Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | BioCorRx Inc. | ||
Entity Central Index Key | 0001443863 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 7,737,418 | ||
Entity Public Float | $ 12,386,815 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
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 City Or Town | Anaheim | ||
Entity Address State Or Province | CA | ||
Entity Address Postal Zip Code | 92806 | ||
City Area Code | 714 | ||
Auditor Name | Friedman LLP | ||
Auditor Location | Marlton, New Jersey | ||
Auditor Firm Id | 688 | ||
Local Phone Number | 462-4880 | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 68,615 | $ 85,838 |
Accounts receivable | 35,378 | 1,500 |
Grant receivable | 130,152 | 56,359 |
Prepaid expenses | 82,765 | 84,629 |
Total current assets | 316,910 | 228,326 |
Property and equipment, net | 76,572 | 102,843 |
Right to use assets | 270,406 | 384,921 |
Other assets: | ||
Patents, net | 10,206 | 11,385 |
Software development costs | 47,980 | 47,980 |
Deposits, long term | 44,520 | 44,520 |
Total other assets | 102,706 | 103,885 |
Total assets | 766,594 | 819,975 |
Current liabilities: | ||
Accounts payable and accrued expenses, including related party payables of $1,077,088 and $1,014,892, respectively | 3,907,954 | 3,188,560 |
Deferred revenue, short term | 33,256 | 34,981 |
Lease liability, short term | 134,343 | 119,733 |
Notes payable, net of debt discount of $23,878 and $0, respectively | 297,602 | 221,480 |
Notes payable, related parties, net of debt discount of $49,473 and $0, respectively | 990,637 | 790,110 |
Paycheck Protection Program loan, short term | 0 | 31,580 |
Total current liabilities | 5,363,792 | 4,386,444 |
Long term liabilities: | ||
Paycheck Protection Program loan, long term | 0 | 99,860 |
Economic Injury Disaster loan, long term | 73,850 | 74,300 |
Royalty obligation - net of discount of $5,376,790 and $5,854,226, related parties | 3,345,310 | 2,867,874 |
Lease liability, long term | 181,328 | 315,672 |
Deferred revenue, long term | 4,045 | 37,301 |
Total liabilities | 8,968,325 | 7,781,451 |
Commitments and contingencies (Note 19) | 0 | 0 |
Deficit: | ||
Common stock, $0.001 par value; 750,000,000 shares authorized, 7,718,636 and 6,698,968 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 7,719 | 6,699 |
Common stock subscribed | 100,000 | 100,000 |
Additional paid in capital | 66,130,296 | 62,994,739 |
Accumulated deficit | (74,336,105) | (69,966,692) |
Total deficit attributable to BioCorRx, Inc. | (8,076,474) | (6,843,638) |
Non-controlling interest | (125,257) | (117,838) |
Total deficit | (8,201,731) | (6,961,476) |
Total liabilities and deficit | 766,594 | 819,975 |
Convertible Series A Preferred Stock [Member] | ||
Deficit: | ||
Preferred stock, value | 16,000 | 16,000 |
Convertible Series B Preferred Stock [Member] | ||
Deficit: | ||
Preferred stock, value | $ 5,616 | $ 5,616 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Long term liabilities: | ||
Royalty obligation - related parties | $ 5,376,790 | $ 5,854,226 |
Current liabilities: | ||
Accounts payable and accrued expenses to related party | 1,077,088 | 1,014,892 |
Debt discount on notes payable | 23,878 | 0 |
Debt discount on notes payable related parties | $ 49,473 | $ 0 |
Deficit: | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Shares Issued | 7,718,636 | 6,698,968 |
Common Stock, Shares Outstanding | 7,718,636 | 6,698,968 |
Preferred Stock, Shares Authorized | 600,000 | 600,000 |
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 |
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues, net | $ 213,841 | $ 48,272 |
Operating expenses: | ||
Cost of implants and other costs | 15,279 | 5,881 |
Research and development | 1,459,458 | 1,605,907 |
Selling, general and administrative | 3,409,649 | 3,740,783 |
Impairment of intellectual property | 0 | 141,480 |
Depreciation and amortization | 27,450 | 64,328 |
Total operating expenses | 4,911,836 | 5,558,379 |
Loss from operations | (4,697,995) | (5,510,107) |
Other income (expenses): | ||
Interest expense - related parties | (935,806) | (546,260) |
Interest expense, net | (150,969) | (19,424) |
Loss on settlement of debt | (198,939) | 0 |
Loss on contingency | (322,000) | 0 |
Grant income | 1,789,496 | 835,924 |
Other miscellaneous income | 139,381 | 29,229 |
Total other income (expenses), net | 321,163 | 299,469 |
Net loss before provision for income taxes | (4,376,832) | (5,210,638) |
Income taxes | 0 | 0 |
Net loss | (4,376,832) | (5,210,638) |
Non-controlling interest | 7,419 | 2,384 |
Dividend attributable to down round feature of warrants | 0 | (70,127) |
Net loss attributable to BioCorRx Inc. | $ (4,369,413) | $ (5,278,381) |
Net loss per common share, basic and diluted | $ (0.61) | $ (0.81) |
Weighted average number of common shares outstanding, basic and diluted | 7,198,312 | 6,491,067 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT - 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, 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 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 |
Common stock issued in connection with exercise of warrants, shares | 47,086 | |||||||
Common stock issued in connection with exercise of warrants, amount | 0 | 0 | 0 | $ 47 | 0 | (47) | 0 | 0 |
Common stock issued for services rendered, shares | 63,438 | |||||||
Common stock issued for services rendered, amount | 200,800 | 0 | 0 | $ 64 | 0 | 200,736 | 0 | 0 |
Share-based compensation | 8,715 | 0 | 0 | 0 | 0 | 8,715 | 0 | 0 |
Recognition of down round feature | 0 | 0 | 0 | 0 | 0 | 70,127 | (70,127) | 0 |
Net loss | (5,210,638) | $ 0 | $ 0 | $ 0 | 0 | 0 | (5,208,254) | (2,384) |
Balance, shares at Dec. 31, 2021 | 80,000 | 160,000 | 6,698,968 | |||||
Balance, amount at Dec. 31, 2021 | (6,961,476) | $ 16,000 | $ 5,616 | $ 6,699 | 100,000 | 62,994,739 | (69,966,692) | (117,838) |
Common stock issued in connection with subscription agreement, shares | 340,505 | |||||||
Common stock issued in connection with subscription agreement, amount | 1,250,000 | 0 | 0 | $ 341 | 0 | 1,249,659 | 0 | 0 |
Common stock issued for services rendered, shares | 111,443 | |||||||
Common stock issued for services rendered, amount | 243,430 | 0 | 0 | $ 111 | 0 | 243,319 | 0 | 0 |
Share-based compensation | 111,079 | 0 | 0 | 0 | 0 | 111,079 | 0 | 0 |
Net loss | (4,376,832) | 0 | 0 | 0 | 0 | 0 | (4,369,413) | (7,419) |
Warrants issued in connection with loan default | 86,821 | 0 | 0 | 0 | 0 | 86,821 | 0 | 0 |
Warrants issued in connection with loan default - related party | 214,975 | 0 | 0 | $ 0 | 0 | 214,975 | 0 | 0 |
Common stock issued in connection with conversion of promissory notes and accounts payable, shares | 485,220 | |||||||
Common stock issued in connection with conversion of promissory notes and accounts payable, amount | 1,062,632 | 0 | 0 | $ 485 | 0 | 1,062,147 | 0 | 0 |
Common stock issued in connection with issuance of promissory notes, shares | 82,500 | |||||||
Common stock issued in connection with issuance of promissory notes, amount | 167,640 | $ 0 | $ 0 | $ 83 | 0 | 167,557 | 0 | 0 |
Balance, shares at Dec. 31, 2022 | 80,000 | 160,000 | 7,718,636 | |||||
Balance, amount at Dec. 31, 2022 | $ (8,201,731) | $ 16,000 | $ 5,616 | $ 7,719 | $ 100,000 | $ 66,130,296 | $ (74,336,105) | $ (125,257) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,376,832) | $ (5,210,638) |
Adjustments to reconcile net loss to cash flows used in operating activities: | ||
Depreciation and amortization | 27,450 | 64,328 |
Amortization of discount on royalty obligation | 477,436 | 477,436 |
Amortization of debt discount | 17,399 | 0 |
Impairment of intellectual property | 0 | 141,480 |
Amortization of right-of-use asset | 114,515 | 104,615 |
Stock based compensation | 354,509 | 209,515 |
Loss on contingency | 322,000 | 0 |
Loss on settlement of debt | 198,939 | 0 |
Gain on settlement of debt | (133,424) | (28,229) |
Noncash interest for debt discount | 378,686 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (33,878) | (1,000) |
Grant receivable | (73,793) | 168,520 |
Prepaid expenses | 1,864 | 72,864 |
Accounts payable and accrued expenses | 838,071 | 698,631 |
Lease liability | (119,734) | (106,290) |
Deferred revenue-grant | 0 | (65,560) |
Deferred revenue | (34,981) | (63,330) |
Net cash used in operating activities | (2,041,773) | (3,537,658) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | 0 | (2,017) |
Purchase of intellectual property | 0 | (47,980) |
Net cash used in investing activities | 0 | (49,997) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock subscription and royalty agreement | 1,250,000 | 2,250,000 |
Payment to Economic Injury Disaster loan | (450) | 0 |
Proceeds from Paycheck Protection Program loan | 0 | 131,440 |
Proceeds from notes payable | 100,000 | 200,000 |
Proceeds from notes payable - related party | 675,000 | 500,000 |
Net cash provided by financing activities | 2,024,550 | 3,081,440 |
Net decrease in cash | (17,223) | (506,215) |
Cash, beginning of the year | 85,838 | 592,053 |
Cash, end of the year | 68,615 | 85,838 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 0 | 0 |
Taxes paid | 0 | 0 |
Common stock issued in connection with issuance of promissory notes | 167,641 | 0 |
Common stock issued in connection with conversion of promissory notes and accounts payable | 1,062,632 | 0 |
Recognition of down round feature | 0 | 70,127 |
Common stock issued in connection with exercise of warrants | $ 0 | $ 47 |
BUSINESS
BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS | |
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 since inception through December 31, 2022. 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 18). |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The 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., and (iii) and the Medical Corporation (“VIE”) (Collectively, “the Company”) 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 11) 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. 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 project support income is generated from administrative support to Biotechnology research customers, which is recognized upon the transfer of promised services 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 year ended December 31, 2022 and 2021: 2022 2021 Sales/access fees $ 14,360 $ 1,500 Project support income 150,578 - Distribution rights income 37,293 35,481 Membership/program fees 11,610 11,291 Net sales $ 213,841 $ 48,272 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 consolidated balance sheet: Balance as of December 31, 2021: Short term $ 34,981 Long term 37,301 Total as of December 31, 2021 72,282 Net sales recognized (34,981 ) Balance as of December 31, 2022 37,301 Less short term 33,256 Long term $ 4,045 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 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. 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 December 31, 2022 and 2021, 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 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 14 and 15 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 were recognized for years ended December 31, 2022 and 2021. 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. $0 and $141,480 impairment were recognized for year ended December 31, 2022 and 2021, respectively. Software Development Costs The Company has adopted the provision of ASC 985-20-25, Costs of Software to Be Sold, Leased or Marketed, whereby costs incurred to establish the technological feasibility of a computer software product to be sold, leased or marketed are research and development costs. Research costs are expensed as incurred; costs of producing product masters incurred subsequent to establishing technological feasibility are capitalized; and costs incurred when the product is available for general release to the customers are expensed as incurred. Upgrades and enhancements are capitalized if they result in added functionality which enables the software to perform tasks it was previously incapable of performing. On July 1, 2021, the Company began development of a proprietary cloud based app that will be marketed and commercialized, for $47,980. The app was not placed in use as of December 31, 2022. 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 consolidated balance sheets. 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 over the respective lease term 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 December 31, 2022 and 2021, respectively, because their inclusion would have been anti-dilutive. 