Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39701 | |
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 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | INVO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,808,752 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash | $ 475,125 | $ 232,424 |
Accounts receivable | 176,888 | 140,550 |
Inventory | 266,454 | 264,507 |
Prepaid expenses and other current assets | 806,479 | 622,294 |
Total current assets | 1,724,946 | 1,259,775 |
Property and equipment, net | 412,196 | 826,418 |
Lease right of use | 3,369,229 | 5,740,929 |
Intangible assets, net | 3,889,056 | 4,093,431 |
Goodwill | 5,878,986 | 5,878,986 |
Equity investments | 871,352 | 916,248 |
Investment in NAYA | 2,172,000 | 2,172,000 |
Total assets | 18,317,765 | 20,887,787 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,798,066 | 2,330,381 |
Accrued compensation | 766,219 | 722,251 |
Deferred revenue | 513,425 | 408,769 |
Lease liability, current portion | 352,575 | 397,554 |
Additional payments for acquisition, current portion | 2,500,000 | 2,500,000 |
Other current liabilities | 350,000 | 350,000 |
Total current liabilities | 8,956,073 | 8,218,875 |
Notes payable, net of current portion | 1,213,533 | 1,253,997 |
Lease liability, net of current portion | 3,138,004 | 5,522,090 |
Additional payments for acquisition, net of current portion | 5,000,000 | 5,000,000 |
Total liabilities | 18,307,610 | 19,994,962 |
Stockholders’ equity | ||
Common Stock, $.0001 par value; 50,000,000 shares authorized; 2,618,031 and 2,492,531 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 262 | 249 |
Additional paid-in capital | 52,924,551 | 52,710,721 |
Accumulated deficit | (59,414,658) | (57,818,145) |
Total stockholders’ equity | 10,155 | 892,825 |
Total liabilities and stockholders’ equity | 18,317,765 | 20,887,787 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred Stock, value | 500,000 | |
Series B Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred Stock, value | 6,000,000 | 6,000,000 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Notes payable | 795,788 | 629,920 |
Related Party [Member] | ||
Current liabilities | ||
Notes payable | $ 880,000 | $ 880,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Preferred stock, par value | $ 5 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 2,618,031 | 2,492,531 |
Common stock, shares outstanding | 2,618,031 | 2,492,531 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 5 | $ 5 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 100,000 | 0 |
Preferred stock, shares outstanding | 100,000 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 5 | $ 5 |
Preferred stock, shares authorized | 1,200,000 | 1,200,000 |
Preferred stock, shares issued | 1,200,000 | 1,200,000 |
Preferred stock, shares outstanding | 1,200,000 | 1,200,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Total revenue | $ 1,576,286 | $ 348,025 |
Operating expenses | ||
Cost of revenue | 850,234 | 231,005 |
Selling, general and administrative expenses | 1,440,586 | 2,330,834 |
Research and development expenses | 4,880 | 73,520 |
Depreciation and amortization | 226,960 | 19,087 |
Total operating expenses | 2,522,660 | 2,654,445 |
Loss from operations | (946,374) | (2,306,420) |
Other income (expense): | ||
Gain (loss) from equity method joint ventures | 104 | (27,735) |
Loss on disposal of fixed assets | (561,663) | |
Gain on lease termination | 94,551 | |
Interest expense | (181,295) | (216,589) |
Foreign currency exchange loss | (135) | |
Total other income (expense) | (648,303) | (244,459) |
Net loss before income taxes | (1,594,677) | (2,550,879) |
Income taxes | 1,836 | |
Net loss | $ (1,596,513) | $ (2,550,879) |
Net loss per common share: | ||
Basic | $ (0.42) | $ (4.10) |
Diluted | $ (0.42) | $ (4.10) |
Weighted average number of common shares outstanding: | ||
Basic | 3,801,877 | 622,507 |
Diluted | 3,801,877 | 622,507 |
Clinic Revenue [Member] | ||
Revenue: | ||
Total revenue | $ 1,537,199 | $ 297,381 |
Product [Member] | ||
Revenue: | ||
Total revenue | $ 39,087 | $ 50,644 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
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/or 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 | |||||
Common stock issued with notes payable | 56,313 | 56,313 | ||||
Common stock issued with notes payable, shares | 4,167 | |||||
Options exercised for cash | 2,376 | 2,376 | ||||
Options exercised for cash, shares | 297 | |||||
Stock options issued to directors and employees as compensation | 325,834 | 325,834 | ||||
Warrants issued with notes payable | 327,389 | 327,389 | ||||
Net loss | (2,550,879) | (2,550,879) | ||||
Balances at Mar. 31, 2023 | $ 69 | 52,422,809 | (52,334,412) | 88,466 | ||
Balance, shares at Mar. 31, 2023 | 698,565 | |||||
Balances at Dec. 31, 2023 | $ 249 | $ 6,000,000 | 52,710,721 | (57,818,145) | 892,825 | |
Balance, shares at Dec. 31, 2023 | 2,492,531 | 1,200,000 | ||||
Common stock issued to directors and/or employees | 92 | 92 | ||||
Common stock issued for services | $ 13 | 142,437 | $ 142,450 | |||
Common stock issued for services, shares | 125,500 | |||||
Options exercised for cash, shares | ||||||
Stock options issued to directors and employees as compensation | 71,301 | $ 71,301 | ||||
Net loss | (1,596,513) | (1,596,513) | ||||
Preferred stock issued | $ 500,000 | 500,000 | ||||
Preferred stock issued, shares | 100,000 | |||||
Balances at Mar. 31, 2024 | $ 262 | $ 500,000 | $ 6,000,000 | $ 52,924,551 | $ (59,414,658) | $ 10,155 |
Balance, shares at Mar. 31, 2024 | 2,618,031 | 100,000 | 1,200,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (1,596,513) | $ (2,550,879) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash stock compensation issued for services | 142,450 | 149,900 |
Non-cash stock compensation issued to directors and employees | 92 | 46,503 |
Fair value of stock options issued to employees | 71,301 | 325,834 |
Non-cash compensation for services | 45,000 | 45,000 |
Amortization of discount on notes payable | 98,038 | 178,380 |
Loss (gain) from equity method investment | (104) | 27,735 |
Loss from disposal of assets | 561,663 | |
Gain on lease termination | (94,551) | |
Depreciation and amortization | 226,960 | 19,087 |
Changes in assets and liabilities: | ||
Accounts receivable | (36,338) | (22,571) |
Inventory | (1,947) | (7,317) |
Prepaid expenses and other current assets | (330,104) | (60,677) |
Accounts payable and accrued expenses | 472,106 | 498,169 |
Accrued compensation | 43,968 | 274,420 |
Deferred revenue | 104,656 | (73,130) |
Leasehold liability | 2,323 | 1,085 |
Accrued interest | 30,443 | |
Net cash used in operating activities | (260,557) | (1,148,461) |
Cash from investing activities: | ||
Payments to acquire property, plant, and equipment | (49,698) | |
Proceeds from sale of fixed assets | 25,590 | |
Investment in joint ventures | (8,447) | |
Net cash used in investing activities | (24,108) | (8,447) |
Cash from financing activities: | ||
Proceeds from the sale of notes payable | 225,000 | 714,000 |
Proceeds from the sale of common stock, net of offering costs | 2,708,642 | |
Proceeds from sale of preferred stock | 500,000 | |
Proceeds from option exercise | 2,376 | |
Principal payments on note payable | (197,634) | (170,000) |
Net cash provided by financing activities | 527,366 | 3,255,018 |
Increase (decrease) in cash and cash equivalents | 242,701 | 2,098,110 |
Cash and cash equivalents at beginning of period | 232,424 | 90,135 |
Cash and cash equivalents at end of period | 475,125 | 2,188,245 |
Supplemental disclosure of cash flow information: | ||
Interest | 50,804 | |
Taxes | 800 | |
Noncash activities: | ||
Fair value of warrants issued with debt | $ 383,694 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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 healthcare services company dedicated to expanding access to fertility care around the world. The Company’s commercial strategy is primarily focused on operating fertility-focused clinics, which include the opening of “INVO Centers” dedicated primarily to offering the intravaginal culture (“IVC”) procedure enabled by its INVOcell® medical device and the acquisition of US-based, profitable in vitro fertilization (“IVF”) clinics. The Company has two operational INVO Centers in the United States and completed its first IVF clinic acquisition in August 2023. The Company also continues to engage in the sale and distribution of its INVOcell technology solution into existing independently owned and operated 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 March 31, 2024, 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. Reclassifications Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year presentation. These reclassifications had no impact on net earnings, financial position, or cash flows. Business Segments The Company operates in one Business Acquisitions The Company accounts for all business acquisitions at fair value and expenses acquisition costs as they are incurred. Any identifiable assets acquired and liabilities assumed are recognized and measured at their respective fair values on the acquisition date. If information about facts and circumstances existing as of the acquisition date is incomplete at the end of the reporting period in which a business acquisition occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. The measurement period ends once the Company receives sufficient information to finalize the fair values; however, the period will not exceed one year from the acquisition date. Any adjustments to provisional amounts that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. 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, over 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 are depreciated using the straight-line method over the estimated economic lives of the assets, which are from 3 10 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 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, 2024, 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 is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similarly 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, 2024, and 2023, 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 2024 2023 Three Months Ended March 31, 2024 2023 Net loss (numerator) $ (1,596,513 ) (2,550,879 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 3,801,877 622,507 Basic and diluted net loss per common share (0.42 ) (4.10 ) 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 2024 2023 As of March 31, 2024 2023 Options 98,962 70,627 Convertible notes and interest 199,300 70,481 Unit purchase options and warrants 4,488,620 453,383 Total 4,786,882 594,491 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 |
Mar. 31, 2024 | |
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 and debt and equity financings. For the three months ended March 31, 2024, and 2023, the Company incurred a net loss of approximately $ 1.6 2.6 59.4 1.0 0.9 The Company has been dependent on raising capital from debt and equity financings to meet its needs for cash used in operating and investing activities. During the first three months of 2024, the Company received proceeds of $ 0.5 0.2 Although the Company’s audited consolidated financial statements for the year ended December 31, 2023 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, 2023 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. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Business Combinations | Note 3 – Business Combinations Wisconsin Fertility Institute On August 10, 2023, INVO, through Wood Violet Fertility LLC, a Delaware limited liability company (“Buyer”) and wholly owned subsidiary of INVO Centers LLC (“INVO CTR”), a Delaware company wholly-owned by INVO, consummated its acquisition of the Wisconsin Fertility Institute (“WFI”) for a combined purchase price of $ 10,000,000 2,500,000 2,150,000 350,000 528,756 2,500,000 125.00 181.80 285.80 WFI 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 WFI’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. INVO purchased the non-medical assets of WFRSA and one hundred percent of FLOW’s membership interests. The Buyer and WFRSA entered into a management services agreement pursuant to which WFRSA outsourced all its non-medical activities to the Buyer. The Company’s consolidated financial statements for the three months ended March 31, 2024 include WFI’s results of operations. The Company’s condensed consolidated financial statements reflect the final purchase accounting adjustments in accordance with ASC 805 “Business Combinations”, whereby the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. The following allocation of the purchase price is as follows: Schedule of Allocation of Purchase Price Consideration given: Cash 2,150,000 Holdback 350,000 Additional payments 7,500,000 Business acquisition cost 10,000,000 Assets and liabilities acquired: FLOW intercompany receivable 528,756 Accounts receivable 214,972 Property and equipment, net 25,292 Other current assets 56,274 Tradename 253,000 Noncompetition agreement 3,961,000 Goodwill 5,878,986 Deferred revenue (389,524 ) WFRSA intercompany note (528,756 ) Total assets and liabilities acquired 10,000,000 |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Note 4 – 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 $ 800,000 800 1,200,000 1,200 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 $ 0 150 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, 2024, the Company invested $ 0.9 0.5 50 32 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 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 uses the equity method to account for its interest in the Alabama JV. March 31, 2024, the Company invested $ 1.4 0.2 0.1 37 18 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 uses the equity method to account for its interest in the Mexico JV. During the fourth quarter of 2023, our Mexico JV partner informed the Company that the primary physician onsite had resigned. The Company elected to impair the investment at year end 2023 in this JV due to the uncertainty and possibility that the Mexico JV may offer reduced services or suspend operations. The total impairment for 2023 was approximately $ 0.09 0 The following table summarizes our investments in unconsolidated VIEs: Schedule of Investments in Unconsolidated Variable Interest Entities Carrying Value as of Location Percentage March 31, December 31, 2023 HRCFG INVO, LLC Alabama, United States 50 % $ 871,352 916,248 Positib Fertility, S.A. de C.V. Mexico 33 % - - Total investment in unconsolidated VIEs $ 871,352 916,248 Earnings from investments in unconsolidated VIEs were as follows: Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities 2024 2023 Three Months Ended March 31, 2024 2023 HRCFG INVO, LLC $ 104 $ (18,670 ) Positib Fertility, S.A. de C.V. - (9,065 ) Total earnings from unconsolidated VIEs 104 (27,735 ) The following tables summarize the combined unaudited financial information of our unconsolidated VIEs: Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities 2024 2023 Three Months Ended March 31, 2024 2023 Statements of operations: Operating revenue $ 332,314 $ 349,326 Operating expenses (332,106 ) (413,866 ) Net loss 208 (64,540 ) March 31, December 31, 2023 Balance sheets: Current assets $ 277,488 288,369 Long-term assets 1,003,816 1,026,873 Current liabilities (516,469 ) (510,091 ) Long-term liabilities (123,060 ) (123,060 ) Net assets $ 641,775 682,091 |
