Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | BioCorRx Inc. | |
Entity Central Index Key | 0001443863 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 6,630,585 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-54208 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 90-0967447 | |
Entity Address Address Line 1 | 2390 East Orangewood Avenue | |
Entity Address Address Line 2 | Suite 500 | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 92806 | |
Entity Address City Or Town | Anaheim | |
City Area Code | 714 | |
Local Phone Number | 462-4880 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 703,158 | $ 592,053 |
Accounts receivable, net | 0 | 500 |
Grant receivable | 0 | 224,879 |
Prepaid expenses | 119,749 | 157,493 |
Total current assets | 822,907 | 974,925 |
Property and equipment, net | 116,073 | 128,605 |
Right to use assets | 438,439 | 489,536 |
Other assets: | ||
Patents, net | 11,974 | 12,564 |
Intellectual property, net | 153,270 | 176,850 |
Deposits, long term | 44,520 | 44,520 |
Total other assets | 209,764 | 233,934 |
Total assets | 1,587,183 | 1,827,000 |
Current liabilities: | ||
Accounts payable and accrued expenses, including related party payables of $845,837 and $686,068, respectively | 2,356,938 | 2,490,158 |
Deferred revenue, short term | 34,981 | 63,331 |
Deferred revenue-grant | 0 | 65,560 |
Lease liability, short term | 112,887 | 106,290 |
Notes payable | 21,480 | 21,480 |
Notes payable, related parties | 290,110 | 290,110 |
PPP loan, short term | 18,636 | 15,445 |
Total current liabilities | 2,835,032 | 3,052,374 |
Long term liabilities: | ||
PPP loan, long term | 112,804 | 12,555 |
EIDL loan, long term | 74,300 | 74,300 |
Royalty obligation, net of discount of $6,097,774 and $6,331,662, related parties | 2,624,326 | 2,390,438 |
Lease liability, long term | 377,167 | 435,405 |
Deferred revenue, long term | 54,935 | 72,281 |
Total liabilities | 6,078,564 | 6,037,353 |
Commitments and contingencies | 0 | 0 |
Deficit: | ||
Preferred stock, no par value, 600,000 authorized | 0 | 0 |
Common stock, $0.001 par value; 750,000,000 shares authorized, 6,628,324 and 5,463,444 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 6,628 | 5,463 |
Common stock subscribed | 100,000 | 100,000 |
Additional paid in capital | 62,830,108 | 60,466,333 |
Accumulated deficit | (67,332,811) | (64,688,311) |
Total deficit attributable to BioCorRx, Inc. | (4,374,459) | (4,094,899) |
Non-controlling interest | (116,922) | (115,454) |
Total deficit | (4,491,381) | (4,210,353) |
Total liabilities and deficit | 1,587,183 | 1,827,000 |
Series A Preferred Shares [Member] | ||
Deficit: | ||
Preferred stock, no par value, 600,000 authorized | 16,000 | 16,000 |
Series B Preferred Shares [Member] | ||
Deficit: | ||
Preferred stock, no par value, 600,000 authorized | $ 5,616 | $ 5,616 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Long term liabilities: | ||
Royalty obligation - related parties, net of discount | $ 6,097,774 | $ 6,331,662 |
Current liabilities: | ||
Accounts payable and accrued expenses, including related party payables | $ 845,837 | $ 686,068 |
Deficit: | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Shares Issued | 6,628,324 | 5,463,444 |
Common Stock, Shares Outstanding | 6,628,324 | 5,463,444 |
Preferred Stock, Shares Authorized | 600,000 | 600,000 |
Convertible Series A Preferred Stock [Member] | ||
Deficit: | ||
Preferred Stock, Shares Designated | 80,000 | 80,000 |
Preferred Stock, Shares Issued | 80,000 | 80,000 |
Preferred Stock, Shares Outstanding | 80,000 | 80,000 |
Convertible Series B Preferred Stock [Member] | ||
Deficit: | ||
Preferred Stock, Shares Designated | 160,000 | 160,000 |
Preferred Stock, Shares Issued | 160,000 | 160,000 |
Preferred Stock, Shares Outstanding | 160,000 | 160,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||||
Revenues, net | $ 15,718 | $ 33,695 | $ 25,842 | $ 70,590 |
Operating expenses: | ||||
Cost of implants and other costs | 1,796 | 27,510 | 2,428 | 50,444 |
Research and development | 123,262 | 1,345,094 | 781,499 | 2,055,604 |
Selling, general and administrative | 834,726 | 796,142 | 1,745,819 | 1,598,088 |
Depreciation and amortization | 19,340 | 19,166 | 38,719 | 38,337 |
Total operating expenses | 979,124 | 2,187,912 | 2,568,464 | 3,742,473 |
Loss from operations | (963,406) | (2,154,217) | (2,542,622) | (3,671,883) |
Other income (expenses): | ||||
Interest expense, net | (126,849) | (125,628) | (250,157) | (251,035) |
Grant income | 28,350 | 1,541,366 | 118,582 | 2,105,452 |
Other miscellaneous income | 0 | 0 | 28,229 | 799 |
Total other income (expenses) | (98,499) | 1,415,738 | (103,346) | 1,855,216 |
Net loss before provision for income taxes | (1,061,905) | (738,479) | (2,645,968) | (1,816,667) |
Income taxes | 0 | 0 | 0 | 0 |
Net loss | (1,061,905) | (738,479) | (2,645,968) | (1,816,667) |
Non-controlling interest | 692 | 3,042 | 1,468 | 14,668 |
Net loss attributable to BioCorRx Inc. | $ (1,061,213) | $ (735,437) | $ (2,644,500) | $ (1,801,999) |
Net loss per common share, basic and diluted | $ (0.16) | $ (0.14) | $ (0.42) | $ (0.34) |
Weighted average number of common shares outstanding, basic and diluted | 6,617,970 | 5,364,623 | 6,320,022 | 5,349,880 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (UNAUDITED) - USD ($) | Total | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | Common Stock | Common Stock Subscribed | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest |
Balance, shares at Dec. 31, 2019 | 80,000 | 160,000 | 5,326,852 | |||||
Balance, amount at Dec. 31, 2019 | $ (1,058,886) | $ 16,000 | $ 5,616 | $ 5,327 | $ 100,000 | $ 60,111,429 | $ (61,216,080) | $ (81,178) |
Common stock issued for services rendered, shares | 30,357 | |||||||
Common stock issued for services rendered, amount | 68,837 | 0 | 0 | $ 30 | 0 | 68,807 | 0 | 0 |
Share based compensation | 48,767 | $ 0 | $ 0 | $ 0 | 0 | 48,767 | 0 | 0 |
Net loss | (1,078,188) | (1,066,562) | (11,626) | |||||
Balance, shares at Mar. 31, 2020 | 80,000 | 160,000 | 5,357,209 | |||||
Balance, amount at Mar. 31, 2020 | (2,019,470) | $ 16,000 | $ 5,616 | $ 5,357 | 100,000 | 60,229,003 | (62,282,642) | (92,804) |
Balance, shares at Dec. 31, 2019 | 80,000 | 160,000 | 5,326,852 | |||||
Balance, amount at Dec. 31, 2019 | (1,058,886) | $ 16,000 | $ 5,616 | $ 5,327 | 100,000 | 60,111,429 | (61,216,080) | (81,178) |
Net loss | (1,816,667) | |||||||
Balance, shares at Jun. 30, 2020 | 80,000 | 160,000 | 5,380,775 | |||||
Balance, amount at Jun. 30, 2020 | (2,689,320) | $ 16,000 | $ 5,616 | $ 5,381 | 100,000 | 60,297,608 | (63,018,079) | (95,846) |
Balance, shares at Mar. 31, 2020 | 80,000 | 160,000 | 5,357,209 | |||||
Balance, amount at Mar. 31, 2020 | (2,019,470) | $ 16,000 | $ 5,616 | $ 5,357 | 100,000 | 60,229,003 | (62,282,642) | (92,804) |
Common stock issued for services rendered, shares | 23,566 | |||||||
Common stock issued for services rendered, amount | 59,426 | 0 | 0 | $ 24 | 0 | 59,402 | 0 | 0 |
Share based compensation | 9,203 | $ 0 | $ 0 | $ 0 | 0 | 9,203 | 0 | |
Net loss | (738,479) | (735,437) | (3,042) | |||||
Balance, shares at Jun. 30, 2020 | 80,000 | 160,000 | 5,380,775 | |||||
Balance, amount at Jun. 30, 2020 | (2,689,320) | $ 16,000 | $ 5,616 | $ 5,381 | 100,000 | 60,297,608 | (63,018,079) | (95,846) |
Balance, shares at Dec. 31, 2020 | 80,000 | 160,000 | 5,463,444 | |||||
Balance, amount at Dec. 31, 2020 | (4,210,353) | $ 16,000 | $ 5,616 | $ 5,463 | 100,000 | 60,466,333 | (64,688,311) | (115,454) |
Common stock issued for services rendered, shares | 26,013 | |||||||
Common stock issued for services rendered, amount | 53,225 | 0 | 0 | $ 26 | 0 | 53,199 | 0 | 0 |
Share based compensation | 5,029 | 0 | 0 | 0 | 0 | 5,029 | 0 | 0 |
Net loss | (1,584,063) | 0 | 0 | $ 0 | 0 | 0 | (1,583,287) | (776) |
Common stock issued in connection with subscription agreement, shares | 1,125,000 | |||||||
Common stock issued in connection with subscription agreement, amount | 2,250,000 | $ 0 | $ 0 | $ 1,125 | 0 | 2,248,875 | 0 | 0 |
Balance, shares at Mar. 31, 2021 | 80,000 | 160,000 | 6,614,457 | |||||
Balance, amount at Mar. 31, 2021 | (3,486,162) | $ 16,000 | $ 5,616 | $ 6,614 | 100,000 | 62,773,436 | (66,271,598) | (116,230) |
Balance, shares at Dec. 31, 2020 | 80,000 | 160,000 | 5,463,444 | |||||
Balance, amount at Dec. 31, 2020 | (4,210,353) | $ 16,000 | $ 5,616 | $ 5,463 | 100,000 | 60,466,333 | (64,688,311) | (115,454) |
Net loss | (2,645,968) | |||||||
Balance, shares at Jun. 30, 2021 | 80,000 | 160,000 | 6,628,324 | |||||
Balance, amount at Jun. 30, 2021 | (4,491,381) | $ 16,000 | $ 5,616 | $ 6,628 | 100,000 | 62,830,108 | (67,332,811) | (116,922) |
Balance, shares at Mar. 31, 2021 | 80,000 | 160,000 | 6,614,457 | |||||
Balance, amount at Mar. 31, 2021 | (3,486,162) | $ 16,000 | $ 5,616 | $ 6,614 | 100,000 | 62,773,436 | (66,271,598) | (116,230) |
Common stock issued for services rendered, shares | 13,867 | |||||||
Common stock issued for services rendered, amount | 53,000 | 0 | 0 | $ 14 | 0 | 52,986 | 0 | 0 |
Share based compensation | 3,686 | 0 | 0 | 0 | 0 | 3,686 | 0 | 0 |
Net loss | (1,061,905) | $ 0 | $ 0 | $ 0 | 0 | 0 | (1,061,213) | (692) |
Balance, shares at Jun. 30, 2021 | 80,000 | 160,000 | 6,628,324 | |||||
Balance, amount at Jun. 30, 2021 | $ (4,491,381) | $ 16,000 | $ 5,616 | $ 6,628 | $ 100,000 | $ 62,830,108 | $ (67,332,811) | $ (116,922) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,645,968) | $ (1,816,667) |
Adjustments to reconcile net loss to cash flows used in operating activities: | ||
Depreciation and amortization | 38,719 | 38,337 |
Amortization of discount on royalty obligation | 233,888 | 237,108 |
Amortization of right-of-use asset | 51,097 | 42,572 |
Stock based compensation | 114,940 | 186,233 |
Gain on forgiveness of debt | (28,229) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 500 | 750 |
Grant receivable | 224,879 | 186,668 |
Prepaid expenses | 37,744 | (1,051,988) |
Accounts payable and accrued expenses | (132,991) | (94,830) |
Deposits | 0 | (2,584) |
Lease liability | (51,641) | (37,441) |
Deferred revenue | (45,696) | (55,941) |
Deferred revenue-grant | (65,560) | 1,153,017 |
Net cash used in operating activities | (2,268,318) | (1,214,766) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (2,017) | 0 |
Net cash used in investing activities | (2,017) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock subscription and royalty agreement | 2,250,000 | 0 |
Advances from SBA | 0 | 5,000 |
Proceeds from PPP loan | 131,440 | 28,000 |
Net cash provided by financing activities | 2,381,440 | 33,000 |
Net increase (decrease) in cash | 111,105 | (1,181,766) |
Cash, beginning of the period | 592,053 | 2,645,852 |
Cash, end of period | 703,158 | 1,464,086 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 0 | 0 |
Taxes paid | $ 0 | $ 0 |
BUSINESS
BUSINESS | 6 Months Ended |
Jun. 30, 2021 | |
BUSINESS | |
NOTE 1 - BUSINESS | NOTE 1 - BUSINESS BioCorRx Inc., through its subsidiaries, develops and provides innovative treatment programs for substance abuse and related disorders. The BioCorRx ® Recovery Program is a non-addictive, medication-assisted treatment (MAT) program for substance abuse that includes peer recovery support. The UnCraveRx™ Weight Loss Management Program is a medically assisted weight management program that is combined with a virtual platform application. The full program officially launched October 1, 2019. The Company’s majority owned subsidiary BioCorRx Pharmaceuticals Inc. is also engaged in the research and development of sustained release naltrexone products for the treatment of addiction and other possible disorders. Specifically, the Company is developing an injectable (BICX101) and implantable naltrexone with the goal of future regulatory approval with the Food and Drug Administration. On May 7, 2021, the U.S. Food and Drug Administration (FDA) cleared the Company’s Investigational New Drug Application (IND) application for its implantable naltrexone (BICX104) candidate. On October 31, 2020, the Company entered into a written management services agreement with Joseph DeSanto MD, Inc. (“Medical Corporation”) under which the Company provides management and other administrative services to the Medical Corporation. These services include billing, collection of accounts receivable, accounting, management and human resource functions. Pursuant to the management services agreement, a management fee equal to 65% of the Medical Corporation’s gross collected monthly revenue. Through this arrangement, the Company is directing the activities that most significantly impact the financial results of the respective Medical Corporation; however, all clinical treatment decisions are made solely by licensed healthcare professionals. The Company has determined that it is the primary beneficiary, and, therefore, has consolidated the Medical Corporation as variable interest entity (“VIE”). The medical corporation: (i) had not yet generated any revenues and (ii) had no significant assets or liabilities for the six months ended June 30, 2021. On July 28, 2016, BioCorRx Inc. formed BioCorRx Pharmaceuticals, Inc., a Nevada Corporation, for the purpose of developing certain business lines. In connection with the formation, the newly formed sub issued 24.2% ownership to officers of BioCorRx Inc. with the Company retaining 75.8%. In 2018, BioCorRx Pharmaceuticals, Inc. began operating activities (Note 19). |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The following (a) condensed consolidated balance sheet as of December 31, 2020, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2021 are not necessarily indicative of results that may be expected for the year ending December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021. Basis of presentation The unaudited condensed consolidated financial statements include the accounts of: (i) BioCorRx Inc. and its wholly owned subsidiary, Fresh Start Private, Inc., (ii) its majority owned subsidiary, BioCorRx Pharmaceuticals, Inc. (hereafter referred to as the “Company” or “BioCorRx”), and (iii) and the Medical Corporation (“VIE”) under which the Company provides management and other administrative services pursuant to the management services agreement in which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation. Paycheck Protection Program (“PPP”) Loan The Company’s policy is to account for the PPP loan (See Note 12) as debt. The Company will continue to record the loan as debt until either (1) the loan is partially or entirely forgiven and the Company has been legally released, at which point the amount forgiven will be recorded as income or (2) the Company pays off the loan. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 606. A five-step analysis a must be met as outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. There were no changes to the Company’s revenue recognition policy from the adoption of ASC 606. The Company has elected the following practical expedients in applying ASC 606: · Unsatisfied Performance Obligations - all performance obligations relate to contracts with a duration of less than one year. The Company has elected to apply the optional exemption provided in ASC 606 and therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. · Contract Costs - all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. · Significant Financing Component - the Company does not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. · Sales Tax Exclusion from the Transaction Price - the Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from the customer. · Shipping and Handling Activities - the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation. The Company’s net sales are disaggregated by product category. The sales/access fees consist of product sales, which is recognized upon the transfer of promised goods to customers. The distribution rights income consists of the income recognized from the amortization of distribution agreements entered into for its products. The membership/program fees are generated from the Company’s UnCraveRx™ Weight Loss Management Program, which is recognized upon the transfer of promised goods to customers. The following table presents the Company’s net sales by product category for the three months ended June 30, 2021 and 2020: Three Months Ended June 30, 2021 2020 Sales/access fees $ - $ 3,750 Distribution rights income 8,722 28,645 Membership/program fees 6,996 1,300 Net sales $ 15,718 $ 33,695 The following table presents the Company’s net sales by product category for the six months ended June 30, 2021 and 2020: Six Months Ended June 30, 2021 2020 Sales/access fees $ - $ 12,000 Distribution rights income 17,847 57,290 Membership/program fees 7,995 1,300 Net sales $ 25,842 $ 70,590 Deferred revenue: The Company licenses proprietary products and protocols to customers under licensing agreements that allow those customers to access the products and protocols in services they provide to their customers during the term of the license agreement. The timing and amount of revenue recognized from license agreements depends upon a variety of factors, including the specific terms of each agreement. Such agreements are reviewed for multiple performance obligations. Performance obligations can include amounts related to initial non-refundable license fees for the use of the Company’s products and protocols and additional royalties on covered services. The Company granted license and sub-license agreements for various regions or States in the United States allowing the licensee to market, distributes and sell solely in the defined license territory, as defined, the products provided by the Company. The agreements are granted for a defined period or perpetual and are effective as long as annual milestones are achieved. Terms for payments for licensee agreements vary from full cash payment to defined terms. In cases where license or sub-license fees are uncollected or deferred; the Company nets those uncollected fees with the deferred revenue for balance sheet presentation. The Company amortizes license fees over the shorter of the economic life of the related contract life or contract terms for each licensee. On October 1, 2019, the Company launched the UnCraveRx™ Weight Loss Management Program. Customers are charged a membership fee and are requested to pay for three training programs at inception. The payments are recorded as deferred revenue until earned. The following table presents the changes in deferred revenue, reflected as current and long term liabilities on the Company’s condensed consolidated balance sheet: Balance as of December 31, 2020 Short term $ 63,331 Long term 72,281 Total as of December 31, 2020 $ 135,612 Cash payments received 8,496 Reclass to deferred grant (28,350 ) Net sales recognized (25,842 ) Balance as of June 30 , 2021 89,916 Less short term 34,981 Long term $ 54,935 Deferred Revenue-Grant The Company recognizes grant revenues in the period during which the related research and development costs are incurred. The timing and amount of revenue recognized from reimbursement for research and development costs depends upon the specific terms for the contracted work. Such costs are reviewed for multiple performance obligations which can include amounts related to contracted work performed or as milestones have been achieved. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of other equity and debt instruments, fair value of intangible assets, useful lives of assets and allowance for doubtful accounts. Accounts Receivable Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $0 as of June 30, 2021 and December 31, 2020, respectively. Fair Value of Financial Instruments The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and includes this additional information in the notes to the unaudited condensed consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of cash, accounts receivable, grant receivable, accounts payable and accrued expenses, and notes payable approximate their carrying amounts due to the relatively short maturity of these instruments. The carrying value of lease liability and royalty obligation also approximates fair value since these instruments bear market rates of interest. None of these instruments are held for trading purposes. See Note 15 and 16 for stock based compensation and other equity instruments. Segment Information Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment. Long-Lived Assets The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of the assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. No impairments was recognized for the six months ended June 30, 2021 and 2020. Intangible Assets Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized for the six months ended June 30, 2021 and 2020. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life of 5 to 15 years. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the unaudited condensed consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. Net (loss) Per Share The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. The effect of common stock equivalents is anti-dilutive with respect to losses and therefore basic and dilutive is the same Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at June 30, 2021 and 2020, respectively, because their inclusion would have been anti-dilutive. Six Months Ended June 30 , 2021 2020 Shares underlying options outstanding 818,631 831,131 Shares underlying warrants outstanding 15,000 72,500 Convertible preferred stock outstanding 240,000 240,000 1,073,631 1,143,631 Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged to operations $127,027 and $205,694 as advertising costs for the three and six months ended June 30, 2021 and $132,744 and $262,125 for the three and six months ended June 30, 2020, respectively. Grant Income On January 17, 2019, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from the National Institutes of Health (“NIH”) in support of BICX102 from the National Institute on Drug Abuse. The grant provides for (i) $2,842,430 in funding during the first year and (ii) $2,831,838 during the second year subject to the terms and conditions specified in the grant, including satisfactory progress of project and the availability of funds. Grant payments received prior to the Company’s performance of work required by the terms of the research grant are recorded as deferred income and recognized as grant income once work is performed and qualifying costs are incurred. $249,550 in grant funds was received and (i) $118,582 was recorded as grant income including amortization of deferred revenues of $93,910, and (ii) $224,879 was recorded as payment on accounts receivable during the six months ended June 30, 2021. Research and development costs The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $123,262 and $781,499 for the three and six months ended June 30, 2021 and $1,345,094 and $2,055,604 for the three and six months ended June 30, 2020, respectively. Stock Based Compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is more likely than not that these deferred income tax assets will not be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of June 30, 2021, and December 31, 2020, the Company has not recorded any unrecognized tax benefits. Variable Interest Entity The Company evaluates all interests in the VIE for consolidation. When our interests are determined to be variable interests, we assess whether we are deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. Accounting Standards Codification (“ASC”) 810, Consolidation Royalty Obligations, net The Company accounted for royalty obligations as debt in accordance with ASC 470-10-25 and derived a debt discount, which is amortized using the effective interest method over the expected life of the arrangement, which is 15 years. The Company has no obligation to repay the then outstanding balance if during the expected life of 15 years the treatment is discontinued. In order to record the discount of the liability, the Company fair valued the royalty and the difference between fair value of the royalty obligation and the gross projected future payments was $7,171,200 and was recorded as non-cash interest expense over the life of the liability and offset to additional paid in capital at inception. Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
GOING CONCERN AND MANAGEMENT'S
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 6 Months Ended |
Jun. 30, 2021 | |
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | |
NOTE 3 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | NOTE 3 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of June 30, 2021, the Company had cash of $703,158 and working capital deficit of $2,012,125. During the six months ended June 30, 2021, the Company used net cash in operating activities of $2,268,318. The Company has not yet generated any significant revenues, and has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve-month period since the date of the financial statements were issued. The Company’s primary source of operating funds since inception has been from proceeds from private placements of convertible and other debt and the sale of common stock. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. In December 2019, a novel strain of coronavirus (“COVID-19”) surfaced. The spread of COVID-19 around the world in the first quarter of 2020 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies and, as such, the Company is unable to determine if it will have a material impact to its operations. On March 27, 2020, the Coronavirus Aid Relief, and Economic Security (“CARES”) Act was signed into law to provide economic relief in the early wake of the COVID-19 pandemic. The Company applied for both the Economic Injury Disaster Loan (“EIDL”) and Paycheck Protection Program (“PPP”), which were created under the CARES Act and administrated by the U.S. Small Business Administration (“SBA”). On April 28, 2020, the Company received $5,000 from SBA as an advance on the EIDL. On May 22, 2020, the Company received a PPP loan of $28,000 from Citizens Business Bank and forgiveness of PPP loan has been granted effective March 17, 2021. On July 17, 2020, the Company received an EIDL of $74,300. On April 9, 2021, the Company received $131,440 from Citizens Business Bank as the second tranche loan under the PPP loan. The Company believes that its current cash on hand will not be sufficient to fund its projected operating requirements for the next twelve months following the filing of this report. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
PREPAID EXPENSES
PREPAID EXPENSES | 6 Months Ended |
Jun. 30, 2021 | |
PREPAID EXPENSES | |
NOTE 4 - PREPAID EXPENSES | NOTE 4 - PREPAID EXPENSES The Company’s prepaid expenses consisted of the following at June 30, 2021 and December 31, 2020: June 30 , December 31, 2021 2020 Prepaid insurance $ 2,038 $ 8,152 Prepaid subscription services 82,316 78,641 Prepaid R&D 5,000 65,560 Other prepaid expenses 30,395 5,140 $ 119,749 $ 157,493 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2021 | |
PROPERTY AND EQUIPMENT | |
NOTE 5 - PROPERTY AND EQUIPMENT | NOTE 5 - PROPERTY AND EQUIPMENT The Company’s property and equipment consisted of the following at June 30, 2021 and December 31, 2020: June 30 , December 31, 2021 2020 Office equipment $ 45,519 $ 43,503 Computer equipment 5,544 5,544 Manufacturing equipment 101,200 101,200 Leasehold improvement 42,288 42,288 194,551 192,535 Less accumulated depreciation (78,478 ) (63,930 ) $ 116,073 $ 128,605 Depreciation expense charged to operations amounted to $8,965 and $14,548, respectively, for the three and six months ended June 30, 2021; and $8,799 and $14,174, respectively, for the three and six months ended June 30, 2020. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2021 | |
LEASES | |
NOTE 6 - LEASE | NOTE 6 - LEASE Operating leases On March 9, 2016, the Company entered into a lease amendment and expansion agreement, whereby the Company agreed to lease office space in Anaheim, California, commencing July 1, 2016 and expiring on June 30, 2019. On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right to use assets of $25,465, lease liability of $26,229 and eliminated deferred rent of $764. On February 14, 2019, the Company extended the term of its lease for an additional 63 months beginning July 1, 2019 (at expiry of the original lease). The extended term expires on September 30, 2024. The extended lease has escalating payments from $5,522 per month to $6,552 per month. On February 14, 2019, the Company reassessed the value of right to use assets and lease liability of $299,070. On July 15, 2019, the Company and its landlord agreed that the Company would move to a larger space within the building that currently houses its principal executive offices. The Company extended the term of its lease for an additional 63 months beginning November 1, 2019. The extended term expires on January 31, 2025. The extended lease has escalating payments from $9,505 per month to $11,018 per month. On November 1, 2019, the Company accounted for the modification as a separate lease contract and recorded right to use assets and lease liability of $201,263. On June 16, 2020, the Company entered into a lease agreement, whereby the Company agreed to lease office space in Costa Mesa, California for a term of 5 years. Due to COVID-19, the Company was not able to move in or take possession until 30 days after shelter in place has been lifted in Orange County, CA. The Company will owe monthly rental payments ranging from $2,286 to $2,584 over the term of the lease. On September 20, 2020, the Company took possession of the office space and recorded right to use assets and lease liability of $120,346. During the three months and six months ended June 30, 2021, the Company recorded $35,955 and $71,910, respectively, as lease expense to current period operations. During the three months and six months ended June 30, 2020, the Company recorded $29,098 and $52,655, respectively, as lease expense to current period operations. Lease liability is summarized below: June 30 , December 31, 2021 2020 Total lease liability $ 490,054 $ 541,695 Less: short term portion 112,887 106,290 Long term portion $ 377,167 $ 435,405 Maturity analysis under these lease agreements are as follows: Total 2021 $ 73,358 2022 150,266 2023 154,771 2024 159,420 2025 31,690 Less: present value discount (79,451 ) Lease liability $ 490,054 Lease expense for the three months ended June 30, 2021 and 2020 was comprised of the following: Three Months Ended June 30 , 2 021 2020 Operating lease expense $ 35,955 $ 29,098 Short-term lease expense - - Variable lease expense - - $ 35,955 $ 29,098 Lease expense for the six months ended June 30, 2021 and 2020 was comprised of the following: Six Months Ended June 30 , 2021 2020 Operating lease expense $ 71,910 $ 52,655 Short-term lease expense - - Variable lease expense - - $ 71,910 $ 52,655 During the six months ended June 30, 2021 and 2020, the Company paid $72,454 and $47,523, respectively, lease expense in cash. Weighted-average remaining lease term and discount rate for operating leases are as follows: June 30 , December 31, 2021 2020 Weighted-average remaining lease term 3.6 4.1 Weighted-average discount rate 8 % 8 % |
INTELLECTUAL PROPERTY LICENSING
INTELLECTUAL PROPERTY LICENSING RIGHTS | 6 Months Ended |
Jun. 30, 2021 | |
INTELLECTUAL PROPERTY LICENSING RIGHTS | |
