Cover
Cover | 6 Months Ended |
Jun. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Registrant Name | BONE BIOLOGICS CORPORATION |
Entity Central Index Key | 0001419554 |
Entity Tax Identification Number | 42-1743430 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 2 Burlington Woods Drive |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | Burlington |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 01803 |
City Area Code | 781 |
Local Phone Number | 552-4452 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Bone Biologics Corporation |
Entity Address, Address Line Two | 2 Burlington Woods Drive |
Entity Address, Address Line Three | Suite 100 |
Entity Address, City or Town | Burlington |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 01803 |
City Area Code | 781 |
Local Phone Number | 552-4452 |
Contact Personnel Name | Jeffrey Frelick |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Prepaid expenses | $ 204,359 | ||
Cash | 5,454,522 | 6,675,365 | |
Total assets | 5,658,881 | 6,675,365 | |
Current liabilities | |||
Bank Overdraft | 10,609 | ||
Accounts payable and accrued expenses | 70,636 | 99,909 | 465,396 |
Current portion of notes payable – related party | 11,712,179 | ||
Interest payable – related party | 1,251,626 | ||
Deferred compensation | 252,500 | ||
Total liabilities | 70,636 | 99,909 | 13,692,310 |
Commitments and Contingencies | |||
Stockholders’ equity | |||
Preferred Stock, $0.001 par value per share; 20,000,000 shares authorized; none issued or outstanding at June 30, 2022 and December 31, 2021 | |||
Common stock, $0.001 par value per share; 100,000,000 shares authorized; 10,350,579 and 10,350,574 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 10,350 | 10,350 | 12,273 |
Additional paid-in capital | 77,212,305 | 77,040,713 | 55,160,339 |
Accumulated deficit | (71,634,410) | (70,475,607) | (68,864,922) |
Total stockholders’ equity | 5,588,245 | 6,575,456 | (13,692,310) |
Total liabilities and stockholders’ equity | $ 5,658,881 | $ 6,675,365 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,350,579 | 10,350,574 | 12,273,036 |
Common stock, shares outstanding | 10,350,579 | 10,350,574 | 12,273,036 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Revenues | ||||||
Cost of revenues | ||||||
Gross profit | ||||||
Operating expenses | ||||||
Research and development | 17,600 | 2,016 | 54,000 | 47,516 | 82,044 | 340,672 |
General and administrative | 451,704 | 229,865 | 1,103,203 | 365,289 | 1,019,432 | 484,342 |
Total operating expenses | 469,304 | 231,881 | 1,157,203 | 412,805 | 1,101,476 | 825,014 |
Loss from operations | (469,304) | (231,881) | (1,157,203) | (412,805) | (1,101,476) | (825,014) |
Other expenses | ||||||
Interest expense, net – related party | (260,017) | (510,840) | (805,109) | (998,076) | ||
Gain on forgiveness of deferred compensation | 297,500 | |||||
Total other income (expenses) | (507,609) | (998,076) | ||||
Loss before provision for income taxes | (469,304) | (491,898) | (1,157,203) | (923,645) | (1,609,085) | (1,823,090) |
Provision for income taxes | 1,600 | 1,600 | 1,600 | |||
Net Loss | $ (469,304) | $ (491,898) | $ (1,158,803) | $ (923,645) | $ (1,610,685) | $ (1,824,690) |
Weighted average shares outstanding – basic and diluted | 10,350,579 | 2,911,333 | 10,350,579 | 2,911,333 | 4,541,861 | 2,911,333 |
Loss per share – basic and diluted | $ (0.05) | $ (0.17) | $ (0.11) | $ (0.32) | $ (0.35) | $ (0.63) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 12,273 | $ 55,160,339 | $ (67,040,232) | $ (11,867,620) |
Balance, shares at Dec. 31, 2019 | 12,273,036 | |||
Net Loss | (1,824,690) | (1,824,690) | ||
Balance at Dec. 31, 2020 | $ 12,273 | 55,160,339 | (68,864,922) | (13,692,310) |
Balance, shares at Dec. 31, 2020 | 12,273,036 | |||
Net Loss | (431,747) | (431,747) | ||
Balance at Mar. 31, 2021 | $ 12,273 | 55,160,339 | (69,296,669) | (14,124,057) |
Balance, shares at Mar. 31, 2021 | 12,273,036 | |||
Balance at Dec. 31, 2020 | $ 12,273 | 55,160,339 | (68,864,922) | (13,692,310) |
Balance, shares at Dec. 31, 2020 | 12,273,036 | |||
Net Loss | (923,645) | |||
Balance at Jun. 30, 2021 | $ 12,273 | 55,160,339 | (69,788,567) | (14,615,955) |
Balance, shares at Jun. 30, 2021 | 12,273,036 | |||
Balance at Dec. 31, 2020 | $ 12,273 | 55,160,339 | (68,864,922) | (13,692,310) |
Balance, shares at Dec. 31, 2020 | 12,273,036 | |||
Fair value of vested stock options issued to employees and directors | 207,035 | 207,035 | ||
Proceeds from sale of common stock units in public offering, net of offering costs $1,073,311 | $ 1,510 | 6,857,333 | 6,858,843 | |
Proceeds from sale of common stock units in public offering, net of offering costs $1,073,311, shares | 1,510,455 | |||
Shares issued upon debt and accrued interest conversion | $ 5,929 | 14,816,006 | 14,821,935 | |
Shares issued upon debt and accrued interest conversion, shares | 5,928,774 | |||
Cancellation of collateral shares upon debt conversion | $ (9,362) | (9,362) | ||
Cancellation of collateral shares upon debt conversion, Shares | (9,361,702) | |||
Share adjustment for October 2021 stock split rounding | ||||
Share adjustment for October 2021 stock split rounding, shares | 11 | |||
Net Loss | (1,610,685) | (1,610,685) | ||
Balance at Dec. 31, 2021 | $ 10,350 | 77,040,713 | (70,475,607) | 6,575,456 |
Balance, shares at Dec. 31, 2021 | 10,350,574 | |||
Balance at Mar. 31, 2021 | $ 12,273 | 55,160,339 | (69,296,669) | (14,124,057) |
Balance, shares at Mar. 31, 2021 | 12,273,036 | |||
Net Loss | (491,898) | (491,898) | ||
Balance at Jun. 30, 2021 | $ 12,273 | 55,160,339 | (69,788,567) | (14,615,955) |
Balance, shares at Jun. 30, 2021 | 12,273,036 | |||
Balance at Dec. 31, 2021 | $ 10,350 | 77,040,713 | (70,475,607) | 6,575,456 |
Balance, shares at Dec. 31, 2021 | 10,350,574 | |||
Fair value of vested stock options issued to employees and directors | 152,844 | 152,844 | ||
Share adjustment for October 2021 stock split rounding | ||||
Share adjustment for October 2021 stock split rounding, shares | 5 | |||
Net Loss | (689,499) | (689,499) | ||
Balance at Mar. 31, 2022 | $ 10,350 | 77,193,557 | (71,165,106) | 6,038,801 |
Balance, shares at Mar. 31, 2022 | 10,350,579 | |||
Balance at Dec. 31, 2021 | $ 10,350 | 77,040,713 | (70,475,607) | 6,575,456 |
Balance, shares at Dec. 31, 2021 | 10,350,574 | |||
Net Loss | (1,158,803) | |||
Balance at Jun. 30, 2022 | $ 10,350 | 77,212,305 | (71,634,410) | 5,588,245 |
Balance, shares at Jun. 30, 2022 | 10,350,579 | |||
Balance at Mar. 31, 2022 | $ 10,350 | 77,193,557 | (71,165,106) | 6,038,801 |
Balance, shares at Mar. 31, 2022 | 10,350,579 | |||
Fair value of vested stock options issued to employees and directors | 18,748 | 18,748 | ||
Net Loss | (469,304) | (469,304) | ||
Balance at Jun. 30, 2022 | $ 10,350 | $ 77,212,305 | $ (71,634,410) | $ 5,588,245 |
Balance, shares at Jun. 30, 2022 | 10,350,579 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Payments of stock issuance costs | $ 1,073,311 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||||
Net loss | $ (1,158,803) | $ (923,645) | $ (1,610,685) | $ (1,824,690) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation | 171,592 | 207,035 | ||
Interest payable – related party | 510,840 | 793,051 | 998,075 | |
Gain on forgiveness of deferred compensation | (297,500) | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | (204,359) | 6,682 | ||
Accounts payable and accrued expenses | (29,273) | (381,159) | (365,487) | 333,000 |
Deferred compensation | 30,000 | 45,000 | 60,000 | |
Net cash used in operating activities | (1,220,843) | (763,964) | (1,228,586) | (426,933) |
Cash flows from financing activities | ||||
Bank overdraft | (10,609) | (10,609) | 10,609 | |
Proceeds from sale of common stock units in public offering, net of offering costs | 6,858,843 | |||
Proceeds from credit facilities – related party | 779,011 | 1,055,717 | 392,179 | |
Net cash provided by financing activities | 768,402 | 7,903,951 | 402,788 | |
Net increase (decrease) in cash | (1,220,843) | 4,438 | 6,675,365 | (24,145) |
Cash, beginning of period | 6,675,365 | 24,145 | ||
Cash, end of period | 5,454,522 | 4,438 | 6,675,365 | |
Supplemental information | ||||
Interest paid - related party | 12,059 | |||
Income taxes paid | $ 1,600 | |||
Non-cash financing activities | ||||
Common shares issued upon conversion of Related Party Notes Payable and credit facilities | $ 14,821,935 |
The Company
The Company | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
The Company | 1. The Company Bone Biologics Corporation (the “Company”) was incorporated under the laws of the State of Delaware on October 18, 2007 as AFH Acquisition X, Inc. Pursuant to a Merger Agreement, dated September 19, 2014, by and among the Company, its wholly-owned subsidiary, Bone Biologics Acquisition Corp., a Delaware corporation (“Merger Sub”), and Bone Biologics, Inc. Merger Sub merged with and into Bone Biologics Inc., with Bone Biologics Inc. remaining as the surviving corporation in the merger. Upon the consummation of the merger, the separate existence of Merger Sub ceased. On September 22, 2014, the Company officially changed its name to “Bone Biologics Corporation” to more accurately reflect the nature of its business and Bone Biologics, Inc. became a wholly owned subsidiary of the Company. Bone Biologics, Inc. was incorporated in California on September 9, 2004. We are a medical device company that is currently focused on bone regeneration in spinal fusion using the recombinant human protein, known as NELL-1/DBM. The NELL-1/DBM combination product is an osteostimulative recombinant protein that provides target specific control over bone regeneration. The protein, as part of the UCB-1 technology platform, has been licensed exclusively for worldwide applications to us through a technology transfer from UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). UCLA TDG and the Company received guidance from the FDA that NELL-1/DBM will be classified as a combination product with a device lead. The production and marketing of the Company’s products and its ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any combination product developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the FDA under the Food, Drug and Cosmetic Act. There can be no assurance that the Company will not encounter problems in clinical trials that will cause the Company or the FDA to delay or suspend clinical trials. The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company. On October 12, 2021, an amendment to our certificate of incorporation for a reverse split of the Company’s outstanding common stock at a ratio of 1 for 2.5 became effective. Going Concern and Liquidity The Company has no significant operating history and since inception to June 30, 2022 has incurred accumulated losses of approximately $ 71.6 9.5 1,158,803 1,220,843 On October 15, 2021, the Company completed a public offering generating net proceeds to the Company of $ 6,858,843 The Company will continue to attempt to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs. If cash resources are insufficient to satisfy the Company’s on-going cash requirements, the Company will be required to scale back or discontinue its product development programs, or obtain funds if available (although there can be no certainties) through strategic alliances that may require the Company to relinquish rights to its technology, substantially reduce or discontinue its operations entirely. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. For the past several years, we have depended on our relationship with Hankey Capital for working capital to fund our operations, which has been raised in the form of both debt and equity capital. Hankey Capital, directly and indirectly, controls approximately 70 | 1. The Company Bone Biologics Corporation (the “Company”) was incorporated under the laws of the State of Delaware on October 18, 2007 as AFH Acquisition X, Inc. Pursuant to a Merger Agreement, dated September 19, 2014, by and among the Company, its wholly-owned subsidiary, Bone Biologics Acquisition Corp., a Delaware corporation (“Merger Sub”), and Bone Biologics, Inc. Merger Sub merged with and into Bone Biologics Inc., with Bone Biologics Inc. remaining as the surviving corporation in the merger. Upon the consummation of the merger, the separate existence of Merger Sub ceased. On September 22, 2014, the Company officially changed its name to “Bone Biologics Corporation” to more accurately reflect the nature of its business and Bone Biologics, Inc. became a wholly owned subsidiary of the Company. Bone Biologics, Inc. was incorporated in California on September 9, 2004. We are a medical device company that is currently focused on bone regeneration in spinal fusion using the recombinant human protein, known as NELL-1/DBM. The NELL-1/DBM combination product is an osteostimulative recombinant protein that provides target specific control over bone regeneration. The protein, as part of the UCB-1 technology platform, has been licensed exclusively for worldwide applications to us through a technology transfer from UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). UCLA TDG and the Company received guidance from the FDA that NELL-1/DBM will be classified as a combination product with a device lead. The production and marketing of the Company’s products and its ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any combination product developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the FDA under the Food, Drug and Cosmetic Act. There can be no assurance that the Company will not encounter problems in clinical trials that will cause the Company or the FDA to delay or suspend clinical trials. The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company. On October 12, 2021, an amendment to our certificate of incorporation for a reverse split of the Company’s outstanding common stock at a ratio of 1 for 2.5 became effective. Going Concern and Liquidity The Company has no significant operating history and since inception to December 31, 2021 has incurred accumulated losses of approximately $ 70.5 6.5 1,610,685 1,228,586 On October 15, 2021, the Company completed a public offering (the “October 2021 Primary Offering”) of 1,510,455 0.001 6.30 5.25 6,858,843 226,568 226,568 90,627 6.30 5 The Company will continue to attempt to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs. If cash resources are insufficient to satisfy the Company’s on-going cash requirements, the Company will be required to scale back or discontinue its product development programs, or obtain funds if available (although there can be no certainties) through strategic alliances that may require the Company to relinquish rights to its technology, substantially reduce or discontinue its operations entirely. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. For the past several years, we have depended on our relationship with Hankey Capital for working capital to fund our operations, which has been raised in the form of both debt and equity capital. Hankey Capital, directly and indirectly, controls approximately 70 12,767,894 2,054,041 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The interim condensed consolidated financial statements included herein reflect all material adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which, in the opinion of management, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under the accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated balance sheet information as of December 31, 2021 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2022 (the “2021 Annual Report”). These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021 and notes thereto included in the 2021 Annual Report. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ended December 31, 2022 or for any other period. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the accrual for potential liabilities, the valuation of stock options and warrants issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. Impact of the Novel Coronavirus (COVID-19) on the Company’s Business Operations The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities worldwide, as businesses and governments have taken broad actions to mitigate this public health crisis. In light of the uncertain and continually evolving situation relating to the spread of COVID-19, this pandemic could pose a risk to the Company. The extent to which the coronavirus may impact the Company’s business operations will depend on future developments, which are highly uncertain and cannot be predicted at this time. The Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become available. The coronavirus pandemic presents a challenge to medical facilities worldwide. As the Company’s clinical trials will be conducted on an outpatient basis, it is not currently possible to predict the full impact of this developing health crisis on such clinical trials, which could include delays in and increased costs of such clinical trials. Current indications from the clinical research organizations which will be conducting the clinical trials for the Company are that such clinical trials are being delayed or extended for several months as a result of the coronavirus pandemic. There is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to the Company in the future. Fair Value of Financial Instruments The Company’s consolidated financial instruments are cash and accounts payable. The recorded values of cash and accounts payable approximate their values based on their short-term nature. The Company 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on nine levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock. Stock Based Compensation ASC 718, Compensation – Stock Compensation Loss per Common Share The Company utilizes FASB ASC Topic No. 260, Earnings per Share 0 9,361,702 Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive for the period ended June 30, 2022 and 2021, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of June 30, 2022 and 2021: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share June 30, 2022 2021 Warrants 1,827,650 33,304 Stock options 342,294 192,281 Convertible promissory notes - 4,996,476 Antidilutive securities, amount 2,169,944 5,222,061 New Accounting Standards Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements and related notes include activities of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the accrual for potential liabilities, the valuation of debt and equity instruments, stock options and warrants issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. Impact of the Novel Coronavirus (COVID-19) on the Company’s Business Operations The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities worldwide, as businesses and governments have taken broad actions to mitigate this public health crisis. The coronavirus pandemic presents a challenge to medical facilities worldwide. As the Company’s clinical trials are conducted on an outpatient basis, it is not currently possible to predict the full impact of this developing health crisis on such clinical trials, which could include delays in and increased costs of such clinical trials. Current indications from the clinical research organizations conducting the clinical trials for the Company are that such clinical trials are being delayed or extended for several months as a result of the coronavirus pandemic. There is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to the Company in the future. Fair Value of Financial Instruments The Company’s consolidated financial instruments are cash, accounts payable and notes payable. The recorded values of cash and accounts payable approximate their values based on their short-term nature. The fair value of convertible notes payable approximate their fair value since the current interest rates and terms on these obligations are the same as prevailing market rates. The Company 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. Research and Development Costs Research and development costs include, but are not limited to, payroll and other personnel expenses, consultants, expenses incurred under agreements with contract research and manufacturing organizations and animal clinical investigative sites and the cost to manufacture clinical trial materials. Costs related to research, design and development of products are charged to research and development expense as incurred. Patents and Licenses Effective April 9, 2019, the Company entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019 (the “Amended License Agreement”) with the UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). The Amended License Agreement amends and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the “2017 Agreement”). The 2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the Company and UCLA TDG, as amended by ten amendments. See Note 9 for commitments related to the Exclusive License Agreement. Patent expenses include costs to acquire the license of NELL-1, which was de minimis, and costs to file patent applications related to NELL-1. The Company expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs, and these costs are included in general and administrative expenses. Costs associated with licenses acquired to be able to use products from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company’s licensed technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple products that would each target a specific indication. Costs of acquisition of licenses are expensed. Concentration of Credit Risk and Other Risks and Uncertainties Cash balances are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Federal insurance coverage is $ 250,000 Stock Based Compensation ASC 718, Compensation – Stock Compensation Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due and deferred taxes resulting from timing differences in recording of transactions for tax purposes and financial reporting purposes. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are received or settled. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized. The accounting provisions related to uncertain income tax positions require the Company to determine whether any tax position in all open years meets a more likely than not threshold of being sustained upon examination by the applicable taxing authority. The Company did not have any changes to its liability for uncertain tax positions as at December 31, 2021 and 2020. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of December 31, 2021 and 2020. The Company recognizes the financial statement effects of a tax position when it becomes more likely than not, based upon the technical merits, that the position will be sustained upon examination. The Company recognizes interest and/or penalties related to uncertain tax positions. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected in the period that such determination is made. The interest and penalties are recognized as other expense and not tax expense. The Company currently has no interest and penalties related to uncertain tax positions. Collateral Shares The Company accounts for the common shares issued as collateral for convertible promissory notes, whether upon original issuance or upon the required annual adjustment, as debt issuance costs in the form of a loan processing fee, which is determined by reference to the par value of the Company’s common stock, with a corresponding charge to operations when such collateral shares are issued. The collateral shares are subject to significant contractual restrictions limiting their sale or transfer. As these common shares have been issued to and are held by the lender, and are contingently returnable to the Company under certain conditions, such shares are considered as issued and outstanding on the Company’s balance sheet, but are not included in earnings per share calculations for all periods presented. In the event of an uncured event of default, the Company will record a charge to operations to recognize that the collateral shares are no longer owned or controlled by the Company, and such prospective charge to operations would be based on the fair market value of the collateral shares at that time, and which would be classified as a cost of debt capital and recognized as a charge to operations. As of December 31, 2021, all previously issued collateral shares have been returned to the common. Loss per Common Share The Company utilizes FASB ASC Topic No. 260, Earnings per Share 0 9,361,702 Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive for the years ended 2021 and 2020, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2021 and 2020: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share December 31, 2021 2020 Warrants 1,827,650 91,841 Stock options 241,128 226,418 Convertible promissory notes - 4,684,872 2,068,778 5,003,131 New Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. ASU 2020-06 will be effective January 1, 2024, and a cumulative-effect adjustment to the opening balance of retained earnings is required upon adoption. Early adoption is permitted. We early adopted ASU 2020-06 on January 1, 2021, using the modified retrospective approach. Adoption of the new standard did not affect any previously reported amounts. Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Notes Payable - Related Party
Notes Payable - Related Party | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable - Related Party | 3. Notes Payable - Related Party Hankey Capital LLC (Hankey Capital) Hankey Capital held certain convertible notes of the Company as discussed below. Don Hankey, the CEO and Chairman of Hankey Group, is our non-independent Chairman of the Board and a significant shareholder. Bret Hankey, the president of Hankey Capital, was a non-independent board member through October 13, 2021. The Hankey Group is an affiliate of Hankey Capital. Prior to January 1, 2019, the Company issued three convertible promissory notes in the aggregate amount of $ 9,000,000 December 31, 2021 4.0 8.5 1.00 9,000,000 7,659,574 The Company and Hankey Capital entered into agreements under which Hankey Capital provided credit facilities in an aggregate amount of $ 3,800,000 1.00 4.0 8.5 2,712,179 1,055,715 1,702,128 In connection with the October 2021 Primary Offering, Hankey Capital converted all the outstanding convertible notes and advances under the secured credit facilities ($ 12,767,894 2,054,041 9,361,702 Schedule of Notes Payable Note Type Issue Date Maturity Date Interest Rate December 31, 2021 December 31, 2020 First Secured Convertible Note 10/24/14 12/31/21 8.5 % $ - $ 5,000,000 Second Secured Convertible Note 5/4/15 12/31/21 8.5 % - 2,000,000 Third Secured Convertible Note 2/24/16 12/31/21 8.5 % - 2,000,000 First Credit Facility 7/24/18 12/31/21 8.5 % - 2,000,000 Second Credit Facility 9/19/19 12/31/21 8.5 % - 712,179 Notes payable $ - $ 11,712,179 Interest payable – related party on the above notes was $- 0 1,251,626 805,109 998,076 |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Stockholders’ Deficit | 3. Stockholders’ Deficit Preferred Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 20,000,000 No Common Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 100,000,000 10,350,579 10,350,574 Common Stock Warrants A summary of warrant activity for the period ended June 30, 2022 is presented below: Schedule of Warrant Activity Number of Weighted Weighted Subject to Exercise Warrants Price Life (Years) Outstanding as of December 31, 2021 1,827,650 $ 6.30 4.79 Granted – 2022 - - - Forfeited/Expired – 2022 - - - Exercised – 2022 - - - Outstanding as of June 30, 2022 1,827,650 $ 6.30 4.29 As of June 30, 2022, the Company had outstanding vested and unexercised Common Stock Warrants as follows: Schedule of Outstanding Vested and Unexercised Common Stock Warrants Date Issued Exercise Price Number of Expiration date October 2021 $ 6.30 1,737,023 October 13, 2026 October 2021 $ 6.30 90,627 October 13, 2026 Total outstanding warrants at June 30, 2022 1,827,650 Based on a fair market value of $ 1.40 | 4. Stockholders’ Deficit Preferred Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 20,000,000 No Common Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 100,000,000 10,350,574 12,273,036 2021 On October 15, 2021, the Company completed a public offering (the “October 2021 Primary Offering”) of 1,510,455 0.001 6.30 5.25 6,858,843 226,568 226,568 90,627 6.30 5 During October 2021, Hankey Capital converted all the outstanding convertible notes in accordance with the original term of the note agreements ($ 12,767,894 2,054,041 5,928,774 9,361,702 2020 During the year ended December 31, 2020 there were no shares issued. Common Stock Warrants A summary of warrant activity for the years ended December 31, 2021 and 2020 are presented below: Schedule of Warrant Activity Subject to Exercise Number of Warrants Weighted Average Exercise Price Weighted Average Life (Years) Outstanding as of December 31, 2019 204,855 $ 12.64 1.40 Granted – 2020 - - - Forfeited/Expired – 2020 (113,014 ) - - Exercised – 2020 - - - Outstanding as of December 31, 2020 91,841 $ 14.88 0.34 Granted – 2021 1,827,650 6.30 5.00 Forfeited/Expired – 2021 (91,841 ) - - Exercised – 2021 - - - Outstanding as of December 31, 2021 1,827,650 $ 6.30 4.79 As of December 31, 2021, the Company had outstanding vested and unexercised Common Stock Warrants as follows: Schedule of Outstanding Vested and Unexercised Common Stock Warrants Date Issued Exercise Price Number of Warrants Expiration date October 2021 $ 6.30 1,737,023 October 13, 2026 October 2021 $ 6.30 90,627 October 13, 2026 Total outstanding warrants at December 31, 2021 1,827,650 Based on a fair market value of $ 3.52 |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-based Compensation | 4. Stock-based Compensation 2015 Equity Incentive Plan The Company has 560,000 5% Awards may be granted under our 2015 Equity Incentive Plan to our employees, including officers, director or consultants, and our present or future affiliated entities. While we may grant incentive stock options only to employees, we may grant non-statutory stock options, stock appreciation rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based awards or other stock based awards to any eligible participant. The 2015 Equity Incentive Plan is administered by our compensation committee. Subject to the provisions of our 2015 Equity Incentive Plan, the compensation committee determines, in its discretion, the persons to whom, and the times at which, awards are granted, as well as the size, terms and conditions of each award. All awards are evidenced by a written agreement between us and the holder of the award. The compensation committee has the authority to construe and interpret the terms of our 2015 Equity Incentive Plan and awards granted under our 2015 Equity Incentive Plan. A summary of stock option activity for the period ended June 30, 2022, is presented below: Schedule of Stock Option Activity Number of Weighted Weighted Aggregate Subject to Exercise Options Price Life (Years) Value Outstanding as of December 31, 2021 241,128 $ 32.76 5.43 $ 9,445 Granted – 2022 101,166 3.67 4.07 - Forfeited/Expired – 2022 - - - - Exercised – 2022 - - - - Outstanding as of June 30, 2022 342,294 $ 21.76 4.80 $ - As of June 30, 2022, the Company had outstanding stock options as follows: Schedule of Outstanding Stock Options Date Issued Exercise Price Number of Expiration date August 2015 $ 39.75 41,624 December 27, 2025 September 2015 $ 39.75 8,000 December 27, 2025 November 2015 $ 39.75 48,986 December 27, 2025 December 2015 $ 39.75 2,228 December 27, 2025 January 2016 $ 39.75 51,032 January 9, 2026 May 2016 $ 51.25 10,766 May 26, 2026 September 2016 $ 51.25 3,973 May 31, 2026 January 2017 $ 51.25 2,142 January 1, 2027 January 2018 $ 49.25 1,566 January 1, 2028 January 2019 $ 2.35 21,964 January 1, 2029 October 2021 $ 5.25 48,847 October 26, 2031 January 2022 $ 3.52 26,166 January 1, 2032 January 2022 $ 3.72 50,000 January 1, 2024 January 2022 $ 3.72 25,000 January 3, 2024 Total outstanding options at June 30, 2022 342,294 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value ( i.e. There were 101,166 171,592 During the six month period ended June 30, 2022 and 2021, the Company had stock-based compensation expense of $ 171,592 0 The Company utilized the Black-Scholes option-pricing model. The assumptions used for the periods ended June 30, 2022 and 2021 are as follows: Schedule of Assumptions Using Black-Scholes Option Pricing Model June 30, 2022 June 30, 2021 Risk free interest rate 0.39% 1.279 % - % Expected life (in years) 1.00 5.37 - Expected Volatility 96.24% 112.54 % - % Expected dividend yield - % - % A summary of the changes in the Company’s non-vested options during the six month period ended June 30, 2022, is as follows: Schedule of Stock Options Non-vested Number of Non- Weighted Average Non-vested at December 31, 2021 - $ - Granted in 2022 101,166 $ 1.77 Forfeited in 2022 - $ - Vested in 2022 (101,166 ) $ 1.77 Non-vested at June 30, 2022 - $ - Exercisable at June 30, 2022 342,294 $ 21.81 Outstanding at June 30, 2022 342,294 $ 21.81 As of June 30, 2022, there was no | 5. Stock-based Compensation 2015 Equity Incentive Plan The Company has 560,000 5 Awards may be granted under our 2015 Equity Incentive Plan to our employees, including officers, director or consultants, and our present or future affiliated entities. While we may grant incentive stock options only to employees, we may grant non-statutory stock options, stock appreciation rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based awards or other stock based awards to any eligible participant. The 2015 Equity Incentive Plan is administered by our compensation committee. Subject to the provisions of our 2015 Equity Incentive Plan, the compensation committee determines, in its discretion, the persons to whom, and the times at which, awards are granted, as well as the size, terms and conditions of each award. All awards are evidenced by a written agreement between us and the holder of the award. The compensation committee has the authority to construe and interpret the terms of our 2015 Equity Incentive Plan and awards