Agreements and Transactions wit
Agreements and Transactions with VIE’s | 3 Months Ended |
Mar. 31, 2024 | |
Agreements And Transactions With Vies | |
Agreements and Transactions with VIE’s | Note 5 – 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 2024 2023 Three Months Ended March 31, 2024 2023 Bloom INVO, LLC INVOcell revenue $ 10,500 $ 4,500 Unconsolidated VIEs INVOcell revenue $ 7,500 $ 3,000 The Company had balances with VIEs as follows: Summary of Balances with Variable Interest Entities March 31, 2024 December 31, 2023 Bloom INVO, LLC Accounts receivable $ 24,000 31,500 Notes payable 486,302 482,656 Unconsolidated VIEs Accounts receivable $ 22,500 15,000 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6 – Inventory Components of inventory are: Schedule of Inventory March 31, December 31, 2023 Raw materials $ 53,479 $ 53,479 Finished goods 212,975 211,028 Total inventory $ 266,454 $ 264,507 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 – Property and Equipment The estimated useful lives and accumulated depreciation for equipment are as follows as of March 31, 2024, and December 31, 2023: Schedule of Estimated Useful Lives of Property and Equipment Estimated Useful Life Manufacturing equipment 6 10 Medical equipment 7 10 Office equipment 3 7 Schedule of Property and Equipment March 31, December 31, 2023 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 350,624 303,943 Office equipment 88,420 85,404 Leasehold improvements 96,817 538,151 Property, plant and equipment, gross 96,817 538,151 Less: accumulated depreciation (256,178 ) (233,593 ) Total equipment, net $ 412,196 $ 826,418 During the three months ended March 31, 2024, and 2023, the Company recorded depreciation expense of $ 22,585 19,087 For the three months ended March 31, 2024, the Company recognized a loss on disposal of fixed assets of $ 561,663 |
Intangible Assets & Goodwill
Intangible Assets & Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets & Goodwill | Note 8 – Intangible Assets & Goodwill Components of intangible assets are as follows: Schedule of Finite-Lived Intangible Assets March 31, December 31, Tradename $ 253,000 $ 253,000 Noncompetition agreement 3,961,000 3,961,000 Goodwill 5,878,986 5,878,986 Less: accumulated amortization (324,944 ) (120,569 ) Total intangible assets $ 9,768,042 $ 9,972,417 As part of the acquisition of Wisconsin Fertility Institute, that closed on August 10, 2023, the Company acquired tradename valued at $ 253,000 3,961,000 5,878,986 34,000 10 15 During the three months ended March 31, 2024, and 2023, the Company recorded amortization expenses related to intangible assets of $ 204,375 0 Goodwill has an indefinite useful life and is therefore not amortized. The Company reviewed and found no indicators for impairment of the intangible assets related to the acquisition of Wisconsin Fertility Institute as of March 31, 2024. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | Note 9 – 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, 2024, 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, 2024 Assets ROU assets – operating lease Other assets $ 3,369,229 Total ROU assets $ 3,369,229 Liabilities Current operating lease liability Current liabilities $ 352,575 Long-term operating lease liability Other liabilities 3,138,004 Total lease liabilities $ 3,490,579 Future minimum lease payments as of March 31, 2024 were as follows: Schedule of Future Minimum Lease Payments 2024 353,250 2025 477,947 2026 490,122 2027 480,096 2028 and beyond 2,329,322 Total future minimum lease payments $ 4,130,737 Less: Interest (640,158 ) Total operating lease liabilities $ 3,490,579 For the three months ended March 31, 2024, the Company recognized a gain on lease termination of $ 94,551 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 10 – Notes Payable Notes payables consisted of the following: Schedule of Notes Payable March 31, December 31, 2023 Note payable. 35 100 June 29, 2028 $ 1,397,048 $ 1,451,245 Related party demand notes with a 10 10 880,000 880,000 Convertible notes. 10 2.25 410,000 410,000 Cash advance agreement 489,091 287,604 Less debt discount and financing costs (286,818 ) (264,932 ) Total, net of discount $ 2,889,321 $ 2,763,917 Related Party Demand Notes In the fourth quarter of 2022, the Company received $ 500,000 The JAG Notes accrue 10 10 100,000 In consideration for subscribing to the JAG Note for $ 100,000 17,500 5 10.00 In the fourth quarter of 2022, the Company received $ 200,000 100,000 60,000 15,000 25,000 100,000 75,000 25,000 These notes accrue 10 10 The financing fees for all demand notes were recorded as a debt discount and as of March 31, 2024 the Company had fully amortized the discount. For the three months ended March 31, 2024, the Company incurred $ 20,222 Jan and March 2023 Convertible Notes In January and March 2023, the Company issued $ 410,000 310,000 100,000 10.00 275,000 12.00 135,000 5 19,375 20.00 The cumulative fair value of the warrants at issuance was $ 132,183 Interest on these notes accrues at a rate of ten percent ( 10 December 31, 2023 10,222 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. As of December 27, 2023, the Company secured written consent by the note holders of the Q1 23 Convertible Notes for the maturity date to be extended to June 30, 2024. As an incentive for the Q1 23 Convertible Note holders to approve the extension, the Company agreed to lower both the Q1 23 Convertible Notes fixed conversion price and the related warrant exercise price to $ 2.25 163,278 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 $ 500,000 450,000 12,500 15.00 4,167 The cumulative fair value of the warrants at issuance was $ 291,207 Pursuant to the February Debentures, interest on the February Debentures accrued at a rate of eight percent ( 8 0 All amounts due under the February Debentures were 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 could prepay the February Debentures at any time in whole or in part by paying a sum of money equal to 105 While any portion of each February Debenture remained outstanding, if the Company received cash proceeds of more than $ 2,000,000 50 360,151 139,849 The February Warrants included 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 $ 2.85 65,790 2.85 26,391 17,594 Standard Merchant Cash Advance On July 20, 2023, the Company entered into a Standard Merchant Cash Advance Agreement (the “Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) under which Cedar purchased $ 543,750 375,000 356,250 19,419.64 543,750 465,000 On August 31, 2023, the Company refinanced the Initial Advance through the purchase by Cedar of $ 746,750 515,000 134,018 390,892 643,750 674,650 16,594 0.3 9,277 The financing fees were recorded as a debt discount. For the three months ending March 31, 2024 the Company amortized $ 69,839 180,882 Revenue Loan and Security Agreement On September 29, 2023, the Company, Steven Shum, as a Key Person, and the Company’s wholly-owned subsidiaries Bio X Cell, Inc, INVO CTR, Wood Violet Fertility LLC, FLOW and Orange Blossom Fertility LLC as guarantors (the “Guarantors”), entered into a Revenue Loan and Security Agreement (the “Loan Agreement”) with Decathlon Alpha V LP (the “Lender”) under which the Lender advanced a gross amount of $ 1,500,000 35 100 The financing fees for the RSLA Loan were recorded as a debt discount. For the three months ending March 31, 2024, the Company amortized $ 789 13,422 50,804 Future Receipts Agreement On February 26, 2024, the Company finalized an Agreement for the Purchase and Sale of Future Receipts (the “Future Receipts Agreement”) with a buyer (the “Buyer”) under which the Buyer purchased $ 344,925 236,250 225,000 13,797 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 – Related Party Transactions In the fourth quarter of 2022, the Company issued a series demand promissory notes in the aggregate principal amount of $ 550,000 500,000 The JAG Notes accrue 10% annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. 110,000 100,000 In consideration for subscribing to the JAG Note for $ 100,000 17,500 5 10.00 In the fourth quarter of 2022, the Company issued demand promissory notes in the aggregate principal amount of $ 220,000 200,000 100,000 60,000 15,000 25,000 100,000 75,000 25,000 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. For the three months ended March 31, 2024, the Company incurred $ 20,222 As of March 31, 2024, the Company owed accounts payable to related parties totaling $ 288,084 468,527 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 12 – 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 6,250,000 125,000,000 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 Increase in Authorized Common Stock On October 13, 2023, shareholders of the Company approved an increase to the number of authorized shares of the Company’s common stock from 6,250,000 50,000,000 6,250,000 50,000,000 Series A Preferred Stock On November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”) which sets forth the rights, preferences, and privileges of the Series A Preferred Stock (the “Series A Preferred”). One million ( 1,000,000 5.00 Each share of Series A Preferred has a stated value of $ 5.00 2.20 The Company may not effect the conversion of any shares of Series A Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own more than 9.99% of the Company’s outstanding common stock. Moreover, the Company may not effect the conversion of any shares of Series A Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own more than 19.99% of the Company’s outstanding common stock unless and until the Company receives the approval required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or any subsequent trading market). Each share of Series A Preferred stock shall automatically convert into common stock upon the closing of a merger (the “Merger”) of INVO Merger Sub Inc., a wholly owned subsidiary of the Company and a Delaware corporation (“Merger Sub”), with and into NAYA Biosciences, Inc., a Delaware corporation (“NAYA”) pursuant to an Agreement and Plan of Merger, as amended, by and among the Company, Merger Sub, and NAYA (the “Merger Agreement”). The holders of Series A Preferred shall be entitled to receive a pro-rata portion, on an as-if converted basis, of any dividends payable on common stock. In the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company (other than the Merger), each holder of Series A Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to (i) $5.00, multiplied by (ii) the total number of shares of Series A Preferred Stock issued under the Series A Certificate of Designation. Other than those rights provided by law, the holders of Series A Preferred shall not have any voting rights. Since the conversion of the Series A Preferred Stock is contingent on the closing of the Merger, it is not considered a mandatorily redeemable financial instrument until the closing of the Merger and therefore is not considered a liability under ASC 480. Additionally, since the Series A Preferred Stock is redeemable for the Company’s common stock upon an even within the Company’s control, it is classified as permanent equity. On December 29, 2023, the Company entered into securities purchase agreement (the “Preferred Series A SPA”) with NAYA for the purchase of 1,000,000 5.00 500,000 500,000 500,000 500,000 The SPA contains customary representations, warranties and covenants of the Company and NAYA. On January 4, 2024, the Company and NAYA closed on 100,000 shares of Series A Preferred Stock in the first tranche of this private offering for gross proceeds of $ 500,000 . Series B Preferred Stock On November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) which sets forth the rights, preferences, and privileges of the Series B Preferred Stock (the “Series B Preferred”). One million two hundred ( 1,200,000 5.00 Each share of Series B Preferred has a stated value of $ 5.00 5.00 19.99 Each share of Series B Preferred stock shall automatically convert into common stock upon the closing of the Merger. The holders of Series B Preferred shall be entitled to receive a pro-rata portion, on an as-if converted basis, of any dividends payable on common stock. In the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company (other than the previously announced merger with NAYA), each holder of Series B Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to (i) $ 5.00 Other than those rights provided by law, the holders of Series B Preferred shall not have any voting rights. Since the conversion of the Series B Preferred Stock is contingent on the closing of the Merger, it is not considered a mandatorily redeemable financial instrument until the closing of the Merger and therefore is not considered a liability under ASC 480. Additionally, since the Series B Preferred Stock is redeemable for the Company’s common stock upon an event within the Company’s control, it is classified as permanent equity. On November 19, 2023, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Cytovia Therapeutics Holdings, Inc., a Delaware corporation (“Cytovia”) for Cytovia’s acquisition of 1,200,000 163,637 6.5 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, and subject to the shares of common stock underlying the ELOC be registered, 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. To date, the Company has not been in a position to register the shares underlying the ELOC as a result of standstill agreements related to the RD Offering and the August 2023 Offering (both as defined below). 