Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36763 | |
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 | 2202 N. West Shore Blvd | |
Entity Address, Address Line Two | Ste 200 | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33607 | |
City Area Code | (844) | |
Local Phone Number | 633-6839 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | HCYT | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 477,610 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Current Assets | |||
Cash | $ 36,723 | $ 95,172 | |
Accounts receivable | 13,500 | ||
Patient financing receivable, current portion | 32,111 | 43,900 | |
Other receivables | 2,981 | ||
Prepaid expenses | 102,188 | 44,884 | |
Total Current Assets | 174,003 | 197,456 | |
Property and equipment, net | 22,018 | 38,374 | |
Patient financing receivable, net of current portion | 26,126 | 67,163 | |
Other assets | 18,412 | 18,412 | |
Total assets | 240,559 | 321,405 | |
Current Liabilities | |||
Accounts payable | 842,767 | 585,291 | |
Accrued liabilities | 1,223,237 | 164,680 | |
Other current liabilities | 268,785 | 28,246 | |
Notes payable, current portion | 79,455 | 69,455 | |
Convertible notes payable, related parties | 1,969,174 | 1,969,174 | |
Convertible notes payable | 1,783,416 | 1,355,826 | |
PPP Loan, current portion | 66,275 | ||
Deferred revenue | 414,025 | ||
Lease liability, current portion | 87,828 | 94,805 | |
Interest payable, related parties | 242,648 | 98,055 | |
Interest payable | 195,725 | 75,048 | |
Total Current Liabilities | 6,693,035 | 4,920,880 | |
Long-term Liabilities | |||
Royalty liability | 1,697,000 | ||
Lease liability, net of current portion | 62,768 | ||
Total Long-term Liabilities | 1,697,000 | 62,768 | |
Total Liabilities | 8,390,035 | 4,983,648 | |
Stockholders’ Equity (Deficit) | |||
Preferred Stock - $.001 par value: 1,000,000,000 shares authorized; Series A Preferred Stock - $.001 par value: 800,000,000 shares authorized, 438,776,170 and 501,887,534 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively. | 438,773 | 501,887 | |
Common stock - $.001 par value: 500,000,000 shares authorized, 477,610 and 166,394 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively. | [1] | 477 | 164,199 |
Additional paid-in capital | [1] | 49,246,179 | 43,700,084 |
Accumulated deficit | (57,834,905) | (49,028,413) | |
Total Stockholders’ Deficit | (8,149,476) | (4,662,243) | |
Total Liabilities and Stockholders’ Deficit | $ 240,559 | $ 321,405 | |
[1]The number of outstanding shares of common stock have been adjusted for all periods presented to reflect a one-for-one thousand |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 477,610 | 166,394 |
Common stock, shares outstanding | 477,610 | 166,394 |
Reverse stock split | 1-for-1,000 | |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 800,000,000 | 800,000,000 |
Preferred stock, shares issued | 438,776,170 | 501,887,534 |
Preferred stock, shares outstanding | 438,776,170 | 501,887,534 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Revenues | $ 460,216 | $ 453,460 | $ 1,286,841 | ||
Cost of Sales | (138,786) | (116,602) | (553,454) | ||
Gross Profit | 321,430 | 336,858 | 733,387 | ||
Operating Expenses | |||||
Salaries and related costs | 221,304 | 534,752 | 848,036 | 1,782,646 | |
Share based compensation | 120,448 | 162,359 | 535,481 | 1,024,359 | |
Loss on disposal of property and equipment | 9,610 | 92,804 | |||
Acquired in process research and development | 1,245,948 | 1,245,948 | |||
Other general and administrative | 268,076 | 851,593 | 1,172,738 | 2,470,135 | |
Total Operating Expenses | 1,855,776 | 1,548,704 | 3,811,813 | 5,369,944 | |
Operating Loss | (1,855,776) | (1,227,274) | (3,474,955) | (4,636,557) | |
Other Income (Expense) | |||||
Forgiveness of PPP loan | 698,820 | 698,820 | |||
Warrant expense | (334,238) | (334,238) | |||
Inducement expense | (3,024,872) | ||||
Loss on extinguishment of convertible notes payable | (2,196,100) | ||||
Interest income | 1,756 | 506,795 | |||
Interest expense | (91,186) | (50,516) | (278,665) | (110,446) | |
Other expense | (7,641) | (4,457) | (4,107) | ||
Total Other Income (Expense) | (423,668) | 640,663 | (5,331,537) | 584,267 | |
Net Loss | (2,279,444) | (586,611) | (8,806,492) | (4,052,290) | |
Net Loss attributable to common stockholders | $ (2,279,444) | $ (586,611) | $ (8,806,492) | $ (4,052,290) | |
Loss per share - basic and diluted | [1] | $ (8.04) | $ (34.07) | $ (30) | |
Weighted average outstanding shares -basic and diluted | 283,579 | 142,408 | 258,483 | 140,074 | |
[1]The number of outstanding shares of common stock have been adjusted for all periods presented to reflect a one-for-one thousand |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parenthetical) | 9 Months Ended | |
Jun. 13, 2022 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||
Reverse stock split | one-for-one thousand | 1-for-1,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |||
Beginning balance at Dec. 31, 2020 | $ 538,109 | $ 127,159 | [1] | $ 42,515,999 | [1] | $ (44,229,106) | $ (1,047,839) | |
Beginning balance, shares at Dec. 31, 2020 | 538,109,409 | 127,159 | [1] | |||||
Conversion of series A preferred stock to common stock, shares | (22,235,055) | 22,235 | [1] | |||||
Ending balance at Jun. 30, 2021 | $ 520,305 | $ 144,963 | [1] | 43,377,999 | [1] | (47,694,785) | (3,651,518) | |
Ending balance, shares at Jun. 30, 2021 | 520,305,884 | 144,963 | [1] | |||||
Beginning balance at Dec. 31, 2020 | $ 538,109 | $ 127,159 | [1] | 42,515,999 | [1] | (44,229,106) | (1,047,839) | |
Beginning balance, shares at Dec. 31, 2020 | 538,109,409 | 127,159 | [1] | |||||
Conversion of Series A Preferred Stock to Common Stock | $ (22,235) | $ 22,235 | [1] | [1] | ||||
Share based compensation | [1] | 1,024,359 | [1] | 1,024,359 | ||||
Net loss | [1] | [1] | (4,052,290) | (4,052,290) | ||||
Ending balance at Sep. 30, 2021 | $ 515,874 | $ 149,394 | [1] | 43,540,358 | [1] | (48,281,396) | (4,075,770) | |
Ending balance, shares at Sep. 30, 2021 | 515,874,354 | 149,394 | [1] | |||||
Beginning balance at Jun. 30, 2021 | $ 520,305 | $ 144,963 | [1] | 43,377,999 | [1] | (47,694,785) | (3,651,518) | |
Beginning balance, shares at Jun. 30, 2021 | 520,305,884 | 144,963 | [1] | |||||
Conversion of Series A Preferred Stock to Common Stock | $ (4,431) | $ 4,431 | [1] | [1] | ||||
Conversion of series A preferred stock to common stock, shares | (4,431,530) | 4,431 | [1] | |||||
Share based compensation | [1] | 162,359 | [1] | 162,359 | ||||
Net loss | [1] | [1] | (586,611) | (586,611) | ||||
Ending balance at Sep. 30, 2021 | $ 515,874 | $ 149,394 | [1] | 43,540,358 | [1] | (48,281,396) | (4,075,770) | |
Ending balance, shares at Sep. 30, 2021 | 515,874,354 | 149,394 | [1] | |||||
Beginning balance at Dec. 31, 2021 | $ 501,887 | $ 164,199 | [1] | 43,700,084 | [1] | (49,028,413) | (4,662,243) | |
Beginning balance, shares at Dec. 31, 2021 | 501,887,534 | 166,394 | [1] | |||||
Conversion of Series A Preferred Stock to Common Stock | $ (63,114) | $ 7,364 | [1] | 55,750 | [1] | |||
Conversion of series A preferred stock to common stock, shares | (63,111,364) | 63,114 | [1] | |||||
Share based compensation | [1] | 535,481 | [1] | 535,481 | ||||
Net loss | [1] | [1] | (8,806,492) | (8,806,492) | ||||
Issuance of Common Stock pursuant to securities purchase agreement | $ 113 | [1] | 224,888 | [1] | 225,001 | |||
Purchase Agreement, shares | 112,500 | [1] | ||||||
Issuance of Common Stock pursuant to Jantibody acquisition | $ 52 | [1] | 29,505 | [1] | 29,557 | |||
Jantibody Issuance, shares | 52,023 | [1] | ||||||
Inducement expense | [1] | $ 3,024,872 | [1] | $ 3,024,872 | ||||
Adjustment for 1-for-1,000 reverse stock split | [1] | (254,831) | 254,831 | |||||
Warrant expense | [1] | $ 334,238 | [1] | $ 334,238 | ||||
Conversion of warrants to Common Stock | $ 83,580 | [1] | 1,086,530 | [1] | 1,170,110 | |||
Conversion of warrants to Common Stock, shares | [1] | 83,579 | ||||||
Ending balance at Sep. 30, 2022 | $ 438,773 | $ 477 | [1] | 49,246,179 | [1] | (57,834,905) | (8,149,476) | |
Ending balance, shares at Sep. 30, 2022 | 438,776,170 | 477,610 | [1] | |||||
Beginning balance at Jun. 30, 2022 | $ 494,578 | $ 257 | [1] | 48,481,350 | [1] | (55,555,461) | (6,579,276) | |
Beginning balance, shares at Jun. 30, 2022 | 494,579,119 | 257,282 | [1] | |||||
Conversion of Series A Preferred Stock to Common Stock | $ (55,805) | $ 55 | [1] | 55,750 | [1] | |||
Conversion of series A preferred stock to common stock, shares | (55,802,949) | 55,805 | [1] | |||||
Share based compensation | [1] | 120,448 | [1] | 120,448 | ||||
Net loss | [1] | [1] | (2,279,444) | (2,279,444) | ||||
Issuance of Common Stock pursuant to securities purchase agreement | $ 113 | [1] | 224,888 | [1] | 225,001 | |||
