Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
Entity Registrant Name | IMPACT BIOMEDICAL INC. |
Entity Central Index Key | 0001834105 |
Entity Tax Identification Number | 85-3926944 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 1400 Broadfield Blvd. |
Entity Address, Address Line Two | Suite 130 |
Entity Address, City or Town | Houston |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77084 |
City Area Code | (585) |
Local Phone Number | 325-3610 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Impact BioMedical Inc. |
Entity Address, Address Line Two | 1400 Broadfield Blvd. |
Entity Address, Address Line Three | Suite 130 |
Entity Address, City or Town | Houston |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77084 |
City Area Code | (585) |
Local Phone Number | 325-3610 |
Contact Personnel Name | Frank D. Heuszel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,000 | $ 2,000 |
Current portion of notes receivable | 203,000 | 16,000 |
Other receivables | 128,000 | |
Prepaid expenses and other current assets | 104,000 | |
Total current assets | 332,000 | 122,000 |
Property, plant and equipment, net | 287,000 | 276,000 |
Other investments | 782,000 | |
Notes receivable | 190,000 | |
Goodwill | 25,093,000 | 25,093,000 |
Other intangible assets, net | 18,921,000 | 20,034,000 |
Total assets | 44,633,000 | 46,497,000 |
Current liabilities: | ||
Accounts payable | 832,000 | 539,000 |
Accrued expenses | 230,000 | 63,000 |
Note payable, related party | 12,074,000 | 9,991,000 |
Total current liabilities | 13,136,000 | 10,593,000 |
Deferred tax liability, net | 3,235,000 | 3,235,000 |
Total Liabilities | 16,371,000 | 13,828,000 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value; 100,000,000 shares authorized, 60,496,041 shares issued and outstanding (0 shares issued and outstanding on December 31, 2022); Liquidation value $0.001 per share, $60,000, ($0 aggregate on December 31, 2022). | 60,000 | |
Common stock, $0.001 par value; 4,000,000,000 shares authorized, 10,000,000 shares issued and outstanding (70,496,041 on December 31, 2022) | 10,000 | 70,000 |
Additional paid-in capital | 38,113,000 | 38,113,000 |
Accumulated deficit | (12,961,000) | (8,625,000) |
Total stockholders’ equity of the company | 25,222,000 | 29,558,000 |
Non-controlling interest in subsidiary | 3,040,000 | 3,111,000 |
Total stockholder’s equity | 28,262,000 | 32,669,000 |
Total liabilities and stockholders’ equity | $ 44,633,000 | $ 46,497,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 60,496,041 | 0 |
Preferred stock, shares outstanding | 60,496,041 | 0 |
Preferred Stock, Liquidation Preference Per Share | $ 0.001 | |
Preferred Stock, Liquidation Preference, Value | $ 60,000 | |
Preferred stock, redeemable securities | $ 0 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 |
Common stock shares, issued | 10,000,000 | 70,496,041 |
Common stock shares, outstanding | 10,000,000 | 70,496,041 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue: | $ 50,000 | |
Costs and expenses: | ||
Selling, general and administrative (including stock-based compensation) | 315,000 | 325,000 |
Amortization | 1,120,000 | 1,113,000 |
Professional Services | 1,262,000 | 722,000 |
Research & Development | 1,147,000 | 1,226,000 |
Other General Expenses | 184,000 | 68,000 |
Total costs and expenses | 4,028,000 | 3,454,000 |
Operating loss | (4,028,000) | (3,404,000) |
Other income (expense): | ||
Interest income | 13,000 | 24,000 |
Other income | 52,000 | 66,000 |
Interest expense | (444,000) | (462,000) |
Impairment of investment | (4,100,000) | |
Loss from operations before income taxes | (4,407,000) | (7,876,000) |
Income tax benefit | 621,000 | |
Net loss | (4,407,000) | (7,255,000) |
Loss from operations attributed to noncontrolling interest | 71,000 | 204,000 |
Net loss attributable to common stockholders | $ (4,336,000) | $ (7,051,000) |
Loss per common share: | ||
Basic | $ (0.07) | $ (0.10) |
Diluted | $ (0.07) | $ (0.10) |
Shares used in computing loss per common share: | ||
Basic | 60,248,078 | 70,496,041 |
Diluted | 60,248,078 | 70,496,041 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (4,407,000) | $ (7,255,000) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 1,120,000 | 1,113,000 |
Deferred tax benefit | (621,000) | |
Impairment of other investments | 4,100,000 | |
Decrease (increase) in assets: | ||
Other receivables | (128,000) | |
Prepaid expenses and other current assets | 104,000 | (60,000) |
Increase (decrease) in liabilities: | ||
Accounts payable | 293,000 | 424,000 |
Accrued expenses | 167,000 | 57,000 |
Net cash used by operating activities | (2,851,000) | (2,242,000) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (18,000) | (276,000) |
Purchase of investment | (65,000) | |
Note receivable investment, net | 3,000 | (8,000) |
Net cash used by investing activities | (15,000) | (349,000) |
Cash flows from financing activities: | ||
Borrowings from note payable, related party | 2,865,000 | 2,547,000 |
Net cash provided by financing activities | 2,865,000 | 2,547,000 |
Net decrease in cash | (1,000) | (44,000) |
Cash and cash equivalents at beginning of year | 2,000 | 46,000 |
Cash and cash equivalents at end of year | $ 1,000 | $ 2,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 70,000 | $ 38,113,000 | $ (1,574,000) | $ 3,315,000 | $ 39,924,000 | |
Balance, shares at Dec. 31, 2021 | 70,496,041 | |||||
Net loss | (7,051,000) | (204,000) | (7,255,000) | |||
Ending balance, value at Dec. 31, 2022 | $ 70,000 | 38,113,000 | (8,625,000) | 3,111,000 | 32,669,000 | |
Balance, shares at Dec. 31, 2022 | 70,496,041 | |||||
Net loss | (4,336,000) | (71,000) | (4,407,000) | |||
Conversion of common stock to preferred stock | $ (60,000) | $ 60,000 | ||||
Conversion of common stock to preferred stock, shares | (60,496,041) | 60,496,041 | ||||
Ending balance, value at Dec. 31, 2023 | $ 10,000 | $ 60,000 | $ 38,113,000 | $ (12,961,000) | $ 3,040,000 | $ 28,262,000 |
Balance, shares at Dec. 31, 2023 | 10,000,041 | 60,496,041 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Impact BioMedical, Inc. (the “Company”, “Impact BioMedical”, “We”), incorporated in the State of Nevada on October 16, 2018, through the utilization of its intellectual property rights, or through investment in, or through acquisition of companies in the biohealth and biomedical fields, focuses on the advancement of drug discovery and prevention, inhibition, and treatment of neurological, oncological, and immune related diseases. The Company is also developing open-air defense initiatives, which curb transmission of air-borne infectious diseases, such as tuberculosis and influenza. Global BioLife, Inc. (“Global BioLife”), one of the Company’s subsidiaries and the main operating company of the group, focuses on research in four main areas: (i) the “Linebacker” project, which aims to develop a universal therapeutic drug platform; (ii) a new sugar substitute called “Laetose,”; (iii) a multi-use fragrance called “3F” (Functional Fragrance Formulation); and (iv) Equivir/Nemovir, a blend of natural polyphenols designed as an antimicrobial medication. Linebacker Unlike the traditional approach to treat individual diseases with specific drugs, the Linebacker platform seeks to offer a breakthrough therapeutic option for multiple diseases. Linebacker is designed to work by inhibiting a cascade of inflammatory responses responsible for many diseases. Its design is in direct contrast to the traditional approach of targeting individual diseases with specific drugs. Laetose We have also developed a low-calorie, low glycemic level, natural modified sugar through Global BioLife. The product, “Laetose,” is designed to possess low glycemic properties and mitigate inflammation. The Company is presently seeking to license Laetose. Global BioLife established a joint venture, Sweet Sense, Inc. (“Sweet Sense”), with Quality Ingredients, LLC for the development, manufacture, and global distribution of the new sugar substitute. Functional Fragrance Formulation (“3F”) Global BioLife has established a collaboration with U.S.