Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 22, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
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 | 30-1341024 | ||
Entity Incorporation, State or Country Code | NV | ||
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 | $ 8,495,444 | ||
Entity Bankruptcy Proceedings, Reporting Current | true | ||
Entity Common Stock, Shares Outstanding | 3,767,615 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 711 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Marlton, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 1,676,577 | $ 21,026,727 |
Investments held in marketable securities | 13,072,831 | |
Accounts receivable | 16,000 | 5,000 |
Prepaid expenses and other current assets | 363,082 | 436,181 |
Total Current Assets | 15,128,490 | 21,467,908 |
Property and equipment, net | 261,003 | 37,993 |
Right of use asset | 241,760 | 357,805 |
Intangible assets, net | 803,438 | 589,740 |
Total Assets | 16,434,691 | 22,453,446 |
Current Liabilities: | ||
Accounts payable | 170,902 | 50,827 |
Accrued expenses and other current liabilities | 130,072 | 134,970 |
Lease liability, current portion | 139,328 | 119,055 |
PPP loan payable, current portion | 58,970 | |
Total Current Liabilities | 440,302 | 363,822 |
Lease liability, net of current portion | 162,317 | 301,645 |
PPP loan payable, net of current portion | 191,030 | |
Total Liabilities | 602,619 | 856,497 |
Stockholders’ Equity | ||
Common stock, $0.0001 par value; Authorized, 75,000,000 shares; 3,677,775 and 3,520,391 issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 369 | 353 |
Additional paid in capital | 168,457,418 | 155,727,292 |
Accumulated deficit | (152,640,897) | (134,146,128) |
Total Stockholders’ Equity | 15,832,072 | 21,596,949 |
Total Liabilities and Stockholders’ Equity | 16,434,691 | 22,453,446 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock, value | 15,432 | |
Series B Convertible Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock, value | $ 15,182 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 3,677,775 | 3,520,391 |
Common stock, shares outstanding | 3,677,775 | 3,520,391 |
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 | 0 | 1,543,158 |
Preferred stock, shares outstanding | 0 | 1,543,158 |
Series B 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 | 1,518,158 | 0 |
Preferred stock, shares outstanding | 1,518,158 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 119,800 | $ 46,000 |
Operating expenses: | ||
Research and development | 3,513,352 | 729,058 |
General and administrative | 15,580,473 | 25,624,815 |
Total operating expenses | 19,093,825 | 26,353,873 |
Loss from operations | (18,974,025) | (26,307,873) |
Other (income) expense: | ||
Interest (income) expense | (11,650) | 1,815,366 |
Loss on extinguishment of notes payable, net | 16,180,056 | |
Gain on PPP loan forgiveness | (250,000) | |
Grant income | (110,518) | |
Other expense | (107,088) | |
Total other (income) expense | (479,256) | 17,995,422 |
Net loss | $ (18,494,769) | $ (44,303,295) |
Net Loss Per Share - Basic and Diluted | $ (5.11) | $ (37.30) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 3,617,858 | 1,187,741 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Series A Convertible Preferred Stock [Member] Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 72 | $ 88,511,269 | $ (89,842,833) | $ (1,331,492) | ||
Beginning balance, shares at Dec. 31, 2020 | 715,544 | |||||
Shares and warrants issued for cash related to public offering, net | $ 230 | 21,072,453 | 21,072,683 | |||
Shares and warrants issued for cash related to public offering, net, 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 of 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 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 | |||||
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 | ||||
restricted stock units, shares | 116,486 | |||||
- options | 19,411,976 | 19,411,976 | ||||
options, shares | ||||||
- common stock | $ 1 | 25,475 | 25,476 | |||
common stock, shares | 5,000 | |||||
Net loss | (44,303,295) | (44,303,295) | ||||
Ending balance, value at Dec. 31, 2021 | $ 15,432 | $ 353 | 155,727,292 | (134,146,128) | 21,596,949 | |
Ending balance, shares at Dec. 31, 2021 | 1,543,158 | 3,520,391 | ||||
- restricted share units | $ 11 | 4,735,097 | 4,735,108 | |||
- options | 7,741,864 | 7,741,864 | ||||
- common stock | $ 2 | 135,888 | 135,890 | |||
common stock, shares | 15,898 | |||||
Net loss | (18,494,769) | (18,494,769) | ||||
Issuance of Series B Preferred Stock in exchange for Series A Preferred Stock | $ (15,432) | $ 15,432 | ||||
Issuance of Series B Preferred Stock in exchange for Series A Preferred Stock, Shares | (1,543,158) | 1,543,158 | ||||
Warrants issued in connection with license exclusivity agreement | 117,030 | 117,030 | ||||
Common stock issued in exchange for Series B Preferred Stock | $ (250) | $ 3 | 247 | |||
Common stock issued in exchange for Series B Preferred Stock, Shares | (25,000) | 25,000 | ||||
Ending balance, value at Dec. 31, 2022 | $ 15,182 | $ 369 | $ 168,457,418 | $ (152,640,897) | $ 15,832,072 | |
Ending balance, shares at Dec. 31, 2022 | 1,518,158 | 3,677,775 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net Loss | $ (18,494,769) | $ (44,303,295) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 1,133,539 | |
Depreciation and amortization | 120,545 | 89,108 |
Unrealized gain on marketable securities | (33,665) | |
Stock-based compenation | 12,612,862 | 23,108,955 |
Shares issued in settlement of litigation | 21,000 | |
Loss on extinguishment of note payables, net | 16,180,056 | |
Gain on PPP loan forgiveness | (250,000) | |
Non-cash lease expense | 160,122 | 116,044 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (11,000) | 12,000 |
Prepaid assets and other current assets | 73,099 | (330,774) |
Accounts payable | 120,075 | (68,024) |
Accrued expenses and other current liabilities | (4,898) | 812,673 |
Lease liability | (163,132) | (101,190) |
Net cash used in operating activities | (5,870,761) | (3,329,908) |
Cash flows from investing activities: | ||
Purchase of marketable securities | (13,039,166) | |
Purchase of intangible assets | (175,000) | |
Purchases of equipment | (265,223) | (30,658) |
Net cash used in investing activities | (13,479,389) | (30,658) |
Cash flows from financing activities: | ||
Proceeds from sale of units in public offering, net | 21,072,683 | |
Proceeds from notes payable | ||
Proceeds from PPP Loan | 250,000 | |
Net cash provided by financing activities | 21,322,683 | |
Net (decrease) increase in cash and cash equivalents | (19,350,150) | 17,962,117 |
Cash and cash equivalents - beginning of year | 21,026,727 | 3,064,610 |
Cash and cash equivalents - end of year | 1,676,577 | 21,026,727 |
Non-cash investing and financing activities: | ||
Shares issued in exchange for notes payable and accrued interest | 317,376 | |
Accrued expense exchanged for converitble notes | 715,303 | |
Bifurcated embedded conversion options and warrants recorded as derivative liability and debt discount | 166,404 | |
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 | |
Warrants issued as consideration for intangible assets | $ 117,030 |
