Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38185 | |
Entity Registrant Name | PRESSURE BIOSCIENCES, INC. | |
Entity Central Index Key | 0000830656 | |
Entity Tax Identification Number | 04-2652826 | |
Entity Incorporation, State or Country Code | MA | |
Entity Address, Address Line One | 14 Norfolk Avenue | |
Entity Address, City or Town | South Easton | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02375 | |
City Area Code | (508) | |
Local Phone Number | 230-1828 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,726,433 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 5,263 | $ 3,865 |
Accounts receivable | 329,263 | 295,374 |
Inventories, net of $905,759 and $982,973 reserve, respectively | 467,155 | 686,383 |
Prepaid expenses and other current assets | 219,283 | 257,527 |
Total current assets | 1,020,964 | 1,243,149 |
Investment in equity securities | 77,918 | 63,638 |
Property and equipment, net | 91,409 | 103,351 |
Right of use asset operating leases | 159,424 | 282,095 |
Intangible assets, net | 252,404 | 317,308 |
TOTAL ASSETS | 1,602,119 | 2,009,541 |
CURRENT LIABILITIES | ||
Accounts payable | 1,062,565 | 637,238 |
Accrued employee compensation | 376,760 | 167,247 |
Accrued professional fees and other | 2,722,666 | 2,497,762 |
Accrued interest and dividends payable | 4,576,350 | 10,803,983 |
Deferred revenue | 253,152 | 58,242 |
Convertible debt, net of unamortized debt discounts of $744,393 and $455,517, respectively | 18,222,120 | 17,823,669 |
Other debt, net of unamortized discounts of $0 and $0, respectively | 2,030,510 | 1,638,969 |
Related party, net of unamortized debt discount of $514 and $7,915, respectively | 647,986 | 634,885 |
Right of use operating lease liability | 66,259 | 142,171 |
Total current liabilities | 29,958,368 | 34,404,166 |
LONG TERM LIABILITIES | ||
Long term debt | 162,522 | 150,000 |
Right of use operating lease liability long term | 71,287 | 139,924 |
Deferred revenue | 10,645 | 1,822 |
TOTAL LONG TERM LIABILITIES | 244,454 | 291,746 |
TOTAL LIABILITIES | 30,202,822 | 34,695,912 |
COMMITMENTS AND CONTINGENCIES (Note 4) | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, value | 100 | 1,098 |
Common stock, $.01 par value; 100,000,000 shares authorized; 23,399,945 and 13,682,910 shares issued and outstanding on September 30, 2023 and December 31, 2022, respectively | 234,000 | 136,829 |
Warrants to acquire common stock | 35,684,321 | 31,995,762 |
Additional paid-in capital | 93,973,646 | 69,006,145 |
Accumulated deficit | (158,492,770) | (133,826,205) |
TOTAL STOCKHOLDERS’ DEFICIT | (28,600,703) | (32,686,371) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 1,602,119 | $ 2,009,541 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory valuation reserves | $ 905,759 | $ 982,973 |
Debt instrument, unamortized discount | 744,393 | 455,517 |
Other debt, unamortized discounts net. | $ 0 | $ 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, share,issued | 23,399,945 | 13,682,910 |
Common stock, shares, outstanding | 23,399,945 | 13,682,910 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Series G Convertible Preferred Stock [Member] | ||
Preferred stock, par value | 0.01 | 0.01 |
Series H Convertible Preferred Stock [Member] | ||
Preferred stock, par value | 0.01 | 0.01 |
Series H2 Convertible Preferred Stock [Member] | ||
Preferred stock, par value | 0.01 | 0.01 |
Series J Convertible Preferred Stock [Member] | ||
Preferred stock, par value | 0.01 | 0.01 |
Series K Convertible Preferred Stock [Member] | ||
Preferred stock, par value | 0.01 | 0.01 |
Series AA Convertible Preferred Stock [Member] | ||
Preferred stock, par value | 0.01 | 0.01 |
Series BB Convertible Preferred Stock [Member] | ||
Preferred stock, par value | 0.01 | 0.01 |
Series CC Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible Debt [Member] | ||
Debt instrument, unamortized discount | $ 744,393 | $ 455,517 |
Related Party [Member] | ||
Debt instrument, unamortized discount | $ 514 | $ 7,915 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Products, services, other | $ 413,009 | $ 144,032 | $ 1,665,412 | $ 1,122,169 |
Total revenue | 413,009 | 144,032 | 1,665,412 | 1,122,169 |
Costs and expenses: | ||||
Cost of products and services | 229,457 | 126,203 | 844,684 | 742,707 |
Research and development | 288,345 | 262,370 | 1,004,437 | 716,685 |
Selling and marketing | 157,773 | 226,526 | 537,802 | 422,422 |
General and administrative | 1,030,243 | 892,293 | 5,290,564 | 2,591,644 |
Total operating costs | 1,705,818 | 1,507,392 | 7,677,487 | 4,473,458 |
Operating loss | (1,292,809) | (1,363,360) | (6,012,075) | (3,351,289) |
Other (expense) income: | ||||
Interest expense, net | (4,338,759) | (2,034,021) | (14,112,098) | (6,448,771) |
Unrealized gain (loss) on investment in equity securities | (5,965) | (8,675) | 14,280 | (8,047) |
Gain (loss) on extinguishment of liabilities | (1,054,122) | 687,591 | (1,809,249) | |
Other income (expense) | 7,588 | (2,059) | 11,820 | (904) |
Total other expense | (4,337,136) | (3,098,877) | (13,398,407) | (8,266,971) |
Net loss | (5,629,945) | (4,462,237) | (19,410,482) | (11,618,260) |
Deemed dividends on extension of warrants | (3,626,950) | |||
Preferred stock dividends | (632,054) | (431,709) | (1,629,133) | (1,295,566) |
Net loss attributable to common shareholders | $ (6,261,999) | $ (4,893,946) | $ (24,666,565) | $ (12,913,826) |
Basic net loss per share attributable to common shareholders | $ (0.29) | $ (0.44) | $ (1.21) | $ (1.24) |
Diluted net loss per share attributable to common shareholders | $ (0.29) | $ (0.44) | $ (1.21) | $ (1.24) |
Weighted average number of shares of common stock outstanding, basic | 21,716,950 | 11,131,742 | 20,337,229 | 10,429,817 |
Weighted average number of shares of common stock outstanding, diluted | 21,716,950 | 11,131,742 | 20,337,229 | 10,429,817 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parenthetical) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Product and Service, Other [Member] | Product and Service, Other [Member] | Product and Service, Other [Member] | Product and Service, Other [Member] |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (19,410,482) | $ (11,618,260) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
(Gain) on extinguishment of debt | (687,591) | (10,000) |
Non-cash lease expense | 122,671 | 82,001 |
Common stock and warrants issued for interest | 3,715,204 | 2,196,278 |
Depreciation and amortization | 84,341 | 67,985 |
Accretion of interest and amortization of debt discount | 3,213,622 | 1,777,863 |
Loss on extinguishment of accrued liabilities and debt | 1,809,249 | |
Common stock and warrants issued for debt extension | 1,671,573 | |
Preferred stock issued for debt extension | 2,683,600 | |
Stock-based compensation expense | 1,706,420 | 128,984 |
(Gain)/Loss on investment in equity securities | (14,280) | 8,047 |
Common stock and warrants issued for services | 1,978,645 | 367,370 |
Preferred stock issued for services | 617,200 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (33,889) | (11,568) |
Inventories | 219,228 | (238,973) |
Prepaid expenses and other assets | 38,244 | 204,141 |
Accounts payable | 425,327 | 80,130 |
Accrued employee compensation | 209,513 | 104,258 |
Operating lease liability | (144,549) | (82,001) |
Deferred revenue and other accrued expenses | 1,551,380 | 2,083,239 |
Net cash used in operating activities | (2,053,823) | (3,051,257) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property plant and equipment | (7,495) | (20,754) |
Net cash used in investing activities | (7,495) | (20,754) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Sale of common stock for cash | 150,000 | |
Proceeds from stock option exercises | 81,111 | 17,443 |
Net proceeds from convertible debt | 4,336,665 | 3,428,249 |
Net proceeds from non-convertible debt - third party | 2,043,681 | 1,815,000 |
Net proceeds from debt - related party | 159,186 | 762,500 |
Payments on convertible debt | (2,462,269) | (1,086,946) |
Payments on debt - related party | (159,000) | (259,600) |
Payments on non-convertible debt | (2,086,658) | (1,506,066) |
Net cash provided by financing activities | 2,062,716 | 3,170,580 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,398 | 98,569 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 3,865 | 132,311 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 5,263 | 230,880 |
CASH FLOWS SUPPLEMENTAL INFORMATION | ||
Interest paid in cash | 1,219,038 | 938,451 |
NON CASH TRANSACTIONS: | ||
Early adoption of ASU 2020-06 | 473,027 | |
Common stock issued with debt | 1,293,270 | 512,593 |
Discount from warrants issued with debt | 93,576 | |
Common stock issued in lieu of cash for dividend | 162,528 | 306,333 |
Preferred stock issued with debt | 539,487 | |
Preferred stock dividends | 1,629,133 | 1,295,566 |
Conversion of preferred stock for common stock | 14,869 | 44 |
Conversion of debt, interest, preferred stock dividend for preferred stock | 10,017,212 | |
Conversion of debt and interest into common stock | 509,033 | 350,500 |
Conversion of common stock for preferred stock | 6,240 | |
Extension of warrants for Series AA preferred stock | $ 3,626,950 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Warrant [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 1,099 | $ 91,206 | $ 31,715,154 | $ 64,261,048 | $ (118,277,468) | $ (22,208,961) |
Balance, shares at Dec. 31, 2021 | 109,878 | 9,120,526 | ||||
Stock-based compensation | 64,483 | 64,483 | ||||
Series AA Preferred Stock dividend | (432,149) | (432,149) | ||||
Issuance of common stock for services | $ 370 | 77,330 | 77,700 | |||
Issuance of common stock for services, shares | 37,000 | |||||
Stock warrants issued | 39,761 | 39,761 | ||||
Conversion of debt and interest for common stock | $ 1,402 | 349,098 | 350,500 | |||
Conversion of debt and interest for common stock, shares | 140,200 | |||||
Issuance of common stock for dividends paid-in-kind | $ 318 | 63,938 | 64,256 | |||
Issuance of common stock for dividends paid-in-kind, shares | 31,810 | |||||
Issuance of common stock for interest paid-in-kind | $ 5,581 | 1,167,877 | 1,173,458 | |||
Issuance of common stock for interest paid-in-kind, shares | 558,100 | |||||
Common stock issued for debt extension | $ 2,145 | 470,755 | 472,900 | |||
Common stock issued for debt extension, shares | 214,500 | |||||
Stock issued with debt | $ 920 | 141,560 | 142,480 | |||
Stock issued with debt, shares | 92,000 | |||||
Net loss | (4,239,685) | (4,239,685) | ||||
Early adoption of ASU 2020-06 | (2,728,243) | 2,255,216 | (473,027) | |||
Warrants issued for debt extension | 132,537 | 132,537 | ||||
Warrants issued with debt | 87,436 | 87,436 | ||||
Balance at Mar. 31, 2022 | $ 1,099 | $ 101,942 | 31,974,888 | 63,867,846 | (120,694,086) | (24,748,311) |
Balance, shares at Mar. 31, 2022 | 109,878 | 10,194,136 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 1,099 | $ 91,206 | 31,715,154 | 64,261,048 | (118,277,468) | (22,208,961) |
Balance, shares at Dec. 31, 2021 | 109,878 | 9,120,526 | ||||
Net loss | (11,618,260) | |||||
Extension of warrants for Series AA Preferred stock | ||||||
Balance at Sep. 30, 2022 | $ 1,098 | $ 122,207 | 31,995,762 | 67,041,489 | (128,936,078) | (29,775,522) |
Balance, shares at Sep. 30, 2022 | 109,874 | 12,220,611 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 1,099 | $ 101,942 | 31,974,888 | 63,867,846 | (120,694,086) | (24,748,311) |
Balance, shares at Mar. 31, 2022 | 109,878 | 10,194,136 | ||||
Stock option exercise | $ 253 | 17,190 | 17,443 | |||
Stock option exercise, shares | 25,279 | |||||
Stock-based compensation | 32,074 | 32,074 | ||||
Series AA Preferred Stock dividend | (431,708) | (431,708) | ||||
Issuance of common stock for services | $ 400 | 67,400 | 67,800 | |||
Issuance of common stock for services, shares | 40,000 | |||||
Issuance of common stock for dividends paid-in-kind | $ 865 | 150,156 | 151,021 | |||
Issuance of common stock for dividends paid-in-kind, shares | 86,464 | |||||
Issuance of common stock for interest paid-in-kind | $ 2,245 | 386,270 | 388,515 | |||
Issuance of common stock for interest paid-in-kind, shares | 224,500 | |||||
Common stock issued for debt extension | $ 1,064 | 190,239 | 191,303 | |||
Common stock issued for debt extension, shares | 106,400 | |||||
Stock issued with debt | $ 220 | 35,628 | 35,848 | |||
Stock issued with debt, shares | 22,000 | |||||
Conversion of preferred stock for common stock | $ (1) | $ 44 | (43) | |||
Conversion of preferred stock for common stock, shares | (4) | 4,400 | ||||
Net loss | (2,916,338) | (2,916,338) | ||||
Balance at Jun. 30, 2022 | $ 1,098 | $ 107,033 | 31,974,888 | 64,746,760 | (124,042,132) | (27,212,353) |
Balance, shares at Jun. 30, 2022 | 109,874 | 10,703,179 | ||||
Stock-based compensation | 32,427 | 32,427 | ||||
Series AA Preferred Stock dividend | (431,709) | (431,709) | ||||
Issuance of common stock for services | $ 1,135 | 166,240 | 167,375 | |||
Issuance of common stock for services, shares | 113,500 | |||||
Stock warrants issued | 6,140 | 6,140 | ||||
Issuance of common stock for dividends paid-in-kind | $ 520 | 90,536 | 91,056 | |||
Issuance of common stock for dividends paid-in-kind, shares | 52,032 | |||||
Issuance of common stock for interest paid-in-kind | $ 3,895 | 630,410 | 634,305 | |||
Issuance of common stock for interest paid-in-kind, shares | 389,500 | |||||
Common stock issued for debt extension | $ 7,079 | 1,043,396 | 1,050,475 | |||
Common stock issued for debt extension, shares | 707,900 | |||||
Stock issued with debt | $ 2,545 | 331,720 | 334,265 | |||
Stock issued with debt, shares | 254,500 | |||||
Net loss | (4,462,237) | (4,462,237) | ||||
Warrants issued for services | 14,734 | 14,734 | ||||
Balance at Sep. 30, 2022 | $ 1,098 | $ 122,207 | 31,995,762 | 67,041,489 | (128,936,078) | (29,775,522) |
Balance, shares at Sep. 30, 2022 | 109,874 | 12,220,611 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 1,098 | $ 136,829 | 31,995,762 | 69,006,145 | (133,826,205) | (32,686,371) |
Balance, shares at Dec. 31, 2022 | 109,874 | 13,682,910 | ||||
Stock option exercise | $ 1,176 | 79,935 | 81,111 | |||
Stock option exercise, shares | 117,552 | |||||
Stock-based compensation | 1,430,244 | 1,430,244 | ||||
Series AA Preferred Stock dividend | (431,807) | (431,807) | ||||
Issuance of common stock for services | $ 9,905 | 1,409,430 | 1,419,335 | |||
Issuance of common stock for services, shares | 990,500 | |||||
Stock warrants issued | 61,609 | 61,609 | ||||
Conversion of debt and interest for common stock | $ 2,036 | 506,997 | 509,033 | |||
Conversion of debt and interest for common stock, shares | 203,613 | |||||
Issuance of common stock for dividends paid-in-kind | $ 737 | 101,698 | 102,435 | |||
Issuance of common stock for dividends paid-in-kind, shares | 73,694 | |||||
Issuance of common stock for interest paid-in-kind | $ 11,111 | 1,694,123 | 1,705,234 | |||
Issuance of common stock for interest paid-in-kind, shares | 1,111,081 | |||||
Common stock issued for debt extension | $ 5,682 | 1,024,257 | 1,029,939 | |||
Common stock issued for debt extension, shares | 568,200 | |||||
Stock issued with debt | $ 7,832 | 1,079,919 | 1,087,751 | |||
Stock issued with debt, shares | 783,150 | |||||
Conversion of preferred stock for common stock | $ (1,012) | $ 4,935 | (3,923) | |||
Conversion of preferred stock for common stock, shares | (101,154) | 493,540 | ||||
Sale of Common Stock | $ 400 | 99,600 | 100,000 | |||
Stock issued with debt, shares | 40,000 | |||||
Net loss | (6,857,834) | (6,857,834) | ||||
Balance at Mar. 31, 2023 | $ 86 | $ 180,643 | 32,057,371 | 76,428,425 | (141,115,846) | (32,449,321) |
Balance, shares at Mar. 31, 2023 | 8,720 | 18,064,240 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 1,098 | $ 136,829 | $ 31,995,762 | 69,006,145 | (133,826,205) | $ (32,686,371) |
Balance, shares at Dec. 31, 2022 | 109,874 | 13,682,910 | ||||
Stock option exercise, shares | 117,552 | |||||
Net loss | $ (19,410,482) | |||||
Extension of warrants for Series AA Preferred stock | 3,626,950 | |||||
Balance at Sep. 30, 2023 | $ 100 | $ 234,000 | $ 35,684,321 | 93,973,646 | (158,492,770) | (28,600,703) |
Balance, shares at Sep. 30, 2023 | 9,935 | 23,399,945 | ||||
Beginning balance, value at Mar. 31, 2023 | $ 86 | $ 180,643 | 32,057,371 | 76,428,425 | (141,115,846) | (32,449,321) |
Balance, shares at Mar. 31, 2023 | 8,720 | 18,064,240 | ||||
Stock-based compensation | 135,554 | 135,554 | ||||
Series AA Preferred Stock dividend | (565,272) | (565,272) | ||||
Issuance of common stock for services | $ 1,475 | 170,925 | 172,400 | |||
Issuance of common stock for services, shares | 147,500 | |||||
Conversion of debt and interest for common stock | $ 4 | 10,017,208 | 10,017,212 | |||
Conversion of debt and interest for common stock, shares | 401 | |||||
Issuance of common stock for dividends paid-in-kind | $ 690 | 59,403 | 60,093 | |||
Issuance of common stock for dividends paid-in-kind, shares | 69,073 | |||||
Issuance of common stock for interest paid-in-kind | $ 10,340 | 1,286,106 | 1,296,446 | |||
Issuance of common stock for interest paid-in-kind, shares | 1,034,000 | |||||
Common stock issued for debt extension | $ 5,286 | 486,348 | 491,634 | |||
Common stock issued for debt extension, shares | 528,600 | |||||
Stock issued with debt | $ 3,021 | 153,653 | 156,674 | |||
Stock issued with debt, shares | 302,092 | |||||
Conversion of preferred stock for common stock | $ 444 | (444) | ||||
Conversion of preferred stock for common stock, shares | (44) | 44,400 | ||||
Sale of Common Stock | $ 200 | 49,800 | 50,000 | |||
Stock issued with debt, shares | 20,000 | |||||
Net loss | (6,922,703) | (6,922,703) | ||||
Extension of warrants for Series AA Preferred stock | 3,626,950 | (3,626,950) | ||||
Conversion of common stock to preferred stock | $ 1 | $ (6,240) | 6,239 | |||
Conversion of common stock to preferred stock, shares | 62 | (624,000) | ||||
Issuance of preferred stock for services | $ 1 | 505,699 | 505,700 | |||
Issuance of preferred stock for services, shares | 57 | |||||
Issuance of Preferred stock for debt extension | $ 2 | 1,396,998 | 1,397,000 | |||
Preferred stock for debt extension | 185 | |||||
