Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | Sigyn Therapeutics, Inc. |
Entity Central Index Key | 0001642159 |
Document Type | 8-K/A |
Document Period End Date | Sep. 30, 2020 |
Amendment Flag | true |
Amendment Description | This Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) is being filed by Sigyn Therapeutics, Inc., a Delaware corporation (the “Company”) for the purpose of amending Item 9.01 Financial Statements and Exhibits of that certain Current Report on Form 8-K originally filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on October 23, 2020 (the “Original Form 8-K”) in connection with the completion of the acquisition as disclosed therein. As indicated in the Original Form 8-K, this Amendment is being filed to provide the financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, which were not previously filed with the Original Form 8-K as permitted by the rules of the SEC. |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 365,145 | |
Total current assets | 365,145 | |
Intangible assets | 10,199 | |
Total assets | 375,344 | |
Current liabilities: | ||
Accounts payable | 1,090 | 910 |
Accrued payroll taxes | 22,021 | |
Total current liabilities | 23,111 | 910 |
Long-term liabilities: | ||
Convertible notes, net of unamortized debt discount of $100,299 and $0 at September 30, 2020 and December 31, 2019, respectively | 849,576 | |
Total long-term liabilities | 849,576 | |
Total liabilities | 872,687 | 910 |
Shareholders' deficit | ||
Common units, $0.001 par value, 1,000,000 shares authorized; 500,000 shares issued and outstanding at September 30, 2020 and December 31, 2019 | 500 | 500 |
Additional paid-in-capital | 223,700 | 140 |
Accumulated deficit | (721,543) | (1,550) |
Total shareholders' deficit | (497,343) | (910) |
Total liabilities and shareholders' deficit | $ 375,344 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Unamortized debt discount | $ 100,299 | $ 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 1,000,000 | 1,000,000 |
Common stock, issued | 500,000 | 500,000 |
Common stock, outstanding | 500,000 | 500,000 |
Statements of Operations
Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | |
Income Statement [Abstract] | |||
Revenues | |||
Cost of Sales | |||
Gross Profit | |||
Operating expenses: | |||
Marketing expenses | 400 | 505 | |
Research and development | 1,978 | ||
General and administrative | 1,550 | 202,576 | 569,384 |
Total operating expenses | 1,550 | 202,976 | 571,867 |
Loss from operations | (1,550) | (202,976) | (571,867) |
Other expense: | |||
Interest expense | 60,262 | 148,126 | |
Total other expense, net | 60,262 | 148,126 | |
Loss before income taxes | (1,550) | (263,238) | (719,993) |
Income taxes | |||
Net loss | $ (1,550) | $ (263,238) | $ (719,993) |
Net loss per share, basic and diluted | $ 0 | $ (0.53) | $ (1.44) |
Weighted average number of shares outstanding | |||
Basic and diluted | 500,000 | 500,000 | 500,000 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Common Shares [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Oct. 28, 2019 | ||||
Balance at beginning, shares at Oct. 28, 2019 | ||||
Issuance of common stock to founders | $ 500 | (500) | ||
Issuance of common stock to founders, shares | 500,000 | |||
Expenses paid by founders | 640 | 640 | ||
Net loss | (1,550) | (1,550) | ||
Balance at end at Dec. 31, 2019 | $ 500 | 140 | (1,550) | (910) |
Balance at end, shares at Dec. 31, 2019 | 500,000 | |||
Issuance of warrants with short-term convertible notes | 223,560 | 223,560 | ||
Net loss | (719,993) | (719,993) | ||
Balance at end at Sep. 30, 2020 | $ 500 | $ 223,700 | $ (721,543) | $ (497,343) |
Balance at end, shares at Sep. 30, 2020 | 500,000 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 2 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,550) | $ (719,993) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization expense | 600 | |
Expenses paid by founders | 640 | |
Accretion of debt discount and debt issuance costs | 148,136 | |
Changes in operating assets and liabilities: | ||
Accounts payable | 910 | 180 |
Accrued payroll taxes | 22,021 | |
Net cash used in operating activities | (549,056) | |
Cash flows from investing activities: | ||
Purchases of computer equipment | (10,799) | |
Net cash used in investing activities | (10,799) | |
Cash flows from financing activities: | ||
Proceeds from long-term notes, net of debt issuance costs of $85,500 | 925,000 | |
Net cash provided by financing activities | 925,000 | |
Net (decrease) increase in cash | 365,145 | |
Cash at beginning of period | ||
Cash at end of period | 365,145 | |
Cash paid during the period for: | ||
Interest | ||
Income taxes | ||
Non-cash investing and financing activities: | ||
Warrants issued to third party in conjunction with debt issuance | 223,560 | |
Total debt issuance costs at origination | $ 85,500 |
Statement of Cash Flows (Parent
Statement of Cash Flows (Parenthetical) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Debt issuance costs | $ 85,500 |
Organization and Principal Acti
Organization and Principal Activities | 2 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Principal Activities | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Corporate History and Background Sigyn Therapeutics, Inc. (“Sigyn” or the “Company”) was established on October 29, 2019 in the State of Delaware. Sigyn is a development-stage therapeutic technology company headquartered in San Diego, California USA. The Company is focused on addressing a significant unmet need in global health: the treatment of life-threatening inflammatory conditions precipitated by Cytokine Storm Syndrome, a dysregulated immune response that can induce multiple organ failure and cause death. On August 25, 2020, Reign Resources Corporation, a Delaware corporation (the “Registrant”) executed a Share Exchange Agreement (the “Agreement”) with Sigyn, whereby the Registrant will acquire 100% of the issued and outstanding shares of common stock of Sigyn, in exchange for a total of 75% of the fully paid and nonassessable shares of the Registrant’s common stock outstanding immediately following the Closing of the Agreement (the “Acquisition”). The Closing Date for the Acquisition was October 19, 2020, at which date, upon FINRA approval, the Company’s trading symbol changed to SIGY. Upon the Closing of, and as a result of, the Acquisition, Sigyn became a wholly-owned subsidiary of the Company, and following the consummation of the Acquisition and giving effect to the issuance of the Company’s shares of common stock as part of the Acquisition, as well as additional shares of common stock to be issued to noteholders and warrant holders of both the Company and Sigyn, the stockholders of Sigyn will beneficially own approximately Seventy-five percent (75%) of the issued and outstanding Common Stock of the Company on a fully diluted basis. In addition, in connection with the Acquisition, the two principals of Sigyn will be appointed to serve as members of the Company’s board of directors. The parties have taken the actions necessary to provide that the Acquisition is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of 1986, as amended. As a result of completing the merger, the Company extinguished all previously reported liabilities, its preferred class of shares, and all stock purchase options. The reported liabilities totaling $3,429,516 converted into a total of 7,907,351 common shares. On October 12, 2020, the Company changed its name to Sigyn Therapeutics, Inc. from Reign Resources Corporation pursuant to an amendment to its articles of incorporation filed with the State of Delaware on that date. Sigyn Therapy™ is a novel blood purification technology designed to mitigate cytokine storm syndrome through the broad-spectrum depletion of inflammatory targets from the bloodstream. The device is designed for use on dialysis and CRRT machines that are located in hospitals and clinics worldwide. Cytokine storm syndrome is the hallmark of sepsis, which is the most common cause of in-hospital deaths and claims more lives each year than all forms of cancer combined. Virus induced cytokine storm (VICS) is associated with high mortality and is a leading cause of SARS-CoV-2 (COVID-19) deaths. Other therapeutic opportunities include but are not limited to bacteria induced cytokine storm (BICS), acute respiratory distress syndrome (ARDS) and acute forms of liver failure, such as hepatic encephalopathy. Sigyn Therapy may also be a candidate to stabilize or extend the lives of patients waiting for the identification of a matched liver for transplantation. In such a scenario, Sigyn Therapy would serve as a bridge-to-liver transplant. On December 1, 2020, The Company reported the results of an in vitro An objective of the study was to rebalance elevated cytokine levels and optimize the elimination of endotoxin from human blood plasma. The study was conducted in triplicate over four-hour time periods with a pediatric version of Sigyn Therapy. Average reduction of endotoxin load peaked at 83% during the studies. The average reduction of IL-1B was 69%, IL-6 reduction was 59% and TNF-a reduction was 57% during the four-hour studies. The Company plans to incorporate the resulting data into an Investigational Device Exemption (IDE) that