Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55657 | |
Entity Registrant Name | NEUROPATHIX, INC. | |
Entity Central Index Key | 0001615999 | |
Entity Tax Identification Number | 46-2645343 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 3805 Old Easton Road | |
Entity Address, City or Town | Doylestown | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 18902 | |
City Area Code | (215) | |
Local Phone Number | 695-6559 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 87,978,445 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 51,029 | $ 21,874 |
Prepaid expenses | 10,833 | 161,000 |
Other receivables | 400 | 400 |
Total Current Assets | 62,262 | 183,274 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 81,285 | 59,266 |
Security deposits | 17,121 | 17,121 |
Total Non-Current Assets | 98,406 | 76,387 |
TOTAL ASSETS | 160,668 | 259,661 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 587,652 | 721,308 |
Payroll and related liabilities | 424,324 | 379,241 |
Loan payable | 900,000 | 950,000 |
Loan payable - related party | 42,092 | 42,092 |
Convertible notes payable, net of $65,069 debt discount | 253,931 | 198,127 |
Convertible notes payable, net of $43,014 debt discount - related party | 106,986 | |
Capital lease obligations | 12,860 | 8,471 |
Patent purchase liability | 53,135 | 53,135 |
Due to related party, net | 25,496 | 55,258 |
Derivative liabilities | 109,580 | 138,046 |
Total Current Liabilities | 2,516,056 | 2,545,678 |
LONG TERM LIABILITIES: | ||
Convertible notes payable - long term | 376,373 | 376,373 |
Convertible notes payable - long term - related party | 70,000 | |
Capital lease obligation - long term | 27,194 | 19,293 |
Patent purchase liability - long term | 204,826 | 264,826 |
Derivative liabilities - long term | 227,904 | 178,143 |
Total Long Term Liabilities | 836,297 | 908,635 |
TOTAL LIABILITIES | 3,352,353 | 3,454,313 |
Commitments and contingencies (Note 14) | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock, $0.0001 par value, 200,000,000 authorized, 87,978,445 and 77,670,908 issued and outstanding, respectively | 8,797 | 7,767 |
Additional paid-in capital | 11,912,576 | 9,830,944 |
Accumulated deficit | (15,113,058) | (13,033,363) |
TOTAL STOCKHOLDERS' DEFICIT | (3,191,685) | (3,194,652) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 160,668 | 259,661 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized | ||
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt discount current | $ 65,069 | |
Debt discount related party | $ 43,014 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 87,978,445 | 77,670,908 |
Common Stock, Shares, Outstanding | 87,978,445 | 77,670,908 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 75 | 75 |
Preferred Stock, Shares Outstanding | 75 | 75 |
Preferred Stock, Shares Issued | 75 | 75 |
Liquidation preference | $ 75,000 | $ 75,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 75 | 75 |
Preferred Stock, Shares Outstanding | 75 | 75 |
Preferred Stock, Shares Issued | 75 | 75 |
Liquidation preference | $ 75,000 | $ 75,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
NET REVENUES: | ||||
Grant revenue | $ 32,000 | |||
TOTAL NET REVENUES | 32,000 | |||
OPERATING EXPENSES: | ||||
Research and development | 76,004 | 287,665 | 204,653 | 307,392 |
General and administrative | 585,415 | 1,202,307 | 1,572,604 | 1,566,414 |
TOTAL OPERATING EXPENSES | 661,419 | 1,489,972 | 1,777,257 | 1,873,806 |
LOSS FROM OPERATIONS | (661,419) | (1,489,972) | (1,745,257) | (1,873,806) |
OTHER INCOME (EXPENSE): | ||||
Interest expense, net | (110,550) | (399,204) | (245,071) | (614,367) |
Change in fair value of derivative liabilities | 20,849 | 169,776 | (89,367) | 121,389 |
TOTAL OTHER INCOME (EXPENSE) | (89,701) | (568,980) | (334,438) | (492,978) |
NET LOSS BEFORE INCOME TAX | (751,120) | (2,058,952) | (2,079,695) | (2,366,784) |
Income tax expense | ||||
NET LOSS | $ (751,120) | $ (2,058,952) | $ (2,079,695) | $ (2,366,784) |
Loss per common share - basic and diluted | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.03) |
Weighted average common shares outstanding - basic and diluted | 87,978,445 | 74,240,141 | 85,392,456 | 74,232,600 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Series A Preferred Stocks [Member] | Series B Preferred Stocks [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 7,422 | $ 6,794,612 | $ (8,496,088) | $ (1,694,054) | ||
Beginning balance, Shares at Dec. 31, 2019 | 75 | 75 | 74,225,141 | |||
Net loss | (307,832) | (307,832) | ||||
Ending balance, value at Mar. 31, 2020 | $ 7,422 | 6,794,612 | (8,803,920) | (2,001,886) | ||
Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 75 | 75 | 74,225,141 | |||
Net loss | (2,058,952) | (2,058,952) | ||||
Issuance of common stock for acquisition of intellectual property | $ 25 | 13,225 | 13,250 | |||
Issuance of common stock for acquisition of intellectual property, shares | 25,000 | |||||
Stock based compensation | 1,182,019 | 1,182,019 | ||||
Ending balance, value at Jun. 30, 2020 | $ 7,447 | 7,989,856 | (10,862,872) | (2,865,569) | ||
Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 75 | 75 | 74,250,141 | |||
Beginning balance, value at Dec. 31, 2020 | $ 7,767 | 9,830,944 | (13,033,363) | (3,194,652) | ||
Beginning balance, Shares at Dec. 31, 2020 | 75 | 75 | 77,670,908 | |||
Net loss | (1,328,575) | (1,328,575) | ||||
Stock based compensation | 453,950 | 453,950 | ||||
Ending balance, value at Mar. 31, 2021 | $ 8,797 | 11,614,719 | (14,361,938) | (2,738,422) | ||
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 75 | 75 | 87,978,445 | |||
Issuance of common stock for cash | $ 727 | 813,030 | 813,757 | |||
Issuance of common stock for cash, Shares | 7,268,188 | |||||
Issuance of common stock for conversion of notes payable and accrued interest | $ 99 | 89,632 | 89,731 | |||
Issuance of common stock for conversion of notes payable and accrued interest, Shares | 988,069 | |||||
Issuance of common stock for services | $ 52 | 105,243 | 105,295 | |||
Issuance of common stock for services, Shares | 525,000 | |||||
Issuance of common stock in lieu of deferred compensation | $ 69 | 89,931 | 90,000 | |||
Issuance of common stock in lieu of deferred compensation, Shares | 692,308 | |||||
Issuance of common stock due to settlement of accrued expenses | $ 52 | 103,948 | 104,000 | |||
Issuance of common stock due to settlement of accrued expenses, Shares | 520,000 | |||||
Issuance of common stock for payment of patent purchase liability | $ 31 | 59,969 | 60,000 | |||
Issuance of common stock for payment of patent purchase liability, Shares | 313,972 | |||||
Reduction of derivative liability due to conversions | 68,072 | 68,072 | ||||
Net loss | (751,120) | (751,120) | ||||
Stock based compensation | 297,857 | 297,857 | ||||
Ending balance, value at Jun. 30, 2021 | $ 8,797 | $ 11,912,576 | $ (15,113,058) | $ (3,191,685) | ||
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 75 | 75 | 87,978,445 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,079,695) | $ (2,366,784) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 9,140 | 8,069 |
Amortization of debt discount | 177,790 | 136,164 |
Stock based compensation | 751,807 | 1,182,019 |
Issuance of common stock for acquisition of intellectual property | 13,250 | |
Issuance of common stock for services | 157,295 | |
Non-cash interest expense | 429,470 | |
Change in fair value of derivative liabilities | 89,367 | (121,389) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 150,167 | 6,000 |
Accounts payable and accrued expenses | (76,925) | 61,476 |
Payroll and related liabilities | 135,083 | 61,418 |
Due to related party, net | (29,762) | 14,555 |
NET CASH USED IN OPERATING ACTIVITIES | (715,733) | (575,752) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (14,622) | |
NET CASH USED IN INVESTING ACTIVITIES | (14,622) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 813,757 | |
Principal payments toward capital lease obligations | (4,247) | (3,656) |
Proceeds from loan payable | 84,200 | |
Proceeds from loan payable - related party | 150,000 | |
Proceeds from convertible notes payable | 372,150 | |
Repayment of convertible notes payable | (50,000) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 759,511 | 602,694 |
Net increase (decrease) in cash | 29,155 | 26,942 |
Cash and cash equivalents, beginning of period | 21,874 | 121,455 |
Cash and cash equivalents, end of period | 51,029 | 148,397 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 798 | |
Cash paid for taxes | ||
NON-CASH ACTIVITIES: | ||
Issuance of common stock for conversion of notes payable and accrued interest | 89,731 | |
Issuance of common stock for payment of patent purchase liability | 60,000 | |
Issuance of common stock in lieu of deferred compensation | 90,000 | |
Property and equipment financed through capital leases | 16,537 | |
Reduction of derivative liability | 68,072 | |
