Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | H-CYTE, INC |
Entity Central Index Key | 0001591165 |
Entity Tax Identification Number | 46-3312262 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 201 E Kennedy Blvd |
Entity Address, Address Line Two | Suite 700 |
Entity Address, City or Town | Tampa, |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33602 |
City Area Code | 844 |
Local Phone Number | 633-6839 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 201 E Kennedy Blvd. |
Entity Address, Address Line Two | Suite 700 |
Entity Address, City or Town | Tampa |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33602 |
City Area Code | 844 |
Local Phone Number | 633-6839 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | |||
Cash | $ 307,213 | $ 1,640,645 | $ 1,424,096 |
Accounts receivable | 9,200 | 22,667 | |
Patient financing receivable, current portion | 35,080 | ||
Other receivables | 551 | 22,123 | 18,673 |
Prepaid expenses | 106,228 | 94,434 | 810,143 |
Total Current Assets | 458,272 | 1,757,202 | 2,275,579 |
Right -of-use asset | 162,207 | 278,552 | 738,453 |
Property and equipment, net | 40,344 | 139,175 | 219,703 |
Patient financing receivable, net of current portion | 61,547 | ||
Other assets | 18,412 | 29,239 | 36,877 |
Total Assets | 740,782 | 2,204,168 | 3,270,612 |
Current Liabilities | |||
Accounts payable | 1,044,727 | 1,006,968 | 1,485,542 |
Accrued liabilities | 187,119 | 276,415 | 324,984 |
Other current liabilities | 141,330 | 154,812 | 175,181 |
Short-term notes, related party | 1,635,000 | ||
Short-term convertible notes payable | 424,615 | ||
Notes payable, current portion | 67,444 | 67,444 | 66,836 |
Dividend payable | 108,641 | ||
Convertible notes payable, related parties | 1,584,665 | ||
Convertible notes payable | 1,091,080 | ||
PPP Loan, current portion | 105,878 | 606,811 | |
Deferred revenue | 410,031 | 634,149 | 1,046,156 |
Lease liability, current portion | 92,589 | 139,189 | 453,734 |
Interest payable | 4,385 | 6,898 | 53,198 |
Total Current Liabilities | 4,729,248 | 2,892,686 | 5,773,887 |
Long-term Liabilities | |||
Lease liability, net of current portion | 87,304 | 157,050 | 302,175 |
Notes payable, net of current portion | 11,545 | ||
Derivative liability - warrants | 315,855 | ||
Redemption put liability | 267,399 | ||
PPP Loan, net of current portion | 202,271 | ||
Total Long-term Liabilities | 87,304 | 359,321 | 896,974 |
Total Liabilities | 4,816,552 | 3,252,007 | 6,670,861 |
Commitments and Contingencies (Note 10) | |||
Stockholders’ Equity (Deficit) | |||
Preferred Stock, value | 515,874 | 538,109 | |
Common stock - $.001 par value: 1,600,000,000 shares authorized, 127,159,464 and 99,768,704 shares issued and outstanding at December 31, 2020 and 2019, respectively | 149,394 | 127,159 | 99,769 |
Additional paid-in capital | 43,540,358 | 42,515,999 | 28,172,146 |
Accumulated deficit | (47,911,264) | (43,858,974) | (37,362,531) |
Non-controlling interest | (370,132) | (370,132) | (370,132) |
Total Stockholders’ Deficit | (4,075,770) | (1,047,839) | (9,460,742) |
Total Liabilities, Mezzanine Equity and Stockholders’ Deficit | $ 740,782 | 2,204,168 | 3,270,612 |
Series D Convertible Preferred Stock [Member] | |||
Mezzanine Equity | |||
Total Mezzanine Equity | 6,060,493 | ||
Series A Preferred Stock [Member] | |||
Stockholders’ Equity (Deficit) | |||
Preferred Stock, value | 538,109 | ||
Series B Convertible Preferred Stock [Member] | |||
Stockholders’ Equity (Deficit) | |||
Preferred Stock, value | $ 6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued | 149,394,519 | 127,159,464 | 99,768,704 |
Common stock, shares outstanding | 149,394,519 | 127,159,464 | 99,768,704 |
Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 800,000,000 | 1,000,000,000 | 1,000,000,000 |
Preferred stock, shares issued | 515,874,354 | 538,109,409 | 0 |
Preferred stock, shares outstanding | 515,874,354 | 538,109,409 | 0 |
Series D Convertible Preferred Stock [Member] | |||
Mezzanine equity, par value | $ 0.001 | $ 0.001 | |
Mezzanine equity, shares authorized | 238,871 | 238,871 | |
Mezzanine equity, shares issued | 0 | 146,998 | |
Mezzanine equity, shares outstanding | 0 | 146,998 | |
Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 10,000 | 10,000 | |
Preferred stock, shares issued | 0 | 6,100 | |
Preferred stock, shares outstanding | 0 | 6,100 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Revenues | $ 460,216 | $ 649,892 | $ 1,286,841 | $ 1,686,168 | $ 2,150,672 | $ 8,346,858 |
Cost of Sales | (138,786) | (161,252) | (553,454) | (608,079) | (766,957) | (2,052,807) |
Gross Profit | 321,430 | 488,640 | 733,387 | 1,078,089 | 1,383,715 | 6,294,051 |
Operating Expenses | ||||||
Salaries and related costs | 534,752 | 606,294 | 1,782,646 | 2,425,094 | 3,198,867 | 8,646,471 |
Share based compensation | 162,359 | 1,024,359 | 643 | |||
Loss on disposal of property and equipment | 92,804 | |||||
Other general and administrative | 789,365 | 542,317 | 2,229,120 | 2,806,707 | 3,746,784 | 6,847,335 |
Research and development | 3,285 | 201,658 | 3,285 | 1,151,658 | 1,152,065 | 106,214 |
Advertising | 58,643 | 51,643 | 223,871 | 222,196 | 296,873 | 4,909,724 |
Loss on impairment | 15,508,401 | |||||
Depreciation and amortization | 300 | 30,095 | 13,859 | 69,447 | 81,470 | 834,291 |
Total Operating Expenses | 1,548,704 | 1,432,007 | 5,369,944 | 6,675,745 | 8,476,059 | 36,852,436 |
Operating Loss | (1,227,274) | (943,367) | (4,636,557) | (5,597,656) | (7,092,344) | (30,558,385) |
Other Income (Expense) | ||||||
Forgiveness of PPP loan | 698,820 | 698,820 | ||||
Gain on extinguishment of short-term notes, related party | 1,300,088 | 1,300,088 | ||||
Interest expense | (50,516) | (1,039,349) | (110,446) | (1,458,521) | (1,462,750) | (299,331) |
Other expense | (7,641) | (34,504) | (4,107) | (25,182) | (86,816) | (124,118) |
Change in fair value of redemption put liability | 97,997 | 272,705 | 272,704 | 346,696 | ||
Loss on derivative instrument | (2,306,121) | (2,306,121) | ||||
Warrant modification expense | (70,851) | (70,851) | ||||
Change in fair value of derivative liability - warrants | 5,869,102 | 2,986,853 | 2,986,854 | 827,260 | ||
Total Other Income (Expense) | 640,663 | 4,893,246 | 584,267 | 698,971 | 633,108 | 750,507 |
Net Loss | (586,611) | 3,949,879 | (4,052,290) | (4,898,685) | (6,459,236) | (29,807,878) |
Accrued dividends on Series B Convertible Preferred Stock | 7,856 | 44,456 | 44,456 | 84,939 | ||
Finance costs on issuance of Series D Convertible Preferred Stock | 66,265 | |||||
Deemed dividend on adjustment to exercise price on convertible debt and certain warrants | 287,542 | |||||
Deemed dividend on beneficial conversion features | (32,592) | |||||
Deemed dividend on Series D Convertible Preferred Stock | 36,450 | 277,719 | 277,719 | 2,916,813 | ||
Net Loss attributable to common stockholders | $ (586,611) | $ 3,905,573 | $ (4,052,290) | $ (5,220,860) | $ (6,781,411) | $ (33,196,029) |
Net Income (Loss) per share | ||||||
Basic | $ 0 | $ 0.03 | $ (0.03) | $ (0.05) | ||
Diluted | $ 0 | $ 0.01 | $ (0.03) | $ (0.05) | ||
Weighted average outstanding shares - basic | 142,407,798 | 116,970,322 | 140,074,271 | 106,691,185 | ||
Weighted average outstanding shares - diluted | 142,407,798 | 664,244,972 | 140,074,271 | 106,691,185 | ||
Loss per share - Basic and diluted | $ (0.06) | $ (0.34) | ||||
Weighted average outstanding shares - basic and diluted | 111,491,261 | 96,370,562 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series B Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 33,661 | $ 3,566,339 | $ (9,296,408) | $ (370,132) | $ (6,066,540) | ||
Beginning balance, shares at Dec. 31, 2018 | 33,661,388 | ||||||
Stock based compensation | 94,828 | 94,828 | |||||
Purchase accounting adjustments | 9 | $ 24,717 | 12,657,182 | 12,681,908 | |||
Purchase accounting adjustments, Shares | 9,250 | 24,717,270 | |||||
Adjustment for assets and liabilities not included in Merger | 5,258,300 | 5,258,300 | |||||
Issuance of common stock in connection with private placement offering | $ 17,700 | 4,402,087 | 4,419,787 | ||||
Issuance of common stock in connection with private placement offering, Shares | 17,700,000 | ||||||
Finance costs on issuance of Series B Convertible Preferred Stock and related warrants | (132,513) | (132,513) | |||||
Issuance of common stock pursuant to conversion of short-term debt | $ 500 | 125,437 | 125,937 | ||||
Issuance of common stock pursuant to conversion of short-term debt, Shares | 500,000 | ||||||
Issuance of warrants pursuant to conversion of short-term debt | 74,063 | 74,063 | |||||
Issuance of additional exchange shares | 17,264 | (17,264) | |||||
Issuance of additional exchange shares, Shares | 17,263,889 | ||||||
Issuance of common stock pursuant to conversion of convertible short-term debt | $ 250 | 99,750 | 100,000 | ||||
Issuance of common stock pursuant to conversion of convertible short-term debt, Shares | 250,000 | ||||||
Issuance of common stock pursuant to warrant exchange | $ 403 | 72,160 | 72,563 | ||||
Issuance of common stock pursuant to warrant exchange, Shares | 403,125 | ||||||
Conversion of Series B Convertible Preferred Stock | $ (2) | $ 716 | (714) | ||||
Conversion of Series B Convertible Preferred Stock, Shares | (2,650) | 715,279 | |||||
Issuance of common stock per restricted stock award to executive | $ 4,226 | 1,686,028 | 1,690,254 | ||||
Issuance of common stock per restricted stock award to executive, Shares | 4,225,634 | ||||||
Repurchase of Series B Convertible Preferred Stock | $ (1) | (49,999) | (50,000) | ||||
Repurchase of Series B Convertible Preferred Stock, Shares | (500) | ||||||
Issuance of common stock to pay accrued dividends on Series B Convertible Preferred Stock | $ 50 | 19,376 | 19,426 | ||||
Issuance of common stock to pay accrued dividends on Series B Convertible Preferred Stock, Shares | 50,367 | ||||||
Issuance of common stock to pay accrued interest on convertible short-term debt | $ 2 | 665 | 667 | ||||
Issuance of common stock to pay accrued interest on convertible short-term debt, Shares | 1,667 | ||||||
Deemed dividend on adjustment to exercise price on convertible debt and certain warrants | 287,542 | (287,542) | |||||
Deemed dividend on beneficial conversion features | 32,592 | (32,592) | |||||
Issuance of warrants pursuant to short-term notes, related party | 56,378 | 56,378 | |||||
Deemed dividend on Series D Convertible Preferred Stock | (60,493) | (3,130,146) | (3,190,639) | ||||
Beneficial conversion of Series D Convertible Preferred Stock | 623,045 | 623,045 | |||||
Finance costs on issuance of Series D Convertible Preferred Stock and related warrants | (37,618) | (66,265) | (103,883) | ||||
Accrued dividends on Series B Convertible Preferred Stock | (84,939) | (84,939) | |||||
Conversion of Short-term convertible notes payable - related party | |||||||
Issuance of warrants pursuant to conversion of Short-term convertible notes | |||||||
Issuance of Common Stock in exchange for consulting fees incurred | $ 280 | 95,253 | 95,533 | ||||
Issuance of Common Stock in exchange for consulting fees incurred, shares | 280,085 | ||||||
Issuance of warrants pursuant to private placement of Series D Convertible Preferred Stock | 1,893,006 | 1,893,006 | |||||
Conversion of Short-term convertible notes to Preferred Stock | |||||||
Issuance of warrants in connection with private placement offering | 2,663,797 | 2,663,797 | |||||
Net loss | (29,807,878) | (29,807,878) | |||||
Issuance of warrants pursuant to extension of maturity date on convertible debt | 106,158 | 106,158 | |||||
Ending balance at Dec. 31, 2019 | $ 6 | $ 99,769 | 28,172,146 | (37,362,531) | (370,132) | (9,460,742) | |
Ending balance, shares at Dec. 31, 2019 | 6,100 | 99,768,704 | |||||
Issuance of common stock in connection with private placement offering | $ 4,368 | 214,046 | 218,414 | ||||
Issuance of common stock in connection with private placement offering, Shares | 4,368,278 | ||||||
Accrued dividends on Series B Preferred Stock | (44,456) | (44,456) | |||||
Adjustment of exercise price on certain warrants | (438,913) | (438,913) | |||||
Reclassification of Series B warrants to equity | 73,805 | 73,805 | |||||
Reclassification of Series D warrants to equity | 337,400 | 337,400 | |||||
Conversion of Series B Preferred Stock | $ (6) | $ 2,120 | 150,983 | 153,097 | |||
Conversion of Series B Preferred Stock, shares | (6,100) | 2,119,713 | |||||
Conversion of Short-term related party convertible notes to Preferred Stock | $ 35,860 | 412,541 | 448,401 | ||||
Conversion of Short-term related party convertible notes to Preferred Stock, shares | 35,860,079 | ||||||
Deemed dividend on Series D Preferred Stock | (277,719) | (277,719) | |||||
Deemed dividend on Series D Preferred Stock at issuance | (37,207) | (37,207) | |||||
Issuance of Common Stock in exchange for consulting fees incurred | $ 109 | 34,891 | 35,000 | ||||
Issuance of Common Stock in exchange for consulting fees incurred, shares | 109,375 | ||||||
Issuance of warrants pursuant to private placement of Series D Convertible Preferred Stock | 31,902 | 31,902 | |||||
Conversion of Short-term convertible notes to Preferred Stock | $ 287,984 | 4,751,484 | 5,039,468 | ||||
Conversion of Short-term convertible notes to Preferred Stock, shares | 287,984,337 | ||||||
Issuance of warrants pursuant to extension of convertible short-term notes | 17,636 | 17,636 | |||||
Issuance of warrants in connection with private placement offering | 6,595 | 6,595 | |||||
Conversion of related party warrants to equity | 107,123 | 107,123 | |||||
Conversion of Series D Preferred Stock to Common Stock | $ 15,773 | 6,422,441 | 6,438,214 | ||||
Conversion of Series D Preferred Stock to Common Stock, shares | 15,773,363 | ||||||
Issuance of Series A Preferred Stock in Rights Offering | $ 218,285 | 2,517,451 | 2,735,736 | ||||
Issuance of Series A Preferred Stock in Rights Offering, shares | 218,285,024 | ||||||
Share based compensation | 643 | 643 | |||||
Net loss | (4,898,685) | (4,898,685) | |||||
Ending balance at Sep. 30, 2020 | $ 542,129 | $ 122,139 | 42,489,998 | (42,298,423) | (370,132) | 485,711 | |
Ending balance, shares at Sep. 30, 2020 | 542,129,440 | 122,139,433 | |||||
Beginning balance at Dec. 31, 2019 | $ 6 | $ 99,769 | 28,172,146 | (37,362,531) | (370,132) | (9,460,742) | |
Beginning balance, shares at Dec. 31, 2019 | 6,100 | 99,768,704 | |||||
Stock based compensation | 643 | 643 | |||||
Conversion of Series A Preferred Stock to Common Stock | $ (4,020) | $ 4,020 | |||||
Conversion of Series A Preferred Stock to Common Stock, shares | (4,020,031) | 4,020,031 | |||||
Deemed dividend on Series D Convertible Preferred Stock | (277,719) | (277,719) | |||||
Accrued dividends on Series B Convertible Preferred Stock | (44,456) | (44,456) | |||||
Conversion of Series B Convertible Preferred Stock to Common Stock | $ (6) | $ 2,120 | 150,983 | 153,097 | |||
Conversion of Series B Convertible Preferred Stock to Common Stock, shares | (6,100) | 2,119,713 | |||||
Conversion of Series D Convertible Preferred Stock to Common Stock | $ 15,773 | 6,422,441 | 6,438,214 | ||||
Conversion of Series D Convertible Preferred Stock to Common Stock, shares | 15,773,363 | ||||||
Conversion of Short-term convertible notes payable - related party | $ 35,860 | 412,541 | 448,401 | ||||
Conversion of Short-term convertible notes payable - related party, shares | 35,860,079 | ||||||
Conversion of April Advance notes - related parties | $ 198,194 | 2,579,961 | 2,778,155 | ||||
Conversion of April Advance notes - related party, shares | 198,194,248 | ||||||
Issuance of warrants pursuant to conversion of Short-term convertible notes | 1,004,252 | 1,004,252 | |||||
Issuance of common stock in connection with extinguishment of short-term notes, related party | $ 4,368 | 214,046 | 218,414 | ||||
Issuance of Common Stock in connection with extinguishment of short term notes, related parties, shares | 4,368,278 | ||||||
Deemed dividend on Series D Convertible Preferred Stock at issuance | (37,207) | (37,207) | |||||
Reclassification of related party warrants to equity | 107,123 | 107,123 | |||||
Issuance of warrants pursuant to extension of convertible short-term notes, related party | 17,636 | 17,636 | |||||
Issuance of Series A Preferred Stock in Rights Offering, net of issuance costs | $ 218,285 | 2,517,451 | 2,735,736 | ||||
Issuance of Series A Preferred Stock in Rights Offering, net of issuance costs, shares | 218,285,024 | ||||||
Conversion of warrants to Common Stock | $ 1,000 | 26,000 | 27,000 | ||||
Conversion of warrants to Common Stock, shares | 1,000,000 | ||||||
Adjustment of exercise price on certain warrants | (438,913) | (438,913) | |||||
Reclassification of Series B warrants to equity | 73,805 | 73,805 | |||||
Reclassification of Series D warrants to equity | 337,400 | 337,400 | |||||
Issuance of Common Stock in exchange for consulting fees incurred | $ 109 | 34,891 | 35,000 | ||||
Issuance of Common Stock in exchange for consulting fees incurred, shares | 109,375 | ||||||
Issuance of warrants pursuant to private placement of Series D Convertible Preferred Stock | 31,902 | 31,902 | |||||
Conversion of Short-term convertible notes to Preferred Stock | $ 89,790 | 1,167,271 | 1,257,061 | ||||
Conversion of Short-term convertible notes to Preferred Stock, shares | 89,790,089 | ||||||
Net loss | (6,459,236) | (6,459,236) | |||||
Issuance of warrants pursuant to extension of maturity date on convertible debt | 6,595 | 6,595 | |||||
Ending balance at Dec. 31, 2020 | $ 538,109 | $ 127,159 | 42,515,999 | (43,858,974) | (370,132) | (1,047,839) | |
Ending balance, shares at Dec. 31, 2020 | 538,109,409 | 127,159,464 | |||||
Beginning balance at Jun. 30, 2020 | $ 6 | $ 104,246 | 27,761,076 | (46,248,302) | (370,132) | (18,753,106) | |
Beginning balance, shares at Jun. 30, 2020 | 6,100 | 104,246,357 | |||||
Conversion of Series B Preferred Stock to Common Stock | $ (6) | $ 2,120 | 150,983 | 153,097 | |||
Conversion of series B preferred stock to common stock, shares | (6,100) | 2,119,713 | |||||
Accrued dividends on Series B Preferred Stock | (7,856) | (7,856) | |||||
Conversion of Short-term related party convertible notes to Preferred Stock | $ 35,860 | 412,541 | 448,401 | ||||
Conversion of Short-term related party convertible notes to Preferred Stock, shares | 35,860,079 | ||||||
Deemed dividend on Series D Preferred Stock | (36,450) | (36,450) | |||||
Conversion of Short-term convertible notes to Preferred Stock | $ 287,984 | 4,751,484 | 5,039,468 | ||||
Conversion of Short-term convertible notes to Preferred Stock, shares | 287,984,337 | ||||||
Conversion of related party warrants to equity | 107,123 | 107,123 | |||||
Conversion of Series D Preferred Stock to Common Stock | $ 15,773 | 6,422,441 | 6,438,214 | ||||
Conversion of Series D Preferred Stock to Common Stock, shares | 15,773,363 | ||||||
Reclassification of Series B warrants to Common Stock | 73,805 | 73,805 | |||||
Reclassification of Series D warrants to Common Stock | 337,400 | 337,400 | |||||
Issuance of Series A Preferred Stock in Rights Offering | $ 218,285 | 2,517,451 | 2,735,736 | ||||
Issuance of Series A Preferred Stock in Rights Offering, shares | 218,285,024 | ||||||
Net loss | 3,949,879 | 3,949,879 | |||||
Ending balance at Sep. 30, 2020 | $ 542,129 | $ 122,139 | 42,489,998 | (42,298,423) | (370,132) | 485,711 | |
Ending balance, shares at Sep. 30, 2020 | 542,129,440 | 122,139,433 | |||||
Beginning balance at Dec. 31, 2020 | $ 538,109 | $ 127,159 | 42,515,999 | (43,858,974) | (370,132) | (1,047,839) | |
Beginning balance, shares at Dec. 31, 2020 | 538,109,409 | 127,159,464 | |||||
Stock based compensation | 1,024,359 | 1,024,359 | |||||
Conversion of Series A Preferred Stock to Common Stock | $ (22,235) | $ 22,235 | |||||
Conversion of Series A Preferred Stock to Common Stock, shares | (22,235,055) | 22,235,055 | |||||
Net loss | (4,052,290) | (4,052,290) | |||||
Ending balance at Sep. 30, 2021 | $ 515,874 | $ 149,394 | 43,540,358 | (47,911,264) | (370,132) | (4,075,770) | |
Ending balance, shares at Sep. 30, 2021 | 515,874,354 | 149,394,519 | |||||
Beginning balance at Jun. 30, 2021 | $ 520,305 | $ 144,963 | 43,377,999 | (47,324,653) | (370,132) | (3,651,518) | |
Beginning balance, shares at Jun. 30, 2021 | 520,305,884 | 144,962,989 | |||||
Stock based compensation | 162,359 | 162,359 | |||||
Conversion of Series A Preferred Stock to Common Stock | $ (4,431) | $ 4,431 | |||||
Conversion of Series A Preferred Stock to Common Stock, shares | (4,431,530) | 4,431,530 | |||||
Net loss | (586,611) | (586,611) | |||||
Ending balance at Sep. 30, 2021 | $ 515,874 | $ 149,394 | $ 43,540,358 | $ (47,911,264) | $ (370,132) | $ (4,075,770) | |
Ending balance, shares at Sep. 30, 2021 | 515,874,354 | 149,394,519 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | ||||
Net loss | $ (4,052,290) | $ (4,898,685) | $ (6,459,236) | $ (29,807,878) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 13,859 | 69,447 | 81,470 | 834,291 |
Loss on impairment | 15,508,401 | |||
Loss on asset disposal | 92,804 | 1,342 | ||
Amortization of debt discount | 1,395,007 | 1,395,007 | 152,342 | |
Interest and penalties on extension of short-term convertible notes | 85,365 | |||
Forgiveness of PPP loan | (698,820) | |||
Issuance of warrants to extend convertible debt | 17,636 | |||
Issuance of warrants pursuant to short-term notes, related party | (1,300,088) | |||
Issuance of warrants to extend short-term debt | 6,595 | |||
Stock-based compensation | 1,024,359 | 643 | 643 | 1,785,082 |
Loss on write-off of inventory | 131,455 | |||
Common stock issued for consulting services | 35,000 | 35,000 | 95,533 | |
Income from change in fair value adjustment of derivative liability - warrants | (2,986,854) | (827,260) | ||
Change in fair value of redemption put liability | (272,705) | (272,704) | (346,696) | |
Change in fair value of derivative liability - warrants | (2,986,853) | |||
Change in fair value of derivative liability - warrants | (272,705) | |||
Change in fair value of Derivative Liability - Day one derivative loss | 2,306,121 | 2,306,121 | ||
Issuance of warrants to extend short-term debt, related party | 17,636 | |||
Bad debt expense | 6,000 | 90,137 | ||
Issuance of warrants pursuant to extension of maturity date on convertible debt | 6,595 | 106,158 | ||
Issuance of Common Stock pursuant to warrant exchange | 27,000 | |||
Gain on extinguishment of short-term notes, related party | (1,300,088) | (1,300,088) | ||
Warrant modification expense | 70,851 | 70,851 | ||
Changes in operating assets and liabilities, net of purchase transaction: | ||||
Accounts receivable | (9,200) | 20,167 | 16,667 | 48,195 |
Patient financing receivable, current portion | (35,080) | |||
Other receivables | 21,572 | 16,372 | (3,450) | (13,529) |
Patient financing receivable, net of current portion | (61,547) | |||
Prepaid expenses and other assets | (968) | 707,457 | 723,578 | (697,529) |
Interest payable | 6,333 | 35,565 | 36,196 | (10,592) |
Accounts payable | 37,759 | (237,409) | (478,572) | 121,907 |
Accrued liabilities | (89,296) | (21,206) | (48,569) | (263,874) |
Other current liabilities | (13,482) | (15,680) | (20,369) | (2,875) |
Deferred revenue | (224,118) | (409,375) | (412,007) | 720,092 |
Net Cash Used in Operating Activities | (3,988,115) | (5,461,140) | (7,257,743) | (12,291,275) |
Cash Flows from Investing Activities | ||||
Purchase of property and equipment | (7,832) | (2,285) | (2,284) | (20,686) |
Purchase of business, net of cash acquired | (302,710) | |||
Net assets not included in purchase transaction | (69,629) | |||
Net Cash Used in Investing Activities | (7,832) | (2,285) | (2,284) | (393,025) |
Cash Flows from Financing Activities | ||||
Proceeds from short-term related party notes | 1,584,665 | 1,635,000 | ||
Payment of dividends | (14,684) | |||
Proceeds from convertible notes payable | 1,091,080 | |||
Proceeds from Paycheck Protection Plan | 809,082 | 809,082 | ||
Payment on debt obligations | (10,937) | (370,636) | ||
Proceeds from common stock, net of issuance costs | 4,337,106 | |||
Proceeds from Secured Convertible Promissory Notes | 3,842,695 | 2,613,965 | ||
Proceeds from issuance of Series D Convertible Preferred Stock, net of issuance costs | 100,000 | 5,888,017 | ||
Payments on PPP Loan | (13,230) | (10,937) | ||
Proceeds from warrants, net of issuance costs | 3,842,695 | |||
Proceeds from Preferred stock Series A, net of issuance costs | 2,735,736 | (2,735,736) | ||
Payment on Preferred stock Series B Convertible Preferred Stock redemption | (50,000) | |||
Proceeds from issuance of Series D Convertible Preferred Stock | 100,000 | |||
Net Cash Provided by Financing Activities | 2,662,515 | 7,476,576 | 7,476,576 | 14,038,768 |
Net Increase in Cash | (1,333,432) | 2,013,151 | 216,549 | 1,354,468 |
Cash - Beginning of period | 1,640,645 | 1,424,096 | 1,424,096 | 69,628 |
Cash - End of period | 307,213 | 3,437,247 | 1,640,645 | 1,424,096 |
Supplementary Cash Flow Information | ||||
Cash paid for interest | 3,367 | 17,066 | 33,136 | 197,500 |
Non-cash investing and financing activities | ||||
Deemed dividend on Series D Convertible Preferred Stock | 314,926 | 314,926 | 3,190,639 | |
Conversion of Series D Preferred Stock to Common Stock | 6,438,214 | |||
Conversion of related party (Horne) warrants to equity | 107,123 | |||
Reclassification of Series B warrants to equity | 73,805 | |||
Reclassification of Series D warrants to equity | 337,400 | |||
Issuance of Common Stock in exchange for consulting fees | 35,000 | |||
Issuance of warrants to extend short-term debt | 6,595 | |||
Issuance of warrants pursuant to extension of convertible short-term notes | 17,636 | |||
Conversion of Series B Preferred Stock to Common Stock | 153,097 | |||
Conversion of short-term related party convertible notes to Preferred Stock | 412,541 | |||
Conversion of short-term convertible notes to Preferred Stock | 4,751,484 | |||
Dividends accrued on Series B Preferred Stock | 44,456 | |||
Adjustment of exercise price on convertible debt | 438,913 | |||
Issuance of Common Stock in connection with extinguishment of short-term notes, related parties | 218,414 | |||
Issuance of Warrants in connection with Series D Convertible Preferred Stock | 31,902 | |||
Proceeds from Preferred stock Series A, net of issuance costs | (2,735,736) | 2,735,736 | ||
Common stock issued to pay accrued dividends | 19,426 | |||
Deemed dividend on adjustment to exercise price on convertible debt and certain warrants | 287,542 | |||
Deemed dividend on beneficial conversion feature | 32,592 | |||
Conversion of debt obligations to Common Stock | 225,937 | |||
Conversion of Series D Convertible Preferred Stock and accrued dividends to Common Stock | 6,438,214 | 623,045 | ||
Reclassification of related party warrants to equity | 107,123 | |||
Reclassification of Series B warrants to equity | 73,805 | |||
Reclassification of Series D warrants to equity | 337,400 | |||
Conversion of debt obligations to warrants | 74,063 | |||
Issuance of warrants pursuant to note payable, related party | 56,378 | |||
Conversion of Series B Convertible Preferred Stock and accrued dividends to Common Stock | 153,097 | |||
Conversion of Short-term convertible notes payable, related party | 448,401 | |||
Conversion of April Advance notes-related parties | 2,778,155 | |||
Conversion of Short-term convertible notes to Preferred Stock | $ 5,039,468 | 1,257,061 | ||
Issuance of warrants pursuant to conversion of short-term convertible notes | 1,004,252 | |||
Dividends accrued on Series B Convertible Preferred Stock | 44,456 | 65,512 | ||
Adjustment of exercise price on certain warrants | 438,913 | |||
Issuance of Common Stock in connection with extinguishment of short-term notes, related party | 218,414 | |||
Issuance of warrants pursuant to private placement of Series D Convertible Preferred Stock | 31,902 | 1,893,006 | ||
Right-of-use asset additions | 1,165,785 | |||
Right-of-use liability | $ 1,187,991 |
Description of the Company
Description of the Company | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Description of the Company | Note 1 - Description of the Company H-CYTE, Inc (“the Company”) is a hybrid-biopharmaceutical company dedicated to developing and delivering new treatments for patients with chronic respiratory and pulmonary disorders. During the last two years, the Company has evolved into two separate divisions with its entrance into the biologics development space (“Biologics Division”). This new division is complementary to the Company’s current Lung Health Institute (LHI) autologous infusion therapy business (“Infusion Division”) and is focused on underserved disease states. On September 8, 2021, the Company announced that its Lung Health Institute facilities changed its name to Centers for Respiratory Health as the clinics continue to deliver treatments for patients with chronic respiratory and pulmonary disorders. The consolidated results for H-CYTE include the following wholly-owned subsidiaries: H-CYTE Management, LLC, Medovex Corp, Cognitive Health Institute, LLC, and Lung Institute Tampa, LLC and the results include Lung Institute Dallas, PLLC (“LI Dallas”), Lung Institute Nashville, PLLC (“LI Nashville”), Lung Institute Pittsburgh, PLLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as Variable Interest Entities (“VIEs”). Additionally, H-CYTE Management, LLC is the operator and manager of the various Lung Health Institute (LHI) clinics: LI Dallas, LI Nashville, LI Pittsburgh, and LI Scottsdale. The LI Dallas and LI Pittsburgh clinics did not reopen in 2020 after the temporary closure of all LI clinics due to COVID-19. These two clinics will remain permanently closed. On September 11, 2020, with the closing of the Rights Offering, FWHC, LLC, FWHC Bridge, LLC, and FWHC Bridge Friends, LLC (collectively known as “FWHC”) gained control of the Company by subsequently owning approximately 61 Autologous Infusion Therapy (“Infusion Division”) The Infusion Division develops and implements innovative treatment options in autologous cellular therapy (PRP-PBMC) to treat chronic lung disorders. Committed to an individualized patient-centric approach, this division provides oversight and management of the highest quality to the LHI clinics, while producing positive medical outcomes following the strictest Centers for Disease Control and Prevention (the “CDC”) guidelines. Biotech Development (“Biologics Division”) On June 21, 2019, H-CYTE entered into an exclusive product supply agreement with Rion, LLC (“Rion”) to develop and distribute (post U.S. Food & Drug Administration, the “FDA”, approval) a biologic combining its PRP-PBMC technology with Rion’s exosomes (“EV”) technology for the treatment of chronic obstructive pulmonary disease (“COPD”), the fourth leading cause of death in the U.S. Rion has established a novel EV technology to harness the healing power of the body. Rion’s innovative technology, based on science developed at Mayo Clinic, provides an off-the-shelf platform to enhance healing in soft tissue, musculoskeletal, cardiovascular, and neurological organ systems. This agreement provides for a 10 -year exclusive and extendable supply agreement with Rion to enable H-CYTE to develop combined proprietary biologics. The Company is evaluating alternate EV technologies to determine the most favorable path forward. On October 9, 2019, the Company entered into a services agreement with Rion which provides the Company the benefit of Rion’s resources and expertise for the limited purpose of (i) consulting with and assisting H-CYTE in the further research and development for the generation of a new biologic and (ii) subsequently assisting H-CYTE in seeking and obtaining FDA Phase 1 IND clearance for this biologic as necessary. Rion has completed the research and development work which is under review by the Company. The Company is assessing if the Rion combined proprietary biologic is a more viable solution than potentially progressing with a single entity biologic from an alternative commercial source. On April 2, 2021, the Company entered into a series of agreements with Medovex, LLC to pursue a joint venture regarding the continued development and commercialization of the DenerveX device for business outside of the U.S. The Company has determined that the transactions resulting from the series of agreements with Medovex, LLC are immaterial. The Company will assess the progress of the joint venture on a quarterly basis for materiality. | Note 1 – Description of the Company H-CYTE, Inc is a hybrid-biopharmaceutical company dedicated to developing and delivering new treatments for patients with chronic respiratory and pulmonary disorders. During the last 18 months, the Company has evolved into two separate verticals under its Healthcare Medical Biosciences Division with its entrance into the biologics development space (“Biologics Vertical”). This new vertical is complementary to the Company’s current Lung Health Institute (LHI) autologous infusion therapy business (“Infusion Vertical”) and is focused on underserved disease states. On July 11, 2019, MedoveX Corp. (“MedoveX”) changed its name to H-CYTE, Inc. (“H-CYTE” or the “Company”) by filing a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of the State of Nevada. The name change and the Company’s new symbol, HCYT, became effective with FINRA on July 15, 2019. H-CYTE was incorporated in Nevada on July 30, 2013 as SpineZ Corp. On October 18, 2018, H-CYTE (formerly named MedoveX) entered into an Asset Purchase Agreement (“APA”) with Regenerative Medicine Solutions, LLC, RMS Shareholder, LLC (“Shareholder”), Lung Institute LLC (“LI”), RMS Lung Institute Management LLC (“RMS LI Management”) and Cognitive Health Institute Tampa, LLC (“CHIT”), (collectively “RMS”). On January 8, 2019, the APA was amended, and the Company acquired certain assets and assumed certain liabilities of RMS as reported in the 8-K/A filed in March of 2019. Based on the terms of the APA and its amendment (collectively the “APA”), the former RMS members had voting control of the combined company as of the closing of the RMS acquisition. For accounting purposes, the acquisition transaction has been treated as a reverse acquisition whereby the Company is deemed to have been acquired by RMS and the historical financial statements prior to the acquisition date of January 8, 2019 now reflect the historical financial statements of RMS. As of the merger, the consolidated results for H-CYTE include the following wholly-owned subsidiaries: H-CYTE Management, LLC (formerly Blue Zone Health Management, LLC), MedoveX Corp, Cognitive Health Institute, LLC, and Lung Institute Tampa, LLC (formerly Blue Zone Lung Tampa, LLC) and the results included Lung Institute Dallas, PLLC (“LI Dallas”), Lung Institute Nashville, PLLC (“LI Nashville”), Lung Institute Pittsburgh, PLLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as Variable Interest Entities (“VIEs”). H-CYTE Management, LLC is the operator and manager of the various Lung Health Institute (LHI) clinics: LI Dallas, LI Nashville, LI Pittsburgh, and LI Scottsdale. On September 11, 2020, with the closing of the Rights Offering, FWHC, LLC, FWHC, Bridge, LLC, and FWHC Bridge Friends, LLC (collectively known as “FWHC”) gained control of the Company by subsequently owning approximately 61% Company’s Two Operating Divisions The Company has two divisions: the Healthcare Medical Biosciences Division (“which includes the Infusion Vertical and the Biologics Vertical”) and the DenerveX medical device division (“DenerveX”). The Company has decided to focus its available resources on the Medical Biosciences Division as it represents a significantly greater opportunity than the DenerveX division. The Company is no longer manufacturing or selling the DenerveX device but continues to explore possible opportunities to monetize such technology. Healthcare Medical Biosciences Division (Biosciences Division) Autologous Infusion Therapy (“Infusion Vertical”) The Company’s Biosciences includes the Infusion Business that develops and implements innovative treatment options in autologous cellular therapy (PRP-PBMC) to treat chronic lung disorders. Committed to an individualized patient-centric approach, this division consistently provides oversight and management of the highest quality care to the LHI clinics located in Tampa, Nashville, and Scottsdale, while producing positive medical outcomes following the strictest CDC guidelines. Biotech Development Division (“Biologics Vertical”) On June 21, 2019, H-CYTE entered into an exclusive product supply agreement with Rion, LLC (“Rion”) to develop and distribute (post FDA approval) a biologic for chronic obstructive pulmonary disease (“COPD”), the fourth leading cause of death in the U.S. Rion has established a novel biologics technology to harness the healing power of the body. Rion’s innovative technology, based on science developed at Mayo Clinic, provides an off-the-shelf platform to enhance healing in soft tissue, musculoskeletal, cardiovascular and neurological organ systems. This agreement provides for a 10 On October 9, 2019, the Company entered into a services agreement with Rion which provides the Company the benefit of Rion’s resources and expertise for the limited purpose of (i) consulting with and assisting H-CYTE in the further research and development for the generation of a new biologic and (ii) subsequently assisting H-CYTE in seeking and obtaining FDA Phase 1 IND clearance for this biologic as necessary. Rion also agrees to consult with H-CYTE in its arrangement for services from third parties unaffiliated with Rion to support research, development, regulatory approval, and commercialization of the biologic. With these agreements, Rion will serve as the product supplier and contracted preclinical development arm of the biologic. H-CYTE will control the commercial development and the clinical trial investigation. After conducting the clinical efficacy trials of this biologic, H-CYTE intends to pursue submission of a Biologics License Application (“BLA”) for review by the FDA for treatment of COPD. Proprietary Medical Device Business (DenerveX division) In the first quarter of 2020, the Company made the decision to stop any further efforts to source alternative manufacturing and distributor options or other product relationships for the DenerveX product. Although the Company believes the DenerveX technology has value, the Company did not believe it would realize value in the foreseeable future. The Company recorded an impairment charge for intangibles associated with the DenerveX intellectual property and wrote off related inventory balances as of December 31, 2019. The Company is no longer manufacturing or selling the DenerveX device but continues to explore possible opportunities to monetize such technology. |
