Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | ENDRA LIFE SCIENCES INC. | |
Entity Central Index Key | 0001681682 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 7,481,603 | |
Entity File Number | 001-37969 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 26-0579295 | |
Entity Address Address Line 1 | 3600 Green Court | |
Entity Address Address Line 2 | Suite 350 | |
Entity Address City Or Town | Ann Arbor | |
Entity Address State Or Province | MI | |
Entity Address Postal Zip Code | 48105-1570 | |
City Area Code | 734 | |
Local Phone Number | 335-0468 | |
Security 12b Title | Common Stock, par value $0.0001 per share | |
Trading Symbol | NDRA | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 4,819,459 | $ 4,889,098 |
Prepaid expenses | 506,914 | 490,299 |
Inventory | 2,757,633 | 2,644,717 |
Total Current Assets | 8,084,006 | 8,024,114 |
Non-Current Assets | ||
Fixed assets, net | 192,874 | 235,655 |
Right of use assets | 431,842 | 505,816 |
Prepaid expenses, long term | 530,068 | 502,576 |
Other assets | 5,986 | 5,986 |
Total Assets | 9,244,776 | 9,274,147 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,841,562 | 1,523,012 |
Lease liabilities, current portion | 163,013 | 152,228 |
Loans | 28,484 | 28,484 |
Total Current Liabilities | 2,033,059 | 1,703,724 |
Long Term Debt | ||
Lease liabilities | 281,154 | 365,919 |
Total Long Term Debt | 281,154 | 365,919 |
Total Liabilities | 2,314,213 | 2,069,643 |
Stockholders' Equity | ||
Common stock, $0.0001 par value; 80,000,000 shares authorized; 7,481,603 and 3,169,103 shares issued and outstanding, respectively | 748 | 317 |
Additional paid in capital | 94,297,167 | 89,068,015 |
Stock payable | 2,427 | 6,073 |
Accumulated deficit | (87,369,780) | (81,869,902) |
Total Stockholders' Equity | 6,930,563 | 7,204,504 |
Total Liabilities and Stockholders' Equity | 9,244,776 | 9,274,147 |
Series B Convertible Preferred Stock | ||
Stockholders' Equity | ||
Preferred Stock, Value | 0 | 0 |
Series C Convertible Preferred Stock | ||
Stockholders' Equity | ||
Preferred Stock, Value | 0 | 0 |
Series A Convertible Preferred Stock | ||
Stockholders' Equity | ||
Preferred Stock, Value | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common Stock Shares, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock shares, Authorized | 80,000,000 | 80,000,000 |
Common Stock Shares Issued | 7,481,603 | 3,169,103 |
Common Stock Shares, Outstanding | 7,481,603 | 3,169,103 |
Series B Convertible Preferred Stock | ||
Preferred Stock Shares, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock Shares, Authorized | 1,000 | 1,000 |
Preferred Stock Shares, Issued | 0 | 0 |
Preferred Stock Shares, Outstanding | 0 | 0 |
Series A Convertible Preferred Stock | ||
Preferred Stock Shares, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock Shares, Authorized | 10,000 | 10,000 |
Preferred Stock Shares, Issued | 141 | 141 |
Preferred Stock Shares, Outstanding | 141 | 141 |
Series C Convertible Preferred Stock | ||
Preferred Stock Shares, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock Shares, Authorized | 100,000 | 100,000 |
Preferred Stock Shares, Issued | 0 | 0 |
Preferred Stock Shares, Outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Expenses | ||||
Research and development | $ 1,400,182 | $ 1,847,560 | $ 2,791,496 | $ 3,060,582 |
Sales and marketing | 247,773 | 342,039 | 429,389 | 681,942 |
General and administrative | 1,346,610 | 1,382,094 | 2,713,008 | 2,684,438 |
Total operating expenses | 2,994,565 | 3,571,693 | 5,933,893 | 6,426,962 |
Operating loss | (2,994,565) | (3,571,693) | (5,933,893) | (6,426,962) |
Other Expenses | ||||
Other income (expense) | 437,433 | (19,374) | 434,015 | (22,307) |
Total other expenses | 437,433 | (19,374) | 434,015 | (22,307) |
Loss from operations before income taxes | (2,557,132) | (3,591,067) | (5,499,878) | (6,449,269) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (2,557,132) | $ (3,591,067) | $ (5,499,878) | $ (6,449,269) |
Net loss per share - basic and diluted | $ (0.43) | $ (1.17) | $ (1.20) | $ (2.46) |
Weighted average common shares - basic and diluted | 5,996,186 | 3,082,209 | 4,582,645 | 2,617,878 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Stock Payable | Accumulated Deficit | Convertible Preferred Stock Series B | Convertible Preferred Stock Series A |
Balance, shares at Dec. 31, 2021 | 2,127,726 | 141 | |||||
Balance, amount at Dec. 31, 2021 | $ 10,784,246 | $ 213 | $ 79,460,979 | $ 13,863 | $ (68,690,810) | $ 0 | $ 1 |
Common stock issued for cash, net of funding costs, shares | 1,030,997 | ||||||
Common stock issued for cash, net of funding costs, amount | 8,399,512 | $ 103 | 8,399,409 | 0 | 0 | 0 | 0 |
Fair value of vested stock options | 599,886 | 0 | 599,886 | 0 | 0 | 0 | 0 |
Stock payable towards preference dividend | 0 | 0 | 8,049 | 8,049 | 0 | 0 | 0 |
Net loss | (6,449,269) | $ 0 | 0 | 0 | (6,449,269) | 0 | $ 0 |
Balance, shares at Jun. 30, 2022 | 3,158,723 | 141 | |||||
Balance, amount at Jun. 30, 2022 | 13,334,375 | $ 316 | 88,468,323 | 5,814 | (75,140,079) | 0 | $ 1 |
Balance, shares at Mar. 31, 2022 | 2,227,971 | 141 | |||||
Balance, amount at Mar. 31, 2022 | 9,068,633 | $ 223 | 80,608,647 | 8,774 | (71,549,012) | 0 | $ 1 |
Common stock issued for cash, net of funding costs, shares | 930,752 | ||||||
Common stock issued for cash, net of funding costs, amount | 7,545,460 | $ 93 | 7,545,367 | 0 | 0 | 0 | 0 |
Fair value of vested stock options | 311,349 | 0 | 311,349 | 0 | 0 | 0 | 0 |
Stock payable towards preference dividend | 0 | 0 | 2,960 | (2,960) | 0 | 0 | 0 |
Net loss | (3,591,067) | $ 0 | 0 | 0 | (3,591,067) | 0 | $ 0 |
Balance, shares at Jun. 30, 2022 | 3,158,723 | 141 | |||||
Balance, amount at Jun. 30, 2022 | 13,334,375 | $ 316 | 88,468,323 | 5,814 | (75,140,079) | 0 | $ 1 |
