Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 16, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | APPLIED ENERGETICS, INC. | ||
Trading Symbol | AERG | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 211,033,255 | ||
Entity Public Float | $ 396,330,458 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000879911 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-14015 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 77-0262908 | ||
Entity Address, Address Line One | 9070 S. Rita Road | ||
Entity Address, Address Line Two | Suite 1500 | ||
Entity Address, City or Town | Tucson | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85747 | ||
City Area Code | (520) | ||
Local Phone Number | 628-7415 | ||
Title of 12(b) Security | Common Stock, $.001 par value | ||
Security Exchange Name | NONE | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | RBSM LLP | ||
Auditor Location | Las Vegas, NV | ||
Auditor Firm ID | 587 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 5,640,308 | $ 3,662,615 |
Accounts receivable | 353,149 | |
Other assets | 92,774 | 43,391 |
Total Current Assets | 6,086,231 | 3,706,006 |
Long-term assets | ||
Security deposit | 17,004 | 17,004 |
Property and equipment - net | 192,935 | 206,810 |
Deferred compensation | 416,666 | |
Right of Use Asset - Operating | 432,057 | 544,670 |
Total Long-term assets | 641,996 | 1,185,150 |
Total Assets | 6,728,227 | 4,891,156 |
Current liabilities | ||
Accounts payable | 116,970 | 195,381 |
Notes payable | 400,000 | 1,000,000 |
Notes payable CARES Act PPP Loan | 24,189 | |
Due to related parties | 50,000 | 50,000 |
Operating Lease Liability - current | 113,478 | 76,227 |
Accrued expenses | 28,005 | 21,870 |
Accrued dividends | 48,079 | 48,079 |
Total Current Liabilities | 756,532 | 1,415,747 |
Long-term liabilities | ||
Operating Lease Liability - non-current | 393,709 | 507,188 |
Total Long-Term Liabilities | 393,709 | 507,188 |
Total Liabilities | 1,150,241 | 1,922,935 |
Stockholders’ equity | ||
Series A convertible preferred stock, $.001 par value, 2,000,000 shares authorized and 13,602 shares issued and outstanding at December 31, 2022 and at December 31, 2021 (Liquidation preference $340,050 and $340,050, respectively) | 14 | 14 |
Common stock, $.001 par value, 500,000,000 shares authorized; 210,848,671 and 207,562,461 shares issued and outstanding at December 31, 2022 and at December 31, 2021, respectively | 210,849 | 207,562 |
Additional paid-in capital | 108,830,982 | 100,452,862 |
Accumulated deficit | (103,463,859) | (97,692,217) |
Total Stockholders’ Equity | 5,577,986 | 2,968,221 |
Total Liabilities and Stockholders’ Equity | $ 6,728,227 | $ 4,891,156 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Series A convertible preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Series A convertible preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Series A convertible preferred stock, shares issued | 13,602 | 13,602 |
Series A convertible preferred stock, shares outstanding | 13,602 | 13,602 |
Series A convertible preferred stock, liquidation preference (in Dollars) | $ 340,050 | $ 340,050 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 210,848,671 | 207,562,461 |
Common stock, shares outstanding | 210,848,671 | 207,562,461 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 1,307,757 | |
Cost of revenue | 305,675 | |
Gross profit | 1,002,082 | |
Operating expenses: | ||
General and administrative | 6,129,781 | 4,903,081 |
Selling and marketing | 321,384 | 317,350 |
Research and development | 320,506 | 281,896 |
Total operating expenses | 6,771,671 | 5,502,327 |
Operating loss | (5,769,589) | (5,502,327) |
Other income/(expense) | ||
Other income | 1,674 | 81,218 |
Interest expense | (3,727) | (4,344) |
Total other income/(expense) | (2,053) | 76,874 |
Loss before provision for income taxes | (5,771,642) | (5,425,453) |
Provision for income taxes | ||
Net loss | (5,771,642) | (5,425,453) |
Preferred stock dividends | (34,005) | (34,005) |
Net loss attributable to common stockholders | $ (5,805,647) | $ (5,459,458) |
Net loss attributable to common stockholders per common share – basic and diluted (in Dollars per share) | $ (0.03) | $ (0.03) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 208,128,246 | 200,854,103 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss attributable to common stockholders per common share - basic and diluted | $ (0.03) | $ (0.03) |
Weighted average number of common shares outstanding, basic and diluted | 208,128,246 | 200,854,103 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 14 | $ 190,529 | $ 93,778,591 | $ (92,266,764) | $ 1,702,369 |
Balance (in Shares) at Dec. 31, 2020 | 13,602 | 190,529,320 | |||
RSU restricted stock | $ 31 | 4,519 | 4,550 | ||
RSU restricted stock (in Shares) | 31,250 | ||||
Stock-based compensation | 1,232,256 | 1,232,256 | |||
Common stock issued on cashless exercise of options and warrants | $ 4,084 | (4,084) | |||
Common stock issued on cashless exercise of options and warrants (in Shares) | 4,082,637 | ||||
Common stock issued on exercise of options and warrants | $ 1,650 | 106,350 | 108,000 | ||
Common stock issued on exercise of options and warrants (in Shares) | 1,650,010 | ||||
Common stock issued on exercised of convertible note | $ 158 | 473,404 | 47,498 | ||
Common stock issued on exercised of convertible note (in Shares) | 158,329 | ||||
Sale of common stock | $ 11,110 | 5,287,890 | 5,299,000 | ||
Sale of common stock (in Shares) | 11,110,915 | ||||
Net loss | (5,425,453) | (5,425,453) | |||
Balance at Dec. 31, 2021 | $ 14 | $ 207,562 | 100,452,862 | (97,692,217) | 2,968,221 |
Balance (in Shares) at Dec. 31, 2021 | 13,602 | 207,562,461 | |||
RSU restricted stock | $ 131 | (131) | |||
RSU restricted stock (in Shares) | 130,417 | ||||
Stock-based compensation | 1,776,140 | 1,776,140 | |||
Common stock issued on exercise of options and warrants | $ 162 | 18,907 | 19,069 | ||
Common stock issued on exercise of options and warrants (in Shares) | 162,066 | ||||
Sale of common stock | $ 2,994 | 6,583,204 | 6,586,198 | ||
Sale of common stock (in Shares) | 2,993,727 | ||||
Net loss | (5,771,642) | (5,771,642) | |||
Balance at Dec. 31, 2022 | $ 14 | $ 210,849 | $ 108,830,982 | $ (103,463,859) | $ 5,577,986 |
Balance (in Shares) at Dec. 31, 2022 | 13,602 | 210,848,671 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (5,771,642) | $ (5,425,453) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash stock-based compensation expense | 1,776,140 | 1,236,806 |
Amortization of ROU assets | 112,613 | |
Depreciation and amortization | 73,519 | 20,024 |
Loss on disposal of equipment | 14,540 | |
PPP loan forgiveness | (81,550) | |
Amortization of future compensation payable | 416,666 | 833,333 |
Amortization of prepaid assets | 221,352 | 156,562 |
Changes in assets and liabilities: | ||
Accounts receivable | (353,149) | |
Other receivable | 2,880 | |
Prepaids and deposits | (270,735) | (60,395) |
ROU liabilities | (76,228) | 38,745 |
Accounts payable | (78,412) | 42,936 |
Accrued interest | 1,386 | |
Accrued expenses and compensation | 5,499 | 20,932 |
Net cash used in operating activities | (3,929,837) | (3,213,794) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | (74,184) | (207,367) |
Net cash used by investing activities | (74,184) | (207,367) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 6,586,193 | 5,299,000 |
Repayment on note payable | (798,988) | (1,646,513) |
Proceeds from note payable | 175,435 | |
Proceeds from the exercise of stock options and warrants | 19,069 | 108,000 |
Net cash provided by financing activities | 5,981,709 | 3,760,487 |
Net increase in cash and cash equivalents | 1,977,693 | 339,325 |
Cash and cash equivalents, beginning of year | 3,662,615 | 3,323,290 |
Cash and cash equivalents, end of year | 5,640,308 | 3,662,615 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 3,727 | 1,421 |
Cash paid for taxes | ||
Schedule of Non-Cash Information | ||
Insurance financing for prepaid insurance | 175,435 | 117,209 |
Implementation of ASC 842 | 617,569 | |
Forgiveness of PPP loan | 81,550 | |
Equipment investing in accounts payable | 64,107 | |
Common stock issued for repayment of convertible notes | $ 47,498 |
Organization of Business, Going
Organization of Business, Going Concern and Summary of Signficant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION OF BUSINESS, GOING CONCERN AND SUMMARY OF SIGNFICANT ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION OF BUSINESS, GOING CONCERN AND SUMMARY OF SIGNFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of Applied Energetics, Inc. and its wholly owned subsidiary North Star Power Engineering, Inc. (“North Star”) (collectively, “company,” “Applied Energetics, “we,” “our” or “us”). All intercompany balances and transactions have been eliminated. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2022, the company incurred a net loss of $5,771,642, had negative cash flows from operations of $3,929,201 and may incur additional future losses if the company is unable to secure significant government contracts. At December 31, 2022, the company had total current assets of $6,086,231 and total current liabilities of $756,532 resulting in working capital of $5,329,699. At December 31, 2022, the company had cash of $5,640,308. Based on the company’s current business plan, it believes its cash balance as of the date of this filing, together with anticipated revenues from a government grant and contract, will be sufficient to meet its anticipated cash requirements for the near term. However, there can be no assurance that the current business plan will be achievable. Such conditions raise substantial doubts about the company’s ability to continue as a going concern for one year from the date the financial statements are issued. The company’s existence depends upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that management’s efforts will result in profitable operations or enable it to overcome future liquidity concerns. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability of assets, the amount or classification of liabilities or otherwise that might be necessary should the company be unable to continue as a going concern. The ongoing COVID-19 pandemic and pandemic-related trade conditions, such as exacerbated port congestion, supplier shutdowns and delays, contribute to this uncertainty. Additionally, Russia’s military action in Ukraine and related economic sanctions around the globe, could impact the company’s ability to source necessary supplies and equipment which could materially and adversely affect its ability to continue as a going concern. In addition, the company’s ability to continue as a going concern may depend on its ability to raise capital which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity. This may result in third-party financing being unavailable on terms acceptable to the company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the company’s financial position and results of operations are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. To further improve its liquidity position, the company’s management continues to explore additional equity financing through discussions with investment bankers and private investors. There can be no assurance that the company will be successful in its effort to secure additional equity financing. During the year ended December 31, 2022, the company received funds in the amount of $6,586,198 as part of a placement of equity. The financial statements do not include any adjustments relating to the recoverability of assets and the amount or classification of liabilities that might be necessary should the company be unable to continue as a going concern. Applied Energetics, Inc. is a corporation organized and existing under the laws of the State of Delaware. Our headquarters are located at 9070 S. Rita Road Suite 1500, Tucson, Arizona, 85747, including office and laboratory space, and our telephone number is (520) 628-7415. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management bases its assumptions on historical experiences and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In addition, management considers the basis and methodology used in developing and selecting these estimates, the trends in and amounts of these estimates, specific matters affecting the amount of and changes in these estimates, and any other matters related to these estimates, including significant issues concerning accounting principles and financial statement presentation. Such estimates and assumptions could change in the future as more information becomes known which could impact the amounts reported and disclosed herein. Significant estimates include revenue recognition, carrying amounts of long-lived assets, valuation assumptions for share-based payments, evaluation of debt modification accounting, effective borrowing rate determinations, analysis of fair value transferred upon debt extinguishment, valuation and calculation of measurements of income tax assets and liabilities. Net Loss Attributable to Common Stockholders Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period before giving effect to stock options, stock warrants, restricted stock units and convertible securities outstanding, which are considered to be dilutive common stock equivalents. Diluted net loss per common share is calculated based on the weighted average number of common and potentially dilutive shares outstanding during the period after giving effect to dilutive common stock equivalents. Contingently issuable shares are included in the computation of basic loss per share when issuance of the shares is no longer contingent. The number of shares underlying warrants, options, restricted stock units and our Series A Convertible Preferred Stock, which were not included in the computation of earnings per share because the effect was antidilutive, was 24,869,140 and 30,343,602 for the years ended December 31, 2022 and 2021, respectively. Fair Value of Current Assets and Liabilities The carrying amount of accounts payable approximate fair value due to the short maturity of these instruments. Cash and Cash Equivalents Cash equivalents are investments in money market funds or securities with an initial maturity of three months or less. We maintain our cash balances at a commercial bank, and, at times, balances exceed FDIC limits. As of December 31, 2022, $5,390,308 of our cash balance was uninsured. Income Taxes Deferred tax assets and liabilities are recognized currently for the future tax consequences attributable to the temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. Our valuation allowance is currently 100% of our assets. We consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of a net deferred tax asset. Judgment is used in considering the relative impact of negative and positive evidence. In arriving at these judgments, the weight given to the potential effect of negative and positive evidence is commensurate with the extent to which it can be objectively verified. We record a valuation allowance to reduce our deferred tax assets and review the amount of such allowance annually. When we determine certain deferred tax assets are more likely than not to be utilized, we will reduce our valuation allowance accordingly. Revenue Recognition The company recognizes revenue in accordance with ASC Topic 606 – Revenue from Contracts with Customers (“ASC 606”) to depict the transfer of control to the company’s customers in an amount reflecting the consideration to which the company expects to be entitled. The company determines revenue recognition through the following steps: i. Identification of the contract, or contracts, with a customer ii. Identification of the performance obligations in the contract iii. Determination of the transaction price iv. Allocation of the transaction price to the performance obligations in the contract v. Recognition of revenue, when, or as, the company satisfies the performance obligations. The company generated revenue from its customer by preparing a technical report. The company’s single performance obligation was to deliver the final technical report detailing the findings of the company’s investigations. The fee for the report was fixed. Share-Based Payments Employee stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The fair value of each option grant is estimated at the date of grant using the Black Scholes-Merton option valuation model. We make the following assumptions relative to this model: (i) the annual dividend yield is zero as we do not pay dividends on common stock, (ii) the weighted-average expected life is based on a midpoint scenario, where the expected life is determined to be half of the time from grant to expiration, regardless of vesting, (iii) the risk free interest rate is based on the U.S. Treasury security rate for the expected life, and (iv) the volatility is based on the level of fluctuations in our historical share price for a period equal to the weighted-average expected life. We estimate forfeitures when recognizing compensation expense and adjust this estimate over the requisite service period should actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment, which is recognized in the period of change, and which impacts the amount of unamortized compensation expense to be recognized in future periods. Significant Concentrations and Risks We maintain cash balances at a commercial bank, and, at times, balances exceed FDIC limits. As of December 31, 2022, $5,390,308 of our cash balance was uninsured. |
New Accounting Standards
New Accounting Standards | 12 Months Ended |
Dec. 31, 2022 | |
New Accounting Standards [Abstract] | |
NEW ACCOUNTING STANDARDS | NOTE 2 – NEW ACCOUNTING STANDARDS The company has reviewed all issued accounting pronouncements and plans to adopt those that are applicable to it. The company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position. In December 2019, the FASB issued amended guidance in the form of ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU is intended to simplify various aspects of accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for annual periods beginning after December 15, 2020, and interim periods within those annual periods, with early adoption permitted. An entity that elects early adoption must adopt all the amendments in the same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The company has evaluated the impact of this new standard and notes the guidance did not have a material impact on our financial statements. On August 5, 2020, the FASB issued ASU No. 2020-06 which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 simplifies the guidance in U.S. GAAP on the issuer’s accounting for convertible debt instruments and preferred stock. Such guidance includes multiple disparate sets of classification, measurement, and derecognition requirements whose interactions are complex. ASU 2020-06 is effective for annual periods beginning after December 15, 2021, and interim periods within those annual periods, with early adoption permitted. An entity that elects early adoption must adopt all the amendments in the same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The company adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on the company’s financial statements. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES 3 – NOTES PAYABLE On May 24, 2019, the company entered into an Asset Purchase Agreement (the “APA”) with Applied Optical Sciences, LLC (“AOS”) to acquire certain assets. As consideration for the APA, the company entered into a promissory note issued to the shareholders of AOS for $2,500,000. The note is non-interest bearing and payable in equal installments. The company made the first three payments of $500,000 on February 10, 2021, May 24, 2021, and November 19, 2021, respectively. The Promissory Note was amended on May 23, 2022, as modification of debt, to extend the maturity date by one year to, May 24, 2023 and restructure the payment to time up to the adjusted maturity date. The remaining balance of $1,000,000 as of June 30, 2022 is to be paid in ten equal installments of $100,000 over a period of ten months with the final installment to be paid on April 24, 2023. In accordance with the amended terms of the promissory note, the company made six payments of $100,000 each, for an aggregate repayment of $600,000. As of December 30, 2022, $400,000 in principle was outstanding on this loan. Paycheck Protection Program On April 28, 2020, the company entered into a loan agreement with Alliance Bank of Arizona, N.A. for a loan in the amount of $132,760 pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act enacted on March 27, 2020 (the “CARES Act”). This loan is evidenced by a promissory note, dated April 27, 2020, and matured two years from the disbursement date. This loan bears interest at a rate of 1.00% per annum, with the first six-months ended of interest deferred. Principal and interest are payable monthly commencing six-months ended after the disbursement date and may be prepaid by the company at any time prior to maturity with no prepayment penalties. This loan contains customary events of default relating to, among other things, payment defaults or breaches of the terms of the loan. Upon the occurrence of an event of default, the lender may require immediate repayment of all amounts outstanding under the note. Under the terms of the PPP, up to the entire amount of principal and accrued interest may be forgiven to the extent loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration (“SBA”) under the PPP. The company partially used the loan amount for designated qualifying expenses and received notice from the SBA on June 30, 2021, that the company would not be required to repay $81,550 in proceeds. As a result, the company received partial forgiveness of the PPP amounting to $80,594 in principal and $956 in interest which is reflected within PPP forgiveness and other income on the statements of operations. During the year ended December 31, 2022, the company paid the remaining balance of the loan in the aggregate of $23,553 in four equal payments, with the loan formally repaid on April 20, 2022. As a result, as of December 31, 2022, no principal or interest was outstanding on this loan. Premium Financing On April 8, 2022, the company entered into an agreement