Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-37603 | ||
Entity Registrant Name | BIORESTORATIVE THERAPIES, INC. | ||
Entity Central Index Key | 0001505497 | ||
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 1 | ||
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 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | BRTX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 19,923,800 | ||
Entity Bankruptcy Proceedings, Reporting Current | true | ||
Entity Common Stock, Shares Outstanding | 3,626,603 | ||
Documents Incorporated by Reference [Text Block] | None | ||
Auditor Firm ID | 711 | ||
Auditor Name | Friedman LLP | ||
Auditor Location | Marlton, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 21,026,727 | $ 3,064,610 |
Accounts receivable | 5,000 | 17,000 |
Prepaid expenses | 436,181 | 105,407 |
Total Current Assets | 21,467,908 | 3,187,017 |
Property and equipment, net | 37,993 | 21,914 |
Right of use asset | 357,805 | 473,849 |
Intangible assets, net | 589,740 | 664,268 |
Total Assets | 22,453,446 | 4,347,048 |
Current Liabilities: | ||
Accounts payable | 50,827 | 118,851 |
Accrued expenses and other current liabilities | 134,970 | 767,566 |
Lease liability, current portion | 119,055 | 158,371 |
PPP loan payable, current portion | 58,970 | |
Total Current Liabilities | 363,822 | 1,044,788 |
Lease liability, net of current portion | 301,645 | 363,519 |
Notes payable, net of debt discount of $- and $5,366,869, respectively | 4,270,233 | |
PPP loan payable, net of current portion | 191,030 | |
Total Liabilities | 856,497 | 5,678,540 |
Commitments and Contingencies | ||
Stockholders’ Equity (Deficit): | ||
Preferred Stock | ||
Common stock, $0.0001 par value; Authorized, 75,000,000 shares; 3,520,391 and 715,544 issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 353 | 72 |
Additional paid in capital | 155,727,292 | 88,511,269 |
Accumulated deficit | (134,146,128) | (89,842,833) |
Total Stockholders’ Equity (Deficit) | 21,596,949 | (1,331,492) |
Total Liabilities and Stockholders’ Equity (Deficit) | 22,453,446 | 4,347,048 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ Equity (Deficit): | ||
Preferred Stock | $ 15,432 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Notes payable non current, debt discount | $ 5,366,869 | |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 3,520,391 | 715,544 |
Common stock, shares outstanding | 3,520,391 | 715,544 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,543,158 | 1,543,158 |
Preferred stock, shares issued | 1,543,158 | 0 |
Preferred stock, shares outstanding | 1,543,158 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 46,000 | $ 77,000 |
Operating expenses: | ||
Marketing and promotion | 12,290 | 28,281 |
Consulting | 74,992 | 137,250 |
Research and development | 729,058 | 876,829 |
General and administrative | 25,537,533 | 1,786,716 |
Total operating expenses | 26,353,873 | 2,829,076 |
Loss from operations | (26,307,873) | (2,752,076) |
Other expense: | ||
Interest expense | (1,815,366) | (1,640,145) |
Loss on extinguishment of notes payable, net | (16,180,056) | (658,152) |
Change in fair value of derivative liabilities | (2,141,069) | |
Reorganization items, net | (4,081,245) | |
Total other expense | (17,995,422) | (8,520,611) |
Net loss | $ (44,303,295) | $ (11,272,687) |
Net Loss Per Share - Basic and Diluted | $ (37.30) | $ (28.56) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 1,187,741 | 394,705 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance 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 satisfaction of bankruptcy allowable claims | $ 26 | 14,381,233 | 14,381,259 | ||
Shares issued in satisfaction of bankruptcy allowable claims, shares | 262,432 | ||||
Shares issued in cashless exercise of warrants | $ 5 | (5) | |||
Shares issued in cashless exercise of warrants, shares | 54,449 | ||||
Fair market value of beneficial conversion feature and warrants issued with convertible notes payable instruments | 5,075,449 | 5,075,449 | |||
- options | 691,701 | 691,701 | |||
Net loss | (11,272,687) | (11,272,687) | |||
Balance 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 | $ 230 | 21,072,453 | 21,072,683 | ||
Shares and warrants issued for cash, shares | 2,300,000 | ||||
Shares issued in connection with the public offering in exchange for notes payable, accrued interest and outstanding warrants | $ 15,432 | $ 31 | 22,611,982 | 22,627,445 | |
Shares issued in connection with the public offering in exchange for notes payable, accrued interest and outstanding warrants, Shares | 1,543,158 | 313,789 | |||
Shares issued in exchange for notes payable and accrued interest | $ 1 | 317,376 | 317,377 | ||
Shares issued in exchange for notes payable and accrued interest, shares | 8,069 | ||||
Shares issued in satisfaction of bankruptcy allowable claims | |||||
Shares issued in cashless exercise of warrants | $ 18 | (82,146) | (82,128) | ||
Shares issued in cashless exercise of warrants, shares | 177,239 | ||||
Shares issued in litigation settlement | 21,000 | $ 21,000 | |||
Shares issued in litigation settlement, shares | 750 | 750 | |||
Fair market value of beneficial conversion feature and warrants issued with convertible notes payable instruments | 166,404 | $ 166,404 | |||
- restricted share units | 3,671,503 | 3,671,503 | |||
- options | 19,411,976 | 19,411,976 | |||
- common stock | $ 1 | 25,475 | 25,476 | ||
common stock, shares | 5,000 | ||||
Net loss | (44,303,295) | (44,303,295) | |||
Balance at Dec. 31, 2021 | $ 15,432 | $ 353 | $ 155,727,292 | $ (134,146,128) | $ 21,596,949 |
Balance, shares at Dec. 31, 2021 | 1,543,158 | 3,520,391 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net Loss | $ (44,303,295) | $ (11,272,687) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 1,133,539 | 1,278,105 |
Accretion of interest expense | 2,810,973 | |
Depreciation and amortization | 89,108 | 121,384 |
Stock-based compensation | 23,108,955 | 691,701 |
Shares issued in settlement of litigation | 21,000 | |
Loss on extinguishment of note payables, net | 16,180,056 | 658,152 |
Reorganization items, net | 527,455 | |
Change in fair value of derivative liabilities | 2,141,069 | |
Professional fees paid for services related to bankruptcy proceedings | 476,653 | |
Non-cash lease expense | 116,044 | 30,580 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 12,000 | 15,000 |
Prepaid assets and other current assets | (330,774) | (70,208) |
Accounts payable | (68,024) | 84,631 |
Accrued interest, expenses and other current liabilities | 812,673 | 542,927 |
Lease liability | (101,190) | |
Net cash used in operating activities | (3,329,908) | (1,964,265) |
Cash flows from investing activities: | ||
Purchases of equipment | (30,658) | |
Net cash used in investing activities | (30,658) | |
Cash flows from financing activities: | ||
Proceeds from sale of units in public offering, net | 21,072,683 | |
Proceeds from notes payable | 4,290,310 | |
Proceeds from PPP Loan | 250,000 | |
Proceeds from DIP Financing | 1,226,901 | |
Financing costs | (500,000) | |
Sales of common stock and warrants for cash | 10,000 | |
Net cash provided by financing activities | 21,322,683 | 5,027,211 |
Net increase in cash and cash equivalents | 17,962,117 | 3,062,946 |
Cash - beginning of year | 3,064,610 | 1,664 |
Cash - end of year | 21,026,727 | 3,064,610 |
Supplemental cash flow information: | ||
Interest | ||
Income taxes | ||
Non-cash investing and financing activities: | ||
Shares issued in exchange for notes payable and accrued interest | 317,377 | 2,558,932 |
Accrued expense exchanged for convertible notes | 715,303 | |
Shares issued in satisfaction of bankruptcy allowable claims | 14,381,259 | |
Bifurcated embedded conversion options and warrants recorded as derivative liability and debt discount | 166,404 | 2,377,818 |
Fair market value of beneficial conversion feature and warrants issued convertible notes payable instruments | 5,075,449 | |
Sale of warrants recorded as derivative liabilities | 10,000 | |
Convertible debt and accrued interest exchanged for common and preferred shares and warrants in public offering | 10,046,897 | |
Accrued DIP expenses exchanged for convertible notes | $ 698,901 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | Note 1 – ORGANIZATION AND BUSINESS OPERATIONS 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. On October 27, 2021, the Company effected a 1-for-4,000 reverse stock split of its common stock. The Company has retroactively applied the reverse stock split made effective on October 27, 2021 to share and per share amounts on the consolidated financial statements for the years ended December 31, 2021 and 2020. As a result, the Company’s authorized shares of common stock was reduced from 300,000,000,000 to 75,000,000 . The Company’s authorized shares of preferred stock were not affected by the reverse stock split. On November 9, 2021, the Company completed a $ 23,000,000 2,300,000 2,645,000 On November 9, 2021, concurrently with the consummation of the public offering, the Company issued an aggregate of 313,780 shares of the Company’s common stock, 1,543,158 shares of the Company’s Series A preferred stock and warrants for the purchase of an aggregate of 1,856,938 shares of the Company’s common stock in exchange for convertible promissory notes in the aggregate principal amount of $ 10,046,897 , together with accrued interest thereon, and warrants for the purchase of an aggregate of 3,677,997 shares of the Company’s common stock. Such indebtedness and warrants were exchanged at a price of $ 10.00 per unit of securities, consistent with the public offering price of the Company’s units of common stock and warrants. As a result of the exchange, the Company recorded a loss on extinguishment of notes payable, net of $ 16,180,056 on the statement of operations for the year ended December 31, 2021. The newly issued warrants are exercisable for a period of five years at an exercise price of $ 10.00 per share. 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. BRT is currently developing a Disc/Spine Program referred to as “brtxDISC”. Its lead cell therapy candidate, BRTX-100 |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2021 | |
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. At December 31, 2021, the Company had an accumulated deficit of $ 134,146,128 and working capital surplus of approximately $ 21,000,000 . For the year ended December 31, 2021, the Company had negative cash flows from operations of $ 3,329,908 . The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2022, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded, and plans to continue funding, these losses primarily through additional infusions of cash from equity and debt financing. The Company believes the following has been able to mitigate the above factors with regards to its ability to continue as a going concern: on November 9, 2021, the Company received net proceeds of approximately $ 21,073,000 from its public offering. As a result of the above, and cash on hand of approximately $ 19,530,625 as of March 28, 2022, the Company believes it has sufficient cash to fund operations for the twelve months subsequent to the filing date. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 Case Chapter 11 Accounting 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 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”). 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, and deferred tax asset and valuation allowance. 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 20,777,000 2,815,000 The royalties related to the Company’s sublicense comprised all of the Company’s revenue during the years ended December 31, 2021 and 2020. See “Revenue” below. During the year ended December 31, 2021, the Company did not have any debt financings. During the year ended December 31, 2020, 84 Revenue The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. 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, 2021 and 2020, the Company recognized $ 46,000 77,000 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, 2021 and 2020. 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 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 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, 2021 and 2020, 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 $ 12,290 28,281 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, 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 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, 2021 2020 Options 839,639 1,215 Warrants 4,739,871 3,750,597 Unvested RSUs 293,479 - Convertible notes - 109,077 (1) Total 5,872,989 3,860,889 (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 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. 