it plans to submit to the United States Food and Drug Administration (FDA) in 2021. Sigyn Therapeutics also disclosed that it is evaluating the ability of Sigyn Therapy to address CytoVesicles that transport cytokines and other inflammatory cargos throughout the bloodstream. The Company believes that the simultaneous clearance of circulating CytoVesicles, endotoxin and inflammatory cytokines would be a significant advancement that may overcome the limitations of previous drugs and devices to address life-threatening inflammatory conditions. To learn more, visit www.SigynTherapeutics.com www.SigynTherapy.com The Company has prepared its financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Corporate History and Background Sigyn Therapeutics, Inc. (“Sigyn” or the “Company”) was established on October 29, 2019 in the State of Delaware. The Company is an development-stage therapeutic technology company headquartered in San Diego, California USA whose focus is to address a significant unmet need in global health: the treatment of life-threatening inflammatory conditions precipitated by Cytokine Storm Syndrome, a hyperactive immune response that can induce multiple organ failure and cause death. On August 25, 2020, Reign Resources Corporation, a Delaware corporation (the “Registrant”) executed a Share Exchange Agreement (the “Agreement”) with Sigyn, whereby the Registrant will acquire 100% of the issued and outstanding shares of common stock of Sigyn, in exchange for a total of 75% of the fully paid and nonassessable shares of the Registrant’s common stock outstanding immediately following the Closing of the Agreement (the “Acquisition”). The Closing Date for the Acquisition was October 19, 2020, at which date, upon FINRA approval, the Company’s trading symbol changed to SIGY. Upon the Closing of, and as a result of, the Acquisition, Sigyn became a wholly-owned subsidiary of the Company, and following the consummation of the Acquisition and giving effect to the issuance of the Company’s shares of common stock as part of the Acquisition, as well as additional shares of common stock to be issued to noteholders and warrant holders of both the Company and Sigyn, the stockholders of Sigyn will beneficially own approximately Seventy-five percent (75%) of the issued and outstanding Common Stock of the Company on a fully diluted basis. As part of the Acquisition, Sigyn may offer, in a private placement transaction up to $1,500,000 of convertible notes, of which the Company’s shareholders may invest up to $500,000, which convertible notes shall have a term of one year and pay an Original Issuer Discount (OID) of 10% and a note conversion price of $20 (based on an approximate Sigyn valuation of $12,500,000) and the noteholders shall receive a five-year warrant to purchase a common share based on a price equal to $30 (based on an approximate Sigyn valuation of $17,500,000. In addition, in connection with the Acquisition, the two principals of Sigyn will be appointed to serve as members of the Company’s board of directors. The parties have taken the actions necessary to provide that the Acquisition is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of 1986, as amended. As a result of completing the merger, the Company extinguished all previously reported liabilities, its preferred class of shares, and all stock purchase options. The reported liabilities totaling $3,429,516 converted into a total of 7,907,351 common shares. On October 12, 2020, the Company changed its name to Sigyn Therapeutics, Inc. from Reign Resources Corporation pursuant to an amendment to its articles of incorporation filed with the State of Delaware on that date. Sigyn Therapy™ is a novel blood purification technology designed to mitigate cytokine storm syndrome through the broad-spectrum depletion of inflammatory targets from the bloodstream. The device is designed for use on dialysis and CRRT machines that are located in hospitals and clinics worldwide. Cytokine storm syndrome is the hallmark of sepsis, which is the most common cause of in-hospital deaths and claims more lives each year than all forms of cancer combined. Virus induced cytokine storm (VICS) is associated with high mortality and is a leading cause of SARS-CoV-2 (COVID-19) deaths. Other therapeutic opportunities include but are not limited to bacteria induced cytokine storm (BICS), acute respiratory distress syndrome (ARDS) and acute forms of liver failure, such as hepatic encephalopathy. Sigyn Therapy may also be a candidate to stabilize or extend the lives of patients waiting for the identification of a matched liver for transplantation. In such a scenario, Sigyn Therapy would serve as a bridge-to-liver transplant. On December 1, 2020, The Company reported the results of an in vitro An objective of the study was to rebalance elevated cytokine levels and optimize the elimination of endotoxin from human blood plasma. The study was conducted in triplicate over four-hour time periods with a pediatric version of Sigyn Therapy. Average reduction of endotoxin load peaked at 83% during the studies. The average reduction of IL-1B was 69%, IL-6 reduction was 59% and TNF-a reduction was 57% during the four-hour studies. The Company plans to incorporate the resulting data into an Investigational Device Exemption (IDE) that it plans to submit to the United States Food and Drug Administration (FDA) in 2021. Sigyn Therapeutics also disclosed that it is evaluating the ability of Sigyn Therapy to address CytoVesicles that transport cytokines and other inflammatory cargos throughout the bloodstream. The Company believes that the simultaneous clearance of circulating CytoVesicles, endotoxin and inflammatory cytokines would be a significant advancement that may overcome the limitations of previous drugs and devices to address life-threatening inflammatory conditions. To learn more, visit www.SigynTherapeutics.com www.SigynTherapy.com The Company has not begun its planned principal operations, and accordingly, the Company has prepared its financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Basis of Presentation
Basis of Presentation | 2 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation | NOTE 2 – BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of approximately $1,550 at December 31, 2019, had a working capital deficit of approximately $910 at December 31, 2019, had a net loss of approximately $1,550 from date of formation (October 29, 2019) through December 31, 2019 and net cash used in operating activities of approximately $0 from date of formation (October 29, 2019) through December 31, 2019, respectively, with limited revenue earned since date of formation, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to expand operations and increase revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private offering or an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | NOTE 2 – BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of approximately $722,000 at September 30, 2020, had working capital of approximately $342,000 at September 30, 2020 and a working capital deficit of $910 at December 31, 2019, respectively, had a net loss of approximately $720,000 for the nine months ended September 30, 2020, and net cash used in operating activities of approximately $549,000 for the nine months ended September 30, 2020, with limited revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to expand operations and increase revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private offering or an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 2 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: inventory valuation, common stock valuation, and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Cash The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses. Income Taxes The Company is treated as a partnership for income tax purposes; accordingly, income taxes have not been provided for in the accompanying financial statements. All of the Company’s income or losses are passed through to its members. Advertising and Marketing Costs Advertising expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the periods presented. Revenue Recognition On October 29, 2019, the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts with Customers, Revenue Recognition The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation. At contract date of formation, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The following conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. The Company provides for an allowance for doubtful account based on history and experience considering economic and industry trends. The Company does not expect to have any off-Balance Sheet exposure related to its customers. The Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. From date of formation (October 29, 2019) through December 31, 2019, we had no revenue. Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Intangible Assets Intangible assets consist primarily of developed technology – website. Our intangible assets are being amortized on a straight-line basis over a period of three years. Impairment of Long-lived Assets We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. For the period from date of formation (October 29, 2019) through December 31, 2019, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that the demand for the Company’s products and services will continue, which could result in an impairment of long-lived assets in the future. Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2019, the fair value of cash, accounts payable, accrued expenses, and notes payable approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. Basic and diluted earnings per share Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The total number of potential additional dilutive securities outstanding for the period from date of formation (October 29, 2019) through December 31, 2019 was none. Stock Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation Equity Based Payments to Non-Employees Related Parties Related parties are any entities or individuals that, through employment, ownership, or other means, possess the ability to direct or cause the direction of the management and policies of the Company. Concentrations, Risks, and Uncertainties Business Risk Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated no revenues from operations. There can be no assurance that the Company will be able to successfully produce its products and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, price of raw material, competition, and governmental and political conditions. Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in banks. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. There were no customers that accounted for 10% or more of total revenue for the period from date of formation (October 29, 2019) through December 31, 2019. There were no customers that comprised 10% or more of accounts receivable as of December 31, 2019. Seasonality The business is not subject to substantial seasonal fluctuations. Major Suppliers Sigyn Therapy is comprised of components that are supplied by various industry vendors. Additionally, the Company is reliant on third-party organizations to conduct clinical development studies that are necessary to advance Sigyn Therapy toward the marketplace. Should the relationship with an industry vendor or third-party clinical development organization be interrupted or discontinued, it is believed that alternate component suppliers and third-party clinical development organizations could be identified to support the continued advancement of Sigyn Therapy. Recently Issued Accounting Updates In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. Income Taxes Other recently issued accounting updates are not expected to have a material impact on the Company’s consolidated financial statements. | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: inventory valuation, common stock valuation, and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Cash The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses. Income Taxes The Company is treated as a partnership for income tax purposes; accordingly, income taxes have not been provided for in the accompanying financial statements. All of the Company’s income or losses are passed through to its members. Advertising and Marketing Costs Advertising expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the periods presented. Revenue Recognition On October 29, 2019, the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts with Customers, Revenue Recognition The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The following conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. The Company provides for an allowance for doubtful account based history and experience considering economic and industry trends. The Company does not expect to have any off-Balance Sheet exposure related to its customers. The Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. For the three and nine months ended September 30, 2020 and from inception (October 29, 2019) through December 31, 2019, we had no revenue. Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Intangible Assets Intangible assets consist primarily of developed technology – website. Our intangible assets are being amortized on a straight-line basis over a period of three years. Assignment of Patent On January 8, 2020, James Joyce, the Company’s CEO and Craig Roberts, the Company’s COO, assigned to the Company the rights to patent 62/881,740 pertaining to the devices, systems and methods for the broad-spectrum reduction of pro-inflammatory cytokines in blood. Impairment of Long-lived Assets We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. There are no impairments as of September 30, 2020. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. For the three and nine months ended September 30, 2020 and from inception (October 29, 2019) through December 31, 2019, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that the demand for the Company’s products and services will continue, which could result in an impairment of long-lived assets in the future. Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2020, the fair value of cash, accounts payable, accrued expenses, and notes payable approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. Basic and diluted earnings per share Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The total number of potential additional dilutive securities outstanding for the three and nine months ended September 30, 2020 and for the period from inception (October 29, 2019) through December 31, 2019 was none. Stock Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation Equity Based Payments to Non-Employees Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. Concentrations, Risks, and Uncertainties Business Risk Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated limited revenues from operations. There can be no assurance that the Company will be able to successfully continue to produce its products and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, price of raw material, competition, and governmental and political conditions. Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in banks and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. There were no customers that accounted for 10% or more of total revenue for the three and nine months ended December 31, 2019. There were no customers that comprised 10% or more of accounts receivable at September 30, 2019 and December 31, 2019. Seasonality The business is not subject to substantial seasonal fluctuations. Major Suppliers Sigyn Therapy is comprised of components that are supplied by various industry vendors. Additionally, the Company is reliant on third-party organizations to conduct clinical development studies that are necessary to advance Sigyn Therapy toward the marketplace. Should the relationship with an industry vendor or third-party clinical development organization be interrupted or discontinued, it is believed that alternate component suppliers and third-party clinical development organizations could be identified to support the continued advancement of Sigyn Therapy. Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. Income Taxes Other recently issued accounting updates are not expected to have a material impact on the Company’s consolidated financial statements. |
Intangible Assets (10-Q)
Intangible Assets (10-Q) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 4 – INTANGIBLE ASSETS Intangible assets consisted of the following as of: Estimated life September 30, 2020 December 31, 2019 Website 3 years $ 10,799 $ - Accumulated amortization (600 ) - $ 10,199 $ - As of September 30, 2020, estimated future amortization expenses related to intangible assets were as follows: Intangible Assets 2020 $ 900 2021 3,600 2022 3,600 2023 2,099 $ 10,199 The Company had amortization expense of $600, $600, and $0 for the three and nine months ended September 30, 2020 and for the year ended December 31, 2019, respectively. On January 8, 2020, James Joyce, the Company’s CEO and Craig Roberts, the Company’s COO, assigned to the Company the rights to patent 62/881,740 pertaining to the devices, systems and methods for the broad-spectrum reduction of pro-inflammatory cytokines in blood. |
Convertible Promissory Debentur
