Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 20, 2024 | |
Cover [Abstract] | ||
Entity Registrant Name | AXIM Biotechnologies, Inc. | |
Entity Central Index Key | 0001514946 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 291,458,824 | |
Entity File Number | 000-54296 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 27-4029386 | |
Entity Address Address Line 1 | 6191 Cornerstone Court | |
Entity Address Address Line 2 | E. Suite 114 | |
Entity Address City Or Town | San Diego | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 92121 | |
City Area Code | 858 | |
Local Phone Number | 923-4422 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Description | The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the period ended March 31, 2024, is to revise non-material typographical errors which occurred during the Edgarization process. The revisions are not material in nature, however this Amendment #1 corrects those issues. No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q. |
COSOLIDATED BALANCE SHEETS
COSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 96,711 | $ 156,457 |
Total current assets | 96,711 | 156,457 |
Property and equipment, net of accumulated depreciation | 127,510 | 134,067 |
Other Assets: | ||
Intangible Asset 510k License and Patents-Eye Care Division, net | 3,496,369 | 3,594,981 |
Security deposit | 9,014 | 9,014 |
Operating lease right-of-use asset | 205,012 | 227,029 |
Total other assets | 3,710,395 | 3,831,024 |
TOTAL ASSETS | 3,934,616 | 4,121,548 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,624,946 | 2,781,068 |
Lease liability obligations (see Note 13) current portion | 91,306 | 94,829 |
Due to related parties | 11,000 | 21,500 |
Advances from shareholders | 338,170 | 295,170 |
Deferred Revenue | 250,148 | 303,127 |
Derivative Liability Conversion feature | 2,487,235 | 2,482,723 |
Total current liabilities | 4,802,805 | 5,978,417 |
Long-term liabilities: | ||
Convertible note payable (including accrued interest of $97,792 and $76,163 respectively) net of unamortized debt discount of $1,168,296 and $1,209,806, respectively(see note 8) | 1,500,335 | 1,408,766 |
Convertible note payable - related parties (including accrued interest of $203,202 and $160,091, respectively)(Net of unamortized debt discount of $852,548 and $631,123, respectively See note 8) | 4,961,779 | 4,253,968 |
Lease liability obligations (see Note 13) | 118,031 | 137,044 |
Total long-term liabilities | 6,580,145 | 5,799,778 |
TOTAL LIABILITIES | 11,382,950 | 11,778,195 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized 278,429,403 and 245,929,403 shares issued and outstanding, respectively | 27,843 | 24,593 |
Stock subscription receivable | (19,543) | (24,475) |
Additional paid in capital | 65,005,073 | 64,528,043 |
Common stock to be issued | 15,400 | 0 |
Accumulated deficit | (72,477,157) | (72,184,858) |
TOTAL STOCKHOLDERS' DEFICIT | (7,448,334) | (7,656,647) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 3,934,616 | 4,121,548 |
Convertible Preferred Stock Series C [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | 50 | 50 |
Preferred Stock Convertible Series B [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | $ 0 | $ 0 |
COSOLIDATED BALANCE SHEETS (Par
COSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares, issued | 278,429,403 | 245,929,403 |
Common stock, shares, outstanding | 278,429,403 | 245,929,403 |
Convertible Note Payable - Related Party | ||
Accrued interest | $ 203,202 | $ 160,091 |
Unamortized debt discount | 852,548 | 631,123 |
Convertible Note Payable [Member] | ||
Accrued interest | 97,792 | 76,163 |
Unamortized debt discount | $ 1,168,296 | $ 1,209,806 |
Convertible Preferred Stock Series C [Member] | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 500,000 | 500,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 |
Preferred Stock Convertible Series B [Member] | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 500,000 | 500,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 0 | 0 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||
Revenues | $ 52,979 | $ 7,397 |
Operating Expenses: | ||
Research and development expenses | 15,495 | 20,336 |
Selling, general and administrative | 331,040 | 590,940 |
Depreciation and amortization | 108,007 | 106,755 |
Total operating expenses | 454,542 | 718,031 |
Loss from operations | (401,563) | (710,634) |
Other (income) expenses: | ||
Miscellaneous income | (5,000) | |
Derivative Liability insufficient shares | 0 | 2,033,074 |
(Gain) loss on change in value of derivative liability | (334,345) | 98,640 |
Loss on extinguishment/conversion of debt | 6,400 | (172,731) |
Amortization of note discount | 60,084 | 35,172 |
Interest expense | 163,597 | 57,839 |
Total other expenses | (109,264) | 2,051,994 |
Loss before provision of income tax | (292,299) | (2,762,628) |
Provision for income tax | 0 | 0 |
Loss from operations | (292,299) | (2,762,628) |
NET INCOME (LOSS) | (292,299) | (2,762,628) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (292,299) | $ (2,762,628) |
Earnings per share | ||
Basic | $ (0.001) | $ (0.013) |
Diluted | $ (0.001) | $ (0.013) |
Weighted average common shares outstanding - basic and diluted | 261,396,070 | 214,494,489 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Total | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock [Member] | Common Stock | Preferred Stock | Series A Convertible Preferred Stock [Member] | Common stock to be issued | Additional Paid-In Capital | Subscription receivable | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2022 | 500,000 | 192,441,917 | ||||||||
Balance, amount at Dec. 31, 2022 | $ (4,825,412) | $ 50 | $ 19,245 | $ 135,000 | $ 59,191,469 | $ (46,000) | $ (64,125,176) | |||
common stock issued under s-1, shares | 8,000,000 | |||||||||
common stock issued under s-1, amount | 175,000 | $ 800 | 169,200 | 5,000 | ||||||
common stock issued against common stock to be issued, shares | 1,000,000 | |||||||||
common stock issued against common stock to be issued, amount | 0 | $ 100 | (135,000) | 134,900 | ||||||
Common stock issued on conversion of debt, shares | 22,207,486 | |||||||||
Common stock issued on conversion of debt, amount | 688,432 | $ 2,220 | 686,212 | |||||||
Debt Discount modifications issuance of notes | 459,522 | 459,522 | ||||||||
Stock based compensation - stock options | 103,822 | 103,822 | ||||||||
Net Loss | (2,762,628) | (2,762,628) | ||||||||
Balance, shares at Mar. 31, 2023 | 500,000 | 223,649,403 | ||||||||
Balance, amount at Mar. 31, 2023 | (6,161,264) | $ 50 | $ 22,365 | 0 | 60,745,125 | 5,000 | (66,887,804) | |||
Balance, shares at Dec. 31, 2022 | 500,000 | 192,441,917 | ||||||||
Balance, amount at Dec. 31, 2022 | (4,825,412) | $ 50 | $ 19,245 | 135,000 | 59,191,469 | (46,000) | (64,125,176) | |||
Balance, shares at Dec. 31, 2023 | 500,000 | 245,929,403 | ||||||||
Balance, amount at Dec. 31, 2023 | (7,656,647) | $ 50 | $ 24,593 | 64,528,043 | (24,475) | (72,184,858) | ||||
common stock issued under s-1, shares | 12,500,000 | |||||||||
common stock issued under s-1, amount | 95,599 | $ 1,250 | 89,417 | 4,932 | ||||||
Stock based compensation - stock options | 9,613 | 9,613 | ||||||||
Net Loss | (292,299) | (292,299) | ||||||||
Stock issued in settlement of claim, shares | 20,000,000 | |||||||||
Stock issued in settlement of claim, amount | 380,000 | $ 2,000 | 378,000 | |||||||
Common stock to be issued pursuant to stock puchase agreement | $ 15,400 | 15,400 | ||||||||
Balance, shares at Mar. 31, 2024 | 47,727,750 | 500,000 | 278,429,403 | |||||||
Balance, amount at Mar. 31, 2024 | $ (7,448,334) | $ 0 | $ 50 | $ 27,843 | $ 0 | $ 0 | $ 15,400 | $ 65,005,073 | $ (19,543) | $ (72,477,157) |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (292,299) | $ (2,762,628) |
Depreciation and amortization | 108,007 | 106,755 |
Derivative Liability insufficient Shares | 0 | 2,033,074 |
Stock based compensation | 9,613 | 103,822 |
Amortization of prepaid expenses | 42,858 | |
Amortization of debt discount | 60,084 | 35,172 |
Amortization of deferred rent | (519) | |
Non Cash Loss (gain) on extinguishment of debt | 6,400 | (172,731) |
decrease in other assets | 10,825 | |
Non-cash interest expense | 98,857 | |
Change in fair value of derivative | (334,345) | 98,640 |
Changes in operating assets & liabilities: | ||
Decrease in due to related parties | (10,500) | |
Increase in shareholder advances | 43,000 | 150,000 |
Increase (decrease) in accounts payable and accrued expenses | 112,175 | 219,651 |
Decrease in deferred revenue | (52,979) | (7,397) |
Net cash provided by (used in) operating activities | (252,506) | (141,959) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (2,839) | |
Net cash provided by (used in) investing activities | (2,839) | 0 |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible note | 100,000 | |
Common stock issued under registration statement on Form S-1 | 95,599 | 175,000 |
Repayment of first insurance funding | (26,781) | |
Net cash provided by (used in) financing activities | 195,599 | 148,219 |
Net (decrease) increase in cash and cash equivalents | (59,746) | 6,260 |
Cash and cash equivalents at beginning of year | 156,457 | 47,282 |
Cash and cash equivalents at end of year | 96,711 | 53,542 |
CASH PAID DURING THE PERIOD FOR: | ||
Interest | 0 | |
Income taxes - net of tax refund | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock issued against common stock to be issued | 135,000 | |
Initial derivative liability at issuance of notes | 338,857 | |
Common stock issued against CS subscription | 4,932 | 40,000 |
Common Stock to be issued against settlement of debt | 15,400 | |
Convertible note converted to common stock | 688,432 | |
Initial debt discount on extinguishment of notes | 209,522 | |
Convertible debt issued against settlement of liabilities | 1,194,555 | 250,000 |
Initial debt discount at issuance of notes | $ 240,000 | $ 250,000 |
ORGANIZATION
ORGANIZATION | 3 Months Ended |
Mar. 31, 2024 | |
ORGANIZATION | |
ORGANIZATION | NOTE 1: ORGANIZATION AXIM Biotechnologies, Inc. (the “Company”) was originally incorporated in Nevada on November 18, 2010, as Axim International Inc. On July 24, 2014, the Company changed its name to AXIM Biotechnologies, Inc. to better reflect its business operations. The Company’s principal executive office is located at 6191 Cornerstone Court E Suite 114 San Diego, California 92121. On October 16, 2018, the Company formed a wholly owned disregarded entity Marina Street, LLC as part of improvement of internal control over cash management and bank activities. In March 2020, we acquired Sapphire Biotech, Inc. (“Sapphire”), a diagnostic healthcare solutions company, changing our business operations. Sapphire’s operations are located in the greater San Diego, California area. Russia-Ukraine and Israeli-Hamas wars impact and related risks The ongoing wars in Russia-Ukraine and Israeli-Hamas conflict could impact global supply chains. This could impact business operations by effecting the company’s ability to procure necessary supplies and equipment. This could possibly interrupt the continuing sale of tests which would eliminate the company’s only source of revenue. In addition to operational adjustments, the consequences of the Russia-Ukraine and Israeli- Hamas conflicts have led to uncertainties related to The Company’s business growth and ability to forecast the demand for its diagnostic testing and resulting revenues. The full extent to which the Russia-Ukraine and Israeli- Hamas conflicts and the various responses to it might impact The Company’s business, operations and financial results will depend on numerous evolving factors that are not subject to accurate prediction and that are beyond The Company’s control. In addition the impact of inflation on the Company’s ability to purchase supplies and manufacture products in a cost effective manner is currently unknown. In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China. The COVID-19 pandemic, as it was declared by the World Health Organization, has continued to spread and has already caused severe global disruptions. The extent of COVID-19’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. We expect COVID-19, along with the resulting government-imposed restrictions on businesses, to negatively impact our operations due to decreased consumer demand as well as potential production and warehouse limitations which results in an event or condition, before consideration of management’s plans, that could impact our ability to meet future obligations. |
ACQUISITION OF INTELLECTUAL PRO
ACQUISITION OF INTELLECTUAL PROPERTY OF ADVANCED TEAR DIAGNOSTIC LLC | 3 Months Ended |
Mar. 31, 2024 | |
ACQUISITION OF INTELLECTUAL PROPERTY OF ADVANCED TEAR DIAGNOSTIC LLC | |
ACQUISITION OF INTELLECTUAL PROPERTY OF ADVANCED TEAR DIAGNOSTIC, LLC. | NOTE 2: ACQUISITION OF INTELLECTUAL PROPERTY OF ADVANCED TEAR DIAGNOSTIC, LLC. AXIM entered into two substantially contemporaneous transactions to acquire patents and 510(K) Licenses from Advance Tear Diagnostics, LLC (the “Seller”) (collectively, the “Asset Acquisition”) for a total amount of $4,520,000. The first transaction occurred on July 29, 2021, in which AXIM purchased five patents (the “Patents”) from the Seller for $250,000 (which includes assuming and paying $30,000 of the Seller’s liabilities). The bulk of the purchase price ($210,000) was in a note that requires seven equal monthly payments of $30,000, which payment started on September 3, 2021. The second transaction occurred on August 26, 2021, in which AXIM purchased certain eye disease diagnostic technology, which consisted of a 510(K) license for Lactoferrin, a biomarker for dry eye disease and a 510(K) license for IgE, a biomarker for allergic ocular reaction (collectively, the “510(K) Licenses”). The purchase price for the 510(K) Licenses was $4,270,000, which price was paid by issuing to the Seller 7 million shares of AXIM restricted common stock. Together, the Patents and the 510(K) Licenses constitute the acquired technology asset (the “Technology Asset”), which for accounting purposes, are considered one unit of account. We are amortizing the Technology Asset ratably over the 9.1 years average remaining life of the Patents. The net value of these intangibles as of December 31, 2023 and March 31, 2024 is $3,594,981 and $3,496,369 respectively. In accordance with FASB’s requirements for accounting for business combinations (FASB Accounting Standards Codification, Topic 805, Business Combinations |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 3: BASIS OF PRESENTATION: The unaudited condensed consolidated financial statements of AXIM Biotechnologies, Inc. (formerly Axim International, Inc.) as of March 31, 2024, and 2023 have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Axim Biotechnologies, Inc. and its wholly owned subsidiaries Axim Holdings, Inc., Marina Street LLC, Axim Biotechnologies (the Netherland Company) and Sapphire Biotech, Inc. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
GOING CONCERN | |
GOING CONCERN | NOTE 4: GOING CONCERN The Company’s unaudited condensed consolidated financial statements have been presented assuming that the Company will continue as a going concern. As shown in the unaudited condensed consolidated financial statements, the Company has negative working capital of $4,706,095 and has an accumulated deficit of $72,477,157, has cash used in operating activities of operations $252,506. During the three months ended March 31, 2024 and 2023, the Company raised additional capital of $95,599 and $175,000 through Stock Purchase Agreements. This capital provides funds for research, development, and ongoing operations. The Company intends to raise substantial additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. That will raise a doubt about the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