Preferred stock issued with debt | $ 1 | 539,486 | 539,487 | |||
Preferred stock issued for debt, share | 58 | |||||
Balance at Jun. 30, 2023 | $ 95 | $ 195,859 | 35,684,321 | 91,235,400 | (152,230,771) | (25,115,096) |
Balance, shares at Jun. 30, 2023 | 9,439 | 19,585,905 | ||||
Stock-based compensation | 140,622 | 140,622 | ||||
Series AA Preferred Stock dividend | (632,054) | (632,054) | ||||
Issuance of common stock for services | $ 4,926 | 320,375 | 325,301 | |||
Issuance of common stock for services, shares | 492,500 | |||||
Issuance of common stock for interest paid-in-kind | $ 19,490 | 694,034 | 713,524 | |||
Issuance of common stock for interest paid-in-kind, shares | 1,949,040 | |||||
Common stock issued for debt extension | $ 2,500 | 147,500 | 150,000 | |||
Common stock issued for debt extension, shares | 250,000 | |||||
Stock issued with debt | $ 1,735 | 47,110 | 48,845 | |||
Stock issued with debt, shares | 173,500 | |||||
Conversion of preferred stock for common stock | $ (1) | $ 9,490 | (9,489) | |||
Conversion of preferred stock for common stock, shares | (95) | 949,000 | ||||
Net loss | (5,629,945) | (5,629,945) | ||||
Issuance of preferred stock for services | 111,500 | 111,500 | ||||
Issuance of preferred stock for services, shares | 35 | |||||
Issuance of Preferred stock for debt extension | $ 6 | 1,286,594 | 1,286,600 | |||
Preferred stock for debt extension | 556 | |||||
Balance at Sep. 30, 2023 | $ 100 | $ 234,000 | $ 35,684,321 | $ 93,973,646 | $ (158,492,770) | $ (28,600,703) |
Balance, shares at Sep. 30, 2023 | 9,935 | 23,399,945 |
Business Overview, Liquidity an
Business Overview, Liquidity and Management Plans | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview, Liquidity and Management Plans | 1) Business Overview, Liquidity and Management Plans Pressure BioSciences, Inc. (OTCQB: PBIO The Company was founded on the belief that its PCT platform had the potential to significantly increase the quality of sample preparation in both research and clinical settings. This premise has been well proven and PBI has been successful in installing its PCT platform in the laboratories of key opinion leaders worldwide. Although developed subsequently, the Company now assesses that the commercial potential for its UST platform across diverse multi-billion-dollar markets far exceeds the potential of the PCT platform. Consequently, in January 2022, PBI made the critical strategy decision to immediately shift its primary business focus from PCT to its innovative UST Platform. The UST Platform 3. The Company began shipping Nano CBD topical spray on October 2, 2023. The BaroFold Platform The PCT Platform |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2) Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, we have experienced losses from operations and negative cash flows from operationing business since our inception. As of September 30, 2023, we do not have adequate working capital resources to satisfy our current liabilities and as a result, there is substantial doubt regarding our ability to continue as a going concern. We have been successful in raising debt and equity capital in the past as described in Notes 5 and 6. In addition, we raised debt and equity capital after September 30, 2023, as described in Note 7. We have financing efforts in place to continue to raise cash through debt and equity offerings. Although we have successfully completed financings and reduced expenses in the past, we cannot assure you that our plans to address these matters in the future will be successful. These financial statements do not include any adjustments that might result from this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3) Summary of Significant Accounting Policies Basis of Presentation The unaudited interim financial statements of Pressure BioSciences, Inc. and its consolidated subsidiaries (collectively, the “Company”) included herein have been prepared by the Company in accordance with the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission. Under these rules and regulations, some information and footnote disclosures normally included in financial statements prepared under accounting principles generally accepted in the United States of America have been shortened or omitted. Management believes that all adjustments necessary for a fair statement of the financial position and the results of operations for the periods shown have been made. All adjustments are normal and recurring. These financial statements should be read together with the Company’s audited financial statements included in its Form 10-K for the fiscal year ended December 31, 2022. Operating results for the nine months ended September 30, 2023 are not necessarily indicative of the final results that may be expected for the year ending December 31, 2023. Use of Estimates The Company’s consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Global concerns about the COVID-19 pandemic have adversely affected, and we expect will continue to adversely affect, our business, financial condition and results of operations including the estimates and assumptions made by management. Significant estimates and assumptions include valuations of share-based awards, investments in equity securities and intangible asset impairment. Actual results could differ from the estimates, and such differences may be material to the Company’s consolidated financial statements. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes the beneficial conversion separation model for convertible debt. As a result, after adopting the guidance, entities will no longer account for beneficial conversion features in equity. The guidance is effective for public business entities, other than small reporting company’s financial statements starting January 1, 2022, with early adoption permitted. The Company is a small reporting company and early adopted the new guidance on January 1, 2022 using the modified retrospective approach and recorded a cumulative effect of adoption equal to a $ 2,728,243 2,255,216 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which requires measurement and recognition of expected credit losses for financial assets held. We adopted this new accounting guidance effective January 1, 2023. The adoption did not have a material impact on our consolidated financial statements and disclosures and did not significantly impact the Company’s accounting policies or estimation methods related to the allowance for doubtful accounts. The Company does not have any reserve for doubtful accounts due to its customers being distributors, universities, research organizations and government agencies. In the past several years, all its customers have paid in full without any need for a write-down. Principles of Consolidation The consolidated financial statements include the accounts of Pressure BioSciences, Inc., and its wholly owned subsidiaries PBI BioSeq, Inc. and PBI Agrochem, Inc. All intercompany accounts and transactions have been eliminated in consolidation. Revenue Recognition We recognize revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers We identify a performance obligation as distinct if both the following criteria are true: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Determining the standalone selling price (“SSP”) and allocation of consideration from a contract to the individual performance obligations, and the appropriate timing of revenue recognition, is the result of significant qualitative and quantitative judgments. Management considers a variety of factors such as historical sales, usage rates, costs, and expected margin, which may vary over time depending upon the unique facts and circumstances related to each performance obligation in making these estimates. While changes in the allocation of the SSP between performance obligations will not affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which would have a material effect on our financial position and result of operations. This is because the contract consideration is allocated to each performance obligation, delivered or undelivered, at the inception of the contract based on the SSP of each distinct performance obligation. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenues as consistent with treatment in prior periods. Our current Barocycler® instruments require a basic level of instrumentation expertise to set-up for initial operation. To support a favorable first experience for our customers, upon customer request, and for an additional fee, we will send a highly trained technical representative to the customer site to install Barocyclers® that we sell, lease, or rent through our domestic sales force. The installation process includes uncrating and setting up the instrument, followed by introductory user training. Our sales arrangements do not provide our customers with a right of return. Any shipping costs billed to customers are recognized as revenue. Most of our instrument and consumable contracts contain pricing that is based on the market price for the product at the time of delivery. Our obligations to deliver product volumes are typically satisfied and revenue is recognized when control of the product transfers to our customers. Concurrent with the transfer of control, we typically receive the right to payment for the shipped product and the customer takes on the significant risks and rewards of ownership of the product. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. Revenue from scientific services customers is recognized upon completion of each stage of service as defined in service agreements. We apply ASC 845, “Accounting for Non-Monetary Transactions”, to account for products and services sold through non-cash transactions based on the fair values of the products and services involved, where such values can be determined. Non-cash exchanges would require revenue to be recognized at recorded cost or carrying value of the assets or services sold if any of the following conditions apply: a) The fair value of the asset or service involved is not determinable. b) The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange. c) The transaction lacks commercial substance. We recognize revenue for non-cash transactions at recorded cost or carrying value of the assets or services sold. We account for lease agreements of our instruments in accordance with ASC 842, Leases. We record revenue over the life of the lease term, and we record depreciation expense on a straight-line basis over the thirty-six-month estimated useful life of the Barocycler® instrument. The depreciation expense associated with assets under lease agreement is included in the “Cost of PCT products and services” line item in our accompanying consolidated statements of operations. Many of our lease and rental agreements allow the lessee to purchase the instrument at any point during the term of the agreement with partial or full credit for payments previously made. We pay all maintenance costs associated with the instrument during the term of the leases. Deferred revenue represents amounts received from service contracts for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. Revenue from service contracts is recorded ratably over the length of the contract. Disaggregation of revenue In the following table, revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition. Schedule of Disaggregation of Revenue In thousands of US dollars ($) Three Months Ended Nine Months Ended Primary geographical markets 2023 2022 2023 2022 North America $ 251 $ 138 $ 1,067 $ 709 Europe 76 13 130 61 Asia 86 (7 ) 468 352 $ 413 $ 144 $ 1,665 $ 1,122 Three Months Ended Nine Months Ended Major products/services lines 2023 2022 2023 2022 Hardware $ 273 $ 1 $ 994 $ 532 Consumables 50 49 173 165 Contract research services -1 - 35 125 Sample preparation accessories 31 41 113 93 Technical support/extended service contracts 34 41 123 94 Agrochem Products 15 10 181 93 Shipping and handling 11 2 38 20 Other - - 8 - $ 413 $ 144 $ 1,665 $ 1,122 Three Months Ended Nine Months Ended Timing of revenue recognition 2023 2022 2023 2022 Products transferred at a point in time $ 379 $ 103 $ 1,506 $ 903 Services transferred over time 34 41 159 219 $ 413 $ 144 $ 1,665 $ 1,122 Contract balances Schedule of Contract Balances In thousands of US dollars ($) September 30, 2023 December 31, 2022 Receivables, which are included in ‘Accounts Receivable’ $ 329 $ 295 Contract liabilities (deferred revenue) 59 60 Transaction price allocated to the remaining performance obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. Schedule of Future Related to Performance Obligations In thousands of US dollars ($) 2023 2024 Total Extended warranty service $ 48 $ 11 $ 59 All consideration from contracts with customers is included in the amounts presented above. Contract Costs The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. The costs to obtain a contract are recorded immediately in the period when the revenue is recognized either upon shipment or installation. The costs to obtain a service contract are considered immaterial when spread over the life of the contract so the Company records the costs immediately upon billing. Concentrations Credit Risk Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash, cash equivalents, and trade receivables. We have cash investment policies which, among other things, limit investments to investment-grade securities. We perform ongoing credit evaluations of our customers, and the risk with respect to trade receivables is further mitigated by the fact that many of our customers are government institutions, large pharmaceutical and biotechnology companies, and academic laboratories. The following table illustrates the level of concentration as a percentage of total revenues during the three and nine months ended September 30, 2023 and 2022. Schedule of Customer Concentration Risk Percentage Three Months Ended Nine months Ended 2023 2022 2023 2022 Top five customers 80 % 42 % 49 % 31 % Federal agencies 18 % 4 % 5 % 1 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of September 30, 2023 and December 31, 2022. The Top Five Customers category may include federal agency receivable balances if applicable. September 30, December 31, Top five customers 80 % 93 % Federal agencies 22 % 0 % Product Supply In recent years we utilized a contract assembler for our Barocycler® 2320EXT. They provided us with precision manufacturing services that included management support services to meet our specific application and operational requirements. Among the services provided to us were: ● CNC Machining ● Contract Assembly & Kitting ● Component and Subassembly Design ● Inventory Management ● ISO certification Beginning in July 2021, we brought the assembly of our Barocycler 2320EXT instruments in-house. This became necessary when our independent contract assembler (CBM Industries) informed us that they were about to need 100% of their assembly space for one of their customers (one of the largest life science instrument manufacturers in the U.S.). We worked with our notified body to gain approval to use both the CE and CSA marks on the instrument, which we received during Q3 2021. Until further notice, we expect to continue to assemble our Barocycler 2320EXT instrument at our South Easton, MA location. We currently manufacture and assemble the Barocycler®, HUB440, HUB880, the SHREDDER SG3, and most of our consumables at our South Easton, MA facility. We will regularly reassess the tradeoffs between in-house assembly versus the benefits of outsourced relationships for of the entire Barocycler® product line, and future instruments. Investment in Equity Securities As of September 30, 2023, we held 100,250 We account for this investment in accordance with ASC 320 “Investments — Debt and Equity Securities.” ASC 320 requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in net income. As of September 30, 2023, our consolidated balance sheet reflected the fair value, determined on a recurring basis based on Level 1 inputs of our investment in Nexity, to be $ 77,918 14,280 Computation of Loss per Share Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For purposes of this calculation, convertible preferred stock, common stock dividends, and warrants and options to acquire common stock, are all considered common stock equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these are anti-dilutive to our net loss. The following table illustrates our computation of loss per share for the three and nine months ended September 30, 2023 and 2022: Schedule of Computation of Loss Per Share 2023 2022 2023 2022 For the Three Months Ended September 30, For the Nine months Ended September 30, 2023 2022 2023 2022 Numerator: Net loss attributable to common shareholders $ (6,261,999 ) $ (4,893,946 ) $ (24,666,565 ) $ (12,913,826 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 21,716,950 11,131,742 20,337,229 10,429,817 Loss per common share - basic and diluted $ (0.29 ) $ (0.44 ) $ (1.21 ) $ (1.24 ) The following table presents securities that could potentially dilute basic loss per share in the future. For all periods presented, the potentially dilutive securities were not included in the computation of diluted loss per share because these securities would have been anti-dilutive to our net loss. The Series D Convertible Preferred Stock, Series G Convertible Preferred Stock, Series H and H2 Convertible Preferred Stock, Series J Convertible Preferred Stock, Series K Convertible Preferred Stock, Series AA Convertible Preferred Stock, Series BB Convertible Stock and Series CC Convertible Preferred Stock are presented below as if they were converted into common shares according to the conversion terms. Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings Per Share As of September 30, 2023 2022 Stock options 3,420,754 1,307,822 Convertible debt 7,417,906 6,471,034 Common stock warrants 15,732,940 16,293,768 Convertible preferred stock: Series D Convertible Preferred Stock 6,250 25,000 Series G Convertible Preferred Stock - 26,857 Series H Convertible Preferred Stock - 33,334 Series H2 Convertible Preferred Stock - 70,000 Series J Convertible Preferred Stock - 115,267 Series K Convertible Preferred Stock - 229,334 Series AA Convertible Preferred Stock 8,601,000 8,645,000 Series BB Convertible Preferred Stock 8,580,000 - Series CC Convertible Preferred Stock 4,010,000 - 47,768,850 33,217,416 Accounting for Stock-Based Compensation Expense We maintain equity compensation plans under which incentive stock options and non-qualified stock options are granted to employees, independent members of our Board of Directors and outside consultants. We recognize stock-based compensation expense over the requisite service period using the Black-Scholes formula to estimate the fair value of the stock options on the date of grant. Determining Fair Value of Stock Option Grants The following table summarizes the assumptions we utilized for grants of stock options to the three sub-groups of our stock option recipients during the nine months ended September 30, 2023: Summary of Assumptions for Grants of Stock Options Assumptions CEO, other Officers and Employees Expected life 6.0 Expected volatility 130.5 % Risk-free interest rate 3.90 % Forfeiture rate 0 5.00 % Expected dividend yield 0.0 % Valuation and Amortization Method - The fair value of each option award is estimated on the date of the grant using the Black-Scholes pricing model based on certain assumptions. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period. Expected Term - The Company uses the simplified calculation of expected life, as the Company does not currently have sufficient historical exercise data on which to base an estimate of the expected term. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. Expected Volatility - Expected volatility is based on the Company’s historical stock volatility data over the expected term of the award. Risk-Free Interest Rate - The Company bases the risk-free interest rate used in the Black-Scholes valuation method on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term. Forfeitures - The Company records stock-based compensation expense only for those awards that are expected to vest. The Company estimated a forfeiture rate of 0 5 All of the outstanding non-qualified options had an exercise price that was at or above the Company’s common stock share price at time of issuance. The Company recognized stock-based compensation expense of $ 140,622 32,427 1,706,420 128,984 Schedule of Stock Based Compensation Expense For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Cost of sales $ 11,183 $ 2,184 $ 75,724 $ 8,694 Research and development 35,676 9,499 241,585 37,803 Selling and marketing 17,150 4,583 102,675 18,166 General and administrative 76,613 16,161 1,286,436 64,321 Total stock-based compensation expense $ 140,622 $ 32,427 $ 1,706,420 $ 128,984 Due to their short maturities, the carrying amounts for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and debt approximate their fair value. The carrying amount of long-term debt approximates fair value due to interest rates that approximate prevailing market rates. Fair Value Measurements The Company follows the guidance of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures The Company generally defines fair value 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 (exit price). The Company uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. 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; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions. A slight change in an unobservable input like volatility could have a significant impact on fair value measurement. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that its financial assets are classified within Level 1 in the fair value hierarchy. The development of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2023: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Fair value measurements at September 30, 2023 using: September 30, 2023 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities $ 77,918 $ 77,918 - - Total Financial Assets $ 77,918 $ 77,918 $ - $ - The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2022: Fair value measurements at December 31, 2022 using: December 31, 2022 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities 63,638 63,638 - - Total Financial Assets $ 63,638 $ 63,638 $ - $ - |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4) Commitments and Contingencies Operating Leases The Company accounts for its leases under ASC 842. The Company has elected to apply the short-term lease exception to leases of one year or less. Our corporate office is currently located at 14 Norfolk Avenue, South Easton, Massachusetts 02375. We are currently paying $ 7,650 December 31, 2023 We extended our lease for our space in Medford, MA (the “Medford Lease”) from December 30, 2020 to December 30, 2023. The lease required monthly payments of $ 7,282 The lease shall be automatically extended for additional three years unless either party terminates at least nine months prior to the expiration of the current lease term The Company accounted for the lease extension of our Medford Lease as a lease modification under ASC 842. At the effective date of modification, the Company recorded an adjustment to the right-of-use asset and lease liability in the amount of $ 221,432 12 On August 9, 2021, we entered into an operating lease agreement for our warehouse space in Sparks, NV (the “Sparks Lease”) for the period from September 1, 2021 through September 30, 2026. The lease contains escalating payments during the lease period. The lease can be extended for an additional three years if the Company provides notice at least six months prior to the expiration of the current lease term The Company accounted for the Sparks Lease as an operating lease under ASC 842. Upon the commencement of the lease, the Company recorded a right-of-use asset and lease liability in the amount of $ 239,327 12 Following is a schedule by years of future minimum rental payments required under operating leases with initial or remaining non-cancelable lease terms in excess of one year as of September 30, 2023: Schedule of Future Minimum Rental Payments Required Under Operating Leases Year Total October 1 – December 31, 2023 $ 15,887 2024 64,393 2025 66,969 2026 51,778 Total future undiscounted lease payments 199,027 Less imputed interest (61,481 ) Present value of lease liabilities $ 137,546 The operating cash flows from the operating leases were $ 122,671 82,001 2.59 Below is a table for the right of use asset and the corresponding lease liability in the consolidated balance sheets: Schedule of Right of Use Asset and the Corresponding Lease Liability Operating Leases September 30, 2023 December 31, 2022 Right of use asset $ 159,424 $ 282,095 Right of use liability, current $ 66,259 $ 142,171 Right of use liability, long term $ 71,287 $ 139,924 Total lease liability $ 137,546 $ 282,095 The weighted-average discount rate is 12 The Company had no financing leases during the nine months ended September 30, 2023 and 2022. The components of lease cost for operating leases for the nine months ended September 30, 2023 and 2022 are as follows: Schedule of Lease Cost for Operating Leases September 30, 2023 September 30, 2022 Operating lease cost $ 153,290 $ 152,193 Short-term lease cost 110,205 123,514 Total lease cost $ 263,495 $ 275,707 Battelle Memorial Institute In December 2008, we entered into an exclusive patent license agreement with the Battelle Memorial Institute (“ Battelle 1,200 2,000 3,000 4,000 5,000 Target Discovery Inc . In March 2010, we signed a strategic product licensing, manufacturing, co-marketing, and collaborative research and development agreement with Target Discovery Inc. (“ TDI TDI reagents In April 2012, we signed a non-exclusive license agreement with TDI to grant the non-exclusive use of our pressure cycling technology. We executed an amendment to this agreement on October 1, 2016 wherein we agreed to pay a monthly fee of $ 1,400 2,000 60,000 60,000 55,400 65,100 Severance and Change of Control Agreements Each of Mr. Schumacher, and Drs. Ting, and Lazarev, executive officers of the Company, are entitled to receive a severance payment if terminated by the Company without cause. The severance benefits would include a payment in an amount equal to one year of such executive officer’s annualized base salary compensation plus accrued paid time off. Additionally, the officer will be entitled to receive medical and dental insurance coverage for one year following the date of termination. Each of these executive officers, other than Mr. Schumacher, is entitled to receive a change of control payment in an amount equal to one year of such executive officer’s annualized base salary compensation, accrued paid time off, and medical and dental coverage, in the event of their termination upon a change of control of the Company. In the case of Mr. Schumacher, this payment would be equal to two years of annualized base salary compensation, accrued paid time off, and two years of medical and dental coverage. The severance payment is meant to induce the aforementioned executives to remain in the employ of the Company, in general, and particularly in the occurrence of a change in control, as a disincentive to the control change. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 5) Debt Convertible Debt On various dates during the nine months ended September 30, 2023, the Company issued convertible notes for net proceeds of approximate total of $ 4.3 1 12 0 120 2.50 1,832,757 For the nine months ended September 30, 2023, deferred financing costs and OID issued with the debt are $ 648,470 2,462,269 The summary of specific terms of the convertible notes and outstanding balances as of September 30, 2023, and December 31, 2022, are listed in the tables below. The convertible notes are from numerous parties and with original issue dates from July 2019 to September 2023 and maturity dates from July 2020 to September 2024 12.3 Schedule of Convertible Debts and Outstanding Balances September 30, 2023 December 31, 2022 Holders Interest Conversion Principal Interest Conversion Principal Main Investor 10 % $ 2.50 $ 8,586,750 10 % $ 2.50 ) $ 9,393,150 Others 0 24 % $ 2.50 7.50 10,379,763 0 24 % $ 2.50 7.50 8,886,036 Totals - 18,279,186 Discount 744,393 455,517 Net $ 18,222,120 $ 17,823,669 Notes: (1) Conversion price of these note is $ 2.50 189,750 25 729,100 2.50 (2) Conversion price of these notes is $ 2.50 a. Notes are convertible before maturity at $ 2.50 2.50 b. Notes are convertible upon an Event of Default at 75 c. Notes are convertible at $ 2.50 75 d. Notes can be voluntary converted at lower of 1) $ 2.50 2.50 2.50 30 e. Notes can be voluntary converted at lower of 1) $ 2.50 2.50 2.50 25 f. Conversion price is lower of (i) $ 2.50 g. Note can be converted at a Voluntary Conversion Price which is the lower of 1) $ 2.50 2.50 70 h. Conversion price is $ 2.50 1 i. Notes can be voluntarily converted before maturity at $ 2.50 2.50 10 j. Notes can be converted at the lesser of $ 2.5 25 35 k. Some notes are not convertible until 180 days from the date of issuance of the Note and following an Event of Default will be convertible at the lowest trading price of the 20 days prior to conversion. The loan with a principal balance of $ 950,000 l. Some notes can be converted at the lesser of $ 2.50 25 5 For the nine months ended September 30, 2023, the Company recognized amortization expense related to the debt discounts indicated above of $ 2,621,523 744,393 As of September 30, 2023, the principal balance that is secured by the assets of the Company’s subsidiary, PBI Agrochem, Inc. is $ 352,188 Standstill and Forbearance Agreements In recent years, the Company entered into Standstill and Forbearance Agreements with lenders who hold variable-rate convertible notes. Pursuant to these agreements the lenders agreed to not convert any portion of their notes into shares of common stock at a variable rate. During the nine months ended September 30, 2023, the Company settled one note with total principal of $ 302,484 272,500 253,425 Convertible Loan Modifications and Extinguishments We refinanced certain convertible loans during the nine months ended September 30, 2023 at substantially the same terms for extensions ranging over a period of two to nine months. We amortized any remaining unamortized debt discount as of the modification date over the remaining, extended term of the new loans. We applied ASC 470 of modification accounting to the debt instruments which were modified during the quarter or those settled with new notes issued concurrently for the same amounts but different maturity dates. The terms such as the interest rate, prepayment penalties, and default rates will be the same over the new extensions. According to ASC 470, an exchange of debt instruments between or a modification of a debt instrument by a debtor and a creditor in a nontroubled debt situation is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10 percent, the debt instruments are not considered to be substantially different and will be accounted for as modifications. The cash flows of new debt exceeded 10 0.7 3,917,898 4,067,898 1,346,800 741 Other Debt No notes in Other Debt are past due as of September 30, 2023. Schedule of Other Debt September 30, 2023 December 31, 2022 Holders Interest Rate Principal Interest Rate Principal Non-Convertible - ) $ 1,016,500 - ) $ 878,809 Merchant debt (3) 1,014,010 760,160 SBA (2) 3.75 % 162,522 3.75 % 150,000 Totals 2,193,032 $ 1,788,969 Discount - - Long Term 162,522 150,000 Short Term $ 2,030,510 $ 1,638,969 Notes: (1) Interest varies from 1 10 May 2, 2023 861,500 (2) The Company entered a COVID-19 government loan in 2020, the Economic Injury Disaster Loan (or “EIDL”). The Company’s EIDL loan, $ 150,000 3.75 731 14,719 2,197 367,039 1 367,039 (3) During the nine months ended September 30, 2023 and the year ended December 31, 2022 we signed various Merchant Agreements which are secured by second position rights to all customer receipts until the loan has been repaid in full and subject to interest rates of 4.1 100.9 maturity dates ranged from June 26, 2023 to October 15, 2023 maturity dates ranged from April 4 to June 6, 2023 Related Party Notes Schedule of Related Party Debt September 30, 2023 December 31, 2022 Holders Interest Rate Principal Interest Rate Principal Security Officers & Directors - ) $ 522,450 - ) $ 521,950 Unsecured Other Related Parties 12 % 126,050 12 % 120,850 Unsecured Totals 648,500 642,800 Discount 514 7,915 Net $ 647,986 $ 634,885 Notes: (1) Interest varies from 12 120 During the nine months ended September 30, 2023, we received short-term convertible loans of $ 164,700 5,514 159,000 12 120 2.50 We amortized $ 592,099 of debt discounts during the nine months ended September 30, 2023 for all non-convertible and related party notes. The total unamortized discount for all non-convertible and related party convertible notes as of September 30, 2023, and December 31, 2022 was $ 514 and $ 7,915 , respectively. |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | 6) Stockholders’ Deficit Preferred Stock We are authorized to issue 1,000,000 0.01 1,000,000 Schedule of Preferred Stock Outstanding September 30, 2023 December 31, 2022 Series D Convertible Preferred Stock, $ .01 850 75 300 300,000 $ - $ 3 Series G Convertible Preferred Stock, $ .01 240,000 80,570 - 806 Series H Convertible Preferred Stock, $ .01 10,000 no 10,000 - 100 Series J Convertible Preferred Stock, $ .01 6,250 no 3,458 - 35 Series K Convertible Preferred Stock, $ .01 15,000 no 6,880 - 68 Series AA Convertible Preferred Stock, $ .01 10,000 8,601 86 86 Series BB Convertible Preferred Stock, $ .01 1,000 858 no 10 - Series CC Convertible Preferred Stock, $ .01 2,000 401 no 4 - Series H2 Convertible Preferred Stock, $ .01 21 no 21 - - Series A Junior Participating Preferred Stock, $ .01 20,000 no - - Series A Convertible Preferred Stock, $ .01 313,960 no - - Series B Convertible Preferred Stock, $ .01 279,256 no - - Series C Convertible Preferred Stock, $ .01 88,098 no - - Series E Convertible Preferred Stock, $ .01 500 no - - Total Convertible Preferred Shares $ 100 $ 1,098 On May 1, 2023, Pressure Biosciences, Inc. (the “Company”) filed Articles of Amendment to Restated Articles of Organization (the “Amendment”) with the Secretary of the Commonwealth of Massachusetts to designate 1,000 0.01 2,000 0.01 Series BB Preferred Stock Rank 0.01 Dividends Voting Rights The holders of Series BB Preferred Stock shall have the right to vote along with the holders of Common Stock in an amount equal to 10,000 votes for each share of Series BB Preferred Stock held Voluntary Conversion 10,000 Company Forced Conversion 300 2.50 Series CC Preferred Stock Rank Quarterly Dividends 8 Junior Stock Dividends Class Voting Rights 10 75 50 General Voting Rights Liquidation Preference 25,000.00 Voluntary Conversion 2.50 Company Forced Conversion 300 10 Conversion Restriction 4.99 During the nine months ended September 30, 2023 the Company issued a total of 953 401 ● 92 617,200 ● 741 2,683,600 ● 58 539,487 ● 62 ● 95 ● 401 10,017,212 Stock Options and Warrants At the Company’s December 30, 2021 Special Meeting, the shareholder’s approved the 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to which 3,000,000 3,420,754 As of September 30, 2023, total unrecognized compensation cost related to the unvested stock-based awards was $ 963,322 2.2 0.20 0.00 The following table summarizes information concerning options and warrants outstanding and exercisable: Schedule of Concerning Options and Warrants Outstanding and Exercisable Stock Options Warrants Weighted Average Weighted Average Total Shares price per share Shares price per share Shares Exercisable Balance outstanding, December 31, 2022 1,307,822 $ 0.72 16,278,769 $ 3.50 17,586,591 17,570,591 Granted 2,230,484 1.50 100,000 3.50 2,330,484 Exercised (117,552 ) 0.69 - - (117,552 ) Expired - - (645,829 ) 3.50 (645,829 ) Forfeited - - - - - Balance outstanding, September 30, 2023 3,420,754 $ 1.23 15,732,940 $ 3.50 19,153,694 18,289,721 As of September 30, 2023, the 3,420,754 1.23 8.14 7.75 2,556,781 On April 13, 2023, the Board authorized a 3-year extension of common stock