Settlement of accrued expenses through issuance of common stock | 52,000 | |
Debt discount upon the issuance of convertible note payable | 372,150 | |
Debt discount upon the issuance of convertible note payable - related party | $ 150,000 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | Note 1 – ORGANIZATION AND NATURE OF OPERATIONS Neuropathix, Inc. (the “Company”) was incorporated under the laws of the state of Delaware on March 25, 2013 Name Change – Neuropathix, Inc. On November 4, 2020, the Company filed an amendment to its certificate of incorporation with the Delaware Secretary of State that changed its name to Neuropathix, Inc. The Company concurrently submitted a request to FINRA for approval of the name change as well as a ticker symbol change from “KLFE” to “NPTX.” The Company’s name change and ticker symbol change was reviewed and processed by FINRA and went effective November 6, 2020. Unaudited Interim Financial Information We have prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These condensed consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2021. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with our audited financial statements and accompanying notes for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2021. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies used in the preparation of the condensed consolidated financial statements are as follows: Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. Significant Risks and Uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting intellectual property. Although there are signs that COVID-19 may begin to taper off, COVID-19 still has an impact on worldwide economic activity, and the ongoing effects of the COVID-19 pandemic has impacted (although not significantly as of June 30, 2021), and may continue to impact, certain aspects of our business such as our labor workforce, unavailability of products and supplies used in our operations, and a potential decline in value of assets held by the Company. In response to the COVID-19 pandemic, many state, local, and foreign governments have put in place restrictions in order to control the spread of the disease. Such restrictions, or the perception that further restrictions could occur, have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, travel restrictions, and cancellation or postponement of events, among other effects that impacted productivity and disrupted our operations and those of our partners, suppliers, and contractors. The COVID-19 pandemic may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our December 31, 2020 Annual Report on Form 10-K filed March 30, 2021. We may take further actions that alter our operations as may be required by federal, state, or local authorities, or which we determine are in our best interests. While some of our operations can be performed remotely, certain activities often require personnel to be on-site, and our ability to carry out these activities have been, and may continue to be negatively impacted if our employees or local personnel are not able to travel or be restricted to on-site access. In addition, for activities that may be conducted remotely, there is no guarantee that we will be as effective while working remotely because our team is dispersed and many employees and their families have been negatively affected, mentally or physically, by the COVID-19 pandemic. Decreased effectiveness and availability of our team could harm our business. In addition, we may decide to postpone or cancel planned investments in our business in response to changes in our business as a result of the spread of COVID-19, which may impact our rate of innovation, and may impact the start and/or completion of our studies and/or clinical trials, either of which could harm our business. We do not yet know the full extent of potential delays or impacts on our business, operations, or the global economy as a whole. While there have recently been vaccines developed and administered, and certain government orders and restrictions in particular cities, counties, and states have been lifted as the spread of COVID-19 starts to get contained and mitigated, we cannot predict the timing of the vaccine roll-out globally or the efficacy of such vaccines, and we do not yet know how businesses, contractors, suppliers, or our partners will operate in a post COVID-19 environment, especially if additional or supplemental governmental orders, limitations, and restrictions are reinstated. There may be additional costs or impacts to our business and operations. In addition, there is no guarantee that a future outbreak of this or any other widespread epidemics will not occur, or that the global economy will recover, either of which could harm our business. Furthermore, while the potential impact and duration of the COVID-19 pandemic on the economy and our business in particular may be difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, and may reduce our ability to access additional capital, which could negatively affect our liquidity in the future. Use of Estimates The preparation of consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. Significant matters requiring the use of estimates and assumptions include, but are not necessarily limited to, establishing the fair value of marketable securities and periodically evaluating marketable securities for potential impairment, fair value of the Company’s stock, stock-based compensation, valuation of derivative liabilities and valuation allowance relating to the Company’s deferred tax assets. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. Net Loss per Share Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing income for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. The weighted average number of common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, was 29,957,287 5,969,630 Research and Development In accordance with FASB ASC 730, Research and Development 76,004 287,665 204,653 307,392 Stock Based Compensation The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”), prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense, which is included in the general and administrative expense in the consolidated financial statements based on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Recently Issued Authoritative Guidance In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect of adopting ASU 2016-13 will have on the Company’s consolidated financial statements. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | Note 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS The Company’s condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying condensed consolidated financial statements, the Company has had a net loss from operations of $ 1,745,257 1,873,806 15,113,058 In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management plans to raise additional capital through the sale of convertible debt securities offering. However, there are no assurances that such additional funding will be achieved or that management’s plans will be successful. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | Note 4 – FAIR VALUE MEASUREMENTS The Company follows FASB ASC 820, Fair Value Measurements and Disclosures Level 1 - Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 - Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 - Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts reported in the Company’s condensed consolidated financial statements for cash, accounts payable and accrued expenses approximate their fair value because of the immediate or short-term nature of these financial instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. The following table presents liabilities that are measured and recognized at fair value as of June 30, 2021 and December 31, 2020, on a recurring basis: Fair Value, Liabilities Measured on Recurring Basis June 30, 2021 Level 1 Level 2 Level 3 Total Carrying Value Derivative liabilities $ — $ — 337,484 $ 337,484 December 31, 2020 Level 1 Level 2 Level 3 Total Carrying Value Derivative liabilities $ — $ — 316,189 $ 316,189 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at June 30, 2021 and December 31, 2020 consisted of the following: Accounts payable and accrued expenses June 30, 2021 December 31, 2020 Accounts payable and accrued expenses $ 346,318 $ 538,527 Accrued interest 241,334 182,781 Totals $ 587,652 $ 721,308 |
PAYROLL AND RELATED LIABILITIES
PAYROLL AND RELATED LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
PAYROLL AND RELATED LIABILITIES | NOTE 6 – PAYROLL AND RELATED LIABILITIES Payroll and related liabilities at June 30, 2021 and December 31, 2020 consisted of the following: Schedule of Payroll and Related Liabilities June 30, 2021 December 31, 2020 Payroll $ 181,555 $ 149,704 Payroll taxes 242,769 229,537 Totals $ 424,324 $ 379,241 As of June 30, 2021, the Company has accrued payroll and payroll taxes in connection with salaries paid and accrued to four officers of the Company which includes $ 120,000 accrued for the CEO, and $ 12,500 accrued for executive management. As of December 31, 2020, the Company has accrued payroll and payroll taxes in connection with salaries paid and accrued to four officers of the Company which includes $ 100,000 accrued for the CEO, and $ 12,500 accrued for executive management. |