BASIS OF PRESENTATION | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 5: SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during reporting periods. Actual results could differ from these estimates. Significant estimates are assumptions about collection of accounts receivable, useful life of intangible assets, impairment analysis, derivative liability and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate, for leases weighted number of life and discount rate. Operating lease We lease property under various operating leases which are disclosed on our Balance sheet in accordance with ASC 842. Risks and uncertainties The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows; ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth. Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a materially adverse impact on the Company. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. Beginning in late 2019, the outbreak of a novel strain of virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes coronavirus disease 2019, or COVID-19, has evolved into a global pandemic. The extent of the impact of the coronavirus outbreak on the Company’s business will depend on certain developments, including the duration and spread of the outbreak and the extent and severity of the impact on the Company’s clinical trial activities, research activities and suppliers, all of which are uncertain and cannot be predicted. At this point, the extent to which the coronavirus outbreak may materially impact the Company’s financial condition, liquidity or results of operations is uncertain. The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which would materially and adversely affect its business, financial condition and operations. There have been no material changes in the accounting policies from those disclosed in the financial statements and the related notes included in the Form 10-K. Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company had no cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company had no uninsured balances at March 31, 2024 and December 31, 2023. The Company has never experienced any losses related to these balances. Accounts Receivable It is the Company’s policy to review accounts receivable at least on a monthly basis for conductibility and follow up with customers accordingly. Covid19 has slowed collection as our customers are in a mandated pause. We do not have geographic concentration of customers. Concentrations At March 31, 2024, there was no accounts receivable. For the three months ended March 31, 2024 and 2023, one customer accounted for 100% of total revenue. Revenue was all generated from normal operations for the three months ending March 31, 2024 and March 31, 2023. Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful life. New assets and expenditures that extend the useful life of property or equipment are capitalized and depreciated. Expenditures for ordinary repairs and maintenance are charged to operations as incurred. The Company’s property and equipment relating to operations consisted of the following at March 31, 2024 and December 31, 2023, respectively. March 31, 2024 December 31, 2023 Equipment of operations $ 259,631 $ 256,792 Less: accumulated depreciation 132,121 122,725 $ 127,510 $ 134,067 Depreciation expense was $9,396 and $8,143 for the three months ended March 31, 2024 and March 31, 2023, respectively. Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. We conduct an impairment analysis for goodwill annually in the fourth quarter or more frequently if indicators of impairment exist or if a decision is made to sell or exit a business. Significant judgments are involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, negative developments in equity and credit markets, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among others. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill. There is no goodwill balance as of March 31, 2024 or December 31, 2023. Impairment of Indefinite-Lived Intangible Assets For indefinite-lived intangible assets such as in-process research and development (IPRD), we conduct an impairment analysis annually in the fourth quarter or more frequently if indicators of impairment exist. We first perform a qualitative assessment to determine if it is more likely than not that the carrying amount of each of the in-process research and development assets exceeds its fair value. The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows. If we determine it is more likely than not that the fair value is less than its carrying amount of the in-process research and development assets, a quantitative assessment is performed. The quantitative assessment compares the fair value of the in-process research and development assets to its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized for the excess. There are no Indefinite-Lived Intangible Assets balance as of March 31, 2024 and December 31, 2023 respectively. Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment and definite-lived intangible assets, to determine whether indicators of impairment exist that warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. If the Company determines that events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, the Company evaluates the realizability of its long-lived assets (asset group) based on a comparison of projected undiscounted cash flows from use and eventual disposition with the carrying value of the related asset. Any write-downs (which are measured based on the difference between the fair value and the carrying value of the asset) are treated as permanent reductions in the carrying amount of the assets (asset group). As at March 31, 2024 and December 31, 2023, none of the Company’s long-lived assets were deemed impaired. The Company’s intangible assets relating to operations consisted of the following at March 31, 2024 and December 31, 2023, respectively: March 31, December 31, 2024 2023 Patents $ 250,000 $ 250,000 Licenses 4,270,000 4,270,000 4,520,000 4,520,000 Less: accumulated amortization 1,023,631 925,019 $ 3,496,369, $ 3,594,981 Estimated aggregate amortization expense for each of the five succeeding years ending December 31 is as follows: 2024 2025 2026 2027 2028 2029 and onwards Amortization expense $ 292,618 $ 391,230 $ 391,230 $ 391,230 $ 391,230 $ 1,638,831 Amortization expense recorded for the three months ended March 31, 2024 and March 31, 2023 was $98,612 and $98,612; respectively. Revenue Recognition The Company follows the guidance contained in Topic 606 (FASB ASC 606). The core principle of Topic 606 (FASB ASC 606) is that an entity should recognize revenue to depict the transfer of goods of services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revenue recognition guidance contained in Topic 606, to follow the five-step revenue recognition model along with other guidance impacted by this standard: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transportation price; (4) allocate the transportation price; (5) recognize revenue when or as the entity satisfies a performance obligation. All revenue was from operations that were divested. Revenues are recognized when title for goods is transferred; non-refundable fees and proceeds from irrevocable agreements recognized when inflows or other enhancements of assets of the Company are received. Revenues from operations recognized for the three months ended March 31, 2024 and March 31, 2023 amounted to $52,979 and $7,397, respectively. Collaboration Revenue Revenue recognition for collaboration agreements will require significant judgment. The Company’s assessments and estimates are based on contractual terms, historical experience and general industry practice. Revisions in these values or estimations have the effect of increasing or decreasing collaboration revenue in the period of revision. On August 21, 2020, the Company entered into a Distribution, License and Supply Agreement (“License Agreement”) with Empowered Diagnostics, LLC (“Empowered Diagnostics”“). The License Agreement provides Empowered Diagnostics with a right to commercialize the Company’s products worldwide with the exception of Mexico. Under the License Agreement, the Company is responsible for applying for and obtaining necessary regulatory approvals in the US and EU, as well as marketing, sales and distribution of the products. Empowered Diagnostics will pay a transfer price for all licensed products, and upon achievement of certain regulatory and sales milestones, the Company may receive payments from Empowered Diagnostics equal to 8% of the monthly gross revenue. Agreement continues until terminated by mutual consent or uncorrected breach. This agreement with Empowered Diagnostics was terminated in February, 2022. The Company did not recognize any revenue from this agreement. Grant Income In 2021 the Company has received government grants to drive its research and development efforts. Through these government grants, the government has provided funding for the Company to perform research and development activities which will assist in developing its products. The Company believes the government entities funding these grants are interested in the Company advancing its underlying technologies through research activities and not providing incentives for hiring employees or building facilities that would suggest that the grant monies are not for specific research activities. These grants were not renewed and are no longer in effect. In determining how to classify the monies received under government grants, the Company acknowledges that there is no specific guidance under US GAAP and that the FASB and AICPA have often drawn upon the guidance in IAS 20 for classification. In considering the alternatives provided by IAS 20 for the presentation of these grants in the Company’s financial statements, the Company believes that recognizing the government grant proceeds as a component of other revenue is a better reflection of the economics of the arrangements as the Company earns the funding through the performance of research and development which is not one of the Company’s primary business activities or central to its operations. The Company believes that presenting research and development funding from government grants, as other revenue provides consistency in our financial reporting. The Company also believes that this presentation clearly presents to users of its financial statements in one line the Company’s sources of funding from these grants. The Company notes that there are no contingencies associated with the receipt of or ability to retain the funds under the grant, other than undertaking and performing the related research and development activities. The Company recognizes funds received from contractual research and development services and from government grants as other revenue. These contracts and grants are not considered an ongoing major and central operation of the Company’s business. Our Income from Grants from Government for the three months ended March 31, 2024 and March 31, 2023, was $-0- and $-0- respectively. Cost of Sales Cost of sales includes the purchase cost of products sold and all costs associated with getting the products to the customers including buying and transportation costs. There was no cost of sales incurred for the three months ended March 31, 2024 and 2023. Shipping Costs Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in general and administrative expenses. There were no shipping costs incurred for the three months ended March 31, 2024 and 2023. Fair Value Measurements The Company applies the guidance that is codified under ASC 820-10 related to assets and liabilities recognized or disclosed in the financial statements at fair value on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Company’s financial instruments are cash and cash equivalents, accounts receivable, accounts payable, notes payable, and long-term debt. The recorded values of cash and cash equivalents and accounts payable approximate their fair values based on their short-term nature. The recorded values of notes payable and long-term debt approximate their fair values, as interest approximates market rates. ASC 820-10 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820-10 requires valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows: Fair Value Hierarchy Inputs to Fair Value Methodology Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Quoted prices for similar assets or liabilities; quoted markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the financial instrument; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from, or corroborated by, observable market information Level 3 Pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption is unobservable or when the estimation of fair value requires significant management judgment All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2024. Total Level 1 Level 2 Level 3 Derivative liabilities $ 2,487,235 $ - $ - $ 2,487,235 December 31, 2023: Total Level 1 Level 2 Level 3 Derivative liabilities $ 2,482,723 $ - $ - $ 2,482,723 Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities.” Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instruments are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Income Taxes The Company follows Section 740-10, Income tax (“ASC 740-10”) Fair Value Measurements and Disclosures of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax Bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets 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 the Statements of Operations in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including reversals of any existing taxable temporary differences, projected future taxable income, tax planning strategies, and the results of recent operations. If the Company determines that it would be able to realize a deferred tax asset in the future in excess of any recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. No amounts were accrued for the payment of interest and penalties as of March 31, 2024 and December 31, 2023. The Company is not aware of any uncertain tax positions that could result in significant additional payments, accruals, or other material deviation for the three months ended March 31, 2024 and March 31, 2023 . On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “Cares Act”) was enacted. The CARES Act included loans and grants to certain businesses, and temporary amendments to the Internal Revenue Code which changed net loss carryforward and back provisions and the business interest expenses limitation. Under the CARES Act provisions, the most relevant income tax considerations to the Company relate to the amounts received under the Paycheck Protection Program loan program and the possible forgiveness of those loans by the SBA. On December 21, 2020, the U.S. president has signed into law the “Consolidated Appropriations Act, 2021” which includes further COVID-19 economic relief and extension of certain expiring tax provisions. The relief package includes a tax provision clarifying that businesses with forgiven PPP loans can deduct regular business expenses that are paid for with the loan proceeds for federal tax purposes. Additional pandemic relief tax measures include an expansion of the employee retention credit, enhanced charitable contribution deductions, and a temporary full deduction for business expenses for food and beverages provided by a restaurant. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company had $-0- and $-0- allowance for doubtful accounts at March 31, 2024 and December 31, 2023, respectively and had $-0- accounts receivable at March 31, 2024 and December 31, 2023. Net Loss per Common Share Net loss per common share is computed pursuant to section 260-10-45 Earnings Per Share (“ASC 260-10”) of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding and the member potentially outstanding during each period. In periods when a net loss is experienced, only basic net loss per share is calculated because to do otherwise would be anti-dilutive. Basic and diluted net loss per share of common stock, par value $0.0001 per share (“Common Stock”) is presented in conformity with ASC 260-10 “Earnings Per Share.” Diluted net loss per share is the same as basic net loss per share for the three months ended March 31, 2024 and 2023 as the inclusion of 24,118,329 in stock options, 2,469,247 in warrants, and 343,290,099 in convertible notes, and convertible preferred stock of 500,000 would be anti-dilutive. There were common share equivalents 370,377,675 at March 31, 2024 and 185,766,420 at March 31, 2023. For the three months ended March 31, 2024 and 2023 these potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share. Stock Based Compensation All stock-based payments to employees and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock-based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable the measurement date is the date the award is issued. The Company accounts for stock options issued to non-employees based on the estimated fair value of the awards using the Black-Scholes option pricing model in accordance with ASC 505-50, Equity-Based Payment to Non-employees Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three months ended March 31, 2024 and March 31, 2023, The Company incurred research and development expenses of $15,495 and $20,336 from operations, respectively. The Company has entered into various agreements with CROs. The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued liabilities on the balance sheet. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. In November 2021, the FASB issued a new accounting standard around the recognition and measurement of contract assets and contract liabilities from revenue contracts with customers acquired in a business combination. The new standard clarifies that contract assets and contract liabilities acquired in a business combination from an acquiree should initially be recognized by applying revenue recognition principles and not at fair value. The standard is effective for interim and annual periods beginning on January 1, 2023, and early adoption is permitted. The impact of this standard will depend on the facts and circumstances of future transactions. In August 2020, the FASB issued ASC Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in Update No. 2020-06 simplify |