warrants held by Series AA preferred shares holders. Therefore, 8,897,603 3,626,950 As of September 30, 2023, the warrants outstanding have a $ 3.50 2.42 Common Stock and Warrant Issuances During the nine months ended September 30, 2023, the Company accrued approximately $ 3,715,204 634,305 During the nine months ended September 30, 2023 the Company issued a total of 9,717,035 ● 4,094,121 3,715,204 ● 1,630,500 1,917,036 203,613 509,033 117,552 0.69 142,767 162,528 1,258,742 1,293,270 1,346,800 1,671,573 60,000 150,000 ● 1,486,940 During the nine months ended September 30, 2023, the Company issued 100,000 3.50 61,609 During the nine months ended September 30, 2022, we issued 3,100,085 shares of restricted common stock to accredited investors and consultants, 140,200 shares with a fair value of $ 350,500 for conversions of debt principal and interest for common stock, 1,172,100 of the shares with a fair value of $ 2,196,278 were issued for interest paid-in-kind, 190,500 of the shares with a fair value of $ 312,875 were issued for services rendered, 170,306 shares with a fair value of $ 306,333 for dividends paid-in-kind, 368,500 shares with a fair value $ 512,593 for new convertible debt issuances, 25,279 shares with a fair value of $ 17,433 from a stock option exercise, 1,028,800 shares with a fair value of $ 1,714,678 for debt extension and shareholders converted shares of series AA convertible preferred stock into 4,400 shares of common stock During the nine months ended September 30, 2022, we issued 277,500 3.50 280,608 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 7) Subsequent Events From October 1, 2023, through November 10, 2023, the Company issued seven (7) convertible loan with a principal balance of $ 439,000 . The terms of the convertible notes were 15 days to 12 months with interest rates of 10 - 120 % and convertible into the Company’s common stock at a fixed rate of $ 2.50 per share. In this time the Company also issued 278,500 shares of common stock for new convertible debt loans in the third quarter, 455,350 shares of common stock for accrued interest paid-in-kind, 310,000 shares of common stock for debt extensions, 505,000 shares of common stock from the conversion of Series BB preferred stock, 145,809 shares of common stock for Series AA preferred dividends and 40 Series BB preferred stock for professional services. On October 18, 2023, the Board of Directors (the “Board”) of Pressure BioSciences, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Pressure BioSciences, Inc. 2021 Equity Incentive Plan (the “Plan”). The Plan originally provided that no one person could be granted awards pursuant to the Plan during any one fiscal year to purchase more than 300,000 0.01 500,000 On the same date, the Board granted a total of 1,500,000 0.25 25 25 3 In addition, on the same date, the Board approved the repricing of all outstanding options (including those held by the Board members and the named executive officers) to $ 0.25 0.69 1.50 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, forward-looking statements are identified by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. Such statements include, without limitation, statements regarding: ● our need for, and our ability to raise, additional equity or debt financing on acceptable terms, if at all; ● our need to take additional cost reduction measures, cease operations or sell our operating assets, if we are unable to obtain sufficient additional financing; ● our belief that we will have sufficient liquidity to finance normal operations for the foreseeable future; ● the options we may pursue in light of our financial condition; ● the potential applications for Ultra Shear Technology ( UST ● the potential applications of the BaroFold high-pressure protein refolding and disaggregation technology ● the amount of cash necessary to operate our business; ● the anticipated uses of grant revenue and the potential for increased grant revenue in future periods; ● our plans and expectations with respect to our continued operations; ● the expected number of Pressure Cycling Technology (“PCT”) and Constant Pressure (“CP”) based units that we believe will be installed and the expected revenues from the sale of consumable products, extended service contracts, and biopharma contract services; ● our belief that PCT has achieved initial market acceptance in the mass spectrometry and other markets; ● the expected development and success of new instrument and consumables product offerings; ● the potential applications for our instrument and consumables product offerings; ● the expected expenses of, and benefits and results from, our research and development efforts; ● the expected benefits and results from our collaboration programs, strategic alliances and joint ventures; ● our expectations of the results of our development activities funded by government research grants; ● the potential size of the market for biological sample preparation, biopharma contract services and Ultra Shear Technology; ● general economic conditions; ● the anticipated future financial performance and business operations of our company; ● our reasons for resources expended in the market for genomic, proteomic, lipidomic and small molecule sample preparation; ● the importance of mass spectrometry as a laboratory tool; ● the advantages of PCT over other current technologies as a method of biological sample preparation and protein characterization in biomarker discovery, forensics, and histology, as well as for other applications; ● the capabilities and benefits of our PCT Sample Preparation System, consumables and other products; ● our belief that laboratory scientists will achieve results comparable with those reported to date by certain research scientists who have published or presented publicly on PCT and our other products and services; ● our ability to retain our core group of scientific, administrative and sales personnel; and ● our ability to expand our customer base in sample preparation and for other applications of PCT, as well as for our other products and services in both the BaroFold and Ultra Shear Technology areas. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements, expressed or implied, by such forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. Factors that could cause or contribute to differences in our future financial and other results include those discussed in the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 and in this Report. We qualify all of our forward-looking statements by these cautionary statements. Pressure BioSciences, Inc. (OTCQB: PBIO The Company was founded on the belief that its PCT platform had the potential to significantly increase the quality of sample preparation in both research and clinical settings. This premise has been well proven and PBI has been successful in installing its PCT platform in the laboratories of key opinion leaders worldwide. Although developed subsequently, the Company now assesses that the commercial potential for its UST platform across diverse multi-billion dollar markets far exceeds the potential of the PCT platform. Consequently, in January 2022, PBI made the critical strategy decision to immediately shift its primary business focus from PCT to its innovative UST Platform. The UST Platform The BaroFold Platform The PCT Platform 2023 Key Accomplishments From January 1, 2023 to September 30, 2023, we announced the following key accomplishments: ● September 22: ● September 21: ● September 8: ● August 30: ● August 22: ● August 9: . ● July 26: ● July 25: ● July 17: ● July 10: ● July 6: ● July 5: ● June 13: ● June 1: ● May 22: ● May 16: ● May 9: ● April 26: ● April 21, 2023: ● April 18: ● April 14: ● April 6, 2023: ● March 28: ● March 22: ● March 1: ● February 1: ● January 27: ● January 19: Results of Operations The following disclosure compares the results of operations for the quarter ended September 30, 2023 (“Q2 2023”) with September 30, 2022 (“Q2 2022”) and compares the nine months ended September 30, 2023 with September 30, 2022. Products and Services Revenue We recognized total revenue of $413,009 for Q3 2023 compared to $144,032 for Q3 2022, a 187% increase. For the year-to-date periods ending September 30, 2023 and September 30, 2022, we recognized revenue of $1,665,412 and $1,122,169 respectively, a 48% increase. This increase in revenue was primarily attributable to a $506,828 increase in PCT instrumentation and consumable sales, a $30,295 increase in technical support services and an $87,378 increase in Agrochem products, offset by a decrease of $89,350 in scientific services. Cost of Products and Services The cost of products and services was $229,457 for Q3 2023 compared to $126,203 for Q3 2022. For the year-to-date periods ending September 30, 2023 and September 30, 2022 our cost of products and services were $844,684 and $742,707, respectively. Gross profit margin on products and services increased to 49% in the year-to-date period ended September 30, 2023 from 34% in the same period ended September 30, 2022. The increase in gross profit margin was attributable to $180,670 of Agrochem products sold in 2023 at no cost due to 2022 inventory write-off and a $79,901 instrument non-monetary exchange sale in 2022 was recorded at no profit. Research and Development Research and development expenses were $288,345 for Q3 2023 compared to $262,370 for Q3 2022. For the year-to-date periods ending September 30, 2023 and September 30, 2022, these expenses were $1,004,437 and $716,685, respectively, a 40% increase. The reported increase was due to a $71,777 reclass of salaries to COGS for a non-monetary instrument exchange in 2022 and $241,585 of stock-based compensation expense for employee stock options issued in 2023. Selling and Marketing Selling and marketing expenses were $157,773 for Q3 2023 compared to $226,526 for Q3 2022. For the year-to-date periods ending September 30, 2023 and September 30, 2022, these expenses were $537,802 and $422,422, respectively a 27% increase The reported increase was primarily attributable to the hiring of a Marketing FTE in Q2 2023 and $102,675 of stock-based compensation expense for employee stock options issued in 2023. General and Administrative General and administrative expenses were $1,030,244 for Q3 2023 compared to $892,293 for Q3 2022. For the year-to-date periods ending September 30, 2023 and September 30, 2022, these expenses were $5,290,564 and $2,591,644, respectively, a 104% increase. The increase was primarily due to approximately $2.0 million common stock and warrants issued for services, approximately $1.3 million of stock-based compensation expense for employee, BOD and financial consultant stock options issued in 2023, and approximately $132,000 of financial consulting expenses in 2023, offset by an approximately $423,000 decrease in IR expenses. Operating Loss Operating loss was $1,292,809 for Q3 2023 compared to $1,363,360 for Q3 2022. For the year-to-date periods ending September 30, 2023 and September 30, 2022, the operating loss was $6,012,075 and $3,551,289 respectively, a 79% increase. This increase was primarily due to $2.0 millions in common stock and warrants issued for services and $1.7 million of stock-based compensation expense for employee, BOD financial consultant stock options issued in 2023, offset by an approximate $423,000 decrease in IR expenses. Interest Expense, net Interest expense was $4,338,759 for Q3 2023 compared to $2,034,021 for Q3 2022. For the year-to-date periods ending September 30, 2023 and September 30, 2022, these expenses were $14,112,098 and $6,448,771, respectively, a 119% increase. This increase was attributable to an increase in convertible debt and merchant cash loans, in addition to stock issuances for interest paid in kind and stock issued for debt extensions. Unrealized gain on investment in equity securities Unrealized loss on investments in equity securities was $5,965 for Q3 2023 compared to an unrealized loss of $8,675 for Q3 2022. For the nine months ended September 30, 2023, the unrealized gain on investment in equity securities was $14,280 as compared to an unrealized loss of $8,047 for the nine months ended September 30, 2022. The reported change was attributable to movement in the market price of the Company’s investment in Nexity. Loss on extinguishment of liabilities In connection with debt extensions and forgiveness, we recognized a net gain of $0 for Q3 2023 compared to $1,054,122 of losses for Q3 2022. For the nine months ended September 30, 2023 the recognized net gain of $687,591 as compared to a net loss of $1,809,249 for the nine months ended September 30, 2022. The increase/decline in gains/losses was attributable to decreased extension and forgiveness activity. Net loss attributable to common stockholders Net loss attributable to common stockholders was $6,261,999 ($0.29 per share) for Q3 2023 compared to $4,893,946 ($0.44 per share) for Q3 2022. For the nine months ended September 30, 2023, the net loss attributable to common stock was $24,666,565 ($1.21 per share) as compared to $12,913,826 ($1.24 per share). Liquidity and Financial Condition We have experienced negative cash flows from operations since our inception. As of September 30, 2023, we did not have adequate working capital resources to satisfy our current liabilities and as a result, we have substantial doubt regarding our ability to continue as a going concern. As described in Notes 5 and 6 of the accompanying consolidated financial statements, we have been successful in raising debt and equity capital. We received approximately $6.5 million in net proceeds from loans in the nine months ended September 30, 2023. We have efforts in place to continue to raise cash through debt and equity offerings. (See Note 7 to the financial statements) We will need substantial additional capital to fund our operations in future periods. If we are unable to obtain financing on acceptable terms, or at all, we will likely be required to cease our operations, pursue a plan to sell our operating assets, or otherwise modify our business strategy, which could materially harm our future business prospects. Net cash used in operations for the nine months ended September 30, 2023 was $2,053,823 as compared to $3,051,257 for the nine months ended September 30, 2022. Net cash used in investing activities for the nine months ended September 30, 2023 was $7,495 compared to $20,754 in the nine months ended September 30, 2022. Net cash provided by financing activities for the nine months ended September 30, 2023 was $2,062,716 as compared to $3,170,580 for the nine months ended September 30, 2022. This Item 3 is not applicable to us as a smaller reporting company and has been omitted. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 filings are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management was necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of September 30, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective. Our conclusion that our disclosure controls and procedures were not effective as of September 30, 2023 is due to the continued presence of the material weaknesses in our internal control over financial reporting identified in our Annual Report on Form 10-K for the year ended December 31, 2022. These material weaknesses are the following: ● We identified a lack of sufficient segregation of duties. Specifically, this material weakness is such that the design over these areas relies primarily on detective controls and could be strengthened by adding preventative controls to properly safeguard Company assets. ● Management has identified a lack of sufficient personnel in the accounting function due to our limited resources with appropriate skills, training, and experience to perform the review processes to ensure the complete and proper application of generally accepted accounting principles, particularly as it relates to valuation of warrants and other complex debt /equity transactions. Specifically, this material weakness resulted in audit adjustments to the annual consolidated financial statements and revisions to related disclosures, valuation of warrants and other equity transactions. ● Limited policies and procedures that cover recording and reporting of financial transactions. ● Lack of multiple levels of review over the financial reporting process We continue to plan to remediate those material weaknesses as follows: ● Improve the effectiveness of the accounting group by augmenting our existing resources with additional consultants or employees to assist in the analysis and recording of complex accounting transactions, and to simultaneously achieve desired organizational structuring for improved segregation of duties. We plan to mitigate this identified deficiency by hiring an independent consultant once we generate significantly more revenue or raise significant additional working capital. ● Improve expert review and achieve desired segregation procedures by strengthening cross approval of various functions including quarterly internal audit procedures where appropriate once we generate significantly more revenue or raise significantly more working capital. During the period covered by this Report, we implemented and performed additional substantive procedures, such as supervisory review of work papers and consistent use of financial models used in equity valuations, to ensure our consolidated financial statements as of and for the six-month period ended September 30, 2023, are fairly stated in all material respects in accordance with GAAP. We have not, however, been able to fully remediate the material weaknesses due to our limited financial resources. Our remediation efforts are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner. Except as described above, there have been no changes in our internal controls over financial reporting that occurred during the period ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. Factors that could cause or contribute to differences in our future financial and operating results include those discussed in the risk factors set forth in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2022 