ORGANIZATION, LIQUIDITY AND BUS
ORGANIZATION, LIQUIDITY AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, LIQUIDITY AND BUSINESS OPERATIONS | Note 1 – ORGANIZATION, LIQUIDITY 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 December 23, 2022, the Company reincorporated from Delaware to Nevada by filing Articles of Incorporation with the state of Nevada. The reincorporation was structured as a statutory merger. 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 satisfying liabilities in the normal course of business. For the year ended December 31, 2022, the Company had a net loss of $ 18.5 12.6 5.8 Based on cash on hand as of December 31, 2022, the Company believes it has sufficient cash to fund operations for the twelve months subsequent to the filing date. Current funds noted above will not be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such needed additional financing on a timely basis, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. 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 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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 The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated upon consolidation. 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. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution. The Company maintains deposits in its cash account in excess of the Federal Depository Insurance Coverage of $ 250,000 The royalties related to the Company’s sublicense comprised all of the Company’s revenue during the years ended December 31, 2022 and 2021. See “Revenue” below. 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. In November 2022, the Company’s license rights under the agreement became exclusive. 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. 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, 2022 and 2021, the Company recognized $ 119,800 46,000 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 606 and, therefore, is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. ● Right to Invoice - the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date; the Company may recognize revenue in the amount to which the entity has a right to invoice. Contract Modifications Except as disclosed above with the SCTC, there were no contract modifications during the years ended December 31, 2022 and 2021. Contract modifications are not routine in the performance of the Company’s contracts. Cash and cash equivalents 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 and right-of-use assets from operating leases, 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, 2022 and 2021, 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 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. SCHEDULE OF FAIR VALUE RECURRING BASIS Fair value measurements at reporting date using: Fair value Quoted prices in active markets for identical liabilities (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Marketable securities as of December 31, 2022 $ 13,072,831 $ 13,072,831 - - Marketable securities as of December 31, 2021 $ - $ - - - During the year ended December 31, 2022, the Company recognized unrealized gain of $ 33,665 Fair Value of Financial Instruments The carrying value of cash, accounts receivable, accounts payable and other current liabilities approximate their fair values based on the short-term maturity of these instruments. 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 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 preferred stock is 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 preferred stock have been excluded from the Company’s computation of diluted net loss per common share for the years ended December 31, 2022 and 2021. 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, 2022 2021 Options 864,639 839,639 Warrants 4,791,082 4,739,871 Unvested RSUs 201,870 293,479 Convertible preferred stock 1,543,158 1,543,158 Total 7,400,749 7,416,147 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation-Stock Compensation 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. 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 records 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. 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 two years |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment consists of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT December 31, 2022 December 31, 2021 Medical equipment $ 352,133 $ 352,133 Furniture and fixtures 123,486 123,487 Computer software and equipment 117,544 107,648 Office equipment 18,779 12,979 Manufacturing equipment 242,852 30,712 Leasehold improvements 342,048 304,661 1,196,842 931,620 Less: accumulated depreciation (935,839 ) (893,627 ) Property and equipment, net $ 261,003 $ 37,993 Total depreciation expense for the years ended December 31, 2022 and 2021 was $ 42,212 14,633 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4 - 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 became non-exclusive. However, the Company entered into an amended agreement under which it paid $ 175,000 51,370 117,030 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 FINITE LIVED INTANGIBLE ASSETS Patents and Trademarks Licenses Accumulated Amortization Total Balance as of January 1, 2021 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 Consideration transferred for license exclusivity - 292,030 - 292,030 Amortization expense - - (78,332 ) (78,332 ) Balance as of December 31, 2022 3,676 1,593,530 (793,768 ) 803,438 Weighted average remaining amortization period as of December 31, 2022 - 11.25 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, 2021 $ 3,676 $ 637,232 $ 640,908 Amortization expense - 74,528 74,528 Balance as of December 31, 2021 3,676 711,760 715,436 Amortization expense - 78,332 78,332 Balance as of December 31, 2022 $ 3,676 $ 790,092 $ 793,768 Amortization expense for the next five years is as follows: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS FUTURE AMORTIZATION EXPENSES 2023 89,131 2024 89,131 2025 89,131 2026 89,131 2027 89,131 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 5 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, 2022 December 31, 2021 Accrued payroll $ 26,250 $ 28,370 Accrued research and development expenses - 29,672 Accrued general and administrative expenses 103,822 76,928 Total accrued expenses $ 130,072 $ 134,970 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | Note 6 - NOTES PAYABLE A summary of the notes payable activity during the year ended December 31, 2022 is presented below: SCHEDULE OF NOTES PAYABLE ACTIVITY Outstanding, January 1, 2022 $ 250,000 Issuances - Forgiveness (250,000 ) Outstanding, December 31, 2022 - |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | Note 7 - STOCKHOLDERS’ EQUITY (DEFICIT) Series A Preferred Stock On November 8, 2021, in connection with the Company’s public offering, the Company’s Board of Directors adopted a resolution allowing for the designation and issuance of 1,543,158 .01 0.001 1,543,158 Series B Preferred Stock Effective September 8, 2022, the Company issued 1,543,158 The terms of the Series B are substantially identical to those of