Basis of presentation
Basis of presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of presentation | Note 2 – Basis of presentation The accompanying interim consolidated financial statements have been prepared based upon U.S. Securities and Exchange Commission rules that permit reduced disclosure for interim periods. Therefore, they do not include all information and footnote disclosures necessary for a complete presentation of the Company’s financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. The Company filed audited consolidated financial statements as of and for the fiscal years ended December 31, 2020 and 2019, which included all information and notes necessary for such complete presentation in conjunction with its 2020 Annual Report on Form 10-K. The results of operations for the interim period ended September 30, 2021 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020, which are contained in the Company’s 2020 Annual Report on Form 10-K. For further discussion refer to Note 2 – “Basis Of Presentation And Summary of Significant Accounting Policies” to the consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Estimates” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Principles of Consolidation | Note 2 – Basis Of Presentation and Summary of Significant Accounting Policies Basis of presentation Based on the terms of the APA, the former RMS members had voting control of the combined company as of the closing of the Merger. RMS is deemed to be the acquiring company for accounting purposes and the transaction is accounted for as a reverse acquisition under the acquisition method of accounting for business combinations in accordance with U.S. GAAP. The assets acquired and the liabilities assumed of RMS included as part of the purchase transaction are recorded at historical cost. Accordingly, the assets and liabilities of H-CYTE are recorded as of the Merger closing date at their estimated fair values. The consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders’ deficit, and the consolidated statements of cash flows do not reflect the historical financial information related to H-CYTE prior to the Merger as they only reflect the historical financial information related to RMS. For the consolidated statements of stockholders’ deficit, the common stock, preferred stock, and additional paid in capital reflect the accounting for the stock received by the RMS members as of the Merger as if it was received at the beginning of the periods presented. Principles of Consolidation U.S. GAAP requires that a related entity be consolidated with a company when certain conditions exist. An entity is considered to be a VIE when it has equity investors who lack the characteristics of having a controlling financial interest, or its capital is insufficient to permit it to finance its activities without additional subordinated financial support. Consolidation of a VIE by the Parent would be required if it is determined that the Parent will absorb a majority of the VIE’s expected losses or residual returns if they occur, retain the power to direct or control the VIE’s activities, or both. The accompanying audited consolidated financial statements include the accounts of the Parent, its wholly owned subsidiaries, and its VIEs. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates In preparing the financial statements, U.S. GAAP requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. Significant estimates were made around the valuation of embedded derivatives, which impacts gains or losses on such derivatives, the carrying value of debt, interest expense, and deemed dividends. Actual results could differ from those estimates. Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash balances at December 31, 2020 and 2019 consists of funds deposited in checking accounts with commercial banks. Accounts Receivable Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. Trade accounts receivable are stated net of an estimate made for doubtful accounts, if any. Management evaluates the adequacy of the allowance for doubtful accounts regularly to determine if any account balances will potentially be uncollectible. Customer account balances are considered past due or delinquent based on the contractual agreement with each customer. Accounts are written off when, in management’s judgment, they are considered uncollectible. At December 31, 2020 and 2019, management believes no 6,000 90,000 Impairment of Long-Lived Assets The Company reviews the values assigned to long-lived assets, including property and equipment and certain intangible assets, to determine whether events and circumstances have occurred which indicate that the remaining estimated useful lives may warrant revision or that the remaining balances may not be recoverable. The evaluation of asset impairment requires management to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment, and actual results may differ from estimated amounts. In such reviews, undiscounted cash flows associated with these assets are compared with their carrying value to determine if a write-down to fair value is required (see Note 7). Goodwill Goodwill represents the excess of purchase price over fair value of net identified tangible and intangible assets and liabilities acquired. The Company does not amortize goodwill; it tests goodwill for impairment on at least an annual basis. An impairment loss, if any, is measured as the excess of the carrying value of the reporting unit over the fair value of the reporting unit (see Note 7). Leases In February 2016, the Financial Accounting Standard Board (“FASB”) established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02 (as amended), which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than twelve months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company has not entered into significant lease agreements in which it is the lessor. For the lease agreements in which the Company is the lessee, under Topic 842, lessees are required to recognize a lease liability and right-of-use asset for all leases (except for short-term leases) at the lease commencement date. Effective January 1, 2019, the Company adopted this guidance, applied the modified retrospective transition method and elected the transition option to use the effective date as the date of initial application. The Company recognized the cumulative effect of the transition adjustment on the consolidated balance sheet as of the effective date and did not provide any new lease disclosures for periods before the effective date. With respect to the practical expedients, the Company elected the package of transitional-related practical expedients and the practical expedient not to separate lease and non-lease components. Other Receivables Other receivables totaling approximately $ 22,000 19,000 3,000 10,000 19,000 9,000 Revenue Recognition The Company recognizes revenue in accordance with U.S. GAAP as outlined in the FASB ASC 606, Revenue From Contracts with Customers The Company uses a standard pricing model for the types of cellular therapy treatments that is offered to its patients. The transaction price accounts for medical, surgical, facility, and office services rendered by the Company for consented procedures and is recorded as revenue. The Company recognizes revenue when the terms of a contract with a patient are satisfied. The Company offers two types of cellular therapy treatments to their patients. 1) The first type of treatment includes medical services rendered typically over a two-day period in which the patient receives cellular therapy. For this treatment type, revenue is recognized in full at time of service. 2) The Company also offers a four-day treatment in which medical services are rendered typically over a two-day period and then again, approximately three months later, medical services are rendered for an additional two days of treatment. Payment is collected in full for both service periods at the time the first treatment is rendered. Revenue is recognized when services are performed based on the estimated standalone selling price of each service. The Company has deferred recognition of revenue amounting to approximately $ 634,000 1,046,000 The Company’s policy is to not offer refunds to patients. However, in limited instances the Company may make exceptions to this policy for extenuating circumstances. These instances are evaluated on a case-by-case basis and may result in a patient refund. Management performed an analysis of its customer refund history for refunds issued related to prior year’s revenue. Management used the results of this historical refund analysis to record a reserve for anticipated future refunds related to recognized revenue. At December 31, 2020 and 2019, the estimated allowance for refunds was approximately $ 77,000 63,000 Research and development costs Research and development expenses are recorded in operating expenses in the period in which they are incurred. Advertising Advertising costs are recorded in operating expenses in the period in which they are incurred. Stock-Based Compensation The Company maintains a stock option incentive plan and accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation Income Taxes The Company utilizes the liability method of accounting for income taxes as set forth in FASB ASC Topic 740, “Income Taxes”. Under the liability method, deferred taxes are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using tax rates expected to be in effect during the years in which the difference turns around. The Company accounts for interest and penalties on income taxes as income tax expense. A valuation allowance is recorded when it is more likely than not that a tax benefit will not be realized. In determining the need for valuation allowances the Company considers projected future taxable income and the availability of tax planning strategies. From inception to December 31, 2020, the Company has incurred net losses and, therefore, has no current income tax liability. The net deferred tax asset generated by these losses is fully offset by a valuation allowance as of December 31, 2020 and 2019 since it is currently likely that the benefit will not be realized in future periods. There are no Net Loss Per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus potentially dilutive common shares outstanding using the treasury stock method. Any potentially dilutive securities are antidilutive due to the Company’s net losses. Fair Value Measurements The Company measures certain non-financial assets, liabilities, and equity issuances at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as long-lived assets and non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. The Company classifies its stock warrants as either liability or equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” (ASC 480) and ASC 815, “Derivatives and Hedging” (ASC 815), depending on the specific terms of the warrant agreement. The Company uses the fair value measurement framework to value these assets and report the fair values in the periods in which they are recorded, adjusted above, or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: ● Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; ● Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and ● Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. The Company evaluates its financial liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. Although the Company believes that the recorded fair value of our financial instruments is appropriate at December 31, 2020, these fair values may not be indicative of net realizable value or reflective of future fair values. |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management’s Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liquidity, Going Concern and Management’s Plans | Note 3 - Liquidity, Going Concern and Management’s Plans The Company incurred net losses of approximately $ 587,000 and $ 4,052,000 for the three and nine months ended September 30, 2021. The Company has historically incurred losses from operations and expects to continue to generate negative cash flows as it implements its plan around the Biosciences Division. The interim consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) as applicable to a going concern. COVID-19 has adversely affected the Company’s financial condition and results of operations. The impact of the outbreak of COVID-19 on the economy in the U.S. and the rest of the world is expected to continue to be significant. The extent to which the COVID-19 outbreak will continue to impact the economy is highly uncertain and cannot be predicted. Accordingly, the Company cannot predict the extent to which its financial condition and results of operations will be affected. Convertible Notes Payable On April 1, 2021, the Company, entered into a Secured Convertible Note Purchase Agreement (the “April 2021 Note Purchase Agreement”) with five (5) investors (the “Holders”). Pursuant to the terms of the April 2021 Note Purchase Agreement, the Company sold promissory notes in the aggregate principal amount of $ 2,575,000 maturing on March 31, 2022 with an annual interest rate of 8 %. The Notes, plus accrued interest, are convertible into shares of Common Stock at a discount of 20 % to the price paid for such New Securities in the next round of financing that meets the definition of Qualified Financing as defined in the April 2021 Note Purchase Agreement. The Notes are secured by the assets of the Company under a security agreement with the Holders. The lead investor of the April 2021 Note Purchase Agreement, FWHC Bridge, LLC, advanced $ 1,500,000 of the total amount to the Company. FWHC Bridge, LLC is an affiliated entity of FWHC, LLC, which is a principal stockholder and related party of the Company. An additional affiliate of FWHC, LLC provided an additional $ 25,000 as part of the April 2021 Note Purchase Agreement. On October 14, 2021, H-Cyte, Inc. (the “Company”) entered into the Second Closing Bring Down Agreement (the “October 2021 Note Purchase Agreement”) whereby the five (5) investors who had entered into the April 2021 Note Purchase Agreement purchased new notes in the Company in the aggregate principal amount of $ 750,000 . The Notes are due and payable on March 31, 2022 and bear interest at an annual rate of 8 %. The Notes are convertible into shares of Common Stock at a discount of 20 % to the price paid for such New Securities in the next financing that meets the definition of a Qualified Financing as defined in the April 2021 Note Purchase Agreement. The Notes are secured by all of the assets of the Company under a security agreement with the Holders. The lead investor of the October 2021 Note Purchase Agreement, FWHC Bridge, LLC, advanced $ 437,000 of the total amount to the Company. FWHC Bridge, LLC is an affiliated entity of FWHC, LLC, which is a principal stockholder and related party of the Company. An additional affiliate of FWHC, LLC provided an additional $ 7,500 as part of the October 2021 Note Purchase Agreement. The Company chose early adoption of ASU 2020-06 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The Company had cash on hand of approximately $ 307,000 as of September 30, 2021 and approximately $ 644,000 as of November 9, 2021. The Company’s cash is insufficient to fund its operations over the next year and the Company is currently working to obtain additional debt or equity financing to help support the Biosciences Division’s business model. There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. If the Company is unable to fund its operations from existing cash on hand, operating cash flows, additional borrowings, or raising equity capital, the Company may be forced to discontinue operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | Note 3 - Liquidity, Going Concern and Management’s Plans The Company incurred net losses of approximately $ 6,459,000 7,258,000 COVID-19 has adversely affected the Company’s financial condition and results of operations. The impact of the outbreak of COVID-19 on the economy in the U.S. and the rest of the world is expected to continue to be significant. The extent to which the COVID-19 outbreak will continue to impact the economy is highly uncertain and cannot be predicted. Accordingly, the Company cannot predict the extent to which its financial condition and results of operations will be affected. The Company has updated its business model to decrease corporate overhead and marketing expense to significantly reduce expenses. The Company believes that as COVID-19 begins to dissipate due to vaccinations being administered nationwide, patients will again feel comfortable traveling to one of the LHI clinics for treatment. The Company’s Biologics Vertical has commenced preclinical work in support of filing an Investigational New Drug Application (“IND”) with the U.S. Food and Drug Administration (“FDA”). The Company is anticipating an initial submission during the second half of 2021. The Company had cash on hand of approximately $ 1,641,000 436,000 There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. If the Company is unable to fund its operations from existing cash on hand, operating cash flows, additional borrowings, or raising equity capital, the Company may be forced to discontinue operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Right-of-use Asset And Lease Li
Right-of-use Asset And Lease Liability | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Right-of-use Asset And Lease Liability | ||
Right-of-use Asset And Lease Liability | Note 4 – Right-of-use Asset And Lease Liability The components of lease expense, which are included in other general and administrative expense, for the three and nine months ended September 30, 2021 and 2020, respectively, are as follows: Schedule of Components of Lease Expense Three Months Ended Nine Months Ended 2021 2020 2021 2020 Operating lease expense $ 69,582 140,381 253,233 442,409 Cash paid for amounts included in the measurement of lease liabilities for the three and nine months ended September 30, 2021 and 2020, respectively, are as follows: Schedule of Cash Paid for Amounts Included the Measurement of Lease Liabilities Three Months Ended Nine Months Ended 2021 2020 2021 2020 Operating cash flows from operating leases $ 69,582 140,381 253,233 442,409 Supplemental balance sheet and other information related to operating leases are as follows: Schedule of Supplemental Balance Sheet and Other Information September 30, 2021 December 31, 2020 Operating leases right-of-use assets $ 162,207 278,552 Lease liability, current portion 92,589 139,189 Lease liability, net of current portion 87,304 157,050 Total operating lease liabilities $ 179,893 296,239 Weighted average remaining lease term 1.92 2.32 Weighted average discount rate 9.96 % 10.31 % Future maturities of operating lease liabilities as of September 30, 2021 are as follows: Schedule of Maturities of Lease Liabilities Operating leases Remainder of 2021 $ 25,584 2022 102,891 2023 69,333 Due after two years through three years 69,333 Total lease payments 197,808 Total lease payments 197,808 Less: Interest 17,915 Total lease liability $ 179,893 The Company did not renew its corporate office space lease in Tampa, FL which expired on March 31, 2021. The Company leases medical clinic space in Tampa, FL, Nashville, TN, and Scottsdale, AZ. These clinic locations have various expiration dates through August 31, 2023. The leasing arrangements contain various renewal options that are adjusted for increases in the consumer price index or agreed upon rates. The Company entered into a twelve-month lease extension for its Tampa location beginning April 1, 2021 totaling $ 71,775 94,500 | Note 5 – Right-of-use Asset And Lease Liability Upon adoption of ASU No. 2016-02 (as amended), additional current liabilities of approximately $ 475,000 713,000 1,167,000 The consolidated balance sheet at December 31, 2020 reflects current lease liabilities of approximately $ 139,000 157,000 279,000 The components of lease expense, included in other general and administrative expense, for the years ended December 31, 2020 and 2019, respectively, are as follows: Schedule of Components of Lease Expense December 31, 2020 December 31, 2019 Operating lease expense $ 548,622 $ 579,770 Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2020 and 2019, respectively, are as follows: Schedule of Cash Paid for Amounts Included the Measurement of Lease Liabilities December 31, 2020 December 31, 2019 Operating cash flows from operating leases $ 548,622 $ 579,770 Supplemental balance sheet and other information related to operating leases are as follows: Schedule of Supplemental Balance Sheet and Other Information December 31, 2020 December 31, 2019 Operating leases: Operating leases right-of-use assets $ 278,552 $ 738,453 Lease liability, current 139,189 453,734 Lease liability, net of current portion 157,050 302,175 Total operating lease liabilities $ 296,239 755,909 Weighted average remaining lease term 2.32 2.2 Weighted average discount rate 10.31 % 7.75 % Maturities of operating lease liabilities as of December 31, 2020 are as follows: Schedule of Maturities of Lease Liabilities December 31, 2020 Due in one year or less $ 154,559 Due after one year through two years 102,891 Due after two years through three years 69,333 Total lease payments 326,783 Less interest (30,544 ) Total $ 296,239 Operating lease expense and cash flows from operating leases and short-term leases for years ended December 31, 2020 and 2019 totaled approximately $ 570,000 580,000 73,750 maturity date of October 31, 2021 71,775 maturity date of March 31, 2022. The Company leases corporate office space in Tampa, FL and Atlanta, GA. The Company also leases medical clinic space in Tampa, FL, Nashville, TN, Scottsdale, AZ, Pittsburgh, PA, and Dallas, TX. The leasing arrangements contain various renewal options that are adjusted for increases in the consumer price index or agreed upon rates. Each location has its own expiration date ranging from April 30, 2020 to August 31, 2023. The Company did not renew the leases in Dallas, TX, Pittsburgh, PA, and Atlanta, GA as those leases all expired in 2020. The Company does not intend on renewing its corporate office space lease in Tampa, FL which expires on March 31, 2021 but will renew the Tampa, FL lease for the LHI clinic. |
Property And Equipment
Property And Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property And Equipment | Note 5 - Property And Equipment Property and equipment, net, consists of the following: Schedule of Property and Equipment Useful Life September 30, 2021 December 31, 2020 Furniture and fixtures 5 7 $ 96,185 $ 231,222 Computers and software 3 7 213,660 246,323 Leasehold improvements 15 40,130 155,583 Property and equipment 349,975 633,128 Less: accumulated depreciation (309,631 ) (493,953 ) Total $ 40,344 $ 139,175 Depreciation expense was approximately $ 300 and $ 14,000 for the three and nine months ended September 30, 2021, respectively. Depreciation expense was approximately $ 30,000 and $ 69,000 for the three and nine months ended September 30, 2020, respectively. The Company uses the straight-line depreciation method to calculate depreciation expense. The Company recorded a loss on disposal of approximately $ 0 93,000 for the three and nine months ended September 30, 2021, respectively. | Note 6 - Property and Equipment Property And Equipment Property and equipment, net, consists of the following: Schedule of Property and Equipment Useful Life December 31, 2020 December 31, 2019 Furniture and fixtures 5 7 years $ 231,222 $ 231,222 Computers and software 3 7 years 246,323 244,039 Leasehold improvements 15 years 155,583 157,107 633,128 632,368 Less accumulated depreciation (493,953 ) (412,665 ) Total $ 139,175 $ 219,703 Depreciation expense was approximately $ 81,000 98,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 6 – Related Party Transactions Board Members and Officers and Related Expenses Effective February 1, 2019, the Company entered into an oral consulting agreement with Mr. Raymond Monteleone, Board Member and Chairman of the Audit Committee in which Mr. Monteleone received $ 10,000 per month for advisory services and $ 5,000 per quarter as Audit Committee Chair in addition to regular quarterly board meeting fees. Effective March 25, 2020, the Company reduced the advisory services to $ 5,000 per month and the fees per quarter as the Audit Committee Chair to $ 2,500 per quarter. On January 12, 2021, Mr. Monteleone was appointed as Chairman of the Board and Compensation Committee Chair. There are understandings between the Company and Mr. Monteleone for him to receive $ 5,000 2,500 18,000 and $ 53,000 in compensation to Mr. Monteleone for the three and nine months ended September 30, 2021, respectively. The Company expensed approximately $ 18,000 and $ 65,000 in compensation to Mr. Monteleone for the three and nine months ended September 30, 2020, respectively. Effective October 1, 2020, the Company entered into an oral agreement with Mr. Michael Yurkowsky in which Mr. Yurkowsky will receive $ 4,167 per month to serve on the Board of Directors. The Company expensed approximately $ 13,000 and $ 38,000 in compensation to Mr. Yurkowsky for the three and nine months ended September 30, 2021, respectively. For the three and nine months ended September 30, 2020, the Company expensed $ 0 . On January 12, 2021, Mr. William Horne stepped down as Chairman of the Board. Mr. Horne will remain a member of the Board. Effective March 1, 2021, the Company entered into an oral agreement with Mr. Horne in which Mr. Horne will receive $ 4,167 per month to serve on the Board of Directors. The Company expensed approximately $ 13,000 and $ 29,000 in Board fee compensation to Mr. Horne for the three and nine months ended September 30, 2021. For the three and nine months ended September 30, 2020, the Company expensed $ 0 . Debt and Other Obligations The convertible notes payable and convertible notes payable, related parties are detailed in Note 3 - “Liquidity, Going Concern and Management’s Plans” in this Form 10-Q. Change in Control On September 11, 2020, with the closing of the Rights Offering, FWHC, LLC, FWHC Bridge, LLC, and FWHC Bridge Friends, LLC (collectively known as “FWHC”) gained control of the Company by subsequently owning approximately 61 15,518,111 123,031,819 75,162,429 35,860,079 117,362,143 273,356,676 10 0.014 Convertible Notes Payable On April 1, 2021, the Company, entered into a Secured Convertible Note Purchase Agreement (the “April 2021 Note Purchase Agreement”) with five (5) investors (the “Holders”). Pursuant to the terms of the April 2021 Note Purchase Agreement, the Company sold promissory notes in the aggregate principal amount of $ 2,575,000 March 31, 2022 8 20 1,500,000 25,000 On October 14, 2021, H-Cyte, Inc. (the “Company”) entered into the Second Closing Bring Down Agreement (the “October 2021 Note Purchase Agreement”) whereby the five (5) investors who had entered into the April 2021 Note Purchase Agreement purchased new notes in the Company in the aggregate principal amount of $ 750,000 . The Notes are due and payable on March 31, 2022 and bear interest at an annual rate of 8 %. The Notes are convertible into shares of Common Stock at a discount of 20 % to the price paid for such New Securities in the next financing that meets the definition of a Qualified Financing as defined in the Note Purchase Agreement. The Notes are secured by all of the assets of the Company under a security agreement with the Holders. The lead investor of the October 2021 Note Purchase Agreement, FWHC Bridge, LLC, advanced $ 437,000 of the total amount to the Company. FWHC Bridge, LLC is an affiliated entity of FWHC, LLC, which is a principal stockholder and related party of the Company. An additional affiliate of FWHC, LLC provided an additional $ 7,500 as part of the October 2021 Note Purchase Agreement. | Note 8 – Related Party Transactions Consulting Expense The Company entered into an oral consulting arrangement with St. Louis Family Office, LLC, controlled by Jimmy St. Louis, former CEO of RMS, in January 2019 in the amount of $ 10,000 0 68,000 The Company entered into a consulting agreement with Strategos Public Affairs, LLC (Strategos) on February 15, 2019 for a period of twelve months, unless otherwise terminated by giving thirty days prior written notice. A close family member of the Company’s prior CEO is a partner in Strategos. The monthly fee started at $ 4,500 7,500 15,000 71,000 Officers and Board Members and Related Expenses On July 29, 2019, the Board appointed Dr. Andre Terzic to the Board. Dr. Andre Terzic served as a director at the Center for Regenerative Medicine of Mayo Clinic in Rochester, Minnesota for the last five years. Dr. Andre Terzic is the Chair of the Pharmaceutical Science and Clinical Pharmacology Advisory Committee of Food and Drug Administration, the President of the American Society for Clinical Pharmacology & Therapeutics, and one of the co-founders of Rion. Rion is a Minnesota Bio-tech Company focused on cutting-edge regenerative technologies. Dr. Terzic received his M.D. at University of Belgrade in Paris, France in 1985 and his Ph.D. from the Department of Pharmacology of University of Illinois in 1991. On July 30, 2019, the Board appointed Dr. Atta Behfar as a member of the Board. Dr. Atta Behfar has worked as a cardiologist at the Department of Cardiovascular Medicine of Mayo Clinic for the last five years. Dr. Atta Behfar is a Director of the Van Cleve Cardiac Regenerative Medicine program at Mayo Clinic and one of the founders of Rion. Dr. Behfar received a Bachelor of Science degree in Biochemistry from Marquette University in 1998 and a M.D. and Ph.D. from Mayo Clinic College of Medicine, Mayo Graduate School in 2006. On November 18, 2019, Dr. Andre Terzic and Dr. Atta Behfar resigned from the Company’s Board of Directors to avoid any potential conflicts that could arise from the Company’s Service Agreement with Rion, pursuant to which Rion will supply exosomes to and support FDA-regulated clinical research for the Company. Drs. Terzic and Behfar are co-founders of Rion. In connection with the April Offering, the Company’s former CEO, William Horne, entered into an amendment letter to his employment agreement which provides that his salary will be reduced to $ 0 12,500 20,833 108,000 Effective February 1, 2019, the Company entered into an oral consulting agreement with Mr. Raymond Monteleone, Board Member and Chairman of the Audit Committee, in which Mr. Monteleone received $ 10,000 5,000 5,000 2,500 93,000 125,000 For the year ended December 31, 2020 and December 31, 2019, the Company expensed $ 12,500 5,000 4,167 Debt and Other Obligations The short-term related party notes as of December 31, 2019 of $ 1,635,000 A loan for $ 900,000 5.5 A loan for $ 350,000 ● 12 March 26, 2020 ● The Company was unable to pay back the principal and interest by November 26, 2019; therefore, it issued to Lender a three 400,000 0.75 ● The Company was unable to pay back the loan on March 26, 2020, therefore, the interest rate increased to 15 A loan for $ 150,000 ● 12 April 28, 2020 ● The Company was unable to pay back the principal and interest by December 28, 2019; therefore, it issued to Lender a three 171,429 0.75 ● If the Company is unable to pay the loan as of April 28, 2020, the interest rate increases to 15 A loan for $ 235,000 ● 12% interest rate with a maturity date of May 13, 2020 ● The Company was unable to pay back the principal and interest by January 13, 2020; therefore in January 2020 it issued to Lender a three 268,571 0.75 ● If the Company is unable to pay the loan as of May 13, 2020, the interest rate increases to 15 In connection with the April Offering, Mr. Horne’s notes were extinguished for 4,368,278 4,368,278 1,300,000 Change in Control On September 11, 2020, with the closing of the Rights Offering, FWHC, LLC, FWHC, Bridge, LLC, and FWHC Bridge Friends, LLC (collectively known as “FWHC”) gained control of the Company by subsequently owning approximately 61 15,518,111 123,031,819 75,162,429 35,860,079 117,362,143 273,356,676 10 0.014 |