2022 2021 Shares underlying options outstanding 874,058 815,351 Shares underlying warrants outstanding 333,855 - Convertible preferred stock outstanding 240,000 240,000 1,447,913 1,055,351 Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged to operations $325,965 and $426,917 as advertising costs for the years ended December 31, 2022 and 2021, 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. On August 27, 2021, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from National Institute on Drug Abuse. The grant provides for $3,453,367 in funding during the third year subject to the terms and conditions specified in the grant, including satisfactory progress of project and the availability of funds. On March 31, 2022, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from National Institute on Drug Abuse. The grant provides for $99,431 in additional funding during the third 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. Grant receivables were $122,652 and $56,359 as of December 31, 2022 and 2021, respectively. Deferred revenues related to the grant were $0 as of December 31, 2022 and 2021. $1,789,496 and $835,924 were recorded as grant income for the years ended December 31, 2022 and 2021, respectively. The F&A indirect costs were $253,208 and $272,681 as of December 31, 2022 and 2021, respectively. The grant provides for $516,218 in funding for F&A indirect costs. The remaining facilities and administrative indirect cost over allocation is $9,671 as of December 31, 2022. The Company will credit the F&A indirect cost rate. 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 $1,459,458 and $1,605,907 for the years ended December 31, 2022 and 2021, 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 December 31, 2022 and 2021, the Company has not recorded any unrecognized tax benefits. Variable Interest Entity The Company evaluates all interests in the VIE for consolidation. When the Company’s interests are determined to be variable interests, an assessment is made on whether the Company is 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, defines the primary beneficiary as the party that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the VIE which could be potentially significant. Variable interests are considered in making this determination. Where both of these factors are present, the Company is deemed to be the primary beneficiary and the Company consolidates the VIE. Non-Controlling Interest A non-controlling interest should be allocated its share of net income or loss, and its respective share of each component of other comprehensive income, in accordance with ASC 810-10-45-20. Due to a management fee equal to 65% of the Medical Corporation’s gross collected monthly revenue, 65% of the Medical Corporation’s earnings was allocated to the Company, and 35% to the non-controlling interest. Due to the Company’s retaining 75.8% ownership of BioCorRx Pharmaceuticals, Inc., 75.8% of BioCorRx Pharmaceuticals, Inc.’s earnings was allocated to the Company, and 24.2% to the non-controlling interest. 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 straight line 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 In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2022. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach on expected losses to estimate credit losses on certain financial instruments, including trade receivables and available-for-sale debt securities. The new guidance was originally due to become effective for the Company beginning in the first quarter of 2020, however the FASB in November 2019 issued ASU 2019-10 which moved the effective date for smaller reporting companies to the first quarter of 2023. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements. There are other 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 MANAGEMENTS L
GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2022 | |
GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS | |
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | NOTE 3 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2022, the Company had cash of $68,615 and working capital deficit of $5,046,882. During the year ended December 31, 2022, the Company used net cash in operating activities of $2,041,773. 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. During the year ended December 31, 2022, the Company entered into three subscription agreements pursuant to which the Company issued an aggregate of 340,505 shares of common stock for gross proceeds of $1,250,000. During the year ended December 31, 2022, the Company issued two notes payables to Louis C Lucido, a member of the Company’s Board of Directors, for an aggregate principal of $600,000 with a stated interest rate of 5% per annum. Under the terms of the note the Company shall pay quarterly interest payments of $3,750. If the Company fails to make any payment due under the terms of the promissory note, the stated interest rate of the note shall be increased to 20%. As additional consideration for the loan the Company issued 66,000 shares of common stock and valued at $136,290. On September 21, 2022, the Company entered into an Exchange Agreement (the “Louis Exchange Agreement”) with Mr. Lucido, pursuant to which Mr. Lucido agreed to exchange of one promissory note then outstanding of $300,000, the accrued interest on the promissory note of $2,055, and the unpaid service fees of $215,000 into the Company’s 290,480 shares of common stock. During the year ended December 31, 2022, the Company received an aggregate of $75,000 advances from Mr. Lucido. The balance outstanding as of December 31, 2022 was $75,000. The Company has applied for forgiveness of all of the loan granted under the PPP and forgiveness of the PPP has been granted effective August 22, 2022. On September 21, 2022, the Company entered into an Exchange Agreement (the “Joseph Exchange Agreement”) with Joseph J Galligan, a member of the Company’s Board, pursuant to which Mr. Joseph Galligan agreed to exchange of the promissory note then outstanding of $125,000, the accrued interest on the promissory note of $46,548, and the unpaid service fees of $175,090 into the Company’s 194,740 shares of common stock. On October 6, 2022, the Company issued an unsecured promissory note payable to a third party for $100,000 with principal and interest due October 6, 2023, with a stated interest rate of 12.5% per annum. Under the terms of the note the Company shall pay quarterly interest payments of $3,125. If the Company fails to make any payment due under the terms of the promissory note, the stated interest rate of the note shall be increased to 25%. As additional consideration for the loan the Company issued 16,500 shares of common stock and valued at $31,350. 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 | 12 Months Ended |
Dec. 31, 2022 | |
PREPAID EXPENSES | |
PREPAID EXPENSES | NOTE 4 – PREPAID EXPENSES The Company’s prepaid expenses consisted of the following at December 31, 2022 and 2021: 2022 2021 Prepaid insurance $ 4,284 $ 3,680 Prepaid subscription services 49,901 79,455 Prepaid research and development 7,480 - Other prepaid expenses 21,100 1,494 $ 82,765 $ 84,629 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT The Company’s property and equipment consisted of the following at December 31, 2022 and 2021: 2022 2021 Office equipment $ 45,519 $ 45,519 Computer equipment 5,544 5,544 Manufacturing equipment 101,200 101,200 Leasehold improvement 42,288 42,288 194,551 194,551 Less accumulated depreciation (117,979 ) (91,708 ) $ 76,572 $ 102,843 Depreciation expense charged to operations amounted to $26,271 and $27,778, respectively, for the years ended December 31, 2022 and 2021. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
LEASES | NOTE 6 – LEASES Operating leases Prior to 2020, the Company entered into several lease amendments with landlord whereby the Company agreed to lease office space in Anaheim, California. The current term expires on January 31, 2025. The current lease has escalating payments from $9,905 per month to $11,018 per month. The Company recorded an aggregate value of right to use assets and lease liability of $500,333. 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. Lease liability is summarized below: December 31, 2022 December 31, 2021 Total lease liability $ 315,671 $ 435,405 Less: short term portion 134,343 119,733 Long term portion $ 181,328 $ 315,672 Maturity analysis under these lease agreements are as follows: 2023 $ 154,771 2024 159,420 2025 31,690 Less: Present value discount (30,210 ) Lease liability $ 315,671 Lease expense for the years ended December 31, 2022 and 2021 was comprised of the following: 2022 2021 Operating lease expense $ 144,978 $ 144,057 $ 144,978 $ 144,057 During the years ended December 31, 2022 and 2021, the Company paid $150,196 and $143,447 lease expense in cash, respectively. Weighted-average remaining lease term and discount rate for operating leases are as follows: 2022 2021 Weighted-average remaining lease term 2.1 3.1 |
INTELLECTUAL PROPERTY LICENSING
INTELLECTUAL PROPERTY LICENSING RIGHTS | 12 Months Ended |
Dec. 31, 2022 | |
INTELLECTUAL PROPERTY LICENSING RIGHTS | |
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 years ended December 31, 2022 and 2021, the Company recorded amortization expense of the intellectual property of $0 and $35,370, respectively. The Company tested the intellectual property during 2021 and determined that, based on its qualitative assessment, that it is more likely than not that the fair value of the intellectual property is less than the carrying value, and thus recorded $141,480 impairment loss, which brings the carrying value of the intellectual property to $0. 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 years ended December 31, 2022 and 2021, the Company recorded amortization expense of $1,179 and $1,180, respectively. As of December 31, 2022, the accumulated amortization of these patents was $4,994. The future amortization of the patents are as follows: Year Amount 2023 1,169 2024 1,169 2025 1,169 2026 1,169 2027 and after 5,530 $ 10,206 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of December 31, 2022 and 2021: 2022 2021 Accounts payable $ 2,013,250 $ 1,776,905 Interest payable on notes payable 1,206,753 1,153,773 Interest payable on notes payable, related parties 332,567 224,592 Deferred insurance - 2,561 Accrual of loss on contingency 322,000 - Interest payable on EIDL loan 5,860 4,076 Interest payable on PPP loan - 983 Accrued expenses 27,524 25,670 $ 3,907,954 $ 3,188,560 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 9 – NOTES PAYABLE As of December 31, 2022 and 2021, the Company had an advance from a third party. The advance bears no interest and is due on demand. The balance outstanding as of December 31, 2022 and 2021 is $21,480. On September 9, 2021, the Company issued an unsecured promissory note payable to one third party for $200,000 with principal and interest due June 8, 2022, with a stated interest rate of 25% per annum. The balance outstanding as of December 31, 2022 and 2021 is $200,000. The interest expense during the years ended December 31, 2022 and 2021 were $50,000 and $15,616, respectively. If the Company fails to make any payment due under the terms of the promissory note, the Company shall issue a warrant to the third party to which the number of common shares that the third party has the right to purchase equals 48,309 common shares. The warrant shall have a term of 3 years with an exercise price of $4.14 and shall be equitably adjusted to offset the effect of any stock splits and similar events. During the year ended December 31, 2022, the Company issued the warrant that entitles the third party to purchase 48,309 common shares due to the loan default. The fair value of the warrant on June 8, 2022 was $86,821, which the Company recognized as interest expense. On October 6, 2022, the Company issued an unsecured promissory note payable to a third party for $100,000 with principal and interest due October 6, 2023, with a stated interest rate of 12.5% per annum. Under the terms of the note the Company shall pay quarterly interest payments of $3,125. The balance outstanding as of December 31, 2022 was $100,000. The interest expense during the year ended December 31, 2022 was $2,979. If the Company fails to make any payment due under the terms of the promissory note, the stated interest rate of the note shall be increased to 25%. As additional consideration for the loan the Company issued 16,500 shares of common stock and valued at $31,350, which was recognized as debt discount. During the year ended December 31, 2022, the Company amortized $7,472 of debt discount as interest expense. The outstanding notes payables as of December 31, 2022 and 2021 were summarized as below: 2022 2021 Advances from a third party $ 21,480 $ 21,480 Promissory note payable dated September 9, 2021 200,000 200,000 Promissory note payable dated October 6, 2022, net of debt discount of $23,878 and $0, respectively 76,122 - $ 297,602 $ 221,480 |
NOTES PAYABLERELATED PARTIES
NOTES PAYABLERELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
NOTES PAYABLERELATED PARTIES | |
