Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 27, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41097 | ||
Entity Registrant Name | CARDIO DIAGNOSTICS HOLDINGS, INC. | ||
Entity Central Index Key | 0001870144 | ||
Entity Tax Identification Number | 87-0925574 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 400 North Aberdeen Street | ||
Entity Address, Address Line Two | Suite 900 | ||
Entity Address, City or Town | Chicago | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60642 | ||
City Area Code | (302) | ||
Local Phone Number | 281-2147 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 64,500 | ||
Entity Common Stock, Shares Outstanding | 9,614,743 | ||
Auditor Firm ID | 273 | ||
Auditor Name | Prager Metis CPA’s LLC | ||
Auditor Location | Hackensack, New Jersey | ||
Common Stock, par value $0.00001 | |||
Title of 12(b) Security | Common Stock, par value $0.00001 | ||
Trading Symbol | CDIO | ||
Security Exchange Name | NASDAQ | ||
Redeemable warrants, each whole warrant exercisable for one half of one share of common stock | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one half of one share of common stock | ||
Trading Symbol | CDIOW | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 4,117,521 | $ 512,767 |
Deposit for acquisition | 0 | 250,000 |
Accounts receivable | 0 | 901 |
Prepaid expenses and other current assets | 1,768,366 | 39,839 |
Total current assets | 5,885,887 | 803,507 |
Long-term assets | ||
Intangible assets, net | 37,333 | 53,333 |
Deposits | 4,950 | 0 |
Patent costs | 321,308 | 245,154 |
Total assets | 6,249,478 | 1,101,994 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,098,738 | 33,885 |
Finance agreement payable | 849,032 | 0 |
Total liabilities | 1,947,770 | 33,885 |
Stockholder’s equity | ||
Preferred stock, $0.00001 par value; authorized - 100,000,000 shares; 0 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 0 | 0 |
Common stock, $0.00001 par value; authorized - 300,000,000 shares; 9,514,743 and 1,232,324 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 95 | |
Additional paid-in capital | 10,293,159 | 2,398,547 |
Accumulated deficit | (5,991,546) | (1,330,561) |
Total stockholders’ equity | 4,301,708 | 1,068,109 |
Total liabilities and stockholders’ equity | $ 6,249,478 | $ 1,101,994 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 9,514,743 | 1,232,324 |
Common stock, shares outstanding | 9,514,743 | 1,232,324 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 950 | $ 901 |
Operating expenses | ||
Sales and marketing | 92,700 | 103,318 |
Research and development | 40,448 | 31,468 |
General and administrative expenses | 4,400,253 | 470,563 |
Amortization | 16,000 | 16,000 |
Total operating expenses | 4,549,401 | 621,349 |
Loss from operations | (4,548,451) | (620,448) |
Other expenses | ||
Acquisition related expense | (112,534) | 0 |
Loss fom operations before provision for income taxes | (4,660,985) | (620,448) |
Provision for income taxes | 0 | 0 |
Net loss | $ (4,660,985) | $ (620,448) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Earnings per share, basic | $ (1.51) | $ (0.53) |
Earnings per share, diluted | $ (1.51) | $ (0.53) |
Weighted average number of shares outstanding, basic | 3,087,683 | 1,163,222 |
Weighted average number of shares outstanding, diluted | 3,087,683 | 1,163,222 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 36 | $ 770,442 | $ (710,113) | $ 60,365 |
Beginning balance, shares at Dec. 31, 2020 | 3,599,712 | |||
Common stock issued for cash | $ 3 | 1,224,997 | 1,225,000 | |
Common stock issued for cash, shares | 314,489 | |||
Placement agent fee | (105,000) | (105,000) | ||
Stock-based compensation | $ 2 | 59,998 | 60,000 | |
Stock-based compensation, shares | 172,905 | |||
SAFE agreements converted to common stock | $ 1 | 451,470 | 451,471 | |
SAFE agreements converted to common stock, shares | 136,388 | |||
Adjustment to patent deposits contributed by shareholders | (3,279) | (3,279) | ||
Net loss | (620,448) | (620,448) | ||
Ending balance, value at Dec. 31, 2021 | $ 42 | 2,398,628 | (1,330,561) | 1,068,109 |
Ending balance, shares at Dec. 31, 2021 | 4,223,494 | |||
Common stock and warrants issued for cash | $ 25 | 11,986,011 | 11,986,036 | |
Common stock and warrants issued for cash, shares | 2,484,872 | |||
Placement agent fee | (1,198,604) | (1,198,604) | ||
Recapitalization transaction costs | (1,535,035) | (1,535,035) | ||
Warrants converted to common stock | $ 1 | (1) | ||
Warrants converted to common stock, shares | 66,465 | |||
Common stock issued in merger with Mana Capital Acquisition Corp. | $ 27 | (27) | ||
Common stock issued in merger with mana capital acquisition corp, shares | 2,696,578 | |||
