Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 14, 2024 | |
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 | Mar. 31, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 11,035,659 | |
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 $0.0001 per share | |
Trading Symbol | NDRA | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Cash | $ 1,134,701 | $ 2,833,907 |
Prepaid expenses | 135,821 | 198,905 |
Total Current Assets | 1,270,522 | 3,032,812 |
Non-Current Assets | ||
Inventory | 2,711,923 | 2,622,865 |
Fixed assets, net | 111,470 | 111,782 |
Right of use assets | 313,715 | 354,091 |
Prepaid expenses, long term | 647,085 | 626,610 |
Other assets | 5,986 | 5,986 |
Total Assets | 5,060,701 | 6,754,146 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,038,465 | 700,754 |
Lease liabilities, current portion | 178,239 | 173,857 |
Loans | 0 | 28,484 |
Total Current Liabilities | 1,216,704 | 903,095 |
Long Term Debt | ||
Loans, long term | 0 | 0 |
Lease liabilities | 145,825 | 192,062 |
Total Long Term Debt | 145,825 | 192,062 |
Total Liabilities | 1,362,529 | 1,095,157 |
Stockholders' Equity | ||
Common stock, $0.0001 par value; 80,000,000 shares authorized; 10,914,447 and 10,390,150 shares issued and outstanding, respectively | 1,092 | 1,039 |
Additional paid in capital | 98,402,631 | 97,582,868 |
Stock payable | 301 | 5,233 |
Accumulated deficit | (94,705,852) | (91,930,152) |
Total Stockholders' Equity | 3,698,172 | 5,658,989 |
Total Liabilities and Stockholders' Equity | 5,060,701 | 6,754,146 |
Series A Convertible Preferred Stock | ||
Stockholders' Equity | ||
Preferred stock value | 0 | 1 |
Series B Convertible Preferred Stock | ||
Stockholders' Equity | ||
Preferred stock value | 0 | 0 |
Series C Convertible Preferred Stock | ||
Stockholders' Equity | ||
Preferred stock value | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common Stock Shares, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock shares, Authorized | 80,000,000 | 80,000,000 |
Common Stock Shares Issued | 10,914,447 | 10,390,150 |
Common Stock Shares, Outstanding | 10,914,447 | 10,390,150 |
Preferred Stock Shares, Par Value | $ 0.0001 | |
Preferred Stock Shares, Authorized | 10,000,000 | |
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 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 |
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 | 34 | 141 |
Preferred Stock Shares, Outstanding | 34 | 141 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Expenses | ||
Research and development | $ 1,041,526 | $ 1,391,314 |
Sales and marketing | 238,660 | 181,616 |
General and administrative | 1,500,355 | 1,366,398 |
Total operating expenses | 2,780,541 | 2,939,328 |
Operating loss | (2,780,541) | (2,939,328) |
Other Expenses | ||
Other income (expense) | 4,841 | (3,418) |
Total other expenses | 4,841 | 3,418 |
Loss from operations before income taxes | (2,775,700) | (2,942,746) |
Provision for income taxes | 0 | 0 |
Net Loss | $ (2,775,700) | $ (2,942,746) |
Net loss per share - basic and diluted | $ (0.26) | $ (0.93) |
Weighted average common shares - basic and diluted | 10,804,625 | 3,169,103 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) | Total | Convertible Preferred Stock Series A | Common Stock | Additional Paid-In Capital | Stock Payable | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2022 | 141 | 3,169,103 | ||||
Balance, amount at Dec. 31, 2022 | $ 7,204,504 | $ 1 | $ 317 | $ 89,068,015 | $ 6,073 | $ (81,869,902) |
Fair value of vested stock options | 237,279 | 0 | 0 | 237,279 | 0 | 0 |
Stock payable towards preference dividend | 0 | 0 | 0 | 2,381 | (2,381) | 0 |
Net loss | (2,942,746) | $ 0 | $ 0 | 0 | 0 | (2,942,746) |
Balance, shares at Mar. 31, 2023 | 141 | 3,169,103 | ||||
Balance, amount at Mar. 31, 2023 | 4,499,037 | $ 1 | $ 317 | 89,307,675 | 3,692 | (84,812,648) |
Balance, shares at Dec. 31, 2023 | 141 | 10,390,150 | ||||
Balance, amount at Dec. 31, 2023 | 5,658,989 | $ 1 | $ 1,039 | 97,582,868 | 5,233 | (91,930,152) |
Fair value of vested stock options | 237,497 | 0 | 0 | 237,497 | 0 | 0 |
Stock payable towards preference dividend | 0 | 0 | 0 | 4,932 | (4,932) | 0 |
Net loss | (2,775,700) | $ 0 | $ 0 | 0 | 0 | (2,775,700) |
Preferred stock conversion to common stock, shares | (106) | 7,622 | ||||
Preferred stock conversion to common stock, amount | 0 | $ (1) | $ 1 | 0 | 0 | 0 |
Common stock issued for cash, shares | 316,963 | |||||