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”), 69,000 115,000 0.20 276,000 12.60 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 3.5 383,879 August 2023 Public Offering On August 4, 2023, the Company, entered into securities purchase agreements (the “Purchase Agreements”) with certain institutional and other investors, pursuant to which the Company agreed to issue and sell to such investors in a public offering (the “August 2023 Offering”), 1,580,000 2.85 2.85 1,580,000 3,160,000 The Company closed the Offering on August 8, 2023, raising gross proceeds of approximately $ 4.5 2,150,000 350,000 1,000,000 139,849 10,911 In connection with the August 2023 Offering, on August 4, 2023, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to which (i) the Placement Agent agreed to act as placement agent on a “best efforts” basis in connection with the August 2023 Offering and (ii) the Company agreed to pay the Placement Agent an aggregate fee equal to 7.0 5 110,600 3.14 The August 2023 Offering was facilitated by the Company entering into an Amendment to Securities Purchase Agreement on July 7, 2023 (the “Armistice Amendment”) with Armistice Capital Markets Ltd. to delete Section 4.12(a) of our March 23, 2023 Securities Purchase Agreement (the “Armistice SPA”) with Armistice pursuant to which we agreed that from March 23, 2023 until 45 days after the effective date of the Resale Registration Statement (as defined below) we would not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the prospectus supplement filed in connection with that offering and the Resale Registration Statement (the “Subsequent Equity Financing Provision”). In consideration of Armistice’s agreement to enter into the Armistice Amendment and delete the Subsequent Equity Financing Provision from the Armistice SPA, we agreed to pay Armistice a fee a $ 1,000,000 2.85 Triton Purchase Agreement On March 27, 2024, the Company entered into a purchase agreement (the “Triton Purchase Agreement”) with Triton Funds LP (“Triton”), pursuant to which the Company agreed to sell, and Triton agreed to purchase, upon the Company’s request in one or more transactions, up to 1,000,000 0.0001 850,000 0.85 The purchase agreement expires upon the earlier of the sale of all 1,000,000 shares of the Company’s common stock or December 31, 2024. Among other limitations, unless otherwise agreed upon by Triton, each individual sale of shares of common stock will be limited to no more than the number of shares of common stock that would result in the direct or indirect beneficial ownership by Triton of more than 9.99% of the then-outstanding shares of common stock. In addition, the total cumulative number of shares of common stock that may be issued to Triton under the Triton Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d), except that such limitation will not apply in the event the Company obtains stockholder approval of the shares of common stock to be issued under the Triton Purchase Agreement, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d). The Triton Purchase Agreement provides that the Company will file a prospectus supplement (the “Prospectus Supplement”) to its Registration Statement on Form S-3, which was declared effective on April 16, 2021 (File No. 333-255096) (the “Base Registration Statement”), covering the offering and sale of the shares of common stock to Triton pursuant to the Triton Purchase Agreement. Triton’s obligation to purchase shares of common stock under the Triton Purchase Agreement is conditioned upon, among other things, the filing of the Prospectus Supplement and the Base Registration Statement remaining effective. The Triton Purchase Agreement contains customary representations, warranties, and covenants by each of the Company and Triton. Actual sales of shares of common stock to Triton will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Triton has no right to require any sales of shares of common stock by the Company but is obligated to make purchases of shares of common stock from the Company from time to time, pursuant to directions from the Company, in accordance with the Triton Purchase Agreement. During the term of the Triton Purchase Agreement, Triton has covenanted not to cause or engage in any short selling of shares of common stock. No sales of common stock were closed under the Triton Purchase Agreement prior to March 31, 2024. Three Months Ended March 31, 2024 During the first three months of 2023, the Company issued 125,500 142,450 On January 31, 2024, the Company issued 100,000 500,000 |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Equity-Based Compensation | Note 13 – 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 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 149,551 311,049 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. For the three months ended March 31, 2024, the Company incurred $ 71,301 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, 2023 106,753 $ 41.90 $ - Granted - - - Exercised - - - Canceled (7,791 ) 34.18 - Balance as of March 31, 2024 98,962 $ 35.20 $ - Exercisable as of March 31, 2024 84,260 $ 52.83 $ - 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, 2024 2023 Risk-free interest rate range - % 3.6 3.63 % Expected life of option-years - 5 Expected stock price volatility - % 114.5 114.9 % 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 Vested Year ended December 31, 2023 $ - $ 1,049,109 Three months ended March 31, 2024 $ - $ 71,301 For the three months ended March 31, 2024, there were no options granted. The Company estimates the fair value of options at the grant date using the Black-Scholes model. For all stock options granted through March 31, 2024, the weighted average remaining service period is 1 Restricted Stock and Restricted Stock Units In the three months ended March 31, 2024, the Company did no one year The following table summarizes the Company’s restricted stock awards activity under the 2019 Plan during the three months ended March 31, 2024: 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, 2023 25 $ 18.42 $ 5,525 Granted - - - Vested - - - Forfeitures - - - Balance as of March 31, 2024 25 18.42 5,525 |
Unit Purchase Options and Warra
Unit Purchase Options and Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Unit Purchase Options And Warrants | |
Unit Purchase Options and Warrants | Note 14 – Unit Purchase Options and Warrants The following table sets forth the activity of unit purchase options: Schedule of Unit Purchase Option Activity Number of Unit Purchase Options Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2023 $ 4,649 $ 64.00 $ - Granted - - - Exercised - - - Canceled - - - Balance as of March 31, 2024 $ 4,649 $ 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, 2023 3,488,620 $ 3.95 $ - Granted 1,000,000 2.00 - Exercised - - - Canceled - - - Balance as of March 31, 2024 4,488,620 $ 2.46 $ - Warrants related to Jan and March 2023 Convertible Notes In January and March 2023, the Company issued 5 19,375 20.00 2.25 163,278 Warrants related to February 2023 Convertible Debentures On February 3, and February 17, 2023, the Company issued warrants (the “February Warrants”) to purchase 12,500 15.00 The February Warrants included 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 $ 2.85 65,790 2.85 26,391 17,594 Warrants related to 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”), 69,000 115,000 0.20 276,000 12.60 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 July 7, 2023, we entered into an Amendment to Securities Purchase Agreement (the “Armistice Amendment”) with Armistice Capital Markets Ltd. to delete Section 4.12(a) of our March 23, 2023 Securities Purchase Agreement (the “Armistice SPA”) with Armistice pursuant to which we agreed that from March 23, 2023 until 45 days after the effective date of the Resale Registration Statement (as defined below) we would not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the prospectus supplement filed in connection with that offering and the Resale Registration Statement (the “Subsequent Equity Financing Provision”). In consideration of Armistice’s agreement to enter into the Armistice Amendment and delete the Subsequent Equity Financing Provision from the Armistice SPA, we agreed to pay Armistice a fee a $ 1,000,000 2.85 On December 26, 2023, INVO held its 2023 annual meeting of stockholders (the “2023 Annual Meeting”) whereby INVO’s stockholders voted on and approved the Exercise Price Reduction. Warrants related to August 2023 Public Offering In the August 2023 Offering, the Company issued and sold 1,580,000 2.85 2.85 1,580,000 3,160,000 In connection with the August 2023 Offering, on August 4, 2023, the Company issued to the Placement Agent Placement Agent Warrants to purchase 110,600 shares of common stock at an exercise price of $ 3.14 Triton Private Placement Warrants On March 27, 2024, the Company issued to Triton private placement warrants (the “Triton Warrants”) to purchase up to 1,000,000 2.00 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 – 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 $ 1,836 0 0 0 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16 – 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. NAYA Biosciences Merger Agreement On October 22, 2023, the Company, INVO Merger Sub Inc., a wholly owned subsidiary of the Company and a Delaware corporation (“Merger Sub”), and NAYA Biosciences, Inc., a Delaware corporation (“NAYA”), entered into an Agreement and Plan of Merger, as amended on October 25, 2023 (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge (the “Merger”) with and into NAYA, with NAYA continuing as the surviving corporation and a wholly owned subsidiary of the Company. At the effective time and as a result of the Merger, each share of Class A common stock, par value $ 0.000001 7.33333 0.0001 18,150,000 Immediately following the effective time of the Merger, Dr. Daniel Teper, NAYA’s current chairman and chief executive officer, will be named chairman and chief executive officer of the Company, and the board of directors will be comprised of at least seven (7) directors, of which (i) one shall be Steven Shum, INVO’s current chief executive officer, and (ii) six (6) shall be identified by NAYA, of which five (5) shall be independent directors. Pursuant to the original Merger Agreement, the completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including (1) the adoption of the Merger Agreement by the stockholders of the Company and NAYA, (2) the absence of any injunction or other order issued by a court of competent jurisdiction or applicable law or legal prohibition prohibiting or making illegal the consummation of the Merger, (3) the completion of due diligence, (4) the completion of an interim private offering of shares of Company common stock at a price that is a premium to the market price of the Company common stock in an estimated amount of $ 5,000,000 5.00 5,000,000 , (7) the receipt of waivers from any and all holders of warrants (and any other similar instruments) to securities of the Company, with respect to any fundamental transaction rights such warrant holders may have under any such warrants, (8) the continued listing of the Company common stock on NASDAQ through the effective time of the Merger and the approval for listing on NASDAQ of the shares of the Company common stock to be issued in connection with the Merger, the interim private offering, and a private offering of shares of Company common stock at a target price of $ 5.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company common stock) resulting in sufficient cash available for the Company for one year of operations, as estimated by NAYA, (9) the effectiveness of a registration statement on Form S-4 to be filed by the Company pursuant to which the shares of Company common stock to be issued in connection with the Merger will be registered with the SEC, and the absence of any stop order suspending such effectiveness or proceeding for the purpose of suspending such effectiveness being pending before or threatened by the SEC, and (10) the Company shall have received customary lock-up Agreement from certain Company stockholders. The obligation of each party to consummate the Merger is also conditioned upon (1) the other party having performed in all material respects its obligations under the Merger Agreement and (2) the other party’s representations and warranties in the Merger Agreement being true and correct (subject to certain materiality qualifiers); provided, however, that these conditions, other than with respects to certain representations and warranties, will be deemed waived by the Company upon the closing of the interim private offering. The original Merger Agreement contains termination rights for each of the Company and NAYA, including, among others: (1) if the consummation of the Merger does not occur on or before December 31, 2023 (the “End Date”) (which has since been extended to June 30, 2024), except that any party whose material breach of the Merger Agreement caused or was the primary contributing factor that resulted in the failure of the Merger to be consummated on or before the End Date, (2) if any governmental authority has enacted any law or order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, and (3) if the required vote of the stockholders of either the Company or NAYA has not been obtained. The Merger Agreement contains additional termination rights for NAYA, including, among others: (1) if the Company materially breaches its non-solicitation obligations or fails to take all action necessary to hold a stockholder meeting to approve the transactions contemplated by the Merger Agreement, (2) if the aggregate of the liabilities of the Company, excluding certain specified liabilities, exceed $ 5,000,000 If all of NAYA’s conditions to closing are satisfied or waived and NAYA fails to consummate the Merger, NAYA would be required to pay the Company a termination fee of $ 1,000,000 1,000,000 On December 27, 2023, the Company entered into a second