granted under our 2015 Equity Incentive Plan. A summary of stock option activity for the years ended December 31, 2021 and 2020 are presented below: Schedule of Stock Option Activity Subject to Exercise Number of Options Weighted Average Exercise Price Weighted Average Life (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2019 226,418 $ 41.08 6.56 $ - Granted – 2020 - - - - Forfeited/Expired – 2020 - - - - Exercised – 2020 - - - - Outstanding as of December 31, 2020 226,418 $ 37.00 4.65 $ - Outstanding as of December 31, 2020 226,418 $ 37.00 4.65 $ - Granted – 2021 48,847 4.24 10.00 - Forfeited/Expired – 2021 (34,137 ) 40.48 - - Exercised – 2021 - - - - Outstanding as of December 31, 2021 241,128 $ 32.76 5.43 $ 9,445 As of December 31, 2021, the Company had outstanding stock options as follows: Schedule of Outstanding Stock Options Date Issued Exercise Price Number of Options Expiration date August 2015 $ 39.75 41,624 December 27, 2025 September 2015 $ 39.75 8,000 December 27, 2025 November 2015 $ 39.75 48,986 December 27, 2025 December 2015 $ 39.75 2,228 December 27, 2025 January 2016 $ 39.75 51,032 January 9, 2026 May 2016 $ 51.25 10,766 May 26, 2026 September 2016 $ 51.25 3,973 May 31, 2026 January 2017 $ 51.25 2,142 January 1, 2027 January 2018 $ 49.25 1,566 January 1, 2028 January 2019 $ 2.35 21,964 January 1, 2029 October 2021 $ 5.25 48,847 October 26, 2031 Total outstanding options at December 31, 2021 241,128 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value ( i.e. There were 48,847 207,035 no During the years ended December 31, 2021 and 2020, the Company had stock-based compensation expense of $ 207,035 0 The Company utilized the Black-Scholes option-pricing model. The assumptions used for the years ended December 31, 2021 and 2020 are as follows: Schedule of Assumptions Using Black-Scholes Option Pricing Model December 31, 2021 December 31, 2020 Risk free interest rate 1.21 % - % Expected life (in years) 2 10 - Expected Volatility 113.93 % - % Expected dividend yield 0 % 0 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes The provision for income taxes consists of the following: Schedule of Provision for Income Taxes Year Ended December 31, 2021 December 31, 2020 Current: Federal $ - $ - State 1,600 1,600 Total current 1,600 1,600 Deferred: Federal - - State - - Total deferred - - Provision for income taxes $ 1,600 $ 1,600 The components of deferred tax assets and liabilities consist of the following: Schedule of Deferred Tax Assets and Liabilities December 31, 2021 December 31, 2020 Deferred tax assets Net operating losses $ 9,189,000 $ 8,749,000 Accrued expenses 693,000 693,000 R&D credits 624,000 619,000 Stock compensation 8,287,000 8,287,000 Total 18,793,000 18,348,000 Less: Valuation allowance (18,793,000 ) (18,348,000 ) Deferred tax assets $ - $ - The Company’s federal and state net operating loss carryforwards at December 31, 2021 and 2020 were approximately $ 29,662,000 29,860,000 The Company reviews its deferred tax assets for realization based upon historical taxable income, prudent and feasible tax planning strategies, the expected timing of the reversals of existing temporary differences and expected future taxable income. The Company has concluded that it is more likely than not that the deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against the net deferred tax assets in the amount of $ 18,793,000 445,000 The effective tax rate differs from the statutory tax rate principally due to the change in valuation allowance, nondeductible permanent differences, credits, and state income taxes. A reconciliation of the federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2021 and 2020 is as follows: Schedule of Income Tax Effective Tax Rate December 31, 2021 December 31, 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 6.2 % 6.9 % Nondeductible permanent items (0.1 )% (0.2 )% Deferred tax rate change - % - % Research and development credit 0.3 % 1.2 % Change in valuation allowance (27.4 )% (28.9 )% Income tax provision 0.0 % 0.0 % The Company’s effective tax rate is 0 The Company files tax returns for U.S. Federal, State of Massachusetts, and State of California. The Company is not currently subject to any income tax examinations. Since the Company’s inception, the Company had incurred losses from operations, which generally allows all tax years to remain open. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions Hankey Capital LLC (Hankey Capital) Hankey Capital held certain convertible notes of the Company as discussed in Note 3. Don Hankey, the CEO and Chairman of Hankey Group, is our non-independent Chairman of the Board and a significant shareholder. Bret Hankey, the president of Hankey Capital, was a non-independent board member through October 13, 2021. The Hankey Group is an affiliate of Hankey Capital. |
Deferred Compensation
Deferred Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Compensation | |
Deferred Compensation | 8. Deferred Compensation Pursuant to an October 2016 Note Purchase Agreement, the Company’s management had agreed to defer 20 5,000,000 252,500 45,000 297,500 297,500 As of December 31, 2021 and 2020, deferred compensation was $- 0 252,500 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 5. Commitments and Contingencies UCLA TDG Exclusive License Agreement Effective April 9, 2019, the Company entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019 and amended through three sets of amendments including a third amendment effective May 9, 2022 (as so amended the “Amended License Agreement”) with the UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). The Amended License Agreement amends and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the “2017 Agreement”). The 2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the Company and UCLA TDG, as amended by ten amendments. Under the terms of the Amended License Agreement, UCLA TDG has continued to grant the Company exclusive rights to develop and commercialize NELL-1 (the “Licensed Product”) for spinal fusion, osteoporosis and trauma applications. The Licensed Product is a recombinant human protein growth factor that is essential for normal bone development. We have agreed to pay an annual maintenance fee to UCLA TDG of $ 10,000 3.0% 50,000 250,000 0.333% 10% 20% We are obligated to make the following milestone payments to UCLA TDG for each Licensed Product or Licensed Method: ● $ 100,000 ● $ 250,000 ● $ 500,000 ● $ 1,000,000 We are also obligated pay to UCLA TDG a fee (the “Diligence Fee”) of $ 8,000,000 ● Due upon cumulative Net Sales equaling $50,000,000 following the Triggering Sale Date - $2,000,000 ● Due upon cumulative Net Sales equaling $100,000,000 following the Triggering Sale Date - $2,000,000 ● Due upon cumulative Net Sales equaling $200,000,000 following the Triggering Sale Date - $4,000,000 The Company’s obligation to pay the Diligence Fee will survive termination or expiration of the agreement and the Company is prohibited from assigning, selling, or otherwise transferring any of its assets related to any Licensed Product unless the Company’s foregoing Diligence Fee obligation is assigned, sold, or transferred along with such assets, or unless the Company pays UCLA TDG the Diligence Fee within ten (10) days of such assignment, sale or other transfer of such rights to any Licensed Product. We are also obligated to pay UCLA TDG a cash milestone payment within thirty (30) days of a Liquidity Event (including a Change of Control Transaction and a payment election by UCLA TDG exercisable after December 22, 2016) such payment to equal the greater of: ● $ 500,000 ● 2% We are obligated to diligently proceed with developing and commercializing licensed products under UCLA TDG patents set forth in the Amended License Agreement. UCLA TDG has the right to either terminate the license or reduce the license to a non-exclusive license if we do not meet certain diligence milestone deadlines set forth in the Amended License Agreement. We must reimburse or pre-pay UCLA TDG for patent prosecution and maintenance costs incurred during the term of the Amended License Agreement. We have the right to bring infringement actions against third party infringers of the Amended License Agreement, UCLA TDG may join voluntarily, at its own expense, or, at our expense, be joined involuntarily to the action. We are required to indemnify UCLA TDG against any third party claims arising out of our exercise of the rights under the Amended License Agreement or any sublicense. Payments to UCLA TDG under the Amended License Agreement for the six months ended June 30, 2022 and 2021 were $ 10,000 45,500 Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In July 2019, Dr. Bessie (Chia) Soo and Dr. Kang (Eric) Ting (“Plaintiffs”) filed a complaint (the “Complaint”) in federal court in Massachusetts against the Company, Bruce Stroever (“Stroever”), John Booth (“Booth”), Stephen LaNeve (“LaNeve”, and together with Stroever and Booth, the “Individual Defendants”), and MTF Biologics (f/k/a The Musculoskeletal Transplant Foundation, Inc.) (“MTF”). The Complaint alleges claims for breach of contract against the Company and tortious interference with contract against the Individual Defendants and MTF arising from the termination of the Professional Service Agreements, dated as of January 8, 2016, between the Company and each of the Plaintiffs. The Individual Defendants have been sued for actions taken by them in connection with their service to the Company as directors and/or officers of the Company. As such, the Company has certain indemnification obligations to the Individual Defendants. The Company and the Individual Defendants intend to vigorously defend against the allegations in the Complaint. Based on the early stage of the litigation, it is not possible to estimate the amount or range of any possible loss arising from the expenditure of defense fees, a judgment or settlement of the matter. | 9. Commitments and Contingencies UCLA TDG Exclusive License Agreement Effective April 9, 2019, the Company entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019 (as so amended the “Amended License Agreement”) with the UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). The Amended License Agreement amends and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the “2017 Agreement”). The 2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the Company and UCLA TDG, as amended by ten amendments. Under the terms of the Amended License Agreement, the Regents have continued to grant the Company exclusive rights to develop and commercialize NELL-1 (the “Licensed Product”) for spinal fusion, osteoporosis and trauma applications. The Licensed Product is a recombinant human protein growth factor that is essential for normal bone development. We have agreed to pay an annual maintenance fee to UCLA TDG of $ 10,000 3.0 50,000 250,000 0.333 10 20 We are obligated to make the following milestone payments to UCLA TDG for each Licensed Product or Licensed Method: ● $ 100,000 ● $ 250,000 ● $ 500,000 ● $ 1,000,000 We are also obligated to pay UCLA TDG a cash milestone payment within thirty (30) days of a Liquidity Event (including a Change of Control Transaction and a payment election by UCLA TDG exercisable after December 22, 2016, such payment to equal the greater of: ● $ 500,000 ● 2 As of December 31, 2021, none of the above milestones has been met. We are