Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Registrant Name | BIORESTORATIVE THERAPIES, INC. |
Entity Central Index Key | 0001505497 |
Entity Primary SIC Number | 8099 |
Entity Tax Identification Number | 91-1835664 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 40 Marcus Drive |
Entity Address, Address Line Two | Suite One |
Entity Address, City or Town | Melville |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 11747 |
City Area Code | 631 |
Local Phone Number | 760-8100 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 40 Marcus Drive |
Entity Address, Address Line Two | Suite One |
Entity Address, City or Town | Melville |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 11747 |
City Area Code | 631 |
Local Phone Number | 760-8100 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | |||
Cash | $ 1,759,080 | $ 3,064,610 | $ 1,664 |
Accounts receivable | 15,000 | 17,000 | 32,000 |
Prepaid expenses | 54,764 | 105,407 | 35,199 |
Total Current Assets | 1,828,844 | 3,187,017 | 68,863 |
Equipment, net | 13,143 | 21,914 | 68,402 |
Right of use asset | 415,827 | 473,849 | 589,894 |
Intangible assets, net | 627,004 | 664,268 | 739,164 |
Total Assets | 2,884,818 | 4,347,048 | 1,466,323 |
Current Liabilities: | |||
Accounts payable | 97,692 | 118,851 | 1,954,427 |
Accrued expenses and other current liabilities | 713,064 | 718,259 | 2,921,164 |
Accrued interest | 376,364 | 49,307 | 697,658 |
Lease liability | 109,856 | 158,371 | 85,465 |
Notes payable, net of debt discount of $- and $1,247,422, respectively | 7,145,906 | ||
Derivative liabilities | 915,959 | ||
PPP loan payable | 29,411 | ||
Total Current Liabilities | 1,326,387 | 1,044,788 | 13,720,579 |
Lease liability, net of current portion | 362,949 | 363,519 | 521,890 |
Notes payable, net of debt discount of $5,366,869 | 4,783,834 | 4,270,233 | |
PPP loan payable, net of current portion | 220,589 | ||
Total Liabilities | 6,693,759 | 5,678,540 | 14,242,469 |
Commitments and Contingencies | |||
Stockholders’ Deficit: | |||
Preferred stock, $0.01 par value; Authorized, 20,000,000 shares; none issued and outstanding at December 31, 2020 and December 31, 2019 | |||
Common stock, $0.0001 par value; Authorized, 3,000,000,000 shares; Issued and outstanding 715,544 and 19,463, respectively | 84 | 72 | 2 |
Additional paid in capital | 105,749,733 | 88,511,269 | 65,793,998 |
Accumulated deficit | (109,558,758) | (89,842,833) | (78,570,146) |
Total Stockholders’ Deficit | (3,808,941) | (1,331,492) | (12,776,146) |
Total Liabilities and Stockholders’ Deficit | $ 2,884,818 | $ 4,347,048 | $ 1,466,323 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Notes payable non current, debt discount | $ 4,542,205 | $ 5,366,869 | |
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 300,000,000,000 | 300,000,000,000 | |
Common stock, shares issued | 836,945 | 19,463 | 19,463 |
Common stock, shares outstanding | 836,945 | 19,463 | 19,463 |
Notes payable current, debt discount | $ 1,247,422 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Revenues | $ 15,000 | $ 19,000 | $ 33,000 | $ 45,000 | $ 77,000 | $ 130,000 |
Operating expenses: | ||||||
Marketing and promotion | 6,220 | 6,123 | 8,820 | 28,131 | 28,281 | 321,280 |
Consulting | 1,648 | 33,589 | 10,037 | 67,601 | 137,250 | 1,912,683 |
Research and development | 160,898 | 261,553 | 326,152 | 447,881 | 876,829 | 1,722,338 |
General and administrative | 3,401,497 | 179,323 | 18,297,910 | 781,964 | 1,786,716 | 4,605,704 |
Total operating expenses | 3,570,263 | 480,588 | 18,642,919 | 1,325,577 | 2,829,076 | 8,562,005 |
Loss from operations | (3,555,263) | (461,588) | (18,609,919) | (1,280,577) | (2,752,076) | (8,432,005) |
Other expense: | ||||||
Interest expense | (507,332) | (24,168) | (1,106,006) | (1,376,620) | (362,041) | (1,467,952) |
Amortization of debt discount | (742,534) | (1,066,526) | (742,534) | (1,066,526) | (1,278,105) | (3,671,087) |
Loss on extinguishment of notes payable, net | (658,152) | (658,152) | (1,895,116) | |||
Change in fair value of derivative liabilites | (2,141,069) | (2,141,069) | 788,970 | |||
Reorganization items, net | 3,361,416 | 781,306 | (4,081,245) | |||
Other income | 29,300 | |||||
Total other expense | (507,332) | 3,337,248 | (1,106,006) | (3,394,535) | (8,520,611) | (6,215,885) |
Net loss | $ (4,062,595) | $ 2,875,660 | $ (19,715,925) | $ (4,675,112) | $ (11,272,687) | $ (14,647,890) |
Net Loss Per Share | ||||||
- Basic and Diluted | $ (5.10) | $ 7.21 | $ (25.84) | $ (14.64) | $ (28.56) | $ (2,630.25) |
Weighted Average Number of Common Shares Outstanding | ||||||
- Basic and Diluted | 795,877 | 398,663 | 763,085 | 319,341 | 394,705 | 5,569 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2018 | $ 55,281,218 | $ (63,922,256) | $ (8,641,038) | |
Balance, shares at Dec. 31, 2018 | 2,932 | |||
Shares and warrants issued for cash | 254,912 | 254,912 | ||
Shares and warrants issued for cash, shares | 1,416 | |||
Shares issued in exchange for notes payable and accrued interest | $ 2 | 5,721,358 | 5,721,360 | |
Shares issued in exchange for notes payable and accrued interest, shares | 15,074 | |||
Shares issued in satisfaction of accrued consulting services | 7,200 | 7,200 | ||
Shares issued in satisfaction of accrued consulting services, shares | 2 | |||
Shares issued and recorded as debt discount in connection with a note payable issuances and extensions | 61,220 | 61,220 | ||
Shares issued and recorded as debt discount in connection with a note payable issuances and extensions, shares | 20 | |||
Reclassification of derivative liabilities to equity | 2,809,565 | 2,809,565 | ||
Shares issued in satisfaction of bankruptcy allowable claims | ||||
Stock-based compensation: | ||||
- common stock | 30,000 | 30,000 | ||
- common stock, shares | 19 | |||
- options and warrants | 1,628,525 | 1,628,525 | ||
Net loss | (14,647,890) | (14,647,890) | ||
Ending balance, value at Dec. 31, 2019 | $ 2 | 65,793,998 | (78,570,146) | (12,776,146) |
Ending balance, shares at Dec. 31, 2019 | 19,463 | |||
Shares and warrants issued for cash | 10,000 | 10,000 | ||
Shares and warrants issued for cash, shares | 250 | |||
Shares issued in exchange for notes payable and accrued interest | $ 38 | 2,558,894 | 2,558,932 | |
Shares issued in exchange for notes payable and accrued interest, shares | 378,950 | |||
Stock-based compensation: | ||||
- options | 221,881 | 221,881 | ||
Net loss | (7,550,772) | (7,550,772) | ||
Ending balance, value at Mar. 31, 2020 | $ 40 | 68,584,773 | (86,120,918) | (17,536,105) |
Ending balance, shares at Mar. 31, 2020 | 398,663 | |||
Beginning balance, value at Dec. 31, 2019 | $ 2 | 65,793,998 | (78,570,146) | (12,776,146) |
Balance, shares at Dec. 31, 2019 | 19,463 | |||
Stock-based compensation: | ||||
Net loss | (4,675,112) | |||
Ending balance, value at Jun. 30, 2020 | $ 40 | 68,804,037 | (83,245,258) | (14,441,181) |
Ending balance, shares at Jun. 30, 2020 | 398,663 | |||
Beginning balance, value at Dec. 31, 2019 | $ 2 | 65,793,998 | (78,570,146) | (12,776,146) |
Balance, shares at Dec. 31, 2019 | 19,463 | |||
Shares and warrants issued for cash | 10,000 | 10,000 | ||
Shares and warrants issued for cash, shares | 250 | |||
Shares issued in exchange for notes payable and accrued interest | $ 39 | 2,558,893 | 2,558,932 | |
Shares issued in exchange for notes payable and accrued interest, shares | 378,950 | |||
Shares issued in cashless exercise of warrants | $ 5 | (5) | ||
Shares issued in cashless exercise of warrants, shares | 54,449 | |||
Shares issued in satisfaction of bankruptcy allowable claims | $ 26 | 14,381,233 | 14,381,259 | |
Shares issued in satisfaction of bankruptcy allowable claims, shares | 262,432 | |||
Fair market value of beneficial conversion feature and warrants issued convertible notes payable instruments | 5,075,449 | 5,075,449 | ||
Stock-based compensation: | ||||
- options | 691,701 | 691,701 | ||
Net loss | (11,272,687) | (11,272,687) | ||
Ending balance, value at Dec. 31, 2020 | $ 72 | 88,511,269 | (89,842,833) | (1,331,492) |
Ending balance, shares at Dec. 31, 2020 | 715,544 | |||
Beginning balance, value at Mar. 31, 2020 | $ 40 | 68,584,773 | (86,120,918) | (17,536,105) |
Balance, shares at Mar. 31, 2020 | 398,663 | |||
Stock-based compensation: | ||||
- options | 219,264 | 219,264 | ||
Net loss | 2,875,660 | 2,875,660 | ||
Ending balance, value at Jun. 30, 2020 | $ 40 | 68,804,037 | (83,245,258) | (14,441,181) |
Ending balance, shares at Jun. 30, 2020 | 398,663 | |||
Beginning balance, value at Dec. 31, 2020 | $ 72 | 88,511,269 | (89,842,833) | (1,331,492) |
Balance, shares at Dec. 31, 2020 | 715,544 | |||
Shares issued in exchange for notes payable and accrued interest | 213,673 | 213,673 | ||
Shares issued in exchange for notes payable and accrued interest, shares | 4,852 | |||
Shares issued in cashless exercise of warrants | $ 7 | (7) | ||
Shares issued in cashless exercise of warrants, shares | 73,582 | |||
Stock-based compensation: | ||||
- restricted share units | 179,098 | 179,098 | ||
- options | 13,897,669 | 13,897,669 | ||
Net loss | (15,653,330) | (15,653,330) | ||
Ending balance, value at Mar. 31, 2021 | $ 79 | 102,801,702 | (105,496,163) | (2,694,382) |
Ending balance, shares at Mar. 31, 2021 | 793,978 | |||
Beginning balance, value at Dec. 31, 2020 | $ 72 | 88,511,269 | (89,842,833) | (1,331,492) |
Balance, shares at Dec. 31, 2020 | 715,544 | |||
Shares and warrants issued for cash, shares | 113,332 | |||
Stock-based compensation: | ||||
Net loss | (19,715,925) | |||
Ending balance, value at Jun. 30, 2021 | $ 84 | 105,749,733 | (109,558,758) | (3,808,941) |
Ending balance, shares at Jun. 30, 2021 | 836,945 | |||
Beginning balance, value at Mar. 31, 2021 | $ 79 | 102,801,702 | (105,496,163) | (2,694,382) |
Balance, shares at Mar. 31, 2021 | 793,978 | |||
Shares issued in exchange for notes payable and accrued interest | 103,703 | 103,703 | ||
Shares issued in exchange for notes payable and accrued interest, shares | 3,217 | |||
Shares issued in cashless exercise of warrants | $ 5 | (82,136) | (82,131) | |
Shares issued in cashless exercise of warrants, shares | 39,750 | |||
Stock-based compensation: | ||||
- restricted share units | 1,164,135 | 1,164,135 | ||
- options | 1,762,329 | 1,762,329 | ||
Net loss | (4,062,595) | (4,062,595) | ||
Ending balance, value at Jun. 30, 2021 | $ 84 | $ 105,749,733 | $ (109,558,758) | $ (3,808,941) |
Ending balance, shares at Jun. 30, 2021 | 836,945 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Net Loss | $ (19,715,925) | $ (4,675,112) | $ (11,272,687) | $ (14,647,890) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Amortization of debt discount | 742,534 | 1,066,526 | 1,278,105 | 3,671,087 |
Accretion of interest expense | 2,810,973 | 2,810,973 | 548,026 | |
Depreciation and amortization | 46,035 | 70,449 | 121,384 | 217,359 |
Stock-based compensation | 17,003,231 | 441,145 | 691,701 | 1,658,524 |
Loss on extinguishment of note payables, net | 658,152 | 658,152 | 1,895,116 | |
Gain on settlement of payables | (29,300) | |||
Reorganization items, net | 527,455 | |||
Write-off of derivative liabilities | (4,375,231) | |||
Change in fair value of derivative liabilities | 2,141,069 | 2,141,069 | (788,970) | |
Professional fees paid for services related to bankruptcy proceedings | 476,653 | |||
Non-cash effect of right of use asset | 58,022 | 16,565 | 30,580 | 17,461 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 2,000 | 13,000 | 15,000 | (3,000) |
Prepaid assets and other current assets | 50,643 | 8,134 | (70,208) | (735) |
Security deposit | 22,100 | |||
Accounts payable | (21,159) | 62,362 | 84,631 | 97,099 |
Accrued interest, expenses and other current liabilities | 328,174 | 892,884 | 542,927 | 424,389 |
Lease liability | (49,085) | |||
Net cash used in operating activities | (1,555,530) | (869,084) | (1,964,265) | (6,918,734) |
Cash flows from financing activities: | ||||
Proceeds from notes payable | 441,762 | 4,290,310 | 10,888,339 | |
Payments on notes payable - principal | (4,894,604) | |||
Payments on notes payable - prepayment premiums | (813,730) | |||
Proceeds from PPP Loan | 250,000 | |||
Proceeds from DIP financiing | 713,755 | 1,226,901 | ||
Financing costs | (500,000) | |||
Sales of common stock and warrants for cash | 10,000 | 10,000 | 1,658,500 | |
Net cash provided by financing activities | 250,000 | 1,165,517 | 5,027,211 | 6,838,505 |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (35,631) | |||
Net cash used in investing activities | (35,631) | |||
Net increase (decrease) in cash and cash equivalents | (1,305,530) | 296,433 | 3,062,946 | (115,859) |
Cash and cash equivalents - beginning of year | 3,064,610 | 1,664 | 1,664 | 117,523 |
Cash and cash equivalents - end of year | 1,759,080 | 298,097 | 3,064,610 | 1,664 |
Supplemental cash flow information: | ||||
Interest | 355,326 | |||
Non-cash investing and financing activities: | ||||
Shares issued and recorded as debt discount in connection with notes payable issuances and extensions | 235,245 | 2,558,932 | 61,220 | |
Bifurcated embedded conversion options and warrants recorded as derivative liability and debt discount | 2,377,818 | 2,377,818 | 5,216,650 | |
Sale of warrants recorded as derivative liabilities | $ 10,000 | 10,000 | 1,403,588 | |
Shares issued in exchange for notes payable and accrured interest | 2,558,932 | 5,721,360 | ||
Shares and warrants issued in satisfaction of accrued consulting services | 7,200 | |||
Shares issued in satisfaction of bankruptcy allowable claims | 14,381,259 | |||
Reclassification of derivative liabilities to equity | 2,809,565 | |||
Fair market value of beneficial conversion feature and warrants issued convertible notes payable instruments | 5,075,449 | |||
Write of use asset and lease liability recorded upon adoption of ASC 842 | $ 638,246 |
NATURE OF THE ORGANIZATION, LIQ
NATURE OF THE ORGANIZATION, LIQUIDITY, AND BUSINESS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
NATURE OF THE ORGANIZATION, LIQUIDITY, AND BUSINESS | NOTE 1 – NATURE OF THE ORGANIZATION, LIQUIDITY, AND BUSINESS Corporate History BioRestorative Therapies, Inc. has one wholly-owned subsidiary, Stem Pearls, LLC (“Stem Pearls”). BioRestorative Therapies, Inc. and its subsidiary are referred to collectively as “BRT” or the “Company”. On March 20, 2020 (the “Petition Date”), the Company filed a voluntary petition commencing a case (the “Chapter 11 Case”) under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York (the “Bankruptcy Court”). On August 7, 2020 the Company and Auctus Fund, LLC (“Auctus”), the Company’s largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”) and on October 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as amended. Amendments to the Plan are reflected in the Confirmation Order. On November 16, 2020 (the “Effective Date”), the Plan became effective. See Note 5 – Notes Payable – Chapter 11 Reorganization. Nature of the Business BRT develops therapeutic products and medical therapies using cell and tissue protocols, primarily involving adult stem cells. BRT’s website is at www.biorestorative.com. BRT is currently developing a Disc/Spine Program referred to as “brtxDISC”. Its lead cell therapy candidate, BRTX-100 Liquidity The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business. At June 30, 2021, the Company had an accumulated deficit of approximately $ 109,559,000 502,000 18,610,000 17,003,000 1,556,000 2,100,000 The Company believes the following has been able to mitigate the above factors with regards to its ability to continue as a going concern: (i) as part of its Chapter 11 reorganization approximately $ 14,700,000 1,189,413 3,848,548 2,100,000 1,586,414 BRTX-100. Curernt funds and Auctus’ funding obligation noted above will not be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such needed additional financing on a timely basis, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. | Note 1 – organization and business operations NATURE OF THE ORGANIZATION, LIQUIDITY, AND BUSINESS Corporate History BioRestorative Therapies, Inc. has one wholly-owned subsidiary, Stem Pearls, LLC (“Stem Pearls”). BioRestorative Therapies, Inc. and its subsidiary are referred to collectively as “BRT” or the “Company”. On March 20, 2020 (the “Petition Date”), the Company filed a voluntary petition commencing a case (the “Chapter 11 Case”) under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York (the “Bankruptcy Court”). On August 7, 2020 the Company and Auctus Fund, LLC (“Auctus”), the Company’s largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”) and on October 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as amended. Amendments to the Plan are reflected in the Confirmation Order. On November 16, 2020 (the “Effective Date”), the Plan became effective. See Note 7 – Notes Payable – Chapter 11 Reorganization. Business Operations BRT develops therapeutic products and medical therapies using cell and tissue protocols, primarily involving adult stem cells. BRT’s website is at www.biorestorative.com BRTX-100 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial information as of and for the three and six months ended June 30, 2021 and 2020 has been prepared in accordance with GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position at such dates and the operating results and cash flows for such periods. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”). These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 30, 2021. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Stem Pearls. Intercompany accounts and transactions have been eliminated upon consolidation. Chapter 11 Case Chapter 11 Accounting The unaudited condensed consolidated financial statements included herein have been prepared as if we were a going concern and in accordance with Accounting Standards Codification (“ASC”) 852, Reorganizations Weak industry conditions in 2019 negatively impacted the Company’s results of operations and cash flows and may continue to do so in the future. In order to decrease the Company’s indebtedness and maintain the Company’s liquidity levels sufficient to meet its commitments, the Company undertook a number of actions, including minimizing capital expenditures and further reducing its recurring operating expenses. The Company believed that even after taking these actions, it would not have sufficient liquidity to satisfy its debt service obligations and meet its other financial obligations. On March 20, 2020 (the “Petition Date”), the Company filed a voluntary petition commencing a case under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York. On August 7, 2020, the Company and Auctus, the Company’s largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”) and on October 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as amended. Amendments to the Plan are reflected in the Confirmation Order. On November 16, 2020 (the “Effective Date”), the Plan became effective. Reorganization Items, Net The Company incurred costs after the Petition Date associated with the reorganization, primarily unamortized debt discount and post petition professional fees. In accordance with applicable guidance, costs associated with the bankruptcy proceedings have been recorded as reorganization items, net within the accompanying unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020. Reorganization items, net for the three and six months ended June 30, 2021 were $ - 3,361,416 781,306 Reorganization items, net for the three and six months ended June 30, 2020, consisted of the following: SCHEDULE OF REORGANIZATION ITEMS, NET Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Professional fees $ (149,690 ) $ (149,690 ) Write-off of derivative liability 4,375,231 4,375,231 Default interest and penalties (864,125 ) (864,125 ) Exchange of common stock for allowable claims Exchange of secured convertible debt for allowable claims Unamortized debt discount on convertible notes - (2,580,110 ) Total reorganization items, net $ 3,361,416 $ 781,306 Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the unaudited condensed consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates which may cause the Company’s future results to be affected. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the accompanying unaudited condensed consolidated financial statements. Significant estimates include the carrying value of intangible assets, deferred tax asset and valuation allowance, estimated fair value of derivative liabilities stemming from convertible debt securities, assumptions used in management’s liquidity analysis, and assumptions used in the Black-Scholes-Merton pricing model, such as expected volatility, risk-free interest rate, and expected divided rate. Revenue The Company derives all of its revenue pursuant to a license agreement between the Company and a stem cell treatment company (“SCTC”) entered into in January 2012, as amended in November 2015. Pursuant to the license agreement, the SCTC granted to the Company a license to use certain intellectual property related to, among other things, stem cell disc procedures and the Company has granted to the SCTC a sublicense to use, and the right to sublicense to third parties the right to use, in certain locations in the United States and the Cayman Islands, certain of the licensed intellectual property. In consideration of the sublicenses, the SCTC has agreed to pay the Company royalties on a per disc procedure basis. Practical Expedients As part of ASC Topic 606, the Company has adopted several practical expedients including: ● Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less. ● Unsatisfied Performance Obligations – all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore, is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. ● Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. The Company may recognize revenue in the amount to which the entity has a right to invoice. Contract Modifications There were no contract modifications during the three and six months ended June 30, 2021. Contract modifications are not routine in the performance of the Company’s contracts. Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances, net of allowances for doubtful accounts. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides for allowances for doubtful receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. The Company did no Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three fifteen years 3 5 Leasehold improvements are amortized over the lesser of (i) the useful life of the asset, or (ii) the remaining lease term. Maintenance and repairs are charged to expense as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. Impairment of Long-Lived Assets The Company reviews long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. During the three and six months ended June 30, 2021 and 2020, the Company determined that there was no Intangible Assets The Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 6,220 6,123 8,820 28,131 Fair Value Measurements As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. All vested outstanding options and warrants are considered potential common stock. The dilutive effect, if any, of stock options, warrants, and unvested restricted stock units (“RSUs”) are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, options, warrants, RSUs and convertible notes have been excluded from the Company’s computation of net loss per common share for the three and six months ended June 30, 2021 and 2020. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES Three Months Ended June 30, 2021 (2) 2020 (2) Options 588,048 1,217 Warrants 3,626,847 2,005 Unvested RSUs 293,479 - Convertible notes – common stock 198,949 (1) - Total 4,707,323 3,222 Six Months Ended June 30, 2021 (2) 2020 (2) Options 588,048 1,217 Warrants 3,626,847 2,005 Unvested RSUs 293,479 - Convertible notes – common stock 198,949 (1) - Total 4,707,323 3,222 (1) As of June 30, 2021 all of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 12,876,004 ( 51,504,015,462 pre-reverse stock split) shares of common stock reserved for future note conversions as of June 30, 2021. (2) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. Stock-based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to Accounting Standards Update (“ASU”) 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. Since the shares underlying the Company’s 2010 Equity Participation Plan and the 2021 Stock Incentive Plan (the “Plans”) are registered, the Company estimates the fair value of the awards granted under the Plans based on the market value of its freely tradable common stock as reported on the OTC Markets. On February 3, 2020, the Company was advised by OTC Markets Group that, based upon the closing bid price of the Company’s common stock being less than $ 0.001 Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC 740, Income Taxes For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the unaudited condensed consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the unaudited condensed consolidated statements of operations when a determination is made that such expense is likely. Derivative Financial Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) ASC. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options (“ECOs”) and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. Conversion options are recorded as a discount to the host instrument and are amortized as amortization of debt discount on the unaudited condensed consolidated financial statements over the life of the underlying instrument. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Multinomial Lattice Model and Black-Scholes Model were used to estimate the fair value of the ECOs of convertible notes payable, warrants, and stock options that are classified as derivative liabilities on the unaudited condensed consolidated balance sheets. The models include subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the actual volatility during the most recent historical period of time equal to the weighted average life of the instruments. Sequencing Policy Under ASC 815-40-35 (“ASC 815”), the Company has adopted a sequencing policy, whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees and directors, or to compensate grantees in a share-based payment arrangement, are not subject to the sequencing policy. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”)). The standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use (“ROU”) asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the ROU asset) and interest expense (for interest on the lease liability). A lease is defined as a contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. In accordance with ASC 842, Leases ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Leases in which the Company is the lessee are comprised of office rental. All of the leases are classified as operating leases. The Company has a lease agreement for office space with a remaining term of 3.5 Recently Issued Accounting Standards In May 2021, the FASB issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its unaudited condensed consolidated financial statements. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 2,815,000 - The royalties related to the Company’s sublicense comprised all of the Company’s revenue during the years ended December 31, 2020 and 2019. See “Revenue” below. During the years ended December 31, 2020 and 2019, 84 30 | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with GAAP. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Stem Pearls. Intercompany accounts and transactions have been eliminated upon consolidation. Chapter 11 Cases Chapter 11 Accounting The consolidated financial statements included herein have been prepared as if we were a going concern and in accordance with Accounting Standards Codification (“ASC”) 852, Reorganizations Weak industry conditions in 2019 negatively impacted the Company’s results of operations and cash flows and may continue to do so in the future. In order to decrease the Company’s indebtedness and maintain the Company’s liquidity levels sufficient to meet its commitments, the Company undertook a number of actions, including minimizing capital expenditures and further reducing its recurring operating expenses. The Company believed that even after taking these actions, it would not have sufficient liquidity to satisfy its debt service obligations and meet its other financial obligations. On March 20, 2020 (the “Petition Date”), the Company filed a voluntary petition commencing a case under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York. On August 7, 2020, the Company and Auctus, the Company’s largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”). On November 16, 2020 (the “Effective Date”), the Plan became effective. Reorganization Items, Net The Company incurred costs after the Petition Date associated with the reorganization, primarily unamortized debt discount, exchange of common stock and unsecured convertible notes for allowable claims and post-petition professional fees. In accordance with applicable guidance, costs associated with the bankruptcy proceedings have been recorded as reorganization items, net within the accompanying consolidated statements of operations for the year ended December 31, 2020. Reorganization items, net for the year ended December 31, 2020, was $ (4,081,245) Reorganization items, net for the year ended December 31, 2020, consisted of the following: SCHEDULE OF REORGANIZATION ITEMS, NET Year Ended December 31, 2020 Professional fees $ (476,652 ) Write-off of derivative liability 4,375,231 Default interest and penalties (864,125 ) Exchange of common stock for allowable claims (3,047,417 ) Exchange of secured convertible debt for allowable claims (1,488,172 ) Unamortized debt discount on convertible notes (2,580,110 ) Total reorganization items, net $ (4,081,245 ) Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates which may cause the Company’s future results to be affected. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the accompanying consolidated financial statements. Significant estimates include the carrying value of intangible assets, deferred tax asset and valuation allowance, estimated fair value of derivative liabilities stemming from convertible debt securities, and assumptions used in the Black-Scholes-Merton pricing model, such as expected volatility, risk-free interest rate, and expected divided rate. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 2,815,000 - The royalties related to the Company’s sublicense comprised all of the Company’s revenue during the years ended December 31, 2020 and 2019. See “Revenue” below. During the years ended December 31, 2020 and 2019, 84 30 Revenue The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which the Company adopted beginning on January 1, 2019, utilizing the modified retrospective method. The approach was applied to contracts that were in process as of January 1, 2019. The adoption of ASC Topic 606 did not have an impact on the Company’s reported revenue or contracts in process at January 1, 2019. The reported results for the fiscal year 2019 reflect the application of ASC Topic 606. The Company derives all of its revenue pursuant to a license agreement between the Company and a stem cell treatment company (“SCTC”) entered into in January 2012, as amended in November 2015. Pursuant to the license agreement, the SCTC granted to the Company a license to use certain intellectual property related to, among other things, stem cell disc procedures and the Company has granted to the SCTC a sublicense to use, and the right to sublicense to third parties the right to use, in certain locations in the United States and the Cayman Islands, certain of the licensed intellectual property. In consideration of the sublicenses, the SCTC has agreed to pay the Company royalties on a per disc procedure basis. The Company’s contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts have a single performance obligation which is not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company’s performance obligation is satisfied upon the transfer of risk of loss to the customer. All sales have fixed pricing and there are currently no variable components included in the Company’s revenue. The timing of the Company’s revenue recognition may differ from the timing of receiving royalty payments. A receivable is recorded when revenue is recognized prior to receipt of a royalty payment and the Company has an unconditional right to the royalty payment. Alternatively, when a royalty payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. During the years ended December 31, 2020 and 2019, the Company recognized $ 77,000 130,000 Practical Expedients As part of ASC Topic 606, the Company has adopted several practical expedients including: ● Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less. ● Unsatisfied Performance Obligations – all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 60 and therefore, is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date the Company may recognize revenue in the amount to which the entity has a right to invoice. Contract Modifications There were no contract modifications during the years ended December 31, 2020 and 2019. Contract modifications are not routine in the performance of the Company’s contracts. Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for doubtful accounts. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides for allowances for doubtful receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. The Company did no Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three fifteen 3 5 Leasehold improvements are amortized over the lesser of (i) the useful life of the asset, or (ii) the remaining lease term. Maintenance and repairs are charged to expense as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the years ended December 31, 2020 and 2019, we determined that there was no Intangible Assets The Company records its intangible assets at cost in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 28,281 321,280 Fair Value Measurements As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. See Note 9 – Derivative Liabilities for additional details regarding the valuation technique and assumptions used in valuing Level 3 inputs. Fair Value of Financial Instruments The carrying value of cash, accounts receivable, accounts payable and accrued expenses, and other current liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of notes approximate the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company’s debt and interest payable on the notes approximates the Company’s incremental borrowing rate. Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. All vested outstanding options and warrants are considered potential common stock. The dilutive effect, if any, of stock options and warrants are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, options, warrants, and convertible notes have been excluded from the Company’s computation of net loss per common share for the years ended December 31, 2020 and 2019. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES Year Ended December 31, 2020 2019 Options 1,215 1,220 Warrants 3,750,597 2,095 Convertible notes 109,077 (1) 125,387 (2) Total 3,860,889 128,702 (1) As of December 31, 2020 all of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 13,073,094 52,292,375,355 (2) As of December 31, 2019 many of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 56,256 225,023,100 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. Since the shares underlying the Company’s 2010 Equity Participation Plan (the “Plan”) are registered, the Company estimates the fair value of the awards granted under the Plan based on the market value of its freely tradable common stock as reported on the OTCQB market. On February 3, 2020, the Company was advised by OTC Markets Group that, based upon the closing bid price of the Company’s common stock being less than $ 0.001 Convertible Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments (the beneficial conversion feature) based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax assets will not be realized. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. Derivative Financial Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) ASC. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options (“ECOs”) and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. Conversion options are recorded as a discount to the host instrument and are amortized as amortization of debt discount on the consolidated financial statements over the life of the underlying instrument. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Multinomial Lattice Model and Black-Scholes Model were used to estimate the fair value of the ECOs of convertible notes payable, the warrants, and stock options that are classified as derivative liabilities on the consolidated balance sheets. The models include subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the actual volatility during the most recent historical period of time equal to the weighted average life of the instruments. Sequencing Policy Under ASC 815-40-35 (“ASC 815”), the Company has adopted a sequencing policy, whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees and directors, or to compensate grantees in a share-based payment arrangement, are not subject to the sequencing policy. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard, which the Company adopted on January 1, 2019, was applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The adoption of ASU 2016 - 02 did not have a material impact on the Company’s financial statements and related disclosures. A lease is defined as a contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On January 1, 2019, the Company adopted ASC 842 and it primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee. In accordance with ASC 842, Leases ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Leases in which the Company is the lessee are comprised of office rental. All of the leases are classified as operating leases. The Company has a lease agreement for office space with a remaining term of four Recent Accounting Pronouncements All newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 3 – INTANGIBLE ASSETS The Company is a party to a license agreement with the SCTC (as amended) (the “SCTC Agreement”). Pursuant to the SCTC Agreement, the Company obtained, among other things, a worldwide, exclusive, royalty-bearing license from the SCTC to utilize or sublicense a certain medical device patent for the administration of specific cells and/or cell products to the disc and/or spine (and other parts of the body) and a worldwide (excluding Asia and Argentina), exclusive, royalty-bearing license to utilize or sublicense a certain method for culturing cells. Pursuant to the license agreement with the SCTC, unless certain performance milestones had been or are satisfied, the Company would have been required to pay to the SCTC $ 150,000 250,000 150,000 250,000 Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS BY MAJOR CLASS Patents and Trademarks Licenses Accumulated Amortization Total Balance as of January 1, 2020 $ 3,676 $ 1,301,500 $ (566,012 ) $ 739,164 Amortization expense - - (74,896 ) (74,896 ) Balance as of December 31, 2020 3,676 1,301,500 (640,908 ) 664,268 Amortization expense - - (37,264 ) (37,264 ) Balance as of June 30, 2021 $ 3,676 $ 1,301,500 $ (678,172 ) $ 627,004 Weighted average remaining amortization period at June 30, 2021 (in years) - 8.43 Amortization of intangible assets consists of the following: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSES Patents and Trademarks Licenses Accumulated Amortization Balance as of January 1, 2020 $ 3,312 $ 562,700 $ 566,012 Amortization expense 364 74,532 74,896 Balance as of December 31, 2020 3,676 637,232 640,908 Amortization expense - 37,264 37,264 Balance as of June 30, 2021 $ 3,676 $ 674,496 $ 678,172 | NOTE 5 – INTANGIBLE ASSETS The Company is a party to a license agreement with the SCTC (as amended) (the “SCTC Agreement”). Pursuant to the SCTC Agreement, the Company obtained, among other things, a worldwide, exclusive, royalty-bearing license from the SCTC to utilize or sublicense a certain medical device patent for the administration of specific cells and/or cell products to the disc and/or spine (and other parts of the body) and a worldwide (excluding Asia and Argentina), exclusive, royalty-bearing license to utilize or sublicense a certain method for culturing cells. Pursuant to the license agreement with the SCTC, unless certain performance milestones had been or are satisfied, the Company would have been required to pay to the SCTC $ 150,000 250,000 150,000 250,000 Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS BY MAJOR CLASS Patents and Trademarks Licenses Accumulated Amortization Total Balance as of January 1, 2019 $ 3,676 $ 1,301,500 $ (491,117 ) $ 814,059 Amortization expense - - (74,895 ) (74,895 ) Balance as of December 31, 2019 3,676 1,301,500 (566,012 ) 739,164 Amortization expense - - (74,896 ) (74,896 ) Balance as of December 31, 2020 $ 3,676 $ 1,301,500 $ (640,908 ) $ 664,268 Weighted average remaining amortization period at December 31, 2020 (in years) - 8.9 Amortization of intangible assets consists of the following: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSES Patents and Trademarks Licenses Accumulated Amortization Balance as of January 1, 2019 $ 2,944 $ 488,173 $ 491,117 Amortization expense 368 74,527 74,895 Balance as of December 31, 2019 3,312 562,700 566,012 Amortization expense 364 74,531 74,895 Balance as of December 31, 2020 $ 3,676 $ 637,231 $ 640,907 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 4 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES June 30, 2021 December 31, 2020 Accrued payroll $ 22,898 $ - Accrued research and development expenses 29,673 - Accrued general and administrative expenses 10,000 60,661 Accrued director compensation Deferred rent Accrued DIP and Plan costs related to DIP Funding and Plan (1) 650,493 657,598 Total accrued expenses $ 713,064 $ 718,259 (1) Amount represents DIP and Plan costs associated with the Auctus DIP Funding and the Plan. | NOTE 6 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, 2020 December 31, 2019 Accrued payroll $ - $ 152,308 Accrued research and development expenses - 806,175 Accrued general and administrative expenses 60,661 1,392,743 Accrued director compensation - 557,500 Deferred rent - 12,438 Accrued DIP and Plan costs related to DIP Funding and Plan 657,598 (1) - Total accrued expenses $ 718,259 $ 2,921,164 (1) Amount Represents DIP and Plan costs associated with the Auctus DIP Funding and the Plan. As of December 31, 2020, these amounts were note finalized and, as a result, were recorded as accrued expenses in the consolidated balance sheets. Subsequent to December 31, 2020, upon finalization, the amount representing the costs associated with the DIP Funding and the Plan will be converted into a Secured Convertible Note. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE A summary of the notes payable activity during the six months ended June 30, 2021 is presented below: SCHEDULE OF NOTES PAYABLE ACTIVITY Convertible Notes Other Loans Debt Discount Total Outstanding, January 1, 2021 $ 9,637,102 $ - $ (5,366,869 ) $ 4,270,233 Issuances - 250,000 - 250,000 Exchanges for equity (311,063 ) - 82,130 (228,933 ) Amortization of debt discount - - 742,534 742,534 Outstanding, June 30, 2021 $ 9,326,039 $ 250,000 $ (4,542,205 ) $ 5,033,834 Chapter 11 Reorganization On March 20, 2020, the Company filed a voluntary petition commencing a case under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Pursuant to the Bankruptcy, for any outstanding principal and interest at the date of the Company’s Chapter 11 petition (except for creditors who provided additional debt financing in connection with the Bankruptcy), 0.025 ( 100 As a result of the Chapter 11 petition, the conversion rights for the then outstanding notes were rescinded and were subject to the conversion rights outlined above. On October 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as amended. Amendments to the Plan are reflected in the Confirmation Order. On November 16, 2020 (the “Effective Date”), the Plan became effective. The material features of the Plan, as amended and confirmed by the Confirmation Order, are as follows: i. Treatment of the financing to the Company by Auctus of up to $ 7,000,000 ii. Auctus has provided $ 3,500,000 3,500,000 1,227,000 650,493 500,000 150,493 348,000 a. Secured convertible notes of the Company (each, a “Secured Convertible Note”) in the principal amount equal to the Funding; the payment of the Secured Convertible Notes is secured by the grant of a security interest in substantially all of the Company’s assets; the Secured Convertible Notes have the following features: ● Maturity date of three years following the Effective Date; ● Interest at the rate of 7 ● The right of the holder to convert the indebtedness into shares of common stock of the Company at a price equal to the volume weighted average price for the common stock over the five trading days immediately preceding the conversion; and ● Mandatory conversion of all indebtedness at such time as the common stock is listed on the Nasdaq Capital Market or another senior exchange on the same terms as provided to investors in connection with a public offering undertaken in connection with such listing; b. Warrants (each, a “Class A Warrant”) to purchase a number of shares of common stock equal to the amount of the Funding provided divided by $ 2.00 0.0005 (a total of 1,750,000 7,000,000,000 pre-reverse stock split) Class A Warrants in consideration of the Initial Auctus Funding and a total of approximately 174,250 697,000,000 pre-reverse stock split) Class A Warrants in the aggregate in consideration of the Other Funding), such Class A Warrants having an exercise price of $ 2.00 0.0005 pre-reverse stock split) per share; and c. Warrants (each, a “Class B Warrant” and together with the Class A Warrants, the “Plan Warrants”) to purchase a number of shares of common stock equal to the Funding provided divided by $ 4.00 0.001 pre-reverse stock split) (a total of 875,000 3,500,000,000 Class B Warrants in consideration of the Initial Auctus Funding and a total of approximately 87,125 348,500,000 Class B Warrants in the aggregate in consideration of the Other Funding), such Class B Warrants having an exercise price of $ 4.00 0.001 pre-reverse stock split) per share. iii. The obligation to Auctus with respect to the DIP Funding has been exchanged for the following: a. A Secured Convertible Note in the principal amount of approximately $ 1,349,591 110 b. A Class A Warrant to purchase 613,451 2,453,802,480 shares of common stock; and c. A Class B Warrant to purchase 306,725 1,226,901,240 pre-reverse stock split) shares of common stock (as to which 181,571 726,282,680 pre-reverse stock split) shares of common stock have been exercised on a net exercise basis, pursuant to the terms of the Class B Warrant, with respect to the issuance of 167,781 671,124,200 pre-reverse stock split) shares of common stock, of which 54,449 113,332 217,796,200 and 453,328,000 pre-reverse stock split) were issued during 2020 and 2021, respectively). In addition, Auctus shall be entitled to receive a Secured Convertible Note in exchange for its allowed DIP Costs of $ 166,403 484,090 The claim arising from the secured promissory notes of the Company, dated February 20, 2020 and February 26, 2020, in the original principal amounts of $ 320,200 33,562 490,699 iv. The claim arising from the promissory note issued in June 2016 by the Company to Desmarais in the original principal amount of $ 175,000 was treated as an allowed general unsecured claim in the amount of $ 245,192 and was satisfied and exchanged for 6,130 24,519,200 pre-reverse stock split) shares of common stock. v. The claim arising from the promissory note issued in June 2016 by the Company to Tuxis Trust, an entity related to Desmarais, in the original principal amount of $ 500,000 a. $ 444,534 was treated as an allowed general unsecured claim in such amount and exchanged for 11,113 44,453,400 pre-reverse stock split) shares of common stock; and b. $ 309,301 vi. Holders of allowed general unsecured claims (other than Auctus and the Other Lenders) received an aggregate of 262,432 1,049,726,797 pre-reverse stock split) shares of common stock where were valued at the fair market value of the stock at issuance date of $ 14,381,259 with an associated loss of $ 3,883,991 recognized in Reorganization Items, net on the accompanying consolidated statement of operations in exchange for approximately $ 10,497,268 outstanding accounts payable and convertible debt (including accrued interest), with such shares being subject to a leak-out restriction prohibiting each holder from selling, without consent of the Company, more than 33% of its shares during each of the three initial 30 day periods following the Effective Date. vii. Auctus and the Other Lenders have been issued, in respect of their allowed general unsecured claims ($ 3,261,819 382,400 a. Maturity date of three years from the Effective Date; b. Interest at the rate of 5 c. The right of the holder to convert the indebtedness into shares of common stock at a price equal to the volume weighted average for the common stock over the five trading days immediately preceding the conversion; d. Mandatory conversion of all outstanding indebtedness at such time as the common stock listed on the Nasdaq Capital Market or another senior exchange on the same terms as provided to investors in connection with a public offering undertaken in connection with such listing; and e. A leak-out restriction prohibiting each holder from selling, without the consent of the Company, more than 16.6 viii. The issuance of (a) the shares of common stock and the Unsecured Convertible Notes to the holders of allowed general unsecured claims and (b) the Secured Convertible Notes and Plan Warrants to Auctus in exchange for the DIP Funding and any common stock into which those Secured Convertible Notes and those Plan Warrants may be converted is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to the Bankruptcy Code Section 1145. Such securities shall be freely transferrable subject to Section 1145(b)(i) of the Bankruptcy Code. Pursuant to the Plan, on the Effective Date, the Company filed a Certificate of Amendment to its Certificate of Incorporation pursuant to which, among other things, the number of shares of common stock authorized to be issued by the Company has been increased to 300,000,000,000 0.0001 The Company recorded $ 143,721 - 286,414 368,810 Convertible Notes Conversions, Exchanges and Other During the six months ended June 30, 2021, certain lenders converted unsecured convertible notes with an aggregate amount of $ 317,894 (including $ 6,314 of accrued interest) for an aggregate of 8,069 32,276,310 shares of the Company’s common stock at a conversion price of $ 40 ($ 0.01 per share. Debtor-in-Possession Financing During the year ended December 31, 2020, and subsequent to the Petition Date, in connection with the Chapter 11 Case, the Company received debtor-in-possession loans of $ 1,189,413 The proceeds from the DIP Funding were used (a) for working capital and other general purposes of the Company; (b) United States Trustee fees; (c) Bankruptcy Court approved professional fees and other administrative expenses arising in the Chapter 11 Case; and (d) interest, fees, costs and expenses incurred in connection with the DIP Funding, including professional fees. Pursuant to the Plan, the obligation to Auctus with respect to the DIP Funding has been exchanged for two Secured Convertible Notes (See Note 5 – Notes Payable – Chapter 11 Reorganization) for an aggregate principal amount of $ 1,349,591 which bear interest at 7 % per annum with a maturity date of November 16, 2023 . In connection with the Secured Convertible Notes, Auctus received warrants to purchase an aggregate of 920,176 (3,680,703,720 pre-reverse stock split) shares of Company’s commons stock with exercise prices ranging between $ 2 4 0.0005 and $ 0.001 pre-reverse stock split) per share. Interest expense for the two Secured Convertible Notes was $ 23,553 46,847 6,769 Other Loans On March 14, 2021, under the U.S. Small Business Administration’s Paycheck Protection Program, the Company entered into a note payable with a financial institution for $ 250,000 1 Pursuant to the note, principal and interest payments are deferred for ten months, which, at that time the Company may apply for loan forgiveness. If the Company does not apply for loan forgiveness, or if the loan forgiveness is denied, the Company will be required to make monthly payments of $ 5,100 250,000 During the year ended December 31, 2020, and subsequent to the Petition Date, in connection with the Chapter 11 Case, the Company received debtor-in-possession loans of $ 1,189,413 in the aggregate from Auctus. Interest on the outstanding principal amount of the DIP Note was to be payable in arrears on the maturity date at the rate of 8% 2% Pursuant to the Plan, the obligation to Auctus with respect to the DIP Funding has been exchanged for two Secured Convertible Notes (See Note 7 – Notes Payable – Chapter 11 Reorganization) for an aggregate principal amount of $ 1,349,591 7% November 16, 2023 920,176 3,680,703,720 2 4 0.0005 0.001 During the year ended December 31, 2019, the Company and certain lenders exchanged certain convertible notes with bifurcated ECOs with an aggregate net carrying amount of $ 5,328,918 2,631,595 634,525 181,912 3,230,780 13,616 54,464,158 40 1,720 0.01 0.43 6,230,102 508,743 During the year ended December 31, 2019, the Company repaid an aggregate principal amount of $ 4,894,604 813,730 1,242,669 428,939 During the year ended December 31, 2019, a certain lender to the Company acquired a promissory note (classified in Other Notes) issued by the Company in the outstanding amount of $ 148,014 23,013 148,014 12% maturity date in March 2020 84,798 10% 90,994 141,818 148,014 84,798 As of December 31, 2019, a portion of convertible notes with an aggregate principal balance of $ 1,271,750 58% As of December 31, 2019, outstanding convertible notes in the aggregate principal amount of $ 3,537,438 135% As of December 31, 2019, outstanding convertible notes in the aggregate principal amount of $ 4,626,874 58% During the year ended December 31, 2019, the Company determined that certain ECOs of issued or extended convertible notes were derivative liabilities. The aggregate issuance date value of the bifurcated ECOs was $ 5,331,147 4,771,974 414,108 3,289,111 Reorganizations 4,375,231 The warrants provide for an exercise price ranging from $ 3,000 3,200 0.75 0.80 340,000 75% Future minimum payments under the above notes payable following the six months ended June 30, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS OF NOTES PAYABLE Remainder of 2021 $ - Remainder of 2021 $ - 2022 58,970 2023 9,385,601 2024 60,161 Thereafter 71,307 Total future minimum payments 9,576,039 Less: discount (4,542,205 ) Less:payable 5,033,834 Less: current (29,411 ) Notes payable, non-current $ 5,004,423 | Note 7 – NOTES PAYABLE & Chapter 11 reorganization NOTES PAYABLE A summary of the notes payable activity during the years ended December 31, 2020 and 2019 is presented below: SCHEDULE OF NOTES PAYABLE ACTIVITY Related Party Notes Convertible Notes Other Notes Debt Discount Total Outstanding, December 31, 2018 $ 720,000 $ 4,309,415 $ 132,501 $ (1,012,363 ) $ 4,149,553 Beginning balance $ 720,000 $ 4,309,415 $ 132,501 $ (1,012,363 ) $ 4,149,553 Issuances 635,000 9,913,339 340,000 - 10,888,339 Exchanges for equity - (2,637,323 ) - 634,525 (2,002,798 ) Repayments (70,000 ) (4,817,105 ) (7,500 ) 428,939 (4,465,666 ) Extinguishment of notes payable - - (148,014 ) 6,196 (141,818 ) Recognition of debt discount - - - (5,523,830 ) (5,523,830 ) Accretion of interest expense - - - 548,026 548,026 Accrued interest reclassified to notes payable principal - - 23,013 - 23,013 Amortization of debt discount - - - 3,671,087 3,671,087 Outstanding, December 31, 2019 1,285,000 6,768,326 340,000 (1,247,420 ) 7,145,906 Beginning balance 1,285,000 6,768,326 340,000 (1,247,420 ) 7,145,906 Issuances 353,762 3,936,548 - - 4,290,310 Third-party purchases (287,041 ) 287,041 - - - Exchanges for equity - (813,393 ) - 253,654 (559,739 ) Exchanged for equity pursuant to Chapter 11 Plan (998,139 ) (3,592,395 ) (340,000 ) - (4,930,534 ) Secured and Unsecured convertible notes payable exchanged pursuant to Chapter 11 Plan, net (353,582 ) 3,050,975 - - 2,697,393 Recognition of debt discount - - - (8,534,245 ) (8,534,245 ) Accretion of interest expense - - - 2,886,036 2,886,036 Amortization of debt discount - - 1,275,106 1,275,106 Outstanding, December 31, 2020 $ - $ 9,637,102 $ - $ (5,366,869 ) $ 4,270,233 Ending balance $ - $ 9,637,102 $ - $ (5,366,869 ) $ 4,270,233 Chapter 11 Reorganization On March 20, 2020, the Company filed a voluntary petition commencing a case under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York. On August 7, 2020, the Company and Auctus, the Company’s largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”). Pursuant to the Bankruptcy, for any outstanding principal and interest at the date of the Company’s Chapter 11 petition (except for creditors who provided additional debt financing in connection with the Bankruptcy), 0.025 ( 100 Reorganizations 2,580,110 On October 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as amended. Amendments to the Plan are reflected in the Confirmation Order. On November 16, 2020 (the “Effective Date”), the Plan became effective. The material features of the Plan, as amended and confirmed by the Confirmation Order, are as follows: i. Treatment of the financing to the Company by Auctus of up to $ 7,000,000 ii. Auctus has provided $ 3,500,000 1,227,000 657,598 500,000 157,598 348,000 a. Secured convertible notes of the Company (each, a “Secured Convertible Note”) in the principal amount equal to the Funding; the payment of the Secured Convertible Notes is secured by the grant of a security interest in substantially all of the Company’s assets; the Secured Convertible Notes have the following features: ● Maturity date of three years ● Interest at the rate of 7% ● The right of the holder to convert the indebtedness into shares of common stock of the Company at a price equal to the volume weighted average price for the common stock over the five trading days immediately preceding the conversion; and ● Mandatory conversion of all indebtedness at such time as the common stock is listed on the Nasdaq Capital Market or another senior exchange on the same terms as provided to investors in connection with a public offering undertaken in connection with such listing; b. Warrants (each, a “Class A Warrant”) to purchase a number of shares of common stock equal to the amount of the Funding provided divided by $ 2.00 0.0005 1,750,000 7,000,000,000 174,250 697,000,000 2.00 0.0005 c. Warrants (each, a “Class B Warrant” and together with the Class A Warrants, the “Plan Warrants”) to purchase a number of shares of common stock equal to the Funding provided divided by $ 4.00 0.001 875,000 3,500,000,000 87,125 348,500,000 4.00 0.001 iii. The obligation to Auctus with respect to the DIP Funding has been exchanged for the following: a. A Secured Convertible Note in the principal amount of approximately $ 1,349,591 110% November 16, 2023 b. A Class A Warrant to purchase 613,451 2,453,802,480 c. A Class B Warrant to purchase 306,725 1,226,901,240 136,174 544,697,452 128,031 512,124,200 54,449 73,582 217,796,200 294,328,000 In addition, Auctus shall be entitled to receive a Secured Convertible Note in exchange for its allowed DIP Costs and allowed Plan costs in a manner in which the DIP Funding was treated and may be entitled to a Class A Warrant and a Class B Warrant in consideration of such costs. The claim arising from the secured promissory notes of the Company, dated February 20, 2020 and February 26, 2020, in the original principal amounts of $ 320,200 33,562 490,699 iv. The claim arising from the promissory note issued in June 2016 by the Company to Desmarais in the original principal amount of $ 175,000 245,192 6,130 24,519,200 v. The claim arising from the promissory note issued in June 2016 by the Company to Tuxis Trust, an entity related to Desmarais, in the original principal amount of $ 500,000 a. $ 44,453,443 11,113 44,453,400 b. $ 309,301 November 16, 2023 vi. Holders of allowed general unsecured claims (other than Auctus and the Other Lenders) received an aggregate of 262,432 1,049,726,797 14,381,259 3,883,991 10,497,268 vii. Auctus and the Other Lenders have been issued, in respect of their allowed general unsecured claims ($ 3,261,819 382,400 a. Maturity date of three years b. Interest at the rate of 5% c. The right of the holder to convert the indebtedness into shares of common stock at a price equal to the volume weighted average for the common stock over the five d. Mandatory conversion of all outstanding indebtedness at such time as the common stock listed on the Nasdaq Capital Market or another senior exchange on the same terms as provided to investors in connection with a public offering undertaken in connection with such listing; and e. A leak-out restriction prohibiting each holder from selling, without the consent of the Company, more than 16.6% of the underlying shares received upon conversion during each of the six initial 30 day periods following the Effective Date. viii. The issuance of (a) the shares of common stock and the Unsecured Convertible Notes to the holders of allowed general unsecured claims and (b) the Secured Convertible Notes and Plan Warrants to Auctus in exchange for the DIP Funding and any common stock into which those Secured Convertible Notes and those Plan Warrants may be converted is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to the Bankruptcy Code Section 1145. Such securities shall be freely transferrable subject to Section 1145(b)(i) of the Bankruptcy Code. Pursuant to the Plan, on the Effective Date, the Company filed a Certificate of Amendment to its Certificate of Incorporation pursuant to which, among other things, the number of shares of common stock authorized to be issued by the Company has been increased to 300,000,000,000 0.0001 Related Party Notes As of December 31, 2019, related party notes consisted of notes payable issued to certain directors of the Company, family members of an officer of the Company, and the Tuxis Trust (the “Trust”). A former director and principal stockholder of the Company (the “Director/Principal Stockholder”) serves as a trustee of the Trust, which was established for the benefit of his immediate family. As of December 31, 2020, there were no related party notes outstanding. During the year ended December 31, 2019, the Company issued to family members of officers of the Company and a Scientific Advisory Board member (the “SAB Member”) notes payable in the aggregate principal amount of $ 635,000 , which bore interest at the rate of 12% - 15% per annum and provided for original maturity dates between July 2019 and May 2020. During the year ended December 31, 2019, the holders of certain related party notes in the aggregate principal amount of $ 505,000 entered into agreements with the Company pursuant to which the parties agreed that the maturity of the promissory notes held by such holders would be extended or further extended from dates from December 2018 and August 2019 to dates between July 2019 and December 2019 . In consideration of the extensions, such notes in the aggregate principal amount of $ 475,000 provided for an exchange of such notes for shares of common stock and warrants, as described below, in connection with a public offering of the Company’s securities (a “Public Offering”). The exchange price for the indebtedness was to be equal to the lesser of (i) 75% of the public offering price of the common stock, or units of common stock and warrants, as the case may be, offered pursuant to the Public Offering or (ii) $ 2,400 ($ 0.60 pre-reverse stock split) per share (subject to adjustment for reverse stock splits and the like) (the “Exchange Price”). The number of shares of common stock issuable pursuant to the warrants to be issued to such holders was to be equal to the number of shares of common stock issuable to them upon conversion of the principal amount of their respective notes. The exchange price of the warrants to be issued to such holders was to be the lesser of (i) 125% of the Exchange Price or (ii) $3,200 ($0.80 pre-reverse stock split) per share (subject to adjustment for reverse stock splits and the like). 