Common stock issued for cash, amount | 419,967 | 0 | $ 32 | 419,935 | 0 | 0 |
Common stock issued for warrant exercise, shares | 118,904 | |||||
Common stock issued for warrant exercise, amount | 77,419 | 0 | $ 12 | 77,407 | 0 | 0 |
Fair value of vested common stock for services, shares | 80,808 | |||||
Fair value of vested common stock for services, amount | 80,000 | $ 0 | $ 8 | 79,992 | 0 | 0 |
Balance, shares at Mar. 31, 2024 | 34 | 10,914,447 | ||||
Balance, amount at Mar. 31, 2024 | $ 3,698,172 | $ 0 | $ 1,092 | $ 98,402,631 | $ 301 | $ (94,705,852) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows from Operating Activities | ||
Net loss | $ (2,775,700) | $ (2,942,746) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 15,300 | 34,516 |
Fixed assets write off | 8,808 | 0 |
Inventory reserve | 142,733 | 0 |
Stock compensation expense | 317,497 | 237,279 |
Amortization of right of use assets | 40,376 | 36,526 |
Gain on extinguishment of debt | 0 | 0 |
Changes in operating assets and liabilities: | ||
Decrease in prepaid expenses | 42,609 | 132,002 |
Increase in inventory | (231,791) | (90,632) |
Increase in accounts payable and accrued liabilities | 337,711 | 122,737 |
Decrease in lease liability | (41,855) | (36,529) |
Net cash used in operating activities | (2,144,312) | (2,506,847) |
Cash Flows from Investing Activities | ||
Purchases of fixed assets | (27,000) | (27,000) |
Proceeds from sale of fixed assets | 3,204 | 0 |
Net cash used in investing activities | (23,796) | (27,000) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock | 419,967 | 0 |
Proceeds from warrant exercise | 77,419 | 0 |
Repayment of loan | (28,484) | 0 |
Net cash provided by financing activities | 468,902 | 0 |
Net decrease in cash | (1,699,206) | (2,533,847) |
Cash, beginning of period | 2,833,907 | 4,889,098 |
Cash, end of period | 1,134,701 | 2,355,251 |
Supplemental disclosures of cash items | ||
Interest paid | 8,801 | 0 |
Income tax paid | 0 | 0 |
Supplemental disclosures of non-cash items | ||
Stock dividend payable | (4,932) | (2,381) |
Right of use asset | 313,715 | 469,290 |
Lease liability | $ 324,064 | $ 481,618 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2024 | |
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 characterizing tissue non-invasively, at the point of patient care, 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”), magnetic resonance imaging (“MRI”) or other technologies are unavailable or impractical. ENDRA was incorporated on July 18, 2007 as a Delaware corporation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies and Going Concern | Note 2 - Summary of Significant Accounting Policies 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 months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The balance sheet at March 31, 2024 has been derived from the audited financial statements at that date. For further information, refer to the financial statements and footnotes thereto included in the Company’s annual financial statements for the twelve months ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024. 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. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. 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 creditworthiness of the financial institutions and has determined the credit exposure to be negligible. 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. The Company assessed its inventory at March 31, 2024 and determined that certain challenges, including potential damage and a longer timeframe for initial sales, warranted the establishment of an inventory shrinkage reserve. As a result, the Company recognized an inventory reserve of 5% amounting to $142,733, which resulted in the net carrying value of inventory of $2,711,923. 