NOTES PAYABLE-RELATED PARTIES | NOTE 10 - NOTES PAYABLE-RELATED PARTIES As of December 31, 2022 and 2021, the Company had advances from Kent Emry (Chairman of the Company). The balance outstanding as of December 31, 2022 and 2021 was $1,500. The Company issued to Joe Galligan (a holder of between 10% and 15% 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. During 2019 and 2020 the note was extended three times, ultimately rendering the note due on demand. On September 21, 2022, the Company entered into the Joseph Exchange Agreement, pursuant to which Mr. Joseph Galligan agreed to exchange of the promissory note then outstanding of $125,000, the accrued interest on the promissory note of $46,548, and the unpaid service fees of $175,090 into the Company’s 194,740 shares of common stock. The balance outstanding as of December 31, 2022 and 2021 was $0 and $125,000, respectively. On January 22, 2013, the Company issued an unsecured promissory note payable to Kent Emry (Chairman of the Board) 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 balance outstanding as of December 31, 2022 and 2021 was $163,610. On September 9, 2021, the Company issued an unsecured promissory note payable to Kent Emry for $500,000 with principal and interest due June 8, 2022, with a stated interest rate of 25% per annum. The balance outstanding as of December 31, 2022 and 2021 is $500,000. The interest expense during the years ended December 31, 2022 and 2021 were $125,000 and $39,041, respectively. If the Company fails to make any payment due under the terms of the promissory note, the Company shall issue a warrant to Kent Emry to which the number of common shares that Kent Emry has the right to purchase equals 119,617 common shares. The warrant shall have a term of three years with an exercise price of $4.14 and shall be equitably adjusted to offset the effect of any stock splits and similar events. During the year ended December 31, 2022, the Company issued the warrant that entitles Kent Emry to purchase 119,617 common shares due to the loan default. The fair value of the warrant on June 8, 2022 was $214,975, which the Company recognized as interest expense - related party. On August 2, 2022, the Company issued an unsecured promissory note payable to Louis C Lucido, a member of the Company’s Board of Directors, for $300,000 with principal and interest due August 2, 2023, with a stated interest rate of 5% per annum. Under the terms of the note the Company shall pay quarterly interest payments of $3,750. If the Company fails to make any payment due under the terms of the promissory note, the stated interest rate of the note shall be increased to 20%. As additional consideration for the loan the Company issued 33,000 shares of common stock and valued at $76,890. On September 21, 2022, the Company entered into the Louis Exchange Agreement, pursuant to which Mr. Lucido agreed to exchange of the promissory note then outstanding of $300,000, the accrued interest on the promissory note of $2,055, and the unpaid service fees of $215,000 into the Company’s 290,480 shares of common stock. On September 20, 2022, the Company received $20,000 advances from Louis C Lucido, a member of the Company’s Board of Directors. The balance outstanding as of December 31, 2022 was $20,000. On November 1, 2022, the Company issued an unsecured promissory note payable to Louis C Lucido for $300,000 with principal and interest due November 1, 2023, with a stated interest rate of 5% per annum. Under the terms of the note the Company shall pay quarterly interest payments of $3,750. The balance outstanding as of December 31, 2022 was $300,000. The interest expense during the year ended December 31, 2022 was $2,507. If the Company fails to make any payment due under the terms of the promissory note, the stated interest rate of the note shall be increased to 20%. As additional consideration for the loan the Company issued 33,000 shares of common stock and valued at $59,400, which was recognized as debt discount. During the year ended December 31, 2022, the Company amortized $9,927 of debt discount as interest expense. On December 8, 2022, the Company received $55,000 advances from Louis C Lucido, a member of the Company’s Board of Directors. The balance outstanding as of December 31, 2022 was $55,000. The interest expense – related parties during the years ended December 31, 2022 and 2021 were $935,806 and $546,260, respectively, which includes the amortization of royalty obligations as interest expense of $477,436 and $477,436, respectively (see Note 13). As of December 31, 2022 and 2021, the accumulated interest on related parties notes payable was $332,567 and $224,592, respectively, and was included in accounts payable and accrued expenses on the balance sheet. The outstanding notes payables to related parties as of December 31, 2022 and 2021 were summarized as below: 2022 2021 Advances from Kent Emry $ 1,500 $ 1,500 Advances from Louis C Lucido 75,000 - Promissory note payable to Joe Galligan - 125000 Promissory notes payables to Kent Emry 663,610 663,610 Promissory note payable to Louis C Lucido, net of debt discount of $49,473 and $0, respectively 250,527 - $ 990,637 $ 790,110 |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN | 12 Months Ended |
Dec. 31, 2022 | |
PAYCHECK PROTECTION PROGRAM LOAN | |
PAYCHECK PROTECTION PROGRAM LOAN | NOTE 11 - 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 the U.S. Small Business Administration (“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 sixteen 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. The Company has applied for forgiveness of all of the loan granted under the PPP and forgiveness of the PPP has been granted effective August 22, 2022. The Company recognized a gain from the forgiveness of the PPP loan that is included in other miscellaneous income on the statement of operations. The interest expense during the years ended December 31, 2022 and 2021 were $1,000 and $1,034, respectively. As of December 31, 2022 and 2021, the accumulated interest on PPP Loan was $0 and $983, respectively |
ECONOMIC INJURY DISASTER LOAN
ECONOMIC INJURY DISASTER LOAN | 12 Months Ended |
Dec. 31, 2022 | |
ECONOMIC INJURY DISASTER LOAN | |
ECONOMIC INJURY DISASTER LOAN | NOTE 12 - 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 Economic Injury Disaster Loan (“EIDL”) 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 Thirty (30) months from the date of the promissory Note, (iii) the balance of principal and interest will be payable over 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 years ended December 31, 2022 and 2021 was $2,786 and $2,786, respectively. As of December 31, 2022 and 2021, the accumulated interest on EIDL Loan was $5,860 and $4,076, respectively. During the year ended December 31, 2022, the Company made principal payment of $450 and interest payment of $1,003. The future principal payments are as follows: Year Amount 2023 - 2024 - 2025 - 2026 16 2027 1,598 2028 and after 72,236 $ 73,850 |
ROYALTY OBLIGATIONS NET
ROYALTY OBLIGATIONS NET | 12 Months Ended |
Dec. 31, 2022 | |
ROYALTY OBLIGATIONS NET | |
ROYALTY OBLIGATIONS, NET | NOTE 13 - 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. Lucido, a member of the Company’s Board of Directors and the other one was with the J and R Galligan Revocable Trust, managed by Mr. Galligan, a holder of between 10% and 15% of the Company’s shares of common stock and a member of the Company’s Board of Directors. 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”). 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 straight line 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 years ended December 31, 2022 and 2021, the Company amortized $477,436 and $477,436, respectively, as interest expense. |
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS EQUITY (DEFICIT) | |
STOCKHOLDERS' EQITY /(DEFICIT) | NOTE 14 - STOCKHOLDERS’ EQUITY /(DEFICIT) Convertible Preferred stock The Company is authorized to issue 600,000 shares of preferred stock with no par value. As of December 31, 2022 and 2021, 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 December 31, 2022 and 2021 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 December 31, 2022 and 2021 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 Year ended December 31, 2021 During the year ended December 31, 2021, the Company issued an aggregate of 63,438 shares of its common stock for services rendered valued at $200,800 based on the underlying market value of the common stock at the date of issuance, among which 31,392 shares valued at $102,500 were issued to the board of directors for board compensation. During the year ended December 31, 2021, the Company issued an aggregate of 1,125,000 shares of its common stock pursuant to the subscription agreements described in Note 16. The common shares were recorded at a price of $2.00 per shares for gross proceeds to the Company of $2,250,000. During the year ended December 31, 2021, the Company issued an aggregate of 47,086 shares of its common stock in connection with cashless exercise of warrants. Year ended December 31, 2022 During the year ended December 31, 2022, the Company issued an aggregate of 111,443 shares of its common stock for services rendered valued at $243,430 based on the underlying market value of the common stock at the date of issuance, among which 56,345 shares valued at $100,000 were issued to the board of directors for board compensation. During the year ended December 31, 2022, the Company issued an aggregate of 229,886 shares of its common stock pursuant to the Lucido 2022 Subscription Agreement and the Galligan 2022 Subscription Agreement. The common shares were recorded at a price of $4.35 per shares for gross proceeds to the Company of $1,000,000. During the year ended December 31, 2022, the Company issued an aggregate of 110,619 shares of its common stock pursuant to the DeCsepel 2022 Subscription Agreement. The common shares were recorded at a price of 2.26 per shares for gross proceeds to the Company of $250,000. During the year ended December 31, 2022, the Company issued an aggregate of 485,220 shares of its common stock in connection with conversion of promissory notes and accounts payable (see Note 10). The 485,220 shares of common stock were valued at an aggregate value of $1,062,632, resulting in $198,939 of loss on settlement of debt recognized for the difference between the fair value of common stock issued and the carrying value of the debt. During the year ended December 31, 2022, the Company issued 82,500 shares as additional consideration for the issuance of a promissory note (see Note 10). The 82,500 shares of common stock were valued at an aggregate value of $167,641. As of December 31, 2022 and 2021, the Company had 7,718,636 shares and 6,698,968 shares of common stock issued and outstanding, respectively. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
ECONOMIC INJURY DISASTER LOAN | |
STOCK OPTIONS AND WARRANTS | NOTE 15 - 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 December 31, 2022, 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 December 31, 2022, 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 380,008 stock options. As of December 31, 2022, an aggregate total of 69,992 options can still be granted under the plan. On April 22, 2022, the Board of Directors approved and adopted the BioCorRx Inc. 2022 Equity Incentive Plan (2022 Stock Option Plan) under which an aggregate of 695,000 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 42,330 stock options. As of December 31, 2022, an aggregate total of 652,670 options can still be granted under the plan. During the year ended December 31, 2022, the Company approved the grant of 14,000 stock options to three consultants valued at $31,374. The term of the options was three years, and the vesting period of is among one to two years. During the year ended December 31, 2022, the Company approved the grant of 45,057 stock options to one director valued at $92,973. The term of the options was five years, and the options vested immediately. 