Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | BOSTON THERAPEUTICS, inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 916,914,554 | |
Amendment Flag | false | |
Entity Central Index Key | 0001473579 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-54586 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0801073 | |
Entity Address, Address Line One | 5900 Hollis Street | |
Entity Address, City or Town | Emeryville | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95608 | |
City Area Code | (603) | |
Local Phone Number | 935-9799 | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 3,960,335 | $ 15,098 |
Accounts receivable | 821 | |
Prepaid expenses and other current assets | 145,312 | 156,875 |
Total current assets | 4,105,647 | 172,794 |
Deposit | 60,000 | 60,000 |
Property and equipment, net | 79,753 | 65,612 |
Other long-term assets | 121,838 | 232,065 |
Total Assets | 4,367,238 | 530,471 |
Current liabilities: | ||
Accounts payable | 1,428,129 | 898,463 |
Accrued expenses | 830,206 | 344,065 |
Accounts payable and accrued expenses, related party | 168,706 | 50,000 |
Accrued interest | 288,164 | 132,175 |
Accrued interest, related party | 1,810,232 | |
Convertible note payable, net of discount | 200,000 | |
Notes payable, related party | 547,821 | |
Notes payable marketing | 450,000 | |
Deferred Revenues | 293,523 | 188,741 |
Other current liabilities | 233,021 | 313,146 |
Total current liabilities | 4,439,570 | 3,736,822 |
Notes payable – net of current portion | 610,000 | |
Notes payable, related party – net of current portion | 8,307,000 | |
Secured Promissory Note, net of discount | ||
Secured Promissory Note, net of discount, related party | 1,603,778 | |
Other long-term liabilities | 402,154 | 402,154 |
Total Liabilities | 6,445,502 | 13,055,976 |
Commitments and Contingencies (Note 7) | ||
Preferred stock; $0.00001 par value, 120,467,864 shares authorized, 0 and 101,015,049 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 40,070,108 | |
Preferred stock B; 1,000,000 shares designated, 963,964 and 0 shares issued and outstanding at June 30, 2021 and December 30, 2020, respectively | 963,964 | |
Preferred stock C; 1,000,000 and 0 shares issued and outstanding at June 30, 2021 and December 30, 2020, respectively | 14,670,633 | |
Stockholders’ deficit: | ||
Common stock; $0.00001 par value, 137,000,000 shares authorized, 0 and 743,513 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 7 | |
Common stock; $0.001 par value, 2,000,000,000 shares authorized, 916,914,554 and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 916,915 | |
Additional paid-in capital | 83,484,560 | 44,727,164 |
Accumulated deficit | (102,114,336) | (97,322,784) |
Total stockholders’ deficit | (17,712,861) | (52,595,613) |
Total Liabilities, Preferred Stock Subject to Redemption and Stockholders’ Deficit | $ 4,367,238 | $ 530,471 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 120,467,864 | 120,467,864 |
Preferred stock, shares issued | 0 | 101,015,049 |
Preferred stock, shares outstanding | 0 | 101,015,049 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 137,000,000 | 137,000,000 |
Common stock, shares issued | 0 | 743,513 |
Common stock, shares outstanding | 0 | 743,513 |
Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 916,914,554 | 0 |
Common stock, shares outstanding | 916,914,554 | 0 |
Preferred Stock B | ||
Preferred stock, shares issued | 963,964 | 0 |
Preferred stock, shares outstanding | 963,964 | 0 |
Preferred stock, shares designated | 1,000,000 | 1,000,000 |
Preferred Stock C | ||
Preferred stock, shares issued | 1,000,000 | 0 |
Preferred stock, shares outstanding | 1,000,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ (335,859) | $ 141,778 | $ 358,995 | |
Operating costs and expenses: | ||||
Research and development | 489,503 | 1,407,515 | 1,083,176 | 2,156,857 |
Selling, general and administrative expenses | 830,967 | 349,920 | 1,234,935 | 798,050 |
Total operating expenses | 1,320,470 | 1,757,435 | 2,318,111 | 2,954,907 |
Loss from operations | (1,320,470) | (2,093,294) | (2,176,333) | (2,595,912) |
Other income (expense): | ||||
Interest income | 1 | 5 | ||
Interest expense | (83,280) | (45,828) | (111,924) | (82,807) |
Interest expense, related, party | (244,404) | (254,051) | (572,347) | (481,088) |
Change in fair value of derivative liability | 15,282 | 15,282 | ||
Change in fair value of warrant liability | 438,972 | 438,972 | ||
Loss on debt modification | (2,385,204) | (2,385,203) | ||
Total income (expense) | (2,258,634) | (299,879) | (2,615,219) | (563,890) |
Loss before income taxes | (3,579,104) | (2,393,173) | (4,791,552) | (3,159,802) |
Provision for income taxes | ||||
Net loss | $ (3,579,104) | $ (2,393,173) | $ (4,791,552) | $ (3,159,802) |
Weighted average number of common shares outstanding – basic and diluted (in Shares) | 916,914,554 | 743,513 | 916,914,554 | 743,513 |
Net loss per common share – basic and diluted (in Dollars per share) | $ (0.004) | $ (3.22) | $ (0.005) | $ (4.25) |
Consolidated Statements of Chan
Consolidated Statements of Changes In Stockholders’ Deficit (Unaudited) - USD ($) | Stockholders’ Deficit Common Stock | Additional Paid-in Capital | Total Accumulated Deficit | Mezzanine Equity | Total |
Balance at Dec. 31, 2019 | $ 7 | $ 44,465,695 | $ (91,130,414) | $ 40,070,108 | $ (46,664,712) |
Balance (in Shares) at Dec. 31, 2019 | 743,513 | ||||
Stock based compensation | 114,457 | 114,457 | |||
Net loss | (3,159,802) | (3,159,802) | |||
Balance at Jun. 30, 2020 | $ 7 | 44,580,152 | (94,290,216) | 40,070,108 | (49,710,057) |
Balance (in Shares) at Jun. 30, 2020 | 743,513 | ||||
Balance at Dec. 31, 2020 | $ 7 | 44,727,164 | (97,322,784) | 40,070,108 | (52,595,613) |
Balance (in Shares) at Dec. 31, 2020 | 743,513 | ||||
Stock based compensation | 5,092,248 | 5,092,248 | |||
Issuance of Common Shares | $ 9 | 23,442 | 23,451 | ||
Issuance of Common Shares (in Shares) | 813,125 | ||||
Preferred Stock conversion into common stock | $ 1,070 | 40,069,037 | (40,070,108) | 40,070,107 | |
Preferred Stock conversion into common stock (in Shares) | 107,032,771 | ||||
Notes payable and accrued interest conversion into common stock | $ 989 | 10,638,627 | $ 10,639,616 | ||
Notes payable and accrued interest conversion into common stock (in Shares) | 98,890,380 | 1,000 | |||
Preferred Stock C exchange for Nanomix Common Stock | $ (2,075) | (14,668,558) | 14,670,633 | $ (14,670,633) | |
Preferred Stock C exchange for Nanomix Common Stock (in Shares) | (207,479,789) | ||||
Merge with Boston Therapeutics | $ 916,915 | (4,782,604) | 963,964 | (3,865,689) | |
Merge with Boston Therapeutics (in Shares) | 916,914,554 | ||||
Loss on debt modification | 2,385,204 | 2,385,204 | |||
Net loss | (4,791,552) | (4,791,552) | |||
Balance at Jun. 30, 2021 | $ 916,915 | $ 83,484,560 | $ (102,114,336) | $ 15,634,597 | $ (17,712,861) |
Balance (in Shares) at Jun. 30, 2021 | 916,914,554 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (4,791,552) | $ (3,159,802) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization expense | 17,476 | 12,347 |
Stock-based compensation | 59,094 | 41,119 |
Warrants | 33,154 | 73,338 |
Discount for issue secured promissory note | 500,000 | |
Loss on debt modification | 2,385,204 | |
Change in fair value of derivative liability | (15,282) | |
Change in fair value of warrant liability | (438,972) | |
Leasing | (39,696) | 74,470 |
Increase (decrease) in cash attributable to changes in operating assets and liabilities: | ||
Accounts receivable | 821 | |
Prepaid expenses | 11,563 | (164,984) |
Other assets | (40,000) | |
Accounts payable | 267,823 | 506,229 |
Accrued expenses | (188,342) | 8,118 |
Accounts payable and accrued expenses, related party | 168,706 | 87,500 |
Accrued Interest | 77,506 | 34,202 |
Accrued Interest, related party | 572,346 | 481,088 |
Other liabilities | 57,693 | 9,976 |
Net cash used by operating activities | (1,322,458) | (2,036,399) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (31,617) | (18,676) |
Cash received with merge with Boston Therapeutics | 63,362 | |
Net cash used by investing activities | 31,745 | (18,676) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 410,000 | 250,000 |
Proceeds from notes payable, related party | 302,500 | 850,000 |
Proceeds from Secured Promissory Notes | 4,500,000 | |
Proceeds from borrowing PPP loan | 402,154 | |
Proceeds from issuance of common stock | 23,450 | |
Net cash provided by financing activities | 5,235,950 | 1,502,154 |
Net increase (decrease) in cash | 3,945,237 | (552,921) |
Cash at the beginning of the year | 15,098 | 590,434 |
Cash at the end of the year | 3,960,335 | 37,513 |
Non-cash investing and financing transactions: | ||
Right-of-use asset obtained in exchange for lease obligations | (110,227) | (93,230) |
Lease liability | 149,923 | 18,760 |
Convertible notes payable for accrued expenses | 50,000 | 75,000 |
Preferred stock conversion into common stock | $ 40,070,108 |
The Company and Nature of Busin
The Company and Nature of Business | 6 Months Ended |
Jun. 30, 2021 | |
The Company and Nature of Business [Abstract] | |
THE COMPANY AND NATURE OF BUSINESS | NOTE 1 – THE COMPANY AND NATURE OF BUSINESS Nature of Operations Boston Therapeutics, Inc. (the “Company”) was formed as a Delaware corporation on August 24, 2009 under the name Avanyx Therapeutics, Inc. On November 10, 2010, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Boston Therapeutics, Inc., a New Hampshire corporation (“BTI”) providing for the merger of BTI into the Company with the Company being the surviving entity (the “Merger”), the issuance by the Company of 4,000,000 shares of common stock to the stockholders of BTI in exchange for 100% of the outstanding common stock of BTI, and the change of the Company’s name to Boston Therapeutics, Inc. On February 12, 2018, the Company acquired CureDM Group Holdings LLC (“CureDM”), for 47,741,140 shares of common stock of which 25,000,000 were delivered at closing and 22,741,140 were to be delivered in four equal tranches of 5,685,285 each upon the achievement of specific milestones. On January 26, 2021, Boston Therapeutics, Inc., a Delaware corporation (the “Company”), BTHE Acquisition Inc., a California corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Nanomix, Inc., a California corporation (“Nanomix”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, Merger Sub merged with and into Nanomix, with Nanomix continuing as a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). As consideration for the Merger, Company issued to the shareholders of Nanomix 1,000,000 shares of a newly created Series C Convertible Preferred Stock of the Company (the “Preferred Stock”). Upon the effectiveness of the amendment to our Certificate of Incorporation to effectuate the reverse stock split of one-for-173, all such shares of Preferred Stock issued to Nanomix shareholders shall automatically convert into approximately 35,316,768 shares of common stock of the Company, the warrants to be assumed at closing may be exercisable into approximately 2,100,911 shares of common stock of the Company and the options and restricted stock units to be assumed at closing may be exercisable into approximately 6,070,842 shares of common stock of the Company. The shares of common stock issuable upon conversion of the Preferred Stock together with warrants, restricted stock units and options to be assumed on the closing date shall represent approximately 80% of the outstanding shares of Common Stock of the Company upon closing of the Merger. The merger closed on June 4, 2021.See Note 9 Nanomix has developed an advanced mobile Point-of-Care (POC) diagnostic system that can be used in performing a wide range of in vitro diagnostic tests in many environments. Our goal is to provide laboratory quality testing for time sensitive medical conditions, at the first point of contact that a patient has with the healthcare system, no matter where that occurs. The Nanomix eLab® system is CE Marked, a 510(k) is currently in process, and Emergency Use Application (EUA) for COVID testing has been submitted to the FDA. Nanomix intends to market and sell this system for the detection and diagnosis of a variety of time sensitive medical conditions. |
Basis of presentation