Convertible Promissory Debentures (10-Q) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Debentures | NOTE 5 – Convertible Promissory DEBENTURES Convertible notes payable consisted of the following: September 30, 2020 December 31, 2019 January 28, 2020 ($385,000) $ 385,000 $ - June 23, 2020 ($50,000) 50,000 - June 23, 2020 ($50,000) 50,000 - August 18, 2020 ($25,000) 25,000 - September 17, 2020 ($181,500) 181,500 - September 18, 2020 ($93,500) 93,500 - September 21, 2020 ($165,000) 165,000 - September 28, 2020 ($27,500) 27,500 - September 28, 2020 ($33,000) 33,000 - Total convertible notes payable 1,010,500 - Original issue discount (60,625 ) Debt discount (100,299 ) - Total convertible notes payable $ 849,576 $ - Principal payments on convertible promissory debentures are due as follows: Year ending December 31, 2020 $ - 2021 1,010,500 Osher – $385,000 On January 28, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC The Company and Osher amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated January 28, 2020, for the number of warrant shares from 80,209 warrant shares to 4,113,083 warrant shares at an exercise price of $0.14 per share. ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021. Osher – $50,000 (as amended on October 20, 2020 to $55,000) On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC The Company and Osher amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $50,005 which was issued at an amended $4,995 original issue discount from the face value of the Note. ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021. Brio – $50,000 (as amended on October 20, 2020 to $55,000) On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Brio Capital Maser Fund, Ltd. The Company and Brio amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from Brio for the issuance of the Note and Warrants was $50,000 which was issued at an amended $5,000 original issue discount from the face value of the Note. ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021. On December 2, 2020, Brio elected to convert the aggregate principal amount of the Note, $55,000, into 141,020 common shares. Wetzel - $25,000 (as amended on October 20, 2020 to $27,500) On August 18, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Christopher Wetzel The Company and Wetzel amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $25,000 to $27,500. The aggregate cash subscription amount received by the Company from Wetzel for the issuance of the Note and Warrants was $25,000 which was issued at an amended $2,500 original issue discount from the face value of the Note. ● The parties amended the Warrants dated August 18, 2020, for the number of warrant shares from 5,000 warrant shares to 70,510 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021. On October 28, 2020, Wetzel elected to convert the aggregate principal amount of the Note, $27,500, into 70,510 common shares. Osher – $181,500 On September 17, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC The Company and Osher amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated September 17, 2020, for the number of warrant shares from 8,250 warrant shares to 465,366 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021. Brio – $93,500 On September 18, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Brio Capital Maser Fund, Ltd. The Company and Brio amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated September 18, 2020, for the number of warrant shares from 4,250 warrant shares to 239,734 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021. On December 2, 2020, Brio elected to convert the aggregate principal amount of the Note, $93,500, into 239,734 common shares. Eisenberger - $165,000 On September 21, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Joseph Eisenberger Eisenberger Eisenberger Eisenberger The Company and Eisenberger amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the number of shares from the Warrants dated September 21, 2020, for the number of warrant shares from 7,500 warrant shares to 423,060 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021. On November 5, 2020, Eisenberger elected to convert the aggregate principal amount of the Note, $165,000, into 423,060 common shares. DiMaggio – $27,500 (as amended on October 20, 2020 to $22,000) On September 28, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Ross DiMaggio The Company and DiMaggio amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $27,500 to $22,000. The aggregate cash subscription amount received by the Company from Wetzel for the issuance of the Note and Warrants was $20,000 which was issued at an amended $2,000 original issue discount from the face value of the Note. ● The parties amended the Warrants dated September 28, 2020, for the number of warrant shares from 1,000 warrant shares to 56,408 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021. On October 27, 2020, DiMaggio elected to convert the aggregate principal amount of the Note, $22,000, into 56,408 common shares. Unger – $33,000 On September 29, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor David W. Unger The Company and Unger amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated September 29, 2020, for the number of warrant shares from 1,500 warrant shares to 84,612 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021. On October 26, 2020, Unger elected to convert the aggregate principal amount of the Note, $33,000, into 84,612 common shares. |
Stockholders' Deficit
Stockholders' Deficit | 2 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Equity [Abstract] | ||
Stockholders' Deficit | NOTE 4 – STOCKHOLDERS’ DEFICIT The Company issued 500,000 restricted common shares to founder’s, valued at $500 (based on the par value on the date of grant). The issuance was an isolated transaction not involving a public offering pursuant to Section 4(2) of the Securities Act of 1933. The Company has authorized 1,000,000 shares of par value $0.001 common stock, of which 500,000 shares are outstanding as of December 31, 2019. | NOTE 6 – STOCKHOLDERS’ DEFICIT The Company issued 500,000 restricted common shares to founder’s, valued at $500 (based on the par value on the date of grant). The issuance was an isolated transaction not involving a public offering pursuant to Section 4(2) of the Securities Act of 1933. The Company has authorized 1,000,000 shares of par value $0.001 common stock, of which 500,000 shares are outstanding at December 31, 2019. |
Related Party Transactions
Related Party Transactions | 2 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 5 – Related Party Transactions Other than as set forth below, and as disclosed in Notes 4, and 7, there have not been any transaction entered into or been a participant in which a related person had or will have a direct or indirect material interest. | NOTE 7 – Related Party Transactions Other than as set forth below, and as disclosed in Note 6, there have not been any transaction entered into or been a participant in which a related person had or will have a direct or indirect material interest. Sigyn had no employment agreement with its CEO and COO but Sigyn still incurred compensation on behalf of the CEO and COO. The Company incurred compensation expense of $75,000, $300,260 and $0 and employee benefits of $5,106, $15,318, and $0 for the three and nine months ended September 30, 2020 and for the year ended December 31, 2019, respectively, to James Joyce, the Company’s CEO. The Company incurred compensation expense of $30,000, $168,015 and $0 and employee benefits of $5,106, $15,318, and $0 for the three and nine months ended September 30, 2020 and for the year ended December 31, 2019, respectively, to Craig Roberts, the Company’s COO. |
Commitments and Contingencies
Commitments and Contingencies | 2 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 6 – COMMITMENTS AND CONTINGENCIES Legal From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results. | NOTE 8 – COMMITMENTS AND CONTINGENCIES Legal From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results. |
Subsequent Events
Subsequent Events | 2 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 7 – SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after December 31, 2019 up through the date the financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the year ended December 31, 2019 except for the following: Operational Milestones ● December 1, 2020 (Report of In Vitro Study Results) in vitro ● January 8, 2020 (Patent) Convertible Promissory Debentures ● January 28, 2020 (Convertible Note Payable - $385,000) Osher Capital Partners LLC The Company and Osher amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated January 28, 2020, for the number of warrant shares from 80,209 warrant shares to 4,113,083 warrant shares at an exercise price of $0.14 per share. ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021. ● June 23, 2020 (Convertible Note Payable - $50,000, as amended on October 20, 2020 to $55,000) Osher Capital Partners LLC The Company and Osher amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $50,005 which was issued at an amended $4,995 original issue discount from the face value of the Note. ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021. ● June 23, 2020 (Convertible Note Payable - $50,000, as amended on October 20, 2020 to $55,000) Brio Capital Maser Fund, Ltd. The Company and Brio amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from Brio for the issuance of the Note and Warrants was $50,000 which was issued at an amended $5,000 original issue discount from the face value of the Note. ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021. On December 2, 2020, Brio elected to convert the aggregate principal amount of the Note, $55,000, into 141,020 common shares. ● August 18, 2020 (Convertible Note Payable - $25,000, as amended on October 20, 2020 to $27,500) Christopher Wetzel The Company and Wetzel amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $25,000 to $27,500. The aggregate cash subscription amount received by the Company from Wetzel for the issuance of the Note and Warrants was $25,000 which was issued at an amended $2,500 original issue discount from the face value of the Note. ● The parties amended the Warrants dated August 18, 2020, for the number of warrant shares from 5,000 warrant shares to 70,510 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021. On October 28, 2020, Wetzel elected to convert the aggregate principal amount of the Note, $27,500, into 70,510 common shares. ● September 17, 2020 (Convertible Note Payable - $181,500) Osher Capital Partners LLC The Company and Osher amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated September 17, 2020, for the number of warrant shares from 8,250 warrant shares to 465,366 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021. ● September 18, 2020 (Convertible Note Payable - $93,500) Brio Capital Maser Fund, Ltd. The Company and Brio amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated September 18, 2020, for the number of warrant shares from 4,250 warrant shares to 239,734 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021. On December 2, 2020, Brio elected to convert the aggregate principal amount of the Note, $93,500, into 239,734 common shares. ● September 21, 2020 (Convertible Note Payable - $165,000) Joseph Eisenberger Eisenberger Eisenberger Eisenberger The Company and Eisenberger amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the number of shares from the Warrants dated September 21, 2020, for the number of warrant shares from 7,500 warrant shares to 423,060 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021. On November 5, 2020, Eisenberger elected to convert the aggregate principal amount of the Note, $165,000, into 423,060 common shares. ● September 28, 2020 (Convertible Note Payable - $27,500, as amended on October 20, 2020 to $22,000) Ross DiMaggio The Company and DiMaggio amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $27,500 to $22,000. The aggregate cash subscription amount received by the Company from DiMaggio for the issuance of the Note and Warrants was $20,000 which was issued at an amended $2,000 original issue discount from the face value of the Note. ● The parties amended the Warrants dated September 28, 2020, for the number of warrant shares from 1,000 warrant shares to 56,408 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021. On October 27, 2020, DiMaggio elected to convert the aggregate principal amount of the Note, $22,000, into 56,408 common shares. ● September 29, 2020 (Convertible Note Payable - $33,000) David W. Unger The Company and Unger amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated September 29, 2020, for the number of warrant shares from 1,500 warrant shares to 84,612 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021. On October 26, 2020, Unger elected to convert the aggregate principal amount of the Note, $33,000, into 84,612 common shares. There were no other events subsequent to December 31, 2019, and up to the date of this filing that would require disclosure. | NOTE 9 – SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after September 30, 2020 up through the date the financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the period ended September 30, 2020 except for the following: Operational Milestones ● December 1, 2020 (Report of In Vitro Study in vitro There were no other events subsequent to September 30, 2020, and up to the date of this filing that would require disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 2 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: inventory valuation, common stock valuation, and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. | Use of Estimates The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: inventory valuation, common stock valuation, and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. |
Cash | Cash The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses. | Cash The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses. |
Income Taxes | Income Taxes The Company is treated as a partnership for income tax purposes; accordingly, income taxes have not been provided for in the accompanying financial statements. All of the Company’s income or losses are passed through to its members. | Income Taxes The Company is treated as a partnership for income tax purposes; accordingly, income taxes have not been provided for in the accompanying financial statements. All of the Company’s income or losses are passed through to its members. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the periods presented. | Advertising and Marketing Costs Advertising expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the periods presented. |
Revenue Recognition | Revenue Recognition On October 29, 2019, the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts with Customers, Revenue Recognition The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation. At contract date of formation, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The following conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. The Company provides for an allowance for doubtful account based on history and experience considering economic and industry trends. The Company does not expect to have any off-Balance Sheet exposure related to its customers. The Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. From date of formation (October 29, 2019) through December 31, 2019, we had no revenue. | Revenue Recognition On October 29, 2019, the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts with Customers, Revenue Recognition The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The following conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. The Company provides for an allowance for doubtful account based history and experience considering economic and industry trends. The Company does not expect to have any off-Balance Sheet exposure related to its customers. The Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. For the three and nine months ended September 30, 2020 and from inception (October 29, 2019) through December 31, 2019, we had no revenue. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. | Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Intangible Assets | Intangible Assets Intangible assets consist primarily of developed technology – website. Our intangible assets are being amortized on a straight-line basis over a period of three years. | Intangible Assets Intangible assets consist primarily of developed technology – website. Our intangible assets are being amortized on a straight-line basis over a period of three years. Assignment of Patent On January 8, 2020, James Joyce, the Company’s CEO and Craig Roberts, the Company’s COO, assigned to the Company the rights to patent 62/881,740 pertaining to the devices, systems and methods for the broad-spectrum reduction of pro-inflammatory cytokines in blood. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. For the period from date of formation (October 29, 2019) through December 31, 2019, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that the demand for the Company’s products and services will continue, which could result in an impairment of long-lived assets in the future. | Impairment of Long-lived Assets We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. There are no impairments as of September 30, 2020. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. For the three and nine months ended September 30, 2020 and from inception (October 29, 2019) through December 31, 2019, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that the demand for the Company’s products and services will continue, which could result in an impairment of long-lived assets in the future. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2019, the fair value of cash, accounts payable, accrued expenses, and notes payable approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. | Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2020, the fair value of cash, accounts payable, accrued expenses, and notes payable approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. |
Basic and Diluted Earnings Per Share | Basic and diluted earnings per share Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The total number of potential additional dilutive securities outstanding for the period from date of formation (October 29, 2019) through December 31, 2019 was none. | Basic and diluted earnings per share Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The total number of potential additional dilutive securities outstanding for the three and nine months ended September 30, 2020 and for the period from inception (October 29, 2019) through December 31, 2019 was none. |
Stock Based Compensation | Stock Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation Equity Based Payments to Non-Employees | Stock Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation Equity Based Payments to Non-Employees |
Related Parties | Related Parties Related parties are any entities or individuals that, through employment, ownership, or other means, possess the ability to direct or cause the direction of the management and policies of the Company. | Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. |