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. At March 31, 2024 and December 31, 2023 the Company recorded a right of use asset of $313,715 and $354,091, respectively. At March 31, 2024 and December 31, 2023 the Company recorded a lease liability of $324,064 and $365,919, 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 March 31, 2024 and 2023, the Company incurred $1,041,526 and $1,391,314 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 1,444,742 and 1,514,715 potentially dilutive shares, which include outstanding common stock options, and warrants, as of March 31, 2024 and December 31, 2023, respectively. March 31, 2024 December 31, 2023 Options to purchase common stock 679,287 624,240 Warrants to purchase common stock 763,445 882,349 Shares issuable upon conversion of Series A Convertible Preferred Stock 2,010 8,126 Potential equivalent shares excluded 1,444,742 1,514,715 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 and convertible notes 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. Effective January 1, 2024, the pool of shares issuable under the Omnibus Plan automatically increased by 1,717,783 shares from 1,322,169 shares to 3,039,952 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 March 31, 2024 of $94,705,852. The Company had working capital of $53,818 as of March 31, 2024. 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. These matters raise substantial doubt about the Company's ability to continue as going concern. The accompanying financial statements for the three months ended March 31, 2024 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, 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 | 3 Months Ended |
Mar. 31, 2024 | |
Inventory | |
Inventory | Note 3 - Inventory As of March 31, 2024 and December 31, 2023, inventory consisted of raw materials, subassemblies to be used in the assembly of TAEUS systems, and finished goods. As of March 31, 2024, the Company had no orders pending for the sale of a TAEUS system. As of March 31, 2024, the Company recorded inventory reserve of 5% or $142,733. As of March 31, 2024 and December 31, 2023, the Company had inventory valued at $2,711,923 and $2,622,865, respectively. |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2024 | |
Fixed Assets | |
Fixed Assets | Note 4 - Fixed Assets As of March 31, 2024 and December 31, 2023, fixed assets consisted of the following: March 31, 2024 December 31, 2023 Property, leasehold and capitalized software $ 590,955 $ 587,030 TAEUS development and testing 125,151 125,151 Accumulated depreciation (604,636 ) (600,399 ) Fixed assets, net $ 111,470 $ 111,782 Depreciation expense for the three months ended March 31, 2024 and 2023 was $15,300 and $34,516. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable And Accrued Liabilities | Note 5 - Accounts Payable and Accrued Liabilities As of March 31, 2024 and December 31, 2023, current liabilities consisted of the following: March 31, 2024 December 31, 2023 Accounts payable $ 521,577 $ 360,401 Accrued payroll 266,058 150,293 Accrued bonuses 154,122 35,518 Accrued employee benefits 5,750 5,750 Insurance premium financing 90,958 148,792 Total $ 1,038,465 $ 700,754 |
Bank Loans
Bank Loans | 3 Months Ended |
Mar. 31, 2024 | |
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 were 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. During the three months ended March 31, 2024, the loan was repaid in full. As of March 31, 2024 and December 31, 2022, the loan had a balance of CAD 0 and CAD 40,000. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity | |
Capital Stock | Note 7 - Capital Stock Capital Stock At March 31, 2024, 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 March 31, 2024, there were 10,914,447 shares of common stock (which exclude 121,212 unvested shares of restricted stock described in Note 8 below), 34.976 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 $301. During the three months ended March 31, 2024, the Company issued a total of 443,489 shares of its common stock, as follows: - 118,904 shares of its common stock upon warrant exercises for an aggregate net proceeds of $77,419; - 316,963 shares of its common stock in return for aggregate net proceeds of $419,967 under the June 2021 ATM Agreement; and - 7,622 shares of its common stock upon conversion of 106.421 shares of its Series A Preferred Stock. During the three months ended March 31, 2024, a total of 80,808 shares of the previously issued restricted common stock vested. The shares were issued for services and valued at $80,000. At-the-Market Equity Offering Programs 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 March 31, 2024, under the June 2021 ATM Agreement the Company had issued an aggregate of 2,706,644 shares of common stock in return for net proceeds of $11,407,240, resulting in $354,527 of compensation paid to Ascendiant. On February 14, 2024, the Company entered into a new At-The-Market Issuance Sales Agreement with Ascendiant (the “February 2024 ATM Agreement”) to sell shares of common stock for aggregate gross proceeds of up to $6.2 million, which replaced the June 2021 ATM Agreement. As of March 31, 2024, the Company had not sold any shares under the February 2024 ATM Agreement. |