and, in this Item, 1A. The risks described in our Form 10-K and this Report are not the only risks that we face. Additional risks not presently known to us or that we do not currently consider significant may also have an adverse effect on the Company. If any of the risks occur, our business, results of operations, cash flows or financial condition could suffer. There have been no material changes to the risk factors set forth in Item 1A of our 10-K for the year ended December 31, 2022. Except where noted, all the securities discussed in this Part II, Item 2 were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. On various dates in the nine months ended September 30, 2023 the Company issued a total of 9,917,035 of its common shares, 953 shares of Series BB preferred stock and 401 shares of Series CC preferred stock as follows: ● 117,552 shares from option exercises; ● 1,630,500 shares for professional services; ● 1,346,800 shares for debt extensions; ● 203,613 shares for conversion of debt and interest; ● 142,767 shares for dividends paid-in-kind; ● 4,094,121 shares for interest paid-in-kind; ● 1,258,742 shares for shares issued with debt; ● 60,000 shares from sale of common shares; ● 95 shares of Series BB preferred stock was converted to common stock; ● 92 shares of Series BB preferred stock for professional services; ● 741 shares of Series BB preferred stock for debt extensions; ● 58 shares of Series BB preferred stock issued with debt; ● 401 shares of Series CC preferred stock for conversion of debt/accrued interest and dividends, and ● 62 shares of Series BB preferred stock for the conversion of common stock. None. Not applicable. None. Exhibits 21.1* Securities Issuance and Exchange Agreement 31.1* Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)) 31.2* Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)) 32.1** Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 32.2** Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PRESSURE BIOSCIENCES, INC. Date: November 20, 2023 By: /s/ Richard T. Schumacher Richard T. Schumacher President & Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited interim financial statements of Pressure BioSciences, Inc. and its consolidated subsidiaries (collectively, the “Company”) included herein have been prepared by the Company in accordance with the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission. Under these rules and regulations, some information and footnote disclosures normally included in financial statements prepared under accounting principles generally accepted in the United States of America have been shortened or omitted. Management believes that all adjustments necessary for a fair statement of the financial position and the results of operations for the periods shown have been made. All adjustments are normal and recurring. These financial statements should be read together with the Company’s audited financial statements included in its Form 10-K for the fiscal year ended December 31, 2022. Operating results for the nine months ended September 30, 2023 are not necessarily indicative of the final results that may be expected for the year ending December 31, 2023. |
Use of Estimates | Use of Estimates The Company’s consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Global concerns about the COVID-19 pandemic have adversely affected, and we expect will continue to adversely affect, our business, financial condition and results of operations including the estimates and assumptions made by management. Significant estimates and assumptions include valuations of share-based awards, investments in equity securities and intangible asset impairment. Actual results could differ from the estimates, and such differences may be material to the Company’s consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes the beneficial conversion separation model for convertible debt. As a result, after adopting the guidance, entities will no longer account for beneficial conversion features in equity. The guidance is effective for public business entities, other than small reporting company’s financial statements starting January 1, 2022, with early adoption permitted. The Company is a small reporting company and early adopted the new guidance on January 1, 2022 using the modified retrospective approach and recorded a cumulative effect of adoption equal to a $ 2,728,243 2,255,216 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which requires measurement and recognition of expected credit losses for financial assets held. We adopted this new accounting guidance effective January 1, 2023. The adoption did not have a material impact on our consolidated financial statements and disclosures and did not significantly impact the Company’s accounting policies or estimation methods related to the allowance for doubtful accounts. The Company does not have any reserve for doubtful accounts due to its customers being distributors, universities, research organizations and government agencies. In the past several years, all its customers have paid in full without any need for a write-down. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Pressure BioSciences, Inc., and its wholly owned subsidiaries PBI BioSeq, Inc. and PBI Agrochem, Inc. All intercompany accounts and transactions have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers We identify a performance obligation as distinct if both the following criteria are true: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Determining the standalone selling price (“SSP”) and allocation of consideration from a contract to the individual performance obligations, and the appropriate timing of revenue recognition, is the result of significant qualitative and quantitative judgments. Management considers a variety of factors such as historical sales, usage rates, costs, and expected margin, which may vary over time depending upon the unique facts and circumstances related to each performance obligation in making these estimates. While changes in the allocation of the SSP between performance obligations will not affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which would have a material effect on our financial position and result of operations. This is because the contract consideration is allocated to each performance obligation, delivered or undelivered, at the inception of the contract based on the SSP of each distinct performance obligation. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenues as consistent with treatment in prior periods. Our current Barocycler® instruments require a basic level of instrumentation expertise to set-up for initial operation. To support a favorable first experience for our customers, upon customer request, and for an additional fee, we will send a highly trained technical representative to the customer site to install Barocyclers® that we sell, lease, or rent through our domestic sales force. The installation process includes uncrating and setting up the instrument, followed by introductory user training. Our sales arrangements do not provide our customers with a right of return. Any shipping costs billed to customers are recognized as revenue. Most of our instrument and consumable contracts contain pricing that is based on the market price for the product at the time of delivery. Our obligations to deliver product volumes are typically satisfied and revenue is recognized when control of the product transfers to our customers. Concurrent with the transfer of control, we typically receive the right to payment for the shipped product and the customer takes on the significant risks and rewards of ownership of the product. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. Revenue from scientific services customers is recognized upon completion of each stage of service as defined in service agreements. We apply ASC 845, “Accounting for Non-Monetary Transactions”, to account for products and services sold through non-cash transactions based on the fair values of the products and services involved, where such values can be determined. Non-cash exchanges would require revenue to be recognized at recorded cost or carrying value of the assets or services sold if any of the following conditions apply: a) The fair value of the asset or service involved is not determinable. b) The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange. c) The transaction lacks commercial substance. We recognize revenue for non-cash transactions at recorded cost or carrying value of the assets or services sold. We account for lease agreements of our instruments in accordance with ASC 842, Leases. We record revenue over the life of the lease term, and we record depreciation expense on a straight-line basis over the thirty-six-month estimated useful life of the Barocycler® instrument. The depreciation expense associated with assets under lease agreement is included in the “Cost of PCT products and services” line item in our accompanying consolidated statements of operations. Many of our lease and rental agreements allow the lessee to purchase the instrument at any point during the term of the agreement with partial or full credit for payments previously made. We pay all maintenance costs associated with the instrument during the term of the leases. Deferred revenue represents amounts received from service contracts for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. Revenue from service contracts is recorded ratably over the length of the contract. Disaggregation of revenue In the following table, revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition. Schedule of Disaggregation of Revenue In thousands of US dollars ($) Three Months Ended Nine Months Ended Primary geographical markets 2023 2022 2023 2022 North America $ 251 $ 138 $ 1,067 $ 709 Europe 76 13 130 61 Asia 86 (7 ) 468 352 $ 413 $ 144 $ 1,665 $ 1,122 Three Months Ended Nine Months Ended Major products/services lines 2023 2022 2023 2022 Hardware $ 273 $ 1 $ 994 $ 532 Consumables 50 49 173 165 Contract research services -1 - 35 125 Sample preparation accessories 31 41 113 93 Technical support/extended service contracts 34 41 123 94 Agrochem Products 15 10 181 93 Shipping and handling 11 2 38 20 Other - - 8 - $ 413 $ 144 $ 1,665 $ 1,122 Three Months Ended Nine Months Ended Timing of revenue recognition 2023 2022 2023 2022 Products transferred at a point in time $ 379 $ 103 $ 1,506 $ 903 Services transferred over time 34 41 159 219 $ 413 $ 144 $ 1,665 $ 1,122 Contract balances Schedule of Contract Balances In thousands of US dollars ($) September 30, 2023 December 31, 2022 Receivables, which are included in ‘Accounts Receivable’ $ 329 $ 295 Contract liabilities (deferred revenue) 59 60 Transaction price allocated to the remaining performance obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. Schedule of Future Related to Performance Obligations In thousands of US dollars ($) 2023 2024 Total Extended warranty service $ 48 $ 11 $ 59 All consideration from contracts with customers is included in the amounts presented above. Contract Costs The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. The costs to obtain a contract are recorded immediately in the period when the revenue is recognized either upon shipment or installation. The costs to obtain a service contract are considered immaterial when spread over the life of the contract so the Company records the costs immediately upon billing. |
Concentrations | Concentrations Credit Risk Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash, cash equivalents, and trade receivables. We have cash investment policies which, among other things, limit investments to investment-grade securities. We perform ongoing credit evaluations of our customers, and the risk with respect to trade receivables is further mitigated by the fact that many of our customers are government institutions, large pharmaceutical and biotechnology companies, and academic laboratories. The following table illustrates the level of concentration as a percentage of total revenues during the three and nine months ended September 30, 2023 and 2022. Schedule of Customer Concentration Risk Percentage Three Months Ended Nine months Ended 2023 2022 2023 2022 Top five customers 80 % 42 % 49 % 31 % Federal agencies 18 % 4 % 5 % 1 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of September 30, 2023 and December 31, 2022. The Top Five Customers category may include federal agency receivable balances if applicable. September 30, December 31, Top five customers 80 % 93 % Federal agencies 22 % 0 % |
Product Supply | Product Supply In recent years we utilized a contract assembler for our Barocycler® 2320EXT. They provided us with precision manufacturing services that included management support services to meet our specific application and operational requirements. Among the services provided to us were: ● CNC Machining ● Contract Assembly & Kitting ● Component and Subassembly Design ● Inventory Management ● ISO certification Beginning in July 2021, we brought the assembly of our Barocycler 2320EXT instruments in-house. This became necessary when our independent contract assembler (CBM Industries) informed us that they were about to need 100% of their assembly space for one of their customers (one of the largest life science instrument manufacturers in the U.S.). We worked with our notified body to gain approval to use both the CE and CSA marks on the instrument, which we received during Q3 2021. Until further notice, we expect to continue to assemble our Barocycler 2320EXT instrument at our South Easton, MA location. We currently manufacture and assemble the Barocycler®, HUB440, HUB880, the SHREDDER SG3, and most of our consumables at our South Easton, MA facility. We will regularly reassess the tradeoffs between in-house assembly versus the benefits of outsourced relationships for of the entire Barocycler® product line, and future instruments. |
Investment in Equity Securities | Investment in Equity Securities As of September 30, 2023, we held 100,250 We account for this investment in accordance with ASC 320 “Investments — Debt and Equity Securities.” ASC 320 requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in net income. As of September 30, 2023, our consolidated balance sheet reflected the fair value, determined on a recurring basis based on Level 1 inputs of our investment in Nexity, to be $ 77,918 14,280 |
Computation of Loss per Share | Computation of Loss per Share Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For purposes of this calculation, convertible preferred stock, common stock dividends, and warrants and options to acquire common stock, are all considered common stock equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these are anti-dilutive to our net loss. The following table illustrates our computation of loss per share for the three and nine months ended September 30, 2023 and 2022: Schedule of Computation of Loss Per Share 2023 2022 2023 2022 For the Three Months Ended September 30, For the Nine months Ended September 30, 2023 2022 2023 2022 Numerator: Net loss attributable to common shareholders $ (6,261,999 ) $ (4,893,946 ) $ (24,666,565 ) $ (12,913,826 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 21,716,950 11,131,742 20,337,229 10,429,817 Loss per common share - basic and diluted $ (0.29 ) $ (0.44 ) $ (1.21 ) $ (1.24 ) The following table presents securities that could potentially dilute basic loss per share in the future. For all periods presented, the potentially dilutive securities were not included in the computation of diluted loss per share because these securities would have been anti-dilutive to our net loss. The Series D Convertible Preferred Stock, Series G Convertible Preferred Stock, Series H and H2 Convertible Preferred Stock, Series J Convertible Preferred Stock, Series K Convertible Preferred Stock, Series AA Convertible Preferred Stock, Series BB Convertible Stock and Series CC Convertible Preferred Stock are presented below as if they were converted into common shares according to the conversion terms. Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings Per Share As of September 30, 2023 2022 Stock options 3,420,754 1,307,822 Convertible debt 7,417,906 6,471,034 Common stock warrants 15,732,940 16,293,768 Convertible preferred stock: Series D Convertible Preferred Stock 6,250 25,000 Series G Convertible Preferred Stock - 26,857 Series H Convertible Preferred Stock - 33,334 Series H2 Convertible Preferred Stock - 70,000 Series J Convertible Preferred Stock - 115,267 Series K Convertible Preferred Stock - 229,334 Series AA Convertible Preferred Stock 8,601,000 8,645,000 Series BB Convertible Preferred Stock 8,580,000 - Series CC Convertible Preferred Stock 4,010,000 - 47,768,850 33,217,416 |