10% 510,887 475,000 35,887 145,066 During the year ended December 31, 2019, the Company and a certain related party lender agreed to further extend the maturity date of a certain related party note with a principal balance of $ 25,000 During the year ended December 31, 2019, the Company, a then director of the Company, and the Trust agreed that promissory notes held by the director and the Trust in the outstanding principal amounts of $ 175,000 500,000 75% The exercise price of the warrants to be issued to the director and the Trust was to be 125% of the Director/Trust Exchange Price and the term of the warrants was to be the same term as the Public Warrants. Concurrently with the exchange, the exercise prices of outstanding warrants held by the director and the Trust for the purchase of an aggregate of 344 1,377,842 As of December 31, 2019, certain related party notes in the aggregate principal amount of $ 485,000 2,400 0.60 five During the years ended December 31, 2020 and 2019, the Company partially repaid certain related party notes in the aggregate principal amount of $ - 70,000 During the year ended December 31, 2020, the Company issued to a former board member notes payable in the aggregate principal amount of $ 353,762 12% March 10, 2020 490,698 7% November 16, 2023 During the year ended December 31, 2020, pursuant to the Bankruptcy (See Note 7 – Notes Payable – Chapter 11 Reorganization), the Company’s original promissory note issued to the Director/Principal Stockholder in the principal amount of $ 175,000 245,192 6,130 24,519,178 During the year ended December 31, 2020, pursuant to the Bankruptcy (See Note 7 – Notes Payable – Chapter 11 Reorganization), the Company’s original promissory note issued to the Trust in the principal amount of $ 500,000 444,534 11,113 44,453,443 309,301 November 16, 2023 Convertible Notes Issuances During the year ended December 31, 2019, the Company issued certain lenders convertible notes payable in the aggregate principal amount of $ 9,765,325 for aggregate cash proceeds of $ 9,086,353 678,973 8% 15% original maturity dates ranging between July 2019 through December 2020 20 78,873 61,220 74 295,000 1,800 0.45 4,000 1.00 104,198 675,523 73,485 11,540 46,158,719 2,499,476 During the year ended December 31, 2019, a certain convertible note in the principal amount of $ 148,014 148,014 1,901 128 513,788 During the year ended December 31, 2020, the Company issued to a certain lender a convertible note payable in the principal amount of $ 88,000 85,000 10% January 31, 2021 61% 22% 155,000 3,875 15,500,000 On November 16, 2020, in connection with the Plan, the Company issued to Auctus and the Other Lenders (See Note 7 – Notes Payable – Chapter 11 Reorganization) Secured Convertible Notes in the aggregate principal amount of $ 3,848,548 7% November 16, 2023 124,147 3,806,587 15,226,346,970 2.00 4.00 0.0005 0.001 152,263,470 5,075,449 Embedded Conversion Options and Note Provisions As of December 31, 2019, outstanding convertible notes in the aggregate principal amount of $ 6,006,576 2,243,750 1,000 8,000 0.25 2.00 58% 2,872,826 58% 65% 890,000 2,000 2,400 0.50 0.60 five 3,000 3,200 0.75 0.80 340,000 75% As of December 31, 2019, a portion of convertible notes with an aggregate principal balance of $ 1,271,750 58% As of December 31, 2019, outstanding convertible notes in the aggregate principal amount of $ 3,537,438 135% As of December 31, 2019, outstanding convertible notes in the aggregate principal amount of $ 4,626,874 58% During the year ended December 31, 2019, the Company determined that certain ECOs of issued or extended convertible notes were derivative liabilities. The aggregate issuance date value of the bifurcated ECOs was $ 5,331,147 4,771,974 414,108 3,289,111 Reorganizations 4,375,231 Conversions, Exchanges and Other During the year ended December 31, 2019, the Company and certain lenders exchanged certain convertible notes with bifurcated ECOs with an aggregate net carrying amount of $ 5,328,918 2,631,595 634,525 181,912 3,230,780 13,616 54,464,158 40 1,720 0.01 0.43 6,230,102 508,743 During the year ended December 31, 2019, the Company repaid an aggregate principal amount of $ 4,894,604 813,730 1,242,669 428,939 During the year ended December 31, 2019, a certain lender to the Company acquired a promissory note (classified in Other Notes) issued by the Company in the outstanding amount of $ 148,014 23,013 148,014 12% maturity date in March 2020 84,798 10% 90,994 141,818 148,014 84,798 During the year ended December 31, 2019, the Company and certain lenders agreed to extend or further extend the maturity dates of certain convertible notes payable with an aggregate principal balance of $ 678,102 maturity dates ranging from June 2019 to July 2019 to new maturity dates ranging from July 2019 to July 2020. 650,000 five 75% 10% 329,310 702,387 650,000 52,387 329,310 During the year ended December 31, 2019, the Company and certain lenders agreed to further extend the maturity dates of certain convertible notes payable with an aggregate principal balance of $ 150,000 maturity dates in September 2019 to new maturity dates in October 2019 During the year ended December 31, 2020, the Company and certain lenders exchanged convertible notes with bifurcated ECOs with an aggregate net carrying amount of $ 1,580,587 523,516 234,301 126,043 1,165,329 378,950 1,515,799,750 0.40 40 0.0001 0.01 On November 16, 2020 2,742,895 3,644,274 5% November 16, 2023 1,488,172 Other Notes Issuances During the year ended December 31, 2019, the Company issued certain lenders notes payable in the aggregate principal amount of $ 340,000 15% maturity dates ranging between November 2019 through November 2020 11,792 47,170,000 Exchange and Other During the year ended December 31, 2019, the Company and a certain lender agreed to an extension of the maturity date of a certain note payable with a principal balance of $ 125,000 maturity date in January 2019 to a new maturity date in December 2019 10,000 7,052 During the year ended December 31, 2019, a convertible promissory note in the principal amount of $ 148,014 During the year ended December 31, 2019, the Company partially repaid a certain promissory note in the principal amount of $ 7,500 Debtor-in-Possession Financing During the year ended December 31, 2020, and subsequent to the Petition Date, in connection with the Chapter 11 Case, the Company received debtor-in-possession loans of $ 1,189,413 The proceeds from the DIP Funding were used (a) for working capital and other general purposes of the Company; (b) United States Trustee fees; (c) Bankruptcy Court approved professional fees and other administrative expenses arising in the Chapter 11 Case; and (d) interest, fees, costs and expenses incurred in connection with the DIP Funding, including professional fees. The maturity date of the DIP Funding was to be the earliest to occur of (a) July 6, 2020; (b) ten days following entry of an order confirming a chapter 11 plan in the Chapter 11 Case; (c) ten days following the entry of an order approving the sale of the Company or the Company’s assets; or (d) the occurrence of an event of default under the promissory note evidencing the DIP Funding (the “DIP Note”) following any applicable grace or cure periods. Interest on the outstanding principal amount of the DIP Note was to be payable in arrears on the maturity date at the rate of 8% 2% Pursuant to the Plan, the obligation to Auctus with respect to the DIP Funding has been exchanged for two Secured Convertible Notes (See Note 7 – Notes Payable – Chapter 11 Reorganization) for an aggregate principal amount of $ 1,349,591 7% November 16, 2023 920,176 3,680,703,720 2 4 0.0005 0.001 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
STOCKHOLDERS’ DEFICIT | NOTE 6 – STOCKHOLDERS’ DEFICIT Stock Incentive Plan On March 18, 2021, the Company’s Board of Directors adopted the BioRestorative Therapies, Inc. 2021 Stock Incentive Plan (the “2021 Plan”). Pursuant to the 2021 Plan, a total of 1,175,000 ( 4,700,000,000 shares of common stock are authorized to be issued pursuant to the grant of stock options, restricted stock units, restricted stock, stock appreciation rights and other incentive awards. Warrant and Option Valuation The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Warrant Activity Summary In applying the Black-Scholes option pricing model to warrants granted or issued, the Company used the following assumptions: SCHEDULE OF WARRANTS GRANTED ASSUMPTIONS For the Six Months Ended June 30, 2020 Risk free interest rate 1.63 % Contractual term (years) 5.00 Expected volatility 202 % The weighted average estimated fair value of warrants granted during the six months ended June 30, 2020 was $ 40 ($ 0.01 per share. During the six months ended June 30, 2021, the Company issued an aggregate of 113,332 453,328,000 shares of the Company’ common stock, as a result of the cashless exercise of 123,651 ( 494,604,977 warrants to Auctus. A summary of the warrant activity during the six months ended June 30, 2021 is presented below: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants (1) Price (1) In Years Value Outstanding, January 1, 2021 3,750,597 $ 4.40 4.9 $ 95,965,883 Granted - - - Exercised (123,651 ) 4.00 Expired (99 ) 16,880 Outstanding, June 30, 2021 3,626,847 $ 4.00 4.4 $ 87,725,815 Exercisable, June 30, 2021 3,626,847 $ 4.00 4.4 $ 87,725,815 1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. The following table presents information related to stock warrants at June 30, 2021: SCHEDULE OF STOCK WARRANTS Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price (1) Warrants (1) In Years Warrants (1) $ 0.00 - $ 60 3,625,265 4.4 3,625,265 $ 800 - $ 7,960 1,277 3.0 1,277 $ 8,000 - $ 11,960 19 2.3 19 $ 12,000 - $ 15,960 18 2.0 18 $ 16,000 - $ 19,960 246 0.7 246 $ 20,000 - $ 23,960 22 0.2 22 3,626,847 4.4 3,626,847 1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. Stock Options In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS For the Six Months Ended June 30, 2021 Risk free interest rate 1.71 % Expected term (years) 5.50 Expected volatility 228 % Expected dividends 0.00 % The Company granted options for the purchase of 586,959 ( 2,347,835,948 shares of common stock during the six months ended June 30, 2021. The Company did not issue stock options during the six months ended June 30, 2020. The grant date fair value of options issued during the six months ended June 30, 2021 was $ 27,736,052 A summary of the option activity during the six months ended June 30, 2021 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options (1) Price (1) In Years Value Outstanding, January 1, 2021 1,215 $ 3,920 6.2 - Granted 586,959 47.60 Forfeited (126 ) 3,000 Outstanding, June 30, 2021 588,048 $ 55.60 9.4 $ - Exercisable, June 30, 2021 294,532 $ 63.20 9.7 $ - 1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. The following table presents information related to stock options at June 30, 2021: SCHEDULE OF STOCK OPTION BY EXERCISE PRICE Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price (1) Options (1) In Years Options (1) $ 0.00 - $ 48 586,959 9.8 293,479 $ 1,040 - $ 2,960 44 8.2 44 $ 3,000 - $ 3,960 1,026 5.4 990 $ 4,000 - $ 23,960 1 3.0 1 $ 24,000 - $ 79,960 9 2.5 9 $ 80,000 - $ 120,000 9 0.7 9 588,048 9.7 294,532 1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. On March 18, 2021, the Company, pursuant to two employment agreements, granted to its Chief Executive Officer and Chairman of the Board and its Vice President, Research and Development options to purchase an aggregate of 586,959 ( 2,347,835,948 shares of the Company’s common stock (See Note 7 – Commitments and Contingencies). The options have an exercise price of $ 47.60 ($0.0119 pre-reverse stock split) per share and vest to the extent of 50% on the date of grant, 25% on the one-year anniversary of the grant date, and 25% on the two-year anniversary of the grant date. Restricted Stock Units Pursuant to the 2021 Plan, the Company grants RSUs to employees, consultants, or non-employee directors (“Eligible Individuals”). The number, terms, and conditions of the RSUs that are granted to Eligible Individuals are determined on an individual basis by the plan administrator. On the distribution date, the Company shall issue to the Eligible Individual one unrestricted, fully transferable share of the Company’s common stock (or the fair market value of one such share in cash) for each vested and nonforfeitable RSU. On March 18, 2021, the Company, pursuant to two employment agreements, granted an aggregate of 293,479 1,173,917,974 RSUs to its Chief Executive Officer and Chairman of the Board and its Vice President, Research and Development (See Note 7 – Commitments and Contingencies) with a fair value of $ 47.60 0.0119 pre-reverse stock split) per share. The RSUs vest to the extent of one-third on the one-year anniversary of the grant date, one-third on the two-year anniversary of the grant date, and one-third on the three-year anniversary of the grant date. During the year ended December 31, 2020, the Company issued five-year immediately vested warrants to purchase an aggregate of 3,806,567 ( 15,226,346,970 pre-reverse stock split) shares of the Company’s common stock in association with the issuance of certain secured convertible debt pursuant to the Plan (See Note 7 – Convertible Notes – Issuances). The warrants have exercise prices ranging between $ 2 and $ 4 ($ 0.0005 and $ 0.001 pre-reverse stock split) per share. The warrants along with the beneficial conversion feature had an aggregate relative fair value of $ 5,075,449 and was recorded as a debt discount. During the year ended December 31, 2019, the Company and a warrant holder agreed to reduce the exercise prices of an aggregate of 528 2,111,111 2,800 3,400 0.70 0.85 600 0.15 233,333 833 3,333,333 During the year ended December 31, 2019, the Company issued an aggregate of 1,416 5,663,301 five 1,153 4,611,746 800 0.20 4,000 1.00 one 263 1,051,555 2,800 0.70 1,658,500 1,240,165 During the year ended December 31, 2019, the Company issued five-year immediately vested warrants to purchase an aggregate of 99 395,000 1,400 0.35 4,000 1.00 116,200 During the year ended December 31, 2019, the Company and a warrant holder agreed to reduce the exercise prices of an aggregate of 528 2,111,111 2,800 3,400 0.70 0.85 600 0.15 233,333 833 3,333,333 During the year ended December 31, 2020, the Company issued 250 ( 1,000,000 pre-reverse stock split) shares of the Company’s common stock and a five -year immediately vested warrant for the purchase of 250 ( 1,000,000 pre-reverse stock split) shares of the Company’s common stock with an exercise price of 60 ($ 0.015 pre-reverse stock split) per share to a certain investor for gross proceeds of $ 10,000 . The warrants had an aggregate grant date fair value of $ 10,000 . The warrants were subject to the Company’s sequencing policy and, as a result, were initially recorded as derivative liabilities. See Note 7 - Derivative Liabilities for additional details. During the year ended December 31, 2019, the Company issued the Chairman of the Disc Committee of its Scientific Advisory Board (the “Disc Committee Chairman”) a ten -year option to purchase up to 18 70,000 pre-reverse stock split) shares of the Company’s common stock at an exercise price of $ 4,000 1.00 pre-reverse stock split) per share. The options vest ratably over three years 44,247 will be recognized over the expected vesting period as consulting expense in the consolidated statements of operations. During the year ended December 31, 2019, the Board of Directors reduced the exercise price of outstanding stock options for the purchase of an aggregate of 1,158 4,631,700 4,000 18,800 1.00 4.70 3,000 0.75 452,637 187,861 56,856 207,920 During the year ended December 31, 2019, the Company issued the Disc Committee Chairman an immediately vested ten -year option to purchase up to 44 ( 175,000 pre-reverse stock split) shares of the Company’s common stock at an exercise price of $ 1,040 ($ 0.26 pre-reverse stock split) per share. The grant date value of the option of $ 43,141 was immediately recognized as consulting expense in the consolidated statements of operations. During the year ended December 31, 2020 and subsequent to the Effective Date, the Company issued an aggregate of 54,449 ( 217,796,200 pre-reverse stock split) shares of the Company’s common stock, with fair value range of $ 25.20 to $ 67.60 ($ 0.0063 to $ 0.0169 pre-reverse stock split), as a result of the cashless exercise of 57,919 ( 231,677,703 pre-reverse stock split) warrants to Auctus. A summary of our unvested RSUs as of June 30, 2021 is as follows: SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS Number of Shares (1) Outstanding, January 1, 2021 - Granted 293,479 Forfeited - Vested - Outstanding, June 30, 2021 293,479 1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. The following table presents information related to stock compensation expense: SCHEDULE OF STOCK OPTION EXPENSE Weighted Average For the Three Months Ended For the Six Months Ended Unrecognized at Remaining Amortization June 30, June 30, June 30, Period 2021 2020 2021 2020 2021 (Years) Consulting $ - $ 33,589 $ - $ 67,178 $ - - Research and development 24,304 59,195 49,425 121,007 32,055 0.3 General and administrative 2,902,160 126,480 16,953,806 252,960 24,766,962 2.3 $ 2,926,464 $ 219,264 $ 17,003,231 $ 441,145 $ 24,799,017 2.3 | Note 8 - STOCKHOLDERS’ DEFICIT Authorized Capital and 2010 Equity Plan In March 2019, the Board of Directors of the Company approved an increase in the number of authorized shares of common stock to 150,000,000 5,000 20,000,000 In March 2019, the Board of Directors determined to submit to the Company’s stockholders for their approval amendments to the Certificate of Incorporation of the Company (with the Board of Directors having the authority to select and file one such amendment) to effect a reverse split of the Company’s common stock at a ratio of not less than 1-for-2 and not more than 1-for-20, with the Board of Directors having the discretion as to whether or not the reverse stock split was to be effected, and with the exact ratio of any reverse stock split to be set at a whole number within the above range as determined by the Board of Directors in its discretion. Concurrently, the Board of Directors determined to submit to the Company’s stockholders for their approval a proposal to authorize the Board of Directors, in the event the reverse stock split proposal was approved by the stockholders, in its discretion, On November 13, 2019 the Board of Directors and stockholders approved an increase in the number of authorized shares of common stock to 300,000,000 effect a reverse split of the Company’s common stock at a ratio of not less than 1-for-2 and not more than 1-for-100 On November 16, 2020, and pursuant to the Chapter 11 plan of reorganization the Company filed a Certificate of Amendment to its Certificate of Incorporation pursuant to which, among other things, the number of shares of common stock authorized to be issued by the Company has been increased to 300,000,000,000 0.0001 Compensatory Common Stock Issuance During the year ended December 31, 2019, the Company issued 19 75,000 30,000 Warrant and Option Valuation The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Common Stock and Warrant Offerings During the year ended December 31, 2019, the Company issued an aggregate of 1,416 5,663,301 five 1,153 4,611,746 800 0.20 4,000 1.00 one 263 1,051,555 2,800 0.70 1,658,500 1,240,165 During the year ended December 31, 2019, the Company issued five-year immediately vested warrants to purchase an aggregate of 99 395,000 1,400 0.35 4,000 1.00 116,200 During the year ended December 31, 2019, the Company and a warrant holder agreed to reduce the exercise prices of an aggregate of 528 2,111,111 2,800 3,400 0.70 0.85 600 0.15 233,333 833 3,333,333 During the year ended December 31, 2020, the Company issued 250 1,000,000 five 250 1,000,000 60 0.015 10,000 10,000 During the year ended December 31, 2020, the Company issued five-year immediately vested warrants to purchase an aggregate of 3,806,567 15,226,346,970 2 4 0.0005 0.001 5,075,449 The above mentioned warrants contain anti-dilution protection, whereas, if the Company, at any time while the warrants are outstanding, shall, among other events, sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue any common stock or securities entitling any person or entity to acquire shares of common stock at an effective price per share less than the existing exercise price then the exercise price of the warrants shall be reduced at the option of the warrant holder to such lower price and the number of shares issuable upon exercise of the warrants shall be correspondingly increased. Warrant Compensation The Company recorded stock–based compensation expense of $ - 56,000 Warrant Activity Summary In applying the Black-Scholes option pricing model to warrants granted or issued, the Company used the following assumptions: SCHEDULE OF WARRANTS GRANTED ASSUMPTIONS For the Years Ended December 31, 2020 2019 Risk free interest rate 0.41% 1.63 % 1.38% 2.62 % Expected term (years) 5.00 5.00 1.00 5.00 Expected volatility 202% 278 % 140% 167 % Expected dividends 0.00 % 0.00 % The weighted average estimated fair value of the warrants granted during the years ended December 31, 2020 and 2019 was approximately $ 40 920 0.01 0.23 During the year ended December 31, 2020 and subsequent to the Effective Date, the Company issued an aggregate of 54,449 217,796,200 25.20 67.60 0.0063 0.0169 57,919 231,677,703 A summary of the warrant activity during the years ended December 31, 2020 and 2019 is presented below: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants (1) Price (1) In Years Value Outstanding, January 1, 2019 871 $ 14,520 Granted 1,541 1,760 Exercised - - Forfeited (317 ) 21,640 Outstanding, December 31, 2019 2,095 $ 5,720 Issued 3,806,837 2.80 Exercised (57,920 ) 4.00 Expired (415 ) 8,560 Outstanding, December 31, 2020 3,750,597 $ 4.40 2.9 $ 95,965,883 Exercisable, December 31, 2020 3,750,597 $ 4.40 2.9 $ 95,965,883 (1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. The following table presents information related to stock warrants at December 31, 2020: SCHEDULE OF STOCK WARRANTS Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price (1) Warrants (1) In Years Warrants (1) $ 0.00 60 3,748,917 2.9 3,748,917 $ 800 - $ 7,960 1,277 3.5 1,277 $ 8,000 11,960 19 2.8 19 $ 12,000 15,960 18 2.5 18 $ 16,000 19,960 323 1.0 323 $ 20,000 23,960 43 0.5 43 3,750,597 2.9 3,750,597 1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. Stock Options In applying the Black-Scholes option pricing model to stock SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS For the Years Ended December 31, 2019 Risk free interest rate 1.47% 2.72 % Expected term (years) 10.00 Expected volatility 133% 140 % Expected dividends 0.00 % The weighted average estimated fair value of the stock options granted during the years ended December 31, 2020 and 2019, was approximately $ - 1,440 0.36 During the year ended December 31, 2019, the Company issued the Chairman of the Disc Committee of its Scientific Advisory Board (the “Disc Committee Chairman”) a ten -year option to purchase up to 18 70,000 pre-reverse stock split) shares of the Company’s common stock at an exercise price of $ 4,000 1.00 pre-reverse stock split) per share. The options vest ratably over three years 44,247 will be recognized over the expected vesting period as consulting expense in the consolidated statements of operations. During the year ended December 31, 2019, the Board of Directors reduced the exercise price of outstanding stock options for the purchase of an aggregate of 1,158 4,631,700 4,000 18,800 1.00 4.70 3,000 0.75 452,637 187,861 56,856 207,920 During the year ended December 31, 2019, the Company issued the Disc Committee Chairman an immediately vested ten 44 175,000 1,040 0.26 43,141 A summary of the option activity during the years ended December 31, 2020 and 2019 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options (1) Price (1) In Years Value Outstanding, January 1, 2019 1,176 $ 12,840 Granted 61 1,440 Forfeited (17 ) 11,160 Outstanding, December 31, 2019 1,220 $ 3,960 Issued - - Expired (5 ) 5,960 Outstanding, December 31, 2020 1,215 $ 3,920 6.2 $ - Exercisable, December 31, 2020 1,174 $ 3,960 6.1 $ - (1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. The following table presents information related to stock options at December 31, 2020: SCHEDULE OF STOCK OPTION BY EXERCISE PRICE Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price (1) Options (1) In Years Options (1) $ 1,040 2,960 44 8.7 44 $ 3,000 3,960 1,152 6.1 1,111 $ 4,000 23,960 1 3.5 1 $ 24,000 79,960 9 3.0 9 $ 80,000 120,000 9 1.2 9 1,215 6.1 1,174 (1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. The following table presents information related to stock option expense: SCHEDULE OF STOCK OPTION EXPENSE Weighted Average Remaining For the Years Ended Unrecognized at Amortization December 31, December 31, Period 2020 2019 2020 (Years) Consulting $ 110,557 $ 539,690 $ - - Research and development 177,281 417,838 81,482 0.8 General and administrative 403,863 670,995 15,073 0.8 $ 691,701 $ 1,628,523 $ 96,555 0.8 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | Note 7 - COMMITMENTS AND CONTINGENCIES Litigation, Claims and Assessments Coventry Enterprises, LLC On February 11, 2020, pursuant to an Order to Show Cause of the United States District Court of the Eastern District of New York (the “Court”), in the matter of Coventry Enterprises, LLC vs. BioRestorative Therapies, Inc., pending the hearing of the plaintiff’s application for a preliminary injunction, the Court issued a temporary restraining order enjoining the Company from issuing any additional shares of stock except for purposes of fulfilling the plaintiff’s share reserve requests or conversion requests until such reserve requests were fulfilled and enjoining the Company from reserving authorized shares for any other party until the plaintiff’s reserve requests were fulfilled. Pursuant to a hearing held on February 13, 2020, the temporary restraining order with regard to the Company issuing shares of common stock was not continued. On March 11, 2020, the Court ordered that the Company (i) convene and hold a special meeting, by no later than March 18, 2020, of the Board of Directors of the Company (the “Board”), for approval of certain changes to the shares of the Company, as set forth below; (ii) approve a reverse split and/or a stock consolidation, solely of the Company’s outstanding shares, at a ratio of 1,000 to 1, (iii) approve of the continuation of the Company’s then total authorized shares of common stock at 2,000,000,000 The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. Appointment or Departure of Directors and Certain Officers On March 18, 2021, the Company and Lance Alstodt, its President, Chief Executive Officer and Chairman of the Board, entered into an employment agreement (the “Alstodt Employment Agreement”) which provides for a term ending on March 18, 2026. Pursuant to the Alstodt Employment Agreement, Mr. Alstodt is entitled to receive initially an annual salary of $ 250,000 . Mr. Alstodt’s annual salary will increase by $ 50,000 per year. In addition, in the event certain performance goals are met, Mr. Alstodt’s salary will increase by $ 150,000 . The Alstodt Employment Agreement also provides for the grant to Mr. Alstodt pursuant to the Plan of (i) a ten year option for the purchase of 293,479 1,173,917,974 shares of common stock of the Company and (ii) 146,740 (586,958,987 pre- reverse stock split) RSUs of the Company (See Note 6 – Stockholders’ Deficit) for additional information. On March 18, 2021, the Company and Francisco Silva, its Vice President, Research and Development, entered into an employment agreement (the “Silva Employment Agreement”) which provides for a term ending on March 18, 2026. Puruant to the Silva Employment Agreement, Mr. Silva is entitled to receive initially an annual salary of $ 225,000 . Mr. Silva’s annual salary will increase by $ 50,000 150,000 293,479 1,173,917,974 146,740 586,958,987 Conversion of Convertible Notes During the year ended December 31, 2020 and prior to the Petition Date, certain lenders requested to exchange a portion of their outstanding convertible note principal and accrued interest for shares of the Company’s common stock. As of the Petition Date these shares had yet to be issued to the lenders; however, the shares of the Company’s common stock issued for unsecured claims as part of the Plan to the certain lenders represented the aggregate unsecured claims less the principal and accrued interest that was represented in the unaffected exchanges. The Company believes that there may be a potential contingency related to the non-issued shares that would be settled in shares of the Company’s common stock and not monetary compensation. On June 24, 2021, the Company entered into a Settlement Agreement with one of the above-mentioned 3,000,000 shares of the Company’s common stock in lieu of cash for an additional $ 30,000 of approved unsecured claims related to the Plan. The Company issued the 750 ( 3,000,000 pre- reverse stock split) shares on July 16, 2021 (See Note 9). | NOTE 10 – COMMITMENTS AND CONTINGENCIES Litigation, Claims and Assessments Coventry Enterprises, LLC On February 11, 2020, pursuant to an Order to Show Cause of the United States District Court of the Eastern District of New York (the “Court”), in the matter of Coventry Enterprises, LLC vs. BioRestorative Therapies, Inc., pending the hearing of the plaintiff’s application for a preliminary injunction, the Court issued a temporary restraining order enjoining the Company from issuing any additional shares of stock except for purposes of fulfilling the plaintiff’s share reserve requests or conversion requests until such reserve requests were fulfilled and enjoining the Company from reserving authorized shares for any other party until the plaintiff’s reserve requests were fulfilled. Pursuant to a hearing held on February 13, 2020, the temporary restraining order with regard to the Company issuing shares of common stock was not continued. On March 11, 2020, the Court ordered that the Company (i) convene and hold a special meeting, by no later than March 18, 2020, of the Board of Directors of the Company (the “Board”), for approval of certain changes to the shares of the Company, as set forth below; (ii) approve a reverse split and/or a stock consolidation, solely of the Company’s outstanding shares, at a ratio of 1,000 to 1, (iii) approve of the continuation of the Company’s then total authorized shares of common stock at 500,000 2,000,000,000 The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. Appointment or Departure of Directors and Certain Officers The Company and Mark Weinreb, its former Chief Executive Officer (“Former CEO”), were parties to an employment agreement that, as amended, was to expire on December 31, 2019. Pursuant to the employment agreement, as amended, in the event that (a) the Former CEO’s employment was terminated by the Company without cause, or (b) the Former CEO terminated his employment for “good reason” (each as defined in the employment agreement), or (c) the term of the Former CEO’s employment agreement was not extended beyond December 31, 2019 and within three months of such expiration date, his employment was terminated by the Company without “cause” or the Former CEO terminated his employment for any reason, the Former CEO was to be entitled to receive severance in an amount equal to his then annual base salary and certain benefits, plus $ 100,000 300,000 400,000 100,000 Conversion of Convertible Notes During the year ended December 31, 2020, certain lenders requested to exchange a portion of their outstanding convertible note principal and accrued interest for shares of the Company’s common stock. As of the Petition Date these shares had yet to be issued to the lenders; however, the shares of the Company’s common stock issued for unsecured claims as part of the Plan to the certain lenders represented the aggregate unsecured claims less the principal and accrued interest that was represented in the uneffected exchanges. The Company believes that there may be a potential contingency related to the non-issued shares that would be settled in shares of the Company’s common stock and not monetary compensation. |
LEASES
LEASES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
