Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Information [Line Items] | ||
Entity Registrant Name | REGO PAYMENT ARCHITECTURES, INC. | |
Entity Central Index Key | 0001437283 | |
Entity File Number | 0-53944 | |
Entity Tax Identification Number | 35-2327649 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 325 Sentry Parkway | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Blue Bell | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19422 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (267) | |
Local Phone Number | 465-7530 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | None | |
No Trading Symbol Flag | true | |
Entity Common Stock, Shares Outstanding | 136,148,105 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 6,335,372 | $ 6,256,634 |
Prepaid expenses | 18,322 | |
Deposits | 341 | 341 |
TOTAL CURRENT ASSETS | 6,335,713 | 6,275,297 |
OTHER ASSETS | ||
Patents and trademarks, net of accumulated amortization of $349,846 and $330,179 | 305,482 | 325,150 |
Total other assets | 305,482 | 325,150 |
TOTAL ASSETS | 6,641,195 | 6,600,447 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 8,015,344 | 7,785,443 |
Loans payable | 42,600 | 42,600 |
Preferred stock dividend liability | 12,564,224 | 11,267,790 |
TOTAL CURRENT LIABILITIES | 39,236,828 | 37,990,499 |
Notes payable - stockholders | 595,000 | 595,000 |
CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $ .0001 par value; 230,000,000 shares authorized; 136,148,105 shares issued and outstanding at June 30, 2024 and 135,848,105, shares issued and outstanding at December 31, 2023 | 13,615 | 13,585 |
Additional paid in capital | 109,733,260 | 104,707,296 |
Accumulated deficit | (142,342,547) | (136,110,967) |
STOCKHOLDERS' DEFICIT | (32,595,633) | (31,390,052) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 6,641,195 | 6,600,447 |
Related Parties | ||
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses - related parties | 2,173 | 2,059 |
10% Secured Convertible Notes Payable | ||
CURRENT LIABILITIES | ||
Secured convertible notes payable - stockholders | 3,036,237 | 3,316,357 |
4% Secured Convertible Notes Payable | ||
CURRENT LIABILITIES | ||
Secured convertible notes payable - stockholders | 14,981,250 | 14,981,250 |
Series A Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 10 | 10 |
Series B Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 29 | 24 |
Series C Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Patents and trademarks, net of accumulated amortization (in Dollars) | $ 349,846 | $ 330,179 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 230,000,000 | 230,000,000 |
Common stock, shares issued | 136,148,105 | 135,848,105 |
Common stock, shares outstanding | 136,148,105 | 135,848,105 |
Series A Preferred Stock | ||
Preferred stock, shares authorized | 195,500 | 195,500 |
Preferred stock, shares issued | 98,350 | 98,350 |
Preferred stock, shares outstanding | 98,350 | 98,350 |
Series B Preferred Stock | ||
Preferred stock, shares authorized | 347,222 | 347,222 |
Preferred stock, shares issued | 281,169 | 234,403 |
Preferred stock, shares outstanding | 281,169 | 234,403 |
Series C Preferred Stock | ||
Preferred stock, shares authorized | 300,000 | 300,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
NET REVENUE | ||||
OPERATING EXPENSES | ||||
Transaction expense | 87,132 | 58,678 | 200,333 | 114,962 |
Sales and marketing | 187,237 | 653,363 | 409,460 | 1,007,343 |
Product development | 683,949 | 605,658 | 1,680,290 | 1,292,406 |
General and administrative | 1,438,287 | 4,570,440 | 2,150,910 | 8,628,485 |
Total operating expenses | 2,396,605 | 5,888,139 | 4,440,993 | 11,043,196 |
NET OPERATING LOSS | (2,396,605) | (5,888,139) | (4,440,993) | (11,043,196) |
OTHER EXPENSE | ||||
Interest expense | (247,076) | (254,078) | (494,151) | (507,922) |
Total Other Interest expense | (247,076) | (254,078) | (494,151) | (507,922) |
NET LOSS | (2,643,681) | (6,142,217) | (4,935,144) | (11,551,118) |
LESS: Accrued preferred dividends | (666,296) | (645,063) | (1,296,434) | (911,927) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (3,309,977) | $ (6,787,280) | $ (6,231,578) | $ (12,463,045) |
BASIC NET LOSS PER COMMON SHARE (in Dollars per share) | $ (0.02) | $ (0.05) | $ (0.05) | $ (0.1) |
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in Shares) | 135,996,457 | 130,599,494 | 135,922,691 | 127,466,744 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
DILUTED NET LOSS PER COMMON SHARE | $ (0.02) | $ (0.05) | $ (0.05) | $ (0.10) |
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 135,996,457 | 130,599,494 | 135,922,691 | 127,466,744 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Preferred Stock Series A | Preferred Stock Series B | Preferred Stock Series C | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interests | Total |
Balance at Dec. 31, 2022 | $ 10 | $ 17 | $ 12,416 | $ 83,255,319 | $ (117,157,414) | $ (97,704) | $ (33,987,356) | |
Balance (in Shares) at Dec. 31, 2022 | 100,350 | 162,485 | 124,160,885 | |||||
Sale of Series B Preferred Stock | 759,999 | 759,999 | ||||||
Sale of Series B Preferred Stock (in Shares) | 8,444 | |||||||
Issuance of common stock to board members and employees | $ 720 | 8,278,430 | 8,279,150 | |||||
Issuance of common stock to board members and employees (in Shares) | 7,200,000 | |||||||
Conversion of Series A Preferred Stock into common stock | $ 22 | (22) | ||||||
Conversion of Series A Preferred Stock into common stock (in Shares) | (2,000) | 222,220 | ||||||
Exercise of options | $ 8 | 79,592 | 79,600 | |||||
Exercise of options (in Shares) | 80,000 | |||||||
Fair value of options for services | 504,862 | 504,862 | ||||||
Accrued preferred dividends | (261,966) | (4,898) | (266,864) | |||||
Net loss | (5,408,901) | (5,408,901) | ||||||
Balance at Mar. 31, 2023 | $ 10 | $ 17 | $ 13,166 | 92,878,180 | (122,828,281) | (102,602) | (30,039,510) | |
Balance (in Shares) at Mar. 31, 2023 | 98,350 | 170,929 | 131,663,105 | |||||
Balance at Dec. 31, 2022 | $ 10 | $ 17 | $ 12,416 | 83,255,319 | (117,157,414) | (97,704) | (33,987,356) | |
Balance (in Shares) at Dec. 31, 2022 | 100,350 | 162,485 | 124,160,885 | |||||
Net loss | (11,551,118) | |||||||
Balance at Jun. 30, 2023 | $ 10 | $ 23 | $ 13,525 | 102,400,362 | (129,610,561) | (107,602) | (27,304,243) | |
Balance (in Shares) at Jun. 30, 2023 | 98,350 | 227,514 | 135,248,105 | |||||
Balance at Mar. 31, 2023 | $ 10 | $ 17 | $ 13,166 | 92,878,180 | (122,828,281) | (102,602) | (30,039,510) | |
Balance (in Shares) at Mar. 31, 2023 | 98,350 | 170,929 | 131,663,105 | |||||
Sale of Series B Preferred Stock | $ 6 | 5,092,494 | 5,092,500 | |||||
Sale of Series B Preferred Stock (in Shares) | 56,585 | |||||||