amendment (“Second Amendment”) to the Merger Agreement. Pursuant to the Second Amendment, the parties agreed to extend the End Date to April 30, 2024. The parties further agreed to modify the closing condition for the Interim PIPE from a private offering of shares of Company common stock at a price that is a premium to the market price of the Company common stock in an estimated amount of $ 5,000,000 or more of gross proceeds to a private offering of the Company’s preferred stock at a price per share of $ 5.00 per share in an amount equal to at least $ 2,000,000 to the Company, plus an additional amount as may be required prior to closing of the Merger to be determined in good faith by the parties to adequately support the Company’s fertility business activities per an agreed forecast, as well as for a period of twelve (12) months post-closing including a catch-up on the Company’s past due accrued payables still outstanding. The parties further agreed to the following schedule (the “Minimum Interim Pipe Schedule”) for the initial $2,000,000: (1) $500,000 no later than December 29, 2023, (2) $500,000 no later than January 19, 2024, (3) $500,000 no later than February 2, 2024, and (4) $500,000 no later than February 16, 2024. The parties also further agreed to modify the covenant of the parties regarding the Interim PIPE to require NAYA to consummate the Interim PIPE before the closing of the Merger; provided, however, if the Company does not receive the initial gross proceeds pursuant to the Minimum Interim Pipe Schedule, the Company shall be free to secure funding from third parties to make up for short falls on reasonable terms under SEC and Nasdaq regulations. Effective as of May 1, 2024, the Company entered into third amendment (“Third Amendment”) to the Merger Agreement. Pursuant to the Third Amendment, the parties agreed to extend the End Date to June 30, 2024. The parties further agreed to modify the definition of an “Interim PIPE” to mean (a) a sale of shares of the Company’s Series A Preferred Stock pursuant to the Series A Preferred SPA, as amended (“Phase 1”), plus (b) a sale of shares of the Company’s preferred stock at a price per share of $ 5.00 As of the date of this filing, NAYA has purchased $ 906,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events Triton Purchase Agreement On March 27, 2024, the Company delivered a purchase notice for 260,000 260,000 185,000 75,000 36,750 On April 16, 2024, the Company delivered a purchase notice for 185,000 155,000 Consulting Shares In April 2024, the Company issued 11,655 Debt Conversion In April 2024, the Company issued 62,066 139,649 FirstFire Securities Purchase Agreement On April 5, 2024, the Company entered into a purchase agreement (the “FirstFire Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC (“FirstFire”), pursuant to which FirstFire agreed to purchase, and the Company agreed to issue and sell, (i) a promissory note with an aggregate principal amount of $ 275,000.00 229,167 1.20 500,000 0.01 50,000 250,000 25,000 11,655 Among other limitations, the total cumulative number of shares of common stock that may be issued to FirstFire under the FirstFire Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d), except that such limitation will not apply in the event the Company obtains stockholder approval of the shares of common stock to be issued under the Purchase Agreement, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d). The Company has agreed to hold a meeting for the purpose of obtaining this stockholder approval within nine (9) months of the date of the FirstFire Purchase Agreement. The FirstFire Purchase Agreement contains customary representations, warranties, and covenants by each of the Company and FirstFire. Among other covenants of the parties, the Company granted FirstFire the right to participate in any subsequent placement of securities until the earlier of eighteen (18) months after the date of the FirstFire Purchase Agreement or extinguishment of the FirstFire Note. The Company has also granted customary “piggy-back” registration rights to FirstFire with respect to the shares of common stock underlying the FirstFire Note (the “Conversion Shares”), the First Warrant Shares, the Second Warrant Shares, and the Commitment Shares. FirstFire has covenanted not to cause or engage in any short selling of shares of common stock until the FirstFire Note is fully repaid. The following sets forth the material terms of the FirstFire Note, the First Warrant, and the Second Warrant. FirstFire Note Interest and Maturity 12 33,000.00 Conversion 1.00 The FirstFire Note may not be converted and Conversion Shares may not be issued under the FirstFire Note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding common stock. In addition to the beneficial ownership limitations in the FirstFire Note, the number of shares of common stock that may be issued under the FirstFire Note, the First Warrant, the Second Warrant, and under the FirstFire Purchase Agreement (including the Commitment Shares) is limited to 19.99% of the outstanding common stock as of April 5, 2024 (the “Exchange Cap”, which is equal to 523,344 shares of common stock, subject to adjustment as described in the FirstFire Purchase Agreement), unless stockholder approval is obtained by the Company to issue more than the Exchange Cap. Prepayment Future Proceeds 1,500,000 1,000,000 Covenants Events of Default The FirstFire Note is subject to, and governed by, the terms and conditions of the FirstFire Purchase Agreement. First Warrant The First Warrant grants the holder thereof the right to purchase up to 229,167 1.20 Exercisability Exercise Limitation Trading Market Regulation the Company may not issue any First Warrant Shares upon the exercise of the First Warrants if the issuance of such First Warrant Shares, (taken together with the issuance of any shares held by or issuable to the holder under the FirstFire Purchase Agreement or any other agreement with the Company) would exceed the aggregate number of shares which the Company may issue without breaching 523,344 shares (19.9% of the Company’s outstanding common stock) or any of the Company’s obligations under the rules or regulations of Nasdaq Exercise Price Adjustment Fundamental Transactions Rights as a Stockholder Second Warrant The Second Warrant grants the holder thereof the right to purchase up to 500,000 0.01 Exercisability Exercise Limitation Trading Market Regulation the Company may not issue any Second Warrant Shares upon the exercise of the Second Warrants if the issuance of such Second Warrant Shares, (taken together with the issuance of any shares held by or issuable to the holder under the FirstFire Purchase Agreement or any other agreement with the Company) would exceed the aggregate number of shares which the Company may issue without breaching 523,344 shares (19.9% of the Company’s outstanding common stock) or any of the Company’s obligations under the rules or regulations of Nasdaq. Exercise Price Adjustment Fundamental Transactions Rights as a Stockholder August 2023 Offering Warrant Price Reduction On April 17, 2024, the Company reduced the exercise price of the August 2023 Warrants from $ 2.85 1.20 In April 2024, the Company issued 807,000 968,400 NASDAQ Delisting Notice On April 17, 2024, the Company, having reported, on April 16, 2024, stockholders’ equity of $ 892,825 2,500,000 In a decision dated November 22, 2023, a Nasdaq Hearings Panel (the “Panel”) previously had confirmed that the Company regained compliance with the Equity Rule. In the decision, the Panel imposed a Mandatory Panel Monitor for a period of one year or until November 22, 2024, which would require Staff to issue a Delist Determination Letter, in the event that the Company failed to maintain compliance with the Equity Rule (the “Panel Monitor”). As a result, the Notice contains the Staff’s determination to delist the Company. The Notice has no immediate effect on the listing of the Company’s common stock and the Company’s common stock continues to trade on The Nasdaq Capital Market under the symbol “INVO.” As described in the Notice, under Nasdaq rules, the Company had and exercised its right to request an appeal of this determination to prevent its securities from being delisted and suspended at the opening of business on April 26, 2024. The Company’s hearing to present its appeal of the Staff’s determination in front of the Panel has been scheduled for June 6, 2024 The Company is currently evaluating various courses of action to regain compliance and plans to timely submit its plan to the Panel to regain compliance with the Equity Rule. There can be no assurance that the Company’s plan will be accepted or that if it is, the Company will be able to regain compliance. If the Company’s plan to regain compliance is not accepted, or if the Company fails to satisfy another Nasdaq requirement for continued listing, the Panel could decide that the Company’s common stock will be delisted, which decision may not be appealed by the Company. Tampa Lease Assignment On April 19, 2024, INVO Centers LLC (“INVO Centers”), a wholly owned subsidiary of the Company, completed the assignment to Brown Fertility Associates PA (“Brown Fertility”) of its lease with 4602 North Armenia Ave, LLC (the “Landlord”), for the property located at 4602 North Armenia Avenue, Suite 200, Tampa, LLC (the “Premises”). As a result of the doctor for the proposed Tampa INVO Center becoming unavailable and its current focus on prioritizing the acquisition of US-based profitable fertility clinics, the Company opted to assign the lease for the Premises. Brown Fertility paid INVO Centers $ 475,000 356,546.66 Series A Preferred Stock Issuance On April 15, 2024, the Company and NAYA closed on additional 61,200 306,000 Third Amendment to NAYA Agreement and Plan of Merger Effective as of May 1, 2024, the Company entered into a third amendment (“Third Amendment”) to the Merger Agreement. 5.00 per share in a private offering, to be consummated prior to the closing of the Merger, resulting in an amount as may be required, to be determined in good faith by the parties to the Merger Agreement, to adequately support the Company’s fertility business activities per an agreed forecast of the Company as well as for a period of twelve (12) months following the closing, including a catch-up on the Company’s past due accrued payables still outstanding (“Phase 2”). The parties agreed that Phase I must be consummated pursuant to the terms of the Series A Preferred SPA and that Phase II much be consummated prior to the closing of the Merger. The parties also confirmed that the Company remains free to secure any amount of funding from third parties on any terms the Company deems reasonably acceptable under SEC and Nasdaq regulations without the prior written consent of NAYA. Under the Third Amendment, the Company may terminate the Merger Agreement if NAYA breaches or fails to perform any of its covenants and agreements set forth in the Securities Purchase Agreement in any respect. Amendment to NAYA Securities Purchase Agreement Effective as of May 1, 2024, the Company entered into an Amendment (the “SPA Amendment”) to the Series A Preferred SPA. Pursuant to the SPA Amendment, the parties agreed to the following closing schedule for NAYA’s purchases of the remaining 838,800 5.00 Schedule of Merger Agreement Closing Date Shares Aggregate Purchase Price May 10, 2024 20,000 $ 100,000 May 17, 2024 30,000 $ 150,000 May 24, 2024 30,000 $ 150,000 May 31, 2024 30,000 $ 150,000 June 7, 2024 30,000 $ 150,000 June 14, 2024 30,000 $ 150,000 June 21, 2024 30,000 $ 150,000 June 28, 2024 30,000 $ 150,000 July 5, 2024 30,000 $ 150,000 On or before the closing of the Merger Agreement, to be determined in good faith by the Subscriber and the Company 598,800 $ 2,894,000 On May 10, 2024, the Company and NAYA closed on 20,000 100,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business INVO Bioscience, Inc. (“INVO” or the “Company”) is a healthcare services company dedicated to expanding access to fertility care around the world. The Company’s commercial strategy is primarily focused on operating fertility-focused clinics, which include the opening of “INVO Centers” dedicated primarily to offering the intravaginal culture (“IVC”) procedure enabled by its INVOcell® medical device and the acquisition of US-based, profitable in vitro fertilization (“IVF”) clinics. The Company has two operational INVO Centers in the United States and completed its first IVF clinic acquisition in August 2023. The Company also continues to engage in the sale and distribution of its INVOcell technology solution into existing independently owned and operated 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, 2024, 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. |
Reclassifications | Reclassifications Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year presentation. These reclassifications had no impact on net earnings, financial position, or cash flows. |
Business Segments | Business Segments The Company operates in one |
Business Acquisitions | Business Acquisitions The Company accounts for all business acquisitions at fair value and expenses acquisition costs as they are incurred. Any identifiable assets acquired and liabilities assumed are recognized and measured at their respective fair values on the acquisition date. If information about facts and circumstances existing as of the acquisition date is incomplete at the end of the reporting period in which a business acquisition occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. The measurement period ends once the Company receives sufficient information to finalize the fair values; however, the period will not exceed one year from the acquisition date. Any adjustments to provisional amounts that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. |
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. |
Equity Method Investments | Equity Method Investments Investments in unconsolidated affiliates, over 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. |
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. |
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. |
Property and Equipment | Property and Equipment The Company records property and equipment at cost. Property and equipment are depreciated using the straight-line method over the estimated economic lives of the assets, which are from 3 10 |