Balance, shares at Dec. 31, 2022 | 3,169,103 | 141 | |||||
Balance, amount at Dec. 31, 2022 | 7,204,504 | $ 317 | 89,068,015 | 6,073 | (81,869,902) | 0 | $ 1 |
Common stock issued for cash, net of funding costs, shares | 4,312,500 | ||||||
Common stock issued for cash, net of funding costs, amount | 4,712,750 | $ 431 | 4,712,319 | 0 | 0 | 0 | 0 |
Fair value of vested stock options | 493,134 | 0 | 493,134 | 0 | 0 | 0 | 0 |
Stock payable towards preference dividend | 0 | 0 | 3,646 | 3,646 | 0 | 0 | 0 |
Net loss | (5,499,878) | 0 | 0 | 0 | (5,499,878) | 0 | 0 |
Warrants issued for cash, net of funding costs | 20,053 | $ 0 | 20,053 | 0 | 0 | 0 | $ 0 |
Balance, shares at Jun. 30, 2023 | 7,481,603 | 141 | |||||
Balance, amount at Jun. 30, 2023 | 6,930,563 | $ 748 | 94,297,167 | 2,427 | (87,369,780) | 0 | $ 1 |
Balance, shares at Mar. 31, 2023 | 3,169,103 | 141 | |||||
Balance, amount at Mar. 31, 2023 | 4,499,037 | $ 317 | 89,307,675 | 3,692 | (84,812,648) | 0 | $ 1 |
Common stock issued for cash, net of funding costs, shares | 4,312,500 | ||||||
Common stock issued for cash, net of funding costs, amount | 4,712,750 | $ 431 | 4,712,319 | 0 | 0 | 0 | 0 |
Fair value of vested stock options | 255,855 | 0 | 255,855 | 0 | 0 | 0 | 0 |
Stock payable towards preference dividend | 0 | 0 | 1,265 | (1,265) | 0 | 0 | 0 |
Net loss | (2,557,132) | 0 | 0 | 0 | (2,557,132) | 0 | 0 |
Warrants issued for cash, net of funding costs | 20,053 | $ 0 | 20,053 | 0 | 0 | 0 | $ 0 |
Balance, shares at Jun. 30, 2023 | 7,481,603 | 141 | |||||
Balance, amount at Jun. 30, 2023 | $ 6,930,563 | $ 748 | $ 94,297,167 | $ 2,427 | $ (87,369,780) | $ 0 | $ 1 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net loss | $ (5,499,878) | $ (6,449,269) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 69,781 | 40,739 |
Fixed assets write off | 0 | 599,886 |
Stock compensation expense including common stock issued for RSUs | 493,134 | 0 |
Amortization of right of use assets | 73,974 | 67,158 |
Changes in operating assets and liabilities: | ||
Increase in prepaid expenses | (44,107) | 513,140 |
Increase in inventory | (112,916) | (1,090,150) |
Increase in accounts payable and accrued liabilities | 318,550 | (51,072) |
Decrease in lease liability | (73,980) | (64,284) |
Net cash used in operating activities | (4,775,442) | (6,433,852) |
Cash Flows from Investing Activities | ||
Purchases of fixed assets | (27,000) | (149,153) |
Net cash used in investing activities | (27,000) | (149,153) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock | 4,712,750 | 8,399,512 |
Proceeds from issuance of warrants | 20,053 | 0 |
Net cash provided by financing activities | 4,732,803 | 8,399,512 |
Net increase (decrease) in cash | (69,639) | 1,816,507 |
Cash, beginning of period | 4,889,098 | 9,461,534 |
Cash, end of period | 4,819,459 | 11,278,041 |
Supplemental disclosures of cash items | ||
Interest paid | 0 | 0 |
Income tax paid | 0 | 0 |
Supplemental disclosures of non-cash items | ||
Stock dividend payable | (3,646) | (8,049) |
Right of use asset | 431,842 | 576,255 |
Lease liability | $ 444,167 | $ 586,193 |
Nature of the Business
Nature of the Business | 6 Months Ended |
Jun. 30, 2023 | |
Nature of the Business | |
Nature Of The Business | Note 1 - Nature of the Business ENDRA Life Sciences Inc. (“ENDRA” or the “Company”) has developed and is continuing to develop technology for increasing the capabilities of clinical diagnostic ultrasound to broaden patient access to the safe diagnosis and treatment of a number of significant medical conditions in circumstances where expensive X-ray computed tomography (“CT”) and magnetic resonance imaging (“MRI”) technology is unavailable or impractical. ENDRA was incorporated on July 18, 2007 as a Delaware corporation. Certain reclassifications have been made to the 2022 consolidated financial statements in order to conform to the current period presentations. These classifications did not impact the net loss for period ended June 30, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary Of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Reverse Stock Split All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split (as defined and described under Note 7 below). Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management makes estimates that affect certain accounts including deferred income tax assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined. Principles of Consolidation The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended. All inter-company balances and transactions have been eliminated. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The balance sheet at December 31, 2022 has been derived from the audited financial statements at that date. For further information, refer to the financial statements and footnotes thereto included in ENDRA Life Sciences Inc. annual financial statements for the twelve months ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023. Cash and Cash Equivalents The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of one year or less, when purchased, to be cash. As of June 30, 2023 and December 31, 2022, the Company had no cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible. In light of the liquidity concerns in the banking system arising from the closure of Silicon Valley Bank and appointment of the Federal Deposit Insurance Corporation as receiver, the Company maintains cash deposits at multiple banks to mitigate the risk associated with a failure of any specific bank. Inventory The Company’s inventory is stated at the lower of cost or estimated net realizable value, with cost primarily determined on a weighted-average cost basis on the first-in, first-out method. The Company periodically determines whether a reserve should be taken for devaluation or obsolescence of inventory. Capitalization of Fixed Assets The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred. Leases Accounting Standards Update (“ASU”) No. 