the Series A, except that, among other things, the limitation on beneficial ownership of common stock of the Company upon a conversion of the Series B into Common Stock, and the limitation on the number of votes attributable to the Series B, is 9.99% of the then outstanding Common Stock of the Company instead of 4.99% as provided for the Series A. Dividends Series B holders shall be entitled to receive, when and as declared by the Board of Directors, dividends on a pari passu basis with the holders of the shares of Common Stock based upon the number of shares of Common Stock into which the Series B is then convertible. Voting Rights Series B holders shall be entitled to vote on all matters presented to the stockholders of the Company for a vote at a meeting of stockholders of the Company or a written consent in lieu of a meeting of stockholders of the Company, and shall be entitled to such number of votes for each share of Series B entitled to vote at such meetings or pursuant to such consent, voting together with the holders of shares of Common Stock and other shares of preferred stock who are entitled to vote, and not as a separate class, except as required by law. The number of votes to which the Series B holders shall be entitled to vote for each share of Series B shall equal the number of shares of Common Stock into which such Series B is then convertible; provided, however, that in no event shall a Series B holder be entitled to vote more than 9.99 Conversion Optional Conversion - Each share of Series B shall be convertible, at any time and from time to time, at the option of the Series B holder, into one share of Common Stock; provided, however, that in no event shall a Series B holder be entitled to convert any shares of Series B to the extent that such conversion would result in beneficial ownership by such Series B holder of more than 9.99 Automatic Conversion – From time to time, in the event of that an event occurs, including adjustment due to merger, consolidation, etc., subdivision or combination of Common Stock, adjustment due to distribution, purchase rights, and notice of adjustments, which has the effect of reducing a Series B holder’s beneficial ownership of shares of common stock to less than 9.5 9.99 On October 25, 2022, Auctus converted 25,000 25,000 1,518,158 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 Amendments to 2021 Stock Incentive Plan On December 10, 2021, subject to stockholder approval, the Company’s Board of Directors approved amendments to the 2021 Plan to increase the number of shares of Common Stock authorized to be issued from 1,175,000 2,500,000 838,549 13.50 5.08 (i) Lance Alstodt, the Company’s President, Chief Executive Officer and Chairman of the Board: 335,538 shares, (ii) Francisco Silva, the Company’s Vice President of Research and Development and a director: 335,538 shares; (iii) Robert Kristal, the Company’s Chief Financial Officer: 10,490 shares; (iv) Robert Paccasassi, the Company’s Vice President of Quality Assurance and Regulatory Compliance: 8,277 shares; (v) Nickolay Kukekov, one of the Company’s directors: 25,236 shares; (vi) Patrick F. Williams, one of the Company’s directors: 10,490 shares; and (vii) David Rosa, one of the Company’s directors: 10,490 shares. The impact resulting from the amendments was immaterial to the Company’s financial statements. Compensatory Common Stock Issuance During the year ended December 31, 2022, the Company issued 15,898 135,888 5,000 25,476 Warrant and Option Valuation The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Warrant Activity Summary 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 During the year ended December 31, 2022, the Company issued 51,370 A summary of the warrant activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life In Years Aggregate Intrinsic Value Outstanding, January 1, 2021 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 - Granted 51,370 2.92 - Exercised - - - Expired (159 ) 16,083 - Outstanding, December 31, 2022 4,791,082 10.71 3.9 - Exercisable, December 31, 2022 4,791,082 $ 10.71 3.9 - In applying the Black-Scholes option pricing model to warrants granted during 2022 and 2021, the Company used the following assumptions: SCHEDULE OF WARRANTS GRANTED ASSUMPTIONS 2022 2021 Risk free interest rate 4.40 % 0.98 % Expected term (years) 5.00 4.10 5.00 Expected volatility 313.55 % 314.00 % Expected dividends 0.00 % 0.00 % The weighted average estimated fair value of the warrants granted during the years ended December 31, 2022 and 2021 was $ 2.28 11.77 The following table presents information related to stock warrants at December 31, 2022: SCHEDULE OF STOCK WARRANTS Exercise Price Outstanding Number of Warrants Weighted Average Remaining Life In Years Exercisable Number of Warrants $ 2.92 51,370 4.9 51,370 $ 10.00 4,501,937 3.9 4,501,937 $ 12.00 235,970 3.9 235,970 $ 60.00 250 2.0 250 $ 800.00 869 1.8 869 $ 2,240.00 50 1.1 50 $ 2,800.00 264 1.2 264 $ 3,400.00 264 1.2 264 $ 4,000.00 55 1.1 55 $ 8,000.00 19 0.8 19 $ 14,000.00 18 0.5 18 $ 16,000.00 16 0.3 16 4,791,082 4,791,082 Stock Options 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 vested 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. On November 4, 2021, the Company granted options to purchase an aggregate of 140,824 10,490 140,824 42,059 25,236 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 November 4, 2021, the Company granted options to purchase an aggregate of 110,767 On December 10, 2021, the Company reduced the exercise price of all options from $ 13.50 5.08 Compensation - Stock Compensation The Company granted an option for the purchase of 25,000 A summary of the option activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Life in Years Aggregate Intrinsic Value Outstanding, January 1, 2021 1,215 5.08 Granted 838,550 5.08 Expired (126 ) 5.08 Outstanding, January 1, 2022 839,639 5.08 Granted 25,000 4.92 Forfeited - - Expired - - Outstanding, December 31, 2022 864,639 5.08 7.8 - Exercisable, December 31, 2022 578,628 5.08 7.8 The weighted average grant date fair value of the stock options granted during the years ended December 31, 2022 and 2021, was approximately $ 4.88 5.05 In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS 2022 Risk free interest rate 2.42 % Expected term (years) 3.50 Expected volatility 285.91 % Expected dividends 0.00 % 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 13,969,624 On March 18, 2022, the Company granted an aggregate of 24,876 4.21 A summary of the unvested RSUs as of December 31, 2022 is as follows: SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS Number of Shares Outstanding, January 1, 2022 293,480 Granted 24,876 Forfeited - Vested (116,486 ) Outstanding, December 31, 2022 201,870 The following table presents information related to stock compensation expense: SCHEDULE OF STOCK OPTION EXPENSE For the Years Ended December 31, Unrecognized at December 31, Weighted Average Remaining Amortization Period 2022 2021 2022 (Years) Research and development - 81,479 803,257 General and administrative 12,612,862 23,027,476 1,294,684 0.73 12,612,862 23,108,955 2,097,941 The following table presents stock compensation by award type: SCHEDULE OF STOCK COMPENSATION BY AWARD TYPE For the Years Ended December 31, 2022 2021 Options 7,741,864 19411976 RSUs 4,735,108 3,671,503 Shares issued for services 135,890 25,476 12,612,862 23,108,955 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 - 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 2018 through 2022. 