NOTE 7 - INTELLECTUAL PROPERTY/ LICENSING RIGHTS | NOTE 7 - INTELLECTUAL PROPERTY/ LICENSING RIGHTS On August 20, 2018, the Company purchased all the worldwide rights of Naltrexone Implants formula(s) with exception of New Zealand and Australia from Trinity Compound Solutions, Inc for $10,000 and 20,000 shares of its common stock for an aggregate purchase price of $236,000. The Company started to amortize the intellectual property corresponding to the launch of the UnCraveRx™ Weight Loss Management Program in October 2019. Amortization is computed on straight-line method based on estimated useful lives of 5 years. During the three and six months ended June 30, 2021, the Company recorded amortization expense of the intellectual property of $11,790 and $23,580 respectively. During the three and six months ended June 30, 2020, the Company recorded amortization expense of $11,790 and $23,580. As of June 30, 2021, the accumulated amortization of the intellectual property was $82,730. The future amortization of the intellectual property are as follows: Year Amount 2021 23,580 2022 47,160 2023 47,160 2024 35,370 $ 153,270 On October 12, 2018 the Company’s majority owned subsidiary, BioCorRx Pharmaceuticals Inc. acquired six patent families for sustained delivery platforms for the local delivery of biologic and small molecule drugs for an aggregate purchase price of $15,200. Amortization is computed on straight-line method based on estimated useful lives of 13 years. During the three and six months ended June 30, 2021, the Company recorded amortization expense of $295 and $589, respectively. During the three and six months ended June 30, 2020, the Company recorded amortization expense of $292 and $584. As of June 30, 2021, the accumulated amortization of these patents was $11,974. The future amortization of the patents are as follows: Year Amount 2021 $ 579 2022 1,169 2023 1,169 2024 1,169 2025 and after 7,888 $ 11,974 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2021 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of June 30, 2021 and December 31, 2020: June 30 , December 31, 2021 2020 Accounts payable and accrued expenses $ 1,023,981 $ 1,180,703 Interest payable on notes payable 1,138,157 1,138,157 Interest payable on notes payable, related parties 170,537 155,768 Deferred insurance - 5,930 Interest payable on EIDL loan 2,672 1,290 Interest payable on PPP loan 299 179 Accrued expenses 21,292 8,131 $ 2,356,938 $ 2,490,158 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
NOTES PAYABLE | |
NOTE 9 - NOTES PAYABLE | NOTE 9 - NOTES PAYABLE As of June 30, 2021 and December 31, 2020, the Company had an advance from a third party. The advance bears no interest and is due on demand. The balance outstanding as of June 30, 2021 and December 31, 2020 is $21,480. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
CONVERTIBLE NOTES PAYABLE | |
NOTE 10 - CONVERTIBLE NOTES PAYABLE | NOTE 10 - CONVERTIBLE NOTES PAYABLE On June 10, 2016, the Company issued to BICX Holding Company, LLC a $2,500,000 senior secured convertible promissory note due March 3, 2020 and bearing interest at 8% per annum due annually beginning June 10, 2018. On March 3, 2017 the convertible promissory note was subsequently amended and was convertible into 42.43% of the Company’s total authorized common stock. The Company also received an additional investment of $1,660,000 from the holder. The note was convertible into a fixed number of shares of common stock equal to 42.43% (2,227,575 shares) of the total authorized common stock as of March 3, 2017 (closing). On September 30, 2019, the convertible promissory note was converted to 2,227,575 shares of the Company’s common stock, and the principal balance of the convertible note payable was reduced to $0. Upon converting the convertible note payable to common stock in September 2019, the Company and BICX Holding Company, LLC entered into a conversion agreement in which future interest through March 2020 on the convertible note payable was accelerated, and the Company agreed to pay $1,138,157 in interest within a twelve month period of an intended public offering. The interest is recorded in Accounts payable and accrued expenses on the unaudited consolidated balance sheet at June 30, 2021 and December 31, 2020. In connection with the conversion agreement, the Company and BICX Holding Company, LLC entered into a Lock-Up Agreement (the “Lock-Up Agreement”) pursuant to which the Investor will not sell, or otherwise dispose of the Conversion Shares, during the period commencing on October 1, 2019 and ending six (6) months following the initial closing of the Company’s intended public offering of its securities to raise gross proceeds to the Company of at least $10,000,000 (subject to adjustment in the Company’s sole discretion) (the “Public Offering”). In the event that the intended public offering is terminated or abandoned prior to closing then the lock-up shall expire upon the later of the date which is six (6) months from September 30, 2019 or thirty (30) days from the date of such termination or abandonment. As the Public Offering was abandoned on December 9, 2019, the Lock-Up Agreement expired on April 1, 2020. In accordance with the conversion agreement, the Company cannot enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents at an issuance price below $2.00 per share. |
NOTES PAYABLE-RELATED PARTIES
NOTES PAYABLE-RELATED PARTIES | 6 Months Ended |
Jun. 30, 2021 | |
NOTES PAYABLE-RELATED PARTIES | |
NOTE 11 - NOTES PAYABLE-RELATED PARTIES | NOTE 11 - NOTES PAYABLE-RELATED PARTIES As of June 30, 2021 and December 31, 2020, the Company had advances from Kent Emry (Chairman of the Company). The balance outstanding as of June 30, 2021 and December 31, 2020 was $1,500. The Company issued to Joe Galligan (a holder of between 5% and 10% of the Company’s shares of common stock who became a member of the Board on February 16, 2021) one unsecured promissory notes of $125,000 bearing interest at 8% per annum with both principal and initially interest due July 26, 2018. In connection with the note issuance, the Company issued 50,000 shares of the Company’s common stock to Joe Galligan. The fair value of the common stock at the date of issuance of $12,750 was recorded as a debt discount and is amortized as interest expense over the term of the note. During 2019 and 2020 the note was extended three times, ultimately rendering the note due on demand. The balance outstanding as of June 30, 2021 and December 31, 2020 was $125,000. On January 22, 2013, the Company issued an unsecured promissory note payable to Kent Emry (Chairman of the Company) for $200,000 due January 1, 2018, with a stated interest rate of 12% per annum beginning three months from issuance, payable monthly. Principal payments were due starting February 1, 2015 at $6,650 per month. The lender has an option to convert the note to licensing rights for the State of Oregon. The Company currently is in default of the principal and interest. The note holder subsequently became an officer of the Company and a member of the Board. While the note holder remains a member of the Board, he has not been an officer of the Company since June 2016. The balance outstanding as of June 30, 2021 and December 31, 2020 was $163,610. The interest expense during the three months and six months ended June 30, 2021 were $7,425 and $14,769, respectively. The interest expense during the three months and six months ended June 30, 2020 were $7,426 and $14,851, respectively. As of June 30, 2021 and December 31, 2020, the accumulated interest on related parties notes payable was $170,537 and $155,768, respectively, and was included in AP & Accrued expenses on the balance sheet. |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN | 6 Months Ended |
Jun. 30, 2021 | |
PAYCHECK PROTECTION PROGRAM LOAN | |
NOTE 12 - PAYCHECK PROTECTION PROGRAM LOAN | NOTE 12 - PAYCHECK PROTECTION PROGRAM LOAN On May 14, 2020 the Company executed a promissory note evidencing an unsecured loan in the amount of $28,000 under the PPP, which was established under the CARES Act and is administered by SBA. The Loan has been made through Citizens Business Bank (“Lender”). Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. The Company has applied for forgiveness of all of loan granted under the PPP and forgiveness of PPP loan been granted effective March 17, 2021. The Company recognized a gain from the forgiveness of the PPP loan that is included in other miscellaneous income on the statement of operations. On April 9, 2021 the Company received $131,440 from Citizens Business Bank as the second tranche loan under the PPP Loan. The maximum term of the PPP Loan is five -years and bears interest at a rate of 1.00% per annum. Monthly principal and interest payments are deferred for six months. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. However, no assurance is provided that forgiveness for any portion of the PPP Loan will be obtained. The interest expense during the three and six months ended June 30, 2021 was $299 and $299, respectively. As of June 30, 2021, the accumulated interest on PPP Loan was $299. The future principal payments are as follows: Year Amount 2021 $ 5,757 2022 25,823 2023 26,082 2024 26,344 2025 26,609 2026 and after 20,825 $ 131,440 |
ECONOMIC INJURY DISASTER LOAN
ECONOMIC INJURY DISASTER LOAN | 6 Months Ended |
Jun. 30, 2021 | |
ECONOMIC INJURY DISASTER LOAN | |
NOTE 13 - ECONOMIC INJURY DISASTER LOAN | NOTE 13 - ECONOMIC INJURY DISASTER LOAN On July 17, 2020, the Company executed the standard loan documents required for securing a loan from SBA under its Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. Pursuant to the loan agreement, the principal amount of the EIDL Loan is $74,300, with proceeds to be used for working capital purposes. The EIDL loan is secured by the tangible and intangible personal property of the Company. In accordance with the terms of the note: (i) interest accrues at the rate of 3.75% per annum, (ii) installment payments, including principal and interest, of $363 monthly, will begin Twelve (12) months from the date of the promissory Note, (iii) the balance of principal and interest will be payable thirty (30) years from the date of the promissory note and (iv) SBA is granted a continuing security interest in and to any and all tangible and intangible personal property of the Company to secure payment and performance of all debts, liabilities and obligations of Borrower to SBA. On April 28, 2020, the Company received $5,000 from the SBA as an advance on the EIDL, and the advance was forgiven during the prior period. The interest expense during the three and six months ended June 30, 2021 was $687 and $1,382, respectively. As of June 30, 2021, the accumulated interest on EIDL Loan was $2,672. The future principal payments are as follows: Year Amount 2021 $ - 2022 279 2023 1,608 2024 1,661 2025 1,732 2026 and after 69,020 $ 74,300 |
ROYALTY OBLIGATIONS, NET
ROYALTY OBLIGATIONS, NET | 6 Months Ended |
Jun. 30, 2021 | |
ROYALTY OBLIGATIONS, NET | |
NOTE 14 - ROYALTY OBLIGATIONS, NET | NOTE 14 - ROYALTY OBLIGATIONS, NET In March 2019, the Company entered into two Subscription and Royalty Agreements (the “Subscription and Royalty Agreements”). One was with Louis and Carolyn Lucido CRT LLC, managed by Mr. Louis Lucido, a member of the Company’s Board of Directors (the “Board”), and the other one was with the J and R Galligan Revocable Trust, managed by Mr. Joseph Galligan, a holder of between 5% and 10% of the Company’s shares of common stock who became a member of the Board on February 16, 2021. Pursuant to the Subscription and Royalty Agreements: (i) Each party would purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate amount of $3,000,000 at a purchase price of $15.00 per share (the “Purchase Price”), for a total of 200,000 shares of Common Stock; and (ii) the Company shall pay each (a) a total of $37.50 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the first (1st) day that the first unit of the treatment is sold (the “Initial Sales Date”) and ending on the third (3rd) anniversary of the Initial Sales Date; and (b) a total of $25.00 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the day following the third (3rd) anniversary of the Initial Sales Date and ending on the fifteenth (15th) anniversary of the Initial Sales Date (the “Royalty”). Under the Lucido agreement, the Company will use no less than 65% of the proceeds of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement exclusively to develop, launch and expand the Company’s weight loss program (“Business”) including sales and marketing activities directly related to the Business, and shall be free to use up to 35% of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement for general working capital and administration, and for further product development. As of June 30, 2021 Lucido has granted the Company permission to utilize more than 35% of restricted funds for general working capital. With the prior written consent of Mr. Lucido, the Company may use more than 35% of the aggregate Purchase Price for general working capital and administration, and for further product development. Under the second agreement, the Company will have complete discretion as to the exact amount of the aggregate purchase price to be allocated to the development and expansion of the Business. The Company accounted for this transaction as debt in accordance with ASC 470-10-25 and derived a debt discount, which is amortized using the effective interest method over the expected life of the arrangement, which is 15 years. The Company has no obligation to repay the then outstanding balance if during the expected life of 15 years the treatment is discontinued. In order to record the discount of the liability, the Company fair valued the royalty and the difference between fair value of the royalty obligation and the gross projected future payments was $7,171,200 and was recorded as non-cash interest expense over the life of the liability and offset to additional paid in capital at inception. During the three and six months ended June 30, 2021, the Company amortized $118,554 and $233,888 as interest expense, respectively. During the three and six months ended June 30, 2020, the Company amortized $118,554 and $237,108 as interest expense, respectively. |
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2021 | |
STOCKHOLDERS EQUITY (DEFICIT) | |
NOTE 15 - STOCKHOLDERS' EQUITY/(DEFICIT) | NOTE 15 - STOCKHOLDERS’ EQUITY/(DEFICIT) Convertible Preferred stock The Company is authorized to issue 600,000 shares of preferred stock with no par value. As of June 30, 2021 and December 31, 2020, the Company had 80,000 shares of Series A preferred stock and 160,000 shares of Series B preferred stock issued and outstanding. As of June 30, 2021 and December 31, 2020 each share of Series A preferred stock is entitled to one thousand (1,000) votes and is convertible into one share of common stock. 30,000 shares of Series A Preferred Stock are owned by management. The Series A Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series A. Each share of Series A Preferred Stock may be converted, at the option of the holder each share of Series A Preferred Stock may be converted equal to one (1) fully paid and nonassessable share of Common Stock, par value $0.001. As of June 30, 2021 and December 31, 2020 each share of Series B stock is entitled to two thousand (2,000) votes and is convertible into one share of common stock. 120,000 shares of Series B Preferred Stock are owned by management. The Series B Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series B. Each share of Series B Preferred Stock may be converted, at the option of the holder each share of Series B Preferred Stock may be converted equal to one (1) fully paid and nonassessable share of Common Stock, par value $0.001. Common stock Six months ended June 30 , 2021 During the six months ended June 30, 2021, the Company issued an aggregate of 39,880 shares of its common stock for services rendered valued at $106,225 based on the underlying market value of the common stock at the date of issuance. During the six months ended June 30, 2021, the Company issued an aggregate of 1,125,000 shares of its common stock under these Subscription Agreements. The common shares were recorded at a price of $2.00 per shares at the date of the agreements of $2,250,000. Six months ended June 30 , 2020 During the six months ended June 30, 2020, the Company issued an aggregate of 53,923 shares of its common stock for services rendered valued at $128,263 based on the underlying market value of the common stock at the date of issuance, among which 22,010 shares valued at $50,000 were issued to the board of directors for board compensation. As of June 30, 2021, and December 31, 2020, the Company had 6,628,324 shares and 5,463,444 shares of common stock issued and outstanding, respectively. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 6 Months Ended |