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 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 three years |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consists of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT December 31, 2021 December 31, 2020 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 Manufacturing equipment 30,712 - Leasehold improvements 304,661 304,661 931,620 900,908 Less: accumulated depreciation (893,627 ) (878,994 ) Property and equipment, net $ 37,993 $ 21,914 Total depreciation expense for the years ended December 31, 2021 and 2020 was $ 14,633 46,488 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 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, certain performance milestones (or payouts in lieu of performance milestones) had to be satisfied in order for the Company to maintain its exclusive rights with regard to the disc/spine technology. The Company did not timely satisfy the third of these performance milestones (which needed to be satisfied by February 2022). Accordingly, such rights are currently non-exclusive. The Company and the SCTC are currently negotiating the terms of a possible reinstatement of the exclusive nature of the license. In February 2017, the Company received authorization from the Food and Drug Administration (the “FDA”) to proceed with a Phase 2 clinical trial. In February 2022, the Company announced that the United States Patent and Trademark Office has issued a notice of allowance for a patent application relating to the Company’s BRTX-100 clinical program. This patent was issued in March 2022. 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 - - (74,528 ) (74,528 ) Balance as of December 31, 2021 $ 3,676 $ 1,301,500 $ (715,436 ) $ 589,740 Weighted average remaining amortization period at December 31, 2021 (in years) - 7.9 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, 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 - 74,528 74,528 Balance as of December 31, 2021 $ 3,676 $ 711,760 $ 715,436 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 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, 2021 December 31, 2020 Accrued payroll $ 28,370 $ - Accrued research and development expenses 29,672 - Accrued general and administrative expenses 76,928 109,968 Accrued DIP and Plan costs related to DIP Funding and Plan - 657,598 (1) Total accrued expenses $ 134,970 $ 767,566 (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 was converted into a Secured Convertible Note and subsequently, in connection with the Company’s public offering, into shares of preferred and common stock and warrants to purchase common stock. |
NOTES PAYABLE & CHAPTER 11 REOR
NOTES PAYABLE & CHAPTER 11 REORGANIZATION | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE & CHAPTER 11 REORGANIZATION | Note 7 – NOTES PAYABLE & CHAPTER 11 REORGANIZATION A summary of the notes payable activity during the years ended December 31, 2021 and 2020 is presented below: SCHEDULE OF NOTES PAYABLE ACTIVITY Related Party Notes Convertible Notes Other Notes Debt Discount Total Outstanding, December 31, 2019 $ 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 Issuances - 715,303 250,000 (182,805 ) 782,498 Exchanges for equity - (10,352,405 ) - 4,416,135 (5,936,270 ) Amortization of debt discount - - 1,133,539 1,133,539 Outstanding, December 31, 2021 $ - $ - $ 250,000 $ - $ 250,000 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), 100 the Company, more than 33% of the issued shares during each of the three initial 30 day periods following the Effective Date 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 1,227,000 650,493 500,000 150,493 715,542 83,201 41,601 348,000 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 was secured by the grant of a security interest in substantially all of the Company’s assets; the Secured Convertible Notes had 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 1,750,000 174,250 2.00 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 $ 4.00 875,000 87,125 4.00 iii. The obligation to Auctus with respect to the DIP Funding was 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 c. A Class B Warrant to purchase 306,725 181,571 167,781 54,449 113,332 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 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 11,113 b. $ 309,301 vi. Holders of allowed general unsecured claims (other than Auctus and the Other Lenders) received an aggregate of 262,432 14,381,259 3,883,991 10,497,268 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 were 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 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 was increased to 300,000,000,000 0.0001 1-for-4,000 300,000,000,000 75,000,000 See “Conversion, Exchanges and Other” for a discussion of the exchange and conversion of the convertible notes and warrants issued pursuant to the Plan. The Company recorded $ 681,763 and $ 368,810 of interest expense related to notes payable and convertible note payable for the years ended December 31, 2021 and 2020, respectively. Convertible Notes Issuances 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 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 2.00 4.00 152,263,470 5,075,449 See “Conversion, Exchanges and Other” for a discussion of the exchange and conversion of the convertible notes and warrants issued pursuant to the Plan. Conversions, Exchanges and Other 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 0.40 40.00 On November 16, 2020, pursuant to the Plan, Auctus and the Other Lenders exchanged various convertible notes with an aggregate principal amount of $ 2,742,895 3,644,274 5 November 16, 2023 1,488,172 During the year ended December 31, 2021, the Company and certain lenders converted unsecured convertible notes with and aggregate amount of $ 317,377 (including $ 6,314 of accrued interest) for an aggregate amount of 8,069 shares of the Company’s common stock at a conversion price of $ 40.00 per share. During October 2021, the Company entered into an Exchange Agreement (the “Auctus Agreement”) with Auctus to exchange outstanding convertible promissory notes in the aggregate principal amount of $ 8,826,952 596,446 3,441,586 4.99 133,422 1,543,158 1,676,580 6,293,317 In addition, during October 2021, the Company entered into Exchange Agreements with the Other Lenders with regard to the exchange by the Other Lenders of outstanding convertible promissory notes in the aggregate principal amount of $ 419,945 , $ 25,115 in accrued interest, and warrants to purchase of an aggregate of 236,411 shares of the Company’s common stock for the units that were to be issued in the Public Offering. On November 9, 2021, in connection with the Public Offering, the Company issued the Other Lenders an aggregate of 94,951 shares of the Company’s common stock and warrants for the purchase of an aggregate of 94,942 shares of common stock. Effective November 9, 2021, pursuant to the terms of their convertible notes, the Company issued to Desmarais and Tuxis Trust an aggregate of 85,416 shares of common stock, with a fair value of $ 10.00 per share, and warrants for the purchase of an aggregate of 85,416 shares of common stock, upon the conversion of an aggregate principal and accrued interest amount of $ 800,000 and $ 54,159 , respectively, upon the Company’s listing on the Nasdaq Capital Market. 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 was 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 2.00 4.00 On September 27, 2021, pursuant to the Plan, for 110 183,043 November 16, 2023 7 83,201 2.00 November 16, 2025 41,601 4.00 November 16, 2025 152,300 14,103 no On September 27, 2021, pursuant to the Plan, for 110 532,499 November 16, 2023 7 no Public Offering Exchange On November 9, 2021, in connection with the public offering all of the above outstanding convertible notes, associated accrued interest and warrants held by Auctus, as well as outstanding convertible notes in the aggregate principal amount of $ 1,219,945 236,411 1,856,938 1,543,000 314,000 1,857,000 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 at an interest rate of 1 March 14, 2026 Pursuant to the note, principal and interest payments are deferred for ten months. 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 was outstanding 250,000 Future minimum payments under the above notes payable following the year ended December 31, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS OF NOTES PAYABLE 2022 $ 58,970 2023 59,562 2024 60,161 Thereafter 71,307 Total future minimum payments 250,000 Less: discount - Less:payable 250,000 Less: current (58,970 ) Notes payable, non-current $ 191,030 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | Note 8 - STOCKHOLDERS’ EQUITY (DEFICIT) Authorized Capital and Reverse Split On November 16, 2020, 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 was increased to 300,000,000,000 0.0001 On November 16, 2021, in connection with the Company’s October 27, 2021 1-for-4,000 300,000,000,000 75,000,000 Series A Preferred On November 8, 2021, in connection with with the Company’s public offering, the Company’s Board of Directors adopted a resolution allowing for the authorization of and issuance of 1,543,458 .01 0.001 Dividends Series A holders shall be entitled to receive, when and as declared by the Board of Directors, dividends on a pari passu basis with the the holders of the shares of the Company’s common stock based upon the number of shares of common stock into which the Series A is then convertible. Voting Rights Series A holders shall be entitled to vote on all matters presented to the stockholders of the Company and shall be entitled to such number of votes that equal the number of shares of common stock that each share of Series A held may be converted into; provided, however, that in no event shall a Series A holder be entitled to vote more than 4.99 Conversion Optional Conversion - Each share of Series A is convertible, at any time, at the option of the Series A holder, into one share of common stock; provided, however, that in no event shall a Series A holder be entitled to convert any shares of Series A to the extent that such conversion would result in beneficial ownership by the Series A holder of more than 4.99 Automatic Conversion – In the event that an event occurs which has the effect of reducing a Series A holder’s beneficial ownership of shares of common stock to less than 4.5 4.99 Series A Preferred Stock Issuance On November 9, 2021, pursuant to the Auctus Agreement (see Note 7 – Notes Payable & Chapter 11 Reorganization), the Company issued Auctus approximately 1,543,000 2021 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 Compensatory Common Stock Issuance During the year ended December 31, 2021, the Company issued 5,000 shares of immediately vested common stock value at $ 25,476 to a consultant for services rendered. 