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 |
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. |
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. |
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, 2024, the Company had 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. |
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. |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similarly 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, 2024, and 2023, 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 2024 2023 Three Months Ended March 31, 2024 2023 Net loss (numerator) $ (1,596,513 ) (2,550,879 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 3,801,877 622,507 Basic and diluted net loss per common share (0.42 ) (4.10 ) 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 2024 2023 As of March 31, 2024 2023 Options 98,962 70,627 Convertible notes and interest 199,300 70,481 Unit purchase options and warrants 4,488,620 453,383 Total 4,786,882 594,491 |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | Schedule of Earnings Per Share Basic and Diluted 2024 2023 Three Months Ended March 31, 2024 2023 Net loss (numerator) $ (1,596,513 ) (2,550,879 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 3,801,877 622,507 Basic and diluted net loss per common share (0.42 ) (4.10 ) |
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 2024 2023 As of March 31, 2024 2023 Options 98,962 70,627 Convertible notes and interest 199,300 70,481 Unit purchase options and warrants 4,488,620 453,383 Total 4,786,882 594,491 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Allocation of Purchase Price | The following allocation of the purchase price is as follows: Schedule of Allocation of Purchase Price Consideration given: Cash 2,150,000 Holdback 350,000 Additional payments 7,500,000 Business acquisition cost 10,000,000 Assets and liabilities acquired: FLOW intercompany receivable 528,756 Accounts receivable 214,972 Property and equipment, net 25,292 Other current assets 56,274 Tradename 253,000 Noncompetition agreement 3,961,000 Goodwill 5,878,986 Deferred revenue (389,524 ) WFRSA intercompany note (528,756 ) Total assets and liabilities acquired 10,000,000 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, December 31, 2023 HRCFG INVO, LLC Alabama, United States 50 % $ 871,352 916,248 Positib Fertility, S.A. de C.V. Mexico 33 % - - Total investment in unconsolidated VIEs $ 871,352 916,248 |
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 2024 2023 Three Months Ended March 31, 2024 2023 HRCFG INVO, LLC $ 104 $ (18,670 ) Positib Fertility, S.A. de C.V. - (9,065 ) Total earnings from unconsolidated VIEs 104 (27,735 ) |
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 2024 2023 Three Months Ended March 31, 2024 2023 Statements of operations: Operating revenue $ 332,314 $ 349,326 Operating expenses (332,106 ) (413,866 ) Net loss 208 (64,540 ) March 31, December 31, 2023 Balance sheets: Current assets $ 277,488 288,369 Long-term assets 1,003,816 1,026,873 Current liabilities (516,469 ) (510,091 ) Long-term liabilities (123,060 ) (123,060 ) Net assets $ 641,775 682,091 |
Agreements and Transactions w_2
Agreements and Transactions with VIE’s (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 2024 2023 Three Months Ended March 31, 2024 2023 Bloom INVO, LLC INVOcell revenue $ 10,500 $ 4,500 Unconsolidated VIEs INVOcell revenue $ 7,500 $ 3,000 |
Summary of Balances with Variable Interest Entities | The Company had balances with VIEs as follows: Summary of Balances with Variable Interest Entities March 31, 2024 December 31, 2023 Bloom INVO, LLC Accounts receivable $ 24,000 31,500 Notes payable 486,302 482,656 Unconsolidated VIEs Accounts receivable $ 22,500 15,000 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Components of inventory are: Schedule of Inventory March 31, December 31, 2023 Raw materials $ 53,479 $ 53,479 Finished goods 212,975 211,028 Total inventory $ 266,454 $ 264,507 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024, and December 31, 2023: Schedule of Estimated Useful Lives of Property and Equipment Estimated Useful Life Manufacturing equipment 6 10 Medical equipment 7 10 Office equipment 3 7 |
Schedule of Property and Equipment | Schedule of Property and Equipment March 31, December 31, 2023 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 350,624 303,943 Office equipment 88,420 85,404 Leasehold improvements 96,817 538,151 Property, plant and equipment, gross 96,817 538,151 Less: accumulated depreciation (256,178 ) (233,593 ) Total equipment, net $ 412,196 $ 826,418 |
Intangible Assets & Goodwill (T
Intangible Assets & Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, December 31, Tradename $ 253,000 $ 253,000 Noncompetition agreement 3,961,000 3,961,000 Goodwill 5,878,986 5,878,986 Less: accumulated amortization (324,944 ) (120,569 ) Total intangible assets $ 9,768,042 $ 9,972,417 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of Lease Components | As of March 31, 2024, 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, 2024 Assets ROU assets – operating lease Other assets $ 3,369,229 Total ROU assets $ 3,369,229 Liabilities Current operating lease liability Current liabilities $ 352,575 Long-term operating lease liability Other liabilities 3,138,004 Total lease liabilities $ 3,490,579 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of March 31, 2024 were as follows: Schedule of Future Minimum Lease Payments 2024 353,250 2025 477,947 2026 490,122 2027 480,096 2028 and beyond 2,329,322 Total future minimum lease payments $ 4,130,737 Less: Interest (640,158 ) Total operating lease liabilities $ 3,490,579 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payables consisted of the following: Schedule of Notes Payable March 31, December 31, 2023 Note payable. 35 100 June 29, 2028 $ 1,397,048 $ 1,451,245 Related party demand notes with a 10 10 880,000 880,000 Convertible notes. 10 2.25 410,000 410,000 Cash advance agreement 489,091 287,604 Less debt discount and financing costs (286,818 ) (264,932 ) Total, net of discount $ 2,889,321 $ 2,763,917 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 106,753 $ 41.90 $ - Granted - - - Exercised - - - Canceled (7,791 ) 34.18 - Balance as of March 31, 2024 98,962 $ 35.20 $ - Exercisable as of March 31, 2024 84,260 $ 52.83 $ - |
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, 2024 2023 Risk-free interest rate range - % 3.6 3.63 % Expected life of option-years - 5 Expected stock price volatility - % 114.5 114.9 % 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 Vested Year ended December 31, 2023 $ - $ 1,049,109 Three months ended March 31, 2024 $ - $ 71,301 |
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, 2024: 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, 2023 25 $ 18.42 $ 5,525 Granted - - - Vested - - - Forfeitures - - - Balance as of March 31, 2024 25 18.42 5,525 |
Unit Purchase Options and War_2
Unit Purchase Options and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Unit Purchase Options And Warrants | |
Schedule of Unit Purchase Option Activity | The following table sets forth the activity of unit purchase options: Schedule of Unit Purchase Option Activity Number of Unit Purchase Options Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2023 $ 4,649 $ 64.00 $ - Granted - - - Exercised - - - Canceled - - - Balance as of March 31, 2024 $ 4,649 $ 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, 2023 3,488,620 $ 3.95 $ - Granted 1,000,000 2.00 - Exercised - - - Canceled - - - Balance as of March 31, 2024 4,488,620 $ 2.46 $ - |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Schedule of Merger Agreement | Schedule of Merger Agreement Closing Date Shares Aggregate Purchase Price May 10, 2024 20,000 $ 100,000 May 17, 2024 30,000 $ 150,000 May 24, 2024 30,000 $ 150,000 May 31, 2024 30,000 $ 150,000 June 7, 2024 30,000 $ 150,000 June 14, 2024 30,000 $ 150,000 June 21, 2024 30,000 $ 150,000 June 28, 2024 30,000 $ 150,000 July 5, 2024 30,000 $ 150,000 On or before the closing of the Merger Agreement, to be determined in good faith by the Subscriber and the Company 598,800 $ 2,894,000 |
Schedule of Earnings Per Share
Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Net loss (numerator) | $ (1,596,513) | $ (2,550,879) |
Basic weighted-average number of common shares outstanding (denominator) | 3,801,877 | 622,507 |
Diluted weighted-average number of common shares outstanding (denominator) | 3,801,877 | 622,507 |
Basic net loss per common share | $ (0.42) | $ (4.10) |
Diluted net loss per common share | $ (0.42) | $ (4.10) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,786,882 | 594,491 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 98,962 | 70,627 |
Convertible Notes And Interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 199,300 | 70,481 |
Unit Purchase Option And Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,488,620 | 453,383 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | |
Mar. 31, 2024 USD ($) Segment | Mar. 31, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Number of operating segment | Segment | 1 | |
Impairment of intangible assets | $ | $ 0 | $ 0 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment estimated useful life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment estimated useful life | 10 years |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net income loss | $ 1,596,513 | $ 2,550,879 | |
Accumulated deficit | 59,414,658 | $ 57,818,145 | |
Net income loss related to non cash expenses | 1,000,000 | $ 900,000 | |
Net proceeds | 500,000 | ||
Proceeds from sale of notes | $ 200,000 |
Schedule of Allocation of Purch
Schedule of Allocation of Purchase Price (Details) - USD ($) | Aug. 10, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | |||
Additional payments | $ 5,000,000 | $ 5,000,000 | |
Assets and liabilities acquired: | |||
Goodwill | $ 5,878,986 | $ 5,878,986 | |
Wisconsin Fertility Institute Acquisition[Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 2,150,000 | ||
Holdback | 350,000 | ||
Additional payments | 7,500,000 | ||
Business acquisition cost | 10,000,000 | ||
Assets and liabilities acquired: | |||
FLOW intercompany receivable | 528,756 | ||
Accounts receivable | 214,972 | ||
Property and equipment, net | 25,292 | ||
Other current assets | 56,274 | ||
Goodwill | 5,878,986 | ||
Deferred revenue | (389,524) | ||
WFRSA intercompany note | (528,756) | ||
Total assets and liabilities acquired | 10,000,000 | ||
Wisconsin Fertility Institute Acquisition[Member] | Trade Names [Member] | |||
Assets and liabilities acquired: | |||
Noncompetition agreement | 253,000 | ||
Wisconsin Fertility Institute Acquisition[Member] | Noncompete Agreements [Member] | |||
Assets and liabilities acquired: | |||
Noncompetition agreement | $ 3,961,000 |
Business Combinations (Details
Business Combinations (Details Narrative) - USD ($) | Aug. 10, 2023 | Feb. 17, 2023 |
Business Acquisition [Line Items] | ||
Share price | $ 10.40 | |
Wisconsin Fertility Institute Acquisition[Member] | ||
Business Acquisition [Line Items] | ||
Purchase price | $ 10,000,000 | |
Paid to acquire amount | 2,500,000 | |
Net payment to acquire amount | 2,150,000 | |
Payment to acquire holdback | 350,000 | |
Inter-company loan owed | $ 528,756 | |
Wisconsin Fertility Institute Acquisition[Member] | Second Installments [Member] | ||
Business Acquisition [Line Items] | ||
Share price | $ 125 | |
Wisconsin Fertility Institute Acquisition[Member] | Third Installments [Member] | ||
Business Acquisition [Line Items] | ||
Share price | 181.80 | |
Wisconsin Fertility Institute Acquisition[Member] | Final Installments [Member] | ||
Business Acquisition [Line Items] | ||
Share price | $ 285.80 |
Schedule of Investments in Unco
Schedule of Investments in Unconsolidated Variable Interest Entities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Investment in unconsolidated variable interest entities | $ 871,352 | $ 916,248 |
HRCFG INVO, LLC [Member] | ||
Ownership percentage | 50% | |
Investment in unconsolidated variable interest entities | $ 871,352 | 916,248 |
Positib Fertility S.A. de C.V. [Member] | ||
Ownership percentage | 33% | |
Investment in unconsolidated variable interest entities |
Schedule of Earnings from Inves
Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Total earnings from unconsolidated VIEs | $ 104 | $ (27,735) |
HRCFG INVO, LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Total earnings from unconsolidated VIEs | 104 | (18,670) |
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) |
Schedule of Financial Informati
Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Operating revenue | $ 1,576,286 | $ 348,025 | |
Net loss | (1,596,513) | (2,550,879) | |
Current assets | 1,724,946 | $ 1,259,775 | |
Current liabilities | (8,956,073) | (8,218,875) | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Operating revenue | 332,314 | 349,326 | |
Operating expenses | (332,106) | (413,866) | |
Net loss | 208 | $ (64,540) | |
Current assets | 277,488 | 288,369 | |
Long-term assets | 1,003,816 | 1,026,873 | |
Current liabilities | (516,469) | (510,091) | |
Long-term liabilities | (123,060) | (123,060) | |
Net assets | $ 641,775 | $ 682,091 |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 28, 2021 | Mar. 10, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Hurdle amount | $ 0 | ||||
Variable interest entity ownership, percentage | 150% | ||||
Net loss | $ (1,596,513) | $ (2,550,879) | |||
Losses from equity method investments | 104 | (27,735) | |||
Georgia JV [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Investments | 900,000 | ||||
Notes receivable related parties | 500,000 | ||||
Net loss | 50,000 | 32,000 | |||
Minority interest | 0 | ||||
Alabama JV [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Investments | 1,400,000 | ||||
Net loss | 200 | 37,000 | |||
Losses from equity method investments | 100 | $ 18,000 | |||
Mexico JV [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Investments | $ 0 | ||||
Impairment in investment | $ 90,000 | ||||
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Bloom INVO LLC [Member] | ||
INVOcell revenue | $ 10,500 | $ 4,500 |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||
INVOcell revenue | $ 7,500 | $ 3,000 |