Purchase Agreement, shares | 112,500 | [1] | ||||||
Issuance of Common Stock pursuant to Jantibody acquisition | $ 52 | [1] | 29,505 | [1] | 29,557 | |||
Jantibody Issuance, shares | 52,023 | [1] | ||||||
Inducement expense | [1] | 334,238 | [1] | 334,238 | ||||
Ending balance at Sep. 30, 2022 | $ 438,773 | $ 477 | [1] | $ 49,246,179 | [1] | $ (57,834,905) | $ (8,149,476) | |
Ending balance, shares at Sep. 30, 2022 | 438,776,170 | 477,610 | [1] | |||||
[1]The number of outstanding shares of common stock have been adjusted for all periods presented to reflect a one-for-one thousand |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficit (Parenthetical) | 9 Months Ended | |
Jun. 13, 2022 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Reverse stock split | one-for-one thousand | 1-for-1,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (8,806,492) | $ (4,052,290) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 10,086 | 13,859 |
Amortization of debt premium | (499,100) | |
Inducement expense | 3,024,872 | |
Share based compensation expense | 535,481 | 1,024,359 |
Loss on debt extinguishment | 2,196,100 | |
Gain on extinguishment of debt - PPP Loan | (698,820) | |
Warrant expense | 334,238 | |
Bad debt expense | 59,820 | |
Expense of acquired IPR&D | 1,245,948 | |
Loss on disposal of property and equipment | 9,610 | 92,804 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (46,320) | (9,200) |
Patient financing receivable, current portion | 11,789 | (35,080) |
Other receivables | (2,981) | 21,572 |
Prepaid expenses and other assets | (57,304) | (968) |
Patient financing receivable, net of current portion | 41,037 | (61,547) |
Accounts payable | 235,876 | 37,759 |
Accrued liabilities | 58,830 | (89,296) |
Other current liabilities | (24,739) | (13,482) |
Deferred revenue | (414,025) | (224,118) |
Interest payable, related parties | 144,593 | |
Interest payable | 120,677 | 6,333 |
Net Cash Used in Operating Activities | (1,822,004) | (3,988,115) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (7,832) | |
Cash acquired in asset acquisition | 469 | |
Net Cash Used in Investing Activities | 469 | (7,832) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable | 67,500 | |
Proceeds from convertible notes payable, related parties | 1,584,665 | |
Proceeds from convertible notes payable | 437,500 | 1,091,080 |
Proceeds from warrants exercised | 1,170,110 | |
Proceeds from issuance of common stock | 225,001 | |
Payment on debt obligations | (57,500) | |
Payment on debt financing costs | (13,250) | |
Payment on PPP Loan | (66,275) | (13,230) |
Net Cash Provided by Financing Activities | 1,763,086 | 2,662,515 |
Net Change in Cash | (58,449) | (1,333,432) |
Cash - Beginning of period | 95,172 | 1,640,645 |
Cash - End of period | 36,723 | 307,213 |
Supplementary Cash Flow Information | ||
Cash paid for interest | 9,916 | 3,367 |
Conversion of Series A Preferred Stock to Common Stock | 63,114 | 22,235 |
Issuance of warrants pursuant to inducement agreements | 2,993,872 | |
Issuance of warrants for services rendered | $ 31,000 |
DESCRIPTION OF THE COMPANY
DESCRIPTION OF THE COMPANY | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF THE COMPANY | Note 1 - Description of the Company DESCRIPTION OF THE COMPANY H-CYTE, Inc (“the Company”) has shifted its focus to acquiring and developing early-stage companies or their technologies in the areas of therapeutics, medical devices, and diagnostics. The goal is to develop these companies and incubate their technologies to meaningful clinical inflection points. On June 3, 2022, the Company closed its clinic in Scottsdale, Arizona. The Company has now closed all of its clinical operations in the autologous infusion therapy business which delivered treatments for patients with chronic respiratory and pulmonary disorders. The Company will continue to pursue regulatory approval of the device that was utilized in the treatment provided at the clinics. The Company also has a continued interest in the commercialization of the DenerveX device. The Company has begun to transform itself into a biologics and therapeutic device incubator company to bring new technologies to market. 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, LLC (“LI Dallas”), Lung Institute Nashville, LLC (“LI Nashville”), Lung Institute Pittsburgh, LLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as Variable Interest Entities (“VIEs”). Additionally, H-CYTE Management, LLC was 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. During the first quarter of 2022, the Company decided to close the LI Tampa and LI Nashville clinics. During the second quarter of 2022, the Company closed the LI Scottsdale clinic, the final LHI clinic. On June 10, 2022, the Company amended (the “Amendment”) its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split (the “Reverse Split”) of its common stock. The Reverse Split was approved by FINRA on June 10, 2022 and effectuated on June 13, 2022. Pursuant to the Amendment, the Company also reduced the authorized shares of common stock to 500,000,000 477,610 438,776,170 438,776,170 438,776 On September 7, 2022, the Company acquired all of the membership interests of Jantibody LLC (“Jantibody”), a Nevada limited liability company. Jantibody is focused on the development of novel proprietary immunotherapies targeted towards ovarian cancer, pancreatic cancer, and mesothelioma (see Note 9). Impact of COVID-19 The coronavirus outbreak (“COVID-19”) has adversely affected the Company’s financial condition and results of operations. The impact of the COVID-19 outbreak on businesses and the economy in the United States is expected to continue to be significant. The extent to which the COVID-19 outbreak will continue to impact businesses and the economy is highly uncertain. Accordingly, the Company cannot predict the extent to which its financial condition and results of operation will be affected. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency caused by a new strain of the coronavirus and advised of the risks to the international community as the virus spread globally. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. The spread of COVID-19 coronavirus has caused public health officials to recommend precautions to mitigate the spread of the virus, especially as to travel and congregating in large numbers. In addition, certain states and municipalities have enacted quarantining regulations which severely limit the ability of people to move and travel. In addition, the Company is uncertain of the full effect the pandemic will have on it for the longer term since the scope and duration of the pandemic is unknown, and evolving factors such as the level and timing of the distribution of efficacious vaccines across the world and the extent of any resurgences of the virus or emergence of new variants of the virus, such as the Delta variant and the Omicron variant, will impact the stability of economic recovery and growth. The Company may experience long-term disruptions to its operations resulting from changes in government policy or guidance; quarantines of employees, customers and suppliers in areas affected by the pandemic; and closures of businesses or manufacturing facilities critical to its business. Autologous Infusion Therapy (“Infusion Division”) The Company’s 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 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. During the first quarter of 2022, the Company decided to close the clinics in Tampa and Nashville. During the second quarter of 2022, the Company closed its clinic in Scottsdale. The Company has now closed all of its clinical operations in the autologous infusion therapy division which delivered treatments for patients with chronic respiratory and pulmonary disorders. Biotech Development (“Biotech Division”) During the year ended December 31, 2021, the Company completed a review of the R&D status regarding the exclusive product supply and services agreements with Rion, LLC (“Rion”) to develop and distribute (post U.S. Food & Drug Administration, the “FDA”, approval) a biologic combining its PRP-PBMC (“PRP”) technology with Rion’s exosomes (“EV”) technology for the treatment of chronic obstructive pulmonary disease (“COPD”). The Company has determined a single entity biologic from an alternative commercial source will be a more viable solution. The Company has decided to move away from Rion’s PRP technology and is progressing towards alternate biologics and therapeutic devices to meet the needs of the business. As of June 30, 2022, the Company has closed all of the LHI clinics and has moved away from the Infusion Division as part of its future plans. The Company has also decided that the Biotech Division will begin to transform into a medical biosciences incubator division focusing on bringing new biologics and therapeutic device technologies to market for various health conditions. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | Note 2 – Basis of presentation 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, 2021 and 2020, which included all information and notes necessary for such complete presentation in conjunction with its 2021 Annual Report on Form 10-K. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. The results of operations for the interim period ended September 30, 2022 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, 2021, which are contained in the Company’s 2021 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, 2021. |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS | Note 3 - Liquidity, Going Concern and Management’s Plans LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS The Company incurred net losses of approximately $ 2,279,000 8,806,000 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 had cash on hand of approximately $ 37,000 30,000 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 not continue 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. In January 2022, the Company offered certain warrant holders the opportunity to receive an additional warrant to purchase the Company’s Common Stock at $ 14.00 5 83,579 14.00 1,170,000 The Company filed a Registration Statement on Form S-1 registering the resale of the shares of common stock issuable upon exercise of the warrants issued in the April 2020 financing. The registration statement was declared effective on February 14, 2022. On June 9, 2022, the Company entered into a securities purchase agreement for a total of $ 272,500 35% 10% For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. On June 9, 2022, the Company also issued a promissory note for $ 100,000 This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the volume-weighted average price (VWAP) of the five (5) days prior to conversion. On August 9, 2022, the Company entered into a securities purchase agreement for a total of $ 65,000 35% 10% For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. On September 29, 2022, the Company entered into a securities purchase agreement with two accredited investors for the sale of shares of Common Stock and warrants (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company sold an aggregate of 112,500 56,250 2.50 225,001 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 4 –Related Party Transactions RELATED PARTY TRANSACTIONS Officers and Board Members and Related Expenses On January 12, 2021, Mr. Raymond Monteleone was appointed as Chairman of the Board, Audit Committee Chair, and Compensation Committee Chair. There are understandings between the Company and Mr. Monteleone for him to receive $ 5,000 2,500 7,500 2,500 3,750 13,750 63,750 18,000 53,000 Mr. Michael Yurkowsky entered into an oral agreement with the Company on October 1, 2020, in which Mr. Yurkowsky will receive $ 4,167 13,000 38,000 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 $ 4,167 108,000 5,000 2,500 7,500 42,500 13,000 29,000 Mr. Richard Rosenblum entered into an oral agreement with the Company effective January 17, 2022, in which Mr. Rosenblum will receive $ 5,000 per month to serve on the Board of Directors. Effective July 1, 2022, due to lack of working capital, Mr. Rosenblum receives $ 2,500 per month to serve on the Board of Directors. For the three and nine months ended September 30, 2022, the Company expensed $ 7,500 and $ 35,000, respectively. Mr. Matthew Anderer entered into an oral agreement with the Company effective January 17, 2022, in which Mr. Anderer will receive $ 5,000 per month to serve on the Board of Directors. Effective July 1, 2022, due to lack of working capital, Mr. Anderer receives $ 2,500 per month to serve on the Board of Directors. For the three months and nine months ended September 30, 2022, the Company expensed $ 7,500 and $ 35,000, respectively. Debt and Other Obligations 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 8 20 1,500,000 25,000 On October 14, 2021, 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 20 437,000 7,000 On February 22, 2022, the Company entered into a Debt Conversion Agreement (the “Amendment Agreement”) which i) provided for an additional round of convertible debt financing (“Tranche 2 Notes”) of up to $ 500,000 80 15 0.002 10 1) $ 1,000,000 2) Following the closing of a Qualified financing, 25 10 The Milestone Payments are not to exceed $2 million, and the Amendment Agreement also specifies that a Qualified Financing will not occur prior to the closing of the acquisition of Jantibody, LLC. The Company evaluated the Amendment Agreement under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that probability of having to pay a Milestone payment was minimal and the change in the fair value of the conversion feature was not material. Since the Amendment did not cause a material change in cash flows, extinguishment accounting was not applicable. On April 29, 2022, the Company entered into an Amended and Restated Note Conversion Agreement (the “Note Conversion Agreement”) with certain holders of its Tranche 1 Notes (i) providing for a conversion price equal to the lesser of (x) $ 0.002 Upon the effectiveness of the Company’s 1,000-1 reverse split, the conversion price adjusted to the lesser of (a) the price in the Qualified Financing or (b) $ 2.00 15 Due to changes in key provisions of the Tranche 1 Notes, the Company analyzed the before and after cash flows between the (i) fair value of the New Notes and (ii) reacquisition price of the Tranche 1 Notes prior to the (A) change in the maturity date from March 31, 2022 to June 17, 2022, (B) change in the conversion price to the lesser of (x) $ 2.00 The Company used a discounted cash flow method with Monte Carlo Simulation to value the Royalty Payments. Future Royalty Payments were estimated based on management’s best estimate of future cash flows under various scenarios which were discounted to present value using a risk-adjusted rate of 65 Based on the before and after cash flows of each note, the change was considered significantly different. Consequently, the New Notes were accounted for as a debt extinguishment of the Tranche 1 Notes and a new debt issuance of the New Notes. The Company recorded a $ 2.2 SCHEDULE OF LOSS UPON EXTINGUISHMENT Carrying value of Tranche 1 Notes $ 3,580,738 Less: Fair value of New Notes (4,079,838 ) Less: Fair value of Royalty Payments (1,697,000 ) Loss on Extinguishment $ (2,196,100 ) The Note Conversion Agreement also provided for the consummation of a Tranche 2 Financing (the “Tranche 2 Notes”) subject to (i) the aggregate principal amount of indebtedness represented by the Tranche 2 Notes being capped at $ 500,000 On June 9, 2022, the Company entered into a securities purchase agreement for a total of $ 272,500 35 10 For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid The Company also issued a promissory note for $ 100,000 This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the VWAP of the five (5) days prior to conversion The embedded features in the Tranche 2 Notes were analyzed under ASC 815 to determine if they required bifurcation as derivative instruments. To be a derivative, one of the criteria is that the embedded component must be net-settleable. While the Company’s Common Stock was traded on an exchange at the time of the transaction, the underlying shares are not readily convertible into cash since there is insufficient daily trading volume for the holders to convert the Tranche 2 Notes into Common Stock without significantly affecting the share price. Accordingly, the embedded derivatives, including the embedded conversion feature, did not meet the definition of a derivative, and therefore, did not require bifurcation from the host instrument. Certain default put provisions, including a default put and default interest, were not considered to be clearly and closely related to the host instrument but the Company concluded that the value of these provisions was de minimus at inception. The Company will reconsider the value of these provisions each reporting period to determine if the value becomes material to the financial statements. The Company chose to early adopt effective January 1, 2021, ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contract in Entity’s Own Equity. Thus, the April 2021 and October 2021 Note Purchase Agreements did not require consideration of a beneficial conversion feature and were accounted for solely as debt on the balance sheets. On August 9, 