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, 2020, the Company issued 250 shares of the Company’s common stock and a five -year immediately vested warrant for the purchase of 250 shares of the Company’s common stock with an exercise price of $ 60 per share to a certain investor for gross proceeds of $ 10,000 . The warrant had an aggregate grant date fair value of $ 10,000 . The warrant was subject to the Company’s sequencing policy and, as a result, was initially recorded as a derivative liability. See Note 9 - Derivative Liabilities for additional details. During the year ended December 31, 2020, the Company issued five 3,806,587 2.00 4.00 5,075,449 During the year ended December 31, 2021, the Company issued 750 21,000 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, 2021 2020 Risk free interest rate 0.98 % 0.41 1.63 Expected term (years) 4.10 5.00 5.00 5.00 Expected volatility 314 % 202 278 Expected dividends 0.00 % 0.00 % The weighted average estimated fair value of the warrants granted during the years ended December 31, 2021 and 2020 was approximately $ 11.77 and $ 40.00 per share, respectively. During the year ended December 31, 2020, the Company issued an aggregate of 54,449 shares of the Company’s common stock, with fair value range of $ 25.20 to $ 67.60 , as a result of the cashless exercise of 57,919 warrants by Auctus. On October 21, 2021, the Company issued 22,917 25,000 During the year ended December 31, 2021, the Company issued an aggregate of 147,832 170,473 A summary of the warrant activity during the years ended December 31, 2021 and 2020 is presented below: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, January 1, 2020 2,095 $ 5,720 Granted 3,806,837 2.80 Exercised (57,919 ) 4.00 Forfeited (415 ) 8,560 Outstanding, December 31, 2020 3,750,598 $ 4.40 Issued 4,862,710 9.91 Exercised (195,473 ) 4.00 Exchanged or forfeited (3,677,964 ) 3.39 Outstanding, December 31, 2021 4,739,871 $ 11.78 4.9 $ - Exercisable, December 31, 2021 4,739,871 $ 11.78 4.9 $ - The following table presents information related to stock warrants at December 31, 2021: SCHEDULE OF STOCK WARRANTS Warrants Outstanding Warrants Exercisable Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 10 4,501,937 4.9 4,501,937 $ 12.50 235,970 4.9 235,970 $ 60 250 3.0 250 $ 800 869 2.8 869 $ 2,240 39 2.5 39 $ 3,400 264 2.2 264 $ 4,000 55 2.1 55 $ 8,000 19 1.8 19 $ 14,000 18 1.5 18 $ 16,000 435 1.5 435 $ 16,600 14 0.8 14 $ 20,000 1 0.5 1 4,739,871 4.9 4,739,871 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 Year Ended December 31, 2021 Risk free interest rate 1.25 1.48 Expected term (years) 5.00 10.00 Expected volatility 354 % Expected dividends 0.00 % The Company granted options for the purchase of 838,550 The weighted average grant date fair value of the stock options granted during the years ended December 31, 2021 and 2020, was approximately $ 26,571,050 and $ - A summary of the option activity during the years ended December 31, 2021 and 2020 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2020 1,220 $ 3,960 Granted - - Forfeited (5 ) 5,960 Outstanding, December 31, 2020 1,215 $ 3,920 Granted 838,550 13.50 Expired (126 ) 3,000 Outstanding, December 31, 2021 839,639 $ 18.73 9.45 $ - Exercisable, December 31, 2021 349,237 $ 26.00 9.45 $ - The following table presents information related to stock options at December 31, 2021: SCHEDULE OF STOCK OPTION BY EXERCISE PRICE Options Outstanding Options Exercisable Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 13.50 838,550 9.5 348,156 $ 1,040 44 7.7 44 $ 3,000 1,026 5.0 1,018 $ 22,800 1 2.5 1 $ 48,200 52,000 9 2.0 9 $80,000 - $ 120,000 9 0.2 9 839,639 9.5 349,237 On March 18, 2021, the Company, pursuant to two employment agreements, granted to its Chief Executive Officer, President and Chairman of the Board and its Vice President, Research and Development options to purchase an aggregate of 586,959 47.60 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. 47.60 13.50 13.50 5.08 On November 4, 2021, the Company granted options to purchase an aggregate of 140,824 shares of its common stock (including options to purchase 10,490 shares each granted to Robert Kristal, its Chief Financial Officer, Patrick Williams, a director of the Company, and David Rosa, a director of the Company) to its officers and directors at an exercise price of $ 13.50 per share. Also included within the 140,824 share option grants were grants to each of Mr. Alstodt and Mr. Silva for the purchase of 42,059 shares of common stock and to Dr. Nickolay Kukekov, a director of the Company, for the purchase of 25,236 shares of common stock. The option grants to Mr. Alstodt, Mr. Silva, and Dr. Kukekov have a ten year term and an exercise price of $ 13.50 per share. Such options are exercisable to the extent of 50% on the date of grant and 50% quarterly over a period of two years commencing one year from the date of grant. On December 10, 2021, the Company reduced the exercise price of the options from $ 13.50 per share to $ 5.08 per share, subject to stockholder approval. Per ASC 718 – Compensation – Stock Compensation, the Company accounted for these changes as a modification and the net effect was immaterial to the financial statements as a whole. On November 4, 2021, the Company granted options to purchase an aggregate of 110,767 shares of the Company’s common stock to members of its Scientific Advisory Board and various employees and consultants at an exercise price of $13.50 per share. On December 10, 2021, the Company reduced the exercise price of the options from $13.50 per share to $5.08 per share, subject to stockholder approval. Per ASC 718 – Compensation – Stock Compensation, the Company accounted for these changes as a modification and the net effect was immaterial to the financial statements as a whole. Restricted Stock Units Pursuant to the 2021 Plan, the Company may grant restricted stock units (“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 2021 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 47.60 A summary of the unvested RSUs as of December 31, 2021 is as follows: SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS Number of Shares Outstanding, January 1, 2021 - Granted 293,479 Forfeited - Vested - Outstanding, December 31, 2021 293,479 The following table presents information related to stock compensation expense: SCHEDULE OF STOCK OPTION EXPENSE For the Years Ended Unrecognized at Weighted Average Remaining Amortization December 31, December 31, Period 2021 2020 2021 (Years) Consulting $ 25,476 $ 110,557 $ - - Research and development 81,479 177,281 - - General and administrative 23,002,000 403,863 9,698,130 2.3 $ 23,108,955 $ 691,701 $ 9,698,130 2.3 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
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, 2020 $ 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 Reclassification of derivative liabilities to equity (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 year ended December 31, 2020, the Company used the following assumptions: SUMMARY OF DERIVATIVE LIABILITIES FAIR VALUE ASSUMPTION For the Year Ended December 31, Risk free interest rate 0.06 2.16 Expected term (years) 0.12 5.00 Expected volatility 101 133 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 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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 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 was entitled to receive initially an annual salary of $ 250,000 . The Alstodt Employment Agreement also provides for annual salary increases of $ 50,000 per year. In addition, based upon certain performance goals having been met, Mr. Alstodt’s salary increased by $ 150,000 in November 2021. The Alstodt Employment Agreement also provides for the grant to Mr. Alstodt pursuant to the 2021 Plan of (i) a ten-year option for the purchase of 293,479 shares of common stock of the Company and (ii) 146,740 RSUs of the Company (see Note 8 – Stockholders’ Equity (Deficit) for additional information). 47.60 per share to $ 13.50 per share and revised the vesting period. On December 10, 2021, the Company reduced the exercise price of these options from $ 13.50 per share to $ 5.08 per share, subject to stockholder approval. The aggregate grant date fair value of the above-mentioned equity consideration was $ 20,852,838 , of which, $ 11,370,020 has been recorded as stock-based compensation in general and administrative expenses on the statement of operations for the year ended December 31, 2021. In March 2022, we and Mr. Alstodt agreed that, in lieu of a $ 50,000 increase in his annual salary (as provided for in his employment agreement), we issued to Mr. Alstodt 12,438 RSUs (having a value of $ 50,000 ), which RSUs will vest in twelve equal monthly installments. Such grant was in consideration of Mr. Alstodt deferring his right to receive the $ 50,000 increase in his salary for one year. 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 was entitled to receive initially an annual salary of $ 225,000 . The Silva Employment Agreement also provides for annual salary increases of $ 50,000 per year. In addition, based upon certain performance goals having been met, Mr. Silva’s salary increased by $ 150,000 in November 2021. The Silva Employment Agreement also provides for the grant to Mr. Silva pursuant to the 2021 Plan of (i) a ten -year option for the purchase of 293,479 shares of common stock of the Company and (ii) 146,740 RSUs of the Company (see Note 8 – Stockholders’ Equity (Deficit) for additional information). On November 4, 2021, the Company reduced the exercise price of these options from $ 47.60 per share to $ 13.50 per share and revised the vesting period. On December 10, 2021, the Company reduced the exercise price of these options from $ 13.50 per share to $ 5.08 per share, subject to stockholder approval. The aggregate grant date fair value of the above-mentioned equity consideration was $ 20,852,838 , of which, $ 11,370,020 has been recorded as stock-based compensation in general and administrative expenses on the statement of operations for the year ended December 31, 2021. In March 2022, we and Mr. Silva agreed that, in lieu of a $ 50,000 12,438 50,000 50,000 On November 4, 2021, the Company appointed Robert Kristal as the Company’s Chief Financial Officer and entered into an employment agreement with him (the “Kristal Employment Agreement”) which provides for a term ending on November 4, 2022. Pursuant to the Kristal Employment Agreement, Mr. Kristal is entitled to receive initially an annual salary of $ 175,000 10,490 13.50 13.50 5.08 53,288 2,220 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. In June 2021, the Company settled a claim with a lender and issued 750 shares of the Company’s common stock. Research and Development Agreement and Grant In September 2021, we were awarded a National Institutes of Health Small Business Technology Transfer (STTR) Phase 1 grant for $ 256,000 BRTX-100 On December 20, 2021, the Company entered into a Master Clinical Services Agreement (the “Services Agreement”) with Professional Research Consulting, Inc. (“PRC”) pursuant to which PRC will provide trial management services related to Phase 2 of the Company’s clinical trials. The Services Agreement has a 46-month 5,844,380 328,152 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020, the Company had approximately $ 42,000,000 36,600,000 8,000,000 34,000,000 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, 2021, 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, 2021 and 2020 are summarized as follows: SCHEDULE OF NET DEFERRED TAX ASSETS AND LIABILITIES December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 11,100,000 $ 9,700,000 Stock-based compensation 10,500,000 4,070,000 Research & development tax credits 358,000 358,000 Total deferred tax assets 21,958,000 14,128,000 Deferred tax liabilities: Intangible assets (4,000 ) (30,000 ) Total deferred tax liabilities (4,000 ) (30,000 ) Net deferred tax assets 21,954,000 14,098,000 Valuation allowance $ (21,954,000 ) $ (14,098,000 ) Deferred tax asset, net of valuation allowance $ - $ - Change in valuation allowance $ (7,856,000 ) $ (2,086,000 ) The income tax provision (benefit) as of December 31, 2021 and 2020 consists of the following: SCHEDULE OF INCOME TAX PROVISION (BENEFIT) December 31, 2021 2020 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, 2021 and 2020 is as follows: SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE 2021 2020 Federal statutory blended income tax rates (21 )% (21 )% State statutory income tax rate, net of federal benefit (5 ) (5 ) Permanent differences 8.3 7.6 Change in valuation allowance 17.7 18.4 Effective tax rate - % - % As of the date of this filing, the Company has not filed its 2021 federal and state corporate income tax returns. The Company expects to file these documents as soon as practicable. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | NOTE 12 – LEASES 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 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 Year Ended December 31, 2021 Year Ended December 31, 2020 Lease cost Operating lease cost (cost resulting from lease payments) $ 158,372 $ 153,748 Net lease cost $ 158,372 $ 153,748 Operating lease – operating cash flows (fixed payments) $ 158,372 $ 153,748 Operating lease – operating cash flows (liability reduction) $ 101,190 $ 85,465 Non-current leases – right of use assets $ 357,805 $ 473,849 Current liabilities – operating lease liabilities $ 119,055 $ 158,371 Non-current liabilities – operating lease liabilities $ 301,645 $ 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, 2021: SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES Fiscal Year Operating Leases 2022 $ 163,132 2023 168,028 2024 173,060 Total future minimum lease payments 504,220 Amount representing interest (83,520 ) Present value of net future minimum lease payments $ 420,700 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS On January 25, 2022, the Company’s received notice that the U.S. Small Business Administration was forgiving the Company’s outstanding PPP Loan in the aggregate principal amount of $ 250,000 2,027 On February 28, 2022, the Company issued an aggregate of 8,000 5.56 On March 18, 2022, an aggregate of 97,828 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 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 Case | Chapter 11 Case Chapter 11 Accounting 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 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”). 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 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, and deferred tax asset and valuation allowance. |