Basis of presentation | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 – BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The Company currently operates in one business segment focusing on the development of mobile diagnostic tests. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of business or separate business entities. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not yet realized any significant revenues from its planned operations. The Company had net losses of approximately $4.8 million and $3.2 million for the six-months ended June 30, 2021 and 2020, respectively. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Since inception, the operations of the Company have been funded through the sale of common stock, preferred stock subject to redemption, debt and convertible debt, and derived revenue from contract research and development services. Management believes that its existing working capital is insufficient to fund the Company’s operations for the next twelve months. As a result, the Company will need to raise additional capital to fund its operations and continue to conduct activities that support the development and commercialization of its products. Management intends to raise additional funds by way of public or private offering and continued contract research and development services. Management cannot be certain that additional funding will be available on acceptable terms, or at all to the extent that the Company raises additional funds by issuing equity securities, the Company’s stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact the Company’s ability to conduct business. If the Company is not able to raise additional capital when required or an acceptable terms, the Company may have to (i) significantly delay, scale back or discontinue the development and/or commercialization of one or more product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise seek to develop or commercialize. The consolidated financial statements do not include any adjustments that might be necessary if Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and these differences may be material. The more significant estimates and assumptions by management include among others: recoverability of long-lived assets, accrued liabilities, the valuation allowance of deferred tax assets resulting from net operating losses and the valuation of the Company’s common stock, preferred stock, warrants and options on the Company’s common stock. Revenue Recognition Revenues are derived from three sources: ● Net product sales, ● R&D revenue, and ● License and Royalty revenue The Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under Accounting Standards Update (“ASU”) 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation. Product Revenue Revenue from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon tendering the product to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred because the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. Freight and distribution activities on products are performed when the customer obtains control of the goods. The Company has made an accounting policy election to account for shipping and handling activities that occur either when or after goods are tendered to the customer as a fulfillment activity, and therefore recognizes freight and distribution expenses in cost of product sales. The Company excludes certain taxes from the transaction price (e.g., sales, value added and some excise taxes). The Company’s contracts with customers may include promises to transfer products or services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require judgment to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. SSP is directly observable, and the Company can use a range of amounts to estimate SSP, as it sells products and services separately, and can determine whether there is a discount to be allocated based on the relative SSP of the various products and services, for the various geographies. The Company’s payment terms vary by the type and location of the Company’s customer and products or services offered. Payment terms differ by jurisdiction and customer, but payment is generally required in a term ranging from 30 to 60 days from date of shipment or satisfaction of the performance obligation. From time to time the Company may receive prepayment from customers for products to be manufactured or component materials to be procured and shipped in future dates. Customer payments in advance of the applicable performance obligation are deferred and recognized when the product has been tendered to the customer. R&D Revenue All contracts with customers are evaluated under the five-step model described above. The company recognizes income from R&D milestone-based contracts when those milestones are reached and non-milestone contracts and grants when earned. These projects are invoiced after expenses are incurred. Any projects or grants funded in advance are deferred until earned. License and Royalty Revenues The Company receives royalty revenue on sales by its licensee of products covered under patents that the Company owns. License Revenues are recorded based on the achievement of contract milestones. Royalty revenue is based on estimates of the sales that occurred during the relevant period as a component of license and royalty revenue. The relevant period estimates of sales are based on interim data provided by the licensee and analysis of historical royalties that have been paid to the Company, adjusted for any changes in facts and circumstances, as appropriate. Differences between actual and estimated royalty revenue are adjusted for in the period in which they become known, typically the following quarter. Historically, the Company has not recorded any royalty revenue and has not received any royalties from its licensee. Cash and Cash Equivalents For purposes of the Consolidated Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. As of June 30, 2021, the Company places all of its cash and with one financial institution. Such funds are insured by The Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Cash balances could exceed insured amounts at any given time; however, the Company has not experienced any such losses. At June 30, 2021 and December 31, 2020 there were no cash equivalents. Allowances for Sales Returns and Doubtful Accounts The allowance for sales returns is based on the Company’s estimates of potential future product returns and other allowances related to current period product revenue. The Company analyzes historical returns, current economic trends and changes in customer demand and acceptance of the Company’s products. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts and the aging of the related invoices, and represents the Company’s best estimate of probable credit losses in its existing trade accounts receivable. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. We determined that no allowances for sales returns and doubtful accounts were required at June 30, 2021 and December 31, 2020. Property and Equipment Property and equipment are carried at cost and depreciated or amortized using a straight-line basis over the estimated useful lives of assets, as follows: Computer equipment 3 years Office furniture and equipment 5 years Laboratory equipment 4 years Manufacturing equipment 5 years Leasehold improvements are depreciated over the shorter of their estimated useful lives or the term of the respective lease on a straight line basis. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management. Income Taxes The Company accounts for income taxes under an asset and liability approach that recognizes deferred tax assets and liabilities based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company follows a more-likely than -not threshold for financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The company assesses the realizability of its net deferred tax assets on an annual basis. If, after considering all relevant positive and negative evidence, it is more likely than not that some portion or all of the net deferred tax assets will not be realized, the Company will reduce the net deferred tax assets by a valuation allowance. The realization of the net deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. The Company has no uncertain tax positions at any of the dates presented. Foreign Currency Translation The Company derives a portion of its revenue from foreign countries, but customers pay in U.S. Dollars. Therefore, no adjustments are required in the accompanying consolidated financial statements for foreign currency transactions. Research and Development Costs The Company expenses the cost of research and development as incurred. Research and development expenses comprise costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other externa costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather when payment is made, in accordance with ASC 730, Research and Development Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs ( Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company had no assets or liabilities which were measured at fair value on a nonrecurring basis during the reporting periods. Fair Value of Financial Instruments In accordance with current accounting standards, certain assets and liabilities must be measured at fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. ASC 820 requires that certain assets and liabilities must be measured at fair value, and the standard details the disclosures that are required for items measured at fair value. The Company had no assets and liabilities required to be measured on a recurring basis at June 30, 2021 and December 31, 2020. The current assets and current liabilities reported on the Company’s balance sheets are estimated by management to approximate fair market value due to their short-term nature. Employee Stock-based Compensation Stock-based compensation issued to employees and members of the Company’s Board of Directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis. For purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, the Company uses these estimates as variables in the Black-choles option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in the Company’s Statements of Operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on the Company’s financial statements. Stock-Based Compensation Issued to Non-employees Common stock issued to non-employees for acquiring goods or providing services is recognized at fair value when the goods are obtained or over the service period, which is generally the vesting period. If the award contains performance conditions, the measurement date of the award is the earlier of the date at which a commitment for performance by the non-employee is reached or the date at which performance is reached. A performance commitment is reached when performance by the non-employee is probable because of sufficiently large disincentives for nonperformance. Earnings per Share The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average common stock equivalents which would arise from the exercise of stock options, warrants, convertible preferred stock and other rights during the period. For the period ended June 30, 2021, the diluted weighted average number of shares is the same as the basic weighted average number of shares as the inclusion of any common stock equivalents would be anti-dilutive. Recent Accounting Pronouncements Affecting the Company: Recently Adopted In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” The accounting guidance sets out a five-step approach to revenue recognition. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. The Company adopted the ASU 2014-09 (Topic 606) effective January 1, 2019. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842),” which amends existing accounting standards for leases. The ASU requires lessees to recognize most leases on their balance sheet as a lease liability with a corresponding right-of-use asset. Right-of-use assets and lease liabilities are recorded at the present value of minimum lease payments. The Company adopted the ASU effective January 1, 2019. We recognized a $121,838 right-of-use asset and $163,223 related lease liability as of June 30, 2021 and $232,065 right-of-use asset and $313,146 related lease liability as of December 31, 2020 for our operating lease. For our operating lease, the asset is included in other long-term assets on the balance sheet and is amortized within operating income over the lease term. The long-term component of the lease liability is included in other long-term liabilities, net, and the current component is included in other current liabilities. See Note 8 for further details regarding Nanomix’s leases. ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. This guidance had no effect on the Company’s consolidated financial statements upon adoption in 2021. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue [Abstract] | |
REVENUE | NOTE 4 – REVENUE Deferred Revenue The company recognizes income from R&D milestone-based contracts when those milestones are reached and non-milestone contracts and grants when earned. These projects are invoiced after expenses are incurred. Any projects or grants funded in advance are deferred until earned. From time to time the Company may receive prepayment from customers for products to be manufactured or component materials to be procured and shipped in future dates. Customer payments in advance of the applicable performance obligation are deferred and recognized in accordance with ASC 606. As of June 30, 2021 and December 31, 2020, there were $293,523 and $188,741 unearned advanced revenues, respectively. Disaggregation of Revenue The following table disaggregates total revenues for the periods ending June 30, 2021 and 2020: Six-Months ended June 30, June 30, Net Product sales $ - $ 47,904 R&D revenue - - Government grant income 141,778 311,091 License and royalty revenue - - $ 141,778 $ 358,995 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at June 30, 2021 and December 31, 2020: As of As of 2021 2020 Computer Equipment &Office Equipment $ 20,730 $ 16,511 Lab Equipment 294,578 294,578 Manufacturing Equipment 140,792 113,393 Furniture and fixtures 14,370 14,370 Leasehold Improvements 20,232 20,232 Total property and equipment 490,702 459,084 Accumulated depreciation (410,949 ) (393,472 ) Total property and equipment, net of accumulated depreciation $ 79,753 $ 65,612 Depreciation expense was $17,476 and $12,347 for the six months ended June 30, 2021 and 2020. |
Notes Payable and Convertible N
Notes Payable and Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Notes Payable and Convertible Notes Payable [Abstract] | |