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 2022: Risk-free interest rate 0.91%-4.06 % Expected term (years) 3.00 – 5.00 Expected volatility 129.95%-148.85 % Expected dividends 0.00 The following table summarizes the stock option activity for the years ended December 31, 2022 and 2021: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2021 828,631 $ 7.84 5.8 $ - Expired (13,280 ) 7.15 - - Outstanding at December 31, 2021 815,351 $ 7.85 4.9 $ 795,115 Expired (350 ) 1.60 - - Grants 59,057 3.07 4.1 - Outstanding at December 31, 2022 874,058 7.53 3.9 559 Exercisable at December 31, 2022 866,766 $ 7.55 3.9 $ 559 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 $0.975 as of December 31, 2022, 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 December 31, 2022: 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 $ 0.01-2.50 367,083 3.6 367,083 3.6 2.51-5.00 62,808 2.6 62,808 2.6 5.01 and up 444,167 4.4 436,875 4.4 874,058 3.9 866,766 3.9 The stock-based compensation expense related to option grants were $111,079 and $8,715 during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, stock-based compensation related to options of $13,269 remains unamortized and is expected to be amortized over the weighted average remaining period of 17 months. Warrants On May 5, 2022, the Company entered into a Subscription Agreement (the “DeCsepel 2022 Subscription Agreement”) with David DeCsepel, a consultant of the Company. Pursuant to the DeCespel 2022 Subscription Agreement, Mr. DeCsepel purchased shares of the Company’s common stock, par value 0.001 per share, in the aggregate amount of $250,000 at a purchase price of $2.26 per share, for a total of 110,619 shares of common stock. The aggregate purchase price owed pursuant to the DeCsepel 2022 Subscription Agreement was paid in cash to the Company on May 6, 2022. Simultaneously, the Company issued a warrant that entitles David DeCsepel to purchase 165,929 common stock at an exercise price of $6.00, expiring 3 years from the date of issuance in connection with the sale of common stock. During the year ended December 31, 2022, the Company issued a warrant that entitles a third party to purchase 48,309 common shares due to the loan default (see Note 9). The fair value of the warrant on June 8, 2022 was $86,821, which the Company recognized as interest expense. During the year ended December 31, 2022, the Company issued a warrant that entitles Kent Emry (Chairman of the Company) to purchase 119,617 common shares due to the loan default (see Note 10). The fair value of the warrant on June 8, 2022 was $214,975, which the Company recognized as interest expense - related party. The fair value of warrants issued due to loan default 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 warrants based on the contractual life of warrants. 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 warrants. In applying the Black-Scholes option pricing model, the Company used the following assumptions in 2022: Risk-free interest rate 2.94 % Expected term (years) 3.00 Expected volatility 139.37 % Expected dividends 0.00 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 Weighted Weighted Average Weighted Average Remaining Average Remaining Exercise Number Contractual Exercise Number Contractual Price Outstanding Life (Years) Price Exercisable Life (Years) $ 5.06 333,855 2.4 $ 5.06 333,855 2.4 333,855 2.4 $ 5.06 333,855 2.4 The following table summarizes the warrant activity for the years ended December 31, 2022 and 2021: Number of Shares Weighted Average Exercise Price Per Share Outstanding at January 1, 2021 72,500 $ 89.00 Issued - - Exercised (1) 10,000 20.00 Expired (62,500 ) 100.00 Outstanding at December 31, 2021 - $ - Issued 333,855 5.06 Outstanding at December 31, 2022 333,855 $ 5.06 (1) Due to the “down-round protection”, the warrant exercise price and number of warrants when exercised were adjusted to $2.00 and 100,000, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 16 - RELATED PARTY TRANSACTIONS 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 were no operations prior to that. On September 22, 2021, BioCorRx Inc. and BioCorRx Pharmaceuticals, Inc. entered into a Inter-Company License Agreement whereby the Company granted to BioCorRx Pharmaceuticals an exclusive, perpetual and sub-licensable license to use all patented or unpatented inventions, discoveries and other intellectual property owned by the Company related to BICX101, BICX102, BICX104 and any other naltrexone pellets (implants) being developed or that will be developed for FDA approval and commercialization in support of products in the fields of substance use disorder, weight loss and other indications identified including but not limited to pain management, obsessive compulsive disorders, and other addictive behaviors. The licensing fee is payable by BioCorRx Pharmaceuticals starting in the calendar year of the first commercial sale of licensed products and is the percentage of gross sales (less certain amounts) equal to the Company’s ownership interest in BioCorRx Pharmaceuticals. In addition, the Company will invoice BioCorRx Pharmaceuticals for certain management, administrative and corporate services, and facilities and equipment that the Company will provide to BioCorRx Pharmaceuticals. Expenses will be allocated based on actual utilization or appropriate and reasonable methods for the relevant expense. 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”). On or about January 1, 2021, Mr. Galligan, acquired from Alpine Creek the rights to the subscription and royalty agreement by and between the Company and Alpine Creek. 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. Lucido, a holder of between 10% and 15% of the Company’s shares of common stock and a member of the Company’s Board of Directors and the other one was with the J and R Galligan Revocable Trust, managed by Mr. Galligan, a member of the Company’s Board of Directors. The Company received an aggregate gross proceeds of $6,000,000 in April 2019 and $210 royalty was due as of December 31, 2022 and 2021, 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. 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. Galligan, a holder of between 10% and 15% of the Company’s shares of common stock and a member of the Company’s Board of Directors. 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. On January 3, 2022, the Company entered into a Subscription Agreement (the “Lucido 2022 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. Lucido, a member of the Company’s Board of Directors. Pursuant to the Lucido 2022 Subscription Agreement, Mr. Lucido purchased shares of the Company’s common stock, par value $0.001 per share, in the aggregate amount of $500,000 at a purchase price of $4.35 per share, for a total of 114,943 shares of Common Stock. The aggregate Purchase Price owed pursuant to the Lucido 2022 Subscription Agreement was paid in cash to the Company on January 12, 2022. On January 3, 2022, the Company entered into a Subscription Agreement (the “Galligan 2022 Subscription Agreement”) with The J and R Galligan Revocable Trust, managed by Mr. Galligan, a holder of between 10% and 15% of the Company’s shares of common stock and a member of the Company’s Board of Directors. The terms and conditions of the Galligan 2022 Subscription Agreement (including the number of shares of common stock purchased and the purchase price) are substantially the same as the Lucido 2022 Subscription Agreement. The aggregate Purchase Price owed pursuant to the Galligan 2022 Subscription Agreement was paid in cash to the Company on January 19, 2022. As of December 31, 2022 and 2021, the Company’s related party payable was $1,077,088 and $1,014,892 , which comprised of compensation payable and interest payable to directors. During the years ended December 31, 2022 and 2021, the Company issued 56,345 and 31,392, respectively, shares of common stock valued at $100,000 and $102,500, respectively, to directors. During the year ended December 31, 2022, the Company approved the grant 45,057 stock options to one director, for a director’s compensation, valued at $92,973. The term of the options was five years, and the options vested immediately. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2022 | |
CONCENTRATIONS | |
CONCENTRATIONS | NOTE 17 - CONCENTRATIONS Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash 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 year ended December 31, 2022 included 87% from two customers of the Company’s total revenues. The Company’s revenues earned from sale of products and services for the year ended December 31, 2021 included 72% from one customer of the Company’s total revenues. At December 31, 2022, two customers accounted for 100% of the Company’s total accounts receivable with an aggregate amount of $35,378. At December 31, 2021, one customer accounted for 100% of the Company’s total accounts receivable with an amount of $1,500. |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2022 | |
ROYALTY OBLIGATIONS NET | |
NON-CONTROLLING INTEREST | NOTE 18 - 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. In 2018, BioCorRx Pharmaceuticals, Inc. began operations. 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 since inception through December 31, 2022. A reconciliation of the BioCorRx Pharmaceuticals, Inc. and Joseph DeSanto MD, Inc. non-controlling loss attributable to the Company: Net loss attributable to the non-controlling interest for the year ended December 31, 2022: BioCorRx Pharmaceuticals, Inc. Joseph DeSanto MD Net loss $ (18,782 ) $ (8,211 ) Average Non-controlling interest percentage of profit/losses 24.2 % 35.0 % Net loss attributable to the non-controlling interest $ (4,545 ) $ (2,874 ) Net loss attributable to the non-controlling interest for the year ended December 31, 2021: BioCorRx Pharmaceuticals, Inc. Net loss $ (9,853 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (2,384 ) The following table summarizes the changes in non-controlling interest for the year ended December 31, 2022: Balance, December 31, 2021 $ (117,838 ) Net loss attributable to the non-controlling interest (7,419 ) Balance, December 31, 2022 (125,257 ) The following table summarizes the changes in non-controlling interest for the year ended December 31, 2021: Balance, December 31, 2020 $ (115,454 ) Net loss attributable to the non-controlling interest (2,384 ) Balance, December 31, 2021 (117,838 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 19 - 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. Lucido, a holder of between 10% and 15% of the Company’s shares of common stock and a member of the Company’s Board of Directors. 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 (1 st) day that the first unit of the treatment is sold (the “Initial Sales Date”) and ending on the third (3 rd) 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 (3 rd) anniversary of the Initial Sales Date and ending on the fifteenth (15 th) 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. Galligan, a holder of between 10% and 15% of the Company’s shares of common stock and a member of the Company’s Board of Directors. 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 December 31, 2022. 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 December 31, 2022 and 2021, 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. Galligan acquired from Alpine Creek the rights to the royalty agreement by and between the Company and Alpine Creek. As of December 31, 2022 and 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 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 $28,936. Orange County Research Center On January 11, 2022, the Company entered into a Master Clinical Trial Agreement (the “MCTA”) with Memorial Research Medical Clinic dba Orange County Research Center (the “OCRC”). Researchers at the OCRC will perform Phase 1 clinical trial with BICX104. The total consideration the Company will pay MCTA for the Phase 1 clinical trial is $657,640. Pursuant to a Task Order entered into in February 2022 the first payment owed to the OCRC equaling approximately $145,000 will be invoiced monthly as services are rendered. As of December 31, 2022, $70,138 were due to OCRC. The MCTA will terminate upon either party giving 30 days’ written notice (provided, in the case of the OCRC, it has performed all Task Orders or they have been terminated by the Company for good cause). The Company can suspend a clinical trial for any reason and the OCRC can suspend a clinical trial if it deems, using good medical judgment, it is appropriate to do so. The total consideration paid to OCRC as of December 31, 2022 is $393,776. 