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements. As of June 30, 2023 and December 31, 2022, the Company recorded a right of use asset of $431,842 and $505,816, respectively. As of June 30, 2023 and December 31, 2022, the Company recorded a lease liability of $444,167 and $518,147, respectively. Revenue Recognition ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASC Topic 606”) provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under ASC Topic 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to perform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC Topic 606 did not have an impact on the Company’s operations or cash flows. Research and Development Costs The Company follows FASB Accounting Standards Codification (“ASC”) Subtopic 730-10, “Research and Development”. Research and development costs are charged to the statement of operations as incurred. During the three months ended June 30, 2023 and 2022, the Company incurred $1,400,182 and $1,847,560 of expenses related to research and development costs, respectively. During the six months ended June 30, 2023 and 2022, the Company incurred $2,791,496 and $3,060,582 of expenses related to research and development costs, respectively. Net Earnings (Loss) Per Common Share The Company computes earnings per share under ASC Subtopic 260-10, “Earnings Per Share”. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net loss per share is anti-dilutive. There were 3,123,030 and 410,358 potentially dilutive shares, which include outstanding common stock options, and warrants, as of June 30, 2023 and December 31, 2022, respectively. June 30, 2023 December 31, 2022 Options to purchase common stock 646,449 391,902 Warrants to purchase common stock 2,468,455 10,330 Shares issuable upon conversion of Series A Convertible Preferred Stock 8,126 8,126 Potential equivalent shares excluded 3,123,030 410,358 Fair Value Measurements Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. In accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” the Company measures certain financial instruments at fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable approximates their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates. Share-based Compensation The Company’s 2016 Omnibus Incentive Plan (the “Omnibus Plan”) permits the grant of stock options and other share-based awards to its employees, consultants and non-employee members of the board of directors. Each January 1 the pool of shares available for issuance under the Omnibus Plan automatically increases by an amount equal to the lesser of (i) the number of shares necessary such that the aggregate number of shares available under the Omnibus Plan equals 25% of the number of fully-diluted outstanding shares on the increase date (assuming the conversion of all outstanding shares of preferred stock and other outstanding convertible securities and exercise of all outstanding options and warrants to purchase shares) and (ii) if the board of directors takes action to set a lower amount, the amount determined by the board. On January 1, 2023, the pool of shares issuable under the Omnibus Plan automatically increased by 867,966 shares from 454,203 shares to 1,322,169 shares. The Company records share-based compensation in accordance with the provisions of the Share-based Compensation Topic of the FASB Codification. The guidance requires the use of option-pricing models that require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model, and the resulting charge is expensed using the straight-line attribution method over the vesting period. Stock compensation expense recognized during the period is based on the value of share-based awards that were expected to vest during the period adjusted for estimated forfeitures. The estimated fair value of grants of stock options and warrants to non-employees of the Company is charged to expense, if applicable, in the financial statements. These options vest in the same manner as the employee options granted under the stock incentive plan as described above. Going Concern The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited commercial experience and had a cumulative net loss from inception to June 30, 2023 of $87,369,780. The Company had working capital of $6,050,947 as of June 30, 2023. The Company has not established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern and will require additional financing to fund its future planned operations, including research and development and commercialization of its products. The accompanying financial statements for the three and six months ended June 30, 2023 have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of, or eliminate one or more of the Company’s research and development activities or commercialization efforts or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Recent Accounting Pronouncements The Company considered recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC, and concluded that they did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory | |
Inventory | Note 3 - Inventory As of June 30, 2023 and December 31, 2022, inventory consisted of raw materials, subassemblies to be used in the assembly of TAEUS systems, and finished goods. As of June 30, 2023, the Company had no orders pending for the sale of a TAEUS system. As of June 30, 2023 and December 31, 2022, the Company had inventory valued at $2,757,633 and $2,644,717, respectively. |
Fixed Assets
Fixed Assets | 6 Months Ended |
Jun. 30, 2023 | |
Fixed Assets | |