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, 2022, the Company had approximately $ 59,900,000 10,300,000 8,000,000 51,900,000 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, 2022, 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, 2022 and 2021 are summarized as follows: SCHEDULE OF NET DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 13,200,000 $ 11,100,000 Stock-based compensation 13,810,000 10,500,000 Research and development costs 655,000 - Research & development tax credits 330,000 358,000 Total deferred tax assets 27,995,000 21,958,000 Deferred tax liabilities: Depreciation (106,000 ) - Intangible assets (113,000 ) (4,000 ) Total deferred tax liabilities (219,000 ) (4,000 ) Net deferred tax assets 27,776,000 21,954,000 Valuation allowance $ (27,776,000 ) $ (21,954,000 ) Deferred tax asset, net of valuation allowance $ - $ - Change in valuation allowance $ (5,822,000 ) $ (7,856,000 ) The income tax provision (benefit) as of December 31, 2022 and 2021 consists of the following: SCHEDULE OF INCOME TAX PROVISION (BENEFIT) 2022 2021 December 31, 2022 2021 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, 2022 and 2021 is as follows: SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE 2022 2021 Federal statutory blended income tax rates 21.0 % 21.0 % State statutory income tax rate, net of federal benefit 5.6 5.6 Permanent differences (1.8 ) (8.9 ) Tax return to provision adjustment 6.7 - Change in valuation allowance (31.5 ) (17.7 ) Effective tax rate - % - % As of the date of this filing, the Company has not filed its 2022 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, 2022 | |
Leases | |
LEASES | NOTE 9 - 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, 2022 Year Ended December 31, 2021 Lease cost Operating lease cost (cost resulting from lease payments) $ 163,132 $ 158,372 Net lease cost $ 163,132 $ 158,372 Operating lease - operating cash flows (fixed payments) $ 163,132 $ 158,372 Operating lease - operating cash flows (liability reduction) $ 119,055 $ 101,190 Non-current leases - right of use assets $ 241,760 $ 357,805 Current liabilities - operating lease liabilities $ 139,328 $ 119,055 Non-current liabilities - operating lease liabilities $ 162,317 $ 301,645 Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the year ended December 31, 2022: SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES Fiscal Year Operating Leases 2023 168,028 2024 173,060 Total future minimum lease payments 341,088 Amount representing interest (39,443 ) Present value of net future minimum lease payments $ 301,645 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS On February 17, 2023, the Company granted 400,357 50 50 228,660 1,745,000 $562,500 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated upon consolidation. |
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. |
Concentrations | Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution. The Company maintains deposits in its cash account in excess of the Federal Depository Insurance Coverage of $ 250,000 The royalties related to the Company’s sublicense comprised all of the Company’s revenue during the years ended December 31, 2022 and 2021. See “Revenue” below. |
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. In November 2022, the Company’s license rights under the agreement became exclusive. 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. 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, 2022 and 2021, the Company recognized $ 119,800 46,000 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 606 and, therefore, is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. ● Right to Invoice - the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date; the Company may recognize revenue in the amount to which the entity has a right to invoice. Contract Modifications Except as disclosed above with the SCTC, there were no contract modifications during the years ended December 31, 2022 and 2021. Contract modifications are not routine in the performance of the Company’s contracts. |
Cash and cash equivalents | Cash and cash equivalents 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 and right-of-use assets from operating leases, 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, 2022 and 2021, 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 |
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. SCHEDULE OF FAIR VALUE RECURRING BASIS Fair value measurements at reporting date using: Fair value Quoted prices in active markets for identical liabilities (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Marketable securities as of December 31, 2022 $ 13,072,831 $ 13,072,831 - - Marketable securities as of December 31, 2021 $ - $ - - - During the year ended December 31, 2022, the Company recognized unrealized gain of $ 33,665 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts receivable, accounts payable and other current liabilities approximate their fair values based on the short-term maturity of these instruments. |
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 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 preferred stock is 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 preferred stock have been excluded from the Company’s computation of diluted net loss per common share for the years ended December 31, 2022 and 2021. 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, 2022 2021 Options 864,639 839,639 Warrants 4,791,082 4,739,871 Unvested RSUs 201,870 293,479 Convertible preferred stock 1,543,158 1,543,158 Total 7,400,749 7,416,147 |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation-Stock Compensation 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. |
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 records 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. |
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 two years |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE RECURRING BASIS | SCHEDULE OF FAIR VALUE RECURRING BASIS Fair value measurements at reporting date using: Fair value Quoted prices in active markets for identical liabilities (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Marketable securities as of December 31, 2022 $ 13,072,831 $ 13,072,831 - - Marketable securities as of December 31, 2021 $ - $ - - - |