LEASES | Note 8 - LEASES With the adoption of ASC 842, operating lease agreements are required to be recognized on the balance sheet as ROU assets and corresponding lease liabilities. The Company is a party to a lease for 6,800 March 2020 132,600 149,260 153,748 173,060 When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its estimated incremental borrowing rate at August 1, 2019. The weighted average incremental borrowing rate applied was 12 The following table presents net lease cost and other supplemental lease information: SCHEDULE OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Lease cost Operating lease cost (cost resulting from lease payments) $ 79,186 $ 76,874 Short term lease cost Sublease income Net lease cost $ 79,186 $ 76,874 Operating lease – operating cash flows (fixed payments) $ 79,186 $ 76,874 Operating lease – operating cash flows (liability reduction) $ 49,085 $ 41,457 Non-current leases – right of use assets $ 415,827 $ 531,872 Current liabilities – operating lease liabilities $ 109,856 $ 93,093 Non-current liabilities – operating lease liabilities $ 362,949 $ 472,805 Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the six months ended June 30, 2021: SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES Fiscal Year Operating Leases 2021 (excluding the six months ended June 30, 2021) $ 79,186 2022 163,132 2023 168,028 2024 173,060 Total future minimum lease payments 583,406 Amount representing interest (110,601 ) Present value of net future minimum lease payments $ 472,805 | NOTE 12 – LEASES With the adoption of ASC 842, operating lease agreements are required to be recognized on the balance sheet as ROU assets and corresponding lease liabilities. The Company is a party to a lease for 6,800 The Melville Lease was scheduled to expire in March 2020 (subject to extension at the option of the Company for a period of five years) and provided for an annual base rental during the initial term ranging between $ 132,600 149,260 the Company exercised its option to extend the Melville Lease and entered into a lease amendment with the lessor whereby the five-year extension term commenced on January 1, 2020 153,748 173,060 On August 1, 2019, the Company recognized ROU assets and lease liabilities of $ 638,246 five years When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its estimated incremental borrowing rate at August 1, 2019. The weighted average incremental borrowing rate applied was 12% The following table presents net lease cost and other supplemental lease information: SCHEDULE OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION Year Ended December 31, 2020 Lease cost Operating lease cost (cost resulting from lease payments) $ 153,748 Short term lease cost - Sublease income - Net lease cost $ 153,748 Operating lease – operating cash flows (fixed payments) $ 153,748 Operating lease – operating cash flows (liability reduction) $ 85,465 Non-current leases – right of use assets $ 473,849 Current liabilities – operating lease liabilities $ 158,371 Non-current liabilities – operating lease liabilities $ 363,519 Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the year ended December 31, 2020: SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES Fiscal Year Operating Leases 2021 $ 158,371 2022 163,132 2023 168,028 2024 173,060 Total future minimum lease payments 662,591 Amount representing interest (140,701 ) Present value of net future minimum lease payments $ 521,890 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Subsequent to June 30, 2021, pursuant to the Plan, for 110 % of the DIP Costs, the Company agreed to issue to Auctus secured convertible promissory notes in the aggregate principal amount of $ 183,043 , with a maturity date of November 16, 2023 . The notes bear interest at 7 % per annum which is payable on maturity. Amounts due under the notes may be converted into shares of the Company’s common stock, at $ 0.0001 par value, at a conversion price equal to the average five daily volume weighted average price on the latest day prior to the conversion date. In connection with the notes, the Company has agreed to grant to Auctus Class A Warrants to purchase up to 83,201 ( 332,805,400 shares of the Company’s common stock at an exercise price of $ 2.00 0.0005 pre -reverse stock split) per share. The Class A Warrants expire on November 16, 2025 . In addition, in connection with the notes, the Company has agreed to grant to Auctus Class B Warrants to purchase up to 41,601 ( 166,402,700 pre-reverse stock split) shares of the Company’s common stock at an exercise price of $ 4.00 ($ 0.001 per share. The Class B Warrants expire on November 16, 2025 . Subsequent to June 30, 2021, pursuant to the Plan, for 110 % of the Plan Costs, the Company agreed to issue Auctus a secured convertible promissory note in the principal amount of $ 532,499 , with a maturity date of November 16, 2023 7 0.0001 Exercise of Warrants During September 2021, the Company issued an aggregate of 34,500 138,000,000 15 0.0038 During October 2021, the Company issued an aggregate of 25,000 100,000,000 240 0.06 Settlement Agreement The Company entered into a Settlement Agreement with a prior note holder, in connection with the conversion of a note prior to the Petition Date (See Note 7). Pursuant to the Settlement Agreement, subsequent to June 30, 2021, the Company issued 750 ( 3,000,000 shares of the Company’s common stock to the note holder with a fair value of $ 28 0.007 pre-reverse stock split) per share. Reverse Stock Split On October 27, 2021, the company effected a 4,000 for 1 reverse stock split | NOTE 13 – SUBSEQUENT EVENTS Convertible Notes December 31, 2020, pursuant to the Plan, for 110% 183,043 November 16, 2023 7% 0.0001 83,201 332,805,400 2.00 0.0005 November 16, 2025 41,601 166,402,700 4.00 0.001 Subsequent to December 31, 2021, pursuant to the Plan, for 110% 532,499 November 16, 2023 7% 0.0001 Exercise of Warrants During March 2021, the Company issued an aggregate of 73,582 294,328,000 40 0.01 During June 2021, the Company issued an aggregate of 39,750 159,000,000 32.16 0.008 During September 2021, the Company issued an aggregate of 34,500 138,000,000 15.20 0.0038 During October 2021, the Company issued an aggregate of 25,000 100,000,000 240 0.06 Conversion of Notes Payable On January 26, 2021, the Company issued 2,781 11,123,856 48 0.012 118,397 1,151 On March 11, 2021, the Company issued 2,071 8,285,719 60 0.015 92,666 1,460 On June 1, 2021, the Company issued 3,217 12,866,735 32.22 .008 100,000 3,644 Appointment or Departure of Directors and Certain Officers On March 18, 2021, Nickolay Kukekov was elected a director of the Company. On March 18, 2021, the Company’s Board of Directors adopted the BioRestorative Therapies, Inc. 2021 Stock Incentive Plan (the “Plan”). Pursuant to the Plan, a total of 1,175,000 4,700,000,000 On March 18, 2021, the Company and Lance Alstodt, its President, Chief Executive Officer and Chairman of the Board, entered into an employment agreement (the “Alstodt Employment Agreement”) which provides for a term ending on March 18, 2026. Pursuant to the Alstodt Employment Agreement, Mr. Alstodt is entitled to receive initially an annual salary of $ 250,000 50,000 150,000 ten year 293,479 1,173,917,974 146,740 586,958,987 On March 18, 2021, the Company and Francisco Silva, its Vice President, Research and Development, entered into an employment agreement (the “Silva Employment Agreement”) which provides for a term ending on March 18, 2026. Pursuant to the Silva Employment Agreement, Mr. Silva is entitled to receive initially an annual salary of $ 225,000 50,000 150,000 293,479 1,173,917,974 146,740 586,958,987 Settlement Agreement The Company entered into a Settlement Agreement with a prior note holder, in connection with the conversion of a note prior to the Petition Date. Pursuant to the Settlement Agreement, subsequent to December 31, 2020, the Company issued 750 3,000,000 28 0.007 Reverse Stock Split On October 27, 2021, the company effected a 4,000 for 1 reverse stock split |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2020 | |
Liquidity | |
LIQUIDITY | NOTE 2 – LIQUIDITY The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. For the year ended December 31, 2020, the Company had a loss from operations of approximately $ 2,752,000 1,964,000 The Company believes the following has been able to mitigate the above factors with regards to its ability to continue as a going concern: (i) as part of its Chapter 11 reorganization approximately $ 14,700,000 1,189,413 3,848,548 3,500,000 1,226,901 650,000 2,455,935 BRTX-100. Current funds on hand will not be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2020 December 31, 2019 Medical equipment $ 352,133 $ 352,133 Furniture and fixtures 123,487 123,487 Computer software and equipment 107,648 107,648 Office equipment 12,979 12,979 Leasehold improvements 304,661 304,661 900,908 900,908 Less: accumulated depreciation (878,994 ) (832,506 ) Property and equipment, net $ 21,914 $ 68,402 Total depreciation expense for the years ended December 31, 2020 and 2019 was $ 46,488 142,465 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | Note 9 – DERIVATIVE LIABILITIES The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 DERIVATIVE LIABILITIES Beginning balance as of January 1, 2019 $ 1,094,607 Issuance of derivative liabilities 6,650,667 Extinguishment of derivative liabilities in connection with convertible note repayments and exchanges (3,230,779 ) Change in fair value of derivative liabilities (788,970 ) Reclassification of derivative liabilities to equity (2,809,566 ) Beginning balance as of December 31, 2019 $ 915,959 Issuance of derivative liabilities 2,483,532 Extinguishment of derivative liabilities in connection with convertible note repayments and exchanges (1,165,329 ) Change in fair value of derivative liabilities 2,141,069 Write-off of derivative liabilities pursuant to ASC 852 (4,375,231 ) Ending balance as of December 31, 2020 $ - In applying the Multinomial Lattice and Black-Scholes option pricing models to derivatives issued and outstanding during the years ended December 31, 2020 and 2019, the Company used the following assumptions: SUMMARY OF DERIVATIVE LIABILITIES FAIR VALUE ASSUMPTION For the Years Ended December 31, 2020 2019 Risk free interest rate 0.06% 2.16% 1.54% 2.16% Expected term (years) 0.12 5 0.08 5 Expected volatility 101% 133% 91% 133% During the year ended December 31, 2019, the Company recorded new derivative liabilities in the aggregate amounts of $ 5,331,147 1,400,365 During the year ended December 31, 2019, the Company extinguished an aggregate of $ 3,230,780 During the year ended December 31, 2019, the Company reclassified an aggregate of $ 2,809,566 On December 31, 2019, the Company recomputed the fair value of ECOs recorded as derivative liabilities to be $ 962,042 118,600 On December 31, 2019, the Company recomputed the fair value of the derivative liabilities related to outstanding warrants to be $ 34,762 670,370 During the year ended December 31, 2020, the Company recorded new derivative liabilities in the aggregate amount of $ 2,473,532 10,000 During the year ended December 31, 2020, the Company extinguished an aggregate of $ 1,165,329 During the year ended December 31, 2020 and prior to the Petition Date, the Company recomputed the fair value of ECOs and warrants recorded as derivative liabilities to be $ 4,375,231 2,141,069 During the year ended December 31, 2020 and subsequent to the Petition Date, pursuant to ASC 852, Reorganziations 4,375,231 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES The Company identified its federal and New York tax returns as its “major” tax jurisdictions. The period its income tax returns are subject to examination for these jurisdictions is 2017 through 2020. The Company believes its income tax filing positions and deductions will be sustained on audit, and it does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no liabilities for uncertain tax positions have been recorded. At December 31, 2020 and 2019, the Company had approximately $ 36,600,000 29,900,000 8,000,000 28,600,000 In accordance with Section 382 of the Internal Revenue Code, the usage of the Company’s net operating loss carryforwards are subject to annual limitations due to several greater than 50% ownership changes. 28,200,000 9,600,000 The Company has not performed a formal analysis for the year ended December 31, 2020, but it believes its ability to use such net operating losses and tax credit carryforwards in the future is subject to annual limitations due to change of control provisions under Sections 382 and 383 of the Internal Revenue Code, which will significantly impact its ability to realize these deferred tax assets. The Company’s net deferred tax assets, liabilities and valuation allowance as of December 31, 2020 and 2019 are summarized as follows: SCHEDULE OF DEFERRED TAX ASSETS, LIABILITIES AND VALUATION ALLOWANCE 2020 2019 December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 9,700,000 $ 7,800,000 Stock-based compensation 4,070,000 3,880,000 Research & development tax credits 358,000 358,000 Total deferred tax assets 14,128,000 12,038,000 Deferred tax liabilities: Intangible assets (30,000 ) (26,000 ) Total deferred tax liabilities (30,000 ) (26,000 ) Net deferred tax assets 14,098,000 12,012,000 Valuation allowance $ (14,098,000 ) $ (12,012,000 ) Deferred tax asset, net of valuation allowance $ - $ - Change in valuation allowance $ (2,086,000 ) $ (3,834,000 ) The income tax provision (benefit) as of December 31, 2020 and 2019 consists of the following: SCHEDULE OF INCOME TAX PROVISION (BENEFIT) 2020 2019 December 31, 2020 2019 Federal: Current $ - $ - Deferred - - State and local: Current - - Deferred - - Total income tax provision (benefit) $ - $ - A reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended December 31, 2020 and 2019 is as follows: SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE 2020 2019 Federal statutory blended income tax rates (21 )% (21 )% State statutory income tax rate, net of federal benefit (5 ) (5 ) Permanent differences 7.6 0.1 True-ups and other - (0.3 ) Change in valuation allowance 18.4 26.2 Effective tax rate - % - % As of the date of this filing, the Company has not filed its 2020 or 2019 federal and state corporate income tax returns. The Company expects to file these documents as soon as practicable. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial information as of and for the three and six months ended June 30, 2021 and 2020 has been prepared in accordance with GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position at such dates and the operating results and cash flows for such periods. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”). These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 30, 2021. | Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with GAAP. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Stem Pearls. Intercompany accounts and transactions have been eliminated upon consolidation. | Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Stem Pearls. Intercompany accounts and transactions have been eliminated upon consolidation. |
Chapter 11 Cases | Chapter 11 Case Chapter 11 Accounting The unaudited condensed consolidated financial statements included herein have been prepared as if we were a going concern and in accordance with Accounting Standards Codification (“ASC”) 852, Reorganizations Weak industry conditions in 2019 negatively impacted the Company’s results of operations and cash flows and may continue to do so in the future. In order to decrease the Company’s indebtedness and maintain the Company’s liquidity levels sufficient to meet its commitments, the Company undertook a number of actions, including minimizing capital expenditures and further reducing its recurring operating expenses. The Company believed that even after taking these actions, it would not have sufficient liquidity to satisfy its debt service obligations and meet its other financial obligations. On March 20, 2020 (the “Petition Date”), the Company filed a voluntary petition commencing a case under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York. On August 7, 2020, the Company and Auctus, the Company’s largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”) and on October 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as amended. Amendments to the Plan are reflected in the Confirmation Order. On November 16, 2020 (the “Effective Date”), the Plan became effective. Reorganization Items, Net The Company incurred costs after the Petition Date associated with the reorganization, primarily unamortized debt discount and post petition professional fees. In accordance with applicable guidance, costs associated with the bankruptcy proceedings have been recorded as reorganization items, net within the accompanying unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020. Reorganization items, net for the three and six months ended June 30, 2021 were $ - 3,361,416 781,306 Reorganization items, net for the three and six months ended June 30, 2020, consisted of the following: SCHEDULE OF REORGANIZATION ITEMS, NET Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Professional fees $ (149,690 ) $ (149,690 ) Write-off of derivative liability 4,375,231 4,375,231 Default interest and penalties (864,125 ) (864,125 ) Exchange of common stock for allowable claims Exchange of secured convertible debt for allowable claims Unamortized debt discount on convertible notes - (2,580,110 ) Total reorganization items, net $ 3,361,416 $ 781,306 | Chapter 11 Cases Chapter 11 Accounting The consolidated financial statements included herein have been prepared as if we were a going concern and in accordance with Accounting Standards Codification (“ASC”) 852, Reorganizations Weak industry conditions in 2019 negatively impacted the Company’s results of operations and cash flows and may continue to do so in the future. In order to decrease the Company’s indebtedness and maintain the Company’s liquidity levels sufficient to meet its commitments, the Company undertook a number of actions, including minimizing capital expenditures and further reducing its recurring operating expenses. The Company believed that even after taking these actions, it would not have sufficient liquidity to satisfy its debt service obligations and meet its other financial obligations. On March 20, 2020 (the “Petition Date”), the Company filed a voluntary petition commencing a case under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York. On August 7, 2020, the Company and Auctus, the Company’s largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”). On November 16, 2020 (the “Effective Date”), the Plan became effective. Reorganization Items, Net The Company incurred costs after the Petition Date associated with the reorganization, primarily unamortized debt discount, exchange of common stock and unsecured convertible notes for allowable claims and post-petition professional fees. In accordance with applicable guidance, costs associated with the bankruptcy proceedings have been recorded as reorganization items, net within the accompanying consolidated statements of operations for the year ended December 31, 2020. Reorganization items, net for the year ended December 31, 2020, was $ (4,081,245) Reorganization items, net for the year ended December 31, 2020, consisted of the following: SCHEDULE OF REORGANIZATION ITEMS, NET Year Ended December 31, 2020 Professional fees $ (476,652 ) Write-off of derivative liability 4,375,231 Default interest and penalties (864,125 ) Exchange of common stock for allowable claims (3,047,417 ) Exchange of secured convertible debt for allowable claims (1,488,172 ) Unamortized debt discount on convertible notes (2,580,110 ) Total reorganization items, net $ (4,081,245 ) |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the unaudited condensed consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates which may cause the Company’s future results to be affected. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the accompanying unaudited condensed consolidated financial statements. Significant estimates include the carrying value of intangible assets, deferred tax asset and valuation allowance, estimated fair value of derivative liabilities stemming from convertible debt securities, assumptions used in management’s liquidity analysis, and assumptions used in the Black-Scholes-Merton pricing model, such as expected volatility, risk-free interest rate, and expected divided rate. | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates which may cause the Company’s future results to be affected. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the accompanying consolidated financial statements. Significant estimates include the carrying value of intangible assets, deferred tax asset and valuation allowance, estimated fair value of derivative liabilities stemming from convertible debt securities, and assumptions used in the Black-Scholes-Merton pricing model, such as expected volatility, risk-free interest rate, and expected divided rate. |
Revenue | Revenue The Company derives all of its revenue pursuant to a license agreement between the Company and a stem cell treatment company (“SCTC”) entered into in January 2012, as amended in November 2015. Pursuant to the license agreement, the SCTC granted to the Company a license to use certain intellectual property related to, among other things, stem cell disc procedures and the Company has granted to the SCTC a sublicense to use, and the right to sublicense to third parties the right to use, in certain locations in the United States and the Cayman Islands, certain of the licensed intellectual property. In consideration of the sublicenses, the SCTC has agreed to pay the Company royalties on a per disc procedure basis. Practical Expedients As part of ASC Topic 606, the Company has adopted several practical expedients including: ● Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less. ● Unsatisfied Performance Obligations – all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore, is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. ● Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. The Company may recognize revenue in the amount to which the entity has a right to invoice. Contract Modifications There were no contract modifications during the three and six months ended June 30, 2021. Contract modifications are not routine in the performance of the Company’s contracts. | Revenue The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which the Company adopted beginning on January 1, 2019, utilizing the modified retrospective method. The approach was applied to contracts that were in process as of January 1, 2019. The adoption of ASC Topic 606 did not have an impact on the Company’s reported revenue or contracts in process at January 1, 2019. The reported results for the fiscal year 2019 reflect the application of ASC Topic 606. The Company derives all of its revenue pursuant to a license agreement between the Company and a stem cell treatment company (“SCTC”) entered into in January 2012, as amended in November 2015. Pursuant to the license agreement, the SCTC granted to the Company a license to use certain intellectual property related to, among other things, stem cell disc procedures and the Company has granted to the SCTC a sublicense to use, and the right to sublicense to third parties the right to use, in certain locations in the United States and the Cayman Islands, certain of the licensed intellectual property. In consideration of the sublicenses, the SCTC has agreed to pay the Company royalties on a per disc procedure basis. The Company’s contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts have a single performance obligation which is not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company’s performance obligation is satisfied upon the transfer of risk of loss to the customer. All sales have fixed pricing and there are currently no variable components included in the Company’s revenue. The timing of the Company’s revenue recognition may differ from the timing of receiving royalty payments. A receivable is recorded when revenue is recognized prior to receipt of a royalty payment and the Company has an unconditional right to the royalty payment. Alternatively, when a royalty payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. During the years ended December 31, 2020 and 2019, the Company recognized $ 77,000 130,000 Practical Expedients As part of ASC Topic 606, the Company has adopted several practical expedients including: ● Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less. ● Unsatisfied Performance Obligations – all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 60 and therefore, is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date the Company may recognize revenue in the amount to which the entity has a right to invoice. Contract Modifications There were no contract modifications during the years ended December 31, 2020 and 2019. Contract modifications are not routine in the performance of the Company’s contracts. |
Cash | Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no | Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no |
Accounts Receivable | Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances, net of allowances for doubtful accounts. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides for allowances for doubtful receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. The Company did no | Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for doubtful accounts. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides for allowances for doubtful receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. The Company did no |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three fifteen years 3 5 Leasehold improvements are amortized over the lesser of (i) the useful life of the asset, or (ii) the remaining lease term. Maintenance and repairs are charged to expense as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three fifteen 3 5 Leasehold improvements are amortized over the lesser of (i) the useful life of the asset, or (ii) the remaining lease term. Maintenance and repairs are charged to expense as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. During the three and six months ended June 30, 2021 and 2020, the Company determined that there was no | Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the years ended December 31, 2020 and 2019, we determined that there was no |
Intangible Assets | Intangible Assets The Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. | Intangible Assets The Company records its intangible assets at cost in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. |
Advertising and Marketing Costs | Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 6,220 6,123 8,820 28,131 | Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 28,281 321,280 |
Fair Value Measurements | Fair Value Measurements As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. | Fair Value Measurements As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. See Note 9 – Derivative Liabilities for additional details regarding the valuation technique and assumptions used in valuing Level 3 inputs. |
Net Loss per Common Share | Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. All vested outstanding options and warrants are considered potential common stock. The dilutive effect, if any, of stock options, warrants, and unvested restricted stock units (“RSUs”) are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, options, warrants, RSUs and convertible notes have been excluded from the Company’s computation of net loss per common share for the three and six months ended June 30, 2021 and 2020. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES Three Months Ended June 30, 2021 (2) 2020 (2) Options 588,048 1,217 Warrants 3,626,847 2,005 Unvested RSUs 293,479 - Convertible notes – common stock 198,949 (1) - Total 4,707,323 3,222 Six Months Ended June 30, 2021 (2) 2020 (2) Options 588,048 1,217 Warrants 3,626,847 2,005 Unvested RSUs 293,479 - Convertible notes – common stock 198,949 (1) - Total 4,707,323 3,222 (1) As of June 30, 2021 all of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 12,876,004 ( 51,504,015,462 pre-reverse stock split) shares of common stock reserved for future note conversions as of June 30, 2021. (2) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. All vested outstanding options and warrants are considered potential common stock. The dilutive effect, if any, of stock options and warrants are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, options, warrants, and convertible notes have been excluded from the Company’s computation of net loss per common share for the years ended December 31, 2020 and 2019. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES Year Ended December 31, 2020 2019 Options 1,215 1,220 Warrants 3,750,597 2,095 Convertible notes 109,077 (1) 125,387 (2) Total 3,860,889 128,702 (1) As of December 31, 2020 all of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 13,073,094 52,292,375,355 (2) As of December 31, 2019 many of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 56,256 225,023,100 |
Stock-Based Compensation | Stock-based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to Accounting Standards Update (“ASU”) 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. Since the shares underlying the Company’s 2010 Equity Participation Plan and the 2021 Stock Incentive Plan (the “Plans”) are registered, the Company estimates the fair value of the awards granted under the Plans based on the market value of its freely tradable common stock as reported on the OTC Markets. On February 3, 2020, the Company was advised by OTC Markets Group that, based upon the closing bid price of the Company’s common stock being less than $ 0.001 | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. Since the shares underlying the Company’s 2010 Equity Participation Plan (the “Plan”) are registered, the Company estimates the fair value of the awards granted under the Plan based on the market value of its freely tradable common stock as reported on the OTCQB market. On February 3, 2020, the Company was advised by OTC Markets Group that, based upon the closing bid price of the Company’s common stock being less than $ 0.001 |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC 740, Income Taxes For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the unaudited condensed consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the unaudited condensed consolidated statements of operations when a determination is made that such expense is likely. | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax assets will not be realized. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) ASC. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options (“ECOs”) and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. Conversion options are recorded as a discount to the host instrument and are amortized as amortization of debt discount on the unaudited condensed consolidated financial statements over the life of the underlying instrument. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Multinomial Lattice Model and Black-Scholes Model were used to estimate the fair value of the ECOs of convertible notes payable, warrants, and stock options that are classified as derivative liabilities on the unaudited condensed consolidated balance sheets. The models include subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the actual volatility during the most recent historical period of time equal to the weighted average life of the instruments. | Derivative Financial Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) ASC. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options (“ECOs”) and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. Conversion options are recorded as a discount to the host instrument and are amortized as amortization of debt discount on the consolidated financial statements over the life of the underlying instrument. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Multinomial Lattice Model and Black-Scholes Model were used to estimate the fair value of the ECOs of convertible notes payable, the warrants, and stock options that are classified as derivative liabilities on the consolidated balance sheets. The models include subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the actual volatility during the most recent historical period of time equal to the weighted average life of the instruments. |
Sequencing Policy | Sequencing Policy Under ASC 815-40-35 (“ASC 815”), the Company has adopted a sequencing policy, whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees and directors, or to compensate grantees in a share-based payment arrangement, are not subject to the sequencing policy. | Sequencing Policy Under ASC 815-40-35 (“ASC 815”), the Company has adopted a sequencing policy, whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees and directors, or to compensate grantees in a share-based payment arrangement, are not subject to the sequencing policy. |