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 20,777,000 2,815,000 The royalties related to the Company’s sublicense comprised all of the Company’s revenue during the years ended December 31, 2021 and 2020. See “Revenue” below. During the year ended December 31, 2021, the Company did not have any debt financings. During the year ended December 31, 2020, 84 |
Revenue | Revenue The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. 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, 2021 and 2020, the Company recognized $ 46,000 77,000 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, 2021 and 2020. 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 |
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. 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. |
Impairment of Long-Lived Assets | 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, 2021 and 2020, we determined that there was no |
Intangible Assets | 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 $ 12,290 28,281 |
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. 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 | 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 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, 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 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, 2021 2020 Options 839,639 1,215 Warrants 4,739,871 3,750,597 Unvested RSUs 293,479 - Convertible notes - 109,077 (1) Total 5,872,989 3,860,889 (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 |
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 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. |
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. |
Income Taxes | 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 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. |
Leases | Leases 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 three years |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF REORGANIZATION ITEMS, NET | 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 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, 2021 2020 Options 839,639 1,215 Warrants 4,739,871 3,750,597 Unvested RSUs 293,479 - Convertible notes - 109,077 (1) Total 5,872,989 3,860,889 (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 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | Property and equipment consists of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT December 31, 2021 December 31, 2020 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 Manufacturing equipment 30,712 - Leasehold improvements 304,661 304,661 931,620 900,908 Less: accumulated depreciation (893,627 ) (878,994 ) Property and equipment, net $ 37,993 $ 21,914 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 - - (74,528 ) (74,528 ) Balance as of December 31, 2021 $ 3,676 $ 1,301,500 $ (715,436 ) $ 589,740 Weighted average remaining amortization period at December 31, 2021 (in years) - 7.9 |
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 - 74,528 74,528 Balance as of December 31, 2021 $ 3,676 $ 711,760 $ 715,436 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 December 31, 2020 Accrued payroll $ 28,370 $ - Accrued research and development expenses 29,672 - Accrued general and administrative expenses 76,928 109,968 Accrued DIP and Plan costs related to DIP Funding and Plan - 657,598 (1) Total accrued expenses $ 134,970 $ 767,566 (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 was converted into a Secured Convertible Note and subsequently, in connection with the Company’s public offering, into shares of preferred and common stock and warrants to purchase common stock. |
NOTES PAYABLE & CHAPTER 11 RE_2
NOTES PAYABLE & CHAPTER 11 REORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE ACTIVITY | A summary of the notes payable activity during the years ended December 31, 2021 and 2020 is presented below: SCHEDULE OF NOTES PAYABLE ACTIVITY Related Party Notes Convertible Notes Other Notes Debt Discount Total Outstanding, December 31, 2019 $ 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 Issuances - 715,303 250,000 (182,805 ) 782,498 Exchanges for equity - (10,352,405 ) - 4,416,135 (5,936,270 ) Amortization of debt discount - - 1,133,539 1,133,539 Outstanding, December 31, 2021 $ - $ - $ 250,000 $ - $ 250,000 |
SCHEDULE OF FUTURE MINIMUM PAYMENTS OF NOTES PAYABLE | Future minimum payments under the above notes payable following the year ended December 31, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS OF NOTES PAYABLE 2022 $ 58,970 2023 59,562 2024 60,161 Thereafter 71,307 Total future minimum payments 250,000 Less: discount - Less:payable 250,000 Less: current (58,970 ) Notes payable, non-current $ 191,030 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Years Ended December 31, 2021 2020 Risk free interest rate 0.98 % 0.41 1.63 Expected term (years) 4.10 5.00 5.00 5.00 Expected volatility 314 % 202 278 Expected dividends 0.00 % 0.00 % |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity during the years ended December 31, 2021 and 2020 is presented below: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, January 1, 2020 2,095 $ 5,720 Granted 3,806,837 2.80 Exercised (57,919 ) 4.00 Forfeited (415 ) 8,560 Outstanding, December 31, 2020 3,750,598 $ 4.40 Issued 4,862,710 9.91 Exercised (195,473 ) 4.00 Exchanged or forfeited (3,677,964 ) 3.39 Outstanding, December 31, 2021 4,739,871 $ 11.78 4.9 $ - Exercisable, December 31, 2021 4,739,871 $ 11.78 4.9 $ - |
SCHEDULE OF STOCK WARRANTS | The following table presents information related to stock warrants at December 31, 2021: SCHEDULE OF STOCK WARRANTS Warrants Outstanding Warrants Exercisable Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 10 4,501,937 4.9 4,501,937 $ 12.50 235,970 4.9 235,970 $ 60 250 3.0 250 $ 800 869 2.8 869 $ 2,240 39 2.5 39 $ 3,400 264 2.2 264 $ 4,000 55 2.1 55 $ 8,000 19 1.8 19 $ 14,000 18 1.5 18 $ 16,000 435 1.5 435 $ 16,600 14 0.8 14 $ 20,000 1 0.5 1 4,739,871 4.9 4,739,871 |
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 Year Ended December 31, 2021 Risk free interest rate 1.25 1.48 Expected term (years) 5.00 10.00 Expected volatility 354 % Expected dividends 0.00 % |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the option activity during the years ended December 31, 2021 and 2020 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2020 1,220 $ 3,960 Granted - - Forfeited (5 ) 5,960 Outstanding, December 31, 2020 1,215 $ 3,920 Granted 838,550 13.50 Expired (126 ) 3,000 Outstanding, December 31, 2021 839,639 $ 18.73 9.45 $ - Exercisable, December 31, 2021 349,237 $ 26.00 9.45 $ - |
SCHEDULE OF STOCK OPTION BY EXERCISE PRICE | The following table presents information related to stock options at December 31, 2021: SCHEDULE OF STOCK OPTION BY EXERCISE PRICE Options Outstanding Options Exercisable Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 13.50 838,550 9.5 348,156 $ 1,040 44 7.7 44 $ 3,000 1,026 5.0 1,018 $ 22,800 1 2.5 1 $ 48,200 52,000 9 2.0 9 $80,000 - $ 120,000 9 0.2 9 839,639 9.5 349,237 |
SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS | A summary of the unvested RSUs as of December 31, 2021 is as follows: SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS Number of Shares Outstanding, January 1, 2021 - Granted 293,479 Forfeited - Vested - Outstanding, December 31, 2021 293,479 |
SCHEDULE OF STOCK OPTION EXPENSE | The following table presents information related to stock compensation expense: SCHEDULE OF STOCK OPTION EXPENSE For the Years Ended Unrecognized at Weighted Average Remaining Amortization December 31, December 31, Period 2021 2020 2021 (Years) Consulting $ 25,476 $ 110,557 $ - - Research and development 81,479 177,281 - - General and administrative 23,002,000 403,863 9,698,130 2.3 $ 23,108,955 $ 691,701 $ 9,698,130 2.3 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2020 $ 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 Reclassification of derivative liabilities to equity (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 year ended December 31, 2020, the Company used the following assumptions: SUMMARY OF DERIVATIVE LIABILITIES FAIR VALUE ASSUMPTION For the Year Ended December 31, Risk free interest rate 0.06 2.16 Expected term (years) 0.12 5.00 Expected volatility 101 133 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF NET DEFERRED TAX ASSETS AND LIABILITIES | The Company’s net deferred tax assets, liabilities and valuation allowance as of December 31, 2021 and 2020 are summarized as follows: SCHEDULE OF NET DEFERRED TAX ASSETS AND LIABILITIES December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 11,100,000 $ 9,700,000 Stock-based compensation 10,500,000 4,070,000 Research & development tax credits 358,000 358,000 Total deferred tax assets 21,958,000 14,128,000 Deferred tax liabilities: Intangible assets (4,000 ) (30,000 ) Total deferred tax liabilities (4,000 ) (30,000 ) Net deferred tax assets 21,954,000 14,098,000 Valuation allowance $ (21,954,000 ) $ (14,098,000 ) Deferred tax asset, net of valuation allowance $ - $ - Change in valuation allowance $ (7,856,000 ) $ (2,086,000 ) |
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) | The income tax provision (benefit) as of December 31, 2021 and 2020 consists of the following: SCHEDULE OF INCOME TAX PROVISION (BENEFIT) December 31, 2021 2020 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, 2021 and 2020 is as follows: SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE 2021 2020 Federal statutory blended income tax rates (21 )% (21 )% State statutory income tax rate, net of federal benefit (5 ) (5 ) Permanent differences 8.3 7.6 Change in valuation allowance 17.7 18.4 Effective tax rate - % - % |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Year Ended December 31, 2021 Year Ended December 31, 2020 Lease cost Operating lease cost (cost resulting from lease payments) $ 158,372 $ 153,748 Net lease cost $ 158,372 $ 153,748 Operating lease – operating cash flows (fixed payments) $ 158,372 $ 153,748 Operating lease – operating cash flows (liability reduction) $ 101,190 $ 85,465 Non-current leases – right of use assets $ 357,805 $ 473,849 Current liabilities – operating lease liabilities $ 119,055 $ 158,371 Non-current liabilities – operating lease liabilities $ 301,645 $ 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 year ended December 31, 2021: SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES Fiscal Year Operating Leases 2022 $ 163,132 2023 168,028 2024 173,060 Total future minimum lease payments 504,220 Amount representing interest (83,520 ) Present value of net future minimum lease payments $ 420,700 |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Nov. 09, 2021 | Oct. 27, 2021 | Mar. 11, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 08, 2021 | Nov. 16, 2020 |
Stockholders' Equity, Reverse Stock Split | 1-for-4,000 | 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 shares; and (iv) 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. As discussed above in Note 7 – Notes Payable – Chapter 11 Reorganization, on March 20, 2020, the Company filed a petition commencing its Chapter 11 Case. As of the date of this report, the Company has not effected the 1,000 to 1 reverse split; however, on October 27, 2021, the Company effected a 4,000 to 1 reverse split of its common stock | |||||
Common Stock, Shares Authorized | 2,000,000,000 | 75,000,000 | 75,000,000 | 300,000,000,000 | |||
Underwritten public offerings | $ 23,000,000 | ||||||
Securities pursuant aggregate shares | 2,300,000 | ||||||
Warrants to purchase shares of common stock | 2,645,000 | 4,739,871 | |||||
Stock Issued During Period, Shares, New Issues | 313,780 | ||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | |||||
Indebtedness and warrants exchange price | $ 10 | ||||||
Loss on extinguishment of debt | $ 16,180,056 | ||||||
Warrants and Rights Outstanding, Term | 4 years 10 months 24 days | ||||||
Warrant [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 147,832 | 54,449 | |||||
Warrants and Rights Outstanding, Term | 5 years | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Warrants to purchase shares of common stock | 3,677,997 | ||||||
Preferred Stock, Shares Authorized | 1,543,158 | 1,543,158 | 1,543,158 | ||||
Debt Instrument, Face Amount | $ 10,046,897 | ||||||
Series A Preferred Stock [Member] | |||||||
Warrants to purchase shares of common stock | 1,856,938 | ||||||
Stock Issued During Period, Shares, New Issues | 1,543,000 | ||||||
Preferred Stock, Shares Authorized | 1,543,458 | ||||||
Minimum [Member] | |||||||
Common Stock, Shares Authorized | 300,000,000,000 | ||||||
Maximum [Member] | |||||||