Summary of Balances with Variab
Summary of Balances with Variable Interest Entities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Notes payable | $ 2,889,321 | $ 2,763,917 |
Bloom INVO LLC [Member] | ||
Accounts receivable | 24,000 | 31,500 |
Notes payable | 486,302 | 482,656 |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||
Accounts receivable | $ 22,500 | $ 15,000 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 53,479 | $ 53,479 |
Finished goods | 212,975 | 211,028 |
Total inventory | $ 266,454 | $ 264,507 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment (Details) | Mar. 31, 2024 |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum [Member] | Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 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 |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Maximum [Member] | Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 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 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (256,178) | $ (233,593) |
Total equipment, net | 412,196 | 826,418 |
Manufacturing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 132,513 | 132,513 |
Medical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 350,624 | 303,943 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 88,420 | 85,404 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 96,817 | $ 538,151 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 22,585 | $ 19,087 |
Loss on disposal of fixed assets | $ 561,663 |
Schedule of Finite-Lived Intang
Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Tradename | $ 253,000 | $ 253,000 |
Noncompetition agreement | 3,961,000 | 3,961,000 |
Goodwill | 5,878,986 | 5,878,986 |
Less: accumulated amortization | (324,944) | (120,569) |
Total intangible assets | $ 9,768,042 | $ 9,972,417 |
Intangible Assets & Goodwill (D
Intangible Assets & Goodwill (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Aug. 10, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 5,878,986 | $ 5,878,986 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 34,000 | |||
Amortization of intangible assets | $ 204,375 | $ 0 | ||
Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Noncompetition agreements useful life | 10 years | |||
Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Noncompetition agreements useful life | 15 years | |||
Wisconsin Fertility Institute Acquisition[Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 5,878,986 | |||
Wisconsin Fertility Institute Acquisition[Member] | Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Noncompetition agreement | 253,000 | |||
Wisconsin Fertility Institute Acquisition[Member] | Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Noncompetition agreement | $ 3,961,000 |
Schedule of Lease Components (D
Schedule of Lease Components (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
ROU assets – operating lease | $ 3,369,229 | $ 5,740,929 |
Total ROU assets | 3,369,229 | |
Liabilities | ||
Current operating lease liability | 352,575 | 397,554 |
Long-term operating lease liability | 3,138,004 | $ 5,522,090 |
Total lease liabilities | $ 3,490,579 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) | Mar. 31, 2024 USD ($) |
Leases | |
2024 | $ 353,250 |
2025 | 477,947 |
2026 | 490,122 |
2027 | 480,096 |
2028 and beyond | 2,329,322 |
Total future minimum lease payments | 4,130,737 |
Less: Interest | (640,158) |
Total operating lease liabilities | $ 3,490,579 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Gain on lease termination | $ 94,551 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | ||
Maturity date | Dec. 31, 2023 | |
Annual interest related party demand notes percentage | 10% | |
Annual interest related party demand conversion price | $ 12 | |
Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | Jun. 29, 2028 | |
Note Payable [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Annual interest related party demand notes percentage | 35% | |
Note Payable [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Annual interest related party demand notes percentage | 100% | |
Related Party Demand Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Demand notes financing fee percentage | 10% | 10% |
Annual interest related party demand notes percentage | 10% | 10% |
Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Annual interest related party demand notes percentage | 10% | 10% |
Convertible Notes [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Annual interest related party demand conversion price | $ 2.25 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Less debt discount and financing costs | $ (286,818) | $ (264,932) |
Total, net of discount | 2,889,321 | 2,763,917 |
Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long term debt gross | 1,397,048 | 1,451,245 |
Related Party Demand Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Long term debt gross | 880,000 | 880,000 |
Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Long term debt gross | 410,000 | 410,000 |
Cash Advance Agreement [Member] | ||
Short-Term Debt [Line Items] | ||
Long term debt gross | $ 489,091 | $ 287,604 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||||||||||
Feb. 26, 2024 | Dec. 27, 2023 | Sep. 29, 2023 | Aug. 31, 2023 | Aug. 21, 2023 | Aug. 08, 2023 | Jul. 20, 2023 | Jul. 10, 2023 | Feb. 17, 2023 | Feb. 03, 2023 | Dec. 29, 2022 | Dec. 13, 2022 | Dec. 02, 2022 | Nov. 29, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Jan. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||
Warrant purchase of common stock, shares | 17,500 | ||||||||||||||||||||
Share price | $ 10.40 | ||||||||||||||||||||
Proceeds from convertible debt | $ 410,000 | $ 200,000 | |||||||||||||||||||
Debt instrument, 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. | ||||||||||||||||||||
Cash and conversion of debt | $ 310,000 | ||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 12 | $ 12 | |||||||||||||||||||
Warrants to purchase shares | 19,375 | 19,375 | |||||||||||||||||||
Debt instrument interest rate stated percentage | 10% | 10% | |||||||||||||||||||
Maturity date | Dec. 31, 2023 | ||||||||||||||||||||
Loss from debt extinguishment | $ (163,278) | ||||||||||||||||||||
Debt instrument, face amount | 500,000 | ||||||||||||||||||||
Debt instrument, interest rate | 8% | ||||||||||||||||||||
Percentage of debentures outstanding | 50% | ||||||||||||||||||||
Amortized of debt discount | 98,038 | $ 178,380 | |||||||||||||||||||
Debt discount | $ 286,818 | 286,818 | $ 264,932 | ||||||||||||||||||
Proceeds from sale of stock | 500,000 | ||||||||||||||||||||
February Purchase Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Purchase price | $ 450,000 | $ 450,000 | |||||||||||||||||||
Proceeds from issuance | 2,000,000 | ||||||||||||||||||||
Registered Direct Offering [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Proceeds from issuance | $ 360,151 | ||||||||||||||||||||
February Debentures [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Proceeds from issuance | 383,879 | ||||||||||||||||||||
Carrying amount | $ 139,849 | ||||||||||||||||||||
Cash Advance Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Amortized of debt discount | 69,839 | ||||||||||||||||||||
Revenue Loan and Security Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Interest expense | 50,804 | ||||||||||||||||||||
Gross amount | $ 1,500,000 | ||||||||||||||||||||
Amortized of debt discount | 789 | ||||||||||||||||||||
Debt discount | 13,422 | 13,422 | |||||||||||||||||||
Revenue Loan and Security Agreement [Member] | Minimum [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Debt instrument, interest rate | 35% | ||||||||||||||||||||
Revenue Loan and Security Agreement [Member] | Maximum [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Debt instrument, interest rate | 100% | ||||||||||||||||||||
Future Receipts Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Sale of shares | 344,925 | ||||||||||||||||||||
Purchase price of shares on sale | $ 236,250 | ||||||||||||||||||||
Proceeds from sale of stock | 225,000 | ||||||||||||||||||||
Repayment of stock | $ 13,797 | ||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Interest expense | 10,222 | ||||||||||||||||||||
Warrant exercise price | $ 2.25 | ||||||||||||||||||||
Loss from debt extinguishment | $ 163,278 | ||||||||||||||||||||
Note Warrants [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||||||||
Jan And March 2023 Convertible Notes [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Recoginzed amount of debt discount | 132,183 | ||||||||||||||||||||
Remaining balance of debt discount | 180,882 | ||||||||||||||||||||
February Debentures [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Interest expense | 0 | ||||||||||||||||||||
Debt instrument, interest rate | 105% | ||||||||||||||||||||
February Debentures [Member] | February Purchase Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Debt instrument, face amount | $ 500,000 | $ 500,000 | |||||||||||||||||||
February Warrant [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Warrants to purchase shares | 12,500 | 12,500 | |||||||||||||||||||
Warrant exercise price | $ 2.85 | ||||||||||||||||||||
February Commitment Shares [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Warrants to purchase shares | 4,167 | 4,167 | |||||||||||||||||||
February 2023 Convertible Notes [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Recoginzed amount of debt discount | 291,207 | ||||||||||||||||||||
August Warrant[Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Warrant exercise price | $ 2.85 | ||||||||||||||||||||
February Investors [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Warrants to purchase shares | 65,790 | ||||||||||||||||||||
Number of shares issued | 17,594 | 26,391 | |||||||||||||||||||
Standard Merchant Cash Advance Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Gross purchase price | 200,000 | ||||||||||||||||||||
Standard Merchant Cash Advance Agreement [Member] | Cedar [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Receivables purchased value | $ 746,750 | $ 543,750 | $ 465,000 | 465,000 | |||||||||||||||||
Gross purchase price | 375,000 | ||||||||||||||||||||
Gross amount | 134,018 | 356,250 | |||||||||||||||||||
Repayment of debt | 390,892 | $ 1,941,964 | |||||||||||||||||||
Receivables gross purchased value | 515,000 | ||||||||||||||||||||
Repayments of Related Party Debt | 16,594 | ||||||||||||||||||||
Periodic payment | 9,277 | ||||||||||||||||||||
Standard Merchant Cash Advance Agreement [Member] | Cedar [Member] | Minimum [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Reducation in repayment | 643,750 | ||||||||||||||||||||
Standard Merchant Cash Advance Agreement [Member] | Cedar [Member] | Maximum [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Reducation in repayment | $ 674,650 | ||||||||||||||||||||
Revenue Loan and Security Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Repayment of debt | $ 300,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Proceeds from convertible debt | $ 135,000 | $ 275,000 | 100,000 | ||||||||||||||||||
Debt instrument, convertible, conversion price | $ 10 | ||||||||||||||||||||
Warrant exercise price | $ 15 | $ 15 | $ 20 | $ 20 | |||||||||||||||||
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 expense | $ 20,222 | ||||||||||||||||||||
JAG Multi Investments LLC [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Proceeds from issuance of demand notes, related party | $ 100,000 | $ 100,000 | $ 500,000 | ||||||||||||||||||
Interest rate percentage description | The JAG Notes accrue 10% annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. | ||||||||||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||||||||
Share price | $ 10 | ||||||||||||||||||||
Debt instrument, description | 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. | ||||||||||||||||||||
Debt instrument, face amount | $ 110,000 | $ 220,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Jul. 10, 2023 | Dec. 29, 2022 | Dec. 13, 2022 | Dec. 02, 2022 | Nov. 29, 2022 | Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2022 | Feb. 17, 2023 | |
Related Party Transaction [Line Items] | |||||||||
Principal amount | $ 500,000 | ||||||||
Warrant purchase of common stock, shares | 17,500 | ||||||||
Share price | $ 10.40 | ||||||||
Proceeds from convertible debt | $ 410,000 | $ 200,000 | |||||||
Debt instrument, 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. | ||||||||
Accrued compensation | $ 468,527 | ||||||||
Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts payable related parties | 288,084 | ||||||||
Chief Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from convertible debt | $ 25,000 | $ 15,000 | $ 60,000 | $ 100,000 | |||||
Chief Financial Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from convertible debt | $ 25,000 | $ 75,000 | 100,000 | ||||||
Interest costs incurred | $ 20,222 | ||||||||
Standard Merchant Cash Advance Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Gross purchase price | 200,000 | ||||||||
JAG Multi Investments LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from issuance of demand notes, related party | $ 100,000 | $ 100,000 | 500,000 | ||||||
Principal amount | $ 110,000 | $ 220,000 | |||||||
Interest rate percentage description | The JAG Notes accrue 10% annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. | ||||||||
Warrants exercises term | 5 years | 5 years | |||||||
Share price | $ 10 | ||||||||
Debt instrument, description | 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. | ||||||||
JAG Multi Investments LLC [Member] | Related Party Demand Notes [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from issuance of demand notes, related party | $ 550,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||
Mar. 27, 2024 | Feb. 16, 2024 | Feb. 02, 2024 | Jan. 31, 2024 | Jan. 19, 2024 | Jan. 04, 2024 | Dec. 29, 2023 | Nov. 20, 2023 | Nov. 19, 2023 | Aug. 21, 2023 | Aug. 10, 2023 | Aug. 08, 2023 | Aug. 04, 2023 | Jul. 28, 2023 | Jul. 07, 2023 | Mar. 27, 2023 | Mar. 23, 2023 | Feb. 03, 2023 | Aug. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Oct. 13, 2023 | Oct. 12, 2023 | Jun. 28, 2023 | Jun. 27, 2023 | Feb. 17, 2023 | Dec. 29, 2022 | |
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 6,250,000 | ||||||||||||||||||||||||