Common Stock Options and Restri
Common Stock Options and Restricted Stock | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock Options and Restricted Stock | |
Common Stock Options and Restricted Stock | Note 8 - Common Stock Options and Restricted Stock 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 three months ended March 31, 2024 was determined to be $77,418 using the Black-Scholes-Merton option-pricing model based on the following assumptions: (i) volatility rate of 107% to 111%, (ii) discount rate of 0%, (iii) zero expected dividend yield, (iv) risk free rate of 3.93% to 4.21%, (v) price of $1.13 to $1.59, and (vi) expected life of 8-10 years. A summary of option activity under the Company’s Omnibus Plan as of March 31, 2024, 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, 2023 624,240 $ 19.25 7.26 Granted 55,346 2.06 7.93 Exercised - - - Forfeited - - - Cancelled or expired (299 ) 31.96 - Balance outstanding at March 31, 2024 679,287 $ 17.83 7.09 Exercisable at March 31, 2024 402,162 $ 22.57 6.15 Restricted Common Stock On November 30, 2023, the Company issued 202,020 shares of restricted common stock (the “Restricted Stock”) of the Company to PatentVest, Inc. (“PatentVest”) pursuant to a Restricted Stock Agreement and Consulting Services Agreement, each with PatentVest, in exchange for certain services related to the Company’s patent portfolio. The fair value of the Restricted Stock was determined to be $200,485 using the market price of the stock on the date of the issuance. The Restricted Stock is subject to a vesting schedule pursuant to the Restricted Stock Agreement and the shares may not be sold, assigned, transferred, pledged, hypothecated, disposed of or otherwise encumbered prior to becoming vested. During the three months ended March 31, 2024, the Company recorded as vested 80,808 shares valued at $80,000. |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock Warrants | |
Common Stock Warrants | Note 9 - Common Stock Warrants Warrant Exercises On May 2, 2023, the Company conducted a registered 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. In December 2023, the Board approved a temporary reduction of the exercise price per share from $1.40 to $0.70. 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. During the three months ended March 31, 2024, the Company issued a total of 118,904 shares of its common stock upon warrant exercises for an aggregate net proceeds of $83,233. The following table summarizes all stock warrant activity of the Company for the three months ended March 31, 2024: Number of Warrants Weighted Average Exercise Price Weighted Average Contractual Term (Years) Balance outstanding at December 31, 2023 882,349 $ 1.58 3.79 Granted - - - Exercised (118,904 ) 0.70 4.09 Forfeited - - - Expired - - - Balance outstanding at March 31, 2024 763,445 $ 1.60 3.47 Exercisable at March 31, 2024 763,445 $ 1.60 3.47 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions | |
Related Party Transactions | Note 10 - Related Party Transactions On October 17, 2023, the Company entered into a consulting agreement with one of its directors, Alex Tokman, pursuant to which Mr. Tokman provides commercialization services. Under the terms of the agreement, Mr. Tokman is compensated at a rate of $150 per hour for his services On November 30, 2023, the Company entered into a Restricted Stock Agreement and Consulting Services Agreement, each with PatentVest, in exchange for certain services related to the Company’s patent portfolio. PatentVest is a wholly-owned subsidiary of MDB Capital Holdings, LLC (“MDB”). Anthony DiGiandomenico, a member of the Company’s board of directors, is the Chief of Transactions and a director of MDB. Lou Basenese, a member of our board of directors, is President and Chief Market Strategist at Public Ventures LLC, a wholly-owned subsidiary of MDB. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 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 2.0 years. As of March 31, 2024, the maturities of operating lease liabilities are as follows: Operating Lease 2024 151,968 2025 and beyond 202,624 Total $ 354,592 Less: amount representing interest (30,527 ) Present value of future minimum lease payments 324,064 Less: current obligations under leases (178,240 ) Long-term lease obligations $ 145,825 For the three months ended March 31, 2024 and 2023, the Company incurred rent expenses of $54,839 and $53,809, respectively. Employment and Consulting Agreements Francois Michelon If Mr. Michelon’s employment is terminated by the Company without cause or Mr. Michelon terminates his employment for good reason, Mr. Michelon will be entitled to receive 12 months’ continuation of his current base salary and a lump sum payment equal to 12 months of continued healthcare coverage (or 24 months’ continuation of his current base salary and a lump sum payment equal to 24 months of continued healthcare coverage if such termination occurs within one year following a change in control). Under his employment agreement, Mr. Michelon is eligible to receive benefits that are substantially similar to those of the Company’s other senior executive officers. Michael Thornton If Mr. Thornton’s employment is terminated by the Company without cause or Mr. Thornton terminates his employment for good reason, Mr. Thornton will be entitled to receive 12 months’ continuation of his current base salary and a lump sum payment equal to 12 months of continued healthcare coverage (or 24 months’ continuation of his current base salary and a lump sum payment equal to 24 months of continued healthcare coverage if such termination occurs within one year following a change in control). Under his employment agreement, Mr. Thornton is eligible to receive benefits that are substantially similar to those of the Company’s other senior executive officers. Litigation From time to time the Company may become a party to litigation in the normal course of business. As of March 31, 2024, there were no legal matters that management believes would have a material effect on the Company’s financial position or results of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | Note 12 – Subsequent Events On May 3, 2024, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer meets the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). The notification has no immediate effect on the listing of the Company’s common stock. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from May 3, 2024, or until October 30, 2024, to regain compliance with the Minimum Bid Price Requirement. If at any time before October 30, 2024, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The balance sheet at March 31, 2024 has been derived from the audited financial statements at that date. For further information, refer to the financial statements and footnotes thereto included in the Company’s annual financial statements for the twelve months ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024. |
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. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. 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 creditworthiness of the financial institutions and has determined the credit exposure to be negligible. 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. The Company assessed its inventory at March 31, 2024 and determined that certain challenges, including potential damage and a longer timeframe for initial sales, warranted the establishment of an inventory shrinkage reserve. As a result, the Company recognized an inventory reserve of 5% amounting to $142,733, which resulted in the net carrying value of inventory of $2,711,923. |
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. At March 31, 2024 and December 31, 2023 the Company recorded a right of use asset of $313,715 and $354,091, respectively. At March 31, 2024 and December 31, 2023 the Company recorded a lease liability of $324,064 and $365,919, 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 March 31, 2024 and 2023, the Company incurred $1,041,526 and $1,391,314 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 1,444,742 and 1,514,715 potentially dilutive shares, which include outstanding common stock options, and warrants, as of March 31, 2024 and December 31, 2023, respectively. March 31, 2024 December 31, 2023 Options to purchase common stock 679,287 624,240 Warrants to purchase common stock 763,445 882,349 Shares issuable upon conversion of Series A Convertible Preferred Stock 2,010 8,126 Potential equivalent shares excluded 1,444,742 1,514,715 |