with Oakwood D&O Insurance to provide financing in an amount of $234,367 for the insurance premium associated with two D&O policies. Both policies commenced March 12, 2022, and provided coverage for the next 12 months, expiring March 12, 2023. The loan bears interest at a fixed rate of 5% per annum and required the company to prepay $58,932 and appears on the balance sheet as a current asset. On April 12, 2022, the company commenced the first of nine principal and interest payments of $19,901 for an aggregate of $175,435. In accordance with the terms of the agreement, the final payment was made on December 6, 2022, thus, as of December 31, 2022, the outstanding balance on the note was $0. The following reconciles notes payable as of December 31, 2022 and December 31, 2021: December 31, December 31, Beginning balance $ 1,024,190 $ 2,681,157 Notes payable 175,435 117,209 Accrued interest (636 ) 1,385 Payments on notes payable (798,988 ) (1,646,513 ) Extinguishment of Debt - (81,550 ) Converted into common stock - (47,498 ) Total 400,000 1,024,910 Less-Notes payable – current 400,000 1,024,910 Notes payable – non-current $ - $ - Future principal payments for the company’s Notes as of December 31, 2022 are as follows: 2023 $ 400,000 Thereafter - Total $ 400,000 The company’s note payable balance of $400,000 is due within the next twelve months, in accordance with the terms of note payable. $400,000 of the outstanding notes payable balance at December 31, 2022 will be paid in four equal installments of $100,000 over the next four months, with the final installment to paid on April 24, 2023. Subsequent to the year ended December 31, 2022, the company entered into a $161,267 financing agreement to finance its Directors and Officers insurance premiums. |
Deferred Compensation
Deferred Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Compensation [Abstract] | |
DEFERRED COMPENSATION | NOTE 4 – DEFERRED COMPENSATION On May 24, 2019, the company entered into the APA with AOS to acquire certain assets. As consideration for the APA, the company entered into a promissory note issued to the shareholders of AOS for $2,500,000. The company also recorded a debt discount, which is reported on the balance sheet as deferred compensation, in the amount of $2,500,000 in relation to the transaction which is being amortized over the life of the loan as compensation expense. The amortization of deferred compensation for the year ended December 31, 2022, and 2021 was $416,667 and $833,333, respectively. As of December 31, 2022, and 2021, the remaining deferred compensation to be amortized was $0 and $416,667, respectively. |
Due to Related Parties
Due to Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Due to Related Parties [Abstract] | |
DUE TO RELATED PARTIES | NOTE 5 – DUE TO RELATED PARTIES It has come to the board’s attention that on July 31, 2018, our now deceased CEO deposited $50,000 into the company’s account. Although it has been suggested that the funds may have been intended for use toward Mr. Dearmin’s healthcare, the board does not know for certain what the purpose of the funds were or the nature of any intended investment. Accordingly, the board is investigating the appropriate disposition of the funds which will likely be to the estate of Mr. Dearmin. Until such a determination is made, the board does not intend to use these funds for any corporate purpose. For reporting purposes, the company has treated the deposit as a due to related party. |
Stockholders_ deficit
Stockholders’ deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ deficit [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 6 – STOCKHOLDERS’ DEFICIT Authorized Capital Stock The company’s authorized capital stock consists of 500,000,000 shares of common stock at a par value of $.001 per share and 2,000,000 shares of preferred stock at a par value of $.001 per share. During the year ended December 31, 2021, the company issued 4,054,665 shares of common stock in a private placement to accredited investors for $0.75 per share or $3,041,000 of net cash proceeds, in the aggregate. During the year ended December 31, 2021, the company issued 7,056,250 shares of common stock in a private placement to accredited investors for $0.32 per share or $2,258,000 of net cash proceeds, in the aggregate. During the year ended December 31, 2021, the company issued 158,329 shares of common stock upon the conversion of $47,498 of convertible notes. During the year ended December 31, 2021, the company issued 31,250 shares of common stock in relation to a restricted stock agreement with a value of $4,550. During the year ended December 31, 2021, the company issued an aggregate of 900,000 shares of common stock upon the exercise of 900,000 warrants at an exercise price of $0.07 a share. During the year ended December 31, 2021, the company issued an aggregate of 750,000 shares of common stock upon the exercise of 250,000 warrants at an exercise price of $0.06 a share. During the year ended December 31, 2021, the company issued 1,005,682 shares of common stock upon the exercise of 1,090,910 options at an exercise price of $0.05 a share. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company issued 259,741 shares of common stock upon the exercise of 500,000 options at an exercise price of $0.37 a share. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company issued 475,000 shares of common stock with an exercise of 500,000 options. 25,000 shares of common stock were withheld with the exercise. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company issued 482,143 shares of common stock with an exercise of 500,000 options. 17,857 shares of common stock were withheld with the exercise. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company issued 728,814 shares of common stock with an exercise of 750,000 options. 21,186 shares of common stock were withheld with the exercise. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company issued 400,158 shares of common stock with an exercise of 409,090 options. 8,932 shares of common stock were withheld with the exercise. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company issued 731,109 shares of common stock with an exercise of 750,000 options. 18,891 shares of common stock were withheld with the exercise. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company recognized stock-based compensation in the amount of $1,236,806. During the year ended December 31, 2022, the company issued 130,417 shares of common stock for previously vested and expensed shares in relation to a restricted stock agreement. For the year ended December 31, 2022, the company recorded $0 in relation to these shares. During the year ended December 31, 2022, the company issued 137,066 shares of common stock upon the exercise of 137,066 options at an exercise price of $0.13 a share. As a result, the company received $17,819 in cash proceeds as part of the transaction. During the year ended December 31, 2022, the company issued 25,000 shares of common stock upon two warrant exercises of 12,500 shares each, at an exercise price of $0.05 a share. The company received $1,250 in cash proceeds as part of the transaction. During the year ended December 31, 2022, the company issued 2,993,727 shares of common stock in a private placement to accredited investors for $2.20 per share or $6,586,198 of net cash proceeds, in the aggregate. Effective August 1, 2022, the company entered into an Executive Employment Agreement with Mr. Donaghey who was appointed the company’s Chief Financial Officer (“CFO”). As part of the Executive Employment Agreement, the company granted 1,000,000 options to purchase shares of common stock at an exercise price of $2.36 per share. The options vest over a period of four years and expire ten years from the date of the grant. Mr. Donaghey was also granted 400,000 shares of restricted to units as part of his Executive Employment Agreement (see “Share-Based Payments” below). Further, Mr. Donaghey forfeited unvested options to purchase 950,000 shares of common stock which he had previously received for his service on the company’s Board of Advisors. The forfeiture of the unvested options resulted in the reversal of previously recorded stock-based compensation expense in the amount of approximately $176,000. During the year ended December 31, 2022 and 2021, the company recognized stock-based compensation in the amount of $1,776,140 and $1,236,806, respectively. Preferred Stock As of December 31, 2022, and December 31, 2021, there were 13,602 shares of Series A Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”) issued and outstanding, respectively. The company has not paid the dividends commencing with the quarterly dividend due August 1, 2013. Dividend arrearages as of December 31, 2022, including previously accrued dividends included in our balance sheet are approximately $331,549. Our Board of Directors suspended the declaration of the dividend, commencing with the dividend payable as of February 1, 2015, since we did not have a surplus (as such term is defined in the Delaware general corporation Law) as of December 31, 2014, until such time as we have a surplus or net profits for a fiscal year. Our Series A Preferred Stock has a liquidation preference of $25.00 per share. The Series A Preferred Stock bears dividends at the rate of 6.5% of the liquidation preference per share per annum, which accrues from the date of issuance, and is payable quarterly. Dividends may be paid in: (i) cash, (ii) shares of our common stock (valued for such purpose at 95% of the weighted average of the last sales prices of our common stock for each of the trading days in the ten trading day period ending on the third trading day prior to the applicable dividend payment date), provided that the issuance and/or resale of all such shares of our common stock are then covered by an effective registration statement and the company’s common stock is listed on a U.S. national securities exchange or the Nasdaq Stock Market at the time of issuance or (iii) any combination of the foregoing. If the company fails to make a dividend payment within five business days following a dividend payment date, the dividend rate shall immediately and automatically increase by 1% from 6.5% of the liquidation preference per offered share of Series A preferred stock to 7.5% of such liquidation preference. If a payment default shall occur on two consecutive dividend payment dates, the dividend rate shall immediately and automatically increase to 10% of the liquidation preference for as long as such payment default continues and shall immediately and automatically return to the initial dividend rate at such time as the payment default is no longer continuing. Each share of Series A Preferred Stock is convertible at any time at the option of the holder into a number of shares of common stock equal to the liquidation preference (plus any unpaid dividends for periods prior to the dividend payment date immediately preceding the date of conversion by the holder) divided by the conversion price (initially $12.00 per share, subject to adjustment in the event of a stock dividend or split, reorganization, recapitalization or similar