Fixed Assets | Note 4 - Fixed Assets As of June 30, 2023 and December 31, 2022, fixed assets consisted of the following: June 30, 2023 December 31, 2022 Property, leasehold and capitalized software $ 658,682 $ 738,720 TAEUS development and testing 140,617 140,617 Accumulated depreciation (606,425 ) (643,682 ) Fixed assets, net $ 192,874 $ 235,655 Depreciation expense for the three months ended June 30, 2023 and 2022 was $35,265 and $21,701, respectively. Depreciation expense for the six months ended June 30, 2023 and 2022 was $69,781 and $40,739, respectively. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable And Accrued Liabilities | Note 5 - Accounts Payable and Accrued Liabilities As of June 30, 2023 and December 31, 2022, current liabilities consisted of the following: June 30, 2023 December 31, 2022 Accounts payable 414,935 $ 613,961 Accrued payroll 202,226 60,638 Accrued bonuses 928,029 683,738 Accrued employee benefits 5,750 5,750 Insurance premium financing 290,622 158,925 Total $ 1,841,562 $ 1,523,012 |
Bank Loans
Bank Loans | 6 Months Ended |
Jun. 30, 2023 | |
Bank Loans | |
Bank Loans | Note 6 - Bank Loans Toronto-Dominion Bank Loan On April 27, 2020, the Company entered into a commitment loan with TD Bank under the Canadian Emergency Business Account, in the principal aggregate amount of CAD 40,000, due and payable upon the expiration of the initial term on December 31, 2022, which was later extended to December 31, 2023. This note bears interest on the unpaid balance at the rate of zero percent (0%) per annum during the initial term. Under this note no interest payments are due until January 1, 2024. Under the conditions of the loan, twenty-five percent (25%) of the loan will be forgiven if seventy-five percent (75%) is repaid prior to the initial term date. |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity | |
Capital Stock | Note 7 - Capital Stock Reverse Stock Split On December 7, 2022, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment (the “Certificate of Amendment”) to its certificate of incorporation, which Certificate of Amendment effectuated as of December 19, 2022 at 12:01 a.m. Eastern Time a reverse split of the Company’s common stock by a ratio of one-for-20 (the “Reverse Split”). All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split. No fractional shares were, or shall be, issued in connection with the Reverse Split. A stockholder who would otherwise be entitled to receive a fractional share of common stock is entitled to receive the fractional share rounded up to the next whole share. The Reverse Split did not change the number of shares of common or preferred stock that the Company is authorized to issue, or the par value of the Company’s common or preferred stock. The Reverse Split resulted in a proportionate adjustment to the per share conversion or exercise price and the number of shares of common stock issuable upon the conversion or exercise of outstanding preferred stock, stock options and warrants, as well as the number of shares of common stock eligible for issuance under the Company’s 2016 Omnibus Incentive Plan. Capital Stock As of June 30, 2023, the authorized capital of the Company consisted of 90,000,000 shares of capital stock, comprised of 80,000,000 shares of common stock with a par value of $0.0001 per share, and 10,000,000 shares of preferred stock with a par value of $0.0001 per share. The Company has designated 10,000 shares of its preferred stock as Series A Convertible Preferred Stock (“Series A Preferred Stock”), 1,000 shares of its preferred stock as Series B Convertible Preferred Stock (“Series B Preferred Stock”), 100,000 shares of its preferred stock as Series C Preferred Stock, and the remainder of the 9,889,000 preferred shares remain authorized but undesignated. As of June 30, 2023, there were 7,481,603 shares of common stock, 141.397 shares of Series A Preferred Stock, and no shares of Series B Preferred Stock or Series C Preferred Stock issued and outstanding, and a stock payable balance of $2,427. On April 27, 2023, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Newbridge Securities Corporation (the “Underwriter”), relating to the issuance and sale (the “Offering”) of 3,750,000 shares of our common stock and warrants to purchase up to 1,875,000 shares of our common stock. The warrants were offered and sold at the rate of one warrant to purchase one share for every two shares of common stock purchased in the Offering. The public offering price for each set of two shares of common stock and accompanying warrant to purchase one share of common stock was $2.41 per set of securities, yielding an effective price of $1.20 per share and $0.01 per warrant. Under the terms of the Underwriting Agreement, the Company also granted to the Underwriter an option (the “Over-allotment Option”) to purchase up to an additional 562,500 shares of common stock and additional warrants to purchase 281,250 shares of common stock. The Offering closed on May 2, 2023. The Company conducted the Offering pursuant to a Registration Statement on Form S-1 (File Nos. 333-271003 and 333-271483) (the “Registration Statement”), which was declared effective by the SEC on April 27, 2023. At the closing of the Offering, the Underwriter fully exercised the Over-allotment Option. The net proceeds to the Company from the Offering were approximately $4.7 million, after deducting underwriting discounts and commissions and other offering expenses. During the six months ended June 30, 2023, the Company issued a total of 4,312,500 shares of its common stock in return for aggregate net proceeds of $4,712,750. During the six months ended June 30, 2022, the Company issued a total of 1,030,997 shares of its common stock in return for aggregate net proceeds of $8,399,512 under the June 2021 ATM Agreement. At-the-Market Equity Offering Program On June 21, 2021, the Company entered into the At-The-Market Issuance Sales Agreement with Ascendiant (the “June 2021 ATM Agreement”) to sell shares of common stock for aggregate gross proceeds of up to $20.0 million, from time to time, through an “at-the-market” equity offering program under which Ascendiant acts as sales agent. As of June 30, 2023, under the June 2021 ATM Agreement the Company has issued an aggregate of 1,064,634 shares of common stock in return for net proceeds of $9,216,618, resulting in approximately $286,289 of compensation paid to Ascendiant. |