Equity Transactions
Equity Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Equity Transactions | Note 7 - Equity Transactions Common Stock Issuance In February 2020, the Company issued LilyCon Investments $ 35,000 0.32 109,375 On April 23, 2020, Horne Management, LLC agreed to convert the related notes plus accrued interest into (i) 4,368,278 ten 0.014 On July 28, 2020, the Company issued an aggregate of 17,893,076 On July 29, 2020, the Company filed its Second Amended and Restated Certificate of Incorporation (the “Amended COI”). The Amended COI provides for the issuance of up to 1,600,000,000 1,000,000,000 800,000,000 Series A Preferred Stock On September 11, 2020, the registered Rights Offering (Registration No. 333-239629) of the Company expired. Pursuant to the Rights Offering, on September 24, 2020, the Company issued (i) 15,235,381 0.014 203,049,643 3,055,985 Additionally, on September 24, 2020, the Company issued an aggregate of 323,844,416 4,483,617 During the three and nine months ended September 30, 2021, 4,431,530 and 22,235,055 shares of Series A Preferred Stock were converted to Common Stock at the request of certain Series A Preferred Shareholders. Voting Rights Holders of Series A Preferred Stock (“Series A Holders”) have the right to receive notice of any meeting of holders of common stock and to vote upon any matter submitted to a vote of the holders of common stock. Each Series A Holder shall vote on each matter on an as converted basis submitted to them with the holders of common stock. Conversion Series A Preferred Stock converts to common stock at a 1:1 ratio Liquidation Series A Preferred Stock does not have preferential treatment over common stock shareholders if the Company liquidates or dissolves. Share-Based Compensation The Company utilizes the Black-Scholes valuation method to recognize share-based compensation expense over the vesting period. The expected life represents the period that the stock-based compensation awards are expected to be outstanding. Stock Option Activity On April 1, 2021, the Board of Directors of the Company approved and granted to certain directors and officers of the Company an aggregate of 54,750,000 4,750,000 0.07 ten years The Board of Directors decided not to renew the former CEO’s (Robert Greif) employment contract; therefore, the unvested shares were forfeited resulting in a reduction of share-based compensation of approximately $ 205,000 For the nine months ended September 30, 2020, all outstanding stock options were fully vested, and related compensation expense recognized. For the nine months ended September 30, 2021, 29,635,000 options were outstanding and 14,801,667 were vested. For the three and nine months ended September 30, 2021 the Company recognized approximately $ 162,000 and $ 1,024,000 in stock-based compensation expense, respectively. The Company has approximately $ 574,000 of unrecognized compensation costs related to non-vested stock options, which is expected to be recognized over a weighted average period of approximately 3.12 years. Inputs used in the valuation models are as follows: Schedule of Assumptions Used to Calculate Fair Value of Stock Options 2021 Grants Option value $ 0.054 to 0.056 Risk Free Rate 0.90 % to 1.37 % Expected Dividend- yield - to - Expected Volatility 173.99 % to 176.04 % Expected term (years) 5 to 7 The following is a summary of stock option activity for the nine months ended September 30, 2020 and 2021: Summary of Stock Option Activity Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Outstanding at December 31, 2019 425,000 $ 1.38 7.71 Granted - - - Expired/Cancelled (15,000 ) 1.35 - Outstanding and exercisable at September 30, 2020 410,000 $ 1.39 7.23 Outstanding at December 31, 2020 410,000 $ 1.39 6.72 Granted 54,750,000 0.07 9.50 Expired/Cancelled (25,525,000 ) 0.07 - Outstanding at September 30, 2021 29,635,000 $ 0.10 9.41 Exercisable at September 30, 2021 14,801,667 $ 0.10 9.41 The following is a summary of the Company’s non-vested shares for the nine months ended September 30, 2021: Summary of Stock Option Activity Non-vested Shares Weighted Non-vested at December 31, 2020 - - Granted 54,750,000 0.03 Vested (14,416,667 ) 0.05 Forfeited (25,500,000 ) 0.07 Non-vested at September 30, 2021 14,833,333 0.11 Non-Controlling Interest For the nine months ended September 30, 2021 and 2020, the Company consolidated the results for LI Dallas, LI Nashville, LI Pittsburgh, and LI Scottsdale as VIEs. The Company owns no portion of any of these four entities, however, the Company maintains control through their management role for each of the clinics, in accordance with each clinic’s respective management services agreement. Based on these agreements, the Company has the responsibility to run and make decisions on behalf of the clinics, except for medical care and procedures. Beginning in January 2018, the Company adopted the policy, for all of the VIEs, that the management fee charged by the Company would equal the amount of net income from each VIE on a monthly basis, bringing the amount of the net income to $0 each month for the VIEs. Due to this change in policy, there was no change in the non-controlling interest for the nine months ended September 30, 2021 or 2020 related to the net income (loss) as it was $ 0 Net Loss Per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are antidilutive due to the Company’s net losses. The Company excluded the following securities from the calculation of basic and diluted net loss per share as the effect would have been antidilutive: Schedule of Anti-dilutive Securities of Basic and Diluted Net Loss Per Share 2021 2020 For the Nine Months Ended September 30, 2021 2020 Warrants to purchase common stock (in the money) 385,033,082 367,515,043 Series A Preferred Stock convertible to common stock 515,874,354 542,129,440 Total 900,907,436 909,644,483 Excluded from the above table are 22,607,701 warrants and 29,635,000 stock options for the nine months ended September 30, 2021 as they are out of the money (exercise price greater than $ 0.04 ). Inclusion of such would be anti-dilutive. | Note 9 - Equity Transactions For the consolidated statement of stockholders’ deficit as of January 1, 2019, the common stock, preferred stock and additional paid in capital reflect the accounting for the stock received by the RMS members as of the Merger as if it was received as of that date and the historical accumulated deficit of RMS. As of the closing of the Merger, before the contingent additional exchange shares impact from the sale of new securities, the stock received by RMS was 33,661 33,661,000 33,700 3,566,000 9,296,000 370,000 Rights Offering The Company established July 28, 2020 as the Record Date for purposes of establishing a date for the Company’s Rights Offering whereby each holder of the Company’s Common stock on the Record Date will be entitled to three subscription rights, each to purchase one share of Series A Preferred Stock. As mentioned below, the Company entered into a standby purchase agreement with certain creditors who had previously purchased secured convertible notes and warrants, pursuant to which such creditors agreed (a) not to exercise any subscription rights they may receive as stockholders of the Company in the registered rights offering (described below) and (b) instead to purchase any Series A Preferred Stock corresponding to the unexercised rights in the rights offering up to an aggregate amount of approximately $ 2.8 On September 11, 2020, the registered rights offering (Registration No. 333-239629) of the Company expired. Pursuant to the Rights Offering, on September 24, 2020, the Company issued (i) 15,235,381 0.014 203,049,643 218,285,024 3,055,985 320,000 Common Stock Issuance On January 8, 2019, the Company entered into a securities purchase agreement (the “SPA”) with four purchasers (the “Purchasers”) pursuant to which the four Purchasers invested in the Company an aggregate amount of $ 2,000,000 1,800,000 200,000 50,000 0.75 The Company entered into other SPA’s with additional purchasers, which brought the aggregate amount of capital raised in all these offerings to $ 7,000,000 As a result of the sales of new securities of at least $ 5,650,000 17,264 17,263,889 In February 2019, 250,000 In March 2019, the Company issued an aggregate of 130,085 0.40 52,033 150,000 0.29 43,500 On April 25, 2019, the Company issued 4,225,634 0.40 100 1,690,000 4,475,634 7 During the year ended December 31, 2019, 715,279 2,650 50,367 In conjunction with the Series D Preferred financing (See Note 14), the Company offered the Series B warrant holders the option to exchange their warrants on the basis of 1 warrant for 0.40 1,007,813 75,000 403,125 73,000 In February 2020, the Company issued LilyCon Investments $ 35,000 0.32 109,375 On April 23, 2020, Horne Management, LLC agreed to convert its notes plus accrued interest into (i) 4,368,278 0.014 On July 28, 2020, the Company issued an aggregate of 17,893,076 On July 29, 2020, t he Company filed its Second Amended and Restated Certificate of Incorporation (the “Amended COI”). The Amended COI provides for the issuance of up 1,600,000,000 shares of Common Stock and 1,000,000,000 shares of Preferred Stock, of which 800,000,000 shares are designated as Series A Preferred Stock and eliminates the previously authorized classes of preferred stock. The Amended COI also delineates the rights of the Series A Preferred Stock. On September 11, 2020, 1,000,000 For the year ended December 31, 2020, 4,020,031 Series A Preferred Stock On September 11, 2020, the registered Rights Offering (Registration No. 333-239629) of the Company expired. Pursuant to the Rights Offering, on September 24, 2020, the Company issued (i) 15,235,381 0.014 203,049,643 3,055,985 Additionally, on September 24, 2020, the Company issued an aggregate of 323,844,416 4,483,617 123,031,819 75,162,429 35,860,079 Voting Rights Holders of Series A Preferred Stock (“Series A Holders”) have the right to receive notice of any meeting of holders of common stock or Series A Preferred Stock and to vote upon any matter submitted to a vote of the holders of common stock or Series A Preferred Stock. Each Series A Holder shall vote on each matter submitted to them with the holders of common stock. Conversion Series A Preferred Stock converts to common stock at a 1:1 ratio Liquidation Series A Preferred Stock does not have preferential treatment over common stock shareholders if the Company liquidates or dissolves. Series B Convertible Preferred Stock Voting Rights Holders of Series B Convertible Preferred Stock (“Series B Holders”) have the right to receive notice of any meeting of holders of common stock or Series B Preferred Stock and to vote upon any matter submitted to a vote of the holders of common stock or Series B Preferred Stock. Each Series B Holder shall vote on each matter submitted to them with the holders of common stock. Liquidation Upon the liquidation or dissolution of the business of the Company, whether voluntary or involuntary, each Series B Holder shall be entitled to receive, for each share thereof, out of assets of the Company legally available therefore, a preferential amount in cash equal to the stated value plus all accrued and unpaid dividends. All preferential amounts to be paid to the Series B Holders in connection with such liquidation, dissolution or winding up shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Company to the holders of the Company’s common stock but after the Series D Holders receive their respective liquidation value. The Company accrues these dividends as they are earned each period. On January 8, 2019, the Company completed the issuance of Convertible Notes with a conversion price of $ 0.40 0.36 In the first quarter of 2019, the Company recognized a beneficial conversion feature related to the Series B Preferred Stock of approximately $ 33,000 Series B and Series D Convertible Preferred Stock Conversions and Repurchase During the year ended December 31, 2019, 9,250 0.001 2,650 715,279 On July 28, 2020, the Company issued an aggregate of 17,893,076 no Debt Conversion Convertible Notes and Promissory Note to Related Party The $ 750,000 598,000 100,000 250,000 100,000 0.40 On September 24, 2020, the Company issued an aggregate of 323,844,416 4,483,617 123,031,819 75,162,429 35,860,079 Stock-Based Compensation Plan The Company utilizes the Black-Scholes valuation method to recognize stock-based compensation expense over the vesting period. The expected life represents the period that the stock-based compensation awards are expected to be outstanding. Stock Option Activity For the years ended December 31, 2020 and 2019, the Company recognized approximately $ 1,000 95,000 250,000 As of December 31, 2020, all outstanding stock options were fully vested, and related compensation expense recognized. The following is a summary of stock option activity for the years ending December 31, 2020 and 2019: Summary of Stock Option Activity Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Outstanding at December 31, 2018 — — — Assumed with the RMS merger transaction 557,282 $ 2.78 6.06 Granted 250,000 0.40 9.02 Expired/Cancelled (382,282 ) 2.86 — Outstanding at December 31, 2019 425,000 $ 1.38 7.71 Granted — — — Expired/Cancelled (15,000 ) 1.35 — Outstanding and exercisable at December 31, 2020 410,000 $ 1.39 6.72 Non-Controlling Interest For the years ended December 31, 2020 and 2019, the Company consolidated the results for LI Dallas, LI Nashville, LI Pittsburgh and LI Scottsdale as VIEs. The Company owns no portion of any of these four entities which own their respective clinics; however, the Company maintains control through their management role for each of the clinics, in accordance with each clinic’s respective management agreement. Based on these agreements, the Company has the responsibility to oversee and make decisions on behalf of the clinics, except for medical care and procedures. Beginning in January 2018, the Company adopted the policy for all of the VIEs that the management fee charged by the Company would equal the amount of net income from each VIE on a monthly basis, bringing the amount of the net income each month for each VIE to a net of zero. Due to this policy, there was no change in the non-controlling interest for the years ended December 31, 2020 or 2019 related to the net income (loss) as it was $ 0 Net Loss Per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are antidilutive due to the Company’s net losses. As of December 31, 2020, the Company had 538,109,409 23,937,765 0.016 410,000 387,126,145 44,806,076 425,000 |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments & Contingencies | Note 8 – Commitments & Contingencies Litigation From time to time, the Company may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect the Company’s financial condition, results of operations, and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect the Company due to legal costs and expenses, diversion of management attention, and other factors. The Company expenses legal costs in the period incurred. The Company cannot assure that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against the Company in the future, and these matters could relate to prior, current, or future transactions or events. As of September 30, 2021, the Company had no litigation matters which required any accrual or disclosure. Rion Agreements On June 21, 2019, H-CYTE entered into an exclusive product supply agreement with Rion, LLC (“Rion”) to develop and distribute (post FDA approval) a biologic for chronic obstructive pulmonary disease (“COPD”), the fourth leading cause of death in the U.S. Rion has established a novel biologics technology to harness the healing power of the body. Rion’s innovative technology, based on science developed at Mayo Clinic, provides an off-the-shelf platform to enhance healing in soft tissue, musculoskeletal, cardiovascular and neurological organ systems. This agreement provides for a 10-year exclusive and extendable supply agreement with Rion to enable H-CYTE to develop proprietary biologics. The Company is currently evaluating the potential of a combined biologic and the utilization of this agreement. On October 9, 2019, the Company entered into a services agreement with Rion which provides the Company the benefit of Rion’s resources and expertise for the limited purpose of (i) consulting with and assisting H-CYTE in the further research and development for the generation of a new biologic and (ii) subsequently assisting H-CYTE in seeking and obtaining FDA Phase 1 IND clearance for this biologic as necessary. Rion also agrees to consult with H-CYTE in its arrangement for services from third parties unaffiliated with Rion to support research, development, regulatory approval, and commercialization of the biologic. For the three and nine months ended September 30, 2021 the Company expensed $ 0 . For the three and nine months ended September 30, 2020 the Company expensed $ 202,000 and $ 1,152,000 The Company is currently evaluating the potential of a combined biologic and the utilization of this agreement. | Note 10 – Commitments & Contingencies Consulting Agreements The Company entered into an agreement with Jesse Crowne, a former Director and Co-Chairman of the Board of the Company, to provide business development consulting services for a fee of $ 5,000 62,500 0.29 10,000 83,000 The Company entered into a consulting agreement with LilyCon Investments, LLC effective February 1, 2019 for services related to evaluation and negotiation of future acquisitions, joint ventures, and site evaluations/lease considerations. The duration of the consulting agreement is for a period of twelve months in the amount of $ 12,500 The agreement also provides LilyCon Investments with $35,000 in stock (to be calculated using an annual variable weighted average price from February 2019 through January 2020) to be granted on the one-year anniversary of this agreement, if the agreement has not been terminated prior to that date 65,000 153,000 35,000 0.31 106,061 5,000 April 1, 2020 The Company entered into a consulting agreement with Goldin Solutions, effective August 4, 2019, for media engagement and related efforts, including both proactive public relations and crisis management services. The agreement has a minimum term of six months, with a $ 34,650 12,600 99,000 162,000 The Company entered into a consulting agreement with Tanya Rhodes of Rhodes & Associates, Inc, effective June 15, 2020, to serve as the Chief Technology Officer (Research) of the Company. The agreement has a minimum term of six months with an average fee of $ 20,000 5 22,500 Litigation From time to time, the Company may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect the Company’s financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect the Company due to legal costs and expenses, diversion of management attention and other factors. The Company expenses legal costs in the period incurred. The Company cannot assure that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against the Company in the future, and these matters could relate to prior, current or future transactions or events. As of December 31, 2020, the Company had no litigation matters in which the Company believes require any accrual or disclosure. Guarantee The Company has guaranteed payments based upon the terms found in the management services agreements to affiliated physicians related to LI Dallas, LI Nashville, LI Pittsburgh, LI Scottsdale, and LI Tampa. For the years ending December 31, 2020 and 2019 payments totaling approximately $ 36,000 141,000 Rion Agreements On June 21, 2019, H-CYTE entered into an exclusive product supply agreement with Rion, LLC (“Rion”) to develop and distribute (post FDA approval) a biologic for chronic obstructive pulmonary disease (“COPD”), the fourth leading cause of death in the U.S. Rion has established a novel biologics technology to harness the healing power of the body. Rion’s innovative technology, based on science developed at Mayo Clinic, provides an off-the-shelf platform to enhance healing in soft tissue, musculoskeletal, cardiovascular and neurological organ systems. This agreement provides for a 10-year exclusive and extendable supply agreement with Rion to enable H-CYTE to develop proprietary biologics. On October 9, 2019, the Company entered into a services agreement with Rion which provides the Company the benefit of Rion’s resources and expertise for the limited purpose of (i) consulting with and assisting H-CYTE in the further research and development for the generation of a new biologic and (ii) subsequently assisting H-CYTE in seeking and obtaining FDA Phase 1 IND clearance for this biologic as necessary. Rion also agrees to consult with H-CYTE in its arrangement for services from third parties unaffiliated with Rion to support research, development, regulatory approval, and commercialization of the biologic. With these agreements, Rion will serve as the product supplier and contracted preclinical development arm of the biologic. H-CYTE will control the commercial development and the clinical trial investigation. After conducting the clinical efficacy trials of this biologic, H-CYTE intends to pursue submission of a Biologics License Application (“BLA”) for review by the FDA for treatment of COPD. An additional $ 350,000 1,150,000 0 |
Short-term Debt
Short-term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Short-term Debt | Note 9 – Short-term Debt Convertible Notes Payable Convertible Notes payable represents a securities purchase agreement with select accredited investors, which was assumed in the Asset Purchase Agreement between Medovex Corp and Regenerative Medicine Solutions, LLC (“Merger”) in 2019 (see Note 1 – “Description of the Company” to the consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K). The debt assumed by the Company, as part of the merger, consisted of $ 750,000 50,000 Each Unit consists of (i) a 12 0.001 0.40 three In 2019, $ 100,000 of the Convertible Notes were converted into shares of common stock, and $ 350,000 of the Convertible Notes were redeemed by the Company. The Company reached an extension with the remaining noteholder which extended the maturity date of the Hawes Notes for one year, until September 30, 2020. The notes had a principal balance of $ 300,000 plus penalties of approximately $ 85,000 and accrued interest of approximately $ 40,000 for a total adjusted principal balance upon renewal of $ 424,615 as of March 31, 2020. In connection with the April Offering, the Company entered into an amendment with the Investor with respect to the outstanding 12% Senior Secured Convertible Note due September 30, 2020, which was originally issued in 2018 and assumed in the Merger and which was purchased by the Investor from its original holder, George Hawes, on March 27, 2020 (see Note 11 –“Debt” to the consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K). On April 1, 2021, the Company, entered into a Secured Convertible Note Purchase Agreement (the “April 2021 Note Purchase Agreement”) with five (5) investors (the “Holders”). Pursuant to the terms of the April 2021 Note Purchase Agreement, the Company sold promissory notes in the aggregate principal amount of $ 2,575,000 March 31, 2022 8 20 1,500,000 25,000 Interest expense is being accreted to the principal balance using the effective interest method. For the three months and nine months ended September 30, 2021, the Company recorded interest expense of $ 30,445 20,962 59,665 41,080 Notes Payable Notes payable were assumed in the Merger and are due in aggregate monthly installments of approximately $ 5,800 and carry an interest rate of 5 %. Each note originally had a maturity date of August 1, 2019 . The Company finalized an eighteen-month extension to March 1, 2021. The Company is working with the lender for an additional extension of the promissory notes. The promissory notes have an aggregate outstanding balance of approximately $ 67,000 at September 30, 2021 and December 31, 2020. The Company has not made payments on this note since February 10, 2020, due to COVID-19, resulting in accrued interest of approximately $ 5,000 . On March 27, 2020, the Company issued a demand note in the principal amount of $ 500,000 500,000 1,000,000 Paycheck Protection Program On April 29, 2020, the Company issued a promissory note in the principal amount of $ 809,082 The Company could apply for loan forgiveness in an amount equal to the sum of the following costs incurred by the Company: 1) payroll costs; 2) any payment of interest on covered mortgage obligations; 3) any payment on a covered rent obligation; and 4) any covered utility payment The Company received notification from the Small Business Administration (“SBA”), dated August 17, 2021, notifying it that $ 689,974 in principal and $ 8,847 in interest was forgiven under the guidelines of the Paycheck Protection Program. As of September 30, 2021, the current balance is $ 105,878 with $ 405 in interest payable. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liabilities | Note 10 – Derivative Liabilities The Company’s derivative liabilities are classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation models. These assumptions included estimated future stock prices, potential down-round financings for the Warrants, and potential redemptions for the Redemption Put Liability. The following are rollforwards of the liabilities during the nine months ended September 30, 2020: Schedule of Fair Value, Liabilities Measured On Recurring Basis Derivative Liability - Warrants Balance at December 31, 2019 $ 315,855 Series D Warrant reclass from equity to liability classification 509,762 Warrants issued with modification of Horne Note 198,994 Warrants issued with April 17, 2020 financing 6,148,816 Fair value adjustments (2,986,853 ) Warrant reclassification from liability to equity classification (4,186,574 ) Balance at September 30, 2020 $ — Redemption Put Liability Balance at December 31, 2019 $ 267,399 Issuance of Series D Convertible Preferred Stock 5,306 Fair value adjustments (272,705 ) Balance at September 30, 2020 $ — (1) The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of September 30, 2020. (2) Upon the closing of a Qualified Financing on September 11, 2020, the Derivative Liability- Warrants were reclassed to stockholder’s equity. (3) The Series D Preferred Stock was converted into common stock on July 28, 2020 at which time the Derivative Put Liability was no longer applicable, and its fair value as adjusted to zero and the extinguishment was recorded to income. Derivative Liability- Warrants Series B Warrants As part of the April 2020 Offering, the holders of the Series B Warrants agreed to terminate anti-dilution price protection in their warrants and adjusted the exercise price to equal the price per share at which shares of preferred stock are offered for purchase in a Qualified Financing. The modification resulted in an increase of approximately $ 75,000 to the fair value of the derivative liability related to the Series B Warrants. In addition, the Company recorded a change in fair market value of approximately $ 317,000 to the fair value of the derivative liability before the reclass to equity. Upon the closing of a Qualified Financing, which occurred on September 11, 2020, the exercise price of the Series B Warrants became fixed at $ 0.014 0.027 0.014 260 0.13 1.33 73,805 Series D Warrants In conjunction with the Series D Preferred Financing, the Company originally issued Series D warrants to purchase 14,669,757 shares of Common Stock with an exercise price of $ 0.75 per share. At inception, the Series D warrants met all the criteria to be classified as equity. As part of the April 2020 Offering, the exercise price of the Series D Warrants was reduced to the price per share at which shares of preferred stock are offered for purchase in a Qualified Financing. The modification of the exercise price resulted in the warrants requiring liability classification. The Series D Warrants were measured at fair value before and after the modification, resulting in a fair market value of approximately $ 510,000 when the warrants were reclassified to a liability on July 28, 2020. Upon the closing of a Qualified Financing, which occurred on September 11, 2020, the exercise price of the Series D Warrants became fixed at $ 0.014 0.027 0.014 111 0.67 9.2 337,400 Horne Warrants On April 23, 2020, Horne Management, LLC agreed to convert the related notes plus accrued interest into (i) 4,368,278 ten 0.05 0.014 101 0.65 199,000 Upon the closing of a Qualified Financing, which occurred on September 11, 2020, the exercise price of the Series D Warrants became fixed at $ 0.014 0.027 0.014 103 0.67 10 107,123 April Bridge Loan and Converted Advance Warrants The April 2020 Offering entitled the investors to warrants with the right to purchase up to 100% of the aggregate number of shares of Common Stock into which the Purchaser’s Note may ultimately be converted. The Company also received a $1,000,000 advance which was converted into a Converted Advance Note and Converted Advance Warrants in April 2020. The Converted Advance Warrants entitle the holder to purchase up to 200% of the aggregate number of shares of Common Stock into which the Converted Advanced Note may ultimately be converted. The Company received an aggregate of $ 2,842,695 1,000,000 0.014 203,050,000 142,857,000 0.05 0.014 103 0.65 10 years 3,279,000 2,869,000 6,149,000 Upon the closing of a Qualified Financing, which occurred on September 11, 2020, the exercise price of the Purchaser and Converted Advance Warrants became fixed at $0.014 and the Company then had sufficient authorized and unissued shares available to satisfy all their commitments under their equity-linked contracts. There are 212,821,929 and 150,324,857 shares issuable upon exercise of the Purchaser and the Converted Advance Warrants, respectively. The Warrants were revalued as of the date of the Qualified Financing using a Lattice valuation technique with the following assumptions: Trading market price - $ 0.027 , estimated exercise price - $ 0.014 , volatility - 107 %, risk free rate - 0.67 % and an estimated term of 10 years. The fair value of the Warrants of $ 3,668,247 was then reclassed from a derivative liability to stockholders’ equity. When the Company entered into the April Offering and revised the exercise price of their warrants to the price per share at which shares of preferred stock are offered for purchase in a Qualified Financing, they no longer had sufficient authorized and unissued shares available to satisfy all their commitments to issue shares under their equity-linked contracts. The Company adopted the sequencing approach based on the earliest issuance date. Therefore, warrants issued before the April Offering did not require liability classification, while Warrants issued with the April financing, or subsequently, were classified as liabilities until such time the Company had sufficient authorized shares. At December 31, 2019, due to the down round provision contained in the warrants, which could provide for the issuance of additional warrant shares as well as a reduction in the exercise price, the model also considered subjective assumptions related to the shares that would be issued in a down-round financing and the potential adjustment to the exercise price. On April 17, 2020, the holders of the warrants agreed to terminate all anti-dilution price protections in their warrants. The derivative liability has been remeasured to fair value at the end of each reporting period and the change in fair value, of approximately $ 5,869,102 2,986,853 The fair value of the derivative liability included on the consolidated balance sheet was approximately $ 0 316,000 In conjunction with the Series D Preferred financing (See Note 12), the Company offered the Series B warrant holders the option to exchange their warrants on the basis of 1 warrant for 0.40 common shares. 