Preferred stock, par share | $ 5 | |||||||||||||||||||||||||||
Preferred stock, conversion price | $ 12 | |||||||||||||||||||||||||||
Ownership percentage, description | The Company may not effect the conversion of any shares of Series A Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own more than 9.99% of the Company’s outstanding common stock. Moreover, the Company may not effect the conversion of any shares of Series A Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own more than 19.99% of the Company’s outstanding common stock unless and until the Company receives the approval required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or any subsequent trading market). | |||||||||||||||||||||||||||
Gross proceeds | $ 2,708,642 | |||||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 500,000 | |||||||||||||||||||||||||||
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 warrants issued | 19,375 | |||||||||||||||||||||||||||
Gross proceeds | $ 2,708,642 | |||||||||||||||||||||||||||
Proceeds from issuance or sale of equity | $ 500,000 | |||||||||||||||||||||||||||
Number of warrant purchase, shares | 17,500 | |||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Stock issued during for services, value | $ 142,450 | $ 149,900 | ||||||||||||||||||||||||||
Peak One Opportunity Fund L P [Member] | ||||||||||||||||||||||||||||
Repayments of debt | $ 139,849 | |||||||||||||||||||||||||||
Fee amount | $ 10,911 | |||||||||||||||||||||||||||
February Investors [Member] | ||||||||||||||||||||||||||||
Issuance of shares | 7,500 | |||||||||||||||||||||||||||
Number of warrants issued | 65,790 | |||||||||||||||||||||||||||
Purchase warrants exercisable | 17,594 | 26,391 | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Issuance of shares | 100,000 | |||||||||||||||||||||||||||
Shares issued price per share | $ 12.60 | |||||||||||||||||||||||||||
Gross proceeds | $ 500,000 | |||||||||||||||||||||||||||
Number of warrants issued | 115,000 | |||||||||||||||||||||||||||
Exercise price | $ 2.85 | $ 0.20 | ||||||||||||||||||||||||||
Purchase warrants exercisable | 276,000 | |||||||||||||||||||||||||||
Amendment fee | $ 1,000,000 | |||||||||||||||||||||||||||
Stock issued during for services | 69,000 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Public Offering [Member] | ||||||||||||||||||||||||||||
Issuance of shares | 1,580,000 | |||||||||||||||||||||||||||
Number of warrants issued | 3,160,000 | |||||||||||||||||||||||||||
Exercise price | $ 2.85 | |||||||||||||||||||||||||||
Sale of stock | 1,580,000 | |||||||||||||||||||||||||||
Share price | $ 2.85 | |||||||||||||||||||||||||||
Share Exchange Agreement [Member] | ||||||||||||||||||||||||||||
Issuance of shares | 1,200,000 | |||||||||||||||||||||||||||
Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Proceeds from sale of shares | $ 10,000,000 | |||||||||||||||||||||||||||
March Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Issuance of shares | 69,000 | |||||||||||||||||||||||||||
Shares issued price per share | $ 12.60 | |||||||||||||||||||||||||||
Number of warrants issued | 115,000 | |||||||||||||||||||||||||||
Exercise price | $ 0.20 | |||||||||||||||||||||||||||
Purchase warrants exercisable | 276,000 | |||||||||||||||||||||||||||
Proceeds from issuance initial public offering | $ 3,000,000 | |||||||||||||||||||||||||||
Additional gross proceeds from warrants exercises | $ 3,500,000 | |||||||||||||||||||||||||||
February Debentures [Member] | ||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 383,879 | |||||||||||||||||||||||||||
Purchase Agreements [Member] | Public Offering [Member] | ||||||||||||||||||||||||||||
Issuance of shares | 1,580,000 | |||||||||||||||||||||||||||
Number of warrants issued | 3,160,000 | |||||||||||||||||||||||||||
Exercise price | $ 2.85 | |||||||||||||||||||||||||||
Sale of stock | 1,580,000 | |||||||||||||||||||||||||||
Share price | $ 2.85 | |||||||||||||||||||||||||||
Gross proceeds | $ 4,500,000 | |||||||||||||||||||||||||||
Proceeds from issuance or sale of equity | $ 2,150,000 | |||||||||||||||||||||||||||
Purchase price | $ 350,000 | |||||||||||||||||||||||||||
Amendment fee | $ 1,000,000 | |||||||||||||||||||||||||||
Placement Agency Agreement [Member] | Maxim Group LLC [Member] | ||||||||||||||||||||||||||||
Exercise price | $ 3.14 | |||||||||||||||||||||||||||
Percentage of pay placement agent aggregate fee | 7% | |||||||||||||||||||||||||||
Percentage of investors | 5% | |||||||||||||||||||||||||||
Number of warrant purchase, shares | 110,600 | |||||||||||||||||||||||||||
Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||
Shares issued price per share | $ 2.85 | |||||||||||||||||||||||||||
Armistice fee | $ 1,000,000 | |||||||||||||||||||||||||||
Triton Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Issuance of shares | 75,000 | |||||||||||||||||||||||||||
Shares issued price per share | $ 0.85 | |||||||||||||||||||||||||||
Gross proceeds | $ 850,000 | |||||||||||||||||||||||||||
Gross proceeds | $ 36,750 | |||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||||||||||
Purchase agreement, description | The purchase agreement expires upon the earlier of the sale of all 1,000,000 shares of the Company’s common stock or December 31, 2024. | |||||||||||||||||||||||||||
Triton Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Issuance of shares | 1,000,000 | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Issuance of shares | 1,000,000 | |||||||||||||||||||||||||||
Shares issued price per share | $ 5 | |||||||||||||||||||||||||||
Preferred stock, par share | 5 | $ 5 | 5 | |||||||||||||||||||||||||
Preferred stock, conversion price | $ 2.20 | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Issuance of shares | 100,000 | 1,000,000 | ||||||||||||||||||||||||||
Shares issued price per share | $ 5 | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 500,000 | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||||
Gross proceeds | $ 500,000 | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||||
Gross proceeds | $ 500,000 | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||||||||||||||
Gross proceeds | $ 500,000 | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | Share Based Compensation Award Tranche Four [Member] | ||||||||||||||||||||||||||||
Gross proceeds | $ 500,000 | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||
Preferred stock, par share | $ 5 | $ 5 | ||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Issuance of shares | 1,200,000 | |||||||||||||||||||||||||||
Shares issued price per share | $ 5 | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | Nonconsolidated Investees, Other [Member] | ||||||||||||||||||||||||||||
Beneficially percentage | 19.99% | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Share Exchange Agreement [Member] | ||||||||||||||||||||||||||||
Issuance of shares | 163,637 | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Share Exchange Agreement [Member] | Nonconsolidated Investees, Other [Member] | ||||||||||||||||||||||||||||
Beneficially percentage | 6.50% | |||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||
Common stock, shares authorized | 6,250,000 | 125,000,000 | ||||||||||||||||||||||||||
Reverse stock split | 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 | |||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||
Stock issued during for services | 125,500 | |||||||||||||||||||||||||||
Stock issued during for services, value | $ 142,450 |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Equity [Abstract] | |
Number of shares, options outstanding | shares | 106,753 |
Weighted average exercise price, outstanding | $ 41.90 |
Aggregate intrinsic value, outstanding | $ | |
Number of shares, options outstanding, granted | shares | |
Weighted average exercise price, options outstanding, granted | |
Aggregate intrinsic value, granted | $ | |
Number of shares, options outstanding, exercised | shares | |
Weighted average exercise price, options outstanding, exercised | |
Aggregate intrinsic value, exercised | $ | |
Number of shares, options outstanding, canceled | shares | (7,791) |
Weighted average exercise price, outstanding, canceled | $ 34.18 |
Aggregate intrinsic value, canceled | |
Number of shares, options outstanding | shares | 98,962 |
Weighted average exercise price, outstanding | $ 35.20 |
Aggregate intrinsic value, outstanding | $ | |
Number of shares, options exercisable | shares | 84,260 |
Weighted average exercise price, options exercisable | $ 52.83 |
Aggregate intrinsic value, options exercisable | $ |
Schedule of Share-Based Payment
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Equity [Abstract] | ||
Risk-free interest rate range | ||
Risk-free interest rate range, minimum | 3.60% | |
Risk-free interest rate range, maximum | 3.63% | |
Expected life of option-years | 5 years | |
Expected stock price volatility | ||
Expected stock price volatility, minimum | 114.50% | |
Expected stock price volatility, maximum | 114.90% | |
Expected dividend yield |
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, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
Total intrinsic value of options exercised | ||
Total fair value of options vested | $ 71,301 | $ 1,049,109 |
Schedule of Aggregate Restricte
Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity (Details) - Restricted Stock [Member] - 2019 Stock Incentive Plan [Member] | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of unvested shares, balance | shares | 25 |
Weighted averag exercise price, balance | $ / shares | $ 18.42 |
Aggregate value of unvested shares, balance | $ | $ 5,525 |
Number of unvested shares, granted | shares | |
Weighted average exercise price, granted | $ / shares | |
Aggregate value of unvested shares, granted | $ | |
Number of unvested shares, vested | shares | |
Weighted average exercise price, vested | $ / shares | |
Aggregate value of unvested shares, vested | $ | |
Number of unvested shares, forfeitures | shares | |
Weighted average exercise price, forfeitures | $ / shares | |
Aggregate value of unvested shares, forfeitures | $ | |
Number of unvested shares, balance | shares | 25 |
Weighted average exercise price, balance | $ / shares | $ 18.42 |
Aggregate value of unvested shares, balance | $ | $ 5,525 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Apr. 05, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jan. 31, 2024 | Oct. 31, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vested in period fair value | $ 71,301 | $ 1,049,109 | |||
Restricted stock shares, gross | 11,655 | ||||
Share-Based Payment Arrangement [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average remaining service period | 1 year | ||||
Restricted Stock [Member] | Employees, Directors and Consultants [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Restricted stock shares, gross | 0 | ||||
Share based compensation vesting period | 1 year | ||||
2019 Stock Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation, number of shares authorized | 311,049 | 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 | ||||
Share-based compensation number of shares, grant | 149,551 | ||||
Vested in period fair value | $ 71,301 | ||||
2019 Stock Incentive Plan [Member] | Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 3 years | ||||
2019 Stock Incentive Plan [Member] | Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years |
Schedule of Unit Purchase Optio
Schedule of Unit Purchase Option Activity (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, options outstanding | shares | 106,753 |
Weighted average exercise price, outstanding | $ 41.90 |
Aggregate intrinsic value, outstanding | $ | |
Shares Under Option, Granted | shares | |
Weighted- Average Exercise Price, Granted | |
Number of unit purchase options, exercised | shares | |
Weighted average exercise price, exercised | |
Aggregate intrinsic value, exercised | $ | |
Number of unit purchase options, canceled | shares | 7,791 |
Weighted average exercise price, canceled | $ 34.18 |
Aggregate intrinsic value, canceled | |
Number of shares, options outstanding | shares | 98,962 |
Weighted average exercise price, outstanding | $ 35.20 |
Aggregate intrinsic value, outstanding | $ | |
Unit Purchase Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, options outstanding | shares | 4,649 |
Weighted average exercise price, outstanding | $ 64 |
Aggregate intrinsic value, outstanding | $ | |
Shares Under Option, Granted | shares | |
Weighted- Average Exercise Price, Granted | |
Aggregate intrinsic value, granted | |
Number of unit purchase options, exercised | shares | |
Weighted average exercise price, exercised | |
Aggregate intrinsic value, exercised | $ | |
Number of unit purchase options, canceled | shares | |
Weighted average exercise price, canceled | |
Aggregate intrinsic value, canceled | |
Number of shares, options outstanding | shares | 4,649 |
Weighted average exercise price, outstanding | $ 64 |
Aggregate intrinsic value, outstanding | $ |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Unit Purchase Options And Warrants | |
Number of warrants, outstanding, beginning balance | shares | 3,488,620 |
Weighted average exercise price, outstanding, beginning balance | $ / shares | $ 3.95 |
Aggregate intrinsic value, outstanding, beginning balance | $ | |
Number of warrants, granted | shares | 1,000,000 |
Weighted average exercise price, granted | $ / shares | $ 2 |
Aggregate intrinsic value, granted | $ | |
Number of warrants, exercised | shares | |
Weighted average exercise price, exercised | $ / shares | |
Aggregate intrinsic value, exercised | $ | |
Number of warrants, canceled | shares | |
Weighted average exercise price, canceled | $ / shares | |
Aggregate intrinsic value, canceled | $ | |
Number of warrants, outstanding, ending balance | shares | 4,488,620 |
Weighted average exercise price, outstanding, ending balance | $ / shares | $ 2.46 |
Aggregate intrinsic value, outstanding, ending balance | $ |
Unit Purchase Options and War_3
Unit Purchase Options and Warrants (Details Narrative) - USD ($) | 3 Months Ended | |||||||||||||
Mar. 27, 2024 | Jan. 31, 2024 | Dec. 27, 2023 | Aug. 21, 2023 | Aug. 08, 2023 | Aug. 04, 2023 | Jul. 07, 2023 | Mar. 23, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Feb. 17, 2023 | Feb. 03, 2023 | Jan. 31, 2023 | Dec. 29, 2022 | |