Common Stock Options
Common Stock Options | 6 Months Ended |
Jun. 30, 2023 | |
Common Stock Options | |
Common Stock Options | Note 8 - Common Stock Options Common Stock Options Stock options are awarded to the Company’s employees, consultants and non-employee members of the board of directors under the Omnibus Plan and are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. The aggregate fair value of these stock options granted by the Company during the six months ended June 30, 2023 was determined to be $1,017,235 using the Black-Scholes-Merton option-pricing model based on the following assumptions: (i) volatility rate of 106% to 107%, (ii) discount rate of 0%, (iii) zero expected dividend yield, (iv) risk free rate of 3.68% to 3.72%, and (v) expected life of 10 years. A summary of option activity under the Company’s Omnibus Plan as of June 30, 2023, and changes during the year then ended, is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balance outstanding at December 31, 2022 391,902 $ 31.47 7.41 Granted 273,878 4.02 9.60 Exercised - - - Forfeited - - - Cancelled or expired (19,331 ) - - Balance outstanding at June 30, 2023 646,449 $ 19.69 7.93 Exercisable at June 30, 2023 248,233 $ 33.29 5.93 |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Common Stock Warrants | |
Common Stock Warrants | Note 9 - Common Stock Warrants Warrant Conversions and Consent Solicitation On May 2, 2023, the Company conducted the Offering in which the Company issued 2,156,250 warrants to purchase shares of common stock for an exercise price per share equal to $1.40. The warrants expire May 2, 2028. The Company also issued to the placement agent and its designees warrants exercisable for an aggregate of 301,875 shares of common stock for an exercise price per share equal to $1.50. The warrants expire November 2, 2026. The following table summarizes all stock warrant activity of the Company for the six months ended June 30, 2023: Number of Warrants Weighted Average Exercise Price Weighted Average Contractual Term (Years) Balance outstanding at December 31, 2022 10,330 $ 25.01 1.78 Issued 2,458,125 1.41 4.66 Exercised - - - Forfeited - - - Expired - - - Balance outstanding at June 30, 2023 2,468,455 $ 1.51 4.65 Exercisable at June 30, 2023 2,166,580 $ 1.51 4.83 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 10 - Related Party Transactions On May 2, 2023, the Company conducted the Offering in which the Company issued 83,333 shares of its common stock and 41,667 warrants to the Company’s director, Anthony DiGiandomenico, for cash, which was less than 5% of beneficial ownership in the Company. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 11 - Commitments and Contingencies Office Lease Effective January 1, 2015, the Company entered into an office lease agreement with Green Court, LLC, a Michigan limited liability company, for approximately 3,657 rentable square feet of space, for the initial monthly rent of $5,986, which commenced on January 1, 2015 for an initial term of 60 months. On October 10, 2017 this lease was amended increasing the rentable square feet of space to 3,950 and the monthly rent to $7,798. On March 15, 2021, the Company entered into an amendment to the lease, adding approximately 3,248 rentable square feet, increasing the initial monthly rent to $15,452 effective May 2021, and extending the term of the lease to December 31, 2025. The Company records the lease asset and lease liability at the present value of lease payments over the lease term. The lease typically does not provide an implicit rate; therefore, the Company uses its estimated incremental borrowing rate at the time of lease commencement to discount the present value of lease payments. The Company’s discount rate for operating leases at June 30, 2023 was 10%. Lease expense is recognized on a straight-line basis over the lease term to the extent that collection is considered probable. As a result, the Company has been recognizing rents as they become payable based on the adoption of ASC Topic 842. The weighted-average remaining lease term is 2.5 years. As of June 30, 2023, the maturities of operating lease liabilities are as follows: Operating Lease 2023 98,361 2024 202,624 2025 and beyond 202,624 Total $ 503,608 Less: amount representing interest (59,441 ) Present value of future minimum lease payments 444,168 Less: current obligations under leases (163,013 ) Long-term lease obligations $ 281,154 For the six months ended June 30, 2023 and 2022, the Company incurred rent expenses of $108,187 and $106,604, respectively. Litigation From time to time the Company may become a party to litigation in the normal course of business. As of June 30, 2023, there were no legal matters that management believes would have a material effect on the Company’s financial position or results of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Reverse Stock Split | All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split (as defined and described under Note 7 below). |
Use Of Estimates | The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management makes estimates that affect certain accounts including deferred income tax assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined. |
Principles Of Consolidation | The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended. All inter-company balances and transactions have been eliminated. |