event). If the closing sale price of the common stock is greater than 140% of the conversion price on 20 out of 30 trading days, the company may redeem the Series A Preferred Stock in whole or in part at any time through October 31, 2010, upon at least 30 days’ notice, at a redemption price, payable in cash, equal to 100% of the liquidation preference of the shares to be redeemed, plus unpaid dividends thereon to, but excluding, the redemption date, subject to certain conditions. In addition, beginning November 1, 2010, the company may redeem the Series A Preferred Stock in whole or in part, upon at least 30 days’ notice, at a redemption price, payable in cash, equal to 100% of the liquidation preference of the Series A Preferred Stock to be redeemed, plus unpaid dividends thereon to, but excluding, the redemption date, under certain conditions. If a change of control occurs, each holder of shares of Series A Convertible Preferred Stock that are outstanding immediately prior to the change of control shall have the right to require the corporation to purchase, out of legally available funds, any outstanding shares of Series A Convertible Preferred Stock at the defined purchase price. The purchase price is defined as: per share of Preferred Stock, 101% of the liquidation preference thereof, plus all unpaid and accumulated dividends, if any, to the date of purchase thereof. The purchase price is payable, at the corporation’s option, (x) in cash, (y) in shares of the common stock at a discount of 5% from the fair market value of Common Stock on the Purchase Date (i.e. valued at a 95% discount of the Common Stock on the Purchase Date), or (z) any combination thereof. If the Corporation pays all or a portion of the Purchase Price in Common Stock, no fractional shares of Common Stock will be issued; instead, the company will round the applicable number of shares of Common Stock up to the nearest whole number of shares; provided that the Corporation may pay the Purchase Price (or a portion thereof), whether in cash or in shares of Common Stock, only if the Corporation has funds legally available for such payment and may pay the Purchase Price (or a portion thereof) in shares of its Common Stock only if (i) the Common Stock is listed on a U.S. national securities exchange or the Nasdaq Stock Market at the time of issuance and (ii) a shelf registration statement covering the issuance by the Corporation and/or resales of the Common Stock issuable as payment of the Purchase Price is effective on the Payment Date unless such shares are eligible for immediate resale in the public market by non-affiliates of the Corporation. Stock Option and Stock Issuance Plan Effective November 12, 2018, the Board of Directors of Applied Energetics, Inc. adopted the 2018 Incentive Stock Plan. The plan provides for the allocation and issuance of options (both incentive stock options and non-qualified stock options) to officers, directors, employees and consultants of the company. The board reserved a total of 50,000,000 shares for possible issuance under the plan. We have, from time to time, also granted non-plan shares, restricted stock units and options to certain officers, directors, employees and consultants. Total stock-based compensation expense for grants to officers, employees and consultants was $1,776,140 and $1,236,806 for the year ended December 31, 2022, and 2021, respectively, which was charged to general and administrative expense. Stock-based compensation for the year ended December 31, 2022, was comprised of 140,000 shares under a restricted stock agreement the company entered into in May of 2021. The restricted stock awards were valued at $84,000 of which the full $84,000 was recognized as of December 31, 2022. The shares vest annually over two years with the first installment one year from the agreement; provided, however, if either party terminates the agreement at any time prior to the last date of it ending, then the shares will vest, pro rata, for each month served since the most recent prior annual vesting date. The $1,776,140 stock-based compensation for the year ended December 31, 2022, was comprised of $1,250,641 option expense, $302,499 expense from the vesting of the restricted stock and $223,000 was the amortization of 5,000,000 shares of stock valued at $0.4014 over three years for the acquisition of assets of Applied Optical Sciences. The company recognized no related income tax benefit because our deferred tax assets are fully offset by a valuation allowance. Stock Options We determine the fair value of option grant share-based awards at their grant date, using a Black-Scholes- Merton Option Pricing Model. As of December 31, 2022, the company has $3,510,391 of unrecognized compensation cost related to unvested stock options granted and outstanding, net of estimated forfeitures. The cost is expected to be recognized on a weighted average basis over a period of approximately six years. The following table summarizes the activity of our stock options for the years ended December 31, 2022 and 2021: Shares Weighted Weighted Intrinsic Outstanding at January 1, 2021 32,000,000 $ 0.1419 5.60 $ 6,054,000 Granted 1,915,000 0.7806 Exercised (4,500,000 ) 0.0856 Forfeited or expired (1,000,000 ) 0.3700 Outstanding at December 31, 2021 28,415,000 $ 0.1859 5.84 $ 60,640,900 Granted 2,520,451 2.3745 17,358,678 Exercised (137,066 ) (0.1300 ) (1,287,274 ) Forfeited or expired (7,950,000 ) - (73,629,987 ) Outstanding at December 31, 2022 22,848,385 $ 0.3666 6.42 $ 203,236,473 Outstanding and exercisable at December 31, 2022 20,476,821 $ 0.1880 7.17 $ 185,798,980 We determine the fair value of option grant share-based awards at their grant date, using a Black-Scholes- Merton Option Pricing Model applying the assumptions in the following table: Years Ended Assumptions: 2022 2021 Risk-free interest rate 0.08-4.45 % 0.05-0.07 % Expected dividend yield 0 % 0 % Expected volatility 126.33 % 128-130 % Expected life (in years) 5 2-3 Restricted Stock Stock-based compensation for the year ended December 31, 2022, was comprised of 140,000 shares under a restricted stock agreement the company entered into in May of 2021. The restricted stock awards were valued at $84,000 of which $15,355 was recognized in 2022. The shares vest annually over two years with the first installment one year from the agreement; provide, however, if either party terminates the agreement at any time prior to the last date of it ending, then the shares will best, pro rata, for each month served since the most recent prior annual vesting date As part of his Executive Employment Agreement dated July 13, 2022 the company granted 400,000 shares issued as restricted stock units to the Chief Financial Officer. The restricted stock units were valued at $928,000 of which $109,176 was recognized as of December 31, 2022. The shares vest in equal annual installments over four years. If either party terminates the agreement at any time prior to the last date of it ending, then the shares will vest, pro rata, for each month served since the most recent prior annual vesting date. The Restricted Stock Units are issued pursuant to a Restricted Stock Unit Agreement, dated as of July 13, 2022. As part of his amended Executive Employment Agreement dated November 29, 2022 the company granted 1,954,545 shares issued as restricted stock units to the Chief Executive Officer. The restricted stock units were valued at $3,850,454 of which $86,912 was recognized as of December 31, 2022. The shares vest in equal annual installments over four years. If either party terminates the agreement at any time prior to the last date of it ending, then the shares will vest, pro rata, for each month served since the most recent prior annual vesting date. The Restricted Stock Units are issued pursuant to a Restricted Stock Unit Agreement, dated as of November 29, 2022. Additionally, Stock-based compensation for the years ended December 31, 2022, was comprised of an aggregate of 250,000 shares issued pursuant to the restricted stock unit agreements, dated July 13, 2022. The restricted stock units were valued at $580,000 of which $90,939 was recognized as of December 31, 2022. The shares vest with 25% being vested at the end of year one and two respectively, with the remaining 50% being expensed at the end of year three As of December 31, 2022, the company has $5,071,427 of unrecognized compensation cost related to unvested restricted stock options granted and outstanding. The fair value of restricted stock and restricted stock units was estimated using the closing price of our common stock on the date of award and fully recognized upon vesting. Restricted stock activity for the years ended December 31, 2022 and 2021, was as follows: Restricted Stock Outstanding Shares Weighted Outstanding at January 1, 2021 75,000 $ 0.35 Granted – restricted stock units and awards 140,000 0.61 Granted – performance – based stock units - - Canceled - - Vested and converted to shares - - Outstanding at December 31, 2021 215,000 $ 0.52 Granted – restricted stock units and awards 2,604,545 2.06 Granted – performance – based stock units - - Canceled - - Vested and converted to shares - - Outstanding at December 31, 2022 2,819,545 $ 1.9396 Warrants The following table summarizes the activity of our warrants for the years ended December 31, 2022 and 2021: Warrant Activity Shares Weighted Weighted Outstanding at January 1, 2021 3,550,000 $ 0.0627 6.17 Granted - - - Exercised (1,650,000 ) 0.0652 - Forfeited or expired (125,000 ) 0.0599 - Outstanding at December 31, 2021 1,775,000 0.0599 7.43 Granted - - - Exercised (25,000 ) 0.0500 - Forfeited or expired - - - Outstanding at December 31, 2022 1,750,000 $ 0.0600 6.53 Outstanding and exercisable at December 31, 2022 1,750,000 $ 0.0600 6.53 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition [Abstract] | |
REVENUE RECOGNITION | NOTE 7 – REVENUE RECOGNITION The company derives revenue from technical research detailing the findings of its investigations to its customers under contract for specific projects. Under Topic 606, revenue is recognized when control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. A performance obligation is a contractual promise to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The transaction price of a contract is allocated to distinct performance obligations and recognized as revenue when or as the performance obligations are satisfied. The company’s contracts require significant integrated services and are accounted for as a single performance obligation, and revenue is recognized by the company over the contract term at a fixed contract price. Concentrations During the year ended December 31, 2022, the company earned revenue from two contracts with two separate customers. One customer accounted for $1,135,584 or 87% of revenue recognized during the period. As of December 31, 2022. The company has $353,149 of accounts receivable recorded as current assets on the balance sheet. As of December 31, 2022, one customer accounted for $324,452 or 92% of accounts receivable. The company had no revenue during the year ended, December 31, 2021. |
Commitements and Contingencies