1,007,813 75,000 403,125 73,000 Redemption Put Liability As described in Note 12, the redemption put provision embedded in the Series D financing required bifurcation and measurement at fair value as a derivative. If the redemption put provision is triggered, it allows either payment in cash or the issuance of “Trigger Event Warrants”. Accordingly, the fair value of the Redemption put liability considered management’s estimate of the probability of cash payment versus payment in Trigger Event Warrants and was valued using a Monte Carlo Simulation which uses randomly generated stock-price paths obtained through a Geometric Brownian Motion stock price simulation. The fair value of the redemption provision was significantly influenced by the fair value of the Company’s stock price, stock price volatility, changes in interest rates and management’s assumptions related to the redemption factor. On July 28, 2020, the Series D Preferred Stock was converted into Common Stock, at which time the redemption put was no longer applicable and the fair value of the redemption put was adjusted to zero. The fair market value of the redemption put liability at inception was approximately $ 614,000 which was recorded as a liability and remeasured to fair value at the end of each reporting period. The change in fair value of approximately $ 98,000 and $ 273,000 has been recorded as a component of other income (expense) in the Company’s consolidated statement of operations for the three and nine months ended September 30, 2020, respectively. The fair value of the redemption put liability included on the consolidated balance sheet was approximately $ 0 and $ 267,000 as of September 30, 2020 and December 31, 2019, respectively. The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of December 31, 2020 (see Note 12- “Derivative Liability-Warrants and Redemption Put” to the consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K). | Note 12 – Derivative Liability – Warrants And Redemption Put Derivative Liabilities The Company’s derivative liabilities are classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation models. These assumptions included estimated future stock prices, potential down-round financings for the Warrants, and potential redemptions for the Redemption Put Liability. The following is a reconciliation of the beginning and ending balances for the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2020: Schedule of Fair Value, Liabilitiesn Measured On Recurring Basis Derivative Liability - Warrants Beginning balance as of December 31, 2018 $ — January 8, 2019 – date of dilutive financing 1,215,678 Exchange for common stock (72,563 ) Fair value adjustments (827,260 ) Balance at December 31, 2019 315,855 Series D Warrant reclass from equity to liability classification 509,764 Warrants issued with modification of Horne Management Notes 198,994 Warrants issued with April 17, 2020 financing 6,148,816 Fair value adjustments (2,986,853 ) Warrant reclassification from liability to equity classification (4,186,576 ) Balance at December 31, 2020 $ — Redemption Put Liability Beginning balance as of December 31, 2018 $ — November 15, 2019 – date of issuance 614,095 Fair value adjustments (346,696 ) Balance at December 31, 2019 $ 267,399 Issuance of Series D Convertible Preferred Stock 5,305 Fair value adjustments (272,704 ) Balance at December 31, 2020 $ — (1) The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of December 31, 2020 and December 31, 2019. (2) Upon the closing of the Rights Offering on September 11, 2020, the Derivative Liability- Warrants was no longer applicable, and its fair value was reclassed to stockholder’s equity. (3) The Series D Convertible Preferred Stock was converted into common stock on July 28, 2020 at which time the Redemption Put Liability was no longer applicable, and its fair value was adjusted to zero and the extinguishment was recorded to income. Derivative Liability- Warrants Series B Warrants In connection with the securities purchase agreements executed in May 2018 (which the Company assumed in the Merger), whereby 108,250 2,312,500 three-year 0.75 On January 8, 2019, the Company issued equity securities which triggered the down round and anti-dilution warrant features. As a result, the exercise price of the warrants was lowered from $ 0.75 0.40 2,023,438 1,200,000 As part of the April 2020 offering, the majority holders of the Series B Warrants agreed to terminate all anti-dilution price protection in their warrants and adjusted the exercise price to equal the price per share at which shares of preferred stock are offered for purchase in the Rights Offering. The Company issued an additional 296,875 warrants to a certain Series B holder as compensation to terminate their anti-dilution price protection. The Company also issued 1,292,411 warrants to a certain Series B holder who was non-responsive in the Company’s request to terminate their anti-dilution price protection 71,000 317,000 Upon the closing of the Rights Offering, which occurred on September 11, 2020, the exercise price of the Series B Warrants became fixed at $ 0.014 0.027 0.014 222% 260% 0.12% 0.13% 0.7 1.33 73,805 Series D Warrants In conjunction with the Series D Preferred Financing, the Company originally issued Series D warrants to purchase 14,944,753 0.75 510,000 Upon the closing of the Rights Offering, which occurred on September 11, 2020, the exercise price of the Series D Warrants became fixed at $ 0.014 0.027 0.014 111% 0.67% 9.2 337,400 Horne Warrants On April 23, 2020, Horne Management, LLC agreed to convert the related notes plus accrued interest into (i) 4,368,278 ten-year 0.05 0.014 101% 0.65% 199,000 Upon the closing of the Rights Offering, which occurred on September 11, 2020, the exercise price of the Horne Warrants became fixed at $ 0.014 0.027 0.014 103% 0.67% 107,123 April Bridge Loan and Converted Advance Warrants The April Offering entitled the investors to warrants with the right to purchase up to 100% of the aggregate number of shares of Common Stock into which the Purchaser’s Note may ultimately be converted. The Company also received a $1,000,000 advance which was converted into the April Secured Note and April Secured Note Warrants in April 2020. The April Secured Note Warrants entitle the holder to purchase up to 200% of the aggregate number of shares of Common Stock into which the April Secured Note may ultimately be converted. The Company received an aggregate of $2,842,695 in gross proceeds through the April Offering and an advance of $1,000,000 from the April Secured Note. The Company expected the price per share at which securities would be offered for purchase in the Rights Offering to be $0.014 resulting in the assumption there would be approximately 203,050,000 142,857,000 0.05 0.014 103% 0.65% 10 years 3,279,000 2,869,000 6,149,000 Upon the closing of the Rights Offering which occurred on September 11, 2020, the exercise price of the Purchaser and April Secured Note Warrants became fixed at $0.014 and the Company then had sufficient authorized and unissued shares available to satisfy all their commitments under their equity-linked contracts. There are 212,821,929 150,324,857 363,146,786 0.027 0.014 107% 0.67% 3,668,247 When the Company entered into the April Offering and revised the exercise price of the warrants to the price per share at which shares of preferred stock are offered for purchase in the Rights Offering, they no longer had sufficient authorized and unissued shares available to satisfy all their commitments to issue shares under their equity-linked contracts. The Company has adopted the sequencing approach based on the earliest issuance date. Therefore, warrants issued before the April Offering did not require liability classification, while Warrants issued with the April financing, or subsequently, will be classified as liabilities until such time the Company has sufficient authorized shares. The derivative liability - warrants has been remeasured as a change in fair value, of approximately $ 2,987,000 827,000 The fair value of the derivative liability included on the consolidated balance sheets was approximately $ 0 316,000 In conjunction with the Series D Preferred financing in 2019 (See Note 14), the Company offered the Series B warrant holders the option to exchange their warrants on the basis of 1 warrant for 0.40 common shares. Warrant holders chose to exchange 1,007,813 warrants with a fair value of approximately $75,000 for 403,125 73,000 On the date of the exchange, the Series B Warrants were first adjusted to fair value with the change in fair value being recorded in earnings. Redemption Put Liability As described in Note 14, the redemption put provision embedded in the Series D financing required bifurcation and measurement at fair value as a derivative. If the redemption put provision is triggered, it allows either payment in cash or the issuance of “Trigger Event Warrants”. Accordingly, the fair value of the Redemption put liability considered management’s estimate of the probability of cash payment versus payment in Trigger Event Warrants and was valued using a Monte Carlo Simulation which uses randomly generated stock-price paths obtained through a Geometric Brownian Motion stock price simulation. The fair value of the redemption provision was significantly influenced by the fair value of the Company’s stock price, stock price volatility, changes in interest rates and management’s assumptions related to the redemption factor. On July 28, 2020, the Series D Preferred Stock was converted into Common Stock, at which time the redemption put was no longer applicable and the fair value of the redemption put was adjusted to $ 0 The fair market value of the redemption put liability at inception was approximately $ 614,000 273,000 347,000 0 267,000 |
Common Stock Warrants
Common Stock Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Common Stock Warrants | ||
Common Stock Warrants | Note 11 - Common Stock Warrants A summary of the Company’s warrant issuance activity and related information for the period ended September 30, 2021 and 2020 is as follows: Summary of Warrant Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding and exercisable at December 31, 2019 44,806,076 $ 0.78 4.59 Issued 368,325,486 0.015 10.30 Total outstanding at September 30, 2020 413,131,562 0.09 9.79 Outstanding and exercisable at December 31, 2020 413,423,972 $ 0.015 10.30 Expired (5,783,189 ) $ 0.33 — Issued — — — Total outstanding and exercisable at September 30, 2021 407,640,783 $ 0.58 8.42 The fair value of all warrants issued are determined by using the Black-Scholes valuation technique and were assigned based on the relative fair value of both the common stock and the warrants issued. The inputs used in the Black-Scholes valuation technique to value each of the warrants as of their respective issue dates are as follows: Schedule of Assumptions for Warrants Event Description Date Number of Warrants H-CYTE Stock Price Exercise Price of Warrant Grant Date Fair Value Life of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%) Short-term note, related party 1/13/2020 268,571 $ 0.12 $ 0.75 $ 0.07 3 years 1.60 145.76 Private placement of Series D Convertible Preferred Stock 1/17/2020 244,996 $ 0.15 $ 0.75 $ 0.13 10 years 1.84 144.30 Granted for bridge financing 4/8/2020 296,875 $ 0.05 $ 0.40 $ 0.04 3 years 0.34 131.82 Short-term note, related party conversion 4/17/2020 4,368,278 $ 0.05 $ 0.014 $ 0.05 10 years 0.65 100.64 Granted for bridge financing 9/11/2020 364,439,176 $ 0.05 $ 0.014 $ 0.017 10 years 0.65 96.97 The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. | Note 13 - Common Stock Warrants A summary of the Company’s warrant issuance activity and related information for the years ended December 31, 2020 and December 31, 2019: Summary of Warrant Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Assumed as of the January 8, 2019 merger 12,108,743 $ 1.38 1.53 Exchanged (1,007,813 ) 0.40 — Expired (2,183,478 ) 2.73 — Issued 35,888,624 $ 0.73 5.36 Outstanding and exercisable at December 31, 2019 44,806,076 $ 0.78 4.59 Issued 369,617,896 0.01 10.05 Exercised (1,000,000 ) 0.01 — Total outstanding and exercisable at December 31, 2020 413,423,972 0.015 10.30 The fair value of all warrants issued are determined by using the Lattice and Black-Scholes valuation techniques (see Note 12) and were assigned based on the relative fair value of both the common stock and the warrants issued. The inputs used in the Lattice and Black-Scholes valuation techniques (see Note 12) to value each of the warrants as of their respective issue dates are as follows: Schedule of Assumptions for Warrants Event Description Date Number of Warrants H-CYTE Stock Price Exercise Price of Warrant Grant Date Fair Value Life of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%) Private placement 1/8/2019 5,000,000 $ 0.40 $ 0.75 $ 0.24 3 2.57 115.08 Antidilution provision (1) 1/8/2019 2,023,438 $ 0.40 $ 0.40 $ 0.28 3 2.57 115.08 Private placement 1/18/2019 6,000,000 $ 0.40 $ 0.75 $ 0.23 3 2.60 114.07 Private placement 1/25/2019 1,250,000 $ 0.59 $ 0.75 $ 0.38 3 2.43 113.72 Private placement 1/31/2019 437,500 $ 0.54 $ 0.75 $ 0.34 3 2.43 113.47 Private placement 2/7/2019 750,000 $ 0.57 $ 0.75 $ 0.36 3 2.46 113.23 Private placement 2/22/2019 375,000 $ 0.49 $ 0.75 $ 0.30 3 2.46 113.34 Private placement 3/1/2019 125,000 $ 0.52 $ 0.75 $ 0.33 3 2.54 113.42 Private placement 3/8/2019 150,000 $ 0.59 $ 0.75 $ 0.38 3 2.43 113.53 Private placement 3/11/2019 2,475,000 $ 0.61 $ 0.75 $ 0.40 3 2.45 113.62 Private placement 3/26/2019 500,000 $ 0.51 $ 0.75 $ 0.32 3 2.18 113.12 Private placement 3/28/2019 375,000 $ 0.51 $ 0.75 $ 0.31 3 2.18 112.79 Private placement 3/29/2019 62,500 $ 0.51 $ 0.75 $ 0.31 3 2.21 112.79 Private placement 4/4/2019 500,000 $ 0.48 $ 0.75 $ 0.29 3 2.29 112.77 Private placement 7/15/2019 200,000 $ 0.53 $ 1.00 $ 0.31 3 1.80 115.50 Convertible debt extension 9/18/2019 424,000 $ 0.40 $ 0.75 $ 0.25 3 1.72 122.04 Private placement of Series D Convertible Preferred Stock 11/15/2019 14,669,757 $ 0.28 $ 0.75 $ 0.19 10 1.84 89.75 Short-term note related party 11/26/2019 400,000 $ 0.20 $ 0.75 $ 0.13 3 1.58 144.36 Short-term note, related party 12/30/2019 171,429 $ 0.14 $ 0.75 $ 0.08 3 1.59 145.29 Short-term note, related party 1/13/2020 268,571 $ 0.12 $ 0.75 $ 0.07 3 1.60 145.76 Private placement of Series D Convertible Preferred Stock 1/17/2020 244,996 $ 0.15 $ 0.75 $ 0.13 10 1.84 144.30 Granted for bridge financing 4/8/2020 296,875 $ 0.05 $ 0.40 $ 0.02 3 0.34 131.82 Short-term note, related party conversion 4/17/2020 4,368,278 $ 0.05 $ 0.014 $ 0.05 10 0.65 100.64 Granted for bridge financing (2) 9/11/2020 364,439,176 $ 0.05 $ 0.014 $ 0.017 10 0.65 96.97 (1) 2,023,438 0.40 0.75 (2) 354,836,286 8,310,479 363,146,765 1,292,411 The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. |
Series D Convertible Preferred
Series D Convertible Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Series D Convertible Preferred Stock | Note 12 - Series D Convertible Preferred Stock On November 15, 2019, the Company entered into a securities purchase agreement with selected accredited investors whereby the Company offered (i) up to 238,871 40.817 ten 14,669,757 10 0.75 On November 21, 2019, the Company entered into a securities purchase agreement with FWHC Holdings, LLC (“FWHC”) an accredited investor for the purchase of 146,998 0.001 For the nine months ended September 30, 2021 and 2020, the Company recorded $ 0 278,476 8 6,281,433 15,773,363 As of December 31, 2020, the Company does not have any Series D Convertible Preferred Stock outstanding (see Note 9 - “Equity Transactions” to the consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K). Schedule of Shares Outstanding | Note 14- Mezzanine Equity and Series D Convertible Preferred Stock Series D Convertible Preferred Stock Series D Convertible preferred Stock On November 15, 2019, the Company entered into a securities purchase agreement with selected accredited investors whereby the Company offered (i) up to 238,871 40.817 14,669,757 10 0.75 On November 21, 2019, the Company entered into a securities purchase agreement with FWHC HOLDINGS, LLC an accredited investor for the purchase of 146,998 0.001 6.0 The Company determined that the nature of the Series D Shares was more analogous to an equity instrument, and that the economic characteristics and risks of the embedded conversion option was clearly and closely related to the Series D Shares. As such, the conversion option was not required to be bifurcated from the host under ASC 815, Derivatives and Hedging 623,000 The Company determined that the economic characteristics and risks of the embedded redemption provision were not clearly and closely related to the Series D Shares. The Company assessed the embedded redemption provision further, and determined it met the definition of a derivative and required classification as a derivative liability at fair value. On July 28, 2020, the Series D Shares were converted into shares of the Company’s common stock, at which time the redemption put liability was no longer applicable and its fair value was adjusted to $ 0 The Company’s approach to the allocation of the proceeds to the financial instruments was to first allocate basis to the redemption put liability at its fair values and the residual value to the Series D Shares and the Series D Warrants. Based upon the amount allocated to the Series D Shares the Company was required to determine if a beneficial conversion feature (“BCF”) was present. A BCF represents the intrinsic value in the convertible instrument, adjusted for amounts allocated to other financial instruments issued in the financing. The effective conversion price is calculated as the amount allocated to the convertible instrument divided by the number of shares to which it is indexed. However, a BCF is limited to the basis initially allocated. After allocating a portion of the proceeds to the other instruments, the effective conversion price was $ 0.24 0.28 623,045 0.04 Based upon the above accounting conclusions and the additional information provided below, the allocation of the proceeds arising from the Series D Preferred financing transaction is summarized in the table below: Schedule of Series D Convertible Preferred and Warrant Financing November 21, 2019 Series D Convertible Preferred and warrant financing: Proceeds Allocation Financing Cost Allocation Total Allocation Gross proceeds $ 6,000,000 $ — $ 6,000,000 Financing costs paid in cash — (111,983 ) (111,983 ) $ 6,000,000 $ (111,983 ) $ 5,888,017 Derivative Liability: Derivative Put Liability $ (614,095 ) $ — $ (614,095 ) Deferred Financing costs — 8,100 8,100 Redeemable preferred stock: Series D Convertible Preferred Stock (2,869,854 ) — (2,869,854 ) Financing costs (APIC) — 1,106 1,106 Financing costs (Retained Earnings) — 66,265 66,265 Beneficial Conversion Feature (623,045 ) — (623,045 ) Investor Warrants (equity classified): Proceeds allocation (1,893,006 ) — (1,893,006 ) Financing costs (APIC) — 36,512 36,512 $ (6,000,000 ) $ 111,983 $ (5,888,017 ) Since the Series D Convertible Preferred Stock is perpetual and convertible at any time, the resulting discount of $ 3,130,146 6,000,000 On January 17, 2020, the Company entered into a securities purchase agreement with an accredited investor for the purchase of 2,450 0.001 100,000 January 17, 2020 Series D Convertible Preferred and warrant financing: Proceeds Allocation Gross proceeds $ 100,000 Financing costs paid in cash — $ 100,000 Derivative Liability: Derivative Put Liability $ (5,305 ) Redeemable preferred stock: Series D Convertible Preferred Stock (62,793 ) Investor Warrants (equity classified): Proceeds allocation (31,902 ) $ (100,000 ) Since the Series D Convertible Preferred Stock is perpetual and convertible at any time, the resulting discount of $ 37,207 100,000 For the year ended December 31, 2020, the Company recorded approximately $ 278,000 8 6,401,762 15,773,363 Schedule of Shares Outstanding Mezzanine Equity Rollforward (Series D Convertible Preferred Stock) Balance at January 8, 2019 $ - Issuance of Series D Convertible Preferred Stock 2,869,853 Inception deemed dividend 3,130,147 Deemed dividend (8% 60,493 Balance at December 31, 2019 6,060,493 Issuance of Series D Convertible Preferred Stock 62,793 Inception deemed dividend 37,207 Deemed dividend ( 8% 277,719 Mandatory conversion of Series D Convertible Preferred Stock to Common Stock (6,438,212 ) Balance at December 31, 2020 $ - Series D Convertible Preferred Stock Preferences Voting Rights Holders of our Series D Convertible Preferred Stock (“Series D Holders”) have the right to receive notice of any meeting of holders of common stock or Series D Convertible Preferred Stock and to vote upon any matter submitted to a vote of the holders of common stock or Series D Convertible Preferred Stock. Each Series D Holder shall vote on each matter submitted to them with the holders of common stock. There are no shares of Series D Convertible Preferred Stock outstanding as of December 31, 2020. Liquidation Upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each Series D Holder shall be entitled to receive, for each share thereof, out of assets of the Company legally available therefore, a preferential amount in cash equal to the stated value plus all accrued and unpaid dividends. All preferential amounts to be paid to the Series D Holders in connection with such liquidation, dissolution or winding up shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Company’s to the holders of the Company’s Series B and common stock. The Company accrues these dividends as they are earned each period. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 13 – Income Taxes The Company utilizes the liability method of accounting for income taxes as set forth in FASB ASC Topic 740, “Income Taxes”. Under the liability method, deferred taxes are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using tax rates expected to be in effect during the years in which the difference turns around. The Company accounts for interest and penalties on income taxes as income tax expense. A valuation allowance is recorded when it is more likely than not that a tax benefit will not be realized. In determining the need for valuation allowances the Company considers projected future taxable income and the availability of tax planning strategies. From inception to September 30, 2021, the Company has incurred net losses and, therefore, has no current income tax liability. The net deferred tax asset generated by these losses is fully offset by a valuation allowance as of September 30, 2021 and December 31, 2020. Management of the Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and determined that it is more likely than not that the Company will not recognize the full benefits of the deferred tax assets. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. There are no Deferred tax assets and liabilities consist of the following at December 31: Schedule of Deferred Tax Assets and Liabilities | Note 15 - Income Taxes The Company utilizes the liability method of accounting for income taxes as set forth in FASB ASC Topic 740, “Income Taxes”. Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using tax rates expected to be in effect during the years in which the basis difference reverses. The Company accounts for interest and penalties on income taxes as income tax expense. A valuation allowances is recorded when it is more likely than not that a tax benefit will not be realized. In determining the need for valuation allowances the Company considers projected future taxable income and the availability of tax planning strategies. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. As of December 31, 2020, the Company has not recorded any uncertain tax positions and, therefore, has not incurred any interest or penalties. The Company is not currently under examination by any Federal or State authority and is no longer subject to federal or state examination for years prior to 2017. A reconciliation of the statutory federal income tax expense (benefit) to the effective tax is as follows for the years ended December 31: Schedule of Components of Income Tax Expense (Benefit) 2020 2019 Statutory rate – federal 21.0 % 21.0 % Effect of: State income tax, net of federal benefit 5.1 3.0 State NOL true-up (1.1 ) (2.0 ) Goodwill impairment - (9.0 ) Prior year true up 2.7 - Other permanent differences 3.0 (1.0 ) Change in valuation allowances (30.7 ) (13.0 ) Income taxes 0.0 % 0.0 % The Company’s financial statements contain certain deferred tax assets which have arisen primarily as a result of losses incurred that are considered start-up costs for tax purposes, as well as net deferred income tax assets resulting from other temporary differences related to certain reserves and differences between book and tax depreciation and amortization. The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable income and estimates of future taxable income. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. Due to the history of losses incurred by the Company, management believes it is not more likely than not that all of the deferred tax assets can be realized. Accordingly, the Company established and recorded a full valuation allowance on its net deferred tax assets of $ 12.5 10.5 Deferred tax assets and liabilities consist of the following at December 31: Schedule of Deferred Tax Assets and Liabilities 2020 2019 Deferred Tax Assets: Federal and state net operating loss carry forwards $ 9,512,596 $ 7,302,375 Capitalized start-up costs 2,210,392 2,483,736 Capitalized research and development costs 462,768 424,390 Patents 41,842 57,907 Share-based compensation 241,177 242,437 Other 112,376 25,405 Total gross deferred tax assets 12,581,151 10,536,250 Deferred Tax Liabilities Right-of-use asset (70,914 ) — Total gross deferred tax liabilities (70,914 ) — Valuation Allowance (12,510,237 ) (10,536,250 ) Net deferred tax assets $ — — Utilization of the net operating loss carryforwards is subject to a substantial annual limitation due to the “ownership change” limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operating loss carryforwards before utilization. As of December 31, 2020, the Company had $ 39.7 The Company also has $ 26.0 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | N ote 14 - Subsequent Events The Company has evaluated subsequent events through November 11, 2021 and has determined that there have been no events that would require adjustments to or disclosure in the September 30, 2021 interim Consolidated Financial Statements other than those disclosed in this Form 10-Q. On October 14, 2021, H-Cyte, Inc. (the “Company”) entered into the Second Closing Bring Down Agreement (the “October 2021 Note Purchase Agreement”) whereby the five (5) investors who had entered into the April 2021 Note Purchase Agreement purchased new notes in the Company in the aggregate principal amount of $ 750,000 8 The Notes are convertible into shares of Common Stock at a discount of 20% of the price paid for such New Securities in the next financing that meets the definition of a Qualified Financing as defined in the April 2021 Note Purchase Agreement 437,000 7,500 | N ote 16 - Subsequent Events On January 12, 2021, Mr. William Horne stepped down as Chairman of the board of directors (the “Board”) of H-Cyte, Inc. (the “Company”). Mr. Horne will remain a member of the Board. On January 12, 2021, Mr. Raymond Monteleone was appointed the new Chairman of the Board. Mr. Monteleone is a current member of the Board. As of March 24, 2021, an additional 8,950,400 |
Business Acquisition
Business Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisition | Note 4– Business Acquisition On January 8, 2019, MedoveX completed its business combination with RMS under which MedoveX purchased certain assets and assumed certain liabilities of RMS, otherwise referred to as the Merger. Pursuant to the terms of the APA, MedoveX issued to the shareholders of RMS 33,661 6,111 2 39,772 1,000 55% Under the terms of the APA, the Company issued additional “Exchange Shares” to the shareholders of RMS to maintain the 55% 5.65 6,111 39,772 11,153 17,264 17,263,889 Because RMS shareholders owned approximately 55% Under the terms of the APA, MedoveX purchased certain assets and assumed certain liabilities of RMS. The assets of RMS reported on the MedoveX consolidated balance sheet as of December 31, 2018 that were excluded in the Merger on January 8, 2019 included the following: cash of approximately $ 70,000 4,300,000 158,000 180,000 398,000 285,000 Purchase Price Allocation The purchase price for the acquisition of the Acquiree has been allocated to the assets acquired and liabilities assumed based on their estimated fair values. The acquisition-date fair value of the consideration transferred is as follows: Schedule of Fair Value of Consideration Transferred 1 Common shares issued and outstanding 24,717,270 Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock 2,312,500 Total Common shares 27,029,770 Closing price per share of MedoveX Common stock on January 8, 2019 $ 0.40 10,811,908 Fair value of outstanding warrants and options 2,220,000 Cash consideration to RMS (350,000 ) Total consideration $ 12,681,908 Prior to the transaction, MedoveX had 24.5 9.8 8.4 The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition on January 8, 2019: Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed 1 Cash $ (302,710 ) Accounts receivable 145,757 Inventory 131,455 Prepaid expenses 46,153 Property and equipment 30,393 Other 2,751 Intangibles 3,680,000 Goodwill 12,564,401 Total assets acquired $ 16,298,200 Accounts payable and other accrued liabilities 1,645,399 Derivative liability 1,215,677 Interest-bearing liabilities and other 755,216 Net assets acquired $ 12,681,908 Intangible assets are recorded as definite-lived assets and amortized over the estimated period of economic benefit. Intangible assets represent the fair value of patents and related proprietary technology for the DenerveX System. During the fourth quarter of 2019 the Company recorded an impairment charge of $ 2,944,000 Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. Goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment exist. During the fourth quarter of 2019 the Company recorded an impairment charge of approximately $ 12,564,000 The derivative liability relates to the liability associated with warrants issued with the securities purchase agreements executed in May 2018, which liability was assumed in the Merger (see Note 12). Total interest-bearing liabilities and other liabilities assumed are as follows: Schedule of Interest Bearing and Other Liabilities Assumed 1 Notes payable $ 99,017 Short-term convertible notes payable 598,119 Dividend payable 57,813 Deferred rent 267 Total interest-bearing and other liabilities $ 755,216 Notes payable relate to promissory notes assumed by Acquiree in a 2015 acquisition, which was later divested in 2016, with the assumed promissory notes being retained by Acquiree. The Company finalized an eighteen-month extension on the notes extending the maturity date to March 1, 2021 5,800 5% 99,000 3,000 67,000 78,000 1,900 In the third quarter of 2018, convertible notes were issued pursuant to a securities purchase agreement with select accredited investors, whereby the Acquiree offered up to 1,000,000 50,000 Each Unit consisted of (i) a 12% 0.001 0.40 three-year 0.40 0.75 As a result of the price adjustment feature, the conversion price of the convertible notes was adjusted to $0.36 per share. In the offering, the Acquiree sold an aggregate of 15 750,000 1,875,000 750,000 0.40 1,875,000 505,000 245,000 598,000 The convertible notes had maturity dates between August and September 2019 and were renegotiated or repaid during the third and fourth quarters of 2019 (see Note 11). The following schedule represents the amount of revenue and net loss attributable to the MedoveX acquisition which have been included in the consolidated statements of operations for the periods subsequent to the acquisition date: Schedule of Revenue and Net Loss Attributable to Acquisition For the Year Ended December 31, 2019 Revenues $ 67,631 Net loss attributable to MedoveX $ (4,754,680 ) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 7 - Intangible Assets and Goodwill The Company’s intangible assets are patents and related proprietary technology for the DenerveX System. For the year ended December 31, 2019, total amortization expense related to acquisition-related intangible assets was $ 736,000 The Company decided to suspend the manufacturing and sale of the DenerveX product as it has been unsuccessful in its attempts to source cost effective alternative manufacturing and distributor options for the product. The Company has no future plans to commit any additional resources related to the future development or sales efforts for the product, as it has determined that the cost to relaunch the product back to market to be significant and indeterminable due to issues with the manufacturing and sterilization of the product. The DenerveX System no longer represents part of the Company’s core strategic plans for the future. The Company believes that it is more likely than not, that the carrying value will not be recoverable. As a result, during the fourth quarter of 2019 the Company recorded a charge of $ 2,944,000 The Company’s goodwill balance was determined to be impaired as of the balance sheet date due to the adverse financial results for 2019, the negative projected cash results for 2020 and a significant decline in its market capitalization. The Company concluded that the fair value of the reporting unit was less than the carrying amount in excess of goodwill. As a result, during the fourth quarter of 2019 the Company recorded a $ 12,564,000 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 11 – Debt Convertible Note The Convertible Notes payable represents a securities purchase agreement with select accredited investors, which was assumed in the Merger. The debt assumed by the Company consisted of $ 750,000 Each Unit consists of (i) a 12 0.001 0.40 three 0.75 The Convertible Notes sold in the offering were initially convertible into an aggregate of 1,875,000 0.36 288,000 On February 6, 2019, $ 100,000 750,000 251,667 100,000 0.36 350,000 52,033 The Company reached an extension with the remaining noteholder, George Hawes, which extended the maturity date of the Hawes Notes for one year, until September 30, 2020 300,000 85,000 40,000 424,615 424,615 10 11.90 10,000 35,860,079 Notes Payable Notes payable were assumed in the Merger and are due in aggregate monthly installments of approximately $ 5,800 5 The Company finalized an eighteen-month extension to March 1, 2021 67,000 78,000 1,900. The short-term notes with related party were issued by the Company during 2019, and as of March 31, 2020 consisted of four loans totaling $ 1,635,000 The loans bore interest rates ranging from 5.5 12 March 26, 2020 May 13, 2020 840,000 4,368,278 ten 0.014 1,717,000 218,000 199,000 1,300,000 On March 27, 2020, the Company issued a demand note (the “Note”) in the principal amount of $ 500,000 500,000 1,000,000 12 On September 24, 2020, the Company issued an aggregate of 323,844,416 4,483,618 123,031,819 75,162,429 35,860,079 All notes payable, except the promissory note having an outstanding balance of $ 67,000 Paycheck Protection Program On April 29, 2020, the Company issued a promissory note in the principal amount of $ 809,082 The PPP Loan bears interest at a rate of 1 The Company can apply for loan forgiveness in an amount equal to the sum of the following costs incurred by the Company: 1) payroll costs; 2) any payment of interest on covered mortgage obligations; 3) any payment on a covered rent obligation; and 4) any covered utility payment The amount forgiven will be calculated (and may be reduced) in accordance with the Paycheck Protection Program criteria set by the SBA. Not more than 40 |
