Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | BRAIN SCIENTIFIC INC. | ||
Trading Symbol | N/A | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 50,578,003 | ||
Entity Public Float | $ 7,780,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001662382 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-209325 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 81-0876714 | ||
Entity Address, Address Line One | 6700 Professional Parkway | ||
Entity Address, City or Town | Lakewood Ranch | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 34240 | ||
City Area Code | (917) | ||
Local Phone Number | 388-1578 | ||
Title of 12(b) Security | N/A | ||
Security Exchange Name | NONE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 3289 | ||
Auditor Location | Tampa, Florida | ||
Auditor Name | Accell Audit and Compliance PA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 785,363 | $ 68,943 |
Accounts receivable | 16,922 | |
Inventory | 146,090 | 44,904 |
Advances to officers | 16,941 | 7,542 |
Prepaid expenses and other current assets | 166,458 | 12,000 |
TOTAL CURRENT ASSETS | 1,131,774 | 133,389 |
Property and equipment, net | 122,979 | 91,742 |
Intangible assets | 10,920,577 | |
Goodwill | 913,184 | |
Operating lease right-of-use asset | 191,702 | |
Other long-term assets | 95,000 | |
TOTAL ASSETS | 13,375,216 | 225,131 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 2,987,264 | 1,444,476 |
Accounts payable and accrued expenses - related party | 75,000 | |
Accrued interest | 356,998 | 26,766 |
Notes payable | 320,000 | 650,000 |
Loans payable | 6,667 | |
Loans payable - related party | 155,989 | |
Operating lease liability, current portion | 104,591 | |
TOTAL CURRENT LIABILITIES: | 4,006,509 | 2,121,242 |
Convertible notes payable, net | 9,972,551 | |
Operating lease liability, net of current portion | 91,089 | |
Paycheck protection program (PPP) loan | 111,477 | |
TOTAL LIABILITIES | 14,070,149 | 2,232,719 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | ||
Common stock, $0.001 par value; 200,000,000 shares authorized, 50,217,308 and 29,520,454 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 50,217 | 29,520 |
Additional paid in capital | 21,537,763 | 11,141,129 |
Accumulated deficit | (22,278,923) | (13,178,237) |
Accumulated other comprehensive loss | (3,990) | |
TOTAL STOCKHOLDERS' DEFICIT | (694,933) | (2,007,588) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 13,375,216 | $ 225,131 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 50,217,308 | 29,520,454 |
Common stock, shares outstanding | 50,217,308 | 29,520,454 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUE | $ 265,747 | $ 93,664 |
COST OF GOODS SOLD | 182,519 | 43,762 |
GROSS PROFIT | 83,228 | 49,902 |
SELLING, GENERAL AND ADMINISTRATIVE | ||
Research and development | 329,452 | 210,706 |
Professional fees | 818,698 | 268,223 |
Sales and marketing expenses | 1,041,575 | 197,372 |
Share-based compensation | 3,223,674 | 311,919 |
General and administrative expenses | 3,326,306 | 1,831,170 |
TOTAL SELLING, GENERAL AND ADMINISTRATIVE | 8,739,705 | 2,819,390 |
LOSS FROM OPERATIONS | (8,656,477) | (2,769,488) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (467,849) | (29,474) |
Amortization of debt discount | (89,787) | |
Loss on disposal of assets | (4,067) | |
Other income | 1,110 | |
Gain on forgiveness of paycheck protection loan | 112,338 | |
Foreign currency transaction loss | (21) | |
TOTAL OTHER EXPENSE | (444,209) | (33,541) |
LOSS BEFORE INCOME TAXES | (9,100,686) | (2,803,029) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | (9,100,686) | (2,803,029) |
OTHER COMPREHENSIVE LOSS | ||
Foreign currency translation adjustment | (3,990) | |
TOTAL COMPREHENSIVE LOSS | $ (9,104,676) | $ (2,803,029) |
NET LOSS PER COMMON SHARE | ||
Basic and diluted (in Dollars per share) | $ (0.26) | $ (0.1) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||
Basic and diluted (in Shares) | 30,680,204 | 26,819,946 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Series APreferred Stock | Series BPreferred Stock | Series CPreferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Balances at Dec. 31, 2019 | $ 8,119 | $ 710 | $ 1,488 | $ 22,536 | $ 10,376,391 | $ (10,375,208) | $ 34,036 | |
Balances (in Shares) at Dec. 31, 2019 | 8,118,993 | 7,115,089 | 14,880,641 | 22,536,091 | ||||
Sale of Series C Preferred Stock | $ 235 | 53,229 | 53,464 | |||||
Sale of Series C Preferred Stock (in Shares) | 234,796 | |||||||
Warrants issued in connection with the sale of Series C Preferred Stock | 46,536 | 46,536 | ||||||
Issuance of common stock for director services | $ 616 | 33,489 | 34,105 | |||||
Issuance of common stock for director services (in Shares) | 616,339 | |||||||
Recapitalization at reverse merger - May 20, 2020 | $ (8,119) | $ (710) | $ (1,723) | $ 6,197 | 622,205 | 617,850 | ||
Recapitalization at reverse merger - May 20, 2020 (in Shares) | (8,118,993) | (7,115,089) | (15,115,437) | 6,197,037 | ||||
Issuance of common stock for services | $ 171 | 9,279 | 9,450 | |||||
Issuance of common stock for services (in Shares) | 170,987 | |||||||
Net loss | (2,803,029) | (2,803,029) | ||||||
Balances at Dec. 31, 2020 | $ 29,520 | 11,141,129 | (13,178,237) | (2,007,588) | ||||
Balances (in Shares) at Dec. 31, 2020 | 29,520,454 | |||||||
Net loss | (3,575,585) | (3,575,585) | ||||||
Recapitalization October 1, 2021 | $ 20,687 | 7,172,971 | 7,193,658 | |||||
Recapitalization October 1, 2021 (in Shares) | 20,686,369 | |||||||
Fair value of stock options and warrants vested | 2,943,499 | 2,943,499 | ||||||
Issuance of common stock for services | $ 10 | 280,164 | 280,174 | |||||
Issuance of common stock for services (in Shares) | 10,485 | |||||||
Foreign currency translation adjustment | (3,990) | (3,990) | ||||||
Net loss | (5,525,101) | (5,525,101) | ||||||
Balances at Dec. 31, 2021 | $ 50,217 | $ 21,537,763 | $ (22,278,923) | $ (3,990) | $ (694,933) | |||
Balances (in Shares) at Dec. 31, 2021 | 50,217,308 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (9,100,686) | $ (2,803,029) |
Depreciation and amortization expense | 219,833 | 17,353 |
Amortization of debt discount and non-cash interest expense | 89,787 | |
Gain on forgiveness of paycheck protection loan | (112,338) | |
Loss on disposal of assets | 71,872 | 4,067 |
Fair value of stock options vested | 2,943,499 | 355,534 |
Common stock issued for services | 280,174 | |
Accounts receivable | (1,570) | |
Inventory | (99,372) | (44,904) |
Advances to officers | (9,399) | (5,559) |
Prepaid expenses and other current assets | (95,920) | 9,950 |
Other long-term assets | (95,000) | |
Accounts payable and accrued expenses | 112,504 | 1,508,158 |
Accrued interest | 26,766 | |
Operating lease liabilities, net | (70,176) | |
NET CASH USED IN OPERATING ACTIVITIES | (5,866,792) | (931,664) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (58,647) | (30,371) |
NET CASH USED IN INVESTING ACTIVITIES | (58,647) | (30,371) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 3,750,000 | |
Proceeds from note payable | 3,469,982 | 650,000 |
Proceeds from issuance of Series C Preferred Stock | 100,000 | |
Proceeds from PPP Loan | 111,477 | |
Repayment of promissory note | (574,133) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 6,645,849 | 861,477 |
Effect of exchange rate changes on cash | (3,990) | |
NET CHANGE IN CASH | 716,420 | (100,558) |
CASH AT BEGINNING OF THE PERIOD | 68,943 | 169,501 |
CASH AT END OF THE PERIOD | 785,363 | 68,943 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 72,000 | |
Cash paid for taxes | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Intangible assets recorded at acquisition | 11,113,000 | |
Goodwill recognized at acquisition | 913,184 | |
Shares issued for acquisition | 7,240,229 | |
Net assets assumed in merger | (1,193,499) | |
Convertible notes payable assumed at merger | 2,451,641 | |
Notes payable converted into convertible notes payable | 4,119,982 | |
Notes payable assumed in merger | 320,000 | |
Accrued interest converted into convertible notes payable | $ 208,425 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Nature of Operations [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Brain Scientific Inc. (the “Company”), was incorporated under the laws of the state of Nevada on November 18, 2013 under the name All Soft Gels Inc. On October 1, 2021, the Company acquired Piezo Motion Corp (“Piezo”), a privately held Delaware corporation formed in January 2020. Upon completion of the acquisition, Piezo is treated as the surviving entity and accounting acquirer although the Company was the legal acquirer. Accordingly, the Company’s historical financial statements are those of Piezo.. The Company has two lines of operations The MemoryMD subsidiary group is involved in cloud computing, data analytics and medical device technology in the NeuroTech and brain monitoring industries seeking to commercialize its EEG devices and caps. The Piezo subsidiary group is focused on the ultrasonic standing wave-type piezo motor technology for rotary and linear motion and has experience in the research and development, as well as the manufacturing, of piezo motors for high-tech industries across the globe. The Company is headquartered in Sarasota, Florida. Reverse Merger and Corporate Restructure On June 11, 2021, the Company entered into a merger agreement (the “Merger Agreement”) with Piezo and BRSF Acquisition Inc. to acquire Piezo (the “Acquisition”). The transactions contemplated by the Merger Agreement were consummated on October 1, 2021 and, pursuant to the terms of the Merger Agreement, all outstanding shares of Piezo were exchanged for 29,520,454 shares of the Company’s common stock and Piezo became the Company’s wholly owned subsidiary. The Merger was effected pursuant to the Merger Agreement. The Merger is being accounted for as a reverse merger whereby Piezo is the acquirer for accounting purposes. Piezo is considered the acquiring company for accounting purposes as upon completion of the Merger, Piezo’s former stockholders held a majority of the voting interest of the combined company. Pursuant to the Merger, the Company issued shares of its common stock to Piezo’s stockholders, at an exchange ratio of 2.93 shares of the Company’s common stock. Acquisition Accounting The fair value of Brain Scientific assets acquired and liabilities assumed was based upon management’s estimates assisted by an independent third-party valuation firm. The following table summarizes the allocation of purchase price of the acquisition: Tangible Assets Acquired: Allocation Net working capital (1,186,622 ) Right of use asset 40,093 Lease liability (46,970 ) Net Tangible Assets Acquired $ (1,193,499 ) Intangible Assets Acquired: Brain Scientific Trade Name 133,000 MemoryMD Trade Name 533,000 Neurocap Trade Name 188,000 Neuro EEG Trade Name 11,000 Customer Relationships (29,000 ) NeuroCap Developed Technology 10,242,000 NeuroEEG Developed Technology 35,000 Total Fair Value of Assets Acquired $ 11,113,000 Consideration: Fair value of equity received 7,240,222 Liabilities assumed 2,978,152 Loans forgiven 605,311 Goodwill $ 913,184 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in ASC 810 Consolidation (“ASC 810”). The consolidated financial statements include the accounts of the Company and its subsidiaries, Piezo Motion Corp, Discovery Technology International, Inc., MemoryMD US, MemoryMD – Russia and MemoryMD - Europe. All significant consolidated transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP 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 date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the useful life of property and equipment and assumptions used in the valuation of options and warrants. The Effects of COVID-19 The World Health Organization (WHO) declared the coronavirus outbreak a pandemic on January 30, 2020. Since the outbreak in China in December 2019, COVID-19 has expanded its impact to Europe, where all of our operations reside, as well as our employees, suppliers and customers. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration of the closings and shelter-in-place orders and the ultimate impact of governmental initiatives. However, the financial impact and duration cannot be reasonably estimated at this time. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2021 and December 31, 2020, the Company had no cash equivalents. The Company’s cash is held with financial institutions, and the account balances may, at times, exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit. Accounts are insured by the FDIC up to $250,000 per financial institution. The Company has not experienced any losses in such accounts with these financial institutions. As of December 31, 2021 and December 31, 2020, the Company had $277,989 and $0, respectively, in excess over the FDIC insurance limit. I nventory Inventory consists of finished goods that are valued at lower of cost or market using the weighted average method. Property and Equipment Property, plant and equipment are carried at cost. Depreciation is provided on the straight-line method over the assets estimated service lives. Expenditures for maintenance and repairs are charged to expense in the period in which they are incurred, and betterments are capitalized. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are reflected in the accompanying statements of operations of the respective period. The estimated useful lives range from 3 to 7 years. Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the net identifiable assets acquired. Goodwill is evaluated for impairment annually or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, macro and reporting unit specific economic factors (for example, interest rate and foreign exchange rate fluctuations, and loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts. Convertible Notes Payable The Company has issued convertible notes, which contain variable conversion features, whereby the outstanding principal and accrued interest automatically convert into common shares at a fixed price which may be a discount to the common stock at the time of conversion. Some of the conversion features of these notes are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred. Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606 Revenue from Contracts with Customers. This guidance requires an entity to recognize revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Once the steps are met, revenue is recognized, generally upon receiving a letter of acceptance from the customer. There has been no material effect on the Company’s financial statements as a result of adopting Topic 606. The Company recognizes revenue from the sale of NeuroCaps, as well as revenue from the sale of goods purchased through manufacturers of medical devices. All revenue for the years ended December 31, 2021 and 2020 is from the sale of medical devices purchased from Neurotech, a related party. Research and Development The Company expenses all research and development costs as they are incurred. Research and development includes expenditures in connection with in-house research and development salaries and staff costs, application and filing for regulatory approval of proposed products, regulatory and scientific consulting fees, as well as contract research, data collection, and monitoring, related to the research and development of the cloud infrastructure, data imaging, and proprietary products and technology. Research and development costs recognized in the statement of operations for the years ended December 31, 2021 and 2020 were $329,452 and $210,706, respectively. Sales and Marketing Advertising and marketing costs are expensed as incurred. Advertising and marketing costs recognized in the statement of operations for the years ended December 31, 2021 and 2020 were $1,041,575 and $197,372, respectively. Stock-based Compensation The Company measures and recognizes compensation expense for all stock-based payments at fair value over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options and warrants. Equity-based compensation expense is recorded in administrative expenses based on the classification of the employee or vendor. The determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Basic and Diluted Net Loss Per Common Share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. In the years ended December 31, 2021 and 2020, 7,156,406 and 0, respectively, of anti-dilutive securities were excluded from the computation. Reclassification Certain prior years balances have been reclassified to conform to current year presentation. Fair Value of Financial Instruments The Company’s financial instruments are measured and recorded at fair value based on inputs and assumptions that market participants would use in pricing an asset or a liability. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, management considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. Fair value is determined for assets and liabilities using a three-tiered value hierarchy into which these assets and liabilities are grouped based upon significant inputs as follows: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the lack of significance of the observable parameters to the overall fair value measurement. However, the fair value determination for Level 3 financial instruments may consider some observable market inputs. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The carrying values of cash, prepaid expenses and other current assets, convertible notes, accounts payable, loans payable and due to others approximate fair value due to the short-term nature of these items. The Company did not have any Level 1, Level 2 or Level 3 assets or liabilities as of December 31, 2021 and 2020. Income Taxes The Company accounts for income taxes using the asset-and-liability method in accordance with ASC Topic 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rate is recognized in the period that includes the enactment date. A valuation allowance is recorded if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized in future periods. The Company follows the guidance in ASC Topic 740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet the more-likely-than-not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax expense. As of December 31, 2021, and December 31, 2020, the Company had no unrecognized uncertain income tax positions. Recent Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company's financial position or results of operations upon adoption. In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments,” which requires measurement and recognition of expected credit losses at the point a loss is probable to occur, rather than expected to occur, which will generally result in earlier recognition of allowances for credit losses. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 in the first quarter of 2020 and the adoption did not have a material impact on its consolidated financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern for a period of one year from the issuance of these financial statements. For the year ended December 31, 2021, the Company had $265,747 in revenues, a net loss of $9,100,686 and had net cash used in operations of $5,794,792. Additionally, as of December 31, 2021, the Company had working capital deficit, stockholders’ deficit and accumulated deficit of $2,874,735, $694,933 and $22,278,923, respectively. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of the issuance of these financial statements. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company’s patent applications and ultimately achieving a level of sales adequate to support the Company’s cost structure. However, there can be no assurances that the Company will be able to secure additional equity investments or achieve an adequate sales level. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 4 – INVENTORY December 31, December 31, Raw materials $ 93,190 $ 20,608 Parts 11,857 2,349 Finished goods 41,043 21,947 Total $ 146,090 $ 44,904 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, December 31, Prepaid insurance $ 105,900 $ - Other prepaid expenses 46,170 7,000 Lease deposits 14,378 5,000 Other assets 10 - Total $ 166,458 $ 12,000 As of December 31, 2021 and 2020, there was a total amount of $95,000 and $0 of long-term prepaid insurance, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: December 31, December 31, Computer equipment $ - $ 4,164 Machinery and equipment 176,678 121,433 Leasehold improvements 12,283 5,000 188,961 130,597 Less: Accumulated depreciation (65,982 ) (38,855 ) Total $ 122,979 $ 91,742 Depreciation expense was $27,410 and $17,353 for the year ended December 31, 2021 and 2020, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 7 – INTANGIBLE ASSETS, NET Pursuant to the Merger, the Company accounted for the transaction as a reverse acquisition as prescribed in Accounting Standards Codification 805, Business Combinations (“ASC 805”) and ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”). The following table summarizes the allocation of purchase price of the acquisition: Tangible Assets Acquired: Allocation Net working capital $ (1,186,622 ) Right of use asset 40,093 Lease liability (46,970 ) Net Tangible Assets Acquired $ (1,193,499 ) Intangible Assets Acquired: Brain Scientific trade name $ 133,000 MemoryMD trade name 533,000 Neurocap trade name 188,000 Neuro EEG trade name 11,000 Customer relationships (29,000 ) NeuroCap developed technology 10,242,000 NeuroEEG developed technology 35,000 Total Fair Value of Assets Acquired $ 11,113,000 Consideration: Fair value of equity received 7,240,222 Liabilities assumed 2,978,152 Loans forgiven 605,311 Goodwill $ 913,184 The components of the acquired intangible assets were as follows: Preliminary Average Fair Estimated Life Patent products $ 10,277,000 3.3 - 15.4 Licenses and trademarks 865,000 9 Customer/distribution list (29,000) 12.5 $ 11,113,000 Accumulated amortization (192,423 ) Total 10,920,577 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable as of December 31, 2021 and 2020 consisted of the following: December 31, December 31, Trade payables $ 1,101,028 $ 398,155 Accrued payroll and related expenses 1,593,925 997,410 Accrued expenses 255,820 48,911 Customer deposits 36,491 - Total $ 2,987,264 $ 1,444,476 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses – Related Party | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable And Accrued Expenses Related Party [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES – RELATED PARTY | NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES – RELATED PARTY Accounts payable related parties as of December 31, 2021 consists of accrued director’s fees in the amount of $75,000. There was no balance at December 31, 2020. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 10 – NOTES PAYABLE As part of the merger, the Company assumed the following two notes payable: February 21, 2020 Note On February 21, 2020, a third party loaned the Company $20,000, evidenced by a non-convertible promissory note (the “February Note”). The February Note bears interest at a fixed rate of 12% per annum, computed based on a 360-day year of twelve 30-day months, which interest will be payable quarterly until the maturity date. The principal outstanding and any accrued and unpaid interest due under the February Note were due on February 22, 2022. The Company recorded $3,593 of accrued interest and has a total outstanding principal balance of $20,000 as of December 31, 2021. The February note and accrued interest was repaid on February 22, 2022. December 28, 2020 Note On December 28, 2020, the Company entered into a Securities Purchase Agreement (the “December Purchase Agreement”) dated as of December 28, 2020 (the “December 28 Issuance Date”) and issued and sold to an investor a Promissory Note (the “December 28 Note”) in the aggregate principal amount of $300,000. Pursuant to the December Purchase Agreement, in connection with the issuance of the December 28 Note, the Company issued two common stock purchase warrants (separately, “Warrant A” and “Warrant B”, and together, the “December Warrants”) to the investor, allowing the investor to purchase an aggregate of 500,000 shares of the Company’s common stock, with Warrant A being a commitment fee of 250,000 shares of common stock, and Warrant B being fully earned upon issuance as an additional commitment fee of 250,000 shares of common stock, provided that Warrant B is returnable to the Company upon the repayment of the December 28 Note, as an additional incentive for the repayment of the December 28 Note. The net amount received by the Company during the year ended December 31, 2020 was approximately $265,000 after payment of certain fees to the investor or on behalf of the investor. The December 28 Note bears interest commencing on the December 28 Issuance Date at a fixed rate of 12% per annum on any unpaid principal balance, and will be payable, along with the principal amount, on December 28, 2021. At issuance, the Company recorded debt discount of $300,000 related to the December 28 Note. Amortization of the debt discount is recorded as interest expense and a total of $73,151 was amortized during the year ended December 31, 2021. The initial maturity date for the December 28 Note was December 28, 2021. On December 28, 2021, the Company signed an allonge with the investor amending the note. The terms of the amended note provided for two equal payments of $184,800, due on February 28, 2022 and March 31, 2022. The December 28 Note contains customary events of default which entitle the investor, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the December 28 Note. Upon an event of default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. The December 28 Note further contains monetary penalties in the event of certain events of default or breaches. The December Warrants each have an exercise price of $1.20, subject to customary adjustments, and may be exercised at any time until the three-year anniversary of the December Warrants; provided, however, in the event the Company repays the December 28 Note in its entirety on or prior to the maturity date of the December 28 Note, Warrant B shall automatically expire and may only be exercised in the event it does not so automatically expire. The December Warrants include a cashless exercise provision as set forth therein. Notes payable as of December 31, 2020 amounted to $650,000 and are described in Note 11 below. They were converted into convertible notes payable at the merger on October 1, 2021. |