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE | NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE Convertible Note payable, net of discount In August and September 2016, the Company issued senior convertible debentures for an aggregate of $1,600,000 (the “Convertible Debentures”) in exchange for an aggregate net cash proceeds of $1,327,300, net of financing costs. The Convertible Debentures have a stated interest rate of 6% per annum payable quarterly beginning June 30, 2017 and were due two years from the date of issuance, the latest due September 15, 2018 and are convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $0.075 with certain anti-dilutive (reset) provisions and are subject to forced conversion if either i) the volume weighted average common stock price for each of any 10 consecutive trading days equals or exceeds $0.50, or (ii) the Company’s elects to lists a class of securities on a national securities exchange. As long as the convertible notes remain outstanding, the Company is restricted from incurring any indebtedness or liens, except as permitted (as defined), amend its charter in any matter that materially effects rights of noteholders, repay or repurchase more than de minimis number of shares of common stock other than conversion or warrant shares, repay or repurchase all or any portion of any indebtedness or pay cash dividends. Convertible notes payable balance was $200,000 as of June 30, 2021. Notes Payable Through December 31, 2011, a founder of the company and significant shareholder, Dr. David Platt advanced $257,820 to the Company to fund start-up costs and operations. Advances by Dr. Platt carry an interest rate of 6.5% and were due on June 29, 2013. On May 7, 2012, Dr. Platt and the Company’s former President and also a significant shareholder entered into promissory notes to advance to the Company $20,000 each for an aggregate of $40,000. The notes accrue interest at 6.5% per year and were due June 30, 2013. The outstanding notes of $297,820 were amended each year to extend the maturity dates. Effective June 30, 2015, the outstanding notes for Dr. Platt were amended to extend the maturity dates to June 30, 2017. During 2017, the Company made fully paid the note and all accrued interest to the former President of the Company. Dr. Platt’s notes and accrued interest remain outstanding and are classified as current liabilities. In December 2013, the Board of Directors agreed to indemnify Dr. Platt for legal costs incurred in connection with an arbitration (now concluded) initiated before the American Arbitration Association by Galectin Therapeutics, Inc. (formerly named Pro-Pharmaceuticals, Inc.) for which Dr. Platt previously served as CEO and Chairman. Galectin sought to rescind or reform the Separation Agreement entered into with Dr. Platt upon his resignation from Galectin to remove a $1.0 million milestone payment which Dr. Platt asserted he was entitled to receive and to be repaid all separation benefits paid to Dr. Platt. The Company initially capped the amount for which it would indemnify Dr. Platt at $150,000 in December 2013 and Dr. Platt agreed to reimburse the indemnification amounts paid by the Company should he prevail in the arbitration. The Board decided to indemnify Dr. Platt after considering a number of factors, including the scope of the Company’s existing indemnification obligations to officers and directors and the potential impact of the arbitration on the Company. In May 2014, the Board approved a $50,000 increase in indemnification support, solely for the payment of outside legal expenses. The Company recorded a total of $182,697 in costs associated with Dr. Platt’s indemnification, of which $119,401 was expensed in the year ended December 31, 2013 and of which $63,296 was expensed in the year ended December 31, 2014. In July 2014, the arbitration was concluded in favor of Dr. Platt, confirming the effectiveness of the separation agreement and payment was made to Dr. Platt in July 2014. On March 2, 2015, the Board of Directors voted to reduce the amount that Dr. Platt was required to reimburse the Company to $82,355 and to offset this amount against interest accrued in respect of the outstanding note payable to Dr. Platt. In addition, the Board determined that Dr. Platt would be charged interest related to the $182,697 indemnification payment since funds were received by Dr. Platt in July 2014. The Board of Directors concluded the foregoing constituted complete satisfaction of Dr. Platt’s indemnification by the Company. Accordingly, the Company recorded the reduction in accrued interest through equity during the year ended December 31, 2015. As of December 31, 2020 and December 31, 2019, the balance of the notes payable to Dr. Platt totaled $277,821 and are included Notes payable. During 2021 the company issued notes payable for a total amount of $270,000 to CJY Holdings, Ltd (“CJY”). CJY is a Hong Kong company owned by Conroy Chi-Heng Cheng, a former director of Boston Therapeutics. The CJY Note is an unsecured obligation of the Company. Principal and interest under the CJY Note is due and payable after one year. Interest accrues on the CJY Note at the rate of 10% per annum. Accrued interest $9,889 and $0 was included into accrued interest balance as of June 30, 2021 and December 31, 2020, respectively. Note Payable Marketing On June 26, 2018, the Company entered into a License Agreement with Level Brands, Inc. (NYSE: LEVB), an innovative licensing, marketing and brand management company with a focus on lifestyle-based products which includes an exclusive license to the kathy ireland® Health & Wellness™ brand. Under the terms of the License Agreement, the Company received a non-exclusive, non-transferrable license to use the kathy ireland Health & Wellness™ trademark in the marketing, development, manufacture, sale and distribution of the Sugardown® product domestically and internationally. The initial term of the License Agreement is seven years, with an automatic two-year extension unless either party notifies the other of non-renewal at least 90 days prior to the end of the then current term. Level Brands has agreed to use its commercially reasonable efforts to perform certain promotional obligations, including: (i) producing four branded videos to promote the licensed product and/or the Company; (ii) creation of an electronic press kit; (iii) making their media and marketing teams available for use in creating the video content for which the Company will separately compensate; and (iv) curate social media posts in multiple social media channels. As compensation, the Company will provide Level Brands with the following: ● A marketing fee of $850,000, for development of video content and an electronic press kit which will be used ongoing to support product marketing. This fee is paid with a promissory note of $450,000 and a number of shares of stock of the Company valued at $400,000, based on the closing price on the day prior to the effective date; ● Quarterly fees for the first two years of up to $100,000 and issuance of 100,000 shares each quarter, based on sales volumes. The Company has the right to make all the stock payments in cash; and ● a royalty of 5% of the gross licensed marks sales up to $10,000,000, 7.5% royalty on sales from $10,000,000 to $50,000,0000 and 10% on sales over $50,000,000,payable monthly as well as a 1% of all revenue for all Company products as of the date hereof. The Note Payable of $450,000 bears interest at 8% and matures December 31, 2019, unless the Company raises $750,000 through Level Brands prior to that date in which case the Note is to be repaid in full including accrued interest. Accrued interest at June 30, 2021 and December 31, 2020 totaled $108,493 and $0, respectively. As of June 30, 2021, the Company has not issued the $400,000 of common stock which was due upon execution of the agreement or any of the shares pursuant to the quarterly fee. The $400,000 is included in accrued expenses at June 30, 2021. Due to the Company’s low sales volume, no accrual for royalties is included in the financial statements as the amounts would not be material. Level Brands sued the Company for non-performance under the contract. The matter was taken to arbitration with both parties claiming nonperformance under the contract. In October 2019, the arbitration was dismissed without prejudice. Convertible Note Payable From 2018 to June 3, 2021, the Company issued a total of $8.7 million of unsecured notes payable to investors including $7.7 million to related parties. These notes bear interest at a rate of 15% per annum and include a common stock warrant equal to 30% of the face value of the note. The outstanding principal, and accrued but unpaid interest on the notes converts into fully paid and non-assessable shares of Special Preferred Stock at a price of $0.32276 per share in a Qualified Investment. In the event of conversion not in conjunction with a Qualified Investment, the notes convert at $0.10759. As of June 3, 2021 and December 31, 2020, the Company had $1,960,116 and $1,429,327 interest accrued, respectively. On June 4,2021 as a part of merger, the principal amount and accrued interest were converted into 98,890,380 shares of Common Stock, fully converting the notes and accrued interest as of 06/30/2021. The principal and accrued interest were converted per the terms of the agreement as such no gain or loss was recognized. The merger did not meet the Qualified Investment criteria. Note Payable and Senior Secured Convertible Notes In May 2018, the Company issued a secured note payable to a related party for a total amount of $1.0 million with a 90-day maturity. The maturity date of this note was extended by mutual agreement with the note holder and the note was outstanding until June 25, 2021. As of June 25,2021, and December 31, 2020, the Company has $603,778 and $510,444 interest accrued respectively. On June 25, 2021, the Company and the $1.0 secured million note payable Holder entered into exchange agreement, whereby the company issued the Holder a Senior Secured Convertible Note in the principal amount of $1,603,778 with a maturity date of June 18, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date, this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement, the noteholder was also granted 134,771,261 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a loss on modification of debt of $2,385,204. As of June 30, 2021, the note balance was $1,603,778. On June 25, 2021, the Company and Gold Blaze Limited Vistra Corporate Services entered into exchange agreement, where the company issued the Gold Blaze Limited Vistra Corporate Services Senior Secured Convertible Note in the principal amount of $500,000 with a maturity date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date, this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement, the noteholder was also granted 42,016,807 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a discount from the beneficial conversion feature totaling $500,000. As of June 30, 2021, the note was shown net of unamortized discount of $0. In June 25, 2021, the Company issued a Senior Secured Convertible Note to HT Investment MA LLC for a principal amount $5.0 million and maturity date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date, this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement, the noteholder was also granted 420,168,067 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a discount from the beneficial conversion feature totaling $4,500,000. Funds received were $4,500,000 net of an original issue discount of $500,000. As of June 30, 2021, the note was shown net of unamortized discount of $0. Paycheck Protection Program (PPP Loan) On May 5, 2020, the Company received a U.S. Small Business Administration Loan under the Paycheck Protection Program (PPP Loan) primarily for payroll costs related to the COVID-19 crisis in the amount of $402,154. Under the Paycheck Protection Program, the PPP Loan has a fixed interest rate of 1%, a maturity date is twenty-four (24) months from the date of the funding of the loan. Pursuant to the terms of the PPP Loan, the Company may apply for forgiveness of the amount due on the PPP Loan in an amount equal to the sum of the following costs incurred by the Company during the 8-week period (or any other period that may be authorized by the U.S. Small Business Association) beginning on the date of first disbursement of the loan: payroll costs, any payment of interest on a covered mortgage obligation, payment on a covered rent obligation, and any covered utility payment. The amount of PPP Loan forgiveness shall be calculated in accordance with the requirements of the Paycheck Protection Program, including the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), although no more than 25% of the amount forgiven can be attributable to non-payroll costs. The Company has applied for forgiveness of the full loan amount, and the payments are currently in a deferred and not due status. As of June 30, 2021 and December 31, 2020, the Company has $4,639 and $2,636 interest accrued, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Preferred Stock Preferred Stock The following table represents a Preferred Stock by Series as of December 31, 2020: Convertible Preferred Stock Issued and Issue price Outstanding value Series AA (Authorized: 1,045,650): 1,045,650 $ 1.15 $ 1,202,497.50 Series BB (Authorized: 22,120,639): 22,120,639 0.08111 1,794,205.03 Series CC (Authorized: 13,761,489): 13,761,489 0.46175 6,354,367.55 Series DD (Authorized: 45,000,000): 33,790,975 0.61971 20,940,605.12 Series EE-1 (Authorized: 17,000,000): 14,030,343 0.32276 4,528,433.51 Series EE-2 (Authorized: 18,000,000): 16,265,953 0.32276 5,249,998.99 101,015,049 $ 40,070,107.70 On June 4, 2021, as consideration for the Merger, the Company converted 101,015,049 shares of preferred stock into 107,032,771 shares of common stock: Convertible Preferred Stock Preferred Conversion Common Series AA: 1,045,650 1.2220 1,277,784 Series BB: 22,120,639 1.0000 22,120,639 Series CC: 13,761,489 1.0823 14,894,060 Series DD: 33,790,975 1.1377 38,443,992 Series EE-1: 14,030,343 1.0000 14,030,343 Series EE-2: 