-based Chemia Corporation (“Chemia”) to develop specialized fragrances to counter mosquito-borne diseases such as Zika and Dengue, among other medical applications. The 3F mosquito fragrance product is made from specialized oils sourced from botanicals that mosquitos avoid. Global BioLife is seeking to commercialize this product. Together with Chemia, we are attempting to license 3F. Any potential profits from the 3F project will be split between Global BioLife and Chemia pursuant to the terms of the 20- year Royalty Agreement. Equivir Equivir, is a polyphenol compound that is believed to be successful in antiviral infection treatments. Equivir is a patented medication, which has broad antiviral efficacy against multiple types of infectious disease. As of the date of this report, we have not generated significant revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including possible delays in our research, testing and marketing efforts or wider economic downturns. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation – The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stock and controls operations. All intercompany transactions and balances among consolidated subsidiaries have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. The consolidated financial statements include all accounts of the entities as of the reporting period ending dates and for the reporting periods as follows: Schedule of Condensed Financial Statements Name of consolidated State or other Date of incorporation Attributable Attributable Global BioMedical, Inc. Nevada April 18, 2017 90.9 % 90.9 % Global BioLife, Inc. Nevada April 14, 2017 81.8 % 81.8 % BioLife Sugar, Inc Nevada April 23, 2018 90.9 % 90.9 % Happy Sugar Inc Nevada August 17, 2018 81.8 % 81.8 % Sweet Sense Inc. Nevada April 30, 2018 95.5 % 95.5 % Global Sugar Solutions Inc. Nevada November 7, 2019 100 % 100 % As of December 31, 2023, and December 31, 2022, the aggregate noncontrolling interest was equity of $ 3,040,000 and $ 3,111,000 respectively, which are separately disclosed on the Consolidated Balance Sheets. Use of Estimates – The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the balance sheets and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Earnings (Loss) per Share - Fair Value of Financial Instruments – 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. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes 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. The carrying amounts reported in the balance sheet of cash, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do reflect recent market conditions. The Company’s investments are recorded at cost as the fair value of these investment in is not readily available. The fair value of notes payable approximates its carrying value as the stated interest rate reflects recent market conditions. Notes receivable, unearned interest, and related recognition – The Company records all future payments of principal and interest on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports the net investment in the notes receivable on the consolidated balance sheet as current or long-term based on the maturity date of the underlying notes. Such net investment is comprised of the amount advanced on the loans, adjusting for net deferred loan fees or costs incurred at origination, amounts allocated to warrants received upon origination, and any payments received in advance, if applicable. The unearned interest is recognized over the term of the notes and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. Net deferred loan fees or costs, together with discounts recognized in connection with warrants acquired at origination, are accreted as an adjustment to yield over the term of the loan. Recent Accounting Standards - The Financial Accounting Standards Board (FASB) issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. There are several new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of December 31, 2023, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company. On January 1, 2022, the Company adopted amended accounting guidance “ ASU No.2016-13 – Credit Losses” Investments – Investments in equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at fair value with unrealized gains and losses included in earnings. For equity securities without a readily determinable fair value, the investment is recorded at cost, less any impairment, plus or minus adjustments related to observable transactions for the same or similar securities, with unrealized gains and losses included in earnings. For equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary, the investment is written down to fair value. (See Note 5 for further discussion on investments) Property, Plant and Equipment – Property, plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives or lease period of the assets whichever is shorter. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Any gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. Research and Development - Research and development costs are expensed as incurred. Total research and development costs were $ 1,147,000 for the year-ended December 31, 2023, and $ 1,226,000 for year-ended December 31, 2022 Goodwill – Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is subject to impairment testing at least annually and will be tested for impairment between annual tests, which takes place during the fourth quarter, if an event occurs or circumstances change that would indicate the carrying amount may be impaired. FASB ASC Topic 350 provides an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, and overall financial performance of the business. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test. If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a one-step approach is applied in making an evaluation. The evaluation utilizes an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. The Company believes the estimates and assumptions used in our impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates. Cash flow projections are derived from one-year budgeted amounts plus an estimate of later period cash flows, all of which are determined by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit. No impairment was recognized during the year-ended December 31, 2023 or year ended December 31, 2022. (Note 7) Intangible Assets - The estimated fair values of acquired intangibles are generally determined based upon future economic benefits such as earnings and cash flows. Acquired identifiable intangible assets are recorded at fair value and are amortized over their estimated useful lives. Acquired intangible assets with an indefinite life are not amortized but are reviewed for impairment at least annually as of December 31 st No impairment was recognized as of year-ended December 31, 2023 or the year ended December 31, 2022. (Note 8). Recoverability of Long-Lived Assets We evaluate long-lived assets such as property, equipment and definite lived intangible assets, such as patents, for impairment whenever events or circumstances indicate that the carrying value of the assets recognized in our financial statements may not be recoverable. Factors that we consider include whether there has been a significant decrease in the market value of an asset, a significant change in the way an asset is being utilized, or a significant change, delay or departure in our strategy for that asset, or a significant change in the macroeconomic environment, such as the impact of the COVID-19 pandemic. Our assessment of the recoverability of long-lived assets involves significant judgment and estimation. These assessments reflect our assumptions, which, we believe, are consistent with the assumptions hypothetical marketplace participants use. Factors that we must estimate when performing recoverability and impairment tests include, among others, forecasted revenue, margin costs and the economic life of the asset. If impairment is indicated, we determine if the total estimated future cash flows on an undiscounted basis are less than the carrying amounts of the asset or assets. If so, an impairment loss is measured and recognized. Our impairment loss calculations require that we apply judgment in identifying asset groups, estimating future cash flows, determining asset fair values, and estimating asset’s useful lives. The Company reviews identifiable amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. Based on the uncertainty of forecasts inherent with a new product, events such as the failure to generate forecasted revenue from new products could result in a non-cash impairment in future periods. Revenue - The Company has adopted ASC Topic 606 Revenue from Contracts with Customers (“Topic 606”). The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. Provision for Credit Losses - On January 1, 2022, the Company adopted amended accounting guidance “ ASU No.2016-13 – Credit Losses” Continuing Operations and Going Concern - The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial statements the Company has incurred operating losses as well as negative cash flows from operating and investing activities over the past two years. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. These consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should we be unable to continue as a going concern. To continue as a going concern, the Company has entered into an updated revolving promissory note which extended the maturity through September 30, 2030, and DSS, Inc. (“DSS”), the majority shareholder of the Company, intends to continue to fund the operations of the Company through a year from the date these financial statements were available to be issued. The Company’s management intends to take actions necessary to continue as a going concern. Management’s plans concerning these matters include, among other things, monetization of its intellectual properties, and tightly controlling operating costs. The Company has increased its efforts to raise additional capital through an initial public offering. The Company has engaged an underwriter and has been approved by the NYSE American for listing on its exchange. However, the Company cannot be certain that such capital (from its stockholders or third parties) will be available to the Company or whether such capital will be available on terms that are acceptable to the Company. Reclassifications – Certain amounts on the accompanying consolidated statement of operations for the year ended December 31, 2022, have been reclassified to conform to current period presentation. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Notes Receivable | 3. Notes Receivable On February 19, 2021, Impact BioMedical, Inc, entered into a promissory note with an individual. The Company loaned the principal sum of $ 206,000 with interest at a rate of 6.5 and maturity date of August 19, 2022 later amended to February 19, 2024. Monthly payments are due on the twenty-first day of each month and continuing each month thereafter until February 19, 2024. This note is secured by certain real property situated in Collier County, Florida. The outstanding principal and interest as of December 31, 2023, approximately $ 203,000 and is classified in current notes receivable on the accompanying consolidated balance sheets. The outstanding principal and interest as of December 31, 2022 is approximately $ 206,000 with $ 16,000 classified in Current portion of notes receivable and $ 190,000 classified as Notes receivable on the accompanying consolidated balance sheets. |
Prepaid Expenses and other curr
Prepaid Expenses and other current assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and other current assets | 4. Prepaid Expenses and other current assets There were no prepaid expenses for year-ended December 31, 2023. Prepaid expenses at December 31, 2022 of $ 104,000 including research and development costs to GRDG, a related party approximating $ 43,000 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Investments | 5. Investments On December 19, 2020, Impact BioMedical, entered into a subscription agreement (the “Subscription Agreement”) with BioMed Technologies Asia Pacific Holdings Limited (“BioMed”), a limited liability company incorporated in the British Virgin Islands, pursuant to which the Company agreed to purchase 525 ordinary shares or 4.99% of BioMed at a purchase price of approximately $ 632,000 The Subscription Agreement provides, among other things, the Company has the right to appoint a new director to the board of BioMed. With respect to an issuance of shares to a third party by BioMed, the Company will have the right of first refusal to purchase such shares, as well as customary tag-along rights. In connection with the Subscription Agreement, Impact Biomedical entered into an exclusive distribution agreement (the “Distribution Agreement”) with BioMed, to directly market, advertise, promote, distribute, and sell certain BioMed products, which focus on manufacturing natural probiotics, to resellers. This investment is valued at cost, as it does not have a readily determined fair value. This asset and associated Note payable, related party were transferred in June 2022 to DSS BioHealth, Inc, which is a related party. Effective January 1, 2021, the Company entered into a securities purchase agreement (“SPA”) with Nano9, LLC. (“Nano9”), a Utah limited partnership. For the consideration of $ 150,000 the Company obtained 1,000 membership units, or approximately 10% equitable ownership of Nano9. Nano9 is a scientifically driven company, specializing in the development and production of leading nano-sized health & wellness products utilizing their proprietary nano technology. This asset and associated Note payable, related party were transferred June 2022 to DSS BioHealth, Inc, which is a related party. On March 15, 2021, the Company, through one of its subsidiaries, entered into a Stock Purchase Agreement (the “Vivacitas Agreement #1”) with Vivacitas Oncology Inc. (“Vivacitas”), to purchase 500,000 shares of its common stock at the per share price of $ 1.00, with an option to purchase 1,500,000 additional shares at the per share price of $ 1.00. This option will terminate upon one of the following events: (i) Vivacitas’ board of directors cancels this option because it is no longer in the best interest of the Company; (ii) December 31, 2022; or (iii) the date on which Vivacitas receives more than $1.00 per share of the Company’s common stock in a private placement with gross proceeds of $ 500,000 . Under the terms of the Vivacitas Agreement #1, the Company will be allocated two seats on the board of Vivacitas. On March 18, 2021, the Company entered into an agreement with Alset EHome International, Inc. (“Seller”) to purchase from the Seller’s wholly owned subsidiary Impact Oncology PTE Ltd. (“IOPL”) for a purchase price of $ 2,480,000 . The acquisition of IOPL has been treated as an asset acquisition as IOPL does not meet the definition of a business as defined in Topic 805. IOPL owns 2,480,000 shares of common stock of Vivacitas along with the option to purchase an additional 250,000 shares of common stock. The Sellers largest shareholder is Mr. Chan Heng Fai Ambrose, the Chairman of the Company’s board of directors and its largest shareholder. On April 1, 2021, the Company entered into an additional stock purchase agreement with Vivacitas (“Vivacitas Agreement #2”), whereas Vivacitas wished to employ the service of the Chief Business Officer of Impact Biomedical, and in return for the services of this individual, Vivacitas shall issue to the Company, the aggregate purchase price for the Class A Common Shares of Vivacitas at the value of $ 1.00 per share shall be $ 120,000 to be paid in twelve (12) equal monthly installments for the period between April 1, 2021 and March 31, 2022. On July 22, 2021, the Company exercised 1,000,000 of the available options under the Vivacitas Agreement #1 for $ 1,000,000 . This, along with the shares received as part Vivacitas Agreement #2 increased the Company’s equity position in Vivacitas to approximately 16 % as of December 31, 2022. As of December 31, 2022, the Company determined to impair 100 % of its investment in Vivacitas, in the amount of $ 4,100,000 . |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | 6. Property, Plant and Equipment, Net Property, plant and equipment consisted of the following as of: Schedule of Property plant and Equipment Estimated December 31, December 31, Useful Life 2023 2022 Machinery and equipment 5 - 10 years $ 30,000 $ 25,000 Construction in progress 263,000 251,000 Total Cost 293,000 276,000 Less accumulated depreciation 6,000 - Property, plant and equipment, net $ 287,000 $ 276,000 Depreciation expense for the years-ended December 31, 2023 and 2022 were approximately $ 6,000 and $ 0 , respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 