Accounting for Stock-Based Compensation Expense | Accounting for Stock-Based Compensation Expense We maintain equity compensation plans under which incentive stock options and non-qualified stock options are granted to employees, independent members of our Board of Directors and outside consultants. We recognize stock-based compensation expense over the requisite service period using the Black-Scholes formula to estimate the fair value of the stock options on the date of grant. Determining Fair Value of Stock Option Grants The following table summarizes the assumptions we utilized for grants of stock options to the three sub-groups of our stock option recipients during the nine months ended September 30, 2023: Summary of Assumptions for Grants of Stock Options Assumptions CEO, other Officers and Employees Expected life 6.0 Expected volatility 130.5 % Risk-free interest rate 3.90 % Forfeiture rate 0 5.00 % Expected dividend yield 0.0 % Valuation and Amortization Method - The fair value of each option award is estimated on the date of the grant using the Black-Scholes pricing model based on certain assumptions. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period. Expected Term - The Company uses the simplified calculation of expected life, as the Company does not currently have sufficient historical exercise data on which to base an estimate of the expected term. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. Expected Volatility - Expected volatility is based on the Company’s historical stock volatility data over the expected term of the award. Risk-Free Interest Rate - The Company bases the risk-free interest rate used in the Black-Scholes valuation method on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term. Forfeitures - The Company records stock-based compensation expense only for those awards that are expected to vest. The Company estimated a forfeiture rate of 0 5 All of the outstanding non-qualified options had an exercise price that was at or above the Company’s common stock share price at time of issuance. The Company recognized stock-based compensation expense of $ 140,622 32,427 1,706,420 128,984 Schedule of Stock Based Compensation Expense For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Cost of sales $ 11,183 $ 2,184 $ 75,724 $ 8,694 Research and development 35,676 9,499 241,585 37,803 Selling and marketing 17,150 4,583 102,675 18,166 General and administrative 76,613 16,161 1,286,436 64,321 Total stock-based compensation expense $ 140,622 $ 32,427 $ 1,706,420 $ 128,984 Due to their short maturities, the carrying amounts for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and debt approximate their fair value. The carrying amount of long-term debt approximates fair value due to interest rates that approximate prevailing market rates. |
Fair Value Measurements | Fair Value Measurements The Company follows the guidance of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures The Company generally defines fair value 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 (exit price). The Company uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. 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; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions. A slight change in an unobservable input like volatility could have a significant impact on fair value measurement. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that its financial assets are classified within Level 1 in the fair value hierarchy. The development of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2023: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Fair value measurements at September 30, 2023 using: September 30, 2023 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities $ 77,918 $ 77,918 - - Total Financial Assets $ 77,918 $ 77,918 $ - $ - The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2022: Fair value measurements at December 31, 2022 using: December 31, 2022 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities 63,638 63,638 - - Total Financial Assets $ 63,638 $ 63,638 $ - $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | In the following table, revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition. Schedule of Disaggregation of Revenue In thousands of US dollars ($) Three Months Ended Nine Months Ended Primary geographical markets 2023 2022 2023 2022 North America $ 251 $ 138 $ 1,067 $ 709 Europe 76 13 130 61 Asia 86 (7 ) 468 352 $ 413 $ 144 $ 1,665 $ 1,122 Three Months Ended Nine Months Ended Major products/services lines 2023 2022 2023 2022 Hardware $ 273 $ 1 $ 994 $ 532 Consumables 50 49 173 165 Contract research services -1 - 35 125 Sample preparation accessories 31 41 113 93 Technical support/extended service contracts 34 41 123 94 Agrochem Products 15 10 181 93 Shipping and handling 11 2 38 20 Other - - 8 - $ 413 $ 144 $ 1,665 $ 1,122 Three Months Ended Nine Months Ended Timing of revenue recognition 2023 2022 2023 2022 Products transferred at a point in time $ 379 $ 103 $ 1,506 $ 903 Services transferred over time 34 41 159 219 $ 413 $ 144 $ 1,665 $ 1,122 |
Schedule of Contract Balances | Contract balances Schedule of Contract Balances In thousands of US dollars ($) September 30, 2023 December 31, 2022 Receivables, which are included in ‘Accounts Receivable’ $ 329 $ 295 Contract liabilities (deferred revenue) 59 60 |
Schedule of Future Related to Performance Obligations | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. Schedule of Future Related to Performance Obligations In thousands of US dollars ($) 2023 2024 Total Extended warranty service $ 48 $ 11 $ 59 |
Schedule of Customer Concentration Risk Percentage | The following table illustrates the level of concentration as a percentage of total revenues during the three and nine months ended September 30, 2023 and 2022. Schedule of Customer Concentration Risk Percentage Three Months Ended Nine months Ended 2023 2022 2023 2022 Top five customers 80 % 42 % 49 % 31 % Federal agencies 18 % 4 % 5 % 1 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of September 30, 2023 and December 31, 2022. The Top Five Customers category may include federal agency receivable balances if applicable. September 30, December 31, Top five customers 80 % 93 % Federal agencies 22 % 0 % |
Schedule of Computation of Loss Per Share | The following table illustrates our computation of loss per share for the three and nine months ended September 30, 2023 and 2022: Schedule of Computation of Loss Per Share 2023 2022 2023 2022 For the Three Months Ended September 30, For the Nine months Ended September 30, 2023 2022 2023 2022 Numerator: Net loss attributable to common shareholders $ (6,261,999 ) $ (4,893,946 ) $ (24,666,565 ) $ (12,913,826 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 21,716,950 11,131,742 20,337,229 10,429,817 Loss per common share - basic and diluted $ (0.29 ) $ (0.44 ) $ (1.21 ) $ (1.24 ) |
Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings Per Share As of September 30, 2023 2022 Stock options 3,420,754 1,307,822 Convertible debt 7,417,906 6,471,034 Common stock warrants 15,732,940 16,293,768 Convertible preferred stock: Series D Convertible Preferred Stock 6,250 25,000 Series G Convertible Preferred Stock - 26,857 Series H Convertible Preferred Stock - 33,334 Series H2 Convertible Preferred Stock - 70,000 Series J Convertible Preferred Stock - 115,267 Series K Convertible Preferred Stock - 229,334 Series AA Convertible Preferred Stock 8,601,000 8,645,000 Series BB Convertible Preferred Stock 8,580,000 - Series CC Convertible Preferred Stock 4,010,000 - 47,768,850 33,217,416 |
Summary of Assumptions for Grants of Stock Options | The following table summarizes the assumptions we utilized for grants of stock options to the three sub-groups of our stock option recipients during the nine months ended September 30, 2023: Summary of Assumptions for Grants of Stock Options Assumptions CEO, other Officers and Employees Expected life 6.0 Expected volatility 130.5 % Risk-free interest rate 3.90 % Forfeiture rate 0 5.00 % Expected dividend yield 0.0 % |
Schedule of Stock Based Compensation Expense | Schedule of Stock Based Compensation Expense For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Cost of sales $ 11,183 $ 2,184 $ 75,724 $ 8,694 Research and development 35,676 9,499 241,585 37,803 Selling and marketing 17,150 4,583 102,675 18,166 General and administrative 76,613 16,161 1,286,436 64,321 Total stock-based compensation expense $ 140,622 $ 32,427 $ 1,706,420 $ 128,984 |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2023: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Fair value measurements at September 30, 2023 using: September 30, 2023 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities $ 77,918 $ 77,918 - - Total Financial Assets $ 77,918 $ 77,918 $ - $ - The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2022: Fair value measurements at December 31, 2022 using: December 31, 2022 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities 63,638 63,638 - - Total Financial Assets $ 63,638 $ 63,638 $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments Required Under Operating Leases | Following is a schedule by years of future minimum rental payments required under operating leases with initial or remaining non-cancelable lease terms in excess of one year as of September 30, 2023: Schedule of Future Minimum Rental Payments Required Under Operating Leases Year Total October 1 – December 31, 2023 $ 15,887 2024 64,393 2025 66,969 2026 51,778 Total future undiscounted lease payments 199,027 Less imputed interest (61,481 ) Present value of lease liabilities $ 137,546 |
Schedule of Right of Use Asset and the Corresponding Lease Liability | Below is a table for the right of use asset and the corresponding lease liability in the consolidated balance sheets: Schedule of Right of Use Asset and the Corresponding Lease Liability Operating Leases September 30, 2023 December 31, 2022 Right of use asset $ 159,424 $ 282,095 Right of use liability, current $ 66,259 $ 142,171 Right of use liability, long term $ 71,287 $ 139,924 Total lease liability $ 137,546 $ 282,095 |
Schedule of Lease Cost for Operating Leases | The components of lease cost for operating leases for the nine months ended September 30, 2023 and 2022 are as follows: Schedule of Lease Cost for Operating Leases September 30, 2023 September 30, 2022 Operating lease cost $ 153,290 $ 152,193 Short-term lease cost 110,205 123,514 Total lease cost $ 263,495 $ 275,707 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debts and Outstanding Balances | Schedule of Convertible Debts and Outstanding Balances September 30, 2023 December 31, 2022 Holders Interest Conversion Principal Interest Conversion Principal Main Investor 10 % $ 2.50 $ 8,586,750 10 % $ 2.50 ) $ 9,393,150 Others 0 24 % $ 2.50 7.50 10,379,763 0 24 % $ 2.50 7.50 8,886,036 Totals - 18,279,186 Discount 744,393 455,517 Net $ 18,222,120 $ 17,823,669 Notes: (1) Conversion price of these note is $ 2.50 189,750 25 729,100 2.50 (2) Conversion price of these notes is $ 2.50 a. Notes are convertible before maturity at $ 2.50 2.50 b. Notes are convertible upon an Event of Default at 75 c. Notes are convertible at $ 2.50 75 d. Notes can be voluntary converted at lower of 1) $ 2.50 2.50 2.50 30 e. Notes can be voluntary converted at lower of 1) $ 2.50 2.50 2.50 25 f. Conversion price is lower of (i) $ 2.50 g. Note can be converted at a Voluntary Conversion Price which is the lower of 1) $ 2.50 2.50 70 h. Conversion price is $ 2.50 1 i. Notes can be voluntarily converted before maturity at $ 2.50 2.50 10 j. Notes can be converted at the lesser of $ 2.5 25 35 k. Some notes are not convertible until 180 days from the date of issuance of the Note and following an Event of Default will be convertible at the lowest trading price of the 20 days prior to conversion. The loan with a principal balance of $ 950,000 l. Some notes can be converted at the lesser of $ 2.50 25 5 |
Schedule of Other Debt | Schedule of Other Debt September 30, 2023 December 31, 2022 Holders Interest Rate Principal Interest Rate Principal Non-Convertible - ) $ 1,016,500 - ) $ 878,809 Merchant debt (3) 1,014,010 760,160 SBA (2) 3.75 % 162,522 3.75 % 150,000 Totals 2,193,032 $ 1,788,969 Discount - - Long Term 162,522 150,000 Short Term $ 2,030,510 $ 1,638,969 Notes: (1) Interest varies from 1 10 May 2, 2023 861,500 (2) The Company entered a COVID-19 government loan in 2020, the Economic Injury Disaster Loan (or “EIDL”). The Company’s EIDL loan, $ 150,000 3.75 731 14,719 2,197 367,039 1 367,039 (3) During the nine months ended September 30, 2023 and the year ended December 31, 2022 we signed various Merchant Agreements which are secured by second position rights to all customer receipts until the loan has been repaid in full and subject to interest rates of 4.1 100.9 maturity dates ranged from June 26, 2023 to October 15, 2023 maturity dates ranged from April 4 to June 6, 2023 |
Schedule of Related Party Debt | Schedule of Related Party Debt September 30, 2023 December 31, 2022 Holders Interest Rate Principal Interest Rate Principal Security Officers & Directors - ) $ 522,450 - ) $ 521,950 Unsecured Other Related Parties 12 % 126,050 12 % 120,850 Unsecured Totals 648,500 642,800 Discount 514 7,915 Net $ 647,986 $ 634,885 Notes: (1) Interest varies from 12 120 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Preferred Stock Outstanding | Schedule of Preferred Stock Outstanding September 30, 2023 December 31, 2022 Series D Convertible Preferred Stock, $ .01 850 75 300 300,000 $ - $ 3 Series G Convertible Preferred Stock, $ .01 240,000 80,570 - 806 Series H Convertible Preferred Stock, $ .01 10,000 no 10,000 - 100 Series J Convertible Preferred Stock, $ .01 6,250 no 3,458 - 35 Series K Convertible Preferred Stock, $ .01 15,000 no 6,880 - 68 Series AA Convertible Preferred Stock, $ .01 10,000 8,601 86 86 Series BB Convertible Preferred Stock, $ .01 1,000 858 no 10 - Series CC Convertible Preferred Stock, $ .01 2,000 401 no 4 - Series H2 Convertible Preferred Stock, $ .01 21 no 21 - - Series A Junior Participating Preferred Stock, $ .01 20,000 no - - Series A Convertible Preferred Stock, $ .01 313,960 no - - Series B Convertible Preferred Stock, $ .01 279,256 no - - Series C Convertible Preferred Stock, $ .01 88,098 no - - Series E Convertible Preferred Stock, $ .01 500 no - - Total Convertible Preferred Shares $ 100 $ 1,098 |
Schedule of Concerning Options and Warrants Outstanding and Exercisable | The following table summarizes information concerning options and warrants outstanding and exercisable: Schedule of Concerning Options and Warrants Outstanding and Exercisable Stock Options Warrants Weighted Average Weighted Average Total Shares price per share Shares price per share Shares Exercisable Balance outstanding, December 31, 2022 1,307,822 $ 0.72 16,278,769 $ 3.50 17,586,591 17,570,591 Granted 2,230,484 1.50 100,000 3.50 2,330,484 Exercised (117,552 ) 0.69 - - (117,552 ) Expired - - (645,829 ) 3.50 (645,829 ) Forfeited - - - - - Balance outstanding, September 30, 2023 3,420,754 $ 1.23 15,732,940 $ 3.50 19,153,694 18,289,721 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Revenue | $ 413,009 | $ 144,032 | $ 1,665,412 | $ 1,122,169 |
Hardware [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 273,000 | 1,000 | 994,000 | 532,000 |
Consumables [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 50,000 | 49,000 | 173,000 | 165,000 |
Contract Research Services [Member] | ||||
Product Information [Line Items] | ||||
Revenue | (1,000) | 35,000 | 125,000 | |
Sample Preparation Accessories [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 31,000 | 41,000 | 113,000 | 93,000 |
Technical Support/Extended Service Contracts [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 34,000 | 41,000 | 123,000 | 94,000 |
Agrochem Products [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 15,000 | 10,000 | 181,000 | 93,000 |
Shipping and Handling [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 11,000 | 2,000 | 38,000 | 20,000 |
Other [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 8,000 | |||
Transferred at a Point In Time [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 379,000 | 103,000 | 1,506,000 | 903,000 |
Transferred Over At Time [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 34,000 | 41,000 | 159,000 | 219,000 |
North America [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 251,000 | 138,000 | 1,067,000 | 709,000 |
Europe [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 76,000 | 13,000 | 130,000 | 61,000 |
Asia [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 86,000 | $ (7,000) | $ 468,000 | $ 352,000 |
Schedule of Contract Balances (
Schedule of Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Receivables, which are included in ‘Accounts Receivable’ | $ 329 | $ 295 |
Contract liabilities (deferred revenue) | $ 59 | $ 60 |
Schedule of Future Related to P
Schedule of Future Related to Performance Obligations (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Extended warranty service | $ 59 |
2023 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Extended warranty service | 48 |
2024 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Extended warranty service | $ 11 |
Schedule of Customer Concentrat
Schedule of Customer Concentration Risk Percentage (Details) - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Top Five Customers [Member] | Revenue Benchmark [Member] | |||||
Product Information [Line Items] | |||||
Concentration credit risk percentage | 80% | 42% | 49% | 31% | |
Top Five Customers [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Concentration credit risk percentage | 80% | 93% | |||
Federal Agencies [Member] | Revenue Benchmark [Member] | |||||
Product Information [Line Items] | |||||
Concentration credit risk percentage | 18% | 4% | 5% | 1% | |
Federal Agencies [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Concentration credit risk percentage | 22% | 0% |
Schedule of Computation of Loss
Schedule of Computation of Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Net loss attributable to common shareholders | $ (6,261,999) | $ (4,893,946) | $ (24,666,565) | $ (12,913,826) |
Weighted average common stock shares outstanding basic | 21,716,950 | 11,131,742 | 20,337,229 | 10,429,817 |
Weighted average common stock shares outstanding diluted | 21,716,950 | 11,131,742 | 20,337,229 | 10,429,817 |
Loss per common share - basic | $ (0.29) | $ (0.44) | $ (1.21) | $ (1.24) |
Loss per common share - diluted | $ (0.29) | $ (0.44) | $ (1.21) | $ (1.24) |
Schedule of Anti-Dilutive Secur
Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 47,768,850 | 33,217,416 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 3,420,754 | 1,307,822 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 7,417,906 | 6,471,034 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 15,732,940 | 16,293,768 |
Series D Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 6,250 | 25,000 |
Series G Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 26,857 | |
Series H Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 33,334 | |
Series H2 Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 70,000 | |
Series J Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 115,267 | |
Series K Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 229,334 | |
Series AA Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 8,601,000 | 8,645,000 |
Series BB Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 8,580,000 | |