Leases | Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”)). The standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use (“ROU”) asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the ROU asset) and interest expense (for interest on the lease liability). A lease is defined as a contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. In accordance with ASC 842, Leases ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Leases in which the Company is the lessee are comprised of office rental. All of the leases are classified as operating leases. The Company has a lease agreement for office space with a remaining term of 3.5 | Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard, which the Company adopted on January 1, 2019, was applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The adoption of ASU 2016 - 02 did not have a material impact on the Company’s financial statements and related disclosures. A lease is defined as a contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On January 1, 2019, the Company adopted ASC 842 and it primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee. In accordance with ASC 842, Leases ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Leases in which the Company is the lessee are comprised of office rental. All of the leases are classified as operating leases. The Company has a lease agreement for office space with a remaining term of four |
Recent Accounting Pronouncements | Recently Issued Accounting Standards In May 2021, the FASB issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its unaudited condensed consolidated financial statements. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. | Recent Accounting Pronouncements All newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Concentrations | Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 2,815,000 - The royalties related to the Company’s sublicense comprised all of the Company’s revenue during the years ended December 31, 2020 and 2019. See “Revenue” below. During the years ended December 31, 2020 and 2019, 84 30 | Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 2,815,000 - The royalties related to the Company’s sublicense comprised all of the Company’s revenue during the years ended December 31, 2020 and 2019. See “Revenue” below. During the years ended December 31, 2020 and 2019, 84 30 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts receivable, accounts payable and accrued expenses, and other current liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of notes approximate the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company’s debt and interest payable on the notes approximates the Company’s incremental borrowing rate. | |
Convertible Instruments | Convertible Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments (the beneficial conversion feature) based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF REORGANIZATION ITEMS, NET | Reorganization items, net for the three and six months ended June 30, 2020, consisted of the following: SCHEDULE OF REORGANIZATION ITEMS, NET Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Professional fees $ (149,690 ) $ (149,690 ) Write-off of derivative liability 4,375,231 4,375,231 Default interest and penalties (864,125 ) (864,125 ) Exchange of common stock for allowable claims Exchange of secured convertible debt for allowable claims Unamortized debt discount on convertible notes - (2,580,110 ) Total reorganization items, net $ 3,361,416 $ 781,306 | Reorganization items, net for the year ended December 31, 2020, consisted of the following: SCHEDULE OF REORGANIZATION ITEMS, NET Year Ended December 31, 2020 Professional fees $ (476,652 ) Write-off of derivative liability 4,375,231 Default interest and penalties (864,125 ) Exchange of common stock for allowable claims (3,047,417 ) Exchange of secured convertible debt for allowable claims (1,488,172 ) Unamortized debt discount on convertible notes (2,580,110 ) Total reorganization items, net $ (4,081,245 ) |
SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES | The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES Three Months Ended June 30, 2021 (2) 2020 (2) Options 588,048 1,217 Warrants 3,626,847 2,005 Unvested RSUs 293,479 - Convertible notes – common stock 198,949 (1) - Total 4,707,323 3,222 Six Months Ended June 30, 2021 (2) 2020 (2) Options 588,048 1,217 Warrants 3,626,847 2,005 Unvested RSUs 293,479 - Convertible notes – common stock 198,949 (1) - Total 4,707,323 3,222 (1) As of June 30, 2021 all of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 12,876,004 ( 51,504,015,462 pre-reverse stock split) shares of common stock reserved for future note conversions as of June 30, 2021. (2) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES Year Ended December 31, 2020 2019 Options 1,215 1,220 Warrants 3,750,597 2,095 Convertible notes 109,077 (1) 125,387 (2) Total 3,860,889 128,702 (1) As of December 31, 2020 all of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 13,073,094 52,292,375,355 (2) As of December 31, 2019 many of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 56,256 225,023,100 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF INTANGIBLE ASSETS BY MAJOR CLASS | Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS BY MAJOR CLASS Patents and Trademarks Licenses Accumulated Amortization Total Balance as of January 1, 2020 $ 3,676 $ 1,301,500 $ (566,012 ) $ 739,164 Amortization expense - - (74,896 ) (74,896 ) Balance as of December 31, 2020 3,676 1,301,500 (640,908 ) 664,268 Amortization expense - - (37,264 ) (37,264 ) Balance as of June 30, 2021 $ 3,676 $ 1,301,500 $ (678,172 ) $ 627,004 Weighted average remaining amortization period at June 30, 2021 (in years) - 8.43 | Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS BY MAJOR CLASS Patents and Trademarks Licenses Accumulated Amortization Total Balance as of January 1, 2019 $ 3,676 $ 1,301,500 $ (491,117 ) $ 814,059 Amortization expense - - (74,895 ) (74,895 ) Balance as of December 31, 2019 3,676 1,301,500 (566,012 ) 739,164 Amortization expense - - (74,896 ) (74,896 ) Balance as of December 31, 2020 $ 3,676 $ 1,301,500 $ (640,908 ) $ 664,268 Weighted average remaining amortization period at December 31, 2020 (in years) - 8.9 |
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSES | Amortization of intangible assets consists of the following: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSES Patents and Trademarks Licenses Accumulated Amortization Balance as of January 1, 2020 $ 3,312 $ 562,700 $ 566,012 Amortization expense 364 74,532 74,896 Balance as of December 31, 2020 3,676 637,232 640,908 Amortization expense - 37,264 37,264 Balance as of June 30, 2021 $ 3,676 $ 674,496 $ 678,172 | Amortization of intangible assets consists of the following: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSES Patents and Trademarks Licenses Accumulated Amortization Balance as of January 1, 2019 $ 2,944 $ 488,173 $ 491,117 Amortization expense 368 74,527 74,895 Balance as of December 31, 2019 3,312 562,700 566,012 Amortization expense 364 74,531 74,895 Balance as of December 31, 2020 $ 3,676 $ 637,231 $ 640,907 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | Accrued expenses and other current liabilities consist of: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES June 30, 2021 December 31, 2020 Accrued payroll $ 22,898 $ - Accrued research and development expenses 29,673 - Accrued general and administrative expenses 10,000 60,661 Accrued director compensation Deferred rent Accrued DIP and Plan costs related to DIP Funding and Plan (1) 650,493 657,598 Total accrued expenses $ 713,064 $ 718,259 (1) Amount represents DIP and Plan costs associated with the Auctus DIP Funding and the Plan. | Accrued expenses and other current liabilities consist of: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, 2020 December 31, 2019 Accrued payroll $ - $ 152,308 Accrued research and development expenses - 806,175 Accrued general and administrative expenses 60,661 1,392,743 Accrued director compensation - 557,500 Deferred rent - 12,438 Accrued DIP and Plan costs related to DIP Funding and Plan 657,598 (1) - Total accrued expenses $ 718,259 $ 2,921,164 (1) Amount Represents DIP and Plan costs associated with the Auctus DIP Funding and the Plan. As of December 31, 2020, these amounts were note finalized and, as a result, were recorded as accrued expenses in the consolidated balance sheets. Subsequent to December 31, 2020, upon finalization, the amount representing the costs associated with the DIP Funding and the Plan will be converted into a Secured Convertible Note. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF NOTES PAYABLE ACTIVITY | A summary of the notes payable activity during the six months ended June 30, 2021 is presented below: SCHEDULE OF NOTES PAYABLE ACTIVITY Convertible Notes Other Loans Debt Discount Total Outstanding, January 1, 2021 $ 9,637,102 $ - $ (5,366,869 ) $ 4,270,233 Issuances - 250,000 - 250,000 Exchanges for equity (311,063 ) - 82,130 (228,933 ) Amortization of debt discount - - 742,534 742,534 Outstanding, June 30, 2021 $ 9,326,039 $ 250,000 $ (4,542,205 ) $ 5,033,834 | A summary of the notes payable activity during the years ended December 31, 2020 and 2019 is presented below: SCHEDULE OF NOTES PAYABLE ACTIVITY Related Party Notes Convertible Notes Other Notes Debt Discount Total Outstanding, December 31, 2018 $ 720,000 $ 4,309,415 $ 132,501 $ (1,012,363 ) $ 4,149,553 Beginning balance $ 720,000 $ 4,309,415 $ 132,501 $ (1,012,363 ) $ 4,149,553 Issuances 635,000 9,913,339 340,000 - 10,888,339 Exchanges for equity - (2,637,323 ) - 634,525 (2,002,798 ) Repayments (70,000 ) (4,817,105 ) (7,500 ) 428,939 (4,465,666 ) Extinguishment of notes payable - - (148,014 ) 6,196 (141,818 ) Recognition of debt discount - - - (5,523,830 ) (5,523,830 ) Accretion of interest expense - - - 548,026 548,026 Accrued interest reclassified to notes payable principal - - 23,013 - 23,013 Amortization of debt discount - - - 3,671,087 3,671,087 Outstanding, December 31, 2019 1,285,000 6,768,326 340,000 (1,247,420 ) 7,145,906 Beginning balance 1,285,000 6,768,326 340,000 (1,247,420 ) 7,145,906 Issuances 353,762 3,936,548 - - 4,290,310 Third-party purchases (287,041 ) 287,041 - - - Exchanges for equity - (813,393 ) - 253,654 (559,739 ) Exchanged for equity pursuant to Chapter 11 Plan (998,139 ) (3,592,395 ) (340,000 ) - (4,930,534 ) Secured and Unsecured convertible notes payable exchanged pursuant to Chapter 11 Plan, net (353,582 ) 3,050,975 - - 2,697,393 Recognition of debt discount - - - (8,534,245 ) (8,534,245 ) Accretion of interest expense - - - 2,886,036 2,886,036 Amortization of debt discount - - 1,275,106 1,275,106 Outstanding, December 31, 2020 $ - $ 9,637,102 $ - $ (5,366,869 ) $ 4,270,233 Ending balance $ - $ 9,637,102 $ - $ (5,366,869 ) $ 4,270,233 |
SCHEDULE OF FUTURE MINIMUM PAYMENTS OF NOTES PAYABLE | Future minimum payments under the above notes payable following the six months ended June 30, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS OF NOTES PAYABLE Remainder of 2021 $ - Remainder of 2021 $ - 2022 58,970 2023 9,385,601 2024 60,161 Thereafter 71,307 Total future minimum payments 9,576,039 Less: discount (4,542,205 ) Less:payable 5,033,834 Less: current (29,411 ) Notes payable, non-current $ 5,004,423 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
SCHEDULE OF WARRANTS GRANTED ASSUMPTIONS | In applying the Black-Scholes option pricing model to warrants granted or issued, the Company used the following assumptions: SCHEDULE OF WARRANTS GRANTED ASSUMPTIONS For the Six Months Ended June 30, 2020 Risk free interest rate 1.63 % Contractual term (years) 5.00 Expected volatility 202 % | In applying the Black-Scholes option pricing model to warrants granted or issued, the Company used the following assumptions: SCHEDULE OF WARRANTS GRANTED ASSUMPTIONS For the Years Ended December 31, 2020 2019 Risk free interest rate 0.41% 1.63 % 1.38% 2.62 % Expected term (years) 5.00 5.00 1.00 5.00 Expected volatility 202% 278 % 140% 167 % Expected dividends 0.00 % 0.00 % |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity during the six months ended June 30, 2021 is presented below: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants (1) Price (1) In Years Value Outstanding, January 1, 2021 3,750,597 $ 4.40 4.9 $ 95,965,883 Granted - - - Exercised (123,651 ) 4.00 Expired (99 ) 16,880 Outstanding, June 30, 2021 3,626,847 $ 4.00 4.4 $ 87,725,815 Exercisable, June 30, 2021 3,626,847 $ 4.00 4.4 $ 87,725,815 1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | A summary of the warrant activity during the years ended December 31, 2020 and 2019 is presented below: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants (1) Price (1) In Years Value Outstanding, January 1, 2019 871 $ 14,520 Granted 1,541 1,760 Exercised - - Forfeited (317 ) 21,640 Outstanding, December 31, 2019 2,095 $ 5,720 Issued 3,806,837 2.80 Exercised (57,920 ) 4.00 Expired (415 ) 8,560 Outstanding, December 31, 2020 3,750,597 $ 4.40 2.9 $ 95,965,883 Exercisable, December 31, 2020 3,750,597 $ 4.40 2.9 $ 95,965,883 (1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. |
SCHEDULE OF STOCK WARRANTS | The following table presents information related to stock warrants at June 30, 2021: SCHEDULE OF STOCK WARRANTS Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price (1) Warrants (1) In Years Warrants (1) $ 0.00 - $ 60 3,625,265 4.4 3,625,265 $ 800 - $ 7,960 1,277 3.0 1,277 $ 8,000 - $ 11,960 19 2.3 19 $ 12,000 - $ 15,960 18 2.0 18 $ 16,000 - $ 19,960 246 0.7 246 $ 20,000 - $ 23,960 22 0.2 22 3,626,847 4.4 3,626,847 1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | The following table presents information related to stock warrants at December 31, 2020: SCHEDULE OF STOCK WARRANTS Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price (1) Warrants (1) In Years Warrants (1) $ 0.00 60 3,748,917 2.9 3,748,917 $ 800 - $ 7,960 1,277 3.5 1,277 $ 8,000 11,960 19 2.8 19 $ 12,000 15,960 18 2.5 18 $ 16,000 19,960 323 1.0 323 $ 20,000 23,960 43 0.5 43 3,750,597 2.9 3,750,597 1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. |
SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS | In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS For the Six Months Ended June 30, 2021 Risk free interest rate 1.71 % Expected term (years) 5.50 Expected volatility 228 % Expected dividends 0.00 % | In applying the Black-Scholes option pricing model to stock SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS For the Years Ended December 31, 2019 Risk free interest rate 1.47% 2.72 % Expected term (years) 10.00 Expected volatility 133% 140 % Expected dividends 0.00 % |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the option activity during the six months ended June 30, 2021 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options (1) Price (1) In Years Value Outstanding, January 1, 2021 1,215 $ 3,920 6.2 - Granted 586,959 47.60 Forfeited (126 ) 3,000 Outstanding, June 30, 2021 588,048 $ 55.60 9.4 $ - Exercisable, June 30, 2021 294,532 $ 63.20 9.7 $ - 1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | A summary of the option activity during the years ended December 31, 2020 and 2019 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options (1) Price (1) In Years Value Outstanding, January 1, 2019 1,176 $ 12,840 Granted 61 1,440 Forfeited (17 ) 11,160 Outstanding, December 31, 2019 1,220 $ 3,960 Issued - - Expired (5 ) 5,960 Outstanding, December 31, 2020 1,215 $ 3,920 6.2 $ - Exercisable, December 31, 2020 1,174 $ 3,960 6.1 $ - (1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. |
SCHEDULE OF STOCK OPTION BY EXERCISE PRICE | The following table presents information related to stock options at June 30, 2021: SCHEDULE OF STOCK OPTION BY EXERCISE PRICE Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price (1) Options (1) In Years Options (1) $ 0.00 - $ 48 586,959 9.8 293,479 $ 1,040 - $ 2,960 44 8.2 44 $ 3,000 - $ 3,960 1,026 5.4 990 $ 4,000 - $ 23,960 1 3.0 1 $ 24,000 - $ 79,960 9 2.5 9 $ 80,000 - $ 120,000 9 0.7 9 588,048 9.7 294,532 1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | The following table presents information related to stock options at December 31, 2020: SCHEDULE OF STOCK OPTION BY EXERCISE PRICE Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price (1) Options (1) In Years Options (1) $ 1,040 2,960 44 8.7 44 $ 3,000 3,960 1,152 6.1 1,111 $ 4,000 23,960 1 3.5 1 $ 24,000 79,960 9 3.0 9 $ 80,000 120,000 9 1.2 9 1,215 6.1 1,174 (1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. |
SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS | A summary of our unvested RSUs as of June 30, 2021 is as follows: SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS Number of Shares (1) Outstanding, January 1, 2021 - Granted 293,479 Forfeited - Vested - Outstanding, June 30, 2021 293,479 1) Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | |
SCHEDULE OF STOCK OPTION EXPENSE | The following table presents information related to stock compensation expense: SCHEDULE OF STOCK OPTION EXPENSE Weighted Average For the Three Months Ended For the Six Months Ended Unrecognized at Remaining Amortization June 30, June 30, June 30, Period 2021 2020 2021 2020 2021 (Years) Consulting $ - $ 33,589 $ - $ 67,178 $ - - Research and development 24,304 59,195 49,425 121,007 32,055 0.3 General and administrative 2,902,160 126,480 16,953,806 252,960 24,766,962 2.3 $ 2,926,464 $ 219,264 $ 17,003,231 $ 441,145 $ 24,799,017 2.3 | The following table presents information related to stock option expense: SCHEDULE OF STOCK OPTION EXPENSE Weighted Average Remaining For the Years Ended Unrecognized at Amortization December 31, December 31, Period 2020 2019 2020 (Years) Consulting $ 110,557 $ 539,690 $ - - Research and development 177,281 417,838 81,482 0.8 General and administrative 403,863 670,995 15,073 0.8 $ 691,701 $ 1,628,523 $ 96,555 0.8 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
SCHEDULE OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION | The following table presents net lease cost and other supplemental lease information: SCHEDULE OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Lease cost Operating lease cost (cost resulting from lease payments) $ 79,186 $ 76,874 Short term lease cost Sublease income Net lease cost $ 79,186 $ 76,874 Operating lease – operating cash flows (fixed payments) $ 79,186 $ 76,874 Operating lease – operating cash flows (liability reduction) $ 49,085 $ 41,457 Non-current leases – right of use assets $ 415,827 $ 531,872 Current liabilities – operating lease liabilities $ 109,856 $ 93,093 Non-current liabilities – operating lease liabilities $ 362,949 $ 472,805 | The following table presents net lease cost and other supplemental lease information: SCHEDULE OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION Year Ended December 31, 2020 Lease cost Operating lease cost (cost resulting from lease payments) $ 153,748 Short term lease cost - Sublease income - Net lease cost $ 153,748 Operating lease – operating cash flows (fixed payments) $ 153,748 Operating lease – operating cash flows (liability reduction) $ 85,465 Non-current leases – right of use assets $ 473,849 Current liabilities – operating lease liabilities $ 158,371 Non-current liabilities – operating lease liabilities $ 363,519 |
SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES | Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the six months ended June 30, 2021: SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES Fiscal Year Operating Leases 2021 (excluding the six months ended June 30, 2021) $ 79,186 2022 163,132 2023 168,028 2024 173,060 Total future minimum lease payments 583,406 Amount representing interest (110,601 ) Present value of net future minimum lease payments $ 472,805 | Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the year ended December 31, 2020: SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES Fiscal Year Operating Leases 2021 $ 158,371 2022 163,132 2023 168,028 2024 173,060 Total future minimum lease payments 662,591 Amount representing interest (140,701 ) Present value of net future minimum lease payments $ 521,890 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2020 December 31, 2019 Medical equipment $ 352,133 $ 352,133 Furniture and fixtures 123,487 123,487 Computer software and equipment 107,648 107,648 Office equipment 12,979 12,979 Leasehold improvements 304,661 304,661 900,908 900,908 Less: accumulated depreciation (878,994 ) (832,506 ) Property and equipment, net $ 21,914 $ 68,402 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 DERIVATIVE LIABILITIES | The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 DERIVATIVE LIABILITIES Beginning balance as of January 1, 2019 $ 1,094,607 Issuance of derivative liabilities 6,650,667 Extinguishment of derivative liabilities in connection with convertible note repayments and exchanges (3,230,779 ) Change in fair value of derivative liabilities (788,970 ) Reclassification of derivative liabilities to equity (2,809,566 ) Beginning balance as of December 31, 2019 $ 915,959 Issuance of derivative liabilities 2,483,532 Extinguishment of derivative liabilities in connection with convertible note repayments and exchanges (1,165,329 ) Change in fair value of derivative liabilities 2,141,069 Write-off of derivative liabilities pursuant to ASC 852 (4,375,231 ) Ending balance as of December 31, 2020 $ - |
SUMMARY OF DERIVATIVE LIABILITIES FAIR VALUE ASSUMPTION | In applying the Multinomial Lattice and Black-Scholes option pricing models to derivatives issued and outstanding during the years ended December 31, 2020 and 2019, the Company used the following assumptions: SUMMARY OF DERIVATIVE LIABILITIES FAIR VALUE ASSUMPTION For the Years Ended December 31, 2020 2019 Risk free interest rate 0.06% 2.16% 1.54% 2.16% Expected term (years) 0.12 5 0.08 5 Expected volatility 101% 133% 91% 133% |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS, LIABILITIES AND VALUATION ALLOWANCE | The Company’s net deferred tax assets, liabilities and valuation allowance as of December 31, 2020 and 2019 are summarized as follows: SCHEDULE OF DEFERRED TAX ASSETS, LIABILITIES AND VALUATION ALLOWANCE 2020 2019 December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 9,700,000 $ 7,800,000 Stock-based compensation 4,070,000 3,880,000 Research & development tax credits 358,000 358,000 Total deferred tax assets 14,128,000 12,038,000 Deferred tax liabilities: Intangible assets (30,000 ) (26,000 ) Total deferred tax liabilities (30,000 ) (26,000 ) Net deferred tax assets 14,098,000 12,012,000 Valuation allowance $ (14,098,000 ) $ (12,012,000 ) Deferred tax asset, net of valuation allowance $ - $ - Change in valuation allowance $ (2,086,000 ) $ (3,834,000 ) |
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) | The income tax provision (benefit) as of December 31, 2020 and 2019 consists of the following: SCHEDULE OF INCOME TAX PROVISION (BENEFIT) 2020 2019 December 31, 2020 2019 Federal: Current $ - $ - Deferred - - State and local: Current - - Deferred - - Total income tax provision (benefit) $ - $ - |
SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE | A reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended December 31, 2020 and 2019 is as follows: SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE 2020 2019 Federal statutory blended income tax rates (21 )% (21 )% State statutory income tax rate, net of federal benefit (5 ) (5 ) Permanent differences 7.6 0.1 True-ups and other - (0.3 ) Change in valuation allowance 18.4 26.2 Effective tax rate - % - % |
NATURE OF THE ORGANIZATION, L_2
NATURE OF THE ORGANIZATION, LIQUIDITY, AND BUSINESS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 12, 2021 | Apr. 19, 2021 | |
Subsequent Event [Line Items] | ||||||||
Accumulated deficit | $ 109,558,758 | $ 109,558,758 | $ 89,842,833 | $ 78,570,146 | ||||
Working capital surplus | 502,000 | 502,000 | ||||||
Loss from operations | 3,555,263 | $ 461,588 | 18,609,919 | $ 1,280,577 | 2,752,076 | 8,432,005 | ||
Non-cash stock-based compensation | 17,003,231 | 441,145 | 691,701 | 1,658,524 | ||||
Negative cash flows from operations | 1,555,530 | $ 869,084 | 1,964,265 | 6,918,734 | ||||
Proceeds from additional Issuance of debt | 2,100,000 | 3,500,000 | ||||||
Outstanding debt and other liabilities | 14,700,000 | 14,700,000 | 14,700,000 | |||||
Debtor-in-Possession Financing, Amount Arranged | 1,189,413 | 1,189,413 | 1,189,413 | |||||
Proceeds from debt financings | 3,848,548 | 3,848,548 | ||||||
Cash | $ 1,759,080 | $ 1,759,080 | $ 3,064,610 | $ 1,664 | ||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash | $ 1,586,414 | $ 2,455,935 |
SCHEDULE OF REORGANIZATION ITEM
SCHEDULE OF REORGANIZATION ITEMS, NET (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||||||
Professional fees | $ (149,690) | $ (149,690) | $ (476,652) | ||||
Write-off of derivative liability | 4,375,231 | 4,375,231 | 4,375,231 | ||||
Default interest and penalties | (864,125) | (864,125) | (864,125) | ||||
Exchange of common stock for allowable claims | (3,047,417) | ||||||
Exchange of secured convertible debt for allowable claims | (1,488,172) | ||||||
Unamortized debt discount on convertible notes | (2,580,110) | (2,580,110) | |||||
Total reorganization items, net | $ 3,361,416 | $ 781,306 | $ (4,081,245) | $ (4,081,245) |
SCHEDULE OF WEIGHTED AVERAGE DI
SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Total | 4,707,323 | [1] | 3,222 | [1] | 4,707,323 | [1] | 3,222 | [1] | 3,860,889 | 128,702 | |||
Options [Member] | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Total | 588,048 | [1] | 1,217 | [1] | 588,048 | [1] | 1,217 | [1] | 1,215 | 1,220 | |||
Warrant [Member] | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Total | 3,626,847 | [1] | 2,005 | [1] | 3,626,847 | [1] | 2,005 | [1] | 3,750,597 | 2,095 | |||
Unvested RSUs [Member] | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Total | [1] | 293,479 | 293,479 | ||||||||||
Convertible Notes Common Stock [Member] | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Total | [1] | 198,949 | [2] | 198,949 | [2] | ||||||||
Convertible Notes [Member] | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Total | 109,077 | [3] | 125,387 | [4] | |||||||||
[1] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | ||||||||||||
[2] | As of June 30, 2021 all of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 12,876,004 ( 51,504,015,462 pre-reverse stock split) shares of common stock reserved for future note conversions as of June 30, 2021. | ||||||||||||
[3] | As of December 31, 2020 all of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 13,073,094 52,292,375,355 | ||||||||||||
[4] | As of December 31, 2019 many of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 56,256 225,023,100 |
SCHEDULE OF WEIGHTED AVERAGE _2
SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES (Details) (Parenthetical) - shares | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Common stock, reserved for future issuance | 12,876,004 | 13,073,094 | 56,256 |
Common stock, reserved for future issuance pre-reverse stock split) | 51,504,015,462 | 52,292,375,355 | 225,023,100 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) (Parenthetical) | Mar. 11, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | the Company (i) convene and hold a special meeting, by no later than March 18, 2020, of the Board of Directors of the Company (the “Board”), for approval of certain changes to the shares of the Company, as set forth below; (ii) approve a reverse split and/or a stock consolidation, solely of the Company’s outstanding shares, at a ratio of 1,000 to 1, (iii) approve of the continuation of the Company’s then total authorized shares of common stock at 2,000,000,000 shares; and (iv) to call a special meeting of stockholders of the Company, within ten days of the special meeting of the Board and by not later than March 25, 2020, to approve the foregoing. On March 18, 2020, the Board considered the matter, and, based upon the Court order, determined to approve the foregoing items, including the 1,000 to 1 reverse split, subject to the Company having available funds to effectuate such items. | 4,000:1 reverse stock split. | 4,000:1 reverse stock split. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 03, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||||
Reorganization items, net | $ 3,361,416 | $ 781,306 | $ (4,081,245) | $ (4,081,245) | ||||
Cash equivalents | 0 | 0 | 0 | 0 | ||||
Allowance for doubtful accounts | 0 | 0 | 0 | 0 | ||||
Impairment of long-lived assets | 0 | 0 | 0 | 0 | 0 | 0 | ||
Advertising and marketing costs | 6,220 | 6,123 | 8,820 | 28,131 | 28,281 | 321,280 | ||
FDIC insured limit | 250,000 | |||||||
Excess of FDIC insured limit | 2,815,000 | 0 | ||||||
Revenue | $ 15,000 | $ 19,000 | $ 33,000 | $ 45,000 | $ 77,000 | $ 130,000 | ||
Debt Financings [Member] | Lender Concentration Risk [Member] | One Lender [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Concentration risk percentage | 84.00% | 30.00% | ||||||
Lease Agreement [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Lease remaining term | 3 years 6 months | 3 years 6 months | 3 years | |||||
Minimum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property plant and equipment estimated useful lives | 3 years | |||||||
Minimum [Member] | Computer Equipment [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property plant and equipment estimated useful lives | 3 years | 3 years | ||||||
Maximum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property plant and equipment estimated useful lives | 15 years | |||||||
Closing bid price | $ 0.001 | |||||||
Maximum [Member] | Computer Equipment [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property plant and equipment estimated useful lives | 5 years | 5 years |
SCHEDULE OF INTANGIBLE ASSETS B
SCHEDULE OF INTANGIBLE ASSETS BY MAJOR CLASS (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite Lived Intangible Assets, Beginning Balance | $ 664,268 | $ 739,164 | $ 814,059 |
Finite Lived Intangible Assets, Amortization expense | (37,264) | (74,896) | (74,895) |
Finite Lived Intangible Assets, Ending Balance | 627,004 | 664,268 | 739,164 |
Patents And Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite Lived Intangible Assets, Beginning Balance | 3,676 | 3,676 | 3,676 |
Finite Lived Intangible Assets, Amortization expense | |||
Finite Lived Intangible Assets, Ending Balance | $ 3,676 | 3,676 | 3,676 |
Finite Lived Intangible Assets, Weighted Average Amortization Period (in years) | |||
License [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite Lived Intangible Assets, Beginning Balance | $ 1,301,500 | 1,301,500 | 1,301,500 |
Finite Lived Intangible Assets, Amortization expense | |||
Finite Lived Intangible Assets, Ending Balance | $ 1,301,500 | $ 1,301,500 | 1,301,500 |
Finite Lived Intangible Assets, Weighted Average Amortization Period (in years) | 8 years 5 months 4 days | 8 years 10 months 24 days | |
Accumulated Amortization [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite Lived Intangible Assets, Beginning Balance | $ (640,908) | $ (566,012) | (491,117) |
Finite Lived Intangible Assets, Amortization expense | (37,264) | (74,896) | (74,895) |
Finite Lived Intangible Assets, Ending Balance | $ (678,172) | $ (640,908) | $ (566,012) |
SCHEDULE OF FINITE LIVED INTANG
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSES (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Patents And Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning Balance | $ 3,676 | $ 3,312 | $ 2,944 |
Amortization expense | 364 | 368 | |
Ending Balance | 3,676 | 3,676 | 3,312 |
License [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning Balance | 637,232 | 562,700 | 488,173 |
Amortization expense | 37,264 | 74,531 | 74,527 |
Ending Balance | 674,496 | 637,232 | 562,700 |
Accumulated Amortization [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning Balance | 640,908 | 566,012 | 491,117 |
Amortization expense | 37,264 | 74,895 | 74,895 |
Ending Balance | $ 678,172 | $ 640,908 | $ 566,012 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Feb. 28, 2017 | Jun. 30, 2021 | Dec. 31, 2020 | |
April 2017 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Milestones payment | $ 150,000 | $ 150,000 | $ 150,000 | |
April 2019 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Milestones payment | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Payables and Accruals [Abstract] | |||||
Accrued payroll | $ 22,898 | $ 152,308 | |||
Accrued research and development expenses | 29,673 | 806,175 | |||
Accrued general and administrative expenses | 10,000 | 60,661 | 1,392,743 | ||
Accrued director compensation | 557,500 | ||||
Deferred rent | 12,438 | ||||
Accrued DIP and Plan costs related to DIP Funding and Plan | 650,493 | [1] | 657,598 | [1],[2] | |
Total accrued expenses | $ 713,064 | $ 718,259 | $ 2,921,164 | ||
[1] | Amount represents DIP and Plan costs associated with the Auctus DIP Funding and the Plan. | ||||