obligated to diligently proceed with developing and commercializing licensed products under UCLA patents set forth in the Amended License Agreement. UCLA TDG has the right to either terminate the license or reduce the license to a non-exclusive license if we do not meet certain diligence milestone deadlines set forth in the Amended License Agreement. We must reimburse or pre-pay UCLA TDG for patent prosecution and maintenance costs incurred during the term of the Amended License Agreement. We have the right to bring infringement actions against third party infringers of the Amended License Agreement, UCLA TDG may join voluntarily, at its own expense, or, at our expense, be joined involuntarily to the action. We are required to indemnify UCLA TDG against any third party claims arising out of our exercise of the rights under the Amended License Agreement or any sublicense. On August 13, 2020 the Company and UCLA TDG entered into a First Amendment to the Amended and Restated License Agreement pursuant to which the due dates for certain Development Milestones were updated to better reflect delays caused by the COVID-19 Pandemic and to address the Company’s failure to pay certain amounts with regard to patent prosecution, cost reimbursement, maintenance fees, and late fees, and in connection therewith, a revised payment schedule was set forth. On June 30, 2021 the Company and UCLA TDG entered into a Second Amendment to the Amended and Restated License Agreement pursuant to which the due dates for certain Development Milestones was updated to better reflect delays caused by the COVID-19 Pandemic. Payments to UCLA TDG under the Amended License Agreement for the years ended December 31, 2021 and 2020 were $ 45,500 102,293 Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In July 2019, Dr. Bessie (Chia) Soo and Dr. Kang (Eric) Ting (“Plaintiffs”) filed a complaint (the “Complaint”) in federal court in Massachusetts against the Company, Bruce Stroever (“Stroever”), John Booth (“Booth”), Stephen LaNeve (“LaNeve”, and together with Stroever and Booth, the “Individual Defendants”), and MTF Biologics (f/k/a The Musculoskeletal Transplant Foundation, Inc.) (“MTF”). The Complaint alleges claims for breach of contract against the Company and tortious interference with contract against the Individual Defendants and MTF arising from the termination of the Professional Service Agreements, dated as of January 8, 2016, between the Company and each of the Plaintiffs. The Individual Defendants have been sued for actions taken by them in connection with their service to the Company as directors and/or officers of the Company. As such, the Company has certain indemnification obligations to the Individual Defendants. The Company and the Individual Defendants intend to vigorously defend against the allegations in the Complaint. Based on the very early stage of the litigation, it is not possible to estimate the amount or range of any possible loss arising from the expenditure of defense fees, a judgment or settlement of the matter. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 6. Subsequent Events On August 23, 2022, the Company issued to three (3) of our non-employee independent directors each 36,845 | 10. Subsequent Events On December 17, 2021, Bone Biologics Corporation (the “Company”) entered into a revised Employment Agreement (the “Employment Agreement”) with Deina H. Walsh, the Company’s Chief Financial Officer (“CFO) and principal accounting officer. The Employment Agreement is effective January 3, 2022. Ms. Walsh has served as the Company’s CFO since November 4, 2014. Under the terms of the Employment Agreement, Ms. Walsh will serve as the Company’s CFO at-will and not for any specified period and may be terminated at any time with or without cause. Her base salary will be $ 200,000 25 The annual bonus, if any, shall be paid on or before March 15th of the calendar year following the year in which it is considered earned. The actual annual bonus paid may be more or less than twenty-five percent (25%) of Ms. Walsh’s base salary Ms. Walsh will receive a stock option grant whereby she is entitled to 25,000 On January 1, 2022, Mr. Frelick received a stock option grant whereby he is entitled to 50,000 On January 1, 2022, pursuant to our Non-Employee Director Compensation Policy, 26,166 On March 3, 2022, Bone Biologics Corporation (the “Company”) entered into a Supply and Development Support Agreement (the “Agreement”) with Musculoskeletal Transplant Foundation, Inc. (“MTF”). Under the Agreement, MTF agrees to be the exclusive supplier of demineralized bone matrix (“DBM”) to the Company for use with Nell-1 and MTF will provide reasonable development support to the Company for the development of Nell-1 with DBM as a carrier. The Agreement is in effect for a period of five years and may be extended for one (1) or more years upon mutual agreement of the Company and MTF. The Agreement also includes provisions relating to, among others, delivery, inspection procedures, warranties, quality management, compliance, forecasts, intellectual property rights, indemnification, and confidentiality. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The interim condensed consolidated financial statements included herein reflect all material adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which, in the opinion of management, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under the accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated balance sheet information as of December 31, 2021 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2022 (the “2021 Annual Report”). These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021 and notes thereto included in the 2021 Annual Report. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ended December 31, 2022 or for any other period. | Basis of Presentation The accompanying consolidated financial statements and related notes include activities of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the accrual for potential liabilities, the valuation of stock options and warrants issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the accrual for potential liabilities, the valuation of debt and equity instruments, stock options and warrants issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. |
Impact of the Novel Coronavirus (COVID-19) on the Company’s Business Operations | Impact of the Novel Coronavirus (COVID-19) on the Company’s Business Operations The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities worldwide, as businesses and governments have taken broad actions to mitigate this public health crisis. The coronavirus pandemic presents a challenge to medical facilities worldwide. As the Company’s clinical trials are conducted on an outpatient basis, it is not currently possible to predict the full impact of this developing health crisis on such clinical trials, which could include delays in and increased costs of such clinical trials. Current indications from the clinical research organizations conducting the clinical trials for the Company are that such clinical trials are being delayed or extended for several months as a result of the coronavirus pandemic. There is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to the Company in the future. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s consolidated financial instruments are cash and accounts payable. The recorded values of cash and accounts payable approximate their values based on their short-term nature. The Company 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on nine levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock. | Fair Value of Financial Instruments The Company’s consolidated financial instruments are cash, accounts payable and notes payable. The recorded values of cash and accounts payable approximate their values based on their short-term nature. The fair value of convertible notes payable approximate their fair value since the current interest rates and terms on these obligations are the same as prevailing market rates. The Company 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. |
Research and Development Costs | Research and Development Costs Research and development costs include, but are not limited to, payroll and other personnel expenses, consultants, expenses incurred under agreements with contract research and manufacturing organizations and animal clinical investigative sites and the cost to manufacture clinical trial materials. Costs related to research, design and development of products are charged to research and development expense as incurred. | |
Patents and Licenses | Patents and Licenses Effective April 9, 2019, the Company entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019 (the “Amended License Agreement”) with the UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). The Amended License Agreement amends and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the “2017 Agreement”). The 2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the Company and UCLA TDG, as amended by ten amendments. See Note 9 for commitments related to the Exclusive License Agreement. Patent expenses include costs to acquire the license of NELL-1, which was de minimis, and costs to file patent applications related to NELL-1. The Company expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs, and these costs are included in general and administrative expenses. Costs associated with licenses acquired to be able to use products from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company’s licensed technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple products that would each target a specific indication. Costs of acquisition of licenses are expensed. | |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Cash balances are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Federal insurance coverage is $ 250,000 | |
Stock Based Compensation | Stock Based Compensation ASC 718, Compensation – Stock Compensation | Stock Based Compensation ASC 718, Compensation – Stock Compensation |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due and deferred taxes resulting from timing differences in recording of transactions for tax purposes and financial reporting purposes. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are received or settled. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized. The accounting provisions related to uncertain income tax positions require the Company to determine whether any tax position in all open years meets a more likely than not threshold of being sustained upon examination by the applicable taxing authority. The Company did not have any changes to its liability for uncertain tax positions as at December 31, 2021 and 2020. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of December 31, 2021 and 2020. The Company recognizes the financial statement effects of a tax position when it becomes more likely than not, based upon the technical merits, that the position will be sustained upon examination. The Company recognizes interest and/or penalties related to uncertain tax positions. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected in the period that such determination is made. The interest and penalties are recognized as other expense and not tax expense. The Company currently has no interest and penalties related to uncertain tax positions. | |