Note receivable converted to common stock in merger | (433,334) | (433,334) | ||
Note receivable converted to common stock in merger, shares | 43,334 | |||
Cash acquired in merger with Mana Capital Acquisition Corp. | 4,021 | 4,021 | ||
Liabilities assumed in merger with Mana Capital Acquisition Corp. | (928,500) | (928,500) | ||
Net loss | (4,660,985) | (4,660,985) | ||
Ending balance, value at Dec. 31, 2022 | $ 95 | $ 10,293,159 | $ (5,991,546) | $ 4,301,708 |
Ending balance, shares at Dec. 31, 2022 | 9,514,743 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,660,985) | $ (620,448) |
cash used in operating activities | ||
Amortization | 16,000 | 16,000 |
Acquisition related expense | 112,534 | 0 |
Stock-based compensation expense | 0 | 60,000 |
Adjustment to patent deposits contributed by shareholders | 0 | (3,279) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 901 | (901) |
Prepaid expenses and other current assets | (690,821) | (31,009) |
Deposits | (4,950) | 0 |
Accounts payable and accrued expenses | 136,353 | (5,654) |
NET CASH USED IN OPERATING ACTIVITIES | (5,090,968) | (585,291) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Deposit for acquisition | 0 | (250,000) |
Cash acquired from acquisition | 4,021 | 0 |
Repayment of deposit for acquisition | 137,466 | 0 |
Payments for notes receivable | (433,334) | 0 |
Patent costs incurred | (76,154) | (114,029) |
NET CASH USED IN INVESTING ACTIVITIES | (368,001) | (364,029) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 11,986,037 | 1,120,000 |
Proceeds from stock to be issued | 0 | 105,000 |
Payments of finance agreement | (188,674) | 0 |
Payments of recapitalization transaction costs | (1,535,035) | 0 |
Payments of placement agent fee | (1,198,604) | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 9,063,723 | 1,225,000 |
NET INCREASE IN CASH | 3,604,755 | 275,680 |
CASH - BEGINNING OF YEAR | 512,767 | 237,087 |
CASH - END OF YEAR | 4,117,521 | 512,767 |
Cash paid during the year for: | ||
Interest | 5,829 | 0 |
Non-cash investing and financing activities: | ||
Common stock issued for acquisition | 754 | 0 |
Liabilities assumed in acquisition | 928,500 | 0 |
Financing agreement entered into for prepaid insurance | 1,037,706 | |
Common stock issued for SAFE agreements | $ 0 | $ 451,471 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation The consolidated financial statements presented are those of Cardio Diagnostics Holdings, Inc., (the “Company”) and its wholly-owned subsidiary, Cardio Diagnostics, Inc. (“Legacy Cardio”). The Company was incorporated as Mana Capital Acquisition Corp. under the laws of the state of Delaware on May 19, 2021 and Legacy Cardio was formed on January 16, 2017 as an Iowa limited liability company (Cardio Diagnostics, LLC) and was subsequently incorporated as a Delaware C-Corp on September 6, 2019. The Company was formed to develop and commercialize a patent-pending Artificial Intelligence (“AI”)-driven DNA biomarker testing technology (“Core Technology”) for cardiovascular disease invented at the University of Iowa by the Founders, with the goal of becoming one of the leading medical technology companies for enabling precision prevention, early detection and treatment of cardiovascular disease. The Company is transforming the approach to cardiovascular disease from reactive to proactive. The Core Technology is being incorporated into a series of products for major types of cardiovascular disease and associated co-morbidities including coronary heart disease (CHD), stroke, heart failure and diabetes. Business Combination On October 25, 2022, pursuant to a Merger Agreement, Mana Capital Acquisition Corp. (“Mana”), a special purpose acquisition company incorporated under the laws of the state of Delaware merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Mana Capital. Subsequent to the merger, Mana changed its name to Cardio Diagnostics Holdings Inc. |
Merger Agreement and Reverse Re
Merger Agreement and Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Merger Agreement And Reverse Recapitalization | |