PROMISSORY NOTE
PROMISSORY NOTE | 3 Months Ended |
Mar. 31, 2024 | |
PROMISSORY NOTE | |
PROMISSORY NOTE | NOTE 6: PROMISSORY NOTE On December 31, 2019, Sapphire Biotech, Inc. had entered into a Debt Exchange Agreement whereas the Company assumed three (3) loans totaling $128,375 of Debt owned by Sapphire Diagnostics, LLC which had an interest rate of 6% per annum. In the same Debt Exchange Agreement, the Company assumed four (4) additional loans made to Sapphire in 2019, which had an interest rate of 6% per annum. All seven (7) loans totaling $310,000, plus the aggregate interest accrued thereon of $14,218 making the face value of the new note $324,218. As of March 31, 2024 and December 31, 2023 respectively, the principal and accrued interest balances were $380,832 and $378,067 respectively. The note was refinanced January 27, 2022. With an effective date of April 01, 2022 the Note is convertible into Axim common shares at a strike price of $0.1075 per share. The interest rate is 3% compounded monthly. The note is due January 27, 2032. This note now shows as a long term convertible note payable (see Note 9). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7: RELATED PARTY TRANSACTIONS Related Party The Company has an employment agreement with Catalina Valencia at a rate of $15,000 per month commencing March 17, 2020. The agreement can be terminated with 30 days’ notice by either party. The Company has a consulting agreement with Glycodots LLC whereby it will provide the services of Dr. Sergei A. Svarovsky at a rate of $15,000 per month commencing March 17, 2020. The agreement can be terminated with 30 days’ notice by either party. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
CONVERTIBLE NOTES PAYABLE | |
CONVERTIBLE NOTES PAYABLE | NOTE 8: CONVERTIBLE NOTES PAYABLE The following table summarizes convertible note payable of related parties as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Convertible note payable, due on November 1, 2026, interest at 3.5% p.a. $ 4,000,000 $ 4,000,000 Convertible notes Payable MMI due on December 26, 2033 and March 28,2034 interest at 5.25% p.a. (7) 200,000 100,000 Convertible Note Payable John Huemoeller due on January 23, 2033 interest at 4.0% p.a. (6) 250,000 250,000 Convertible Note Payable John Huemoeller due on March 1, 2034 interest at 4.25% p.a. (6) 250,000 Convertible note payable, due on February 10, 2032, interest at 3.0% p. a. (5) 375,000 375,000 Convertible notes payable due to Board of directors due on March 15, 2034 interest at 4.25% p.a. see 9 below 140,000 Convertible note Payable CFO see 9 below 53,500 Convertible notes due to employees due on March 1, 2034 interest at 4.25 % p.a. see 9 below 342,625 Accrued Interest 203,202 160,091 Total $ 5,814,327 $ 4,885,091 Less: unamortized debt discount/finance premium costs 852,548 631,123 Convertible notes payable related parties, net 4,961,779 4,253,968 The interest on this note is payable bi-annually every May 1 and November 1. On May 1, 2020, the Company agreed to modify its existing convertible note with a principal balance of $4 million, 3.5% interest rate convertible note with the current holder of that note. There were two changes to the existing agreement – (a) the conversion price was reduced from the $1.50 conversion price in the original Note to $0.25 cents in the modified Note and (b) the term of the note was extended from the original maturity date of November 1, 2021, to November 1, 2026. The Company’s stock closed trading on the day of the modification at $0.13 per share. The amendment of this convertible Note was also evaluated under ASC Topic 470-50-40,”Debt Modifications and Extinguishments.” Based on the guidance, the instruments were determined to be substantially different due to the change in the conversion price being substantial, and debt extinguishment accounting was applied. The fair value of the modified convertible note was not different than the carrying value of the original note as such no extinguishment loss was recorded, The Note prior to the amendment of approximately $4 million, and the fair value of the Note and embedded derivatives after the amendment of approximately $4 million. There were no unamortized debt issuance costs and the debt discount associated with the original 2018 Note. On January 23, 2023, Creditor agreed to waive and forfeit all interest accrued on the MMI Note through December 31, 2023, in the aggregate amount of $261,537, and to waive all prior defaults on the MMI Note through the Effective Date. Interest shall accrue on the MMI Note at the original rate of 3.5% per annum through September 30, 2023, and be payable on that date. Thereafter interest will be payable on a monthly basis beginning on August 1, 2023. In addition, the Conversion Price for the MMI Note is hereby reduced from $0.25 to $0.075 the reduction in conversion price was also effective January 23, 2023. This Agreement serves to modify and amend the MMI Note as set forth herein, in all other respects the terms of the MMI Note remain in full force and effect. The Company determined that the debt modification including conversion feature added resulted in a debt extinguishment due to the change in the fair values exceeding 10% of the debt carrying value. As a result of the debt modification the company recorded a gain on Extinguishment of debt in the amount of $261,537. For the three months ended March 31, 2024 and March 31, 2023, interest expense was $35,000 and $35,000, respectively. As of March 31, 2024 and December 31, 2023, the balance of secured convertible note was $4,175,000 and $4,140,000 which included $175,000 and $140,000 accrued interest, respectively. The following table summarizes convertible note payable as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. (1) $ 484,478 $ 484,478 Convertible Note Payable, due on January 27,2032 interest at 3% p.a. (4) 367,931 367,931 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. (2) 500,000 500,000 Convertible note payable, due on February 10, 2032, interest at 3.0% p. a. (5) 425,000 1,150,000 Convertible note payable, due on December 31, 2034, interest at 3% p.a. (3) 190,000 190,000 Convertible note payable, due on May 23, 2033, interest at 3.75% p.a. see 8 below 250,000 250,000 Convertible note payable, due on May 23, 2033, interest at 3.75% p.a. see 8 below 325,000 325,000 Convertible note payable due March 1, 2034 interest at 4.25% p.a. see 9 below 28,430 Accrued interest (The accrued interest and principal are both included in the captions titled “convertible note payable” in the balance sheet) 97,792 76,163 Total 2,668,631 2,618,572 Less: unamortized debt discount/finance premium costs (1,168,296 ) (1,209,806 ) Convertible note payable, net $ 1,500,335 $ 1,383,416 (1) On September 16, 2016, we entered into a convertible note purchase agreement (the “Convertible Note Purchase Agreement” or “Agreement”) with a third-party investor. Under the terms of the Convertible Note Purchase Agreement the investor may acquire up to $5,000,000 of convertible notes from the Company. With various closings, under terms acceptable to the Company and the investor as of the time of each closing. Pursuant to the Agreement, on September 16, 2016 the investor provided the Company with $850,000 secured convertible note financing pursuant to four (4) Secured Convertible Promissory Notes (the “Notes”). Each of the Notes matures on October 1, 2029, and pay 3.5% compounded interest paid bi-annually. The Note are secured by the assets of the Company, may not be pre-paid without the consent of the holder, and are convertible at the option of the holder into shares of the Company common stock at a conversion price equal to $0.04 per share. As of March 31, 2024 and December 31, 2023 respectively, the balance of secured convertible notes was $506,145 and $501,811, which included $17,333 and $17,333 accrued interest, respectively. See below for debt modification treatment. (2) On October 20, 2016, a third-party investor provided the Company with $1,000,000 secured convertible note financing pursuant to three (3) Secured Convertible Promissory Notes (the “Notes”). Each of the Notes mature on October 1, 2029 and pay 3.5% compounded interest paid bi-annually. The Notes are secured by the assets of the Company, may not be pre-paid without the consent of the holder, and are convertible at the option of the holder into shares of the Company’s common stock at a fixed conversion price equal of $0.2201 per share. The investor paid cash of $500,000 for one of the Notes and issued to the Company two (2) secured promissory notes of $250,000 each for two (2) Convertible Notes of $250,000 each. The two secured promissory notes issued by the investor (totaling $500,000) as payment for two (2) secured Notes totaling $500,000 mature on February 1, 2017 ($250,000) and March 1, 2017 ($250,000), bear interest at the rate of 1% per annum, are full recourse and additionally secured by 10,486,303 shares of Medical Marijuana, Inc. (Pink Sheets symbol: MJNA) and were valued at $858,828 based upon the closing price of MJNA on October 20, 2016. A debt discount was recorded related to beneficial conversion feature inn connection with this convertible note of $499,318, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. As of March 31, 2024 and December 31, 2023 respectively, this note has not been converted and the balance of secured convertible notes was $517,888 and $517,888, which included $22,360 and $17,888 accrued interest, respectively. See below for debt extinguishment treatment. (1) & (2) On January 23, 2023, Creditor agreed to waive and forfeit all interest accrued on the Secured Notes through December 31, 2023, in the aggregate amount of $216,572. All prior defaults on the Secured Notes are hereby waived through the Effective Date, and the next interest payments due on each of the Secured Notes is extended from April 1, 2023, to July 1, 2023. In addition, the Conversion Price for each of the Secured Notes is hereby reduced from $0.2201 to $0.04. The Agreement served to modify and amend each of the Secured Notes as set forth above, in all other respects the terms of the Secured Notes remained in full force and effect. The Company determined that the debt modification including conversion feature added resulted in a debt extinguishment due to the change in the fair values exceeding 10% of the debt carrying value. The Renegotiation of the above TL-66 notes was deemed to be a debt extinguishment resulting in Amortization of the remaining debt discount of $381,760 and recognition of the Beneficial conversion feature upon modification of $209,522. And a gain on conversion of $35,537 calculated by comparing fair value of new note to old note including accrued interest. (3) On December 31, 2019, Sapphire Biotech, Inc. entered into a Convertible Note Purchase Agreement whereas the Company issued a convertible note with a face value of $190,000 with a compounding interest rate of 3% per annum, the interest shall be payable annually beginning on December 31, 2020 until the maturity date of December 31, 2034, at which time all principal and interest accrued thereon shall be due and payable. The Convertible Note is secured by substantially all the Company’s tangible and intangible assets. In addition, the Convertible Note includes various non-financial covenants including the Company may not enter into any agreement, arrangement or understanding of any kind that would result in a transaction, or series of transactions, that would result in the sale of 50% or more of the Company’s capital stock without the prior approval of the holder. Upon issuance, the Convertible Note was convertible into shares of the Company’s common stock at $1.90 per share. At December 31, 2019, the Company determined that the Convertible Note contained a beneficial conversion feature for which a full discount was recorded on the Convertible Note. The fair market value of the Company’s common stock was based upon the estimated per share acquisition price per the pending acquisition of the Company. The discount of $190,000 will be amortized using the effective interest method and will be fully amortized by December 31, 2034. On March 17, 2020, the Company entered into a Share Exchange Agreement (“Agreement”) with Sapphire Biotech, Inc., a Delaware corporation (“Sapphire”) and all of the Sapphire stockholders (collectively, the “Sapphire Stockholders”). Following the closing of the transaction, Sapphire will become a wholly owned subsidiary of AXIM. Under the terms of the Agreement, the Company intends to assume the convertible notes in the principal amounts of $190,000. After the acquisition, the Convertible Note was able to convert 6,000,000 shares of Axim’s common stock. Upon assumption of the note, the Company recorded a beneficial conversion feature of $190,000. As of March 31, 2024 and December 31, 2023, the balance of secured convertible note was $197,127 and $195,701, which included $5,701 and $7,126 accrued interest, respectively. On January 27, 2023, Creditor agreed to waive and forfeit all interest accrued on the Sapphire Note through December 31, 2023, in the aggregate amount of $17,115 and to waive all prior defaults on the Sapphire Note through the Effective Date. This was not deemed to be a debt extinguishment since the waiver of accrued interest was not deemed to produce a change in cash flow greater than 10%. The company recorded a gain on modification of $17,117 resulting from forgiveness of accrued interest. The share conversion formula was also changed on January 23, 2023 to .031667 on the full outstanding balance at time of conversion. (4) On January 27, 2022, Sapphire Biotech entered into a debt exchange agreement (effective April 1, 2022) whereas the company exchanged a convertible note with a balance of 367,931 including accrued interest for a new note charging interest at a rate of 3% per annum first interest payment due January 27, 2023 compounded monthly. The maturity date is January 27, 2032. Upon issuance was convertible into shares of the Company’s common stock at a conversion price of $0.10 per share. As of March 31, 2024 and December 31, 2023, the balance of secured convertible note was $380,832 and $378,066, which included $12,901 and $10,135 accrued interest, respectively. This was not deemed to be a debt extinguishment. On January 23, 2023, Creditor agreed to waive and forfeit all interest accrued on the TL-66 Note through January 27, 2023, in the aggregate amount of $11,190, and to waive all prior defaults on the TL-66 Note through the Effective Date. This was not deemed to be a debt extinguishment since the waiver of accrued interest was not deemed to produce a change in cash flow greater than 10%. The company recorded a gain on modification of $11,190 resulting from forgiveness of accrued interest. (5) Convertible Notes Effective February 10, 2022, the Company issued seven convertible notes to a series of investors having an aggregate face value of $1,325,000 in exchange for $1,325,000 in cash (the “Convertible Notes”). One of the Convertible Notes, face value $25,000, was purchased by Blake N. Schroeder who is a director of the Company. Each of the Convertible Notes is (i) unsecured; (ii) bears interest at a rate of 3% per annum; (iii) matures on February 10, 2032; and (iv) is convertible, in whole or in part, at any time by the holder, into restricted shares of the Company’s common stock at a conversion price equal to the lesser of $0.08125 or 70% of the average of the two lowest closing prices of the Company’s common stock in the ten trading days preceding any particular