Collateral Shares | Collateral Shares The Company accounts for the common shares issued as collateral for convertible promissory notes, whether upon original issuance or upon the required annual adjustment, as debt issuance costs in the form of a loan processing fee, which is determined by reference to the par value of the Company’s common stock, with a corresponding charge to operations when such collateral shares are issued. The collateral shares are subject to significant contractual restrictions limiting their sale or transfer. As these common shares have been issued to and are held by the lender, and are contingently returnable to the Company under certain conditions, such shares are considered as issued and outstanding on the Company’s balance sheet, but are not included in earnings per share calculations for all periods presented. In the event of an uncured event of default, the Company will record a charge to operations to recognize that the collateral shares are no longer owned or controlled by the Company, and such prospective charge to operations would be based on the fair market value of the collateral shares at that time, and which would be classified as a cost of debt capital and recognized as a charge to operations. As of December 31, 2021, all previously issued collateral shares have been returned to the common. | |
Loss per Common Share | Loss per Common Share The Company utilizes FASB ASC Topic No. 260, Earnings per Share 0 9,361,702 Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive for the period ended June 30, 2022 and 2021, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of June 30, 2022 and 2021: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share June 30, 2022 2021 Warrants 1,827,650 33,304 Stock options 342,294 192,281 Convertible promissory notes - 4,996,476 Antidilutive securities, amount 2,169,944 5,222,061 | Loss per Common Share The Company utilizes FASB ASC Topic No. 260, Earnings per Share 0 9,361,702 Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive for the years ended 2021 and 2020, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2021 and 2020: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share December 31, 2021 2020 Warrants 1,827,650 91,841 Stock options 241,128 226,418 Convertible promissory notes - 4,684,872 2,068,778 5,003,131 |
New Accounting Standards | New Accounting Standards Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. | New Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. ASU 2020-06 will be effective January 1, 2024, and a cumulative-effect adjustment to the opening balance of retained earnings is required upon adoption. Early adoption is permitted. We early adopted ASU 2020-06 on January 1, 2021, using the modified retrospective approach. Adoption of the new standard did not affect any previously reported amounts. Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Impact of the Novel Coronavirus (COVID-19) on the Company’s Business Operations | Impact of the Novel Coronavirus (COVID-19) on the Company’s Business Operations The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities worldwide, as businesses and governments have taken broad actions to mitigate this public health crisis. In light of the uncertain and continually evolving situation relating to the spread of COVID-19, this pandemic could pose a risk to the Company. The extent to which the coronavirus may impact the Company’s business operations will depend on future developments, which are highly uncertain and cannot be predicted at this time. The Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become available. The coronavirus pandemic presents a challenge to medical facilities worldwide. As the Company’s clinical trials will be conducted on an outpatient basis, it is not currently possible to predict the full impact of this developing health crisis on such clinical trials, which could include delays in and increased costs of such clinical trials. Current indications from the clinical research organizations which will be conducting the clinical trials for the Company are that such clinical trials are being delayed or extended for several months as a result of the coronavirus pandemic. There is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to the Company in the future. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of June 30, 2022 and 2021: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share June 30, 2022 2021 Warrants 1,827,650 33,304 Stock options 342,294 192,281 Convertible promissory notes - 4,996,476 Antidilutive securities, amount 2,169,944 5,222,061 | The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2021 and 2020: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share December 31, 2021 2020 Warrants 1,827,650 91,841 Stock options 241,128 226,418 Convertible promissory notes - 4,684,872 2,068,778 5,003,131 |
Notes Payable - Related Party (
Notes Payable - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Schedule of Notes Payable Note Type Issue Date Maturity Date Interest Rate December 31, 2021 December 31, 2020 First Secured Convertible Note 10/24/14 12/31/21 8.5 % $ - $ 5,000,000 Second Secured Convertible Note 5/4/15 12/31/21 8.5 % - 2,000,000 Third Secured Convertible Note 2/24/16 12/31/21 8.5 % - 2,000,000 First Credit Facility 7/24/18 12/31/21 8.5 % - 2,000,000 Second Credit Facility 9/19/19 12/31/21 8.5 % - 712,179 Notes payable $ - $ 11,712,179 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Schedule of Warrant Activity | A summary of warrant activity for the period ended June 30, 2022 is presented below: Schedule of Warrant Activity Number of Weighted Weighted Subject to Exercise Warrants Price Life (Years) Outstanding as of December 31, 2021 1,827,650 $ 6.30 4.79 Granted – 2022 - - - Forfeited/Expired – 2022 - - - Exercised – 2022 - - - Outstanding as of June 30, 2022 1,827,650 $ 6.30 4.29 | A summary of warrant activity for the years ended December 31, 2021 and 2020 are presented below: Schedule of Warrant Activity Subject to Exercise Number of Warrants Weighted Average Exercise Price Weighted Average Life (Years) Outstanding as of December 31, 2019 204,855 $ 12.64 1.40 Granted – 2020 - - - Forfeited/Expired – 2020 (113,014 ) - - Exercised – 2020 - - - Outstanding as of December 31, 2020 91,841 $ 14.88 0.34 Granted – 2021 1,827,650 6.30 5.00 Forfeited/Expired – 2021 (91,841 ) - - Exercised – 2021 - - - Outstanding as of December 31, 2021 1,827,650 $ 6.30 4.79 |
Schedule of Outstanding Vested and Unexercised Common Stock Warrants | As of June 30, 2022, the Company had outstanding vested and unexercised Common Stock Warrants as follows: Schedule of Outstanding Vested and Unexercised Common Stock Warrants Date Issued Exercise Price Number of Expiration date October 2021 $ 6.30 1,737,023 October 13, 2026 October 2021 $ 6.30 90,627 October 13, 2026 Total outstanding warrants at June 30, 2022 1,827,650 | As of December 31, 2021, the Company had outstanding vested and unexercised Common Stock Warrants as follows: Schedule of Outstanding Vested and Unexercised Common Stock Warrants Date Issued Exercise Price Number of Warrants Expiration date October 2021 $ 6.30 1,737,023 October 13, 2026 October 2021 $ 6.30 90,627 October 13, 2026 Total outstanding warrants at December 31, 2021 1,827,650 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Stock Option Activity | A summary of stock option activity for the period ended June 30, 2022, is presented below: Schedule of Stock Option Activity Number of Weighted Weighted Aggregate Subject to Exercise Options Price Life (Years) Value Outstanding as of December 31, 2021 241,128 $ 32.76 5.43 $ 9,445 Granted – 2022 101,166 3.67 4.07 - Forfeited/Expired – 2022 - - - - Exercised – 2022 - - - - Outstanding as of June 30, 2022 342,294 $ 21.76 4.80 $ - | A summary of stock option activity for the years ended December 31, 2021 and 2020 are presented below: Schedule of Stock Option Activity Subject to Exercise Number of Options Weighted Average Exercise Price Weighted Average Life (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2019 226,418 $ 41.08 6.56 $ - Granted – 2020 - - - - Forfeited/Expired – 2020 - - - - Exercised – 2020 - - - - Outstanding as of December 31, 2020 226,418 $ 37.00 4.65 $ - Outstanding as of December 31, 2020 226,418 $ 37.00 4.65 $ - Granted – 2021 48,847 4.24 10.00 - Forfeited/Expired – 2021 (34,137 ) 40.48 - - Exercised – 2021 - - - - Outstanding as of December 31, 2021 241,128 $ 32.76 5.43 $ 9,445 |
Schedule of Outstanding Stock Options | As of June 30, 2022, the Company had outstanding stock options as follows: Schedule of Outstanding Stock Options Date Issued Exercise Price Number of Expiration date August 2015 $ 39.75 41,624 December 27, 2025 September 2015 $ 39.75 8,000 December 27, 2025 November 2015 $ 39.75 48,986 December 27, 2025 December 2015 $ 39.75 2,228 December 27, 2025 January 2016 $ 39.75 51,032 January 9, 2026 May 2016 $ 51.25 10,766 May 26, 2026 September 2016 $ 51.25 3,973 May 31, 2026 January 2017 $ 51.25 2,142 January 1, 2027 January 2018 $ 49.25 1,566 January 1, 2028 January 2019 $ 2.35 21,964 January 1, 2029 October 2021 $ 5.25 48,847 October 26, 2031 January 2022 $ 3.52 26,166 January 1, 2032 January 2022 $ 3.72 50,000 January 1, 2024 January 2022 $ 3.72 25,000 January 3, 2024 Total outstanding options at June 30, 2022 342,294 | As of December 31, 2021, the Company had outstanding stock options as follows: Schedule of Outstanding Stock Options Date Issued Exercise Price Number of Options Expiration date August 2015 $ 39.75 41,624 December 27, 2025 September 2015 $ 39.75 8,000 December 27, 2025 November 2015 $ 39.75 48,986 December 27, 2025 December 2015 $ 39.75 2,228 December 27, 2025 January 2016 $ 39.75 51,032 January 9, 2026 May 2016 $ 51.25 10,766 May 26, 2026 September 2016 $ 51.25 3,973 May 31, 2026 January 2017 $ 51.25 2,142 January 1, 2027 January 2018 $ 49.25 1,566 January 1, 2028 January 2019 $ 2.35 21,964 January 1, 2029 October 2021 $ 5.25 48,847 October 26, 2031 Total outstanding options at December 31, 2021 241,128 |
Schedule of Assumptions Using Black-Scholes Option Pricing Model | The Company utilized the Black-Scholes option-pricing model. The assumptions used for the periods ended June 30, 2022 and 2021 are as follows: Schedule of Assumptions Using Black-Scholes Option Pricing Model June 30, 2022 June 30, 2021 Risk free interest rate 0.39% 1.279 % - % Expected life (in years) 1.00 5.37 - Expected Volatility 96.24% 112.54 % - % Expected dividend yield - % - % | The Company utilized the Black-Scholes option-pricing model. The assumptions used for the years ended December 31, 2021 and 2020 are as follows: Schedule of Assumptions Using Black-Scholes Option Pricing Model December 31, 2021 December 31, 2020 Risk free interest rate 1.21 % - % Expected life (in years) 2 10 - Expected Volatility 113.93 % - % Expected dividend yield 0 % 0 % |