Commitements and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitements and Contingencies [Abstract] | |
COMMITEMENTS AND CONTINGENCIES | NOTE 8 – COMMITEMENTS AND CONTINGENCIES Operating Leases In March 2021, the company signed a five-year lease for a 13,000 square foot laboratory/office space in Tucson. The initial base rent was $6.7626 per rentable square foot for year one and escalated to $9.2009 per rentable square foot in year two. It is to further escalate to $11.4806 per rentable square foot in year three, $13.1740 per rentable square foot in year four and $14.9306 per rentable square foot in year five, in addition to certain operating expenses and taxes. The company incurred lease expense for its operating leases of $148,526 which was included in general and administrative expenses in the statements of operation for the year ended December 31, 2022. During the year ended December 31, 2022, the company made cash lease payments in the amount of $112,613. At December 31, 2022, we had approximately $143,000 in future minimum lease payments due in less than a year. The below table presents the future minimum lease payments due reconciled to lease liabilities. Operating For the fiscal years ending December 31, 2022: $ 2023 143,325 2024 168,577 2025 191,778 2026 66,536 Thereafter - Total undiscounted lease payments 570,216 Present value discount, less interest 63,029 Lease Liability $ 507,187 Guarantees The company agrees to indemnify its officers and directors for certain events or occurrences arising as a result of the officers or directors serving in such capacity. The maximum amount of future payments that the company could be required to make under these indemnification agreements is unlimited. However, the company maintains a director’s and officer’s liability insurance policy that limits its exposure and enables it to recover a portion of any future amounts paid. As a result, it believes the estimated fair value of these indemnification agreements is minimal because of its insurance coverage, and it has not recognized any liabilities for these agreements as of December 31, 2022 and 2021. Litigation On July 3, 2019, Gusrae, Kaplan & Nusbaum and its partner, Ryan Whalen filed a complaint in the United States District Court for the Southern District of New York against the company, its directors, officers, attorneys and a consultant. The action alleged libel, securities fraud and related claims. The company filed a motion to dismiss the complaint on October 24, 2019. On December 13, 2019, Gusrae Kaplan and Mr. Whalen filed an opposition to the company’s motion. On January 10, 2020, the company filed a reply brief. On August 5, 2021, the plaintiffs filed a Notice of Voluntary Dismissal of the action without prejudice. On January 15, 2021, the company filed a complaint in the United States District Court, Southern District of New York, against Gusrae, Kaplan & Nusbaum and Ryan Whalen for malpractice and breach of New York Rules of Professional Conduct by both parties as former counsel to the company. On May 28, 2021, Gusrae, Kaplan & Nusbaum and Mr. Whalen filed a motion to dismiss the complaint. On June 25, 2021, the company filed an opposition to the motion. On July 13, 2021, Gusrae Kaplan & Nusbaum and Mr. Whalen filed their reply brief. On March 30, 2022, United States Magistrate Judge Debra Freeman signed an order denying the motion of GKN and Mr. Whalen to dismiss the company’s claim for malpractice and for rescission of the shares-for-fees agreement under which GKN and Whalen received shares of the company’s common stock. The motion was partially granted as to the separate claim for violation of NYRPC 1.7 and 1.8 because the court found that it was duplicative of the malpractice claim. The parties are currently engaged in discovery. No trial date has been set. On September 7, 2021, Gusrae Kaplan & Nusbaum and its partner Ryan Whalen filed a complaint in the New York Supreme Court against the company, its directors, officers, attorneys and a consultant, alleging a single claim for defamation per se based on the same conduct underlying their claim of libel in their voluntarily dismissed federal court action. The company filed a motion to dismiss the complaint on October 29, 2021, to which Gusrae Kaplan & Nusbaum and Mr. Whalen filed an opposition on January 13, 2022, and the company filed its reply brief on February 17, 2022. On May 23, 2022, the New York Supreme Court held a hearing on the motion to dismiss, and Judge Hagler ruled from the bench, granting all defendants’, including Applied Energetics’, motions to dismiss the claim, in its entirety, with prejudice. While he noted that defendants’ arguments regarding the claim being time-barred and the court lacking personal jurisdiction over certain defendants may have merit, he elected not to rule on those issues as he believed it appropriate to reach the merits. The judge declined to award sanctions requested by the defendants in this claim. The plaintiffs filed a notice of intent to appeal the dismissal but did not file their actual appeal brief The plaintiffs have filed a notice of intent to appeal this dismissal but did not file their actual appeal brief within the required time. As with any litigation, the company cannot predict the outcome with certainty, but the company expects to provide further updates on the status of the litigation as circumstances warrant. We may, from time to time, be involved in legal proceedings arising from the normal course of business. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income taxes [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES An analysis of the difference between the expected federal income tax for the years ended December 31, 2022, and 2021, and the effective income tax rate is as follows: Noncurrent deferred tax assets (liabilities): 2022 2021 Deferred Tax Assets Accrued Compensation $ 1,999,477 $ 1,895,848 Fixed Assets and intangibles (162,853 ) (114,167 ) Net Operating Loss Carryforwards and Credits 13,457,207 15,070,176 Total Deferred Tax Assets $ 15,293,832 $ 16,851,857 Valuation Allowance (15,293,832 ) (16,851,857 ) Net deferred tax / (liabilities) $ - $ - Tax effects of temporary differences at December 31, 2022 and December 31, 2021 are as follows: 2022 2021 Taxes calculated at federal rate $ (1,212,045 ) 21.0 % $ (1,139,345 ) 21.0 % State income tax, net of federal benefit (202,970 ) 3.5 % (195,688 ) 3.6 % Change in Valuation Allowance (1,558,025 ) 27.0 % 1,163,011 -21.4 % Expiration of tax attributes 2,973,040 -51.5 % 139,331 -2.6 % Prior period adjustment - 0.0 % 48,152 -0.9 % Permanent Items - 0.0 % (15,460 ) 0.3 % Provision (benefit) for taxes $ - 0.0 % $ - 0.0 % Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carry-forwards. In assessing if the deferred tax assets will be realized, the company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. During the year ended December 31, 2022, the deferred tax assets and the valuation allowance increased by $1,558,025 mainly as a result of current year tax loss. As of December 31, 2022, we have cumulative federal and Arizona net operating loss carryforwards of approximately $59.7 million and $15.0 million, respectively, which can be used to offset future income subject to taxes. Of the $59.7 million, of Federal net operating loss carryforwards, $44.9 begin to expire in 2022. The remaining balance of $14.8 million is limited in annual usage of 80% of current years taxable income but do not have an expiration. Arizona net operating loss carryforwards begin to expire in 2022. In addition there are federal net operating loss carryforwards is approximately $27.0 million from USHG related to pre-merger losses. We also have pre-merger federal capital loss carryforwards of approximately $520,000. As of December 31, 2022, we had cumulative unused research and development tax credits of approximately $239,000 and $122,000, which can be used to reduce future federal and Arizona income taxes, respectively. As of December 31, 2022, we have cumulative unused federal minimum tax credit carryforwards from USHG of approximately $244,000. The federal minimum tax credit carryforwards are not subject to expiration under current federal tax law. Utilization of our USHG pre-merger net operating loss carryforwards and tax credits is subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss carryforwards and tax credit carryforwards before utilization. We have unrecognized tax benefits attributable to losses and minimum tax credit carryforwards that were incurred by USHG prior to the merger in March 2004 as follows: Balance at December 31, 2020 $ 9,635,824 Additions related to prior year tax provisions - Additions related to current year tax provisions - Reductions related to prior year tax positions and settlements - Balance at December 31, 2021 $ 9,635,824 Additions related to prior year tax provisions - Additions related to current year tax provisions - Reductions related to prior year tax positions and settlements - Balance at December 31, 2022 $ 9,635,824 These benefits are not recognized as a result of uncertainty regarding the utilization of the loss carryforwards and minimum tax credits. If in the future we utilize the attributes and resolve the uncertainty in our favor, the full amount will favorably impact our effective income tax rate. The company considers the U.S. and Arizona to be major tax jurisdictions. As of December 31, 2022, for federal tax purposes the tax years 2020-2022 and for Arizona the tax years 2017 through 2022 remain open to examination. The company currently does not expect any material changes to unrecognized tax positions within the next twelve months. We recognize interest and penalties related to unrecognized tax benefits in income tax expense. As of December 31, 2022, and 2021, we had no accrued interest or penalties related to our unrecognized tax benefits. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS The company’s management has evaluated subsequent events occurring after December 31, 2022, the date of our most recent balance sheet, through the date our financial statements were issued. Premium Financing Subsequent to the year ended December 31, 2022, the company entered into a $161,267 financing agreement to finance its Directors and Officers insurance premiums. Common Stock Subsequent to the year ended December 31, 2022, the company issued 100,000 shares of common stock upon the exercise of 100,000 options at an exercise price of $0.70 a share. As a result, the company received $7,000 in cash proceeds as part of the transaction. Subsequent to the year ended December 31, 2022, the company issued 75,000 shares of common stock upon the exercise of 75,000 options at an exercise price of $0.13 a share. As a result, the company received $9,750 in cash proceeds as part of the transaction. Subsequent to the year ended December 31, 2022, the company issued 9,584 shares of common stock for services rendered pursuant to board of advisor’s agreement. Subsequent to the year ended December 31, 2022, the company issued restricted stock units covering 940,909 shares for services rendered pursuant to an amendment to a master services agreement with a consultant. Subsequent to the year ended December 31, 2022, the company issued incentive stock options to purchase up to 312,500 shares of common stock, at an exercise price of $2.05, to one new employee. Subsequent to the year ended December 31, 2022, the company issued incentive stock options to purchase up to 100,000 shares of common stock, at an exercise price of $2.20, to two new employees. Subsequent to the year ended December 31, 2022, the company issued incentive stock options to purchase up to 100,000 shares of common stock, at an exercise price of $2.25, to one new employee. In addition, the company issued restricted stock units covering 35,000 shares for services rendered pursuant to an employment agreement. Related Party In January 2023, the company made a $25,000 tax-deductible donation to Silicon Valley Defense Group (SVDG), a 501(c)(3) organization of which Christopher Donaghey, our Chief Financial and Operating Officer, is a founder and member of the Board of Directors. As its objective, SVDG “seeks to align and connect the people, capital, and ideas that will ensure allied democracies retain a durable techno-security advantage.” |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Applied Energetics, Inc. and its wholly owned subsidiary North Star Power Engineering, Inc. (“North Star”) (collectively, “company,” “Applied Energetics, “we,” “our” or “us”). All intercompany balances and transactions have been eliminated. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2022, the company incurred a net loss of $5,771,642, had negative cash flows from operations of $3,929,201 and may incur additional future losses if the company is unable to secure significant government contracts. At December 31, 2022, the company had total current assets of $6,086,231 and total current liabilities of $756,532 resulting in working capital of $5,329,699. At December 31, 2022, the company had cash of $5,640,308. Based on the company’s current business plan, it believes its cash balance as of the date of this filing, together with anticipated revenues from a government grant and contract, will be sufficient to meet its anticipated cash requirements for the near term. However, there can be no assurance that the current business plan will be achievable. Such conditions raise substantial doubts about the company’s ability to continue as a going concern for one year from the date the financial statements are issued. The company’s existence depends upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that management’s efforts will result in profitable operations or enable it to overcome future liquidity concerns. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability of assets, the amount or classification of liabilities or otherwise that might be necessary should the company be unable to continue as a going concern. The ongoing COVID-19 pandemic and pandemic-related trade conditions, such as exacerbated port congestion, supplier shutdowns and delays, contribute to this uncertainty. Additionally, Russia’s military action in Ukraine and related economic sanctions around the globe, could impact the company’s ability to source necessary supplies and equipment which could materially and adversely affect its ability to continue as a going concern. In addition, the company’s ability to continue as a going concern may depend on its ability to raise capital which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity. This may result in third-party financing being unavailable on terms acceptable to the company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the company’s financial position and results of operations are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. To further improve its liquidity position, the company’s management continues to explore additional equity financing through discussions with investment bankers and private investors. There can be no assurance that the company will be successful in its effort to secure additional equity financing. During the year ended December 31, 2022, the company received funds in the amount of $6,586,198 as part of a placement of equity. The financial statements do not include any adjustments relating to the recoverability of assets and the amount or classification of liabilities that might be necessary should the company be unable to continue as a going concern. Applied Energetics, Inc. is a corporation organized and existing under the laws of the State of Delaware. Our headquarters are located at 9070 S. Rita Road Suite 1500, Tucson, Arizona, 85747, including office and laboratory space, and our telephone number is (520) 628-7415. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management bases its assumptions on historical experiences and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In addition, management considers the basis and methodology used in developing and selecting these estimates, the trends in and amounts of these estimates, specific matters affecting the amount of and changes in these estimates, and any other matters related to these estimates, including significant issues concerning accounting principles and financial statement presentation. Such estimates and assumptions could change in the future as more information becomes known which could impact the amounts reported and disclosed herein. Significant estimates include revenue recognition, carrying amounts of long-lived assets, valuation assumptions for share-based payments, evaluation of debt modification accounting, effective borrowing rate determinations, analysis of fair value transferred upon debt extinguishment, valuation and calculation of measurements of income tax assets and liabilities. |
Net Loss Attributable to Common Stockholders | Net Loss Attributable to Common Stockholders Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period before giving effect to stock options, stock warrants, restricted stock units and convertible securities outstanding, which are considered to be dilutive common stock equivalents. Diluted net loss per common share is calculated based on the weighted average number of common and potentially dilutive shares outstanding during the period after giving effect to dilutive common stock equivalents. Contingently issuable shares are included in the computation of basic loss per share when issuance of the shares is no longer contingent. The number of shares underlying warrants, options, restricted stock units and our Series A Convertible Preferred Stock, which were not included in the computation of earnings per share because the effect was antidilutive, was 24,869,140 and 30,343,602 for the years ended December 31, 2022 and 2021, respectively. |
Fair Value of Current Assets and Liabilities | Fair Value of Current Assets and Liabilities The carrying amount of accounts payable approximate fair value due to the short maturity of these instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are investments in money market funds or securities with an initial maturity of three months or less. We maintain our cash balances at a commercial bank, and, at times, balances exceed FDIC limits. As of December 31, 2022, $5,390,308 of our cash balance was uninsured. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized currently for the future tax consequences attributable to the temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. Our valuation allowance is currently 100% of our assets. We consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of a net deferred tax asset. Judgment is used in considering the relative impact of negative and positive evidence. In arriving at these judgments, the weight given to the potential effect of negative and positive evidence is commensurate with the extent to which it can be objectively verified. We record a valuation allowance to reduce our deferred tax assets and review the amount of such allowance annually. When we determine certain deferred tax assets are more likely than not to be utilized, we will reduce our valuation allowance accordingly. |
Revenue Recognition | Revenue Recognition The company recognizes revenue in accordance with ASC Topic 606 – Revenue from Contracts with Customers (“ASC 606”) to depict the transfer of control to the company’s customers in an amount reflecting the consideration to which the company expects to be entitled. The company determines revenue recognition through the following steps: i. Identification of the contract, or contracts, with a customer ii. Identification of the performance obligations in the contract iii. Determination of the transaction price iv. Allocation of the transaction price to the performance obligations in the contract v. Recognition of revenue, when, or as, the company satisfies the performance obligations. The company generated revenue from its customer by preparing a technical report. The company’s single performance obligation was to deliver the final technical report detailing the findings of the company’s investigations. The fee for the report was fixed. |
Share-Based Payments | Share-Based Payments Employee stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The fair value of each option grant is estimated at the date of grant using the Black Scholes-Merton option valuation model. We make the following assumptions relative to this model: (i) the annual dividend yield is zero as we do not pay dividends on common stock, (ii) the weighted-average expected life is based on a midpoint scenario, where the expected life is determined to be half of the time from grant to expiration, regardless of vesting, (iii) the risk free interest rate is based on the U.S. Treasury security rate for the expected life, and (iv) the volatility is based on the level of fluctuations in our historical share price for a period equal to the weighted-average expected life. We estimate forfeitures when recognizing compensation expense and adjust this estimate over the requisite service period should actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment, which is recognized in the period of change, and which impacts the amount of unamortized compensation expense to be recognized in future periods. |
Significant Concentrations and Risks | Significant Concentrations and Risks We maintain cash balances at a commercial bank, and, at times, balances exceed FDIC limits. As of December 31, 2022, $5,390,308 of our cash balance was uninsured. |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of reconciles notes payable | December 31, December 31, Beginning balance $ 1,024,190 $ 2,681,157 Notes payable 175,435 117,209 Accrued interest (636 ) 1,385 Payments on notes payable (798,988 ) (1,646,513 ) Extinguishment of Debt - (81,550 ) Converted into common stock - (47,498 ) Total 400,000 1,024,910 Less-Notes payable – current 400,000 1,024,910 Notes payable – non-current $ - $ - |
Schedule of future principal payments | 2023 $ 400,000 Thereafter - Total $ 400,000 |
Stockholders_ deficit (Tables)
Stockholders’ deficit (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ deficit [Abstract] | |