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, 2022 2021 Options 864,639 839,639 Warrants 4,791,082 4,739,871 Unvested RSUs 201,870 293,479 Convertible preferred stock 1,543,158 1,543,158 Total 7,400,749 7,416,147 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 Medical equipment $ 352,133 $ 352,133 Furniture and fixtures 123,486 123,487 Computer software and equipment 117,544 107,648 Office equipment 18,779 12,979 Manufacturing equipment 242,852 30,712 Leasehold improvements 342,048 304,661 1,196,842 931,620 Less: accumulated depreciation (935,839 ) (893,627 ) Property and equipment, net $ 261,003 $ 37,993 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS | Intangible assets consist of the following: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS Patents and Trademarks Licenses Accumulated Amortization Total Balance as of January 1, 2021 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 Consideration transferred for license exclusivity - 292,030 - 292,030 Amortization expense - - (78,332 ) (78,332 ) Balance as of December 31, 2022 3,676 1,593,530 (793,768 ) 803,438 Weighted average remaining amortization period as of December 31, 2022 - 11.25 |
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, 2021 $ 3,676 $ 637,232 $ 640,908 Amortization expense - 74,528 74,528 Balance as of December 31, 2021 3,676 711,760 715,436 Amortization expense - 78,332 78,332 Balance as of December 31, 2022 $ 3,676 $ 790,092 $ 793,768 |
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS FUTURE AMORTIZATION EXPENSES | Amortization expense for the next five years is as follows: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS FUTURE AMORTIZATION EXPENSES 2023 89,131 2024 89,131 2025 89,131 2026 89,131 2027 89,131 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 Accrued payroll $ 26,250 $ 28,370 Accrued research and development expenses - 29,672 Accrued general and administrative expenses 103,822 76,928 Total accrued expenses $ 130,072 $ 134,970 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE ACTIVITY | A summary of the notes payable activity during the year ended December 31, 2022 is presented below: SCHEDULE OF NOTES PAYABLE ACTIVITY Outstanding, January 1, 2022 $ 250,000 Issuances - Forgiveness (250,000 ) Outstanding, December 31, 2022 - |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life In Years Aggregate Intrinsic Value Outstanding, January 1, 2021 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 - Granted 51,370 2.92 - Exercised - - - Expired (159 ) 16,083 - Outstanding, December 31, 2022 4,791,082 10.71 3.9 - Exercisable, December 31, 2022 4,791,082 $ 10.71 3.9 - |
SCHEDULE OF WARRANTS GRANTED ASSUMPTIONS | In applying the Black-Scholes option pricing model to warrants granted during 2022 and 2021, the Company used the following assumptions: SCHEDULE OF WARRANTS GRANTED ASSUMPTIONS 2022 2021 Risk free interest rate 4.40 % 0.98 % Expected term (years) 5.00 4.10 5.00 Expected volatility 313.55 % 314.00 % Expected dividends 0.00 % 0.00 % |
SCHEDULE OF STOCK WARRANTS | The following table presents information related to stock warrants at December 31, 2022: SCHEDULE OF STOCK WARRANTS Exercise Price Outstanding Number of Warrants Weighted Average Remaining Life In Years Exercisable Number of Warrants $ 2.92 51,370 4.9 51,370 $ 10.00 4,501,937 3.9 4,501,937 $ 12.00 235,970 3.9 235,970 $ 60.00 250 2.0 250 $ 800.00 869 1.8 869 $ 2,240.00 50 1.1 50 $ 2,800.00 264 1.2 264 $ 3,400.00 264 1.2 264 $ 4,000.00 55 1.1 55 $ 8,000.00 19 0.8 19 $ 14,000.00 18 0.5 18 $ 16,000.00 16 0.3 16 4,791,082 4,791,082 |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the option activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Life in Years Aggregate Intrinsic Value Outstanding, January 1, 2021 1,215 5.08 Granted 838,550 5.08 Expired (126 ) 5.08 Outstanding, January 1, 2022 839,639 5.08 Granted 25,000 4.92 Forfeited - - Expired - - Outstanding, December 31, 2022 864,639 5.08 7.8 - Exercisable, December 31, 2022 578,628 5.08 7.8 |
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 2022 Risk free interest rate 2.42 % Expected term (years) 3.50 Expected volatility 285.91 % Expected dividends 0.00 % |
SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS | A summary of the unvested RSUs as of December 31, 2022 is as follows: SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS Number of Shares Outstanding, January 1, 2022 293,480 Granted 24,876 Forfeited - Vested (116,486 ) Outstanding, December 31, 2022 201,870 |
SCHEDULE OF STOCK OPTION EXPENSE | The following table presents information related to stock compensation expense: SCHEDULE OF STOCK OPTION EXPENSE For the Years Ended December 31, Unrecognized at December 31, Weighted Average Remaining Amortization Period 2022 2021 2022 (Years) Research and development - 81,479 803,257 General and administrative 12,612,862 23,027,476 1,294,684 0.73 12,612,862 23,108,955 2,097,941 |
SCHEDULE OF STOCK COMPENSATION BY AWARD TYPE | The following table presents stock compensation by award type: SCHEDULE OF STOCK COMPENSATION BY AWARD TYPE For the Years Ended December 31, 2022 2021 Options 7,741,864 19411976 RSUs 4,735,108 3,671,503 Shares issued for services 135,890 25,476 12,612,862 23,108,955 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 are summarized as follows: SCHEDULE OF NET DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 13,200,000 $ 11,100,000 Stock-based compensation 13,810,000 10,500,000 Research and development costs 655,000 - Research & development tax credits 330,000 358,000 Total deferred tax assets 27,995,000 21,958,000 Deferred tax liabilities: Depreciation (106,000 ) - Intangible assets (113,000 ) (4,000 ) Total deferred tax liabilities (219,000 ) (4,000 ) Net deferred tax assets 27,776,000 21,954,000 Valuation allowance $ (27,776,000 ) $ (21,954,000 ) Deferred tax asset, net of valuation allowance $ - $ - Change in valuation allowance $ (5,822,000 ) $ (7,856,000 ) |
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) | The income tax provision (benefit) as of December 31, 2022 and 2021 consists of the following: SCHEDULE OF INCOME TAX PROVISION (BENEFIT) 2022 2021 December 31, 2022 2021 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, 2022 and 2021 is as follows: SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE 2022 2021 Federal statutory blended income tax rates 21.0 % 21.0 % State statutory income tax rate, net of federal benefit 5.6 5.6 Permanent differences (1.8 ) (8.9 ) Tax return to provision adjustment 6.7 - Change in valuation allowance (31.5 ) (17.7 ) Effective tax rate - % - % |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 Year Ended December 31, 2021 Lease cost Operating lease cost (cost resulting from lease payments) $ 163,132 $ 158,372 Net lease cost $ 163,132 $ 158,372 Operating lease - operating cash flows (fixed payments) $ 163,132 $ 158,372 Operating lease - operating cash flows (liability reduction) $ 119,055 $ 101,190 Non-current leases - right of use assets $ 241,760 $ 357,805 Current liabilities - operating lease liabilities $ 139,328 $ 119,055 Non-current liabilities - operating lease liabilities $ 162,317 $ 301,645 |
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, 2022: SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES Fiscal Year Operating Leases 2023 168,028 2024 173,060 Total future minimum lease payments 341,088 Amount representing interest (39,443 ) Present value of net future minimum lease payments $ 301,645 |
ORGANIZATION, LIQUIDITY AND B_2
ORGANIZATION, LIQUIDITY AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 18,494,769 | $ 44,303,295 |
Share based compensation | 12,612,862 | $ 23,108,955 |
Cash flows from operations | $ 5,800,000 |
SCHEDULE OF FAIR VALUE RECURRIN