Convertible Notes Payable, Net
Convertible Notes Payable, Net | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE, NET | NOTE 11 – CONVERTIBLE NOTES PAYABLE, NET 2020 Notes In July 2020, Motion made an offering of convertible notes not to exceed approximately $2,400,000. In October and extended in April, June and August 2021, the Board authorized increasing the potential investment to not exceed $5,000,000. These notes are payable by October 13, 2021, interest accruing at 10% per annum. At the completion of a qualifying investment, the Company, at its sole discretion may convert the loans and any accrued interest to common stock with a 120% multiplier on the value of the common stock in the qualifying investment. As of September 30, 2021 and December 31, 2020, the carrying amount of these notes was $4,119,982 and $650,000, respectively with accrued interest of $208,480 and $26,766, respectively. On October 1, 2021, the outstanding balances and accrued interest were exchanged for new notes payable as part of the merger. 2021 Notes In conjunction with the closing of the Merger on October 1, 2021, the Company conducted an initial closing under a private offering (the “Offering”) of 10% convertible promissory notes due and payable on April 1, 2023 (the “2021 Notes”). As part of the Offering, the Company exchanged the 2020 Notes and accrued interest as well as additional notes issued in 2021 with the same terms as the 2020 Notes and their accrued interest amounting to $4,328,407, as well as $1,540,508 of debt assumed in the merger into 2021 Notes. At the merger, the Company also issued a convertible promissory note to an investor in the amount of $2,950,000 with proceeds of $2,850,000 net of an original issuance discount, with the same terms as the 2021 Notes. Each holder of the 2021 Notes, provided that the note is still then outstanding, will be issued, on the earlier of (i) the date, if any, upon which the Company’s common stock is listed for trading on the NASDAQ stock exchange (the “Uplist”), and (ii) the date that is eighteen months from the date of issuance, a warrant to purchase an amount of shares of the Company’s common stock, equal to such holder’s Warrant Share Amount. For purposes of the foregoing, a holder’s “Warrant Share Amount” means (i) if such Warrant is issued in connection with the Uplist, one half of the initial principal balance of such Holder’s Note at issuance divided by the lesser of (A) $0.40, and (B) and the greater of (x) $0.20 and (y) one hundred twenty percent (120%) of the closing price for the Company’s common stock on the trading day prior to the date of the Uplist, and (ii) if such Warrant is issued otherwise than in connection with the Uplist, the initial principal balance of such Holder’s Note, divided by the lesser of (A) $0.40, and (B) and the greater of (x) $0.20 and (y) one hundred twenty percent (120%) of the volume weighted average price (“VWAP”) for the Company’s common stock over the five consecutive trading days immediately preceding the date that is eighteen months from the date of issuance. On December 21, 2021, the Company consummated the second closing of the Offering whereby the Company entered into a Securities Purchase Agreement (the “SPA”) with three accredited investors, pursuant to which the investors purchased from the Company, 2021 Notes in the principal amount of $900,000. As of December 31, 2021, the total amount of 2021 Notes principal outstanding was $9,718,915. Assumed convertible debt As part of the merger, the Company assumed $891,133 of outstanding convertible debt. During the fourth quarter of 2021, the Company paid off $574,133, and signed an amendment increasing the debt by $20,000, resulting in an outstanding balance of the assumed convertible debt as of December 31, 2021 of $337,000. 2019 Note On December 31, 2019, the Company entered into a Securities Purchase Agreement and issued and sold to a third party a Convertible Note in the original principal amount of $275,000 (the “Note”), and a warrant to purchase 100,000 shares of the Company’s common stock (the “Warrant”). A one-time interest charge of 8% was applied on December 31, 2019 and will be payable, along with the Principal, on the maturity date. On December 30, 2021, the Company signed an allonge amending the Note extending the maturity date to April 30, 2022 and amending the outstanding balance and payment schedule to provide for two equal payments of $60,000 on March 31, 2022 and April 30, 2022. The outstanding principal balance as of December 31, 2021 was $87,000. The unpaid outstanding principal amount and accrued and unpaid interest under the Note shall be convertible into shares of the Company’s common stock at any time at the option of the investor. The conversion price was set at the merger to $0.28 which is equal to 80% multiplied by the price per share used in the merger calculations. The Note contains a price-based anti-dilution provision, pursuant to which the conversion price of the Note shall be reduced upon the occurrence of certain dilutive issuances of Company securities as set forth in the Note. The conversion of the Note is also subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. In the event the Company, prior to the maturity date of the Note, issues any Security (as defined in the Note) with any term more favorable to the holder of such Security or with a term in favor of the holder of such Security that was not similarly provided to the Investor, then at the Investor’s option such term shall become a part of the Note. The Company also agreed to provide piggy-back registration rights to the investor pursuant to which the Company shall include all shares issuable upon conversion of the Note on the next registration statement the Company files with the Securities and Exchange Commission. The Note contains events of default which, among other things, entitle the Investor to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note. Upon the occurrence of any event of default, the outstanding balance shall immediately and automatically increase to 130% of the outstanding balance immediately prior to the event of default, and the conversion price of the Note shall be redefined to equal 65% of the lowest trade accruing during the 10 consecutive Trading Days (as defined in the Note) immediately preceding the applicable Conversion Date (as defined in the Note). Nickolay Kukekov, a director of the Company, and a third party, each has personally guaranteed the repayment of the Note. The Warrant has an exercise price of $1.25 per share (the “Exercise Price”), subject to adjustments as provided in the Warrant, and has a term of five years. The Warrant contains a price-based anti-dilution provision, pursuant to which the exercise price of the Warrant shall be reduced upon the occurrence of certain dilutive issuances of securities as set forth in the Warrant, with a corresponding increase in the number of shares underlying the Warrant if the dilutive event occurs during the first three years of the Warrant, and a cashless exercise provision. The exercise of the Warrant is subject to a beneficial ownership limitation of 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. Convertible Grid Notes On April 21, 2020, the Company issued a Convertible Grid Promissory Note (the “Caleca Note”) to Thomas J. Caleca (“Caleca”), an existing stockholder of the Company, pursuant to which Caleca agreed to advance to the Company the aggregate principal amount of $125,000 (the “Caleca Aggregate Advance”). The Company also issued to Caleca a common stock purchase warrant (the “Caleca Warrant”), granting Caleca the right to purchase up to 750,000 shares of the Company’s common stock at a per share exercise price of $0.80 (subject to adjustment as set forth in the Caleca Warrant). Also on April 21, 2020, the Company issued a Convertible Grid Promissory Note (the “Brown Note”, and together with the Caleca Note, the “Grid Notes”) to Andrew Brown (“Brown”, and together with Caleca, the “Grid Investors”), an existing stockholder of the Company, pursuant to which Brown agreed to advance to the Company the aggregate principal amount of $125,000 (the “Brown Aggregate Advance”, and together with the Caleca Aggregate Advance, the “Aggregate Advance”). The Company also issued to Brown a common stock purchase warrant (the “Brown Warrant”, and together with the Caleca Warrant, the “Grid Warrants”), granting Brown the right to purchase up to 750,000 shares of the Company’s common stock at a per share exercise price of $0.80 (subject to adjustment as set forth in the Brown Warrant). The Grid Warrants are exercisable at any time commencing on the eighteen-month anniversary of the issuance of the Grid Warrants (as may be accelerated pursuant to the terms of the Grid Warrants) and expiring on the five-year anniversary of the issuance of the Grid Warrants. The Grid Notes bear interest on the unpaid balances at a fixed simple rate of twelve percent (12%) per annum (subject to a rate increase if the Company commits an Event of Default (as defined in the Grid Notes)), computed based on a 360-day year of twelve 30-day months, commencing on the date of the respective advance and payable quarterly. The principal amount of the Aggregate Advance, or so much thereof as has been advanced to the Company by the Grid Investors from time to time pursuant to the Grid Notes, will be payable on April 21, 2021, unless sooner converted into shares of the Company’s common stock pursuant to the terms of the Grid Notes. The Company recorded $28,032 of accrued interest and has a total outstanding principal balance of $250,000 as of December 31, 2021. The unpaid outstanding principal amount and accrued and unpaid interest under the Grid Notes shall be convertible at any time prior to the maturity date of the Grid Notes at the election of the Grid Investors into such number of shares of the Company’s common stock obtained by dividing the amount so converted by $1.00 (the “Conversion Price”). At the maturity date of the Grid Notes, all of the remaining unpaid outstanding principal amount and accrued and unpaid interest (the “Outstanding Balance”) under the Grid Notes shall automatically convert into such number of shares of the Company’s common stock obtained by dividing the Outstanding Balance by the Conversion Price. The Grid Notes may not be prepaid by the Company in whole or in part without the prior written consent of the respective Grid Investor. The Grid Notes contain customary events of default, which, if uncured, entitle the Grid Investors to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, their Grid Notes. |
Loans Payable - Related Party
Loans Payable - Related Party | 12 Months Ended |