Basis of presentation (Policies
Basis of presentation (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation | Principles of Consolidation U.S. GAAP requires that a related entity be consolidated with a company when certain conditions exist. An entity is considered to be a VIE when it has equity investors who lack the characteristics of having a controlling financial interest, or its capital is insufficient to permit it to finance its activities without additional subordinated financial support. Consolidation of a VIE by the Parent would be required if it is determined that the Parent will absorb a majority of the VIE’s expected losses or residual returns if they occur, retain the power to direct or control the VIE’s activities, or both. The accompanying audited consolidated financial statements include the accounts of the Parent, its wholly owned subsidiaries, and its VIEs. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates In preparing the financial statements, U.S. GAAP requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. Significant estimates were made around the valuation of embedded derivatives, which impacts gains or losses on such derivatives, the carrying value of debt, interest expense, and deemed dividends. Actual results could differ from those estimates. | |
Cash | Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash balances at December 31, 2020 and 2019 consists of funds deposited in checking accounts with commercial banks. | |
Accounts Receivable | Accounts Receivable Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. Trade accounts receivable are stated net of an estimate made for doubtful accounts, if any. Management evaluates the adequacy of the allowance for doubtful accounts regularly to determine if any account balances will potentially be uncollectible. Customer account balances are considered past due or delinquent based on the contractual agreement with each customer. Accounts are written off when, in management’s judgment, they are considered uncollectible. At December 31, 2020 and 2019, management believes no 6,000 90,000 | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the values assigned to long-lived assets, including property and equipment and certain intangible assets, to determine whether events and circumstances have occurred which indicate that the remaining estimated useful lives may warrant revision or that the remaining balances may not be recoverable. The evaluation of asset impairment requires management to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment, and actual results may differ from estimated amounts. In such reviews, undiscounted cash flows associated with these assets are compared with their carrying value to determine if a write-down to fair value is required (see Note 7). | |
Goodwill | Goodwill Goodwill represents the excess of purchase price over fair value of net identified tangible and intangible assets and liabilities acquired. The Company does not amortize goodwill; it tests goodwill for impairment on at least an annual basis. An impairment loss, if any, is measured as the excess of the carrying value of the reporting unit over the fair value of the reporting unit (see Note 7). | |
Leases | Leases In February 2016, the Financial Accounting Standard Board (“FASB”) established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02 (as amended), which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than twelve months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company has not entered into significant lease agreements in which it is the lessor. For the lease agreements in which the Company is the lessee, under Topic 842, lessees are required to recognize a lease liability and right-of-use asset for all leases (except for short-term leases) at the lease commencement date. Effective January 1, 2019, the Company adopted this guidance, applied the modified retrospective transition method and elected the transition option to use the effective date as the date of initial application. The Company recognized the cumulative effect of the transition adjustment on the consolidated balance sheet as of the effective date and did not provide any new lease disclosures for periods before the effective date. With respect to the practical expedients, the Company elected the package of transitional-related practical expedients and the practical expedient not to separate lease and non-lease components. | |
Other Receivables | Other Receivables Other receivables totaling approximately $ 22,000 19,000 3,000 10,000 19,000 9,000 | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with U.S. GAAP as outlined in the FASB ASC 606, Revenue From Contracts with Customers The Company uses a standard pricing model for the types of cellular therapy treatments that is offered to its patients. The transaction price accounts for medical, surgical, facility, and office services rendered by the Company for consented procedures and is recorded as revenue. The Company recognizes revenue when the terms of a contract with a patient are satisfied. The Company offers two types of cellular therapy treatments to their patients. 1) The first type of treatment includes medical services rendered typically over a two-day period in which the patient receives cellular therapy. For this treatment type, revenue is recognized in full at time of service. 2) The Company also offers a four-day treatment in which medical services are rendered typically over a two-day period and then again, approximately three months later, medical services are rendered for an additional two days of treatment. Payment is collected in full for both service periods at the time the first treatment is rendered. Revenue is recognized when services are performed based on the estimated standalone selling price of each service. The Company has deferred recognition of revenue amounting to approximately $ 634,000 1,046,000 The Company’s policy is to not offer refunds to patients. However, in limited instances the Company may make exceptions to this policy for extenuating circumstances. These instances are evaluated on a case-by-case basis and may result in a patient refund. Management performed an analysis of its customer refund history for refunds issued related to prior year’s revenue. Management used the results of this historical refund analysis to record a reserve for anticipated future refunds related to recognized revenue. At December 31, 2020 and 2019, the estimated allowance for refunds was approximately $ 77,000 63,000 | |
Research and development costs | Research and development costs Research and development expenses are recorded in operating expenses in the period in which they are incurred. | |
Advertising | Advertising Advertising costs are recorded in operating expenses in the period in which they are incurred. | |
Stock-Based Compensation | Stock-Based Compensation The Company maintains a stock option incentive plan and accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation | |
Income Taxes | Income Taxes The Company utilizes the liability method of accounting for income taxes as set forth in FASB ASC Topic 740, “Income Taxes”. Under the liability method, deferred taxes are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using tax rates expected to be in effect during the years in which the difference turns around. The Company accounts for interest and penalties on income taxes as income tax expense. A valuation allowance is recorded when it is more likely than not that a tax benefit will not be realized. In determining the need for valuation allowances the Company considers projected future taxable income and the availability of tax planning strategies. From inception to December 31, 2020, the Company has incurred net losses and, therefore, has no current income tax liability. The net deferred tax asset generated by these losses is fully offset by a valuation allowance as of December 31, 2020 and 2019 since it is currently likely that the benefit will not be realized in future periods. There are no | |
Net Loss Per Share | Net Loss Per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus potentially dilutive common shares outstanding using the treasury stock method. Any potentially dilutive securities are antidilutive due to the Company’s net losses. | |
Fair Value Measurements | Fair Value Measurements The Company measures certain non-financial assets, liabilities, and equity issuances at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as long-lived assets and non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. The Company classifies its stock warrants as either liability or equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” (ASC 480) and ASC 815, “Derivatives and Hedging” (ASC 815), depending on the specific terms of the warrant agreement. The Company uses the fair value measurement framework to value these assets and report the fair values in the periods in which they are recorded, adjusted above, or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: ● Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; ● Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and ● Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. The Company evaluates its financial liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. Although the Company believes that the recorded fair value of our financial instruments is appropriate at December 31, 2020, these fair values may not be indicative of net realizable value or reflective of future fair values. |
Right-of-use Asset And Lease _2
Right-of-use Asset And Lease Liability (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Right-of-use Asset And Lease Liability | ||
Schedule of Components of Lease Expense | The components of lease expense, which are included in other general and administrative expense, for the three and nine months ended September 30, 2021 and 2020, respectively, are as follows: Schedule of Components of Lease Expense Three Months Ended Nine Months Ended 2021 2020 2021 2020 Operating lease expense $ 69,582 140,381 253,233 442,409 | The components of lease expense, included in other general and administrative expense, for the years ended December 31, 2020 and 2019, respectively, are as follows: Schedule of Components of Lease Expense December 31, 2020 December 31, 2019 Operating lease expense $ 548,622 $ 579,770 |
Schedule of Cash Paid for Amounts Included the Measurement of Lease Liabilities | Cash paid for amounts included in the measurement of lease liabilities for the three and nine months ended September 30, 2021 and 2020, respectively, are as follows: Schedule of Cash Paid for Amounts Included the Measurement of Lease Liabilities Three Months Ended Nine Months Ended 2021 2020 2021 2020 Operating cash flows from operating leases $ 69,582 140,381 253,233 442,409 | Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2020 and 2019, respectively, are as follows: Schedule of Cash Paid for Amounts Included the Measurement of Lease Liabilities December 31, 2020 December 31, 2019 Operating cash flows from operating leases $ 548,622 $ 579,770 |
Schedule of Supplemental Balance Sheet and Other Information | Supplemental balance sheet and other information related to operating leases are as follows: Schedule of Supplemental Balance Sheet and Other Information September 30, 2021 December 31, 2020 Operating leases right-of-use assets $ 162,207 278,552 Lease liability, current portion 92,589 139,189 Lease liability, net of current portion 87,304 157,050 Total operating lease liabilities $ 179,893 296,239 Weighted average remaining lease term 1.92 2.32 Weighted average discount rate 9.96 % 10.31 % | Supplemental balance sheet and other information related to operating leases are as follows: Schedule of Supplemental Balance Sheet and Other Information December 31, 2020 December 31, 2019 Operating leases: Operating leases right-of-use assets $ 278,552 $ 738,453 Lease liability, current 139,189 453,734 Lease liability, net of current portion 157,050 302,175 Total operating lease liabilities $ 296,239 755,909 Weighted average remaining lease term 2.32 2.2 Weighted average discount rate 10.31 % 7.75 % |
Schedule of Maturities of Lease Liabilities | Future maturities of operating lease liabilities as of September 30, 2021 are as follows: Schedule of Maturities of Lease Liabilities Operating leases Remainder of 2021 $ 25,584 2022 102,891 2023 69,333 Due after two years through three years 69,333 Total lease payments 197,808 Total lease payments 197,808 Less: Interest 17,915 Total lease liability $ 179,893 | Maturities of operating lease liabilities as of December 31, 2020 are as follows: Schedule of Maturities of Lease Liabilities December 31, 2020 Due in one year or less $ 154,559 Due after one year through two years 102,891 Due after two years through three years 69,333 Total lease payments 326,783 Less interest (30,544 ) Total $ 296,239 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment, net, consists of the following: Schedule of Property and Equipment Useful Life September 30, 2021 December 31, 2020 Furniture and fixtures 5 7 $ 96,185 $ 231,222 Computers and software 3 7 213,660 246,323 Leasehold improvements 15 40,130 155,583 Property and equipment 349,975 633,128 Less: accumulated depreciation (309,631 ) (493,953 ) Total $ 40,344 $ 139,175 | Property and equipment, net, consists of the following: Schedule of Property and Equipment Useful Life December 31, 2020 December 31, 2019 Furniture and fixtures 5 7 years $ 231,222 $ 231,222 Computers and software 3 7 years 246,323 244,039 Leasehold improvements 15 years 155,583 157,107 633,128 632,368 Less accumulated depreciation (493,953 ) (412,665 ) Total $ 139,175 $ 219,703 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Schedule of Assumptions Used to Calculate Fair Value of Stock Options | Inputs used in the valuation models are as follows: Schedule of Assumptions Used to Calculate Fair Value of Stock Options 2021 Grants Option value $ 0.054 to 0.056 Risk Free Rate 0.90 % to 1.37 % Expected Dividend- yield - to - Expected Volatility 173.99 % to 176.04 % Expected term (years) 5 to 7 | |
Summary of Stock Option Activity | The following is a summary of stock option activity for the nine months ended September 30, 2020 and 2021: Summary of Stock Option Activity Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Outstanding at December 31, 2019 425,000 $ 1.38 7.71 Granted - - - Expired/Cancelled (15,000 ) 1.35 - Outstanding and exercisable at September 30, 2020 410,000 $ 1.39 7.23 Outstanding at December 31, 2020 410,000 $ 1.39 6.72 Granted 54,750,000 0.07 9.50 Expired/Cancelled (25,525,000 ) 0.07 - Outstanding at September 30, 2021 29,635,000 $ 0.10 9.41 Exercisable at September 30, 2021 14,801,667 $ 0.10 9.41 | The following is a summary of stock option activity for the years ending December 31, 2020 and 2019: Summary of Stock Option Activity Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Outstanding at December 31, 2018 — — — Assumed with the RMS merger transaction 557,282 $ 2.78 6.06 Granted 250,000 0.40 9.02 Expired/Cancelled (382,282 ) 2.86 — Outstanding at December 31, 2019 425,000 $ 1.38 7.71 Granted — — — Expired/Cancelled (15,000 ) 1.35 — Outstanding and exercisable at December 31, 2020 410,000 $ 1.39 6.72 |
Summary of Stock Option Activity Non-vested | The following is a summary of the Company’s non-vested shares for the nine months ended September 30, 2021: Summary of Stock Option Activity Non-vested Shares Weighted Non-vested at December 31, 2020 - - Granted 54,750,000 0.03 Vested (14,416,667 ) 0.05 Forfeited (25,500,000 ) 0.07 Non-vested at September 30, 2021 14,833,333 0.11 | |
Schedule of Anti-dilutive Securities of Basic and Diluted Net Loss Per Share | The Company excluded the following securities from the calculation of basic and diluted net loss per share as the effect would have been antidilutive: Schedule of Anti-dilutive Securities of Basic and Diluted Net Loss Per Share 2021 2020 For the Nine Months Ended September 30, 2021 2020 Warrants to purchase common stock (in the money) 385,033,082 367,515,043 Series A Preferred Stock convertible to common stock 515,874,354 542,129,440 Total 900,907,436 909,644,483 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of Fair Value, Liabilitiesn Measured On Recurring Basis | The following are rollforwards of the liabilities during the nine months ended September 30, 2020: Schedule of Fair Value, Liabilities Measured On Recurring Basis Derivative Liability - Warrants Balance at December 31, 2019 $ 315,855 Series D Warrant reclass from equity to liability classification 509,762 Warrants issued with modification of Horne Note 198,994 Warrants issued with April 17, 2020 financing 6,148,816 Fair value adjustments (2,986,853 ) Warrant reclassification from liability to equity classification (4,186,574 ) Balance at September 30, 2020 $ — Redemption Put Liability Balance at December 31, 2019 $ 267,399 Issuance of Series D Convertible Preferred Stock 5,306 Fair value adjustments (272,705 ) Balance at September 30, 2020 $ — | The following is a reconciliation of the beginning and ending balances for the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2020: Schedule of Fair Value, Liabilitiesn Measured On Recurring Basis Derivative Liability - Warrants Beginning balance as of December 31, 2018 $ — January 8, 2019 – date of dilutive financing 1,215,678 Exchange for common stock (72,563 ) Fair value adjustments (827,260 ) Balance at December 31, 2019 315,855 Series D Warrant reclass from equity to liability classification 509,764 Warrants issued with modification of Horne Management Notes 198,994 Warrants issued with April 17, 2020 financing 6,148,816 Fair value adjustments (2,986,853 ) Warrant reclassification from liability to equity classification (4,186,576 ) Balance at December 31, 2020 $ — Redemption Put Liability Beginning balance as of December 31, 2018 $ — November 15, 2019 – date of issuance 614,095 Fair value adjustments (346,696 ) Balance at December 31, 2019 $ 267,399 Issuance of Series D Convertible Preferred Stock 5,305 Fair value adjustments (272,704 ) Balance at December 31, 2020 $ — (1) The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of December 31, 2020 and December 31, 2019. (2) Upon the closing of the Rights Offering on September 11, 2020, the Derivative Liability- Warrants was no longer applicable, and its fair value was reclassed to stockholder’s equity. (3) The Series D Convertible Preferred Stock was converted into common stock on July 28, 2020 at which time the Redemption Put Liability was no longer applicable, and its fair value was adjusted to zero and the extinguishment was recorded to income. |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Common Stock Warrants | ||
Summary of Warrant Activity | A summary of the Company’s warrant issuance activity and related information for the period ended September 30, 2021 and 2020 is as follows: Summary of Warrant Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding and exercisable at December 31, 2019 44,806,076 $ 0.78 4.59 Issued 368,325,486 0.015 10.30 Total outstanding at September 30, 2020 413,131,562 0.09 9.79 Outstanding and exercisable at December 31, 2020 413,423,972 $ 0.015 10.30 Expired (5,783,189 ) $ 0.33 — Issued — — — Total outstanding and exercisable at September 30, 2021 407,640,783 $ 0.58 8.42 | A summary of the Company’s warrant issuance activity and related information for the years ended December 31, 2020 and December 31, 2019: Summary of Warrant Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Assumed as of the January 8, 2019 merger 12,108,743 $ 1.38 1.53 Exchanged (1,007,813 ) 0.40 — Expired (2,183,478 ) 2.73 — Issued 35,888,624 $ 0.73 5.36 Outstanding and exercisable at December 31, 2019 44,806,076 $ 0.78 4.59 Issued 369,617,896 0.01 10.05 Exercised (1,000,000 ) 0.01 — Total outstanding and exercisable at December 31, 2020 413,423,972 0.015 10.30 |
Schedule of Assumptions for Warrants | Schedule of Assumptions for Warrants Event Description Date Number of Warrants H-CYTE Stock Price Exercise Price of Warrant Grant Date Fair Value Life of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%) Short-term note, related party 1/13/2020 268,571 $ 0.12 $ 0.75 $ 0.07 3 years 1.60 145.76 Private placement of Series D Convertible Preferred Stock 1/17/2020 244,996 $ 0.15 $ 0.75 $ 0.13 10 years 1.84 144.30 Granted for bridge financing 4/8/2020 296,875 $ 0.05 $ 0.40 $ 0.04 3 years 0.34 131.82 Short-term note, related party conversion 4/17/2020 4,368,278 $ 0.05 $ 0.014 $ 0.05 10 years 0.65 100.64 Granted for bridge financing 9/11/2020 364,439,176 $ 0.05 $ 0.014 $ 0.017 10 years 0.65 96.97 | The fair value of all warrants issued are determined by using the Lattice and Black-Scholes valuation techniques (see Note 12) and were assigned based on the relative fair value of both the common stock and the warrants issued. The inputs used in the Lattice and Black-Scholes valuation techniques (see Note 12) to value each of the warrants as of their respective issue dates are as follows: Schedule of Assumptions for Warrants Event Description Date Number of Warrants H-CYTE Stock Price Exercise Price of Warrant Grant Date Fair Value Life of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%) Private placement 1/8/2019 5,000,000 $ 0.40 $ 0.75 $ 0.24 3 2.57 115.08 Antidilution provision (1) 1/8/2019 2,023,438 $ 0.40 $ 0.40 $ 0.28 3 2.57 115.08 Private placement 1/18/2019 6,000,000 $ 0.40 $ 0.75 $ 0.23 3 2.60 114.07 Private placement 1/25/2019 1,250,000 $ 0.59 $ 0.75 $ 0.38 3 2.43 113.72 Private placement 1/31/2019 437,500 $ 0.54 $ 0.75 $ 0.34 3 2.43 113.47 Private placement 2/7/2019 750,000 $ 0.57 $ 0.75 $ 0.36 3 2.46 113.23 Private placement 2/22/2019 375,000 $ 0.49 $ 0.75 $ 0.30 3 2.46 113.34 Private placement 3/1/2019 125,000 $ 0.52 $ 0.75 $ 0.33 3 2.54 113.42 Private placement 3/8/2019 150,000 $ 0.59 $ 0.75 $ 0.38 3 2.43 113.53 Private placement 3/11/2019 2,475,000 $ 0.61 $ 0.75 $ 0.40 3 2.45 113.62 Private placement 3/26/2019 500,000 $ 0.51 $ 0.75 $ 0.32 3 2.18 113.12 Private placement 3/28/2019 375,000 $ 0.51 $ 0.75 $ 0.31 3 2.18 112.79 Private placement 3/29/2019 62,500 $ 0.51 $ 0.75 $ 0.31 3 2.21 112.79 Private placement 4/4/2019 500,000 $ 0.48 $ 0.75 $ 0.29 3 2.29 112.77 Private placement 7/15/2019 200,000 $ 0.53 $ 1.00 $ 0.31 3 1.80 115.50 Convertible debt extension 9/18/2019 424,000 $ 0.40 $ 0.75 $ 0.25 3 1.72 122.04 Private placement of Series D Convertible Preferred Stock 11/15/2019 14,669,757 $ 0.28 $ 0.75 $ 0.19 10 1.84 89.75 Short-term note related party 11/26/2019 400,000 $ 0.20 $ 0.75 $ 0.13 3 1.58 144.36 Short-term note, related party 12/30/2019 171,429 $ 0.14 $ 0.75 $ 0.08 3 1.59 145.29 Short-term note, related party 1/13/2020 268,571 $ 0.12 $ 0.75 $ 0.07 3 1.60 145.76 Private placement of Series D Convertible Preferred Stock 1/17/2020 244,996 $ 0.15 $ 0.75 $ 0.13 10 1.84 144.30 Granted for bridge financing 4/8/2020 296,875 $ 0.05 $ 0.40 $ 0.02 3 0.34 131.82 Short-term note, related party conversion 4/17/2020 4,368,278 $ 0.05 $ 0.014 $ 0.05 10 0.65 100.64 Granted for bridge financing (2) 9/11/2020 364,439,176 $ 0.05 $ 0.014 $ 0.017 10 0.65 96.97 (1) 2,023,438 0.40 0.75 (2) 354,836,286 8,310,479 363,146,765 1,292,411 |
Series D Convertible Preferre_2
Series D Convertible Preferred Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Schedule of Shares Outstanding | Schedule of Shares Outstanding | Schedule of Shares Outstanding Mezzanine Equity Rollforward (Series D Convertible Preferred Stock) Balance at January 8, 2019 $ - Issuance of Series D Convertible Preferred Stock 2,869,853 Inception deemed dividend 3,130,147 Deemed dividend (8% 60,493 Balance at December 31, 2019 6,060,493 Issuance of Series D Convertible Preferred Stock 62,793 Inception deemed dividend 37,207 Deemed dividend ( 8% 277,719 Mandatory conversion of Series D Convertible Preferred Stock to Common Stock (6,438,212 ) Balance at December 31, 2020 $ - |
Schedule of Series D Convertible Preferred and Warrant Financing | Based upon the above accounting conclusions and the additional information provided below, the allocation of the proceeds arising from the Series D Preferred financing transaction is summarized in the table below: Schedule of Series D Convertible Preferred and Warrant Financing November 21, 2019 Series D Convertible Preferred and warrant financing: Proceeds Allocation Financing Cost Allocation Total Allocation Gross proceeds $ 6,000,000 $ — $ 6,000,000 Financing costs paid in cash — (111,983 ) (111,983 ) $ 6,000,000 $ (111,983 ) $ 5,888,017 Derivative Liability: Derivative Put Liability $ (614,095 ) $ — $ (614,095 ) Deferred Financing costs — 8,100 8,100 Redeemable preferred stock: Series D Convertible Preferred Stock (2,869,854 ) — (2,869,854 ) Financing costs (APIC) — 1,106 1,106 Financing costs (Retained Earnings) — 66,265 66,265 Beneficial Conversion Feature (623,045 ) — (623,045 ) Investor Warrants (equity classified): Proceeds allocation (1,893,006 ) — (1,893,006 ) Financing costs (APIC) — 36,512 36,512 $ (6,000,000 ) $ 111,983 $ (5,888,017 ) January 17, 2020 Series D Convertible Preferred and warrant financing: Proceeds Allocation Gross proceeds $ 100,000 Financing costs paid in cash — $ 100,000 Derivative Liability: Derivative Put Liability $ (5,305 ) Redeemable preferred stock: Series D Convertible Preferred Stock (62,793 ) Investor Warrants (equity classified): Proceeds allocation (31,902 ) $ (100,000 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following at December 31: Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following at December 31: Schedule of Deferred Tax Assets and Liabilities 2020 2019 Deferred Tax Assets: Federal and state net operating loss carry forwards $ 9,512,596 $ 7,302,375 Capitalized start-up costs 2,210,392 2,483,736 Capitalized research and development costs 462,768 424,390 Patents 41,842 57,907 Share-based compensation 241,177 242,437 Other 112,376 25,405 Total gross deferred tax assets 12,581,151 10,536,250 Deferred Tax Liabilities Right-of-use asset (70,914 ) — Total gross deferred tax liabilities (70,914 ) — Valuation Allowance (12,510,237 ) (10,536,250 ) Net deferred tax assets $ — — |
Schedule of Components of Income Tax Expense (Benefit) | A reconciliation of the statutory federal income tax expense (benefit) to the effective tax is as follows for the years ended December 31: Schedule of Components of Income Tax Expense (Benefit) 2020 2019 Statutory rate – federal 21.0 % 21.0 % Effect of: State income tax, net of federal benefit 5.1 3.0 State NOL true-up (1.1 ) (2.0 ) Goodwill impairment - (9.0 ) Prior year true up 2.7 - Other permanent differences 3.0 (1.0 ) Change in valuation allowances (30.7 ) (13.0 ) Income taxes 0.0 % 0.0 % |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of Consideration Transferred | The acquisition-date fair value of the consideration transferred is as follows: Schedule of Fair Value of Consideration Transferred 1 Common shares issued and outstanding 24,717,270 Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock 2,312,500 Total Common shares 27,029,770 Closing price per share of MedoveX Common stock on January 8, 2019 $ 0.40 10,811,908 Fair value of outstanding warrants and options 2,220,000 Cash consideration to RMS (350,000 ) Total consideration $ 12,681,908 |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition on January 8, 2019: Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed 1 Cash $ (302,710 ) Accounts receivable 145,757 Inventory 131,455 Prepaid expenses 46,153 Property and equipment 30,393 Other 2,751 Intangibles 3,680,000 Goodwill 12,564,401 Total assets acquired $ 16,298,200 Accounts payable and other accrued liabilities 1,645,399 Derivative liability 1,215,677 Interest-bearing liabilities and other 755,216 Net assets acquired $ 12,681,908 |
Schedule of Interest Bearing and Other Liabilities Assumed | Total interest-bearing liabilities and other liabilities assumed are as follows: Schedule of Interest Bearing and Other Liabilities Assumed 1 Notes payable $ 99,017 Short-term convertible notes payable 598,119 Dividend payable 57,813 Deferred rent 267 Total interest-bearing and other liabilities $ 755,216 |
Schedule of Revenue and Net Loss Attributable to Acquisition | The following schedule represents the amount of revenue and net loss attributable to the MedoveX acquisition which have been included in the consolidated statements of operations for the periods subsequent to the acquisition date: Schedule of Revenue and Net Loss Attributable to Acquisition For the Year Ended December 31, 2019 Revenues $ 67,631 Net loss attributable to MedoveX $ (4,754,680 ) |
Description of the Company (Det
Description of the Company (Details Narrative) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 11, 2020 | |
FWHC, LLC [Member] | |||
Equity ownership percentage | 61.00% | ||
Rion LLC [Member] | Product Supply Agreement [Member] | |||
Agreement term | 10 years | 10 years |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management’s Plans (Details Narrative) - USD ($) | Oct. 14, 2021 | Oct. 14, 2021 | Apr. 02, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 11, 2021 | Mar. 24, 2021 | Apr. 09, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Net loss | $ 586,611 | $ (3,949,879) | $ 4,052,290 | $ 4,898,685 | $ 6,459,236 | $ 29,807,878 | ||||||
Proceeds from Convertible Debt | 1,091,080 | |||||||||||
Cash and Cash Equivalents, at Carrying Value | 307,000 | 307,000 | ||||||||||
Net cash used in operating activities | 3,988,115 | $ 5,461,140 | 7,257,743 | 12,291,275 | ||||||||
Cash on hand | $ 307,213 | $ 307,213 | $ 1,640,645 | $ 1,424,096 | ||||||||
Subsequent Event [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 750,000 | $ 750,000 | ||||||||||
Cash and Cash Equivalents, at Carrying Value | $ 644,000 | |||||||||||
Cash on hand | $ 436,000 | |||||||||||
Investor [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||