Issuance of common stock to board members and employees | $ 138 | 1,662,613 | 1,662,751 | |||||
Issuance of common stock to board members and employees (in Shares) | 1,375,000 | |||||||
Issuance of common stock to consultants | $ 25 | 312,475 | 312,500 | |||||
Issuance of common stock to consultants (in Shares) | 250,000 | |||||||
Exercise of options | $ 196 | 546,854 | 547,050 | |||||
Exercise of options (in Shares) | 1,960,000 | |||||||
Fair value of options for services | 1,907,746 | 1,907,746 | ||||||
Accrued preferred dividends | (640,063) | (5,000) | (645,063) | |||||
Net loss | (6,142,217) | (6,142,217) | ||||||
Balance at Jun. 30, 2023 | $ 10 | $ 23 | $ 13,525 | 102,400,362 | (129,610,561) | (107,602) | (27,304,243) | |
Balance (in Shares) at Jun. 30, 2023 | 98,350 | 227,514 | 135,248,105 | |||||
Balance at Dec. 31, 2023 | $ 10 | $ 24 | $ 13,585 | 104,707,296 | (136,110,967) | (31,390,052) | ||
Balance (in Shares) at Dec. 31, 2023 | 98,350 | 234,403 | 135,848,105 | |||||
Conversion of 10% secured convertible notes into Series B Preferred Stock | $ 1 | 485,893 | 485,894 | |||||
Conversion of 10% secured convertible notes into Series B Preferred Stock (in Shares) | 5,399 | |||||||
Fair value of options for services | 114,522 | 114,522 | ||||||
Accrued preferred dividends | (630,140) | (630,140) | ||||||
Net loss | (2,291,463) | (2,291,463) | ||||||
Balance at Mar. 31, 2024 | $ 10 | $ 25 | $ 13,585 | 105,307,711 | (139,032,570) | (33,711,239) | ||
Balance (in Shares) at Mar. 31, 2024 | 98,350 | 239,802 | 135,848,105 | |||||
Balance at Dec. 31, 2023 | $ 10 | $ 24 | $ 13,585 | 104,707,296 | (136,110,967) | (31,390,052) | ||
Balance (in Shares) at Dec. 31, 2023 | 98,350 | 234,403 | 135,848,105 | |||||
Net loss | (4,935,144) | |||||||
Balance at Jun. 30, 2024 | $ 10 | $ 29 | $ 13,615 | 109,733,260 | (142,342,547) | (32,595,633) | ||
Balance (in Shares) at Jun. 30, 2024 | 98,350 | 281,169 | 136,148,105 | |||||
Balance at Mar. 31, 2024 | $ 10 | $ 25 | $ 13,585 | 105,307,711 | (139,032,570) | (33,711,239) | ||
Balance (in Shares) at Mar. 31, 2024 | 98,350 | 239,802 | 135,848,105 | |||||
Sale of Series B Preferred Stock | $ 4 | 3,723,016 | 3,723,020 | |||||
Sale of Series B Preferred Stock (in Shares) | 41,367 | |||||||
Issuance of common stock to board members and employees | $ 30 | 307,470 | 307,500 | |||||
Issuance of common stock to board members and employees (in Shares) | 300,000 | |||||||
Fair value of options for services | 395,063 | 395,063 | ||||||
Accrued preferred dividends | (666,296) | (666,296) | ||||||
Net loss | (2,643,681) | (2,643,681) | ||||||
Balance at Jun. 30, 2024 | $ 10 | $ 29 | $ 13,615 | $ 109,733,260 | $ (142,342,547) | $ (32,595,633) | ||
Balance (in Shares) at Jun. 30, 2024 | 98,350 | 281,169 | 136,148,105 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2024 | |
Statement of Stockholders' Equity [Abstract] | |
Conversion of secured convertible notes | 10% |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (4,935,144) | $ (11,551,118) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value of common stock issued in exchange for services | 307,500 | 10,254,401 |
Fair value of options issued in exchange for services | 509,585 | 2,412,608 |
Depreciation and amortization | 19,668 | 19,293 |
Decrease (increase) in assets | ||
Receivables | (18,000) | |
Prepaid expenses | 18,322 | 867 |
Increase (decrease) in liabilities | ||
Accounts payable and accrued expenses | 435,672 | 400,112 |
Accounts payable and accrued expenses - related parties | 114 | 67,981 |
Common stock to be issued | (5,350,000) | |
Net cash used in operating activities | (3,644,283) | (3,763,856) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment in patents | (3,826) | |
Net cash used in investing activities | (3,826) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Exercise of options | 626,650 | |
Proceeds from sale of Series B Preferred Stock | 3,723,021 | 5,852,499 |
Net cash provided by financing activities | 3,723,021 | 6,479,149 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 78,738 | 2,711,467 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 6,256,634 | 6,005,667 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 6,335,372 | 8,717,134 |
Cash paid during period for: | ||
Interest | ||
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Accrued preferred dividends | 1,296,434 | 911,927 |
Conversion of Series A Preferred stock to common stock | 22 | |
Conversion of 10% secured convertible note payable and accrued interest into 5,399 shares of Series B Preferred Stock | $ 485,893 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Cash Flows [Abstract] | ||
Conversion of secured convertible note payable | 10% | 10% |
Accrued interest in to shares of Series B Preferred Stock | 5,399 | 5,399 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business REGO Payment Architectures, Inc. (“REGO”) was incorporated in the state of Delaware on February 11, 2008. REGO Payment Architectures, Inc. and its subsidiaries (collectively, except where the context requires, the “Company”) is a provider of consumer software that delivers a mobile payment platform solution—Mazoola® - a family focused mobile banking solution. Headquartered in Blue Bell, Pennsylvania, the Company maintains a portfolio of trade secrets and four US patent awards. REGO offers an all-digital financial payments platform to enable minors, particularly under 13 years old, to purchase goods and services, complete chores and learn in a secure online environment guided by parental permission, oversight, and control, while remaining Children’s Online Privacy Protection Act (“COPPA”) and General Data Protection Regulation (“GDPR”) compliant. Management believes that building on its COPPA advantage that the future of REGO Payment Architectures, Inc. will be based on the foundational architecture of its technology platform (the “Platform”) that will allow its use across multiple financial markets where secure controlled payments are needed. The Company intends to license in each alternative field of use the ability for its partners, distributors and/or value-added resellers to private label each of the alternative markets. These partners would deploy, customize and support each implementation under their own label, but with acknowledgement of the Company’s proprietary intellectual assets as the base technology. Management believes this approach will enable the Company to reduce expenses while broadening its reach. Revenues generated from the Platform will come from multiple sources depending on the level of service and facilities requested by the parent. There will be levels of subscription revenue paid monthly, service fees, transaction fees and revenue sharing and licensing with banking and distribution partners. The Company’s principal office is located in Blue Bell, Pennsylvania. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the financial statements and have been prepared on a consistent basis using the accounting policies described in the summary of accounting policies included in the Company’s 2023 Annual Report on Form 10-K (the “Form 10-K”). All significant intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed, or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing to operationalize the Company’s current technology before another company develops or markets similar technology to compete with the Company. Recently Issued Accounting Pronouncements Not Yet Adopted As of June 30, 2024, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements. |