16,265,953 1.0000 16,265,953 Total Preferred Stock: 101,015,049 107,032,771 Series B The Company has designated 1,000,000 shares of its preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock has a stated value of $1. Each share of the Series B Preferred Stock is convertible into 1,000 shares of the Company’s common stock. The Series B Preferred Stock shall have no voting rights until January 1, 2022 when it will be on an as converted basis (subject to limitations) and liquidation preference for each share of Series B Preferred Stock at an amount equal to the stated value per share. As of June 30, 2021, the Company has 963,964 shares of Series B Preferred Stock outstanding. The Series B Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional obligation that the Company may settle by paying the monetary value in cash upon a liquidation event due to the liquidation preferences of the Series B Preferred Stock based upon its designation. Series C As consideration for the Merger, the Company issued to the shareholders of Nanomix 1,000,000 shares of a newly created Series C Convertible Preferred Stock of the Company (the “Preferred Stock”). Upon the effectiveness of the amendment to our Certificate of Incorporation to effectuate the reverse stock split of one-for-173, all such shares of Preferred Stock issued to Nanomix shareholders shall automatically convert into approximately 35,316,768 shares of common stock of the Company. The Series C preferred stock shares are accounted for outside of permanent equity due to the terms of cash-redemption features. Research and Development Arrangement In April of 2020, the Company received a BARDA fixed price, cost sharing contract for development and EUA filing of COVID-19 Anitbody and Antigen tests on the Nanomix eLab platform. The total amount of the milestone-based contract was $569,647. As of June 30, 2021, the full amount of $569,467 had been received under the contract. Employments Agreements The Company does not have Employment Agreements with any employees. All employees are employed under “at will” arrangements without guarantees or separation arrangements. Leases The Company leases its facility under sublease agreement. The Sublease term is from November 19, 2019 to December 15, 2021. The sublease agreement cannot be extended beyond this date. Rent expense is recognized on a straight-line basis over the lease term. The company incurred rent expense, which is included as part of selling, general and administrative expenses, of $138,712 and $127,989 for the six months ended June 30, 2021 and 2020, respectively. See details at Note 8. Legal The Company is not currently involved in any legal matters in the normal course of business. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim and legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigations. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 8 – LEASES Our adoption of ASU 2016-02, Leases (Topic 842), and subsequent ASUs related to Topic 842, requires us to recognize substantially all leases on the balance sheet as an ROU asset and a corresponding lease liability. The new guidance also requires additional disclosures as detailed below. We adopted this standard on the effective date of January 1, 2019 and used this effective date as the date of initial application. Under this application method, we were not required to restate prior period financial information or provide Topic 842 disclosures for prior periods. We elected the ‘package of practical expedients,’ which permitted us to not reassess our prior conclusions related to lease identification, lease classification, and initial direct costs, and we did not elect the use of hindsight. Lease ROU assets and liabilities are recognized at commencement date of the lease, based on the present value of lease payments over the lease term. The lease ROU asset also includes any lease payments made and excludes any lease incentives. When readily determinable, we use the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date, including the lease term. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight-line basis over the lease term. As of June 30, 2021 and December 31, 2020, we did not have any short-term leases. The tables below present financial information associated with our lease. Balance Sheet June 30, December 31, Classification 2021 2020 Right-of-use assets Other long-term assets $ 121,838 $ 232,065 Current lease liabilities Other current liabilities 163,223 313,146 Non-current lease liabilities Other long-term liabilities 0 0 As of June 30, 2021, our maturities of our lease liability are as follows: 2021 $ 170,480 Total $ 170,480 Less: Imputed interest -7,257 Present value of lease liabilities $ 163,223 |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE 9 – BUSINESS COMBINATION On June 4, 2021, the Company consummated the Business Combination with Nanomix, Inc pursuant to the agreement between Nanomix, Inc and Boston Therapeutics, Inc (the Merger Agreement”). Pursuant to ASC 805, for financial accounting and reporting purposes, Nanomix, Inc was deemed the accounting acquirer and the Company was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Acordingly, the Business Combination was treated as the equivalent of the Nanomix, Inc issuing stock for the net assets of Boston Therapeutics, Inc, accompanied by a recapitalization. The net assets of Boston Therapeutics, Inc were stated at historic costs, with no goodwill or other intangible assets recorded, and are consolidated with Nanomox, Inc’s financial statements on the Closing date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been adjusted as shares reflecting the exchange ration established in the Merger Agreement. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 10 – STOCKHOLDERS’ DEFICIT Common Stock As of December 31, 2020, the Company was authorized to issue 137,000,000 shares of common stock with a par value of $0.00001 per share, and 743,513 common shares were issued and outstanding. On January 25, 2021, the Company issued 210,000 common shares for option exercise with exercise price $0.01 per share On February 11, 2021, the Company issued 603,125 common shares for option exercise with average exercise price $0.0354 per share. On June 4, 2021, as consideration for the Merger, the Company: ● converted 101,015,049 shares of preferred stock into 107,032,771 shares of common stock; ● converted $10,639,615.96 of notes payable and accrued interest into 98,890,380 shares of common stock with conversion rate 0.10759; ● exchanged all outstanding 207,479,789 shares of common stock for newly created 1,000,000 shares Series C Convertible Preferred Stock; As of June 30, 2021, the Company has a total of 916,914,554 common shares issued and outstanding with a par value of $0.001. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANTS | NOTE 11 – WARRANTS As described in Note 6, pursuant to issuance convertible notes payable to investors, the Company issued warrants to purchase an aggregate of 8,067,441 shares of the Company’s Common Stock at an exercise price $0.01 per share during 2018 - 2021. The Company has recognized an expense for these services within interest expense in the accompanying Statements of Operations in the years of warrants issuance of approximately $33,154 and $48,605 for the six months ended June 30, 2021 and 2020, respectively. On September 1, 2018, the Company issued warrant to investor to purchase an aggregate of 3,100,000 shares of the Company’s Common Stock at an exercise price of $0.01 per share. On January 3, 2020, the Company issued warrants to Fastnet Advisors, LLC. to purchase an aggregate of 569,308 shares of the Company’s Common Stock at an exercise price of $0.01 per share. On December 14, 2020, the Company issued warrants outside consultant to purchase an aggregate of 600,000 shares of the Company’s Common Stock at an exercise price of $0.01 per share. The Company has recognized an expense for these services within general and administrative expense in the accompanying Statements of Operations in the year of warrants issuance of approximately $24,733 for the six months ended June 30, 2020. On June 25, 2021, the Company issued warrants to investor to purchase an aggregate of 134,771,261 shares of the Company’s Common Stock at an exercise price of $0.01190 per share (refer to Note 8). On June 25, 2021, the Company issued warrant to Gold Blaze Limited Vista Corporate Services to purchase an aggregate of 42,016,807 shares of the Company’s Common Stock at an exercise price of $0.01190 per share. On June 25, 2021, the Company issued warrant to HT Investments MA LLC to purchase an aggregate of 420,168,067 shares of the Company’s Common Stock at an exercise price of $0.01190 per share. The Company has recognized a debt discount $5,000,000 for the beneficial conversion feature as a debt discount in the accompanying Consolidated Balance sheet statements for six month period ended June 30, 2021. As of June 30, 2021 all warrants remain outstanding. The following represents a summary of the Warrants outstanding at June 30, 2021, and changes during the period then ended: Weighted Warrants Exercise Outstanding at December 31, 2020 11,627,995 $ 0.01 Granted with exercise price $0.01 708,754 0.01 Exercised/Expired/Forfeited - Outstanding at June 4, 2021 12,336,749 $ 0.01 Converted during merge 363,457,686 0.000339427 BTHE warrants 38,458,320 Granted after merge 596,956,135 0.01190 Exercised/Expired/Forfeited - Outstanding at June 30, 2021 998,872,141 0.00724 Exercisable at June 30, 2021 998,872,141 $ 0.00724 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 12 – STOCK-BASED COMPENSATION Terms of the Company’s share-based on compensation are governed by the Company’s 2010 Equity Incentive Plan (“the 2010 Plan”). The 2010 Plan permits the Company to grant non-statutory stock options, incentive stock options, restricted stocks, and stock purchase rights to the Company’s employees, outside directors and consultants; however incentive stock options may only be granted to the Company’s employees. As of June 30, 2021, the maximum aggregate number of shares of common stock that may be issued is 19,410,000 shares under the 2010 Plan, subject to adjustment due the effect of any stock split, stock dividend, combination, recapitalization or similar transaction. The exercise price for each option is determined by the Board of Directors, but will be (i) in the case of an incentive stock option, (A) granted to an employee who, at the time of grant of such option, is a 10% Holder, no less than 110% of the fair market value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the date of grant; and (ii) in the case of a nonstatutory stock option, no less than 100% of the fair market value per share on the date of grant. The options awarded under the 2010 Plan shall vest as determined by the Board of Directors but shall not exceed a ten-year period. Options Issued to Directors and Employees as Compensation and to Nonemployees for Services Received Pursuant to the terms of the 2010 Plan, from 2010 to 2020, the Company has granted an aggregate of 29,481,000 options to its executive officers and employees of the Company and to Nonemployees for Services Received. Of these, 15,146,000 options were exercised or forfeited and 14,335,000 remain outstanding as of December 31, 2020. The exercise prices of these grants, as determined by the Company’s Board of Directors, were $0.01 to $0.08 per share. During six-months ended June 31, 2021, the Company granted an aggregate of 1,530,000 options to purchase the Company’s common stock to its executive officers and employees of the Company and to Nonemployees for Services Received. During six-months ended June 31, 2021, 695,000 options were exercised or forfeited, and 15,170,000 options remain outstanding. The exercise prices of these option grants, as determined by the Company’s Board of Directors, was $0.05 per share. The Company has recognized an expense for these services within general and administrative expense in the accompanying Statements of Operations of approximately $59,094 and $41,119 for six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, there was approximately $122,266 of total unrecognized compensation cost related to non-vested share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 1.65 years. Stock-based Compensation Summary Tables The following table represents a summary of the options granted to employees and non-employees outstanding at June 30, 2021 and changes during the period then ended: Total Weighted Weighted Options Exercise Intrinsic Remaining Outstanding at December 31, 2020 14,335,000 $ 0.04 $ 0.01 6.81 Granted 1,530,000 0.05 - 8.67 Exercised/Expired/Forfeited (695,000 ) (0.05 ) - - Outstanding at June 30, 2021 15,170,000 $ 0.04 $ 0.01 5.81 Exercisable at June 30, 2021 12,126,273 $ 0.04 $ 0.01 4.70 Expected to be vested 3,043,727 $ 0.05 $ 0.00 7.86 |
Warrants and Options Valuation
Warrants and Options Valuation | 6 Months Ended |
Jun. 30, 2021 | |
Warrants And Options Valuation [Abstract] | |