Secured Convertible Note Purchase Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 2,575,000 | |||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2022 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||
Debt Instrument Conversion Discount Price Percentage | 20.00% | |||||||||||
Secured Convertible Note Purchase Agreement [Member] | FWHC Bridge, LLC [Member] | Investor [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Proceeds from Convertible Debt | $ 1,500,000 | |||||||||||
Secured Convertible Note Purchase Agreement [Member] | FWHC [Member] | Investor [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Proceeds from Convertible Debt | $ 25,000 | |||||||||||
Second Closing Bring Down Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 750,000 | $ 750,000 | ||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2022 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||||||||
Debt Instrument Conversion Discount Price Percentage | 20.00% | 20.00% | ||||||||||
Second Closing Bring Down Agreement [Member] | FWHC Bridge, LLC [Member] | Investor [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Proceeds from Convertible Debt | $ 437,000 | |||||||||||
Second Closing Bring Down Agreement [Member] | FWHC [Member] | Investor [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Proceeds from Convertible Debt | $ 7,500 | |||||||||||
Second Closing Bring Down Agreement [Member] | FWHC [Member] | Investor [Member] | Subsequent Event [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Proceeds from Convertible Debt | $ 7,500 |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Right-of-use Asset And Lease Liability | ||||||
Operating lease expense | $ 69,582 | $ 140,381 | $ 253,233 | $ 442,409 | $ 548,622 | $ 579,770 |
Schedule of Cash Paid for Amoun
Schedule of Cash Paid for Amounts Included the Measurement of Lease Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Right-of-use Asset And Lease Liability | ||||||
Operating cash flows from operating leases | $ 69,582 | $ 140,381 | $ 253,233 | $ 442,409 | $ 548,622 | $ 579,770 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet and Other Information (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Right-of-use Asset And Lease Liability | |||
Operating leases: Operating leases right-of-use assets | $ 162,207 | $ 278,552 | $ 738,453 |
Operating leases: Lease liability, current | 92,589 | 139,189 | 453,734 |
Operating leases: Lease liability, net of current portion | 87,304 | 157,050 | 302,175 |
Total operating lease liabilities | $ 179,893 | $ 296,239 | $ 755,909 |
Weighted average remaining lease term | 1 year 11 months 1 day | 2 years 3 months 25 days | 2 years 2 months 12 days |
Weighted average discount rate | 9.96% | 10.31% | 7.75% |
Total operating lease liabilities | $ 179,893 | $ 296,239 | $ 755,909 |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Right-of-use Asset And Lease Liability | |||
Remainder of 2021 | $ 25,584 | ||
Year 1 | 102,891 | $ 154,559 | |
Year 2 | 69,333 | 102,891 | |
Year 3 | 69,333 | ||
Total lease payments | 197,808 | 326,783 | |
Less: Interest | 17,915 | 30,544 | |
Total | 179,893 | 296,239 | $ 755,909 |
Less interest | $ (17,915) | $ (30,544) |
Right-of-use Asset And Lease _3
Right-of-use Asset And Lease Liability (Details Narrative) - USD ($) | Apr. 02, 2021 | Apr. 01, 2021 | Nov. 02, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 02, 2021 | Aug. 02, 2021 |
Lease, description | Each location has its own expiration date ranging from April 30, 2020 to August 31, 2023. The Company did not renew the leases in Dallas, TX, Pittsburgh, PA, and Atlanta, GA as those leases all expired in 2020. The Company does not intend on renewing its corporate office space lease in Tampa, FL which expires on March 31, 2021 but will renew the Tampa, FL lease for the LHI clinic. | ||||||||||
Current lease liabilities | $ 92,589 | $ 92,589 | $ 139,189 | $ 453,734 | |||||||
Long-term lease liabilities | 87,304 | 87,304 | 157,050 | 302,175 | |||||||
ROU assets | 162,207 | 162,207 | 278,552 | 738,453 | |||||||
Operating lease expense | 570,000 | ||||||||||
Operating lease expense | $ 69,582 | $ 140,381 | $ 253,233 | $ 442,409 | 548,622 | $ 579,770 | |||||
Accounting Standards Update 2016-02 [Member] | |||||||||||
Current lease liabilities | 475,000 | ||||||||||
Long-term lease liabilities | 713,000 | ||||||||||
ROU assets | $ 1,167,000 | ||||||||||
Tampa, FL [Member] | |||||||||||
Lease, description | The Company did not renew its corporate office space lease in Tampa, FL which expired on March 31, 2021. The Company leases medical clinic space in Tampa, FL, Nashville, TN, and Scottsdale, AZ. These clinic locations have various expiration dates through August 31, 2023. The leasing arrangements contain various renewal options that are adjusted for increases in the consumer price index or agreed upon rates. The Company entered into a twelve-month lease extension for its Tampa location beginning April 1, 2021 totaling $71,775. The Company also entered into a twelve-month lease extension for its Nashville location beginning November 1, 2021 totaling $94,500. The Dallas, TX lease expired on July 31, 2020 and the Pittsburgh, PA lease expired on October 31, 2020, neither of which were renewed as these clinic locations were permanently closed. | ||||||||||
Short-term lease commitment, amount | $ 71,775 | ||||||||||
Tampa, FL [Member] | Forecast [Member] | |||||||||||
Lease, description | maturity date of March 31, 2022. | ||||||||||
Short-term lease commitment, amount | $ 71,775 | ||||||||||
Nashville Tennessee [Member] | |||||||||||
Lease, description | maturity date of October 31, 2021 | ||||||||||
Short-term lease, cost | $ 73,750 | ||||||||||
Nashville Tennessee [Member] | Subsequent Event [Member] | |||||||||||
Short-term lease commitment, amount | $ 94,500 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 349,975 | $ 633,128 | $ 632,368 |
Less: accumulated depreciation | (309,631) | (493,953) | (412,665) |
Total | 40,344 | 139,175 | 219,703 |
Property and Equipment, net | 40,344 | 139,175 | 219,703 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 96,185 | 231,222 | 231,222 |
Computers and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 213,660 | $ 246,323 | 244,039 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | 15 years | 15 years | |
Property and equipment | $ 40,130 | $ 155,583 | $ 157,107 |
Minimum [Member] | Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | 5 years | 5 years | |
Minimum [Member] | Computers and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | 3 years | 3 years | |
Maximum [Member] | Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | 7 years | 7 years | |
Maximum [Member] | Computers and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | 7 years | 7 years |
Property And Equipment (Details
Property And Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expense | $ 300 | $ 30,000 | $ 14,000 | $ 69,000 | $ 81,000 | $ 98,000 |
Gain (Loss) on Disposition of Property Plant Equipment | $ 0 | $ 93,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Oct. 14, 2021 | Apr. 02, 2021 | Jan. 12, 2021 | Oct. 02, 2020 | Sep. 11, 2020 | Jul. 28, 2020 | Jun. 02, 2020 | Mar. 25, 2020 | Nov. 13, 2019 | Oct. 28, 2019 | Sep. 26, 2019 | Feb. 01, 2019 | Apr. 30, 2020 | Jan. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 09, 2020 | Nov. 26, 2019 | Jul. 25, 2019 | Feb. 15, 2019 |
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Proceeds from convertible debt | $ 1,091,080 | ||||||||||||||||||||||||
Warrants to purchase common stock | 363,146,765 | ||||||||||||||||||||||||
Gain on debt extinguishment | 1,300,088 | $ 1,300,088 | |||||||||||||||||||||||
Loan One [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate | 5.50% | ||||||||||||||||||||||||
Loans payable | $ 900,000 | ||||||||||||||||||||||||
Loan Two [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt, maturity date | Mar. 26, 2020 | ||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||
Advance was repaid | $ 350,000 | ||||||||||||||||||||||||
Increase in interest rate | 15.00% | ||||||||||||||||||||||||
Loan Three [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt, maturity date | Apr. 28, 2020 | ||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||
Advance was repaid | $ 150,000 | ||||||||||||||||||||||||
Increase in interest rate | 15.00% | ||||||||||||||||||||||||
Loan Four [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt, maturity date | May 13, 2020 | ||||||||||||||||||||||||
Advance was repaid | $ 235,000 | ||||||||||||||||||||||||
Increase in interest rate | 15.00% | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Conversion of stock, shares issued | 117,362,143 | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | Promissory Notes from April 2020 [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Conversion of stock, shares issued | 123,031,819 | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | April Secured Note [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Conversion of stock, shares issued | 75,162,429 | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | Hawes Notes [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Conversion of stock, shares issued | 35,860,079 | ||||||||||||||||||||||||
FWHC HOLDINGS, LLC [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Percentage of fully diluted shares owned | 61.00% | ||||||||||||||||||||||||
Warrants issued | 273,356,676 | ||||||||||||||||||||||||
Warrants term | 10 years | ||||||||||||||||||||||||
Warrants exercise price, per share | $ 0.014 | ||||||||||||||||||||||||
FWHC HOLDINGS, LLC [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Conversion of stock, shares issued | 15,518,111 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Related party compensation | $ 5,000 | 2,500 | 2,500 | ||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||
Bill Horne [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Officers compensation | $ 12,500 | ||||||||||||||||||||||||
Salary reduction per month | $ 0 | ||||||||||||||||||||||||
Salary increase per month | $ 20,833 | ||||||||||||||||||||||||
Deferred salary and compensation | $ 108,000 | ||||||||||||||||||||||||
Former CEO [Member] | Horne Management, LLC[Member] | Four Loans [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Related party notes payable | 1,635,000 | ||||||||||||||||||||||||
Lender [Member] | Loan Two [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||||||||
Warrants exercise price, per share | $ 0.75 | ||||||||||||||||||||||||
Warrants to purchase common stock | 400,000 | ||||||||||||||||||||||||
Lender [Member] | Loan Three [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||||||||
Warrants exercise price, per share | $ 0.75 | ||||||||||||||||||||||||
Warrants to purchase common stock | 171,429 | ||||||||||||||||||||||||
Lender [Member] | Loan Four [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||||||||
Warrants exercise price, per share | $ 0.75 | ||||||||||||||||||||||||
Warrants to purchase common stock | 268,571 | ||||||||||||||||||||||||
Mr. Raymond Monteleone [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Officers compensation | 18,000 | 18,000 | 53,000 | $ 65,000 | |||||||||||||||||||||
Michael Yurkowsky [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Officers compensation | 12,500 | 5,000 | |||||||||||||||||||||||
Raymond Monteleone [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Officers compensation | 93,000 | 125,000 | |||||||||||||||||||||||
Oral Consulting Agreement [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Advisory service fee | $ 5,000 | ||||||||||||||||||||||||
Audit fees | $ 2,500 | ||||||||||||||||||||||||
Oral Consulting Agreement [Member] | Jimmy St. Louis [Member] | St. Louis Family Office, LLC [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Advisory service fee | $ 10,000 | ||||||||||||||||||||||||
Audit fees | 0 | 68,000 | |||||||||||||||||||||||
Oral Consulting Agreement [Member] | Mr. Raymond Monteleone [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Advisory service fee | $ 10,000 | ||||||||||||||||||||||||
Audit fees | 5,000 | ||||||||||||||||||||||||
Oral Consulting Agreement [Member] | Mr. Raymond Monteleone [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Audit fees | 5,000 | ||||||||||||||||||||||||
Oral Consulting Agreement [Member] | Mr. Raymond Monteleone [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Advisory service fee | $ 10,000 | ||||||||||||||||||||||||
Oral Consulting Agreement [Member] | Michael Yurkowsky [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Audit fees | $ 4,167 | $ 4,167 | |||||||||||||||||||||||
Officers compensation | $ 4,167 | 13,000 | 0 | 38,000 | |||||||||||||||||||||
Oral Consulting Agreement [Member] | Mr. William Horne [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Officers compensation | $ 13,000 | $ 0 | $ 29,000 | ||||||||||||||||||||||
Secured Convertible Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt principal amount | $ 2,575,000 | ||||||||||||||||||||||||
Debt, maturity date | Mar. 31, 2022 | ||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||
Debt instrument conversion discount price percentage | 20.00% | ||||||||||||||||||||||||
Secured Convertible Note Purchase Agreement [Member] | Investor [Member] | FWHC Bridge, LLC [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Proceeds from convertible debt | $ 1,500,000 | ||||||||||||||||||||||||
Secured Convertible Note Purchase Agreement [Member] | Investor [Member] | FWHC [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Proceeds from convertible debt | $ 25,000 | ||||||||||||||||||||||||
Second Closing Bring Down Agreement [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt principal amount | $ 750,000 | ||||||||||||||||||||||||
Debt, maturity date | Mar. 31, 2022 | ||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||
Debt instrument conversion discount price percentage | 20.00% | ||||||||||||||||||||||||
Second Closing Bring Down Agreement [Member] | Investor [Member] | FWHC Bridge, LLC [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Proceeds from convertible debt | $ 437,000 | ||||||||||||||||||||||||
Second Closing Bring Down Agreement [Member] | Investor [Member] | FWHC [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Proceeds from convertible debt | $ 7,500 | ||||||||||||||||||||||||
Consulting Agreement [Member] | Strategos Public Affairs, LLC [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Monthly fee | 7,500 | $ 4,500 | |||||||||||||||||||||||
Compensation expenses | 15,000 | $ 71,000 | |||||||||||||||||||||||
April Offering [Member] | Bill Horne [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Gain on debt extinguishment | $ 1,300,000 | ||||||||||||||||||||||||
April Offering [Member] | Bill Horne [Member] | Warrants [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Extinguished shares | 4,368,278 | ||||||||||||||||||||||||
April Offering [Member] | Bill Horne [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Extinguished shares | 4,368,278 |
Schedule of Assumptions Used to
Schedule of Assumptions Used to Calculate Fair Value of Stock Options (Details) - 2021 Grants [Member] | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Minimum [Member] | |
Option value | $ 0.054 |
Risk-free interest rates | 0.90% |
Dividend yield | |
Expected Volatility | 173.99% |
Expected life (in years) | 5 years |
Maximum [Member] | |
Option value | $ 0.056 |
Risk-free interest rates | 1.37% |
Dividend yield | |
Expected Volatility | 176.04% |
Expected life (in years) | 7 years |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||||
Number of Shares Options Outstanding beginning Balance | 410,000 | 425,000 | 425,000 | |
Weighted Average Exercise Price Outstanding Beginning Balance | $ 1.39 | $ 1.38 | $ 1.38 | |
Weighted Average Remaining Term (years) Outstanding, Beginning | 9 years 4 months 28 days | 7 years 8 months 15 days | 6 years 8 months 19 days | 0 years |
Number of Options Granted | 54,750,000 | 250,000 | ||
Weighted Average Exercise Price Granted | $ 0.07 | $ 0 | $ 0.40 | |
Number of Options Expired/Cancelled | (25,525,000) | (15,000) | (15,000) | (382,282) |
Weighted Average Exercise Price Expired/ Cancelled | $ 0.07 | $ 1.35 | $ 1.35 | $ 2.86 |
Number of Shares Options Outstanding and exercisable Ending Balance | 410,000 | |||
Weighted Average Exercise Price Outstanding and exercisable Ending Balance | $ 1.39 | $ 1.39 | $ 1.38 | |
Weighted Average Remaining Term (Years) Outstanding and Exercisable | 7 years 2 months 23 days | |||
Weighted Average Remaining Term (Years) Granted | 9 years 6 months | |||
Number of Shares Options Outstanding Ending Balance | 29,635,000 | 410,000 | 425,000 | |
Weighted Average Exercise Price Outstanding Ending Balance | $ 0.10 | $ 1.39 | $ 1.38 | |
Options Exercisable | 14,801,667 | |||
Weighted average exercise price, Exercisable | $ 0.10 | |||
Weighted Average Remaining Term (Years) Exercisable | 9 years 4 months 28 days | |||
Number of Shares Options, Assumed with the RMS merger transaction | 557,282 | |||
Weighted Average Exercise Price, Assumed with the RMS merger transaction | $ 2.78 | |||
Weighted Average Remaining Term (years) Assumed with the RMS merger transaction | 6 years 21 days | |||
Weighted Average Remaining Term (years) Granted | 0 years | 9 years 7 days | ||
Weighted Average Exercise Price Outstanding and exercisable beginning Balance | $ 1.39 | $ 1.38 | $ 1.38 | |
Weighted Average Remaining Term (years) Outstanding, Ending | 6 years 8 months 19 days | 7 years 8 months 15 days | ||
Weighted Average Remaining Term (years) expired/cancelled | 0 years |
Summary of Stock Option Activ_2
Summary of Stock Option Activity Non-vested (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Non-vested Shares Outstanding, Beginning Balance | shares | |
Non-vested, Weighted Average Grant Date Fair Value, Outstanding Beginning Balance | $ / shares | |
Non-vested Shares, Granted | shares | 54,750,000 |
Non-vested, Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 0.03 |
Non-vested Shares, Vested | shares | (14,416,667) |
Non-vested, Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 0.05 |
Non-vested Shares, Forfeited | shares | (25,500,000) |
Non-vested, Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 0.07 |
Non-vested Shares Outstanding, Ending Balance | shares | 14,833,333 |
Non-vested, Weighted Average Grant Date Fair Value, Outstanding Ending Balance | $ / shares | $ 0.11 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities of Basic and Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 900,907,436 | 909,644,483 |
Warrants To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 385,033,082 | 367,515,043 |
Series A Preferred Stock Convertible To Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 515,874,354 | 542,129,440 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | Apr. 02, 2021 | Sep. 24, 2020 | Sep. 11, 2020 | Sep. 11, 2020 | Jul. 29, 2020 | Jul. 28, 2020 | Jul. 28, 2020 | Apr. 30, 2020 | Apr. 23, 2020 | Nov. 21, 2019 | Apr. 25, 2019 | Feb. 06, 2019 | Jan. 08, 2019 | Feb. 29, 2020 | Aug. 31, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 05, 2019 | Dec. 31, 2018 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Share issued price per share | $ 0.40 | $ 0.40 | ||||||||||||||||||||||||
Debt conversion of common stock shares | 250,000 | |||||||||||||||||||||||||
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 | |||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||||||||||||||
Stock options granted | 54,750,000 | 250,000 | ||||||||||||||||||||||||
Stock options exercise price | $ 0.07 | $ 0 | $ 0.40 | |||||||||||||||||||||||
Stock option expiration term | 10 years | |||||||||||||||||||||||||
Compensation expense | $ 162,359 | $ 1,024,359 | $ 643 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 29,635,000 | 29,635,000 | 410,000 | 425,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 14,416,667 | |||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 1,024,359 | $ 643 | $ 643 | $ 1,785,082 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 4 months 28 days | 7 years 8 months 15 days | 6 years 8 months 19 days | 0 years | ||||||||||||||||||||||
Management fee | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||
Potentially anti-dilutive, share | 900,907,436 | 909,644,483 | ||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Additional paid-in capital | $ 43,540,358 | $ 43,540,358 | $ 42,515,999 | $ 28,172,146 | ||||||||||||||||||||||
Accumulated deficit | (47,911,264) | (47,911,264) | (43,858,974) | (37,362,531) | ||||||||||||||||||||||
Non-controlling interest | $ (370,132) | $ (370,132) | $ (370,132) | (370,132) | ||||||||||||||||||||||
Shares issued during period, value | $ 218,414 | $ 4,419,787 | ||||||||||||||||||||||||
Number of shares issued for consulting fees | 130,085 | |||||||||||||||||||||||||
Number of shares issued for consulting fees, value | $ 52,033 | |||||||||||||||||||||||||
Warrants to purchase common stock | 363,146,765 | 363,146,765 | ||||||||||||||||||||||||
Authorized shares, description | he Company filed its Second Amended and Restated Certificate of Incorporation (the “Amended COI”). The Amended COI provides for the issuance of up 1,600,000,000 shares of Common Stock and 1,000,000,000 shares of Preferred Stock, of which 800,000,000 shares are designated as Series A Preferred Stock and eliminates the previously authorized classes of preferred stock. The Amended COI also delineates the rights of the Series A Preferred Stock. | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||
RMS [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Common stock, par value | $ 33,700 | |||||||||||||||||||||||||
Additional paid-in capital | $ 3,566,000 | |||||||||||||||||||||||||
Accumulated deficit | 9,296,000 | |||||||||||||||||||||||||
Non-controlling interest | 370,000 | |||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Warrants exercise price, per share | $ 0.04 | $ 0.04 | ||||||||||||||||||||||||
Shares issued during period, value | $ 5,650,000 | |||||||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Potentially anti-dilutive, share | 22,607,701 | |||||||||||||||||||||||||
Stock Options [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Potentially anti-dilutive, share | 29,635,000 | |||||||||||||||||||||||||
Share-based Payment Arrangement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 29,635,000 | 29,635,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 14,801,667 | |||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 162,000 | $ 1,024,000 | ||||||||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 574,000 | $ 574,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 1 month 13 days | |||||||||||||||||||||||||
Secured Convertible Note Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | $ 2,575,000 | |||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Debt conversion of common stock shares | 1,875,000 | |||||||||||||||||||||||||
Debt conversion price per share | $ 0.40 | $ 0.40 | ||||||||||||||||||||||||
Debt instrument face amount | $ 750,000 | |||||||||||||||||||||||||
Warrants to purchase common stock | 1,875,000 | |||||||||||||||||||||||||
Number of common stock shares sold | 15 | |||||||||||||||||||||||||
Fair value of notes payable | $ 598,000 | |||||||||||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | 750,000 | |||||||||||||||||||||||||
Fair value of notes payable | 598,000 | |||||||||||||||||||||||||
Convertible Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Debt conversion of common stock shares | 250,000 | |||||||||||||||||||||||||
Debt conversion price per share | $ 0.40 | |||||||||||||||||||||||||
Cancellation of debt | $ 100,000 | |||||||||||||||||||||||||
Debt instrument converted value | $ 100,000 | |||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | 78,000 | |||||||||||||||||||||||||
Directors and Officers [Member] | Secured Convertible Note Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Stock options granted | 54,750,000 | |||||||||||||||||||||||||
Stock options exercise price | $ 0.07 | |||||||||||||||||||||||||
Directors and Officers [Member] | Secured Convertible Note Purchase Agreement [Member] | Immediately Vested [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Stock options granted | 4,750,000 | |||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Compensation expense | $ 205,000 | |||||||||||||||||||||||||
Four Purchasers [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | $ 2,000,000 | |||||||||||||||||||||||||
Proceeds from debt | 1,800,000 | |||||||||||||||||||||||||
Cancellation of debt | $ 200,000 | |||||||||||||||||||||||||
Four Purchasers [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Share issued price per share | $ 0.75 | |||||||||||||||||||||||||
Debt instrument face amount | $ 50,000 | |||||||||||||||||||||||||
Additional Purchasers [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Aggregate amount of capital raised | $ 7,000,000 | |||||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Value of shares issued for services | 43,500 | |||||||||||||||||||||||||
Share issued price per share | $ 0.29 | |||||||||||||||||||||||||
Number of shares issued for services | 150,000 | |||||||||||||||||||||||||
Mr. William Horne [Member] | Employment Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Share issued price per share | $ 0.40 | |||||||||||||||||||||||||
Compensation expense | $ 1,690,000 | |||||||||||||||||||||||||
Shares issued during period, value | $ 4,225,634 | |||||||||||||||||||||||||
Vested percentage | 100.00% | |||||||||||||||||||||||||
Number of options to purchase shares of common stock | | 4,475,634 | |||||||||||||||||||||||||
Percentage for common stock outstanding | 7.00% | |||||||||||||||||||||||||
Warrant Holder [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Warrants to purchase common stock | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Former CEO [Member] | Restricted Stock Award [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Compensation expense | $ 1,000 | $ 95,000 | ||||||||||||||||||||||||
Former CEO [Member] | Employment Agreement [Member] | Equity Option [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of options to purchase shares of common stock | | 250,000 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Share issued price per share | $ 0.014 | |||||||||||||||||||||||||
Preferred stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||||||||||||
Stock issued during period new issue shares | 15,235,381 | |||||||||||||||||||||||||
Number of shares converted | 4,431,530 | 22,235,055 | 4,020,031 | |||||||||||||||||||||||
Common stock conversion ratio | common stock at a 1:1 ratio | common stock at a 1:1 ratio | ||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Preferred stock, shares outstanding | 515,874,354 | 515,874,354 | 538,109,409 | 0 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | Outstanding Promissory Note [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Stock issued during period new issue shares | 323,844,416 | |||||||||||||||||||||||||
Principal amount and accrued interest | $ 4,483,617 | $ 4,483,617 | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Stock issued during period new issue shares | 323,844,416 | 323,844,416 | ||||||||||||||||||||||||
Principal amount and accrued interest | $ 4,483,617 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Hawes Notes [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares converted | 35,860,079 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Purchasers [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Stock issued during period new issue shares | 203,049,643 | |||||||||||||||||||||||||
Proceeds from offering | $ 3,055,985 | |||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of additional exchange shares issued | 17,264 | |||||||||||||||||||||||||
Series C Preferred Stock [Member] | RMS [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued for acquisition | 33,661 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Share issued price per share | $ 0.014 | |||||||||||||||||||||||||
Stock conversion shares issued | 117,362,143 | |||||||||||||||||||||||||
Number of shares issued for acquisition | 15,235,381 | 218,285,024 | ||||||||||||||||||||||||
Number of shares issued for acquisition | $ 2,800,000 | |||||||||||||||||||||||||
Shares issued during period, value | $ 3,055,985 | |||||||||||||||||||||||||
Stock issuance costs | $ 320,000 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Purchasers [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued for acquisition | 203,049,643 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Promissory Notes from April 2020 [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Stock conversion shares issued | 123,031,819 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Hawes Notes [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Stock conversion shares issued | 35,860,079 | |||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | ||||||||||||||||||||||||
Number of shares converted | 715,279 | |||||||||||||||||||||||||
Value of converted shares | $ 2,650 | |||||||||||||||||||||||||
Beneficial conversion feature | $ 33,000 | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 6,100 | ||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Accrued Dividends [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares converted | 50,367 | |||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Debt conversion price per share | $ 0.36 | |||||||||||||||||||||||||
Series B Convertible Preferred Stocks [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares converted | 715,279 | |||||||||||||||||||||||||
Number of common stock shares sold | 9,250 | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||||||||
Series B Convertible Preferred Stocks [Member] | Accrued Dividends [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares converted | 2,650 | |||||||||||||||||||||||||
Series B and Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares converted | 17,893,076 | |||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||||||||||||||||
Series B and Series D Preferred Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Debt conversion of common stock shares | 17,893,076 | |||||||||||||||||||||||||
Stock conversion shares issued | 17,893,076 | |||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Stock issued during period new issue shares | 4,368,278 | 17,700,000 | ||||||||||||||||||||||||
Number of shares converted | 17,263,889 | |||||||||||||||||||||||||
Potentially anti-dilutive, share | 410,000 | 425,000 | ||||||||||||||||||||||||
Shares issued during period, value | $ 4,368 | $ 17,700 | ||||||||||||||||||||||||
Common Stock [Member] | RMS [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares converted | 33,661,000 | |||||||||||||||||||||||||
Series B Warrant Holders [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Share issued price per share | $ 0.40 | |||||||||||||||||||||||||
Stock issued during period new issue shares | 403,125 | |||||||||||||||||||||||||
Shares issued during period, value | $ 73,000 | |||||||||||||||||||||||||
Warrants to purchase common stock | 1,007,813 | |||||||||||||||||||||||||
Fair value of warrants | $ 75,000 | |||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Potentially anti-dilutive, share | 23,937,765 | 44,806,076 | ||||||||||||||||||||||||
Warrants exercise price, per share | $ 0.016 | |||||||||||||||||||||||||
Warrants to purchase common stock | 387,126,145 | |||||||||||||||||||||||||
LilyCon Investments, LLC [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Value of shares issued for services | $ 35,000 | |||||||||||||||||||||||||
Share issued price per share | $ 0.32 | |||||||||||||||||||||||||
Number of shares issued for services | 109,375 | |||||||||||||||||||||||||
Home Management LLC [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Debt conversion of common stock shares | 4,368,278 | |||||||||||||||||||||||||
Warrant term | 10 years | |||||||||||||||||||||||||
Debt conversion price per share | $ 0.014 | |||||||||||||||||||||||||
Warrants exercise price, per share | $ 0.05 | |||||||||||||||||||||||||
Debt instrument face amount | $ 1,717,000 | |||||||||||||||||||||||||
FWHC HOLDINGS, LLC [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Warrant term | 10 years | 10 years | ||||||||||||||||||||||||
Warrants exercise price, per share | $ 0.014 | $ 0.014 | ||||||||||||||||||||||||
FWHC HOLDINGS, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Stock issued during period new issue shares | 146,998 | |||||||||||||||||||||||||
Beneficial conversion feature | $ 623,000 | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||||||||
FWHC HOLDINGS, LLC [Member] | Promissory Notes from April 2020 [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares converted | 123,031,819 | |||||||||||||||||||||||||
FWHC HOLDINGS, LLC [Member] | Hawes Notes [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares converted | 35,860,079 | |||||||||||||||||||||||||
FWHC HOLDINGS, LLC [Member] | Series A Preferred Stock [Member] | Promissory Notes from April 2020 [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares converted | 123,031,819 | |||||||||||||||||||||||||
FWHC HOLDINGS, LLC [Member] | Series A Preferred Stock [Member] | April Secured Notes [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares converted | 75,162,429 |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) - USD ($) | Jan. 02, 2021 | Jun. 15, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Oct. 09, 2019 | Aug. 29, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Research and development expense | $ 3,285 | $ 201,658 | $ 3,285 | $ 1,151,658 | $ 1,152,065 | $ 106,214 | |||||||
Stock per share | $ 0.40 | ||||||||||||
Professional average fee | $ 20,000 | ||||||||||||