2022, the Company entered into a securities purchase agreement for a total of $ 65,000 35 10 For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | Note 5 - Equity Transactions EQUITY TRANSACTIONS In January 2022, the Company offered certain warrant holders the opportunity to receive an additional warrant to purchase the Company’s Common Stock at $ 14.00 5 83,579 14.00 1,170,000 On June 10, 2022, the Company amended (the “Amendment”) its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split (the “Reverse Split”) of its common stock. The Reverse Split was approved by FINRA on June 10, 2022 and effectuated on June 13, 2022. Pursuant to the Amendment, the Company also reduced the authorized shares of common stock to 500,000,000 477,610 438,776,170 438,776,170 438,776 The following table summarizes the Company’s common and preferred stock outstanding by class. The number of common stock shares has been adjusted to reflect a one-for-one thousand reverse stock split that became effective on June 13, 2022. SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING September 30, 2022 December 31, 2021 Common Stock 477,610 166,394 Series A Preferred Stock 438,776,170 501,887,534 Series A Preferred Stock During the three and nine months ended September 30, 2022, 55,802,949 and 63,111,364 shares of Series A Preferred Stock were converted to 55,805 and 63,114 shares of Common Stock at the request of certain Series A Preferred Shareholders, respectively. 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 one-for-one thousand ratio immediately upon request of the Series A Holder Liquidation Series A Preferred Stock does not have preferential treatment over common stock shareholders if the Company liquidates or dissolves. Share-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 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 4,750 70.00 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 On June 10, 2022, the Company amended its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split of its common stock. The Reverse Split was approved by FINRA on June 10, 2022 and effectuated on June 13, 2022. At September 30, 2022, 29,635 20,510 29,635 14,802 61,000 246,000 in stock-based compensation expense, respectively, which is included in share based compensation. For the three months and nine months ended September 30, 2021, the Company recognized approximately $ 162,000 1,024,000 206,000 2.17 Inputs used in the valuation models are as follows: SCHEDULE OF ASSUMPTIONS USED TO CALCULATE FAIR VALUE OF STOCK OPTIONS 2021 Grants Option value $ 54.00 to $ 56.00 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, 2021 and 2022: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Weighted Outstanding at December 31, 2020 410 $ 1,390.00 6.72 Granted 54,750 70.00 9.50 Expired/Cancelled (25,525 ) 70.00 — Outstanding at September 30, 2021 29,635 $ 100.00 9.41 Exercisable at September 30, 2021 14,802 $ 100.00 9.41 Outstanding at December 31, 2021 29,635 $ 86.48 9.20 Granted — — — Outstanding at September 30, 2022 29,635 $ 86.48 8.46 Exercisable at September 30, 2022 20,510 $ 93.81 8.44 The following is a summary of the Company’s non-vested shares for the nine months ended September 30, 2021 and 2022: SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2020 - $ - Granted 54,750 30.00 Vested (14,417 ) 50.00 Forfeited (25,500 ) 70.00 Non-vested at September 30, 2021 14,833 $ 110.00 Non-vested at December 31, 2021 14,250 $ 60.00 Vested (5,125 ) 54.56 Non-vested at September 30, 2022 9,125 $ 55.61 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 and if-converted methods, as applicable. 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 2022 2021 For the Nine Months Ended September 30, 2022 2021 Warrants to purchase common stock (in the money) 56,250 385,033 Series A Preferred Stock convertible to common stock 438,776 515,874 Total 495,026 900,907 Excluded from the above table are 384,788 29,635 22,608 29,635 As a result of the Reverse Stock Split, the Series A Preferred Stock is convertible at a ratio of one thousand shares of Series A Preferred Stock into one share of common stock 438,776,170 438,776 |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | Note 6 – Commitments & Contingencies COMMITMENTS & CONTINGENCIES CEO Compensation Agreement On December 23, 2021, the Company entered into an employment agreement (the “Employment Agreement”) with Michael Yurkowsky, the Company’s Chief Executive Officer, to continue to serve as the Chief Executive Officer of the Company. Under the Employment Agreement, which commenced on December 1, 2021 (the “Effective Date”) and has a term of one year from the Effective Date (the “Employment Period”), Mr. Yurkowsky will receive a base salary of $ 180,000 In addition to his base salary, Mr. Yurkowsky may receive a one-time cash bonus in gross amount equal to $ 100,000 10,000,000 As additional compensation, Mr. Yurkowsky shall receive shares of common stock of the Company representing 1% of the Company’s fully diluted equity as of the grant date if the Company achieves a market capitalization of at least $ 250 500 The Equity Award was measured at fair value on its grant date using a Monte Carlo simulation model. The Monte Carlo simulation model includes assumptions for the expected term, volatility, and dividend yield, each of which are determined in reference to the Company’s historical results. The Company will recognize aggregate stock-based compensation expense of approximately $ 328,000 0.71 60,000 290,000 Consulting Agreements The Company entered into a consulting agreement with Tanya Rhodes of Rhodes & Associates, Inc, effective June 15, 2020, to serve as the Chief Science Officer of the Company. The agreement has a minimum term of six months with an average fee of $ 21,000 5 22,500 22,500 The Company entered into a consulting agreement with Alpha IR Group on March 1, 2022, to provide investor relations to the Company. The agreement is for twelve months with an average service fee of $ 9,750 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. The Company is involved in a lawsuit with Sinclair Broadcast Group, Inc. (“Sinclair”) which was filed on September 8, 2020, in the Circuit Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. Sinclair has filed suit alleging breach of contract for advertising services in the amount of approximately $ 75,000 The Company is involved in a lawsuit with ITN Networks, LLC (“ITN”) which was filed on July 22, 2021, in the Circuit Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. ITN has filed suit alleging breach of contract for advertising services in the amount of approximately $ 75,000 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | Note 7 – Debt DEBT Notes Payable Notes payable were assumed in the Merger (for further discussion, see Note 1 - “Overview” to the consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K) and are due in aggregate monthly installments of approximately $ 5,800 5 69,000 April 1, 2024 5 3 1,000 Paycheck Protection Program On April 29, 2020, the Company issued a promissory note in the principal amount of $ 809,082 1 The Company did 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 8,847 |
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
Common Stock Warrants | |
COMMON STOCK WARRANTS | Note 8 - Common Stock Warrants COMMON STOCK WARRANTS A summary of the Company’s warrant issuance activity and related information for the nine months ended September 30, 2021 and 2022 is as follows: SCHEDULE OF ISSUANCE OF WARRANTS Shares Weighted Weighted Outstanding and exercisable at December 31, 2020 413,424 $ 15.00 10.30 Expired (5,783 ) 33.00 — Outstanding and exercisable at September 30, 2021 407,641 58.00 8.42 Outstanding and exercisable at December 31, 2021 406,301 $ 34.88 8.17 Expired (22,513 ) 373.85 — Exercised (83,579 ) 14.00 — Granted 140,829 9.41 4.63 Outstanding and exercisable at September 30, 2022 441,038 $ 12.52 6.84 The fair value of all warrants issued are determined by using the Black-Scholes valuation technique. 