Common Stock, Shares Authorized | 75,000,000 |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) | Nov. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 28, 2022 |
Subsequent Event [Line Items] | ||||
Retained Earnings (Accumulated Deficit) | $ 134,146,128 | $ 89,842,833 | ||
Working capital surplus | 21,000,000 | |||
Net Cash Provided by (Used in) Operating Activities | 3,329,908 | 1,964,265 | ||
Proceeds from Issuance Initial Public Offering | $ 21,073,000 | (21,072,683) | ||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash Equivalents, at Carrying Value | $ 19,530,625 |
SCHEDULE OF REORGANIZATION ITEM
SCHEDULE OF REORGANIZATION ITEMS, NET (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
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 DI
SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 5,872,989 | 3,860,889 | |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 839,639 | 1,215 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 4,739,871 | 3,750,597 | |
Unvested RSUs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 293,479 | ||
Convertible Notes Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 109,077 | [1] | |
[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 |
SCHEDULE OF WEIGHTED AVERAGE _2
SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES (Details) (Parenthetical) | Dec. 31, 2020shares |
Accounting Policies [Abstract] | |
Common stock, capital shares reserved for future issuance | 13,073,094 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Reorganization items, net | $ (4,081,245) | |
FDIC insured limit | 250,000 | |
Excess of FDIC insured limit | 20,777,000 | 2,815,000 |
Revenue | 46,000 | 77,000 |
Cash equivalents | 0 | 0 |
Allowance for doubtful accounts | 0 | 0 |
Impairment of long-lived assets | 0 | 0 |
Advertising and marketing costs | $ 12,290 | $ 28,281 |
Lease Agreement [Member] | ||
Product Information [Line Items] | ||
Lease remaining term | 3 years | |
Minimum [Member] | ||
Product Information [Line Items] | ||
Property plant and equipment estimated useful lives | 3 years | |
Minimum [Member] | Computer Equipment [Member] | ||
Product Information [Line Items] | ||
Property plant and equipment estimated useful lives | 3 years | |
Maximum [Member] | ||
Product Information [Line Items] | ||
Property plant and equipment estimated useful lives | 15 years | |
Maximum [Member] | Computer Equipment [Member] | ||
Product Information [Line Items] | ||
Property plant and equipment estimated useful lives | 5 years | |
Debt Financings [Member] | Lender Concentration Risk [Member] | One Lender [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 84.00% |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 931,620 | $ 900,908 |
Less: accumulated depreciation | (893,627) | (878,994) |
Property and equipment, net | 37,993 | 21,914 |
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 |
Manufacturing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 30,712 | |
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, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 14,633 | $ 46,488 |
SCHEDULE OF INTANGIBLE ASSETS B
SCHEDULE OF INTANGIBLE ASSETS BY MAJOR CLASS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, Beginning Balance | $ 664,268 | $ 739,164 |
Finite Lived Intangible Assets, Amortization expense | (74,528) | (74,896) |
Finite Lived Intangible Assets, Ending Balance | 589,740 | 664,268 |
Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, Beginning Balance | 3,676 | 3,676 |
Finite Lived Intangible Assets, Beginning Balance | (3,676) | (3,312) |
Finite Lived Intangible Assets, Amortization expense | (364) | |
Finite Lived Intangible Assets, Ending Balance | 3,676 | 3,676 |
Finite Lived Intangible Assets, Ending Balance | $ (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 |
Finite Lived Intangible Assets, Beginning Balance | (637,232) | (562,700) |
Finite Lived Intangible Assets, Amortization expense | (74,528) | (74,532) |
Finite Lived Intangible Assets, Ending Balance | 1,301,500 | 1,301,500 |
Finite Lived Intangible Assets, Ending Balance | $ (711,760) | (637,232) |
Finite Lived Intangible Assets, Weighted Average Amortization Period (in years) | 7 years 10 months 24 days | |
Accumulated Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, Beginning Balance | $ (640,908) | (566,012) |
Finite Lived Intangible Assets, Amortization expense | (74,528) | (74,896) |
Finite Lived Intangible Assets, Ending Balance | $ (715,436) | $ (640,908) |
SCHEDULE OF FINITE LIVED INTANG
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 74,528 | $ 74,896 |
Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 3,676 | 3,312 |
Amortization expense | 364 | |
Ending Balance | 3,676 | 3,676 |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 637,232 | 562,700 |
Amortization expense | 74,528 | 74,532 |
Ending Balance | 711,760 | 637,232 |
Accumulated Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 640,908 | 566,012 |
Amortization expense | 74,528 | 74,896 |
Ending Balance | $ 715,436 | $ 640,908 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |||
Accrued payroll | $ 28,370 | ||
Accrued research and development expenses | 29,672 | ||
Accrued general and administrative expenses | 76,928 | 109,968 | |
Accrued DIP and Plan costs related to DIP Funding and Plan | 657,598 | [1] | |
Total accrued expenses | $ 134,970 | $ 767,566 | |
[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 was converted into a Secured Convertible Note and subsequently, in connection with the Company’s public offering, into shares of preferred and common stock and warrants to purchase common stock. |
SCHEDULE OF NOTES PAYABLE ACTIV
SCHEDULE OF NOTES PAYABLE ACTIVITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Outstanding, December 31, 2020 | $ 4,270,233 | $ 7,145,906 |
Issuances | 782,498 | 4,290,310 |
Third-party purchases | ||
Exchanges for equity | (5,936,270) | (559,739) |
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 | |
Recognition of debt discount | (8,534,245) | |
Accretion of interest expense | 2,886,036 | |
Amortization of debt discount | 1,133,539 | 1,275,106 |
Outstanding, December 31, 2021 | 250,000 | 4,270,233 |
Related party notes [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding, December 31, 2020 | 1,285,000 | |
Issuances | 353,762 | |
Third-party purchases | (287,041) | |
Exchanges for equity | ||
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) | |
Recognition of debt discount | ||
Accretion of interest expense | ||
Amortization of debt discount | ||
Outstanding, December 31, 2021 | ||
Convertible Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding, December 31, 2020 | 9,637,102 | 6,768,326 |
Issuances | 715,303 | 3,936,548 |
Third-party purchases | 287,041 | |
Exchanges for equity | (10,352,405) | (813,393) |
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 | |
Recognition of debt discount | ||
Accretion of interest expense | ||
Amortization of debt discount | ||
Outstanding, December 31, 2021 | 9,637,102 | |
Notes Payable, Other Payables [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding, December 31, 2020 | 340,000 | |
Issuances | 250,000 | |
Third-party purchases | ||
Exchanges for equity | ||
Exchanged for equity pursuant to Chapter 11 Plan | (340,000) | |
Secured and Unsecured convertible notes payable exchanged pursuant to Chapter 11 Plan, net | ||
Recognition of debt discount | ||
Accretion of interest expense | ||
Amortization of debt discount | ||
Outstanding, December 31, 2021 | 250,000 | |
Debt Discount [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding, December 31, 2020 | (5,366,869) | (1,247,420) |
Issuances | (182,805) | |
Third-party purchases | ||
Exchanges for equity | 4,416,135 | 253,654 |
Exchanged for equity pursuant to Chapter 11 Plan | ||
Secured and Unsecured convertible notes payable exchanged pursuant to Chapter 11 Plan, net | ||
Recognition of debt discount | (8,534,245) | |
Accretion of interest expense | 2,886,036 | |
Amortization of debt discount | 1,133,539 | 1,275,106 |
Outstanding, December 31, 2021 | $ (5,366,869) |
SCHEDULE OF FUTURE MINIMUM PAYM
SCHEDULE OF FUTURE MINIMUM PAYMENTS OF NOTES PAYABLE (Details) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 58,970 |
2023 | 59,562 |
2024 | 60,161 |
Thereafter | 71,307 |
Total future minimum payments | 250,000 |
Less: discount | 0 |
Less:payable | 250,000 |
Less: current | (58,970) |
Notes payable, non-current | $ 191,030 |
NOTES PAYABLE & CHAPTER 11 RE_3
NOTES PAYABLE & CHAPTER 11 REORGANIZATION (Details Narrative) | Jan. 25, 2022USD ($) | Nov. 09, 2021USD ($)$ / sharesshares | Oct. 27, 2021shares | Sep. 27, 2021USD ($)$ / sharesshares | Mar. 14, 2021USD ($) | Nov. 16, 2020USD ($)$ / sharesshares | Nov. 16, 2020USD ($)$ / sharesshares | Aug. 07, 2020shares | Mar. 11, 2020shares | Oct. 31, 2021USD ($)shares | Jun. 30, 2016USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Feb. 26, 2020USD ($) | Feb. 20, 2020USD ($) |
Short-term Debt [Line Items] | |||||||||||||||
Issued shares of the company | shares | 313,780 | ||||||||||||||
Common stock description | Company, more than 33% of its shares during each of the three initial 30 day periods following the Effective Date | ||||||||||||||
Warrants to purchase shares of common stock | shares | 2,645,000 | 4,739,871 | |||||||||||||
Amortization of debt discount | $ 1,133,539 | $ 1,278,105 | |||||||||||||
Accrued interest | $ 54,159 | ||||||||||||||
Class of warrant outstanding | shares | 4,739,871 | ||||||||||||||
Debt instrument, interest rate | 16.60% | 16.60% | |||||||||||||
Common stock authorized | shares | 300,000,000,000 | 300,000,000,000 | 2,000,000,000 | 75,000,000 | 75,000,000 | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Stockholders' equity, reverse stock split | 1-for-4,000 | 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 shares; and (iv) 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. As discussed above in Note 7 – Notes Payable – Chapter 11 Reorganization, on March 20, 2020, the Company filed a petition commencing its Chapter 11 Case. As of the date of this report, the Company has not effected the 1,000 to 1 reverse split; however, on October 27, 2021, the Company effected a 4,000 to 1 reverse split of its common stock | |||||||||||||
Proceeds from issuance of notes payable | $ 4,290,310 | ||||||||||||||
Debt Instrument, Maturity Date | Mar. 14, 2026 | ||||||||||||||
Debt conversion feature | $ 14,103 | ||||||||||||||
Fair Value Adjustment of Warrants | 152,300 | $ 152,263,470 | |||||||||||||
Stock and warrants issued during value | $ 5,075,449 | ||||||||||||||
Common stock shares issued | shares | 3,520,391 | 715,544 | |||||||||||||
Loss on extinguishment of debt | $ 6,293,317 | $ (16,180,056) | $ (658,152) | ||||||||||||
Notes Payable | $ 250,000 | ||||||||||||||
Desmerais and Tuxis [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt Instrument, Periodic Payment, Principal | 800,000 | ||||||||||||||
Auctus [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument principal amount | $ 1,219,945 | ||||||||||||||
Conversion of stock shares converted | shares | 1,856,938 | ||||||||||||||
Stock and warrants issued during value | $ 236,411 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Issued shares of the company | shares | 314,000 | 2,300,000 | 250 | ||||||||||||
Common Stock [Member] | Desmerais and Tuxis Trust [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Issued shares of the company | shares | 85,416 | ||||||||||||||
Warrants to purchase shares of common stock | shares | 85,416 | ||||||||||||||
Common stock, par value | $ / shares | $ 10 | ||||||||||||||
Other Lenders [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debtor-in-possession loans provided | $ 348,000 | ||||||||||||||
Debt instrument principal amount | 419,945 | ||||||||||||||
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 | |||||||||||||
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 | |||||||||||||
Lenders [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Accrued interest | $ 6,314 | ||||||||||||||
Debt instrument conversion amount | $ 317,377 | ||||||||||||||
Conversion of stock shares converted | shares | 8,069 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 40 | ||||||||||||||
Class A Warrants [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Class of warrant outstanding | shares | 83,201 | ||||||||||||||
Class B Warrants [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Class of warrant outstanding | shares | 41,601 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Issued shares of the company | shares | 1,543,000 | ||||||||||||||
Warrants to purchase shares of common stock | shares | 1,856,938 | ||||||||||||||
Ownership percentage of company's common stock | 4.99% | ||||||||||||||
Convertible Debt [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument principal amount | $ 715,542 | ||||||||||||||