LOAN PAYABLE
LOAN PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | NOTE 7 – LOAN PAYABLE Schedule of Loans Payable June 30, 2021 December 31, 2020 Loan payable at 8 December 31, 2021 * $ 850,000 $ 850,000 Loan payable at 1 June 11, 2021 * 50,000 100,000 Total 900,000 950,000 Less: short term loans 900,000 — Total long-term loans $ — $ 950,000 * - unsecured note Total interest expense on notes payable, amounted to $ 16,767 12,369 33,534 24,599 161,359 127,825 |
LOAN PAYABLE _ RELATED PARTY
LOAN PAYABLE – RELATED PARTY | 6 Months Ended |
Jun. 30, 2021 | |
Loan Payable Related Party | |
LOAN PAYABLE – RELATED PARTY | NOTE 8 – LOAN PAYABLE – RELATED PARTY Prior to the share exchange agreement, the Company borrowed $ 25,822 March 31, 2022 16,270 42,092 The loans represent working capital advances from shareholders, bear interest at 0.5 226 |
CAPITAL LEASE OBLIGATIONS
CAPITAL LEASE OBLIGATIONS | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
CAPITAL LEASE OBLIGATIONS | NOTE 9 – CAPITAL LEASE OBLIGATIONS In September 2019, the Company entered into a lease agreement with Thermo Fisher Scientific to acquire equipment with 48 941 12 23,653 22,457 In March 2021, the Company entered into another lease agreement with Thermo Fisher Scientific to acquire equipment with 36 699 13 11,983 23,404 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 10 – CONVERTIBLE NOTES PAYABLE Prior to the Share Exchange, the Company issued a convertible note to an investor, face value of $ 500,000 500,000 3 February 16, 2030 0.10 1,500,000 123,627 26,373 In December 2019, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Company agreed to sell to the investor a $ 100,000 8 (a) elects to repay the Note, it must do so at a premium of one hundred and twenty five percent (125%) of the face amount of the Note, together with all unpaid and accrued interest to the date of repayment. (b) elects to involuntarily exercise conversion of this Note to the Holder, the Company must provide written notice to the Holder along with an executed copy of the Company’s Notice of Conversion, specifying that the Note shall be converted into shares of the Company’s Common Stock based upon at an effective conversion price of 75% of the average closing price of the Company’s common stock on the fifteen days prior to conversion. The embedded conversion feature of this Note was deemed to require bifurcation and liability classification, at fair value. Pursuant to the Securities Purchase Agreement, the Company also sold warrants to the investors to purchase up to an aggregate of 100,000 On March 12, 2020, the Company entered into securities purchase agreements with two different accredited investors (each an “Investor”, and together the “Investors”) pursuant to which each Investor purchased an 8% unsecured convertible promissory note (each a “8% Note”, and together the “8% Notes”) from the Company. The terms and conditions of each of the 8% Notes are substantially the same. Each 8% Note has a principal amount of $ 105,000 5,000 100,000 March 12, 2021 8 988,069 85,000 4,731 14,000 On June 8, 2020, the Company entered into a securities purchase agreement, dated as of June 2, 2020 (the “Purchase Agreement”), with an accredited investor pursuant to which the investor purchased a 12% unsecured convertible promissory note (the “12% Note”) from the Company. The 12 165,000 9,000 156,000 52,000 All principal amounts and the interest thereon are convertible into shares of the Company’s common stock at the option of the Investor, after six (6) months from the date of the 12% Note. All closings occurred following the satisfaction of customary closing conditions. The 12% Note is convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of the lesser of (i) 68% multiplied by the lowest Trading Price (representing a discount rate of 32%) during the previous fifteen (15) trading day period ending on the latest complete trading day prior to the date of the 12% Note or (ii) the Variable Conversion Price. In connection with the Purchase Agreement and the 12% Note, the Company issued a common stock purchase warrant to purchase 36,666 0.75 On June 23, 2020, the Company entered into a securities purchase agreement, dated as of June 19, 2020, with an accredited investor pursuant to which the investor purchased a 12 150,000 20,750 June 19, 2021 25,000 115,385 1.30 1,696,838 Total interest expense on convertible notes payable, inclusive of amortization of debt discount of $ 59,110 73,562 70,363 80,912 140,804 103,151 164,554 113,434 Total accrued interest on convertible notes payable, as of June 30, 2021 and December 31, 2020, was $ 32,860 26,105 |
CONVERTIBLE NOTES PAYABLE _ REL
CONVERTIBLE NOTES PAYABLE – RELATED PARTY | 6 Months Ended |
Jun. 30, 2021 | |
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Abstract] | |
CONVERTIBLE NOTES PAYABLE – RELATED PARTY | NOTE 11 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY In January 2020, the Company sold an additional $ 100,000 100,000 In February 2020, the Company sold an additional $ 50,000 50,000 Total interest expense on convertible notes payable – related party, inclusive of amortization of debt discount of $ 18,493 and $ 73,562 , amounted to $ 21,493 and $ 80,912 for the three months ended June 30, 2021 and 2020, respectively. Total interest expense on convertible notes payable – related party, inclusive of amortization of debt discount of $ 36,986 and $ 103,151 , amounted to $ 42,986 and $ 113,434 for the six months ended June 30, 2021 and 2020, respectively. Total accrued interest on convertible notes payable – related party, as of June 30, 2021 and December 31, 2020, was $ 17,178 11,178 The following is a schedule by year of future debt payments at June 30, 2021. Schedule of future debt payments Year Ending December 31, Loan payable Loan payable - related party Convertible notes payable Convertible notes payable - related party Total 2021 – remainder of the year $ 900,000 $ 42,092 $ 319,000 $ 100,000 $ 1,361,092 2022 — — — 50,000 50,000 2023 — — — — — 2024 — — — — — 2025 — — — — — Thereafter — — $ 376,373 — 376,373 Total $ 900,000 $ 42,092 $ 695,373 $ 150,000 $ 1,787,465 |
PATENT PURCHASE LIABILITY
PATENT PURCHASE LIABILITY | 6 Months Ended |
Jun. 30, 2021 | |
Patent Purchase Liability | |
PATENT PURCHASE LIABILITY | NOTE 12 – PATENT PURCHASE LIABILITY On December 17, 2020, the Company entered into an Intellectual Property Rights Purchase and Transfer Agreement (the “IP Purchase Agreement”) by and between Advanced Neural Dynamics (“AND”), Fox Chase, Dr. Douglas Brenneman (“Brenneman”) and the Company to acquire the IP Rights and concurrently entered into a Pharmaceutical Royalty Agreement with AND and Fox Chase. Pursuant to the IP Purchase Agreement, the Company acquired the IP Assets for a $ 570,000 • 1,000,000 0.27 270,000 • $ 300,000 0.30 0.60 In addition, AND/Brenneman shall receive cash payments of $15,000 annually, payable in quarterly installments to offset against tax payments, netted out against actual tax costs incurred. In the event such payments are not made, there will be a 10% penalty assessed on said late tax offset payment. The liabilities from the IP purchase agreement are recognized at the commencement date based on the present value of remaining payments over the payment term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. The Company’s IP purchase agreement does not provide an implicit rate that can readily be determined. Therefore, the Company uses an 8% discount rate based on our incremental borrowing rate, which is determined using the average interest rate of our long-term debt as of December 17, 2020. Schedule of patent purchase Maturity of Patent Purchase Liability Year Ending December 31, 2021 - remainder of the year $ 7,500 2022 75,000 2023 75,000 2024 75,000 2025 75,000 Total undiscounted payments 315,000 Less: Imputed interest (57,038 ) Present value of Patent Purchase liabilities $ 250,562 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | NOTE 13 – DERIVATIVE LIABILITIES The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. In addition, the Company issued warrants with variable conversion provisions. The conversion terms of the convertible notes and warrants are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date. Based on the various convertible notes described in Note 10 and 11, the fair value of applicable derivative liabilities on notes, warrants and change in fair value of derivative liability are as follows for the six months ended June 30, 2021: Schedule of Derivative Liabilities Derivative Liability - Convertible Notes Derivative Liability - Warrants Total Balance as of December 31, 2020 $ 153,140 $ 163,049 $ 316,189 Additions during the period — — — Change in fair value 24,512 64,855 89,367 Change due to exercise / redemptions (68,072 ) — (68,072 ) Balance as of June 30, 2021 $ 109,580 $ 227,904 $ 337,484 The fair value of the derivative liability – convertible notes is estimated using a Monte Carlo pricing model with the following assumptions: Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock $ 0.11 0.12 Expected volatility 92.8 93.1 % Expected term (in years) 0.00 – 0.59 Risk-free interest rate 0.00 % The fair value of the derivative liability – warrants is estimated using a Monte Carlo pricing model with the following assumptions: Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock $ 0.11 0.12 Expected volatility 83.8 108.9 % Expected term (in years) 1.48 3.97 Risk-free interest rate 0.00 % |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time the Company may get involved in legal proceedings arising in the ordinary course of business. Other than as set forth in “Legal Proceedings” in Part II below, the Company believes there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on its results of operations or financial condition. Occupancy Leases On April 1, 2014, the Company entered into a one year lease arrangement for office space, with the option to renew the lease annually. The lease has been renewed through April 2022. The monthly rent payment is $ 5,600 15,000 On September 15, 2015, we entered into a one year lease arrangement for additional office space, the lease has been renewed is currently scheduled to expire on September 30, 2021. The monthly rent payment is $ 359 183 On July 1, 2018, we entered into a one year lease arrangement for additional office space, with the option to renew the lease annually. On September 1, 2018, we subleased this office space to a third party. The subleasee will pay 50% of the rent until expiration of lease on June 30, 2021. The monthly rent payment is $ 2,723 2,121 Royalties On December 17, 2020, the Company entered into an Intellectual Property Rights Purchase and Transfer Agreement by and between AND, Fox Chase, Brenneman and the Company to acquire the IP Rights and concurrently entered into the “Royalty Agreement with AND and Fox Chase. Pursuant to the Royalty Agreement, the following royalties and license fees are payable to Fox Chase and AND as well: • 1% royalties on net sales up to $500,000 per year per participant (for an aggregate maximum of 2% and up to $1,000,000); • 1% upfront sublicense fees per participant; and • 1% reversion rights to each participant (for 2% aggregate), which rights include future milestone payments. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 15 – STOCKHOLDERS’ DEFICIT Series A Preferred Stock Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series A Preferred Stock. Each share of the Series A Preferred Stock is entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s common stock. The holders of a majority of the Series A Preferred Stock are entitled to elect up to four (4) directors to the Company’s board of directors and have preferential rights in regard to the election of Series A directors. In all other voting matters, the holders of Series A Preferred Stock are entitled to cast 1,000 votes per share. Series B Preferred Stock Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series B Preferred Stock. Each share of the Series B Preferred Stock is entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s common stock. The holders of a majority of the Series B Preferred Stock are entitled to elect up to three (3) directors to the Company’s board of directors and have preferential rights in regard to the election of Series B directors. In all other voting matters, the holders of Series B Preferred Stock are entitled to cast 1,000 votes per share. Common Stock The Company is authorized to issue 200,000,000 0.0001 All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company, subject to the rights of the preferred stockholders. Equity Purchase Agreement with Cross & Company On September 18, 2020, the Company entered into an Equity Purchase Agreement with Cross and Company. We have the right to “put,” or sell, up to 8,108,108 shares of our common stock to Cross. Unless terminated earlier, Cross’s purchase commitment will automatically terminate on the earlier of the date on which Cross shall have purchased shares pursuant to the Equity Purchase Agreement for an aggregate purchase price of $6,000,000 or September 18, 2023. The purchase price per share is calculated at a fifteen percent discount of the lowest trading price of the Company’s common stock during the ten days after Cross and Co. receives the shares. On January 4, 2021, the Company issued 109,098 10,000 272 On January 12, 2021, the Company issued 175,000 On January 13, 2021, the Company issued 117,609 10,000 and $ 97 On January 14, 2021, the Company sold 258,559 0.11 28,571 On January 15, 2021, the Company issued 29,167 0.23 On January 15, 2021, the Company issued 313,972 shares of common stock at the price of $0.19 per share for the purchase of intellectual property based on a five year installment sale. This compensation is included in research and development on the consolidated statement of operations. The issuance was an error and was intended, as per agreement to be 200,000 shares at the floor price of $.30 per share. The Company and the recipient have discussed the cancellation of 113,972 shares which will occur in the second quarter of 2021. On January 28, 2021, the Company sold 388,583 0.13 51,410 On February 1, 2021, the Company issued 517,674 45,000 and $ 162 On February 10, 2021, the Company issued 243,688 20,000 and $ 4,200 0.10 On February 10, 2021, the Company issued 697,714 for a total purchase price of $ 121,577 On February 10, 2021, the Company issued 3,500,000 On February 22, 2021, the Company issued 715,893 0.16 115,617 On February 26, 2021, the Company issued 1,050,045 0.09 90,146 O n March 2, 2021, the Company issued 520,000 0.10 On March 4, 2021, the Company issued 320,833 0.23 On March 12, 2021, the Company issued its CEO 692,308 90,000 On March 25, 2021, the Company issued 657,394 56,437 Stock Options On May 4, 2020, the Company granted options to purchase 6,050,000 0.57 10 3,152,050 On May 18, 2020, the Company granted options to purchase 75,000 0.51 10 34,260 On September 14, 2020 and December 24, 2020, the Company granted options to purchase 250,000 0.84 0.20 10 180,950 On September 23, 2020, the Company granted options to purchase 200,000 0.80 10 109,060 On December 28, 2020, the Company granted options to purchase 200,000 0.18 10 26,720 On March 12, 2021, the Company granted options to purchase 7,350,000 0.13 10 732,795 On March 12, 2021, the Company granted options to purchase 200,000 0.13 2 19,940 On April 2, 2021, the Company granted options to purchase 75,000 shares of common stock at a price of $0.16 per share to a consultant and are exercisable for ten years. One quarter of these options vest on the grant day, and the remainder of the options vest equally over twelve (12) months. These options were valued at $9,000 using a Black-Scholes Options Pricing Model. The remaining expense outstanding through March 12, 2024 is $ 1,790,369 For the six months ended June 30, 2021 and 2020, the Company recorded $ 751,807 1,182,019 The fair value of the options is estimated using a Black-Scholes Options Pricing Model with the following assumptions: Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock on issuance date $ 0.13 0.84 Exercise price $ 0.13 2.00 Expected volatility 86 138 % Expected term (in years) 5.50 6.50 Risk-free interest rate 0.64 1.73 % Expected dividend yields — On August 14, 2019, the Board authorized the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our company and certain of its affiliates and to enable our company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success. Our 2019 Plan allows for the grant of a variety of equity vehicles to provide flexibility in implementing equity awards, including incentive stock options, non-qualified stock options, restricted stock grants, unrestricted stock grants and restricted stock units. There were initially 7,500,000 On May 4, 2020, the Company amended its 2019 Plan to increase the number of shares of Company common stock authorized for issuance thereunder to 11,500,000 shares. On March 12, 2021, the Company executed a second amendment to the 2019 Plan to (i) replace all references to “Kannalife, Inc.,” the Company’s former name, to “Neuropathix, Inc.,” and (ii) increase the number of shares of Company common stock authorized for issuance thereunder 20,000,000 shares (the “Second Plan Amendment”). The Second Plan Amendment was approved by the Company’s Board of Directors on March 12, 2021. The Second Plan Amendment remains subject to shareholder approval, which