Series CC Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 4,010,000 |
Summary of Assumptions for Gran
Summary of Assumptions for Grants of Stock Options (Details) - CEO, other Officers and Employees [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Line Items] | |
Expected life | 6 years |
Expected volatility | 130.50% |
Risk-free interest rate | 3.90% |
Expected dividend yield | 0% |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Forfeiture rate | 0% |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Forfeiture rate | 5% |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total stock-based compensation expense | $ 140,622 | $ 32,427 | $ 1,706,420 | $ 128,984 |
Cost of Sales [Member] | ||||
Total stock-based compensation expense | 11,183 | 2,184 | 75,724 | 8,694 |
Research and Development Expense [Member] | ||||
Total stock-based compensation expense | 35,676 | 9,499 | 241,585 | 37,803 |
Selling and Marketing Expense [Member] | ||||
Total stock-based compensation expense | 17,150 | 4,583 | 102,675 | 18,166 |
General and Administrative Expense [Member] | ||||
Total stock-based compensation expense | $ 76,613 | $ 16,161 | $ 1,286,436 | $ 64,321 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Financing Receivable, Past Due [Line Items] | ||
Total Financial Assets | $ 77,918 | $ 63,638 |
Fair Value, Inputs, Level 1 [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total Financial Assets | 77,918 | 63,638 |
Fair Value, Inputs, Level 2 [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total Financial Assets | ||
Fair Value, Inputs, Level 3 [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total Financial Assets | ||
Equity Securities [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total Financial Assets | 77,918 | 63,638 |
Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total Financial Assets | 77,918 | 63,638 |
Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total Financial Assets | ||
Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total Financial Assets |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Aug. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Cumulative effect of adoption, adjustment in additional paid in capital | $ 93,973,646 | $ 93,973,646 | $ 69,006,145 | $ 2,728,243 | ||
Cumulative effect of adoption, adjustment in accumulated deficit | (158,492,770) | (158,492,770) | $ (133,826,205) | $ 2,255,216 | ||
Stock-based compensation expense | $ 140,622 | $ 32,427 | $ 1,706,420 | $ 128,984 | ||
Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Forfeiture rate | 0% | 0% | ||||
Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Forfeiture rate | 5% | 5% | ||||
Nexity Global SA [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Sale of stock number of shares received | 100,250 | |||||
Investment owned, at fair value | $ 77,918 | $ 77,918 | ||||
Unrealized gain | $ 14,280 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rental Payments Required Under Operating Leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
October 1 – December 31, 2023 | $ 15,887 | |
2024 | 64,393 | |
2025 | 66,969 | |
2026 | 51,778 | |
Total future undiscounted lease payments | 199,027 | |
Less imputed interest | (61,481) | |
Present value of lease liabilities | $ 137,546 | $ 282,095 |
Schedule of Right of Use Asset
Schedule of Right of Use Asset and the Corresponding Lease Liability (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Right of use asset | $ 159,424 | $ 282,095 |
Right of use liability, current | 66,259 | 142,171 |
Right of use liability, long term | 71,287 | 139,924 |
Total lease liability | $ 137,546 | $ 282,095 |
Schedule of Lease Cost for Oper
Schedule of Lease Cost for Operating Leases (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 153,290 | $ 152,193 |
Short-term lease cost | 110,205 | 123,514 |
Total lease cost | $ 263,495 | $ 275,707 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 09, 2021 | Apr. 30, 2012 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2022 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||||||||
Operating lease liability | $ 137,546 | $ 137,546 | $ 282,095 | |||||||||
Operating lease | $ 122,671 | $ 82,001 | ||||||||||
Weighted-average remaining lease term | 2 years 7 months 2 days | 2 years 7 months 2 days | ||||||||||
Weighted-average discount rate | 12% | 12% | ||||||||||
Expenses | $ 1,705,818 | $ 1,507,392 | $ 7,677,487 | 4,473,458 | ||||||||
Battelle Memorial Institute [Member] | ||||||||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||||||||
Mimimum royalty fee | $ 5,000 | $ 4,000 | $ 3,000 | $ 2,000 | $ 1,200 | |||||||
Target Discovery Inc [Member] | ||||||||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||||||||
Mimimum royalty fee | 60,000 | 60,000 | ||||||||||
Payments for fees | $ 1,400 | |||||||||||
Professional and contract services expense | $ 2,000 | |||||||||||
Expenses | 55,400 | $ 65,100 | ||||||||||
Medford lease [Member] | ||||||||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||||||||
Annual cost of living payment | $ 7,282 | |||||||||||
Lessee operating lease description | The lease shall be automatically extended for additional three years unless either party terminates at least nine months prior to the expiration of the current lease term | |||||||||||
Operating lease liability | $ 221,432 | $ 221,432 | ||||||||||
Estimated borrowing rate | 12% | 12% | ||||||||||
Sparks lease [Member] | ||||||||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||||||||
Lessee operating lease description | On August 9, 2021, we entered into an operating lease agreement for our warehouse space in Sparks, NV (the “Sparks Lease”) for the period from September 1, 2021 through September 30, 2026. The lease contains escalating payments during the lease period. The lease can be extended for an additional three years if the Company provides notice at least six months prior to the expiration of the current lease term | |||||||||||
Operating lease liability | $ 239,327 | $ 239,327 | ||||||||||
Estimated borrowing rate | 12% | 12% | ||||||||||
Corporate Office [Member] | ||||||||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||||||||
Lease monthly payments | $ 7,650 | |||||||||||
Lease expiration date | Dec. 31, 2023 |
Schedule of Convertible Debts a
Schedule of Convertible Debts and Outstanding Balances (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | ||
Debt Instrument [Line Items] | |||
Conversion price | $ 2.50 | ||
Totals | $ 18,279,186 | ||
Debt unamortized discount | 744,393 | 455,517 | |
Principal amount | $ 18,222,120 | $ 17,823,669 | |
Investor [Member] | |||
Debt Instrument [Line Items] | |||
Interest Rate | 10% | 10% | |
Conversion price | [1] | $ 2.50 | $ 2.50 |
Totals | $ 8,586,750 | $ 9,393,150 | |
Others [Member] | |||
Debt Instrument [Line Items] | |||
Totals | $ 10,379,763 | $ 8,886,036 | |
Others [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Interest Rate | 0% | 0% | |
Conversion price | [2] | $ 2.50 | $ 2.50 |
Others [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Interest Rate | 24% | 24% | |
Conversion price | $ 7.50 | $ 7.50 | |
[1]Conversion price of these note is $ 2.50 189,750 25 729,100 2.50 2.50 |
Schedule of Convertible Debts_2
Schedule of Convertible Debts and Outstanding Balances (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2023 USD ($) Integer $ / shares | |
Short-Term Debt [Line Items] | |
Debt instrument, convertible price per shares | $ 2.50 |
Debt default amount | $ | $ 1 |
Debt instrument, convertible, conversion price | $ 2.50 |
Debt default convertible conversion ratio | 75% |
Debt instrument, convertible, conversion price, Increase | $ 2.50 |
Debt instrument, convertible, conversion price, decrease | $ 2.50 |
Percentage of price | 10% |
Convertible lesser per share | $ 2.5 |
Convertible lesser Percent | 25% |
Original debt, interest rate of debt | 35% |
Principal balance | $ | $ 12,300,000 |
Trading day | Integer | 5 |
Chief Executive Officer [Member] | |
Short-Term Debt [Line Items] | |
Principal balance | $ | $ 950,000 |
Convertible Debt [Member] | |
Short-Term Debt [Line Items] | |
Debt instrument, convertible price per shares | $ 2.50 |
Debt default amount | $ | $ 189,750 |
Debt instrument lowest trading price | 25% |
Convertible Debt [Member] | Series AA Preferred Stock [Member] | |
Short-Term Debt [Line Items] | |
Debt instrument, convertible price per shares | $ 2.50 |
Convertible Debt [Member] | 5 Day Average VWAP [Member] | |
Short-Term Debt [Line Items] | |
Debt default amount | $ | $ 729,100 |
Convertible Debt One [Member] | |
Short-Term Debt [Line Items] | |
Debt instrument, convertible price per shares | $ 2.50 |
Convertible Debt Two [Member] | |
Short-Term Debt [Line Items] | |
Debt instrument lowest trading price | 30% |
Convertible Debt Three [Member] | |
Short-Term Debt [Line Items] | |
Debt instrument lowest trading price | 25% |
Convertible Debt Four [Member] | |
Short-Term Debt [Line Items] | |
Debt instrument lowest trading price | 70% |
Schedule of Other Debt (Details
Schedule of Other Debt (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Totals, Principal | $ 2,193,032 | $ 1,788,969 | |
Long Term, discount | |||
Long Term, Principal | 162,522 | 150,000 | |
Short Term, Principal | $ 2,030,510 | $ 1,638,969 | |
Non Convertible [Member] | |||
Short-Term Debt [Line Items] | |||
Interest Rate | [1] | ||
Totals, Principal | $ 1,016,500 | $ 878,809 | |
Merchant Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Totals, Principal | [2] | $ 1,014,010 | $ 760,160 |
SBA [Member] | |||
Short-Term Debt [Line Items] | |||
Interest Rate | [3] | 3.75% | 3.75% |
Totals, Principal | [3] | $ 162,522 | $ 150,000 |
[1]Interest varies from 1 10 May 2, 2023 861,500 4.1 100.9 maturity dates ranged from June 26, 2023 to October 15, 2023 maturity dates ranged from April 4 to June 6, 2023 150,000 3.75 731 14,719 2,197 367,039 1 367,039 |
Schedule of Other Debt (Detai_2
Schedule of Other Debt (Details) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | May 02, 2023 | |||
Non- convertible debt amount | $ 861,500 | |||
Note payable | $ 150,000 | |||
Accrued interest rate percent | 3.75% | |||
Debt Instrument periodic payment | $ 731 | |||
Deferred interest | 14,719 | |||
Principal amount paid | $ 2,197 | |||
Debt instrument, maturity date description | July 2020 to September 2024 | |||
Merchant Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date description | maturity dates ranged from June 26, 2023 to October 15, 2023 | maturity dates ranged from April 4 to June 6, 2023 | ||
Payroll Protection Program [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowed amount | $ 367,039 | |||
Debt interest rate | 1% | |||
Paycheck Protection Programme [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowed amount | $ 367,039 | |||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 1% | |||
Minimum [Member] | Merchant Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 4.10% | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 10% | |||
Maximum [Member] | Merchant Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 100.90% |
Schedule of Related Party Debt
Schedule of Related Party Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | ||
Defined Benefit Plan Disclosure [Line Items] | |||
Totals, Principle | $ 731 | ||
Net, Principal | $ 647,986 | $ 634,885 | |
Officers & Directors [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest Rate | [1] | ||
Totals, Principle | $ 522,450 | $ 521,950 | |
Other Related Parties [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest Rate | 12% | 12% | |
Totals, Principle | $ 126,050 | $ 120,850 | |
Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Totals, Principle | 648,500 | 642,800 | |
Discount, Principal | 514 | 7,915 | |
Net, Principal | $ 647,986 | $ 634,885 | |
[1]Interest varies from 12 120 |
Schedule of Related Party Deb_2
Schedule of Related Party Debt (Details) (Parenthetical) | Sep. 30, 2023 |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate, stated percentage | 1% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate, stated percentage | 10% |
Related Party [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate, stated percentage | 12% |
Related Party [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate, stated percentage | 120% |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||||||
Proceeds from Convertible Debt | $ 4,336,665 | $ 3,428,249 | |||||||
Fixed rate | $ 2.50 | $ 2.50 | |||||||
Deferred Costs | $ 648,470 | $ 648,470 | |||||||
Repayments of Senior Debt | $ 2,462,269 | ||||||||
Debt instrument maturity date description | July 2020 to September 2024 | ||||||||
Debt instrument, face amount. | 12,300,000 | $ 12,300,000 | |||||||
Debt Instrument, Unamortized Discount | 744,393 | 744,393 | $ 455,517 | ||||||
Payments on convertible debt | 2,462,269 | 1,086,946 | |||||||
Losses on extinguishment of debt | $ 687,591 | $ 10,000 | |||||||
Preferred stock extensions | 1,286,600 | $ 1,397,000 | |||||||
Debt instrument, convertible price per shares | $ 2.50 | ||||||||
Convertible Debt [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Unamortized Discount | $ 744,393 | $ 744,393 | 455,517 | ||||||
Debt instrument, convertible price per shares | $ 2.50 | ||||||||
Common Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Number of shares issued | 250,000 | 528,600 | 568,200 | 707,900 | 106,400 | 214,500 | |||
Preferred stock extensions | |||||||||
Preferred Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Preferred stock extensions | 6 | $ 2 | |||||||
Three Lenders [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Payments on convertible debt | $ 302,484 | ||||||||
Three Lenders [Member] | Forbearance Agreements [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Payments on convertible debt | 272,500 | ||||||||
Four Lenders [Member] | Forbearance Agreements [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest payable | 253,425 | 253,425 | |||||||
PBI Agrochem Inc [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, face amount. | $ 352,188 | $ 352,188 | |||||||
Minimum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt interest rate | 1% | 1% | |||||||
Maximum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt interest rate | 10% | 10% | |||||||
Convertible Debt [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Proceeds from Convertible Debt | $ 4,300,000 | ||||||||
Amortization of Debt Discount (Premium) | 2,621,523 | ||||||||
Debt Instrument, Unamortized Discount | $ 744,393 | $ 744,393 | |||||||
Convertible Debt [Member] | Convertible Common Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Fixed rate | $ 2.50 | $ 2.50 | |||||||
Convertible Debt, Fair Value Disclosures | $ 1,832,757 | $ 1,832,757 | |||||||
Convertible Debt [Member] | Minimum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument term | 1 month | ||||||||
Debt interest rate | 0% | 0% | |||||||
Convertible Debt [Member] | Maximum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument term | 12 months | ||||||||
Debt interest rate | 120% | 120% | |||||||
New Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt interest rate | 10% | 10% | |||||||
Losses on extinguishment of debt | $ 700,000 | ||||||||
Ten Loans [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Proceeds from loans | 3,917,898 | ||||||||
Increase in principal amount | $ 4,067,898 | ||||||||
Ten Loans [Member] | Common Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Number of shares issued | 1,346,800 | ||||||||
Ten Loans [Member] | Preferred Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Preferred stock extensions | $ 741 | ||||||||
Short-term Non-Convertible Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Amortization of Debt Discount (Premium) | 592,099 | ||||||||
Debt Instrument, Unamortized Discount | $ 514 | 514 | $ 7,915 | ||||||
Proceeds from Short-Term Debt | 164,700 | ||||||||
Original issue discount | 5,514 | ||||||||
Proceeds from (Repayments of) Related Party Debt | $ 159,000 | ||||||||
Short-term Non-Convertible Loan [Member] | Minimum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt interest rate | 12% | 12% | |||||||
Short-term Non-Convertible Loan [Member] | Maximum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt interest rate | 120% | 120% |
Schedule of Preferred Stock Out
Schedule of Preferred Stock Outstanding (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | $ 100 | $ 1,098 |
Series A Junior Participating Preferred Stock, $.01 par value, 20,000 shares authorized, no shares outstanding | 100 | 1,098 |
Series D Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | $ 3 | |
Preferred stock, shares outstanding | 75 | 300 |
Series G Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | $ 806 | |
Preferred stock, shares outstanding | 80,570 | 80,570 |
Series H Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | $ 100 | |
Preferred stock, shares outstanding | 0 | 10,000 |
Series J Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | $ 35 | |
Preferred stock, shares outstanding | 0 | 3,458 |
Series K Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | $ 68 | |
Preferred stock, shares outstanding | 0 | 6,880 |
Series AA Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | $ 86 | $ 86 |
Preferred stock, shares outstanding | 8,601 | 8,601 |
Series BB Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | $ 10 | |
Preferred stock, shares outstanding | 858 | 0 |
Series CC Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | $ 4 | |
Preferred stock, shares outstanding | 401 | 0 |
Series H2 Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | ||
Preferred stock, shares outstanding | 0 | 21 |
Series A Junior Participating Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Series A Junior Participating Preferred Stock, $.01 par value, 20,000 shares authorized, no shares outstanding | ||
Preferred stock, shares outstanding | 0 | 0 |
Series A Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | ||
Preferred stock, shares outstanding | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | ||
Preferred stock, shares outstanding | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | ||
Preferred stock, shares outstanding | 0 | 0 |