conversion, provided, the holder is prohibited from converting the convertible note, or portion thereof, if such conversion would result in beneficial ownership by the holder and its affiliates of more than 4.999% of Company’s issued and outstanding common stock as of the date of the conversion. A debt discount was recorded related to beneficial conversion feature in connection with this convertible note of $1,325,000, which to be amortized over the life of the note or until the note is converted or repaid. During the three months ended March 31, 2024, $175,000 of the note and accrued interest of $2,840 was retired and converted to 5,665,636 common shares valued at $349,535 and as a result recognized a loss on extinguishment of $111,807, including cancellation of balance debt discount of $167,571 and a gain due to cancellation of derivative liabilities as of date of settlement of $227,459 During the three months ended March 31, 2024, $350,000 of the note and accrued interest of $30,858 was retired and converted to 22,207,486 common shares valued at $688,432 and as a result of the debt modification the company recognized a loss on extinguishment of $626,414, including cancellation of balance debt discount of $318,840 and a loss on issuance of the shares of $307,574 and a gain due to cancellation of derivative liabilities as of date of settlement of $624,490. As of March 31, 2024 and December 31, 2023, respectively, the principal and accrued interest balances were $828,735 and $822,735 respectively, which include accrued interest of $28,735 and $22,735, respectively. During the three months ended March 31, 2024 and March 31, 2023 respectively, the Company amortized the debt discount on all the notes of $60,084, $35,172, respectively. As of March 31, 2024 and December 31, 2023, unamortized debt discount was $2,020,844 and $1,840,929, respectively. Convertible Note payable – related party (officer) (6) As of December 31, 2023, the Company owed to the Executive, for employment in his capacity as CEO of AXIM, $512,500 of unpaid salary which is overdue and payable immediately. Executive and AXIM desired to enter into this Agreement in order resolve the Amount Due in a way that preserves the Company’s working capital and incentivizes and retains Executive. Executive agreed to Issuance of Convertible Note as Partial Satisfaction of the Amount Due. $250,000 of the Amount Due will be paid by issuing to Executive a convertible note, face value $250,000 (the “Convertible Note”) Executive agreed that he shall waive/forfeit $50,000 of the Amount Due, leaving a remaining balance after such waiver of $212,500 ($512,500 minus $250,000 for the Convertible Note = $262,500 minus $50,000 waiver = $212,500), which shall not be payable at any time prior to July 1, 2023, and that Executive shall have no right prior to July 1, 2023 to seek payment of the remaining balance of the Amount Due. Executive further agrees that if in the reasonable discretion of the Board of Directors full payment of the remaining balance of the Amount Due on July 1, 2023 ($212,500) is too burdensome for the Company’s working capital position at that time, then Executive will either grant an additional 3-month extension for the payment of the remaining Amount Due or engage in good faith discussions with the Board in order to enter into a payment plan for the remaining Amount Due, or a combination of both. Payment of Principal and Interest. From the date of this Convertible Note (the “Note” or “Convertible Note”), interest shall be payable annually on the basis of a three hundred sixty (360) day year and compounded on a yearly basis at a rate equal to Four Percent (4%) per annum (the “Interest Rate”). beginning on January 23, 2024 until the maturity date of January 23, 2033, at which time all principal and interest accrued thereon shall be due and payable. Upon issuance, the Convertible Note was convertible into shares of the Company’s common stock at $0.01 per share. At January 23, 2023, the modification date, the Company determined that the Convertible Note contained a beneficial conversion feature for which a full discount was recorded on the Convertible Note. The fair market value of the Company’s common stock was based upon the estimated per share acquisition price per the pending acquisition of the Company. The discount of $250,000 will be amortized using the effective interest method and will be fully amortized by January 23, 2033. This is a new note accounted for by recording the note at face value and a debt discount of $250,000 which will be amortized over the life of the note. A second note was issued March 15, 2024 also for 250,000 also in payment of accrued salary Payment of Principal and Interest. From the date of this Convertible Note (the “Note” or “Convertible Note”), interest shall be payable annually on the basis of a three hundred sixty (360) day year and compounded on a yearly basis at a rate equal to Four Percent (4.25%) per annum (the “Interest Rate”). beginning on March 15, 2024 until the maturity date of March 1, 2034, at which time all principal and interest accrued thereon shall be due and payable. Upon issuance, the Convertible Note was convertible into shares of the Company’s common stock at $0.02 per share. As of March 31, 2024 and December 31, 2023 the balance due on these notes was $512,333 and $259,361 including accrued interest of $12,333 and $9,361 respectively. Convertible note related party MMI (7) The Company entered into a Convertible Note Purchase Agreement (“CNPA”) with its affiliated shareholder, Medical Marijuana, Inc. pursuant to the CNPA, the Company has issued an initial note dated December 26, 2023, in the principal amount of $100,000. Due December 26, 2033. Interest payable at 5.25% beginning December 26, 2024. The note is convertible at the lesser of 0.01 or 70% of the average two lowest closing prices of the company’s stock in the ten trading days prior to any particular conversion. A second note for 100,000 was issued March 28, 2024 on the same terms The Board of Directors also approved the CNPA and the sale and the further issuance of notes in the aggregate principal amount of $750,000 to Medical Marijuana, Inc. As of March 31, 2024 and December 31, 2023 the balance due on the note was $201,385 and $100,073 including accrued interest of $1,385 and $73- respectively. (8) Effective May 23, 2023, the Company issued 5 convertible notes to a series of investors having an aggregate face value of $575,000 in exchange for $575,000 in cash. Each of the Convertible Notes is (i) unsecured; (ii) bears interest at a rate of 3.75% per annum; (iii) matures on May 23, 2033; and (iv) is convertible, in whole or in part, at any time by the holder, into restricted shares of the Company’s common stock at a conversion price equal to the lesser of $0.01 or 70% of the average of the two lowest closing prices of the Company’s common stock in the ten trading days preceding any particular conversion, provided, the holder is prohibited from converting the convertible note, or portion thereof, if such conversion would result in beneficial ownership by the holder and its affiliates of more than 4.999% of Company’s issued and outstanding common stock as of the date of the conversion. A debt discount was recorded related to beneficial conversion feature in connection with this convertible note of $575,000, which to be amortized over the life of the note or until the note is converted or repaid. (9) On March 15, 2024, AXIM Biotechnologies, Inc. (the “Company”) issued Convertible Notes, having an aggregate face value of $814,555 (the “Notes”), to (i) its independent directors for past due director fees, (ii) certain officers and contractors of the Company for past due salaries and fees for services rendered, and (iii) employees of its wholly-owned subsidiary, Sapphire Biotech, Inc. (“Sapphire”), for past due salaries. The Notes pay annual interest at the rate of 4.25% annually which shall accrue until the maturity date of March 1, 2034 (“Maturity Date”), at which time all principal and interest accrued thereon shall be due and payable. Two of the Notes, aggregate face value $135,625, require a 25% payment of principal on each annual anniversary of the Notes (“Version 1 Notes”). The four Notes issued to the independent directors, aggregate face value of $140,000, are convertible into common stock of the Company at a conversion price of $0.01 (“Version 2 Notes”). The remaining Notes, aggregate face value $674,555, are convertible into common stock of the Company at a conversion price of $0.02 (“Version 3 Notes”). All of the Notes are restricted from converting into the Company's common stock until the earlier of the two-year anniversary of the Notes or at any time after the six-month anniversary of the Notes if the Company's common stock closes at or above $.20 for 30 consecutive days. In addition, the Notes. may not be sold, transferred, pledged or hypothecated by the holder at any time. In total, the $814,555 aggregate face value of the Notes are convertible into 47,727,750 shares of the Company's common stock. The note to John Huemoeller was accounted for as disclosed above. As of March 31, 2024 and December 31, 2023 the balance due on the note was $593,417 and $588,026 including accrued interest of $18,417 and $13,026 respectively. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
DERIVATIVE LIABILITIES | |
DERIVATIVE LIABILITIES | NOTE 9: DERIVATIVE LIABILITIES Upon the issuance of certain convertible note payable having a variable conversion rate, the Company determined that the features associated with the embedded conversion option embedded in the debt, should be accounted for at fair value, as a derivative liability. During 2023 the company issued derivative instruments and on the dates of issuance the Company estimated the fair value of the embedded derivatives of $1,465,000 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 150.19%, (3) risk-free interest rate of 3.92, and (4) expected life of 10 years. The value of notes $675,000 was debited to beneficial conversion feature and the balance $790.000 was recorded as non-cash interest expenses under interest expenses in statement of operation. During 2024 the company issued derivative instruments and on the dates of issuance the Company estimated the fair value of the embedded derivatives of $338,857using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 150.19%, (3) risk-free interest rate of 3.92, and (4) expected life of 10 years. The value of notes $240,000 was debited to beneficial conversion feature and the balance $98,857 was recorded as non-cash interest expenses under interest expenses in statement of operation. On March 31, 2024, the Company estimated the fair value of the embedded derivatives of $2,487,235 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 150%, (3) risk-free interest rate of 3.92%, and (4) expected life of 9.86 years. The change of $334,345 was recorded as gain on change in fair value of derivative liabilities for the three months ended March 31, 2024. On December 31, 2023, the Company estimated the fair value of the embedded derivatives of $2,482,723 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 150.19%, (3) risk-free interest rate of 3.88%, and (4) expected life of 9.86 years. The change of $ 6.618 was recorded as gain on change in fair value of derivative liabilities for the year ended December 31, 2023. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months ended March 31, 2024 and 2023: Balance, December 31, 2023 $ 2,482,723 Issuance of convertible note payable 338,857 Issuance of shares in exchange for convertible note payable Mark to market (334,345 ) Balance, March 31, 2024 $ 2,487,235 |
STOCK INCENTIVE PLAN
STOCK INCENTIVE PLAN | 3 Months Ended |
Mar. 31, 2024 | |
STOCK INCENTIVE PLAN | |
STOCK INCENTIVE PLAN | NOTE 10: STOCK INCENTIVE PLAN On May 29, 2015 the Company adopted its 2015 Stock Incentive Plan. Under the Plan the Company may issue up to 10,000,000 S-8 shares to officers, employees, directors or consultants for services rendered to the Company or its affiliates or to incentivize such parties to continue to render services. S-8 shares are registered immediately upon the filing of the Plan and are unrestricted shares that are free-trading upon issuance. On May 20, 2021 the board consent increased the issue up to 20,000,000 shares. Subsequently that amount was raised to 40,000,000 shares As of March 31, 2024 and December 31, 2023, there were 25,881,671 and 9,806,000 shares available for issuance under the Plan. On May 9, 2023 2,000,000 in options were issued with a strike price of 0.21 per share vesting over 6 months. On September 1, 2023, 1,000,000 in options were issued with a strike price of 0.023 per share vesting over 3 months. For the three months ended March 31, 2024 and March 31, 2023, the Company recorded compensation expense of $9,613 and $103,822 respectively. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 3 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 11: STOCKHOLDERS’ DEFICIT Preferred Stock The Company has authorized 5,000,000 shares of preferred stock, with a par value of $0.0001 per share. Of the 5,000,000 authorized preferred shares, 4,000,000 are undesignated “blank check” preferred stock. The Company may issue such preferred shares and designate the rights, privileges and preferences of such shares at the time of designation and issuance. As of March 31, 2024 and December 31, 2023 there are -0- and -0- shares of undesignated preferred shares issued and outstanding, respectively. There are zero shares issued and outstanding of Series A and Series B Preferred stock as of March 31, 2024 and December 31, 2023. Series C Convertible Preferred Stock On August 17, 2016 the Company designated up to 500,000 shares of a new Series C Convertible Preferred Stock (Series C Preferred Stock). The holders of the Series C Preferred are entitled to elect four members to the Company’s board of directors and are entitled to cast 100 votes per share on all other matters presented to the shareholders for a vote. Each share of Series C Convertible Preferred is convertible into one share of the Company’s common stock. The Series C Convertible Preferred designation contains a number of protective and restrictive covenants that restrict the Company from taking a number of actions without the prior approval of the holders of the Series C Preferred or the unanimous vote of all four Series C Directors. If at any time there are four Series C Directors, one such director must be independent as that term is defined in the Series C designation. Any challenge to the independence of a Series C Director is a right conferred only upon the holders of the Series B Convertible Preferred Stock and may only be made by the holders of the Series B Convertible Preferred Stock. On August 18, 2016 the Company issued all 500,000 shares of its newly designated Series C Preferred Stock to MJNA Investment Holdings, LLC in exchange for cash of $65,000. As the holders of the Series C Preferred Stock, MJNA Investment Holdings, LLC has designated Dr. Timothy R. Scott, John W. Huemoeller II, Robert Cunningham and Blake Schroeder as their four Series C Directors. On February 20, 2019, MJNA Investment Holdings LLC (“Seller”) sold its 500,000 shares of AXIM Biotechnologies, Inc.’s, a Nevada corporation (the “Company”) Series C Preferred Stock to Juniper & Ivy Corporation, a Nevada corporation (“Purchaser”) for a purchase price of $500,000 (the “Purchase Price”) pursuant to a Preferred Stock. Purchase Agreement (the “Purchase Agreement”). Payment of the Purchase Price was made as follows (i) a $65,000 payment made by check payable to Seller, which Purchaser borrowed from an unrelated third-party and which has no recourse against the Series C Preferred Stock or assets of Purchaser (the “Loan”), and (ii) the issuance by Purchaser to Seller of a promissory note, face value, $435,000, which has no recourse against the Series C Preferred Stock or assets of Purchaser (the “Note”). The Company’s Chief Executive Officer John W. Huemoeller II is the President of Purchaser. Mr. Huemoeller provided a personal guaranty for the Loan and the Note. The holders of the Series C Preferred Stock are entitled to elect four members to the Company’s Board of Directors and are entitled to cast 100 votes per share on all other matters presented to the shareholders for a vote. As a result of this transaction, a change in control has occurred. Common Stock The Company has authorized 1,000,000,000 shares of common stock, with a par value of $0.0001 per share. As of March 31, 2024 and December 31, 2023, the Company had 278,429,403 and 245,929,403 shares of common stock issued and outstanding, respectively. 2024 Transactions: The company issued 20,000,000 shares valued at $380,000 as part of a settlement of claims. The company issued under S-1 12,500,000 for cash of $95,599. 2023 Transactions: One million shares were issued in satisfaction of Common stock to be issued. Eight million shares were issued during the first quarter of 2023 pursuant to the Company’s S-1 in exchange for $175,000, $40,000 of which was received in April 2023. On July 14, 2022, the Company entered into the Equity Purchase Agreement with Cross & Company, pursuant to which we have the right to “put,” or sell, up to $30,000,000 worth of shares of our common stock to Cross. As provided in the Equity Purchase Agreement, we may require Cross to purchase shares of our common stock from time to time by delivering a put notice to Cross specifying the total number of shares to be purchased (such number of shares multiplied by the purchase price described below, the “Investment Amount”); provided there must be a minimum of ten trading days between delivery of each put notice. We may determine the Investment Amount, provided that such amount may not be more than 300% of the average daily trading volume in dollar amount for our common stock during the five trading days preceding the date on which we deliver the applicable put notice, unless waived by Cross in its sole discretion. Additionally, such amount may not be lower than $10,000 or higher than $250,000. Cross will have no obligation to purchase shares under the Equity Line to the extent that such purchase would cause Cross to own more than 4.99% of our issued and outstanding shares of common stock. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