WARRANTS AND OPTIONS VALUATION | NOTE 13 – WARRANTS AND OPTIONS VALUATION The Company calculates the fair value of warrant and stock-based compensation awards granted to employees and nonemployees using the Black-Scholes option-pricing method. If the company determinates that other methods are more reasonable, or other methods for calculating these assumptions are prescribed by regulators, the fair value calculated for the Company’s stock options could change significantly. Higher volatility and longer expected lives would result in an increase to stock-based compensation expense to non-employees determined at the date of grant. Stock-based compensation expense to non-employees affects the Company’s selling, general and administrative expenses and research and development expenses. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards. The assumptions used in the Black-Scholes option-pricing method for the periods ended June 30, 2021 and 2020 are set forth below: For the period ended June 30, June 30, Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 54.97% - 127.15 % 54.97% - 121.02 % Risk-free rate 0.70% - 2.82 % 0.61% - 2.82 % Term of options 5 - 10 5 - 10 Stock price $ 0.05 $ 0.05 ● Expected term ● Expected volatility. ● Risk-free interest rate ● Expected dividend In addition to the assumptions used in the Black-Scholes option-pricing model, the Company also estimates a forfeiture rate to calculate the stock-based compensation for the Company’s equity awards. The Company will continue to use judgement in evaluating the expected volatility, expected terms and forfeiture rates utilized for the Company’s stock-based compensation calculations on a prospective basis. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14 – RELATED PARTY TRANSACTIONS The Company had a secured note payable to Mr. Garrett Gruener, its investor, with a balance of $1,000,000 at June 25, 2021 and December 31, 2020. The note and related accrued interest of $603,778 were exchanged for an equal amount of Convertible Equity in the June 25, 2021 financing. As a result of the exchange as part of the merger, the Company issued a senior secured convertible note to Mr. Garrett Gruener, its investor, with a principal amount of $1,603,778 and 134,771,261 2-year warrants exercisable at $0.0119. As an incentive to enter into the agreement, the noteholder was also granted 134,771,261 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a loss on modification of debt of $2,385,204. As of June 30, 2021, the note balance was $1,603,778 (see Note 6). The Company had convertible notes payable to: Mr. Gruener, its investor, with a total balance of $6,182,000 as of December 31, 2020; Mr. Fiddler, its investor, with a total balance of $950,000 as of December 31, 2020; and Mr. Ludvigson, its Chief Executive Officer, with a total balance of $175,000 as of December 31, 2020. See Note 6 for detailed disclosure of this related party debt, including interest rates, terms of conversion and other repayment terms. The notes and accrued interest were exchanged for Preferred Series C shares as part of the merger. The Company had accrued salary payable to Mr. Ludvigson, its Chief Executive Officer, with a total balance of $50,000 and $50,000 as of June 30,2021 and December 31, 2020, respectively. Included in the account payable and accrued expenses at June 30, 2021 and December 31, 2020 are amounts due shareholders, officers and directors of the Boston Therapeutics in the amounts of $118,707 and $0, respectively. The summary of related party balances as of June 30, 2021 and December 31, 2020: June 30, December 31, Account payable and accrued expenses, related party: Mr. Ludvigson 50,000 50,000 Loraine Upham 11,995 - David Platt 4,399 - S. Colin Neill 73,750 - Stephen A. Spanos 2,450 - Upham Bioconsulting, LLC 6,113 - Uphambc Consulting 20,000 - $ 168,707 $ 0 Accrued interest, related party: Mr. Gruener 0 1,667,203 Mr. Fiddler 0 127,788 Mr. Ludvigson 0 15,241 $ 0 $ 1,810,232 Notes payable, related party – net of current portion: Mr. Gruener 0 7,182,000 Mr. Fiddler 0 950,000 Mr. Ludvigson 0 175,000 $ 0 $ 8,307,000 Senior Secured Convertible note, related party: Mr. Gruener 1,603,778 - $ 1,603,778 $ 0 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 – INCOME TAXES The Company accounts for income taxes in accordance with standards of disclosure propounded by the FASB, and any related interpretations of those standards sanctioned by the FASB. Accordingly, deferred tax assets and liabilities are determined based on differences between the consolidated financial statement and tax bases of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. Due to the uncertainty as to the utilization of net operating loss carry forwards, a valuation allowance has been made to the extent of any tax benefit that net operating losses may generate. At the date the financial statements were available to be issued, the federal and state income tax returns for the year ended December 31, 2020 have not been filed by the company. As of December 31, 2019, the Company has federal and state net operating loss carryforward of approximately 91.0 million and $ 55,7 The ultimate realization of our deferred tax asset is dependent, in part, upon the tax laws in effect, our future earnings, and other events. As of June 30, 2021 and December 31, 2020, we recorded a 100% allowance against our deferred tax asset since we were unable to conclude that it is more likely than not that our deferred tax asset will be realized. The company’s major tax jurisdictions are the United States and California. All of the Company’s tax years will remain open three and four years for examination by the Federal and state tax authorities, respectively, from the date of utilization of the net operating loss. As of December 31, 2020, the tax years beginning after 2017 and 2016 remain subject to examination by US Federal and Californian authorities. However, net operating losses carried forward are subject to examination in the tax year utilized. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | NOTE 16 – EMPLOYEE BENEFIT PLAN The company established a 401(k) tax deferred saving plan, which permits participants to make contributions by salary deduction pursuant to Section401(k) of the Internal Revenue Code. The Company may, at its discretion, make matching contributions to the plan. The Company is responsible for administrative cost of the Plan. As of June 30, 2021, the Company has made no contributions to the plan since its inception. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS In conjunction with the merger, Boston Therapeutics entered into a Convertible Equity arrangement to issue $8.3 million in secured Notes for a related a net cash investment of $5.8 million. The Company has received $4.5 million of net cash to date and expects to receive the remaining $1.3 million in the Third Quarter of 2021. Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 as of the date of the report, and believes there are no additional subsequent events to report. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and these differences may be material. The more significant estimates and assumptions by management include among others: recoverability of long-lived assets, accrued liabilities, the valuation allowance of deferred tax assets resulting from net operating losses and the valuation of the Company’s common stock, preferred stock, warrants and options on the Company’s common stock. |
Revenue Recognition | Revenue Recognition Revenues are derived from three sources: ● Net product sales, ● R&D revenue, and ● License and Royalty revenue The Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under Accounting Standards Update (“ASU”) 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation. Product Revenue Revenue from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon tendering the product to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred because the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. Freight and distribution activities on products are performed when the customer obtains control of the goods. The Company has made an accounting policy election to account for shipping and handling activities that occur either when or after goods are tendered to the customer as a fulfillment activity, and therefore recognizes freight and distribution expenses in cost of product sales. The Company excludes certain taxes from the transaction price (e.g., sales, value added and some excise taxes). The Company’s contracts with customers may include promises to transfer products or services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require judgment to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. SSP is directly observable, and the Company can use a range of amounts to estimate SSP, as it sells products and services separately, and can determine whether there is a discount to be allocated based on the relative SSP of the various products and services, for the various geographies. The Company’s payment terms vary by the type and location of the Company’s customer and products or services offered. Payment terms differ by jurisdiction and customer, but payment is generally required in a term ranging from 30 to 60 days from date of shipment or satisfaction of the performance obligation. From time to time the Company may receive prepayment from customers for products to be manufactured or component materials to be procured and shipped in future dates. Customer payments in advance of the applicable performance obligation are deferred and recognized when the product has been tendered to the customer. R&D Revenue All contracts with customers are evaluated under the five-step model described above. The company recognizes income from R&D milestone-based contracts when those milestones are reached and non-milestone contracts and grants when earned. These projects are invoiced after expenses are incurred. Any projects or grants funded in advance are deferred until earned. License and Royalty Revenues The Company receives royalty revenue on sales by its licensee of products covered under patents that the Company owns. License Revenues are recorded based on the achievement of contract milestones. Royalty revenue is based on estimates of the sales that occurred during the relevant period as a component of license and royalty revenue. The relevant period estimates of sales are based on interim data provided by the licensee and analysis of historical royalties that have been paid to the Company, adjusted for any changes in facts and circumstances, as appropriate. Differences between actual and estimated royalty revenue are adjusted for in the period in which they become known, typically the following quarter. Historically, the Company has not recorded any royalty revenue and has not received any royalties from its licensee. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the Consolidated Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. As of June 30, 2021, the Company places all of its cash and with one financial institution. Such funds are insured by The Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Cash balances could exceed insured amounts at any given time; however, the Company has not experienced any such losses. At June 30, 2021 and December 31, 2020 there were no cash equivalents. |
Allowances for Sales Returns and Doubtful Accounts | Allowances for Sales Returns and Doubtful Accounts The allowance for sales returns is based on the Company’s estimates of potential future product returns and other allowances related to current period product revenue. The Company analyzes historical returns, current economic trends and changes in customer demand and acceptance of the Company’s products. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts and the aging of the related invoices, and represents the Company’s best estimate of probable credit losses in its existing trade accounts receivable. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. We determined that no allowances for sales returns and doubtful accounts were required at June 30, 2021 and December 31, 2020. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost and depreciated or amortized using a straight-line basis over the estimated useful lives of assets, as follows: Computer equipment 3 years Office furniture and equipment 5 years Laboratory equipment 4 years Manufacturing equipment 5 years Leasehold improvements are depreciated over the shorter of their estimated useful lives or the term of the respective lease on a straight line basis. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach that recognizes deferred tax assets and liabilities based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company follows a more-likely than -not threshold for financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The company assesses the realizability of its net deferred tax assets on an annual basis. If, after considering all relevant positive and negative evidence, it is more likely than not that some portion or all of the net deferred tax assets will not be realized, the Company will reduce the net deferred tax assets by a valuation allowance. The realization of the net deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. The Company has no uncertain tax positions at any of the dates presented. |
Foreign Currency Translation | Foreign Currency Translation The Company derives a portion of its revenue from foreign countries, but customers pay in U.S. Dollars. Therefore, no adjustments are required in the accompanying consolidated financial statements for foreign currency transactions. |
Research and Development Costs | Research and Development Costs The Company expenses the cost of research and development as incurred. Research and development expenses comprise costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other externa costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather when payment is made, in accordance with ASC 730, Research and Development |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs ( Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company had no assets or liabilities which were measured at fair value on a nonrecurring basis during the reporting periods. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with current accounting standards, certain assets and liabilities must be measured at fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. ASC 820 requires that certain assets and liabilities must be measured at fair value, and the standard details the disclosures that are required for items measured at fair value. The Company had no assets and liabilities required to be measured on a recurring basis at June 30, 2021 and December 31, 2020. The current assets and current liabilities reported on the Company’s balance sheets are estimated by management to approximate fair market value due to their short-term nature. |