Merger Agreement and Reverse Recapitalization | Note 2 – Merger Agreement and Reverse Recapitalization As discussed in Note 1, on October 25, 2022, the Company and Mana entered into the Merger Agreement, which has been accounted for as a reverse recapitalization in accordance with GAAP. Pursuant to the Merger Agreement, the Company acquired cash of $ 4,021 928,500 Mana’s common stock had a redemption right in connection with the business combination. Mana’s stockholders exercised their right to redeem 6,465,452 99.5 10.10 65,310,892 1,976,749 9,514,743 1,535,035 As additional consideration for the transaction, Cardio will issue to each holder who was entitled to merger consideration at the Closing, its pro rata 1,000,000 In evaluating the accounting treatment for the earnout, we have concluded that the earnout is not a liability under Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, is not subject to the accounting guidance under ASC 718, Compensation—Stock Compensation, and is not subject to derivative accounting under ASC 815, Derivative and Hedging. As such, the earnout is recognized in equity at fair value upon the closing of the Business Combination. As of the date of filing of this Annual Report on Form 10-K, the Company’s common stock did not trade at equal to or greater than $12.50 for a period of at least 30 trading days out of 40 consecutive trading days and the Company has not issued any Earnout Shares. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Cardio Diagnostics, LLC. All intercompany accounts and transactions have been eliminated. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) Revenue Recognition The Company will host its product, Epi+Gen CHD™ on InTeleLab’s Elicity platform (“the Lab”). The Lab collects payments from patients upon completion of eligibility screening. Patients then send their samples to MOgene, a high complexity CLIA lab, which perform the biomarker assessments. Upon receipt of the raw biomarker data from MOgene, the Company performs all quality control, analytical assessments and report generation and shares test reports with the Elicity healthcare provider via the Elicity platform. Revenue is recognized upon receipt of payments from the Lab for each test at the end of each month. The Company will account for revenue under (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the modified retrospective method. The modified retrospective adoption used by the Company did not result in a material cumulative effect adjustment to the opening balance of accumulated deficit. The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocating the transaction price to the performance obligations in the contract; and 5. Recognizing revenue when (or as) the Company satisfies its performance obligations. Research and Development Research and development costs are expensed as incurred. Research and development costs charged to operations for the years ended December 31, 2022 and 2021 were $ 40,448 31,468 Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $ 92,700 103,318 Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. The Company does no 250,000 Patent Costs The Company accounts for patents in accordance with ASC 350-30, General Intangibles Other than Goodwill Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements . Recent Accounting Pronouncements We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4 – Intangible Assets The following tables provide detail associated with the Company’s acquired identifiable intangible assets: Schedule of intangible assets As of December 31, 2022 Gross Carrying Accumulated Net Carrying Weighted Amortized intangible assets: Know-how license $ 80.000 $ (42,667 ) $ 37,333 5 Total $ 80.000 $ (42,667 ) $ 37,333 Amortization expense charged to operations was $ 16,000 |
Patent Costs
Patent Costs | 12 Months Ended |
Dec. 31, 2022 | |
Patent Costs | |
Patent Costs | Note 5 – Patent Costs As of December 31, 2022, the Company has three pending patent applications. The initial patent applications consist of a US patent and international patents filed in six countries. The US patent was granted on August 16, 2022. The EU patent was granted on March 31, 2021. The validation of the EU patent in each of the six countries is pending. Legal fees associated with the patents totaled $ 321,308 245,154 |
Finance Agreement Payable
Finance Agreement Payable | 12 Months Ended |
Dec. 31, 2022 | |
Finance Agreement Payable | |
Finance Agreement Payable | Note 6 – Finance Agreement Payable On October 31, 2022, the Company entered into an agreement with a premium financing company to finance its Directors and Officers insurance premiums for 12-month policies effective October 25, 2022. The amount financed of $ 1,037,706 6.216 September 28, 2023 849,032 926,658 |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share | Note 7 – Earnings (Loss) Per Common Share The Company calculates net income (loss) per common share in accordance with ASC 260 “ Earnings Per Share Schedule of anti dilutive earning per share Years Ended December 31, 2022 2021 Stock warrants 7,954,620 114,924 Stock options 3,256,383 — Total shares excluded from calculation 11,211,003 114,924 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 8 – Stockholders’ Equity Stock Transactions Pursuant to the Business Combination Agreement on October 25, 2022, the Company issued the following securities: Holders of conversion rights issued as a component of units in Mana’s initial public offering (the “Public Rights”) were issued an aggregate of 928,571 Holders of existing shares of common stock of Legacy Cardio and the holder of equity rights of Legacy Cardio (together, the “Legacy Cardio Stockholders”) received an aggregate of 6,883,306 exchange ratio of 3.427259 pursuant to the Merger Agreement The Legacy Cardio Stockholders received, in addition, an aggregate of 43,334 433,334 Mana public stockholders (excluding Mana Capital, LLC, the SPAC sponsor (the “Sponsor”), and Mana’s former officers and directors) own 34,548 shares of the Company’s Common Stock and the Sponsor, Mana’s former officers and directors and certain permitted transferees own 1,625,000 Immediately after giving effect to the Business Combination, there were 9,514,743 issued and outstanding shares of the Company’s Common Stock. On October 25, 2022, in connection with the approval of the Business Combination, the Company’s stockholders approved the Cardio Diagnostics Holdings, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The purpose of the 2022 Plan is to promote the interests of the Company and its stockholders by providing eligible employees, officers, directors and consultants with additional incentives to remain with the Company and its subsidiaries, to increase their efforts to make the Company more successful, to reward such persons by providing an opportunity to acquire shares of Common Stock on favorable terms and to attract and retain the best available personnel to participate in the ongoing business operations of the Company. The 2022 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares. The 2022 Plan, as approved, permits the issuance of up to 3,256,383 Common Stock Issued The Company sold 744,425 11,986,036 1,198,604 214,998 In connection with a private offering memorandum that the Company issued through a placement agent on April 12, 2021, the Company sold 91,761 1,225,000 105,000 23,596 On March 10, 2021, the Company issued 50,450 60,000 On March 15, 2021, the investors converted their SAFE agreements to 39,786 451,471 Warrants On October 1, 2019, the Company issued warrants to a seed funding firm equivalent to 2% of the fully-diluted equity of the Company, or 22,500 150,000 In April and May 2022, the Company issued fully vested warrants to investors as part of private placement subscription agreements pursuant to which the Company issued common stock. Each shareholder received warrants to purchase 50% of the common stock issued at an exercise price of $ 3.90 June 30, 2027 From May 23, 2022 through September 2022, the Company issued fully vested warrants to investors as part of an additional private placement subscription agreements pursuant to which the Company issued common stock. Each shareholder received warrants to purchase 50% of the common stock issued at an exercise price of $ 6.21 Warrant activity during the years ended December 31, 2022 and 2021 follows: Schedule of warrant activity Weighted Average Remaining Warrants Outstanding Average Exercise Price Contractual Life (Years) Warrants outstanding at December 31, 2020 52,000 $ 13.35 13.76 Warrants granted 62,924 13.35 Warrants outstanding at December 31, 2021 114,924 13.35 5.90 Warrants granted 1,988,973 4.84 Warrants received in merger 5,749,993 11.50 Merger adjustment to prior year 152,730 3.90 Warrants exercised (52,000 ) 13.35 Warrants outstanding at December 31, 2022 7,954,620 $ 9.63 4.46 Options In May 2022, the Legacy Cardio granted 513,413 1,759,599 3.90 May 6, 2032 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 - Income Taxes The reconciliation between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense (benefit) for the year ended December 31, 2022 is as follows: Schedule of effective income tax rate reconciliation Statutory U.S. federal income tax rate (21.0 )% Change in Valuation Allowance 21.0 % Effective tax rate 0.0 % At December 31, the significant components of the deferred tax assets (liabilities) are summarized below: Schedule of deferred income tax assets 2022 2021 Deferred Tax Assets: Net Operating Losses $ 1,611,487 $ 146,578 Other 1,962 — Stock-based compensation 186,611 197,895 Total deferred tax assets 1,800,060 344,473 Deferred Tax Liabilities — — Valuation Allowance (1,800,060 ) (344,473 ) Net deferred tax assets $ — $ — As of December 31, 2022, the Company had federal net operating loss carryforwards of approximately $ 5.3 5.3 50 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized. In