the Company shall undertake to obtain as soon as reasonably practicable, but in no event later than one year from the amendment date. In the event that the Company does not obtain the requisite shareholder approval of the Second Plan Amendment within one year, the Second Plan Amendment shall not be effective. As of June 30, 2021, there were 13,000,000 The following is a summary of outstanding and exercisable options: Schedule of outstanding and exercisable options Numbers of Options Weighted Avg Exercise Price Weighted Avg Remaining Years Outstanding as of December 31, 2020 7,125,000 $ 0.58 9.90 Granted 7,625,000 0.13 9.95 Exercised — — — Forfeited — — — Expired — — — Outstanding as of June 30, 2021 14,750,000 $ 0.35 9.27 Outstanding as of June 30, 2021, vested 6,918,750 $ 0.44 9.07 Warrants In January and February 2020, the Company entered into a Securities Purchase Agreement with investors pursuant to which the Company agreed to sell the investors a $ 100,000 50,000 8 100,000 50,000 3 On June 8, 2020, the Company entered into a Securities Purchase Agreement, dated as of June 2, 2020 (the “Purchase Agreement”) with an accredited investor pursuant to which the investor purchased a 12% unsecured convertible promissory note (the “12% Note”) from the Company. In connection with the Purchase Agreement and the 12 36,666 3 On June 23, 2020, the Company entered into a Securities Purchase Agreement, dated as of June 19, 2020 with an accredited investor pursuant to which the Investor purchased a 12 115,385 1.30 0.09 1,696,838 On February 10, 2021, the Company entered into a letter agreement with Lyons Capital, pursuant to which the Company agreed to issue and sell 3,500,000 shares of the Company’s common stock, par value $ 0.0001 3,500,000 1,207,500 The following is a summary of outstanding and exercisable warrants: Schedule of outstanding and exercisable warrants Number of Shares Weighted Average Exercise Price Balance at December 31, 2020 1,289,343 $ 0.18 Issued 4,194,161 0.22 Expired — — Balance at June 30, 2021 5,483,504 $ 0.19 At June 30, 2021, 5,483,504 62,618 4.26 Amendment to Registration Statement On September 22, 2020, the Company filed a registration statement with the SEC on Form S-1 (File No. 333-248966) (the “Registration Statement”) covering the resale of up to 8,108,108 shares of the Company’s common stock, par value $0.0001 per share, that the selling stockholder identified in the Registration Statement may acquire pursuant to that Equity Purchase Agreement by and between the Company and Cross & Company, dated September 18, 2020. The Registration Statement was originally declared effective by the SEC on October 2, 2020. On June 23, 2021, the Company filed a Post-Effective Amendment No. 1 to the Registration Statement (the “Post-Effective Amendment”) in order to (i) include information from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 30, 2021, and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which was filed with the SEC on May 13, 2021; (ii) incorporate by reference all future filings that the Company makes with the SEC under Sections 13(a), 13(c), 14 or 15 of the Securities Exchange Act of 1934, as amended, subsequent to the filing date of the Post-Effective Amendment until the termination of the offering of the securities made under the prospectus therein (excluding any documents or information or portions of such documents that are deemed to be furnished and not filed with the SEC); and (iii) update certain other information in the Registration Statement. No additional securities were registered under the Post-Effective Amendment. Accordingly, the Post-Effective Amendment covers only resales from time to time by the selling stockholder of up to 8,108,108 shares of the Company’s common stock registered under the Registration Statement. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16 – RELATED PARTY TRANSACTIONS The Company’s Chief Executive Officer (“CEO”) shares the use of the leased office space for personal living quarters. The CEO reimburses the Company for 50% of the monthly rent, or $ 2,800 As of June 30, 2021, the Company owes the CEO $ 160,000 25,496 During the six months ended June 30, 2021, the Company repaid $ 40,000 On March 12, 2021, the Company issued its CEO 692,308 90,000 In May 2021, the Company repaid $ 10,000 See Notes 8, 11, 14, and 17 for additional related party transactions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS On July 13, 2021, the Company granted options to purchase 250,000 0.12 On July 7, 2021, the company put 250,000 shares of its common stock to Cross & Company with net proceeds of $8,287.50. On July 26, 2021, Cross & Company exercised its right of offset under the promissory note agreement with the Company. After the effect of the offset, the promissory note has a remaining balance of $91,712.50 with a maturity date of July 26, 2023. The note bears interest at a rate of 0.25% per annum. On July 28, 2021, the Company agreed to convert $90,000 of Dean Petkanas’ accrued salary to 1,875,000 shares at a market closing price of $0.048 per share. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting intellectual property. Although there are signs that COVID-19 may begin to taper off, COVID-19 still has an impact on worldwide economic activity, and the ongoing effects of the COVID-19 pandemic has impacted (although not significantly as of June 30, 2021), and may continue to impact, certain aspects of our business such as our labor workforce, unavailability of products and supplies used in our operations, and a potential decline in value of assets held by the Company. In response to the COVID-19 pandemic, many state, local, and foreign governments have put in place restrictions in order to control the spread of the disease. Such restrictions, or the perception that further restrictions could occur, have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, travel restrictions, and cancellation or postponement of events, among other effects that impacted productivity and disrupted our operations and those of our partners, suppliers, and contractors. The COVID-19 pandemic may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our December 31, 2020 Annual Report on Form 10-K filed March 30, 2021. We may take further actions that alter our operations as may be required by federal, state, or local authorities, or which we determine are in our best interests. While some of our operations can be performed remotely, certain activities often require personnel to be on-site, and our ability to carry out these activities have been, and may continue to be negatively impacted if our employees or local personnel are not able to travel or be restricted to on-site access. In addition, for activities that may be conducted remotely, there is no guarantee that we will be as effective while working remotely because our team is dispersed and many employees and their families have been negatively affected, mentally or physically, by the COVID-19 pandemic. Decreased effectiveness and availability of our team could harm our business. In addition, we may decide to postpone or cancel planned investments in our business in response to changes in our business as a result of the spread of COVID-19, which may impact our rate of innovation, and may impact the start and/or completion of our studies and/or clinical trials, either of which could harm our business. We do not yet know the full extent of potential delays or impacts on our business, operations, or the global economy as a whole. While there have recently been vaccines developed and administered, and certain government orders and restrictions in particular cities, counties, and states have been lifted as the spread of COVID-19 starts to get contained and mitigated, we cannot predict the timing of the vaccine roll-out globally or the efficacy of such vaccines, and we do not yet know how businesses, contractors, suppliers, or our partners will operate in a post COVID-19 environment, especially if additional or supplemental governmental orders, limitations, and restrictions are reinstated. There may be additional costs or impacts to our business and operations. In addition, there is no guarantee that a future outbreak of this or any other widespread epidemics will not occur, or that the global economy will recover, either of which could harm our business. Furthermore, while the potential impact and duration of the COVID-19 pandemic on the economy and our business in particular may be difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, and may reduce our ability to access additional capital, which could negatively affect our liquidity in the future. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. Significant matters requiring the use of estimates and assumptions include, but are not necessarily limited to, establishing the fair value of marketable securities and periodically evaluating marketable securities for potential impairment, fair value of the Company’s stock, stock-based compensation, valuation of derivative liabilities and valuation allowance relating to the Company’s deferred tax assets. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing income for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. The weighted average number of common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, was 29,957,287 5,969,630 |