Basis Of Presentation | The accompanying unaudited condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The balance sheet at December 31, 2022 has been derived from the audited financial statements at that date. For further information, refer to the financial statements and footnotes thereto included in ENDRA Life Sciences Inc. annual financial statements for the twelve months ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023. |
Cash And Cash Equivalents | The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of one year or less, when purchased, to be cash. As of June 30, 2023 and December 31, 2022, the Company had no cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible. In light of the liquidity concerns in the banking system arising from the closure of Silicon Valley Bank and appointment of the Federal Deposit Insurance Corporation as receiver, the Company maintains cash deposits at multiple banks to mitigate the risk associated with a failure of any specific bank. |
Inventory | The Company’s inventory is stated at the lower of cost or estimated net realizable value, with cost primarily determined on a weighted-average cost basis on the first-in, first-out method. The Company periodically determines whether a reserve should be taken for devaluation or obsolescence of inventory. |
Capitalization Of Fixed Assets | The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred. |
Leases | Accounting Standards Update (“ASU”) No. 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements. As of June 30, 2023 and December 31, 2022, the Company recorded a right of use asset of $431,842 and $505,816, respectively. As of June 30, 2023 and December 31, 2022, the Company recorded a lease liability of $444,167 and $518,147, respectively. |
Revenue Recognition | ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASC Topic 606”) provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under ASC Topic 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to perform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC Topic 606 did not have an impact on the Company’s operations or cash flows. |
Research And Development Costs | The Company follows FASB Accounting Standards Codification (“ASC”) Subtopic 730-10, “Research and Development”. Research and development costs are charged to the statement of operations as incurred. During the three months ended June 30, 2023 and 2022, the Company incurred $1,400,182 and $1,847,560 of expenses related to research and development costs, respectively. During the six months ended June 30, 2023 and 2022, the Company incurred $2,791,496 and $3,060,582 of expenses related to research and development costs, respectively. |
Net Earnings (Loss) Per Common Share | The Company computes earnings per share under ASC Subtopic 260-10, “Earnings Per Share”. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net loss per share is anti-dilutive. There were 3,123,030 and 410,358 potentially dilutive shares, which include outstanding common stock options, and warrants, as of June 30, 2023 and December 31, 2022, respectively. June 30, 2023 December 31, 2022 Options to purchase common stock 646,449 391,902 Warrants to purchase common stock 2,468,455 10,330 Shares issuable upon conversion of Series A Convertible Preferred Stock 8,126 8,126 Potential equivalent shares excluded 3,123,030 410,358 |
Fair Value Measurements | Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. In accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” the Company measures certain financial instruments at fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable approximates their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates. |
Share-based Compensation | The Company’s 2016 Omnibus Incentive Plan (the “Omnibus Plan”) permits the grant of stock options and other share-based awards to its employees, consultants and non-employee members of the board of directors. Each January 1 the pool of shares available for issuance under the Omnibus Plan automatically increases by an amount equal to the lesser of (i) the number of shares necessary such that the aggregate number of shares available under the Omnibus Plan equals 25% of the number of fully-diluted outstanding shares on the increase date (assuming the conversion of all outstanding shares of preferred stock and other outstanding convertible securities and exercise of all outstanding options and warrants to purchase shares) and (ii) if the board of directors takes action to set a lower amount, the amount determined by the board. On January 1, 2023, the pool of shares issuable under the Omnibus Plan automatically increased by 867,966 shares from 454,203 shares to 1,322,169 shares. The Company records share-based compensation in accordance with the provisions of the Share-based Compensation Topic of the FASB Codification. The guidance requires the use of option-pricing models that require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model, and the resulting charge is expensed using the straight-line attribution method over the vesting period. Stock compensation expense recognized during the period is based on the value of share-based awards that were expected to vest during the period adjusted for estimated forfeitures. The estimated fair value of grants of stock options and warrants to non-employees of the Company is charged to expense, if applicable, in the financial statements. These options vest in the same manner as the employee options granted under the stock incentive plan as described above. |