Auctus Agreement [Member] | IPO [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrants to purchase shares of common stock | shares | 1,857,000 | ||||||||||||||
Auctus Agreement [Member] | Common Stock [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Issued shares of the company | shares | 133,422 | ||||||||||||||
Warrants to purchase shares of common stock | shares | 1,676,580 | ||||||||||||||
Auctus Agreement [Member] | Other Lenders [Member] | Common Stock [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Issued shares of the company | shares | 94,951 | ||||||||||||||
Auctus Agreement [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Issued shares of the company | shares | 1,543,158 | ||||||||||||||
Auctus Agreements [Member] | Other Lenders [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Interest Payable, Current | $ 25,115 | ||||||||||||||
Auctus Agreements [Member] | Other Lenders [Member] | Common Stock [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrants to purchase shares of common stock | shares | 94,942 | 236,411 | |||||||||||||
Plan Costs [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument principal amount | $ 0 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Common stock authorized | shares | 75,000,000 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Common stock authorized | shares | 300,000,000,000 | ||||||||||||||
Auctus [Member] | Class A Warrant [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrants to purchase shares of common stock | shares | 83,201 | ||||||||||||||
Warrant exercise price | $ / shares | $ 2 | ||||||||||||||
Warrants, maturity date | Nov. 16, 2025 | ||||||||||||||
Auctus [Member] | Class B Warrant [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrants to purchase shares of common stock | shares | 41,601 | ||||||||||||||
Warrant exercise price | $ / shares | $ 4 | ||||||||||||||
Warrants, maturity date | Nov. 16, 2025 | ||||||||||||||
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 | |||||||||||||
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 | |||||||||||||
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 | |||||||||||||
Auctus [Member] | Debtor-In-Possession Funding [Member] | Class B Warrant [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Issued shares of the company | shares | 167,781 | 113,332 | 54,449 | ||||||||||||
Warrants to purchase shares of common stock | shares | 306,725 | 306,725 | |||||||||||||
Warrants exercised, shares of common stock | shares | 181,571 | ||||||||||||||
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 | ||||||||||||||
Reorganization [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Issued shares of the company | shares | 100 | ||||||||||||||
Common stock description | 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 | ||||||||||||||
Amortization of debt discount | 500,000 | ||||||||||||||
Accrued interest | 150,493 | ||||||||||||||
Secured Convertible Note [Member] | Other Lenders [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument, maturity term | 3 years | ||||||||||||||
Debt instrument, interest rate | 7.00% | 7.00% | |||||||||||||
Secured Convertible Note [Member] | Desmarais [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument conversion amount | $ 490,699 | ||||||||||||||
Secured Convertible Note [Member] | Debtor-In-Possession Funding [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument principal amount | $ 183,043 | ||||||||||||||
Debt instrument, interest rate | 7.00% | ||||||||||||||
Debtor-in-possession funding, percentage | 110.00% | ||||||||||||||
Debt Instrument, Maturity Date | Nov. 16, 2023 | ||||||||||||||
Secured Convertible Note [Member] | Plan Costs [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument principal amount | $ 532,499 | ||||||||||||||
Debt instrument, interest rate | 7.00% | ||||||||||||||
Debtor-in-possession funding, percentage | 110.00% | ||||||||||||||
Debt Instrument, Maturity Date | Nov. 16, 2023 | ||||||||||||||
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% | ||||||||||||||
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 principal amount | $ 3,848,548 | $ 3,848,548 | |||||||||||||
Debt instrument, interest rate | 7.00% | 7.00% | |||||||||||||
Debt Instrument, Maturity Date | Nov. 16, 2023 | ||||||||||||||
Debt conversion feature | $ 124,147 | ||||||||||||||
Secured Convertible Note [Member] | Auctus and Other Lenders [Member] | Maximum [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant exercise price | $ / shares | $ 4 | $ 4 | |||||||||||||
Secured Convertible Note [Member] | Auctus and Other Lenders [Member] | Minimum [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant exercise price | $ / shares | $ 2 | $ 2 | |||||||||||||
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 | ||||||||||||||
Conversion of stock shares converted | shares | 6,130 | ||||||||||||||
Promissory Notes [Member] | Auctus Agreement [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrants to purchase shares of common stock | shares | 3,441,586 | ||||||||||||||
Accrued interest | $ 596,446 | ||||||||||||||
Debt instrument principal amount | $ 8,826,952 | ||||||||||||||
Ownership percentage of company's common stock | 4.99% | ||||||||||||||
Promissory Notes [Member] | Tuxis Trust [Member] | Desmarais [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument principal amount | $ 500,000 | ||||||||||||||
Debt instrument unsecured amount | $ 444,534 | ||||||||||||||
Conversion of stock shares converted | shares | 11,113 | ||||||||||||||
Unsecured Notes [Member] | Other Than Auctus and Other Lenders [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument conversion amount | $ 10,497,268 | ||||||||||||||
Conversion of stock shares converted | shares | 262,432 | ||||||||||||||
Fair market value of stock | $ 14,381,259 | ||||||||||||||
Recognized loss on reorganization items | 3,883,991 | ||||||||||||||
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] | Other Than Auctus and Other Lenders [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument, maturity term | 3 years | ||||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | |||||||||||||
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, Debt | $ 681,763 | $ 368,810 | |||||||||||||
Convertible Debt [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument principal amount | 88,000 | ||||||||||||||
Proceeds from issuance of notes payable | $ 85,000 | ||||||||||||||
Convertible Debt [Member] | Lender [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||
Convertible Note Payable [Member] | Lender [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Conversion of stock shares converted | shares | 3,875 | ||||||||||||||
Debt Instrument, Maturity Date | Jan. 31, 2021 | ||||||||||||||
Conversion price | 0.61 | ||||||||||||||
Debt instrument interest rate | 22.00% | ||||||||||||||
Debt instrument cash payments | $ 155,000 | ||||||||||||||
Embedded Conversion Options and Note Provisions [Member] | Lenders [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Original issuance debt discount | 1,580,587 | ||||||||||||||
Fair value of embedded conversion option | 523,516 | ||||||||||||||
Conversions, Exchanges and Other [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Accrued interest | 126,043 | ||||||||||||||
Original issuance debt discount | 234,301 | ||||||||||||||
Derivative liability | $ 1,165,329 | ||||||||||||||
Common stock shares issued | shares | 378,950 | ||||||||||||||
Conversions, Exchanges and Other [Member] | Maximum [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 40 | ||||||||||||||
Conversions, Exchanges and Other [Member] | Minimum [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.40 | ||||||||||||||
Convertible Notes [Member] | Auctus and Other Lenders [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument principal amount | $ 3,644,274 | $ 3,644,274 | |||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | |||||||||||||
Debt Instrument, Maturity Date | Nov. 16, 2023 | ||||||||||||||
Convertible notes payable aggregate principal amount | $ 2,742,895 | $ 2,742,895 | |||||||||||||
Loss on extinguishment of debt | $ 1,488,172 | ||||||||||||||
Debtor-in-Possession Loans [Member] | Auctus [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Loans payable | $ 1,189,413 | ||||||||||||||
Two Secured Convertible Notes [Member] | Auctus [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrants to purchase shares of common stock | shares | 920,176 | ||||||||||||||
Debt instrument principal amount | $ 1,349,591 | ||||||||||||||
Debt instrument, interest rate | 7.00% | ||||||||||||||
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 | ||||||||||||||
Two Secured Convertible Notes [Member] | Auctus [Member] | Minimum [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant exercise price | $ / shares | $ 2 | ||||||||||||||
Paycheck Protection Program [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument principal amount | $ 250,000 | ||||||||||||||
Debt instrument, interest rate | 1.00% | ||||||||||||||
Debt instrument cash payments | $ 5,100 | ||||||||||||||
Notes Payable | $ 250,000 | ||||||||||||||
Debt Instrument, Description | Pursuant to the note, principal and interest payments are deferred for ten months. 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 December 31, 2021, the Company has not applied for loan forgiveness. All remaining unpaid principal and interest is due and payable at the maturity date. At December 31, 2021, $250,000 | ||||||||||||||
Paycheck Protection Program [Member] | Subsequent Event [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt forgiven | $ 250,000 |
SCHEDULE OF WARRANTS GRANTED AS
SCHEDULE OF WARRANTS GRANTED ASSUMPTIONS (Details) - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 0.98% | |
Expected volatility | 314.00% | |
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% | |
Expected term (years) | 4 years 1 month 6 days | 5 years |
Expected volatility | 202.00% | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.63% | |
Expected term (years) | 5 years | |
Expected volatility | 278.00% |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Options Outstanding Ending | 4 years 10 months 24 days | |
Aggregate Intrinsic Value Outstanding Ending | ||
Number of Options Exercisable Ending | 349,237 | |
Weighted Average Remaining Life in Years Outstanding Ending | 4 years 10 months 24 days | |
Aggregate Intrinsic Value Exercisable Ending | ||
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Options Exercisable Ending | 4,739,871 | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Options Outstanding Beginning | 3,750,598 | 2,095 |
Weighted Average Exercise Price Outstanding Beginning | $ 4.40 | $ 5,720 |
Number of Options Granted | 4,862,710 | 3,806,837 |
Weighted Average Exercise Price Granted | $ 9.91 | $ 2.80 |
Number of Options Exercised | (195,473) | (57,919) |
Weighted Average Exercise Price Exercised | $ 4 | |
Number of Options Exchanged or Forfeited | (3,677,964) | (415) |
Weighted Average Exercise Price Exchanged or Forfeited | $ 3.39 | $ 8,560 |
Number of Options Outstanding Ending | 4,739,871 | 3,750,598 |
Weighted Average Exercise Price Outstanding Ending | $ 11.78 | $ 4.40 |
Weighted Average Exercise Price Exercisable Ending | $ 11.78 |
SCHEDULE OF STOCK WARRANTS (Det
SCHEDULE OF STOCK WARRANTS (Details) - $ / shares | Dec. 31, 2021 | Nov. 09, 2021 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding, number of warrants | 4,739,871 | |
Warrants exercisable, weighted average remaining life in years | 4 years 10 months 24 days | |
Warrants exercisable, exercisable number of warrants | 4,739,871 | 2,645,000 |
Exercise Price One [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding, exercise price | $ 10 | |
Warrants outstanding, number of warrants | 4,501,937 | |
Warrants exercisable, weighted average remaining life in years | 4 years 10 months 24 days | |
Warrants exercisable, exercisable number of warrants | 4,501,937 | |
Exercise Price Two [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding, exercise price | $ 12.50 | |
Warrants outstanding, number of warrants | 235,970 | |
Warrants exercisable, weighted average remaining life in years | 4 years 10 months 24 days | |
Warrants exercisable, exercisable number of warrants | 235,970 | |
Exercise Price Three [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding, exercise price | $ 60 | |
Warrants outstanding, number of warrants | 250 | |
Warrants exercisable, weighted average remaining life in years | 3 years | |
Warrants exercisable, exercisable number of warrants | 250 | |
Exercise Price Four [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding, exercise price | $ 800 | |
Warrants outstanding, number of warrants | 869 | |