Schedule of stock options | Shares Weighted Weighted Intrinsic Outstanding at January 1, 2021 32,000,000 $ 0.1419 5.60 $ 6,054,000 Granted 1,915,000 0.7806 Exercised (4,500,000 ) 0.0856 Forfeited or expired (1,000,000 ) 0.3700 Outstanding at December 31, 2021 28,415,000 $ 0.1859 5.84 $ 60,640,900 Granted 2,520,451 2.3745 17,358,678 Exercised (137,066 ) (0.1300 ) (1,287,274 ) Forfeited or expired (7,950,000 ) - (73,629,987 ) Outstanding at December 31, 2022 22,848,385 $ 0.3666 6.42 $ 203,236,473 Outstanding and exercisable at December 31, 2022 20,476,821 $ 0.1880 7.17 $ 185,798,980 |
Schedule of black-scholes- merton option-pricing model applying the assumptions | Years Ended Assumptions: 2022 2021 Risk-free interest rate 0.08-4.45 % 0.05-0.07 % Expected dividend yield 0 % 0 % Expected volatility 126.33 % 128-130 % Expected life (in years) 5 2-3 |
Schedule of fair value of restricted stock and restricted stock units | Restricted Stock Outstanding Shares Weighted Outstanding at January 1, 2021 75,000 $ 0.35 Granted – restricted stock units and awards 140,000 0.61 Granted – performance – based stock units - - Canceled - - Vested and converted to shares - - Outstanding at December 31, 2021 215,000 $ 0.52 Granted – restricted stock units and awards 2,604,545 2.06 Granted – performance – based stock units - - Canceled - - Vested and converted to shares - - Outstanding at December 31, 2022 2,819,545 $ 1.9396 |
Schedule of unrecognized stock-based compensation related to a lockup agreement | Warrant Activity Shares Weighted Weighted Outstanding at January 1, 2021 3,550,000 $ 0.0627 6.17 Granted - - - Exercised (1,650,000 ) 0.0652 - Forfeited or expired (125,000 ) 0.0599 - Outstanding at December 31, 2021 1,775,000 0.0599 7.43 Granted - - - Exercised (25,000 ) 0.0500 - Forfeited or expired - - - Outstanding at December 31, 2022 1,750,000 $ 0.0600 6.53 Outstanding and exercisable at December 31, 2022 1,750,000 $ 0.0600 6.53 |
Commitements and Contingencies
Commitements and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitements and Contingencies [Abstract] | |
Schedule of future minimum lease payments | Operating For the fiscal years ending December 31, 2022: $ 2023 143,325 2024 168,577 2025 191,778 2026 66,536 Thereafter - Total undiscounted lease payments 570,216 Present value discount, less interest 63,029 Lease Liability $ 507,187 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income taxes [Abstract] | |
Schedule of difference between the expected federal income tax | Noncurrent deferred tax assets (liabilities): 2022 2021 Deferred Tax Assets Accrued Compensation $ 1,999,477 $ 1,895,848 Fixed Assets and intangibles (162,853 ) (114,167 ) Net Operating Loss Carryforwards and Credits 13,457,207 15,070,176 Total Deferred Tax Assets $ 15,293,832 $ 16,851,857 Valuation Allowance (15,293,832 ) (16,851,857 ) Net deferred tax / (liabilities) $ - $ - |
Schedule of tax effects of temporary differences | 2022 2021 Taxes calculated at federal rate $ (1,212,045 ) 21.0 % $ (1,139,345 ) 21.0 % State income tax, net of federal benefit (202,970 ) 3.5 % (195,688 ) 3.6 % Change in Valuation Allowance (1,558,025 ) 27.0 % 1,163,011 -21.4 % Expiration of tax attributes 2,973,040 -51.5 % 139,331 -2.6 % Prior period adjustment - 0.0 % 48,152 -0.9 % Permanent Items - 0.0 % (15,460 ) 0.3 % Provision (benefit) for taxes $ - 0.0 % $ - 0.0 % |
Schedule of unrecognized tax benefits attributable to losses and minimum tax credit carryforwards | Balance at December 31, 2020 $ 9,635,824 Additions related to prior year tax provisions - Additions related to current year tax provisions - Reductions related to prior year tax positions and settlements - Balance at December 31, 2021 $ 9,635,824 Additions related to prior year tax provisions - Additions related to current year tax provisions - Reductions related to prior year tax positions and settlements - Balance at December 31, 2022 $ 9,635,824 |
Organization of Business, Goi_2
Organization of Business, Going Concern and Summary of Signficant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Incurred a net loss | $ 5,771,642 | |
Net loss | 3,929,201 | |
Total current assets | 6,086,231 | |
Current liability | 756,532 | |
Working capital | 5,329,699 | |
Total cash | 5,640,308 | |
Received funds in the amount | $ 6,586,198 | |
Earning per share antidilutive (in Shares) | 24,869,140 | 30,343,602 |
Cash uninsured | $ 5,390,308 | |
Our valuation allowance percentage | 100% | |
Our cash balance was uninsured | $ 5,390,308 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Apr. 12, 2022 | Apr. 08, 2022 | Jun. 30, 2021 | Apr. 28, 2020 | May 24, 2019 | Jun. 30, 2022 | Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 19, 2021 | May 24, 2021 | Feb. 10, 2021 | |
Notes Payable (Details) [Line Items] | ||||||||||||
Promissory note issued | $ 2,500,000 | |||||||||||
Payments | $ 1,000,000 | $ 100,000 | $ 500,000 | $ 500,000 | $ 500,000 | |||||||
Maturity date by one year description | The Promissory Note was amended on May 23, 2022, as modification of debt, to extend the maturity date by one year to, May 24, 2023 and restructure the payment to time up to the adjusted maturity date. | |||||||||||
Paid amount | $ 100,000 | |||||||||||
Aggregate amount | $ 23,553 | $ 600,000 | ||||||||||
Outstanding Principle Amount | 400,000 | |||||||||||
Payment, description | the company entered into a loan agreement with Alliance Bank of Arizona, N.A. for a loan in the amount of $132,760 pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act enacted on March 27, 2020 (the “CARES Act”). This loan is evidenced by a promissory note, dated April 27, 2020, and matured two years from the disbursement date. This loan bears interest at a rate of 1.00% per annum, with the first six-months ended of interest deferred. Principal and interest are payable monthly commencing six-months ended after the disbursement date and may be prepaid by the company at any time prior to maturity with no prepayment penalties. | |||||||||||
Proceeds amount | $ 81,550 | |||||||||||
Financial amount | $ 234,367 | |||||||||||
Interest fixed rate | 5% | |||||||||||
Current asset | $ 58,932 | 92,774 | $ 43,391 | |||||||||
Principal amount | $ 19,901 | |||||||||||
Interest payments | $ 175,435 | |||||||||||
Outstanding balance amount | 0 | |||||||||||
Note payable balance | 400,000 | |||||||||||
Outstanding notes payable | 400,000 | |||||||||||
Installments | 100,000 | |||||||||||
Financing agreement amount | 161,267 | |||||||||||
PPP Forgiveness [Member] | ||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||
PPP principal amount | 80,594 | |||||||||||
PPP interest amount | $ 956 | |||||||||||
AOS [Member] | ||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||
Promissory note issued | $ 2,500,000 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of reconciles notes payable - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reconciles Notes Payable Abstract | ||
Beginning balance | $ 1,024,190 | $ 2,681,157 |
Notes payable | 175,435 | 117,209 |
Accrued interest | (636) | 1,385 |
Payments on notes payable | (798,988) | (1,646,513) |
Extinguishment of Debt | (81,550) | |
Converted into common stock | (47,498) | |
Total | 400,000 | 1,024,910 |
Less-Notes payable – current | 400,000 | 1,024,910 |
Notes payable – non-current |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of future principal payments | Dec. 31, 2022 USD ($) |
Schedule Of Future Principal Payments Abstract | |
2023 | $ 400,000 |
Thereafter | |
Total | $ 400,000 |
Deferred Compensation (Details)
Deferred Compensation (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
May 24, 2019 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation [Abstract] | ||||
Promissory note issued | $ 2,500,000 | |||
Deferred compensation | $ 2,500,000 | |||
Amortization of deferred compensation | $ 833,333 | |||
Remaining deferred compensation | $ 0 | $ 416,667 |
Due to Related Parties (Details
Due to Related Parties (Details) | 1 Months Ended |
Jul. 31, 2018 USD ($) | |
CEO [Member] | |
Due to Related Parties (Details) [Line Items] | |
Deposited | $ 50,000 |
Stockholders_ deficit (Details)
Stockholders’ deficit (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 01, 2022 | Nov. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 500,000,000 | |||
Common stock, par value (in Dollars per share) | $ 1 | |||
Preferred stock, shares | 2,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 1 | |||
Cash proceeds (in Dollars) | $ 6,586,198 | |||
Shares of convertible notes (in Dollars per share) | $ 47,498 | |||
Common stock withheld with exercise | 8,932 | |||
Recognized stock based compensation expense (in Dollars) | $ 1,236,806 | |||
Cash proceeds (in Dollars) | $ 9,750 | |||
Shares granted (in Dollars per share) | $ 1,000,000 | |||
Exercise price (in Dollars per share) | $ 2.36 | |||
Restricted shares | 400,000 | 1,954,545 | 140,000 | |
Forfeited shares | 950,000 | |||
Compensation expense (in Dollars) | $ 176,000 | |||
Series A convertible preferred stock, issued | 13,602 | 13,602 | ||
Accrued dividends (in Dollars) | $ 331,549 | |||
Series A convertible preferred stock, liquidation preference (in Dollars per share) | $ 25 | |||
Series A convertible preferred stock, dividend rate | 6.50% | |||
Weighted average of the last sales prices | 95% | |||
Dividend rate increase | 10% | |||
Preferred stock conversion price per share (in Dollars per share) | $ 12 | |||
Stockholders equity, description | If the closing sale price of the common stock is greater than 140% of the conversion price on 20 out of 30 trading days, the company may redeem the Series A Preferred Stock in whole or in part at any time through October 31, 2010, upon at least 30 days’ notice, at a redemption price, payable in cash, equal to 100% of the liquidation preference of the shares to be redeemed, plus unpaid dividends thereon to, but excluding, the redemption date, subject to certain conditions. In addition, beginning November 1, 2010, the company may redeem the Series A Preferred Stock in whole or in part, upon at least 30 days’ notice, at a redemption price, payable in cash, equal to 100% of the liquidation preference of the Series A Preferred Stock to be redeemed, plus unpaid dividends thereon to, but excluding, the redemption date, under certain conditions. | |||
Common stock discount shares, description | The purchase price is payable, at the corporation’s option, (x) in cash, (y) in shares of the common stock at a discount of 5% from the fair market value of Common Stock on the Purchase Date (i.e. valued at a 95% discount of the Common Stock on the Purchase Date), or (z) any combination thereof. | |||
Reserved a total possible issuance under the plan | 50,000,000 | |||
Total stock-based compensation expense (in Dollars) | $ 1,776,140 | $ 1,236,806 | ||
Share based compensation of restricted stock agreement shares | 140,000 | |||
Restricted stock awards value (in Dollars) | $ 84,000 | |||
Recognized restricted stock awards value (in Dollars) | $ 84,000 | |||
Restricted stock, grants description | The shares vest annually over two years with the first installment one year from the agreement; provided, however, if either party terminates the agreement at any time prior to the last date of it ending, then the shares will vest, pro rata, for each month served since the most recent prior annual vesting date. | |||
Stock-based compensation (in Dollars) | $ 1,776,140 | $ 1,232,256 | ||