Jun. 30, 2021 | |
STOCK OPTIONS AND WARRANTS | |
NOTE 16 - STOCK OPTIONS AND WARRANTS | NOTE 16 - STOCK OPTIONS AND WARRANTS Options On November 13, 2014, our Board of Directors authorized and approved the adoption of the Plan effective November 13, 2014 (2014 Stock Option Plan) under which an aggregate of 20% (290,879 shares) of the issued and outstanding shares may be issued. The plan shall terminate ten years after the plan’s adoption by the board of directors. We granted an aggregate 145,000 stock options. As of June 30, 2021, an aggregate total of 145,879 can still be granted under the plan. On June 15, 2016, our board of Directors authorized and approved the adoption of the Equity Incentive Plan effective June 15, 2016 (2016 Equity Incentive Plan) under which an aggregate of 656,250 shares may be issued. The plan shall terminate ten years after the plan’s adoption by the board of directors. We granted an aggregate of 330,350 stock options. As of June 30, 2021 an aggregate total of 325,900 options can still be granted under the plan. On May 15, 2018, the Board of Directors approved and adopted the BioCorRx Inc. 2018 Equity Incentive Plan (2018 Stock Option Plan) under which an aggregate of 450,000 shares may be issued. The plan shall terminate ten years after the plan’s adoption by the board of directors. The Company has granted an aggregate of 363,281 stock options. As of June 30, 2021 an aggregate total of 86,719 options can still be granted under the plan. No options were granted during the six months ended June 30, 2021. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from using the Company’s historical stock prices. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. In applying the Black-Scholes option pricing model, the Company used the following assumptions in 2020: Risk-free interest rate 0.27%-0.29 % Expected term (years) 3.00 - 5.00 Expected volatility 112.97%-137.27 % Expected dividends 0.00 The following table summarizes the stock option activity for the six months ended June 30, 2021: Weighted- Average Weighted- Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term Value Outstanding at December 31, 2020 828,631 $ 7.84 5.8 $ - Expired (10,000 ) 7.49 - - Outstanding at June 30, 2021 818,631 $ 7.85 5.4 $ 743,187 Exercisable at June 30, 2021 816,131 $ 7.88 5.4 $ 737,737 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $4.18 as of June 30, 2021, which would have been received by the option holders had those option holders exercised their options as of that date. The following table presents information related to stock options at June 30, 2021: Options Outstanding Options Exercisable Weighted Weighted Average Exercisable Average Exercise Number of Remaining Life Number of Remaining Life Price Options In Years Options In Years $ 0.01-2.50 337,850 4.9 335,350 4.9 2.51-5.00 43,334 3.6 43,334 3.6 5.01 and up 437,447 5.9 437,447 5.9 818,631 5.4 816,131 5.4 The stock-based compensation expense related to option grants was 3,686 and $8,715 during the three and six months ended June 30, 2021 and $9,203 and $57,970 during the three and six months ended June 30, 2020, respectively. As of June 30, 2021, stock-based compensation related to options of $3,135 remains unamortized and is expected to be amortized over the weighted average remaining period of 3 months. Warrants The outstanding Warrants contain provisions, often referred to as “down-round protection” that has led to adjustments of the exercise price and number of underlying warrant shares with respect to future issuances by the Company of its securities, including its common stock or convertible securities or debt securities. The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock: Warrants Outstanding Warrants Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) $ 20.00 10,000 0.4 $ 20.00 10,000 0.4 100.00 5,000 0.3 100.00 5,000 0.3 $ - 15,000 0.4 $ 46.67 15,000 0.4 The following table summarizes the warrant activity for the three months ended June 30, 2021: Number of Shares Weighted Average Exercise Price Per Share Outstanding at December 31, 2020 72,500 $ 89.00 Issued - - Exercised - - Expired (57,500 ) 100.00 Outstanding at June 30, 2021 15,000 $ 46.67 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 17 - RELATED PARTY TRANSACTIONS | NOTE 17 - RELATED PARTY TRANSACTIONS The Company has an arrangement with Felix Financial Enterprises (“FFE”). FFE is a Company controlled by Lourdes Felix, an officer of the Company that provides consulting services to the Company. Until June 13, 2018, there was no formal agreement between the parties and the amount of remuneration is $14,583 per month. For the three and six months ended June 30, 2021, no consulting fees and bonuses were incurred. During the three and six months ended June 30, 2020, no consulting fees and bonuses were incurred. The agreement provides for a base salary of $175,000 an auto allowance and mobile phone stipend. As of January 1, 2020, the Company will pay Ms. Lourdes Felix an annual base salary of $190,000 in place of consulting fees and will be paid in accordance with the Company’s normal payroll schedule. Executive’s base salary shall be subject to review by the Board of Directors. The Company has an arrangement with Soupface LLC (“Soupface”). Soupface is a Company controlled by Brady Granier, an officer of the Company that provides consulting services to the Company. Until June 13, 2018, there was no formal agreement between the parties and the amount of remuneration is $15,833 per month. For the three and six months ended June 30, 2021, no consulting fees and bonuses were incurred. For the three and six months ended June 30, 2020, no consulting fees and bonuses were incurred. The agreement provides for a base salary of $190,000 an auto allowance and mobile phone stipend. As of February 26, 2020 the Company will pay Mr. Brady Granier an annual base salary of $215,000 in place of consulting fees and will be paid in accordance with the Company’s normal payroll schedule. Executive’s base salary shall be subject to review by the Board of Directors. The Company has an arrangement with Mr. Tom Welch, VP of Operations. Until June 13, 2018 there was no formal agreement between the parties and the amount of remuneration is $12,500 per month. For the three and six months ended June 30, 2021, no consulting fees and bonuses were incurred. For the three and six months ended June 30, 2020, no consulting fees and bonuses were incurred. The agreement provides for a base salary of $150,000 an auto allowance and mobile phone stipend. As of February 26, 2020 the Company will pay Mr. Welch an annual base salary of $165,000 in place of consulting fees and will be paid in accordance with the Company’s normal payroll schedule. Executive’s base salary shall be subject to review by the Board of Directors. The Company has an arrangement with Joseph Galligan, a holder of between 5% and 10% of the Company’s shares of common stock, related to his compensation for his role as a senior advisor. Until January 22, 2019 there was no formal arrangement between the parties and the amount of renumeration is $6,250 per month. For the three and six months ended June 30, 2021, no consulting fees and bonuses were incurred. For the three and six months ended June 30, 2020, the Company incurred $0 and $4,032, respectively, as consulting fees. As of February 26, 2020, the Company will pay Mr. Joe Galligan an annual base salary of $75,000 in place of consulting fees and will be paid in accordance with the Company’s normal payroll schedule. On February 16, 2021, the Board appointed Mr. Joseph J. Galligan as a member of the Board, effective February 17, 2021. On July 28, 2016, the Company formed BioCorRx Pharmaceuticals, Inc. for the purpose of developing certain business lines. In connection with the formation, the newly formed sub issued 24.2% ownership to current or former officers of the Company, with the Company retaining 75.8%. In 2018, BioCorRx Pharmaceuticals, Inc. began limited operations and there was no operation prior to that. Alpine Creek Capital Partners LLC On December 10, 2015, the Company entered into a royalty agreement with Alpine Creek Capital Partners LLC (“Alpine Creek”). The Company is in the business of selling a distinct implementation of the BioCorRx Recovery Program, a two-tiered comprehensive MAT program, which includes a counseling program, coupled with its proprietary Naltrexone Implant (the “Treatment”). In consideration for the payment, with the exception of treatments conducted in certain territories, the Company will pay Alpine Creek fifty percent (50%) of the Company’s gross profit for each Treatment sold in the United States that includes procurement of the Company’s implant product until the Company has paid Alpine Creek $1,215,000. In the event that the Company has not paid Alpine Creek $1,215,000 within 24 months of the Effective Date, then the Company shall continue to pay Alpine Creek fifty percent (50%) for each Treatment following the Effective Date until the Company has paid Alpine Creek an aggregate of $1,620,000, with the exception of treatments conducted in certain territories. The remaining total consideration is $1,531,926 as of June 30, 2021. Upon the Company’s satisfaction of these obligations, the Company shall pay Alpine Creek $100 for each treatment sold in the United States that includes procurement of the Company’s implant product, into perpetuity. As of June 30, 2021 and December 31, 2020, the amount of royalty due and owed is $91 and $91 respectively. On any other proprietary implant distribution, that excludes the “treatment”, for alcohol and opioid addiction and for which no other payment is due, the Company shall pay 2.5% of the Company’s gross profit for implant distribution not to exceed $100 per sale. On or about January 1, 2021, Mr. Joseph Galligan, a holder of between 5% and 10% of the Company’s shares of common stock and, as of February 16, 2021, a member of the Board, acquired from Alpine Creek the rights to the subscription and royalty agreement by and between the Company and Alpine Creek. As of June 30, 2021, there are no payments due. In March 2019, the Company entered into two Subscription and Royalty Agreements (“Subscription and Royalty Agreements”). One was with Louis and Carolyn Lucido CRT LLC, managed by Mr. Louis Lucido, a member of the Company’s Board of Directors (“Board”), and the other one was with the J and R Galligan Revocable Trust, managed by Mr. Joseph Galligan, a holder of between 5% and 10% of the Company’s shares of common stock. The Company received an aggregate gross proceeds of $6,000,000 in April 2019 and $210 royalty was due as of June 30, 2021 and December 31, 2020 under these two Subscription and Royalty Agreements. On February 16, 2021, the Company entered into a Subscription Agreement (the “Lucido Subscription Agreement”) with Louis C Lucido and Carolyn M. Lucido, or their Successors, as Trustee of the Lucido Family Trust, Dated May 23, 2017, managed by Mr. Louis Lucido, a member of the Company’s Board of Directors. Although the Lucido Subscription Agreement was dated February 16, 2021, it did not become effective until it was fully executed on February 23, 2021. Pursuant to the Lucido Subscription Agreement, Mr. Lucido purchased shares of the Company’s common stock, par value $0.001 per share, in the aggregate amount of $1,125,000 at a purchase price of $2.00 per share, for a total of 562,500 shares of Common Stock. The aggregate Purchase Price owed pursuant to the Lucido Subscription Agreement was paid in cash to the Company on February 26, 2021. On February 16, 2021, the Company entered into a Subscription Agreement (the “Galligan Subscription Agreement”) with The J and R Galligan Revocable Trust, managed by Mr. Joseph Galligan, a member of the Company’s Board. Although the Galligan Subscription Agreement was dated February 16, 2021, it did not become effective until it was fully executed on February 23, 2021. The terms and conditions of the Galligan Subscription Agreement (including the number of shares of common stock purchased and the purchase price) are substantially the same as the Lucido Subscription Agreement. As of June 30, 2021 and December 31, 2020, the Company’s related party payable was $845,837 and 686,068, which comprised of compensation payable and interest payable to directors. Effective March 1, 2019, the Board appointed six directors. In connection with the appointment to the Board, the Company entered into a Director Agreement with each director pursuant to which each of them will receive a quarterly cash stipend of $15,000 in compensation for services and shall be issued, upon the last day of each fiscal quarter, provided the director is a member of the Board as of such date, the number of shares of the Company’s common stock equivalent to $5,000. During the six months ended June 30, 2021 and 2020, the Company issued 18,782 and 22,010, respectively, shares of common stock valued at $52,500 and $50,000, respectively, to directors. |
CONCENTRATIONS
CONCENTRATIONS | 6 Months Ended |
Jun. 30, 2021 | |
CONCENTRATIONS | |
NOTE 18 - CONCENTRATIONS | NOTE 18 - CONCENTRATIONS Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. The Company’s revenues earned from sale of products and services for the three months ended June 30, 2021 included 55% from one customer of the Company’s total revenues. The Company’s revenues earned from sale of products and services for the six months ended June 30, 2021 included 67% from one customer of the Company’s total revenues. The Company’s revenues earned from sale of products and services for the three months ended June 30, 2020 included 26% and 58% (aggregate of 84%) from two customers of the Company’s total revenues. The Company’s revenues earned from sale of products and services for the six months ended June 30, 2020 included 25% and 56% (aggregate of 81%) from two customers of the Company’s total revenues. At June 30, 2021, there was no balance of the Company’s total accounts receivable, and one customer accounted for 100% of the Company’s total accounts receivable with an amount of $500 at December 31, 2020. |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 6 Months Ended |
Jun. 30, 2021 | |
NON-CONTROLLING INTEREST | |