STOCK OPTIONS AND WARRANTS | |
STOCK OPTIONS AND WARRANTS | NOTE 12: STOCK OPTIONS AND WARRANTS Options to purchase common stock are granted at the discretion of the Board of Directors, a committee thereof or, subject to defined limitations, an executive officer of the Company to whom such authority has been delegated. Options granted to date generally have a contractual life of ten years. The stock option activity for the three months ended March 31, 2024 and December 31, 2023 is as follows: Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2022 21,860,715 $ 0.13 Granted 3000000 0.02 Exercised Expired or canceled (742,386 ) 0.057 Outstanding at December 31, 2023 24,118,329 $ 0.013 Granted Exercised Expired or Cancelled Outstanding March 31, 2024 24,118,329 $ 0.013 The following table summarizes the changes in options outstanding, option exercisability and the related prices for the shares of the Company’s common stock issued to employees and consultants under a stock option plan at March 31, 2024 and December 31, 2023: As of March 31, 2024 Options Outstanding Options Exercisable Weighted Average Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 0.15 24,118,329 7.75 $ 0.013 23,898,740 $ 0.013 As of December 31, 2023 Options Outstanding Options Exercisable Weighted Average Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 0.15 24,118,329 8.0 $ 0.013 22,313,683 $ 0.013 The Company determined the value of share-based compensation for options vested using the Black-Scholes fair value option-pricing model with the following weighted average assumptions: March 31, December 31, 2024 2023 Expected life (years) 10 10 Risk-free interest rate (%) 3.53 3.53 Expected volatility (%) 224 224 Dividend yield (%) - - Weighted average fair value of shares at grant date $ 0.013 $ 0.013 For the three months ended March 31, 2024 and March 31, 2023 stock-based compensation expense related to vested options was $9,613 and $103,822 respectively. Warrants The following table summarizes warrant activity during the three months ended March 31, 2024 and 2023: Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 3,025,000 $ 0.71 Granted 519,247 0.31 Exercised Outstanding at December 31, 2023 3,544,247 $ 0.65 Forfeited/Cancelled (1,075,000 ) Outstanding at March 31, 2024 2,469,247 $ 0.65 All outstanding warrants are exercisable at March 31, 2024 and there was no unrecognized stock-based compensation expense related to warrants. |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
COMMITMENT AND CONTINGENCIES | |
COMMITMENT AND CONTINGENCIES | NOTE 13: COMMITMENT AND CONTINGENCIES On January 2, 2019 the Company entered into the term of Executive’s employment agreement, at a base salary of $10,000 per month with John W. Huemoeller II to serve as its Chief Executive Officer. The Company and Executive acknowledge and agree that Executive’s employment hereunder shall at all times be “at will,” which means that either Executive may resign at any time for any reason or for no reason, and that the Company may terminate Executive’s employment at any time for any reason or for no reason, in either case, subject to the applicable provisions of this Agreement. In further consideration for Executive’s services and subject to the approval of the Board, Executive will be granted an option to purchase 2,000,000 shares of the Company’s common stock (the “Option Shares”). The option will be subject to the terms and conditions applicable to stock options granted under the Company’s 2015 Stock Incentive Plan, as amended from time to time (the “Plan”), and as described in the Plan and the stock option agreement, which Executive will be required to sign. 50% of the Option Shares shall vest on the date of grant and the remaining 50% of the Option Shares shall vest on the 12- month anniversary of the grant date, subject to Executive’s continued employment by the Company. The exercise price per share will be equal to the fair market value per share on the date of grant, as determined by the last closing price of the Company’s common stock the day prior to grant. Beginning in October 2019, the board decided to increase CEO base salary to $35,000 per month. On April 24, 2017 the company entered into an employment agreement with Robert Malasek, its Chief Financial Officer and Secretary. The agreement does not have a set term and may be terminated at any time by the Company or Mr. Malasek with proper notice. The shares were issued in the 1 st Industry Sponsored Research Agreement— Sapphire entered into the Industry Sponsored Research Agreement (“SRA”) effective February 7, 2020 to test and confirm the inhibitory activity of SBI-183 (exclusively licensed on January 13, 2020) and SBI-183 analogs, including those synthesized by the Company. The testing will include cell-based in vitro assays, NMR binding studies and testing to determine if SBI-183 enhances the activity of cytotoxic drugs in vitro. Animal studies will also be conducted under the SRA. Specifically, SBI-183 analogs will be evaluated in a mouse model of triple negative breast cancer using human tumor xenografts. The work will be performed over a period of one year with the total cost of the SRA totaling $150,468 paid prior to acquisition. For the year December 31, 2021, the Company recorded research and development expenses of $284,869. This agreement is now being renegotiated. On August 25, 2020, we signed an exclusive licensing, manufacturing and distribution agreement with Empowered Diagnostics LLC to execute the high-volume production of our rapid point-of-care diagnostic test. AXIM and Empowered have completed the technology transfer and Empowered Diagnostics has built out their production facility to be able to manufacture millions of our neutralizing antibody tests for COVID-19 per month. In exchange for this license Empowered will pay Axim a royalty on net sales on all licensed products sold by Empowered covered by this license which global with the exception of Mexico. This agreement was cancelled in February, 2022. On September 15, 2022, the company entered into a license and distribution agreement for its Lactoferrin dry eye test, Ige allergy test for allergic conjunctivitis and quantitative MMp-9 test to identify ocular surface inflammation. The licensee is Versea Ophthalmics, LLC, A Delaware Limited Liability Company. The agreement will provide Verséa with the exclusive commercial right to AXIM’s proprietary portfolio of point-of-care (POC) lab testing readers and three key biomarker diagnostic tests designed specifically to assist eye-care physicians in detecting and quantifying biomarkers associated with aqueous deficient Dry Eye Disease and non-specific allergic conjunctivitis. The three AXIM’s key biomarker tests – the Ocular Immunoglobulin E (IgE) test, the Lactoferrin test, and the future MMP-9 test – require the collection of 0.5 microliters in tears and provide quantitative results in under 10 minutes, an industry-leading return time. Verséa plans to launch IgE and Lactoferrin tests at the upcoming 2022 American Academy of Ophthalmology (AAO) and American Academy of Optometry (AAOPT) conferences. The MMP-9 test is anticipated to follow in the next 18-24 months. In recent months, AXIM has been preparing for the scaling of production of its tests in anticipation of an agreement such as the one reached with Verséa and is now prepared to support new orders associated with the agreement and subsequent launch. Due to the Agreement, the positions of: (i) National Sales Director; and (ii) Chief Medical Officer held by Jeff Busby and Dr. Joseph Tauber, respectively, were no longer necessary for Company operations and, therefore, eliminated. The Company received an initial license fee of $150,000 and has the right to cancel the agreement if minimum sales targets are not reached. This amount was recorded as deferred revenue and amortized over 5 years beginning September 15, 2022. During the three months ended March 31, 2024 and 2023, the Company amortized $7,479 and $7,397. The carrying balance as of March 31, 2024 and December 31, 2023 was $103,648 and $111,209, respectively. The Company also received $192,000 towards sale of its IgE and Lactoferrin tests. The tests were not shipped as of December 31, 2023 so the amount was disclosed as deferred revenue as of December 31, 2023. During the quarter ending March 31, 2024 4,550 in tests were shipped at 11 per test resulting in revenue recognition of $45,500; leaving a carrying value of $146,500. Operating Lease Lease Agreement—On March 29, 2023, Sapphire entered into a 3-year lease agreement (“Lease”) renewal to stay in the same space. with monthly base rent in the 1st year $8,014, 2nd year $8,335 and 3rd year $8668 and a final payment of $9,014 at implicit interest rate of 6%. Upon commencement of the Lease, the lease will expire on May 31, 2026. Operating Leases - Right of Use Assets and Purchase Commitments Right of Use Assets We have operating leases for office space that expire through 2026. Below is a summary of our right of use assets and liabilities as of March 31, 2024. Right-of-use assets $ 205,012 Lease liability obligations, current $ 91,306 Lease liability obligations, noncurrent 118,031 Total lease liability obligations $ 209,337 Weighted-average remaining lease term 2.17 years Weighted-average discount rate 6 % The following table summarizes the lease expense for the three months ended March 31, 2024 and March 31, 2023: March 31, March 31, 2024 2023 Operating lease expense $ 28,869 * $ 19,104 Short-term lease expense - 11,637 Total lease expense $ 28,869 $ 30,741 *We recorded $28,869 of operating lease expense this includes $4,827 of maintenance charges. Approximate future minimum lease payments for our lease liability over the remaining lease periods as of March 31, 2024, are as follows: 2024 $ 74,694 2025 102,684 2026 43,686 Total minimum payments 221,064 Add: deferred rent 4,327 Less: amount representing interest (16,054 ) Total $ 209,337 Litigation Litigation: The company has been named as a defendant in the following legal action: Innovative Medical Supplies, LLC v. Advanced Tear Diagnostics, LLC, Case No. 37-2021-00032000-CU-FR-CTL filed in the Superior Court of the State of California, County of San Diego. Allegations: The Company has been named as a defendant in this litigation. The Second Amended Complaint (“SAC”) alleges causes of action of Fraud; Conspiracy to Defraud; Unjust Enrichment/Constructive Trust, Intentional Interference with Contract; and Interference with Economic Relations against the Company. The SAC prays for relief of Compensatory damages and other Special, general and consequential damages of not less than $280,586 as well as Punitive and exemplary damages and attorney fees and cost of suit. AXIM Demurred and brought a Motion to Strick as to the SAC. That motion is pending before the Court. Status: The litigation has settled. Settlement: The Company has entered into a Settlement Agreement with the Plaintiff’s manager to fully resolve the matter in its entirety. However, there is a dispute as to who has control over the Plaintiff limited liability company. The Court has scheduled an Evidentiary hearing with the intent to resolve the control issue and the enforceability of the Settlement Agreement. Effective February 7, 2024, the Company entered into a confidential Global Settlement Agreement Pursuant to the Settlement, the Company agreed to pay the following compensation to IMS: a total cash payment of $100,000 payable in various payments over a 24 month period; a $0.35 cassette sales participation payment on all single dry eye lateral flow test cassettes sold by the Company up to a total of $475,000, with such payments having no limit as to the time it takes to reach $475,000; and the issuance of 20,000,000 restricted shares of Company common stock. The restricted shares of common stock are non-transferable, restricted from sale for 12 months, and thereafter, the right to sell the shares is subject to “drip-out” sales volume limitation not to exceed 1% of the Company’s issued and outstanding shares of common stock every 90 days, which such drip-out right is not cumulative. These financial statements reflect a loss resulting from the settlement agreement in the amount of $955,000. As of March 31, 2024, $543,000 is outstanding. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 14: SUBSEQUENT EVENTS The company issued 6,000,000 shares in settlement of a liability. On May 17, 2024 the company received $50,000 from MMI in exchange for a note. During April and May 2024 the company received $75,000 in additional advance from shareholder bring the total to $403,170. The company received $18,543 against stock subscriptions receivable. In April and May 2024, the company issued an additional 6 million shares of its common stock under its S-1 in exchange for $49,582. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
BASIS OF PRESENTATION | |
Use of estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during reporting periods. Actual results could differ from these estimates. Significant estimates are assumptions about collection of accounts receivable, useful life of intangible assets, impairment analysis, derivative liability and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate, for leases weighted number of life and discount rate. |
Operating lease | We lease property under various operating leases which are disclosed on our Balance sheet in accordance with ASC 842. |
Risks and uncertainties | The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows; ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth. Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a materially adverse impact on the Company. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. Beginning in late 2019, the outbreak of a novel strain of virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes coronavirus disease 2019, or COVID-19, has evolved into a global pandemic. The extent of the impact of the coronavirus outbreak on the Company’s business will depend on certain developments, including the duration and spread of the outbreak and the extent and severity of the impact on the Company’s clinical trial activities, research activities and suppliers, all of which are uncertain and cannot be predicted. At this point, the extent to which the coronavirus outbreak may materially impact the Company’s financial condition, liquidity or results of operations is uncertain. The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which would materially and adversely affect its business, financial condition and operations. There have been no material changes in the accounting policies from those disclosed in the financial statements and the related notes included in the Form 10-K. |