SCHEDULE OF FAIR VALUE RECURRING BASIS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Assets fair value disclosure | $ 13,072,831 | |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Assets fair value disclosure | 13,072,831 | |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Assets fair value disclosure | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Assets fair value disclosure |
SCHEDULE OF WEIGHTED AVERAGE DI
SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 7,400,749 | 7,416,147 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 864,639 | 839,639 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,791,082 | 4,739,871 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 201,870 | 293,479 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,543,158 | 1,543,158 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
FDIC insured limit | $ 250,000 | |
Revenue | 119,800 | $ 46,000 |
Cash equivalents | 0 | 0 |
Allowance for doubtful accounts | 0 | 0 |
Impairment of long-lived assets | 0 | 0 |
Unrealized gain on marketable securities | $ 33,665 | |
Lease Agreement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Lease remaining term | 2 years | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment estimated useful lives | 3 years | |
Minimum [Member] | Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment estimated useful lives | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment estimated useful lives | 15 years | |
Maximum [Member] | Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment estimated useful lives | 5 years |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,196,842 | $ 931,620 |
Less: accumulated depreciation | (935,839) | (893,627) |
Property and equipment, net | 261,003 | 37,993 |
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 | 123,486 | 123,487 |
Computer Software and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 117,544 | 107,648 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 18,779 | 12,979 |
Manufacturing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 242,852 | 30,712 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 342,048 | $ 304,661 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 42,212 | $ 14,633 |
SCHEDULE OF FINITE LIVED INTANG
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, Net, beginning balance | $ 589,740 | $ 664,268 |
Finite Lived Intangible Assets, Amortization expense | (78,332) | (74,528) |
Consideration transferred for license exclusivity | 292,030 | |
Finite Lived Intangible Assets, Net, ending balance | 803,438 | 589,740 |
Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, beginning balance | 3,676 | 3,676 |
Finite Lived Intangible Assets, gross, beginning balance | $ 3,676 | 3,676 |
Finite Lived Intangible Assets, weighted average amortization period | ||
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, beginning balance | $ 1,301,500 | 1,301,500 |
Consideration transferred for license exclusivity | 292,030 | |
Finite Lived Intangible Assets, gross, beginning balance | $ 1,593,530 | 1,301,500 |
Finite Lived Intangible Assets, weighted average amortization period | 11 years 3 months | |
Accumulated Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, Accumulated amortization, beginning balance | $ (715,436) | (640,908) |
Finite Lived Intangible Assets, Amortization expense | (78,332) | (74,528) |
Finite Lived Intangible Assets, Accumulated amortization, ending balance | $ (793,768) | $ (715,436) |
SCHEDULE OF FINITE LIVED INTA_2
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 78,332 | $ 74,528 |
Patents and Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 3,676 | 3,676 |
Amortization expense | ||
Ending Balance | 3,676 | 3,676 |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 711,760 | 637,232 |
Amortization expense | 78,332 | 74,528 |
Ending Balance | 790,092 | 711,760 |
Accumulated Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 715,436 | 640,908 |
Amortization expense | 78,332 | 74,528 |
Ending Balance | $ 793,768 | $ 715,436 |
SCHEDULE OF FINITE LIVED INTA_3
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS FUTURE AMORTIZATION EXPENSES (Details) | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 89,131 |
2024 | 89,131 |
2025 | 89,131 |
2026 | 89,131 |
2027 | $ 89,131 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 21, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Payment to acquire intangible assets | $ 175,000 | ||
Fair value of warrants | $ 117,030 | ||
Warrant [Member] | |||
Stock issued new issues | 22,917 | 51,370 | 147,832 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 26,250 | $ 28,370 |
Accrued research and development expenses | 29,672 | |
Accrued general and administrative expenses | 103,822 | 76,928 |
Total accrued expenses | $ 130,072 | $ 134,970 |
SCHEDULE OF NOTES PAYABLE ACTIV
SCHEDULE OF NOTES PAYABLE ACTIVITY (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Disclosure [Abstract] | |
Loans payable outstanding beginning | $ 250,000 |
Issuances | |
Forgiveness | (250,000) |
Loans payable outstanding ending |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options Outstanding Beginning | 4,739,871 | 3,750,598 |
Weighted average exercise price, beginning balance | $ 11.78 | $ 4.40 |
Number of Options Granted | 51,370 | 4,862,710 |
Weighted average exercise price, granted | $ 2.92 | $ 9.91 |
Number of Options Exercised | (195,473) | |
Weighted average exercise price, exercised | $ 4 | |
Number of Options Exchanged or Forfeited | (3,677,964) | |
Weighted Average Exercise Price Exchanged or Forfeited | $ 3.39 | |
Number of Options Outstanding | 3 years 10 months 24 days | 4 years 10 months 24 days |
Number of warrants outstanding, exercised | 195,473 | |
Number of warrants outstanding, expired | (159) | |
Weighted average exercise price, expired | $ 16,083 | |
Number of Options Outstanding Ending | 4,791,082 | 4,739,871 |
Weighted average exercise price, ending balance | $ 10.71 | $ 11.78 |
Aggregate Intrinsic Value Outstanding Ending | ||
Number of Options Exercisable Ending | 4,791,082 | |
Weighted average exercise price, exercisable | $ 10.71 | |
Weighted Average Remaining Life in Years Outstanding Ending | 3 years 10 months 24 days | |
Aggregate Intrinsic Value Exercisable Ending |
SCHEDULE OF WARRANTS GRANTED AS
SCHEDULE OF WARRANTS GRANTED ASSUMPTIONS (Details) - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate | 4.40% | 0.98% |
Expected term (years) | 5 years | |
Expected volatility | 313.55% | 314% |
Expected dividends | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 4 years 1 month 6 days | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 5 years |
SCHEDULE OF STOCK WARRANTS (Det
SCHEDULE OF STOCK WARRANTS (Details) | Dec. 31, 2022 $ / shares shares |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, number of warrants | 4,791,082 |
Warrants exercisable, exercisable number of warrants | 4,791,082 |
Exercise Price One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 2.92 |
Warrants outstanding, number of warrants | 51,370 |
Warrants exercisable, weighted average remaining life in years | 4 years 10 months 24 days |
Warrants exercisable, exercisable number of warrants | 51,370 |