Warrants exercisable, weighted average remaining life in years | 2 years 9 months 18 days | |
Warrants exercisable, exercisable number of warrants | 869 | |
Exercise Price Five [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding, exercise price | $ 2,240 | |
Warrants outstanding, number of warrants | 39 | |
Warrants exercisable, weighted average remaining life in years | 2 years 6 months | |
Warrants exercisable, exercisable number of warrants | 39 | |
Exercise Price Six [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding, exercise price | $ 3,400 | |
Warrants outstanding, number of warrants | 264 | |
Warrants exercisable, weighted average remaining life in years | 2 years 2 months 12 days | |
Warrants exercisable, exercisable number of warrants | 264 | |
Exercise Price Seven [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding, exercise price | $ 4,000 | |
Warrants outstanding, number of warrants | 55 | |
Warrants exercisable, weighted average remaining life in years | 2 years 1 month 6 days | |
Warrants exercisable, exercisable number of warrants | 55 | |
Exercise Price Eight [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding, exercise price | $ 8,000 | |
Warrants outstanding, number of warrants | 19 | |
Warrants exercisable, weighted average remaining life in years | 1 year 9 months 18 days | |
Warrants exercisable, exercisable number of warrants | 19 | |
Exercise Price Nine [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding, exercise price | $ 14,000 | |
Warrants outstanding, number of warrants | 18 | |
Warrants exercisable, weighted average remaining life in years | 1 year 6 months | |
Warrants exercisable, exercisable number of warrants | 18 | |
Exercise Price Ten [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding, exercise price | $ 16,000 | |
Warrants outstanding, number of warrants | 435 | |
Warrants exercisable, weighted average remaining life in years | 1 year 6 months | |
Warrants exercisable, exercisable number of warrants | 435 | |
Exercise Price Eleven [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding, exercise price | $ 16,600 | |
Warrants outstanding, number of warrants | 14 | |
Warrants exercisable, weighted average remaining life in years | 9 months 18 days | |
Warrants exercisable, exercisable number of warrants | 14 | |
Exercise Price Twelve [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants outstanding, exercise price | $ 20,000 | |
Warrants outstanding, number of warrants | 1 | |
Warrants exercisable, weighted average remaining life in years | 6 months | |
Warrants exercisable, exercisable number of warrants | 1 |
SCHEDULE OF STOCK OPTION GRANTE
SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS (Details) - Equity Option [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Offsetting Assets [Line Items] | |
Expected volatility | 354.00% |
Expected dividends | 0.00% |
Minimum [Member] | |
Offsetting Assets [Line Items] | |
Risk free interest rate | 1.25% |
Expected term (years) | 5 years |
Maximum [Member] | |
Offsetting Assets [Line Items] | |
Risk free interest rate | 1.48% |
Expected term (years) | 10 years |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Options Outstanding Beginning | 1,215 | 1,220 |
Weighted Average Exercise Price Outstanding Beginning | $ 3,920 | $ 3,960 |
Number of Options Granted | 838,550 | |
Weighted Average Exercise Price Granted | $ 13.50 | |
Number of Options Expired | (126) | (5) |
Weighted Average Exercise Price Expired | $ 3,000 | $ 5,960 |
Number of Options Outstanding Ending | 839,639 | 1,215 |
Weighted Average Exercise Price Outstanding Ending | $ 18.73 | $ 3,920 |
Weighted Average Remaining Life in Years Outstanding Ending | 9 years 5 months 12 days | |
Aggregate Intrinsic Value Outstanding Ending | ||
Number of Options Exercisable Ending | 349,237 | |
Weighted Average Exercise Price Exercisable Ending | $ 26 | |
Weighted Average Remaining Life in Years Exercisable Ending | 9 years 5 months 12 days | |
Aggregate Intrinsic Value Exercisable Ending |
SCHEDULE OF STOCK OPTION BY EXE
SCHEDULE OF STOCK OPTION BY EXERCISE PRICE (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 839,639 | |
Options Exercisable, Weighted Average Remaining Life In Years | 9 years 6 months | |
Options Exercisable, Exercisable Number of Options | 349,237 | |
Exercise Price One [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower | $ 13.50 | |
Options Outstanding, Outstanding Number of Options | 838,550 | |
Options Exercisable, Weighted Average Remaining Life In Years | 9 years 6 months | |
Options Exercisable, Exercisable Number of Options | 348,156 | |
Exercise Price Two [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower | $ 1,040 | |
Options Outstanding, Outstanding Number of Options | 44 | |
Options Exercisable, Weighted Average Remaining Life In Years | 7 years 8 months 12 days | |
Options Exercisable, Exercisable Number of Options | 44 | |
Exercise Price Three [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower | $ 3,000 | |
Options Outstanding, Outstanding Number of Options | 1,026 | |
Options Exercisable, Weighted Average Remaining Life In Years | 5 years | |
Options Exercisable, Exercisable Number of Options | 1,018 | |
Exercise Price Four [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower | $ 22,800 | |
Options Outstanding, Outstanding Number of Options | 1 | |
Options Exercisable, Weighted Average Remaining Life In Years | 2 years 6 months | |
Options Exercisable, Exercisable Number of Options | 1 | |
Exercise Price Five [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 9 | |
Options Exercisable, Weighted Average Remaining Life In Years | 2 years | |
Options Exercisable, Exercisable Number of Options | 9 | |
Options Outstanding, Exercise Price, Upper | $ 48,200 | |
Options Outstanding, Exercise Price, Upper | $ 52,000 | |
Exercise Price Six [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 9 | |
Options Exercisable, Weighted Average Remaining Life In Years | 2 months 12 days | |
Options Exercisable, Exercisable Number of Options | 9 | |
Options Outstanding, Exercise Price, Upper | $ 120,000 | $ 80,000 |
SCHEDULE OF UNVESTED RESTRICTED
SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2021shares | |
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 |
SCHEDULE OF STOCK OPTION EXPENS
SCHEDULE OF STOCK OPTION EXPENSE (Details) - Share-based Payment Arrangement, Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based compensation expense | $ 23,108,955 | $ 691,701 |
Unrecognized expense | $ 9,698,130 | |
Weighted average remaining amortization period (years) | 2 years 3 months 18 days | |
Consulting Expenses [Member] | ||
Stock-based compensation expense | $ 25,476 | 110,557 |
Research and Development Expense [Member] | ||
Stock-based compensation expense | 81,479 | 177,281 |
General and Administrative Expense [Member] | ||
Stock-based compensation expense | 23,002,000 | $ 403,863 |
Unrecognized expense | $ 9,698,130 | |
Weighted average remaining amortization period (years) | 2 years 3 months 18 days |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | Nov. 09, 2021 | Nov. 04, 2021 | Oct. 27, 2021 | Oct. 21, 2021 | Sep. 27, 2021 | Mar. 18, 2021 | Nov. 16, 2020 | Mar. 11, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 10, 2021 | Dec. 09, 2021 | Nov. 16, 2021 | Nov. 08, 2021 | Nov. 03, 2021 | Oct. 10, 2021 | Oct. 09, 2021 | Oct. 02, 2021 | Sep. 30, 2021 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares of common stock authorized | 300,000,000,000 | |||||||||||||||||||
Per share of common stock | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Stockholders' equity, reverse stock split | 1-for-4,000 | 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 shares; and (iv) 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. As discussed above in Note 7 – Notes Payable – Chapter 11 Reorganization, on March 20, 2020, the Company filed a petition commencing its Chapter 11 Case. As of the date of this report, the Company has not effected the 1,000 to 1 reverse split; however, on October 27, 2021, the Company effected a 4,000 to 1 reverse split of its common stock | ||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||||||||||||||
Shares outstanding percentage | 4.50% | |||||||||||||||||||
Shares and warrants issued for cash, shares | 313,780 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 5,000 | |||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,476 | |||||||||||||||||||
Warrant term | 4 years 10 months 24 days | |||||||||||||||||||
Warrants to purchase common stock | 2,645,000 | 4,739,871 | ||||||||||||||||||
Fair value adjustment of warrants | $ 152,300 | $ 152,263,470 | ||||||||||||||||||
Shares issued in litigation settlement | 750 | |||||||||||||||||||
Shares issued in litigation settlement, value | $ 21,000 | |||||||||||||||||||
Cashless exercise of warrants | 57,919 | |||||||||||||||||||
Common Stock, Shares, Issued | 3,520,391 | 715,544 | ||||||||||||||||||
Number of options granted to purchase common stock | 838,550 | |||||||||||||||||||
Weighted average grant date fair value, amount | $ 26,571,050 | |||||||||||||||||||
Number of option issued to purchase shares of common stock | 140,824 | |||||||||||||||||||
Exercise price | $ 18.73 | $ 3,920 | $ 5.08 | $ 13.50 | $ 3,960 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | Such options are exercisable to the extent of 50% on the date of grant and 50% quarterly over a period of two years commencing one year from the date of grant. | |||||||||||||||||||
Patrick F Williams [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of options granted to purchase common stock | 10,490 | |||||||||||||||||||
Robert E Kristal [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 13.50 | |||||||||||||||||||
Mr. Silva [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of option issued to purchase shares of common stock | 140,824 | |||||||||||||||||||
Dr Nickolay Kukekov [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of option issued to purchase shares of common stock | 42,059 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 13.50 | |||||||||||||||||||
Lance Alstodt [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise price | $ 13.50 | $ 5.08 | $ 13.50 | $ 47.60 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||
Two Employment Agreements [Member] | Chief Executive Officer and Chairman of the Board and its Vice President [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of option issued to purchase shares of common stock | 586,959 | |||||||||||||||||||
Exercise price | $ 47.60 | $ 5.08 | $ 13.50 | $ 13.50 | $ 47.60 | |||||||||||||||
Description of share based payment 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. | |||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Two Employment Agreements [Member] | Chief Executive Officer and Chairman of the Board and its Vice President [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of option issued to purchase shares of common stock | 293,479 | |||||||||||||||||||
Exercise price | $ 47.60 | |||||||||||||||||||
Common Stock and Warrant Offering [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 10,000 | |||||||||||||||||||
Fair value adjustment of warrants | $ 10,000 | |||||||||||||||||||
Common Stock and Warrant Offering [Member] | Five-Year Immediately Vested [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 250 | |||||||||||||||||||
Common Stock and Warrant Offering [Member] | One-Year Immediately Vested [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 60 | |||||||||||||||||||
Common Stock and Warrant Offering [Member] | Convertible Debt [Member] | Five-Year Immediately Vested [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||
Warrants to purchase common stock | 3,806,587 | |||||||||||||||||||
Fair value adjustment of warrants | $ 5,075,449 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares and warrants issued for cash, shares | 314,000 | 2,300,000 | 250 | |||||||||||||||||
Shares issued in litigation settlement | 750 | |||||||||||||||||||
Common Stock [Member] | Dr Nickolay Kukekov [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of option issued to purchase shares of common stock | 25,236 | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares and warrants issued for cash, shares | 147,832 | 54,449 | ||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 11.77 | $ 40 | ||||||||||||||||||
Cashless exercise of warrants | 25,000 | 170,473 | ||||||||||||||||||
Common Stock, Shares, Issued | 22,917 | |||||||||||||||||||
2021 Stock Incentive Plan [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares of common stock authorized | 1,175,000 | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, shares authorized | 1,543,458 | |||||||||||||||||||