Management Plans
Management Plans | 6 Months Ended |
Jun. 30, 2024 | |
Management Plans [Abstract] | |
MANAGEMENT PLANS | NOTE 2 – MANAGEMENT PLANS The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses and experienced negative cash flow from operations since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Since inception, the Company has focused on developing and implementing its business plan. The Company believes that its existing cash resources will not be sufficient to sustain operations during the next twelve months. The Company currently needs to generate revenue in order to sustain its operations. In the event that the Company cannot generate sufficient revenue to sustain its operations, the Company will need to reduce expenses or obtain financing through the sale of debt and/or equity securities. The issuance of additional equity would result in dilution to existing shareholders. If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition and results of operations. The Company’s current monetization model is to derive revenues from levels of service fees, transaction fees and in some cases revenue sharing with banking and distribution partners. As these bases of revenues grow, the Company expects to generate additional revenue to support operations. As of August 14, 2024, the Company has a cash position of approximately $5.5 million. Based upon the current cash position and the Company’s planned expense run rate, management believes the Company has funds currently to finance its operations through March 2025. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses - Related Parties | 6 Months Ended |
Jun. 30, 2024 | |
Accounts Payable and Accrued Expenses - Related Parties [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES | NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES As of June 30, 2024 and December 31, 2023, the Company owed the Chief Executive Officer, who is also a more than 5% beneficial owner, a total of $1,442 and $1,328 in unpaid salary. As of June 30, 2024 and December 31, 2023, the Company owed the Chief Financial Officer $731 in unpaid salary. |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2024 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 4 – LOANS PAYABLE Loans payable as of June 30, 2024 and December 31, 2023 were $42,600. Interest accrued on the loans at 6% and 10% was $11,208 and $9,731 as of June 30, 2024 and December 31, 2023. Interest expense related to these loans payable was $739 and $1,477 for the three and six months ended June 30, 2024 and $739 and $1,469 for the three and six months ended June 30, 2023. |
10% Secured Convertible Notes P
10% Secured Convertible Notes Payable - Stockholders | 6 Months Ended |
Jun. 30, 2024 | |
10% Secured Convertible Notes Payable - Stockholders [Abstract] | |
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | NOTE 5 – 10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS On March 6, 2015, the Company, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), issued $2,000,000 aggregate principal amount of its 10% Secured Convertible Promissory Notes due March 5, 2016 (the “Notes”) to certain stockholders. On May 11, 2015, the Company issued an additional $940,000 of Notes to stockholders. The maturity dates of the Notes have been extended most recently to December 31, 2024, with the consent of the Note holders. The Notes are convertible by the holders, at any time, into shares of the Company’s Series B Preferred Stock at a conversion price of $90.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series B Preferred Stock only. Each share of Series B Preferred Stock is currently convertible into 100 shares of the Company’s common stock at a current conversion price of $0.90 per share, subject to anti-dilution adjustment as described in the Certificate of Designation of the Series B Preferred Stock. In addition, pursuant to the terms of a Security Agreement entered into on May 11, 2015 by and among the Company, the Note holders and a collateral agent acting on behalf of the Note holders (the “Security Agreement”), the Notes are secured by a lien against substantially all of the Company’s business assets. Pursuant to the Purchase Agreement, the Company also granted piggyback registration rights to the holders of the Series B Preferred Stock upon a conversion of the Notes. The Notes are recorded as a current liability as of June 30, 2024 and December 31, 2023 in the amount of $3,036,237 and $3,316,357. Interest accrued on the Notes was $2,788,912 and $2,842,873 as of June 30, 2024 and December 31, 2023. Interest expense related to these Notes payable was $75,906 and $151,812 for the three months and six months ended June 30, 2024 and $82,909 and $165,818 for the three and six months ended June 30, 2023. During the six months ended June 30, 2024, a 10% Secured Convertible Noteholder converted $280,120 of principal plus $205,773 of accrued interest into 5,399 shares of Series B Preferred Stock. |
Notes Payable _ Stockholders
Notes Payable – Stockholders | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable – Stockholders [Abstract] | |
NOTES PAYABLE – STOCKHOLDERS | NOTE 6 – NOTES PAYABLE – STOCKHOLDERS These notes payable have no formal repayment terms and $370,000 of the notes bear interest at 10% per annum and the remaining $225,000 of the notes bear interest at 20% per annum. These notes payable are recorded as a current liability as of June 30, 2024 and December 31, 2023 in the amount of $595,000. Interest accrued on the notes, as of June 30, 2024 and December 31, 2023 was $402,262 and $361,026. Interest expense, including accretion of discounts, and warrants issued related to these notes payable was $20,618 and $41,237 for the three and six months ended June 30, 2024 and $21,357 and $41,749 for the three and six months ended June 30, 2023. |
4% Secured Convertible Notes Pa
4% Secured Convertible Notes Payable - Stockholders | 6 Months Ended |
Jun. 30, 2024 | |