Exercise Price Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 10 |
Warrants outstanding, number of warrants | 4,501,937 |
Warrants exercisable, weighted average remaining life in years | 3 years 10 months 24 days |
Warrants exercisable, exercisable number of warrants | 4,501,937 |
Exercise Price Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 12 |
Warrants outstanding, number of warrants | 235,970 |
Warrants exercisable, weighted average remaining life in years | 3 years 10 months 24 days |
Warrants exercisable, exercisable number of warrants | 235,970 |
Exercise Price Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 60 |
Warrants outstanding, number of warrants | 250 |
Warrants exercisable, weighted average remaining life in years | 2 years |
Warrants exercisable, exercisable number of warrants | 250 |
Exercise Price Five [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 800 |
Warrants outstanding, number of warrants | 869 |
Warrants exercisable, weighted average remaining life in years | 1 year 9 months 18 days |
Warrants exercisable, exercisable number of warrants | 869 |
Exercise Price Six [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 2,240 |
Warrants outstanding, number of warrants | 50 |
Warrants exercisable, weighted average remaining life in years | 1 year 1 month 6 days |
Warrants exercisable, exercisable number of warrants | 50 |
Exercise Price Seven [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 2,800 |
Warrants outstanding, number of warrants | 264 |
Warrants exercisable, weighted average remaining life in years | 1 year 2 months 12 days |
Warrants exercisable, exercisable number of warrants | 264 |
Exercise Price Eight [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 3,400 |
Warrants outstanding, number of warrants | 264 |
Warrants exercisable, weighted average remaining life in years | 1 year 2 months 12 days |
Warrants exercisable, exercisable number of warrants | 264 |
Exercise Price Nine [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 4,000 |
Warrants outstanding, number of warrants | 55 |
Warrants exercisable, weighted average remaining life in years | 1 year 1 month 6 days |
Warrants exercisable, exercisable number of warrants | 55 |
Exercise Price Ten [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 8,000 |
Warrants outstanding, number of warrants | 19 |
Warrants exercisable, weighted average remaining life in years | 9 months 18 days |
Warrants exercisable, exercisable number of warrants | 19 |
Exercise Price Eleven [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 14,000 |
Warrants outstanding, number of warrants | 18 |
Warrants exercisable, weighted average remaining life in years | 6 months |
Warrants exercisable, exercisable number of warrants | 18 |
Exercise Price Twelve [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 16,000 |
Warrants outstanding, number of warrants | 16 |
Warrants exercisable, weighted average remaining life in years | 3 months 18 days |
Warrants exercisable, exercisable number of warrants | 16 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Options Outstanding Beginning | 839,639 | 1,215 |
Weighted Average Exercise Price Outstanding Beginning | $ 5.08 | $ 5.08 |
Number of Options Granted | 25,000 | 838,550 |
Weighted Average Exercise Price Granted | $ 4.92 | $ 5.08 |
Number of Options Expired | (126) | |
Weighted Average Exercise Price Expired | $ 5.08 | |
Number of Options Forfeited | ||
Weighted Average Exercise Price Forfeited | ||
Number of Options Outstanding Ending | 864,639 | 839,639 |
Weighted Average Exercise Price Outstanding Ending | $ 5.08 | $ 5.08 |
Weighted Average Remaining Life in Years Outstanding Ending | 7 years 9 months 18 days | |
Aggregate Intrinsic Value Outstanding Ending | ||
Number of Options Exercisable Ending | 578,628 | |
Weighted Average Exercise Price Exercisable Ending | $ 5.08 | |
Weighted Average Remaining Life in Years Exercisable Ending | 7 years 9 months 18 days |
SCHEDULE OF STOCK OPTION GRANTE
SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS (Details) - Equity Option [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Offsetting Assets [Line Items] | |
Risk free interest rate | 2.42% |
Expected term (years) | 3 years 6 months |
Expected volatility | 285.91% |
Expected dividends | 0% |
SCHEDULE OF UNVESTED RESTRICTED
SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares outstanding beginning | 293,480 |
Number of shares granted | 24,876 |
Number of shares forfeited | |
Number of shares vested | (116,486) |
Number of shares outstanding ending | 201,870 |
SCHEDULE OF STOCK OPTION EXPENS
SCHEDULE OF STOCK OPTION EXPENSE (Details) - Share-Based Payment Arrangement, Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based compensation expense | $ 12,612,862 | $ 23,108,955 |
Unrecognized expense | 2,097,941 | |
Research and Development Expense [Member] | ||
Stock-based compensation expense | 81,479 | |
Unrecognized expense | 803,257 | |
General and Administrative Expense [Member] | ||
Stock-based compensation expense | 12,612,862 | $ 23,027,476 |
Unrecognized expense | $ 1,294,684 | |
Weighted average remaining amortization period (years) | 8 months 23 days |
SCHEDULE OF STOCK COMPENSATION
SCHEDULE OF STOCK COMPENSATION BY AWARD TYPE (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation award | 12,612,862 | 23,108,955 |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation award | 7,741,864 | 19,411,976 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation award | 4,735,108 | 3,671,503 |
Shares Issued for Services [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation award | 135,890 | 25,476 |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||
Oct. 25, 2022 | Sep. 15, 2022 | Mar. 18, 2022 | Nov. 04, 2021 | Oct. 21, 2021 | Mar. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 08, 2022 | Dec. 10, 2021 | Dec. 09, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||||||||
Number of shares of common stock authorized | 12,612,862 | 23,108,955 | |||||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | 2,500,000 | 1,175,000 | |||||||||
Aggregate purchase of common stock, shares | 838,549 | ||||||||||||
Description of stock options held by officer and director | (i) Lance Alstodt, the Company’s President, Chief Executive Officer and Chairman of the Board: 335,538 shares, (ii) Francisco Silva, the Company’s Vice President of Research and Development and a director: 335,538 shares; (iii) Robert Kristal, the Company’s Chief Financial Officer: 10,490 shares; (iv) Robert Paccasassi, the Company’s Vice President of Quality Assurance and Regulatory Compliance: 8,277 shares; (v) Nickolay Kukekov, one of the Company’s directors: 25,236 shares; (vi) Patrick F. Williams, one of the Company’s directors: 10,490 shares; and (vii) David Rosa, one of the Company’s directors: 10,490 shares. | ||||||||||||
Vested common stock, shares | 15,898 | 5,000 | |||||||||||
Aggregate common stock services rendered | $ 135,888 | $ 25,476 | |||||||||||
Warrants issued | 4,791,082 | ||||||||||||
Number of option issued to purchase shares of common stock | 140,824 | ||||||||||||
Number of Options Granted | 25,000 | 838,550 | |||||||||||
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. | ||||||||||||