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 ISSUANCE OF WARRANTS VALUATION TECHNIQUE 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 (%) Granted for inducement agreement 1/19/2022 3,732 $ 63.25 $ 14.00 $ 62.00 5 1.62 187.79 Granted for inducement agreement 1/20/2022 372 $ 64.50 $ 14.00 $ 64.00 5 1.62 187.85 Granted for inducement agreement 1/20/2022 187 $ 64.50 $ 14.00 $ 64.00 5 1.62 187.85 Granted for inducement agreement 1/24/2022 374 $ 48.00 $ 14.00 $ 47.00 5 1.53 188.01 Granted for inducement agreement 1/25/2022 3,744 $ 49.10 $ 14.00 $ 48.00 5 1.56 188.00 Granted for inducement agreement 2/02/2022 3,741 $ 44.55 $ 14.00 $ 44.00 5 1.60 188.25 Granted for inducement agreement 2/04/2022 6,935 $ 44.38 $ 14.00 $ 43.00 5 1.78 188.33 Granted for inducement agreement 2/04/2022 13,870 $ 44.38 $ 14.00 $ 43.00 5 1.78 188.33 Granted for services provided 2/09/2022 1,000 $ 32.00 $ 14.00 $ 31.00 5 1.82 188.69 Granted for inducement agreement 2/22/2022 41,609 $ 32.88 $ 14.00 $ 32.00 5 1.85 188.59 Granted for inducement agreement 2/22/2022 693 $ 32.88 $ 14.00 $ 32.00 5 1.85 188.59 Granted for inducement agreement 3/21/2022 8,322 $ 28.00 $ 14.00 $ 27.00 5 2.33 194.01 Granted for securities purchase agreement 9/27/2022 56,250 $ 6.00 $ 2.50 $ 5.94 5 4.21 213.54 The fair value of warrants issued during the three and nine months ended September 30, 2022 totaled approximately $ 334,000 0 3,024,000 |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | N ote 9 – Acquisition The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets. If an acquisition is determined to be a business combination as indicated in ASC 805, Business Combinations If an acquisition is determined to be an asset acquisition, the Company accounts for the transaction under ASC 805-50, which requires the cost of the asset acquisition, including transaction costs, to be allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Assets acquired as part of Contingent consideration payments in asset acquisitions are recognized when the contingency is resolved and the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets. Pursuant to the Jantibody Agreement, the Company issued the equity holders of Jantibody an aggregate of 52,023 The Company has agreed to issue the Jantibody holders an additional 2.0% of the Company’s common stock then outstanding upon the enrollment of the first patient in a Phase I FDA trial and additional 3.0% of the Company’s then outstanding common stock on a fully diluted basis upon the enrollment of the first patient in a Phase [III] FDA trial. The Company determined the contingent consideration was not subject to derivative accounting and will be recognized when the contingency is resolved, and the consideration is paid or becomes payable as outlined in ASC 450, Contingencies The Company determined this transaction represented an asset acquisition as defined by ASC 805, Business Combinations, & the small molecule drug CXCR4 inhibitor, AMD3100, and/or checkpoint inhibitors (CPI) for anti-cancer immune modulation. As a result, the consideration transferred was allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their relative fair values resulting in approximately $ 1,240,000 being assigned to the IPR&D asset and approximately $ 1,000,000 The purchase price of approximately $ 247,000 52,023 344,159 21,600 The purchase price was allocated, on a relative fair value basis, to the acquired intellectual property, and the acquired net assets as follows: SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED Consideration: Common stock $ 29,557 Common stock (anti-dilution shares, to be issued – included in other current liabilities) 195,532 Direct transaction costs 21,600 Total costs of the asset acquisition $ 246,689 Assets acquired Cash $ 469 Liabilities assumed – legal and administrative costs (999,728 ) Intangible assets: IPR&D 1,245,948 Net identifiable assets acquired $ 246,689 The IPR&D had not yet reached technological feasibility and had no alternative future use; thus, the purchased IPR&D asset and related costs were expensed immediately subsequent to the acquisition within the consolidated statements of operations. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Note 10 - Subsequent Events | N ote 10 - Subsequent Events Pursuant to the Purchase Agreement, the Company sold an aggregate of 15,000 7,250 2.50 30,000 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF LOSS UPON EXTINGUISHMENT | SCHEDULE OF LOSS UPON EXTINGUISHMENT Carrying value of Tranche 1 Notes $ 3,580,738 Less: Fair value of New Notes (4,079,838 ) Less: Fair value of Royalty Payments (1,697,000 ) Loss on Extinguishment $ (2,196,100 ) |
EQUITY TRANSACTIONS (Tables)
EQUITY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING | SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING September 30, 2022 December 31, 2021 Common Stock 477,610 166,394 Series A Preferred Stock 438,776,170 501,887,534 |
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 $ 54.00 to $ 56.00 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, 2021 and 2022: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Weighted Outstanding at December 31, 2020 410 $ 1,390.00 6.72 Granted 54,750 70.00 9.50 Expired/Cancelled (25,525 ) 70.00 — Outstanding at September 30, 2021 29,635 $ 100.00 9.41 Exercisable at September 30, 2021 14,802 $ 100.00 9.41 Outstanding at December 31, 2021 29,635 $ 86.48 9.20 Granted — — — Outstanding at September 30, 2022 29,635 $ 86.48 8.46 Exercisable at September 30, 2022 20,510 $ 93.81 8.44 |
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 and 2022: SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2020 - $ - Granted 54,750 30.00 Vested (14,417 ) 50.00 Forfeited (25,500 ) 70.00 Non-vested at September 30, 2021 14,833 $ 110.00 Non-vested at December 31, 2021 14,250 $ 60.00 Vested (5,125 ) 54.56 Non-vested at September 30, 2022 9,125 $ 55.61 |
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 2022 2021 For the Nine Months Ended September 30, 2022 2021 Warrants to purchase common stock (in the money) 56,250 385,033 Series A Preferred Stock convertible to common stock 438,776 515,874 Total 495,026 900,907 |
COMMON STOCK WARRANTS (Tables)
COMMON STOCK WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Common Stock Warrants | |
SCHEDULE OF ISSUANCE OF WARRANTS | A summary of the Company’s warrant issuance activity and related information for the nine months ended September 30, 2021 and 2022 is as follows: SCHEDULE OF ISSUANCE OF WARRANTS Shares Weighted Weighted Outstanding and exercisable at December 31, 2020 413,424 $ 15.00 10.30 Expired (5,783 ) 33.00 — Outstanding and exercisable at September 30, 2021 407,641 58.00 8.42 Outstanding and exercisable at December 31, 2021 406,301 $ 34.88 8.17 Expired (22,513 ) 373.85 — Exercised (83,579 ) 14.00 — Granted 140,829 9.41 4.63 Outstanding and exercisable at September 30, 2022 441,038 $ 12.52 6.84 |
SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE | SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE 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 (%) Granted for inducement agreement 1/19/2022 3,732 $ 63.25 $ 14.00 $ 62.00 5 1.62 187.79 Granted for inducement agreement 1/20/2022 372 $ 64.50 $ 14.00 $ 64.00 5 1.62 187.85 Granted for inducement agreement 1/20/2022 187 $ 64.50 $ 14.00 $ 64.00 5 1.62 187.85 Granted for inducement agreement 1/24/2022 374 $ 48.00 $ 14.00 $ 47.00 5 1.53 188.01 Granted for inducement agreement 1/25/2022 3,744 $ 49.10 $ 14.00 $ 48.00 5 1.56 188.00 Granted for inducement agreement 2/02/2022 3,741 $ 44.55 $ 14.00 $ 44.00 5 1.60 188.25 Granted for inducement agreement 2/04/2022 6,935 $ 44.38 $ 14.00 $ 43.00 5 1.78 188.33 Granted for inducement agreement 2/04/2022 13,870 $ 44.38 $ 14.00 $ 43.00 5 1.78 188.33 Granted for services provided 2/09/2022 1,000 $ 32.00 $ 14.00 $ 31.00 5 1.82 188.69 Granted for inducement agreement 2/22/2022 41,609 $ 32.88 $ 14.00 $ 32.00 5 1.85 188.59 Granted for inducement agreement 2/22/2022 693 $ 32.88 $ 14.00 $ 32.00 5 1.85 188.59 Granted for inducement agreement 3/21/2022 8,322 $ 28.00 $ 14.00 $ 27.00 5 2.33 194.01 Granted for securities purchase agreement 9/27/2022 56,250 $ 6.00 $ 2.50 $ 5.94 5 4.21 213.54 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED | SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED Consideration: Common stock $ 29,557 Common stock (anti-dilution shares, to be issued – included in other current liabilities) 195,532 Direct transaction costs 21,600 Total costs of the asset acquisition $ 246,689 Assets acquired Cash $ 469 Liabilities assumed – legal and administrative costs (999,728 ) Intangible assets: IPR&D 1,245,948 Net identifiable assets acquired $ 246,689 |
DESCRIPTION OF THE COMPANY (Det
DESCRIPTION OF THE COMPANY (Details Narrative) - shares | 9 Months Ended | |||
Sep. 30, 2022 | Jun. 10, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 |
Common Stock, Shares, Outstanding | 477,610 | 477,610 | 166,394 | |
Conversion of Stock, Shares Converted | 438,776 | 438,776 | 438,776 | |
Series A Preferred Stock [Member] | ||||
Preferred Stock, Shares Outstanding | 438,776,170 | 438,776,170 | 501,887,534 |
LIQUIDITY, GOING CONCERN AND _2
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 29, 2022 | Aug. 09, 2022 | Jun. 09, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Nov. 10, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Net loss | $ 2,279,444 | $ 586,611 | $ 8,806,492 | $ 4,052,290 | ||||||