[2] | Amount Represents DIP and Plan costs associated with the Auctus DIP Funding and the Plan. As of December 31, 2020, these amounts were note finalized and, as a result, were recorded as accrued expenses in the consolidated balance sheets. Subsequent to December 31, 2020, upon finalization, the amount representing the costs associated with the DIP Funding and the Plan will be converted into a Secured Convertible Note. |
SCHEDULE OF NOTES PAYABLE ACTIV
SCHEDULE OF NOTES PAYABLE ACTIVITY (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||||||
Outstanding, January 1, 2021 | $ 4,270,233 | |||||
Issuances | 250,000 | $ 4,290,310 | $ 10,888,339 | |||
Exchanges for equity | (228,933) | 559,739 | (2,002,798) | |||
Amortization of debt discount | $ 742,534 | $ 1,066,526 | 742,534 | $ 1,066,526 | 1,278,105 | 3,671,087 |
Outstanding, June 30, 2021 | 5,033,834 | 5,033,834 | 4,270,233 | |||
Beginning balance | 4,270,233 | 7,145,906 | 7,145,906 | 4,149,553 | ||
Repayments | (4,465,666) | |||||
Extinguishment of notes payable | (141,818) | |||||
Recognition of debt discount | (8,534,245) | (5,523,830) | ||||
Accretion of interest expense | 2,810,973 | 2,810,973 | 548,026 | |||
Accrued interest reclassified to notes payable principal | 23,013 | |||||
Third-party purchases | ||||||
Exchanged for equity pursuant to Chapter 11 Plan | 4,930,534 | |||||
Secured and Unsecured convertible notes payable exchanged pursuant to Chapter 11 Plan, net | 2,697,393 | |||||
Accretion of interest expense | 2,886,036 | |||||
Amortization of debt discount | 1,275,106 | |||||
Ending balance | 4,270,233 | 7,145,906 | ||||
Convertible Notes Payable [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Outstanding, January 1, 2021 | 9,637,102 | |||||
Issuances | 3,936,548 | 9,913,339 | ||||
Exchanges for equity | (311,063) | 813,393 | (2,637,323) | |||
Amortization of debt discount | ||||||
Outstanding, June 30, 2021 | 9,326,039 | 9,326,039 | 9,637,102 | |||
Beginning balance | 9,637,102 | 6,768,326 | 6,768,326 | 4,309,415 | ||
Repayments | (4,817,105) | |||||
Extinguishment of notes payable | ||||||
Recognition of debt discount | ||||||
Accretion of interest expense | ||||||
Accrued interest reclassified to notes payable principal | ||||||
Third-party purchases | 287,041 | |||||
Exchanged for equity pursuant to Chapter 11 Plan | 3,592,395 | |||||
Secured and Unsecured convertible notes payable exchanged pursuant to Chapter 11 Plan, net | 3,050,975 | |||||
Accretion of interest expense | ||||||
Amortization of debt discount | ||||||
Ending balance | 9,637,102 | 6,768,326 | ||||
Other Loans [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Outstanding, January 1, 2021 | ||||||
Issuances | 250,000 | |||||
Exchanges for equity | ||||||
Amortization of debt discount | ||||||
Outstanding, June 30, 2021 | 250,000 | 250,000 | ||||
Debt Discount [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Outstanding, January 1, 2021 | (5,366,869) | |||||
Issuances | ||||||
Exchanges for equity | 82,130 | (253,654) | 634,525 | |||
Amortization of debt discount | 742,534 | 3,671,087 | ||||
Outstanding, June 30, 2021 | $ (4,542,205) | (4,542,205) | (5,366,869) | |||
Beginning balance | (5,366,869) | (1,247,420) | (1,247,420) | (1,012,363) | ||
Repayments | 428,939 | |||||
Extinguishment of notes payable | 6,196 | |||||
Recognition of debt discount | (8,534,245) | (5,523,830) | ||||
Accretion of interest expense | 548,026 | |||||
Accrued interest reclassified to notes payable principal | ||||||
Third-party purchases | ||||||
Exchanged for equity pursuant to Chapter 11 Plan | ||||||
Secured and Unsecured convertible notes payable exchanged pursuant to Chapter 11 Plan, net | ||||||
Accretion of interest expense | 2,886,036 | |||||
Amortization of debt discount | 1,275,106 | |||||
Ending balance | (5,366,869) | (1,247,420) | ||||
Related Party Notes [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Issuances | 353,762 | 635,000 | ||||
Exchanges for equity | ||||||
Amortization of debt discount | ||||||
Beginning balance | 1,285,000 | 1,285,000 | 720,000 | |||
Repayments | (70,000) | |||||
Extinguishment of notes payable | ||||||
Recognition of debt discount | ||||||
Accretion of interest expense | ||||||
Accrued interest reclassified to notes payable principal | ||||||
Third-party purchases | (287,041) | |||||
Exchanged for equity pursuant to Chapter 11 Plan | 998,139 | |||||
Secured and Unsecured convertible notes payable exchanged pursuant to Chapter 11 Plan, net | (353,582) | |||||
Accretion of interest expense | ||||||
Amortization of debt discount | ||||||
Ending balance | 1,285,000 | |||||
Notes Payable, Other Payables [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Issuances | 340,000 | |||||
Exchanges for equity | ||||||
Amortization of debt discount | ||||||
Beginning balance | $ 340,000 | 340,000 | 132,501 | |||
Repayments | (7,500) | |||||
Extinguishment of notes payable | (148,014) | |||||
Recognition of debt discount | ||||||
Accretion of interest expense | ||||||
Accrued interest reclassified to notes payable principal | 23,013 | |||||
Third-party purchases | ||||||
Exchanged for equity pursuant to Chapter 11 Plan | 340,000 | |||||
Secured and Unsecured convertible notes payable exchanged pursuant to Chapter 11 Plan, net | ||||||
Accretion of interest expense | ||||||
Ending balance | $ 340,000 |
SCHEDULE OF FUTURE MINIMUM PAYM
SCHEDULE OF FUTURE MINIMUM PAYMENTS OF NOTES PAYABLE (Details) | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2021 | |
2022 | 58,970 |
2023 | 9,385,601 |
2024 | 60,161 |
Thereafter | 71,307 |
Total future minimum payments | 9,576,039 |
Less: discount | (4,542,205) |
Less:payable | 5,033,834 |
Less: current | (29,411) |
Notes payable, non-current | $ 5,004,423 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | Jul. 02, 2021USD ($)$ / sharesshares | Mar. 14, 2021USD ($) | Nov. 16, 2020USD ($)Trading$ / sharesshares | Nov. 16, 2020USD ($)$ / sharesshares | Aug. 07, 2020shares | Oct. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2021$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Apr. 15, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($)shares | Apr. 26, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 24, 2021shares | Mar. 11, 2020shares | Feb. 26, 2020USD ($) | Feb. 20, 2020USD ($) | Jun. 30, 2016USD ($) | ||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debtor-in-possession loans provided | $ 1,189,413 | $ 1,189,413 | $ 1,189,413 | $ 1,189,413 | |||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 3,626,847 | [1] | 3,626,847 | [1] | 3,626,847 | [1] | 3,750,597 | [2] | |||||||||||||||||||
Amortization of debt discount | $ 742,534 | $ 1,066,526 | $ 742,534 | $ 1,066,526 | $ 1,278,105 | $ 3,671,087 | |||||||||||||||||||||
Accrued interest expense | $ 1,226,901 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 16.60% | 16.60% | |||||||||||||||||||||||||
Common stock description | Company, more than 33% of its shares during each of the three initial 30 day periods following the Effective Date. | ||||||||||||||||||||||||||
Common stock authorized | shares | 300,000,000,000 | 300,000,000,000 | 300,000,000,000 | 300,000,000,000 | 500,000 | ||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Interest expense | 6,769 | 6,769 | |||||||||||||||||||||||||
Notes payable | $ 5,033,834 | $ 5,033,834 | $ 5,033,834 | ||||||||||||||||||||||||
Original issuance debt discount | $ 1,247,422 | ||||||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 836,945 | 836,945 | 836,945 | 19,463 | 19,463 | ||||||||||||||||||||||
Loss on extinguishment of notes payable | (658,152) | $ (658,152) | $ (1,895,116) | ||||||||||||||||||||||||
Debt discount | $ 4,542,205 | $ 4,542,205 | $ 4,542,205 | ||||||||||||||||||||||||
Warrant term | 4 years 4 months 24 days | 4 years 4 months 24 days | 4 years 4 months 24 days | 2 years 10 months 24 days | |||||||||||||||||||||||
Payment of notes payable | 4,894,604 | ||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 441,762 | 4,290,310 | 10,888,339 | ||||||||||||||||||||||||
Aggregate value of shares issued | $ 10,000 | $ 10,000 | $ 254,912 | ||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Number of shares of common stock issued | shares | 250 | 54,449 | 113,332 | 250 | 1,416 | ||||||||||||||||||||||
Number of shares of common stock issued | shares | 217,796,200 | 453,328,000 | |||||||||||||||||||||||||
Aggregate value of shares issued | |||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Number of shares of common stock issued | shares | 25,000 | ||||||||||||||||||||||||||
Number of shares of common stock issued | shares | 100,000,000 | ||||||||||||||||||||||||||
Fair value of warrant | $ 240 | ||||||||||||||||||||||||||
Other Lenders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debtor-in-possession loans provided | $ 348,000 | $ 348,000 | |||||||||||||||||||||||||
Other Lenders [Member] | Class A Warrant [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 174,250 | 174,250 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2 | $ 2 | |||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 697,000,000 | 697,000,000 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.0005 | $ 0.0005 | |||||||||||||||||||||||||
Other Lenders [Member] | Class B Warrant [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 87,125 | 87,125 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 4 | $ 4 | |||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 348,500,000 | 348,500,000 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||
Lenders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Accrued interest expense | $ 6,314 | $ 6,314 | $ 6,314 | ||||||||||||||||||||||||
Debt instrument conversion amount | $ 317,894 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 8,069 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 32,276,310 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 40 | $ 40 | $ 40 | ||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.01 | 0.01 | 0.01 | ||||||||||||||||||||||||
Former Board [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||||||||||||||||
Debt instrument principal amount | $ 353,762 | ||||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 10, 2020 | ||||||||||||||||||||||||||
Director/Principal Stockholder [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 175,000 | ||||||||||||||||||||||||||
Debt instrument unsecured amount | $ 245,192 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 6,130 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 24,519,178 | ||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Auctus [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Number of shares of common stock issued | shares | 25,000 | 34,500 | 39,750 | 73,582 | |||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 240 | $ 15.20 | $ 32.16 | $ 40 | $ 32.16 | $ 32.16 | |||||||||||||||||||||
Auctus [Member] | Class A Warrant [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 83,201 | 83,201 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2 | $ 2 | |||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 332,805,400 | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.0005 | ||||||||||||||||||||||||||
Auctus [Member] | Class B Warrant [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 41,601 | 41,601 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 4 | $ 4 | |||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 166,402,700 | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.001 | ||||||||||||||||||||||||||
Auctus [Member] | Other Lenders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Common stock authorized | shares | 3,000,000 | ||||||||||||||||||||||||||
Auctus [Member] | Initial Auctus Funding [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debtor-in-possession loans provided | $ 3,500,000 | $ 3,500,000 | |||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 3,500,000 | 3,500,000 | |||||||||||||||||||||||||
Debtor-in-possession loans, accrued interest | $ 1,227,000 | $ 1,227,000 | |||||||||||||||||||||||||
Auctus [Member] | Initial Auctus Funding [Member] | Class A Warrant [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 1,750,000 | 1,750,000 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2 | $ 2 | |||||||||||||||||||||||||
Pre reverse stock split price | $ / shares | $ 0.0005 | $ 0.0005 | |||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 7,000,000,000 | 7,000,000,000 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.0005 | $ 0.0005 | |||||||||||||||||||||||||
Auctus [Member] | Initial Auctus Funding [Member] | Class B Warrant [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 875,000 | 875,000 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 4 | $ 4 | |||||||||||||||||||||||||
Pre reverse stock split price | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 3,500,000,000 | 3,500,000,000 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||
Auctus [Member] | Debtor-In-Possession Funding [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debtor-in-possession cost | $ 484,090 | $ 484,090 | $ 484,090 | ||||||||||||||||||||||||
Auctus [Member] | Debtor-In-Possession Funding [Member] | Class A Warrant [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 613,451 | 613,451 | |||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 2,453,802,480 | 2,453,802,480 | |||||||||||||||||||||||||
Pre reverse stock split securities | shares | 2,453,802,480 | 2,453,802,480 | |||||||||||||||||||||||||
Auctus [Member] | Debtor-In-Possession Funding [Member] | Class B Warrant [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 306,725 | 306,725 | |||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 1,226,901,240 | 1,226,901,240 | |||||||||||||||||||||||||
Warrants exercised, shares of common stock | shares | 181,571 | ||||||||||||||||||||||||||
Warrants exercised, shares of common stock | shares | 726,282,680 | ||||||||||||||||||||||||||
Number of shares of common stock issued | shares | 167,781 | 54,449 | 54,449 | 73,582 | |||||||||||||||||||||||
Number of shares of common stock issued | shares | 671,124,200 | 217,796,200 | 217,796,200 | ||||||||||||||||||||||||
Auctus [Member] | Debtor-In-Possession Funding [Member] | Class B Warrant [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrants exercised, shares of common stock | shares | 136,174 | ||||||||||||||||||||||||||
Warrants exercised, shares of common stock | shares | 544,697,452 | ||||||||||||||||||||||||||
Number of shares of common stock issued | shares | 128,031 | ||||||||||||||||||||||||||
Number of shares of common stock issued | shares | 512,124,200 | ||||||||||||||||||||||||||
Auctus [Member] | Debtor-In-Possession Funding [Member] | Class B Warrant [Member] | Forecast [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Number of shares of common stock issued | shares | 113,332 | ||||||||||||||||||||||||||
Number of shares of common stock issued | shares | 453,328,000 | 294,328,000 | |||||||||||||||||||||||||
Auctus [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debtor-in-possession loans provided | $ 7,000,000 | $ 7,000,000 | |||||||||||||||||||||||||
Tuxis Trust [Member] | Desmarais [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument conversion amount | $ 309,301 | ||||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 16, 2023 | ||||||||||||||||||||||||||
Reorganization [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Common stock, description | Pursuant to the Bankruptcy, for any outstanding principal and interest at the date of the Company’s Chapter 11 petition (except for creditors who provided additional debt financing in connection with the Bankruptcy), 0.025 (100 pre-reverse stock split) shares of the Company’s common stock were issued for each dollar of allowed claim, with such shares subject to leak-out restrictions prohibiting the holder from selling, without the consent of the Company, more than 33% of the issued shares during each of the three initial 30 day periods following the Effective Date. | ||||||||||||||||||||||||||
Pre reverse stock split | shares | 100 | ||||||||||||||||||||||||||
Number of shares of common stock issued | shares | 100 | ||||||||||||||||||||||||||
Common stock description | Pursuant to the Bankruptcy, for any outstanding principal and interest at the date of the Company’s Chapter 11 petition (except for creditors who provided additional debt financing in connection with the Bankruptcy), 0.025 (100 pre-reverse stock split) shares of the Company’s common stock were issued for each dollar of allowed claim, with such shares subject to leak-out restrictions prohibiting the holder from selling, without the consent of the Company, more than 33% of the issued shares during each of the three initial 30 day periods following the Effective Date. | ||||||||||||||||||||||||||
DIP Costs [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debtor-in-possession cost | 650,493 | 650,493 | $ 650,493 | $ 657,598 | |||||||||||||||||||||||
Amortization of debt discount | 500,000 | 500,000 | |||||||||||||||||||||||||
Accrued interest expense | 150,493 | 150,493 | 150,493 | 157,598 | |||||||||||||||||||||||
Secured Convertible Note [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debtor-in-possession cost | 166,403 | 166,403 | 166,403 | ||||||||||||||||||||||||
Secured Convertible Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 7.00% | 7.00% | |||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 16, 2023 | Nov. 16, 2023 | |||||||||||||||||||||||||
Secured Convertible Note [Member] | Other Lenders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 7.00% | 7.00% | |||||||||||||||||||||||||
Debt instrument, maturity term | 3 years | ||||||||||||||||||||||||||
Secured Convertible Note [Member] | Desmarais [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument conversion amount | $ 490,699 | ||||||||||||||||||||||||||
Secured Convertible Note [Member] | Former Board [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 7.00% | 7.00% | |||||||||||||||||||||||||
Debt instrument principal amount | $ 490,698 | $ 490,698 | |||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 16, 2023 | ||||||||||||||||||||||||||
Secured Convertible Note [Member] | Debtor-In-Possession Funding [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 7.00% | 7.00% | |||||||||||||||||||||||||
Debt instrument principal amount | $ 183,043 | $ 183,043 | |||||||||||||||||||||||||
Debtor-in-possession funding, percentage | 110.00% | 110.00% | |||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 16, 2023 | Nov. 16, 2023 | |||||||||||||||||||||||||
Secured Convertible Note [Member] | Auctus [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debtor-in-possession cost | $ 166,403 | 166,403 | 166,403 | ||||||||||||||||||||||||
Secured Convertible Note [Member] | Auctus [Member] | Debtor-In-Possession Funding [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 1,349,591 | $ 1,349,591 | |||||||||||||||||||||||||
Debtor-in-possession funding, percentage | 110.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 16, 2023 | ||||||||||||||||||||||||||
Secured Convertible Note [Member] | Auctus and Other Lenders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 3,806,587 | 3,806,587 | |||||||||||||||||||||||||
Debt instrument, interest rate | 7.00% | 7.00% | |||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 15,226,346,970 | 15,226,346,970 | |||||||||||||||||||||||||
Debt instrument principal amount | $ 3,848,548 | $ 3,848,548 | |||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 16, 2023 | ||||||||||||||||||||||||||
Fair value of warrant | $ 152,263,470 | ||||||||||||||||||||||||||
Debt conversion feature | 124,147 | ||||||||||||||||||||||||||
Warrants issued | $ 5,075,449 | $ 5,075,449 | |||||||||||||||||||||||||
Secured Convertible Note [Member] | Auctus and Other Lenders [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 4 | $ 4 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | 0.001 | 0.001 | |||||||||||||||||||||||||
Secured Convertible Note [Member] | Auctus and Other Lenders [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | 2 | 2 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.0005 | $ 0.0005 | |||||||||||||||||||||||||
Secured Promissory Notes [Member] | Desmarais [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 33,562 | $ 320,200 | |||||||||||||||||||||||||
Promissory Notes [Member] | Desmarais [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 175,000 | ||||||||||||||||||||||||||
Debt instrument unsecured amount | 245,192 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 6,130 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 24,519,200 | ||||||||||||||||||||||||||
Promissory Notes [Member] | Tuxis Trust [Member] | Desmarais [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 500,000 | ||||||||||||||||||||||||||
Debt instrument unsecured amount | $ 44,453,443 | $ 44,453,443 | |||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 11,113 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 44,453,400 | ||||||||||||||||||||||||||
Unsecured Notes [Member] | Other Than Auctus and Other Lenders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument conversion amount | $ 10,497,268 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 262,432 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 1,049,726,797 | ||||||||||||||||||||||||||
Fair market value of stock | $ 14,381,259 | ||||||||||||||||||||||||||
Recognized loss on reorganization items | 3,883,991 | ||||||||||||||||||||||||||
Debt instrument conversion amount | 1,049,726,797 | ||||||||||||||||||||||||||
Unsecured Convertible Notes [Member] | Auctus [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 3,261,819 | $ 3,261,819 | |||||||||||||||||||||||||
Unsecured Convertible Notes [Member] | Auctus [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 532,499 | $ 532,499 | |||||||||||||||||||||||||
Unsecured Convertible Notes [Member] | Other Than Auctus and Other Lenders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | |||||||||||||||||||||||||
Debt instrument, maturity term | 3 years | ||||||||||||||||||||||||||
Trading days | Trading | 5 | ||||||||||||||||||||||||||
Debt conversion, description | more than 16.6% of the underlying shares received upon conversion during each of the six initial 30 day periods following the Effective Date. | ||||||||||||||||||||||||||
Unsecured Convertible Notes [Member] | Other Lenders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 382,400 | $ 382,400 | |||||||||||||||||||||||||
Notes Payable And Convertible Notes Payable [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Interest expense | 143,721 | 286,414 | $ 368,810 | ||||||||||||||||||||||||
Debtor-in-Possession Loans [Member] | Auctus [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Loans payable | $ 1,189,413 | ||||||||||||||||||||||||||
Debtor-in-Possession Loans [Member] | Auctus [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Loans payable | $ 1,189,413 | ||||||||||||||||||||||||||
Debt instrument interest rate | 2.00% | ||||||||||||||||||||||||||
Two Secured Convertible Notes [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Interest expense | $ 23,553 | $ 46,847 | |||||||||||||||||||||||||
Two Secured Convertible Notes [Member] | Auctus [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 920,176 | 920,176 | |||||||||||||||||||||||||
Debt instrument, interest rate | 7.00% | ||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 3,680,703,720 | (3,680,703,720) | |||||||||||||||||||||||||
Debt instrument principal amount | $ 1,349,591 | ||||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 16, 2023 | ||||||||||||||||||||||||||
Two Secured Convertible Notes [Member] | Auctus [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 7.00% | ||||||||||||||||||||||||||
Debt instrument principal amount | $ 1,349,591 | ||||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 16, 2023 | ||||||||||||||||||||||||||
Two Secured Convertible Notes [Member] | Auctus [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 4 | $ 4 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | 0.001 | 0.001 | |||||||||||||||||||||||||
Two Secured Convertible Notes [Member] | Auctus [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | 2 | 2 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.0005 | $ 0.0005 | |||||||||||||||||||||||||
Paycheck Protection Program [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 1.00% | ||||||||||||||||||||||||||
Debt instrument principal amount | $ 250,000 | ||||||||||||||||||||||||||
Notes payable | $ 250,000 | ||||||||||||||||||||||||||
Debt instrument description | Pursuant to the note, principal and interest payments are deferred for ten months, which, at that time the Company may apply for loan forgiveness. If the Company does not apply for loan forgiveness, or if the loan forgiveness is denied, the Company will be required to make monthly payments of $5,100 starting on January 14, 2022. As of June 30, 2021, the Company has not applied for loan forgiveness. All remaining unpaid principal and interest is due and payable at the maturity date. At June 30, 2021, $250,000 was outstanding. | ||||||||||||||||||||||||||
Debt instrument cash payments | $ 5,100 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 6,006,576 | ||||||||||||||||||||||||||
Offering price percentage | 0.75 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions [Member] | Underwritten Public Offering [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 340,000 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions [Member] | ECO [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Original issuance debt discount | 4,771,974 | ||||||||||||||||||||||||||
Fair value of embedded conversion option | 5,331,147 | ||||||||||||||||||||||||||
Loss on extinguishment of notes payable | 414,108 | ||||||||||||||||||||||||||
Convertible debt | 3,289,111 | ||||||||||||||||||||||||||
Wrote-off derivative liabilities | 4,375,231 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions [Member] | Convertible Notes [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 1,271,750 | ||||||||||||||||||||||||||
Conversion price | 0.58 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions [Member] | Convertible Notes One [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 3,537,438 | ||||||||||||||||||||||||||
Percentage on prepayment premium | 135.00% | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions [Member] | Convertible Notes Two [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 4,626,874 | ||||||||||||||||||||||||||
Conversion price | 0.58 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions [Member] | Lenders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Original issuance debt discount | $ 5,328,918 | ||||||||||||||||||||||||||
Fair value of embedded conversion option | 2,631,595 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions [Member] | Lenders [Member] | ECO [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Original issuance debt discount | 5,328,918 | ||||||||||||||||||||||||||
Fair value of embedded conversion option | 2,631,595 | ||||||||||||||||||||||||||
Conversions, Exchanges and Other [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Amortization of debt discount | $ 2,580,110 | ||||||||||||||||||||||||||
Accrued interest expense | 181,912 | ||||||||||||||||||||||||||
Original issuance debt discount | 634,525 | ||||||||||||||||||||||||||
Derivative liability | $ 3,230,780 | ||||||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 13,616 | ||||||||||||||||||||||||||
Common stock, shares issued | shares | 54,464,158 | ||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 6,230,102 | ||||||||||||||||||||||||||
Loss on extinguishment of notes payable | 508,743 | ||||||||||||||||||||||||||
Repayments of debt | 4,894,604 | ||||||||||||||||||||||||||
Aggregate principal on prepayment premiums | 813,730 | ||||||||||||||||||||||||||
Debt discount | 428,939 | ||||||||||||||||||||||||||
Accrued interest reclassified to principal | 23,013 | ||||||||||||||||||||||||||
Extinguished debt | 141,818 | ||||||||||||||||||||||||||
Conversions, Exchanges and Other [Member] | New Convertible Note [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | 148,014 | ||||||||||||||||||||||||||
Fair value of embedded conversion option | 84,798 | ||||||||||||||||||||||||||
Loss on extinguishment of notes payable | $ 90,994 | ||||||||||||||||||||||||||
Debt maturity period | maturity date in March 2020 | ||||||||||||||||||||||||||
Embedded conversion option percentage | 10.00% | ||||||||||||||||||||||||||
Conversions, Exchanges and Other [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 148,014 | ||||||||||||||||||||||||||
Conversions, Exchanges and Other [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1,720 | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | 0.43 | ||||||||||||||||||||||||||
Conversions, Exchanges and Other [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | 40 | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.01 | ||||||||||||||||||||||||||
Conversions, Exchanges and Other [Member] | Lender [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Accrued interest expense | $ 52,387 | ||||||||||||||||||||||||||
Debt instrument principal amount | 678,102 | ||||||||||||||||||||||||||
Fair value of embedded conversion option | 329,310 | ||||||||||||||||||||||||||
Loss on extinguishment of notes payable | $ 329,310 | ||||||||||||||||||||||||||
Debt maturity period | maturity dates ranging from June 2019 to July 2019 to new maturity dates ranging from July 2019 to July 2020. | ||||||||||||||||||||||||||
Embedded conversion option percentage | 10.00% | ||||||||||||||||||||||||||
Extinguished debt | $ 702,387 | ||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 650,000 | ||||||||||||||||||||||||||
Offering price percentage | 0.75 | ||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||
Extinguished debt pre-reverse stock split | $ 650,000 | ||||||||||||||||||||||||||
Conversions, Exchanges and Other [Member] | Lenders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 150,000 | ||||||||||||||||||||||||||
Debt maturity period | maturity dates in September 2019 to new maturity dates in October 2019 | ||||||||||||||||||||||||||
Conversions, Exchanges and Other [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Loss on extinguishment of notes payable | $ 1,242,669 | ||||||||||||||||||||||||||
Related Party Notes [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 2,400 | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.60 | ||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 485,000 | ||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||
Payment of notes payable | $ 70,000 | ||||||||||||||||||||||||||
Related Party Notes [Member] | Extended Maturity Date from January 2019 to December 2019 [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Notes payable | 25,000 | ||||||||||||||||||||||||||
Related Party Notes [Member] | Scientific Advisory Board Member [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 635,000 | ||||||||||||||||||||||||||
Debt maturity period | maturity dates between July 2019 and May 2020. | ||||||||||||||||||||||||||
Related Party Notes [Member] | Scientific Advisory Board Member [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 15.00% | ||||||||||||||||||||||||||
Related Party Notes [Member] | Scientific Advisory Board Member [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||||||||||||||||
Related Party Notes [Member] | Holders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Accrued interest expense | $ 35,887 | ||||||||||||||||||||||||||
Debt instrument principal amount | 505,000 | ||||||||||||||||||||||||||
Loss on extinguishment of notes payable | $ 145,066 | ||||||||||||||||||||||||||
Debt maturity period | extended from dates from December 2018 and August 2019 to dates between July 2019 and December 2019 | ||||||||||||||||||||||||||
Embedded conversion option percentage | 10.00% | ||||||||||||||||||||||||||
Extinguished debt | $ 510,887 | ||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 475,000 | ||||||||||||||||||||||||||
Offering price percentage | 0.75 | ||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2,400 | ||||||||||||||||||||||||||
Shares price pre-reverse stock split | $ / shares | $ 0.60 | ||||||||||||||||||||||||||
Warrant description | The exchange price of the warrants to be issued to such holders was to be the lesser of (i) 125% of the Exchange Price or (ii) $3,200 ($0.80 pre-reverse stock split) per share (subject to adjustment for reverse stock splits and the like). | ||||||||||||||||||||||||||
Related Party Notes [Member] | Director [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 175,000 | ||||||||||||||||||||||||||