Cash equivalents | The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company had no cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company had no uninsured balances at March 31, 2024 and December 31, 2023. The Company has never experienced any losses related to these balances. |
Accounts Receivable | It is the Company’s policy to review accounts receivable at least on a monthly basis for conductibility and follow up with customers accordingly. Covid19 has slowed collection as our customers are in a mandated pause. We do not have geographic concentration of customers. |
Concentrations | At March 31, 2024, there was no accounts receivable. For the three months ended March 31, 2024 and 2023, one customer accounted for 100% of total revenue. Revenue was all generated from normal operations for the three months ending March 31, 2024 and March 31, 2023. |
Property and equipment | Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful life. New assets and expenditures that extend the useful life of property or equipment are capitalized and depreciated. Expenditures for ordinary repairs and maintenance are charged to operations as incurred. The Company’s property and equipment relating to operations consisted of the following at March 31, 2024 and December 31, 2023, respectively. March 31, 2024 December 31, 2023 Equipment of operations $ 259,631 $ 256,792 Less: accumulated depreciation 132,121 122,725 $ 127,510 $ 134,067 Depreciation expense was $9,396 and $8,143 for the three months ended March 31, 2024 and March 31, 2023, respectively. |
Intangible Assets | Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. We conduct an impairment analysis for goodwill annually in the fourth quarter or more frequently if indicators of impairment exist or if a decision is made to sell or exit a business. Significant judgments are involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, negative developments in equity and credit markets, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among others. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill. There is no goodwill balance as of March 31, 2024 or December 31, 2023. Impairment of Indefinite-Lived Intangible Assets For indefinite-lived intangible assets such as in-process research and development (IPRD), we conduct an impairment analysis annually in the fourth quarter or more frequently if indicators of impairment exist. We first perform a qualitative assessment to determine if it is more likely than not that the carrying amount of each of the in-process research and development assets exceeds its fair value. The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows. If we determine it is more likely than not that the fair value is less than its carrying amount of the in-process research and development assets, a quantitative assessment is performed. The quantitative assessment compares the fair value of the in-process research and development assets to its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized for the excess. There are no Indefinite-Lived Intangible Assets balance as of March 31, 2024 and December 31, 2023 respectively. Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment and definite-lived intangible assets, to determine whether indicators of impairment exist that warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. If the Company determines that events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, the Company evaluates the realizability of its long-lived assets (asset group) based on a comparison of projected undiscounted cash flows from use and eventual disposition with the carrying value of the related asset. Any write-downs (which are measured based on the difference between the fair value and the carrying value of the asset) are treated as permanent reductions in the carrying amount of the assets (asset group). As at March 31, 2024 and December 31, 2023, none of the Company’s long-lived assets were deemed impaired. The Company’s intangible assets relating to operations consisted of the following at March 31, 2024 and December 31, 2023, respectively: March 31, December 31, 2024 2023 Patents $ 250,000 $ 250,000 Licenses 4,270,000 4,270,000 4,520,000 4,520,000 Less: accumulated amortization 1,023,631 925,019 $ 3,496,369, $ 3,594,981 Estimated aggregate amortization expense for each of the five succeeding years ending December 31 is as follows: 2024 2025 2026 2027 2028 2029 and onwards Amortization expense $ 292,618 $ 391,230 $ 391,230 $ 391,230 $ 391,230 $ 1,638,831 Amortization expense recorded for the three months ended March 31, 2024 and March 31, 2023 was $98,612 and $98,612; respectively. |
Revenue Recognition | The Company follows the guidance contained in Topic 606 (FASB ASC 606). The core principle of Topic 606 (FASB ASC 606) is that an entity should recognize revenue to depict the transfer of goods of services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revenue recognition guidance contained in Topic 606, to follow the five-step revenue recognition model along with other guidance impacted by this standard: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transportation price; (4) allocate the transportation price; (5) recognize revenue when or as the entity satisfies a performance obligation. All revenue was from operations that were divested. Revenues are recognized when title for goods is transferred; non-refundable fees and proceeds from irrevocable agreements recognized when inflows or other enhancements of assets of the Company are received. Revenues from operations recognized for the three months ended March 31, 2024 and March 31, 2023 amounted to $52,979 and $7,397, respectively. Collaboration Revenue Revenue recognition for collaboration agreements will require significant judgment. The Company’s assessments and estimates are based on contractual terms, historical experience and general industry practice. Revisions in these values or estimations have the effect of increasing or decreasing collaboration revenue in the period of revision. On August 21, 2020, the Company entered into a Distribution, License and Supply Agreement (“License Agreement”) with Empowered Diagnostics, LLC (“Empowered Diagnostics”“). The License Agreement provides Empowered Diagnostics with a right to commercialize the Company’s products worldwide with the exception of Mexico. Under the License Agreement, the Company is responsible for applying for and obtaining necessary regulatory approvals in the US and EU, as well as marketing, sales and distribution of the products. Empowered Diagnostics will pay a transfer price for all licensed products, and upon achievement of certain regulatory and sales milestones, the Company may receive payments from Empowered Diagnostics equal to 8% of the monthly gross revenue. Agreement continues until terminated by mutual consent or uncorrected breach. This agreement with Empowered Diagnostics was terminated in February, 2022. The Company did not recognize any revenue from this agreement. Grant Income In 2021 the Company has received government grants to drive its research and development efforts. Through these government grants, the government has provided funding for the Company to perform research and development activities which will assist in developing its products. The Company believes the government entities funding these grants are interested in the Company advancing its underlying technologies through research activities and not providing incentives for hiring employees or building facilities that would suggest that the grant monies are not for specific research activities. These grants were not renewed and are no longer in effect. In determining how to classify the monies received under government grants, the Company acknowledges that there is no specific guidance under US GAAP and that the FASB and AICPA have often drawn upon the guidance in IAS 20 for classification. In considering the alternatives provided by IAS 20 for the presentation of these grants in the Company’s financial statements, the Company believes that recognizing the government grant proceeds as a component of other revenue is a better reflection of the economics of the arrangements as the Company earns the funding through the performance of research and development which is not one of the Company’s primary business activities or central to its operations. The Company believes that presenting research and development funding from government grants, as other revenue provides consistency in our financial reporting. The Company also believes that this presentation clearly presents to users of its financial statements in one line the Company’s sources of funding from these grants. The Company notes that there are no contingencies associated with the receipt of or ability to retain the funds under the grant, other than undertaking and performing the related research and development activities. The Company recognizes funds received from contractual research and development services and from government grants as other revenue. These contracts and grants are not considered an ongoing major and central operation of the Company’s business. Our Income from Grants from Government for the three months ended March 31, 2024 and March 31, 2023, was $-0- and $-0- respectively. |
Cost of Sales | Cost of sales includes the purchase cost of products sold and all costs associated with getting the products to the customers including buying and transportation costs. There was no cost of sales incurred for the three months ended March 31, 2024 and 2023. |
Shipping Costs | Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in general and administrative expenses. There were no shipping costs incurred for the three months ended March 31, 2024 and 2023. |
Fair Value Measurements | The Company applies the guidance that is codified under ASC 820-10 related to assets and liabilities recognized or disclosed in the financial statements at fair value on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Company’s financial instruments are cash and cash equivalents, accounts receivable, accounts payable, notes payable, and long-term debt. The recorded values of cash and cash equivalents and accounts payable approximate their fair values based on their short-term nature. The recorded values of notes payable and long-term debt approximate their fair values, as interest approximates market rates. ASC 820-10 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820-10 requires valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows: Fair Value Hierarchy Inputs to Fair Value Methodology Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Quoted prices for similar assets or liabilities; quoted markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the financial instrument; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from, or corroborated by, observable market information Level 3 Pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption is unobservable or when the estimation of fair value requires significant management judgment All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2024. Total Level 1 Level 2 Level 3 Derivative liabilities $ 2,487,235 $ - $ - $ 2,487,235 December 31, 2023: Total Level 1 Level 2 Level 3 Derivative liabilities $ 2,482,723 $ - $ - $ 2,482,723 |
Convertible Instruments | The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities.” Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instruments are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Income Taxes | The Company follows Section 740-10, Income tax (“ASC 740-10”) Fair Value Measurements and Disclosures of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax Bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets 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 the Statements of Operations in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including reversals of any existing taxable temporary differences, projected future taxable income, tax planning strategies, and the results of recent operations. If the Company determines that it would be able to realize a deferred tax asset in the future in excess of any recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. No amounts were accrued for the payment of interest and penalties as of March 31, 2024 and December 31, 2023. The Company is not aware of any uncertain tax positions that could result in significant additional payments, accruals, or other material deviation for the three months ended March 31, 2024 and March 31, 2023 . On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “Cares Act”) was enacted. The CARES Act included loans and grants to certain businesses, and temporary amendments to the Internal Revenue Code which changed net loss carryforward and back provisions and the business interest expenses limitation. Under the CARES Act provisions, the most relevant income tax considerations to the Company relate to the amounts received under the Paycheck Protection Program loan program and the possible forgiveness of those loans by the SBA. On December 21, 2020, the U.S. president has signed into law the “Consolidated Appropriations Act, 2021” which includes further COVID-19 economic relief and extension of certain expiring tax provisions. The relief package includes a tax provision clarifying that businesses with forgiven PPP loans can deduct regular business expenses that are paid for with the loan proceeds for federal tax purposes. Additional pandemic relief tax measures include an expansion of the employee retention credit, enhanced charitable contribution deductions, and a temporary full deduction for business expenses for food and beverages provided by a restaurant. |
Concentrations of Credit Risk | Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company had $-0- and $-0- allowance for doubtful accounts at March 31, 2024 and December 31, 2023, respectively and had $-0- accounts receivable at March 31, 2024 and December 31, 2023. |
Net Loss per Common Share | Net loss per common share is computed pursuant to section 260-10-45 Earnings Per Share (“ASC 260-10”) of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding and the member potentially outstanding during each period. In periods when a net loss is experienced, only basic net loss per share is calculated because to do otherwise would be anti-dilutive. Basic and diluted net loss per share of common stock, par value $0.0001 per share (“Common Stock”) is presented in conformity with ASC 260-10 “Earnings Per Share.” Diluted net loss per share is the same as basic net loss per share for the three months ended March 31, 2024 and 2023 as the inclusion of 24,118,329 in stock options, 2,469,247 in warrants, and 343,290,099 in convertible notes, and convertible preferred stock of 500,000 would be anti-dilutive. There were common share equivalents 370,377,675 at March 31, 2024 and 185,766,420 at March 31, 2023. For the three months ended March 31, 2024 and 2023 these potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share. |
Stock Based Compensation | All stock-based payments to employees and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock-based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable the measurement date is the date the award is issued. The Company accounts for stock options issued to non-employees based on the estimated fair value of the awards using the Black-Scholes option pricing model in accordance with ASC 505-50, Equity-Based Payment to Non-employees |
Research and Development | The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three months ended March 31, 2024 and March 31, 2023, The Company incurred research and development expenses of $15,495 and $20,336 from operations, respectively. The Company has entered into various agreements with CROs. The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued liabilities on the balance sheet. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. In November 2021, the FASB issued a new accounting standard around the recognition and measurement of contract assets and contract liabilities from revenue contracts with customers acquired in a business combination. The new standard clarifies that contract assets and contract liabilities acquired in a business combination from an acquiree should initially be recognized by applying revenue recognition principles and not at fair value. The standard is effective for interim and annual periods beginning on January 1, 2023, and early adoption is permitted. The impact of this standard will depend on the facts and circumstances of future transactions. In August 2020, the FASB issued ASC Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in Update No. 2020-06 simplify the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. The provisions of these standards have not had and are not expected to have a material impact on our consolidated financial statements. |