Cash and cash equivalents at carrying value | $ 37,000 | 37,000 | ||||||||
Proceeds from warrant value | $ 1,170,110 | |||||||||
Purchase Agreement Member | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Exercise price per shares | $ 2.50 | |||||||||
Common stock and warrants to purchase | 56,250 | |||||||||
Proceeds from warrant value | $ 225,001 | |||||||||
Shares new issues | 112,500 | |||||||||
Warrant Holders [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Exercise price per shares | $ 14 | $ 14 | $ 14 | $ 14 | ||||||
Warrant term | 5 years | 5 years | ||||||||
Common stock and warrants to purchase | 83,579 | 83,579 | ||||||||
Proceeds from warrant value | $ 1,170,000 | |||||||||
Two Accredited Investors [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt face amount | $ 272,500 | |||||||||
Debt effective rate | 35% | |||||||||
Debt stated percentage | 10% | |||||||||
Debt instrument description | For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. | |||||||||
Accredited Investors [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt face amount | $ 100,000 | |||||||||
Debt effective rate | 35% | |||||||||
Debt stated percentage | 10% | |||||||||
Debt instrument description | For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. | This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the volume-weighted average price (VWAP) of the five (5) days prior to conversion. | ||||||||
Accredited Investor [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt face amount | $ 65,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Cash and cash equivalents at carrying value | $ 30,000 |
SCHEDULE OF LOSS UPON EXTINGUIS
SCHEDULE OF LOSS UPON EXTINGUISHMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Loss on Extinguishment | $ (2,196,100) | |||
Note Conversion Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Carrying value of Tranche 1 Notes | 3,580,738 | |||
Less: Fair value of New Notes | (4,079,838) | |||
Less: Fair value of Royalty Payments | (1,697,000) | |||
Loss on Extinguishment | $ (2,196,100) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Aug. 09, 2022 | Jun. 13, 2022 | Jun. 09, 2022 | Apr. 29, 2022 | Feb. 22, 2022 | Jan. 17, 2022 | Jan. 02, 2022 | Oct. 14, 2021 | Apr. 02, 2021 | Mar. 01, 2021 | Jan. 12, 2021 | Jan. 02, 2021 | Oct. 01, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 02, 2022 | |
Professional fees | $ 22,500 | |||||||||||||||||
Proceeds from convertible debt | $ 437,500 | $ 1,091,080 | ||||||||||||||||
Reverse stock split | one-for-one thousand | 1-for-1,000 | ||||||||||||||||
Loss extinguishment of debt | $ 2,200,000 | |||||||||||||||||
Secured Convertible Note Purchase Agreement [Member] | ||||||||||||||||||
Debt face amount | $ 2,575,000 | |||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||
Secured Convertible Note Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Debt instrument, interest rate | 20% | |||||||||||||||||
Second Closing Bring Down Agreement [Member] | ||||||||||||||||||
Debt face amount | $ 750,000 | |||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||
Debt instrument, interest rate | 20% | |||||||||||||||||
Debt Conversion Agreement [Member] | ||||||||||||||||||
Proceeds from convertible debt | $ 10,000,000 | |||||||||||||||||
Convertible debt | $ 500,000 | |||||||||||||||||
Conversion price percentage | 25% | |||||||||||||||||
Conversion price per share | $ 0.002 | |||||||||||||||||
Milestone payments | $ 1,000,000 | |||||||||||||||||
Debt Conversion Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||
Proceeds from convertible debt | $ 15,000,000 | |||||||||||||||||
Conversion price percentage | 80% | |||||||||||||||||
Note Conversion Agreement [Member] | ||||||||||||||||||
Conversion price per share | $ 2 | |||||||||||||||||
Risk adjusted percentage | 65% | |||||||||||||||||
Debt indebtedness amount | $ 500,000 | |||||||||||||||||
Note Conversion Agreement [Member] | New Notes [Member] | ||||||||||||||||||
Conversion price per share | $ 2 | |||||||||||||||||
Reverse stock split | Upon the effectiveness of the Company’s 1,000-1 reverse split, the conversion price adjusted to the lesser of (a) the price in the Qualified Financing or (b) $2.00 per share | |||||||||||||||||
Royalty percentage | 15% | |||||||||||||||||
Note Conversion Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||
Conversion price per share | $ 0.002 | |||||||||||||||||
Raymond Monteleone [Member] | ||||||||||||||||||
Professional fees | $ 7,500 | $ 5,000 | ||||||||||||||||
Additional fees | $ 2,500 | 2,500 | ||||||||||||||||
Debt instrument periodic payment | $ 3,750 | |||||||||||||||||
Officers compensation | $ 13,750 | $ 18,000 | 63,750 | 53,000 | ||||||||||||||
Michael Yurkowsky [Member] | Oral Agreement [Member] | ||||||||||||||||||
Professional fees | $ 4,167 | |||||||||||||||||
Officers compensation | 13,000 | 38,000 | ||||||||||||||||
William Horne [Member] | Oral Agreement [Member] | ||||||||||||||||||
Professional fees | $ 4,167 | 5,000 | 2,500 | |||||||||||||||
Officers compensation | 7,500 | $ 13,000 | 42,500 | $ 29,000 | ||||||||||||||
Deferred salary and compensation | $ 108,000 | |||||||||||||||||
Richard Rosenblum [Member] | Oral Agreement [Member] | ||||||||||||||||||
Professional fees | $ 5,000 | |||||||||||||||||
Debt instrument periodic payment | 2,500 | |||||||||||||||||
Officers compensation | 7,500 | 35,000 | ||||||||||||||||
Matthew Anderer [Member] | Oral Agreement [Member] | ||||||||||||||||||
Professional fees | $ 5,000 | |||||||||||||||||
Debt instrument periodic payment | $ 2,500 | |||||||||||||||||
Officers compensation | $ 7,500 | $ 35,000 | ||||||||||||||||
Investor [Member] | Secured Convertible Note Purchase Agreement [Member] | FWHC Bridge, LLC [Member] | ||||||||||||||||||
Proceeds from convertible debt | $ 1,500,000 | |||||||||||||||||
Investor [Member] | Secured Convertible Note Purchase Agreement [Member] | FWHC, LLC [Member] | ||||||||||||||||||
Proceeds from convertible debt | $ 25,000 | |||||||||||||||||
Investor [Member] | Second Closing Bring Down Agreement [Member] | FWHC Bridge, LLC [Member] | ||||||||||||||||||
Proceeds from convertible debt | $ 437,000 | |||||||||||||||||
Investor [Member] | October 2021 Note Purchase Agreement [Member] | FWHC Bridge, LLC [Member] | ||||||||||||||||||
Proceeds from convertible debt | $ 7,000 | |||||||||||||||||
Two Accredited Investors [Member] | ||||||||||||||||||
Debt face amount | $ 272,500 | |||||||||||||||||
Debt instrument, interest rate | 10% | |||||||||||||||||
Debt instrument, interest rate | 35% | |||||||||||||||||
Debt instrument description | For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. | |||||||||||||||||
Two Accredited Investors [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Debt face amount | $ 272,500 | |||||||||||||||||
Debt instrument, interest rate | 10% | |||||||||||||||||
Debt instrument, interest rate | 35% | |||||||||||||||||
Debt instrument description | For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid | |||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||
Debt face amount | $ 100,000 | |||||||||||||||||
Debt instrument, interest rate | 10% | |||||||||||||||||
Debt instrument, interest rate | 35% | |||||||||||||||||
Debt instrument description | For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. | This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the volume-weighted average price (VWAP) of the five (5) days prior to conversion. | ||||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Debt face amount | $ 100,000 | |||||||||||||||||
Debt instrument description | This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the VWAP of the five (5) days prior to conversion | |||||||||||||||||
Accredited Investor [Member] | ||||||||||||||||||
Debt face amount | $ 65,000 | |||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Debt face amount | $ 65,000 | |||||||||||||||||
Debt instrument, interest rate | 10% | |||||||||||||||||
Debt instrument, interest rate | 35% | |||||||||||||||||
Debt instrument description | For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid |
SCHEDULE OF COMMON AND PREFERRE
SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common Stock | 477,610 | 166,394 |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Series A Preferred Stock | 438,776,170 | 501,887,534 |
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, 2022 $ / shares | |
Minimum [Member] | |
Option value | $ 54 |
Risk Free Rate | 0.90% |
Expected Dividend- yield | |
Expected Volatility | 173.99% |
Expected term (years) | 5 years |
Maximum [Member] | |
Option value | $ 56 |
Risk Free Rate | 1.37% |
Expected Dividend- yield | |
Expected Volatility | 176.04% |