Related Party Notes [Member] | Trust [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 500,000 | ||||||||||||||||||||||||||
Related Party Notes [Member] | Director and Trust [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 344 | ||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 1,377,842 | ||||||||||||||||||||||||||
Offering price percentage | 0.75 | ||||||||||||||||||||||||||
Warrant description | The exercise price of the warrants to be issued to the director and the Trust was to be 125% of the Director/Trust Exchange Price and the term of the warrants was to be the same term as the Public Warrants. Concurrently with the exchange, the exercise prices of outstanding warrants held by the director and the Trust for the purchase of an aggregate of 344 (1,377,842 pre-reverse stock split) shares of common stock of the Company was to be reduced from between $6,000 and $16,000 ($1.50 and $4.00 pre-reverse stock split) per share to $3,000 ($0.75 pre-reverse stock split) per share and the expiration dates of such warrants was to be extended from between December 2019 and March 2022 to December 2023. | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions 3 [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 890,000 | ||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions 3 [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 3,200 | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | 0.80 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | 2,400 | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | 0.60 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions 3 [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | 3,000 | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | 0.75 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | 2,000 | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Original Promissory Note [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | 500,000 | ||||||||||||||||||||||||||
Debt instrument unsecured amount | $ 444,534 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 11,113 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 44,453,443 | ||||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 16, 2023 | ||||||||||||||||||||||||||
Secured convertible note | $ 309,301 | ||||||||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 74 | ||||||||||||||||||||||||||
Debt instrument principal amount | $ 9,765,325 | ||||||||||||||||||||||||||
Number of shares of common stock issued | shares | 20 | ||||||||||||||||||||||||||
Number of shares of common stock issued | shares | 78,873 | ||||||||||||||||||||||||||
Debt discount | $ 678,973 | ||||||||||||||||||||||||||
Debt maturity period | original maturity dates ranging between July 2019 through December 2020 | ||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 9,086,353 | ||||||||||||||||||||||||||
Aggregate value of shares issued | $ 61,220 | ||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 295,000 | ||||||||||||||||||||||||||
Fair value of warrant | $ 104,198 | ||||||||||||||||||||||||||
Convertible debt fair value | $ 148,014 | ||||||||||||||||||||||||||
Convertible Debt [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 15.00% | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 4,000 | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1 | ||||||||||||||||||||||||||
Convertible Debt [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1,800 | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.45 | ||||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Accrued interest expense | $ 73,485 | ||||||||||||||||||||||||||
Debt instrument principal amount | $ 675,523 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 11,540 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 46,158,719 | ||||||||||||||||||||||||||
Debt instrument cash payments | $ 2,499,476 | ||||||||||||||||||||||||||
Convertible Notes [Member] | Auctus and Other Lenders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | |||||||||||||||||||||||||
Debt instrument principal amount | $ 3,644,274 | $ 3,644,274 | |||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 16, 2023 | ||||||||||||||||||||||||||
Loss on extinguishment of notes payable | $ 1,488,172 | ||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 2,742,895 | $ 2,742,895 | |||||||||||||||||||||||||
Convertible Notes Two [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Accrued interest expense | 1,901 | ||||||||||||||||||||||||||
Debt instrument principal amount | $ 148,014 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 128 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 513,788 | ||||||||||||||||||||||||||
Convertible Note Payable [Member] | Lender [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||
Debt instrument principal amount | $ 88,000 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 3,875 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 15,500,000 | ||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2021 | ||||||||||||||||||||||||||
Debt instrument cash payments | $ 155,000 | ||||||||||||||||||||||||||
Debt instrument interest rate | 22.00% | ||||||||||||||||||||||||||
Conversion price | 0.61 | ||||||||||||||||||||||||||
Proceeds from convertible notes payable | $ 85,000 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions 1 [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 2,243,750 | ||||||||||||||||||||||||||
Conversion price | 0.58 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions 1 [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 8,000 | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | 2 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions 1 [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | 1,000 | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.25 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions 2 [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 2,872,826 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions 2 [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Conversion price | 0.65 | ||||||||||||||||||||||||||
Embedded Conversion Options and Note Provisions 2 [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Conversion price | 0.58 | ||||||||||||||||||||||||||
Convertible Notes with Bifurcated ECOs [Member] | Lenders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Accrued interest expense | 126,043 | ||||||||||||||||||||||||||
Debt instrument principal amount | $ 523,516 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 378,950 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 1,515,799,750 | ||||||||||||||||||||||||||
Derivative liability | $ 1,165,329 | ||||||||||||||||||||||||||
Debt discount | 234,301 | ||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 1,580,587 | ||||||||||||||||||||||||||
Convertible Notes with Bifurcated ECOs [Member] | Lenders [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 40 | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | 0.01 | ||||||||||||||||||||||||||
Convertible Notes with Bifurcated ECOs [Member] | Lenders [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | 0.40 | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||
Other Notes [Member] | Lenders [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 15.00% | ||||||||||||||||||||||||||
Debt instrument principal amount | $ 340,000 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 11,792 | ||||||||||||||||||||||||||
Debt instrument converted into shares of common stock | shares | 47,170,000 | ||||||||||||||||||||||||||
Debt maturity period | maturity dates ranging between November 2019 through November 2020 | ||||||||||||||||||||||||||
Other Notes [Member] | Lender [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument principal amount | $ 125,000 | ||||||||||||||||||||||||||
Original issuance debt discount | $ 7,052 | ||||||||||||||||||||||||||
Common stock, shares issued | shares | 10,000 | ||||||||||||||||||||||||||
Repayments of debt | $ 7,500 | ||||||||||||||||||||||||||
Debt maturity period | maturity date in January 2019 to a new maturity date in December 2019 | ||||||||||||||||||||||||||
Convertible notes payable aggregate principal amount | $ 148,014 | ||||||||||||||||||||||||||
[1] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | ||||||||||||||||||||||||||
[2] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. |
SCHEDULE OF WARRANTS GRANTED AS
SCHEDULE OF WARRANTS GRANTED ASSUMPTIONS (Details) - Warrant [Member] | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate | 1.63% | ||
Contractual term (years) | 5 years | ||
Expected volatility | 202.00% | ||
Expected dividends | 0.00% | 0.00% | |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate | 0.41% | 1.38% | |
Contractual term (years) | 5 years | 1 year | |
Expected volatility | 202.00% | 140.00% | |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate | 1.63% | 2.62% | |
Contractual term (years) | 5 years | 5 years | |
Expected volatility | 278.00% | 167.00% |
SCHEDULE OF WARRANT ACTIVITY _2
SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of Warrants Exercisable, Balance | 294,532 | [1] | 1,174 | [2] | |||
Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of Warrants Outstanding, Ending Balance | [4] | 3,750,597 | [3] | 2,095 | 871 | ||
Weighted Average Exercise Price Outstanding, Ending Balance | [4] | $ 4.40 | [3] | $ 5,720 | $ 14,520 | ||
Weighted Average Remaining Life in Years Outstanding, Beginning balance | 4 years 10 months 24 days | ||||||
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ 95,965,883 | ||||||
Number of Warrants Outstanding, Granted/Issued | [3] | 3,806,837 | [4] | 1,541 | [4] | ||
Weighted Average Exercise Price Outstanding, Granted | [3] | $ 2.80 | [4] | $ 1,760 | [4] | ||
Aggregate intrinsic value, Granted | |||||||
Number of Warrants Outstanding, Exercised | (123,651) | [3] | (57,920) | [4] | [4] | ||
Weighted Average Exercise Price Outstanding, Exercised | $ 4 | [3] | $ 4 | [4] | [4] | ||
Number of Warrants Outstanding, Expired | (99) | [3] | (415) | [4] | |||
Weighted Average Exercise Price Outstanding, Expired | $ 16,880 | [3] | $ 8,560 | [4] | |||
Number of Warrants Outstanding, Ending Balance | 3,626,847 | [3] | 3,750,597 | [3],[4] | 2,095 | [4] | |
Weighted Average Exercise Price Outstanding, Ending Balance | $ 4 | [3] | $ 4.40 | [3],[4] | $ 5,720 | [4] | |
Weighted Average Remaining Life In Years Outstanding | 4 years 4 months 24 days | 2 years 10 months 24 days | |||||
Aggregate Intrinsic Value, Outstanding, Ending balance | $ 87,725,815 | $ 95,965,883 | |||||
Number of Warrants Exercisable, Balance | 3,626,847 | [3] | 3,750,597 | [4] | |||
Weighted Average Exercise Price Exercisable, Balance | $ 4 | [3] | $ 4.40 | [4] | |||
Weighted Average Remaining Life In Years Exercisable | 4 years 4 months 24 days | 2 years 10 months 24 days | |||||
Aggregate Intrinsic Value, Exercisable | $ 87,725,815 | $ 95,965,883 | |||||
Number of Warrants Outstanding, Forfeited | [4] | (317) | |||||
Weighted Average Exercise Price Outstanding, Forfeited | [4] | $ 21,640 | |||||
Aggregate Intrinsic Value, Outstanding | $ 87,725,815 | $ 95,965,883 | |||||
Weighted Average Exercise Price Exercisable, Balance | $ 4 | [3] | $ 4.40 | [4] | |||
Aggregate Intrinsic Value, Exercisable | $ 87,725,815 | $ 95,965,883 | |||||
[1] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | ||||||
[2] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | ||||||
[3] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | ||||||
[4] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. |
SCHEDULE OF STOCK WARRANTS (Det
SCHEDULE OF STOCK WARRANTS (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Number of Warrants | 3,626,847 | [1] | 3,750,597 | [2] |
Warrants Exercisable, Weighted Average Remaining Life In Years | 4 years 4 months 24 days | 2 years 10 months 24 days | ||
Warrants Exercisable, Exercisable Number of Warrants | 3,626,847 | [1] | 3,750,597 | [2] |
Exercise Price 1 [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Number of Warrants | 3,625,265 | [1] | 3,748,917 | [2] |
Warrants Exercisable, Weighted Average Remaining Life In Years | 4 years 4 months 24 days | 2 years 10 months 24 days | ||
Warrants Exercisable, Exercisable Number of Warrants | 3,625,265 | [1] | 3,748,917 | [2] |
Exercise Price 1 [Member] | Minimum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 0 | [1] | $ 0 | [2] |
Exercise Price 1 [Member] | Maximum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 60 | [1] | $ 60 | [2] |
Exercise Price 2 [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Number of Warrants | 1,277 | [1] | 1,277 | [2] |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years | 3 years 6 months | ||
Warrants Exercisable, Exercisable Number of Warrants | 1,277 | [1] | 1,277 | [2] |
Exercise Price 2 [Member] | Minimum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 800 | [1] | $ 800 | [2] |
Exercise Price 2 [Member] | Maximum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 7,960 | [1] | $ 7,960 | [2] |
Exercise Price 3 [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Number of Warrants | 19 | [1] | 19 | [2] |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 3 months 18 days | 2 years 9 months 18 days | ||
Warrants Exercisable, Exercisable Number of Warrants | 19 | [1] | 19 | [2] |
Exercise Price 3 [Member] | Minimum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 8,000 | [1] | $ 8,000 | [2] |
Exercise Price 3 [Member] | Maximum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 11,960 | [1] | $ 11,960 | [2] |
Exercise Price 4 [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Number of Warrants | 18 | [1] | 18 | [2] |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years | 2 years 6 months | ||
Warrants Exercisable, Exercisable Number of Warrants | 18 | [1] | 18 | [2] |
Exercise Price 4 [Member] | Minimum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 12,000 | [1] | $ 12,000 | [2] |
Exercise Price 4 [Member] | Maximum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 15,960 | [1] | $ 15,960 | [2] |
Exercise Price 5 [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Number of Warrants | 246 | [1] | 323 | [2] |
Warrants Exercisable, Weighted Average Remaining Life In Years | 8 months 12 days | 1 year | ||
Warrants Exercisable, Exercisable Number of Warrants | 246 | [1] | 323 | [2] |
Exercise Price 5 [Member] | Minimum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 16,000 | [1] | $ 16,000 | [2] |
Exercise Price 5 [Member] | Maximum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 19,960 | [1] | $ 19,960 | [2] |
Exercise Price 6 [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Number of Warrants | 22 | [1] | 43 | [2] |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 months 12 days | 6 months | ||
Warrants Exercisable, Exercisable Number of Warrants | 22 | [1] | 43 | [2] |
Exercise Price 6 [Member] | Minimum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 20,000 | [1] | $ 20,000 | [2] |
Exercise Price 6 [Member] | Maximum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 23,960 | [1] | $ 23,960 | [2] |
[1] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | |||
[2] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. |
SCHEDULE OF STOCK OPTION GRANTE
SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS (Details) - Equity Option [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2019 | |
Offsetting Assets [Line Items] | ||
Risk free interest rate | 1.71% | |
Expected term (years) | 5 years 6 months | 10 years |
Expected volatility | 228.00% | |
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Offsetting Assets [Line Items] | ||
Risk free interest rate | 1.47% | |
Expected volatility | 133.00% | |
Maximum [Member] | ||
Offsetting Assets [Line Items] | ||
Risk free interest rate | 2.72% | |
Expected volatility | 140.00% |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||||
Equity [Abstract] | |||||||
Number of Options Outstanding Beginning | [2] | 1,215 | [1] | 1,220 | 1,176 | ||
Weighted Average Exercise Price Outstanding Beginning | [2] | $ 3,920 | [1] | $ 3,960 | $ 12,840 | ||
Weighted Average Remaining Life in Years Outstanding Beginning | 6 years 2 months 12 days | ||||||
Aggregate Intrinsic Value Outstanding Beginning | |||||||
Number of Options Granted/Issued | 586,959 | [1] | [2] | 61 | [2] | ||
Weighted Average Exercise Price Granted | $ 47.60 | [1] | [2] | $ 1,440 | [2] | ||
Number of Options Forfeited | (126) | [1] | (17) | [2] | |||
Weighted Average Exercise Price Forfeited | $ 3,000 | [1] | $ 5,960 | [2] | $ 11,160 | [2] | |
Number of Options Outstanding Ending | 588,048 | [1] | 1,215 | [1],[2] | 1,220 | [2] | |
Weighted Average Exercise Price Outstanding Ending | $ 55.60 | [1] | $ 3,920 | [1],[2] | $ 3,960 | [2] | |
Weighted Average Remaining Life In Years Outstanding Ending | 9 years 4 months 24 days | 6 years 2 months 12 days | |||||
Aggregate Intrinsic Value Outstanding Ending | |||||||
Number of Options Exercisable Ending | 294,532 | [1] | 1,174 | [2] | |||
Weighted Average Exercise Price Exercisable Ending | $ 63.20 | [1] | $ 3,960 | [2] | |||
Weighted Average Remaining Life In Years Exercisable Ending | 9 years 8 months 12 days | 6 years 1 month 6 days | |||||
Aggregate Intrinsic Value Exercisable Ending | |||||||
Number of Options Outstanding Ending | 588,048 | [1] | 1,215 | [1],[2] | 1,220 | [2] | |
Weighted Average Exercise Price Outstanding Ending | $ 55.60 | [1] | $ 3,920 | [1],[2] | $ 3,960 | [2] | |
Number of Options Expired | [2] | (5) | |||||
Aggregate Intrinsic Value Outstanding Ending | |||||||
Number of Options Exercisable Ending | 294,532 | [1] | 1,174 | [2] | |||
Aggregate Intrinsic Value Exercisable Ending | |||||||
[1] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | ||||||
[2] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. |
SCHEDULE OF STOCK OPTION BY EXE
SCHEDULE OF STOCK OPTION BY EXERCISE PRICE (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2020 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Options Outstanding, Outstanding Number of Options | 588,048 | [1] | 1,215 | [2] | |
Options Exercisable, Weighted Average Remaining Life In Years | 9 years 8 months 12 days | 6 years 1 month 6 days | |||
Options Exercisable, Exercisable Number of Options | 294,532 | [1] | 1,174 | [2] | |
Exercise Price 1 [Member] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Options Outstanding, Exercise Price, Lower | $ 0 | [1] | $ 1,040 | [2] | |
Options Outstanding, Exercise Price, Upper | $ 48 | [1] | $ 2,960 | [2] | |
Options Outstanding, Outstanding Number of Options | 586,959 | [1] | 44 | [2] | |
Options Exercisable, Weighted Average Remaining Life In Years | 9 years 9 months 18 days | 8 years 8 months 12 days | |||
Options Exercisable, Exercisable Number of Options | 293,479 | [1] | 44 | [2] | |
Exercise Price 2 [Member] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Options Outstanding, Exercise Price, Lower | $ 1,040 | [1] | $ 3,000 | [2] | |
Options Outstanding, Exercise Price, Upper | $ 2,960 | [1] | $ 3,960 | [2] | |
Options Outstanding, Outstanding Number of Options | 44 | [1] | 1,152 | [2] | |
Options Exercisable, Weighted Average Remaining Life In Years | 8 years 2 months 12 days | 6 years 1 month 6 days | |||
Options Exercisable, Exercisable Number of Options | 44 | [1] | 1,111 | [2] | |
Exercise Price 3 [Member] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Options Outstanding, Exercise Price, Lower | $ 3,000 | [1] | $ 4,000 | [2] | |
Options Outstanding, Exercise Price, Upper | $ 3,960 | [1] | $ 23,960 | [2] | |
Options Outstanding, Outstanding Number of Options | 1,026 | [1] | 1 | [2] | |
Options Exercisable, Weighted Average Remaining Life In Years | 5 years 4 months 24 days | 3 years 6 months | |||
Options Exercisable, Exercisable Number of Options | 990 | [1] | 1 | [2] | |
Exercise Price 4 [Member] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Options Outstanding, Exercise Price, Lower | $ 4,000 | [1] | $ 24,000 | [2] | |
Options Outstanding, Exercise Price, Upper | $ 23,960 | [1] | $ 79,960 | [2] | |
Options Outstanding, Outstanding Number of Options | 1 | [1] | 9 | [2] | |
Options Exercisable, Weighted Average Remaining Life In Years | 3 years | 3 years | |||
Options Exercisable, Exercisable Number of Options | 1 | [1] | 9 | [2] | |
Exercise Price 5 [Member] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Options Outstanding, Exercise Price, Lower | $ 24,000 | [1] | $ 80,000 | [2] | |
Options Outstanding, Exercise Price, Upper | $ 79,960 | [1] | $ 120,000 | [2] | |
Options Outstanding, Outstanding Number of Options | 9 | [1] | 9 | [2] | |
Options Exercisable, Weighted Average Remaining Life In Years | 2 years 6 months | 1 year 2 months 12 days | |||
Options Exercisable, Exercisable Number of Options | 9 | [1] | 9 | [2] | |
Exercise Price 6 [Member] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Options Outstanding, Exercise Price, Lower | [1] | $ 80,000 | |||
Options Outstanding, Exercise Price, Upper | [1] | $ 120,000 | |||
Options Outstanding, Outstanding Number of Options | [1] | 9 | |||
Options Exercisable, Weighted Average Remaining Life In Years | 8 months 12 days | ||||
Options Exercisable, Exercisable Number of Options | [1] | 9 | |||
[1] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | ||||
[2] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. |
SCHEDULE OF UNVESTED RESTRICTED
SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended | |
Jun. 30, 2021shares | [1] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Outstanding Beginning | ||
Number of Shares Granted | 293,479 | |
Number of Shares Forfeited | ||
Number of Shares Vested | ||
Number of Shares Outstanding Ending | 293,479 | |
[1] | As of December 31, 2020 all of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 13,073,094 52,292,375,355 |
SCHEDULE OF STOCK OPTION EXPENS
SCHEDULE OF STOCK OPTION EXPENSE (Details) - Share-based Payment Arrangement, Option [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based compensation expense | $ 2,926,464 | $ 219,264 | $ 17,003,231 | $ 441,145 | $ 691,701 | $ 1,628,523 |
Unrecognized expense | 24,799,017 | $ 24,799,017 | $ 96,555 | |||
Weighted average remaining amortization period (years) | 2 years 3 months 18 days | 9 months 18 days | ||||
Consulting Expenses [Member] | ||||||
Stock-based compensation expense | 33,589 | 67,178 | $ 110,557 | 539,690 | ||
Unrecognized expense | ||||||
Research and Development Expense [Member] | ||||||
Stock-based compensation expense | 24,304 | 59,195 | 49,425 | 121,007 | 177,281 | 417,838 |
Unrecognized expense | 32,055 | $ 32,055 | $ 81,482 | |||
Weighted average remaining amortization period (years) | 3 months 18 days | 9 months 18 days | ||||
General and Administrative Expense [Member] | ||||||
Stock-based compensation expense | 2,902,160 | $ 126,480 | $ 16,953,806 | $ 252,960 | $ 403,863 | $ 670,995 |
Unrecognized expense | $ 24,766,962 | $ 24,766,962 | $ 15,073 | |||
Weighted average remaining amortization period (years) | 2 years 3 months 18 days | 9 months 18 days |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Mar. 18, 2021 | Mar. 11, 2020 | Nov. 13, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Apr. 26, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 16, 2020 | Feb. 03, 2020 | Mar. 31, 2019 | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Cashless exercise of warrants | 123,651 | |||||||||||||||||
Cashless exercise of warrants pre reserve stock split | 494,604,977 | |||||||||||||||||
Options granted | 586,959 | [1] | [2] | 61 | [2] | |||||||||||||
Options granted pre reserve stock split | 2,347,835,948 | |||||||||||||||||
Number of grant date fair value options issued | 27,736,052 | |||||||||||||||||
Warrants to purchase common stock | 3,626,847 | [3] | 3,626,847 | [3] | 3,750,597 | [4] | ||||||||||||
Warrant term | 4 years 4 months 24 days | 4 years 4 months 24 days | 2 years 10 months 24 days | |||||||||||||||
Exercise prices of stock options | $ 47.60 | [1] | [2] | $ 1,440 | [2] | |||||||||||||
Consulting | $ 1,648 | $ 33,589 | $ 10,037 | $ 67,601 | $ 137,250 | $ 1,912,683 | ||||||||||||
Research and development | 160,898 | 261,553 | 326,152 | 447,881 | 876,829 | 1,722,338 | ||||||||||||
General and administrative | $ 3,401,497 | $ 179,323 | $ 18,297,910 | 781,964 | $ 1,786,716 | $ 4,605,704 | ||||||||||||
Common stock, shares authorized | 500,000 | 300,000,000,000 | 300,000,000,000 | 300,000,000,000 | ||||||||||||||
Reverse split, description | the Company (i) convene and hold a special meeting, by no later than March 18, 2020, of the Board of Directors of the Company (the “Board”), for approval of certain changes to the shares of the Company, as set forth below; (ii) approve a reverse split and/or a stock consolidation, solely of the Company’s outstanding shares, at a ratio of 1,000 to 1, (iii) approve of the continuation of the Company’s then total authorized shares of common stock at 2,000,000,000 shares; and (iv) to call a special meeting of stockholders of the Company, within ten days of the special meeting of the Board and by not later than March 25, 2020, to approve the foregoing. On March 18, 2020, the Board considered the matter, and, based upon the Court order, determined to approve the foregoing items, including the 1,000 to 1 reverse split, subject to the Company having available funds to effectuate such items. | 4,000:1 reverse stock split. | 4,000:1 reverse stock split. | |||||||||||||||
Number of shares of common stock authorized | 300,000,000,000 | |||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Number of shares issued for consulting services | $ 7,200 | |||||||||||||||||
Stock based compensation expenses | $ 17,003,231 | $ 441,145 | $ 691,701 | $ 1,658,524 | ||||||||||||||
Equity Option [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Weighted average estimated fair value of options granted per share | $ 1,440 | |||||||||||||||||
Weighted average estimated fair value of options granted per share | 0.36 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Share Price | $ 0.001 | |||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Fair value adjustment of warrants | $ 104,198 | |||||||||||||||||
Number of shares of common stock issued | 20 | |||||||||||||||||
Number of shares of common stock issued | 78,873 | |||||||||||||||||
Warrants to purchase common stock | 74 | |||||||||||||||||
Convertible Debt [Member] | Minimum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Exercise price per share | $ 1,800 | |||||||||||||||||
Exercise price per share | 0.45 | |||||||||||||||||
Convertible Debt [Member] | Maximum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Exercise price per share | 4,000 | |||||||||||||||||
Exercise price per share | $ 1 | |||||||||||||||||
Common Stock and Warrant Offering [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Fair value adjustment of warrants | $ 1,240,165 | |||||||||||||||||
Warrants to purchase common stock | 1,416 | |||||||||||||||||
Warrants to purchase common stock | 5,663,301 | |||||||||||||||||
Derivative liability | $ 233,333 | |||||||||||||||||
Aggregate gross proceeds of warrants | $ 1,658,500 | |||||||||||||||||
Five-Year Immediately Vested [Member] | Common Stock and Warrant Offering [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Fair value adjustment of warrants | $ 10,000 | |||||||||||||||||
Number of shares of common stock issued | 250 | |||||||||||||||||
Number of shares of common stock issued | 1,000,000 | |||||||||||||||||
Warrants to purchase common stock | 250 | 1,153 | ||||||||||||||||
Warrants to purchase common stock | 1,000,000 | 4,611,746 | ||||||||||||||||
Exercise price per share | $ 60 | |||||||||||||||||
Exercise price per share | $ 0.015 | |||||||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||||||
Aggregate gross proceeds of warrants | $ 10,000 | |||||||||||||||||
Five-Year Immediately Vested [Member] | Common Stock and Warrant Offering [Member] | Minimum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Exercise price per share | $ 800 | |||||||||||||||||
Exercise price per share | 0.20 | |||||||||||||||||
Five-Year Immediately Vested [Member] | Common Stock and Warrant Offering [Member] | Maximum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Exercise price per share | 4,000 | |||||||||||||||||
Exercise price per share | $ 1 | |||||||||||||||||
Five-Year Immediately Vested [Member] | Common Stock and Warrant Offering [Member] | Convertible Debt [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Fair value adjustment of warrants | $ 5,075,449 | $ 116,200 | ||||||||||||||||
Warrants to purchase common stock | 3,806,567 | 99 | ||||||||||||||||
Warrants to purchase common stock | 15,226,346,970 | 395,000 | ||||||||||||||||
Five-Year Immediately Vested [Member] | Common Stock and Warrant Offering [Member] | Convertible Debt [Member] | Minimum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Exercise price per share | $ 2 | $ 1,400 | ||||||||||||||||
Exercise price per share | 0.0005 | 0.35 | ||||||||||||||||
Five-Year Immediately Vested [Member] | Common Stock and Warrant Offering [Member] | Convertible Debt [Member] | Maximum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Exercise price per share | 4 | 4,000 | ||||||||||||||||
Exercise price per share | $ 0.001 | 1 | ||||||||||||||||
Warrant Holder [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Exercise price per share | 2,800 | |||||||||||||||||
Exercise price per share | $ 0.70 | |||||||||||||||||
Outstanding warrants | $ 528 | |||||||||||||||||
Outstanding warrants | $ 2,111,111 | |||||||||||||||||
Warrant Holder [Member] | February 2024 [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Exercise price per share | $ 3,400 | |||||||||||||||||
Exercise price per share | 0.85 | |||||||||||||||||
Warrant Holder [Member] | May 2024 [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Exercise price per share | 600 | |||||||||||||||||
Exercise price per share | $ 0.15 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Derivative liability | $ 10,000 | $ 1,400,365 | ||||||||||||||||
Warrant [Member] | Common Stock and Warrant Offering [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Warrants to purchase common stock | 833 | |||||||||||||||||
Warrants to purchase common stock | 3,333,333 | |||||||||||||||||
One-Year Immediately Vested [Member] | Common Stock and Warrant Offering [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Warrants to purchase common stock | 263 | |||||||||||||||||
Warrants to purchase common stock | 1,051,555 | |||||||||||||||||
Exercise price per share | $ 2,800 | |||||||||||||||||
Exercise price per share | $ 0.70 | |||||||||||||||||
Warrant term | 1 year | |||||||||||||||||
Disc Committee Chairman [Member] | Equity Option [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of option issued to purchase shares of common stock | 18 | |||||||||||||||||
Number of option issued to purchase shares of common stock | 70,000 | |||||||||||||||||
Option term | 10 years | |||||||||||||||||
Exercise prices of stock options | $ 4,000 | |||||||||||||||||
Exercise prices of stock options | 1 | |||||||||||||||||
Stock option vesting term | 3 years | |||||||||||||||||
Grant date value of option | $ 44,247 | |||||||||||||||||
Disc Committee Chairman [Member] | Immediately Vested Ten-Year Option [Member] | Equity Option [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of option issued to purchase shares of common stock | 44 | |||||||||||||||||
Number of option issued to purchase shares of common stock | 175,000 | |||||||||||||||||
Exercise prices of stock options | $ 1,040 | |||||||||||||||||
Exercise prices of stock options | 0.26 | |||||||||||||||||
Stock option vesting term | 10 years | |||||||||||||||||
Grant date value of option | $ 43,141 | |||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Reverse split, description | effect a reverse split of the Company’s common stock at a ratio of not less than 1-for-2 and not more than 1-for-20, with the Board of Directors having the discretion as to whether or not the reverse stock split was to be effected, and with the exact ratio of any reverse stock split to be set at a whole number within the above range as determined by the Board of Directors in its discretion. Concurrently, the Board of Directors determined to submit to the Company’s stockholders for their approval a proposal to authorize the Board of Directors, in the event the reverse stock split proposal was approved by the stockholders, in its discretion, | |||||||||||||||||
Board of Directors [Member] | Equity Option [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of option issued to purchase shares of common stock | 1,158 | |||||||||||||||||
Number of option issued to purchase shares of common stock | 4,631,700 | |||||||||||||||||
Exercise prices of stock options | $ 3,000 | |||||||||||||||||