Recently Adopted Accounting Pronouncements | In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The main objective of the standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this standard replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The update is effective for the Company beginning January 1, 2023 with early adoption permitted. The Company adopted the standard on January 1, 2023. The adoption of this standard did not have a material effect on the Company’s audited consolidated financial statements and related disclosures. |
Recently Issued Accounting Pronouncements Not Yet Adopted | In October 2023, the FASB issued ASU 2023-06—Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. The main objective of the amendment is to modify the disclosure or presentation requirements of various Topics in the Codification. Certain amendments represent clarifications to or technical corrections of the current requirements. to eliminate disclosure requirements that were redundant, duplicative, overlapping, outdated, or superseded. The effective date for each amendment will be when the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is still evaluating the impact of the adoption of this standard. Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
BASIS OF PRESENTATION | |
Schedule of property and equipment relating to continuing operations | March 31, 2024 December 31, 2023 Equipment of operations $ 259,631 $ 256,792 Less: accumulated depreciation 132,121 122,725 $ 127,510 $ 134,067 |
Schedule of intangible assets relating to continuing operation | March 31, December 31, 2024 2023 Patents $ 250,000 $ 250,000 Licenses 4,270,000 4,270,000 4,520,000 4,520,000 Less: accumulated amortization 1,023,631 925,019 $ 3,496,369, $ 3,594,981 |
Estimated aggregate amortization expense | 2024 2025 2026 2027 2028 2029 and onwards Amortization expense $ 292,618 $ 391,230 $ 391,230 $ 391,230 $ 391,230 $ 1,638,831 |
Derivative liabilities measured at fair value on recurring basis | Total Level 1 Level 2 Level 3 Derivative liabilities $ 2,487,235 $ - $ - $ 2,487,235 Total Level 1 Level 2 Level 3 Derivative liabilities $ 2,482,723 $ - $ - $ 2,482,723 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
CONVERTIBLE NOTES PAYABLE | |
Schedule of convertible note payable,related party | March 31, December 31, 2024 2023 Convertible note payable, due on November 1, 2026, interest at 3.5% p.a. $ 4,000,000 $ 4,000,000 Convertible notes Payable MMI due on December 26, 2033 and March 28,2034 interest at 5.25% p.a. (7) 200,000 100,000 Convertible Note Payable John Huemoeller due on January 23, 2033 interest at 4.0% p.a. (6) 250,000 250,000 Convertible Note Payable John Huemoeller due on March 1, 2034 interest at 4.25% p.a. (6) 250,000 Convertible note payable, due on February 10, 2032, interest at 3.0% p. a. (5) 375,000 375,000 Convertible notes payable due to Board of directors due on March 15, 2034 interest at 4.25% p.a. see 9 below 140,000 Convertible note Payable CFO see 9 below 53,500 Convertible notes due to employees due on March 1, 2034 interest at 4.25 % p.a. see 9 below 342,625 Accrued Interest 203,202 160,091 Total $ 5,814,327 $ 4,885,091 Less: unamortized debt discount/finance premium costs 852,548 631,123 Convertible notes payable related parties, net 4,961,779 4,253,968 |
Schedule of convertible notes payable | March 31, December 31, 2024 2023 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. (1) $ 484,478 $ 484,478 Convertible Note Payable, due on January 27,2032 interest at 3% p.a. (4) 367,931 367,931 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. (2) 500,000 500,000 Convertible note payable, due on February 10, 2032, interest at 3.0% p. a. (5) 425,000 1,150,000 Convertible note payable, due on December 31, 2034, interest at 3% p.a. (3) 190,000 190,000 Convertible note payable, due on May 23, 2033, interest at 3.75% p.a. see 8 below 250,000 250,000 Convertible note payable, due on May 23, 2033, interest at 3.75% p.a. see 8 below 325,000 325,000 Convertible note payable due March 1, 2034 interest at 4.25% p.a. see 9 below 28,430 Accrued interest (The accrued interest and principal are both included in the captions titled “convertible note payable” in the balance sheet) 97,792 76,163 Total 2,668,631 2,618,572 Less: unamortized debt discount/finance premium costs (1,168,296 ) (1,209,806 ) Convertible note payable, net $ 1,500,335 $ 1,383,416 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
DERIVATIVE LIABILITIES | |
Summary of changes in fair value of financial liabilities | Balance, December 31, 2023 $ 2,482,723 Issuance of convertible note payable 338,857 Issuance of shares in exchange for convertible note payable Mark to market (334,345 ) Balance, March 31, 2024 $ 2,487,235 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
STOCK OPTIONS AND WARRANTS | |
Schedule of stock option activity | Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2022 21,860,715 $ 0.13 Granted 3000000 0.02 Exercised Expired or canceled (742,386 ) 0.057 Outstanding at December 31, 2023 24,118,329 $ 0.013 Granted Exercised Expired or Cancelled Outstanding March 31, 2024 24,118,329 $ 0.013 |
Schedule of option outstanding under stock option plan | Options Outstanding Options Exercisable Weighted Average Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 0.15 24,118,329 7.75 $ 0.013 23,898,740 $ 0.013 As of December 31, 2023 Options Outstanding Options Exercisable Weighted Average Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 0.15 24,118,329 8.0 $ 0.013 22,313,683 $ 0.013 |
Schedule of weigted average assumptions using black holes option pricing model | March 31, December 31, 2024 2023 Expected life (years) 10 10 Risk-free interest rate (%) 3.53 3.53 Expected volatility (%) 224 224 Dividend yield (%) - - Weighted average fair value of shares at grant date $ 0.013 $ 0.013 |
Schedule of warrants activity | Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 3,025,000 $ 0.71 Granted 519,247 0.31 Exercised Outstanding at December 31, 2023 3,544,247 $ 0.65 Forfeited/Cancelled (1,075,000 ) Outstanding at March 31, 2024 2,469,247 $ 0.65 |
COMMITMENT AND CONTINGENCIES (T
COMMITMENT AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
COMMITMENT AND CONTINGENCIES | |
Summary of right of use asset and liabilities | Right-of-use assets $ 205,012 Lease liability obligations, current $ 91,306 Lease liability obligations, noncurrent 118,031 Total lease liability obligations $ 209,337 Weighted-average remaining lease term 2.17 years Weighted-average discount rate 6 % |
Summary of lease expenses | March 31, March 31, 2024 2023 Operating lease expense $ 28,869 * $ 19,104 Short-term lease expense - 11,637 Total lease expense $ 28,869 $ 30,741 |
Schedule of future minimum rental payments for operating leases | 2024 $ 74,694 2025 102,684 2026 43,686 Total minimum payments 221,064 Add: deferred rent 4,327 Less: amount representing interest (16,054 ) Total $ 209,337 |
ACQUISITION OF INTELLECTUAL P_2
ACQUISITION OF INTELLECTUAL PROPERTY OF ADVANCED TEAR DIAGNOSTIC LLC (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Aug. 26, 2021 | Jul. 29, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | |
Patents | $ 250,000 | $ 250,000 | ||
TOTAL LIABILITIES | 11,382,950 | 11,778,195 | ||
Intangible Asset 510k License and Patents-Eye Care Division, net | 3,496,369 | 3,594,981 | ||
Tear Diagnostics LLC [Member] | ||||
Payment to aquire patent | 4,520,000 | |||
Patents | $ 250,000 | |||
TOTAL LIABILITIES | 30,000 | |||
Purchase price | 210,000 | |||
Intangible Asset 510k License and Patents-Eye Care Division, net | $ 3,496,369 | $ 3,594,981 | ||
Monthly payments | $ 30,000 | |||
Licenses fee | $ 4,270,000 | |||
Patents average ife | 9 years 1 month 6 days |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
GOING CONCERN | ||
Accumulated deficit | $ (72,477,157) | $ (72,184,858) |
Working capital deficit | (4,706,095) | |
Net cash provided by (used in) continuing operating activities | (252,506) | |
Additional capital raised | $ 95,599 | $ 175,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
BASIS OF PRESENTATION | ||
Equipment of continuing operations | $ 259,631 | $ 256,792 |
Less: accumulated depreciation | 132,121 | 122,725 |
Property, Plant and Equipment, Net | $ 127,510 | $ 134,067 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
BASIS OF PRESENTATION | ||
Patents | $ 250,000 | $ 250,000 |
Licenses | 4,270,000 | 4,270,000 |
Finite-Lived Intangible Assets, Gross | 4,520,000 | 4,520,000 |
Less: accumulated amortization | 1,023,631 | 925,019 |
Intangible Assets, Net | $ 3,496,369 | $ 3,594,981 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details 2) | Mar. 31, 2024 USD ($) |
BASIS OF PRESENTATION | |
2024 | $ 292,618 |
2025 | 391,230 |
2026 | 391,230 |
2027 | 391,230 |
2028 | 391,230 |
2029 and onwards | $ 1,638,831 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Derivative liabilities | $ 2,487,235 | $ 2,482,723 |
Level 1 [Member] | ||
Derivative liabilities | 0 | 0 |
Level 2 [Member] | ||
Derivative liabilities | 0 | 0 |
Level 3 [Member] | ||
Derivative liabilities | $ 2,487,235 | $ 2,482,723 |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2021 | |
Convertible preferred stock, shares | 500,000 | |||
Depreciation expense | $ 9,396 | $ 8,143 | ||
Amortization expense | 98,612 | 98,612 | ||
Revenues from continuing operations | 52,979 | 7,397 | ||
Allowance for doubtful accounts | 0 | $ 0 | ||
Accounts receivable | $ 0 | $ 0 | ||
Antidilutive securities excluded from computation of earnings per share, amount | 370,377,675 | 185,766,420 | ||
Income from grants from government | $ 0 | 0 | ||
Stock options | 24,118,329 | |||
Warrants | 2,469,247 | |||
Research and development expense from continuing operation | $ 15,495 | $ 20,336 | $ 284,869 | |
Convertible notes | 343,290,099 | |||
Concentrations percentage, revenue | 8% | |||
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentrations percentage | 100% | 100% |
PROMISSORY NOTE (Details Narrat
PROMISSORY NOTE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Apr. 03, 2022 | Dec. 31, 2019 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accrued interest | $ 28,735 | $ 22,735 | |||
Interest Expense | (163,597) | $ (57,839) | |||
Debt Exchange Agreement 6 [Member] | Sapphire Biotech [Member] | |||||
Debt Instrument, Interest Rate During Period | 6% | ||||
Debt Exchange Agreement 3 [Member] | Sapphire Biotech [Member] | |||||
Debt Instrument, Interest Rate During Period | 3% | 6% | |||
Loans Assumed | $ 128,375 | ||||
Debt Exchange Agreement [Member] | |||||
Accrued interest | $ 380,832 | $ 378,067 | |||
Strike price | $ 0.1075 | ||||
Debt Exchange Agreement 7 [Member] | Sapphire Biotech [Member] | |||||
Interest Expense | 14,218 | ||||
Loans Assumed | 310,000 | ||||
Debt Instrument, Face Amount | $ 324,218 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Mar. 17, 2020 USD ($) |
Catlina Valencia [Member] | |
Accounts Payable, Related Parties, Current | $ 15,000 |
Dr. Sergei A. Svarovsky [Member] | |
Accounts Payable, Related Parties, Current | $ 15,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2024 | Mar. 15, 2024 | Dec. 31, 2023 |
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | ||
Accrued interest | $ 28,735 | $ 22,735 | |
Convertible notes payable due to shareholder | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||
Debt Instrument, Face Amount | $ 4,000,000 | 4,000,000 | |
Accrued interest | 203,202 | 160,091 | |
Convertible note payable, net | 5,814,327 | 4,885,091 | |
Less: unamortized debt discount/finance premium costs | 852,548 | 631,123 | |
Convertible notes payable related parties, net | $ 4,961,779 | 4,253,968 | |
Convertible notes payable due to shareholder | John Huemoeller [Member] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4% | ||
Debt Instrument, Face Amount | $ 250,000 | 250,000 | |
Convertible notes payable due to shareholder | John Huemoeller 1 [Member] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | ||
Debt Instrument, Face Amount | $ 250,000 | ||
Convertible notes payable due to shareholder | MMI [Member] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | ||
Debt Instrument, Face Amount | $ 200,000 | 100,000 | |
Convertible notes payable due to shareholder One | |||
Debt Instrument, Interest Rate, Stated Percentage | 3% | ||
Debt Instrument, Face Amount | $ 375,000 | $ 375,000 | |
Convertible Notes Payable Due To Board Of Directors | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | ||
Debt Instrument, Face Amount | $ 140,000 | ||
Convertible Note Payable CFO | |||
Debt Instrument, Face Amount | $ 53,500 | ||
Convertible Notes Due To Employees | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | ||
Debt Instrument, Face Amount | $ 342,625 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 15, 2024 | Jan. 27, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument, Maturity Date | Mar. 01, 2034 | Jan. 27, 2032 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | |||
Convertible Note Payable [Member] | ||||
Total | $ 2,668,631 | $ 2,618,572 | ||
Accrued interest (The accrued interest and principal are both included in the captions titled "convertible note payable" in the balance sheet) | 97,792 | 76,163 | ||
Less: unamortized debt discount/finance premium costs | (1,168,296) | (1,209,806) | ||
Convertible Note Payable Net | $ 1,500,335 | 1,383,416 | ||
Convertible Note Payable 1 [Member] | ||||
Debt Instrument, Maturity Date | Oct. 01, 2029 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |||
Total | $ 484,478 | 484,478 | ||
Convertible Note Payable 2 [Member] | ||||
Debt Instrument, Maturity Date | Jan. 27, 2032 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3% | |||
Total | $ 367,931 | 367,931 | ||
Convertible Note Payable 3 [Member] | ||||
Debt Instrument, Maturity Date | Oct. 01, 2029 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |||
Total | $ 500,000 | 500,000 | ||
Convertible Note Payable 4 [Member] | ||||
Debt Instrument, Maturity Date | Feb. 10, 2032 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3% | |||
Total | $ 425,000 | 1,150,000 | ||
Convertible Note Payable 5 [Member] | ||||
Debt Instrument, Maturity Date | Dec. 31, 2034 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3% | |||
Total | $ 190,000 | 190,000 | ||
Convertible Note Payable 7 [Member] | ||||
Debt Instrument, Maturity Date | May 23, 2033 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |||
Total | $ 325,000 | 325,000 | ||
Convertible Note Payable 6 [Member] | ||||
Debt Instrument, Maturity Date | May 23, 2033 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |||
Total | $ 250,000 | $ 250,000 | ||
Convertible Note Payable 8 [Member] | ||||
Debt Instrument, Maturity Date | Mar. 01, 2034 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | |||
Total | $ 28,430 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Mar. 15, 2024 | Feb. 10, 2022 | May 01, 2020 | Dec. 26, 2023 | May 23, 2023 | Jan. 28, 2023 | Jan. 27, 2023 | Jan. 23, 2023 | Jan. 27, 2022 | Mar. 17, 2020 | Oct. 20, 2016 | Sep. 16, 2016 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2019 | Mar. 28, 2024 | Mar. 01, 2017 | |
Amortized of effective discount interest | $ 190,000 | ||||||||||||||||||
Recognized a loss on extinguishment | 626,414 | ||||||||||||||||||
Cancellation of balance debt discount | 318,840 | ||||||||||||||||||
Loss on issuance of shares | 307,574 | ||||||||||||||||||
Cancellation of derivative liabilities | 624,490 | $ 227,459 | |||||||||||||||||
Aggregate amount | $ 814,555 | $ 11,190 | $ 17,115 | $ 261,537 | |||||||||||||||
Gain on modification | $ 11,190 | $ 17,117 | |||||||||||||||||
Notes, aggregate face value, percentage | 4.25% | ||||||||||||||||||
Notes, aggregate face value | $ 135,625 | $ 814,555 | |||||||||||||||||
Shares issued | 47,727,750 | ||||||||||||||||||
Accrued interest rate | 3.75% | 3% | |||||||||||||||||
Conversion price per share | $ 0.02 | $ 0.10 | |||||||||||||||||
Extinguishment of debt amount | $ 261,537 | ||||||||||||||||||
Gain on conversion | 35,537 | ||||||||||||||||||
Beneficial conversion feature | $ 1,325,000 | $ 4,000,000 | 209,522 | $ 240,000 | $ 675,000,000,000 | ||||||||||||||
Interest expenses | 35,000 | $ 35,000 | |||||||||||||||||
Note retired | 175,000 | ||||||||||||||||||
Recognized a loss on extinguishment | 6,400 | (172,731) | |||||||||||||||||
Sale of convertible note | 100,000 | ||||||||||||||||||
Amortization of debt discount (premium) | 381,760 | $ 60,084 | $ 35,172 | ||||||||||||||||