Preferred stock, shares issued | 1,543,458 | |||||||||||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||||||||||
Preferred stock, liquidation preference | $ 0.001 | |||||||||||||||||||
Preferred stock voting percentage | 4.99% | |||||||||||||||||||
Equity method investment ownership percentage | 4.99% | |||||||||||||||||||
Shares and warrants issued for cash, shares | 1,543,000 | |||||||||||||||||||
Warrants to purchase common stock | 1,856,938 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares of common stock authorized | 300,000,000,000 | |||||||||||||||||||
Maximum [Member] | Common Stock and Warrant Offering [Member] | Convertible Debt [Member] | Five-Year Immediately Vested [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 4 | |||||||||||||||||||
Maximum [Member] | Warrant [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares Issued, Price Per Share | 67.60 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares of common stock authorized | 75,000,000 | |||||||||||||||||||
Minimum [Member] | Common Stock and Warrant Offering [Member] | Convertible Debt [Member] | Five-Year Immediately Vested [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 2 | |||||||||||||||||||
Minimum [Member] | Warrant [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares Issued, Price Per Share | $ 25.20 |
SUMMARY OF CHANGES IN FAIR VALU
SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 DERIVATIVE LIABILITIES (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Beginning balance as of January 1, 2020 | $ 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 |
Reclassification of derivative liabilities to equity | (4,375,231) |
Ending balance as of December 31, 2020 |
SUMMARY OF DERIVATIVE LIABILITI
SUMMARY OF DERIVATIVE LIABILITIES FAIR VALUE ASSUMPTION (Details) - Valuation Technique, Option Pricing Model [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Credit Derivatives [Line Items] | |
Derivatives, fair value measurement input, percentages | 0.06% |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Credit Derivatives [Line Items] | |
Derivatives, fair value measurement input, percentages | 2.16% |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Credit Derivatives [Line Items] | |
Derivatives, fair value measurement input, term | 1 month 13 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Credit Derivatives [Line Items] | |
Derivatives, fair value measurement input, term | 5 years |
Measurement Input, Expected Volatility [Member] | Minimum [Member] | |
Credit Derivatives [Line Items] | |
Derivatives, fair value measurement input, percentages | 101.00% |
Measurement Input, Expected Volatility [Member] | Maximum [Member] | |
Credit Derivatives [Line Items] | |
Derivatives, fair value measurement input, percentages | 133.00% |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Short-term Debt [Line Items] | |
Extinguishment of derivative liabilities in connection with convertible note repayments, conversions and exchanges | $ 1,165,329 |
Gain on derivative liabilities | 2,141,069 |
Embedded Conversion Options [Member] | |
Short-term Debt [Line Items] | |
Fair value of derivative liabilities | 4,375,231 |
Warrant [Member] | |
Short-term Debt [Line Items] | |
Derivative liabilities | 10,000 |
Convertible Notes Payable [Member] | |
Short-term Debt [Line Items] | |
Derivative liabilities | $ 2,473,532 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 04, 2021 | Oct. 27, 2021 | Mar. 18, 2021 | Mar. 11, 2020 | Mar. 31, 2022 | Nov. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 10, 2021 | Dec. 09, 2021 | Nov. 03, 2021 | Jun. 30, 2021 | Nov. 16, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | |||||||||||||||
Stockholders' equity, reverse stock split | 1-for-4,000 | 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 shares; and (iv) 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. As discussed above in Note 7 – Notes Payable – Chapter 11 Reorganization, on March 20, 2020, the Company filed a petition commencing its Chapter 11 Case. As of the date of this report, the Company has not effected the 1,000 to 1 reverse split; however, on October 27, 2021, the Company effected a 4,000 to 1 reverse split of its common stock | |||||||||||||
Common stock, shares authorized | 2,000,000,000 | 75,000,000 | 75,000,000 | 300,000,000,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 838,550 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 18.73 | $ 3,920 | $ 5.08 | $ 13.50 | $ 3,960 | ||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 23,108,955 | $ 691,701 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 21,072,683 | $ 10,000 | |||||||||||||
Common Stock, Shares, Issued | 3,520,391 | 715,544 | |||||||||||||
Estimated budgeted cost | $ 729,058 | $ 876,829 | |||||||||||||
Prepaid expense, amount | 436,181 | $ 105,407 | |||||||||||||
Research and Development Arrangement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Estimated budgeted cost | $ 256,000 | ||||||||||||||
Lenders [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Common Stock, Shares, Issued | 750 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Common stock, shares authorized | 300,000,000,000 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Common stock, shares authorized | 75,000,000 | ||||||||||||||
Lance Alstodt [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 13.50 | 5.08 | 13.50 | $ 47.60 | |||||||||||
Mr. Alstodt [Member] | Subsequent Event [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Increase in annual salary | $ 50,000 | ||||||||||||||
Number of shares of restricted stock units | 12,438 | ||||||||||||||
Number of shares of restricted stock units, value | $ 50,000 | ||||||||||||||
Francisco Silva [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | 13.50 | 5.08 | 13.50 | $ 47.60 | |||||||||||
Mr. Silva [Member] | Subsequent Event [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Increase in annual salary | $ 50,000 | ||||||||||||||
Number of shares of restricted stock units | 12,438 | ||||||||||||||
Number of shares of restricted stock units, value | $ 50,000 | ||||||||||||||
Employment Agreement [Member] | Lance Alstodt [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 250,000 | ||||||||||||||
Increase in annual salary | $ 50,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 293,479 | ||||||||||||||
Employment Agreement [Member] | Lance Alstodt [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of shares of restricted stock units | 146,740 | ||||||||||||||
Employment Agreement [Member] | Lance Alstodt [Member] | Performance Goals [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Increase in annual salary | $ 150,000 | ||||||||||||||
Employment Agreement [Member] | Francisco Silva [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Increase in annual salary | $ 50,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 293,479 | ||||||||||||||
Employment Agreement [Member] | Francisco Silva [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of shares of restricted stock units | 146,740 | ||||||||||||||
Alstodt Employment Agreement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 20,852,838 | ||||||||||||||
Alstodt Employment Agreement [Member] | General and Administrative Expense [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 11,370,020 | ||||||||||||||
Alstodt Employment Agreement [Member] | Lance Alstodt [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
[custom:AgreementDescription] | The Alstodt Employment Agreement also provides for the grant to Mr. Alstodt pursuant to the 2021 Plan of (i) a ten-year | ||||||||||||||
Silva Employment Agreement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 20,852,838 | ||||||||||||||
Silva Employment Agreement [Member] | General and Administrative Expense [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 11,370,020 | ||||||||||||||
Silva Employment Agreement [Member] | Francisco Silva [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 225,000 | ||||||||||||||
[custom:AgreementDescription] | The Silva Employment Agreement also provides for the grant to Mr. Silva pursuant to the 2021 Plan of (i) a | ||||||||||||||
Silva Employment Agreement [Member] | Francisco Silva [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Increase in annual salary | $ 150,000 | ||||||||||||||
Kristal Employment Agreement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 53,288 | ||||||||||||||
Stock Issued During Period, Value, New Issues | 10,490 | ||||||||||||||
Kristal Employment Agreement [Member] | Minimum [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 13.50 | 5.08 | |||||||||||||
Kristal Employment Agreement [Member] | Maximum [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 13.50 | ||||||||||||||
Kristal Employment Agreement [Member] | General and Administrative Expense [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 2,220 | ||||||||||||||
Kristal Employment Agreement [Member] | Robert Kristal [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Shares Issued, Price Per Share | $ 175,000 | ||||||||||||||
Services Agreement [Member] | Research and Development Arrangement [Member] | Professional Research Consulting Inc [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Estimated budgeted cost | $ 5,844,380 | ||||||||||||||
Services agreement term | 46 months | ||||||||||||||
Prepaid expense, amount | $ 328,152 |
SCHEDULE OF NET DEFERRED TAX AS
SCHEDULE OF NET DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 11,100,000 | $ 9,700,000 |
Stock-based compensation | 10,500,000 | 4,070,000 |
Research & development tax credits | 358,000 | 358,000 |
Total deferred tax assets | 21,958,000 | 14,128,000 |
Intangible assets | (4,000) | (30,000) |
Total deferred tax liabilities | (4,000) | (30,000) |
Net deferred tax assets | 21,954,000 | 14,098,000 |
Valuation allowance | (21,954,000) | (14,098,000) |
Deferred tax asset, net of valuation allowance | ||
Change in valuation allowance | $ (7,856,000) | $ (2,086,000) |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | ||
Current | ||
Deferred | ||
Total income tax provision (benefit) |
SCHEDULE OF STATUTORY FEDERAL I
SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory blended income tax rates | (21.00%) | (21.00%) |
State statutory income tax rate, net of federal benefit | (5.00%) | (5.00%) |
Permanent differences | 8.30% | 7.60% |
Change in valuation allowance | 17.70% | 18.40% |
Effective tax rate |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Federal net operating loss carry-forwards | $ 36,600,000 | $ 42,000,000 | |
Operating loss carry-forwards not subject to expiration | 34,000,000 | ||
Deferred tax assets, operating loss carryforwards | $ 9,700,000 | 11,100,000 | |
Expire from 2030 to 2038 [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 |
SCHEDULE OF NET LEASE COST AND
SCHEDULE OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating lease cost (cost resulting from lease payments) | $ 158,372 | $ 153,748 |
Net lease cost | 158,372 | 153,748 |
Operating lease – operating cash flows (fixed payments) | 158,372 | 153,748 |
Operating lease – operating cash flows (liability reduction) | 101,190 | 85,465 |
Non-current leases - right of use assets | 357,805 | 473,849 |
Current liabilities - operating lease liabilities | 119,055 | 158,371 |
Non-current liabilities - operating lease liabilities | $ 301,645 | $ 363,519 |
SCHEDULE OF FUTURE MINIMUM PA_2
SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES (Details) | Dec. 31, 2021USD ($) |
Leases | |
2022 | $ 163,132 |
2023 | 168,028 |
2024 | 173,060 |
Total future minimum lease payments | 504,220 |
Amount representing interest | (83,520) |
Present value of net future minimum lease payments | $ 420,700 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 1 Months Ended | 12 Months Ended |
Jun. 30, 2019USD ($) | Dec. 31, 2021USD ($)ft² | |
Weighted average incremental borrowing rate | 12.00% | |
Melville Lease [Member] | ||
Area of land | ft² | 6,800 | |
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 | 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 |
Melville Lease [Member] | Maximum [Member] | ||
Rent expense | $ 173,060 | $ 149,260 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 18, 2022 | Feb. 28, 2022 | Jan. 25, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Number of shares vested | 5,000 | |||
Subsequent Event [Member] | Consultant [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of stock issued for service | 8,000 | |||
Share price | $ 5.56 | |||
Subsequent Event [Member] | Mr.Alstodt and Mr.Silva [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares vested | 97,828 | |||
Paycheck Protection Program [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt forgiven | $ 250,000 | |||
Interest forgiveness | $ 2,027 |