Employee Stock-based Compensation | Employee Stock-based Compensation Stock-based compensation issued to employees and members of the Company’s Board of Directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis. For purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, the Company uses these estimates as variables in the Black-choles option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in the Company’s Statements of Operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on the Company’s financial statements. |
Stock-Based Compensation Issued to Non-employees | Stock-Based Compensation Issued to Non-employees Common stock issued to non-employees for acquiring goods or providing services is recognized at fair value when the goods are obtained or over the service period, which is generally the vesting period. If the award contains performance conditions, the measurement date of the award is the earlier of the date at which a commitment for performance by the non-employee is reached or the date at which performance is reached. A performance commitment is reached when performance by the non-employee is probable because of sufficiently large disincentives for nonperformance. |
Earnings per Share | Earnings per Share The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average common stock equivalents which would arise from the exercise of stock options, warrants, convertible preferred stock and other rights during the period. For the period ended June 30, 2021, the diluted weighted average number of shares is the same as the basic weighted average number of shares as the inclusion of any common stock equivalents would be anti-dilutive. |
Recent Accounting Pronouncements Affecting the Company: | Recent Accounting Pronouncements Affecting the Company: Recently Adopted In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” The accounting guidance sets out a five-step approach to revenue recognition. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. The Company adopted the ASU 2014-09 (Topic 606) effective January 1, 2019. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842),” which amends existing accounting standards for leases. The ASU requires lessees to recognize most leases on their balance sheet as a lease liability with a corresponding right-of-use asset. Right-of-use assets and lease liabilities are recorded at the present value of minimum lease payments. The Company adopted the ASU effective January 1, 2019. We recognized a $121,838 right-of-use asset and $163,223 related lease liability as of June 30, 2021 and $232,065 right-of-use asset and $313,146 related lease liability as of December 31, 2020 for our operating lease. For our operating lease, the asset is included in other long-term assets on the balance sheet and is amortized within operating income over the lease term. The long-term component of the lease liability is included in other long-term liabilities, net, and the current component is included in other current liabilities. See Note 8 for further details regarding Nanomix’s leases. ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. This guidance had no effect on the Company’s consolidated financial statements upon adoption in 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment | Computer equipment 3 years Office furniture and equipment 5 years Laboratory equipment 4 years Manufacturing equipment 5 years |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue [Abstract] | |
Schedule of table disaggregates total revenues | Six-Months ended June 30, June 30, Net Product sales $ - $ 47,904 R&D revenue - - Government grant income 141,778 311,091 License and royalty revenue - - $ 141,778 $ 358,995 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | As of As of 2021 2020 Computer Equipment &Office Equipment $ 20,730 $ 16,511 Lab Equipment 294,578 294,578 Manufacturing Equipment 140,792 113,393 Furniture and fixtures 14,370 14,370 Leasehold Improvements 20,232 20,232 Total property and equipment 490,702 459,084 Accumulated depreciation (410,949 ) (393,472 ) Total property and equipment, net of accumulated depreciation $ 79,753 $ 65,612 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of preferred stock by series | Convertible Preferred Stock Issued and Issue price Outstanding value Series AA (Authorized: 1,045,650): 1,045,650 $ 1.15 $ 1,202,497.50 Series BB (Authorized: 22,120,639): 22,120,639 0.08111 1,794,205.03 Series CC (Authorized: 13,761,489): 13,761,489 0.46175 6,354,367.55 Series DD (Authorized: 45,000,000): 33,790,975 0.61971 20,940,605.12 Series EE-1 (Authorized: 17,000,000): 14,030,343 0.32276 4,528,433.51 Series EE-2 (Authorized: 18,000,000): 16,265,953 0.32276 5,249,998.99 101,015,049 $ 40,070,107.70 |
Schedule of converted preferred stock | Convertible Preferred Stock Preferred Conversion Common Series AA: 1,045,650 1.2220 1,277,784 Series BB: 22,120,639 1.0000 22,120,639 Series CC: 13,761,489 1.0823 14,894,060 Series DD: 33,790,975 1.1377 38,443,992 Series EE-1: 14,030,343 1.0000 14,030,343 Series EE-2: 16,265,953 1.0000 16,265,953 Total Preferred Stock: 101,015,049 107,032,771 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of financial information associated with our lease | Balance Sheet June 30, December 31, Classification 2021 2020 Right-of-use assets Other long-term assets $ 121,838 $ 232,065 Current lease liabilities Other current liabilities 163,223 313,146 Non-current lease liabilities Other long-term liabilities 0 0 As of June 30, 2021, our maturities of our lease liability are as follows: 2021 $ 170,480 Total $ 170,480 Less: Imputed interest -7,257 Present value of lease liabilities $ 163,223 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of warrants outstanding | Weighted Warrants Exercise Outstanding at December 31, 2020 11,627,995 $ 0.01 Granted with exercise price $0.01 708,754 0.01 Exercised/Expired/Forfeited - Outstanding at June 4, 2021 12,336,749 $ 0.01 Converted during merge 363,457,686 0.000339427 BTHE warrants 38,458,320 Granted after merge 596,956,135 0.01190 Exercised/Expired/Forfeited - Outstanding at June 30, 2021 998,872,141 0.00724 Exercisable at June 30, 2021 998,872,141 $ 0.00724 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Total Weighted Weighted Options Exercise Intrinsic Remaining Outstanding at December 31, 2020 14,335,000 $ 0.04 $ 0.01 6.81 Granted 1,530,000 0.05 - 8.67 Exercised/Expired/Forfeited (695,000 ) (0.05 ) - - Outstanding at June 30, 2021 15,170,000 $ 0.04 $ 0.01 5.81 Exercisable at June 30, 2021 12,126,273 $ 0.04 $ 0.01 4.70 Expected to be vested 3,043,727 $ 0.05 $ 0.00 7.86 |
Warrants and Options Valuation
Warrants and Options Valuation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Warrants And Options Valuation [Abstract] | |
Schedule of Black-Scholes option-pricing method | For the period ended June 30, June 30, Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 54.97% - 127.15 % 54.97% - 121.02 % Risk-free rate 0.70% - 2.82 % 0.61% - 2.82 % Term of options 5 - 10 5 - 10 Stock price $ 0.05 $ 0.05 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | June 30, December 31, Account payable and accrued expenses, related party: Mr. Ludvigson 50,000 50,000 Loraine Upham 11,995 - David Platt 4,399 - S. Colin Neill 73,750 - Stephen A. Spanos 2,450 - Upham Bioconsulting, LLC 6,113 - Uphambc Consulting 20,000 - $ 168,707 $ 0 Accrued interest, related party: Mr. Gruener 0 1,667,203 Mr. Fiddler 0 127,788 Mr. Ludvigson 0 15,241 $ 0 $ 1,810,232 Notes payable, related party – net of current portion: Mr. Gruener 0 7,182,000 Mr. Fiddler 0 950,000 Mr. Ludvigson 0 175,000 $ 0 $ 8,307,000 Senior Secured Convertible note, related party: Mr. Gruener 1,603,778 - $ 1,603,778 $ 0 |
The Company and Nature of Bus_2
The Company and Nature of Business (Details) | Feb. 12, 2018shares | Nov. 10, 2010shares | Jan. 26, 2021shares | Jun. 30, 2021shares | Jun. 04, 2021shares |
The Company and Nature of Business (Details) [Line Items] | |||||
Common stock shares issued | 35,316,768 | ||||
Common stock outstanding percentage | 80.00% | ||||
Series C convertible preferred stock | 101,015,049 | ||||
RSU [Member] | |||||
The Company and Nature of Business (Details) [Line Items] | |||||
Exercisable shares of common stock | 6,070,842 | ||||
Agreement and Plan of Merger [Member] | Boston Therapeutics, Inc. [Member] | |||||
The Company and Nature of Business (Details) [Line Items] | |||||
Common stock shares issued | 4,000,000 | ||||
Common stock outstanding percentage | 100.00% | ||||
Contribution Agreement [Member] | CureDM Group Holdings, LLC [Member] | |||||
The Company and Nature of Business (Details) [Line Items] | |||||
Common stock shares issued | 47,741,140 | ||||
Number of shares issued at time of delivered | 25,000,000 | ||||
Number of shares issued at time of milestones | 22,741,140 | ||||
Number of tranches for delivered | Tranches | 4 | ||||
Number of shares issued per tranches | 5,685,285 | ||||
Common Stock [Member] | |||||
The Company and Nature of Business (Details) [Line Items] | |||||
Common stock shares issued | 813,125 | ||||
Exercisable shares of common stock | 2,100,911 | ||||
Series C Convertible Preferred Stock [Member] | |||||
The Company and Nature of Business (Details) [Line Items] | |||||
Series C convertible preferred stock | 1,000,000 |
Basis of presentation (Details)
Basis of presentation (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||
Net losses | $ 4.8 | $ 3.2 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Funds insured | $ 250,000 | |
Right-of-use asset | 121,838 | $ 232,065 |
Related lease liability | $ 163,223 | $ 313,146 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment | 6 Months Ended |
Jun. 30, 2021 | |
Computer equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Office furniture and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Laboratory equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 4 years |
Manufacturing equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Revenue (Details)
Revenue (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Revenue [Abstract] | ||
Unearned advanced revenues | $ 293,523 | $ 188,741 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of table disaggregates total revenues - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 141,778 | $ 358,995 |
Net Product sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 47,904 | |
R&D revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | ||
Government grant income [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 141,778 | 311,091 |
License and royalty revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 17,476 | $ 12,347 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of property and equipment [Abstract] | ||
Computer Equipment &Office Equipment | $ 20,730 | $ 16,511 |
Lab Equipment | 294,578 | 294,578 |
Manufacturing Equipment | 140,792 | 113,393 |
Furniture and fixtures | 14,370 | 14,370 |
Leasehold Improvements | 20,232 | 20,232 |
Total property and equipment | 490,702 | 459,084 |
Accumulated depreciation | (410,949) | (393,472) |
Total property and equipment, net of accumulated depreciation | $ 79,753 | $ 65,612 |
Notes Payable and Convertible_2
Notes Payable and Convertible Notes Payable (Details) - USD ($) | Jun. 04, 2021 | May 05, 2020 | Mar. 02, 2015 | Dec. 13, 2013 | Jun. 30, 2013 | Jun. 29, 2013 | May 07, 2012 | Dec. 31, 2011 | Jun. 25, 2021 | May 31, 2018 | Sep. 30, 2016 | Aug. 31, 2016 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 03, 2021 |
Notes Payable and Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Outstanding notes | $ 10,639,615.96 | $ 297,820 | |||||||||||||||
Advance from related party | $ 302,500 | $ 850,000 | |||||||||||||||
Proceeds from promissory notes | $ 410,000 | $ 250,000 | |||||||||||||||
License agreement years | 7 years | ||||||||||||||||
Note payable marketing, description | ●A marketing fee of $850,000, for development of video content and an electronic press kit which will be used ongoing to support product marketing. This fee is paid with a promissory note of $450,000 and a number of shares of stock of the Company valued at $400,000, based on the closing price on the day prior to the effective date; ●Quarterly fees for the first two years of up to $100,000 and issuance of 100,000 shares each quarter, based on sales volumes. The Company has the right to make all the stock payments in cash; and ●a royalty of 5% of the gross licensed marks sales up to $10,000,000, 7.5% royalty on sales from $10,000,000 to $50,000,0000 and 10% on sales over $50,000,000,payable monthly as well as a 1% of all revenue for all Company products as of the date hereof. The Note Payable of $450,000 bears interest at 8% and matures December 31, 2019, unless the Company raises $750,000 through Level Brands prior to that date in which case the Note is to be repaid in full including accrued interest. Accrued interest at June 30, 2021 and December 31, 2020 totaled $108,493 and $0, respectively. | ||||||||||||||||
Issued common stock | $ 400,000 | ||||||||||||||||
Accrued expenses | 400,000 | ||||||||||||||||
Related parties | $ 610,000 | ||||||||||||||||
Dr David Platt [Member] | |||||||||||||||||
Notes Payable and Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Advance from related party | $ 257,820 | ||||||||||||||||