Going Concern | The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited commercial experience and had a cumulative net loss from inception to June 30, 2023 of $87,369,780. The Company had working capital of $6,050,947 as of June 30, 2023. The Company has not established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern and will require additional financing to fund its future planned operations, including research and development and commercialization of its products. The accompanying financial statements for the three and six months ended June 30, 2023 have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of, or eliminate one or more of the Company’s research and development activities or commercialization efforts or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Recent Accounting Pronouncements | The Company considered recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC, and concluded that they did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Schedule Of Anti-dilutive Shares | June 30, 2023 December 31, 2022 Options to purchase common stock 646,449 391,902 Warrants to purchase common stock 2,468,455 10,330 Shares issuable upon conversion of Series A Convertible Preferred Stock 8,126 8,126 Potential equivalent shares excluded 3,123,030 410,358 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fixed Assets | |
Schedule of fixed assets | June 30, 2023 December 31, 2022 Property, leasehold and capitalized software $ 658,682 $ 738,720 TAEUS development and testing 140,617 140,617 Accumulated depreciation (606,425 ) (643,682 ) Fixed assets, net $ 192,874 $ 235,655 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounts Payable and Accrued Liabilities | |
Schedule Of Current Liabilities | June 30, 2023 December 31, 2022 Accounts payable 414,935 $ 613,961 Accrued payroll 202,226 60,638 Accrued bonuses 928,029 683,738 Accrued employee benefits 5,750 5,750 Insurance premium financing 290,622 158,925 Total $ 1,841,562 $ 1,523,012 |
Common Stock Options (Tables)
Common Stock Options (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Common Stock Options | |
Summary Of Stock Option Activity under omnibus plan | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balance outstanding at December 31, 2022 391,902 $ 31.47 7.41 Granted 273,878 4.02 9.60 Exercised - - - Forfeited - - - Cancelled or expired (19,331 ) - - Balance outstanding at June 30, 2023 646,449 $ 19.69 7.93 Exercisable at June 30, 2023 248,233 $ 33.29 5.93 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Common Stock Warrants | |
Schedule Of Warrant Activity | Number of Warrants Weighted Average Exercise Price Weighted Average Contractual Term (Years) Balance outstanding at December 31, 2022 10,330 $ 25.01 1.78 Issued 2,458,125 1.41 4.66 Exercised - - - Forfeited - - - Expired - - - Balance outstanding at June 30, 2023 2,468,455 $ 1.51 4.65 Exercisable at June 30, 2023 2,166,580 $ 1.51 4.83 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies | |
Schedule Of Operating Lease Liabilities Maturities | Operating Lease 2023 98,361 2024 202,624 2025 and beyond 202,624 Total $ 503,608 Less: amount representing interest (59,441 ) Present value of future minimum lease payments 444,168 Less: current obligations under leases (163,013 ) Long-term lease obligations $ 281,154 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Potential Equivalent Shares Excluded | 3,123,030 | 410,358 |
Warrants To Purchase Common Stock | ||
Potential Equivalent Shares Excluded | 2,468,455 | 10,330 |
Shares Issuable upon Conversion of Series A Convertible Preferred Stock | ||
Potential Equivalent Shares Excluded | 8,126 | 8,126 |
Options to purchase common stock | ||
Potential Equivalent Shares Excluded | 646,449 | 391,902 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jan. 01, 2023 | |
Summary of Significant Accounting Policies | ||||||
Lease liability | $ 444,167 | $ 444,167 | $ 518,147 | |||
Research And Development | 1,400,182 | $ 1,847,560 | 2,791,496 | $ 3,060,582 | ||
Right Of Use Assets | 431,842 | $ 431,842 | $ 505,816 | |||
Potential Equivalent Shares Excluded | 3,123,030 | 410,358 | ||||
Shares Available For Issuance Increased Under The Omnibus Plan | 867,966 | |||||
Shares Available For Issuance Under The Omnibus Plan | 1,322,169 | 454,203 | ||||
Cumulative Net Loss | 87,369,780 | $ 87,369,780 | ||||
Working Capital | $ 6,050,947 | $ 6,050,947 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory | ||
Inventory | $ 2,757,633 | $ 2,644,717 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fixed Assets | ||
Property, Leasehold And Capitalized Software | $ 658,682 | $ 738,720 |
Taeus Development And Testing | 140,617 | 140,617 |
Accumulated Depreciation | (606,425) | (643,682) |
Fixed Assets, Net | $ 192,874 | $ 235,655 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Fixed Assets | ||||
Depreciation Expense | $ 35,265 | $ 21,701 | $ 69,781 | $ 40,739 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Liabilities | ||
Accounts Payable | $ 414,935 | $ 613,961 |
Accrued Payroll | 202,226 | 60,638 |
Accrued Bonuses | 928,029 | 683,738 |
Accrued Employee Benefits | 5,750 | 5,750 |
Insurance Premium Financing | 290,622 | 158,925 |
Total Current Liabilities | $ 1,841,562 | $ 1,523,012 |
Bank Loans (Details Narrative)
Bank Loans (Details Narrative) - TD Bank Loan [Member] | 1 Months Ended |
Apr. 27, 2020 CAD ($) | |
Principal Aggregate Amount | $ 40,000 |
Expiration Initial Term | Dec. 31, 2022 |
Initial Term Interest Rate | 0% |
Bank Loan, Description | Under this note no interest payments are due until January 1, 2024. Under the conditions of the loan, twenty-five percent (25%) of the loan will be forgiven if seventy-five percent (75%) is repaid prior to the initial term date |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Apr. 27, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Common Stock Shares, Par Value | $ 0.0001 | $ 0.0001 | ||
Common Stock Shares, Authorized | 80,000,000 | 80,000,000 | ||
Common Stock Shares, Issued | 7,481,603 | 3,169,103 | ||
Captal Stock | 90,000,000 | |||
Stock Payable, Share | $ 2,427 | |||