Exchange of convertible note | 367,931 | ||||||||||||||||||
Convertible note interest rate | 3.50% | ||||||||||||||||||
Conversion price per share reduced from | $ 1.50 | ||||||||||||||||||
Stock modification price per share | $ 0.13 | ||||||||||||||||||
Fair value prior to the amendment | $ 4,000,000 | ||||||||||||||||||
Fair value of the Note and embedded derivatives after the amendment | $ 4,000,000 | ||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 01, 2034 | Jan. 27, 2032 | |||||||||||||||||
Common stock price per share | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Convertible note, principal balance | $ 4,175,000,000,000 | $ 4,140,000,000,000 | |||||||||||||||||
Accrued interest | 28,735 | 22,735 | |||||||||||||||||
Balance of secured convertible note | 4,961,779 | 4,253,968 | |||||||||||||||||
Secured Convertible Debt [Member] | |||||||||||||||||||
Aggregate amount | 216,572 | ||||||||||||||||||
Accrued interest | 750,000 | 140,000 | |||||||||||||||||
Balance of secured convertible note | 140,000 | ||||||||||||||||||
Secured Convertible Debt 6 [Member] | |||||||||||||||||||
Debt Instrument, Unamortized Discount | 2,020,844 | 1,840,929 | |||||||||||||||||
Secured Convertible Debt 7 [Member] | |||||||||||||||||||
Convertible note face value | 1,325,000 | ||||||||||||||||||
Convertible notes sales | 25,000 | ||||||||||||||||||
Convertible Debt | $ 1,325,000 | ||||||||||||||||||
Secured Convertible Debt 1 [Member] | |||||||||||||||||||
Accrued interest | 17,333 | 17,333 | |||||||||||||||||
Convertible Debt | 506,145 | 501,811 | |||||||||||||||||
Secured Convertible Debt 2 [Member] | |||||||||||||||||||
Notes, aggregate face value, percentage | 25% | ||||||||||||||||||
Conversion price per share | $ 0.01 | ||||||||||||||||||
Accrued interest | 22,360 | 17,888 | |||||||||||||||||
Convertible Debt | 517,888 | 517,888 | 674,555 | ||||||||||||||||
Secured Convertible Debt 3 [Member] | |||||||||||||||||||
Accrued interest | 7,126 | 5,701 | |||||||||||||||||
Convertible Debt | 197,127 | 195,701 | |||||||||||||||||
Secured Convertible Debt 4 [Member] | |||||||||||||||||||
Accrued interest | 12,901 | 10,135 | |||||||||||||||||
Convertible Debt | 380,832 | 378,066 | |||||||||||||||||
Secured Convertible Debt 5 [Member] | |||||||||||||||||||
Accrued interest | 12,333 | 9,361 | |||||||||||||||||
Convertible Debt | 512,333 | 259,361 | |||||||||||||||||
Short Term Promissory Notes | |||||||||||||||||||
Short term promissory notes | 593,417 | 588,026 | |||||||||||||||||
Short term notes face value | $ 575,000 | ||||||||||||||||||
Accrued interest | 18,417 | 13,026 | |||||||||||||||||
Director Member | Convertible Notes | |||||||||||||||||||
Sale of convertible note | 575,000 | ||||||||||||||||||
Short term promissory notes | 201,385 | 100,073 | |||||||||||||||||
Convertible note, principal balance | 828,735,000,000 | 822,735,000,000 | |||||||||||||||||
Accrued interest | $ 1,385 | $ 73 | |||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Conversion price per share | $ 0.2201 | ||||||||||||||||||
MMI [Member] | Minimum [Member] | |||||||||||||||||||
Conversion price per share | $ 0.25 | 0.25 | |||||||||||||||||
MMI [Member] | Maximum [Member] | |||||||||||||||||||
Conversion price per share | $ 0.075 | ||||||||||||||||||
Convertible notes payable due to shareholder | |||||||||||||||||||
Notes, aggregate face value, percentage | 3.50% | ||||||||||||||||||
Accrued interest | $ 203,202 | $ 160,091 | |||||||||||||||||
Convertible notes payable due to shareholder | MMI [Member] | |||||||||||||||||||
Notes, aggregate face value, percentage | 5.25% | ||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 26, 2033 | ||||||||||||||||||
Convertible Note Purchase Agreement | |||||||||||||||||||
Cancellation of balance debt discount | 167,571 | ||||||||||||||||||
Notes, aggregate face value, percentage | 3% | 5.25% | 3% | 1% | |||||||||||||||
Conversion price per share | $ 0.02 | $ 0.08125 | $ 0.04 | $ 0.04 | |||||||||||||||
Beneficial conversion feature | 212,500 | $ 499,318 | 349,535 | ||||||||||||||||
Recognized a loss on extinguishment | 50,000 | ||||||||||||||||||
Convertible note interest rate | 4.25% | 3.50% | 3.50% | ||||||||||||||||
Acquisition of common stock shares | 5,000,000 | ||||||||||||||||||
Secured convertible note | $ 250,000 | $ 1,000,000 | $ 850,000 | 350,000 | |||||||||||||||
Debt Instrument, Maturity Date | Mar. 01, 2034 | Dec. 26, 2023 | Oct. 01, 2029 | Dec. 31, 2034 | |||||||||||||||
Secured promissory notes | 250,000 | ||||||||||||||||||
Convertible note | $ 1,325,000 | $ 100,000 | 250,000 | $ 175,000 | $ 190,000 | $ 100,000 | |||||||||||||
Promissory notes | $ 500,000 | ||||||||||||||||||
Additionally secured number of shares | 10,486,303 | ||||||||||||||||||
Additionally secured number of shares, value | $ 858,828 | $ 688,432 | |||||||||||||||||
Common stock price per share | $ 1.90 | ||||||||||||||||||
Common stock conversion | 22,207,486 | 5,665,636 | |||||||||||||||||
Accrued interest | $ 30,858 | $ 2,840 | |||||||||||||||||
Loss on conversion expense | $ 262,500 | $ 111,807 | |||||||||||||||||
Share Exchange Agreement | |||||||||||||||||||
Beneficial conversion feature | $ 190,000 | ||||||||||||||||||
Convertible note | $ 190,000 | ||||||||||||||||||
Common stock conversion | 6,000,000 | ||||||||||||||||||
Purchase Agreement with GS Capital LLC | |||||||||||||||||||
Notes, aggregate face value, percentage | 4% | ||||||||||||||||||
Convertible note | $ 512,500 | ||||||||||||||||||
Common stock price per share | $ 0.01 | ||||||||||||||||||
Convertible note face value | $ 250,000 | ||||||||||||||||||
Original issue discount | 250,000 | ||||||||||||||||||
Loss on extinguishment of debt in statement | $ 250,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
DERIVATIVE LIABILITIES | |
Balance, beginning | $ 2,482,723 |
Issuance of convertible note payable | 338,857 |
Mark to market | (334,345) |
Balance, March 31, 2024 | $ 2,487,235 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 10, 2022 | May 01, 2020 | Jan. 23, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Fair value of embedded derivatives | $ 2,641,846 | $ 338,857 | $ 1,465,000 | ||
Beneficial conversion feature | 1,325,000 | $ 4,000,000 | $ 209,522 | 240,000 | 675,000,000,000 |
Non-cash interest expenses | $ 1,316,846 | $ 98,857 | $ 790 | ||
Dividend yield | |||||
Derivative liability measurment input assumption | 0% | 0% | 0% | ||
Volatility | |||||
Derivative liability measurment input assumption | 163.09% | 150.19% | 150.19% | ||
Risk Free Interest Rate | |||||
Derivative liability measurment input assumption | 3.92% | 3.92% | 3.92% | ||
Expected Term | |||||
Derivative liability measurment input assumptions | 10 years | 9 years 10 months 9 days | 9 years 10 months 9 days | ||
Black-Scholes Pricing Model | |||||
Fair value of embedded derivatives | $ 2,487,235 | $ 2,482,723 | |||
Gain on change in fair value of derivative liabilities | $ 334,345 | ||||
Black-Scholes Pricing Model | Dividend yield | |||||
Derivative liability measurment input assumption | 0% | 0% | |||
Black-Scholes Pricing Model | Volatility | |||||
Derivative liability measurment input assumption | 150% | 150.19% | |||
Black-Scholes Pricing Model | Risk Free Interest Rate | |||||
Derivative liability measurment input assumption | 3.92% | 3.88% | |||
Black-Scholes Pricing Model | Expected Term | |||||
Derivative liability measurment input assumptions | 10 years | 10 years |
STOCK INCENTIVE PLAN (Details N
STOCK INCENTIVE PLAN (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Sep. 01, 2023 | May 09, 2023 | May 20, 2021 | May 29, 2015 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Stock available for issuance | 25,881,671 | 9,806,000 | |||||
Share-based Payment Arrangement, Expense | $ 9,613 | $ 103,822 | |||||
Option granted purchase shares | 1,000,000,000,000 | 2,000,000,000,000 | |||||
Strike price | $ 0.023 | $ 0.21 | |||||
2015 Stock Incentive Plan [Member] | |||||||
Common stock issued under registration statement on Form S-8 | 10,000,000 | ||||||
2015 Stock Incentive Plan [Member] | Minimum [Member] | |||||||
Increase of issuance shares | 20,000,000 | ||||||
2015 Stock Incentive Plan [Member] | Maximum [Member] | |||||||
Increase of issuance shares | 40,000,000 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||
Feb. 20, 2019 USD ($) integer shares | Aug. 18, 2016 USD ($) shares | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Jul. 14, 2022 USD ($) | Aug. 17, 2016 integer shares | |
Preferred stock, shares designated | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Comman stock, par value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Undesignated preferred stock, shares authorized | 4,000,000 | 4,000,000 | ||||
Undesignated preferred stock, shares issued | 0 | 0 | ||||
Undesignated preferred stock, shares outstanding | 0 | 0 | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||||
Common stock shares issued | 278,429,403 | 245,929,403 | ||||
Common stock, shares outstanding | 278,429,403 | 245,929,403 | ||||
Shares in settlement of claims | 20,000,000 | |||||
Share issued for settelment of debt | 1,000,000 | |||||
Share issued settelment of debt amoint | $ | $ 380,000 | $ 40,000 | ||||
Minimum [Member] | Equity Purchase Agreement [Member] | ||||||
Investment Amount | $ | $ 10,000 | |||||
Maximum [Member] | Equity Purchase Agreement [Member] | ||||||
Investment Amount | $ | $ 250,000 | |||||
Common Stock Under S-1 [Member] | ||||||
Share issued exchange of cash | $ | $ 95,599 | $ 175,000 | ||||
Common stock issued under S-1, shares | 12,500,000 | 8,000,000 | ||||
Convertible SeriesC Preferred Stock [Member] | ||||||
Preferred stock, shares designated | 500,000 | |||||
Number of votes per share | integer | 100 | |||||
MJNA Investment Holdings, LLC [Member] | Purchase Agreement [Member] | ||||||
Sale of stock, number of shares issued in transaction | 500,000 | |||||
Sale of stock, consideration received on transaction | $ | $ 500,000 | |||||
MJNA Investment Holdings, LLC [Member] | Series C Convertible Preferred Stock [Member] | ||||||
Preferred stock, shares issued | 500,000 | |||||
Proceeds from issuance of preferred stock | $ | $ 65,000 | |||||
Juniper and Ivy Corporation [Member] | Purchase Agreement [Member] | ||||||
Number of votes per share | integer | 100 | |||||
Cash payments for purchase of preferred stock | $ | $ 65,000 | |||||
Promissory note issued, face value | $ | $ 435,000 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Weighted Average Exercise Price, beginning | $ 0.15 | |
Weighted Average Exercise Price, ending | $ 0.15 | $ 0.15 |
Option [Member] | ||
Options outstanding, beginning balance | 24,118,329 | 21,860,715 |
Granted | 0 | 3,000,000 |
Exercised | 0 | 0 |
Expired or canceled | 0 | (742,386) |
Options outstanding, ending balance | 24,118,329 | 24,118,329 |
Weighted Average Exercise Price, beginning | $ 0.013 | $ 0.13 |
Weighted Average Exercise Price, Granted | 0 | 0.02 |
Weighted Average Exercise Price, Exercised | 0 | 0 |
Weighted Average Exercise Price, Expired or Canceled | 0 | 0.057 |
Weighted Average Exercise Price, ending | $ 0.013 | $ 0.013 |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
STOCK OPTIONS AND WARRANTS | ||
Options Outstanding | 24,118,329 | 24,118,329 |
Options Number exercisable | 23,898,740 | 22,313,683 |
Weighted Average Exercise Price | $ 0.15 | $ 0.15 |
Weighted Average Remaining Contractual Life | 7 years 9 months | 8 years |
Options Exercisable Weighted Average Exercise Price | $ 0.013 | $ 0.013 |
Weighted Average Exercised price | $ 0.013 | $ 0.013 |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details 2) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
STOCK OPTIONS AND WARRANTS | ||
Expected life (years) | 10 years | 10 years |
Risk-free interest rate (%) | 3.53% | 3.53% |
Expected volatility (%) | 224% | 224% |
Dividend yield (%) | 0% | 0% |
Weighted average fair value of shares at grant date | $ 0.013 | $ 0.013 |
STOCK OPTIONS AND WARRANTS (D_4
STOCK OPTIONS AND WARRANTS (Details 3) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Weighted Average Exercise Price, beginning | $ 0.15 | |
Weighted Average Exercise Price, ending | $ 0.15 | $ 0.15 |
Warrants [Member] | ||
Options outstanding, beginning balance | 3,544,247 | 3,025,000 |
Granted | 0 | 519,247 |
Forfeited/Cancelled | (1,075,000) | |
Exercised | $ 0 | $ 0 |
Options outstanding, ending balance | 2,469,247 | 3,544,247 |
Weighted Average Exercise Price, beginning | $ 0.65 | $ 0.71 |
Granted per share | 0.31 | |
Weighted Average Exercise Price, ending | $ 0.65 | $ 0.65 |
STOCK OPTIONS AND WARRANTS (D_5
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
STOCK OPTIONS AND WARRANTS | ||
Stock-based compensation expense | $ 9,613 | $ 103,822 |
COMMITMENT AND CONTINGENCIES (D
COMMITMENT AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
COMMITMENT AND CONTINGENCIES | ||
Right-of-use assets | $ 205,012 | $ 227,029 |
Lease liability obligations, current | 91,306 | |
Lease liability obligations, noncurrent | 118,031 | |
Total lease liability obligations | $ 209,337 | |
Weighted-average remaining lease term | 2 years 2 months 1 day | |
Weighted-average discount rate | 6% |
COMMITMENT AND CONTINGENCIES _2
COMMITMENT AND CONTINGENCIES (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
COMMITMENT AND CONTINGENCIES | ||
Operating Lease, Expense | $ 28,869 | $ 19,104 |
Short-term lease expense | 0 | 11,637 |
Total lease expense | $ 28,869 | $ 30,741 |
COMMITMENT AND CONTINGENCIES _3
COMMITMENT AND CONTINGENCIES (Details 2) | Mar. 31, 2024 USD ($) |
COMMITMENT AND CONTINGENCIES | |
2024 | $ 74,694 |
2025 | 102,684 |
2026 | 43,686 |
Total minimum payments | 221,064 |
Add: deferred rent | 4,327 |
Less: amount representing interest | (16,054) |
Total | $ 209,337 |
COMMITMENT AND CONTINGENCIES _4
COMMITMENT AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Feb. 07, 2024 | Jan. 02, 2019 | Mar. 29, 2023 | Oct. 31, 2019 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
Operating lease expense inculded maintenance charges | $ 28,869 | $ 19,104 | |||||||
Revenue recognition | 45,500 | ||||||||
Revenue recognition, carrying value | 146,500 | ||||||||
Loss on settlement of litigation | $ 955,000 | ||||||||
Implicit interest rate | 50% | ||||||||
Maintenance charges | $ 4,827 | ||||||||
License fee | 150,000 | ||||||||
Purchase price for acquisition | 192,000 | ||||||||
Outstanding balance | 543,000 | ||||||||
Deferred revenue | 103,648 | $ 111,209 | |||||||
Amortized | 7,479 | 7,397 | |||||||
Research and development expenses | $ 15,495 | $ 20,336 | $ 284,869 | ||||||
Litigation description | The SAC prays for relief of Compensatory damages and other Special, general and consequential damages of not less than $280,586 as well as Punitive and exemplary damages and attorney fees and cost of suit | ||||||||
John W. Huemoeller [Member] | |||||||||
Increase salary per month | $ 35,000 | ||||||||
Common stock granted purchase shares | 2,000,000 | ||||||||
Vesting percentage | 50% | ||||||||
CFO [Member] | |||||||||
Increase salary per month | $ 3,000 | ||||||||
3rd year [Member] | |||||||||
Operating lease expense inculded maintenance charges | $ 8,668 | ||||||||
1st year [Member] | |||||||||
Operating lease expense inculded maintenance charges | 8,014 | ||||||||
2nd year [Member] | |||||||||
Operating lease expense inculded maintenance charges | 8,335 | ||||||||
Operating Lease Agreement [Member] | |||||||||
Operating lease expense inculded maintenance charges | $ 9,014 | ||||||||
Interest rate | 6% | ||||||||
Lease expire date | May 31, 2026 | ||||||||
Stock Purchase Agreement [Member] | |||||||||
Salary | $ 10,000 | ||||||||
Purchase price for acquisition | $ 150,468 | ||||||||
IMS [Member] | |||||||||
Description related to sale of test cassettes | a $0.35 cassette sales participation payment on all single dry eye lateral flow test cassettes sold by the Company up to a total of $475,000, with such payments having no limit as to the time it takes to reach $475,000; and the issuance of 20,000,000 restricted shares of Company common stock | ||||||||
Cash payment | $ 100,000 | ||||||||
Mr Malasek [Member] | |||||||||
Increase salary per month | $ 7,500 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |
May 17, 2024 | May 31, 2024 | May 22, 2024 | Mar. 31, 2024 | |
Issued shares in settlement of a liability | 6,000,000 | |||
Subsequent Event [Member] | ||||
Share issued against S-1 | 6,000,000 | |||
Share issued against S-1 cash received | $ 50,000 | $ 75,000 | ||
Subscription receivable | $ 18,543 | |||
Additional advance from shareholder | 403,170 | |||
Purchase amount of restricted shares of common stock | $ 49,582 |