4% Secured Convertible Notes Payable - Stockholders [Abstract] | |
4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | NOTE 7 – 4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS On August 26, 2016, the Company, pursuant to a Securities Purchase Agreement, issued $600,000 aggregate principal amount of its 4.0% Secured Convertible Promissory Notes due June 30, 2019 (the “New Secured Notes”) to certain accredited investors (“investors”). The Company issued additional New Secured Notes during the years 2016 through 2022. The New Secured Notes are convertible by the holders, at any time, into shares of the Company’s authorized Series C Cumulative Convertible Preferred Stock (“Series C Preferred Stock”) at a conversion price of $90.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series C Preferred Stock only. Each share of Series C Preferred Stock is currently convertible into 100 shares of the Company’s common stock at a current conversion price of $0.90 per share, subject to full ratchet anti-dilution adjustment for one year and weighted average anti-dilution adjustment thereafter, as described in the Certificate of Designation of the Series C Preferred Stock. Upon a liquidation event, the Company shall first pay to the holders of the Series C Preferred Stock, on a pari passu basis with the holders of the Company’s outstanding Series A Preferred Stock and Series B Preferred Stock, an amount per share equal to 700% of the conversion price (i.e., $630.00 per share of Series C Preferred Stock), plus all accrued and unpaid dividends on each share of Series C Preferred Stock (the “Series C Preference Amount”). The Series C Preference Amount shall be paid prior and in preference to payment of any amounts to the Common Stock. After the payment of all preferential amounts required to be paid to the holders of shares of Series C Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and any additional senior preferred stock, the Series C Preferred Stock participates in further distributions subject to an aggregate cap of seven and one-half times (7.5x) the original issue price thereof, plus all accrued and unpaid dividends. The maturity dates of the New Secured Notes were extended by the investors most recently to December 31, 2024. The New Secured Notes are recorded as a current liability in the amount of $14,981,250 as of June 30, 2024 and December 31, 2023. Interest accrued on the New Secured Notes was $3,049,324 as of June 30, 2024 and $2,749,699, as of December 31, 2023. Interest expense, including the accretion of discounts related to these New Secured Notes was $149,813 and $299,625 for the three and six months ended June 30, 2024 and June 30, 2023. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES Income tax expense was $0 for the three and six months ended June 30, 2024 and 2023. As of January 1, 2024, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2024 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the three and six months ended June 30, 2024, and there was no accrual for uncertain tax positions as of June 30, 2024. Tax years from 2020 through 2023 remain subject to examination by major tax jurisdictions. There is no income tax benefit for the losses for the three and six months ended June 30, 2024 and 2023, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits. |
Convertible Preferred Stock
Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2024 | |
Convertible Preferred Stock [Abstract] | |
CONVERTIBLE PREFERRED STOCK | NOTE 9 – CONVERTIBLE PREFERRED STOCK Rego Payment Architectures, Inc. Series A Preferred Stock The Series A Preferred Stock has a preference in liquidation equal to two times its original issue price, or $19,670,000, to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 2.5 times its original issue price. The Series A Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock can be converted. The Series A Preferred Stock also contains customary approval rights with respect to certain matters. The Series A Preferred Stock accrues dividends at the rate of 8% per annum or $8.00 per Series A Preferred Share. The conversion price of Series A Preferred Stock is currently $0.90 per share. The Series A Preferred Stock is subject to mandatory conversion if certain registration or related requirements are satisfied and the average closing price of the Rego’s common stock exceeds 2.5 times the conversion price over a period of twenty consecutive trading days. Rego Payment Architectures, Inc. Series B Preferred Stock The Series B Preferred Stock is pari passu with the Series A Preferred Stock and has a preference in liquidation equal to two times its original issue price, or $50,610,420 as of June 30, 2024, to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 2.5 times its original issue price. The Series B Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series B Preferred Stock can be converted. The Series B Preferred Stock also contains customary approval rights with respect to certain matters. The Series B Preferred Stock accrues dividends at the rate of 8% per annum. The conversion price of the Series B Preferred Stock is currently $0.90 per share. The Series B Preferred Stock is subject to mandatory conversion if certain registration or related requirements are satisfied and the average closing price of the Company’s common stock exceeds 2.5 times the conversion price over a period of twenty consecutive trading days. During the six months ended June 30, 2024 and 2023, the Company sold 41,367 and 65,029 shares of the Company’s Series B Preferred Stock in private placements to accredited investors and received proceeds of $3,723,021 and $5,852,610. Rego Payment Architectures, Inc. Series C Preferred Stock In August 2016, Rego authorized 150,000 shares of Rego’s Series C Cumulative Convertible Preferred Stock (“Series C Preferred Stock”). On August 23, 2021, Rego filed with the Delaware Secretary of State an Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series C Cumulative Convertible Preferred Stock, pursuant to which the amount of authorized Series C Preferred Stock was increased from 150,000 shares to 300,000 shares. As of June 30, 2024, none of the Series C Preferred Stock was issued or outstanding. After the date of issuance of Series C Preferred Stock, dividends at the rate of $7.20 per share will begin accruing and will be cumulative. The Series C Preferred Stock is pari passu with the Series A Preferred Stock and Series B Preferred Stock and has a preference in liquidation equal to seven times its original issue price to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 7.5 times its original issue price. The Series C Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series C Preferred Stock can be converted. The Series C Preferred Stock also contains customary approval rights with respect to certain matters. There are no outstanding Series C Preferred Shares, therefore the current per annum dividend per share is $0. As of June 30, 2024, the value of the cumulative 8% dividends for all Rego preferred stock was $12,564,224. Such dividends will be paid when and if declared payable by Rego’s board of directors or upon the occurrence of certain liquidation events. In accordance with FASB ASC 260-10-45-11, the Company has recorded these accrued dividends as a current liability. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY On February 22, 2024, the Company engaged a merchant bank in a consultative capacity to advise on capital funding and strategic initiatives which include the prospective sale of the Company. The Company will pay a fee equal to 1.5% of the transaction value upon closing. This contingency has not yet been met as of June 30, 2024. Option Amendments and Adjustments On January 2, 2024, the Board of Directors approved amendments extending the term of certain outstanding options to purchase in the aggregate 300,000 shares of common stock of the Company at an exercise price of $0.90 per share. These options were scheduled to expire in January 2024 and were each extended to December 31, 2025. The increase in fair value of this term extension was $66,705 which was expensed during the three months ended March 31, 2024. The Company used the Black-Scholes option pricing model to calculate the increase in fair value, with the following assumptions for the extended options: no dividend yield, expected volatility of 62.8%, risk free interest rate of 4.33%, and expected option life of 2.0 years. On March 29, 2024, the Board of Directors approved amendments extending the term of certain outstanding options to purchase in the aggregate 125,000 shares of common stock of the Company at an exercise price of $1.31 per share. These options were scheduled to expire in April 2024 and were each extended to December 31, 2025. The increase in fair value of this term extension was $17,806 which was expensed during the three months ended March 31, 2024. The Company used the Black-Scholes option pricing model to calculate the increase in fair value, with the following assumptions for the extended options: no dividend yield, expected volatility of 58.7%, risk free interest rate of 4.59%, and expected option life of 2.0 years. On June 10, 2024, the Board of Directors approved amendments extending the term of certain outstanding options to purchase in the aggregate 900,000 shares of common stock of the Company at exercise prices ranging from $0.90 to $1.25 per share. These options were scheduled to expire in the second and third quarter of 2024 and were each extended to December 31, 2025. The increase in fair value of this term extension was $220,647 which was expensed during the three months ended June 30, 2024. The Company used the Black-Scholes option pricing model to calculate the increase in fair value, with the following assumptions for the extended options: no dividend yield, expected volatility of 61.5%, risk free interest rate of 4.87%, and expected option life of 1.5 years. Issuance of Restricted Shares A restricted stock award (“RSA”) is an award of common shares that is subject to certain restrictions during a specified period. Restricted stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company’s restricted stock awards generally vest over a period of one year. The Company expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, straight-line over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is determined based on the closing price of the Company’s common stock on the grant date. |
Stock Options and Warrants
Stock Options and Warrants | 6 Months Ended |
Jun. 30, 2024 | |
Stock Options and Warrants [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 11 – STOCK OPTIONS AND WARRANTS During 2008, the Board of Directors (“Board”) of the Company adopted the 2008 Equity Incentive Plan (“2008 Plan”) that was approved by the stockholders. Under the 2008 Plan, the Company was authorized to grant options to purchase up to 25,000,000 shares of common stock to any officer, other employee or director of, or any consultant or other independent contractor who provides services to the Company. The 2008 Plan was intended to permit stock options granted to employees under the 2008 Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the 2008 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options (“Non-Statutory Stock Options”). As of June 30, 2024, under the 2008 Plan, options to purchase 200,000 shares of common stock remain outstanding and are unexercised, and no shares are available for grants under the 2008 Plan. The 2008 Plan expired on March 3, 2019. During 2013, the Board adopted the 2013 Equity Incentive Plan (“2013 Plan”), which was approved by stockholders at the 2013 annual meeting of stockholders. Under the 2013 Plan, the Company was authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards of up to an aggregate of 5,000,000 shares of common stock to any officer, employee, director or consultant. The 2013 Plan was intended to permit stock options granted to employees under the 2013 Plan to qualify as Incentive Stock Options. All options granted under the 2013 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be Non-Statutory Stock Options. As of June 30, 2024, under the 2013 Plan, grants of restricted stock and options to purchase 1,200,000 shares of common stock remain outstanding and are unexercised, and no shares of common stock remained available for grants under the 2013 Plan. The 2013 Plan expired on November 18, 2023. The Company also grants stock options outside the option plans on terms determined by the Board. In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). Prior to January 1, 2014, volatility in all instances presented is the Company’s estimate of volatility that is based on the volatility of other public companies that are in closely related industries to the Company. Beginning January 1, 2014, volatility in all instances presented is the Company’s estimate of volatility that is based on the historical volatility of the Company’s common stock. The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted by REGO during the six months ended June 30, 2024: Risk Free Interest Rate 4.8 % Expected Volatility 60.7 % Expected Life (in years) 2.0 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.38 During the six months ended June 30, 2024, the Company issued options to purchase 496,150 shares of the Company’s common stock to various consultants and employees. The options were valued at $204,427 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the