Research and Development | Research and Development In accordance with FASB ASC 730, Research and Development 76,004 287,665 204,653 307,392 Stock Based Compensation The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”), prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense, which is included in the general and administrative expense in the consolidated financial statements based on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). |
Recently Issued Authoritative Guidance | Recently Issued Authoritative Guidance In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect of adopting ASU 2016-13 will have on the Company’s consolidated financial statements. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | Fair Value, Liabilities Measured on Recurring Basis June 30, 2021 Level 1 Level 2 Level 3 Total Carrying Value Derivative liabilities $ — $ — 337,484 $ 337,484 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued expenses | Accounts payable and accrued expenses June 30, 2021 December 31, 2020 Accounts payable and accrued expenses $ 346,318 $ 538,527 Accrued interest 241,334 182,781 Totals $ 587,652 $ 721,308 |
PAYROLL AND RELATED LIABILITI_2
PAYROLL AND RELATED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Payroll and Related Liabilities | Schedule of Payroll and Related Liabilities June 30, 2021 December 31, 2020 Payroll $ 181,555 $ 149,704 Payroll taxes 242,769 229,537 Totals $ 424,324 $ 379,241 |
LOAN PAYABLE (Tables)
LOAN PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | Schedule of Loans Payable June 30, 2021 December 31, 2020 Loan payable at 8 December 31, 2021 * $ 850,000 $ 850,000 Loan payable at 1 June 11, 2021 * 50,000 100,000 Total 900,000 950,000 Less: short term loans 900,000 — Total long-term loans $ — $ 950,000 * - unsecured note |
CONVERTIBLE NOTES PAYABLE _ R_2
CONVERTIBLE NOTES PAYABLE – RELATED PARTY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Abstract] | |
Schedule of future debt payments | Schedule of future debt payments Year Ending December 31, Loan payable Loan payable - related party Convertible notes payable Convertible notes payable - related party Total 2021 – remainder of the year $ 900,000 $ 42,092 $ 319,000 $ 100,000 $ 1,361,092 2022 — — — 50,000 50,000 2023 — — — — — 2024 — — — — — 2025 — — — — — Thereafter — — $ 376,373 — 376,373 Total $ 900,000 $ 42,092 $ 695,373 $ 150,000 $ 1,787,465 |
PATENT PURCHASE LIABILITY (Tabl
PATENT PURCHASE LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Patent Purchase Liability | |
Schedule of patent purchase | Schedule of patent purchase Maturity of Patent Purchase Liability Year Ending December 31, 2021 - remainder of the year $ 7,500 2022 75,000 2023 75,000 2024 75,000 2025 75,000 Total undiscounted payments 315,000 Less: Imputed interest (57,038 ) Present value of Patent Purchase liabilities $ 250,562 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
Schedule of Derivative Liabilities | Schedule of Derivative Liabilities Derivative Liability - Convertible Notes Derivative Liability - Warrants Total Balance as of December 31, 2020 $ 153,140 $ 163,049 $ 316,189 Additions during the period — — — Change in fair value 24,512 64,855 89,367 Change due to exercise / redemptions (68,072 ) — (68,072 ) Balance as of June 30, 2021 $ 109,580 $ 227,904 $ 337,484 |
Schedule of share-based payment award, stock options, valuation assumptions | Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock on issuance date $ 0.13 0.84 Exercise price $ 0.13 2.00 Expected volatility 86 138 % Expected term (in years) 5.50 6.50 Risk-free interest rate 0.64 1.73 % Expected dividend yields — |
Warrant [Member] | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
Schedule of share-based payment award, stock options, valuation assumptions | Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock $ 0.11 0.12 Expected volatility 83.8 108.9 % Expected term (in years) 1.48 3.97 Risk-free interest rate 0.00 % |
Convertible Notes [Member] | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
Schedule of share-based payment award, stock options, valuation assumptions | Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock $ 0.11 0.12 Expected volatility 92.8 93.1 % Expected term (in years) 0.00 – 0.59 Risk-free interest rate 0.00 % |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of share-based payment award, stock options, valuation assumptions | Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock on issuance date $ 0.13 0.84 Exercise price $ 0.13 2.00 Expected volatility 86 138 % Expected term (in years) 5.50 6.50 Risk-free interest rate 0.64 1.73 % Expected dividend yields — |
Schedule of outstanding and exercisable options | Schedule of outstanding and exercisable options Numbers of Options Weighted Avg Exercise Price Weighted Avg Remaining Years Outstanding as of December 31, 2020 7,125,000 $ 0.58 9.90 Granted 7,625,000 0.13 9.95 Exercised — — — Forfeited — — — Expired — — — Outstanding as of June 30, 2021 14,750,000 $ 0.35 9.27 Outstanding as of June 30, 2021, vested 6,918,750 $ 0.44 9.07 |
Schedule of outstanding and exercisable warrants | Schedule of outstanding and exercisable warrants Number of Shares Weighted Average Exercise Price Balance at December 31, 2020 1,289,343 $ 0.18 Issued 4,194,161 0.22 Expired — — Balance at June 30, 2021 5,483,504 $ 0.19 |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Date of Incorporation | Mar. 25, 2013 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Weighted average number of common stock, anti-dilutive | 29,957,287 | 5,969,630 | ||
Research and Development | $ 76,004 | $ 287,665 | $ 204,653 | $ 307,392 |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss from operations | $ 661,419 | $ 1,489,972 | $ 1,745,257 | $ 1,873,806 | |
Accumulated deficit | $ 15,113,058 | $ 15,113,058 | $ 13,033,363 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 337,484 | $ 316,189 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 337,484 | 316,189 |
Fair Value, Inputs, Level 1, 2 and 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 337,484 | $ 316,189 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 346,318 | $ 538,527 |
Accrued interest | 241,334 | 182,781 |
Totals | $ 587,652 | $ 721,308 |
PAYROLL AND RELATED LIABILITI_3
PAYROLL AND RELATED LIABILITIES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Payroll | $ 181,555 | $ 149,704 |
Payroll taxes | 242,769 | 229,537 |
Totals | $ 424,324 | $ 379,241 |
PAYROLL AND RELATED LIABILITI_4
PAYROLL AND RELATED LIABILITIES (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Accrued Payroll Taxes, Current | $ 242,769 | $ 229,537 |
Chief Executive Officer [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Accrued Payroll Taxes, Current | 120,000 | 100,000 |
Director [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Accrued Payroll Taxes, Current | $ 12,500 | $ 12,500 |
LOAN PAYABLE (Details)
LOAN PAYABLE (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Debt Instrument, interest rate | 0.50% | ||
Debt instrument, maturity date | Mar. 31, 2022 | ||
Total | $ 900,000 | $ 950,000 | |
Less: short term loans | 900,000 | ||
Total long-term loans | 950,000 | ||
Loans Payable One [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, interest rate | 8.00% | 8.00% | |
Debt instrument, maturity date | Dec. 31, 2021 | Dec. 31, 2021 | |
Total | $ 850,000 | 850,000 | |
Loans Payable Two [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, interest rate | 1.00% | 1.00% | |
Debt instrument, maturity date | Jun. 11, 2021 | Jun. 11, 2021 | |
Total | $ 50,000 | $ 100,000 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||||
Interest expense | $ 16,767 | $ 12,369 | $ 33,534 | $ 24,599 | |
Accrued interest | $ 161,359 | $ 161,359 | $ 127,825 |
LOAN PAYABLE _ RELATED PARTY (D
LOAN PAYABLE – RELATED PARTY (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Maturity date | Mar. 31, 2022 | |
Advanced from related party | $ 25,496 | $ 55,258 |
Interest rate | 0.50% | |
Related Party Promissory Note [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Note payable, related party | $ 25,822 | |
Advanced from related party | 16,270 | |
Working capital | 42,092 | |
Accrued interest, related party note | $ 226 | $ 226 |
CAPITAL LEASE OBLIGATIONS (Deta
CAPITAL LEASE OBLIGATIONS (Details Narrative) - USD ($) | 1 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2019 | Jun. 30, 2021 | |
Thermo Fisher Scientific [Member] | |||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||
Frequency period | 48 | ||
Monthly payment | $ 941 | ||