Exercise prices of stock options | 0.75 | |||||||||||||||||
Incremental value of modified stock options | $ 452,637 | |||||||||||||||||
Consulting | 187,861 | |||||||||||||||||
Research and development | 56,856 | |||||||||||||||||
General and administrative | $ 207,920 | |||||||||||||||||
Board of Directors [Member] | Minimum [Member] | Equity Option [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Exercise prices of stock options | $ 4,000 | |||||||||||||||||
Exercise prices of stock options | 1 | |||||||||||||||||
Board of Directors [Member] | Maximum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 300,000,000 | 150,000,000 | ||||||||||||||||
Board of Directors [Member] | Maximum [Member] | Equity Option [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Exercise prices of stock options | 18,800 | |||||||||||||||||
Exercise prices of stock options | $ 4.70 | |||||||||||||||||
Two Employment Agreements [Member] | Chief Executive Officer And Chairman Of The Board And Vice President [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of option issued to purchase shares of common stock | 586,959 | |||||||||||||||||
Number of option issued to purchase shares of common stock | 2,347,835,948 | |||||||||||||||||
Share Price | $ 47.60 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest to the extent of 50% on the date of grant, 25% on the one-year anniversary of the grant date, and 25% on the two-year anniversary of the grant date. | |||||||||||||||||
Two Employment Agreements [Member] | Chief Executive Officer And Chairman Of The Board And Vice President [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of option issued to purchase shares of common stock | 293,479 | |||||||||||||||||
Number of option issued to purchase shares of common stock | 1,173,917,974 | |||||||||||||||||
Share Price | $ 47.60 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The RSUs vest to the extent of one-third on the one-year anniversary of the grant date, one-third on the two-year anniversary of the grant date, and one-third on the three-year anniversary of the grant date. | |||||||||||||||||
Share price pre reverse stock split | $ 0.0119 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Fair value adjustment of warrants | $ 40 | |||||||||||||||||
Fair value adjustment of warrant pre reverse stock split | $ 0.01 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares of common stock issued | 250 | 54,449 | 113,332 | 250 | 1,416 | |||||||||||||
Number of shares of common stock issued | 217,796,200 | 453,328,000 | ||||||||||||||||
Number of shares issued for consulting services, shares | 2 | |||||||||||||||||
Number of shares issued for consulting services | ||||||||||||||||||
Common Stock [Member] | Minimum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Weighted average estimated fair value of options granted per share | $ 25.20 | |||||||||||||||||
Weighted average estimated fair value of options granted per share | 0.0063 | |||||||||||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Weighted average estimated fair value of options granted per share | $ 67.60 | |||||||||||||||||
Weighted average estimated fair value of options granted per share | 0.0169 | |||||||||||||||||
Warrants [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Cashless exercise of warrants | 57,919 | |||||||||||||||||
Cashless exercise of warrants | 231,677,703 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 40 | $ 920 | ||||||||||||||||
Weighted average estimated fair value of warrants granted per share | $ 0.01 | $ 0.23 | ||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares issued for consulting services, shares | 19 | |||||||||||||||||
Number of shares issued for consulting services, shares | 75,000 | |||||||||||||||||
Number of shares issued for consulting services | $ 30,000 | |||||||||||||||||
Stock Warrants [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Stock based compensation expenses | $ 56,000 | |||||||||||||||||
2021 Stock Incentive Plan [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares authorized | 1,175,000 | |||||||||||||||||
Shares authorized pre reserve stock split | 4,700,000,000 | |||||||||||||||||
2010 Equity Participation Plan [Member] | Board of Directors [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 5,000 | |||||||||||||||||
Common stock, shares authorized pre reverse stock split | 20,000,000 | |||||||||||||||||
[1] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | |||||||||||||||||
[2] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | |||||||||||||||||
[3] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | |||||||||||||||||
[4] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jun. 16, 2021 | Mar. 18, 2021 | Nov. 16, 2020 | Mar. 11, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 24, 2021 | |||
Reverse stock split description | the Company (i) convene and hold a special meeting, by no later than March 18, 2020, of the Board of Directors of the Company (the “Board”), for approval of certain changes to the shares of the Company, as set forth below; (ii) approve a reverse split and/or a stock consolidation, solely of the Company’s outstanding shares, at a ratio of 1,000 to 1, (iii) approve of the continuation of the Company’s then total authorized shares of common stock at 2,000,000,000 shares; and (iv) to call a special meeting of stockholders of the Company, within ten days of the special meeting of the Board and by not later than March 25, 2020, to approve the foregoing. On March 18, 2020, the Board considered the matter, and, based upon the Court order, determined to approve the foregoing items, including the 1,000 to 1 reverse split, subject to the Company having available funds to effectuate such items. | 4,000:1 reverse stock split. | 4,000:1 reverse stock split. | ||||||||
Common stock authorized | 300,000,000,000 | 500,000 | 300,000,000,000 | 300,000,000,000 | |||||||
Options granted | 586,959 | [1] | [2] | 61 | [2] | ||||||
Options granted pre reverse stock split | 2,347,835,948 | ||||||||||
Cash | $ 1,759,080 | $ 3,064,610 | $ 1,664 | ||||||||
Shares issued for conversion | 750 | ||||||||||
Shares issued for conversion pre reverse stock split | 3,000,000 | ||||||||||
Unsecured Debt [Member] | |||||||||||
Cash | $ 30,000 | ||||||||||
Mr. Alstodt [Member] | Ten Year Option [Member] | |||||||||||
Options granted | 293,479 | ||||||||||
Options granted pre reverse stock split | 1,173,917,974 | ||||||||||
Mr. Silva [Member] | Ten Year Option [Member] | |||||||||||
Options granted | 293,479 | ||||||||||
Options granted pre reverse stock split | 1,173,917,974 | ||||||||||
Other Lenders [Member] | Auctus [Member] | |||||||||||
Common stock authorized | 3,000,000 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Annual base salary | 300,000 | ||||||||||
Severance costs | $ 400,000 | $ 100,000 | |||||||||
Certain benefits plus | $ 100,000 | ||||||||||
Alstodt Employment Agreement [Member] | Mr. Alstodt [Member] | |||||||||||
Annual base salary | $ 250,000 | ||||||||||
Increase in annual salary | $ 50,000 | 150,000 | |||||||||
Restriced shares issued | 146,740 | ||||||||||
Restriced shares issued pre reverse stock split | (586,958,987) | ||||||||||
Silva Employment Agreement [Member] | Mr. Silva [Member] | |||||||||||
Annual base salary | $ 225,000 | ||||||||||
Increase in annual salary | $ 50,000 | $ 150,000 | |||||||||
Restriced shares issued | 146,740 | ||||||||||
Restriced shares issued pre reverse stock split | 586,958,987 | ||||||||||
Pre-Reverse Stock Split [Member] | |||||||||||
Reverse stock split description | the Company (i) convene and hold a special meeting, by no later than March 18, 2020, of the Board of Directors of the Company (the “Board”), for approval of certain changes to the shares of the Company, as set forth below; (ii) approve a reverse split and/or a stock consolidation, solely of the Company’s outstanding shares, at a ratio of 1,000 to 1, (iii) approve of the continuation of the Company’s then total authorized shares of common stock at 500,000 (2,000,000,000 pre-reverse stock split) shares; and (iv) to call a special meeting of stockholders of the Company, within ten days of the special meeting of the Board and by not later than March 25, 2020, to approve the foregoing. On March 18, 2020, the Board considered the matter, and, based upon the Court order, determined to approve the foregoing items, including the 1,000 to 1 reverse split, subject to the Company having available funds to effectuate such items. | ||||||||||
Common stock authorized | 2,000,000,000 | ||||||||||
[1] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | ||||||||||
[2] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. |
SCHEDULE OF NET LEASE COST AND
SCHEDULE OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | ||||
Operating lease cost (cost resulting from lease payments) | $ 79,186 | $ 76,874 | $ 153,748 | |
Short term lease cost | ||||
Sublease income | ||||
Net lease cost | 79,186 | 76,874 | 153,748 | |
Operating lease – operating cash flows (fixed payments) | 79,186 | 76,874 | 153,748 | |
Operating lease – operating cash flows (liability reduction) | 49,085 | 41,457 | 85,465 | |
Non-current leases - right of use assets | 415,827 | 531,872 | 473,849 | $ 589,894 |
Current liabilities - operating lease liabilities | 109,856 | 93,093 | 158,371 | 85,465 |
Non-current liabilities - operating lease liabilities | $ 362,949 | $ 472,805 | $ 363,519 | $ 521,890 |
SCHEDULE OF FUTURE MINIMUM PA_2
SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Leases | ||
2021 (excluding the six months ended June 30, 2021) | $ 79,186 | |
2021 | 163,132 | $ 158,371 |
2022 | 168,028 | 163,132 |
2023 | 173,060 | 168,028 |
Total future minimum lease payments | 583,406 | 662,591 |
Amount representing interest | (110,601) | (140,701) |
Present value of net future minimum lease payments | 472,805 | 521,890 |
2024 | 173,060 | |
Total future minimum lease payments | $ 583,406 | $ 662,591 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Jun. 01, 2019 | Jun. 30, 2019USD ($) | Jun. 30, 2021USD ($)ft² | Dec. 31, 2020USD ($)ft² | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 02, 2019USD ($) |
Weighted average incremental borrowing rate | 12.00% | 12.00% | |||||
ROU assets | $ 415,827 | $ 473,849 | $ 531,872 | $ 589,894 | |||
Lease liabilities | $ 472,805 | $ 521,890 | |||||
Additional term for existing lease of office space | 5 years | ||||||
Accounting Standards Update 2016-02 [Member] | |||||||
ROU assets | $ 638,246 | ||||||
Lease liabilities | $ 638,246 | ||||||
Melville Lease [Member] | |||||||
Area of land | ft² | 6,800 | 6,800 | |||||
Lease expire date | Mar. 31, 2020 | ||||||
Lease description | the Company exercised its option to extend the Melville Lease and entered into a lease amendment with the lessor whereby the five-year extension term commenced on January 1, 2020 | The Melville Lease was scheduled to expire in March 2020 (subject to extension at the option of the Company for a period of five years) and provided for an annual base rental during the initial term ranging between $132,600 and $149,260. | |||||
Melville Lease [Member] | Minimum [Member] | |||||||
Rent expense | $ 153,748 | $ 132,600 | $ 132,600 | ||||
Melville Lease [Member] | Maximum [Member] | |||||||
Rent expense | $ 173,060 | $ 149,260 | $ 149,260 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 27, 2021 | Jul. 02, 2021 | Jun. 02, 2021 | Mar. 18, 2021 | Mar. 11, 2021 | Jan. 26, 2021 | Nov. 16, 2020 | Mar. 11, 2020 | Oct. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Apr. 15, 2021 | Mar. 31, 2020 | Apr. 26, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debt instrument, interest rate | 16.60% | ||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Warrants to purchase shares of common stock | 3,626,847 | [1] | 3,626,847 | [1] | 3,750,597 | [2] | |||||||||||||||
Stockholders' Equity, Reverse Stock Split | the Company (i) convene and hold a special meeting, by no later than March 18, 2020, of the Board of Directors of the Company (the “Board”), for approval of certain changes to the shares of the Company, as set forth below; (ii) approve a reverse split and/or a stock consolidation, solely of the Company’s outstanding shares, at a ratio of 1,000 to 1, (iii) approve of the continuation of the Company’s then total authorized shares of common stock at 2,000,000,000 shares; and (iv) to call a special meeting of stockholders of the Company, within ten days of the special meeting of the Board and by not later than March 25, 2020, to approve the foregoing. On March 18, 2020, the Board considered the matter, and, based upon the Court order, determined to approve the foregoing items, including the 1,000 to 1 reverse split, subject to the Company having available funds to effectuate such items. | 4,000:1 reverse stock split. | 4,000:1 reverse stock split. | ||||||||||||||||||
Accrued interest | $ 1,226,901 | ||||||||||||||||||||
Common stock, shares authorized | 300,000,000,000 | 500,000 | 300,000,000,000 | 300,000,000,000 | |||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued | 250 | 54,449 | 113,332 | 250 | 1,416 | ||||||||||||||||
Shares issued, pre reverse stock split | 217,796,200 | 453,328,000 | |||||||||||||||||||
Pre-Reverse Stock Split [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | the Company (i) convene and hold a special meeting, by no later than March 18, 2020, of the Board of Directors of the Company (the “Board”), for approval of certain changes to the shares of the Company, as set forth below; (ii) approve a reverse split and/or a stock consolidation, solely of the Company’s outstanding shares, at a ratio of 1,000 to 1, (iii) approve of the continuation of the Company’s then total authorized shares of common stock at 500,000 (2,000,000,000 pre-reverse stock split) shares; and (iv) to call a special meeting of stockholders of the Company, within ten days of the special meeting of the Board and by not later than March 25, 2020, to approve the foregoing. On March 18, 2020, the Board considered the matter, and, based upon the Court order, determined to approve the foregoing items, including the 1,000 to 1 reverse split, subject to the Company having available funds to effectuate such items. | ||||||||||||||||||||
Common stock, shares authorized | 2,000,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | 4,000 for 1 reverse stock split | ||||||||||||||||||||
Subsequent Event [Member] | 2021 Stock Incentive Plan [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 1,175,000 | ||||||||||||||||||||
Subsequent Event [Member] | Note Holder [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued | 750 | ||||||||||||||||||||
Share price per share | $ 28 | ||||||||||||||||||||
Subsequent Event [Member] | Mr. Alstodt [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Increase in annual salary | $ 150,000 | ||||||||||||||||||||
Subsequent Event [Member] | Mr. Alstodt [Member] | Ten Year Option [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued | 293,479 | ||||||||||||||||||||
Stock option period | 10 years | ||||||||||||||||||||
Restricted common shares | 146,740 | ||||||||||||||||||||
Subsequent Event [Member] | Mr. Silva [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Increase in annual salary | $ 150,000 | ||||||||||||||||||||
Subsequent Event [Member] | Mr. Silva [Member] | Ten Year Option [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued | 293,479 | ||||||||||||||||||||
Restricted common shares | 146,740 | ||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued | 25,000 | ||||||||||||||||||||
Shares issued, pre reverse stock split | 100,000,000 | ||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 240 | ||||||||||||||||||||
Fair value adjustment of warrants pre reverse stock split securities | $ 0.06 | ||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Note Holder [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued | 750 | ||||||||||||||||||||
Shares issued, pre reverse stock split | 3,000,000 | ||||||||||||||||||||
Share price per share | $ 28 | ||||||||||||||||||||
Share price pre reverse stock split securities | 0.007 | ||||||||||||||||||||
Subsequent Event [Member] | Pre-Reverse Stock Split [Member] | 2021 Stock Incentive Plan [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 4,700,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Pre-Reverse Stock Split [Member] | Note Holder [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued | 3,000,000 | ||||||||||||||||||||
Share price per share | $ 0.007 | ||||||||||||||||||||
Subsequent Event [Member] | Pre-Reverse Stock Split [Member] | Mr. Alstodt [Member] | Ten Year Option [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued | 1,173,917,974 | ||||||||||||||||||||
Restricted common shares | 586,958,987 | ||||||||||||||||||||
Subsequent Event [Member] | Pre-Reverse Stock Split [Member] | Mr. Silva [Member] | Ten Year Option [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued | 1,173,917,974 | ||||||||||||||||||||
Restricted common shares | 586,958,987 | ||||||||||||||||||||
Subsequent Event [Member] | Auctus FundLLC [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued | 34,500 | ||||||||||||||||||||
Shares issued, pre reverse stock split | 138,000,000 | ||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 15 | ||||||||||||||||||||
Fair value adjustment of warrants pre reverse stock split securities | $ 0.0038 | ||||||||||||||||||||
Subsequent Event [Member] | Auctus [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Number of shares of common stock issued | 25,000 | 34,500 | 39,750 | 73,582 | |||||||||||||||||
Share price per share | $ 240 | $ 15.20 | $ 32.16 | $ 40 | $ 32.16 | ||||||||||||||||
Subsequent Event [Member] | Auctus [Member] | Pre-Reverse Stock Split [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued | 100,000,000 | 138,000,000 | 159,000,000 | 294,328,000 | |||||||||||||||||
Share price per share | $ 0.06 | $ 0.0038 | $ 0.008 | $ 0.01 | $ 0.008 | ||||||||||||||||
Subsequent Event [Member] | Auctus [Member] | Class A Warrant [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Warrants to purchase shares of common stock | 83,201 | 83,201 | |||||||||||||||||||
Class of Warrant or Right Number of Securities Called by Warrants or Rights Pre Reverse Stock Split Securities | 332,805,400 | ||||||||||||||||||||
Warrant exercise price | $ 2 | $ 2 | |||||||||||||||||||
Exercise price pre reverse stock split | $ 0.0005 | ||||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Nov. 16, 2025 | ||||||||||||||||||||
Subsequent Event [Member] | Auctus [Member] | Class A Warrant [Member] | Pre-Reverse Stock Split [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Warrants to purchase shares of common stock | 332,805,400 | ||||||||||||||||||||
Warrant exercise price | $ 0.0005 | ||||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Nov. 16, 2025 | ||||||||||||||||||||
Subsequent Event [Member] | Auctus [Member] | Class B Warrant [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Warrants to purchase shares of common stock | 41,601 | 41,601 | |||||||||||||||||||
Class of Warrant or Right Number of Securities Called by Warrants or Rights Pre Reverse Stock Split Securities | 166,402,700 | ||||||||||||||||||||
Warrant exercise price | $ 4 | $ 4 | |||||||||||||||||||
Exercise price pre reverse stock split | $ 0.001 | ||||||||||||||||||||
Subsequent Event [Member] | Auctus [Member] | Class B Warrant [Member] | Pre-Reverse Stock Split [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Warrants to purchase shares of common stock | 166,402,700 | ||||||||||||||||||||
Warrant exercise price | $ 0.001 | ||||||||||||||||||||
Secured Convertible Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debt instrument, maturity date | Nov. 16, 2023 | Nov. 16, 2023 | |||||||||||||||||||
Debt instrument, interest rate | 7.00% | 7.00% | |||||||||||||||||||
Plan cost percentage | 110.00% | 110.00% | |||||||||||||||||||
Unsecured Convertible Notes [Member] | Auctus [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debt principal amount | $ 3,261,819 | ||||||||||||||||||||
Unsecured Convertible Notes [Member] | Subsequent Event [Member] | Auctus [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debt principal amount | $ 532,499 | $ 532,499 | |||||||||||||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debt principal amount | $ 100,000 | $ 92,666 | $ 118,397 | ||||||||||||||||||
Debt conversion of notes payable, shares | 3,217 | 2,071 | 2,781 | ||||||||||||||||||
Debt conversion price | $ 32.22 | $ 60 | $ 48 | ||||||||||||||||||
Accrued interest | $ 3,644 | $ 1,460 | $ 1,151 | ||||||||||||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | Pre-Reverse Stock Split [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debt conversion of notes payable, shares | 12,866,735 | 8,285,719 | 11,123,856 | ||||||||||||||||||
Debt conversion price | $ 0.008 | $ 0.015 | $ 0.012 | ||||||||||||||||||
Debtor-In-Possession Funding [Member] | Auctus [Member] | Class A Warrant [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Warrants to purchase shares of common stock | 613,451 | ||||||||||||||||||||
Class of Warrant or Right Number of Securities Called by Warrants or Rights Pre Reverse Stock Split Securities | 2,453,802,480 | ||||||||||||||||||||
Debtor-In-Possession Funding [Member] | Auctus [Member] | Class B Warrant [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Warrants to purchase shares of common stock | 306,725 | ||||||||||||||||||||
Class of Warrant or Right Number of Securities Called by Warrants or Rights Pre Reverse Stock Split Securities | 1,226,901,240 | ||||||||||||||||||||
Number of shares of common stock issued | 167,781 | 54,449 | 54,449 | 73,582 | |||||||||||||||||
Shares issued, pre reverse stock split | 671,124,200 | 217,796,200 | 217,796,200 | ||||||||||||||||||
Debtor-In-Possession Funding [Member] | Auctus [Member] | Class B Warrant [Member] | Common Stock [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued | 128,031 | ||||||||||||||||||||
Shares issued, pre reverse stock split | 512,124,200 | ||||||||||||||||||||
Debtor-In-Possession Funding [Member] | Secured Convertible Note [Member] | Auctus [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debtor-in-possession funding, percentage | 110.00% | ||||||||||||||||||||
Debt principal amount | $ 1,349,591 | ||||||||||||||||||||
Debt instrument, maturity date | Nov. 16, 2023 | ||||||||||||||||||||
Debtor-In-Possession Funding [Member] | Secured Convertible Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debtor-in-possession funding, percentage | 110.00% | 110.00% | |||||||||||||||||||
Debt principal amount | $ 183,043 | $ 183,043 | |||||||||||||||||||
Debt instrument, maturity date | Nov. 16, 2023 | Nov. 16, 2023 | |||||||||||||||||||
Debt instrument, interest rate | 7.00% | 7.00% | |||||||||||||||||||
Alstodt Employment Agreement [Member] | Mr. Alstodt [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Annual salary | $ 250,000 | ||||||||||||||||||||
Increase in annual salary | $ 50,000 | $ 150,000 | |||||||||||||||||||
Restricted common shares | 146,740 | ||||||||||||||||||||
Alstodt Employment Agreement [Member] | Subsequent Event [Member] | Mr. Alstodt [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Annual salary | $ 250,000 | ||||||||||||||||||||
Increase in annual salary | 50,000 | ||||||||||||||||||||
Silva Employment Agreement [Member] | Mr. Silva [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Annual salary | 225,000 | ||||||||||||||||||||
Increase in annual salary | $ 50,000 | $ 150,000 | |||||||||||||||||||
Restricted common shares | 146,740 | ||||||||||||||||||||
Silva Employment Agreement [Member] | Subsequent Event [Member] | Mr. Silva [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Annual salary | $ 225,000 | ||||||||||||||||||||
Increase in annual salary | $ 50,000 | ||||||||||||||||||||
[1] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. | ||||||||||||||||||||
[2] | Amounts reflect the affect of the pro-forma 4,000:1 reverse stock split. |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 12, 2021 | Apr. 19, 2021 | |
Subsequent Event [Line Items] | ||||||||
Loss from operations | $ 3,555,263 | $ 461,588 | $ 18,609,919 | $ 1,280,577 | $ 2,752,076 | $ 8,432,005 | ||
Negative cash flows from operations | 1,555,530 | $ 869,084 | 1,964,265 | 6,918,734 | ||||
Outstanding debt and other liabilities | 14,700,000 | 14,700,000 | 14,700,000 | |||||
Debtor-in-Possession Financing, Amount Arranged | 1,189,413 | 1,189,413 | 1,189,413 | |||||
Proceeds from debt financings | 3,848,548 | 3,848,548 | ||||||
Proceeds from additional Issuance of debt | 2,100,000 | 3,500,000 | ||||||
Accrued interest | 1,226,901 | |||||||
DIP Costs | 650,000 | |||||||
Cash | $ 1,759,080 | $ 1,759,080 | $ 3,064,610 | $ 1,664 | ||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash | $ 1,586,414 | $ 2,455,935 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 900,908 | $ 900,908 | |
Less: accumulated depreciation | (878,994) | (832,506) | |
Property and equipment, net | $ 13,143 | 21,914 | 68,402 |
Medical Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 352,133 | 352,133 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 123,487 | 123,487 | |
Computer Software And Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 107,648 | 107,648 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 12,979 | 12,979 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 304,661 | $ 304,661 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 46,488 | $ 142,465 |
SCHEDULE OF STOCK OPTION ACTI_2
SCHEDULE OF STOCK OPTION ACTIVITY (Details) (Parenthetical) | Mar. 11, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Equity [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | the Company (i) convene and hold a special meeting, by no later than March 18, 2020, of the Board of Directors of the Company (the “Board”), for approval of certain changes to the shares of the Company, as set forth below; (ii) approve a reverse split and/or a stock consolidation, solely of the Company’s outstanding shares, at a ratio of 1,000 to 1, (iii) approve of the continuation of the Company’s then total authorized shares of common stock at 2,000,000,000 shares; and (iv) to call a special meeting of stockholders of the Company, within ten days of the special meeting of the Board and by not later than March 25, 2020, to approve the foregoing. On March 18, 2020, the Board considered the matter, and, based upon the Court order, determined to approve the foregoing items, including the 1,000 to 1 reverse split, subject to the Company having available funds to effectuate such items. | 4,000:1 reverse stock split. | 4,000:1 reverse stock split. |
SCHEDULE OF STOCK OPTION BY E_2
SCHEDULE OF STOCK OPTION BY EXERCISE PRICE (Details) (Parenthetical) | Mar. 11, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Equity [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | the Company (i) convene and hold a special meeting, by no later than March 18, 2020, of the Board of Directors of the Company (the “Board”), for approval of certain changes to the shares of the Company, as set forth below; (ii) approve a reverse split and/or a stock consolidation, solely of the Company’s outstanding shares, at a ratio of 1,000 to 1, (iii) approve of the continuation of the Company’s then total authorized shares of common stock at 2,000,000,000 shares; and (iv) to call a special meeting of stockholders of the Company, within ten days of the special meeting of the Board and by not later than March 25, 2020, to approve the foregoing. On March 18, 2020, the Board considered the matter, and, based upon the Court order, determined to approve the foregoing items, including the 1,000 to 1 reverse split, subject to the Company having available funds to effectuate such items. | 4,000:1 reverse stock split. | 4,000:1 reverse stock split. |
SUMMARY OF CHANGES IN FAIR VALU
SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, ending balance | $ 915,959 | $ 1,094,607 |
Issuance of derivative liabilities | 2,483,532 | 6,650,667 |
Extinguishment of derivative liabilities in connection with convertible note repayments and exchanges | (1,165,329) | (3,230,779) |
Change in fair value of derivative liabilities | 2,141,069 | (788,970) |
Reclassification of derivative liabilities to equity | (2,809,566) | |
Write-off of derivative liabilities pursuant to ASC 852 | (4,375,231) | |
Derivative liabilities, ending balance | $ 915,959 |
SUMMARY OF DERIVATIVE LIABILITI
SUMMARY OF DERIVATIVE LIABILITIES FAIR VALUE ASSUMPTION (Details) - Valuation Technique, Option Pricing Model [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Credit Derivatives [Line Items] | ||
Derivatives, fair value measurement input, percentages | 0.0006 | 0.0154 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Credit Derivatives [Line Items] | ||
Derivatives, fair value measurement input, percentages | 0.0216 | 0.0216 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Credit Derivatives [Line Items] | ||
Derivatives, fair value measurement input, term | 1 month 13 days | 29 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Credit Derivatives [Line Items] | ||
Derivatives, fair value measurement input, term | 5 years | 5 years |
Measurement Input, Expected Volatility [Member] | Minimum [Member] | ||
Credit Derivatives [Line Items] | ||
Derivatives, fair value measurement input, percentages | 1.01 | 0.91 |
Measurement Input, Expected Volatility [Member] | Maximum [Member] | ||
Credit Derivatives [Line Items] | ||
Derivatives, fair value measurement input, percentages | 1.33 | 1.33 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||
Extinguishment of derivative liabilities in connection with convertible note repayments, conversions and exchanges | $ 3,230,780 | |
Reclassification of derivative liabilities to equity | 2,809,566 | |
Gain on derivative liabilities | $ 2,141,069 | (788,970) |
Extinguishment of derivative liabilities in connection with convertible note repayments, conversions and exchanges | 1,165,329 | 3,230,779 |
Write-off of derivative liabilities pursuant to ASC 852 | 4,375,231 | |
Embedded Conversion Options [Member] | ||
Short-term Debt [Line Items] | ||
Gain on derivative liabilities | 2,141,069 | |
Fair value of derivative liabilities | 4,375,231 | |
Warrants [Member] | ||
Short-term Debt [Line Items] | ||
Gain on derivative liabilities | 670,370 | |
Fair value of derivative liabilities | 34,762 | |
Warrant [Member] | ||
Short-term Debt [Line Items] | ||
Derivative liabilities | 10,000 | 1,400,365 |
Convertible Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Derivative liabilities | $ 2,473,532 | 5,331,147 |
ECO [Member] | ||
Short-term Debt [Line Items] | ||
Derivative liabilities | 962,042 | |
Gain on derivative liabilities | $ 118,600 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS, LIABILITIES AND VALUATION ALLOWANCE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 9,700,000 | $ 7,800,000 |
Stock-based compensation | 4,070,000 | 3,880,000 |
Research & development tax credits | 358,000 | 358,000 |
Total deferred tax assets | 14,128,000 | 12,038,000 |
Intangible assets | (30,000) | (26,000) |
Total deferred tax liabilities | (30,000) | (26,000) |
Net deferred tax assets | 14,098,000 | 12,012,000 |
Valuation allowance | (14,098,000) | (12,012,000) |
Deferred tax asset, net of valuation allowance | ||
Change in valuation allowance | $ (2,086,000) | $ (3,834,000) |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | ||
Current | ||
Deferred | ||
Total income tax provision (benefit) |
SCHEDULE OF STATUTORY FEDERAL I
SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory blended income tax rates | (21.00%) | (21.00%) |
State statutory income tax rate, net of federal benefit | (5.00%) | (5.00%) |
Permanent differences | 7.60% | 0.10% |
True-ups and other | (0.30%) | |
Change in valuation allowance | 18.40% | 26.20% |
Effective tax rate |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Federal net operating loss carry-forwards | $ 29,900,000 | $ 36,600,000 | |
Operating loss carry-forwards not subject to expiration | 28,600,000 | ||
Deferred tax assets, operating loss carryforwards | $ 7,800,000 | 9,700,000 | |
Expire from 2029 to 2037 [Member] | |||
Operating loss carry-forwards subject to expiration | $ 8,000,000 | ||
Section 382 [Member] | |||
Federal net operating loss carry-forwards | $ 28,200,000 | ||
Income tax examination, description | In accordance with Section 382 of the Internal Revenue Code, the usage of the Company’s net operating loss carryforwards are subject to annual limitations due to several greater than 50% ownership changes. | ||
Deferred tax assets, operating loss carryforwards | $ 9,600,000 |