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; consulting agreement terminated in April 2021 (ii) one consultant shall receive common stock equivalent to $1,375 on the last day of each month; (iii) two consultants shall receive common stock equivalent to $3,750 on the last day of each month; and (iv) one consultant shall receive a remuneration amount of $3,500 per month. As of December 31, 2022, the Company has entered into one 6-month consulting agreement for services. The consultant shall receive a renumeration amount of $6,000 due for the fourth, fifth and sixth month of the consulting agreement. As of December 31, 2022, the Company has entered into six 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. During the year ended December 31, 2022, the Company approved the grant of 4,000 stock options to one consultant valued at $12,428. The term of the options was three years, and the vesting period of is among one year. There was no meeting held during the year ended December 31, 2022. During the year ended December 31, 2022, the Company approved the grant of 10,000 stock options to two sales representatives for consulting services valued at $18,946. The term of the options was three years, and the vesting period of is over two years. Consultants shall also be entitled to receive a performance-based bonus, contingent on achieving certain gross revenue milestones: (i) Company shall grant 10,000 incentive Stock Options upon achievement of U.S. $500,000 collected gross revenues, (ii) Company shall grant 20,000 incentive Stock Options to the Agent under its Stock Option Plan upon achievement of U.S. $1,000,000 collected gross revenues, (iii) Company shall grant 30,000 incentive Stock Options to the Agent under its Stock Option Plan upon achievement of U.S. $1,500,000 collected gross revenues, (iv) Company shall grant 40,000 incentive Stock Options to the Agent under its Stock Option Plan upon achievement of U.S. $2,000,000 collected gross revenues. The Stock Options shall expire in three (3) years from the date of grant and the exercise price shall be equal to the fair market value of the shares on the date of the grant, the Stock Options shall vest immediately. The Company initiated litigation in 2019 based on a claim that Pellecome and Dr. Orbeck utilized the Company’s confidential information to advance their own weight loss product. The Company dismissed this litigation without prejudice in July 2021. On March 30, 2022, the court entered judgment in favor of Pellecome as an individual defendant whereby the Company was ordered to pay Pellecome total costs and attorneys’ fees of $235,886. Pursuant to the judgment, this amount is accruing interest at the rate of ten percent (10%) per annum from October 6, 2021 (the date of the original award of attorneys’ fees by the court which was followed by a number of filings by each party through February 2022). The Company has not yet paid any amount to Pellecome. On May 27, 2022, the Company filed a notice of appeal with California Superior Court for Orange County regarding the March 30, 2022 judgment entered in favor of Pellecome. On February 2, 2023, the Company filed a motion requesting the California Superior Court for Orange County reverse and remand its prior ruling, including reversing the granting of Pellecome $222,932.55 in attorney’s fees. While the Company cannot predict the outcome of this matter, the Company has accrued $322,000 as a loss contingency for this matter. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 20 - INCOME TAXES The components of the income tax provisions for 2022 and 2021 are as follows: 2022 2021 Current provision: Federal $ - $ - State - - Deferred benefit: Federal - - State - - - - Change in valuation allowance - - Total Provision $ - $ - The difference between the income tax provision and income taxes computed using the U. S. federal income tax rate of 21% consisted of the following: 2022 2021 Provision at statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 5.56 % 6.98 % Other (1.02 )% (8.80 ) Nondeductible and other items (3.27 )% (0.01 )% Change in valuation allowance (22.27 )% (19.17 )% Total (0.00 )% (0.00 )% Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company’s deferred taxes as of December 31, 2022 and 2021 are as follows: 2022 2021 Deferred tax assets: Allowance for doubtful debt $ 7,598 $ 7,598 Stock options issued for services 1,988,251 1,889,047 Net operating loss carryforward 7,653,663 7,505,674 Section 174 capitalization 367,568 - Other 681,453 401,357 Total deferred tax assets 10,698,533 9,803,675 Deferred tax liabilities: Royalty obligation (306,334 ) (439,938 ) Other (55,447 ) - Total deferred tax liabilities (361,781 ) (439,938 ) Deferred tax net 10,336,752 9,363,737 Valuation allowance (10,336,752 ) (9,363,737 ) During the years ended December 31, 2022 and 2021, the Company recorded a valuation allowance equal to its net deferred tax assets. The Company determined that due to a recent history of net losses, that at this time, sufficient uncertainty exists regarding the future realization of these deferred tax assets through future taxable income. If, in the future, the Company believes that it is more likely than not that these deferred tax benefits will be realized, the valuation allowances will be reduced or eliminated. With a full valuation allowance, any change in the deferred tax asset or liability is fully offset by a corresponding change in the valuation allowance. At December 31, 2022 and 2021, the Company provided a valuation allowance on its net deferred tax assets of $10,336,752 and $9,363,737, respectively. As of December 31, 2022, the Company had federal net operating loss carryforwards of approximately $21.9 million, of which $9.3 million, if not utilized, expire by 2029. Federal net operating loss carryforwards totaling approximately $12.6 million can be carried forward indefinitely. In addition, the Company has state net operating loss carryforwards of approximately $39.2 million with varying expiration dates as determined by each state. Pursuant to Section 382 of the Internal Revenue Code, use of the Company’s NOLs and credit carry forwards may be limited if the Company experiences a cumulative change in ownership of greater than 50% in a moving three-year period. At December 31, 2022 and 2021, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in interest expense. As of December 31, 2022, and 2021, the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions. In certain cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. The Company files federal and state income tax returns in jurisdictions with varying statutes of limitations. The 2018 through 2021 tax years generally remain subject to examination by federal and state tax authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 21 - SUBSEQUENT EVENTS As of March 30, 2023 the Company issued an aggregate of 18,782 shares of its common stock for consulting services and one promissory note valued at $29,703. As of March 30, 2023, the Company entered into a $50,000 unsecured promissory note. On January 20, 2023, the board of directors of BioCorRx Inc. appointed Mr. Harsha Murthy as a member of the Board. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The 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., and (iii) and the Medical Corporation (“VIE”) (Collectively, “the Company”) 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 11) 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. 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 project support income is generated from administrative support to Biotechnology research customers, which is recognized upon the transfer of promised services 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 year ended December 31, 2022 and 2021: 2022 2021 Sales/access fees $ 14,360 $ 1,500 Project support income 150,578 - Distribution rights income 37,293 35,481 Membership/program fees 11,610 11,291 Net sales $ 213,841 $ 48,272 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 consolidated balance sheet: Balance as of December 31, 2021: Short term $ 34,981 Long term 37,301 Total as of December 31, 2021 72,282 Net sales recognized (34,981 ) Balance as of December 31, 2022 37,301 Less short term 33,256 Long term $ 4,045 |
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 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. |
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 December 31, 2022 and 2021, 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 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 14 and 15 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 were recognized for years ended December 31, 2022 and 2021. |
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. $0 and $141,480 impairment were recognized for year ended December 31, 2022 and 2021, respectively. |
Software Development Costs | The Company has adopted the provision of ASC 985-20-25, Costs of Software to Be Sold, Leased or Marketed, whereby costs incurred to establish the technological feasibility of a computer software product to be sold, leased or marketed are research and development costs. Research costs are expensed as incurred; costs of producing product masters incurred subsequent to establishing technological feasibility are capitalized; and costs incurred when the product is available for general release to the customers are expensed as incurred. Upgrades and enhancements are capitalized if they result in added functionality which enables the software to perform tasks it was previously incapable of performing. On July 1, 2021, the Company began development of a proprietary cloud based app that will be marketed and commercialized, for $47,980. The app was not placed in use as of December 31, 2022. |
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 consolidated balance sheets. 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 over the respective lease term 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 December 31, 2022 and 2021, respectively, because their inclusion would have been anti-dilutive. 2022 2021 Shares underlying options outstanding 874,058 815,351 Shares underlying warrants outstanding 333,855 - Convertible preferred stock outstanding 240,000 240,000 1,447,913 1,055,351 |
Advertising | The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged to operations $325,965 and $426,917 as advertising costs for the years ended December 31, 2022 and 2021, 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. On August 27, 2021, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from National Institute on Drug Abuse. The grant provides for $3,453,367 in funding during the third year subject to the terms and conditions specified in the grant, including satisfactory progress of project and the availability of funds. On March 31, 2022, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from National Institute on Drug Abuse. The grant provides for $99,431 in additional funding during the third 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. Grant receivables were $122,652 and $56,359 as of December 31, 2022 and 2021, respectively. Deferred revenues related to the grant were $0 as of December 31, 2022 and 2021. $1,789,496 and $835,924 were recorded as grant income for the years ended December 31, 2022 and 2021, respectively. The F&A indirect costs were $253,208 and $272,681 as of December 31, 2022 and 2021, respectively. The grant provides for $516,218 in funding for F&A indirect costs. The remaining facilities and administrative indirect cost over allocation is $9,671 as of December 31, 2022. The Company will credit the F&A indirect cost rate. |
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 $1,459,458 and $1,605,907 for the years ended December 31, 2022 and 2021, 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 December 31, 2022 and 2021, the Company has not recorded any unrecognized tax benefits. |
Variable Interest Entity | The Company evaluates all interests in the VIE for consolidation. When the Company’s interests are determined to be variable interests, an assessment is made on whether the Company is 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, defines the primary beneficiary as the party that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the VIE which could be potentially significant. Variable interests are considered in making this determination. Where both of these factors are present, the Company is deemed to be the primary beneficiary and the Company consolidates the VIE. |
Non-Controlling Interest | A non-controlling interest should be allocated its share of net income or loss, and its respective share of each component of other comprehensive income, in accordance with ASC 810-10-45-20. Due to a management fee equal to 65% of the Medical Corporation’s gross collected monthly revenue, 65% of the Medical Corporation’s earnings was allocated to the Company, and 35% to the non-controlling interest. Due to the Company’s retaining 75.8% ownership of BioCorRx Pharmaceuticals, Inc., 75.8% of BioCorRx Pharmaceuticals, Inc.’s earnings was allocated to the Company, and 24.2% to the non-controlling interest. |
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 straight line 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 | In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2022. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach on expected losses to estimate credit losses on certain financial instruments, including trade receivables and available-for-sale debt securities. The new guidance was originally due to become effective for the Company beginning in the first quarter of 2020, however the FASB in November 2019 issued ASU 2019-10 which moved the effective date for smaller reporting companies to the first quarter of 2023. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements. There are other 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) | 12 Months Ended |
Dec. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of net sales | 2022 2021 Sales/access fees $ 14,360 $ 1,500 Project support income 150,578 - Distribution rights income 37,293 35,481 Membership/program fees 11,610 11,291 Net sales $ 213,841 $ 48,272 |
Schedule of changes in deferred revenue | Balance as of December 31, 2021: Short term $ 34,981 Long term 37,301 Total as of December 31, 2021 72,282 Net sales recognized (34,981 ) Balance as of December 31, 2022 37,301 Less short term 33,256 Long term $ 4,045 |