accordance with ASC 740, a valuation allowance must be established if it is more likely than not that the deferred tax assets will not be realized. This assessment is based upon consideration of available positive and negative evidence, which includes, among other things, the Company’s most recent results of operations and expected future profitability. Based on the Company’s cumulative losses in recent years, a full valuation allowance against the Company’s deferred tax assets as of December 31, 2022 has been established as Management believes that the Company will not more likely than not realize the benefit of those deferred tax assets. Therefore, no The Company complies with the provisions of ASC 740-10 in accounting for its uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Management has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740-10. The Company is subject to income tax in the U.S., and certain state jurisdictions. The Company has not been audited by the U.S. Internal Revenue Service, or any states in connection with income taxes. The Company’s tax years generally remain open to examination for all federal and state income tax matters until its net operating loss carryforwards are utilized and the applicable statutes of limitation have expired. The federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations. The Company recognizes interest and penalties related to unrecognized tax benefits, if incurred, as a component of income tax expense. No On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOL’s incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company is currently evaluating the impact of the CARES Act, but at present does not expect that the NOL carryback provision of the CARES Act would result in a material cash benefit to us. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Deposit For Acquisition On April 14, 2021, the Company deposited $ 250,000 112,534 137,466 Prior Relationship of Cardio with Boustead Securities, LLC At the commencement of efforts to pursue what ultimately ended in the terminated business acquisition referred to above under “Deposit for Acquisition,” Legacy Cardio entered into a Placement Agent and Advisory Services Agreement (the “Placement Agent Agreement”), dated April 12, 2021, with Boustead Securities, LLC ("Boustead Securities”). This agreement was terminated in April 2022, when Legacy Cardio terminated the underlying agreement and plan of merger and the accompanying escrow agreement relating to that proposed business acquisition after efforts to complete the transaction failed, despite several extensions of the closing deadline. Under the terminated Placement Agent Agreement, Legacy Cardio agreed to certain future rights in favor of Boustead Securities, including (i) a two-year tail period during which Boustead Securities would be entitled to compensation if Cardio were to close on a transaction (as defined in the Placement Agent Agreement) with any party that was introduced to Legacy Cardio by Boustead Securities; and (ii) a right of first refusal to act as the Company’s exclusive placement agent for 24-months from the end of the term of the Placement Agent Agreement (the “right of first refusal”). Cardio has taken the position that due to Boustead Securities’ failure to perform as contemplated by the Placement Agent Agreement, these provisions purporting to provide future rights are null and void. Boustead Securities responded to the termination of the Placement Agent Agreement by disputing Legacy Cardio’s contention that it had not performed under the Placement Agent Agreement because, among other things, Boustead Securities had never sought out prospective investors. In its response, Boustead Securities included a list of funds that they had supposedly contacted on Legacy Cardio’s behalf. While Boustead Securities’ contention appears to contradict earlier communications from Boustead Securities in which they indicated that they had not made any such contacts or introductions, Boustead Securities is currently contending that they are due success fees for two years following the termination of the Placement Agent Agreement on any transaction with any person on the list of supposed contacts or introductions. Legacy Cardio strongly disputes this position. Notwithstanding the foregoing, the Company has not consummated any transaction, as defined, with any potential party that purportedly was a contact of Boustead Securities in connection with the Placement Agent Agreement and has no plans to do so at any time during the tail period. No legal proceedings have been instigated by either party, and Cardio believes that the