7. Goodwill Goodwill balances and activity for the year-ended December 31, 2023 and year ended December 31, 2022 consisted of the following: Schedule of Goodwill Balance at December 31, 2022 $ 25,093,000 Goodwill adjustment - Balance at December 31, 2023 $ 25,093,000 During 2023 and 2022, management performed annual goodwill impairment testing. No goodwill impairment was identified as a result of these tests. As of September 30, 2023, a quantitative analysis was prepared utilizing the Market Approach and Income Approach valuing the Company. The guideline public company Market Approach produced a mean business enterprise value indication using estimated 2026 results of $ 49.8 million. The Income Approach was based upon the use of a discounted pro forma cash flow model and produced a business enterprise value indication of $ 44.9 million. A weighting of 30 % to the weighted value indicated was applied under the Market Approach, and a weighting of 70 % to the value indicated under the Income Approach. A lower weighting was applied to the Market Approach due to the fact of using forecasted earnings of the Company. Based upon the above weightings, an initial value of $ 46.4 million for Impact was calculated. Adding cash of $ 201,000 to the initial business enterprise value produced a concluded business enterprise value of $ 46.6 million (rounded) for Impact. Subtracting interest-bearing debt of $ 11.9 million, results in a Fair Value for the common equity of Impact of $ 34.7 million. As of September 30, 2023, the indicated equity value exceeded the carrying amount by approximately $ 5.1 million or 14.7% . |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets The definite-lived intangible assets, to be amortized over 20 years, balances, and activity for the year-ended December 31, 2023 and year-ended December 31, 2022 consisted of the following: Schedule of Intangible Assets 12/31/2023 12/31/2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definitive-lived: Developed technology $ 22,260,000 $ (3,339,000 ) $ 18,921,000 $ 22,260,000 $ (2,226,000 ) $ 20,034,000 Total $ 22,260,000 $ (3,339,000 ) $ 18,921,000 $ 22,260,000 $ (2,226,000 ) $ 20,034,000 The following table represents future amortization of developed technologies for the years ending December 31: Schedule of Future Amortization of Developed Technologies 2024 $ 1,113,000 2025 $ 1,113,000 2026 $ 1,113,000 2027 $ 1,113,000 2028 $ 1,113,000 Thereafter $ 13,356,000 |
SHORT TERM DEBT
SHORT TERM DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SHORT TERM DEBT | 9. SHORT TERM DEBT On December 31, 2020, and later amended, the Company executed a Revolving Promissory Note (“Note”) with DSS, a related party, which accrues interest at a rate of 4.25 % and is due in full at the maturity date of September 30, 2030 . The revolving nature of this Note permits principal amounts borrowed to be repaid and reborrowed. In the case of default, at DSS’s option, (i) eighteen percent (18%) per annum, or (ii) such lesser rate of interest as Lender in its sole discretion may choose to charge; but never more than the Maximum Lawful Rate. In January 2024, this Note was amended to extend the maturity date to September 30, 2030 with interest calculated at the Wall Street Journal prime rate plus 0.50 %. The payment of principal and interest is on demand. If no demand is made, interest is to be paid monthly beginning on February 29, 2024 through January 31, 2026. Principal and interest in an amount approximating $ 126,000 is to be paid monthly thereafter until the Note matures. As of December 31, 2023 and December 31, 2022, the outstanding balance, inclusive of interest was $ 12,074,000 and $ 9,991,000 , respectively. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 10. STOCKHOLDERS’ EQUITY On May 10, 2023, the Company, the Company’s Board of Directors approved an amendment to the Articles of Incorporation of the Company to increase the total number of shares of Common Stock to 4,000,000,000 shares with a par value of $ 0.001 . Each share of Common Stock when issued, shall have one (1) vote on all matters presented to the stockholders. Our Amended and Restated Articles of Incorporation also authorized 100,000,000 shares of preferred stock, par value $ 0.001 per share. On May 11, 2023, the Company effected a forward split. As a result, there were 3,877,282,251 shares of our Common Stock and no shares of preferred stock issued and outstanding. Prior to the split, there were 125,073,621 shares of our Common Stock and no shares of preferred stock issued and outstanding. As of December 31,2023, and December 31, 2022, there were 3,877,282,251 shares of our Common Stock and no shares of preferred stock issued and outstanding. On August 8, 2023 DSS, the Company’s largest shareholder, distributed to its shareholders of record on July 10, 2023 4 shares of Impact Bio’s stock for 1 share they owned. Each share of Impact BioMedical distributed as part of the distribution will not be eligible for resale until 180 days from the date Impact BioMedical’s initial public offering becomes effective under the Securities Act, subject to the discretion of the Company to lift the restriction sooner. On October 31, 2023, the Company effected a reverse stock split of 1 for 55 . As of December 31, 2023 and December 31, 2022, there were 3,877,282,251 shares of our Common Stock issued and outstanding which was converted to 70,496,041 shares. Also on October 31, 2023, DSS BioHealth Securities, Inc., the Company’s largest shareholder converted 60,496,041 shares of Common Stock into 60,496,041 shares of Series A Convertible Preferred Shares, reducing its ownership of the Company’s Common Stock from approximately 88% to approximately 12% . Equity Incentive Plan 10,574,000 shares of common stock authorized to be issued for grants of options, restricted stock and other forms of equity to employees, directors and consultants. In addition, on the first day of each calendar year, for a period of not more than ten (10) years, commencing January 1, 2025, or the first business day of the calendar year if the first day of the calendar year falls on a Saturday or Sunday, the shares available under this plan will automatically increase in an amount equal to the lesser of (i) two percent (2%) of the total number of shares of Common Stock outstanding as of December 31 of the preceding fiscal year or (ii) such number of shares of Common Stock as determined by the Board of Directors. Under the terms of the 2023 Plan, options granted thereunder may be designated as options which qualify for incentive stock option treatment (“ISOs”) under Section 422A of the Internal Revenue Code, or options which do not qualify (“NQSOs”). As of December 31, 2023, there are 10,574,000 shares available under this plan. Stock-Based Compensation – |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred tax assets are reduced, if deemed necessary, by a valuation allowance for the amount of tax benefits which are not expected to be realized. The components of income tax benefit for the years ended December 31, 2023, and 2022 are as follows: Schedule of Components of Income Tax Benefit Income Tax Expense (Benefit) Year Ended December 31, 2023 Year Ended December 31, 2022 Current tax payable Federal $ - $ - State - - Total current tax payable - - Deferred tax Federal (920,000 ) (1,619,000 ) State (94,000 ) (165,000 ) Total deferred tax $ (1,014,000 ) $ (1,784,000 ) Less increase in valuation allowance 1,014,000 1,163,000 Total income tax benefit $ - $ (621,000 ) Individual components of deferred tax assets and liabilities are approximately as follows: Schedule of Deferred Tax Assets and Liabilities Deferred Tax Assets & Liabilities: Deferred Tax assets: Impairment of investment $ 929,000 $ 929,000 Research & development cost 538,000 250,000 Net Operating loss 2,087,000 1,611,000 Gross deferred tax assets 3,554,000 2,790,000 Deferred tax liability: Intangible assets (4,164,000 ) (4,414,000 ) Gross deferred tax liability (4,164,000 ) (4,414,000 ) Less valuation allowance (2,625,000 ) (1,611,000 ) Net deferred tax liability $ (3,235,000 ) $ (3,235,000 ) Schedule of Effective Income Tax Rate Reconciliation 2023 2022 Statutory United States federal rate 21.0 % 21.0 % State income taxes net of federal benefit 1.7 % 1.7 % Change in valuation allowance (22.7 )% (14.8 )% Effective rate 0.0 % 7.9 % As of December 31, 2023, and 2022, the Company has net operating loss carry forwards of approximately $ 9,209,000 and $ 7,109,000 respectively. The Company does not have other temporary differences associated with the amortization of intangible assets. As of December 31, 2023, and 2022, the total deferred tax assets carry-forward were $ 3,554,000 and $ 2,790,000 , respectively. The deferred tax assets could be carried forward indefinitely. The full utilization of the deferred tax assets in the future is dependent upon the Company’s ability to generate taxable income. Considering the development stage of the Company, management believed that it was probable that the Company would not use tax assets in the near future. Accordingly, a valuation allowance of an equal amount has been established. During the years ended December 31, 2023 and December 31, 2022, the valuation allowance increased by $ 1,014,000 and decreased by $ 1,163,000 , respectively. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the years ended December 31, 2023 and 2022 the Company recognized no interest and penalties. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES On August 15, 2018, the Company entered into Royalty Agreement with Chemia Corporation (“Chemia”) pursuant to which Chemia transferred to the Company all of its right to 3F (Functional Fragrance Formulation). This agreement has a 20-year term and auto renews for a period of 1 year unless mutually agreed upon by both parties. 3F consists of 3F Mosquito Repellant and 3F Anti-Viral formulations. Based on the Royalty Agreement, the Company should cover all the costs to prepare and finalize necessary patent application and other intellectual property related to 3F. Chemia agreed to support the Company in efforts leading to development of 3F intellectual property and it is licensing. Based on Royalty Agreement any payments received from development, sales, licensing or transfer of 3F technology will be paid 50 % to the Company and 50 % to Chemia. On November 27, 2018, Company and Chemia signed an Addendum to Royalty Agreement (“Addendum”), according to which the Company granted Chemia a royalty-based limited license for purposes of making and selling fragrances embodying the 3F technology. Based on the Addendum, Chemia should pay the Company 5 % of net sales in royalty. On November 8, 2019, both companies entered into Amendment no.1 to Royalty Agreement, based on which certain expenses borne by the Company towards patent application and licensing should be reimbursed to the Company before any royalty payments are made. For the years-ended December 31, 2023 and 2022, there were no reimbursements or royalties paid to the Company and the Company cannot be assured that Chemia’s efforts will end up in any future sales of the technology. On February 15, 2022, the Company and its subsidiaries, Global BioLife, Inc. (“Global”), and Impact BioLife Sciences, Inc. (“BioLife Sciences”), and GRDG entered into a Licensing Proceeds Distribution Agreement (“GRDG Agreement”), whereas GRDG would transfer its 20 % equity position in both Global and BioLife Sciences to the Company in exchange for 20 % interest in Global and/or BioLife Science revenue received from the exclusive or non-exclusive licensing of and/or the sale of Global Intellectual Property to a Third Party, net of specific costs. As of the date of this report, no contingent liability has been recognized under the GRDG Agreement. On March 19, 2022, Impact BioMedical entered into a License Agreement (“Equivir License”) with a third-party (“Licensee”) where the Licensor is granted the right, amongst other things, to develop, commercialize, and sell the Company’s Equivir technology. In exchange, the Licensee shall pay the Company a royalty of 5.5 % of net sales. Under the terms of the Equivir Agreement, the Company shall reimburse the Licensee for 50 % of the development costs provided that the development costs shall not exceed $ 1,250,000 . As of December 31, 2023 and December 31, 2022, $ 200,000 , and $ 0 , respectively, has been recorded in relation to the Equivir License as development of the Equivir technology has not begun and no reasonable amount can be estimated. Contingent Litigation Payments no t accrued any contingent legal fees pursuant to these arrangements. Contingent Payments no contingent payments due. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Research and Development Activities Based on Shareholders Agreement entered into on April 26, 2017, the Company would fund the scientific operations of GRDG, a company involved in research and development of biomedical products which is a minority stockholder of two of the Company’s subsidiaries and is owned by Daryl Thompson, a director of many subsidiaries of the Company, to do the development and research works on the biomedical products for the Company. On February 15, 2022, the Company and its subsidiaries, Global BioLife, Inc. (“Global”), and Impact BioLife Sciences, Inc. (“BioLife Sciences”), and GRDG entered into a Licensing Proceeds Distribution Agreement (“GRDG Agreement”), whereas GRDG would transfer its 20 % equity position in both Global and BioLife Sciences to the Company in exchange for 20 % interest in Global and/or BioLife Science revenue received from the exclusive or non-exclusive licensing of and/or the sale of Global Intellectual Property to a Third Party, net of specific costs. As of the date of this report, no contingent liability has been recognized under the GRDG Agreement. As of December 31, 2023 and 2022, this funding approximates $ 25,000 and $ 43,000 , respectively, per month. As of December 31, 2023 and 2022, the Company incurred approximately $ 447,000 and $ 546,000 , respectively, in expenses. General and Administrative Costs There are certain general and administrative costs incurred by DSS, a related party, on behalf of the Company which are passed through to the Company on a monthly basis. These costs consist of primarily payroll costs for certain DSS employees and are allocated based on estimated time spent on behalf of the Company. These costs are approximately $ 12,000 per month. As of December 31, 2023, the Company incurred $ 144,000 in related expenses. As of December 31, 2022, the Company incurred approximately $ 98,000 in related expenses. Sharing Services Global Corp (“SHRG”) During 2023, the Company, via a distribution agreement, sold approximately $ 94,000 of healthcare products to SHRG, a related party. It was determined that the amounts owed by SHRG were uncollectible and were subsequently written off and is included in Other general expenses. Mr. Heng Fai Ambrose Chan, chairman of the board of directors of Impact BioMedical is also the chairman of the board of SHRG. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS The Company has evaluated all subsequent events and transactions through February 20, 2024, the date that the consolidated financial statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure other than what was identified in Note 9. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation – The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stock and controls operations. All intercompany transactions and balances among consolidated subsidiaries have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. The consolidated financial statements include all accounts of the entities as of the reporting period ending dates and for the reporting periods as follows: Schedule of Condensed Financial Statements Name of consolidated State or other Date of incorporation Attributable Attributable Global BioMedical, Inc. Nevada April 18, 2017 90.9 % 90.9 % Global BioLife, Inc. Nevada April 14, 2017 81.8 % 81.8 % BioLife Sugar, Inc Nevada April 23, 2018 90.9 % 90.9 % Happy Sugar Inc Nevada August 17, 2018 81.8 % 81.8 % Sweet Sense Inc. Nevada April 30, 2018 95.5 % 95.5 % Global Sugar Solutions Inc. Nevada November 7, 2019 100 % 100 % As of December 31, 2023, and December 31, 2022, the aggregate noncontrolling interest was equity of $ 3,040,000 and $ 3,111,000 respectively, which are separately disclosed on the Consolidated Balance Sheets. |
Use of Estimates | Use of Estimates – The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the balance sheets and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. |