Dec. 31, 2021 | |
Loans Payable Related Party [Abstract] | |
LOANS PAYABLE - RELATED PARTY | NOTE 12 – LOANS PAYABLE - RELATED PARTY As part of the merger, the Company assumed $155,989 of related party loans from entities related to the former executives and directors the Company. These loans do not bear interest and had an initial maturity date of December 31, 2021. On March 9, 2022, the loans were amended to adjust the interest rate to 9% per annum, and to extend the maturity dates to provide for payments of $53,000 with accrued interest on March 31, 2022 and June 1, 2022, and a payment of $49,000 plus accrued interest on August 1, 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 13 – LEASES The Company has two leases that are accounted for under ASC 842. The Company entered into a lease agreement for office space located in Sarasota, Florida. The term of the lease is for a period of two years commencing on February 1, 2021 and ending on February 1, 2023. The rent is $6,530 per month for year 1, $6,726 per month for year 2 and $6,928 per month for year 3. The Company will account for the lease under ASC 842 whereby the operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company has a lease agreement with terms up to 2 years for the lease of office space. The assets and liabilities from operating leases are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. The Company’s operating lease does not provide an implicit rate that can readily be determined. Therefore, we use a discount rate based on our incremental borrowing rate used at the date closest to lease inception. The Company’s weighted-average remaining lease term relating to its operating leases is 1.9 years, with a weighted-average discount rate of 10.32%. The Company incurred lease expense for its operating leases of $83,469 and $0 which was included in “General and administrative expenses,” for the year ended December 31, 2021 and 2020, respectively. The following table presents information about the amount and timing of liabilities arising from the Company’s operating lease as of December 31, 2021: Maturity of operating lease liabilities for the following fiscal years: 2022 $ 118,452 2023 88,325 2024 7,379 Total undiscounted finance lease payments 214,156 Less: Imputed interest 18,475 Present value of finance lease liabilities $ 195,681 At December 31, 2021, the operating lease right of use assets was $69,632. Supplemental balance sheet information related to the lease as of December 31, 2021 was: Operating lease right-of-use asset $ 191,702 Lease liability, current portion 104,592 Lease liability, long-term 91,089 Total operating lease liability $ 195,681 |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 14 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company has authorized 10,000,000 shares of undesignated preferred stock with a $0.001 par value. As of December 31, 2021, no preferred shares have been issued and these shares are considered blank check preferred shares with no terms, limitations, or rights associated with them. Common Stock The Company has authorized 200,000,000 shares of common stock with a $0.001 par value per share. The holders of common stock are entitled to one vote for each share of common stock held at the time of vote. As of December 31, 2021, the Company has deemed 50,217,308 shares outstanding or deemed outstanding. Shares Issued for Services On October 15, 2020, the Company granted to a non-executive officer of the Company 292,174 restricted shares under the Company’s 2018 Equity Incentive Plan. The shares were valued as of the date of the grant at a fair value of $1.67 per share or $487,931, which will be amortized over the vesting period. As a result of the merger and contractual terms of the restricted share agreement, all the remaining unvested shares vested and the Company recorded $280,369 in stock-based compensation. The Company issued 10,845 shares of common stock and withheld 184,298 shares in respect of tax withholdings. The following table summarized the warrant activity for the years ended December 31, 2021 and 2020: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, December 31, 2019 502,250 $ 0.57 3.98 $ 201,125 Granted 3,530,882 1.02 3.90 150,000 Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2020 4,033,132 $ 0.97 3.39 $ 351,125 Granted 5,978,000 0.19 9.52 304,799 Forfeited - - - - Exercised - - - - Expired (752,942 ) 1.2 1.73 - Balance Outstanding, December 31, 2021 9,258,191 $ 0.45 6.85 $ 304,799 Exercisable, December 31, 2021 9,258,191 $ 0.32 6.85 $ 304,799 Equity Incentive Plan As of September 21, 2018, the Company’s board of directors adopted, and stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan has a 10-year term, which terminates on the day prior to the 10 th On January 30, 2020, the Board of Directors approved the issuance of options to purchase an aggregate of 800,000 shares of common stock to Boris Goldstein. The options have an exercise price of $0.75 per share which will vest ratably on a quarterly basis over a two-year period. The options will expire on January 30, 2029. The aggregate fair value of $51,757 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life 10 years, (ii) volatility of 76%, (iii) risk free rate of 1.57% (iv) dividend rate of zero, (v) stock price of $0.12, and (vi) exercise price of $0.75. The expense will be amortized over the vesting period and a total of $23,790 was recorded during the year ended December 31, 2020. On October 1, 2021, the Board of Directors approved the issuance of options to purchase an aggregate of 4,504,214 shares of common stock to an executive and a director. The options have an exercise price of $0.35 per share and vested immediately upon issuance. The options will expire on October 1, 2031. The aggregate fair value of $1,270,188 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life 5years, (ii) volatility of 115%, (iii) risk free rate of 0.93% (iv) dividend rate of zero, (v) stock price of $0.35, and (vi) exercise price of $0.35. The expense of 1,270,188 was recorded in full upon issuance. On October 21, 2021, the Board of Directors approved the issuance of options to purchase an aggregate of 1,218,248 shares of common stock to the CEO. The options have an exercise price of $0.39 per share with vesting terms of 304,562 vesting on April 21, 2022 and the remainder monthly ratably through October 21, 2023. The options will expire on October 21, 2031. The aggregate fair value of $372,384 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 4.65 years, (ii) volatility of 113.90%, (iii) risk free rate of 1.22% (iv) dividend rate of zero, (v) stock price of $0.39, and (vi) exercise price of $0.39. These options were amended on December 10, 2021 and December 30, 2021 adjusting the exercise price to $0.21 and the vesting schedule to vest equally at the end of each quarter in 2022. The expense will be amortized over the amended vesting period and a total of $36,667 was recorded during the year ended December 31, 2021. On December 10, 2021, the Board of Directors approved the issuance of options to purchase an aggregate of 2,718,247 shares of common stock to the certain employees of the Company. The options have an exercise price of $0.21 per share with vesting terms of one quarter vesting on June 10, 2022 and the remainder monthly ratably through December 10, 2023. The options will expire on December 11, 2031. The aggregate fair value of $472,975 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5 years, (ii) volatility of 116.90%, (iii) risk free rate of 1.26% (iv) dividend rate of zero, (v) stock price of $0.21, and (vi) exercise price of $0.21. These options were amended on December 30, 2021 adjusting the vesting schedule to vest equally at the end of each quarter in 2022. As the share price had increased on the amendment date, the amendment resulted in an increase to the aggregate fair value of $111,166. The increased fair value along with the unamortized portion of the original fair value will be amortized over the amended vesting schedule. A total of $26,574 was recorded during the year ended December 31, 2021. On November 15, 2021, the Board of Directors approved the issuance of options to purchase an aggregate of 1,448,276 shares of common stock to the directors of the Company. The options have an exercise price of $0.29 per share and vest per days in service as members of the board of directors during the quarter, at the end of the quarter with the final quarterly vesting quarter end of December 31, 2022. The options will expire on December 11, 2031. The aggregate fair value of $341,793 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5.04 years, (ii) volatility of 115.8%, (iii) risk free rate of 1.25% (iv) dividend rate of zero, (v) stock price of $0.29, and (vi) exercise price of $0.29. The expense will be amortized over the vesting period and a total of $28,254 was recorded during the year ended December 31, 2021. The following table summarized the option activity for the years ended December 31, 2021 and 2020: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Shares Price Term Value Balance Outstanding, December 31, 2019 1,000,000 $ 0.75 9.05 $ 150,000 Granted 800,00 $ 0.75 10.00 120,000 Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2020 1,800,000 $ 0.75 8.51 $ 270,000 Granted 10,030,764 0.30 9.82 196,825 Forfeited (77,342 ) 1.50 9.12 Exercised Expired Balance Outstanding, December 31, 2021 11,753,422 $ 0.36 9.47 $ 196,825 Exercisable, December 31, 2021 6,537,184 $ 0.22 9.14 $ - For future periods, the remaining value of the stock options totaling approximately $1,266,050 will be amortized into the statement of operations consistent with the period for which the services will be rendered. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15 – RELATED PARTY TRANSACTIONS The Company rents office space from a company in which Hassan Kotob, CEO, has an ownership. For the year ended December 31, 2021, the Company incurred rental expense of $39,600 in respect of this office. In addition, the Company during 2021 the Company expensed an amount of $29,700 of rental expense on behalf of 2020. As a result, the total amount of rent expense paid to a related party was $69,300 in 2021. As of December 31, 2021, the Company had loans payable from related parties amounting to $155,989. The loans bear no interest and are due on December 31, 2021. These loans were amended after the balance sheet date (see Note 19). On November 12, 2021, the Company entered into a Representation Agreement with LOK Corporation International Inc. (“LOK”), a corporation in which Daniel Cloutier, a director, serves as the chief executive officer. Under the Representation Agreement, LOK acts as the worldwide sales manager for our NeuroCap, NeuroEEG and their accessories. LOK is responsible for the evaluation of regional distribution, development, recruitment and training of the distribution network and provide in-country customer support. Fees for the services are 10% of sales occurring through the distribution channels. The contract term is for three years. To date, we have paid LOK approximately $4,750 for training platform development but no other service fees and no commissions. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16 – INCOME TAXES The Company files corporate income tax returns in the United States (federal) and New York. The Company is subject to federal, state and local income tax examinations by tax authorities through inception. As of December 31, 2021 and 2020, the Company had federal and state net operating loss carry forwards of $16,883,400 and $12,254,418, respectively that may be offset against future taxable income. Of the total amount of available losses 5,239,877 can be used to offset 100% of future income and will begin to expire in 2031 through 2037. The remaining losses have an infinite carry forward but can only reduce future taxable income a maximum of 80% annually. Due to various business combination and transactions some or all the net operating losses maybe limited by operation of Internal Revenue Code Section 382. The tax effects of temporary differences which give rise to deferred tax assets (liabilities) are summarized as follows: For the Years Ended December 31, 2021 2020 Net operating loss carry forwards $ 4,181,841 $ 2,252,985 Share-based compensation 806,997 90,110 Accrued expenses 301,422 19,009 Intangible assets 100,736 107,187 Fixed assets (29,877 ) (23,039 ) Valuation allowance (5,361,119 ) (2,446,252 ) Net Deferred Tax Asset $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. Reconciliation of the statutory federal income tax to the Company's effective tax: For the Years Ended December 31, 2021 2020 Statutory federal tax rate 21.0 % 21.0 % State tax expense 4.7 % 4.3 % Acquired deferred tax assets 7.8 % - % PPP loan forgiveness 0.3 % - % Change in tax rate (0.9 )% - % Amortization (0.4 )% - % Other permanent items (0.3 )% (0.1 )% Valuation allowance (32.2 )% (25.2 )% Provision for income taxes - % - % The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of December 31, 2021 and 2020 the Company had no unrecognized tax benefits. There were no changes in the Company’s unrecognized tax benefits during the years ended December 31, 2021 and 2020. The Company did not recognize any interest or penalties during fiscal 2021 or 2020 related to unrecognized tax benefits. All tax years remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 17 – CONCENTRATIONS In the years ending December 31, 2021, respectively, the Company purchased 100.0% of its medical devices for resale and distribution from Neurotech, a company that Vadim Sakharov, a former director and executive officer of the Company, is a shareholder and executive manager. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 18 – COMMITMENTS AND CONTINGENCIES On February 18, 2022, the Company signed an outsourced manufacturing agreement with Bioana, S.A.P.I. DE C.V. The agreement is for three years, ending December 31, 2024 for a minimum order quantity of 10,000 NeuroCaps per annum. Unit cost for the NeuroCap is fixed for the first year ending December 31, 2022. The manufacturing agreement will renew annually unless terminated in writing by one of the parties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19 – SUBSEQUENT EVENTS In accordance with ASC 855 “Subsequent Events,” Company management reviewed all material events through the date this report was issued and the following subsequent events took place. On February 18, 2022, the Company signed an outsourced manufacturing agreement with Bioana, S.A.P.I. DE C.V. The agreement is for three years, ending December 31, 2024 for a minimum order quantity of 10,000 NeuroCaps per annum. Unit cost for the NeuroCap is fixed for the first year ending December 31, 2022. The manufacturing agreement will renew annually unless terminated in writing by one of the parties. The Company received $1,050,000 of new monies through our private placement offering for convertible debt. The monies were received on February 10, 2022, February 28, 2022 and March 29, 2022 in the amounts of $300,000, $350,000, and $500,000, respectively. The debt is due on April 1, 2023. The interest rate is 10% per annum. These notes shall automatically convert into shares of common stock or units, as provided herein, immediately upon the earliest to occur of (a) the listing of the common stock on NASDAQ (the “Uplist”), and (b) a subsequent qualified financing date, at a price per share equal to the lesser of (i) $0.25 and (ii) 70% (A) in the case of the Uplist, the price of the common stock or units (as defined below) in the offering relating to the Uplist, or (B) in the case of a subsequent qualified financing, (x) the conversion price of the common stock, if such subsequent qualified offering involves the issuance of convertible notes, or (y) the price of the common stock or units in such subsequent qualified financing, if such subsequent qualified Financing involves the issuance of common stock or units. For purposes of this Note, a “Unit” shall mean the combination of common Stock and warrants to purchase common stock offered by the Company in any financing occurring simultaneously with the Uplist (“Simultaneous Uplist Unit Offering”). These notes have warrant coverage of 50% of the initial principal balance. The warrants will be issued at Uplist or at maturity of the convertible debt. The warrants may be converted into common stock at $0.40 The private placement offerings issued from October 1, 2021 onward have a most favored nations clause which adjusts their conversion terms to those of this debt. The Company had three promissory notes with payments due on March 31, 2022. These payments were not made and the Company is in negotiations with the lenders regarding revised payment schedules. On March 9, 2021, the Company signed an agreement with its related party lenders increasing the interest rate to 9% per annum and extending the repayment schedule with the final payment due on August 1, 2022. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). |
Principles of Consolidation | Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in ASC 810 Consolidation (“ASC 810”). The consolidated financial statements include the accounts of the Company and its subsidiaries, Piezo Motion Corp, Discovery Technology International, Inc., MemoryMD US, MemoryMD – Russia and MemoryMD - Europe. All significant consolidated transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP 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 date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the useful life of property and equipment and assumptions used in the valuation of options and warrants. |
The Effects of COVID-19 | The Effects of COVID-19 The World Health Organization (WHO) declared the coronavirus outbreak a pandemic on January 30, 2020. Since the outbreak in China in December 2019, COVID-19 has expanded its impact to Europe, where all of our operations reside, as well as our employees, suppliers and customers. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration of the closings and shelter-in-place orders and the ultimate impact of governmental initiatives. However, the financial impact and duration cannot be reasonably estimated at this time. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2021 and December 31, 2020, the Company had no cash equivalents. The Company’s cash is held with financial institutions, and the account balances may, at times, exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit. Accounts are insured by the FDIC up to $250,000 per financial institution. The Company has not experienced any losses in such accounts with these financial institutions. As of December 31, 2021 and December 31, 2020, the Company had $277,989 and $0, respectively, in excess over the FDIC insurance limit. |
Inventory | I nventory Inventory consists of finished goods that are valued at lower of cost or market using the weighted average method. |
Property and Equipment | Property and Equipment Property, plant and equipment are carried at cost. Depreciation is provided on the straight-line method over the assets estimated service lives. Expenditures for maintenance and repairs are charged to expense in the period in which they are incurred, and betterments are capitalized. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are reflected in the accompanying statements of operations of the respective period. The estimated useful lives range from 3 to 7 years. |
Convertible Notes Payable | Convertible Notes Payable The Company has issued convertible notes, which contain variable conversion features, whereby the outstanding principal and accrued interest automatically convert into common shares at a fixed price which may be a discount to the common stock at the time of conversion. Some of the conversion features of these notes are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606 Revenue from Contracts with Customers. This guidance requires an entity to recognize revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Once the steps are met, revenue is recognized, generally upon receiving a letter of acceptance from the customer. There has been no material effect on the Company’s financial statements as a result of adopting Topic 606. The Company recognizes revenue from the sale of NeuroCaps, as well as revenue from the sale of goods purchased through manufacturers of medical devices. All revenue for the years ended December 31, 2021 and 2020 is from the sale of medical devices purchased from Neurotech, a related party. |
Research and Development | Research and Development The Company expenses all research and development costs as they are incurred. Research and development includes expenditures in connection with in-house research and development salaries and staff costs, application and filing for regulatory approval of proposed products, regulatory and scientific consulting fees, as well as contract research, data collection, and monitoring, related to the research and development of the cloud infrastructure, data imaging, and proprietary products and technology. Research and development costs recognized in the statement of operations for the years ended December 31, 2021 and 2020 were $329,452 and $210,706, respectively. |
Sales and Marketing | Sales and Marketing Advertising and marketing costs are expensed as incurred. Advertising and marketing costs recognized in the statement of operations for the years ended December 31, 2021 and 2020 were $1,041,575 and $197,372, respectively. |
Stock-based Compensation | Stock-based Compensation The Company measures and recognizes compensation expense for all stock-based payments at fair value over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options and warrants. Equity-based compensation expense is recorded in administrative expenses based on the classification of the employee or vendor. The determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. In the years ended December 31, 2021 and 2020, 7,156,406 and 0, respectively, of anti-dilutive securities were excluded from the computation. |
Reclassification | Reclassification Certain prior years balances have been reclassified to conform to current year presentation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments are measured and recorded at fair value based on inputs and assumptions that market participants would use in pricing an asset or a liability. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, management considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. Fair value is determined for assets and liabilities using a three-tiered value hierarchy into which these assets and liabilities are grouped based upon significant inputs as follows: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the lack of significance of the observable parameters to the overall fair value measurement. However, the fair value determination for Level 3 financial instruments may consider some observable market inputs. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The carrying values of cash, prepaid expenses and other current assets, convertible notes, accounts payable, loans payable and due to others approximate fair value due to the short-term nature of these items. The Company did not have any Level 1, Level 2 or Level 3 assets or liabilities as of December 31, 2021 and 2020. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset-and-liability method in accordance with ASC Topic 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rate is recognized in the period that includes the enactment date. A valuation allowance is recorded if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized in future periods. The Company follows the guidance in ASC Topic 740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet the more-likely-than-not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax expense. As of December 31, 2021, and December 31, 2020, the Company had no unrecognized uncertain income tax positions. |
Recent Issued Accounting Pronouncements | Recent Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company's financial position or results of operations upon adoption. In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments,” which requires measurement and recognition of expected credit losses at the point a loss is probable to occur, rather than expected to occur, which will generally result in earlier recognition of allowances for credit losses. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 in the first quarter of 2020 and the adoption did not have a material impact on its consolidated financial statements. |