final outcome will not have a material adverse impact on its financial condition. The Benchmark Company, LLC Right of First Refusal As noted in Note 1, the Company completed a business combination with Mana on October 25, 2022. In connection with the proposed business combination, by agreement dated May 13, 2022, Mana engaged The Benchmark Company, LLC (“Benchmark”) as its M&A advisor. Upon closing of the business combination, Cardio assumed the contractual engagement entered into by Mana. On November 14, 2022, Cardio and Benchmark entered into Amendment No. 1 Engagement Letter (the “Amendment Engagement”). Pursuant to the Amendment Engagement, Benchmark has been granted a right of first refusal to act as lead or joint-lead investment banker, lead or joint-lead book-runner and/or lead or joint-lead placement agent for all future public and private equity and debt offerings through October 25, 2023. In this regard, the Company and Benchmark are in discussions regarding the convertible debenture financing the Company entered into in March 2023 whether Benchmark might have any rights arising from the Company having entered into the convertible debenture financing in March 2023. No legal proceedings have been instigated, and the parties are continuing to discuss a resolution to this matter. Demand Letter and Potential Mootness Fee Claim On June 25, 2022, a plaintiffs’ securities law firm sent a demand letter to the Company alleging that the Company’s Registration Statement on Form S-4 filed (the “S-4 Registration Statement”) with the Securities and Exchange Commission (“SEC”) on May 31, 2022 omitted material information with respect to the Business Combination and demanding that the Company and its Board of Directors immediately provide corrective disclosures in an amendment or supplement to the Registration Statement. Subsequent thereto, the Company filed amendments to the S-4 Registration Statement on July 27, 2022, August 23, 2022, September 15, 2022, October 4, 2022 and October 5, 2022 in which it responded to various comments of the SEC staff and otherwise updated its disclosure. In October 2023, the SEC completed its review and declared the S-4 registration statement on October 6, 2022. On February 23, 2023 and February 27, 2023, plaintiffs’ securities law firm contacted the Company’s counsel asking who will be negotiating a mootness fee relating to the purported claims set forth in the June 25, 2022 demand letter. The Company vigorously denies that the S-4 is deficient in any respect. The Company believes that the claims asserted in the Demand Letter are without merit and that no further disclosure is required to supplement the S-4 Registration Statement under applicable laws. The Company cannot preclude the possibility that claims or lawsuits brought relating to any alleged securities law violations or breaches of fiduciary duty could potentially require significant time and resources to defend and/or settle and distract its management and board of directors from focusing on its business. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 - Related Party Transactions The Company reimburses Behavioral Diagnostic, LLC (“BDLLC”), a company owned by its Chief Medical Officer for salaries of the Company’s CEO and its senior data scientist, who is the husband of the CEO. Payments to BDLLC for salaries totaled $ 0 79,920 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events The Company evaluated its December 31, 2022 consolidated financial statements for subsequent events through the date the consolidated financial statements were issued. Securities Issued On March 2, 2023, a stockholder exercised warrants for 100,000 390,000 On March 8, 2023, the Company entered into a securities purchase agreement (“Securities Purchase Agreement”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”) under which the Company agreed to sell and issue to Yorkville convertible debentures (“Convertible Debentures”) in a gross aggregate principal amount of up to $ 11.2 90 5 4.5 Prepayment of Deferred Contractual Obligation On March 27, 2023, the Company accepted an early pay discount offered by one of its investment bankers with respect to a deferred payment obligation incurred by Mana in connection with its initial public offering and paid that investment banker the net balance due and payable of $ 419,475 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Cardio Diagnostics, LLC. All intercompany accounts and transactions have been eliminated. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. |
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