Schedule of Stock Options Non-vested | A summary of the changes in the Company’s non-vested options during the six month period ended June 30, 2022, is as follows: Schedule of Stock Options Non-vested Number of Non- Weighted Average Non-vested at December 31, 2021 - $ - Granted in 2022 101,166 $ 1.77 Forfeited in 2022 - $ - Vested in 2022 (101,166 ) $ 1.77 Non-vested at June 30, 2022 - $ - Exercisable at June 30, 2022 342,294 $ 21.81 Outstanding at June 30, 2022 342,294 $ 21.81 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes consists of the following: Schedule of Provision for Income Taxes Year Ended December 31, 2021 December 31, 2020 Current: Federal $ - $ - State 1,600 1,600 Total current 1,600 1,600 Deferred: Federal - - State - - Total deferred - - Provision for income taxes $ 1,600 $ 1,600 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities consist of the following: Schedule of Deferred Tax Assets and Liabilities December 31, 2021 December 31, 2020 Deferred tax assets Net operating losses $ 9,189,000 $ 8,749,000 Accrued expenses 693,000 693,000 R&D credits 624,000 619,000 Stock compensation 8,287,000 8,287,000 Total 18,793,000 18,348,000 Less: Valuation allowance (18,793,000 ) (18,348,000 ) Deferred tax assets $ - $ - |
Schedule of Income Tax Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2021 and 2020 is as follows: Schedule of Income Tax Effective Tax Rate December 31, 2021 December 31, 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 6.2 % 6.9 % Nondeductible permanent items (0.1 )% (0.2 )% Deferred tax rate change - % - % Research and development credit 0.3 % 1.2 % Change in valuation allowance (27.4 )% (28.9 )% Income tax provision 0.0 % 0.0 % |
The Company (Details Narrative)
The Company (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Oct. 15, 2021 | Oct. 12, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' equity, reverse stock split | On October 12, 2021, an amendment to our certificate of incorporation for a reverse split of the Company’s outstanding common stock at a ratio of 1 for 2.5 became effective. | |||||||||
Retained earning accumulated deficit | $ 71,600,000 | $ 71,600,000 | $ 70,500,000 | |||||||
Operating expenses | 9,500,000 | 6,500,000 | ||||||||
Net income (loss) | $ 469,304 | $ 689,499 | $ 491,898 | $ 431,747 | 1,158,803 | $ 923,645 | 1,610,685 | $ 1,824,690 | ||
Net cash used in operating activities | $ 1,220,843 | $ 763,964 | $ 1,228,586 | $ 426,933 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Proceeds from issuance of common stock | $ 6,858,843 | |||||||||
Hankey Capital LLC [Member] | ||||||||||
Ownership percentage | 70% | 70% | 70% | |||||||
Wallach Beth Capital LLC [Member] | ||||||||||
Stock issued during period, shares, new issues | 226,568 | |||||||||
Hankey Capital LLC [Member] | ||||||||||
Debt instrument face amount | $ 12,767,894 | |||||||||
Interest payable current and noncurrent | $ 2,054,041 | |||||||||
IPO [Member] | ||||||||||
Sale of stock, number of shares issued in transaction | 1,510,455 | |||||||||
Common stock, par value | $ 0.001 | |||||||||
Sale of stock, price per share | $ 5.25 | |||||||||
Proceeds from issuance of common stock | $ 6,858,843 | |||||||||
Proceeds from public offering | $ 6,858,843 | |||||||||
IPO [Member] | Warrant [Member] | ||||||||||
Shares issued, price per share | $ 6.30 | |||||||||
Over-Allotment Option [Member] | Wallach Beth Capital LLC [Member] | ||||||||||
Warrants and rights outstanding | $ 226,568 | |||||||||
Class of warrant or right, number of securities called by warrants or rights | 90,627 | |||||||||
Class of warrant or right, exercise price of warrants or rights | $ 6.30 | |||||||||
Percentage of toal offering | 5% |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities, amount | 2,169,944 | 5,222,061 | 2,068,778 | 5,003,131 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities, amount | 1,827,650 | 33,304 | 1,827,650 | 91,841 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities, amount | 342,294 | 192,281 | 241,128 | 226,418 |
Convertible Promissory Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities, amount | 4,996,476 | 4,684,872 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Cash uninsured amount | $ 250,000 | |||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 2,169,944 | 5,222,061 | 2,068,778 | 5,003,131 |
Collateral Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 0 | 9,361,702 | 0 | 9,361,702 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | ||
Secured Debt, Current | $ 11,712,179 | |
First Secured Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Issue Date | Oct. 24, 2014 | |
Maturity Date | Dec. 31, 2021 | |
Interest Rate | 8.50% | |
Secured Debt, Current | 5,000,000 | |
Second Secured Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Issue Date | May 04, 2015 | |
Maturity Date | Dec. 31, 2021 | |
Interest Rate | 8.50% | |
Secured Debt, Current | 2,000,000 | |
Third Secured Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Issue Date | Feb. 24, 2016 | |
Maturity Date | Dec. 31, 2021 | |
Interest Rate | 8.50% | |
Secured Debt, Current | 2,000,000 | |
First Credit Facility [Member] | ||
Short-Term Debt [Line Items] | ||
Issue Date | Jul. 24, 2018 | |
Maturity Date | Dec. 31, 2021 | |
Interest Rate | 8.50% | |
Secured Debt, Current | 2,000,000 | |
Second Credit Facility [Member] | ||
Short-Term Debt [Line Items] | ||
Issue Date | Sep. 19, 2019 | |
Maturity Date | Dec. 31, 2021 | |
Interest Rate | 8.50% | |
Secured Debt, Current | $ 712,179 |
Notes Payable - Related Party_2
Notes Payable - Related Party (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jan. 02, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2019 | |
Short-Term Debt [Line Items] | ||||||||
Interest payable related parties | $ 260,017 | $ 510,840 | $ 805,109 | $ 998,076 | ||||
Hankey Capital LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, face amount | 12,767,894 | |||||||
Interest payable | $ 2,054,041 | |||||||
Collateral shares, cancelled | 9,361,702 | |||||||
Hankey Capital LLC [Member] | Second Credit Facility Convertible Secured Term Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, convertible, conversion price | $ 1 | |||||||
Line of credit facility, maximum borrowing capacity | $ 3,800,000 | |||||||
Proceeds from related party debt | 2,712,179 | |||||||
Line of credit facility additional borrowing capacity | 1,055,715 | |||||||
Hankey Capital LLC [Member] | All Outstanding Notes [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest payable related parties | 0 | 1,251,626 | ||||||
Interest payable related parties | $ 805,109 | 998,076 | ||||||
Hankey Capital LLC [Member] | Minimum [Member] | Second Credit Facility Convertible Secured Term Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 8.50% | |||||||
Hankey Capital LLC [Member] | Prime Rate [Member] | Second Credit Facility Convertible Secured Term Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 4% | |||||||
First and Second Secured Convertible Notes and Warrants [Member] | Hankey Capital LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible notes payable, current | $ 9,000,000 | $ 9,000,000 | ||||||
Debt maturity date | Dec. 31, 2021 | |||||||
Debt instrument, convertible, conversion price | $ 1 | |||||||
Number of shares of common stock issued as collateral | 1,702,128 | 7,659,574 | ||||||
First and Second Secured Convertible Notes and Warrants [Member] | Hankey Capital LLC [Member] | Minimum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 8.50% | |||||||
First and Second Secured Convertible Notes and Warrants [Member] | Hankey Capital LLC [Member] | Prime Rate [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 4% |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Number of warrents, outstanding, beginnig balance | 1,827,650 | 91,841 | 204,855 |
Weighted average exercise price, outstanding, beginnig balance | 6.30 | 14.88 | 12.64 |
Weighted average life, outstanding, beginning balance | 4 years 9 months 14 days | 1 year 4 months 24 days | |
Number of warrents, granted | 1,827,650 | ||
Weighted average exercise price, granted | 6.30 | ||
Number of warrents, forfeited | (91,841) | (113,014) | |
Weighted average exercise price, forfeited | |||
Number of warrents, exercised | |||
Weighted average exercise price, exercised | |||
Weighted average life, outstanding, ending balance | 4 years 3 months 14 days | 4 years 9 months 14 days | 4 months 2 days |
Weighted average life, granted | 5 years | ||
Number of warrents, outstanding, ending balance | 1,827,650 | 1,827,650 | 91,841 |
Weighted average exercise price, outstanding, ending balance | 6.30 | 6.30 | 14.88 |
Schedule of Outstanding Vested
Schedule of Outstanding Vested and Unexercised Common Stock Warrants (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total outstanding warrants | 1,827,650 | 1,827,650 | 91,841 | 204,855 |
October 2021 [Member] | Vested and Unexercised Common Stock Warrants [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Exercise Price | 6.30 | |||
Total outstanding warrants | 1,737,023 | 1,737,023 | ||
ExpirationDate | Oct. 13, 2026 | |||
Exercise price | $ 6.30 | |||
Expiration date | Oct. 13, 2026 | |||
October 2021 [Member] | Vested and Unexercised Common Stock Warrants [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Exercise Price | 6.30 | |||
Total outstanding warrants | 90,627 | 90,627 | ||
ExpirationDate | Oct. 13, 2026 | |||
Exercise price | $ 6.30 | |||
Expiration date | Oct. 13, 2026 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 12 Months Ended | |||
Oct. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, shares outstanding | 10,350,574 | 12,273,036 | 10,350,579 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Proceeds from issuance of common stock | $ 6,858,843 | |||
Debt conversion converted instrument amount | $ 5,928,774 | |||
Stock repurchased and retired during period shares | 9,361,702 | |||
Fair market value | $ 3.52 | $ 1.40 | ||
Wallach Beth Capital LLC [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued during period, shares, new issues | 226,568 | |||
Hankey Capital LLC [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Debt instrument face amount | $ 12,767,894 | |||
Interest payable current and noncurrent | $ 2,054,041 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 1,510,455 | |||
Common stock, par value | $ 0.001 | |||
Sale of stock price per share | $ 5.25 | |||
Proceeds from issuance of common stock | $ 6,858,843 | |||
IPO [Member] | Warrant [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares issued, price per share | $ 6.30 | |||
Over-Allotment Option [Member] | Wallach Beth Capital LLC [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants and rights outstanding | $ 226,568 | |||
Class of warrant or right, number of securities called by warrants or rights | 90,627 | |||
Class of warrant or right, exercise price of warrants or rights | $ 6.30 | |||
Percentage of toal offering | 5% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of Options Outstanding, Beginning balance | 241,128 | 226,418 | 226,418 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 32.76 | $ 37 | $ 41.08 |
Weighted Average Life (Years), Outstanding, Ending balance | 4 years 9 months 18 days | 4 years 7 months 24 days | 6 years 6 months 21 days |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ 9,445 | ||
Number of Options, Granted | 101,166 | 48,847 | |
Weighted Average Exercise Price, Granted | $ 3.67 | $ 4.24 | |
Weighted Average Life (Years), Granted | 4 years 25 days | 10 years | |
Number of Options, Forfeited/Expired | (34,137) | ||
Weighted Average Exercise Price, Forfeited/Expired | $ 40.48 | ||
Number of Options, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Options Outstanding, Ending Balance | 342,294 | 241,128 | 226,418 |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 21.76 | $ 32.76 | $ 37 |