Series A preferred stock | 141 | |||
Proceeds from issuance of common stock | $ 4,712,750 | $ 8,399,512 | ||
June 2021 ATM Agreement [Member] | ||||
Total Common Stock Shares Issued | 4,312,500 | 1,030,997 | ||
Net Proceeds From Sales Of Common Stock | $ 4,712,750 | $ 8,399,512 | ||
Underwriting Agreement [Member] | ||||
Common Stock Shares, Issued | 1,875,000 | |||
Warrants and comman shares sold | 3,750,000 | |||
Public offering price | $ 2.41 | |||
Effective price | 1.20 | |||
Effective price per warrant | $ 0.01 | |||
Additional warrants and comman shares sold | 562,500 | |||
Additional common Stock Shares, purchased | 281,250 | |||
Net Proceeds From Sales Of Common Stock | $ 4,700,000 | |||
At-the-Market Equity Offering Program [Member] | ||||
Total Common Stock Shares Issued | 1,064,634 | |||
Net Proceeds From Sales Of Common Stock | $ 20,000,000 | |||
Proceeds from issuance of common stock | 9,216,618 | |||
Compensation paid | $ 286,289,000,000 | |||
Series A Preferred Stock | ||||
Preferred stock authorized | 10,000,000 | 100,000 | ||
Preferred Stock Shares, Par Value | $ 0.0001 | $ 0.0001 | ||
Preferred Stock Shares, Designated | 10,000 | |||
Series B Preferred Stock | ||||
Preferred stock authorized | 1,000 | |||
Preferred Stock Shares, Undesignated | 9,889,000 | |||
Series C Preferred Stock [Member] | ||||
Preferred stock authorized | 100,000 |
Common Stock Options (Details)
Common Stock Options (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Common Stock Options | |
Number Of Options Outstanding, Beginning | shares | 391,902 |
Number Of Options Granted | shares | 273,878 |
Number Of Options, Forfeited | $ | $ 0 |
Number Of Options Cancelled Or Expired | shares | (19,331) |
Number Of Options Outstanding, ending | shares | 646,449 |
Number Of Options Outstanding, Exercisable | shares | 248,233 |
Weighted Average Exercise Price Outstanding, Beginning | $ 31.47 |
Weighted Average Exercise Price Granted | 4.02 |
Weighted Average Exercise Price Exercised | 0 |
Weighted Average Exercise Price Forfeited | 0 |
Weighted Average Exercise Price Cancelled Or Expired | 0 |
Weighted Average Exercise Price Outstanding, Ending | 19.69 |
Weighted Average Exercise Price Outstanding, Exercisable | $ 33.29 |
Weighted Average Remaining Contractual Term Outstanding, Beginning | 7 years 4 months 28 days |
Weighted Average Remaining Contractual Term Outstanding, Granted | 9 years 7 months 6 days |
Weighted Average Remaining Contractual Term Outstanding, Ending | 7 years 11 months 4 days |
Weighted Average Remaining Contractual Term Outstanding, Exercisable | 5 years 11 months 4 days |
Common Stock Options (Details N
Common Stock Options (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Aggregate Fair Value Of Stock Options Granted | $ 1,017,235 |
Discount Rate | 0% |
Expected Dividend Yield | 0% |
Volatility Rate | 106% |
Risk Free Rate | 3.68% |
Expected Life | 10 years |
Black-Scholes-Merton Option-Pricing Model [Member] | Maximum [Member] | |
Volatility Rate | 107% |
Risk Free Rate | 3.72% |
Common Stock Warrants (Details)
Common Stock Warrants (Details) - Warrants | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Warrants Beginning, balance | shares | 10,330 |
Issued | shares | 2,458,125 |
Number of Warrants ending balance | shares | 2,468,455 |
Number of Warrants exercisable | shares | 2,166,580 |
Weighted Average Exercisable Price, Beginning | $ / shares | $ 25.01 |
Weighted Average Exercise Price Issued | $ / shares | 1.41 |
Weighted Average Exercise Price, Ending | $ / shares | 1.51 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 1.51 |
Weighted Average Remaining Contractual Term Outstanding, Beginning | 1 year 9 months 10 days |
Weighted Average Remaining Contractual Term Issued | 4 years 7 months 28 days |
Weighted Average Remaining Contractual Term Outstanding, Ending | 4 years 7 months 24 days |
Weighted Average Remaining Contractual Term Outstanding, Exercisable | 4 years 9 months 29 days |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | May 02, 2023 $ / shares shares |
Common Stock Warrants | |
Expiring date | May 02, 2028 |
Warrants issued | shares | 2,156,250 |
Exercise price | $ / shares | $ 1.40 |
Exercise price of warrants exercisable | $ / shares | $ 1.50 |
Expiring date of warrants exercisable | Nov. 02, 2026 |
Number of Warrants exercisable | shares | 301,875 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - shares | Jun. 30, 2023 | May 02, 2023 | Dec. 31, 2022 |
Common stock shares issued | 7,481,603 | 3,169,103 | |
Anthony DiGiandomenico [Member] | |||
Common stock shares issued | 83,333 | ||
Warrants issued | 41,667 | ||
Beneficial ownership percentage | 5% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies | ||
2023 | $ 98,361 | |
2024 | 202,624 | |
2025 And Beyond | 202,624 | |
Total | 503,608 | |
Less: Amount Representing Interest | (59,441) | |
Present Value Of Future Minimum Lease Payments | 444,168 | |
Less: Current Obligations Under Lease | (163,013) | $ (152,228) |
Long-term Lease Obligations | $ 281,154 | $ 365,919 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) | 6 Months Ended | |||
Mar. 15, 2021 USD ($) ft² | Oct. 10, 2017 USD ($) ft² | Jun. 30, 2023 USD ($) ft² | Jun. 30, 2022 USD ($) | |
Rent Expense | $ 108,187 | $ 106,604 | ||
January 1, 2015 [Member] | ||||
Rent Space | ft² | 3,248 | 3,950 | 3,657 | |
Monthly Rent Expenses | $ 15,452 | $ 7,798 | $ 5,986 | |
Rent Term | 60 months | |||
Office Lease, Description | On March 15, 2021, the Company entered into an amendment to the lease, adding approximately 3,248 rentable square feet, increasing the initial monthly rent to $15,452 effective May 2021, and extending the term of the lease to December 31, 2025 | |||
Expiration Date | Dec. 31, 2025 | |||
Weighted-average Remaining Lease Term | 2 years 6 months | |||
Operating Lease Discount Rate | 10% |