Schedule of computations of weighted average shares outstanding | 2022 2021 Shares underlying options outstanding 874,058 815,351 Shares underlying warrants outstanding 333,855 - Convertible preferred stock outstanding 240,000 240,000 1,447,913 1,055,351 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PREPAID EXPENSES | |
Schedule of prepaid expenses | 2022 2021 Prepaid insurance $ 4,284 $ 3,680 Prepaid subscription services 49,901 79,455 Prepaid research and development 7,480 - Other prepaid expenses 21,100 1,494 $ 82,765 $ 84,629 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | 2022 2021 Office equipment $ 45,519 $ 45,519 Computer equipment 5,544 5,544 Manufacturing equipment 101,200 101,200 Leasehold improvement 42,288 42,288 194,551 194,551 Less accumulated depreciation (117,979 ) (91,708 ) $ 76,572 $ 102,843 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
Schedule of lease liability | December 31, 2022 December 31, 2021 Total lease liability $ 315,671 $ 435,405 Less: short term portion 134,343 119,733 Long term portion $ 181,328 $ 315,672 |
Schedule of maturity analysis under lease agreements | 2023 $ 154,771 2024 159,420 2025 31,690 Less: Present value discount (30,210 ) Lease liability $ 315,671 |
Schedule of lease expense | 2022 2021 Operating lease expense $ 144,978 $ 144,057 $ 144,978 $ 144,057 |
Schedule of Weighted-average remaining lease term | 2022 2021 Weighted-average remaining lease term 2.1 3.1 |
INTELLECTUAL PROPERTY LICENSI_2
INTELLECTUAL PROPERTY LICENSING RIGHTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INTELLECTUAL PROPERTY LICENSING RIGHTS | |
Schedule of amortization of intellactual property | Year Amount 2023 1,169 2024 1,169 2025 1,169 2026 1,169 2027 and after 5,530 $ 10,206 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Schedule of accounts payable and accrued expenses | 2022 2021 Accounts payable $ 2,013,250 $ 1,776,905 Interest payable on notes payable 1,206,753 1,153,773 Interest payable on notes payable, related parties 332,567 224,592 Deferred insurance - 2,561 Accrual of loss on contingency 322,000 - Interest payable on EIDL loan 5,860 4,076 Interest payable on PPP loan - 983 Accrued expenses 27,524 25,670 $ 3,907,954 $ 3,188,560 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
NOTES PAYABLE | |
Schedule of outstanding notes payable | 2022 2021 Advances from a third party $ 21,480 $ 21,480 Promissory note payable dated September 9, 2021 200,000 200,000 Promissory note payable dated October 6, 2022, net of debt discount of $23,878 and $0, respectively 76,122 - $ 297,602 $ 221,480 |
NOTES PAYABLE RELATED PARTIES (
NOTES PAYABLE RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
NOTES PAYABLERELATED PARTIES | |
Schedule of outstanding notes payable related party | 2022 2021 Advances from Kent Emry $ 1,500 $ 1,500 Advances from Louis C Lucido 75,000 - Promissory note payable to Joe Galligan - 125000 Promissory notes payables to Kent Emry 663,610 663,610 Promissory note payable to Louis C Lucido, net of debt discount of $49,473 and $0, respectively 250,527 - $ 990,637 $ 790,110 |
ECONOMIC INJURY DISASTER LOAN (
ECONOMIC INJURY DISASTER LOAN (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ECONOMIC INJURY DISASTER LOAN | |
Schedule of future principle payments | Year Amount 2023 - 2024 - 2025 - 2026 16 2027 1,598 2028 and after 72,236 $ 73,850 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ECONOMIC INJURY DISASTER LOAN | |
Scheule of Black-Scholes option pricing model options | Risk-free interest rate 0.91%-4.06 % Expected term (years) 3.00 – 5.00 Expected volatility 129.95%-148.85 % Expected dividends 0.00 |
Schedule of stock options activity | Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2021 828,631 $ 7.84 5.8 $ - Expired (13,280 ) 7.15 - - Outstanding at December 31, 2021 815,351 $ 7.85 4.9 $ 795,115 Expired (350 ) 1.60 - - Grants 59,057 3.07 4.1 - Outstanding at December 31, 2022 874,058 7.53 3.9 559 Exercisable at December 31, 2022 866,766 $ 7.55 3.9 $ 559 |
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 $ 0.01-2.50 367,083 3.6 367,083 3.6 2.51-5.00 62,808 2.6 62,808 2.6 5.01 and up 444,167 4.4 436,875 4.4 874,058 3.9 866,766 3.9 |
Schedule of assumptions in warrants under black scholes option pricing model | Risk-free interest rate 2.94 % Expected term (years) 3.00 Expected volatility 139.37 % Expected dividends 0.00 |
Schedule of changes in warrants outstanding and the related party | Warrants Outstanding Warrants Exercisable Weighted Weighted Average Weighted Average Remaining Average Remaining Exercise Number Contractual Exercise Number Contractual Price Outstanding Life (Years) Price Exercisable Life (Years) $ 5.06 333,855 2.4 $ 5.06 333,855 2.4 333,855 2.4 $ 5.06 333,855 2.4 |
Summary of warrant activity | Number of Shares Weighted Average Exercise Price Per Share Outstanding at January 1, 2021 72,500 $ 89.00 Issued - - Exercised (1) 10,000 20.00 Expired (62,500 ) 100.00 Outstanding at December 31, 2021 - $ - Issued 333,855 5.06 Outstanding at December 31, 2022 333,855 $ 5.06 |
NON CONTROLLING INTEREST (Table
NON CONTROLLING INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ROYALTY OBLIGATIONS NET | |
Schedule of net loss attributable to non-controlling interest | BioCorRx Pharmaceuticals, Inc. Joseph DeSanto MD Net loss $ (18,782 ) $ (8,211 ) Average Non-controlling interest percentage of profit/losses 24.2 % 35.0 % Net loss attributable to the non-controlling interest $ (4,545 ) $ (2,874 ) BioCorRx Pharmaceuticals, Inc. Net loss $ (9,853 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (2,384 ) |
Schedule of changes in non-controlling interest | Balance, December 31, 2021 $ (117,838 ) Net loss attributable to the non-controlling interest (7,419 ) Balance, December 31, 2022 (125,257 ) Balance, December 31, 2020 $ (115,454 ) Net loss attributable to the non-controlling interest (2,384 ) Balance, December 31, 2021 (117,838 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Components of the income tax provisions | 2022 2021 Current provision: Federal $ - $ - State - - Deferred benefit: Federal - - State - - - - Change in valuation allowance - - Total Provision $ - $ - |
Schedule of different tax rate | 2022 2021 Provision at statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 5.56 % 6.98 % Other (1.02 )% (8.80 ) Nondeductible and other items (3.27 )% (0.01 )% Change in valuation allowance (22.27 )% (19.17 )% Total (0.00 )% (0.00 )% |
Schedule of deferred taxes | 2022 2021 Deferred tax assets: Allowance for doubtful debt $ 7,598 $ 7,598 Stock options issued for services 1,988,251 1,889,047 Net operating loss carryforward 7,653,663 7,505,674 Section 174 capitalization 367,568 - Other 681,453 401,357 Total deferred tax assets 10,698,533 9,803,675 Deferred tax liabilities: Royalty obligation (306,334 ) (439,938 ) Other (55,447 ) - Total deferred tax liabilities (361,781 ) (439,938 ) Deferred tax net 10,336,752 9,363,737 Valuation allowance (10,336,752 ) (9,363,737 ) |
BUSINESS (Details Narrative)
BUSINESS (Details Narrative) | Jul. 28, 2016 |
BioCorRx Pharmaceuticals [Member] | |
Equity issued ownership | 75.80% |
BioCorRx Pharmaceuticals, Inc [Member] | |
management fee | 65% |
Non-Controlling Interest [Member] | |
Equity issued ownership | 24.20% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | ||
Sales/access fees | $ 14,360 | $ 1,500 |
Project support income | 150,578 | 0 |
Distribution rights income | 37,293 | 35,481 |
Membership/program fees | 11,610 | 11,291 |
Net sales | $ 213,841 | $ 48,272 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
SIGNIFICANT ACCOUNTING POLICIES | ||
Deferred revenue, short term | $ 33,256 | $ 34,981 |
Deferred revenue, long term | 4,045 | 37,301 |
Total deferred revenue | $ 37,301 | 72,282 |
Net sales recognized | $ (34,981) |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | ||
Shares underlying options outstanding | $ 874,058 | $ 815,351 |
Shares underlying warrants outstanding | 333,855 | |
Convertible preferred stock outstanding | 240,000 | 240,000 |
Total | 1,447,913 | 1,055,351 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 17, 2019 | |
Allowance for doubtful accounts | $ 0 | $ 0 | |
Impairment of assets | 0 | 141,480 | |
Marketed and commercialized | 47,980 | ||
Advertising costs | 325,965 | 426,917 | |
Grant funding during the first year | $ 2,842,430 | ||
Grant funding during the second year | 2,831,838 | ||
Grant funding during the third year | 3,453,367 | ||
Grant additional funding during the third year | $ 99,431 | ||
Grant receivables | 122,652 | 56,359 | |
Deferred income | 0 | 0 | |
Grant income | 1,789,496 | 835,924 | |
F & A indirect cost | 253,208 | 272,681 | |
Grant funding indirect cost | 516,218 | ||
Allocation of remaining F & A indirect cost | 9,671 | ||
Research and development expenses | $ 1,459,458 | $ 1,605,907 | |
Ownership percentage | 50% | ||
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 straight line method over the expected life of the arrangement, which is 15 years | ||
Royalty obligations, net | $ 7,171,200 | ||
Minimum [Member] | |||
Property plant and equipment estimated useful lives | 5 years | ||
Maximum [Member] | |||
Property plant and equipment estimated useful lives | 15 years |
GOING CONCERN AND MANAGEMENTS_2
GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 06, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash | $ 68,615 | $ 85,838 | |
Working capital deficit | (5,046,882) | ||
Net cash used in operating activities | (2,041,773) | (3,537,658) | |
Advance received | 75,000 | ||
Outstanding balance | $ 75,000 | ||
Description of exchange agreement | the Company entered into an Exchange Agreement (the “Joseph Exchange Agreement”) with Joseph J Galligan, a member of the Company’s Board, pursuant to which Mr. Joseph Galligan agreed to exchange of the promissory note then outstanding of $125,000, the accrued interest on the promissory note of $46,548, and the unpaid service fees of $175,090 into the Company’s 194,740 shares of common stock | ||
Interest payment | $ 0 | 0 | |
Common stock issued | 340,505 | ||
Gross Proceeds | $ 1,250,000 | ||
Common stock value | $ 7,719 | $ 6,699 | |
Unsecured Promissory Note Related Third Party [Member] | |||
Issued Notes payable | $ 100,000 | ||
Notes payable interest rate | 12.50% | ||
Interest payment | $ 3,125 | ||
Common stock issued | 16,500 | ||
Common stock value | $ 31,350 | ||
Louis C Lucido [Member] | |||
Description of exchange agreement | agreed to exchange of one promissory note then outstanding of $300,000, the accrued interest on the promissory note of $2,055, and the unpaid service fees of $215,000 into the Company’s 290,480 shares of common stock | ||
Issued Notes payable | $ 600,000 | ||
Notes payable interest rate | 5% | ||
Interest payment | $ 3,750 | ||
Common stock issued | 66,000 | ||
Common stock value | $ 136,290 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
PREPAID EXPENSES | ||
Prepaid insurance | $ 4,284 | $ 3,680 |
Prepaid subscription services | 49,901 | 79,455 |
Prepaid research and development | 7,480 | 0 |
Other prepaid expenses | 21,100 | 1,494 |
Total | $ 82,765 | $ 84,629 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property and equipment, gross | $ 194,551 | $ 194,551 |
Less accumulated depreciation | (117,979) | (91,708) |
Property and equipment, net | 76,572 | 102,843 |
Office Equipment [Member] | ||
Property and equipment, gross | 45,519 | 45,519 |
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 |
LEASES (Details)
LEASES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
LEASES | ||
Total lease liability | $ 315,671 | $ 435,405 |
Less: short term portion | 134,343 | 119,733 |
Long term portion | $ 181,328 | $ 315,672 |
LEASES (Details 1)
LEASES (Details 1) | Dec. 31, 2022 USD ($) |
LEASES | |
2023 | $ 154,771 |
2024 | 159,420 |
2025 | 31,690 |
Less: present value discount | (30,210) |
Lease liability | $ 315,671 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
LEASES | ||
Operating lease expense | $ 144,978 | $ 144,057 |
Total lease expense | $ 144,978 | $ 144,057 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 20, 2020 | Jun. 16, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Right to use assets and lease liability | $ 500,333 | |||
Total lease expense | $ 150,196 | 143,447 | ||
Lease Agreement [Member] | ||||
Right to use assets and lease liability | $ 120,346 | |||
Lease term | 5 years | |||
Lease description | the Company entered into several lease amendments with landlord whereby the Company agreed to lease office space in Anaheim, California. The current term expires on January 31, 2025 | |||
Lease Agreement [Member] | Minimum [Member] | ||||
Lease rental payment | $ 2,286 | 9,905 | ||
Lease Agreement [Member] | Maximum [Member] | ||||
Lease rental payment | $ 2,584 | $ 11,018 |
INTELLECTUAL PROPERTY LICENSI_3
INTELLECTUAL PROPERTY LICENSING RIGHTS (Details) | Dec. 31, 2022 USD ($) |