Concentrations, Risks, and Uncertainties | Concentrations, Risks, and Uncertainties Business Risk Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated no revenues from operations. There can be no assurance that the Company will be able to successfully produce its products and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, price of raw material, competition, and governmental and political conditions. Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in banks. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. There were no customers that accounted for 10% or more of total revenue for the period from date of formation (October 29, 2019) through December 31, 2019. There were no customers that comprised 10% or more of accounts receivable as of December 31, 2019. Seasonality The business is not subject to substantial seasonal fluctuations. Major Suppliers Sigyn Therapy is comprised of components that are supplied by various industry vendors. Additionally, the Company is reliant on third-party organizations to conduct clinical development studies that are necessary to advance Sigyn Therapy toward the marketplace. Should the relationship with an industry vendor or third-party clinical development organization be interrupted or discontinued, it is believed that alternate component suppliers and third-party clinical development organizations could be identified to support the continued advancement of Sigyn Therapy. | Concentrations, Risks, and Uncertainties Business Risk Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated limited revenues from operations. There can be no assurance that the Company will be able to successfully continue to produce its products and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, price of raw material, competition, and governmental and political conditions. Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in banks and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. There were no customers that accounted for 10% or more of total revenue for the three and nine months ended December 31, 2019. There were no customers that comprised 10% or more of accounts receivable at September 30, 2019 and December 31, 2019. Seasonality The business is not subject to substantial seasonal fluctuations. Major Suppliers Sigyn Therapy is comprised of components that are supplied by various industry vendors. Additionally, the Company is reliant on third-party organizations to conduct clinical development studies that are necessary to advance Sigyn Therapy toward the marketplace. Should the relationship with an industry vendor or third-party clinical development organization be interrupted or discontinued, it is believed that alternate component suppliers and third-party clinical development organizations could be identified to support the continued advancement of Sigyn Therapy. |
Recent Accounting Pronouncements | Recently Issued Accounting Updates In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. Income Taxes Other recently issued accounting updates are not expected to have a material impact on the Company’s consolidated financial statements. | Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. Income Taxes Other recently issued accounting updates are not expected to have a material impact on the Company’s consolidated financial statements. |
Intangible Assets (Tables) (10-
Intangible Assets (Tables) (10-Q) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following as of: Estimated life September 30, 2020 December31, 2019 Website 3 years $ 10,799 $ - Accumulated amortization (600) - $ 10,199 $ - |
Schedule of Estimated Future Amortization Expenses Related to Intangible Assets | As of September 30, 2020, estimated future amortization expenses related to intangible assets were as follows: Intangible Assets 2020 $ 900 2021 3,600 2022 3,600 2023 2,099 $ 10,199 |
Convertible Promissory Debent_2
Convertible Promissory Debentures (Tables) (10-Q) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Promissory Debentures | Convertible notes payable consisted of the following: September 30, 2020 December 31, 2019 January 28, 2020 ($385,000) $ 385,000 $ - June 23, 2020 ($50,000) 50,000 - June 23, 2020 ($50,000) 50,000 - August 18, 2020 ($25,000) 25,000 - September 17, 2020 ($181,500) 181,500 - September 18, 2020 ($93,500) 93,500 - September 21, 2020 ($165,000) 165,000 - September 28, 2020 ($27,500) 27,500 - September 28, 2020 ($33,000) 33,000 - Total convertible notes payable 1,010,500 - Original issue discount (60,625 ) Debt discount (100,299 ) - Total convertible notes payable $ 849,576 $ - |
Schedule of Principal Payments on Convertible Promissory Debentures | Principal payments on convertible promissory debentures are due as follows: Year ending December 31, 2020 $ - 2021 1,010,500 |
Organization and Principal Ac_2
Organization and Principal Activities (Details Narrative) (10-Q) - USD ($) | Aug. 25, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Convertible notes payable | $ 849,576 | ||
Liabilities | $ 872,687 | $ 910 | |
Common shares | 500,000 | 500,000 | |
Share Exchange Agreement [Member] | Sigyn Therapeutics, Inc [Member] | |||
Percentage of acquisition ownership interest | 100.00% | ||
Percentage of common stock outstanding | 75.00% | ||
Debt tem | 1 year | ||
Percentage of original issuer discount | 10.00% | ||
Debt conversion price | $ 20 | ||
Acquistion valuation cost | $ 12,500,000 | ||
Warrant term | 5 years | ||
Warrant price | $ 30 | ||
Warrant valuation | $ 17,500,000 | ||
Liabilities | $ 3,429,516 | $ 3,429,516 | |
Common shares | 7,907,351 | 7,907,351 | |
Share Exchange Agreement [Member] | Sigyn Therapeutics, Inc [Member] | Maximum [Member] | |||
Convertible notes payable | $ 1,500,000 | ||
Shareholders investment | $ 500,000 |
Organization and Principal Ac_3
Organization and Principal Activities (Details Narrative) - USD ($) | Aug. 25, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Liabilities | $ 872,687 | $ 910 | |
Common shares | 500,000 | 500,000 | |
Share Exchange Agreement [Member] | Sigyn Therapeutics, Inc [Member] | |||
Percentage of acquisition ownership interest | 100.00% | ||
Percentage of common stock outstanding | 75.00% | ||
Liabilities | $ 3,429,516 | $ 3,429,516 | |
Common shares | 7,907,351 | 7,907,351 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) (10-Q) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | |
Basis Of Presentation Details Narrative | |||
Accumulated deficit | $ (1,550) | $ (721,543) | $ (721,543) |
Working capital deficit | 910 | 342,000 | 342,000 |
Net loss | (1,550) | $ (263,238) | (719,993) |
Net cash used in operating activities | $ (549,056) |
Basis of Presentation (Detail_2
Basis of Presentation (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | |
Basis Of Presentation Details Narrative | |||
Accumulated deficit | $ (1,550) | $ (721,543) | $ (721,543) |
Working capital deficit | 910 | 342,000 | 342,000 |
Net loss | (1,550) | $ (263,238) | (719,993) |
Net cash used in operating activities | $ (549,056) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) (10-Q) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | |
Federal deposit insurance corporation | $ 250,000 | $ 250,000 | $ 250,000 |
Revenues | |||
Advertising expenses | |||
Depreciation method | Our intangible assets are being amortized on a straight-line basis over a period of three years. | Our intangible assets are being amortized on a straight-line basis over a period of three years. | |
Impairment of long-lived assets | |||
Number of potential additional dilutive securities outstanding | |||
Stock based compensation | |||
Customer Concentration Risk [Member] | Revenue [Member] | |||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | |
Federal deposit insurance corporation | $ 250,000 | $ 250,000 | $ 250,000 |
Advertising expenses | |||
Revenues | |||
Property and equipment useful lives | 5 years | ||
Depreciation method | Our intangible assets are being amortized on a straight-line basis over a period of three years. | Our intangible assets are being amortized on a straight-line basis over a period of three years. | |
Impairment of long-lived assets | |||
Number of potential additional dilutive securities outstanding | |||
Stock based compensation | |||
No Customers [Member] | Revenue [Member] | |||
Concentration risk, percentage | 10.00% | ||
No Customers [Member] | Accounts Receivable [Member] | |||
Concentration risk, percentage | 10.00% |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) (10-Q) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 600 | $ 600 | $ 0 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) (10-Q) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Intangible assets gross | $ 10,799 | |
Accumulated amortization | (600) | |
Total | $ 10,199 | |
Website [Member] | ||
Estimated life | 3 years |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Future Amortization Expenses Related to Intangible Assets (Details) (10-Q) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 900 | |
2021 | 3,600 | |
2022 | 3,600 | |
2023 | 2,099 | |
Total | $ 10,199 |
Convertible Promissory Debent_3
Convertible Promissory Debentures (Details Narrative) (10-Q) - USD ($) | Dec. 02, 2020 | Nov. 05, 2020 | Oct. 28, 2020 | Oct. 27, 2020 | Oct. 26, 2020 | Sep. 29, 2020 | Sep. 28, 2020 | Sep. 21, 2020 | Sep. 18, 2020 | Sep. 17, 2020 | Aug. 18, 2020 | Jun. 23, 2020 | Jan. 28, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Original issue discount | $ 60,625 | ||||||||||||||
Securities Purchase Agreement [Member] | Christopher Wetzel [Member] | |||||||||||||||
Principal amount | $ 25,000 | ||||||||||||||
Debt maturity date | Aug. 18, 2021 | ||||||||||||||