Warrant issued | 19,375 | |||||||||||||
Loss from debt extinguishment | $ 163,278 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 17,500 | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Warrant issued | 115,000 | |||||||||||||
Exercise price | $ 2.85 | $ 0.20 | ||||||||||||
Common stock issued | 69,000 | |||||||||||||
Purchase warrants exercisable | 276,000 | |||||||||||||
Exercise price | $ 12.60 | |||||||||||||
Amendment fee | $ 1,000,000 | |||||||||||||
Number of shares issued | 100,000 | |||||||||||||
Securities Purchase Agreement [Member] | Public Offering [Member] | ||||||||||||||
Warrant issued | 3,160,000 | |||||||||||||
Exercise price | $ 2.85 | |||||||||||||
Sale of stock | 1,580,000 | |||||||||||||
Share price | $ 2.85 | |||||||||||||
Number of shares issued | 1,580,000 | |||||||||||||
Placement Agency Agreement [Member] | Maxim Group LLC [Member] | ||||||||||||||
Exercise price | $ 3.14 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 110,600 | |||||||||||||
Triton Purchase Agreement [Member] | ||||||||||||||
Exercise price | $ 0.85 | |||||||||||||
Number of shares issued | 75,000 | |||||||||||||
Triton Purchase Agreement [Member] | Warrant [Member] | ||||||||||||||
Warrant issued | 1,000,000 | |||||||||||||
Exercise price | $ 2 | |||||||||||||
Convertible Notes [Member] | ||||||||||||||
Warrants issued term | 5 years | 5 years | ||||||||||||
Warrant issued | 19,375 | 19,375 | ||||||||||||
Exercise price | $ 20 | $ 20 | ||||||||||||
Warrant exercise price decrease | $ 2.25 | |||||||||||||
Convertible Debentures [Member] | ||||||||||||||
Warrant issued | 12,500 | 12,500 | ||||||||||||
Exercise price | $ 15 | $ 15 | ||||||||||||
Purchase price | $ 2.85 | $ 2.85 | ||||||||||||
Common stock issued | 17,594 | 26,391 | ||||||||||||
Convertible Debentures [Member] | February Warrants [Member] | ||||||||||||||
Warrant issued | 65,790 | 65,790 | ||||||||||||
Exercise price | $ 2.85 | $ 2.85 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 1,836 | |
Income tax rate | 0% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 27, 2023 | Oct. 22, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Loss Contingencies [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, par value | $ 5 | |||
NAYA Biosciences Merger [Member] | ||||
Loss Contingencies [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Converted shares to receive | 7.33333 | |||
Common stock estimated amount | $ 5,000,000 | |||
Preferred stock, par value | $ 5 | |||
Liabilities | $ 5,000,000 | |||
[custom:CommonStockTargetPricePerShare-0] | $ 5 | |||
Termination fee | $ 1,000,000 | |||
[custom:CommonStockEstimatedAmount-0] | 5,000,000 | |||
[custom:PreferredStockEstimatedAmount-0] | $ 2,000,000 | |||
[custom:PurchaseAgreementDescription] | The parties further agreed to the following schedule (the “Minimum Interim Pipe Schedule”) for the initial $2,000,000: (1) $500,000 no later than December 29, 2023, (2) $500,000 no later than January 19, 2024, (3) $500,000 no later than February 2, 2024, and (4) $500,000 no later than February 16, 2024. | |||
Payment to puchse preferred stock | $ 906,000 | |||
NAYA Biosciences Merger [Member] | Merger Agreement [Member] | ||||
Loss Contingencies [Line Items] | ||||
Termination fee | 1,000,000 | |||
NAYA Biosciences Merger [Member] | Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Liabilities | $ 5,000,000 | |||
NAYA Biosciences Merger [Member] | Common Class A [Member] | ||||
Loss Contingencies [Line Items] | ||||
Common stock, par value | $ 0.000001 | |||
NAYA Biosciences Merger [Member] | Common Class B [Member] | ||||
Loss Contingencies [Line Items] | ||||
Number of shares issued for acquisitions | 18,150,000 |
Schedule of Merger Agreement (D
Schedule of Merger Agreement (Details) - Series A Preferred Stock [Member] - Subsequent Event [Member] - NAYA Biosciences Inc [Member] | May 01, 2024 USD ($) shares |
Subsequent Event [Line Items] | |
Shares | 598,800 |
Aggregate purchase price | $ | $ 2,894,000 |
Securities Purchase Agreement [Member] | |
Subsequent Event [Line Items] | |
Shares | 838,800 |
Securities Purchase Agreement [Member] | May 10, 2024 [Member] | |
Subsequent Event [Line Items] | |
Shares | 20,000 |
Aggregate purchase price | $ | $ 100,000 |
Securities Purchase Agreement [Member] | May 17, 2024 [Member] | |
Subsequent Event [Line Items] | |
Shares | 30,000 |
Aggregate purchase price | $ | $ 150,000 |
Securities Purchase Agreement [Member] | May 24, 2024 [Member] | |
Subsequent Event [Line Items] | |
Shares | 30,000 |
Aggregate purchase price | $ | $ 150,000 |
Securities Purchase Agreement [Member] | May 31, 2024 [Member] | |
Subsequent Event [Line Items] | |
Shares | 30,000 |
Aggregate purchase price | $ | $ 150,000 |
Securities Purchase Agreement [Member] | June 7, 2024 [Member] | |
Subsequent Event [Line Items] | |
Shares | 30,000 |
Aggregate purchase price | $ | $ 150,000 |
Securities Purchase Agreement [Member] | June 14, 2024 [Member] | |
Subsequent Event [Line Items] | |
Shares | 30,000 |
Aggregate purchase price | $ | $ 150,000 |
Securities Purchase Agreement [Member] | June 21, 2024 [Member] | |
Subsequent Event [Line Items] | |
Shares | 30,000 |
Aggregate purchase price | $ | $ 150,000 |
Securities Purchase Agreement [Member] | June 28, 2024 [Member] | |
Subsequent Event [Line Items] | |
Shares | 30,000 |
Aggregate purchase price | $ | $ 150,000 |
Securities Purchase Agreement [Member] | July 5, 2024 [Member] | |
Subsequent Event [Line Items] | |
Shares | 30,000 |
Aggregate purchase price | $ | $ 150,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||||||||||||
May 10, 2024 | May 01, 2024 | Apr. 19, 2024 | Apr. 15, 2024 | Apr. 05, 2024 | Mar. 27, 2024 | Jan. 31, 2024 | Jan. 04, 2024 | Dec. 29, 2023 | Nov. 20, 2023 | Aug. 04, 2023 | Mar. 23, 2023 | Apr. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Apr. 17, 2024 | Apr. 16, 2024 | Dec. 31, 2023 | Jul. 07, 2023 | Feb. 17, 2023 | Feb. 03, 2023 | Jan. 31, 2023 | |
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from sale of common stock | $ 2,708,642 | ||||||||||||||||||||||
Principal amount | $ 500,000 | ||||||||||||||||||||||
Warrant issued | 19,375 | ||||||||||||||||||||||
Stock issued during period, value, new issues | $ 2,708,642 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 11,655 | ||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||
Annual interest related party demand conversion price | $ 12 | ||||||||||||||||||||||
Debt Instrument, 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. | ||||||||||||||||||||||
Stockholders equity | $ 10,155 | $ 88,466 | $ (977,612) | $ 892,825 | |||||||||||||||||||
Stockholders equity | $ 2,500,000 | $ 2,500,000 | |||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 1,000,000 | ||||||||||||||||||||||
Annual interest related party demand conversion price | $ 2.20 | ||||||||||||||||||||||
Purchase price per share | $ 5 | ||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Warrant issued | 19,375 | 19,375 | |||||||||||||||||||||
Warrant exercise price | $ 20 | $ 20 | |||||||||||||||||||||
Interest rate | 10% | 10% | |||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Common stock issued for services, shares | 11,655 | ||||||||||||||||||||||
Conversion of period shares | 62,066 | ||||||||||||||||||||||
Conversion of period value | $ 139,649 | ||||||||||||||||||||||
Warrant exercise price | $ 1.20 | ||||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||||
Annual interest related party demand conversion price | $ 1 | ||||||||||||||||||||||
Debt Instrument, Description | The FirstFire Note may not be converted and Conversion Shares may not be issued under the FirstFire Note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding common stock. In addition to the beneficial ownership limitations in the FirstFire Note, the number of shares of common stock that may be issued under the FirstFire Note, the First Warrant, the Second Warrant, and under the FirstFire Purchase Agreement (including the Commitment Shares) is limited to 19.99% of the outstanding common stock as of April 5, 2024 (the “Exchange Cap”, which is equal to 523,344 shares of common stock, subject to adjustment as described in the FirstFire Purchase Agreement), unless stockholder approval is obtained by the Company to issue more than the Exchange Cap. | ||||||||||||||||||||||
Interest value | $ 1,500,000 | ||||||||||||||||||||||
Stockholders equity | $ 892,825 | ||||||||||||||||||||||
Stockholders equity | $ 2,500,000 | ||||||||||||||||||||||
Lease cost | $ 475,000 | ||||||||||||||||||||||
Payment to landlord | $ 356,546.66 | ||||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 20,000 | 61,200 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 100,000 | ||||||||||||||||||||||
Series A preferred stock additional gross proceeds | $ 306,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | NAYA Biosciences Inc [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Purchase of remaining shares | 598,800 | ||||||||||||||||||||||
Subsequent Event [Member] | Convertible Notes [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Warrant exercise price | $ 2.85 | ||||||||||||||||||||||
Issuance of shares | 807,000 | ||||||||||||||||||||||
Proceeds from exercise of warrants | $ 968,400 | ||||||||||||||||||||||
Subsequent Event [Member] | Public Offering [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from public offering | $ 1,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | First Warrant [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Warrant exercise price | $ 1.20 | ||||||||||||||||||||||
Debt Instrument, Description | the Company may not issue any First Warrant Shares upon the exercise of the First Warrants if the issuance of such First Warrant Shares, (taken together with the issuance of any shares held by or issuable to the holder under the FirstFire Purchase Agreement or any other agreement with the Company) would exceed the aggregate number of shares which the Company may issue without breaching 523,344 shares (19.9% of the Company’s outstanding common stock) or any of the Company’s obligations under the rules or regulations of Nasdaq | ||||||||||||||||||||||
Subsequent Event [Member] | First Warrant [Member] | Maximum [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Warrant issued | 229,167 | ||||||||||||||||||||||
Subsequent Event [Member] | Second Warrant [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Warrant exercise price | $ 0.01 | ||||||||||||||||||||||
Debt Instrument, Description | the Company may not issue any Second Warrant Shares upon the exercise of the Second Warrants if the issuance of such Second Warrant Shares, (taken together with the issuance of any shares held by or issuable to the holder under the FirstFire Purchase Agreement or any other agreement with the Company) would exceed the aggregate number of shares which the Company may issue without breaching 523,344 shares (19.9% of the Company’s outstanding common stock) or any of the Company’s obligations under the rules or regulations of Nasdaq. | ||||||||||||||||||||||
Subsequent Event [Member] | Second Warrant [Member] | Maximum [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Warrant issued | 500,000 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 69,000 | ||||||||||||||||||||||
Common stock issued for services, shares | 125,500 | 13,000 | |||||||||||||||||||||
Warrant exercise price | $ 20 | $ 15 | $ 15 | ||||||||||||||||||||
Stock issued during period, value, new issues | $ 7 | ||||||||||||||||||||||
Annual interest related party demand conversion price | $ 10 | ||||||||||||||||||||||
Stockholders equity | $ 262 | $ 69 | $ 61 | $ 249 | |||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from sale of common stock | 185,000 | ||||||||||||||||||||||
Proceeds from sale of common stock | $ 155,000 | ||||||||||||||||||||||
Triton Purchase Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from sale of common stock | 260,000 | ||||||||||||||||||||||
Stock return, shares | 185,000 | ||||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 75,000 | ||||||||||||||||||||||
Proceeds from sale of common stock | $ 36,750 | ||||||||||||||||||||||
Stock issued during period, value, new issues | $ 850,000 | ||||||||||||||||||||||
Purchase price per share | $ 0.85 | ||||||||||||||||||||||
Triton Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 1,000,000 | ||||||||||||||||||||||
First Fire Purchase Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Principal amount | $ 275,000 | ||||||||||||||||||||||
First Fire Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 50,000 | ||||||||||||||||||||||
Stock issued during period, value, new issues | $ 250,000 | ||||||||||||||||||||||
Cash fee | 25,000 | ||||||||||||||||||||||
Interest value | $ 33,000 | ||||||||||||||||||||||
First Fire Purchase Agreement [Member] | Subsequent Event [Member] | First Warrant [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Warrant issued | 229,167 | ||||||||||||||||||||||
Warrant exercise price | $ 1.20 | ||||||||||||||||||||||
First Fire Purchase Agreement [Member] | Subsequent Event [Member] | Second Warrant [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Warrant issued | 500,000 | ||||||||||||||||||||||
Warrant exercise price | $ 0.01 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 100,000 | ||||||||||||||||||||||
Common stock issued for services, shares | 69,000 | ||||||||||||||||||||||
Warrant issued | 115,000 | ||||||||||||||||||||||
Warrant exercise price | $ 0.20 | $ 2.85 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 500,000 | ||||||||||||||||||||||
Issuance of shares | 276,000 | ||||||||||||||||||||||
Purchase price per share | $ 12.60 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 100,000 | 1,000,000 | |||||||||||||||||||||
Purchase price per share | $ 5 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Public Offering [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 1,580,000 | ||||||||||||||||||||||
Warrant issued | 3,160,000 | ||||||||||||||||||||||
Warrant exercise price | $ 2.85 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Purchase price per share | $ 5 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Series A Preferred Stock [Member] | NAYA Biosciences Inc [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Purchase price per share | $ 5 | ||||||||||||||||||||||
Purchase of remaining shares | 838,800 |