Goodwill | Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the net identifiable assets acquired. Goodwill is evaluated for impairment annually or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, macro and reporting unit specific economic factors (for example, interest rate and foreign exchange rate fluctuations, and loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts. |
Organization and Nature of Op_2
Organization and Nature of Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Nature of Operations [Abstract] | |
Schedule of purchase price of the acquisition | Tangible Assets Acquired: Allocation Net working capital (1,186,622 ) Right of use asset 40,093 Lease liability (46,970 ) Net Tangible Assets Acquired $ (1,193,499 ) Intangible Assets Acquired: Brain Scientific Trade Name 133,000 MemoryMD Trade Name 533,000 Neurocap Trade Name 188,000 Neuro EEG Trade Name 11,000 Customer Relationships (29,000 ) NeuroCap Developed Technology 10,242,000 NeuroEEG Developed Technology 35,000 Total Fair Value of Assets Acquired $ 11,113,000 Consideration: Fair value of equity received 7,240,222 Liabilities assumed 2,978,152 Loans forgiven 605,311 Goodwill $ 913,184 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | December 31, December 31, Raw materials $ 93,190 $ 20,608 Parts 11,857 2,349 Finished goods 41,043 21,947 Total $ 146,090 $ 44,904 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | December 31, December 31, Prepaid insurance $ 105,900 $ - Other prepaid expenses 46,170 7,000 Lease deposits 14,378 5,000 Other assets 10 - Total $ 166,458 $ 12,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, December 31, Computer equipment $ - $ 4,164 Machinery and equipment 176,678 121,433 Leasehold improvements 12,283 5,000 188,961 130,597 Less: Accumulated depreciation (65,982 ) (38,855 ) Total $ 122,979 $ 91,742 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of allocation of purchase price of the acquisition | Tangible Assets Acquired: Allocation Net working capital $ (1,186,622 ) Right of use asset 40,093 Lease liability (46,970 ) Net Tangible Assets Acquired $ (1,193,499 ) Intangible Assets Acquired: Brain Scientific trade name $ 133,000 MemoryMD trade name 533,000 Neurocap trade name 188,000 Neuro EEG trade name 11,000 Customer relationships (29,000 ) NeuroCap developed technology 10,242,000 NeuroEEG developed technology 35,000 Total Fair Value of Assets Acquired $ 11,113,000 Consideration: Fair value of equity received 7,240,222 Liabilities assumed 2,978,152 Loans forgiven 605,311 Goodwill $ 913,184 |
Schedule of acquired intangible assets | Preliminary Average Fair Estimated Life Patent products $ 10,277,000 3.3 - 15.4 Licenses and trademarks 865,000 9 Customer/distribution list (29,000) 12.5 $ 11,113,000 Accumulated amortization (192,423 ) Total 10,920,577 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable | December 31, December 31, Trade payables $ 1,101,028 $ 398,155 Accrued payroll and related expenses 1,593,925 997,410 Accrued expenses 255,820 48,911 Customer deposits 36,491 - Total $ 2,987,264 $ 1,444,476 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of operating maturity of lease liability | Maturity of operating lease liabilities for the following fiscal years: 2022 $ 118,452 2023 88,325 2024 7,379 Total undiscounted finance lease payments 214,156 Less: Imputed interest 18,475 Present value of finance lease liabilities $ 195,681 |
Schedule of supplemental balance sheet information related to the lease | Operating lease right-of-use asset $ 191,702 Lease liability, current portion 104,592 Lease liability, long-term 91,089 Total operating lease liability $ 195,681 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activity | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, December 31, 2019 502,250 $ 0.57 3.98 $ 201,125 Granted 3,530,882 1.02 3.90 150,000 Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2020 4,033,132 $ 0.97 3.39 $ 351,125 Granted 5,978,000 0.19 9.52 304,799 Forfeited - - - - Exercised - - - - Expired (752,942 ) 1.2 1.73 - Balance Outstanding, December 31, 2021 9,258,191 $ 0.45 6.85 $ 304,799 Exercisable, December 31, 2021 9,258,191 $ 0.32 6.85 $ 304,799 |
Schedule of option activity | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Shares Price Term Value Balance Outstanding, December 31, 2019 1,000,000 $ 0.75 9.05 $ 150,000 Granted 800,00 $ 0.75 10.00 120,000 Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2020 1,800,000 $ 0.75 8.51 $ 270,000 Granted 10,030,764 0.30 9.82 196,825 Forfeited (77,342 ) 1.50 9.12 Exercised Expired Balance Outstanding, December 31, 2021 11,753,422 $ 0.36 9.47 $ 196,825 Exercisable, December 31, 2021 6,537,184 $ 0.22 9.14 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of foreign provision for income tax | For the Years Ended December 31, 2021 2020 Net operating loss carry forwards $ 4,181,841 $ 2,252,985 Share-based compensation 806,997 90,110 Accrued expenses 301,422 19,009 Intangible assets 100,736 107,187 Fixed assets (29,877 ) (23,039 ) Valuation allowance (5,361,119 ) (2,446,252 ) Net Deferred Tax Asset $ - $ - |
Schedule of reconciliation statutory federal income tax | For the Years Ended December 31, 2021 2020 Statutory federal tax rate 21.0 % 21.0 % State tax expense 4.7 % 4.3 % Acquired deferred tax assets 7.8 % - % PPP loan forgiveness 0.3 % - % Change in tax rate (0.9 )% - % Amortization (0.4 )% - % Other permanent items (0.3 )% (0.1 )% Valuation allowance (32.2 )% (25.2 )% Provision for income taxes - % - % |
Organization and Nature of Op_3
Organization and Nature of Operations (Details) - shares | Dec. 31, 2021 | Jun. 11, 2021 |
Organization and Nature of Operations (Textual) | ||
Shares of common stock | 29,520,454 | |
Common stock shares issued | 2.93 |
Organization and Nature of Op_4
Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Consideration: | |
Goodwill | $ 913,184 |
Merger Agreement [Member] | |
Tangible Assets Acquired: | |
Net Tangible Assets Acquired | (1,193,499) |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | 11,113,000 |
Consideration: | |
Fair value of equity received | 7,240,222 |
Liabilities assumed | 2,978,152 |
Loans forgiven | 605,311 |
Goodwill | 913,184 |
Net working capital [Member] | Merger Agreement [Member] | |
Tangible Assets Acquired: | |
Net Tangible Assets Acquired | (1,186,622) |
Right of Use Asset [Member] | Merger Agreement [Member] | |
Tangible Assets Acquired: | |
Net Tangible Assets Acquired | 40,093 |
Lease Liability [Member] | Merger Agreement [Member] | |
Tangible Assets Acquired: | |
Net Tangible Assets Acquired | (46,970) |
Brain Scientific Trade Name [Member] | Merger Agreement [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | 133,000 |
MemoryMD Trade Name [Member] | Merger Agreement [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | 533,000 |
Neurocap Trade Name [Member] | Merger Agreement [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | 188,000 |
Neuro EEG Trade Name [Member] | Merger Agreement [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | 11,000 |
Customer Relationships [Member] | Merger Agreement [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | (29,000) |
Merger Agreement [Member] | NeuroCap Developed Technology [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | 10,242,000 |
NeuroEEG Developed Technology [Member] | Merger Agreement [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | $ 35,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Textual) | ||
Cash, FDIC insured amount | $ 250,000 | |
Cash, uninsured amount | 277,989 | $ 0 |
Research and development expense | 329,452 | 210,706 |
Advertising and marketing costs | $ 1,041,575 | $ 197,372 |
Anti-dilutive securities (in Shares) | 7,156,406 | 0 |
Income tax benefit, percentage | 50.00% | |
Minimum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Estimated useful live estimated useful live | 3 years | |
Maximum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Estimated useful live estimated useful live | 7 years |
Going Concern (Details)
Going Concern (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Going Concern [Abstract] | |
Revenues | $ 265,747 |
Net loss | 9,100,686 |
Net cash used in operations | 5,794,792 |
Working capital deficit | 2,874,735 |
Stockholders deficit | 694,933 |
Accumulated deficit | $ 22,278,923 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of inventory - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of inventory [Abstract] | ||
Raw materials | $ 93,190 | $ 20,608 |
Parts | 11,857 | 2,349 |
Finished goods | 41,043 | 21,947 |
Total | $ 146,090 | $ 44,904 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses And Other Current Assets [Abstract] | ||
Long term prepaid insurance | $ 95,000 | $ 0 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of prepaid expenses and other current assets [Abstract] | ||
Prepaid insurance | $ 105,900 | |
Other prepaid expenses | 46,170 | $ 7,000 |
Lease deposits | 14,378 | 5,000 |
Other assets | 10 | |
Total | $ 166,458 | $ 12,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 27,410 | $ 17,353 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment, net - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 188,961 | $ 130,597 |
Less: Accumulated depreciation | (65,982) | (38,855) |
Property And Equipment, net | 122,979 | 91,742 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property And Equipment | 4,164 | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property And Equipment | 176,678 | 121,433 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property And Equipment | $ 12,283 | $ 5,000 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - Schedule of allocation of purchase price of the acquisition - Merger Agreement [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Tangible Assets Acquired: | |
Net Tangible Assets Acquired | $ (1,193,499) |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | 11,113,000 |
Consideration: | |
Fair value of equity received | 7,240,222 |
Liabilities assumed | 2,978,152 |
Loans forgiven | 605,311 |
Goodwill | 913,184 |
Net working capital [Member] | |
Tangible Assets Acquired: | |
Net Tangible Assets Acquired | (1,186,622) |
Right of Use Asset [Member] | |
Tangible Assets Acquired: | |
Net Tangible Assets Acquired | 40,093 |
Lease Liability [Member] | |
Tangible Assets Acquired: | |
Net Tangible Assets Acquired | (46,970) |
Brain Scientific trade name [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | 133,000 |
MemoryMD trade name [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | 533,000 |
Neurocap trade name [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | 188,000 |
Neuro EEG trade name [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | 11,000 |
Customer relationships [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | (29,000) |
NeuroCap developed technology [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | 10,242,000 |
NeuroEEG developed technology [Member] | |
Intangible Assets Acquired: | |
Total Fair Value of Assets Acquired | $ 35,000 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of acquired intangible assets | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Preliminary Average Fair Value, Total | $ 10,920,577 |
Acquired intangible assets total | 11,113,000 |
Accumulated amortization | (192,423) |
Customer/distribution list [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Preliminary Average Fair Value, Total | $ (29,000) |
Average Estimated Life | 12.5 |
Patent products [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Preliminary Average Fair Value, Total | $ 10,277,000 |
Average Estimated Life | 3.3 - 15.4 |
Licenses and trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Preliminary Average Fair Value, Total | $ 865,000 |
Average Estimated Life | 9 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accounts payable [Abstract] | ||
Trade payables | $ 1,101,028 | $ 398,155 |
Accrued payroll and related expenses | 1,593,925 | 997,410 |
Accrued expenses | 255,820 | 48,911 |
Customer deposits | 36,491 | |
Total | $ 2,987,264 | $ 1,444,476 |
Accounts Payable and Accrued _5
Accounts Payable and Accrued Expenses – Related Party (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounts Payable And Accrued Expenses Related Party [Abstract] | |
Accrued director’s fees amount | $ 75,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 28, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 21, 2020 | |
Notes Payable (Details) [Line Items] | ||||
Accrued interest | $ 3,593 | |||
Outstanding principal balance | 20,000 | |||
Principal amount | $ 300,000 | |||
Aggregate purchase share (in Shares) | 500,000 | |||