Share price | $ 1 | ||||||||||||||
Shares issued price for each | $ 0.90909 | ||||||||||||||
Warrants term | 5 years | ||||||||||||||
Warrants to purchase shares | 5,000 | ||||||||||||||
Warrants exercise price | $ 30 | ||||||||||||||
Notes and warrants issued | $ 25,000 | ||||||||||||||
Original issue discount | 0 | ||||||||||||||
Securities Purchase Agreement [Member] | Joseph Eisenberger [Member] | |||||||||||||||
Principal amount | $ 165,000 | ||||||||||||||
Debt maturity date | Sep. 30, 2021 | ||||||||||||||
Share price | $ 1 | ||||||||||||||
Shares issued price for each | $ 0.90909 | ||||||||||||||
Warrants term | 5 years | ||||||||||||||
Warrants to purchase shares | 7,500 | ||||||||||||||
Warrants exercise price | $ 30 | ||||||||||||||
Notes and warrants issued | $ 150,000 | ||||||||||||||
Original issue discount | $ 15,000 | ||||||||||||||
Securities Purchase Agreement [Member] | Ross DiMaggio [Member] | |||||||||||||||
Principal amount | $ 27,500 | ||||||||||||||
Debt maturity date | Aug. 28, 2102 | ||||||||||||||
Share price | $ 1 | ||||||||||||||
Shares issued price for each | $ 0.90909 | ||||||||||||||
Warrants term | 5 years | ||||||||||||||
Warrants to purchase shares | 1,000 | ||||||||||||||
Warrants exercise price | $ 30 | ||||||||||||||
Notes and warrants issued | $ 20,000 | ||||||||||||||
Original issue discount | 7,500 | ||||||||||||||
Securities Purchase Agreement [Member] | David W. Unger [Member] | |||||||||||||||
Principal amount | $ 33,000 | ||||||||||||||
Debt maturity date | Aug. 18, 2021 | ||||||||||||||
Share price | $ 1 | ||||||||||||||
Shares issued price for each | $ 0.90909 | ||||||||||||||
Warrants term | 5 years | ||||||||||||||
Warrants to purchase shares | 1,500 | ||||||||||||||
Warrants exercise price | $ 30 | ||||||||||||||
Notes and warrants issued | $ 30,000 | ||||||||||||||
Original issue discount | $ 3,000 | ||||||||||||||
Securities Purchase Agreement [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||
Principal amount | $ 181,500 | $ 50,000 | $ 385,000 | ||||||||||||
Debt maturity date | Sep. 30, 2021 | Jun. 23, 2021 | Jan. 26, 2021 | ||||||||||||
Share price | $ 1 | $ 1 | $ 1 | ||||||||||||
Shares issued price for each | $ 0.90909 | $ 0.90909 | $ 0.90909 | ||||||||||||
Warrants term | 5 years | 5 years | 5 years | ||||||||||||
Warrants to purchase shares | 8,250 | 10,000 | 80,209 | ||||||||||||
Warrants exercise price | $ 30 | $ 30 | $ 7 | ||||||||||||
Notes and warrants issued | $ 165,000 | $ 50,005 | $ 350,005 | ||||||||||||
Original issue discount | $ 16,500 | 0 | $ 34,995 | ||||||||||||
Securities Purchase Agreement [Member] | Brio Capital Maser Fund, Ltd. [Member] | |||||||||||||||
Principal amount | $ 93,500 | $ 50,000 | |||||||||||||
Debt maturity date | Sep. 30, 2021 | Jun. 23, 2021 | |||||||||||||
Share price | $ 1 | $ 1 | |||||||||||||
Shares issued price for each | $ 0.90909 | $ 0.90909 | |||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||
Warrants to purchase shares | 4,250 | 10,000 | |||||||||||||
Warrants exercise price | $ 30 | $ 30 | |||||||||||||
Notes and warrants issued | $ 85,000 | $ 50,005 | |||||||||||||
Original issue discount | $ 8,500 | 0 | |||||||||||||
Convertible Debt Agreement [Member] | Subsequent Event [Member] | Christopher Wetzel [Member] | |||||||||||||||
Debt conversion of shares | 70,510 | ||||||||||||||
Convertible Debt Agreement [Member] | Subsequent Event [Member] | Joseph Eisenberger [Member] | |||||||||||||||
Debt conversion of shares | 423,060 | ||||||||||||||
Convertible Debt Agreement [Member] | Subsequent Event [Member] | Ross DiMaggio [Member] | |||||||||||||||
Debt conversion of shares | 56,408 | ||||||||||||||
Convertible Debt Agreement [Member] | Subsequent Event [Member] | David W. Unger [Member] | |||||||||||||||
Debt conversion of shares | 84,612 | ||||||||||||||
Convertible Debt Agreement [Member] | October 20, 2020 [Member] | Christopher Wetzel [Member] | |||||||||||||||
Principal amount | $ 27,500 | ||||||||||||||
Warrants to purchase shares | 70,510 | ||||||||||||||
Warrants exercise price | $ 0.59 | ||||||||||||||
Notes and warrants issued | $ 25,000 | ||||||||||||||
Original issue discount | $ 2,500 | ||||||||||||||
Debt maturity date, description | August 18, 2021 to October 20, 2021. | ||||||||||||||
Convertible Debt Agreement [Member] | October 20, 2020 [Member] | Joseph Eisenberger [Member] | |||||||||||||||
Warrants to purchase shares | 423,060 | ||||||||||||||
Warrants exercise price | $ 0.59 | ||||||||||||||
Debt maturity date, description | September 30, 2021 to October 20, 2021. | ||||||||||||||
Convertible Debt Agreement [Member] | October 20, 2020 [Member] | Ross DiMaggio [Member] | |||||||||||||||
Principal amount | $ 22,000 | ||||||||||||||
Warrants to purchase shares | 56,408 | ||||||||||||||
Warrants exercise price | $ 0.59 | ||||||||||||||
Notes and warrants issued | $ 20,000 | ||||||||||||||
Original issue discount | $ 2,000 | ||||||||||||||
Debt maturity date, description | August 18, 2021 to October 20, 2021. | ||||||||||||||
Convertible Debt Agreement [Member] | October 20, 2020 [Member] | David W. Unger [Member] | |||||||||||||||
Warrants to purchase shares | 84,612 | ||||||||||||||
Warrants exercise price | $ 0.59 | ||||||||||||||
Debt maturity date, description | August 18, 2021 to October 20, 2021. | ||||||||||||||
Convertible Debt Agreement [Member] | Osher Capital Partners LLC [Member] | October 20, 2020 [Member] | |||||||||||||||
Principal amount | $ 55,000 | ||||||||||||||
Warrants to purchase shares | 465,366 | 141,020 | 4,113,083 | ||||||||||||
Warrants exercise price | $ 0.59 | $ 0.59 | $ 0.14 | ||||||||||||
Notes and warrants issued | $ 50,005 | ||||||||||||||
Original issue discount | $ 4,995 | ||||||||||||||
Debt maturity date, description | September 30, 2021 to October 20, 2021. | June 23, 2021 to October 20, 2021. | June 23, 2021 to October 20, 2021. | ||||||||||||
Convertible Debt Agreement [Member] | Brio Capital Maser Fund, Ltd. [Member] | Subsequent Event [Member] | |||||||||||||||
Debt conversion of shares | 141,020 | ||||||||||||||
Convertible Debt Agreement [Member] | Brio Capital Maser Fund, Ltd. [Member] | October 20, 2020 [Member] | |||||||||||||||
Principal amount | $ 55,000 | ||||||||||||||
Warrants to purchase shares | 239,734 | 141,020 | |||||||||||||
Warrants exercise price | $ 0.59 | $ 0.59 | |||||||||||||
Notes and warrants issued | $ 50,005 | ||||||||||||||
Original issue discount | $ 4,995 | ||||||||||||||
Debt maturity date, description | September 30, 2021 to October 20, 2021. | June 23, 2021 to October 20, 2021. | |||||||||||||
Convertible Debt Agreement [Member] | Brio Capital Maser Fund, Ltd. [Member] | September 18, 2020 [Member] | Subsequent Event [Member] | |||||||||||||||
Debt conversion of shares | 239,734 |
Convertible Promissory Debent_4
Convertible Promissory Debentures - Schedule of Convertible Promissory Debentures (Details) (10-Q) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total convertible notes payable | $ 1,010,500 | |
Original issue discount | (60,625) | |
Debt discount | (100,299) | |
Total convertible notes payable | 849,576 | |
Convertible Notes Payable One [Member] | ||
Total convertible notes payable | 385,000 | |
Convertible Notes Payable Two [Member] | ||
Total convertible notes payable | 50,000 | |
Convertible Notes Payable Three [Member] | ||
Total convertible notes payable | 50,000 | |
Convertible Notes Payable Four [Member] | ||
Total convertible notes payable | 25,000 | |
Convertible Notes Payable Five [Member] | ||
Total convertible notes payable | 181,500 | |
Convertible Notes Payable Six [Member] | ||
Total convertible notes payable | 93,500 | |
Convertible Notes Payable Seven [Member] | ||
Total convertible notes payable | 165,000 | |
Convertible Notes Payable Eight [Member] | ||
Total convertible notes payable | 27,500 | |
Convertible Notes Payable Nine [Member] | ||
Total convertible notes payable | $ 33,000 |
Convertible Promissory Debent_5
Convertible Promissory Debentures - Schedule of Convertible Promissory Debentures (Details) (10-Q) (Parenthetical) - USD ($) | Sep. 28, 2020 | Sep. 21, 2020 | Sep. 18, 2020 | Sep. 17, 2020 | Aug. 18, 2020 | Jun. 23, 2020 | Jan. 28, 2020 |
Convertible Notes Payable One [Member] | |||||||
Principal amount | $ 385,000 | ||||||
Debt interest rate | 0.00% | ||||||
Debt maturity date | Oct. 20, 2021 | ||||||
Convertible Notes Payable Two [Member] | |||||||
Principal amount | $ 50,000 | ||||||
Debt interest rate | 0.00% | ||||||
Debt maturity date | Oct. 20, 2021 | ||||||
Convertible Notes Payable Three [Member] | |||||||
Principal amount | $ 50,000 | ||||||
Debt interest rate | 0.00% | ||||||
Debt maturity date | Oct. 20, 2021 | ||||||
Convertible Notes Payable Four [Member] | |||||||
Principal amount | $ 25,000 | ||||||
Debt interest rate | 0.00% | ||||||
Debt maturity date | Oct. 20, 2021 | ||||||
Convertible Notes Payable Five [Member] | |||||||
Principal amount | $ 181,500 | ||||||
Debt interest rate | 0.00% | ||||||
Debt maturity date | Oct. 20, 2021 | ||||||
Convertible Notes Payable Six [Member] | |||||||
Principal amount | $ 93,500 | ||||||
Debt interest rate | 0.00% | ||||||
Debt maturity date | Oct. 20, 2021 | ||||||
Convertible Notes Payable Seven [Member] | |||||||
Principal amount | $ 165,000 | ||||||
Debt interest rate | 0.00% | ||||||