Increase in professional average fee percentage | 5.00% | ||||||||||||
Guarantor obligations | 36,000 | 141,000 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Monthly fees | $ 22,500 | ||||||||||||
Rion LLC [Member] | |||||||||||||
Research and development expense | 1,150,000 | 0 | |||||||||||
LilyCon Investments, LLC [Member] | |||||||||||||
Stock per share | $ 0.32 | ||||||||||||
Rion Agreement [Member] | Rion LLC [Member] | |||||||||||||
Research and development expense | $ 202,000 | $ 0 | $ 1,152,000 | ||||||||||
Expenses incurred upon achievement of milestones | $ 350,000 | ||||||||||||
Consulting Agreement [Member] | LilyCon Investments, LLC [Member] | |||||||||||||
Monthly fees | $ 5,000 | ||||||||||||
Stock issued during period new issue shares | 35,000 | ||||||||||||
Stock per share | $ 0.31 | ||||||||||||
Consulting fees | $ 12,500 | ||||||||||||
Agreement, description | The agreement also provides LilyCon Investments with $35,000 in stock (to be calculated using an annual variable weighted average price from February 2019 through January 2020) to be granted on the one-year anniversary of this agreement, if the agreement has not been terminated prior to that date | ||||||||||||
Compensation expenses | 65,000 | $ 153,000 | |||||||||||
Total number of shares issued | 106,061 | ||||||||||||
Agreement maturity date | Apr. 1, 2020 | ||||||||||||
Consulting Agreement [Member] | Goldin Solutions [Member] | |||||||||||||
Monthly fees | 34,650 | ||||||||||||
Total incurred expense | 99,000 | 162,000 | |||||||||||
Consulting Agreement [Member] | Goldin Solutions [Member] | First Month Discount [Member] | |||||||||||||
Monthly fees | 12,600 | ||||||||||||
Consulting Agreements [Member] | |||||||||||||
Stock issued during period new issue shares | 62,500 | ||||||||||||
Stock per share | $ 0.29 | ||||||||||||
Total incurred expense | $ 10,000 | $ 83,000 |
Short-term Debt (Details Narrat
Short-term Debt (Details Narrative) - USD ($) | Aug. 17, 2021 | Apr. 02, 2021 | Feb. 06, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 29, 2020 | Apr. 09, 2020 | Mar. 31, 2020 | Mar. 27, 2020 | Sep. 30, 2019 | Jan. 08, 2019 | Sep. 30, 2018 |
Short-term Debt [Line Items] | |||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Notes payable | $ 67,000 | $ 67,000 | |||||||||||||||
Proceeds from Convertible Debt | $ 1,091,080 | ||||||||||||||||
Interest Expense | $ 50,516 | $ 1,039,349 | 110,446 | $ 1,458,521 | $ 1,462,750 | $ 299,331 | |||||||||||
Investor [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Notes payable | $ 500,000 | $ 500,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||
Third Noteholder [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Conversion of common stock, percentage | 1000.00% | ||||||||||||||||
Notes payable | 300,000 | $ 300,000 | $ 300,000 | ||||||||||||||
Fees And Penalties | 85,000 | 85,000 | 85,000 | ||||||||||||||
Interest Payable | $ 40,000 | $ 40,000 | 40,000 | ||||||||||||||
Debt principal amount | 424,615 | $ 424,615 | $ 424,615 | ||||||||||||||
Debt Instrument, Maturity Date | Sep. 30, 2020 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.90% | 11.90% | |||||||||||||||
Interest Expense | $ 10,000 | ||||||||||||||||
Convertible Notes Payable Related Parties [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Interest Expense | 30,445 | 59,665 | |||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Market value of common stock | $ 0.36 | $ 0.36 | |||||||||||||||
Notes payable | 350,000 | ||||||||||||||||
Proceeds from Convertible Debt | $ 100,000 | ||||||||||||||||
Interest Expense | 20,962 | $ 41,080 | |||||||||||||||
Notes Payable [Member] | Merger [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt description | The Company finalized an eighteen-month extension to March 1, 2021. | The Company finalized an eighteen-month extension to March 1, 2021 | |||||||||||||||
Interest Payable | $ 5,000 | $ 1,900 | $ 5,000 | $ 1,900 | |||||||||||||
Debt Instrument, Maturity Date | Aug. 1, 2019 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 5.00% | 5.00% | |||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 5,800 | $ 5,800 | |||||||||||||||
Promissory Notes [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Notes payable | $ 67,000 | 67,000 | $ 78,000 | ||||||||||||||
New Principal Amount [Member] | Investor [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Notes payable | $ 1,000,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Market value of common stock | $ 0.40 | $ 0.40 | |||||||||||||||
Debt principal amount | $ 750,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||
Market value of common stock | $ 0.40 | ||||||||||||||||
Warrant term | 3 years | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Number of common stock shares sold, value | $ 750,000 | $ 750,000 | |||||||||||||||
Sale of stock price per share | $ 50,000 | $ 50,000 | |||||||||||||||
Debt description | Each Unit consists of (i) a 12% senior secured convertible note, initially convertible into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering, and (ii) a three-year warrant to purchase such number of shares of the Company’s common stock equal to one hundred percent (100%) of the number of shares of common stock issuable upon conversion of the notes at $0.40. | Each Unit consists of (i) a 12% senior secured convertible note, initially convertible into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering, and (ii) a three-year warrant to purchase such number of shares of the Company’s common stock equal to one hundred percent (100%) of the number of shares of common stock issuable upon conversion of the notes at $0.40. The Warrants were initially exercisable at a price equal to the lesser of $0.75 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of the debt and/or equity securities completed by the Company following the issuance of warrants | |||||||||||||||
Conversion of common stock, percentage | 12.00% | 12.00% | |||||||||||||||
Common stock, par value | 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Market value of common stock | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||||||
Warrant term | 3 years | 3 years | 3 years | 3 years | |||||||||||||
Debt Conversion, Converted Instrument, Amount | 100,000 | ||||||||||||||||
Redeemed Convertible Notes Value | $ 350,000 | ||||||||||||||||
Secured Convertible Note Purchase Agreement [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt principal amount | $ 2,575,000 | ||||||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2022 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||
Debt instrument conversion discount price percentage | 20.00% | ||||||||||||||||
Secured Convertible Note Purchase Agreement [Member] | FWHC Bridge, LLC [Member] | Investor [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Proceeds from Convertible Debt | $ 1,500,000 | ||||||||||||||||
Secured Convertible Note Purchase Agreement [Member] | FWHC [Member] | Investor [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Proceeds from Convertible Debt | $ 25,000 | ||||||||||||||||
Payroll Protection Program [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt principal amount | $ 689,974 | $ 809,082 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 100.00% | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 105,878 | ||||||||||||||||
Interest Expense, Debt | $ 8,847 | ||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 405 |
Schedule of Fair Value, Liabili
Schedule of Fair Value, Liabilities Measured On Recurring Basis (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Liability- Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance, Derivative Liability- Warrants | $ 315,855 | $ 315,855 | |
Series D Warrant reclass from equity to liability | 509,762 | ||
Warrants issued with modification of Horne Note | 198,994 | 198,994 | |
Warrants issued with April 17, 2020 financing | 6,148,816 | 6,148,816 | |
Fair value adjustments | (2,986,853) | (2,986,853) | (827,260) |
Warrant reclassification from liability equity classification | (4,186,574) | (4,186,576) | |
Ending balance, Derivative Liability- Warrants | 315,855 | ||
Redemption Put Liability [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance. Redemption Put Liability | 267,399 | 267,399 | |
Issuance of Series D Convertible Preferred Stock | 5,306 | 5,305 | |
Fair value adjustments | (272,705) | (272,704) | (346,696) |
Ending balance | $ 267,399 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | Sep. 11, 2020USD ($)$ / sharesshares | Apr. 23, 2020USD ($)$ / sharesshares | Jan. 08, 2019USD ($)$ / shares | May 31, 2018$ / sharesshares | Feb. 28, 2019shares | May 31, 2018shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Jul. 28, 2020USD ($) |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Fair value of the derivative liability | $ 0 | $ 316,000 | $ 0 | $ 0 | $ 316,000 | |||||||||
Fair value of warrants | (2,986,854) | (827,260) | ||||||||||||
Warrants to purchase common stock | shares | 363,146,765 | |||||||||||||
Debt conversion of common stock shares | shares | 250,000 | |||||||||||||
Proceeds from Issuance of Warrants | 3,842,695 | |||||||||||||
Fair value of warrants | $ 73,000 | |||||||||||||
Redemption put liability description | The fair market value of the redemption put liability at inception | |||||||||||||
Fair value of the redemption put | 614,000 | 614,000 | ||||||||||||
Redemption put liability | 267,399 | 267,399 | ||||||||||||
Warrant upper exercise price | $ / shares | $ 0.75 | |||||||||||||
Warrant lower exercise price | $ / shares | $ 0.40 | |||||||||||||
Additional warrant issued | $ 2,023,438 | |||||||||||||
[custom:FairValueRedemptionPutAdjusted-0] | $ 0 | 0 | ||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Stock issued during period new issue shares | shares | 108,250 | |||||||||||||
Other Operating Income (Expense) [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Re-measured value change in fair value of derivative | $ 5,869,102 | $ 2,986,853 | ||||||||||||
Other Operating Income (Expense) [Member] | Redemption Put Liability [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Re-measured value change in fair value of derivative | 98,000 | 273,000 | 347,000 | |||||||||||
Other Income [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Re-measured value change in fair value of derivative | 2,987,000 | $ 827,000 | ||||||||||||
Other Expense [Member] | Redemption Put Liability [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Re-measured value change in fair value of derivative | $ 273,000 | |||||||||||||
Home Management LLC [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.05 | |||||||||||||
Warrant term | 10 years | |||||||||||||
Fair value of warrants | $ 199,000 | |||||||||||||
Debt conversion of common stock shares | shares | 4,368,278 | |||||||||||||
Minimum [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.04 | $ 0.04 | ||||||||||||
Measurement Input, Price Volatility [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 100.64 | |||||||||||||
Measurement Input, Price Volatility [Member] | Home Management LLC [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 103 | 101 | ||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 0.65 | |||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | Home Management LLC [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 0.67 | 0.65 | ||||||||||||
Measurement Input, Exercise Price [Member] | Home Management LLC [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 0.014 | |||||||||||||
April 2020 Offering [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Fair value of the derivative liability | $ 317,000 | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants to purchase common stock | shares | 1,875,000 | 1,875,000 | ||||||||||||
Debt conversion of common stock shares | shares | 1,875,000 | |||||||||||||
Proceeds from Issuance of Warrants | $ 245,000 | |||||||||||||
Redemption put liability | 267,000 | $ 267,000 | ||||||||||||
Series B Warrants [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Fair value of the derivative liability | $ 317,000 | $ 1,200,000 | $ 317,000 | $ 1,200,000 | ||||||||||
Warrants exercise price | $ / shares | $ 0.014 | |||||||||||||
Warrants measurement input | 0.027 | |||||||||||||
Warrant term | 1 year 3 months 29 days | |||||||||||||
Fair value of warrants | $ 73,805 | $ 75,000 | $ 73,000 | |||||||||||
Warrants to purchase common stock | shares | 403,125 | 403,125 | 403,125 | |||||||||||
Warrant description | In conjunction with the Series D Preferred financing (See Note 12), the Company offered the Series B warrant holders the option to exchange their warrants on the basis of 1 warrant for 0.40 common shares. | the Company offered the Series B warrant holders the option to exchange their warrants on the basis of 1 warrant for 0.40 common shares. Warrant holders chose to exchange 1,007,813 warrants with a fair value of approximately $75,000 for 403,125 shares of common stock with a fair value of approximately $73,000. | ||||||||||||
Warrants | shares | 1,007,813 | 1,007,813 | ||||||||||||
Series B Warrants [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrant term | 3 years | 3 years | ||||||||||||
Warrants to purchase common stock | shares | 2,312,500 | 2,312,500 | ||||||||||||
Warrant upper exercise price | $ / shares | $ 0.75 | |||||||||||||
Series B Warrants [Member] | Maximum [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrant term | 1 year 3 months 29 days | |||||||||||||
Series B Warrants [Member] | Minimum [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrant term | 8 months 12 days | |||||||||||||
Series B Warrants [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 260 | |||||||||||||
Series B Warrants [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 222 | |||||||||||||
Series B Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 0.13 | |||||||||||||
Series B Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 0.12 | |||||||||||||
Series B Warrants [Member] | Measurement Input, Exercise Price [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | $ / shares | 0.014 | |||||||||||||
Series B Warrants [Member] | Measurement Input, Trading Market [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | $ / shares | 0.027 | |||||||||||||
Series B Warrants [Member] | April 2020 Offering [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Fair value of the derivative liability | $ 75,000 | $ 75,000 | $ 71,000 | |||||||||||
Warrant description | The Company issued an additional 296,875 warrants to a certain Series B holder as compensation to terminate their anti-dilution price protection. The Company also issued 1,292,411 warrants to a certain Series B holder who was non-responsive in the Company’s request to terminate their anti-dilution price protection | |||||||||||||
Series D Warrants [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.014 | $ 0.75 | $ 0.75 | $ 0.75 | ||||||||||
Warrants measurement input | 0.027 | |||||||||||||
Warrant term | 9 years 2 months 12 days | |||||||||||||
Fair value of warrants | $ 337,400 | |||||||||||||
Warrants to purchase common stock | shares | 14,669,757 | 14,669,757 | 14,944,753 | |||||||||||
Series D Warrants [Member] | Home Management LLC [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.014 | |||||||||||||
Warrants measurement input | 0.027 | |||||||||||||
Warrant term | 10 years | |||||||||||||
Fair value of warrants | $ 107,123 | |||||||||||||
Series D Warrants [Member] | Fair Value Before and After Modification [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Fair value of the derivative liability | $ 510,000 | $ 510,000 | $ 510,000 | |||||||||||
Series D Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 111 | |||||||||||||
Series D Warrants [Member] | Measurement Input, Price Volatility [Member] | Home Management LLC [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 103 | |||||||||||||
Series D Warrants [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 111 | |||||||||||||
Series D Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 0.67 | |||||||||||||
Series D Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Home Management LLC [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 0.67 | |||||||||||||
Series D Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 0.67 | |||||||||||||
Series D Warrants [Member] | Measurement Input, Exercise Price [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | $ / shares | 0.014 | |||||||||||||
Series D Warrants [Member] | Measurement Input, Exercise Price [Member] | Home Management LLC [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 0.014 | |||||||||||||
Series D Warrants [Member] | Measurement Input, Trading Market [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | $ / shares | 0.027 | |||||||||||||
Series D Warrants [Member] | Measurement Input, Trading Market [Member] | Home Management LLC [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | $ / shares | 0.027 | |||||||||||||
April Bridge Loan and Converted Advance Warrants [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Fair value of warrants | $ 3,668,247 | $ 6,149,000 | ||||||||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 0.027 | |||||||||||||
Warrant term | 10 years | 10 years | 10 years | 10 years | ||||||||||
Fair value of warrants | $ 3,668,247 | $ 6,149,000 | ||||||||||||
Warrant description | The April 2020 Offering entitled the investors to warrants with the right to purchase up to 100% of the aggregate number of shares of Common Stock into which the Purchaser’s Note may ultimately be converted. The Company also received a $1,000,000 advance which was converted into a Converted Advance Note and Converted Advance Warrants in April 2020. The Converted Advance Warrants entitle the holder to purchase up to 200% of the aggregate number of shares of Common Stock into which the Converted Advanced Note may ultimately be converted. | The April Offering entitled the investors to warrants with the right to purchase up to 100% of the aggregate number of shares of Common Stock into which the Purchaser’s Note may ultimately be converted. The Company also received a $1,000,000 advance which was converted into the April Secured Note and April Secured Note Warrants in April 2020. The April Secured Note Warrants entitle the holder to purchase up to 200% of the aggregate number of shares of Common Stock into which the April Secured Note may ultimately be converted. | ||||||||||||
Proceeds from Issuance of Warrants | $ 2,842,695 | |||||||||||||
Advance payable | $ 1,000,000 | 1,000,000 | ||||||||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | Exercise of Purchaser Warrants [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Fair value of warrants | 212,821,929 | $ 3,279,000 | $ 3,279,000 | |||||||||||
Number of shares issuable upon exercise of warrants, shares | shares | 203,050,000 | 203,050,000 | ||||||||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | Converted Advance Warrants [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Fair value of warrants | $ 150,324,857 | $ 2,869,000 | ||||||||||||
Number of shares issuable upon exercise of warrants, shares | shares | 142,857,000 | |||||||||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | April Secured Note Warrants [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Fair value of warrants | $ 2,869,000 | |||||||||||||
Number of shares issuable upon exercise of warrants, shares | shares | 142,857,000 | |||||||||||||
Warrants | shares | 363,146,786 | |||||||||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 107 | 103 | 103 | 103 | ||||||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 0.67 | 0.65 | 0.65 | 0.65 | ||||||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | Measurement Input, Exercise Price [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants measurement input | 0.014 | 0.014 | 0.014 | 0.014 | ||||||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | Measurement Input, Trading Market [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.05 | $ 0.05 | ||||||||||||
Warrants measurement input | $ / shares | 0.027 | 0.05 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) - $ / shares | Apr. 17, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2019 |
Common Stock Warrants | ||||||
Number of Shares, Warrants Outstanding Beginning | 413,423,972 | 44,806,076 | 44,806,076 | 12,108,743 | ||
Weighted Average Exercise Price Outstanding and Exercisable, Beggining | $ 0.015 | $ 0.78 | $ 0.78 | |||
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 10 years 3 months 18 days | 4 years 7 months 2 days | 1 year 6 months 10 days | |||
Number of Shares, Warrants Issued | 354,836,286 | 0 | 368,325,486 | 369,617,896 | 35,888,624 | |
Weighted Average Exercise Price Warrants Issued | $ 0 | $ 0.015 | $ 0.01 | $ 0.73 | ||
Weighted Average Remaining Contractual Life Warrants Outstanding, Issued | 10 years 3 months 18 days | 10 years 18 days | 5 years 4 months 9 days | |||
Number of Shares, Warrants Outstanding and Exercisable Ending | 407,640,783 | 413,131,562 | 413,423,972 | |||
Weighted Average Exercise Price Outstanding and Exercisable Ending | $ 0.58 | $ 0.09 | $ 0.015 | 0.78 | $ 0.78 | |
Weighted Average Remaining Contractual Life Warrants Outstanding and Exercisable | 9 years 9 months 14 days | 10 years 3 months 18 days | 4 years 7 months 2 days | |||
Weighted Average Exercise Price Outstanding | $ 0.015 | $ 0.78 | $ 0.78 | $ 1.38 | ||
Number of Shares, Warrants Expired | (5,783,189) | (2,183,478) | ||||
Weighted Average Exercise Price Warrants Expired | $ 0.33 | $ 2.73 | ||||
Weighted Average Remaining Contractual Life Warrants Outstanding and Exercisable, Ending | 8 years 5 months 1 day | |||||
Number of Shares, Warrants Exchanged | (1,007,813) | |||||
Weighted Average Exercise Price Warrants Exchanged | $ 0.40 | |||||
Weighted Average Exercise Price Outstanding and Exercisable Ending | $ 0.015 | $ 0.78 | $ 0.78 | |||
Number of Shares, Warrants Exercised | (1,000,000) | |||||
Weighted Average Exercise Price Warrants Exercised | $ 0.01 |
Schedule of Assumptions for War
Schedule of Assumptions for Warrants (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Sep. 11, 2020shares | |
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 363,146,765 | ||
Private Placement of Series D Convertible Preferred Stock 1/17/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 244,996 | 244,996 | |
H-CYTE Stock Price | $ 0.15 | $ 0.15 | |
Exercise Price of Warrant | 0.75 | 0.75 | |
Warrant Grant Date Fair Value | $ 0.13 | $ 0.13 | |
Life of Warrant | 10 years | 10 years | |
Granted for Bridge Financing 04/08/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 296,875 | 296,875 | |
H-CYTE Stock Price | $ 0.05 | $ 0.05 | |
Exercise Price of Warrant | 0.40 | 0.40 | |
Warrant Grant Date Fair Value | $ 0.04 | $ 0.02 | |
Life of Warrant | 3 years | 3 years | |
Short Term Note, Related Party Conversion 04/17/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 4,368,278 | 4,368,278 | |
H-CYTE Stock Price | $ 0.05 | $ 0.05 | |
Exercise Price of Warrant | 0.014 | 0.014 | |
Warrant Grant Date Fair Value | $ 0.05 | $ 0.05 | |
Life of Warrant | 10 years | 10 years | |
Granted for Bridge Financing 09/11/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 364,439,176 | 364,439,176 | |
H-CYTE Stock Price | $ 0.05 | $ 0.05 | |
Exercise Price of Warrant | 0.014 | 0.014 | |
Warrant Grant Date Fair Value | $ 0.017 | $ 0.017 | |
Life of Warrant | 10 years | 10 years | |
Private Placement 1/8/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 5,000,000 | ||
H-CYTE Stock Price | $ 0.40 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.24 | ||
Life of Warrant | 3 years | ||
Antidilution Provision 1/08/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 2,023,438 | ||
H-CYTE Stock Price | $ 0.40 | ||
Exercise Price of Warrant | 0.40 | ||
Warrant Grant Date Fair Value | $ 0.28 | ||
Life of Warrant | 3 years | ||
Private Placement 7/14/17 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 6,000,000 | ||
H-CYTE Stock Price | $ 0.40 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.23 | ||
Life of Warrant | 3 years | ||
Private Placement 1/25/2018 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 1,250,000 | ||
H-CYTE Stock Price | $ 0.59 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.38 | ||
Life of Warrant | 3 years | ||
Private Placement 4 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 437,500 | ||
H-CYTE Stock Price | $ 0.54 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.34 | ||
Life of Warrant | 3 years | ||
Private Placement 2/7/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 750,000 | ||
H-CYTE Stock Price | $ 0.57 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.36 | ||
Life of Warrant | 3 years | ||
Private Placement 2/22/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 375,000 | ||
H-CYTE Stock Price | $ 0.49 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.30 | ||
Life of Warrant | 3 years | ||
Private Placement 3/1/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 125,000 | ||
H-CYTE Stock Price | $ 0.52 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.33 | ||
Life of Warrant | 3 years | ||
Private Placement 3/8/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 150,000 | ||
H-CYTE Stock Price | $ 0.59 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.38 | ||
Life of Warrant | 3 years | ||
Private Placement 3/11/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 2,475,000 | ||
H-CYTE Stock Price | $ 0.61 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.40 | ||
Life of Warrant | 3 years | ||
Private Placement 3/26/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 500,000 | ||
H-CYTE Stock Price | $ 0.51 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.32 | ||
Life of Warrant | 3 years | ||
Private Placement 3/28/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 375,000 | ||
H-CYTE Stock Price | $ 0.51 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.31 | ||
Life of Warrant | 3 years | ||
Private Placement 3/29/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 62,500 | ||
H-CYTE Stock Price | $ 0.51 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.31 | ||
Life of Warrant | 3 years | ||
Private Placement 1/31/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 500,000 | ||
H-CYTE Stock Price | $ 0.48 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.29 | ||
Life of Warrant | 3 years | ||
Private Placement 7/15/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 200,000 | ||
H-CYTE Stock Price | $ 0.53 | ||
Exercise Price of Warrant | 1 | ||
Warrant Grant Date Fair Value | $ 0.31 | ||
Life of Warrant | 3 years | ||
Convertible Debt Extension 9/18/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 424,000 | ||
H-CYTE Stock Price | $ 0.40 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.25 | ||
Life of Warrant | 3 years | ||
Private Placement of Series D Convertible Preferred Stock 11/15/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 14,669,757 | ||
H-CYTE Stock Price | $ 0.28 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.19 | ||
Life of Warrant | 10 years | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 0.65 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement of Series D Convertible Preferred Stock 1/17/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 1.84 | ||
Measurement Input, Risk Free Interest Rate [Member] | Granted for Bridge Financing 04/08/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 0.34 | 0.34 | |
Measurement Input, Risk Free Interest Rate [Member] | Short Term Note, Related Party Conversion 04/17/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 0.65 | ||
Measurement Input, Risk Free Interest Rate [Member] | Granted for Bridge Financing 09/11/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 0.65 | 0.65 | |
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 1/8/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.57 | ||
Measurement Input, Risk Free Interest Rate [Member] | Antidilution Provision 1/08/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.57 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 7/14/17 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.60 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 1/25/2018 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.43 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 4 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.43 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 2/7/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.46 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 2/22/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.46 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 3/1/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.54 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 3/8/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.43 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 3/11/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.45 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 3/26/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.18 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 3/28/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.18 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 3/29/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.21 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 1/31/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 2.29 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement 7/15/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 1.80 | ||
Measurement Input, Risk Free Interest Rate [Member] | Convertible Debt Extension 9/18/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 1.72 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement of Series D Convertible Preferred Stock 11/15/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 1.84 | ||
Measurement Input, Price Volatility [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 100.64 | ||
Measurement Input, Price Volatility [Member] | Private Placement of Series D Convertible Preferred Stock 1/17/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 144.30 | 144.30 | |
Measurement Input, Price Volatility [Member] | Granted for Bridge Financing 04/08/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 131.82 | 131.82 | |
Measurement Input, Price Volatility [Member] | Short Term Note, Related Party Conversion 04/17/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 100.64 | ||
Measurement Input, Price Volatility [Member] | Granted for Bridge Financing 09/11/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 96.97 | 96.97 | |
Measurement Input, Price Volatility [Member] | Private Placement 1/8/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 115.08 | ||
Measurement Input, Price Volatility [Member] | Antidilution Provision 1/08/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 115.08 | ||
Measurement Input, Price Volatility [Member] | Private Placement 7/14/17 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 114.07 | ||
Measurement Input, Price Volatility [Member] | Private Placement 1/25/2018 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 113.72 | ||
Measurement Input, Price Volatility [Member] | Private Placement 4 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 113.47 | ||
Measurement Input, Price Volatility [Member] | Private Placement 2/7/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 113.23 | ||
Measurement Input, Price Volatility [Member] | Private Placement 2/22/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 113.34 | ||
Measurement Input, Price Volatility [Member] | Private Placement 3/1/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 113.42 | ||
Measurement Input, Price Volatility [Member] | Private Placement 3/8/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 113.53 | ||
Measurement Input, Price Volatility [Member] | Private Placement 3/11/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 113.62 | ||
Measurement Input, Price Volatility [Member] | Private Placement 3/26/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 113.12 | ||
Measurement Input, Price Volatility [Member] | Private Placement 3/28/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 112.79 | ||
Measurement Input, Price Volatility [Member] | Private Placement 3/29/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 112.79 | ||
Measurement Input, Price Volatility [Member] | Private Placement 1/31/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 112.77 | ||
Measurement Input, Price Volatility [Member] | Private Placement 7/15/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 115.50 | ||
Measurement Input, Price Volatility [Member] | Convertible Debt Extension 9/18/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 122.04 | ||
Measurement Input, Price Volatility [Member] | Private Placement of Series D Convertible Preferred Stock 11/15/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 89.75 | ||
Measurement Input, Expected Dividend Rate [Member] | Private Placement of Series D Convertible Preferred Stock 1/17/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 1.84 | ||
Short-term Note Related Party 1/13/2020 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 268,571 | 268,571 | |
H-CYTE Stock Price | $ 0.12 | $ 0.12 | |
Exercise Price of Warrant | 0.75 | 0.75 | |
Warrant Grant Date Fair Value | $ 0.07 | $ 0.07 | |
Life of Warrant | 3 years | 3 years | |
Short-term Note Related Party 1/13/2020 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 1.60 | 1.60 | |
Short-term Note Related Party 1/13/2020 [Member] | Measurement Input, Price Volatility [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 145.76 | 145.76 | |
Short-term Note Related Party 11/26/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 400,000 | ||