Commitment fee share (in Shares) | 250,000 | |||
Additional commitment fee share (in Shares) | 250,000 | |||
Net amount | $ 265,000 | |||
Fixed interest percentage | 12.00% | |||
debt discount | $ 300,000 | |||
Interest expense | 73,151 | |||
Payments | $ 184,800 | |||
Default interest rate | 24.00% | |||
Warrant exercise price (in Dollars per share) | $ 1.2 | |||
Notes payable | $ 320,000 | $ 650,000 | ||
PromissoryNotesMember | ||||
Notes Payable (Details) [Line Items] | ||||
Loaned amount | $ 20,000 | |||
Description of non-convertible promissory note | The February Note bears interest at a fixed rate of 12% per annum, computed based on a 360-day year of twelve 30-day months, which interest will be payable quarterly until the maturity date. |
Convertible Notes Payable, Net
Convertible Notes Payable, Net (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 30, 2021 | Dec. 21, 2021 | Apr. 21, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Oct. 13, 2021 | Oct. 01, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | |
Convertible Notes Payable, Net (Details) [Line Items] | ||||||||||
Principle amount | $ 900,000 | $ 125,000 | ||||||||
Outstanding principal balance | $ 9,718,915 | |||||||||
Convertible Notes Payable, description. | The conversion price was set at the merger to $0.28 which is equal to 80% multiplied by the price per share used in the merger calculations.The Note contains a price-based anti-dilution provision, pursuant to which the conversion price of the Note shall be reduced upon the occurrence of certain dilutive issuances of Company securities as set forth in the Note. The conversion of the Note is also subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. In the event the Company, prior to the maturity date of the Note, issues any Security (as defined in the Note) with any term more favorable to the holder of such Security or with a term in favor of the holder of such Security that was not similarly provided to the Investor, then at the Investor’s option such term shall become a part of the Note. The Company also agreed to provide piggy-back registration rights to the investor pursuant to which the Company shall include all shares issuable upon conversion of the Note on the next registration statement the Company files with the Securities and Exchange Commission. The Note contains events of default which, among other things, entitle the Investor to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note. Upon the occurrence of any event of default, the outstanding balance shall immediately and automatically increase to 130% of the outstanding balance immediately prior to the event of default, and the conversion price of the Note shall be redefined to equal 65% of the lowest trade accruing during the 10 consecutive Trading Days (as defined in the Note) immediately preceding the applicable Conversion Date (as defined in the Note). Nickolay Kukekov, a director of the Company, and a third party, each has personally guaranteed the repayment of the Note. The Warrant has an exercise price of $1.25 per share (the “Exercise Price”), subject to adjustments as provided in the Warrant, and has a term of five years. The Warrant contains a price-based anti-dilution provision, pursuant to which the exercise price of the Warrant shall be reduced upon the occurrence of certain dilutive issuances of securities as set forth in the Warrant, with a corresponding increase in the number of shares underlying the Warrant if the dilutive event occurs during the first three years of the Warrant, and a cashless exercise provision. The exercise of the Warrant is subject to a beneficial ownership limitation of 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. | |||||||||
Warrant purchase shares (in Shares) | 750,000 | |||||||||
Exercise price (in Dollars per share) | $ 1 | |||||||||
Convertible Grid Notes [Member] | ||||||||||
Convertible Notes Payable, Net (Details) [Line Items] | ||||||||||
Principle amount | $ 125,000 | |||||||||
Outstanding principal balance | $ 250,000 | |||||||||
Warrant purchase shares (in Shares) | 750,000 | |||||||||
Exercise price (in Dollars per share) | $ 0.8 | |||||||||
Warrant exercise price per share (in Dollars per share) | $ 0.8 | |||||||||
Debt interest rate | 12% | |||||||||
Accrued interest | $ 28,032 | |||||||||
2020 Notes [Member] | ||||||||||
Convertible Notes Payable, Net (Details) [Line Items] | ||||||||||
Convertible notes | $ 2,400,000 | |||||||||
Potential investment | $ 5,000,000 | |||||||||
Interest accruing | 10.00% | |||||||||
Accrued interest to common stock | 120.00% | |||||||||
Notes payable amount | $ 4,119,982 | $ 650,000 | ||||||||
Accrued interest amount | $ 208,480 | $ 26,766 | ||||||||
2021 Notes [Member] | ||||||||||
Convertible Notes Payable, Net (Details) [Line Items] | ||||||||||
Accrued interest amount | $ 4,328,407 | |||||||||
Convertible promissory percentage | 10.00% | |||||||||
Debt assumed | 1,540,508 | |||||||||
Convertible promissory note to an investor | 2,950,000 | |||||||||
Original issuance discount | $ 2,850,000 | |||||||||
Convertible notes payable, description | (i) the date, if any, upon which the Company’s common stock is listed for trading on the NASDAQ stock exchange (the “Uplist”), and (ii) the date that is eighteen months from the date of issuance, a warrant to purchase an amount of shares of the Company’s common stock, equal to such holder’s Warrant Share Amount. For purposes of the foregoing, a holder’s “Warrant Share Amount” means (i) if such Warrant is issued in connection with the Uplist, one half of the initial principal balance of such Holder’s Note at issuance divided by the lesser of (A) $0.40, and (B) and the greater of (x) $0.20 and (y) one hundred twenty percent (120%) of the closing price for the Company’s common stock on the trading day prior to the date of the Uplist, and (ii) if such Warrant is issued otherwise than in connection with the Uplist, the initial principal balance of such Holder’s Note, divided by the lesser of (A) $0.40, and (B) and the greater of (x) $0.20 and (y) one hundred twenty percent (120%) of the volume weighted average price (“VWAP”) for the Company’s common stock over the five consecutive trading days immediately preceding the date that is eighteen months from the date of issuance. The 2021 Notes contain mandatory and voluntary conversion features as detailed in the agreement. | |||||||||
Assumed convertible debt [Member] | ||||||||||
Convertible Notes Payable, Net (Details) [Line Items] | ||||||||||
Outstanding convertible debt | $ 891,133 | |||||||||
Outstanding balance | 574,133 | |||||||||
Increasing debt | 20,000 | |||||||||
Convertible debt | $ 337,000 | |||||||||
2019 Note [Member] | ||||||||||
Convertible Notes Payable, Net (Details) [Line Items] | ||||||||||
Convertible notes payable, description | the Company signed an allonge amending the Note extending the maturity date to April 30, 2022 and amending the outstanding balance and payment schedule to provide for two equal payments of $60,000 on March 31, 2022 and April 30, 2022. The outstanding principal balance as of December 31, 2021 was $87,000. | |||||||||
Original principal amount | $ 275,000 | |||||||||
Purchase of common stock (in Shares) | 100,000 | |||||||||
Interest charged percentage | 8.00% |
Loans Payable - Related Party (
Loans Payable - Related Party (Details) - USD ($) | Aug. 01, 2022 | Dec. 31, 2021 | Jun. 01, 2022 | Mar. 31, 2022 | Mar. 09, 2022 |
Loans Payable - Related Party (Details) [Line Items] | |||||
Related party loans | $ 155,989 | ||||
Accrued interest | $ 3,593 | ||||
Subsequent Event [Member] | |||||
Loans Payable - Related Party (Details) [Line Items] | |||||
Interest rate | 9.00% | ||||
Accrued interest | $ 53,000 | $ 53,000 | |||
Payment of accrued interest | $ 49,000 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases (Details) [Line Items] | ||
Finance lease, description | The term of the lease is for a period of two years commencing on February 1, 2021 and ending on February 1, 2023. The rent is $6,530 per month for year 1, $6,726 per month for year 2 and $6,928 per month for year 3. The Company will account for the lease under ASC 842 whereby the operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. | |
Lease terms of office space | 2 years | |
Weighted-average remaining lease term | 1 year 10 months 24 days | |
Weighted-average remaining discount rate | 10.32% | |
Operating lease | $ 8,739,705 | $ 2,819,390 |
Operating lease right of use assets | 69,632 | |
General and administrative expenses [Member] | ||
Leases (Details) [Line Items] | ||
Operating lease | $ 83,469 | $ 0 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating maturity of lease liability | Dec. 31, 2021USD ($) |
Schedule of operating maturity of lease liability [Abstract] | |
2022 | $ 118,452 |
2023 | 88,325 |
2024 | 7,379 |
Total undiscounted finance lease payments | 214,156 |
Less: Imputed interest | 18,475 |
Present value of finance lease liabilities | $ 195,681 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of supplemental balance sheet information related to the lease - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of supplemental balance sheet information related to the lease [Abstract] | ||
Operating lease right-of-use asset | $ 191,702 | |
Lease liability, current portion | 104,592 | |
Lease liability, long-term | 91,089 | |
Total operating lease liability | $ 195,681 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | Dec. 10, 2021 | Nov. 15, 2021 | Oct. 21, 2021 | Oct. 01, 2021 | Jul. 15, 2021 | Oct. 15, 2020 | Jan. 14, 2019 | Nov. 15, 2021 | Jan. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders' Deficit (Textual) | |||||||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Common stock, authorized | 200,000,000 | 200,000,000 | |||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Stock based compensation (in Dollars) | $ 280,369 | ||||||||||
Common stock issued | 10,845 | ||||||||||
Tax withholdings | 184,298 | ||||||||||
Dividend rate | 0.00% | ||||||||||
Purchase an aggregate, description | the Board of Directors approved the issuance of options to purchase an aggregate of 2,718,247 shares of common stock to the certain employees of the Company. The options have an exercise price of $0.21 per share with vesting terms of one quarter vesting on June 10, 2022 and the remainder monthly ratably through December 10, 2023. The options will expire on December 11, 2031. The aggregate fair value of $472,975 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5 years, (ii) volatility of 116.90%, (iii) risk free rate of 1.26% (iv) dividend rate of zero, (v) stock price of $0.21, and (vi) exercise price of $0.21. These options were amended on December 30, 2021 adjusting the vesting schedule to vest equally at the end of each quarter in 2022. As the share price had increased on the amendment date, the amendment resulted in an increase to the aggregate fair value of $111,166. The increased fair value along with the unamortized portion of the original fair value will be amortized over the amended vesting schedule. A total of $26,574 was recorded during the year ended December 31, 2021.On November 15, 2021, the Board of Directors approved the issuance of options to purchase an aggregate of 1,448,276 shares of common stock to the directors of the Company. The options have an exercise price of $0.29 per share and vest per days in service as members of the board of directors during the quarter, at the end of the quarter with the final quarterly vesting quarter end of December 31, 2022. The options will expire on December 11, 2031. | the Board of Directors approved the issuance of options to purchase an aggregate of 1,448,276 shares of common stock to the directors of the Company. The options have an exercise price of $0.29 per share and vest per days in service as members of the board of directors during the quarter, at the end of the quarter with the final quarterly vesting quarter end of December 31, 2022. The options will expire on December 11, 2031. The aggregate fair value of $341,793 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5.04 years, (ii) volatility of 115.8%, (iii) risk free rate of 1.25% (iv) dividend rate of zero, (v) stock price of $0.29, and (vi) exercise price of $0.29. The expense will be amortized over the vesting period and a total of $28,254 was recorded during the year ended December 31, 2021. | the Board of Directors approved