options. The fair value of options was expensed immediately. The following table summarizes the activities for REGO’s stock options for the six months ended June 30, 2024: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2023 14,320,000 $ 0.90 1.5 $ 8,416 Granted 496,150 1.04 1.9 - Exercised - - - - Expired/Cancelled (747,500 ) 0.90 - - Balance, June 30, 2024 14,068,650 $ 0.90 1.2 $ 1,640 Exercisable at June 30, 2024 and expected to vest thereafter 14,068,650 $ 0.90 1.2 $ 1,640 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.82 for the Company’s common stock on June 30, 2024. REGO expensed $395,063 and $509,585 for the three and six months ended June 30, 2024 and $1,907,746 and $2,412,608 for the three and six months ended June 30, 2023 with respect to stock options. As of June 30, 2024, there was $0 of unrecognized compensation cost related to outstanding stock options. The difference, if any, between the stock options exercisable at June 30, 2024 and the stock options exercisable and expected to vest relates to management’s estimate of options expected to vest in the future. |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2024 | |
Operating Leases [Abstract] | |
OPERATING LEASES | NOTE 12 – OPERATING LEASES For the three and six months ended June 30, 2024, total rent expense under leases amounted to $1,316 and $2,655 and for the three and six months ended June 30, 2023 total rent under leases amounted to $1,252 and $2,483. The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases. The Company has no long-term lease obligations as of June 30, 2024. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 – RELATED PARTY TRANSACTIONS On March 1, 2024, the Chief Executive Officer and the Chief Financial Officer each received cash bonuses of $30,000 for a total of $60,000 in aggregate. On May 16, 2024 the following performance bonuses were earned pursuant the successful completion of the Series B Preferred financing accomplished via a final $3.5 million private placement: 1) Shares of Common Stock: Chief Executive Officer: 300,000 shares; 2) Cash Compensation: Chairman: $50,000; Chief Executive Officer: $50,000; and Chief Financial Officer: $30,000. For the Common Stock award, the Company recorded share-based compensation expense of $307,500, the fair value of the Common Stock issued, in May 2024. |
Investor Private Line of Credit
Investor Private Line of Credit | 6 Months Ended |
Jun. 30, 2024 | |
Investor Private Line of Credit [Abstract] | |
INVESTOR PRIVATE LINE OF CREDIT | NOTE 14 - INVESTOR PRIVATE LINE OF CREDIT On March 13, 2023, the Company entered into an Investor Private Line of Credit agreement (the “LOC Agreement”) with an existing shareholder of the Company (the “Lender”). Pursuant to this agreement, the Lender may extend unsecured loans to the Company in the amount of up to twenty million dollars ($20,000,000) which may be drawn upon by the Company for a period of one year in order to provide additional capital to facilitate the Company’s operations. Drawings may be made by the Company as long as there has not been any material change in the operations of the Company. Loans under the LOC Agreement bear interest at the rate of 7% per annum. Drawings under the LOC Agreement must be repaid in full: (i) upon the execution and completion of a sale, merger or other transaction of the Company whereby the Company transfers its ownership and/or its assets to a third party within thirty (30) days of the completion of the transaction (a “Change of Control”) or (ii) if a Change of Control does not occur within one year from the date of the LOC Agreement, the Company will repay any amounts outstanding within sixty (60) days. On March 13, 2024, the Company entered into an Amendment to Investor Private Line of Credit (the “Amendment”) with the Lender. The Amendment extended the maturity date of the existing Investor Private Line of Credit Agreement with the Lender by one year, from March 13, 2024 to March 13, 2025. As of June 30, 2024 the outstanding balance on this LOC is $0. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (2,643,681) | $ (6,142,217) | $ (4,935,144) | $ (11,551,118) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Nature of the Business | Nature of the Business REGO Payment Architectures, Inc. (“REGO”) was incorporated in the state of Delaware on February 11, 2008. REGO Payment Architectures, Inc. and its subsidiaries (collectively, except where the context requires, the “Company”) is a provider of consumer software that delivers a mobile payment platform solution—Mazoola® - a family focused mobile banking solution. Headquartered in Blue Bell, Pennsylvania, the Company maintains a portfolio of trade secrets and four US patent awards. REGO offers an all-digital financial payments platform to enable minors, particularly under 13 years old, to purchase goods and services, complete chores and learn in a secure online environment guided by parental permission, oversight, and control, while remaining Children’s Online Privacy Protection Act (“COPPA”) and General Data Protection Regulation (“GDPR”) compliant. Management believes that building on its COPPA advantage that the future of REGO Payment Architectures, Inc. will be based on the foundational architecture of its technology platform (the “Platform”) that will allow its use across multiple financial markets where secure controlled payments are needed. The Company intends to license in each alternative field of use the ability for its partners, distributors and/or value-added resellers to private label each of the alternative markets. These partners would deploy, customize and support each implementation under their own label, but with acknowledgement of the Company’s proprietary intellectual assets as the base technology. Management believes this approach will enable the Company to reduce expenses while broadening its reach. Revenues generated from the Platform will come from multiple sources depending on the level of service and facilities requested by the parent. There will be levels of subscription revenue paid monthly, service fees, transaction fees and revenue sharing and licensing with banking and distribution partners. The Company’s principal office is located in Blue Bell, Pennsylvania. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the financial statements and have been prepared on a consistent basis using the accounting policies described in the summary of accounting policies included in the Company’s 2023 Annual Report on Form 10-K (the “Form 10-K”). All significant intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed, or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing to operationalize the Company’s current technology before another company develops or markets similar technology to compete with the Company. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted As of June 30, 2024, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements. |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stock Options and Warrants [Abstract] | |