Earnings (Loss) per Share | Earnings (Loss) per Share - |
Fair Value of Financial Instruments | Fair Value of Financial Instruments – 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. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes 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. The carrying amounts reported in the balance sheet of cash, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do reflect recent market conditions. The Company’s investments are recorded at cost as the fair value of these investment in is not readily available. The fair value of notes payable approximates its carrying value as the stated interest rate reflects recent market conditions. |
Notes receivable, unearned interest, and related recognition | Notes receivable, unearned interest, and related recognition – The Company records all future payments of principal and interest on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports the net investment in the notes receivable on the consolidated balance sheet as current or long-term based on the maturity date of the underlying notes. Such net investment is comprised of the amount advanced on the loans, adjusting for net deferred loan fees or costs incurred at origination, amounts allocated to warrants received upon origination, and any payments received in advance, if applicable. The unearned interest is recognized over the term of the notes and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. Net deferred loan fees or costs, together with discounts recognized in connection with warrants acquired at origination, are accreted as an adjustment to yield over the term of the loan. |
Recent Accounting Standards | Recent Accounting Standards - The Financial Accounting Standards Board (FASB) issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. There are several new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of December 31, 2023, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company. On January 1, 2022, the Company adopted amended accounting guidance “ ASU No.2016-13 – Credit Losses” |
Investments | Investments – Investments in equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at fair value with unrealized gains and losses included in earnings. For equity securities without a readily determinable fair value, the investment is recorded at cost, less any impairment, plus or minus adjustments related to observable transactions for the same or similar securities, with unrealized gains and losses included in earnings. For equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary, the investment is written down to fair value. (See Note 5 for further discussion on investments) |
Property, Plant and Equipment | Property, Plant and Equipment – Property, plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives or lease period of the assets whichever is shorter. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Any gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. |
Research and Development | Research and Development - Research and development costs are expensed as incurred. Total research and development costs were $ 1,147,000 for the year-ended December 31, 2023, and $ 1,226,000 for year-ended December 31, 2022 |
Goodwill | Goodwill – Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is subject to impairment testing at least annually and will be tested for impairment between annual tests, which takes place during the fourth quarter, if an event occurs or circumstances change that would indicate the carrying amount may be impaired. FASB ASC Topic 350 provides an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, and overall financial performance of the business. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test. If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a one-step approach is applied in making an evaluation. The evaluation utilizes an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. The Company believes the estimates and assumptions used in our impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates. Cash flow projections are derived from one-year budgeted amounts plus an estimate of later period cash flows, all of which are determined by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit. No impairment was recognized during the year-ended December 31, 2023 or year ended December 31, 2022. (Note 7) |
Intangible Assets | Intangible Assets - The estimated fair values of acquired intangibles are generally determined based upon future economic benefits such as earnings and cash flows. Acquired identifiable intangible assets are recorded at fair value and are amortized over their estimated useful lives. Acquired intangible assets with an indefinite life are not amortized but are reviewed for impairment at least annually as of December 31 st No impairment was recognized as of year-ended December 31, 2023 or the year ended December 31, 2022. (Note 8). Recoverability of Long-Lived Assets We evaluate long-lived assets such as property, equipment and definite lived intangible assets, such as patents, for impairment whenever events or circumstances indicate that the carrying value of the assets recognized in our financial statements may not be recoverable. Factors that we consider include whether there has been a significant decrease in the market value of an asset, a significant change in the way an asset is being utilized, or a significant change, delay or departure in our strategy for that asset, or a significant change in the macroeconomic environment, such as the impact of the COVID-19 pandemic. Our assessment of the recoverability of long-lived assets involves significant judgment and estimation. These assessments reflect our assumptions, which, we believe, are consistent with the assumptions hypothetical marketplace participants use. Factors that we must estimate when performing recoverability and impairment tests include, among others, forecasted revenue, margin costs and the economic life of the asset. If impairment is indicated, we determine if the total estimated future cash flows on an undiscounted basis are less than the carrying amounts of the asset or assets. If so, an impairment loss is measured and recognized. Our impairment loss calculations require that we apply judgment in identifying asset groups, estimating future cash flows, determining asset fair values, and estimating asset’s useful lives. The Company reviews identifiable amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. Based on the uncertainty of forecasts inherent with a new product, events such as the failure to generate forecasted revenue from new products could result in a non-cash impairment in future periods. |
Revenue | Revenue - The Company has adopted ASC Topic 606 Revenue from Contracts with Customers (“Topic 606”). The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. |
Provision for Credit Losses | Provision for Credit Losses - On January 1, 2022, the Company adopted amended accounting guidance “ ASU No.2016-13 – Credit Losses” |
Continuing Operations and Going Concern | Continuing Operations and Going Concern - The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial statements the Company has incurred operating losses as well as negative cash flows from operating and investing activities over the past two years. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. These consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should we be unable to continue as a going concern. To continue as a going concern, the Company has entered into an updated revolving promissory note which extended the maturity through September 30, 2030, and DSS, Inc. (“DSS”), the majority shareholder of the Company, intends to continue to fund the operations of the Company through a year from the date these financial statements were available to be issued. The Company’s management intends to take actions necessary to continue as a going concern. Management’s plans concerning these matters include, among other things, monetization of its intellectual properties, and tightly controlling operating costs. The Company has increased its efforts to raise additional capital through an initial public offering. The Company has engaged an underwriter and has been approved by the NYSE American for listing on its exchange. However, the Company cannot be certain that such capital (from its stockholders or third parties) will be available to the Company or whether such capital will be available on terms that are acceptable to the Company. |