Interest rate | 6.50% | ||||||||||||||||
Dr David Platt [Member] | Promissory Note [Member] | |||||||||||||||||
Notes Payable and Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Advance from related party | $ 20,000 | ||||||||||||||||
Interest rate | 6.50% | ||||||||||||||||
Proceeds from promissory notes | $ 40,000 | ||||||||||||||||
Notes payable [Member] | |||||||||||||||||
Notes Payable and Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Notes payable, description | On March 2, 2015, the Board of Directors voted to reduce the amount that Dr. Platt was required to reimburse the Company to $82,355 and to offset this amount against interest accrued in respect of the outstanding note payable to Dr. Platt. In addition, the Board determined that Dr. Platt would be charged interest related to the $182,697 indemnification payment since funds were received by Dr. Platt in July 2014. The Board of Directors concluded the foregoing constituted complete satisfaction of Dr. Platt’s indemnification by the Company. Accordingly, the Company recorded the reduction in accrued interest through equity during the year ended December 31, 2015. As of December 31, 2020 and December 31, 2019, the balance of the notes payable to Dr. Platt totaled $277,821 and are included Notes payable | In December 2013, the Board of Directors agreed to indemnify Dr. Platt for legal costs incurred in connection with an arbitration (now concluded) initiated before the American Arbitration Association by Galectin Therapeutics, Inc. (formerly named Pro-Pharmaceuticals, Inc.) for which Dr. Platt previously served as CEO and Chairman. Galectin sought to rescind or reform the Separation Agreement entered into with Dr. Platt upon his resignation from Galectin to remove a $1.0 million milestone payment which Dr. Platt asserted he was entitled to receive and to be repaid all separation benefits paid to Dr. Platt. The Company initially capped the amount for which it would indemnify Dr. Platt at $150,000 in December 2013 and Dr. Platt agreed to reimburse the indemnification amounts paid by the Company should he prevail in the arbitration. The Board decided to indemnify Dr. Platt after considering a number of factors, including the scope of the Company’s existing indemnification obligations to officers and directors and the potential impact of the arbitration on the Company. In May 2014, the Board approved a $50,000 increase in indemnification support, solely for the payment of outside legal expenses. The Company recorded a total of $182,697 in costs associated with Dr. Platt’s indemnification, of which $119,401 was expensed in the year ended December 31, 2013 and of which $63,296 was expensed in the year ended December 31, 2014. In July 2014, the arbitration was concluded in favor of Dr. Platt, confirming the effectiveness of the separation agreement and payment was made to Dr. Platt in July 2014. On March 2, 2015, the Board of Directors voted to reduce the amount that Dr. Platt was required to reimburse the Company to $82,355 and to offset this amount against interest accrued in respect of the outstanding note payable to Dr. Platt. | |||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||
Notes Payable and Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Stock Issued | $ 8,700,000 | ||||||||||||||||
Related parties | $ 7,700,000 | ||||||||||||||||
Interest rate | 15.00% | ||||||||||||||||
Warrant interest rate | 30.00% | ||||||||||||||||
Special preferred stock | $ 0.32276 | ||||||||||||||||
Notes convert, per share (in Dollars per share) | $ 0.10759 | ||||||||||||||||
Accrued interest | 1,960,116 | 1,429,327 | |||||||||||||||
Paycheck Protection Program [Member] | |||||||||||||||||
Notes Payable and Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||
Accrued interest | 4,639 | 2,636 | |||||||||||||||
Cost | $ 402,154 | ||||||||||||||||
Interest rate | 25.00% | ||||||||||||||||
CJY Holdings Ltd [Member] | |||||||||||||||||
Notes Payable and Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Notes payable | $ 270,000 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Accrued interest | $ 9,889 | 0 | |||||||||||||||
Convertible Debt [Member] | |||||||||||||||||
Notes Payable and Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt face amount | $ 1,600,000 | $ 1,600,000 | |||||||||||||||
Proceeds from issuance of convertible notes payable | $ 1,327,300 | $ 1,327,300 | |||||||||||||||
Convertible Debentures [Member] | |||||||||||||||||
Notes Payable and Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Description of conversion feature | The Convertible Debentures have a stated interest rate of 6% per annum payable quarterly beginning June 30, 2017 and were due two years from the date of issuance, the latest due September 15, 2018 and are convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $0.075 with certain anti-dilutive (reset) provisions and are subject to forced conversion if either i) the volume weighted average common stock price for each of any 10 consecutive trading days equals or exceeds $0.50, or (ii) the Company’s elects to lists a class of securities on a national securities exchange. | ||||||||||||||||
Outstanding notes | $ 200,000 | ||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||
Notes Payable and Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Convertible note payable, description | On June 4,2021 as a part of merger, the principal amount and accrued interest were converted into 98,890,380 shares of Common Stock, fully converting the notes and accrued interest as of 06/30/2021. | ||||||||||||||||
Senior Notes [Member] | |||||||||||||||||
Notes Payable and Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Accrued interest | $ 603,778 | $ 510,444 | |||||||||||||||
Secured notes payable | $ 1,000,000 | ||||||||||||||||
Note payable and senior secured convertible notes, description | On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date, this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement, the noteholder was also granted 134,771,261 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a loss on modification of debt of $2,385,204. As of June 30, 2021, the note balance was $1,603,778.On June 25, 2021, the Company and Gold Blaze Limited Vistra Corporate Services entered into exchange agreement, where the company issued the Gold Blaze Limited Vistra Corporate Services Senior Secured Convertible Note in the principal amount of $500,000 with a maturity date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date, this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement, the noteholder was also granted 42,016,807 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a discount from the beneficial conversion feature totaling $500,000. As of June 30, 2021, the note was shown net of unamortized discount of $0. In June 25, 2021, the Company issued a Senior Secured Convertible Note to HT Investment MA LLC for a principal amount $5.0 million and maturity date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date, this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement, the noteholder was also granted 420,168,067 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a discount from the beneficial conversion feature totaling $4,500,000. Funds received were $4,500,000 net of an original issue discount of $ | ||||||||||||||||
Senior Notes [Member] | Senior Secured Convertible Note [Member] | |||||||||||||||||
Notes Payable and Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Note payable and senior secured convertible notes, description | On June 25, 2021, the Company and the $1.0 secured million note payable Holder entered into exchange agreement, whereby the company issued the Holder a Senior Secured Convertible Note in the principal amount of $1,603,778 with a maturity date of June 18, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date, this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement, the noteholder was also granted 134,771,261 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a loss on modification of debt of $2,385,204. As of June 30, 2021, the note balance was $1,603,778. On June 25, 2021, the Company and Gold Blaze Limited Vistra Corporate Services entered into exchange agreement, where the company issued the Gold Blaze Limited Vistra Corporate Services Senior Secured Convertible Note in the principal amount of $500,000 with a maturity date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date, this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement, the noteholder was also granted 42,016,807 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a discount from the beneficial conversion feature totaling $500,000. As of June 30, 2021, the note was shown net of unamortized discount of $0. In June 25, 2021, the Company issued a Senior Secured Convertible Note to HT Investment MA LLC for a principal amount $5.0 million and maturity date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. | ||||||||||||||||
Senior Notes [Member] | Gold Blaze Limited Vistra Corporate [Member] | |||||||||||||||||
Notes Payable and Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Note payable and senior secured convertible notes, description | On June 25, 2021, the Company and Gold Blaze Limited Vistra Corporate Services entered into exchange agreement, where the company issued the Gold Blaze Limited Vistra Corporate Services Senior Secured Convertible Note in the principal amount of $500,000 with a maturity date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date, this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement, the noteholder was also granted 42,016,807 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a discount from the beneficial conversion feature totaling $500,000. As of June 30, 2021, the note was shown net of unamortized discount of $0. In June 25, 2021, the Company issued a Senior Secured Convertible Note to HT Investment MA LLC for a principal amount $5.0 million and maturity date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date, this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement, the noteholder was also granted 420,168,067 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a discount from the beneficial conversion feature totaling $4,500,000. Funds received were $4,500,000 net of an original issue discount of $500,000. As of June 30, 2021, the note was shown net of unamortized discount of $0. |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Jun. 04, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Commitments and Contingencies (Details) [Line Items] | |||
Convertible shares | 1,000 | ||
Capitalized Contract Cost, Net (in Dollars) | $ 569,647 | ||
Amount received (in Dollars) | 569,467 | ||
Other Selling, General and Administrative Expense (in Dollars) | $ 138,712 | $ 127,989 | |
Nanomix [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Preferred stock convert into common stock | 35,316,768 | ||
Preferred Stock [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Convertible shares | 101,015,049 | ||
Common Stock [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Convertible shares | 107,032,771 | ||
Series B Preferred Stock [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Convertible shares | 1,000,000 | ||
Series B preferred stock stated value (in Dollars per share) | $ 1 | ||
Series B Preferred Stock outstanding | 963,964 | ||
Series C Convertible Preferred Stock [Member] | Nanomix [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Shares issued | 1,000,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of preferred stock by series | Jun. 30, 2021USD ($)$ / sharesshares |
Conversion of Stock [Line Items] | |
Issued and outstanding shares | shares | 101,015,049 |
Issue price | $ / shares | $ 0.001 |
Outstanding value | $ | $ 40,070,107.70 |
Series AA (Authorized: 1,045,650): [Member] | |
Conversion of Stock [Line Items] | |
Issued and outstanding shares | shares | 1,045,650 |
Issue price | $ / shares | $ 1.15 |
Outstanding value | $ | $ 1,202,497.50 |
Series BB (Authorized: 22,120,639): [Member] | |
Conversion of Stock [Line Items] | |
Issued and outstanding shares | shares | 22,120,639 |
Issue price | $ / shares | $ 0.08111 |
Outstanding value | $ | $ 1,794,205.03 |
Series CC (Authorized: 13,761,489): [Member] | |
Conversion of Stock [Line Items] | |
Issued and outstanding shares | shares | 13,761,489 |
Issue price | $ / shares | $ 0.46175 |
Outstanding value | $ | $ 6,354,367.55 |
Series DD (Authorized: 45,000,000): [Member] | |
Conversion of Stock [Line Items] | |
Issued and outstanding shares | shares | 33,790,975 |
Issue price | $ / shares | $ 0.61971 |
Outstanding value | $ | $ 20,940,605.12 |
Series EE-1 (Authorized: 17,000,000): [Member] | |
Conversion of Stock [Line Items] | |
Issued and outstanding shares | shares | 14,030,343 |
Issue price | $ / shares | $ 0.32276 |
Outstanding value | $ | $ 4,528,433.51 |
Series EE-2 (Authorized: 18,000,000): [Member] | |
Conversion of Stock [Line Items] | |
Issued and outstanding shares | shares | 16,265,953 |
Issue price | $ / shares | $ 0.32276 |
Outstanding value | $ | $ 5,249,998.99 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of converted preferred stock | Jun. 30, 2021shares |
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items] | |
Preferred stock shares Outstanding | 101,015,049 |
Common Stock Shares Outstanding | 107,032,771 |
Series AA: [Member] | |
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items] | |
Preferred stock shares Outstanding | 1,045,650 |
Conversion Ratio | 1.2220 |
Common Stock Shares Outstanding | 1,277,784 |
Series BB: [Member] | |
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items] | |
Preferred stock shares Outstanding | 22,120,639 |
Conversion Ratio | 1 |