Schedule of Weighted-Average Assumptions Used to Estimate the Fair Values of Stock Options Granted | The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted by REGO during the six months ended June 30, 2024: Risk Free Interest Rate 4.8 % Expected Volatility 60.7 % Expected Life (in years) 2.0 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.38 |
Schedule of Stock Option | The following table summarizes the activities for REGO’s stock options for the six months ended June 30, 2024: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2023 14,320,000 $ 0.90 1.5 $ 8,416 Granted 496,150 1.04 1.9 - Exercised - - - - Expired/Cancelled (747,500 ) 0.90 - - Balance, June 30, 2024 14,068,650 $ 0.90 1.2 $ 1,640 Exercisable at June 30, 2024 and expected to vest thereafter 14,068,650 $ 0.90 1.2 $ 1,640 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.82 for the Company’s common stock on June 30, 2024. |
Management Plans (Details)
Management Plans (Details) $ in Millions | Aug. 14, 2024 USD ($) |
Subsequent Event [Member] | |
Management Plans [Line Items] | |
Cash position | $ 5.5 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses - Related Parties (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Chief Executive Officer [Member] | ||
Accounts Payable and Accrued Expenses – Related Parties [Line Items] | ||
Beneficial owner, percentage | 5% | 5% |
Unpaid salary | $ 1,442 | $ 1,328 |
Chief Financial Officer [Member] | ||
Accounts Payable and Accrued Expenses – Related Parties [Line Items] | ||
Unpaid salary | $ 731 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Loans Payable [Line Items] | |||||
Loans payable | $ 42,600 | $ 42,600 | $ 42,600 | ||
Loans Payable [Member] | |||||
Loans Payable [Line Items] | |||||
Interest accrued rate | 6% | 6% | 10% | ||
Interest accrued | $ 11,208 | $ 11,208 | $ 9,731 | ||
Interest expense loans payable | $ 739 | $ 739 | $ 1,477 | $ 1,469 |
10% Secured Convertible Notes_2
10% Secured Convertible Notes Payable - Stockholders (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 11, 2015 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Mar. 06, 2015 | |
Ten Percentage Secured Convertible Notes Payable [Member] | |||||||
10% Secured Convertible Notes Payable - Stockholders [Line Items] | |||||||
Issued principal amount | $ 940,000 | $ 205,773 | |||||
Current liability | $ 3,036,237 | 3,036,237 | $ 3,316,357 | ||||
Accrued interest | 2,788,912 | $ 2,842,873 | |||||
Principal amount of secured convertible debt | 280,120 | 280,120 | |||||
Notes Payable [Member] | |||||||
10% Secured Convertible Notes Payable - Stockholders [Line Items] | |||||||
Interest expense | $ 75,906 | $ 82,909 | $ 151,812 | $ 165,818 | |||
Purchase Agreement [Member] | Ten Percentage Secured Convertible Notes Payable [Member] | |||||||
10% Secured Convertible Notes Payable - Stockholders [Line Items] | |||||||
Aggregate principal amount | $ 2,000,000 | ||||||
Debt instrument, maturity date | Dec. 31, 2024 | ||||||
Series B Preferred Stock [Member] | |||||||
10% Secured Convertible Notes Payable - Stockholders [Line Items] | |||||||
Conversion price (in Dollars per share) | $ 0.9 | $ 0.9 | |||||
Series B Preferred Stock [Member] | Ten Percentage Secured Convertible Notes Payable [Member] | |||||||
10% Secured Convertible Notes Payable - Stockholders [Line Items] | |||||||
Conversion price (in Dollars per share) | $ 90 | $ 90 | |||||
Convertible shares (in Shares) | 100 | 100 | |||||
Shares of series B preferred stock (in Shares) | 5,399 |
Notes Payable _ Stockholders (D
Notes Payable – Stockholders (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Notes Payable - Stockholders [Line Items] | |||||
Notes payable | $ 595,000 | $ 595,000 | $ 595,000 | ||
Notes Payable [Member] | |||||
Notes Payable - Stockholders [Line Items] | |||||
Repayments of notes payable | $ 370,000 | ||||
Interest rate | 10% | 10% | |||
Notes payable remaining | $ 225,000 | $ 225,000 | |||
Interest rate remaining | 20% | 20% | |||
Notes payable | 595,000 | ||||
Interest accrued | $ 402,262 | $ 361,026 | |||
Interest expense | $ 20,618 | $ 21,357 | $ 41,237 | $ 41,749 |
4% Secured Convertible Notes _2
4% Secured Convertible Notes Payable - Stockholders (Details) - 4.0% Secured Convertible Note [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Aug. 26, 2016 | |
4.0% Secured Convertible Promissory Notes Payable – Stockholders [Line Items] | ||||||
Aggregate principal amount | $ 600,000 | |||||
Convertible promissory notes percentage | 4% | |||||
Maturity date | Dec. 31, 2024 | |||||
Current liability amount | $ 14,981,250 | $ 14,981,250 | $ 14,981,250 | |||
Interest accrued | 3,049,324 | $ 2,749,699 | ||||
Interest expense | $ 149,813 | $ 299,625 | $ 149,813 | $ 299,625 | ||
Series C Preferred Stock [Member] | ||||||
4.0% Secured Convertible Promissory Notes Payable – Stockholders [Line Items] | ||||||
Convertible promissory notes percentage | 700% | 700% | ||||
Convertible Preferred Stock increase (in Dollars per share) | $ 90 | |||||
Convertible shares (in Shares) | 100 | |||||
Convertible Preferred Stock decrease (in Dollars per share) | $ 0.9 | |||||
Conversion price per share (in Dollars per share) | $ 630 | $ 630 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Taxes [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Aug. 23, 2021 | Aug. 31, 2016 | |
Convertible Preferred Stock [Line Items] | ||||
Dividend rate | 8% | |||
Authorized shares | 2,000,000 | 2,000,000 | ||
Preferred stock dividend cash (in Dollars) | $ 12,564,224 | |||
Series A Preferred Stock [Member] | ||||
Convertible Preferred Stock [Line Items] | ||||
Original issue price (in Dollars) | $ 19,670,000 | |||
Dividend rate | 8% | |||
Preferred stock, per share (in Dollars per share) | $ 8 | |||
Conversion price (in Dollars per share) | $ 0.9 | |||
Authorized shares | 195,500 | 195,500 | ||
Preferred stock shares issued | 98,350 | 98,350 | ||
Preferred stock shares outstanding | 98,350 | 98,350 | ||
Series B Preferred Stock [Member] | ||||
Convertible Preferred Stock [Line Items] | ||||
Original issue price (in Dollars) | $ 50,610,420 | |||
Dividend rate | 8% | |||
Conversion price (in Dollars per share) | $ 0.9 | |||
Sale of stock | 41,367 | 65,029 | ||
Received proceeds (in Dollars) | $ 3,723,021 | $ 5,852,610 | ||
Authorized shares | 347,222 | 347,222 | ||
Preferred stock shares issued | 281,169 | 234,403 | ||
Preferred stock shares outstanding | 281,169 | 234,403 | ||