NOTE 19 - NON-CONTROLLING INTEREST | NOTE 19 - NON-CONTROLLING INTEREST On July 28, 2016, the Company formed BioCorRx Pharmaceuticals, Inc., a Nevada Corporation, for the purpose of developing certain business lines. In connection with the formation, the, the newly formed sub issued 24.2% ownership to current or former officers of the Company with the Company retaining 75.8%. From inception through December 31, 2017, there were no significant transactions. There were certain licensing rights with a carrying value of $250,000 and no significant liabilities in BioCorRx Pharmaceuticals, Inc. In 2018, BioCorRx Pharmaceuticals, Inc. began operations. A reconciliation of the BioCorRx Pharmaceuticals, Inc. non-controlling loss attributable to the Company: Net loss attributable to the non-controlling interest for the three months ended June 30, 2021: Net loss $ (2,860 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (692 ) Net loss attributable to the non-controlling interest for the six months ended June 30, 2021: Net loss $ (6,067 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (1,468 ) The following table summarizes the changes in non-controlling interest for the six months ended June 30, 2021: Balance, December 31, 2020 $ (115,454 ) Net loss attributable to the non-controlling interest (1,468 ) Balance, June 30, 2021 $ (116,922 ) Net loss attributable to the non-controlling interest for the three months ended June 30, 2020: Net loss $ (12,572 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (3,042 ) Net loss attributable to the non-controlling interest for the six months ended June 30, 2020: Net loss $ (60,611 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (14,668 ) The following table summarizes the changes in non-controlling interest for the six months ended June 30, 2020: Balance, December 31, 2019 $ (81,178 ) Net loss attributable to the non-controlling interest (14,668 ) Balance, June 30, 2020 $ (95,846 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 20 - COMMITMENTS AND CONTINGENCIES | NOTE 20 - COMMITMENTS AND CONTINGENCIES Lucido Subscription and Royalty Agreement On March 28, 2019, the Company entered into a Subscription and Royalty Agreement (the “Lucido Subscription and Royalty Agreement”) with Louis and Carolyn Lucido CRT LLC, managed by Mr. Louis Lucido, a member of the Company’s Board of Directors (the “Board”). Pursuant to the Lucido Subscription and Royalty Agreement: (i) Mr. Lucido purchased shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate amount of $3,000,000 at a purchase price of $15.00 per share (the “Purchase Price”), for a total of 200,000 shares of Common Stock; and (ii) the Company shall pay Lucido (a) a total of $37.50 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the first (1st) day that the first unit of the treatment is sold (the “Initial Sales Date”) and ending on the third (3rd) anniversary of the Initial Sales Date; and (b) a total of $25.00 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the day following the third (3rd) anniversary of the Initial Sales Date and ending on the fifteenth (15th) anniversary of the Initial Sales Date (the “Royalty”). The Company will use no less than 65% of the proceeds of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement exclusively to develop, launch and expand the Company’s weight loss program (the “Business”) including sales and marketing activities directly related to the Business, and shall be free to use up to 35% of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement for general working capital and administration, and for further product development. The Company received consent of Mr. Lucido to use more than 35% of the aggregate Purchase Price for general working capital and administration, and for further product development. The Company issued 200,000 common shares to Lucido on March 28, 2019 and recorded the fair value of the shares in equity. The Company recorded a liability for the Royalty when the obligation began upon the receipt of proceeds in April 2019. Galligan Subscription and Royalty Agreement On April 1, 2019, the Company entered into a Subscription and Royalty Agreement (the “Galligan Subscription and Royalty Agreement” and, together with the Lucido Subscription and Royalty Agreement, the “Agreements”) with the J and R Galligan Revocable Trust, managed by Mr. Joseph Galligan, a holder of between 5% and 10% of the Company’s shares of common stock and, as of February 16, 2021, a member of the Board. Although the Galligan Subscription and Royalty Agreement was dated March 27, 2019, it did not become effective until it was fully executed on April 1, 2019. The terms and conditions of the Galligan Subscription and Royalty Agreement (including the amount of shares of Common Stock purchased, the Purchase Price, and the terms of the Royalty) are substantially the same as the Lucido Subscription and Royalty Agreement except that the Company will have complete discretion as to the exact amount of $3,000,000 of the Galligan Subscription and Royalty Agreement to be allocated to the development and expansion of the Business. The Company issued 200,000 common shares to Galligan on March 28, 2019 and recorded the fair value of the shares in equity. The Company recorded a liability for the Royalty when the obligation began upon the receipt of proceeds in April 2019. Royalty agreement Alpine Creek Capital Partners LLC On December 10, 2015, the Company entered into a royalty agreement with Alpine Creek Capital Partners LLC (“Alpine Creek”). The Company is in the business of selling a distinct implementation of the BioCorRx Recovery Program, a two-tiered comprehensive MAT program, which includes a counseling program, coupled with its proprietary Naltrexone Implant (the “Treatment”). In consideration for the payment, with the exception of treatments conducted in certain territories, the Company will pay Alpine Creek fifty percent (50%) of the Company’s gross profit for each Treatment sold in the United States that includes procurement of the Company’s implant product until the Company has paid Alpine Creek $1,215,000. In the event that the Company has not paid Alpine Creek $1,215,000 within 24 months of the Effective Date, then the Company shall continue to pay Alpine Creek fifty percent (50%) for each Treatment following the Effective Date until the Company has paid Alpine Creek an aggregate of $1,620,000, with the exception of treatments conducted in certain territories. The remaining total consideration is $1,531,926 as of June 30, 2021. Upon the Company’s satisfaction of these obligations, the Company shall pay Alpine Creek $100 for each treatment sold in the United States that includes procurement of the Company’s implant product, into perpetuity. As of June 30, 2021 and December 31, 2020, the amount of royalty due and owed is $91. On any other proprietary implant distribution, that excludes the “treatment”, for alcohol and opioid addiction and for which no other payment is due, the Company shall pay 2.5% of the Company’s gross profit for implant distribution not to exceed $100 per sale. On or about January 1, 2021, Mr. Joseph Galligan, a holder of between 5% and 10% of the Company’s shares of common stock, a member of the Board (as of February 16, 2021) and Senior Advisor acquired from Alpine Creek the rights to the royalty agreement by and between the Company and Alpine Creek. As of June 30, 2021, there are no payments due. BICX Holding Company LLC Effective September 30, 2019, the Company entered into a Conversion Agreement (the “Conversion Agreement”) with BICX Holding Company LLC (“BICX”), an entity controlled by Alpine Creek, pursuant to which the parties agreed to the conversion (the “Conversion”) of the Senior Secured Convertible Promissory Note in the principal amount of $4,160,000 (the “Note”), which was issued by the Company to the Investor on June 10, 2016, into 2,227,575 shares of the Company’s common stock (the “Conversion Shares”). In connection with the Conversion Agreement, the Company and BICX entered into a Lock-Up Agreement (the “Lock-Up Agreement”) pursuant to which the Investor will not sell, or otherwise dispose of the Conversion Shares, during the period commencing on October 1, 2019 and ending six (6) months following the initial closing of the Company’s intended public offering of its securities to raise gross proceeds to the Company of at least $10,000,000 (subject to adjustment in the Company’s sole discretion) (the “Public Offering”). In the event that the Public Offering is terminated or abandoned prior to closing then the lock-up shall expire upon the later of the date which is six (6) months from September 30, 2019 or thirty (30) days from the date of such termination or abandonment. As the Public Offering was abandoned on December 9, 2019, the Lock-Up Agreement expired on April 1, 2020. In accordance with the Conversion Agreement, the Company cannot enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents at an issuance price below $2.00 per share. Pursuant to the Conversion Agreement, BICX has agreed that the Total Interest Payment (as defined in the Conversion Agreement) that would have been due under the Note, in the amount of $1,138,157, will be reflected on the Company’s financial statements as an amount due and owing to the Investor to be repaid within twelve (12) months of the closing of the Public Offering, or if the Public Offering is terminated or abandoned prior to closing, then on or before such date that is no later than twelve (12) months from the date of such termination or abandonment. Charles River Laboratories, Inc. On May 24, 2019, the Company entered into a Master Services Agreement (the “MSA”) with Charles River Laboratories, Inc. (“Charles River”). Pursuant to the MSA, Charles River will be conducting studies with regard to BICX102. Studies will be conducted pursuant to Statements of Work entered into by the Company and Charles River. On May 30, 2019, the Company and Charles River entered into two separate Statements of Work pursuant to which Charles River is conducting a total of six studies. The Company will pay Charles River the total amended consideration of $3,024,476 for these six studies. The remaining commitment to Charles River is $122,178. Sinclair Research Center LLC On February 18, 2020, the Company entered into a Master Services Agreement (the “MSA”) with Sinclair Research Center LLC (“Sinclair”). Pursuant to the MSA, Sinclair will be conducting studies with regard to BICX102. Studies will be conducted pursuant to Statements of Work entered into by the Company and Sinclair. On February 20, 2020 the Company and Sinclair entered into a Statement of Work pursuant to which Sinclair is conducting one study. The total consideration the Company will pay Sinclair for the study is $894,600. On May 8, 2020, the Company entered into a Statement of Work Amendment No. 2 pursuant to which Sinclair is providing additional services for the study. The total consideration the Company will pay Sinclair for Amendment No. 2 is $314,600. On June 4, 2020, the Company entered into a Statement of Work Amendment No. 3 pursuant to which Sinclair is providing additional services for the study. The total consideration the Company will pay Sinclair for Amendment No. 3 is $41,600. The remaining commitment to Sinclair is $30,840. Agreements As of May 14, 2021, the Company has entered into four consulting agreements. In compensation for services: (i) one consultant shall receive a renumeration amount of $10,000-$12,500 per month and has earned 1% of the Company’s majority owned subsidiary, BioCorRx Pharmaceuticals as of May 7, 2021 based on FDA clearance of Company’s IND application; (ii) one consultant shall receive common stock equivalent to $1,375 on the last day of each month; (iii) one consultant shall receive common stock equivalent to $6,667 on the last day of each month; and (iv) one consultant shall receive a remuneration amount of $3,500 per month. As of June 30, 2021, the Company has entered into two scientific advisory board agreements. In compensation for services, each advisory board member shall receive common stock equivalent to $5,000 on the last day of such quarter when meetings are held. There were no meetings held during the period ended June 30, 2021. On October 30, 2020, the Company entered into a twelve (12) month restricted stock agreement with one employee. Pursuant to which the employee shall be issued, upon the last day of each month, the number of shares of the Company’s common stock equivalent to $2,500 as determined based on the average closing price on the three trading days immediately preceding the last day of such month. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 21 - SUBSEQUENT EVENTS | NOTE 21 - SUBSEQUENT EVENTS As of August 13, 2021 the Company issued an aggregate of 2,261 shares of its common stock for consulting services and one employee valued at $8,848. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Interim Financial Statements | The following (a) condensed consolidated balance sheet as of December 31, 2020, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2021 are not necessarily indicative of results that may be expected for the year ending December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021. |
Basis of Presentation | The unaudited condensed consolidated financial statements include the accounts of: (i) BioCorRx Inc. and its wholly owned subsidiary, Fresh Start Private, Inc., (ii) its majority owned subsidiary, BioCorRx Pharmaceuticals, Inc. (hereafter referred to as the “Company” or “BioCorRx”), and (iii) and the Medical Corporation (“VIE”) under which the Company provides management and other administrative services pursuant to the management services agreement in which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Paycheck Protection Program Loans (PPP) Loans | The Company’s policy is to account for the PPP loan (See Note 12) as debt. The Company will continue to record the loan as debt until either (1) the loan is partially or entirely forgiven and the Company has been legally released, at which point the amount forgiven will be recorded as income or (2) the Company pays off the loan. |
Revenue Recognition | The Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 606. A five-step analysis a must be met as outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. There were no changes to the Company’s revenue recognition policy from the adoption of ASC 606. The Company has elected the following practical expedients in applying ASC 606: · Unsatisfied Performance Obligations - all performance obligations relate to contracts with a duration of less than one year. The Company has elected to apply the optional exemption provided in ASC 606 and therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. · Contract Costs - all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. · Significant Financing Component - the Company does not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. · Sales Tax Exclusion from the Transaction Price - the Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from the customer. · Shipping and Handling Activities - the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation. The Company’s net sales are disaggregated by product category. The sales/access fees consist of product sales, which is recognized upon the transfer of promised goods to customers. The distribution rights income consists of the income recognized from the amortization of distribution agreements entered into for its products. The membership/program fees are generated from the Company’s UnCraveRx™ Weight Loss Management Program, which is recognized upon the transfer of promised goods to customers. The following table presents the Company’s net sales by product category for the three months ended June 30, 2021 and 2020: Three Months Ended June 30, 2021 2020 Sales/access fees $ - $ 3,750 Distribution rights income 8,722 28,645 Membership/program fees 6,996 1,300 Net sales $ 15,718 $ 33,695 The following table presents the Company’s net sales by product category for the six months ended June 30, 2021 and 2020: Six Months Ended June 30, 2021 2020 Sales/access fees $ - $ 12,000 Distribution rights income 17,847 57,290 Membership/program fees 7,995 1,300 Net sales $ 25,842 $ 70,590 |