Reclassifications | Reclassifications – Certain amounts on the accompanying consolidated statement of operations for the year ended December 31, 2022, have been reclassified to conform to current period presentation. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Condensed Financial Statements | The consolidated financial statements include all accounts of the entities as of the reporting period ending dates and for the reporting periods as follows: Schedule of Condensed Financial Statements Name of consolidated State or other Date of incorporation Attributable Attributable Global BioMedical, Inc. Nevada April 18, 2017 90.9 % 90.9 % Global BioLife, Inc. Nevada April 14, 2017 81.8 % 81.8 % BioLife Sugar, Inc Nevada April 23, 2018 90.9 % 90.9 % Happy Sugar Inc Nevada August 17, 2018 81.8 % 81.8 % Sweet Sense Inc. Nevada April 30, 2018 95.5 % 95.5 % Global Sugar Solutions Inc. Nevada November 7, 2019 100 % 100 % |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property plant and Equipment | Property, plant and equipment consisted of the following as of: Schedule of Property plant and Equipment Estimated December 31, December 31, Useful Life 2023 2022 Machinery and equipment 5 - 10 years $ 30,000 $ 25,000 Construction in progress 263,000 251,000 Total Cost 293,000 276,000 Less accumulated depreciation 6,000 - Property, plant and equipment, net $ 287,000 $ 276,000 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill balances and activity for the year-ended December 31, 2023 and year ended December 31, 2022 consisted of the following: Schedule of Goodwill Balance at December 31, 2022 $ 25,093,000 Goodwill adjustment - Balance at December 31, 2023 $ 25,093,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets 12/31/2023 12/31/2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definitive-lived: Developed technology $ 22,260,000 $ (3,339,000 ) $ 18,921,000 $ 22,260,000 $ (2,226,000 ) $ 20,034,000 Total $ 22,260,000 $ (3,339,000 ) $ 18,921,000 $ 22,260,000 $ (2,226,000 ) $ 20,034,000 |
Schedule of Future Amortization of Developed Technologies | The following table represents future amortization of developed technologies for the years ending December 31: Schedule of Future Amortization of Developed Technologies 2024 $ 1,113,000 2025 $ 1,113,000 2026 $ 1,113,000 2027 $ 1,113,000 2028 $ 1,113,000 Thereafter $ 13,356,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Benefit | The components of income tax benefit for the years ended December 31, 2023, and 2022 are as follows: Schedule of Components of Income Tax Benefit Income Tax Expense (Benefit) Year Ended December 31, 2023 Year Ended December 31, 2022 Current tax payable Federal $ - $ - State - - Total current tax payable - - Deferred tax Federal (920,000 ) (1,619,000 ) State (94,000 ) (165,000 ) Total deferred tax $ (1,014,000 ) $ (1,784,000 ) Less increase in valuation allowance 1,014,000 1,163,000 Total income tax benefit $ - $ (621,000 ) |
Schedule of Deferred Tax Assets and Liabilities | Individual components of deferred tax assets and liabilities are approximately as follows: Schedule of Deferred Tax Assets and Liabilities Deferred Tax Assets & Liabilities: Deferred Tax assets: Impairment of investment $ 929,000 $ 929,000 Research & development cost 538,000 250,000 Net Operating loss 2,087,000 1,611,000 Gross deferred tax assets 3,554,000 2,790,000 Deferred tax liability: Intangible assets (4,164,000 ) (4,414,000 ) Gross deferred tax liability (4,164,000 ) (4,414,000 ) Less valuation allowance (2,625,000 ) (1,611,000 ) Net deferred tax liability $ (3,235,000 ) $ (3,235,000 ) |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation 2023 2022 Statutory United States federal rate 21.0 % 21.0 % State income taxes net of federal benefit 1.7 % 1.7 % Change in valuation allowance (22.7 )% (14.8 )% Effective rate 0.0 % 7.9 % |
Schedule of Condensed Financial
Schedule of Condensed Financial Statements (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Global BioMedical Inc. [Member] | ||
State or other jurisdiction of incorporation or organization | Nevada | |
Entity Incorporation, Date of Incorporation | Apr. 18, 2017 | |
Subsidiary, Ownership Percentage, Parent | 90.90% | 90.90% |
Global BioLife Inc. [Member] | ||
State or other jurisdiction of incorporation or organization | Nevada | |
Entity Incorporation, Date of Incorporation | Apr. 14, 2017 | |
Subsidiary, Ownership Percentage, Parent | 81.80% | 81.80% |
BioLife Sugar Inc [Member] | ||
State or other jurisdiction of incorporation or organization | Nevada | |
Entity Incorporation, Date of Incorporation | Apr. 23, 2018 | |
Subsidiary, Ownership Percentage, Parent | 90.90% | 90.90% |
Happy Sugar Inc [Member] | ||
State or other jurisdiction of incorporation or organization | Nevada | |
Entity Incorporation, Date of Incorporation | Aug. 17, 2018 | |
Subsidiary, Ownership Percentage, Parent | 81.80% | 81.80% |
Sweet Sense Inc. [Member] | ||
State or other jurisdiction of incorporation or organization | Nevada | |
Entity Incorporation, Date of Incorporation | Apr. 30, 2018 | |
Subsidiary, Ownership Percentage, Parent | 95.50% | 95.50% |
Global Sugar Solutions Inc. [Member] | ||
State or other jurisdiction of incorporation or organization | Nevada | |
Entity Incorporation, Date of Incorporation | Nov. 07, 2019 | |
Subsidiary, Ownership Percentage, Parent | 100% | 100% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity, Attributable to Noncontrolling Interest | $ 3,040,000 | $ 3,111,000 |
Research and Development Expense | 1,147,000 | 1,226,000 |
Goodwill, Impairment Loss | 0 | |
Impairment of Intangible Assets, Finite-Lived | 0 | |
Subsidiaries [Member] | ||
Equity, Attributable to Noncontrolling Interest | $ 3,040,000 | $ 3,111,000 |
Sweet Sense Inc. [Member] | ||
Subsidiary, Ownership Percentage, Noncontrolling Owner | 50% |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Feb. 19, 2021 | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | |||
Financing Receivable, after Allowance for Credit Loss | $ 206,000 | $ 206,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | 50% | |
Debt Instrument, Maturity Date, Description | August 19, 2022 later amended to February 19, 2024. | ||
Financing Receivable, after Allowance for Credit Loss, Current | $ 203,000 | 16,000 | |
Financing Receivable, after Allowance for Credit Loss, Noncurrent | $ 190,000 |
Prepaid Expenses and other cu_2
Prepaid Expenses and other current assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Prepaid Expense, Current | $ 0 | $ 104,000 |
Research and Development Expense | $ 1,147,000 | 1,226,000 |
GRDG Sciences, LLC. [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Research and Development Expense | $ 43,000 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Jul. 22, 2021 | Mar. 18, 2021 | Mar. 15, 2021 | Jan. 01, 2021 | Dec. 19, 2020 | Dec. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Apr. 01, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 10,574,000 | ||||||||
Stock Purchase Agreement [Member] | Impact Oncology PTE Ltd [Member] | |||||||||
Ordinary shares to purchase | 2,480,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 250,000 | ||||||||
Business Combination, Consideration Transferred | $ 2,480,000 | ||||||||
Stock Purchase Agreement [Member] | Vivacitas Oncology Inc [Member] | |||||||||
Ordinary shares to purchase | 500,000 | ||||||||
Shares Issued, Price Per Share | $ 1 | $ 1 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 1,500,000 | ||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | This option will terminate upon one of the following events: (i) Vivacitas’ board of directors cancels this option because it is no longer in the best interest of the Company; (ii) December 31, 2022; or (iii) the date on which Vivacitas receives more than $1.00 per share of the Company’s common stock in a private placement with gross proceeds of $ | ||||||||
Proceeds from Issuance of Private Placement | $ 500,000 | ||||||||
Proceeds from Issuance of Common Stock | $ 120,000 | ||||||||