Series C Preferred Stock [Member] | ||||
Convertible Preferred Stock [Line Items] | ||||
Authorized shares | 300,000 | 300,000 | 150,000 | |
Preferred stock shares issued | 0 | 0 | ||
Preferred stock shares outstanding | 0 | 0 | ||
Preferred Stock, dividends (in Dollars per share) | $ 7.2 | |||
Preferred stock dividend cash (in Dollars) | $ 0 | |||
Minimum [Member] | Series C Preferred Stock [Member] | ||||
Convertible Preferred Stock [Line Items] | ||||
Authorized shares | 150,000 | |||
Maximum [Member] | Series C Preferred Stock [Member] | ||||
Convertible Preferred Stock [Line Items] | ||||
Authorized shares | 300,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Jun. 10, 2024 | Mar. 29, 2024 | Jan. 02, 2024 | Jun. 30, 2024 |
Option Amendments and Adjustments [Member] | ||||
Stockholders' Equity [Line Items] | ||||
Expected volatility | 61.50% | 58.70% | 62.80% | |
Risk free interest rate | 4.87% | 4.59% | 4.33% | |
Expected options life years | 1 year 6 months | 2 years | 2 years | |
Consultant [Member] | ||||
Stockholders' Equity [Line Items] | ||||
Fee transaction percentage | 1.50% | |||
Board of Directors Chairman [Member] | Option Amendments [Member] | ||||
Stockholders' Equity [Line Items] | ||||
Option to purchase shares (in Shares) | 900,000 | 125,000 | 300,000 | |
Exercise price (in Dollars per share) | $ 1.31 | $ 0.9 | ||
Increase in fair value (in Dollars) | $ 220,647 | $ 66,705 | $ 17,806 | |
Board of Directors Chairman [Member] | Maximum [Member] | Option Amendments [Member] | ||||
Stockholders' Equity [Line Items] | ||||
Exercise price (in Dollars per share) | $ 0.9 | |||
Board of Directors Chairman [Member] | Minimum [Member] | Option Amendments [Member] | ||||
Stockholders' Equity [Line Items] | ||||
Exercise price (in Dollars per share) | $ 1.25 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
May 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock Options and Warrants [Line Items] | |||||
Fair market value percentage | 100% | 100% | |||
Outstanding stock, percentage | 10% | ||||
Issued options to purchase (in Shares) | 496,150 | ||||
Grant date fair value | $ 204,427 | ||||
REGO expense | $ 395,063 | $ 1,907,746 | $ 509,585 | $ 2,412,608 | |
Stock Options [Member] | |||||
Stock Options and Warrants [Line Items] | |||||
Fair market value percentage | 110% | 110% | |||
Unrecognized compensation | $ 0 | $ 0 | |||
Common Stock [Member] | |||||
Stock Options and Warrants [Line Items] | |||||
Exercise price (in Dollars per share) | $ 0.82 | $ 0.82 | |||
REGO expense | $ 307,500 | ||||
2008 Equity Incentive Plan [Member] | |||||
Stock Options and Warrants [Line Items] | |||||
Shares authorized under plan (in Shares) | 25,000,000 | 25,000,000 | |||
Remain outstanding (in Shares) | 200,000 | 200,000 | |||
2013 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Stock Options and Warrants [Line Items] | |||||
Shares authorized under plan (in Shares) | 5,000,000 | 5,000,000 | |||
Remain outstanding (in Shares) | 1,200,000 | 1,200,000 |
Stock Options and Warrants (D_2
Stock Options and Warrants (Details) - Schedule of Weighted-Average Assumptions Used to Estimate the Fair Values of Stock Options Granted - Stock Option [Member] - REGO [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares | |
Schedule of Weighted-Average Assumptions Used to Estimate the Fair Values of Stock Options Granted [Line Items] | |
Risk Free Interest Rate | 4.80% |
Expected Volatility | 60.70% |
Expected Life (in years) | 2 years |
Dividend Yield | 0% |
Weighted average estimated fair value of options during the period (in Dollars per share) | $ 0.38 |
Stock Options and Warrants (D_3
Stock Options and Warrants (Details) - Schedule of Stock Option - REGO [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2024 | ||
Schedule of Stock Option [Line Items] | |||
Number of Shares, Granted | 496,150 | ||
Weighted Average Exercise Price, Granted | $ 1.04 | ||
Weighted Average Remaining Contractual Term, Granted | 1 year 10 months 24 days | ||
Aggregate Intrinsic Value, Granted | [1] | ||
Number of Shares, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Remaining Contractual Term, Exercised | |||
Aggregate Intrinsic Value, Exercised | [1] | ||
Number of Shares, Expired/Cancelled | (747,500) | ||
Weighted Average Exercise Price, Expired/Cancelled | $ 0.9 | ||
Weighted Average Remaining Contractual Term, Expired/Cancelled | |||
Aggregate Intrinsic Value, Expired/Cancelled | [1] | ||
Number of Shares, Ending Balance | 14,320,000 | 14,068,650 | |
Weighted Average Exercise Price, Ending Balance | $ 0.9 | $ 0.9 | |
Weighted Average Remaining Contractual Term, Ending Balance | 1 year 6 months | 1 year 2 months 12 days | |
Aggregate Intrinsic Value, Ending Balance | [1] | $ 8,416 | $ 1,640 |
Number of Shares, Exercisable and expected to vest thereafter | 14,068,650 | ||
Weighted Average Exercise Price, Exercisable and expected to vest thereafter | $ 0.9 | ||
Weighted Average Remaining Contractual Term, Exercisable and expected to vest thereafter | 1 year 2 months 12 days | ||
Aggregate Intrinsic Value, Exercisable and expected to vest thereafter | [1] | $ 1,640 | |
[1]The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.82 for the Company’s common stock on June 30, 2024. |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating Leases [Abstract] | ||||
Total rent expense | $ 1,316 | $ 1,252 | $ 2,655 | $ 2,483 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
May 31, 2024 | May 16, 2024 | Mar. 01, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transactions [Line Items] | ||||||||
Common stock issued (in Shares) | 136,148,105 | 136,148,105 | 135,848,105 | |||||
Share based compensation expense | $ 395,063 | $ 1,907,746 | $ 509,585 | $ 2,412,608 | ||||
Chief Executive Officer [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Cash bonuses | $ 30,000 | |||||||
Total aggregate amount | $ 60,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Common stock issued (in Shares) | 300,000 | |||||||
Cash compensation | $ 50,000 | |||||||
Chairman [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Cash compensation | 50,000 | |||||||
Chief Financial Officer [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Cash compensation | 30,000 | |||||||
Common Stock [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Share based compensation expense | $ 307,500 | |||||||
Private Placement [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Private placement | $ 3,500,000 |
Investor Private Line of Cred_2
Investor Private Line of Credit (Details) - LOC Agreement [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Mar. 13, 2023 | |
Investor Private Line of Credit [Line Items] | ||
Unsecured loans | $ 20,000,000 | |
Interest rate | 7% | |
Outstanding balance | $ 0 |