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 and convertible notes 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. Effective January 1, 2024, the pool of shares issuable under the Omnibus Plan automatically increased by 1,717,783 shares from 1,322,169 shares to 3,039,952 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 March 31, 2024 of $94,705,852. The Company had working capital of $53,818 as of March 31, 2024. 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. These matters raise substantial doubt about the Company's ability to continue as going concern. The accompanying financial statements for the three months ended March 31, 2024 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, 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) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Schedule Of Anti-dilutive Shares | March 31, 2024 December 31, 2023 Options to purchase common stock 679,287 624,240 Warrants to purchase common stock 763,445 882,349 Shares issuable upon conversion of Series A Convertible Preferred Stock 2,010 8,126 Potential equivalent shares excluded 1,444,742 1,514,715 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fixed Assets | |
Schedule of fixed assets | March 31, 2024 December 31, 2023 Property, leasehold and capitalized software $ 590,955 $ 587,030 TAEUS development and testing 125,151 125,151 Accumulated depreciation (604,636 ) (600,399 ) Fixed assets, net $ 111,470 $ 111,782 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Payable and Accrued Liabilities | |
Schedule Of Current Liabilities | March 31, 2024 December 31, 2023 Accounts payable $ 521,577 $ 360,401 Accrued payroll 266,058 150,293 Accrued bonuses 154,122 35,518 Accrued employee benefits 5,750 5,750 Insurance premium financing 90,958 148,792 Total $ 1,038,465 $ 700,754 |
Common Stock Options and Rest_2
Common Stock Options and Restricted Stock (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock Options and Restricted Stock | |
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, 2023 624,240 $ 19.25 7.26 Granted 55,346 2.06 7.93 Exercised - - - Forfeited - - - Cancelled or expired (299 ) 31.96 - Balance outstanding at March 31, 2024 679,287 $ 17.83 7.09 Exercisable at March 31, 2024 402,162 $ 22.57 6.15 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock Warrants | |
Schedule Of Warrant Activity | Number of Warrants Weighted Average Exercise Price Weighted Average Contractual Term (Years) Balance outstanding at December 31, 2023 882,349 $ 1.58 3.79 Granted - - - Exercised (118,904 ) 0.70 4.09 Forfeited - - - Expired - - - Balance outstanding at March 31, 2024 763,445 $ 1.60 3.47 Exercisable at March 31, 2024 763,445 $ 1.60 3.47 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | |
Schedule Of Operating Lease Liabilities Maturities | Operating Lease 2024 151,968 2025 and beyond 202,624 Total $ 354,592 Less: amount representing interest (30,527 ) Present value of future minimum lease payments 324,064 Less: current obligations under leases (178,240 ) Long-term lease obligations $ 145,825 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Potential Equivalent Shares Excluded | 1,444,742 | 1,514,715 |
Warrants To Purchase Common Stock | ||
Potential Equivalent Shares Excluded | 763,445 | 882,349 |
Shares Issuable upon Conversion of Series A Convertible Preferred Stock | ||
Potential Equivalent Shares Excluded | 2,010 | 8,126 |
Options to purchase common stock | ||
Potential Equivalent Shares Excluded | 679,287 | 624,240 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |||
Lease liability | $ 324,064 | $ 365,919 | |
Right of use | 313,715 | 354,091 | |
Inventory reserve | 142,733 | ||
Net carrying value of inventory | $ 2,711,923 | $ 2,622,865 | |
Inventory reserve percentage | 5% | ||
Research And Development | $ 1,041,526 | $ 1,391,314 | |
Potential Equivalent Shares Excluded | 1,444,742 | 1,514,715 | |
Share based compensation, description | Effective January 1, 2024, the pool of shares issuable under the Omnibus Plan automatically increased by 1,717,783 shares from 1,322,169 shares to 3,039,952 shares |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory | ||
Net carrying value of inventory | $ 2,711,923 | $ 2,622,865 |
Inventory reserve | $ 142,733 | |
Inventory reserve percentage | 5% |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fixed Assets | ||
Property, Leasehold And Capitalized Software | $ 590,955 | $ 587,030 |
Taeus Development And Testing | 125,151 | 125,151 |
Accumulated Depreciation | (604,636) | (600,399) |