Revenue Recognition | Revenue Recognition The Company will host its product, Epi+Gen CHD™ on InTeleLab’s Elicity platform (“the Lab”). The Lab collects payments from patients upon completion of eligibility screening. Patients then send their samples to MOgene, a high complexity CLIA lab, which perform the biomarker assessments. Upon receipt of the raw biomarker data from MOgene, the Company performs all quality control, analytical assessments and report generation and shares test reports with the Elicity healthcare provider via the Elicity platform. Revenue is recognized upon receipt of payments from the Lab for each test at the end of each month. The Company will account for revenue under (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the modified retrospective method. The modified retrospective adoption used by the Company did not result in a material cumulative effect adjustment to the opening balance of accumulated deficit. The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocating the transaction price to the performance obligations in the contract; and 5. Recognizing revenue when (or as) the Company satisfies its performance obligations. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development costs charged to operations for the years ended December 31, 2022 and 2021 were $ 40,448 31,468 |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $ 92,700 103,318 |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. The Company does no 250,000 |
Patent Costs | Patent Costs The Company accounts for patents in accordance with ASC 350-30, General Intangibles Other than Goodwill |
Long-Lived Assets | Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets As of December 31, 2022 Gross Carrying Accumulated Net Carrying Weighted Amortized intangible assets: Know-how license $ 80.000 $ (42,667 ) $ 37,333 5 Total $ 80.000 $ (42,667 ) $ 37,333 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of anti dilutive earning per share | Schedule of anti dilutive earning per share Years Ended December 31, 2022 2021 Stock warrants 7,954,620 114,924 Stock options 3,256,383 — Total shares excluded from calculation 11,211,003 114,924 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of warrant activity | Schedule of warrant activity Weighted Average Remaining Warrants Outstanding Average Exercise Price Contractual Life (Years) Warrants outstanding at December 31, 2020 52,000 $ 13.35 13.76 Warrants granted 62,924 13.35 Warrants outstanding at December 31, 2021 114,924 13.35 5.90 Warrants granted 1,988,973 4.84 Warrants received in merger 5,749,993 11.50 Merger adjustment to prior year 152,730 3.90 Warrants exercised (52,000 ) 13.35 Warrants outstanding at December 31, 2022 7,954,620 $ 9.63 4.46 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation Statutory U.S. federal income tax rate (21.0 )% Change in Valuation Allowance 21.0 % Effective tax rate 0.0 % |
Schedule of deferred income tax assets | Schedule of deferred income tax assets 2022 2021 Deferred Tax Assets: Net Operating Losses $ 1,611,487 $ 146,578 Other 1,962 — Stock-based compensation 186,611 197,895 Total deferred tax assets 1,800,060 344,473 Deferred Tax Liabilities — — Valuation Allowance (1,800,060 ) (344,473 ) Net deferred tax assets $ — $ — |
Merger Agreement and Reverse _2
Merger Agreement and Reverse Recapitalization (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Merger Agreement And Reverse Recapitalization | ||
Acquired cash | $ 4,021 | $ 0 |
Assumed liabilities | $ 928,500 | |
Stock redeemed | 6,465,452 | |
Redemption percentage | 99.50% | |
Redemption price per shre | $ 10.10 | |
Redemption amount | $ 65,310,892 | |
Reverse recapitalization shares | 1,976,749 | |
Common shares reversed | 9,514,743 | |
Recapitalization cost | $ 1,535,035 | |
Additional shares | 1,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Research and development expense | $ 40,448 | $ 31,468 |
Advertising costs | 92,700 | 103,318 |
Cash equivalents | 0 | $ 0 |
FDIC insured amount | $ 250,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 80 | |
Intangible assets accumulated amortization | (42,667) | |
Intangible assets net | 37,333 | $ 53,333 |
Know How License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 80 | |
Intangible assets accumulated amortization | (42,667) | |
Intangible assets net | $ 37,333 | |
Weighted average useful life | 5 years |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 16,000 | $ 16,000 |
Patent Costs (Details Narrative
Patent Costs (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Patent Costs | ||
Patent costs | $ 321,308 | $ 245,154 |
Finance Agreement Payable (Deta
Finance Agreement Payable (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance Agreement Payable | |||