Expected term (years) | 7 years |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||
Shares, outstanding beginning balance | 29,635 | 410 |
Weighted average exercise price, outstanding beginning balance | $ 86.48 | $ 1,390 |
Weighted average remaining, term outstanding | 9 years 2 months 12 days | 6 years 8 months 19 days |
Shares, granted | 54,750 | |
Weighted average exercise price, granted | $ 70 | |
Weighted average remaining, granted | 9 years 6 months | |
Weighted average exercise price, expired / cancelled | (25,525) | |
Weighted average exercise price, expired / cancelled | $ 70 | |
Shares outstanding, ending balance | 29,635 | 29,635 |
Weighted average exercise price, outstanding ending balance | $ 86.48 | $ 100 |
Weighted average remaining, term outstanding | 8 years 5 months 15 days | 9 years 4 months 28 days |
Shares Exercisable, ending balance | 20,510 | 14,802 |
Weighted average exercise price, exercisable | $ 93.81 | $ 100 |
Weighted average remaining term (Years), exercisable | 8 years 5 months 8 days | 9 years 4 months 28 days |
SUMMARY OF STOCK OPTION ACTIV_2
SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||
Non-vested shares outstanding, beginning balance | 14,250 | |
Non-vested, weighted average grant date fair value, outstanding beginning balance | $ 60 | |
Non-vested shares, granted | 54,750 | |
Non-vested, weighted average grant date fair value, granted | $ 30 | |
Non-vested shares, vested | (5,125) | (14,417) |
Non-vested, weighted average grant date fair value, vested | $ 54.56 | $ 50 |
Non-vested shares, Forfeited | (25,500) | |
Non-vested, weighted average grant date fair value, Forfeited | $ 70 | |
Non-vested shares outstanding, ending balance | 9,125 | 14,833 |
Non-vested, weighted average grant date fair value, outstanding ending balance | $ 55.61 | $ 110 |
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, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 495,026 | 900,907 |
Warrants To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 56,250 | 385,033 |
Series A Preferred Stock Convertible To Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 438,776 | 515,874 |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2022 | Jun. 10, 2022 | Apr. 02, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Proceeds from warrant exercises | $ 1,170,110 | ||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||
Common stock, shares outstanding | 477,610 | 477,610 | 477,610 | 166,394 | |||||||
Conversion of stock shares | 438,776 | 438,776 | 438,776 | ||||||||
Conversion of stock, description | As a result of the Reverse Stock Split, the Series A Preferred Stock is convertible at a ratio of one thousand shares of Series A Preferred Stock into one share of common stock | ||||||||||
Share based compensation, stock option granted | 54,750 | ||||||||||
Share based compensation, stock option vested | 5,125 | 14,417 | |||||||||
Share based compensation, stock option exercise price | $ 70 | ||||||||||
Share-based compensation recognized | $ 120,448 | $ 162,359 | $ 535,481 | $ 1,024,359 | |||||||
Share based payment award options outstanding | 29,635 | 29,635 | 29,635 | 29,635 | 29,635 | 29,635 | 410 | ||||
Share based payment award options outstanding vested | 20,510 | 20,510 | 14,802 | 20,510 | 14,802 | ||||||
Stock-based compensation expense | $ 61,000 | $ 162,000 | $ 246,000 | $ 1,024,000 | |||||||
Unrecognized compensation costs | $ 206,000 | $ 206,000 | $ 206,000 | ||||||||
Weighted average period | 2 years 2 months 1 day | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 495,026 | 900,907 | |||||||||
Warrants [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 384,788 | 22,608 | |||||||||
Stock Options [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 29,635 | 29,635 | |||||||||
Series A Preferred Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Preferred stock, shares outstanding | 438,776,170 | 438,776,170 | 438,776,170 | 501,887,534 | |||||||
Conversion of Stock, Shares Issued | 55,802,949 | 63,111,364 | |||||||||
Preferred stock, 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 of stock, description | converts to common stock at a one-for-one thousand ratio immediately upon request of the Series A Holder | ||||||||||
Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock, shares outstanding | 477,610 | 477,610 | 477,610 | ||||||||
Common Stock [Member] | Series A Preferred Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Conversion of Stock, Shares Issued | 55,805 | 63,114 | |||||||||
Warrant Holders [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Exercise price of warrant | $ 14 | $ 14 | $ 14 | $ 14 | $ 14 | ||||||
Warrant term | 5 years | 5 years | |||||||||
Exercise on aggregate of warrants | 83,579 | 83,579 | 83,579 | ||||||||
Proceeds from warrant exercises | $ 1,170,000 | ||||||||||
Directors and Officers [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Share based compensation, stock option granted | 54,750 | ||||||||||
Share based compensation, stock option vested | 4,750 | ||||||||||
Share based compensation, stock option exercise price | $ 70 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Share-based compensation recognized | $ 205,000 |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Mar. 02, 2022 | Dec. 23, 2021 | Jan. 02, 2021 | Jun. 15, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Loss Contingencies [Line Items] | |||||||||
Employment bonus | $ 221,304 | $ 534,752 | $ 848,036 | $ 1,782,646 | |||||
Share-based compensation arrangement by share-based payment award, description | As additional compensation, Mr. Yurkowsky shall receive shares of common stock of the Company representing 1% of the Company’s fully diluted equity as of the grant date if the Company achieves a market capitalization of at least $250 million for 60 consecutive days during the Employment Period (the “Equity Award”). If the Company achieves a market capitalization of at least $500 million for 60 consecutive days during the Employment Period, the executive shall receive an additional Equity Award of 1%, such that he has in the aggregate received shares of common stock of the Company representing 2% of the Company’s fully diluted equity as of the date of grant | ||||||||
Share based compensation expense | 61,000 | $ 162,000 | 246,000 | $ 1,024,000 | |||||
Equity award based compensation expense | $ 290,000 | 290,000 | $ 60,000 | ||||||
Professional fees | $ 22,500 | ||||||||
Sinclair Broadcast Group Inc [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Advertising Expense | 75,000 | ||||||||
ITN Network, LLC [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Advertising Expense | $ 75,000 | ||||||||
Ms Rhodes [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Professional fees | $ 22,500 | ||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | Yurkowsky [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Base salary | $ 180,000 | ||||||||
Employment bonus | 100,000 | ||||||||
Secures and financing receivable | 10,000,000 | ||||||||
Equity Award [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Share based compensation expense | $ 328,000 | ||||||||
Straight line basis derived service period | 8 months 15 days | ||||||||
Equity Award [Member] | Chief Executive Officer [Member] | Minimum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Employee benefits and share-based compensation | $ 250,000,000 | ||||||||
Equity Award [Member] | Chief Executive Officer [Member] | Maximum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Employee benefits and share-based compensation | $ 500,000,000 | ||||||||
Consulting Agreement [Member] | Tanya Rhodes of Rhodes & Associates, Inc [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Professional average fee | $ 21,000 | ||||||||
Increase in professional average fee percentage | 5% | ||||||||
Consulting Agreement [Member] | Aplha IR Group [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Professional average fee | $ 9,750 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 9 Months Ended | |||||
Apr. 19, 2022 | Aug. 17, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Apr. 29, 2020 | |
Paycheck Protection Program [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument interest rate | 1% | |||||
Debt instrument, face amount | $ 689,974 | $ 809,082 | ||||
Interest expense, debt | $ 8,847 | |||||
Notes Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, periodic payment | $ 1,000 | $ 5,800 | ||||
Debt instrument interest rate | 5% | |||||
Debt instrument, maturity date | Apr. 01, 2024 | |||||
Notes Payable [Member] | Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument interest rate | 5% | |||||