Debt maturity date | Oct. 20, 2021 | ||||||
Convertible Notes Payable Eight [Member] | |||||||
Principal amount | $ 27,500 | ||||||
Debt interest rate | 0.00% | ||||||
Debt maturity date | Oct. 20, 2021 | ||||||
Convertible Notes Payable Nine [Member] | |||||||
Principal amount | $ 33,000 | ||||||
Debt interest rate | 0.00% | ||||||
Debt maturity date | Oct. 20, 2021 |
Convertible Promissory Debent_6
Convertible Promissory Debentures - Schedule of Principal Payments on Convertible Promissory Debentures (Details) (10-Q) | Sep. 30, 2020USD ($) |
Debt Disclosure [Abstract] | |
2020 | |
2021 | $ 1,010,500 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) (10-Q) - USD ($) | 2 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Stock issued during the period | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 1,000,000 | 1,000,000 |
Common stock, issued | 500,000 | 500,000 |
Common stock, outstanding | 500,000 | 500,000 |
Restricted Common Shares [Member] | ||
Stock issued during the period | $ 500,000 | $ 500,000 |
Stock issued during the period, shares | 500 | 500 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details Narrative) - USD ($) | 2 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Stock issued during the period | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 1,000,000 | 1,000,000 |
Common stock, issued | 500,000 | 500,000 |
Common stock, outstanding | 500,000 | 500,000 |
Restricted Common Shares [Member] | ||
Stock issued during the period | $ 500,000 | $ 500,000 |
Stock issued during the period, shares | 500 | 500 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) (10-Q) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
James Joyce the Company's CEO [Member] | |||
Compensation expense | $ 75,000 | $ 300,260 | $ 0 |
Employee benefits | 5,106 | 15,318 | 0 |
Craig Roberts, the Company's COO [Member] | |||
Compensation expense | 30,000 | 168,015 | 0 |
Employee benefits | $ 5,106 | $ 15,318 | $ 0 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - USD ($) | Dec. 02, 2020 | Nov. 05, 2020 | Oct. 28, 2020 | Oct. 27, 2020 | Oct. 26, 2020 | Sep. 29, 2020 | Sep. 28, 2020 | Sep. 21, 2020 | Sep. 18, 2020 | Sep. 17, 2020 | Aug. 18, 2020 | Jun. 23, 2020 | Jan. 28, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Original issue discount | $ 60,625 | ||||||||||||||
Securities Purchase Agreement [Member] | Christopher Wetzel [Member] | |||||||||||||||
Principal amount | $ 25,000 | ||||||||||||||
Debt maturity date | Aug. 18, 2021 | ||||||||||||||
Share price | $ 1 | ||||||||||||||
Shares issued price for each | $ 0.90909 | ||||||||||||||
Warrants term | 5 years | ||||||||||||||
Warrants to purchase shares | 5,000 | ||||||||||||||
Warrants exercise price | $ 30 | ||||||||||||||
Notes and warrants issued | $ 25,000 | ||||||||||||||
Original issue discount | 0 | ||||||||||||||
Securities Purchase Agreement [Member] | Joseph Eisenberger [Member] | |||||||||||||||
Principal amount | $ 165,000 | ||||||||||||||
Debt maturity date | Sep. 30, 2021 | ||||||||||||||
Share price | $ 1 | ||||||||||||||
Shares issued price for each | $ 0.90909 | ||||||||||||||
Warrants term | 5 years | ||||||||||||||
Warrants to purchase shares | 7,500 | ||||||||||||||
Warrants exercise price | $ 30 | ||||||||||||||
Notes and warrants issued | $ 150,000 | ||||||||||||||
Original issue discount | $ 15,000 | ||||||||||||||
Securities Purchase Agreement [Member] | Ross DiMaggio [Member] | |||||||||||||||
Principal amount | $ 27,500 | ||||||||||||||
Debt maturity date | Aug. 28, 2102 | ||||||||||||||
Share price | $ 1 | ||||||||||||||
Shares issued price for each | $ 0.90909 | ||||||||||||||
Warrants term | 5 years | ||||||||||||||
Warrants to purchase shares | 1,000 | ||||||||||||||
Warrants exercise price | $ 30 | ||||||||||||||
Notes and warrants issued | $ 20,000 | ||||||||||||||
Original issue discount | 7,500 | ||||||||||||||
Securities Purchase Agreement [Member] | David W. Unger [Member] | |||||||||||||||
Principal amount | $ 33,000 | ||||||||||||||
Debt maturity date | Aug. 18, 2021 | ||||||||||||||
Share price | $ 1 | ||||||||||||||
Shares issued price for each | $ 0.90909 | ||||||||||||||
Warrants term | 5 years | ||||||||||||||
Warrants to purchase shares | 1,500 | ||||||||||||||
Warrants exercise price | $ 30 | ||||||||||||||
Notes and warrants issued | $ 30,000 | ||||||||||||||
Original issue discount | $ 3,000 | ||||||||||||||
Securities Purchase Agreement [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||
Principal amount | $ 181,500 | $ 50,000 | $ 385,000 | ||||||||||||
Debt maturity date | Sep. 30, 2021 | Jun. 23, 2021 | Jan. 26, 2021 | ||||||||||||
Share price | $ 1 | $ 1 | $ 1 | ||||||||||||
Shares issued price for each | $ 0.90909 | $ 0.90909 | $ 0.90909 | ||||||||||||
Warrants term | 5 years | 5 years | 5 years | ||||||||||||
Warrants to purchase shares | 8,250 | 10,000 | 80,209 | ||||||||||||
Warrants exercise price | $ 30 | $ 30 | $ 7 | ||||||||||||
Notes and warrants issued | $ 165,000 | $ 50,005 | $ 350,005 | ||||||||||||
Original issue discount | $ 16,500 | 0 | $ 34,995 | ||||||||||||
Securities Purchase Agreement [Member] | Brio Capital Maser Fund, Ltd. [Member] | |||||||||||||||
Principal amount | $ 93,500 | $ 50,000 | |||||||||||||
Debt maturity date | Sep. 30, 2021 | Jun. 23, 2021 | |||||||||||||
Share price | $ 1 | $ 1 | |||||||||||||
Shares issued price for each | $ 0.90909 | $ 0.90909 | |||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||
Warrants to purchase shares | 4,250 | 10,000 | |||||||||||||
Warrants exercise price | $ 30 | $ 30 | |||||||||||||
Notes and warrants issued | $ 85,000 | $ 50,005 | |||||||||||||
Original issue discount | $ 8,500 | 0 | |||||||||||||
Convertible Debt Agreement [Member] | Subsequent Event [Member] | Christopher Wetzel [Member] | |||||||||||||||
Debt conversion of shares | 70,510 | ||||||||||||||
Convertible Debt Agreement [Member] | Subsequent Event [Member] | Joseph Eisenberger [Member] | |||||||||||||||
Debt conversion of shares | 423,060 | ||||||||||||||
Convertible Debt Agreement [Member] | Subsequent Event [Member] | Ross DiMaggio [Member] | |||||||||||||||
Debt conversion of shares | 56,408 | ||||||||||||||
Convertible Debt Agreement [Member] | Subsequent Event [Member] | David W. Unger [Member] | |||||||||||||||
Debt conversion of shares | 84,612 | ||||||||||||||
Convertible Debt Agreement [Member] | October 20, 2020 [Member] | Christopher Wetzel [Member] | |||||||||||||||
Principal amount | $ 27,500 | ||||||||||||||
Warrants to purchase shares | 70,510 | ||||||||||||||
Warrants exercise price | $ 0.59 | ||||||||||||||
Notes and warrants issued | $ 25,000 | ||||||||||||||
Original issue discount | $ 2,500 | ||||||||||||||
Debt maturity date, description | August 18, 2021 to October 20, 2021. | ||||||||||||||
Convertible Debt Agreement [Member] | October 20, 2020 [Member] | Joseph Eisenberger [Member] | |||||||||||||||
Warrants to purchase shares | 423,060 | ||||||||||||||
Warrants exercise price | $ 0.59 | ||||||||||||||
Debt maturity date, description | September 30, 2021 to October 20, 2021. | ||||||||||||||
Convertible Debt Agreement [Member] | October 20, 2020 [Member] | Ross DiMaggio [Member] | |||||||||||||||
Principal amount | $ 22,000 | ||||||||||||||
Warrants to purchase shares | 56,408 | ||||||||||||||
Warrants exercise price | $ 0.59 | ||||||||||||||
Notes and warrants issued | $ 20,000 | ||||||||||||||
Original issue discount | $ 2,000 | ||||||||||||||
Debt maturity date, description | August 18, 2021 to October 20, 2021. | ||||||||||||||
Convertible Debt Agreement [Member] | October 20, 2020 [Member] | David W. Unger [Member] | |||||||||||||||
Warrants to purchase shares | 84,612 | ||||||||||||||
Warrants exercise price | $ 0.59 | ||||||||||||||
Debt maturity date, description | August 18, 2021 to October 20, 2021. | ||||||||||||||
Convertible Debt Agreement [Member] | Osher Capital Partners LLC [Member] | October 20, 2020 [Member] | |||||||||||||||
Principal amount | $ 55,000 | ||||||||||||||
Warrants to purchase shares | 465,366 | 141,020 | 4,113,083 | ||||||||||||
Warrants exercise price | $ 0.59 | $ 0.59 | $ 0.14 | ||||||||||||
Notes and warrants issued | $ 50,005 | ||||||||||||||
Original issue discount | $ 4,995 | ||||||||||||||
Debt maturity date, description | September 30, 2021 to October 20, 2021. | June 23, 2021 to October 20, 2021. | June 23, 2021 to October 20, 2021. | ||||||||||||
Convertible Debt Agreement [Member] | Brio Capital Maser Fund, Ltd. [Member] | Subsequent Event [Member] | |||||||||||||||
Debt conversion of shares | 141,020 | ||||||||||||||
Convertible Debt Agreement [Member] | Brio Capital Maser Fund, Ltd. [Member] | October 20, 2020 [Member] | |||||||||||||||
Principal amount | $ 55,000 | ||||||||||||||
Warrants to purchase shares | 239,734 | 141,020 | |||||||||||||
Warrants exercise price | $ 0.59 | $ 0.59 | |||||||||||||
Notes and warrants issued | $ 50,005 | ||||||||||||||
Original issue discount | $ 4,995 | ||||||||||||||
Debt maturity date, description | September 30, 2021 to October 20, 2021. | June 23, 2021 to October 20, 2021. | |||||||||||||
Convertible Debt Agreement [Member] | Brio Capital Maser Fund, Ltd. [Member] | September 18, 2020 [Member] | Subsequent Event [Member] | |||||||||||||||
Debt conversion of shares | 239,734 |