Financing agreement entered into for prepaid insurance | $ 1,037,706 | $ 1,037,706 | |
Interest rate | 6.216% | ||
Maturity date | Sep. 28, 2023 | ||
Finance agreement payable | $ 849,032 | $ 0 | |
Prepaid expenses | $ 926,658 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 11,211,003 | 114,924 |
Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 7,954,620 | 114,924 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 3,256,383 | 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants outstanding, beginning | 114,924 | 52,000 | |
Weighted average exercise price outstanding, beginning | $ 13.35 | $ 13.35 | |
Weighted average remaining contractual life | 4 years 5 months 15 days | 5 years 10 months 24 days | 13 years 9 months 3 days |
Warrants granted | 1,988,973 | 62,924 | |
Weighted average exercise price granted | $ 4.84 | $ 13.35 | |
Warrants received in merger | 5,749,993 | ||
Weighted average exercise price exercised received in merger | $ 11.50 | ||
Warrants merger adjustment to prior year | 152,730 | ||
Weighted average exercise price merger adjustment to prior year | $ 3.90 | ||
Warrants exercised | (52,000) | ||
Weighted average exercise price exercised | $ 13.35 | ||
Warrants Outstanding, Ending | 7,954,620 | 114,924 | 52,000 |
Weighted average exercise price outstanding, ending | $ 9.63 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Oct. 25, 2022 | Apr. 30, 2022 | Mar. 15, 2021 | Mar. 10, 2021 | May 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Oct. 01, 2019 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock issuance | 22,500 | ||||||||
Common stock sold | 744,425 | 91,761 | |||||||
Proceeds from sale of stock | $ 0 | $ 105,000 | |||||||
Payments of placement agent fee | 1,198,604 | $ 0 | |||||||
Common stock issued for service, shares | 50,450 | ||||||||
Common stock issued for service, value | $ 60,000 | ||||||||
Conversion of shares, shares | 39,786 | ||||||||
Conversion of shares, Value | $ 451,471 | ||||||||
Pre financing capitalization | 150,000 | ||||||||
Warrant exercise price | $ 3.90 | $ 3.90 | $ 6.21 | ||||||
Expiration date | Jun. 30, 2027 | Jun. 30, 2027 | |||||||
Equity Option [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Warrant exercise price | $ 3.90 | ||||||||
Expiration date | May 06, 2032 | ||||||||
Options issued | 1,759,599 | 513,413 | |||||||
Common Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued | 314,489 | ||||||||
Proceeds from sale of stock | 11,986,036 | $ 1,225,000 | |||||||
Payments of placement agent fee | $ 1,198,604 | $ 105,000 | |||||||
Warrants issued | 214,998 | 23,596 | |||||||
Plan 2022 [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock issuance | 3,256,383 | ||||||||
Legacy Cardio [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Conversion shares | 43,334 | ||||||||
Principal amount | $ 433,334 | ||||||||
Manas Former Officers And Directors [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares transferred | 1,625,000 | ||||||||
Legacy Cardio Stockholders [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares received | $ 6,883,306 | ||||||||
IPO [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued | 928,571 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | (21.00%) |
Change in valuation allowance | 21% |
Effective tax rate | 0% |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
Net Operating Losses | $ 1,611,487 | $ 146,578 |
Other | 1,962 | 0 |
Stock-based compensation | 186,611 | 197,895 |
Total deferred tax assets | 1,800,060 | 344,473 |
Deferred Tax Liabilities | 0 | 0 |
Valuation Allowance | (1,800,060) | (344,473) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Tax ownership percentage | 50% | |
Tax provision | $ 0 | |
Interest or penalties | 0 | $ 0 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 5,300,000 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 5,300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |||
Apr. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 26, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Deposit for acquisition | $ 250,000 | $ 0 | $ 250,000 | |
Acquisition related expense | $ 112,534 | $ 0 | ||
Escrow balance | $ 137,466 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Payments to salaries | $ 0 | $ 79,920 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Mar. 08, 2023 | Mar. 02, 2023 | Mar. 27, 2023 |
Subsequent Event [Line Items] | |||
Warrant exercised | 100,000 | ||
Proceeds warrant exercise | $ 390,000 | ||
Principal amount | $ 11,200,000 | ||
Convertible debentures percentage | 90% | ||
Proceeds convertible debenture | $ 5,000,000 | ||
Received from company amount | $ 4,500,000 | ||
Due and payable | $ 419,475 |