Common Stock Shares Outstanding | 22,120,639 |
Series CC: [Member] | |
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items] | |
Preferred stock shares Outstanding | 13,761,489 |
Conversion Ratio | 1.0823 |
Common Stock Shares Outstanding | 14,894,060 |
Series DD: [Member] | |
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items] | |
Preferred stock shares Outstanding | 33,790,975 |
Conversion Ratio | 1.1377 |
Common Stock Shares Outstanding | 38,443,992 |
Series EE-1: [Member] | |
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items] | |
Preferred stock shares Outstanding | 14,030,343 |
Conversion Ratio | 1 |
Common Stock Shares Outstanding | 14,030,343 |
Series EE-2: [Member] | |
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items] | |
Preferred stock shares Outstanding | 16,265,953 |
Conversion Ratio | 1 |
Common Stock Shares Outstanding | 16,265,953 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of financial information associated with our lease - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of financial information associated with our lease [Abstract] | ||
Right-of-use assets | $ 121,838 | $ 232,065 |
Current lease liabilities | 163,223 | 313,146 |
Non-current lease liabilities | $ 0 | 0 |
2021 | 170,480 | |
Total | 170,480 | |
Less: Imputed interest | (7,257) | |
Present value of lease liabilities | $ 163,223 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | Jun. 04, 2021 | Jun. 30, 2021 | Feb. 11, 2021 | Jan. 26, 2021 | Jan. 25, 2021 | Dec. 31, 2020 | Jun. 30, 2013 |
Stockholders' Deficit (Details) [Line Items] | |||||||
Common stock shares authorized | 137,000,000 | 137,000,000 | |||||
Common stock par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | |||||
Common stock shares issued | 0 | 743,513 | |||||
Common stock shares outstanding | 207,479,789 | 0 | 743,513 | ||||
Shares issued | 603,125 | 210,000 | |||||
Exercise price per share (in Dollars per share) | $ 0.0354 | $ 0.01 | |||||
Convertible of preferred stock | 101,015,049 | ||||||
Conversion of shares | 107,032,771 | ||||||
Convertible of notes payable (in Dollars) | $ 10,639,615.96 | $ 297,820 | |||||
Acrued interest of shares common stock | 98,890,380 | ||||||
Conversion rate (in Dollars) | $ 0.10759 | ||||||
Common stock, shares issued | 916,914,554 | ||||||
Common stock, share outstanding | 916,914,554 | ||||||
Common stock, par value (in Dollars per share) | $ 0.001 | ||||||
Series C Preferred Stock [Member] | |||||||
Stockholders' Deficit (Details) [Line Items] | |||||||
Shares issued | 1,000,000 | ||||||
Convertible of preferred stock | 1,000,000 |
Warrants (Details)
Warrants (Details) - USD ($) | 6 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 25, 2021 | Dec. 14, 2020 | Jan. 03, 2020 | Sep. 01, 2018 | |
Warrants (Details) [Line Items] | ||||||
Purchase of aggregate shares | 8,067,441 | 134,771,261 | 600,000 | 569,308 | 3,100,000 | |
Exercise price, per share | $ 0.01 | $ 0.01190 | $ 0.01 | $ 0.01 | $ 0.01 | |
Warrants issuance | $ 33,154 | $ 48,605 | ||||
Issuance of warrants | $ 24,733 | |||||
Debt discount | $ 5,000,000 | |||||
Gold Blaze Limited [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Purchase of aggregate shares | 42,016,807 | |||||
Exercise price, per share | $ 0.01190 | |||||
HT Investments MA LLC [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Purchase of aggregate shares | 420,168,067 | |||||
Exercise price, per share | $ 0.01190 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of warrants outstanding - $ / shares | 1 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 03, 2021 | |
Schedule of warrants outstanding [Abstract] | ||
Warrants, Outstanding at beginning | 11,627,995 | |
Weighted Average Exercise Price, Outstanding at beginning | $ 0.01 | |
Warrants, Granted with exercise price $0.01 | 708,754 | |
Weighted Average Exercise Price, Granted with exercise price $0.01 | $ 0.01 | |
Warrants, Exercised/Expired/Forfeited | ||
Weighted Average Exercise Price, Exercised/Expired/Forfeited | ||
Warrants, Outstanding at end | 998,872,141 | 12,336,749 |
Weighted Average Exercise Price, Outstanding at end | $ 0.00724 | $ 0.01 |
Warrants, Exercisable at June 30, 2021 | 998,872,141 | |
Weighted Average Exercise Price, Exercisable at June 30, 2021 | $ 0.00724 | |
Warrants, Converted during merge | 363,457,686 | |
Weighted Average Exercise Price, Converted during merge | $ 0.000339427 | |
Warrants, BTHE warrants | 38,458,320 | |
Weighted Average Exercise Price, BTHE warrants | ||
Warrants, Granted after merge | 596,956,135 | |
Weighted Average Exercise Price, Granted after merge | $ 0.01190 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 30, 2020 | |
Stock-Based Compensation (Details) [Line Items] | ||||
Percentage of fair market value, description | The exercise price for each option is determined by the Board of Directors, but will be (i) in the case of an incentive stock option, (A) granted to an employee who, at the time of grant of such option, is a 10% Holder, no less than 110% of the fair market value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the date of grant; and (ii) in the case of a nonstatutory stock option, no less than 100% of the fair market value per share on the date of grant. | |||
Aggregate options share | 695,000 | |||
Options exercised or forfeited | $ 695,000 | |||
Remain outstanding | 15,170,000 | 14,335,000 | ||
Exercise price | $ 0.001 | |||
Options to purchase, common stock | 1,530,000 | |||
Options remain outstanding shares | 15,170,000 | |||
General and administrative expense | $ 59,094 | $ 41,119 | ||
Unrecognized compensation expense | $ 122,266 | |||
Term of weighted average period | 1 year 7 months 24 days | |||
Maximum [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Shares of common stock issued | 19,410,000 | |||
2010 Stock Plan [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Aggregate options share | 29,481,000 | |||
Options exercised or forfeited | $ 15,146,000 | |||
Remain outstanding | 14,335,000 | |||
2010 Stock Plan [Member] | Maximum [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Exercise price | $ 0.08 | |||
2010 Stock Plan [Member] | Minimum [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Exercise price | 0.01 | |||
Board of Directors Chairman [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Exercise price | $ 0.05 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock option activity - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Jun. 30, 2021 |
Schedule of stock option activity [Abstract] | ||
Options, Outstanding at begining (in Shares) | 14,335,000 | |
Weighted Average Exercise Price, Outstanding at Beginning Balance | $ 0.04 | |
Total Weighted Average Intrinsic Value, Outstanding at Beginning Balance | $ 0.01 | |
Remaining Life, Outstanding at Beginning Balance | 6 years 9 months 21 days | |
Options, Granted (in Shares) | 1,530,000 | |
Weighted Average Exercise Price, Granted | $ 0.05 | |
Total Weighted Average Intrinsic Value, Granted | ||
Remaining Life, Granted | 8 years 8 months 1 day | |
Options, Exercised/Expired/Forfeited (in Shares) | (695,000) | |
Weighted Average Exercise Price, Exercised/Expired/Forfeited | $ (0.05) | |
Total Weighted Average Intrinsic Value, Exercised/Expired/Forfeited | ||
Remaining Life, Exercised/Expired/Forfeited | ||
Options, Outstanding at ending (in Shares) | 15,170,000 | |
Weighted Average Exercise Price, Outstanding at ending | $ 0.04 | |
Total Weighted Average Intrinsic Value, Outstanding at ending | $ 0.01 | |
Remaining Life, Outstanding at ending | 5 years 9 months 21 days | |
Options, Exercisable at June 30, 2021 (in Shares) | 12,126,273 | |
Weighted Average Exercise Price, Exercisable at June 30, 2021 | $ 40,000 | |
Total Weighted Average Intrinsic Value, Exercisable at June 30, 2021 (in Dollars) | $ 10 | |
Remaining Life, Exercisable at June 30, 2021 | 4 years 8 months 12 days | |
Options, Expected to be vested (in Shares) | 3,043,727 | |
Weighted Average Exercise Price, Expected to be vested | $ 0.05 | |
Total Weighted Average Intrinsic Value, Expected to be vested | $ 0 | |
Remaining Life, Expected to be vested | 7 years 10 months 9 days |
Warrants and Options Valuatio_2
Warrants and Options Valuation (Details) - Schedule of Black-Scholes option-pricing method - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Warrants and Options Valuation (Details) - Schedule of Black-Scholes option-pricing method [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Stock price (in Dollars per share) | $ 0.05 | $ 0.05 |
Minimum [Member] | ||
Warrants and Options Valuation (Details) - Schedule of Black-Scholes option-pricing method [Line Items] | ||
Expected stock-price volatility | 54.97% | 54.97% |
Risk-free rate | 0.70% | 0.61% |
Term of options | 5 years | 5 years |
Maximum [Member] | ||
Warrants and Options Valuation (Details) - Schedule of Black-Scholes option-pricing method [Line Items] | ||
Expected stock-price volatility | 127.15% | 121.02% |
Risk-free rate | 2.82% | 2.82% |
Term of options | 10 years | 10 years |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 25, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 04, 2021 | Jun. 30, 2013 | |
Related Party Transactions (Details) [Line Items] | |||||
Secured note payable | $ 0 | $ 8,307,000 | |||
Related accrued interest | $ 603,778 | ||||
Convertible notes payable, total balance | $ 10,639,615.96 | $ 297,820 | |||
Note payable, description | the Company issued a senior secured convertible note to Mr. Garrett Gruener, its investor, with a principal amount of $1,603,778 and 134,771,261 2-year warrants exercisable at $0.0119. As an incentive to enter into the agreement, the noteholder was also granted 134,771,261 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a loss on modification of debt of $2,385,204. As of June 30, 2021, the note balance was $1,603,778 (see Note 6). | ||||
Accrued Expenses [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Due to related party | $ 118,707 | 0 | |||
Mr. Garrett Gruener [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Secured note payable | $ 1,000,000 | 1,000,000 | |||
Mr. Gruener [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Convertible notes payable, total balance | 6,182,000 | ||||
Mr. Fiddler [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Convertible notes payable, total balance | 950,000 | ||||
Chief Executive Officer [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Convertible notes payable, total balance | 175,000 | ||||
Accrued salary payable | $ 50,000 | $ 50,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related party transactions - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Account payable and accrued expenses, related party: | ||
Account payable and accrued expenses, related party | $ 168,707 | $ 0 |
Accrued interest, related party: | ||
Accrued interest, related party | 0 | 1,810,232 |
Notes payable, related party – net of current portion: | ||
Notes payable, related party – net of current portion | 0 | 8,307,000 |
Senior Secured Convertible note, related party: | ||
Senior Secured Convertible note, related party | 1,603,778 | 0 |
Mr. Ludvigson [Member] | ||
Account payable and accrued expenses, related party: | ||
Account payable and accrued expenses, related party | 50,000 | 50,000 |
Accrued interest, related party: | ||
Accrued interest, related party | 0 | 15,241 |
Notes payable, related party – net of current portion: | ||
Notes payable, related party – net of current portion | 0 | 175,000 |
Loraine Upham [Member] | ||
Account payable and accrued expenses, related party: | ||
Account payable and accrued expenses, related party | 11,995 | |
David Platt [Member] | ||
Account payable and accrued expenses, related party: | ||
Account payable and accrued expenses, related party | 4,399 | |
S. Colin Neill [Member] | ||
Account payable and accrued expenses, related party: | ||
Account payable and accrued expenses, related party | 73,750 | |
Stephen A. Spanos [Member] | ||
Account payable and accrued expenses, related party: | ||
Account payable and accrued expenses, related party | 2,450 | |
Upham Bioconsulting, LLC [Member] | ||
Account payable and accrued expenses, related party: | ||
Account payable and accrued expenses, related party | 6,113 | |
Uphambc Consulting [Member] | ||
Account payable and accrued expenses, related party: | ||
Account payable and accrued expenses, related party | 20,000 | |
Mr. Gruener [Member] | ||
Accrued interest, related party: | ||
Accrued interest, related party | 0 | 1,667,203 |
Notes payable, related party – net of current portion: | ||
Notes payable, related party – net of current portion | 0 | 7,182,000 |
Senior Secured Convertible note, related party: | ||
Senior Secured Convertible note, related party | 1,603,778 | |
Mr. Fiddler [Member] | ||
Accrued interest, related party: | ||
Accrued interest, related party | 0 | 127,788 |
Notes payable, related party – net of current portion: | ||
Notes payable, related party – net of current portion | $ 0 | $ 950,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryforward | $ 91 | ||
Future taxable income | $ 557 | ||
Allowance against deferred tax asset, percentage | 100.00% | 100.00% | |
Federal and state tax authorities, description | All of the Company’s tax years will remain open three and four years for examination by the Federal and state tax authorities, respectively, from the date of utilization of the net operating loss. |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Subsequent Events [Abstract] | |
Convertible notes payable | $ 8.3 |
Net cash investment | $ 5.8 |
Subsequent event, description | The Company has received $4.5 million of net cash to date and expects to receive the remaining $1.3 million in the Third Quarter of 2021. |