Effective interest rate | 12.00% | ||
Capital Lease Obligations | $ 23,653 | ||
Equipment with carrying value | $ 22,457 | ||
Thermo Fisher Scientific 2 [Member] | |||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||
Frequency period | 36 | ||
Monthly payment | $ 699 | ||
Effective interest rate | 13.00% | ||
Capital Lease Obligations | $ 11,983 | ||
Equipment with carrying value | $ 23,404 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Jan. 14, 2021 | Jun. 08, 2020 | Feb. 10, 2021 | Jan. 28, 2021 | Jun. 23, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Feb. 26, 2021 | Feb. 22, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Mar. 12, 2020 | Sep. 26, 2019 | Jul. 24, 2015 |
Schedule of Capitalization, Long-term Debt [Line Items] | ||||||||||||||||||||
Convertible debt | $ 106,986 | $ 106,986 | ||||||||||||||||||
Common stock issued | 87,978,445 | 87,978,445 | 77,670,908 | |||||||||||||||||
Number of warrants sold | 28,571 | 697,714 | 388,583 | 1,050,045 | 715,893 | 657,394 | ||||||||||||||
Interest rate | 0.50% | |||||||||||||||||||
Proceeds from sale of warrants | $ 51,410 | $ 56,437 | ||||||||||||||||||
Debt discount | $ 43,014 | $ 43,014 | ||||||||||||||||||
Amortization of debt discount | $ 177,790 | $ 136,164 | ||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | ||||||||||||||||||||
Number of warrants sold | 36,666 | 115,385 | 50,000 | 100,000 | 100,000 | 1,696,838 | ||||||||||||||
Interest rate | 12.00% | 12.00% | 8.00% | 8.00% | 8.00% | |||||||||||||||
Proceeds from sale of warrants | $ 50,000 | $ 100,000 | $ 100,000 | |||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | ||||||||||||||||||||
Principal amount | $ 500,000 | |||||||||||||||||||
Convertible debt | $ 500,000 | |||||||||||||||||||
Interest rate | 3.00% | |||||||||||||||||||
Maturity date | Feb. 16, 2030 | |||||||||||||||||||
Convertible price per share | $ 0.10 | |||||||||||||||||||
Common stock issued | 1,500,000 | |||||||||||||||||||
Value of notes converted | $ 123,627 | |||||||||||||||||||
Accrued interest | 32,860 | $ 32,860 | $ 26,105 | $ 26,373 | ||||||||||||||||
Interest expense | 59,110 | $ 73,562 | 140,804 | 103,151 | ||||||||||||||||
Amortization of debt discount | 70,363 | $ 80,912 | 164,554 | $ 113,434 | ||||||||||||||||
N 8 Notes [Member] | ||||||||||||||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | ||||||||||||||||||||
Principal amount | $ 105,000 | |||||||||||||||||||
Convertible debt | $ 14,000 | $ 14,000 | ||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||
Maturity date | Mar. 12, 2021 | |||||||||||||||||||
Common stock issued | 988,069 | 988,069 | ||||||||||||||||||
Value of notes converted | $ 85,000 | $ 85,000 | ||||||||||||||||||
Accrued interest | $ 4,731 | $ 4,731 | ||||||||||||||||||
Debt discount | $ 5,000 | |||||||||||||||||||
Purchase price | $ 100,000 | |||||||||||||||||||
N 12 Notes [Member] | ||||||||||||||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | ||||||||||||||||||||
Principal amount | $ 165,000 | |||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||
Debt discount | $ 9,000 | |||||||||||||||||||
Purchase price | 156,000 | |||||||||||||||||||
Repayment of related party debt | $ 52,000 | |||||||||||||||||||
Debt conversion, description | All principal amounts and the interest thereon are convertible into shares of the Company’s common stock at the option of the Investor, after six (6) months from the date of the 12% Note. All closings occurred following the satisfaction of customary closing conditions. The 12% Note is convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of the lesser of (i) 68% multiplied by the lowest Trading Price (representing a discount rate of 32%) during the previous fifteen (15) trading day period ending on the latest complete trading day prior to the date of the 12% Note or (ii) the Variable Conversion Price. In connection with the Purchase Agreement and the 12% Note, the Company issued a common stock purchase warrant to purchase 36,666 shares of the Company’s common stock at $0.75 per share (the “Warrant”) which may be exercised by cashless exercise, exercisable for a period of three years. The 12% Note has a variable conversion price and the Company recorded embedded derivative liabilities. The fair value of the derivative liability and warrants as of the date of issuance was in excess of the 12% Note (see Note 13) resulting in full discount of the 12% Note. | |||||||||||||||||||
Warrants issued | 36,666 | |||||||||||||||||||
Warrants per share value | $ 0.75 | |||||||||||||||||||
N 12 Convertible Promissory Note [Member] | ||||||||||||||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | ||||||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||
Maturity date | Jun. 19, 2021 | |||||||||||||||||||
Number of warrants sold | 1,696,838 | |||||||||||||||||||
Debt discount | $ 20,750 | |||||||||||||||||||
Warrants issued | 115,385 | |||||||||||||||||||
Warrants per share value | $ 1.30 | |||||||||||||||||||
Periodic payment | $ 25,000 |
CONVERTIBLE NOTES PAYABLE - REL
CONVERTIBLE NOTES PAYABLE - RELATED PARTY (Details) | Jun. 30, 2021USD ($) |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
2021 - remainder of the year | $ 1,361,092 |
2022 | 50,000 |
2023 | |
2024 | |
2025 | |
Thereafter | 376,373 |
Total | 1,787,465 |
Loans Payable [Member] | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
2021 - remainder of the year | 900,000 |
2022 | |
2023 | |
2024 | |
2025 | |
Thereafter | |
Total | 900,000 |
Loan Payable Related Party [Member] | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
2021 - remainder of the year | 42,092 |
2022 | |
2023 | |
2024 | |
2025 | |
Thereafter | |
Total | 42,092 |
Convertible Notes Payable [Member] | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
2021 - remainder of the year | 319,000 |
2022 | |
2023 | |
2024 | |
2025 | |
Thereafter | 376,373 |
Total | 695,373 |
Convertible Notes Payable Related Party [Member] | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
2021 - remainder of the year | 100,000 |
2022 | 50,000 |
2023 | |
2024 | |
2025 | |
Thereafter | |
Total | $ 150,000 |
CONVERTIBLE NOTES PAYABLE _ R_3
CONVERTIBLE NOTES PAYABLE – RELATED PARTY (Details Narrative) - USD ($) | Jan. 14, 2021 | Jun. 08, 2020 | Feb. 10, 2021 | Jan. 28, 2021 | Jun. 23, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Feb. 26, 2021 | Feb. 22, 2021 | Jun. 30, 2021 | Mar. 25, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Proceeds from sale of warrants | $ 51,410 | $ 56,437 | ||||||||||||||
Number of warrants sold | 28,571 | 697,714 | 388,583 | 1,050,045 | 715,893 | 657,394 | ||||||||||
Amortization of Debt Discount (Premium) | $ 177,790 | $ 136,164 | ||||||||||||||
Convertible Notes Payable Related Party [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Interest Expense, Borrowings | $ 18,493 | $ 73,562 | 36,986 | 103,151 | ||||||||||||
Amortization of Debt Discount (Premium) | 21,493 | $ 80,912 | 42,986 | $ 113,434 | ||||||||||||
Accrued interest | $ 17,178 | $ 17,178 | $ 11,178 | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Proceeds from sale of warrants | $ 50,000 | $ 100,000 | $ 100,000 | |||||||||||||
Number of warrants sold | 36,666 | 115,385 | 50,000 | 100,000 | 100,000 | 1,696,838 | ||||||||||
Securities Purchase Agreement [Member] | Kettner Investments [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Proceeds from sale of warrants | $ 100,000 | |||||||||||||||
Number of warrants sold | 100,000 | |||||||||||||||
Securities Purchase Agreement [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Proceeds from sale of warrants | $ 50,000 | |||||||||||||||
Number of warrants sold | 50,000 |
PATENT PURCHASE LIABILITY (Deta
PATENT PURCHASE LIABILITY (Details) | Jun. 30, 2021USD ($) |
Patent Purchase Liability | |
2021 - remainder of the year | $ 7,500 |
2022 | 75,000 |
2023 | 75,000 |
2024 | 75,000 |
2025 | 75,000 |
Total undiscounted payments | 315,000 |
Less: imputed interest | (57,038) |
Present value of patent purchase liabilities | $ 250,562 |
PATENT PURCHASE LIABILITY (De_2
PATENT PURCHASE LIABILITY (Details Narrative) - I P Purchase Agreement [Member] | 1 Months Ended |
Dec. 17, 2020USD ($)$ / sharesshares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Business acquisition, consideration | $ | $ 570,000 |
Restricted Common Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Business acquisition, shares issued | shares | 1,000,000 |
Shares price | $ / shares | $ 0.27 |
Business acquisition, shares issued, value | $ | $ 270,000 |
Common Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Business acquisition, shares issued, value | $ | $ 300,000 |
Common Stock [Member] | Minimum [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Shares price | $ / shares | $ 0.30 |
Common Stock [Member] | Maximum [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Shares price | $ / shares | $ 0.60 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