Deferred revenue | The Company licenses proprietary products and protocols to customers under licensing agreements that allow those customers to access the products and protocols in services they provide to their customers during the term of the license agreement. The timing and amount of revenue recognized from license agreements depends upon a variety of factors, including the specific terms of each agreement. Such agreements are reviewed for multiple performance obligations. Performance obligations can include amounts related to initial non-refundable license fees for the use of the Company’s products and protocols and additional royalties on covered services. The Company granted license and sub-license agreements for various regions or States in the United States allowing the licensee to market, distributes and sell solely in the defined license territory, as defined, the products provided by the Company. The agreements are granted for a defined period or perpetual and are effective as long as annual milestones are achieved. Terms for payments for licensee agreements vary from full cash payment to defined terms. In cases where license or sub-license fees are uncollected or deferred; the Company nets those uncollected fees with the deferred revenue for balance sheet presentation. The Company amortizes license fees over the shorter of the economic life of the related contract life or contract terms for each licensee. On October 1, 2019, the Company launched the UnCraveRx™ Weight Loss Management Program. Customers are charged a membership fee and are requested to pay for three training programs at inception. The payments are recorded as deferred revenue until earned. The following table presents the changes in deferred revenue, reflected as current and long term liabilities on the Company’s condensed consolidated balance sheet: Balance as of December 31, 2020 Short term $ 63,331 Long term 72,281 Total as of December 31, 2020 $ 135,612 Cash payments received 8,496 Reclass to deferred grant (28,350 ) Net sales recognized (25,842 ) Balance as of June 30 , 2021 89,916 Less short term 34,981 Long term $ 54,935 |
Deferred Revenue-Grant | The Company recognizes grant revenues in the period during which the related research and development costs are incurred. The timing and amount of revenue recognized from reimbursement for research and development costs depends upon the specific terms for the contracted work. Such costs are reviewed for multiple performance obligations which can include amounts related to contracted work performed or as milestones have been achieved. |
Use of Estimates | The preparation of the condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of other equity and debt instruments, fair value of intangible assets, useful lives of assets and allowance for doubtful accounts. |
Accounts Receivable | Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $0 as of June 30, 2021 and December 31, 2020, respectively. |
Fair Value of Financial Instruments | The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and includes this additional information in the notes to the unaudited condensed consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of cash, accounts receivable, grant receivable, accounts payable and accrued expenses, and notes payable approximate their carrying amounts due to the relatively short maturity of these instruments. The carrying value of lease liability and royalty obligation also approximates fair value since these instruments bear market rates of interest. None of these instruments are held for trading purposes. See Note 15 and 16 for stock based compensation and other equity instruments. |
Segment Information | Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment. |
Long-Lived Assets | The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of the assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. No impairments was recognized for the six months ended June 30, 2021 and 2020. |
Intangible Assets | Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized for the six months ended June 30, 2021 and 2020. |
Property and Equipment | Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life of 5 to 15 years. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. |
Leases | The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the unaudited condensed consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. |
Net (loss) Per Share | The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. The effect of common stock equivalents is anti-dilutive with respect to losses and therefore basic and dilutive is the same Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at June 30, 2021 and 2020, respectively, because their inclusion would have been anti-dilutive. Six Months Ended June 30 , 2021 2020 Shares underlying options outstanding 818,631 831,131 Shares underlying warrants outstanding 15,000 72,500 Convertible preferred stock outstanding 240,000 240,000 1,073,631 1,143,631 |
Advertising | The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged to operations $127,027 and $205,694 as advertising costs for the three and six months ended June 30, 2021 and $132,744 and $262,125 for the three and six months ended June 30, 2020, respectively. |
Grant Income | On January 17, 2019, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from the National Institutes of Health (“NIH”) in support of BICX102 from the National Institute on Drug Abuse. The grant provides for (i) $2,842,430 in funding during the first year and (ii) $2,831,838 during the second year subject to the terms and conditions specified in the grant, including satisfactory progress of project and the availability of funds. Grant payments received prior to the Company’s performance of work required by the terms of the research grant are recorded as deferred income and recognized as grant income once work is performed and qualifying costs are incurred. $249,550 in grant funds was received and (i) $118,582 was recorded as grant income including amortization of deferred revenues of $93,910, and (ii) $224,879 was recorded as payment on accounts receivable during the six months ended June 30, 2021. |
Research and development costs | The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $123,262 and $781,499 for the three and six months ended June 30, 2021 and $1,345,094 and $2,055,604 for the three and six months ended June 30, 2020, respectively. |
Stock Based Compensation | Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. |
Income Taxes | Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is more likely than not that these deferred income tax assets will not be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of June 30, 2021, and December 31, 2020, the Company has not recorded any unrecognized tax benefits. |
Variable Interest Entity | The Company evaluates all interests in the VIE for consolidation. When our interests are determined to be variable interests, we assess whether we are deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. Accounting Standards Codification (“ASC”) 810, Consolidation |
Royalty Obligations, net | The Company accounted for royalty obligations as debt in accordance with ASC 470-10-25 and derived a debt discount, which is amortized using the effective interest method over the expected life of the arrangement, which is 15 years. The Company has no obligation to repay the then outstanding balance if during the expected life of 15 years the treatment is discontinued. In order to record the discount of the liability, the Company fair valued the royalty and the difference between fair value of the royalty obligation and the gross projected future payments was $7,171,200 and was recorded as non-cash interest expense over the life of the liability and offset to additional paid in capital at inception. |
Recent Accounting Pronouncements | There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of changes in deferred revenue | Balance as of December 31, 2020 Short term $ 63,331 Long term 72,281 Total as of December 31, 2020 $ 135,612 Cash payments received 8,496 Reclass to deferred grant (28,350 ) Net sales recognized (25,842 ) Balance as of June 30 , 2021 89,916 Less short term 34,981 Long term $ 54,935 |
Schedule of net sales | Three Months Ended June 30, 2021 2020 Sales/access fees $ - $ 3,750 Distribution rights income 8,722 28,645 Membership/program fees 6,996 1,300 Net sales $ 15,718 $ 33,695 Six Months Ended June 30, 2021 2020 Sales/access fees $ - $ 12,000 Distribution rights income 17,847 57,290 Membership/program fees 7,995 1,300 Net sales $ 25,842 $ 70,590 |
Schedule of computations of weighted average shares outstanding | Six Months Ended June 30 , 2021 2020 Shares underlying options outstanding 818,631 831,131 Shares underlying warrants outstanding 15,000 72,500 Convertible preferred stock outstanding 240,000 240,000 1,073,631 1,143,631 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
PREPAID EXPENSES | |
Schedule of prepaid expenses | June 30 , December 31, 2021 2020 Prepaid insurance $ 2,038 $ 8,152 Prepaid subscription services 82,316 78,641 Prepaid R&D 5,000 65,560 Other prepaid expenses 30,395 5,140 $ 119,749 $ 157,493 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | June 30 , December 31, 2021 2020 Office equipment $ 45,519 $ 43,503 Computer equipment 5,544 5,544 Manufacturing equipment 101,200 101,200 Leasehold improvement 42,288 42,288 194,551 192,535 Less accumulated depreciation (78,478 ) (63,930 ) $ 116,073 $ 128,605 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
LEASES | |
Schedule of lease liability | June 30 , December 31, 2021 2020 Total lease liability $ 490,054 $ 541,695 Less: short term portion 112,887 106,290 Long term portion $ 377,167 $ 435,405 |
Schedule of maturity analysis under lease agreements | Total 2021 $ 73,358 2022 150,266 2023 154,771 2024 159,420 2025 31,690 Less: present value discount (79,451 ) Lease liability $ 490,054 |
Schedule of lease expense | Three Months Ended June 30 , 2 021 2020 Operating lease expense $ 35,955 $ 29,098 Short-term lease expense - - Variable lease expense - - $ 35,955 $ 29,098 Six Months Ended June 30 , 2021 2020 Operating lease expense $ 71,910 $ 52,655 Short-term lease expense - - Variable lease expense - - $ 71,910 $ 52,655 |
Schedule of Weighted-average remaining lease term | June 30 , December 31, 2021 2020 Weighted-average remaining lease term 3.6 4.1 Weighted-average discount rate 8 % 8 % |
INTELLECTUAL PROPERTY LICENSI_2
INTELLECTUAL PROPERTY LICENSING RIGHTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
INTELLECTUAL PROPERTY LICENSING RIGHTS | |
Schedule of amortization of intellactual property | Year Amount 2021 23,580 2022 47,160 2023 47,160 2024 35,370 $ 153,270 |
Schedule of amortization of patents | Year Amount 2021 $ 579 2022 1,169 2023 1,169 2024 1,169 2025 and after 7,888 $ 11,974 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Schedule of accounts payable and accrued expenses | June 30 , December 31, 2021 2020 Accounts payable and accrued expenses $ 1,023,981 $ 1,180,703 Interest payable on notes payable 1,138,157 1,138,157 Interest payable on notes payable, related parties 170,537 155,768 Deferred insurance - 5,930 Interest payable on EIDL loan 2,672 1,290 Interest payable on PPP loan 299 179 Accrued expenses 21,292 8,131 $ 2,356,938 $ 2,490,158 |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
PAYCHECK PROTECTION PROGRAM LOAN (Tables) | |
Schedule of Principal Payment | Year Amount 2021 $ 5,757 2022 25,823 2023 26,082 2024 26,344 2025 26,609 2026 and after 20,825 $ 131,440 |
ECONOMIC INJURY DISASTER LOAN (
ECONOMIC INJURY DISASTER LOAN (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
ECONOMIC INJURY DISASTER LOAN | |
Schedule of future principle payments | Year Amount 2021 $ - 2022 279 2023 1,608 2024 1,661 2025 1,732 2026 and after 69,020 $ 74,300 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
STOCK OPTIONS AND WARRANTS | |
Scheule of Black-Scholes option pricing model | Risk-free interest rate 0.27%-0.29 % Expected term (years) 3.00 - 5.00 Expected volatility 112.97%-137.27 % Expected dividends 0.00 |
Schedule of stock options | Weighted- Average Weighted- Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term Value Outstanding at December 31, 2020 828,631 $ 7.84 5.8 $ - Expired (10,000 ) 7.49 - - Outstanding at June 30, 2021 818,631 $ 7.85 5.4 $ 743,187 Exercisable at June 30, 2021 816,131 $ 7.88 5.4 $ 737,737 |
Schedule of information regarding stock options | Options Outstanding Options Exercisable Weighted Weighted Average Exercisable Average Exercise Number of Remaining Life Number of Remaining Life Price Options In Years Options In Years $ 0.01-2.50 337,850 4.9 335,350 4.9 2.51-5.00 43,334 3.6 43,334 3.6 5.01 and up 437,447 5.9 437,447 5.9 818,631 5.4 816,131 5.4 |
Schedule of changes in warrants outstanding | Warrants Outstanding Warrants Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) $ 20.00 10,000 0.4 $ 20.00 10,000 0.4 100.00 5,000 0.3 100.00 5,000 0.3 $ - 15,000 0.4 $ 46.67 15,000 0.4 |
Schedule of summary of warrant activity | Number of Shares Weighted Average Exercise Price Per Share Outstanding at December 31, 2020 72,500 $ 89.00 Issued - - Exercised - - Expired (57,500 ) 100.00 Outstanding at June 30, 2021 15,000 $ 46.67 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
NON-CONTROLLING INTEREST | |
Schedule of net loss attributable to non-controlling interest | Net loss $ (2,860 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (692 ) Net loss $ (6,067 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (1,468 ) |
Schedule of changes in non-controlling interest | Balance, December 31, 2020 $ (115,454 ) Net loss attributable to the non-controlling interest (1,468 ) Balance, June 30, 2021 $ (116,922 ) Net loss $ (12,572 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (3,042 ) Net loss $ (60,611 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (14,668 ) Balance, December 31, 2019 $ (81,178 ) Net loss attributable to the non-controlling interest (14,668 ) Balance, June 30, 2020 $ (95,846 ) |
BUSINESS (Details Narrative)
BUSINESS (Details Narrative) | 1 Months Ended |
Jul. 28, 2016 | |
BioCorRx Pharmaceuticals [Member] | |
Equity issued ownership | 75.8% |
Non-Controlling Interest [Member] | |
Equity issued ownership | 24.2% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | ||||
Sales/access fees | $ 0 | $ 3,750 | $ 0 | $ 12,000 |
Distribution rights income | 8,722 | 28,645 | 17,847 | 57,290 |
Membership/program fees | 6,996 | 1,300 | 7,995 | 1,300 |
Net sales | $ 15,718 | $ 33,695 | $ 25,842 | $ 70,590 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
SIGNIFICANT ACCOUNTING POLICIES | ||
Deferred revenue, short term | $ 34,981 | $ 63,331 |
Deferred revenue, long term | 54,935 | 72,281 |
Total deferred revenue | 89,916 | $ 135,612 |
Cash payments received | 8,496 | |
Reclass to deferred grant | (28,350) | |
Net sales recognized | $ (25,842) |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | ||
Shares underlying options outstanding | $ 818,631 | $ 831,131 |
Shares underlying warrants outstanding | 15,000 | 72,500 |
Convertible preferred stock outstanding | 240,000 | 240,000 |
Total | 1,073,631 | 1,143,631 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jan. 17, 2019 | |
Advertising costs | $ 127,027 | $ 132,744 | $ 205,694 | $ 262,125 | ||
Allowance for doubtful accounts | 0 | 0 | $ 0 | |||
Grant income including amortization | 118,582 | |||||
Grant funding during the first year | $ 2,842,430 | |||||
Grant funding during the second year | $ 2,831,838 | |||||
Research and development costs | $ 123,262 | $ 1,345,094 | 781,499 | $ 2,055,604 | ||
Deferred income | 93,910 | |||||
Payment on accounts receivable | 224,879 | |||||
Grant income | $ 249,550 | |||||
Royalty obligations description | The Company accounted for royalty obligations as debt in accordance with ASC 470-10-25 and derived a debt discount, which is amortized using the effective interest method over the expected life of the arrangement, which is 15 years. The Company has no obligation to repay the then outstanding balance if during the expected life of 15 years the treatment is discontinued | |||||
Royalty obligations, net | $ 7,171,200 | |||||
Minimum [Member] | ||||||
Property plant and equipment estimated useful lives | 5 | |||||
Maximum [Member] | ||||||
Property plant and equipment estimated useful lives | 15 years |
GOING CONCERN AND MANAGEMENTS L
GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS (Details Narrative) - USD ($) | Apr. 06, 2021 | Jul. 17, 2020 | May 22, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Apr. 28, 2020 | Dec. 31, 2019 |
Cash | $ 703,158 | $ 1,464,086 | $ 592,053 | $ 2,645,852 | ||||