the issuance of options to purchase an aggregate of 1,218,248 shares of common stock to the CEO. The options have an exercise price of $0.39 per share with vesting terms of 304,562 vesting on April 21, 2022 and the remainder monthly ratably through October 21, 2023. The options will expire on October 21, 2031. The aggregate fair value of $372,384 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 4.65 years, (ii) volatility of 113.90%, (iii) risk free rate of 1.22% (iv) dividend rate of zero, (v) stock price of $0.39, and (vi) exercise price of $0.39. These options were amended on December 10, 2021 and December 30, 2021 adjusting the exercise price to $0.21 and the vesting schedule to vest equally at the end of each quarter in 2022. The expense will be amortized over the amended vesting period and a total of $36,667 was recorded during the year ended December 31, 2021. | the Board of Directors approved the issuance of options to purchase an aggregate of 4,504,214 shares of common stock to an executive and a director. The options have an exercise price of $0.35 per share and vested immediately upon issuance. The options will expire on October 1, 2031. The aggregate fair value of $1,270,188 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life 5years, (ii) volatility of 115%, (iii) risk free rate of 0.93% (iv) dividend rate of zero, (v) stock price of $0.35, and (vi) exercise price of $0.35. The expense of 1,270,188 was recorded in full upon issuance. | The options have an exercise price of $0.75 per share which will vest ratably on a quarterly basis over a two-year period. The options will expire on January 30, 2029. The aggregate fair value of $51,757 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life 10 years, (ii) volatility of 76%, (iii) risk free rate of 1.57% (iv) dividend rate of zero, (v) stock price of $0.12, and (vi) exercise price of $0.75. The expense will be amortized over the vesting period and a total of $23,790 was recorded during the year ended December 31, 2020.On October 1, 2021, the Board of Directors approved the issuance of options to purchase an aggregate of 4,504,214 shares of common stock to an executive and a director. The options have an exercise price of $0.35 per share and vested immediately upon issuance. The options will expire on October 1, 2031. The aggregate fair value of $1,270,188 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life 5years, (ii) volatility of 115%, (iii) risk free rate of 0.93% (iv) dividend rate of zero, (v) stock price of $0.35, and (vi) exercise price of $0.35. | ||||||
2018 Equity Incentive Plan [Member] | |||||||||||
Stockholders' Deficit (Textual) | |||||||||||
Common stock are reserved for issuance | 3,500,000 | ||||||||||
Option outstanding | 1,800,000 | ||||||||||
Issue of shares for the services | 333,972 | ||||||||||
Option [Member] | |||||||||||
Stockholders' Deficit (Textual) | |||||||||||
Remaining stock options will be amortized (in Dollars) | $ 1,266,050 | ||||||||||
Minimum [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||
Stockholders' Deficit (Textual) | |||||||||||
Common stock authorized for grant | 3,500,000 | ||||||||||
Maximum [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||
Stockholders' Deficit (Textual) | |||||||||||
Common stock authorized for grant | 8,000,000 | ||||||||||
Non-Executive Officer [Member] | |||||||||||
Stockholders' Deficit (Textual) | |||||||||||
Granted restricted shares | 292,174 | ||||||||||
Grant fair value per share (in Dollars per share) | $ (1.67) | ||||||||||
Amortized vesting period value (in Dollars) | $ 487,931 | ||||||||||
Board of Directors [Member] | Option [Member] | |||||||||||
Stockholders' Deficit (Textual) | |||||||||||
Amortized vesting period value (in Dollars) | $ 1,270,188 | ||||||||||
Purchase of aggregate share | 800,000 | ||||||||||
Aggregate fair value of options (in Dollars) | $ 51,757 | $ 1,270,188 | |||||||||
Expected life (years) | 10 years | 115 years | |||||||||
Volatility rate | 76.00% | 0.93% | |||||||||
Risk free interest rate | 1.57% | 0.35% | |||||||||
Dividend rate | 0.00% | ||||||||||
Share price (in Dollars per share) | $ 0.12 | $ 0.35 | |||||||||
Exercise price (in Dollars per share) | $ 0.75 | ||||||||||
Purchase an aggregate shares | 4,504,214 | ||||||||||
Boris Goldstein [Member] | Option [Member] | |||||||||||
Stockholders' Deficit (Textual) | |||||||||||
Amortized vesting period value (in Dollars) | $ 23,790 | ||||||||||
Description of options vesting period | The options have an exercise price of $0.75 per share which will vest ratably on a quarterly basis over a two-year period. | ||||||||||
Expiration date | Jan. 30, 2029 | ||||||||||
Common Stock [Member] | |||||||||||
Stockholders' Deficit (Textual) | |||||||||||
Shares outstanding | 50,217,308 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details) - Schedule of warrant activity - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Warrant Number of Shares outstanding at beginning | 4,033,132 | 502,250 |
Warrant Weighted Average Exercise Price outstanding at beginning | $ 0.97 | $ 0.57 |
Warrant Weighted Average Remaining Contractual Term outstanding at beginning | 3 years 11 months 23 days | |
Warrant Aggregate Intrinsic Value outstanding at beginning | $ 351,125 | $ 201,125 |
Granted Number of Shares | 5,978,000 | 3,530,882 |
Granted Weighted Average Exercise Price | $ 0.19 | $ 1.02 |
Granted Weighted Average Remaining Contractual Term | 9 years 6 months 7 days | 3 years 10 months 24 days |
Granted Aggregate Intrinsic Value | $ 304,799 | $ 150,000 |
Forfeited Number of Shares | ||
Forfeited Weighted Average Exercise Price | ||
Forfeited Weighted Average Remaining Contractual Term | ||
Forfeited Aggregate Intrinsic Value | ||
Exercised Number of Shares | ||
Exercised Weighted Average Exercise Price | ||
Exercised Weighted Average Remaining Contractual Term | ||
Exercised Aggregate Intrinsic Value | ||
Expired Number of Shares | (752,942) | |
Expired Weighted Average Exercise Price | $ 1.2 | |
Expired Weighted Average Remaining Contractual Term | 1 year 8 months 23 days | |
Expired Aggregate Intrinsic Value | ||
Warrant Number of Shares outstanding at ending | 9,258,191 | 4,033,132 |
Warrant Weighted Average Exercise Price outstanding at ending | $ 0.45 | $ 0.97 |
Warrant Weighted Average Remaining Contractual Term outstanding at ending | 6 years 10 months 6 days | 3 years 4 months 20 days |
Warrant Aggregate Intrinsic Value outstanding at ending | $ 304,799 | $ 351,125 |
Warrant Number of Shares exercisable at ending | 9,258,191 | |
Warrant Weighted Average Exercise Price exercisable at ending | $ 0.32 | |
Warrant Weighted Average Remaining Contractual Term exercisable at ending | 6 years 10 months 6 days | |
Warrant Aggregate Intrinsic Value exercisable at ending | $ 304,799 |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details) - Schedule of option activity - Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Deficit (Details) - Schedule of option activity [Line Items] | ||
Option Number of Shares outstanding at beginning (in Shares) | 1,800,000 | 1,000,000 |
Option Weighted Average Exercise Price outstanding at beginning | $ 0.75 | $ 0.75 |
Option Weighted Average Remaining Contractual Term outstanding at beginning | 9 years 18 days | |
Option Aggregate Intrinsic Value outstanding at beginning (in Dollars) | $ 270,000 | $ 150,000 |
Granted Number of Shares (in Shares) | 10,030,764 | 80,000 |
Granted Weighted Average Exercise Price | $ 0.3 | $ 0.75 |
Granted Weighted Average Remaining Contractual Term | 9 years 9 months 25 days | 10 years |
Granted Aggregate Intrinsic Value | $ 196,825 | $ 120,000 |
Forfeited Number of Shares (in Shares) | (77,342) | |
Forfeited Weighted Average Exercise Price | $ 1.5 | |
Forfeited Weighted Average Remaining Contractual Term | 9 years 1 month 13 days | |
Forfeited Aggregate Intrinsic Value (in Dollars) | ||
Exercised Number of Shares (in Shares) | ||
Exercised Weighted Average Exercise Price | ||
Exercised Weighted Average Remaining Contractual Term | ||
Exercised Aggregate Intrinsic Value (in Dollars) | ||
Expired Number of Shares (in Shares) | ||
Expired Weighted Average Exercise Price | ||
Expired Weighted Average Remaining Contractual Term | ||
Expired Aggregate Intrinsic Value (in Dollars) | ||
Option Number of Shares outstanding at ending (in Shares) | 11,753,422 | 1,800,000 |
Option Weighted Average Exercise Price outstanding at ending | $ 0.36 | $ 0.75 |
Option Weighted Average Remaining Contractual Term outstanding at ending | 9 years 5 months 19 days | 8 years 6 months 3 days |
Option Aggregate Intrinsic Value outstanding at ending (in Dollars) | $ 196,825 | $ 270,000 |
Option Number of Shares exercisable at ending (in Shares) | 6,537,184 | |
Option Weighted Average Exercise Price exercisable at ending | $ 0.22 | |
Option Weighted Average Remaining Contractual Term exercisable at ending | 9 years 1 month 20 days | |
Option Aggregate Intrinsic Value exercisable at ending (in Dollars) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Rent expense | $ 39,600 | $ 29,700 |
Rent expense paid | 69,300 | |
Loans payable | $ 155,989 | |
Service percentage | 10.00% | |
Training platform development | $ 4,750 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Net operating loss carry forwards | $ 16,883,400 | $ 12,254,418 | |
Total amount of available losses | $ 5,239,877 | ||
Taxable income percentage | 80.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of foreign provision for income tax - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of foreign provision for income tax [Abstract] | ||
Net operating loss carry forwards | $ 4,181,841 | $ 2,252,985 |
Share-based compensation | 806,997 | 90,110 |
Accrued expenses | 301,422 | 19,009 |
Intangible assets | 100,736 | 107,187 |
Fixed assets | (29,877) | (23,039) |
Valuation allowance | (5,361,119) | (2,446,252) |
Net Deferred Tax Asset |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of reconciliation statutory federal income tax | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of reconciliation statutory federal income tax [Abstract] | ||
Statutory federal tax rate | 21.00% | 21.00% |
State tax expense | 4.70% | 4.30% |
Acquired deferred tax assets | 7.80% | |
PPP loan forgiveness | 0.30% | |
Change in tax rate | (0.90%) | |
Amortization | (0.40%) | |
Other permanent items | (0.30%) | (0.10%) |
Valuation allowance | (32.20%) | (25.20%) |
Concentrations (Details)
Concentrations (Details) | Dec. 31, 2020 |
Risks and Uncertainties [Abstract] | |
Percentage of medical devices | 100.00% |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Mar. 09, 2021 | Feb. 18, 2022 | Dec. 31, 2021 |
Subsequent Events (Details) [Line Items] | |||
Private placement offering description | The Company received $1,050,000 of new monies through our private placement offering for convertible debt. The monies were received on February 10, 2022, February 28, 2022 and March 29, 2022 in the amounts of $300,000, $350,000, and $500,000, respectively. The debt is due on April 1, 2023. The interest rate is 10% per annum. These notes shall automatically convert into shares of common stock or units, as provided herein, immediately upon the earliest to occur of (a) the listing of the common stock on NASDAQ (the “Uplist”), and (b) a subsequent qualified financing date, at a price per share equal to the lesser of (i) $0.25 and (ii) 70% (A) in the case of the Uplist, the price of the common stock or units (as defined below) in the offering relating to the Uplist, or (B) in the case of a subsequent qualified financing, (x) the conversion price of the common stock, if such subsequent qualified offering involves the issuance of convertible notes, or (y) the price of the common stock or units in such subsequent qualified financing, if such subsequent qualified Financing involves the issuance of common stock or units. For purposes of this Note, a “Unit” shall mean the combination of common Stock and warrants to purchase common stock offered by the Company in any financing occurring simultaneously with the Uplist (“Simultaneous Uplist Unit Offering”). These notes have warrant coverage of 50% of the initial principal balance. The warrants will be issued at Uplist or at maturity of the convertible debt. The warrants may be converted into common stock at $0.40 | ||
Related party interest rate | 9.00% | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Order quantity shares | 10,000 |