Balance at beginning | $ 316,189 |
Additions during the period | |
Change in fair value | 89,367 |
Change due to exercise / redemptions | (68,072) |
Balance at end | 337,484 |
Warrant [Member] | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
Balance at beginning | 163,049 |
Additions during the period | |
Change in fair value | 64,855 |
Change due to exercise / redemptions | |
Balance at end | 227,904 |
Convertible Notes [Member] | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
Balance at beginning | 153,140 |
Additions during the period | |
Change in fair value | 24,512 |
Change due to exercise / redemptions | (68,072) |
Balance at end | $ 109,580 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - Convertible Notes [Member] | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
Risk-free interest rate | 0.00% |
Minimum [Member] | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
Market value of common stock on issuance date | $ 0.11 |
Expected volatility | 92.80% |
Maximum [Member] | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
Market value of common stock on issuance date | $ 0.12 |
Expected volatility | 93.10% |
Expected term (in years) | 7 months 2 days |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details 2) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Market value of common stock on issuance date | $ 0.11 |
Expected volatility | 83.80% |
Expected term (in years) | 1 year 5 months 23 days |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Market value of common stock on issuance date | $ 0.12 |
Expected volatility | 108.90% |
Expected term (in years) | 3 years 11 months 19 days |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Jul. 02, 2018 | Sep. 15, 2015 | Apr. 01, 2014 |
Other Commitments [Line Items] | |||||
Security Deposit | $ 17,121 | $ 17,121 | |||
Office Space [Member] | |||||
Other Commitments [Line Items] | |||||
Monthly Rent | $ 2,723 | $ 359 | $ 5,600 | ||
Security Deposit | $ 2,121 | $ 183 | $ 15,000 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - Equity Option [Member] | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yields | 0.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Market value of common stock on issuance date | $ 0.13 |
Exercise price | $ 0.13 |
Expected volatility | 86.00% |
Expected term (in years) | 5 years 6 months |
Risk-free interest rate | 0.64% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Market value of common stock on issuance date | $ 0.84 |
Exercise price | $ 2 |
Expected volatility | 138.00% |
Expected term (in years) | 6 years 6 months |
Risk-free interest rate | 1.73% |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Options Outstanding, Beginning | 7,125,000 | |
Weighted Average Exercise Price Outstanding, Beginning | $ 0.58 | |
Weighted Average Remaining Years Outstanding | 9 years 11 months 12 days | 9 years 10 months 24 days |
Number of Options Granted | 7,625,000 | |
Weighted Average Exercise Price Granted | $ 0.13 | |
Number of Options Exercised | 0 | |
Weighted Average Exercise Price Exercised | $ 0 | |
Number of Options Forfeited | 0 | |
Weighted Average Exercise Price Forfeited | $ 0 | |
Number of Options Expired | 0 | |
Weighted Average Exercise Price Expired | $ 0 | |
Number of Options Outstanding, Ending | 14,750,000 | 7,125,000 |
Weighted Average Exercise Price Outstanding, Ending | $ 0.35 | $ 0.58 |
Weighted Average Remaining Years granted | 9 years 3 months 7 days | |
Number of Options Exercisable | 6,918,750 | |
Weighted Average Exercise Price Exercisable | $ 0.44 | |
Weighted Average Remaining Years, Exercisable | 9 years 25 days |
STOCKHOLDERS' DEFICIT (Detail_2
STOCKHOLDERS' DEFICIT (Details 2) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Warrants Outstanding, Beginning | shares | 1,289,343 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 0.18 |
Number of Warrants Granted | shares | 4,194,161 |
Weighted Average Exercise Price Granted | $ / shares | $ 0.22 |
Number of Warrants Expired | shares | 0 |
Weighted Average Exercise Price Expired | $ / shares | $ 0 |
Number of Warrants Outstanding, Ending | shares | 5,483,504 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 0.19 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Jan. 15, 2021 | Jan. 14, 2021 | Jan. 13, 2021 | Jan. 12, 2021 | Jan. 04, 2021 | Sep. 14, 2020 | Jun. 08, 2020 | May 04, 2020 | Feb. 10, 2021 | Feb. 01, 2021 | Jan. 28, 2021 | Dec. 28, 2020 | Dec. 24, 2020 | Sep. 23, 2020 | Jun. 23, 2020 | May 18, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Mar. 12, 2021 | Mar. 12, 2021 | Mar. 04, 2021 | Mar. 02, 2021 | Feb. 26, 2021 | Feb. 22, 2021 | Mar. 25, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||
Common Stock Description | All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company, subject to the rights of the preferred stockholders. | ||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 117,609 | 175,000 | 109,098 | 243,688 | 517,674 | 520,000 | |||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 10,000 | $ 10,000 | $ 20,000 | $ 45,000 | |||||||||||||||||||||||||
Debt conversion, converted instrument, interest | $ 97 | $ 272 | 4,200 | $ 162 | |||||||||||||||||||||||||
Proceeds from related party debt | $ 258,559 | $ 121,577 | $ 90,146 | $ 115,617 | $ 150,000 | ||||||||||||||||||||||||
Shares issued price per share | $ 0.23 | $ 0.11 | $ 0.10 | $ 0.13 | $ 0.23 | $ 0.10 | $ 0.09 | $ 0.16 | |||||||||||||||||||||
Number of stock sold | 28,571 | 697,714 | 388,583 | 1,050,045 | 715,893 | 657,394 | |||||||||||||||||||||||
Shares issued for services, shares | 29,167 | 320,833 | |||||||||||||||||||||||||||
Proceeds from sale of stock | $ 51,410 | $ 56,437 | |||||||||||||||||||||||||||
Stock issued for deferred salary, shares | 692,308 | ||||||||||||||||||||||||||||
Stock issued for deferred salary, value | $ 90,000 | ||||||||||||||||||||||||||||
Options granted, exercise price | $ 0.13 | ||||||||||||||||||||||||||||
Unrecognized compensation expense | $ 1,790,369 | ||||||||||||||||||||||||||||
Stock based compensation | $ 751,807 | $ 1,182,019 | |||||||||||||||||||||||||||
Common stock authorized under plan | 13,000,000 | 7,500,000 | |||||||||||||||||||||||||||
Interest rate | 0.50% | ||||||||||||||||||||||||||||
Warrant Exercisable | 5,483,504 | ||||||||||||||||||||||||||||
Intrinsic value of warrants | $ 62,618 | ||||||||||||||||||||||||||||
Weighted average remaining contractual life of warrants outstanding | 4 years 3 months 3 days | ||||||||||||||||||||||||||||
Equity Option [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Options granted | 250,000 | 6,050,000 | 200,000 | 250,000 | 200,000 | 75,000 | 7,350,000 | 200,000 | |||||||||||||||||||||
Options granted, exercise price | $ 0.84 | $ 0.57 | $ 0.18 | $ 0.20 | $ 0.80 | $ 0.51 | $ 0.13 | $ 0.13 | |||||||||||||||||||||
Vesting period | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 2 years | |||||||||||||||||||||
Value of option | $ 180,950 | $ 3,152,050 | $ 26,720 | $ 180,950 | $ 109,060 | $ 34,260 | $ 732,795 | $ 19,940 | |||||||||||||||||||||
Letter Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Proceeds from related party debt | $ 1,207,500 | ||||||||||||||||||||||||||||
Shares issued price per share | $ 0.0001 | ||||||||||||||||||||||||||||
Number of stock sold | 3,500,000 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Number of stock sold | 36,666 | 115,385 | 50,000 | 100,000 | 100,000 | 1,696,838 | |||||||||||||||||||||||
Proceeds from sale of stock | $ 50,000 | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||
Interest rate | 12.00% | 12.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||||
Warrant term | 3 years | 3 years | 3 years | ||||||||||||||||||||||||||
Share Price | $ 1.30 | $ 0.09 | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred stock description | Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series A Preferred Stock. Each share of the Series A Preferred Stock is entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s common stock. The holders of a majority of the Series A Preferred Stock are entitled to elect up to four (4) directors to the Company’s board of directors and have preferential rights in regard to the election of Series A directors. In all other voting matters, the holders of Series A Preferred Stock are entitled to cast 1,000 votes per share. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Chief Executive Officer [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | May 31, 2021 | |
Related Party Transaction [Line Items] | ||
Monthly rent | $ 2,800 | |
Accrued compensation | 160,000 | $ 10,000 |
Related party cost | 25,496 | |
Repayment of accrued expenses | $ 40,000 | |
Stock issued for compensation, shares | 692,308 | |
Stock issued for compensation, value | $ 90,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Jul. 13, 2021$ / sharesshares |
Subsequent Event [Line Items] | |
Granted options | shares | 250,000 |
Common stock at a price | $ / shares | $ 0.12 |