H-CYTE Stock Price | $ 0.20 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.13 | ||
Life of Warrant | 3 years | ||
Short-term Note Related Party 11/26/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 1.58 | ||
Short-term Note Related Party 11/26/2019 [Member] | Measurement Input, Price Volatility [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 144.36 | ||
Short-term Note Related Party 12/30/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Number of Warrants | shares | 171,429 | ||
H-CYTE Stock Price | $ 0.14 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.08 | ||
Life of Warrant | 3 years | ||
Short-term Note Related Party 12/30/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 1.59 | ||
Short-term Note Related Party 12/30/2019 [Member] | Measurement Input, Price Volatility [Member] | |||
Short-term Debt [Line Items] | |||
Warrant Input, Percentage | 145.29 |
Series D Convertible Preferre_3
Series D Convertible Preferred Stock (Details Narrative) - USD ($) | Jul. 28, 2020 | Jul. 28, 2020 | Jan. 17, 2020 | Nov. 21, 2019 | Nov. 15, 2019 | Feb. 28, 2019 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 11, 2020 | Mar. 31, 2019 | Jan. 08, 2019 |
Class of Stock [Line Items] | ||||||||||||||
Share issued price per share | $ 0.40 | |||||||||||||
Number of warrants to purchase common stock | 363,146,765 | |||||||||||||
Preferred stock, par value, per share | $ 0.001 | $ 0.001 | ||||||||||||
Shares issued during period, value | $ 218,414 | $ 4,419,787 | ||||||||||||
Debt conversion of common stock shares | 250,000 | |||||||||||||
Proceeds from warrants | 3,842,695 | |||||||||||||
Redemption put liability | $ 267,399 | 267,399 | ||||||||||||
Proceeds form shares | $ 4,337,106 | |||||||||||||
Gross proceeds | $ 6,000,000 | |||||||||||||
Financing costs paid in cash | 111,983 | |||||||||||||
Proceeds from issuance of preferred stock and warrants, net of financing cost | 5,888,017 | |||||||||||||
Proceeds allocation | (3,842,695) | |||||||||||||
Derivative Liability [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Derivative Put Liability | (614,095) | |||||||||||||
Proceeds Allocation [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Gross proceeds | $ 100,000 | 6,000,000 | ||||||||||||
Financing costs paid in cash | ||||||||||||||
Proceeds from issuance of preferred stock and warrants, net of financing cost | 100,000 | 6,000,000 | ||||||||||||
Proceeds Allocation [Member] | Derivative Liability [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Derivative Put Liability | (5,305) | (614,095) | ||||||||||||
Investor Warrants [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Proceeds from warrants | 1,893,006 | |||||||||||||
Proceeds from issuance of preferred stock and warrants, net of financing cost | (5,888,017) | |||||||||||||
Proceeds allocation | (1,893,006) | |||||||||||||
Investor Warrants [Member] | Proceeds Allocation [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Proceeds from warrants | 31,902 | 1,893,006 | ||||||||||||
Proceeds from issuance of preferred stock and warrants, net of financing cost | (100,000) | (6,000,000) | ||||||||||||
Proceeds allocation | (31,902) | (1,893,006) | ||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Debt conversion of common stock shares | 15,773,363 | |||||||||||||
FWHC HOLDINGS, LLC [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrant term | 10 years | |||||||||||||
Warrants exercise price, per share | $ 0.014 | |||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Deemed dividends | $ 0 | $ 278,476 | $ 278,000 | |||||||||||
Cumulative dividends, percentage | 8.00% | 8.00% | ||||||||||||
Shares issued during period, value | $ 6,281,433 | $ 6,401,762 | ||||||||||||
Debt conversion of common stock shares | 15,773,363 | |||||||||||||
Redeemable Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Series D Convertible Preferred Stock | (2,869,854) | |||||||||||||
Redeemable Preferred Stock [Member] | Proceeds Allocation [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Series D Convertible Preferred Stock | $ (62,793) | $ (2,869,854) | ||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of warrants to purchase common stock | 1,875,000 | 1,875,000 | ||||||||||||
Debt conversion of common stock shares | 1,875,000 | |||||||||||||
Proceeds from warrants | $ 245,000 | |||||||||||||
Redemption put liability | $ 267,000 | $ 267,000 | ||||||||||||
Debt conversion price per share | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||||
Proceeds allocation | $ (245,000) | |||||||||||||
Securities Purchase Agreement [Member] | FWHC HOLDINGS, LLC [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock issued during period new issue shares | 146,998 | |||||||||||||
Preferred stock, par value, per share | $ 0.001 | |||||||||||||
Proceeds from warrants | $ 6,000,000 | |||||||||||||
Convertible, beneficial conversion feature | $ 623,000 | |||||||||||||
Proceeds allocation | $ (6,000,000) | |||||||||||||
Securities Purchase Agreement [Member] | FWHC HOLDINGS, LLC [Member] | Series D Shares [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, par value, per share | $ 0.001 | |||||||||||||
Securities Purchase Agreement [Member] | FWHC HOLDINGS, LLC [Member] | Series D Shares and Warrants [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Share issued price per share | $ 0.001 | $ 0.28 | $ 0.28 | |||||||||||
Convertible, beneficial conversion feature | $ 623,045 | |||||||||||||
Debt conversion price per share | 0.24 | $ 0.24 | ||||||||||||
Beneficial conversion feature, per share | $ 0.04 | $ 0.04 | ||||||||||||
Preferred stock, discount on shares | $ 3,130,146 | |||||||||||||
Redemption value of preferred stock | $ 100,000 | $ 6,000,000 | ||||||||||||
Purchase of shares | 2,450 | |||||||||||||
Proceeds form shares | $ 100,000 | |||||||||||||
Preferred stock redemption discount | $ 37,207 | |||||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Share issued price per share | $ 40.817 | |||||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | Maximum [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock issued during period new issue shares | 238,871 | |||||||||||||
Securities Purchase Agreement [Member] | Accredite Investors [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of warrants to purchase common stock | 14,669,757 | |||||||||||||
Warrant term | 10 years | |||||||||||||
Warrants exercise price, per share | $ 0.75 | |||||||||||||
Number of warrants to purchase common stock | 14,669,757 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax positions | $ 0 | $ 0 | $ 0 |
Deferred tax asset valuation allowance | $ 12,510,237 | $ 10,536,250 | |
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, description | the Company had $39.7 million of U.S. federal net operating loss carryforwards available to reduce future taxable income, of which $32.5 million will be carried forward indefinitely for U.S. federal tax purposes and $7.2 million will expire beginning in 2035 to 2037. The Company also has $26.0 million of U.S. state net operating loss carryforwards of which $25.3 million will be carried forward indefinitely and $.7 million that will expire beginning in 2035 to 2037. | ||
Operating loss carryforwards | $ 39,700,000 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, description | The Company also has $26.0 million of U.S. state net operating loss carryforwards of which $25.3 million will be carried forward indefinitely and $.7 million that will expire beginning in 2035 to 2037. | ||
Operating loss carryforwards | $ 26,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 14, 2021 | Oct. 14, 2021 | Mar. 24, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||||||
Proceeds from Convertible Debt | $ 1,091,080 | |||||||
Allowance for doubtful accounts | $ 0 | $ 0 | ||||||
Bad debt expenses | 6,000 | 90,137 | ||||||
Other receivables | $ 551 | 551 | 22,123 | 18,673 | ||||
Deferred revenue | 634,000 | 1,046,000 | ||||||
Allowance for refunds | 77,000 | 63,000 | ||||||
Uncertain tax positions | $ 0 | $ 0 | $ 0 | 0 | ||||
Series A Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares converted into common stock | 4,431,530 | 22,235,055 | 4,020,031 | |||||
Lung Institute, LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Other receivables | $ 3,000 | 10,000 | ||||||
Reimbursement receivable | $ 19,000 | $ 9,000 | ||||||
Second Closing Bring Down Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument face amount | $ 750,000 | $ 750,000 | ||||||
Second Closing Bring Down Agreement [Member] | FWHC [Member] | Investor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from Convertible Debt | 7,500 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument face amount | $ 750,000 | $ 750,000 | ||||||
Debt instrument bearing interest percentage | 8.00% | 8.00% | ||||||
Debt instrument description | The Notes are convertible into shares of Common Stock at a discount of 20% of the price paid for such New Securities in the next financing that meets the definition of a Qualified Financing as defined in the April 2021 Note Purchase Agreement | |||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares converted into common stock | 8,950,400 | |||||||
Subsequent Event [Member] | October 2021 Purchase Agreement [Member] | FWHC Bridge, LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument face amount | $ 437,000 | $ 437,000 | ||||||
Subsequent Event [Member] | Second Closing Bring Down Agreement [Member] | FWHC [Member] | Investor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from Convertible Debt | $ 7,500 |
Schedule of Fair Value of Consi
Schedule of Fair Value of Consideration Transferred (Details) - Medove X [Member] | Jan. 08, 2019USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Common shares issued and outstanding | shares | 24,717,270 |
Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock | shares | 2,312,500 |
Total Common shares | shares | 27,029,770 |
Closing price per share of MedoveX Common stock on January 8, 2019 | $ / shares | $ 0.40 |
Value of common shares | $ 10,811,908 |
Fair value of outstanding warrants and options | 2,220,000 |
Cash consideration to RMS | (350,000) |
Total consideration | $ 12,681,908 |
Schedule of Estimated Fair Valu
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) | Jan. 08, 2019USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash | $ (302,710) |
Accounts receivable | 145,757 |
Inventory | 131,455 |
Prepaid expenses | 46,153 |
Property and equipment | 30,393 |
Other | 2,751 |
Intangibles | 3,680,000 |
Goodwill | 12,564,401 |
Total assets acquired | 16,298,200 |
Accounts payable and other accrued liabilities | 1,645,399 |
Derivative liability | 1,215,677 |
Interest-bearing liabilities and other | 755,216 |
Net assets acquired | $ 12,681,908 |
Schedule of Interest Bearing an
Schedule of Interest Bearing and Other Liabilities Assumed (Details) | Jan. 08, 2019USD ($) |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total interest-bearing and other liabilities | $ 755,216 |
Notes Payable [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total interest-bearing and other liabilities | 99,017 |
Convertible Notes Payable [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total interest-bearing and other liabilities | 598,119 |
Dividend Payable [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total interest-bearing and other liabilities | 57,813 |
Deferred Rent [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total interest-bearing and other liabilities | $ 267 |
Schedule of Revenue and Net Los
Schedule of Revenue and Net Loss Attributable to Acquisition (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||||
Revenues | $ 460,216 | $ 649,892 | $ 1,286,841 | $ 1,686,168 | $ 2,150,672 | $ 8,346,858 |
Net loss attributable to MedoveX | $ (586,611) | $ 3,949,879 | $ (4,052,290) | $ (4,898,685) | $ (6,459,236) | (29,807,878) |
Medovex Corp [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Revenues | 67,631 | |||||
Net loss attributable to MedoveX | $ (4,754,680) |
Business Acquisition (Details N
Business Acquisition (Details Narrative) - USD ($) | Feb. 06, 2019 | Jan. 08, 2019 | Feb. 28, 2019 | Dec. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 11, 2020 |
Business Acquisition [Line Items] | ||||||||||
Shares issued during period, value | $ 218,414 | $ 4,419,787 | ||||||||
Cash excluded from purchase | $ 302,710 | |||||||||
Interest payable | 755,216 | |||||||||
Accounts payable | 1,645,399 | |||||||||
Impairment charge | $ 2,944,000 | |||||||||
Goodwill impairment charge | $ 12,564,000 | |||||||||
Notes payable | $ 67,000 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Warrants to purchase common stock | 363,146,765 | |||||||||
Number of shares issued on conversion | 250,000 | |||||||||
Proceeds from warrants | $ 3,842,695 | |||||||||
Promissory Note [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt maturity date | Mar. 1, 2021 | |||||||||
Aggregate monthly installments amount | $ 5,800 | |||||||||
Debt instrument interest rate | 5.00% | 5.00% | ||||||||
Notes payable | 99,000 | 67,000 | ||||||||
Accrued interest | $ 3,000 | |||||||||
Debt Instrument, Face Amount | $ 78,000 | $ 78,000 | ||||||||
Promissory Note [Member] | COVID-19 [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Accrued interest | $ 1,900 | |||||||||
Convertible Notes Payable [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Notes payable | 350,000 | 350,000 | ||||||||
Debt conversion price per share | $ 0.36 | $ 0.36 | ||||||||
Number of shares issued on conversion | 251,667 | 1,875,000 | ||||||||
Series C Preferred Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of additional exchange shares issued | 17,264 | |||||||||
RMS [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, par value | $ 33,700 | |||||||||
RMS [Member] | Series C Preferred Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued for acquisition | 33,661 | |||||||||
Medove X [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Market capitalization | $ 10,811,908 | |||||||||
Asset Purchase Agreement [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value of net assets | $ 8,400,000 | |||||||||
Asset Purchase Agreement [Member] | RMS [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued for acquisition | 33,661 | |||||||||
Number of additional shares issued | 6,111 | |||||||||
Number of shares issued for acquisition, value | $ 2,000,000 | |||||||||
Number of shares converted | 1,000 | |||||||||
Percentage of voting interest acquired | 55.00% | |||||||||
Shares issued during period, value | $ 5,650,000 | |||||||||
Number of additional exchange shares issued | 17,264 | |||||||||
Cash excluded from purchase | $ 70,000 | |||||||||
Convertible debt to a related party | 4,300,000 | |||||||||
Interest payable | 158,000 | |||||||||
Short-term notes, related party | 180,000 | |||||||||
Accounts payable | 398,000 | |||||||||
Other current liabilities | $ 285,000 | |||||||||
Asset Purchase Agreement [Member] | RMS [Member] | Series C Preferred Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued for acquisition | 39,772 | |||||||||
Number of additional shares issued | 11,153 | |||||||||
Number of shares converted | 17,263,889 | |||||||||
Asset Purchase Agreement [Member] | Medove X [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, shares outstanding | 24,500,000 | |||||||||
Market capitalization | $ 9,800,000 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 750,000 | $ 750,000 | ||||||||
Number of unites issued | 15 | |||||||||
Debt conversion price per share | $ 0.40 | $ 0.40 | $ 0.40 | |||||||
Warrants to purchase common stock | 1,875,000 | 1,875,000 | ||||||||
Proceeds from sale of convertible note and equity | $ 750,000 | |||||||||
Number of shares issued on conversion | 1,875,000 | |||||||||
Proceeds from notes | $ 505,000 | |||||||||
Proceeds from warrants | 245,000 | |||||||||
Fair value of notes payable | $ 598,000 | $ 598,000 | ||||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt instrument interest rate | 12.00% | |||||||||
Number of unites issued | 1,000,000 | |||||||||
Purchase price per unit | $ 50,000 | |||||||||
Debt conversion description | Each Unit consisted of (i) a 12% senior secured convertible note, initially convertible into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering of Units, and (ii) a three-year warrant to purchase such number of shares of the Company’s common stock equal to one hundred percent (100%) of the number of shares of common stock issuable upon conversion of the notes at $0.40. The warrants are exercisable at a price equal to the lesser of $0.75 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of the debt and/or equity securities completed by the Company following the issuance of warrants. As a result of the price adjustment feature, the conversion price of the convertible notes was adjusted to $0.36 per share. | |||||||||
Common stock, par value | $ 0.001 | |||||||||
Debt conversion price per share | $ 0.40 | |||||||||
Warrants term | 3 years | |||||||||
Warrants exercise price, per share | $ 0.75 | |||||||||
Conversion price description | As a result of the price adjustment feature, the conversion price of the convertible notes was adjusted to $0.36 per share. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Details Narrative) | 3 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Accumulated amortization | $ 736,000 |
Non-cash charge of impair the carrying value oftechnology related intangible | 2,944,000 |
Loss on impairment | $ 12,564,000 |
Schedule of Fair Value, Liabi_2
Schedule of Fair Value, Liabilitiesn Measured On Recurring Basis (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 15, 2019 | Jan. 08, 2019 | |
Derivative Liability- Warrants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Beginning balance, Derivative Liability- Warrants | $ 315,855 | $ 315,855 | |||
Dilutive Financing | 315,855 | $ 1,215,678 | |||
Exchange for common stock | (72,563) | ||||
Fair value adjustments | (2,986,853) | (2,986,853) | (827,260) | ||
Series D Warrant reclass from equity to liability classification | 509,764 | ||||
Warrants issued with modification of Horne Note | 198,994 | 198,994 | |||
Warrants issued with April 17, 2020 financing | 6,148,816 | 6,148,816 | |||
Warrant reclassification from liability equity classification | (4,186,574) | (4,186,576) | |||
Ending balance, Derivative Liability- Warrants | 315,855 | ||||
Redemption Put Liability [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Beginning balance. Redemption Put Liability | 267,399 | 267,399 | |||
Date Of Issuance | 267,399 | $ 614,095 | |||
Fair value adjustments | (272,705) | (272,704) | (346,696) | ||
Issuance of Series D Convertible Preferred Stock | 5,306 | 5,305 | |||
Ending balance | $ 267,399 |
Schedule of Assumptions for W_2
Schedule of Assumptions for Warrants (Details) (Parenthetical) - USD ($) | Sep. 11, 2020 | Apr. 17, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Additional warrant | $ 8,310,479 | |||||
Number of warrant granted | 354,836,286 | 0 | 368,325,486 | 369,617,896 | 35,888,624 | |
Number of Warrants | 363,146,765 | |||||
Series B Warrant [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of warrants issued | 1,292,411 | |||||
Antidilution Provision 1/08/2019 [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Additional warrant | $ 2,023,438 | |||||
Investment price | $ 0.40 | |||||
Warrants exercise price, per share | $ 0.75 |
Schedule of Series D Convertibl
Schedule of Series D Convertible Preferred and Warrant Financing (Details) - USD ($) | Jan. 17, 2020 | Nov. 21, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 |
Gross proceeds | $ 6,000,000 | ||||
Financing costs paid in cash | (111,983) | ||||
Proceeds from issuance of preferred stock and warrants, net of financing cost | 5,888,017 | ||||
Proceeds allocation | $ (3,842,695) | ||||
Financing costs (APIC) | $ 6,595 | $ 2,663,797 | |||
Investor Warrants [Member] | |||||
Proceeds from issuance of preferred stock and warrants, net of financing cost | (5,888,017) | ||||
Proceeds allocation | (1,893,006) | ||||
Financing costs (APIC) | 36,512 | ||||
Redeemable Preferred Stock [Member] | |||||
Series D Convertible Preferred Stock | (2,869,854) | ||||
Financing costs (APIC) | 1,106 | ||||
Financing costs (Retained Earnings) | 66,265 | ||||
Beneficial Conversion Feature | (623,045) | ||||
Derivative Liability [Member] | |||||
Derivative Put Liability | (614,095) | ||||
Deferred Financing costs | 8,100 | ||||
Proceeds Allocation [Member] | |||||
Gross proceeds | $ 100,000 | 6,000,000 | |||
Financing costs paid in cash | |||||
Proceeds from issuance of preferred stock and warrants, net of financing cost | 100,000 | 6,000,000 | |||
Proceeds Allocation [Member] | Investor Warrants [Member] | |||||
Proceeds from issuance of preferred stock and warrants, net of financing cost | (100,000) | (6,000,000) | |||
Proceeds allocation | (31,902) | (1,893,006) | |||
Financing costs (APIC) | |||||
Proceeds Allocation [Member] | Redeemable Preferred Stock [Member] | |||||
Series D Convertible Preferred Stock | (62,793) | (2,869,854) | |||
Financing costs (APIC) | |||||
Financing costs (Retained Earnings) | |||||
Beneficial Conversion Feature | (623,045) | ||||
Proceeds Allocation [Member] | Derivative Liability [Member] | |||||
Derivative Put Liability | $ (5,305) | (614,095) | |||
Deferred Financing costs | |||||
Financing Cost Allocation [Member] | |||||
Gross proceeds | |||||
Financing costs paid in cash | (111,983) | ||||
Proceeds from issuance of preferred stock and warrants, net of financing cost | (111,983) | ||||
Financing Cost Allocation [Member] | Investor Warrants [Member] | |||||
Proceeds from issuance of preferred stock and warrants, net of financing cost | 111,983 | ||||
Proceeds allocation | |||||
Financing costs (APIC) | 36,512 | ||||
Financing Cost Allocation [Member] | Redeemable Preferred Stock [Member] | |||||
Series D Convertible Preferred Stock | |||||
Financing costs (APIC) | 1,106 | ||||
Financing costs (Retained Earnings) | 66,265 | ||||
Beneficial Conversion Feature | |||||
Financing Cost Allocation [Member] | Derivative Liability [Member] | |||||
Derivative Put Liability | |||||
Deferred Financing costs | $ 8,100 |
Schedule of Shares Outstanding
Schedule of Shares Outstanding (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
Ending balance | |||
Series D Convertible Preferred Stock [Member] | |||
Ending balance | $ 6,060,493 | ||
Issuance of Series D Convertible Preferred Stock | 62,793 | 2,869,853 | |
Inception deemed dividend | $ 37,207 | 3,130,147 | |
Deemed dividend percentage | 8.00% | (8.00%) | |
Deemed dividend (8%) | $ 277,719 | 60,493 | |
Mandatory conversion of Series D Convertible Preferred Stock to Common Stock | (6,438,212) | ||
Ending balance | $ 6,060,493 | $ 6,060,493 |
Schedule of Components of Incom
Schedule of Components of Income Tax Expense (Benefit) (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Statutory rate - federal | 21.00% | 21.00% |
State income tax, net of federal benefit | 5.10% | 3.00% |
State NOL true-up | (1.10%) | (2.00%) |
Goodwill impairment | (9.00%) | |
Prior year true up | 2.70% | |
Other permanent differences | 3.00% | (1.00%) |
Change in valuation allowances | (30.70%) | (13.00%) |
Total | 0.00% | 0.00% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Federal and state net operating loss carry forwards | $ 9,512,596 | $ 7,302,375 |
Capitalized start-up costs | 2,210,392 | 2,483,736 |
Capitalized research and development costs | 462,768 | 424,390 |
Patents | 41,842 | 57,907 |
Share-based compensation | 241,177 | 242,437 |
Other | 112,376 | 25,405 |
Total gross deferred tax assets | 12,581,151 | 10,536,250 |
Right-of-use asset | 70,914 | |
Total gross deferred tax liabilities | (70,914) | |
Valuation Allowance | (12,510,237) | (10,536,250) |
Net deferred tax assets |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Sep. 24, 2020 | Sep. 11, 2020 | Apr. 30, 2020 | Apr. 29, 2020 | Apr. 23, 2020 | Nov. 21, 2019 | Feb. 06, 2019 | Feb. 28, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 17, 2021 | Apr. 09, 2020 | Mar. 31, 2020 | Mar. 27, 2020 | Sep. 30, 2019 | Jan. 08, 2019 | Sep. 30, 2018 |
Short-term Debt [Line Items] | |||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Debt conversion of common stock shares | 250,000 | ||||||||||||||||||||||
Proceeds from convertible notes payable | $ 1,091,080 | ||||||||||||||||||||||
Notes payable | $ 67,000 | $ 67,000 | |||||||||||||||||||||
Interest expense | $ 50,516 | $ 1,039,349 | 110,446 | 1,458,521 | 1,462,750 | $ 299,331 | |||||||||||||||||
Fair value of warrants | (2,986,854) | (827,260) | |||||||||||||||||||||
Gain on extinguishment of debt | $ 1,300,088 | $ 1,300,088 | |||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Warrants exercise price, per share | $ 0.016 | $ 0.016 | |||||||||||||||||||||
Number of warrants issued | 840,000 | ||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Warrants exercise price, per share | $ 0.04 | $ 0.04 | |||||||||||||||||||||
Home Management LLC [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Market value of common stock | $ 0.014 | ||||||||||||||||||||||
Warrant term | 10 years | ||||||||||||||||||||||
Warrants exercise price, per share | $ 0.05 | ||||||||||||||||||||||
Debt conversion of common stock shares | 4,368,278 | ||||||||||||||||||||||
Debt principal amount | $ 1,717,000 | ||||||||||||||||||||||
Fair value of common stock | 218,000 | ||||||||||||||||||||||
Fair value of warrants | 199,000 | ||||||||||||||||||||||
Gain on extinguishment of debt | $ 1,300,000 | ||||||||||||||||||||||
FWHC HOLDINGS, LLC [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Warrant term | 10 years | ||||||||||||||||||||||
Warrants exercise price, per share | $ 0.014 | ||||||||||||||||||||||
Consisting Of Four Loans [Member] | Home Management LLC [Member] | March 31, 2020 and December 31, 2019 [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes payable | $ 1,635,000 | $ 1,635,000 | |||||||||||||||||||||
Consisting Of Four Loans [Member] | Home Management LLC [Member] | March 31, 2020 and December 31, 2019 [Member] | Minimum [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt, maturity date | Mar. 26, 2020 | ||||||||||||||||||||||
Debt instrument interest rate | 5.50% | 5.50% | |||||||||||||||||||||
Consisting Of Four Loans [Member] | Home Management LLC [Member] | March 31, 2020 and December 31, 2019 [Member] | Maximum [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt, maturity date | May 13, 2020 | ||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Stock issued during period new issue shares | 15,235,381 | ||||||||||||||||||||||
Number of shares converted | 4,431,530 | 22,235,055 | 4,020,031 | ||||||||||||||||||||
William E. Horne [Member] | Home Management LLC [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt interest rate description | The loans bore interest rates ranging from 5.5% to 12%, in some cases increasing to 15% if not paid by the respective maturity date ranging from March 26, 2020 to May 13, 2020 | ||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes payable | $ 500,000 | $ 500,000 | |||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Market value of common stock | $ 0.36 | $ 0.36 | |||||||||||||||||||||
Debt conversion of common stock shares | 251,667 | 1,875,000 | |||||||||||||||||||||
Deemed dividend | $ 288,000 | ||||||||||||||||||||||
Proceeds from convertible notes payable | $ 100,000 | ||||||||||||||||||||||
Debt conversion convertible outstanding | $ 750,000 | ||||||||||||||||||||||
Notes payable | $ 350,000 | 350,000 | |||||||||||||||||||||
Interest expense | $ 20,962 | $ 41,080 | |||||||||||||||||||||
Convertible Notes Payable [Member] | Three of the Noteholders [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Accrued interest | 52,033 | 52,033 | |||||||||||||||||||||
Third Noteholder [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Conversion of common stock, percentage | 1000.00% | ||||||||||||||||||||||
Notes payable | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||||||||||||||
Accrued interest | 40,000 | $ 40,000 | 40,000 | ||||||||||||||||||||
Debt, maturity date | Sep. 30, 2020 | ||||||||||||||||||||||
Fees and penalties | $ 85,000 | $ 85,000 | 85,000 | ||||||||||||||||||||
Debt principal amount | 424,615 | 424,615 | $ 424,615 | $ 424,615 | |||||||||||||||||||
Debt instrument interest rate | 11.90% | 11.90% | |||||||||||||||||||||
Interest expense | $ 10,000 | ||||||||||||||||||||||
Hawes Note [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt amount plus accrued interest | $ 35,860,079 | ||||||||||||||||||||||
Notes Payable [Member] | Merger [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt description | The Company finalized an eighteen-month extension to March 1, 2021. | The Company finalized an eighteen-month extension to March 1, 2021 | |||||||||||||||||||||
Accrued interest | $ 5,000 | $ 1,900 | $ 5,000 | $ 1,900 | |||||||||||||||||||
Debt, maturity date | Aug. 1, 2019 | ||||||||||||||||||||||
Debt instrument interest rate | 5.00% | 5.00% | 5.00% | 5.00% | |||||||||||||||||||
Monthly installment amount | $ 5,800 | $ 5,800 | |||||||||||||||||||||
Promissory Notes [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes payable | $ 67,000 | 78,000 | 67,000 | 78,000 | |||||||||||||||||||
New Principal Amount [Member] | Investor [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes payable | $ 1,000,000 | ||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Notes payable | $ 67,000 | $ 67,000 | $ 99,000 | ||||||||||||||||||||
Accrued interest | $ 3,000 | ||||||||||||||||||||||
Debt, maturity date | Mar. 1, 2021 | ||||||||||||||||||||||
Debt principal amount | $ 78,000 | $ 78,000 | |||||||||||||||||||||
Debt instrument interest rate | 5.00% | 5.00% | |||||||||||||||||||||
Debt amount plus accrued interest | $ 5,800 | ||||||||||||||||||||||
Promissory Note [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Stock issued during period new issue shares | 323,844,416 | 323,844,416 | |||||||||||||||||||||
Principal amount and accrued interest | $ 4,483,618 | ||||||||||||||||||||||
Promissory Notes from April 2020 [Member] | FWHC HOLDINGS, LLC [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Number of shares converted | 123,031,819 | ||||||||||||||||||||||
Promissory Notes from April 2020 [Member] | Series A Preferred Stock [Member] | FWHC HOLDINGS, LLC [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Number of shares converted | 123,031,819 | ||||||||||||||||||||||
April Secured Note [Member] | FWHC HOLDINGS, LLC [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Number of shares converted | 75,162,429 | ||||||||||||||||||||||
Hawes Notes [Member] | FWHC HOLDINGS, LLC [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Number of shares converted | 35,860,079 | ||||||||||||||||||||||
Hawes Notes [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Number of shares converted | 35,860,079 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Market value of common stock | $ 0.40 | $ 0.40 | $ 0.40 | ||||||||||||||||||||
Debt conversion of common stock shares | 1,875,000 | ||||||||||||||||||||||
Debt principal amount | $ 750,000 | $ 750,000 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | FWHC HOLDINGS, LLC [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Stock issued during period new issue shares | 146,998 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||
Market value of common stock | $ 0.40 | ||||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||||
Warrants exercise price, per share | $ 0.75 | ||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Number of common stock shares sold, value | $ 750,000 | $ 750,000 | |||||||||||||||||||||
Debt description | Each Unit consists of (i) a 12% senior secured convertible note, initially convertible into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering, and (ii) a three-year warrant to purchase such number of shares of the Company’s common stock equal to one hundred percent (100%) of the number of shares of common stock issuable upon conversion of the notes at $0.40. | Each Unit consists of (i) a 12% senior secured convertible note, initially convertible into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering, and (ii) a three-year warrant to purchase such number of shares of the Company’s common stock equal to one hundred percent (100%) of the number of shares of common stock issuable upon conversion of the notes at $0.40. The Warrants were initially exercisable at a price equal to the lesser of $0.75 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of the debt and/or equity securities completed by the Company following the issuance of warrants | |||||||||||||||||||||
Conversion of common stock, percentage | 12.00% | 12.00% | |||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Market value of common stock | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||||||||||||
Warrant term | 3 years | 3 years | 3 years | 3 years | |||||||||||||||||||
Warrants exercise price, per share | $ 0.75 | $ 0.75 | |||||||||||||||||||||
Payroll Protection Program [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt principal amount | $ 809,082 | $ 689,974 | |||||||||||||||||||||
Debt instrument interest rate | 100.00% | ||||||||||||||||||||||
Monthly installment amount | $ 105,878 | ||||||||||||||||||||||
Debt repayments, description | The PPP Loan bears interest at a rate of 1% per annum and is payable in eighteen monthly payments of $45,533 beginning on approximately August 14, 2021. The Company elected to use a 24-week Covered Period, per the SBA Paycheck Protection Program guidelines, the Covered Period ended on October 14, 2020. | ||||||||||||||||||||||
Amount forgiven to non-payroll costs, percentage | 40.00% |