Working capital deficit | 2,012,125 | |||||||
Net cash used in operating activities | (2,268,318) | (1,214,766) | ||||||
Proceeds from loan | $ 131,440 | $ 28,000 | ||||||
U.S. Small Business Administration [Member] | ||||||||
Advances from SBA | $ 5,000 | |||||||
EIDL [Member] | ||||||||
Proceeds from loan | $ 74,300 | |||||||
Citizens Business Bank [Member] | ||||||||
Proceeds from PPP loan | $ 131,440 | $ 28,000 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
PREPAID EXPENSES | ||
Prepaid insurance | $ 2,038 | $ 8,152 |
Prepaid subscription services | 82,316 | 78,641 |
Prepaid R&D | 5,000 | 65,560 |
Other prepaid expenses | 30,395 | 5,140 |
Total | $ 119,749 | $ 157,493 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property and equipment, gross | $ 194,551 | $ 192,535 |
Less accumulated depreciation | (78,478) | (63,930) |
Property and equipment, net | 116,073 | 128,605 |
Office Equipment [Member] | ||
Property and equipment, gross | 45,519 | 43,503 |
Computer Equipment [Member] | ||
Property and equipment, gross | 5,544 | 5,544 |
Manufacturing Equipment [Member] | ||
Property and equipment, gross | 101,200 | 101,200 |
Leasehold improvement [Member] | ||
Property and equipment, gross | $ 42,288 | $ 42,288 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
PROPERTY AND EQUIPMENT | ||||
Depreciation expense | $ 8,965 | $ 8,799 | $ 14,548 | $ 14,174 |
LEASES (Details)
LEASES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
LEASES | ||
Total lease liability | $ 490,054 | $ 541,695 |
Less: short term portion | 112,887 | 106,290 |
Long term portion | $ 377,167 | $ 435,405 |
LEASES (Details 1)
LEASES (Details 1) | Jun. 30, 2021USD ($) |
LEASES | |
2021 | $ 73,358 |
2022 | 150,266 |
2023 | 154,771 |
2024 | 159,420 |
2025 and beyond | 31,690 |
Less: present value discount | (79,451) |
Lease liability | $ 490,054 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
LEASES | |||||
Operating lease expense | $ 35,955 | $ 29,098 | $ 29,098 | $ 71,910 | $ 52,655 |
Short-term lease expense | 0 | 0 | 0 | 0 | |
Variable lease expense | 0 | 0 | 0 | 0 | |
Total lease expense | $ 35,955 | $ 29,098 | $ 71,910 | $ 52,655 |
LEASES (Details 3)
LEASES (Details 3) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
LEASES | ||
Weighted-average remaining lease term | 3.6 | 4.1 |
Weighted-average discount rate | 8 | 8 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Operating lease expense | $ 35,955 | $ 29,098 | $ 29,098 | $ 71,910 | $ 52,655 | ||
Total lease expense | 72,454 | $ 47,523 | |||||
Right to use asset liability | 112,887 | 112,887 | $ 106,290 | ||||
Eliminated deferred rent | 0 | 0 | 65,560 | ||||
Right to use assets | 438,439 | $ 438,439 | $ 489,536 | ||||
February 14, 2019 [Member] | |||||||
Extension of lease term description | the Company extended the term of its lease for an additional 63 months beginning July 1, 2019 (at expiry of the original lease) | ||||||
Right to use assets and lease liability | $ 299,070 | ||||||
Lease expiration date | September 30, 2024 | ||||||
February 14, 2019 [Member] | Minimum [Member] | |||||||
Lease payment monthly | $ 5,522 | ||||||
February 14, 2019 [Member] | Maximum [Member] | |||||||
Lease payment monthly | $ 6,552 | ||||||
July 15, 2019 [Member] | |||||||
Extension of lease term description | The Company extended the term of its lease for an additional 63 months beginning November 1, 2019 | ||||||
Right to use assets and lease liability | $ 201,263 | ||||||
Lease expiration date | January 31, 2025 | ||||||
July 15, 2019 [Member] | Minimum [Member] | |||||||
Lease payment monthly | $ 9,505 | ||||||
July 15, 2019 [Member] | Maximum [Member] | |||||||
Lease payment monthly | $ 11,018 | ||||||
June 16, 2020 [Member] | |||||||
Right to use assets and lease liability | $ 120,346 | ||||||
Lease term | 5 years | ||||||
June 16, 2020 [Member] | Minimum [Member] | |||||||
Lease payment monthly | $ 2,286 | ||||||
June 16, 2020 [Member] | Maximum [Member] | |||||||
Lease payment monthly | $ 2,584 | ||||||
January 1, 2019 [Member] | |||||||
Lease expiration date | June 30, 2019 | ||||||
Right to use asset liability | 26,229 | $ 26,229 | |||||
Eliminated deferred rent | 764 | 764 | |||||
Right to use assets | $ 25,465 | $ 25,465 |
INTELLECTUAL PROPERTY LICENSI_3
INTELLECTUAL PROPERTY LICENSING RIGHTS (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
future amortization of the intellectual property | $ 153,270 | $ 176,850 |
Intellectual Property [Member] | ||
2021 | 23,580 | |
2022 | 47,160 | |
2023 | 47,160 | |
2024 | 35,370 | |
future amortization of the intellectual property | $ 153,270 |
INTELLECTUAL PROPERTY LICENSI_4
INTELLECTUAL PROPERTY LICENSING RIGHTS (Details 1) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Total future amortization of the patents | $ 11,974 | $ 12,564 |
Patents [Member] | ||
2021 | 579 | |
2022 | 1,169 | |
2023 | 1,169 | |
2024 | 1,169 | |
2025 and after | 7,888 | |
Total future amortization of the patents | $ 11,974 |
INTELLECTUAL PROPERTY LICENSI_5
INTELLECTUAL PROPERTY LICENSING RIGHTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Oct. 12, 2018 | Aug. 20, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Naltrexone Implant Formulation [Member] | Trinity Compound Solutions [Member] | ||||||
Cash paid for acquisition | $ 10,000 | |||||
Aggregate purchase price, Shares | 20,000 | |||||
Estimated useful lives | 5 years | |||||
Aggregate purchase price, value | $ 236,000 | |||||
Intellectual Property [Member] | ||||||
Amortization expense | $ 11,790 | $ 11,790 | $ 23,580 | $ 23,580 | ||
Accumulated amortization | 82,730 | 82,730 | ||||
Patents [Member] | ||||||
Amortization expense | 295 | $ 292 | 589 | $ 584 | ||
Accumulated amortization | $ 11,974 | $ 11,974 | ||||
Six patent families [Member] | ||||||
Estimated useful lives | 13 years | |||||
Patent acquired cost | $ 15,200 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Accounts payable | $ 1,023,981 | $ 1,180,703 |
Interest payable on notes payable | 1,138,157 | 1,138,157 |
Interest payable on notes payable, related parties | 170,537 | 155,768 |
Deferred insurance | 0 | 5,930 |
Interest payable on EIDL loan | 2,672 | 1,290 |
Interest payable on PPP loan | 299 | 179 |
Accrued expenses | 21,292 | 8,131 |
Account payable accrued expenses | $ 2,356,938 | $ 2,490,158 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
NOTES PAYABLE | ||
Notes payable, net of debt discounts | $ 21,480 | $ 21,480 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 10, 2016 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2019 |
Shares issued upon conversion of debt | 2,227,575 | |||
Additional investment | $ 1,660,000 | |||
March, 2020 [Member] | ||||
Conversion interest payable | $ 1,138,157 | |||
BICX Holding Company LLC [Member] | ||||
Shares issued upon conversion of debt | 2,227,575 | 2,227,575 | ||
Issuance price per share | $ 2 | |||
Description of conversion agreement | during the period commencing on October 1, 2019 and ending six (6) months following the initial closing of the Company’s intended public offering of its securities to raise gross proceeds to the Company of at least $10,000,000 (subject to adjustment in the Company’s sole discretion) (the “Public Offering”). In the event that the intended public offering is terminated or abandoned prior to closing then the lock-up shall expire upon the later of the date which is six (6) months from September 30, 2019 or thirty (30) days from the date of such termination or abandonment. | |||
Convertible promissory note | $ 2,500,000 | |||
Maturity period | March 3, 2020 | |||
Interest rate | 8% |
NOTES PAYABLE-RELATED PARTIES (
NOTES PAYABLE-RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 22, 2013 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Interest expense on notes payable, related parties | $ 7,425 | $ 7,426 | $ 14,769 | $ 14,851 | ||
Accumulated interest on related parties notes payable | 170,537 | 170,537 | $ 155,768 | |||
Notes payable, related parties | 290,110 | $ 290,110 | 290,110 | |||
Common stock shares issued, descripiton | The Company has an arrangement with Joseph Galligan, a holder of between 5% and 10% of the Company’s shares of common stock, | |||||
Joe Galligan [Member] | ||||||
Unsecured promissory notes | $ 125,000 | |||||
Interest rate | 8% | |||||
Principal and interest due date | July 26, 2018 | |||||
Shares issued for debt | 50,000 | |||||
Shsres issued for debt, value | $ 12,750 | |||||
Notes payable, related parties | 125,000 | $ 125,000 | 125,000 | |||
Common stock shares issued, descripiton | The Company issued to Joe Galligan (a holder of between 5% and 10% of the Company’s shares of common stock who became a member of the Board on February 16, 2021) | |||||
Kent Emry [Member] | ||||||
Unsecured promissory notes | $ 200,000 | |||||
Interest rate | 12% | |||||
Due from related party | 1,500 | $ 1,500 | 1,500 | |||
Maturity date | January 1, 2018 | |||||
Outstanding principal balance on issuance of promissory note | $ 163,610 | $ 163,610 | $ 163,610 | |||
Principal payments (monthly) | $ 6,650 |
PAYCHECK PROTECTION PROGRAM L_3
PAYCHECK PROTECTION PROGRAM LOAN (Details) - PPP Loan [Member] | Jun. 30, 2021USD ($) |
2021 | $ 5,757 |
2022 | 25,823 |
2023 | 26,082 |
2024 | 26,344 |
2025 | 26,609 |
2026 and after | 20,825 |
Tota future principal payments | $ 131,440 |
PAYCHECK PROTECTION PROGRAM L_4
PAYCHECK PROTECTION PROGRAM LOAN (Details Narrative) - USD ($) | Apr. 09, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | May 14, 2020 |
Debt intsrument, term | five -years | ||||||
Accumulated interest on related parties notes payable | $ 170,537 | $ 170,537 | $ 155,768 | ||||
Interest expense on notes payable, related parties | 7,425 | $ 7,426 | 14,769 | $ 14,851 | |||
PPP Loan [Member] | |||||||
Unsecured loan | $ 28,000 | ||||||
Interest rate | 1.00% | ||||||
Accumulated interest on related parties notes payable | 299 | 299 | |||||
Interest expense on notes payable, related parties | $ 299 | $ 299 | |||||
Proceeds from PPP loan | $ 131,440 |
ECONOMIC INJURY DISASTER LOAN_2
ECONOMIC INJURY DISASTER LOAN (Details) | Jun. 30, 2021USD ($) |
NOTES PAYABLE-RELATED PARTIES | |
2021 | $ 0 |
2022 | 279 |
2023 | 1,608 |
2024 | 1,661 |
2025 | 1,732 |
2026 and after | 69,020 |
Total | $ 74,300 |
ECONOMIC INJURY DISASTER LOAN_3
ECONOMIC INJURY DISASTER LOAN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accumulated interest on EIDL Loan | $ 2,672 | $ 2,672 | |
Interest expense | $ 687 | 1,382 | |
Advances from SBA | 0 | $ 5,000 | |
April 28, 2020 [Member] | |||
Advances from SBA | $ 5,000 | ||
Economic Injury Disaster Loan assistance program [Member] | July 17, 2020 [Member] | |||
Balance of principal and interest payable (Period) description | the balance of principal and interest will be payable thirty (30) years from the date of the promissory note | ||
Proceeds from EIDL loan | $ 74,300 | ||
Interest rate | 3.75% | ||
Monthly payments of principal and interest | $ 363 |
ROYALTY OBLIGATIONS NET (Detail
ROYALTY OBLIGATIONS NET (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Amortization of discount on royalty obligation | $ 118,554 | $ 118,554 | $ 233,888 | $ 237,108 |
Non-cash interest expense | $ 7,171,200 | |||
Common stock shares issued, descripiton | The Company has an arrangement with Joseph Galligan, a holder of between 5% and 10% of the Company’s shares of common stock, | |||
Expected life of the arrangement | 15 years | |||
Royalty agreements description | (i) Each party would purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate amount of $3,000,000 at a purchase price of $15.00 per share (the “Purchase Price”), for a total of 200,000 shares of Common Stock; and (ii) the Company shall pay each (a) a total of $37.50 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the first (1st) day that the first unit of the treatment is sold (the “Initial Sales Date”) and ending on the third (3rd) anniversary of the Initial Sales Date; and (b) a total of $25.00 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the day following the third (3rd) anniversary of the Initial Sales Date and ending on the fifteenth (15th) anniversary of the Initial Sales Date (the “Royalty”). | |||
Lucido Agreement [Member] | ||||
Conditions to use funds, Description | the Company will use no less than 65% of the proceeds of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement exclusively to develop, launch and expand the Company’s weight loss program (“Business”) including sales and marketing activities directly related to the Business, and shall be free to use up to 35% of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement for general working capital and administration, and for further product development |
STOCKHOLDERS EQUITY(DEFICIT) (D
STOCKHOLDERS EQUITY(DEFICIT) (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Preferred stock, shares authorized | 600,000 | 600,000 | |
Common stock for services rendered, Value | $ 106,225 | $ 128,263 | |
Common Stock, Shares Outstanding | 6,628,324 | 5,463,444 | |
Common stock for services rendered, shares | 39,880 | 53,923 | |
Common Stock, Shares Issued | 6,628,324 | 5,463,444 | |
Subscription and Royalty Agreements [Member] | |||
Common Stock, Shares Issued | 1,125,000 | ||
Issuance of common stock, amount | $ 2,250,000 | ||
price per shares | $ 2 | ||
Board of Directors [Member] | |||
Common Stock, Shares Issued | 22,010 | ||
Issuance of common stock, amount | $ 50,000 | ||
Series A Preferred Shares [Member] | |||
Preferred stock, shares issued | 80,000 | 80,000 | |
Preferred stock, shares outstanding | 80,000 | 80,000 | |
Convertible preferred stock description | each share of Series A preferred stock is entitled to one thousand (1,000) votes and is convertible into one share of common stock. 30,000 shares of Series A Preferred Stock are owned by management. The Series A Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series A. Each share of Series A Preferred Stock may be converted, at the option of the holder each share of Series A Preferred Stock may be converted equal to one (1) fully paid and nonassessable share of Common Stock, par value $0.001. | ||
Series B Preferred Shares [Member] | |||
Preferred stock, shares issued | 160,000 | 160,000 | |
Preferred stock, shares outstanding | 160,000 | 160,000 | |
Convertible preferred stock description | each share of Series B stock is entitled to two thousand (2,000) votes and is convertible into one share of common stock. 120,000 shares of Series B Preferred Stock are owned by management. The Series B Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series B. Each share of Series B Preferred Stock may be converted, at the option of the holder each share of Series B Preferred Stock may be converted equal to one (1) fully paid and nonassessable share of Common Stock, par value $0.001. |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Expected dividends | 0.00 |
Minimum [Member] | |
Risk-free interest rate | 0.27 |
Expected term (years) | 3.00 |
Expected volatility | 112.97 |
Maximum [Member] | |
Risk-free interest rate | 0.29 |
Expected term (years) | 5.00 |
Expected volatility | 137.27 |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details 1) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding, Beginning | shares | 828,631 |
Expired | shares | (10,000) |
Outstanding, Ending | shares | 818,631 |
Exercisable at Ending | shares | 816,131 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 7.84 |
Expired | $ / shares | 7.49 |
Outstanding, Ending | $ / shares | 7.85 |
Exercisable at Ending | $ / shares | $ 7.88 |
Weighted Average Remaining Contractual Term | |
Outstanding, Beginning | 5.8 |
Outstanding at Ending | 5.4 |
Exercisable at Ending | 5.4 |
Aggregate Intrinsic Value | |
Outstanding expired | $ | $ 0 |
Outstanding, Beginning | $ | 0 |
Outstanding at Ending | $ | 743,187 |
Exercisable at Ending | $ | $ 737,737 |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details 2) | 6 Months Ended |