Exercise price | $ 5.08 | $ 5.08 | $ 5.08 | $ 13.50 | $ 5.08 | ||||||||
Weighted average grant date fair value of stock options granted | $ 4.88 | $ 5.05 | |||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares of common stock authorized | 4,735,108 | 3,671,503 | |||||||||||
Chief Executive Officer and Chairman of the Board and its Vice President [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of option issued to purchase shares of common stock | 24,876 | ||||||||||||
Exercise price | $ 4.21 | ||||||||||||
Patrick F Williams [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of Options Granted | 10,490 | ||||||||||||
Mr. Alstodt [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of option issued to purchase shares of common stock | 140,824 | ||||||||||||
Mr. Silva [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of option issued to purchase shares of common stock | 42,059 | ||||||||||||
Dr Nickolay Kukekov [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of option issued to purchase shares of common stock | 25,236 | ||||||||||||
Scientific Advisory Board [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of Options Granted | 110,767 | ||||||||||||
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 | ||||||||||||
Description of share based payment award vesting rights | vested to the extent of 50% on the date of grant, 25% on the one-year anniversary of the grant date and 25% on the two-year anniversary of the grant date. | ||||||||||||
Two Employment Agreements [Member] | Chief Executive Officer and Chairman of the Board and its Vice President [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of option issued to purchase shares of common stock | 293,479 | ||||||||||||
Exercise price | $ 47.60 | ||||||||||||
Fair value of restricted stock units | $ 13,969,624 | ||||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued new issues | 2,300,000 | ||||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share price | $ 13.50 | ||||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share price | $ 5.08 | ||||||||||||
Warrant [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued new issues | 22,917 | 51,370 | 147,832 | ||||||||||
Cashless exercise of warrants | 25,000 | 170,473 | |||||||||||
Warrants issued | 51,370 | ||||||||||||
Weighted average estimated fair value of warrants granted | $ 2.28 | $ 11.77 | |||||||||||
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 issued | 1,543,158 | ||||||||||||
Preferred stock, par value | $ 0.01 | ||||||||||||
Preferred stock, liquidation preference | $ 0.001 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares issued | 1,543,158 | 1,543,158 | |||||||||||
Preferred stock voting rights | The terms of the Series B are substantially identical to those of the Series A, except that, among other things, the limitation on beneficial ownership of common stock of the Company upon a conversion of the Series B into Common Stock, and the limitation on the number of votes attributable to the Series B, is 9.99% of the then outstanding Common Stock of the Company instead of 4.99% as provided for the Series A. | ||||||||||||
Preferred stock voting percentage | 9.99% | ||||||||||||
Series B Preferred Stock [Member] | Beneficial Ownership [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock voting percentage | 9.99% | ||||||||||||
Ownership percentage | 9.50% | ||||||||||||
Common Class B [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt conversion, converted instrument, shares issued | 25,000 | ||||||||||||
Conversion of stock shares | 1,518,158 | ||||||||||||
Common Class B [Member] | Auctus Fund LLC [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt conversion, converted instrument, shares issued | 25,000 |
SCHEDULE OF NET DEFERRED TAX AS
SCHEDULE OF NET DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 13,200,000 | $ 11,100,000 |
Stock-based compensation | 13,810,000 | 10,500,000 |
Research and development costs | 655,000 | |
Research & development tax credits | 330,000 | 358,000 |
Total deferred tax assets | 27,995,000 | 21,958,000 |
Depreciation | (106,000) | |
Intangible assets | (113,000) | (4,000) |
Total deferred tax liabilities | (219,000) | (4,000) |
Net deferred tax assets | 27,776,000 | 21,954,000 |
Valuation allowance | (27,776,000) | (21,954,000) |
Deferred tax asset, net of valuation allowance | ||
Change in valuation allowance | $ (5,822,000) | $ (7,856,000) |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | ||
Current | ||
Deferred | ||
Total income tax provision (benefit) |
SCHEDULE OF STATUTORY FEDERAL I
SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory blended income tax rates | 21% | 21% |
State statutory income tax rate, net of federal benefit | 5.60% | 5.60% |
Permanent differences | (1.80%) | (8.90%) |
Tax return to provision adjustment | 6.70% | |
Change in valuation allowance | (31.50%) | (17.70%) |
Effective tax rate |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal net operating loss carry-forwards | $ 59,900,000 | $ 10,300,000 |
Operating loss carry-forwards not subject to expiration | 51,900,000 | |
Deferred tax assets, operating loss carryforwards | 13,200,000 | 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 | 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 | $ 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, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating lease cost (cost resulting from lease payments) | $ 163,132 | $ 158,372 |
Net lease cost | 163,132 | 158,372 |
Operating lease - operating cash flows (fixed payments) | 163,132 | 158,372 |
Operating lease - operating cash flows (liability reduction) | 119,055 | 101,190 |
Non-current leases - right of use assets | 241,760 | 357,805 |
Current liabilities - operating lease liabilities | 139,328 | 119,055 |
Non-current liabilities - operating lease liabilities | $ 162,317 | $ 301,645 |
SCHEDULE OF FUTURE MINIMUM PAYM
SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES (Details) | Dec. 31, 2022 USD ($) |
Leases | |
2022 | $ 168,028 |
2023 | 173,060 |
Total future minimum lease payments | 341,088 |
Amount representing interest | (39,443) |
Present value of net future minimum lease payments | $ 301,645 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 1 Months Ended | 12 Months Ended |
Jun. 30, 2019 USD ($) | Dec. 31, 2022 USD ($) ft² | |
Weighted average incremental borrowing rate | 12% | |
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 ($) | 12 Months Ended | ||
Feb. 17, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||
Shares options, granted | 25,000 | 838,550 | |
Subsequent Event [Member] | Equity Option [Member] | |||
Subsequent Event [Line Items] | |||
Estimated fair value of granted | $ 1,745,000 | ||
Recognized stock-based compensation expense percentage | 562,500% | ||
Subsequent Event [Member] | Officers [Member] | |||
Subsequent Event [Line Items] | |||
Shares options, granted | 400,357 | ||
Vested and exercisable percentage | 50% | ||
Remaining percentage of options vested | 50% | ||
Subsequent Event [Member] | Board And Scientific Advisory [Member] | |||
Subsequent Event [Line Items] | |||
Shares options, granted | 228,660 |