Notes Payable [Member] | Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument interest rate | 3% | |||||
Promissory Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable | $ 69,000 | $ 69,000 |
SCHEDULE OF ISSUANCE OF WARRANT
SCHEDULE OF ISSUANCE OF WARRANTS (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Common Stock Warrants | ||
Number of Shares, Warrants Outstanding and Exercisable, Beginning | 406,301 | 413,424 |
Weighted Average Exercise Price Outstanding and Exercisable, Beginning | $ 34.88 | $ 15 |
Weighted Average Remaining Contractual Life Warrants Outstanding and Exercisable, Beginning | 8 years 2 months 1 day | 10 years 3 months 18 days |
Number of Shares, Warrants Expired | (22,513) | (5,783) |
Number of Shares, Warrants Expired | $ 373.85 | $ 33 |
Number of Shares, Warrants Outstanding and Exercisable, Ending | 441,038 | 407,641 |
Weighted Average Exercise Price Outstanding and Exercisable, Ending | $ 12.52 | $ 58 |
Weighted Average Remaining Contractual Life Warrants Outstanding and Exercisable, Ending | 6 years 10 months 2 days | 8 years 5 months 1 day |
Number of Shares, Warrants Exercised | (83,579) | |
Weighted Average Exercise Price Warrants Exercised | $ 14 | |
Number of Shares, Warrants Granted | 140,829 | |
Weighted Average Exercise Price Warrants Granted | 9.41 | |
Weighted Average Remaining Contractual Life Warrants Granted | 4 years 7 months 17 days |
SCHEDULE OF ISSUANCE OF WARRA_2
SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Granted For Services Provided [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 1,000 |
Stock Price | $ 32 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 31 |
Life of Warrant | 5 years |
Measurement Input, Risk Free Interest Rate [Member] | Granted For Services Provided [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.82 |
Measurement Input, Price Volatility [Member] | Granted For Services Provided [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.69 |
Granted For Inducement Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 3,732 |
Stock Price | $ 63.25 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 62 |
Life of Warrant | 5 years |
Granted For Inducement Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.62 |
Granted For Inducement Agreement [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 187.79 |
Granted For Inducement Agreement One [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 372 |
Stock Price | $ 64.50 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 64 |
Life of Warrant | 5 years |
Granted For Inducement Agreement One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.62 |
Granted For Inducement Agreement One [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 187.85 |
Granted For Inducement Agreement Two [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 187 |
Stock Price | $ 64.50 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 64 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.62 |
Granted For Inducement Agreement Two [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 187.85 |
Granted For Inducement Agreement Three [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 374 |
Stock Price | $ 48 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 47 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Three [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.53 |
Granted For Inducement Agreement Three [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.01 |
Granted For Inducement Agreement Four [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 3,744 |
Stock Price | $ 49.10 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 48 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Four [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.56 |
Granted For Inducement Agreement Four [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188 |
Granted For Inducement Agreement Five [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 3,741 |
Stock Price | $ 44.55 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 44 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Five [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.60 |
Granted For Inducement Agreement Five [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.25 |
Granted For Inducement Agreement Six [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 6,935 |
Stock Price | $ 44.38 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 43 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Six [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.78 |
Granted For Inducement Agreement Six [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.33 |
Granted For Inducement Agreement Seven [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 13,870 |
Stock Price | $ 44.38 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 43 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Seven [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.78 |
Granted For Inducement Agreement Seven [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.33 |
Granted For Inducement Agreement Eight [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 41,609 |
Stock Price | $ 32.88 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 32 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Eight [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.85 |
Granted For Inducement Agreement Eight [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.59 |
Granted For Inducement Agreement Nine [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 693 |
Stock Price | $ 32.88 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 32 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Nine [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.85 |
Granted For Inducement Agreement Nine [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.59 |
Granted For Inducement Agreement Ten [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 8,322 |
Stock Price | $ 28 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 27 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Ten [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 2.33 |
Granted For Inducement Agreement Ten [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 194.01 |
Granted For Inducement Agreement Eleven [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 56,250 |
Stock Price | $ 6 |
Exercise Price of Warrant | 2.50 |
Warrant Grant Date Fair Value | $ 5.94 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Eleven [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 4.21 |
Granted For Inducement Agreement Eleven [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 213.54 |
COMMON STOCK WARRANTS (Details
COMMON STOCK WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
[custom:WarrantExpense] | $ 334,238 | $ 334,238 | ||
Warrant Issued [Member] | ||||
[custom:WarrantExpense] | 334,000 | |||
Interest Expense, Debt | $ 0 | $ 3,024,000 |
SCHEDULE OF NET IDENTIFIABLE AS
SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED (Details) | Sep. 30, 2022 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Liabilities assumed – legal and administrative costs | $ (1,000,000) |
Intangible assets: IPR&D | 1,240,000,000,000 |
Intellectual Property [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Common stock | 29,557 |
Common stock (anti-dilution shares, to be issued – included in other current liabilities) | 195,532 |
Direct transaction costs | 21,600 |
Total costs of the asset acquisition | 246,689 |
Liabilities assumed – legal and administrative costs | (999,728) |
Intangible assets: IPR&D | 1,245,948 |
Net identifiable assets acquired | $ 246,689 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,240,000,000,000 |
Assumed liabilities | 1,000,000 |
Purchase price | 247,000 |
Transaction costs | $ 21,600 |
Common Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of shares issued | shares | 52,023 |
Anti Dilution Shares [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of shares issued | shares | 344,159 |
Jantibody Agreement [Member] | Common Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of shares issued | shares | 52,023 |
Note 10 - Subsequent Events (De
Note 10 - Subsequent Events (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 29, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Proceeds from issuance of common stock | $ 225,001 | ||
Purchase Agreement Member | |||
Stock issued during period shares new issues | 112,500 | ||
Stock issued during period shares new issues | $ 2.50 | ||
Proceeds from issuance of common stock | $ 30,000 | ||
Common Stock [Member] | Purchase Agreement Member | |||
Stock issued during period shares new issues | 15,000 | ||
Warrant [Member] | Purchase Agreement Member | |||
Stock issued during period shares new issues | 7,250 |