Weighted Average Life (Years), Outstanding, ending balance | 5 years 5 months 4 days | 4 years 7 months 24 days | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | $ 9,445 | ||
Weighted Average Life (Years), Outstanding, Beginning balance | 5 years 5 months 4 days | ||
Number of Options, Forfeited/Expired | 34,137 |
Schedule of Outstanding Stock O
Schedule of Outstanding Stock Options (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options | 342,294 | 241,128 |
August 2015 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 39.75 | $ 39.75 |
Number of options | 41,624 | 41,624 |
Expiration date | Dec. 27, 2025 | Dec. 27, 2025 |
September 2015 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 39.75 | $ 39.75 |
Number of options | 8,000 | 8,000 |
Expiration date | Dec. 27, 2025 | Dec. 27, 2025 |
November 2015 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 39.75 | $ 39.75 |
Number of options | 48,986 | 48,986 |
Expiration date | Dec. 27, 2025 | Dec. 27, 2025 |
December 2015 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 39.75 | $ 39.75 |
Number of options | 2,228 | 2,228 |
Expiration date | Dec. 27, 2025 | Dec. 27, 2025 |
January 2016 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 39.75 | $ 39.75 |
Number of options | 51,032 | 51,032 |
Expiration date | Jan. 09, 2026 | Jan. 09, 2026 |
May 2016 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 51.25 | $ 51.25 |
Number of options | 10,766 | 10,766 |
Expiration date | May 26, 2026 | May 26, 2026 |
September 2016 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 51.25 | $ 51.25 |
Number of options | 3,973 | 3,973 |
Expiration date | May 31, 2026 | May 31, 2026 |
January 2017 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 51.25 | $ 51.25 |
Number of options | 2,142 | 2,142 |
Expiration date | Jan. 01, 2027 | Jan. 01, 2027 |
January 2018 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 49.25 | $ 49.25 |
Number of options | 1,566 | 1,566 |
Expiration date | Jan. 01, 2028 | Jan. 01, 2028 |
January 2019 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 2.35 | $ 2.35 |
Number of options | 21,964 | 21,964 |
Expiration date | Jan. 01, 2029 | Jan. 01, 2029 |
October 2021 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 5.25 | $ 5.25 |
Number of options | 48,847 | 48,847 |
Expiration date | Oct. 26, 2031 | Oct. 26, 2031 |
January Two Thousand Twenty Two [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 3.52 | |
Number of options | 26,166 | |
Expiration date | Jan. 01, 2032 | |
January Two Thousand Twenty Two [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 3.72 | |
Number of options | 50,000 | |
Expiration date | Jan. 01, 2024 | |
January Two Thousand Twenty Two [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 3.72 | |
Number of options | 25,000 | |
Expiration date | Jan. 03, 2024 |
Schedule of Assumptions Using B
Schedule of Assumptions Using Black-Scholes Option Pricing Model (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Risk free interest rate | 1.21% | |||
Expected life (in years) | ||||
Expected Volatility | 113.93% | |||
Expected dividend yield | 0% | 0% | ||
Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Risk free interest rate | 0.39% | |||
Expected life (in years) | 1 year | 2 years | ||
Expected Volatility | 96.24% | |||
Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Risk free interest rate | 1.279% | |||
Expected life (in years) | 5 years 4 months 13 days | 10 years | ||
Expected Volatility | 112.54% |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of options, granted | 101,166 | 48,847 | ||
Fair value of stock option | $ 171,592 | $ 207,035 | ||
Stock-based compensation expense | $ 171,592 | $ 207,035 | ||
2015 Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance | 560,000 | 560,000 | ||
Percentage of stock issued and outstanding | 5% | 5% | ||
Share-Based Payment Arrangement, Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unrecognized compensation cost | 0 |
Schedule of Provision for Incom
Schedule of Provision for Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||||||
Federal | ||||||
State | 1,600 | 1,600 | ||||
Total current | 1,600 | 1,600 | ||||
Deferred: | ||||||
Federal | ||||||
State | ||||||
Total deferred | ||||||
Provision for income taxes | $ 1,600 | $ 1,600 | $ 1,600 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 9,189,000 | $ 8,749,000 |
Accrued expenses | 693,000 | 693,000 |
R&D credits | 624,000 | 619,000 |
Stock compensation | 8,287,000 | 8,287,000 |
Total | 18,793,000 | 18,348,000 |
Less: Valuation allowance | (18,793,000) | (18,348,000) |
Deferred tax assets |
Schedule of Income Tax Effectiv
Schedule of Income Tax Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 6.20% | 6.90% |
Nondeductible permanent items | (0.10%) | (0.20%) |
Deferred tax rate change | ||
Research and development credit | 0.30% | 1.20% |
Change in valuation allowance | (27.40%) | (28.90%) |
Income tax provision | 0% | 0% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 29,662,000 | $ 29,860,000 |
Deferred tax assets, valuation allowance | 18,793,000 | $ 18,348,000 |
Change in the valuation allowance | $ 445,000 | |
Effective tax rate | 0% | 0% |
Deferred Compensation (Details
Deferred Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from issuance of common stock | $ 6,858,843 | |
Deferred compensation | 252,500 | |
Deferred compensations liability | 45,000 | |
Gain on forgiveness of deferred compensation | 297,500 | |
Employee [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Deferred compensation | $ 297,500 | |
October 2016 Note Purchase Agreement [Member] | Non-current Stockholders [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Percentage of earned eferred compensation | 20% | |
Proceeds from issuance of common stock | $ 5,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
UCLA TDG [Member] | |||||
Product Liability Contingency [Line Items] | |||||
License commitment fee | $ 500,000 | $ 500,000 | |||
Proceeds from private placement percentage | 2% | 2% | |||
License Agreement [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Maintenance fees | $ 10,000 | $ 10,000 | |||
Percentage of commercial sale of product | 3% | 3% | |||
License Agreement [Member] | UCLA TDG [Member] | |||||
Product Liability Contingency [Line Items] | |||||
License commitment fee | $ 10,000 | $ 45,500 | $ 45,500 | $ 102,293 | |
Diligence fee | $ 8,000,000 | ||||
License Agreement [Member] | UCLA TDG [Member] | First Subject in Feasibility Study [Member] | |||||
Product Liability Contingency [Line Items] | |||||
License commitment fee | 100,000 | 100,000 | |||
License Agreement [Member] | UCLA TDG [Member] | First Subject in Pivotal Study [Member] | |||||
Product Liability Contingency [Line Items] | |||||
License commitment fee | 250,000 | 250,000 | |||
License Agreement [Member] | UCLA TDG [Member] | Pre-Market Approval of Licensed Product or Licensed Method [Member] | |||||
Product Liability Contingency [Line Items] | |||||
License commitment fee | 500,000 | 500,000 | |||
License Agreement [Member] | UCLA TDG [Member] | First Commercial Sale of Licensed Product or Licensed Method [Member] | |||||
Product Liability Contingency [Line Items] | |||||
License commitment fee | $ 1,000,000 | $ 1,000,000 | |||
License Agreement [Member] | UCLA TDG [Member] | Minimum [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Percentage of commercial sale of product | 10% | 10% | |||
License Agreement [Member] | UCLA TDG [Member] | Maximum [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Percentage of commercial sale of product | 20% | 20% | |||
License Agreement [Member] | Third Party [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Royalty percentage reduced | 0.333% | 0.333% | |||
License Agreement [Member] | First Commercial Sale [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Royalty expenses | $ 50,000 | $ 50,000 | |||
License Agreement [Member] | After First Commercial Sale [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Royalty expenses | $ 250,000 | $ 250,000 | |||
License Agreement [Member] | Scenario One [Member] | UCLA TDG [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Cumulative net sales description | Due upon cumulative Net Sales equaling $50,000,000 following the Triggering Sale Date - $2,000,000 | ||||
License Agreement [Member] | Scenario Two [Member] | UCLA TDG [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Cumulative net sales description | Due upon cumulative Net Sales equaling $100,000,000 following the Triggering Sale Date - $2,000,000 | ||||
License Agreement [Member] | Scenario Three [Member] | UCLA TDG [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Cumulative net sales description | Due upon cumulative Net Sales equaling $200,000,000 following the Triggering Sale Date - $4,000,000 |
Schedule of Stock Options Non-v
Schedule of Stock Options Non-vested (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Subsequent Events [Abstract] | |
Number of non-vested options, beginning | |
Weighted average fair value at grant date, beginning | $ / shares | |
Number of non-vested options, grants | 101,166 |
Weighted average fair value at grant date, grants | $ / shares | $ 1.77 |
Number of non-vested options, forfeited | |
Weighted average fair value at grant date, forfeited | $ / shares | |
Number of non-vested options, vested | (101,166) |
Weighted average fair value at grant date, vested | $ / shares | $ 1.77 |
Number of non-vested options, ending | |
Weighted average fair value at grant date, ending | $ / shares | |
Number of non-vested options, exercisable | 342,294 |
Weighted average fair value at grant date, exercisable | 21.81 |
Number of non-vested options, outstanding | 342,294 |
Weighted average fair value at grant date, outstanding | $ / shares | $ 21.81 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | ||||||
Mar. 03, 2022 | Jan. 03, 2022 | Aug. 23, 2022 | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||||||
Common stock, shares issued | 10,350,579 | 10,350,574 | 12,273,036 | ||||
Share based compensation shares authorized under stock option plans exercise price range number of outstanding options | 342,294 | 241,128 | |||||
Subsequent Event [Member] | Equity Option [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued during period non employee director compensation | 36,845 | ||||||
Subsequent Event [Member] | Supply and Development Support Agreement [Member] | Musculoskeletal Transplant Foundation, Inc [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Agreement effective period description | The Agreement is in effect for a period of five years and may be extended for one (1) or more years upon mutual agreement of the Company and MTF. | ||||||
Ms.Walsh [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Officer base salary | $ 200,000 | ||||||
Annual target bonus | 25% | ||||||
Employment agreement, description | The annual bonus, if any, shall be paid on or before March 15th of the calendar year following the year in which it is considered earned. The actual annual bonus paid may be more or less than twenty-five percent (25%) of Ms. Walsh’s base salary | ||||||
Common stock, shares issued | 25,000 | ||||||
Mr.Frelick [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares issued | 50,000 | ||||||
Director [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share based compensation shares authorized under stock option plans exercise price range number of outstanding options | 26,166 |