Jun. 30, 2021shares | |
Exercisable, Number of Options | 816,131 |
Options Exercisable [Member] | |
Weighted average remaining life in years | 5.4 |
Exercisable, Number of Options | 816,131 |
Options Exercisable [Member] | 5.01 And Up [Member] | |
Weighted average remaining life in years | 5.9 |
Exercisable, Number of Options | 437,447 |
Options Exercisable [Member] | 2.51-5.00 [Member] | |
Weighted average remaining life in years | 3.6 |
Exercisable, Number of Options | 43,334 |
Options Exercisable [Member] | 0.01-2.50 [Member] | |
Weighted average remaining life in years | 4.9 |
Exercisable, Number of Options | 335,350 |
Options Outstanding [Member] | |
Weighted average remaining life in years | 5.4 |
Number of options | 818,631 |
Options Outstanding [Member] | 5.01 And Up [Member] | |
Weighted average remaining life in years | 5.9 |
Number of options | 437,447 |
Options Outstanding [Member] | 2.51-5.00 [Member] | |
Weighted average remaining life in years | 3.6 |
Number of options | 43,334 |
Options Outstanding [Member] | 0.01-2.50 [Member] | |
Weighted average remaining life in years | 4.9 |
Number of options | 337,850 |
STOCK OPTIONS AND WARRANTS (D_4
STOCK OPTIONS AND WARRANTS (Details 3) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number exercisable | 816,131 |
Warrants [Member] | |
Number Outstanding | 15,000 |
Weighted average remaining contractual life | 0.4 |
Weighted average exercise price | $ / shares | $ 46.67 |
Number exercisable | 15,000 |
Weighted average remaining contractual life, Exercisable | 0.4 |
20.00 [Member] | Warrants [Member] | |
Number Outstanding | 10,000 |
Exercise Prices | $ / shares | $ 20 |
Weighted average remaining contractual life | 0.4 |
Weighted average exercise price | $ / shares | $ 20 |
Number exercisable | 10,000 |
Weighted average remaining contractual life, Exercisable | 0.4 |
100.00 [Member] | Warrants [Member] | |
Number Outstanding | 5,000 |
Exercise Prices | $ / shares | $ 100 |
Weighted average remaining contractual life | 0.3 |
Weighted average exercise price | $ / shares | $ 100 |
Number exercisable | 5,000 |
Weighted average remaining contractual life, Exercisable | 0.3 |
STOCK OPTIONS AND WARRANTS (D_5
STOCK OPTIONS AND WARRANTS (Details 4) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Expired | shares | (10,000) |
Outstanding, Ending | shares | 818,631 |
Weighted Average Exercise Price [Member] | |
Weighted average exercise price, beginning | $ / shares | $ 89 |
Weighted average exercise price, issued | $ / shares | 0 |
Weighted average exercise price, Exercised | $ / shares | 0 |
Weighted average exercise price, Expired | $ / shares | 100 |
Weighted average exercise price, Ending | $ / shares | $ 46.67 |
Warrants [Member] | |
Outstanding, Beginning | shares | 72,500 |
Expired | shares | (57,500) |
Outstanding, Ending | shares | 15,000 |
STOCK OPTIONS AND WARRANTS (D_6
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock compensation expense | $ 3,686 | $ 9,203 | $ 8,715 | $ 57,970 |
Stock compensation expense unamortized | $ 3,135 | |||
Weighted average remaining life | 3 months | |||
Intrinsic value of the vested stock options price | $ 4.18 | $ 4.18 | ||
2018 Equity Incentive Plan [Member] | ||||
Number of stock option shares, vested | 363,281 | |||
Common stock shares issued | 450,000 | |||
Plan termination term | ten years | |||
Option grantable | 86,719 | 86,719 | ||
2016 Equity Incentive Plan [Member] | ||||
Number of stock option shares, vested | 330,350 | |||
Common stock shares issued | 656,250 | |||
Plan termination term | ten years | |||
Option grantable | 325,900 | 325,900 | ||
2014 Equity Incentive Plan [Member] | ||||
Number of stock option shares, vested | 145,000 | |||
Common stock shares issued | 290,879 | |||
Plan termination term | ten years | |||
Option grantable | 145,879 | 145,879 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Feb. 16, 2021 | Apr. 30, 2019 | Jul. 28, 2016 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Feb. 26, 2020 | Jan. 22, 2019 | Jun. 13, 2018 | |
Related party payables | $ 845,837 | $ 686,068 | ||||||||
Common stock shares issued, descripiton | The Company has an arrangement with Joseph Galligan, a holder of between 5% and 10% of the Company’s shares of common stock, | |||||||||
Proceeds from royalty | $ 6,000,000 | |||||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||||
Common stock shares issued | 6,628,324 | 5,463,444 | ||||||||
March, 1 2019 [Member] | Director Agreement [Member] | ||||||||||
Common stock issuable value | $ 5,000 | |||||||||
Compensation for services | $ 15,000 | |||||||||
Common stock shares issued to related party | 22,010 | 18,782 | ||||||||
Common stock value issued to related party | $ 25,000 | $ 52,500 | $ 50,000 | |||||||
Joseph Galligan [Member] | ||||||||||
Monthly remuneration | $ 6,250 | |||||||||
Consulting fees | $ 0 | $ 4,032 | ||||||||
Base salary | $ 75,000 | |||||||||
Joseph Galligan [Member] | Maximum [Member] | ||||||||||
Ownership percentage | 10% | |||||||||
Two Subscription And Royalty Agreements [Member] | ||||||||||
Unpaid balance | $ 210 | $ 210 | ||||||||
Lucido Subscription Agreement [Member] | ||||||||||
Purchase price | $ 2 | |||||||||
Subscription aggregate amount receivable | $ 1,125,000 | |||||||||
Common stock par value | $ 0.001 | |||||||||
Common stock shares issued | 562,500 | |||||||||
Alpine Creek [Member] | ||||||||||
Proceeds from related party | 1,125,000 | |||||||||
Remaining consideration amount | $ 1,531,926 | |||||||||
Payment description | In the event that the Company has not paid Alpine Creek $1,215,000 within 24 months of the Effective Date, then the Company shall continue to pay Alpine Creek fifty percent (50%) for each Treatment following the Effective Date until the Company has paid Alpine Creek an aggregate of $1,620,000, with the exception of treatments conducted in certain territories. | |||||||||
Due royalty | $ 91 | $ 91 | ||||||||
Amount pay for each treatment sold | $ 100 | |||||||||
Distribution description | the Company shall pay 2.5% of the Company’s gross profit for implant distribution not to exceed $100 per sale. On or about January 1, 2021, Mr. Joseph Galligan, a holder of between 5% and 10% of the Company’s shares of common stock and, as of February 16, 2021, a member of the Board, acquired from Alpine Creek the rights to the subscription and royalty agreement by and between the Company and Alpine Creek. | |||||||||
Mr. Brady Granier [Member] | ||||||||||
Base salary | 215,000 | |||||||||
Ms. Lourdes Felix [Member] | January 1, 2020 [Member] | ||||||||||
Base salary | $ 190,000 | |||||||||
Mr. Tom Welch, VP of Operations [Member] | ||||||||||
Base salary | 150,000 | $ 165,000 | ||||||||
Monthly remuneration | $ 12,500 | |||||||||
Soupface LLC [Member] | ||||||||||
Base salary | 190,000 | |||||||||
Monthly remuneration | 15,833 | |||||||||
FFE [Member] | ||||||||||
Base salary | $ 175,000 | |||||||||
Monthly remuneration | $ 14,583 | |||||||||
Board of Directors [Member] | ||||||||||
Common stock shares issued | 22,010 | |||||||||
Ownership percentage | 24.2% | |||||||||
Ownership percentage held by Company | 75.8% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Accounts receivable, net | $ 0 | $ 0 | $ 500 | ||
Accounts Receivable [Member] | Customer One [Member] | |||||
Concentration risk, percentage | 100% | ||||
Accounts receivable, net | $ 500 | ||||
Sales Revenue [Member] | |||||
Concentration risk, percentage | 84% | 81% | |||
Sales Revenue [Member] | Customer One [Member] | |||||
Concentration risk, percentage | 55% | 26% | 67% | 25% | |
Sales Revenue [Member] | Customer Two [Member] | |||||
Concentration risk, percentage | 58% | 56% |
NON CONTROLLING INTEREST (Detai
NON CONTROLLING INTEREST (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net loss attributable to the non-controlling interest | $ (1,468) | $ (14,668) | ||
BioCorRx Pharmaceuticals, Inc [Member] | ||||
Net loss | $ (2,860) | $ (12,572) | $ (6,067) | $ (60,611) |
Average Non-controlling interest percentage of profit/losses | 24.2 | 24.2 | 24.2 | 24.2 |
Net loss attributable to the non-controlling interest | $ (692) | $ (3,042) | $ (1,468) | $ (14,668) |
NON CONTROLLING INTEREST (Det_2
NON CONTROLLING INTEREST (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |||
Beginning Balance | $ (12,572) | $ (115,454) | $ (81,178) |
Net loss attributable to the non-controlling interest | (1,468) | (14,668) | |
Ending Balance | $ (116,922) | $ (95,846) |
NON CONTROLLING INTEREST (Det_3
NON CONTROLLING INTEREST (Details Narrative) - BioCorRx Pharmaceuticals, Inc [Member] - USD ($) | 1 Months Ended | |
Jul. 28, 2016 | Dec. 31, 2018 | |
Ownership percentage hold by former officers | 24.2% | |
Ownership percentage hold by company | 75.8% | |
Licensing rights, carrying value | $ 250,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | May 14, 2021 | Jun. 04, 2020 | May 08, 2020 | Dec. 10, 2015 | Oct. 30, 2020 | Feb. 20, 2020 | May 30, 2019 | Mar. 28, 2019 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Consideration amount | $ 41,600 | $ 314,600 | $ 894,600 | ||||||||||
Research and development expenses | $ 1,125,098 | ||||||||||||
Common stock shares issued, descripiton | The Company has an arrangement with Joseph Galligan, a holder of between 5% and 10% of the Company’s shares of common stock, | ||||||||||||
Compensation for services, descriptions | the Company has entered into four consulting agreements. In compensation for services: (i) one consultant shall receive a renumeration amount of $10,000-$12,500 per month and has earned 1% of the Company’s majority owned subsidiary, BioCorRx Pharmaceuticals as of May 7, 2021 based on FDA clearance of Company’s IND application; (ii) one consultant shall receive common stock equivalent to $1,375 on the last day of each month; (iii) one consultant shall receive common stock equivalent to $6,667 on the last day of each month; and (iv) one consultant shall receive a remuneration amount of $3,500 per month | ||||||||||||
Remuneration amount | $ 5,500 | ||||||||||||
Common stock issued upon convertible debt | 2,227,575 | ||||||||||||
Lucido [Member] | |||||||||||||
Common stock, Shares issued | 200,000 | ||||||||||||
Alpine Creek [Member] | |||||||||||||
Total consideration amount | $ 1,531,926 | ||||||||||||
Payables to Alpine Creek | $ 1,215,000 | ||||||||||||
Payable commitment description | Alpine Creek fifty percent (50%) of the Company’s gross profit for each Treatment sold in the United States that includes procurement of the Company’s implant product until the Company has paid Alpine Creek $1,215,000. In the event that the Company has not paid Alpine Creek $1,215,000 within 24 months of the Effective Date, then the Company shall continue to pay Alpine Creek fifty percent (50%) for each Treatment following the Effective Date until the Company has paid Alpine Creek an aggregate of $1,620,000, with the exception of treatments conducted in certain territories. | On any other proprietary implant distribution, that excludes the “treatment”, for alcohol and opioid addiction and for which no other payment is due, the Company shall pay 2.5% of the Company’s gross profit for implant distribution not to exceed $100 per sale | |||||||||||
Payable per treatment sold | $ 100 | ||||||||||||
Royalty due | $ 91 | $ 91 | |||||||||||
Profit holding percentage | 50.00% | ||||||||||||
Sinclair [Member] | |||||||||||||
Remaining commitment | 30,840 | ||||||||||||
Charles River Laboratories, Inc. [Member] | |||||||||||||
Consideration amount | $ 3,024,476 | ||||||||||||
Remaining commitment | $ 122,178 | ||||||||||||
BICX Holding Company LLC [Member] | |||||||||||||
Common stock issued upon convertible debt | 2,227,575 | 2,227,575 | |||||||||||
Convertible Promissory Note | $ 4,160,000 | ||||||||||||
Conversion agreement description | Pursuant to the Conversion Agreement, BICX has agreed that the Total Interest Payment (as defined in the Conversion Agreement) that would have been due under the Note, in the amount of $1,138,157, will be reflected on the Company’s financial statements as an amount due and owing to the Investor to be repaid within twelve (12) months of the closing of the Public Offering, or if the Public Offering is terminated or abandoned prior to closing, then on or before such date that is no later than twelve (12) months from the date of such termination or abandonment. | ||||||||||||
Issuance price | $ 2 | ||||||||||||
Gross proceeds | $ 10,000,000 | ||||||||||||
January 1, 2021 [Member] | Mr. Joseph Galligan [Member] | |||||||||||||
Subscription and royalty agreement description | Mr. Joseph Galligan, a holder of between 5% and 10% of the Company’s shares of common stock, a member of the Board (as of February 16, 2021) and Senior Advisor acquired from Alpine Creek the rights to the royalty agreement by and between the Company and Alpine Creek | ||||||||||||
Advisory Board Agreement [Member] | |||||||||||||
Common stock shares descriptions | into two scientific advisory board agreements. In compensation for services, each advisory board member shall receive common stock equivalent to $5,000 on the last day of such quarter when meetings are held | ||||||||||||
Galligan Subscription and Royalty Agreement [Member] | |||||||||||||
Common stock, Shares issued | 200,000 | ||||||||||||
Agreement descriptions | The terms and conditions of the Galligan Subscription and Royalty Agreement (including the amount of shares of Common Stock purchased, the Purchase Price, and the terms of the Royalty) are substantially the same as the Lucido Subscription and Royalty Agreement except that the Company will have complete discretion as to the exact amount of $3,000,000 of the Galligan Subscription and Royalty Agreement to be allocated to the development and expansion of the Business | ||||||||||||
Lucido Subscription and Royalty Agreement [Member] | |||||||||||||
Subscription and royalty agreement description | Pursuant to the Lucido Subscription and Royalty Agreement: (i) Mr. Lucido purchased shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate amount of $3,000,000 at a purchase price of $15.00 per share (the “Purchase Price”), for a total of 200,000 shares of Common Stock; and (ii) the Company shall pay Lucido (a) a total of $37.50 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the first (1st) day that the first unit of the treatment is sold (the “Initial Sales Date”) and ending on the third (3rd) anniversary of the Initial Sales Date; and (b) a total of $25.00 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the day following the third (3rd) anniversary of the Initial Sales Date and ending on the fifteenth (15th) anniversary of the Initial Sales Date (the “Royalty”). | ||||||||||||
Development and expansion expenses amount | $ 3,000,000 | ||||||||||||
Description for the use of proceeds under agreement | The Company will use no less than 65% of the proceeds of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement exclusively to develop, launch and expand the Company’s weight loss program (the “Business”) including sales and marketing activities directly related to the Business, and shall be free to use up to 35% of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement for general working capital and administration, and for further product development. | ||||||||||||
Restricted Stock Agreement [Member] | |||||||||||||
Common stock shares descriptions | the Company entered into a twelve (12) month restricted stock agreement with one employee. Pursuant to which the employee shall be issued, upon the last day of each month, the number of shares of the Company’s common stock equivalent to $2,500 as determined based on the average closing price on the three trading days immediately preceding the last day of such month. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Aug. 13, 2021USD ($)shares |
Common stock issued for services rendered, amount | $ | $ 8,848 |
Common stock issued for services rendered, shares | shares | 2,261 |