Fixed Assets, Net | $ 111,470 | $ 111,782 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fixed Assets | ||
Depreciation Expense | $ 15,300 | $ 34,516 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts Payable and Accrued Liabilities | ||
Accounts Payable | $ 521,577 | $ 360,401 |
Accrued Payroll | 266,058 | 150,293 |
Accrued Bonuses | 154,122 | 35,518 |
Accrued Employee Benefits | 5,750 | 5,750 |
Insurance Premium Financing | 90,958 | 148,792 |
Total Current Liabilities | $ 1,038,465 | $ 700,754 |
Bank Loans (Details Narrative)
Bank Loans (Details Narrative) - TD Bank Loan [Member] - CAD ($) | 1 Months Ended | ||
Apr. 27, 2020 | Mar. 31, 2024 | Dec. 31, 2023 | |
Principal Aggregate Amount | $ 40,000 | $ 0 | $ 40,000 |
Expiration Initial Term | Dec. 31, 2023 | ||
Initial Term Interest Rate | 0% | ||
Bank Loan, Description | Under this note no interest payments were 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 | 3 Months Ended | |||
May 02, 2023 | Jun. 21, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Capital Stock | 90,000,000 | ||||
Common Stock Shares, Authorized | 80,000,000 | 80,000,000 | |||
Common Stock Shares, Par Value | $ 0.0001 | $ 0.0001 | |||
Preferred stock authorized | 10,000,000 | ||||
Common Stock Shares, Issued | 10,914,447 | 10,390,150 | |||
Common Stock Shares, outstanding | 10,914,447 | 10,390,150 | |||
Preferred Stock Shares, Par Value | $ 0.0001 | ||||
Preferred stock shares, undesignated | 9,889,000 | ||||
Stock Payable | $ 301 | ||||
Total Common Stock Shares Issued | 118,904 | ||||
Net proceeds from sale of common stock | 77,419 | ||||
Net proceeds from sale of common stock | $ 419,967 | $ 0 | |||
Unvested shares | 121,212 | ||||
Return share | 316,963 | ||||
Common stock upon conversion | 7,622 | ||||
Gross Proceeds From Sales Of Common Stock | $ 83,233 | ||||
Restricted Stock [Member] | |||||
Share issued for services | 80,808 | ||||
Share issued for services, value | $ 80,000 | ||||
June 2021 ATM Agreement [Member] | |||||
Common Stock Shares, Issued | 2,706,644 | 118,904 | |||
Total Common Stock Shares Issued | 443,489 | ||||
Net proceeds from sale of common stock | $ 11,407,240 | $ 419,967 | |||
Stock Based Compensation | 354,527 | ||||
Gross Proceeds From Sales Of Common Stock | $ 20,000,000 | ||||
The Offering [Member] | |||||
Net proceeds from sale of common stock | $ 6,200,000 | ||||
Series A Convertible Preferred Stock | |||||
Preferred stock authorized | 10,000 | ||||
Preferred stock shares, outstanding | 34 | ||||
Common stock upon conversion | 106 | ||||
Series B Preferred Stock [Member] | |||||
Preferred stock authorized | 1,000 | ||||
Series C Preferred Stock [Member] | |||||
Preferred stock authorized | 100,000 |
Common Stock Options and Rest_3
Common Stock Options and Restricted Stock (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Common Stock Options and Restricted Stock | |
Number Of Options Outstanding, Beginning | shares | 624,240 |
Number Of Options Granted | shares | 55,346 |
Number Of Options, Forfeited | $ | $ 0 |
Number Of Options Cancelled Or Expired | shares | (299) |
Number Of Options Outstanding, ending | shares | 679,287 |
Number Of Options Outstanding, Exercisable | shares | 402,162 |
Weighted Average Exercise Price Outstanding, Beginning | $ 19.25 |
Weighted Average Exercise Price Granted | 2.06 |
Weighted Average Exercise Price Exercised | 0 |
Weighted Average Exercise Price Forfeited | 0 |
Weighted Average Exercise Price Cancelled Or Expired | 31.96 |
Weighted Average Exercise Price Outstanding, Ending | 17.83 |
Weighted Average Exercise Price Outstanding, Exercisable | $ 22.57 |
Weighted Average Remaining Contractual Term Outstanding, Beginning | 7 years 3 months 3 days |
Weighted Average Remaining Contractual Term Outstanding, Granted | 7 years 11 months 4 days |
Weighted Average Remaining Contractual Term Outstanding, Ending | 7 years 1 month 2 days |
Weighted Average Remaining Contractual Term Outstanding, Exercisable | 6 years 1 month 24 days |
Common Stock Options and Rest_4
Common Stock Options and Restricted Stock (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Nov. 30, 2023 | |
Vested shares | 80,808 | |
Vested shares amount | $ 80,000 | |
Fair value of restricted common stock | $ 200,485 | |
Aggregate Fair Value Of Stock Options Granted | $ 77,418 | |
Discount Rate | 0% | |
Expected Dividend Yield | 0% | |
Minimum [Member] | ||
Risk Free Rate | 3.93% | |