INTELLECTUAL PROPERTY LICENSING RIGHTS | |
2023 | $ 1,169 |
2024 | 1,169 |
2025 | 1,169 |
2026 | 1,169 |
2027 and after | 5,530 |
Total future amortization of the patents | $ 10,206 |
INTELLECTUAL PROPERTY LICENSI_4
INTELLECTUAL PROPERTY LICENSING RIGHTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 12, 2018 | Aug. 20, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Naltrexone Implant Formulation [Member] | Australia from Trinity Compound Solutions [Member] | ||||
Aggregate purchase price, value | $ 236,000 | |||
Patent acquired | $ 15,200 | |||
Estimated useful lives | 13 years | |||
Cash paid for acquisition | $ 10,000 | |||
Aggregate purchase price, Shares | 20,000 | |||
Intellectual Property [Member] | ||||
Amortization expense | $ 0 | $ 35,370 | ||
Estimated useful lives | 5 years | |||
Impairment loss | $ 141,480 | |||
Intellectual property, carrying value | 0 | |||
Patents [Member] | ||||
Amortization expense | 1,179 | $ 1,180 | ||
Accumulated amortization | $ 4,994 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Accounts payable | $ 2,013,250 | $ 1,776,905 |
Interest payable on notes payable | 1,206,753 | 1,153,773 |
Interest payable on notes payable, related parties | 332,567 | 224,592 |
Deferred insurance | 0 | 2,561 |
Accrual of loss on contingency | 322,000 | 0 |
Interest payable on EIDL loan | 5,860 | 4,076 |
Interest payable on PPP loan | 0 | 983 |
Accrued expenses | 27,524 | 25,670 |
Account payable accrued expenses | $ 3,907,954 | $ 3,188,560 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
NOTES PAYABLE | ||
Advances from a third party | $ 21,480 | $ 21,480 |
Promissory note payable dated September 9, 2021 | 200,000 | 200,000 |
Promissory note payable dated October 6, 2022, net of debt discount of $23,878 and $0, respectively | 76,122 | 0 |
Total Outstanding notes payable | $ 297,602 | $ 221,480 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||||
Oct. 06, 2022 | Jun. 08, 2022 | Sep. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Advances from a third party | $ 21,480 | $ 21,480 | |||
Promissory Notes payable | 200,000 | 200,000 | |||
Interest expense | 150,969 | 19,424 | |||
Fair value of warrant | 86,821 | ||||
Interest payment | 0 | 0 | |||
Notes payable, net of debt discounts | $ 297,602 | 221,480 | |||
Common stock issued | 340,505 | ||||
Common stock value | $ 7,719 | 6,699 | |||
Third Party [Member] | September 9, 2021 [Member] | |||||
Interest rate during period | 25% | ||||
Unsecured promissory note payable | $ 200,000 | ||||
Promissory Notes payable | 200,000 | 200,000 | |||
Interest expense | $ 50,000 | $ 15,616 | |||
Warrant term | 3 years | ||||
Warrant exercise price | $ 4.14 | ||||
Warrant issued | 48,309 | ||||
Fair value of warrant | $ 86,821 | ||||
Third Party [Member] | October 6, 2022 [Member] | |||||
Interest rate during period | 12.50% | ||||
Interest expense | $ 2,979 | ||||
Promissory note issued | 100,000 | ||||
Interest payment | 3,125 | ||||
Notes payable, net of debt discounts | $ 100,000 | ||||
Common stock issued | 16,500 | ||||
Common stock value | $ 31,350 | ||||
Debt discount interest expense | $ 7,472 |
NOTES PAYABLE-RELATED PARTIES (
NOTES PAYABLE-RELATED PARTIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Notes payable to related parties | $ 5,376,790 | $ 5,854,226 |
Louis C Lucido [Member] | ||
Advances from Related parties | 75,000 | 0 |
Notes payable to related parties | 250,527 | 0 |
Kent Emry [Member] | ||
Advances from Related parties | 1,500 | 1,500 |
Notes payable to related parties | 663,610 | 663,610 |
Joe Galigan [Member] | ||
Notes payable to related parties | $ 0 | $ 125,000 |
NOTES PAYABLE RELATED PARTIES_2
NOTES PAYABLE RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 08, 2022 | Nov. 01, 2022 | Aug. 02, 2022 | Jun. 08, 2022 | Sep. 09, 2021 | Sep. 21, 2022 | Feb. 16, 2021 | Jan. 22, 2013 | Dec. 31, 2022 | Dec. 31, 2021 | |
Interest expense - related parties | $ 935,806 | $ 546,260 | ||||||||
Interest expense | 150,969 | 19,424 | ||||||||
Notes payable | 297,602 | 221,480 | ||||||||
Fair value of warrants | 86,821 | |||||||||
Kent Emry [Member] | ||||||||||
Unsecured promissory notes | $ 500,000 | $ 200,000 | ||||||||
Interest rate | 12% | |||||||||
Interest rate during period | 25% | |||||||||
Interest expense | 125,000 | 39,041 | ||||||||
Notes payable | 500,000 | |||||||||
Warrant exercise price | $ 4.14 | |||||||||
Fair value of warrants | $ 214,975 | $ 214,975 | ||||||||
Warrant issue | 119,617 | 119,617 | ||||||||
Due from related party | $ 1,500 | 1,500 | ||||||||
Outstanding principal balance on issuance of promissory note | 163,610 | 163,610 | ||||||||
Principal payments (monthly) | $ 6,650 | |||||||||
Louis Lucido [Member] | ||||||||||
Outstanding Promissory Note | $ 300,000 | 300,000 | ||||||||
Common Stock | 290,480 | |||||||||
Unsecured promissory notes | $ 300,000 | $ 300,000 | 20,000 | |||||||
Interest expense - related parties | 935,806 | 546,260 | ||||||||
Unpaid Service Fees | $ 215,000 | |||||||||
Amortization of royalty obligations | 477,436 | 477,436 | ||||||||
Outstanding Balance | 20,000 | |||||||||
Principal and interest due date | Aug. 02, 2023 | |||||||||
Accrued Interst | 2,055 | |||||||||
Accumulated Interest Notes Payable | 332,567 | 224,592 | ||||||||
Interest rate during period | 5% | 5% | ||||||||
Interest payment | $ 3,750 | $ 3,750 | ||||||||
Stock issued during period | 33,000 | 33,000 | ||||||||
Stock issued during period, value | $ 59,400 | $ 76,890 | ||||||||
Interest expense | $ 2,507 | 9,927 | ||||||||
Proceed from advances | $ 55,000 | |||||||||
Notes payable | 55,000 | |||||||||
Joe Galligan [Member] | ||||||||||
Outstanding Promissory Note | $ 125,000 | |||||||||
Common Stock | 194,740 | |||||||||
Accrued Interst | $ 46,548 | |||||||||
Unsecured promissory notes | $ 125,000 | |||||||||
Unpaid Service Fees | $ 175,090 | |||||||||
Outstanding Balance | $ 0 | $ 125,000 | ||||||||
Interest rate | 8% | |||||||||
Principal and interest due date | Jul. 26, 2018 |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN (Details Narrative) - USD ($) | 12 Months Ended | |||
Apr. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | May 14, 2020 | |
Interest expenses | $ 1,000 | $ 1,034 | ||
PPP Loan [Member] | ||||
Unsecured promissory note payable | $ 28,000 | |||
Proceeds from loan originations | $ 131,440 | |||
Interest rate | 1% | |||
Accumulated interest on related parties notes payable | $ 0 | $ 983 |
ECONOMIC INJURY DISASTER LOAN_2
ECONOMIC INJURY DISASTER LOAN (Details) | Dec. 31, 2022 USD ($) |
ECONOMIC INJURY DISASTER LOAN | |
2023 | $ 0 |
2024 | 0 |
2025 | 0 |
2026 | 16 |
2027 | 1,598 |
2028 and after | 72,236 |
Total | $ 73,850 |
ECONOMIC INJURY DISASTER LOAN_3
ECONOMIC INJURY DISASTER LOAN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated interest on EIDL Loan | $ 5,860 | $ 4,076 |
Interest rate | 10% | |
Interest expense on notes payable, related parties | $ 935,806 | 546,260 |
April 28, 2020 [Member] | ||
Advances from SBA | $ 5,000 | |
July 17, 2020 [Member] | Economic Injury Disaster Loan assistance program [Member] | ||
Balance of principal and interest payable (Period) description | the balance of principal and interest will be payable over thirty (30) years from the date of the promissory note | |
Proceeds from EIDL loan | $ 74,300 | |
Interest rate | 3.75% | |
payments of principal | $ 450 | |
payments of interest | 1,003 | |
Monthly payments of principal and interest | 363 | |
Interest expense on notes payable, related parties | $ 2,786 | $ 2,786 |
ROYALTY OBLIGATIONS NET (Detail
ROYALTY OBLIGATIONS NET (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 03, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Interest expense amortization | $ 477,436 | $ 477,436 | |
Non-cash interest expense | $ 7,171,200 | ||
Expected life of the arrangement | 15 years | ||
Royalty agreements description | 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 $25.00 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the day following the third (3rd) anniversary of the Initial Sales Date and ending on the fifteenth (15th) anniversary of the Initial Sales Date (the “Royalty”). | ||
Ownership percentage | 50% | ||
Minimum [Member] | Joseph Galligan [Member] | |||
Ownership percentage | 10% | 10% | |
Maximum [Member] | Joseph Galligan [Member] | |||
Ownership percentage | 15% | 15% |
STOCKHOLDERS EQUITY(DEFICIT) (D
STOCKHOLDERS EQUITY(DEFICIT) (Details Narrative) - USD ($) | 12 Months Ended | ||
Aug. 02, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Preferred stock, shares authorized | 600,000 | 600,000 | |
Promissory Notes Aggregate Shares | 485,220 | ||
Promissory Notes Aggregate Value | $ 1,062,632 | ||
Loss On Settlement On Debt | $ 198,939 | ||
Common Stock, Shares Outstanding | 7,718,636 | 6,698,968 | |
Common Stock, Shares Issued | 7,718,636 | 6,698,968 | |
Common share issued for services, value | $ 243,430 | $ 200,800 | |
Common Stock, Shares Issued | 340,505 | ||
Series A Convertible Preferred Stock [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 Convertible Preferred Stock [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. | ||
Subscription and Royalty Agreements [Member] | |||
Common Stock, Shares Issued | 229,886 | ||
price per shares | $ 4.35 | ||
Issuance of common stock, amount | $ 1,000,000 | ||
DeCsepel 2022 Subscription Agreement | |||
Common Stock, Shares Issued | 110,619 | ||
price per shares | $ 2.26 | ||
Issuance of common stock, amount | $ 250,000 | ||
Subscription Agreement [Member] | |||
Common Stock, Shares Issued | 1,125,000 | ||
price per shares | $ 2 | ||
Gross Proceeds | $ 2,250,000 | ||
Board of Directors [Member] | |||
Common share issued for services | 111,443 | 63,438 | |
Rendered Value | $ 243,430 | $ 200,800 | |
Common Stock, Shares Issued | 82,500 | ||
Common share issued for services, value | $ 167,641 | $ 100,000 | $ 102,500 |
Common share issued for services, shares | 56,345 | 31,392 | |
Common stock in connection with cashless exercise of warrants | 47,086 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Expected dividends | 0% |
Minimum [Member] | |
Risk-free interest rate | 0.91% |
Expected term (years) | 3 years |
Expected volatility | 129.95% |
Maximum [Member] | |
Risk-free interest rate | 4.06% |
Expected term (years) | 5 years |
Expected volatility | 148.85% |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Outstanding, Beginning | 815,351 | 828,631 |
Expired | (350) | 13,280 |
Grants | 59,057 | |
Outstanding, Ending | 874,058 | 815,351 |
Exercisable at Ending | 866,766 | |
Weighted Average Exercise Price | ||
Outstanding, Beginning | $ 7.85 | $ 7.84 |
Expired | 1.60 | 7.15 |
Grants | 3.07 | |
Outstanding, Ending | 7.53 | $ 7.85 |
Exercisable at Ending | $ 7.55 | |
Weighted Average Remaining Contractual Term | ||
Outstanding, Beginning | 4 years 10 months 24 days | 5 years 9 months 18 days |
Grants | 4 years 1 month 6 days | |
Outstanding at Ending | 3 years 10 months 24 days | 4 years 10 months 24 days |
Exercisable at Ending | 3 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding, Beginning | $ 795,115 | |
Outstanding at Ending | 559 | $ 795,115 |
Exercisable at Ending | $ 559 |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details 2) - shares | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | |
Exercisable, Number of Options | 866,766 | 848,559 |
Options Outstanding [Member] | ||
Weighted average remaining life in years | 3 years 10 months 24 days | |
Number of options | 874,058 | |
Options Outstanding [Member] | 0.01-2.50 [Member] | ||
Weighted average remaining life in years | 3 years 7 months 6 days | |
Number of options | 367,083 | |
Options Outstanding [Member] | 2.51-5.00 [Member] | ||
Weighted average remaining life in years | 2 years 7 months 6 days | |
Number of options | 62,808 | |
Options Outstanding [Member] | 5.01 And Up [Member] | ||
Weighted average remaining life in years | 4 years 4 months 24 days | |
Number of options | 444,167 | |
Options Exercisable [Member] | ||
Exercisable, Number of Options | 866,766 | |
Weighted average remaining life in years | 3 years 10 months 24 days | |
Options Exercisable [Member] | 0.01-2.50 [Member] | ||
Exercisable, Number of Options | 367,083 | |
Weighted average remaining life in years | 3 years 7 months 6 days | |
Options Exercisable [Member] | 2.51-5.00 [Member] | ||
Exercisable, Number of Options | 62,808 | |
Weighted average remaining life in years | 2 years 7 months 6 days | |
Options Exercisable [Member] | 5.01 And Up [Member] | ||
Exercisable, Number of Options | 436,875 | |
Weighted average remaining life in years | 4 years 4 months 24 days |
STOCK OPTIONS AND WARRANTS (D_4
STOCK OPTIONS AND WARRANTS (Details 3) | 12 Months Ended |
Dec. 31, 2022 | |
Expected dividends | 0% |
Warrant [Member] | |
Expected dividends | 0% |
Risk-free interest rate | 2.94% |
Expected term (years) | 3 years |
Expected volatility | 139.37% |
STOCK OPTIONS AND WARRANTS (D_5
STOCK OPTIONS AND WARRANTS (Details 4) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | |
Exercisable, Number of Options | 866,766 | 848,559 |
Warrants Exercisable [Member] | ||
Weighted average remaining life in years | 2 years 4 months 24 days | |
Exercisable, Number of Options | 333,855 | |
Exercise price | $ 5.06 | |
Warrants Outstanding [Member] | ||
Weighted average remaining life in years | 2 years 4 months 24 days | |
Number of outstanding | 333,855 | |
5.06 [Member] | Warrants Exercisable [Member] | ||
Weighted average remaining life in years | 2 years 4 months 24 days | |
Exercisable, Number of Options | 333,855 | |
Exercise price | $ 5.06 | |
5.06 [Member] | Warrants Outstanding [Member] | ||
Weighted average remaining life in years | 2 years 4 months 24 days | |
Number of outstanding | 333,855 |
STOCK OPTIONS AND WARRANTS (D_6
STOCK OPTIONS AND WARRANTS (Details 5) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Outstanding, Beginning | 815,351 | 828,631 |
Outstanding, Ending | 874,058 | 815,351 |
Weighted Average Exercise Price | ||
Outstanding, Beginning | $ 7.85 | $ 7.84 |
Outstanding, Ending | $ 7.53 | $ 7.85 |
Warrant [Member] | ||
Number of Shares | ||
Outstanding, Beginning | 72,500 | |
Issued | $ 333,855 | $ 0 |
Exercised | 10,000 | |
Expired | (62,500) | |
Outstanding, Ending | 333,855 | |
Weighted Average Exercise Price | ||
Outstanding, Beginning | $ 0 | $ 89 |
Weighted Average Exercise Price, Issued | 5.06 | 0 |
Weighted Average Exercise Price, Exercised | 20 | |
Weighted Average Exercise Price, Expired | 100 | |
Outstanding, Ending | $ 5.06 | $ 0 |
STOCK OPTIONS AND WARRANTS (D_7
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 08, 2022 | May 05, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock price | $ 0.975 | |||
Stock compensation expense | $ 111,079 | $ 8,715 | ||
Stock compensation expense unamortized | $ 13,269 | |||
Weighted average remaining life | 17 months | |||
Fair value of warrants | $ 86,821 | |||
Purchase of common stock, shares | 48,309 | |||
Number of stock option shares, vested | 59,057 | |||
Consultant [Member] | ||||
Number of stock option shares, vested | 14,000 | |||
Stock option | $ 31,374 | |||
Director [Member] | ||||
Number of stock option shares, vested | 45,057 | |||
Stock option | $ 92,973 | |||
DeCsepel 2022 Subscription Agreement | Warrant [Member] | ||||
Purchase of common stock, shares | 165,929 | |||
Common stock, par value | $ 0.001 | |||
Aggregate warrant amount | $ 250,000 | |||
Purchase price, per share | $ 2.26 | |||
Common stock shares issued | 110,619 | |||
Exercise price | $ 6 | |||
Plan termination term | 3 years | |||
2014 Equity Incentive Plan [Member] | ||||
Common stock shares issued | 290,879 | |||
Number of stock option shares, vested | 145,000 | |||
Option grantable | 145,879 | |||
Percent of issued and outstanding shares | 20% | |||
2016 Equity Incentive Plan [Member] | ||||
Common stock shares issued | 656,250 | |||
Number of stock option shares, vested | 330,350 | |||
Option grantable | 325,900 | |||
2018 Equity Incentive Plan [Member] | ||||
Common stock shares issued | 450,000 | |||
Number of stock option shares, vested | 380,008 | |||
Option grantable | 69,992 | |||
2022 Equity Incentive Plan [Member] | ||||
Common stock shares issued | 695,000 | |||
Number of stock option shares, vested | 42,330 | |||
Option grantable | 652,670 | |||
Kent Emry [Member] | ||||
Fair value of warrants | $ 214,975 | $ 214,975 | ||
Purchase of common stock, shares | 119,617 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Aug. 02, 2022 | Jan. 03, 2022 | Feb. 16, 2021 | Apr. 30, 2019 | Mar. 31, 2019 | Jul. 28, 2016 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related party payables | $ 1,077,088 | $ 1,014,892 | ||||||
Gross proceeds from subscription agreement | $ 6,000,000 | |||||||
Common share issued for services, shares | 56,345 | 31,392 | ||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||
Common Stock, Shares Issued | 7,718,636 | 6,698,968 | ||||||
Ownership percentage | 50% | |||||||
Sharebased compensation grant for services, value | $ 111,079 | $ 8,715 | ||||||
Common share issued for services, value | $ 243,430 | 200,800 | ||||||
Lucido Subscription Agreement [Member] | ||||||||
Purchase price | $ 4.35 | $ 2 | ||||||
Subscription aggregate amount receivable | $ 500,000 | $ 1,125,000 | ||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||
Common Stock, Shares Issued | 114,943 | 562,500 | ||||||
Board of Directors [Member] | ||||||||
Common Stock, Shares Issued | 82,500 | |||||||
Sharebased compensation grant for services, shares | 45,057 | |||||||
Sharebased compensation grant for services, value | $ 92,973 | |||||||
Common share issued for services, value | $ 167,641 | $ 100,000 | 102,500 | |||||
Lucido [Member] | ||||||||
Common stock par value | $ 0.001 | |||||||
Directors [Member] | ||||||||
Common share issued for services, value | $ 100,000 | $ 102,500 | ||||||
Minimum [Member] | Lucido [Member] | ||||||||
Ownership percentage | 10% | |||||||
Minimum [Member] | Joseph Galligan [Member] | ||||||||
Ownership percentage | 10% | 10% | ||||||
Minimum [Member] | Galligan Subcription [Member] | ||||||||
Ownership percentage | 10% | |||||||
Maximum [Member] | Lucido [Member] | ||||||||
Ownership percentage | 15% | |||||||
Maximum [Member] | Joseph Galligan [Member] | ||||||||
Ownership percentage | 15% | 15% | ||||||
Maximum [Member] | Galligan Subcription [Member] | ||||||||
Ownership percentage | 15% | |||||||
BioCorRx Pharmaceuticals [Member] | ||||||||
Ownership percentage held by Company | 75.80% | |||||||
Non-Controlling Interest [Member] | ||||||||
Ownership percentage | 24.20% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts receivable, net | $ 35,378 | $ 1,500 |
Sales Revenue [Member] | Customer One [Member] | ||
Concentration risk, percentage | 72% | |
Sales Revenue [Member] | Customer Two [Member] | ||
Concentration risk, percentage | 87% | |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentration risk, percentage | 100% | |
Accounts receivable, net | $ 1,500 | |
Accounts Receivable [Member] | Customer Two [Member] | ||
Concentration risk, percentage | 100% | |
Accounts receivable, net | $ 35,378 |
NON CONTROLLING INTEREST (Detai
NON CONTROLLING INTEREST (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss attributable to the non-controlling interest | $ (7,419) | $ (2,384) |
BioCorRx Pharmaceuticals, Inc [Member] | ||
Net loss | $ (18,782) | $ (9,853) |
Average Non-controlling interest percentage of profit/losses | 24.20% | 24.20% |
Net loss attributable to the non-controlling interest | $ (4,545) | $ (2,384) |
Joseph DeSanto MD [Member] | ||
Net loss | $ (8,211) | |
Average Non-controlling interest percentage of profit/losses | 35% | |
Net loss attributable to the non-controlling interest | $ (2,874) |
NON CONTROLLING INTEREST (Det_2
NON CONTROLLING INTEREST (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
ROYALTY OBLIGATIONS NET | ||
Beginning Balance | $ (117,838) | $ (115,454) |
Net loss attributable to the non-controlling interest | (7,419) | (2,384) |
Ending Balance | $ (125,257) | $ (117,838) |
NON CONTROLLING INTEREST (Det_3
NON CONTROLLING INTEREST (Details Narrative) | 1 Months Ended | |
Oct. 31, 2020 | Jul. 28, 2016 | |
BioCorRx Pharmaceuticals, Inc [Member] | ||
Ownership percentage hold by company | 75.80% | |
Ownership percentage hold by former officers | 24.20% | |
Joseph DeSanto MD [Member] | ||
Descirption of management services agreement | a management fee equal to 65% of the Medical Corporation’s gross collected monthly revenue |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jan. 11, 2022 | Mar. 28, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2019 | Dec. 10, 2015 | |
Renumeration amount | $ 6,000 | |||||
Consideration amount | $ 657,640 | 393,776 | ||||
First payment owed | $ 145,000 | 70,138 | ||||
Attorney's fees | $ 235,886 | |||||
Interest rate | 10% | |||||
Recognized loss on contingency | $ (322,000) | |||||
Stock options grant | 10,000 | |||||
Term of options | 3 years | |||||
Consulting services valued | $ 18,946 | |||||
Compensation for services, description | 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; consulting agreement terminated in April 2021 (ii) one consultant shall receive common stock equivalent to $1,375 on the last day of each month; (iii) two consultants shall receive common stock equivalent to $3,750 on the last day of each month; and (iv) one consultant shall receive a remuneration amount of $3,500 per month | |||||
common stock, par value | $ 0.001 | $ 0.001 | ||||
Galligan Subscription and Royalty Agreement [Member] | ||||||
Common stock, Shares issued | 200,000 | |||||
Subscription and Royalty Agreement | $ 3,000,000 | |||||
Royality percentage minimum | 10% | |||||
Royality percentage maximum | 15% | |||||
Lucido Subscription and Royalty Agreement [Member] | ||||||
Royality percentage minimum | 10% | |||||
Royality percentage maximum | 15% | |||||
Purchase price | $ 15 | |||||
Common stock | 200,000 | |||||
Revenue per share | $ 37.50 | |||||
Gross revenue per share | $ 25 | |||||
Percent of aggregate purchase price | 65% | |||||
Development and expansion expenses amount | $ 3,000,000 | |||||
Option [Member] | ||||||
Stock options description | (i) Company shall grant 10,000 incentive Stock Options upon achievement of U.S. $500,000 collected gross revenues, (ii) Company shall grant 20,000 incentive Stock Options to the Agent under its Stock Option Plan upon achievement of U.S. $1,000,000 collected gross revenues, (iii) Company shall grant 30,000 incentive Stock Options to the Agent under its Stock Option Plan upon achievement of U.S. $1,500,000 collected gross revenues, (iv) Company shall grant 40,000 incentive Stock Options to the Agent under its Stock Option Plan upon achievement of U.S. $2,000,000 collected gross revenues. | |||||
Charles River Laboratories, Inc. [Member] | ||||||
Remaining commitment | $ 28,936 | |||||
BICX Holding Company LLC [Member] | ||||||
Common stock issued upon convertible debt | 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 | |||||
Amount due to investor | $ 1,138,157 | |||||
Board Member [Member] | ||||||
Stock options grant | 4,000 | |||||
Term of options | 3 years | |||||
Receive common stock equivalent | $ 5,000 | |||||
Consulting services valued | 12,428 | |||||
Alpine Creek [Member] | ||||||
Royalty due | 91 | $ 91 | ||||
Total consideration amount | 1,531,926 | |||||
Payables to Alpine Creek | $ 1,215,000 | |||||
Paid to Alpine Creek | $ 1,620,000 | |||||
Payable commitment description | 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. Galligan acquired from Alpine Creek the rights to the royalty agreement by and between the Company and Alpine Creek. As of December 31, 2022 and 2021, there are no payments due | |||||
Payable per treatment sold | $ 100 | |||||
Profit holding percentage | 50% | |||||
Lucido [Member] | ||||||
Common stock, Shares issued | 200,000 | |||||
common stock, par value | $ 0.001 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current provision: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Deferred benefit: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total | 0 | 0 |
Change in valuation allowance | 0 | 0 |
Total Provision | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Provision at statutory rate | 21% | 21% |
State taxes, net of federal benefit | 5.56% | 6.98% |
Other | (1.02%) | (8.80%) |
Nondeductible and other items | (3.27%) | (0.01%) |
Change in valuation allowance | (22.27%) | (19.17%) |
Total | (0.00%) | (0.00%) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Allowance for doubtful debt | $ 7,598 | $ 7,598 |
Stock options issued for services | 1,988,251 | 1,889,047 |
Net operating loss carry forwards | 7,653,663 | 7,505,674 |
Other | 367,568 | 0 |
Total deferred tax assets | 10,698,533 | 9,803,675 |
Deferred tax liabilities: | ||
Royalty obligation | (306,334) | (439,938) |
Other | (55,447) | 0 |
Total deferred tax liabilities | (361,781) | (439,938) |
Deferred tax net | 10,336,752 | 9,363,737 |
Valuation allowance | $ (10,336,752) | $ (9,363,737) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal income tax rate | 21% | 21% |
Cumulative change in ownership | 50% | |
Federal net operating losses carryforward description | As of December 31, 2022, the Company had federal net operating loss carryforwards of approximately $21.9 million, of which $9.3 million, if not utilized, expire by 2029 | |
Net deferred tax assets | $ 10,336,752 | $ 9,363,737 |
Federal [Member] | ||
Net operating loss carryforwards | 12,600,000 | |
State [Member] | ||
Net operating loss carryforwards | $ 39,200,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common share issued for services, value | $ 243,430 | $ 200,800 | |
Unsecured promissory note | $ 297,602 | $ 221,480 | |
Subsequent Event [Member] | |||
Common share issued for services, Shares | 18,782 | ||
Common share issued for services, value | $ 29,703 | ||
Subsequent Event [Member] | Unsecured Promissory Note [Member] | |||
Unsecured promissory note | $ 50,000 |