Vivacitas Agreement [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 1,000,000 | ||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 1,000,000 | ||||||||
Increasing percentage of equity investment, rate | 16% | ||||||||
Investment Owned, Net Assets, Percentage | 100% | ||||||||
Investment Owned, Cost | $ 4,100,000 | ||||||||
BioMed Technologies Asia Pacific Holdings Limited [Member] | Subscription Arrangement [Member] | |||||||||
Ordinary shares to purchase | 525 | ||||||||
Ordinary shares, percentage | 4.99% | ||||||||
Stock Issued During Period, Value, New Issues | $ 632,000 | ||||||||
Nano9, LLC. [Member] | Securities Purchase Agreement [Member] | |||||||||
Ordinary shares to purchase | 1,000 | ||||||||
Stock Issued During Period, Value, New Issues | $ 150,000 | ||||||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 10% |
Schedule of Property plant and
Schedule of Property plant and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total Cost | $ 293,000 | $ 276,000 |
Less accumulated depreciation | 6,000 | |
Property, plant and equipment, net | 287,000 | 276,000 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Cost | $ 30,000 | 25,000 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Cost | $ 263,000 | $ 251,000 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 6,000 | $ 0 |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at December 31, 2022 | $ 25,093,000 |
Goodwill adjustment | |
Balance at December 31, 2023 | $ 25,093,000 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 22,260,000 | $ 22,260,000 |
Accumulated amortization | (3,339,000) | (2,226,000) |
Net carrying amount | 18,921,000 | 20,034,000 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 22,260,000 | 22,260,000 |
Accumulated amortization | (3,339,000) | (2,226,000) |
Net carrying amount | $ 18,921,000 | $ 20,034,000 |
Schedule of Future Amortization
Schedule of Future Amortization of Developed Technologies (Details) | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 1,113,000 |
2025 | 1,113,000 |
2026 | 1,113,000 |
2027 | 1,113,000 |
Thereafter | $ 13,356,000 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Credit Derivatives [Line Items] | |||
Goodwill | $ 25,093,000 | $ 46,400,000 | $ 25,093,000 |
Cash | $ 201,000 | ||
Goodwill, Not Allocated, Amount | 46,600,000 | ||
Debt, Current | 11,900,000 | ||
Long-Term Debt, Fair Value | 34,700,000 | ||
Reporting Unit, Amount of Fair Value in Excess of Carrying Amount | $ 5,100,000 | ||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 14.70% | ||
Valuation, Market Approach [Member] | |||
Credit Derivatives [Line Items] | |||
Goodwill | $ 49,800,000 | ||
Weighted good will market approach, percentage | 30% | ||
Valuation, Income Approach [Member] | |||
Credit Derivatives [Line Items] | |||
Goodwill | $ 44,900,000 | ||
Weighted goodwill income approach, percentage | 70% |
SHORT TERM DEBT (Details Narrat
SHORT TERM DEBT (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 19, 2021 | |
Short-Term Debt [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 50% | 6.50% | ||
Debt Instrument, Maturity Date | Sep. 30, 2030 | |||
Revolving Promissory Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | |||
Debt Instrument, Maturity Date | Sep. 30, 2030 | |||
Debt Instrument, Debt Default, Description of Notice of Default | In the case of default, at DSS’s option, (i) eighteen percent (18%) per annum, or (ii) such lesser rate of interest as Lender in its sole discretion may choose to charge; but never more than the Maximum Lawful Rate. | |||
Debt Instrument, Periodic Payment | $ 126,000 | |||
Debt Instrument, Face Amount | $ 12,074,000 | $ 9,991,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | 12 Months Ended | ||||
Oct. 31, 2023 | May 10, 2023 | Dec. 31, 2023 | May 11, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common Stock, Shares Authorized | 4,000,000,000 | 4,000,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Common Stock, Shares, Outstanding | 125,073,621 | 10,000,000 | 3,877,282,251 | 70,496,041 | |
Preferred Stock, Shares Outstanding | 60,496,041 | 0 | 0 | ||
Stockholders' Equity, Reverse Stock Split | 1 for 55 | ||||
Preferred Stock, Convertible, Shares Issuable | 60,496,041 | ||||
Common Stock, Conversion Basis | Series A Convertible Preferred Shares, reducing its ownership of the Company’s Common Stock from approximately 88% to approximately 12% | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 10,574,000 | ||||
Series A Preferred Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Preferred Stock, Convertible, Shares Issuable | 60,496,041 | ||||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common Stock, Shares, Outstanding | 3,877,282,251 | ||||
Conversion of Stock, Shares Issued | 70,496,041 | ||||
Board of Directors Chairman [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common Stock, Shares Authorized | 4,000,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Common Stock, Voting Rights | Each share of Common Stock when issued, shall have one (1) vote on all matters presented to the stockholders. | ||||
Preferred Stock, Shares Authorized | 100,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Board Of Directors [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common Stock, Shares, Outstanding | 3,877,282,251 | ||||
Preferred Stock, Shares Outstanding | 0 |
Schedule of Components of Incom
Schedule of Components of Income Tax Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current tax payable | ||
Federal | ||
State | ||
Total current tax payable | ||
Deferred tax | ||
Federal | (920,000) | (1,619,000) |
State | (94,000) | (165,000) |
Total deferred tax | (1,014,000) | (1,784,000) |
Less increase in valuation allowance | 1,014,000 | 1,163,000 |
Total income tax benefit | $ (621,000) |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax assets: | ||
Impairment of investment | $ 929,000 | $ 929,000 |
Research & development cost | 538,000 | 250,000 |
Net Operating loss | 2,087,000 | 1,611,000 |
Gross deferred tax assets | 3,554,000 | 2,790,000 |
Deferred tax liability: | ||
Intangible assets | (4,164,000) | (4,414,000) |
Gross deferred tax liability | (4,164,000) | (4,414,000) |
Less valuation allowance | (2,625,000) | (1,611,000) |
Net deferred tax liability | $ (3,235,000) | $ (3,235,000) |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory United States federal rate | 21% | 21% |
State income taxes net of federal benefit | 1.70% | 1.70% |
Change in valuation allowance | (22.70%) | (14.80%) |
Effective rate | 0% | 7.90% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 9,209,000 | $ 7,109,000 |
Deferred Tax Assets, Gross | 3,554,000 | 2,790,000 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 1,014,000 | 1,163,000 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |||||
Mar. 19, 2022 | Feb. 15, 2022 | Nov. 27, 2018 | Aug. 15, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | |
Reimbursement or royalty paid | $ 0 | |||||
Contingent payments due | $ 0 | |||||
Global and BioLife Sciences [Member] | ||||||
Sale of royalty, percentage | 20% | |||||
Equity Method Investment, Ownership Percentage | 20% | |||||
Royalty Agreement [Member] | ||||||
Royalty, percentage | 50% | |||||
Royalty Agreement [Member] | Chemia Corporation [Member] | ||||||
Royalty, percentage | 50% | |||||
Sale of royalty, percentage | 5% | |||||
License Agreement [Member] | ||||||
Sale of royalty, percentage | 5.50% | |||||
Development cost, percent | 50% | |||||
Costs Incurred, Development Costs | $ 1,250,000 | |||||
Development Costs, Period Cost | 200,000 | $ 0 | ||||
Contingent legal fees | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Feb. 15, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Research and Development Expense | $ 1,147,000 | $ 1,226,000 | |
GRDG Science LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Expected funding periodic, amount | 25,000 | 43,000 | |
Research and Development Expense | 447,000 | 546,000 | |
DSS Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Labor and Related Expense | 12,000 | ||
General and Administrative Expense | 144,000 | $ 98,000 | |
Sharing Services Global Corp [Member] | |||
Related Party Transaction [Line Items] | |||
Revenues | $ 94,000 | ||
Global and BioLife Sciences [Member] | |||
Related Party Transaction [Line Items] | |||
Equity Method Investment, Ownership Percentage | 20% | ||
Sale of royalty, percentage | 20% |