Price | $ 1.13 | |
Maximum [Member] | ||
Risk Free Rate | 4.21% | |
Price | $ 1.59 | |
Black-Scholes-Merton Option-Pricing Model [Member] | Minimum [Member] | ||
Volatility Rate | 107% | |
Expected Life | 8 years | |
Black-Scholes-Merton Option-Pricing Model [Member] | Maximum [Member] | ||
Volatility Rate | 111% | |
Expected Life | 10 years |
Common Stock Warrants (Details)
Common Stock Warrants (Details) - Warrants | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Warrants Beginning, balance | shares | 882,349 |
Exercised | shares | (118,904) |
Number of Warrants ending balance | shares | 763,445 |
Number of Warrants exercisable | shares | 763,445 |
Weighted Average Exercisable Price, Beginning | $ / shares | $ 1.58 |
Weighted Average Exercise Price Exercised | $ / shares | 0.70 |
Weighted Average Exercise Price, Ending | $ / shares | 1.60 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 1.60 |
Weighted Average Remaining Contractual Term Outstanding, Beginning | 3 years 9 months 14 days |
Weighted Average Remaining Contractual Term Outstanding, Exercised | 4 years 1 month 2 days |
Weighted Average Remaining Contractual Term Outstanding, Ending | 3 years 5 months 19 days |
Weighted Average Remaining Contractual Term Outstanding, Exercisable | 3 years 5 months 19 days |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | May 02, 2023 USD ($) $ / shares shares |
Expiring date | May 02, 2028 |
Warrants issued | shares | 2,156,250 |
Exercise price | $ 1.40 |
Exercise price of warrants exercisable | $ 1.50 |
Expiring date of warrants exercisable | Nov. 02, 2026 |
Number of Warrants exercisable | shares | 301,875 |
Total Common Stock Shares Issued | shares | 118,904 |
Gross Proceeds From Sales Of Common Stock | $ | $ 83,233 |
Minimum [Member] | |
Exercise price | $ 0.70 |
Maximum [Member] | |
Exercise price | $ 1.40 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 1 Months Ended |
Oct. 17, 2023 USD ($) | |
Mr. Tokman [Member] | |
Commercialization services charges per hour | $ 150 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Commitments and Contingencies | ||
2024 | $ 151,968 | |
2025 And Beyond | 202,624 | |
Total | 354,592 | |
Less: Amount Representing Interest | (30,527) | |
Present Value Of Future Minimum Lease Payments | 324,064 | $ 365,919 |
Less: Current Obligations Under Lease | (178,240) | |
Long-term Lease Obligations | $ 145,825 | $ 192,062 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | ||||
Mar. 15, 2021 USD ($) ft² | Oct. 10, 2017 USD ($) ft² | May 12, 2017 | Apr. 15, 2019 | Mar. 31, 2024 USD ($) ft² | Mar. 31, 2023 USD ($) | |
Rent Expense | $ 54,839 | $ 53,809 | ||||
January 1, 2015 [Member] | ||||||
Rent Space | ft² | 3,248 | 3,950 | 3,657 | |||
Monthly Rent | $ 15,452 | $ 7,798 | $ 5,986 | |||
Rent Term | 60 years | |||||
Office Lease, Description | 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 | |||||
Expiration Date | Dec. 31, 2025 | Dec. 27, 2019 | ||||
Weighted-average Remaining Lease Term | 2 years | |||||
Operating Lease Discount Rate | 10% | |||||
Employment Agreements [Member] | Francois Michelon [Member] | ||||||
Annual Basic Salary | $ 423,000 | |||||
Reduction in annual basic salary | 30% | |||||
Description Of Employment Termination Term | to receive 12 months’ continuation of his current base salary and a lump sum payment equal to 12 months of continued healthcare coverage (or 24 months’ continuation of his current base salary and a lump sum payment equal to 24 months | |||||
Employment Agreement, Description | vest within 12 months will automatically vest, and upon termination without cause within 12 months | |||||
Employment Agreements [Member] | Michael Thornton [Member] | ||||||
Annual Basic Salary | $ 324,000 | |||||
Reduction in annual basic salary | 30% | |||||
Description Of Employment Termination Term | Mr. Thornton will be entitled to receive 12 months’ continuation of his current base salary and a lump sum payment equal to 12 months | |||||
Employment Agreement, Description | to vest within 12 months will automatically vest, and upon termination without cause within 12 months |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | May 03, 2024 $ / shares |
Subsequent Event, Description | Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days |
Minimum bid price | $ 1 |
Nasdaq Marketplace Rule One [Member] | |
Subsequent Event, Description | Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days |