Series E Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Convertible Preferred Shares | ||
Preferred stock, shares outstanding | 0 | 0 |
Schedule Of Preferred Stock O_2
Schedule Of Preferred Stock Outstanding (Details) (Parenthetical) - USD ($) | Sep. 30, 2023 | May 01, 2023 | Dec. 31, 2022 |
Series D Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 850 | 850 | |
Preferred stock, shares issued | 75 | 300 | |
Preferred stock, shares outstanding | 75 | 300 | |
Preferred stock, shares outstanding | $ 300,000 | ||
Series H Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 10,000 | 10,000 | |
Preferred stock, shares issued | 0 | 10,000 | |
Preferred stock, shares outstanding | 0 | 10,000 | |
Series G Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 240,000 | 240,000 | |
Preferred stock, shares issued | 80,570 | 80,570 | |
Preferred stock, shares outstanding | 80,570 | 80,570 | |
Series J Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 6,250 | 6,250 | |
Preferred stock, shares issued | 0 | 3,458 | |
Preferred stock, shares outstanding | 0 | 3,458 | |
Series K Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 15,000 | 15,000 | |
Preferred stock, shares issued | 0 | 6,880 | |
Preferred stock, shares outstanding | 0 | 6,880 | |
Series AA Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 10,000 | 10,000 | |
Preferred stock, shares issued | 8,601 | 8,601 | |
Preferred stock, shares outstanding | 8,601 | 8,601 | |
Series BB Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 |
Preferred stock, shares issued | 858 | ||
Preferred stock, shares outstanding | 858 | 0 | |
Series CC Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000 | 2,000 | 2,000 |
Preferred stock, shares issued | 401 | ||
Preferred stock, shares outstanding | 401 | 0 | |
Series H2 Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 21 | 21 | |
Preferred stock, shares issued | 0 | 21 | |
Preferred stock, shares outstanding | 0 | 21 | |
Series A Junior Participating Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 20,000 | 20,000 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series A Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 313,960 | 313,960 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series B Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 279,256 | ||
Preferred stock, shares outstanding | 0 | 0 | |
Series C Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 88,098 | 88,098 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series E Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 500 | 500 | |
Preferred stock, shares outstanding | 0 | 0 |
Schedule of Concerning Options
Schedule of Concerning Options and Warrants Outstanding and Exercisable (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares, Beginning balance | 17,586,591 |
Exercisable, Beginning balance | 17,570,591 |
Shares, Granted | 2,330,484 |
Shares, Exercised | (117,552) |
Shares, Expired | (645,829) |
Shares, Forfeited | |
Shares, Ending balance | 19,153,694 |
Exercisable, Ending balance | 18,289,721 |
Stock Options [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares, Beginning balance | 1,307,822 |
Weighted average price per share, Beginning balance | $ / shares | $ 0.72 |
Shares, Granted | 2,230,484 |
Weighted average price per share, Granted | $ / shares | $ 1.50 |
Shares, Exercised | (117,552) |
Weighted average price per share, Exercised | $ / shares | $ 0.69 |
Shares, Expired | |
Weighted average price per share, Expired | $ / shares | |
Shares, Forfeited | |
Weighted average price per share, Forfeited | $ / shares | |
Shares, Ending balance | 3,420,754 |
Weighted average price per share, Ending balance | $ / shares | $ 1.23 |
Exercisable, Ending balance | 2,556,781 |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares, Beginning balance | 16,278,769 |
Weighted average price per share, Beginning balance | $ / shares | $ 3.50 |
Shares, Granted | 100,000 |
Weighted average price per share, Granted | $ / shares | $ 3.50 |
Shares, Exercised | |
Weighted average price per share, Exercised | $ / shares | |
Shares, Expired | (645,829) |
Weighted average price per share, Expired | $ / shares | $ 3.50 |
Shares, Forfeited | |
Weighted average price per share, Forfeited | $ / shares | |
Shares, Ending balance | 15,732,940 |
Weighted average price per share, Ending balance | $ / shares | $ 3.50 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) | 3 Months Ended | 9 Months Ended | ||||||||||
Apr. 13, 2023 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Sep. 30, 2023 USD ($) Integer $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | May 01, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 30, 2021 shares | |
Class of Stock [Line Items] | ||||||||||||
Debt instrument, convertible price per shares | $ / shares | $ 2.50 | |||||||||||
Debt instrument, convertible, threshold trading days | Integer | 5 | |||||||||||
Number of common stock for services rendered | $ | $ 325,301 | $ 172,400 | $ 1,419,335 | $ 167,375 | $ 67,800 | $ 77,700 | ||||||
Convertible debt issuances value | $ | 10,017,212 | 509,033 | 350,500 | |||||||||
Options outstanding, shares | 19,153,694 | 19,153,694 | 17,586,591 | |||||||||
Number of options, exercisable | 18,289,721 | 18,289,721 | 17,570,591 | |||||||||
Extension of warrants for series AA preferred stock | $ | $ 3,626,950 | |||||||||||
Interest expense | $ | $ 4,338,759 | 2,034,021 | $ 14,112,098 | $ 6,448,771 | ||||||||
Fair value of dividends paid in kind | $ | $ 150,000 | 491,634 | 1,029,939 | 1,050,475 | 191,303 | 472,900 | ||||||
Shares isused for options exercised, shares | 117,552 | |||||||||||
Lender [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued, price per share | $ / shares | $ 0.69 | $ 0.69 | ||||||||||
Issued For Services Rendered [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of common stock for services rendered, shares | 190,500 | |||||||||||
Number of common stock for services rendered | $ | $ 1,917,036 | |||||||||||
Conversion of Debt Extension [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible debt issuances shares | 140,200 | |||||||||||
Convertible debt issuances value | $ | $ 350,500 | |||||||||||
Stock Issued During Period, Shares, New Issues | 203,613 | |||||||||||
Fair value of dividends paid in kind | $ | $ 509,033 | |||||||||||
Debt Settlement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares isused for options exercised, shares | 117,552 | |||||||||||
Debt Extension [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 1,346,800 | |||||||||||
Fair value of dividends paid in kind | $ | $ 1,671,573 | |||||||||||
New Common Stock Issuances [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 60,000 | |||||||||||
Fair value of dividends paid in kind | $ | $ 150,000 | |||||||||||
Conversion of Preferred to Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible debt issuances shares | 1,486,940 | |||||||||||
Series AA Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Fair value of dividends paid in kind | $ | $ 1,714,678 | |||||||||||
Payment in Kind (PIK) Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 1,172,100 | |||||||||||
Fair value of dividends paid in kind | $ | $ 2,196,278 | |||||||||||
Dividends Paid In Kind [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 142,767 | |||||||||||
Fair value of dividends paid in kind | $ | $ 162,528 | |||||||||||
Accredited Investor and Consultants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares of restricted common stock | 9,717,035 | |||||||||||
Unvested Stock-Based Awards [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Unvested stock based awards | $ | $ 963,322 | $ 963,322 | ||||||||||
Unrecognized compensation, period | 2 years 2 months 12 days | |||||||||||
Closing stock price | $ / shares | $ 0.20 | $ 0.20 | ||||||||||
Options outstanding and exercisable intrinsic value | $ | $ 0 | $ 0 | ||||||||||
2021 Equity Incentive Plan [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, capital shares reserved for future issuance | 3,000,000 | |||||||||||
Options outstanding, shares | 3,420,754 | 3,420,754 | ||||||||||
Series BB Restricted Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares of restricted common stock | 953 | |||||||||||
Series CC Restricted Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares of restricted common stock | 401 | |||||||||||
Restricted Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares of restricted common stock | 3,100,085 | |||||||||||
Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | ||||||||||
Number of common stock for services rendered | $ | ||||||||||||
Convertible debt issuances shares | 401 | |||||||||||
Convertible debt issuances value | $ | $ 4 | |||||||||||
Extension of warrants for series AA preferred stock | $ | ||||||||||||
Fair value of dividends paid in kind | $ | ||||||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of common stock for services rendered, shares | 492,500 | 147,500 | 990,500 | 113,500 | 40,000 | 37,000 | ||||||
Number of common stock for services rendered | $ | $ 4,926 | $ 1,475 | $ 9,905 | $ 1,135 | $ 400 | $ 370 | ||||||
Convertible debt issuances shares | 203,613 | 140,200 | ||||||||||
Convertible debt issuances value | $ | $ 2,036 | $ 1,402 | ||||||||||
Stock issued during period, value, other | 95 | |||||||||||
Extension of warrants for series AA preferred stock | $ | ||||||||||||
Interest expense | $ | $ 3,715,204 | $ 634,305 | ||||||||||
Stock Issued During Period, Shares, New Issues | 250,000 | 528,600 | 568,200 | 707,900 | 106,400 | 214,500 | ||||||
Fair value of dividends paid in kind | $ | $ 2,500 | $ 5,286 | $ 5,682 | $ 7,079 | $ 1,064 | $ 2,145 | ||||||
Shares isused for options exercised, shares | 117,552 | 25,279 | ||||||||||
Common Stock [Member] | Issued For Services Rendered [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Fair value of warrants | $ | $ 312,875 | |||||||||||
Common Stock [Member] | Debt Extension [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 25,279 | |||||||||||
Fair value of dividends paid in kind | $ | $ 17,433 | |||||||||||
Common Stock [Member] | New Conversion Debt [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 368,500 | |||||||||||
Fair value of dividends paid in kind | $ | $ 512,593 | |||||||||||
Common Stock [Member] | Payment in Kind (PIK) Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 170,306 | |||||||||||
Fair value of dividends paid in kind | $ | $ 306,333 | |||||||||||
Stock Options [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Options outstanding, shares | 3,420,754 | 3,420,754 | 1,307,822 | |||||||||
Weighted average exercise price | $ / shares | $ 1.23 | $ 1.23 | $ 0.72 | |||||||||
Weighted average remaining term | 8 years 1 month 20 days | |||||||||||
Number of options, exercisable | 2,556,781 | 2,556,781 | ||||||||||
Shares isused for options exercised, shares | 117,552 | |||||||||||
Exercisable Options [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Weighted average remaining term | 7 years 9 months | |||||||||||
Warrant [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of common stock for services rendered | $ | ||||||||||||
Convertible debt issuances value | $ | ||||||||||||
Options outstanding, shares | 15,732,940 | 15,732,940 | 16,278,769 | |||||||||
Weighted average exercise price | $ / shares | $ 3.50 | $ 3.50 | $ 3.50 | |||||||||
Weighted average remaining term | 2 years 5 months 1 day | |||||||||||
Class of warrant or right, outstanding | 8,897,603 | |||||||||||
Extension of warrants for series AA preferred stock | $ | $ 3,626,950 | 3,626,950 | ||||||||||
Fair value of dividends paid in kind | $ | ||||||||||||
Shares isused for options exercised, shares | ||||||||||||
Issuance warrants, shares | 100,000 | 277,500 | 100,000 | 277,500 | ||||||||
Strike price, per share | $ / shares | $ 3.50 | $ 3.50 | $ 3.50 | $ 3.50 | ||||||||
Fair value of warrants | $ | $ 61,609 | $ 280,608 | ||||||||||
Common Stock and Warrant [Member] | Issued For Services Rendered [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of common stock for services rendered, shares | 1,630,500 | |||||||||||
Common Stock and Warrant [Member] | Conversion of Debt Extension [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible debt issuances shares | 1,258,742 | |||||||||||
Convertible debt issuances value | $ | $ 1,293,270 | |||||||||||
Common Stock and Warrant [Member] | Payment in Kind (PIK) Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 4,094,121 | |||||||||||
Fair value of dividends paid in kind | $ | $ 3,715,204 | |||||||||||
Series AA Preferred Stock [Member] | Debt Extension [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued during period, value, other | 4,400 | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,028,800 | |||||||||||
Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible preferred stock, authorized | 1,000,000 | 1,000,000 | ||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||
Series BB Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible preferred stock, authorized | 1,000 | 1,000 | 1,000 | 1,000 | ||||||||
Convertible preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Preferred Stock, Shares Issued | 858 | 858 | ||||||||||
Series CC Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible preferred stock, authorized | 2,000 | 2,000 | 2,000 | 2,000 | ||||||||
Convertible preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Preferred Stock, Shares Issued | 401 | 401 | ||||||||||
Series BB Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||
Preferred stock voting rights | The holders of Series BB Preferred Stock shall have the right to vote along with the holders of Common Stock in an amount equal to 10,000 votes for each share of Series BB Preferred Stock held | |||||||||||
Number of shares converted | 10,000 | |||||||||||
Debt instrument, interest rate, stated percentage | 300% | 300% | ||||||||||
Debt instrument, convertible price per shares | $ / shares | $ 2.50 | |||||||||||
Number of common stock for services rendered, shares | 92 | |||||||||||
Number of common stock for services rendered | $ | $ 617,200 | |||||||||||
Convertible debt issuances shares | 741 | |||||||||||
Convertible debt issuances value | $ | $ 2,683,600 | |||||||||||
Stock issued during period, value, other | 62 | |||||||||||
Series BB Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued during period, value, other | 58 | |||||||||||
Stock issued during period, value, conversion of units | $ | $ 539,487 | |||||||||||
Series CC Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, interest rate, stated percentage | 8% | 8% | ||||||||||
Preferred stock remain outstanding percentage | 10% | |||||||||||
Preferred stock, dividend rate, percentage | 75% | |||||||||||
Outstanding shares, precentage | 50% | 50% | ||||||||||
Preferred stock liquidation Preference value | $ / shares | $ 25,000 | $ 25,000 | ||||||||||
Preferred stock, convertible, conversion price | $ / shares | $ 2.50 | $ 2.50 | ||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 300% | |||||||||||
Debt instrument, convertible, threshold trading days | Integer | 10 | |||||||||||
Debt instrument convertible benefically percentage | 4.99% | |||||||||||
Stock issued during period, shares, other | 401 | |||||||||||
Stock Issued During Period, Value, Other | $ | $ 10,017,212 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Oct. 18, 2023 | Nov. 05, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||||
common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Stock option number of shares granted | 2,330,484 | |||||||||
Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 492,500 | 147,500 | 990,500 | 113,500 | 40,000 | 37,000 | ||||
Stock Issued During Period, Shares, Conversion of Units | 95 | |||||||||
Common stock issued for debt extension, shares | 250,000 | 528,600 | 568,200 | 707,900 | 106,400 | 214,500 | ||||
Minimum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt interest rate | 1% | 1% | ||||||||
Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt interest rate | 10% | 10% | ||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Convertible Debt | $ 439,000 | |||||||||
Share Price | $ 2.50 | |||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock option number of shares granted | 1,500,000 | |||||||||
Numberof stock option exercise price | $ 0.25 | |||||||||
Number of years option vested | 3 years | |||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | Two Thousand Twenty One Equity Plan [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock issued for debt extension, shares | 300,000 | |||||||||
common stock, par value | $ 0.01 | |||||||||
Shares of common stock | 500,000 | |||||||||
Subsequent Event [Member] | Mr Schumacher [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of option vested percentage | 25% | |||||||||
Subsequent Event [Member] | Drs Ting [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of option vested percentage | 25% | |||||||||
Subsequent Event [Member] | Lazarev [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of option vested percentage | 25% | |||||||||
Number of option issuance percentage | 25% | |||||||||
Subsequent Event [Member] | Executive Officer [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Numberof stock option exercise price | $ 0.25 | |||||||||
Subsequent Event [Member] | Series BB Convertible Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock Issued During Period, Shares, Other | 40 | |||||||||
Stock Issued During Period, Shares, Conversion of Units | 505,000 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 278,500 | |||||||||
Stock Issued During Period, Shares, Other | 455,350 | |||||||||
Stock Issued During Period, Shares, Conversion of Units | 145,809 | |||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt interest rate | 10% | |||||||||
Subsequent Event [Member] | Minimum [Member] | Executive Officer [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Numberof stock option exercise price | 0.69 | |||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt interest rate | 120% | |||||||||
Subsequent Event [Member] | Maximum [Member] | Executive Officer [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Numberof stock option exercise price | $ 1.50 |