Option expense (in Dollars) | $ 1,250,641 | |||
Restricted stock | 302,499 | |||
Amortization (in Dollars) | $ 223,000 | |||
Shares of stock issued | 5,000,000 | |||
Price per share (in Dollars per share) | $ 0.4014 | |||
Unrecognized stock based compensation (in Dollars) | $ 3,510,391 | |||
Shares issued | 250,000 | |||
Shares vest portably years | 4 years | |||
Remaining expensed, percentage | 50% | |||
Remaining expensed, period | 3 years | |||
Unrecognized compensation (in Dollars) | $ 5,071,427 | |||
Common Stock [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 158,329 | |||
Stock-based compensation (in Dollars) | ||||
Warrant [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 900,000 | |||
Common stock option exercise | 900,000 | |||
Stock value issued for exercise of warrants | 0.07 | |||
Warrant One [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 750,000 | |||
Common stock option exercise | 250,000 | |||
Stock value issued for exercise of warrants | 0.06 | |||
Options [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 137,066 | 1,005,682 | ||
Common stock option exercise | 137,066 | |||
Stock option exercise price per share (in Dollars per share) | $ 0.13 | $ 1,090,910 | ||
Price per share (in Dollars per share) | $ 0.05 | |||
Cash proceeds (in Dollars) | $ 17,819 | |||
Options One [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 259,741 | |||
Stock option exercise price per share (in Dollars per share) | $ 500,000 | |||
Price per share (in Dollars per share) | $ 0.37 | |||
Options Three [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 475,000 | |||
Common stock option exercise | 500,000 | |||
Common stock withheld with exercise | 25,000 | |||
Options Four [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 482,143 | |||
Common stock option exercise | 500,000 | |||
Common stock withheld with exercise | 17,857 | |||
Options Five [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 728,814 | |||
Common stock option exercise | 750,000 | |||
Common stock withheld with exercise | 21,186 | |||
Options Six [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 400,158 | |||
Common stock option exercise | 409,090 | |||
Options Seven [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 731,109 | |||
Common stock option exercise | 750,000 | |||
Common stock withheld with exercise | 18,891 | |||
Restricted Stock Agreement [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 130,417 | |||
Restricted shares value (in Dollars) | $ 0 | |||
Warrant Two [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 25,000 | |||
Stock value issued for exercise of warrants | 12,500 | |||
Price per share (in Dollars per share) | $ 0.05 | |||
Cash proceeds (in Dollars) | $ 1,250 | |||
Preferred Stock [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Liquidation preference, percentage | 101% | |||
Stock-based compensation (in Dollars) | ||||
Minimum [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Liquidation preference, percentage | 1% | |||
Restricted stock amount (in Dollars) | $ 86,912 | 15,355 | ||
Vested Period | 1 year | |||
Maximum [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Liquidation preference, percentage | 6.50% | |||
Restricted stock amount (in Dollars) | $ 3,850,454 | $ 84,000 | ||
Vested Period | 2 years | |||
Private Placement [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 4,054,665 | |||
Accredited investors price per share (in Dollars per share) | $ 0.75 | |||
Cash proceeds (in Dollars) | $ 3,041,000 | |||
Private placement One [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 7,056,250 | |||
Accredited investors price per share (in Dollars per share) | $ 0.32 | |||
Cash proceeds (in Dollars) | $ 2,258,000 | |||
Private Placement Two [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 2,993,727 | |||
Accredited investors price per share (in Dollars per share) | $ 2.2 | |||
Series A Preferred Stock [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Series A convertible preferred stock, issued | 13,602 | 13,602 | ||
Liquidation preference, percentage | 7.50% | |||
Executive Employment Agreement [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Recognized stock based compensation expense (in Dollars) | $ 1,776,140 | $ 1,236,806 | ||
Chief Financial Officer [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Shares issued | 400,000 | |||
Restricted Stock [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Common stock shares | 31,250 | |||
Stock value issued for restricted stock agreement (in Dollars) | $ 4,550 | |||
Recognized restricted stock awards value (in Dollars) | $ 928,000 | |||
Restricted stock amount (in Dollars) | $ 109,176 | |||
Shares vest portably years | 4 years | |||
Restricted Stock One [Member] | ||||
Stockholders’ deficit (Details) [Line Items] | ||||
Recognized restricted stock awards value (in Dollars) | $ 580,000 | |||
Restricted stock amount (in Dollars) | $ 90,939 | |||
Percentage of vested | 25% |
Stockholders_ deficit (Detail_2
Stockholders’ deficit (Details) - Schedule of stock options - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Stock Options Abstract | ||
Shares Outstanding, Beginning Balance | 28,415,000 | 32,000,000 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 0.1859 | $ 0.1419 |
Weighted Average Contractual Term Outstanding, Beginning Balance | 5 years 7 months 6 days | |
Intrinsic Value Outstanding, Beginning Balance | $ 60,640,900 | $ 6,054,000 |
Shares Outstanding, Ending Balance | 22,848,385 | 28,415,000 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ 0.3666 | $ 0.1859 |
Weighted Average Contractual Term Outstanding, Ending Balance | 6 years 5 months 1 day | 5 years 10 months 2 days |
Intrinsic Value Outstanding, Ending Balance | $ 203,236,473 | $ 60,640,900 |
Shares Outstanding and exercisable, Ending Balance | 20,476,821 | |
Weighted Average Exercise Price Outstanding and exercisable, Ending Balance | $ 0.188 | |
Weighted Average Contractual Term Outstanding and exercisable, Ending Balance | 7 years 2 months 1 day | |
Intrinsic Value Outstanding and exercisable, Ending Balance | $ 185,798,980 | |
Shares, Granted | 2,520,451 | 1,915,000 |
Weighted Average Exercise Price, Granted | $ 2.3745 | $ 0.7806 |
Weighted Average Contractual Term Outstanding, Granted | ||
Intrinsic Value, Granted | $ 17,358,678 | |
Shares, Exercised | (137,066) | (4,500,000) |
Weighted Average Exercise Price, Exercised | $ (0.13) | $ 0.0856 |
Weighted Average Contractual Term Outstanding, Exercised | ||
Intrinsic Value, Exercised | $ (1,287,274) | |
Shares, Forfeited or expired | (7,950,000) | (1,000,000) |
Weighted Average Exercise Price, Forfeited or expired | $ 0.37 | |
Weighted Average Contractual Term Outstanding, Forfeited or expired | ||
Intrinsic Value, Forfeited or expired | $ (73,629,987) |
Stockholders_ deficit (Detail_3
Stockholders’ deficit (Details) - Schedule of black-scholes- merton option-pricing model applying the assumptions - Fair Value of Option [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ deficit (Details) - Schedule of black-scholes- merton option-pricing model applying the assumptions [Line Items] | ||
Expected dividend yield | 0% | 0% |
Expected volatility | 126.33% | |
Expected life (in years) | 5 years | |
Minimum [Member] | ||
Stockholders’ deficit (Details) - Schedule of black-scholes- merton option-pricing model applying the assumptions [Line Items] | ||
Risk-free interest rate | 0.08% | 0.05% |
Expected volatility | 128% | |
Expected life (in years) | 2 years | |
Maximum [Member] | ||
Stockholders’ deficit (Details) - Schedule of black-scholes- merton option-pricing model applying the assumptions [Line Items] | ||
Risk-free interest rate | 4.45% | 0.07% |
Expected volatility | 130% | |
Expected life (in years) | 3 years |
Stockholders_ deficit (Detail_4
Stockholders’ deficit (Details) - Schedule of fair value of restricted stock and restricted stock units - Restricted Stock Outstanding [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ deficit (Details) - Schedule of fair value of restricted stock and restricted stock units [Line Items] | ||
Shares, Outstanding beginning balance | 215,000 | 75,000 |
Weighted Average Fair Value per Share at Grant Date, Outstanding beginning balance | $ 0.35 | |
Shares, Outstanding ending balance | 2,819,545 | 215,000 |
Weighted Average Fair Value per Share at Grant Date, Outstanding ending balance | $ 1.9396 | $ 0.52 |
Shares, Granted – restricted stock units and awards | 2,604,545 | 140,000 |
Weighted Average Fair Value per Share at Grant Date, Granted – restricted stock units and awards | $ 2.06 | $ 0.61 |
Shares, Granted – performance based stock units | ||
Weighted Average Fair Value per Share at Grant Date, Granted – performance based stock units | ||
Shares, Canceled | ||
Weighted Average Fair Value per Share at Grant Date, Canceled | ||
Shares, Vested and converted to shares | ||
Weighted Average Fair Value per Share at Grant Date, Vested and converted to shares |
Stockholders_ deficit (Detail_5
Stockholders’ deficit (Details) - Schedule of unrecognized stock-based compensation related to a lockup agreement - Warrant Activity [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ deficit (Details) - Schedule of unrecognized stock-based compensation related to a lockup agreement [Line Items] | ||
Shares Outstanding, Beginning Balance | 1,775,000 | 3,550,000 |
Weighted Average Exercise Price, Beginning Balance | $ 0.0599 | $ 0.0627 |
Weighted Average remaining Contractual Term (years), Beginning Balance | 6 years 2 months 1 day | |
Shares, Granted | ||
Weighted Average Exercise Price, Granted | ||
Weighted Average remaining Contractual Term (years), Granted | ||
Shares, Exercised | (25,000) | (1,650,000) |
Weighted Average Exercise Price, Exercised | $ 0.05 | $ 0.0652 |
Weighted Average remaining Contractual Term (years), Exercised | ||
Shares, Forfeited or expired | (125,000) | |
Weighted Average Exercise Price, Forfeited or expired | $ 0.0599 | |
Weighted Average remaining Contractual Term (years), Forfeited or expired | ||
Shares Outstanding, Ending Balance | 1,750,000 | 1,775,000 |
Weighted Average Exercise Price, Ending Balance | $ 0.06 | $ 0.0599 |
Weighted Average remaining Contractual Term (years), Ending Balance | 6 years 6 months 10 days | 7 years 5 months 4 days |
Shares, Outstanding and exercisable | 1,750,000 | |
Weighted Average Exercise Price, Outstanding and exercisable | $ 0.06 | |
Weighted Average Remaining Contractual Term (years), Outstanding and exercisable | 6 years 6 months 10 days |
Revenue Recognition (Details)
Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Revenue Recognition (Details) [Line Items] | |
Accounts receivable | $ 353,149 |
One Customer [Member] | |
Revenue Recognition (Details) [Line Items] | |
Earned revenue | $ 1,135,584 |
Earned revenue recognized percentage | 87% |
Accounts receivable | $ 324,452 |
Accounts receivable percentage | 92% |
Commitements and Contingencie_2
Commitements and Contingencies (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | |
Commitements and Contingencies (Details) [Line Items] | ||
Lease expense | $ 148,526 | |
Future minimum lease payments | 143,000 | |
Square Food Laboratory [Member] | ||
Commitements and Contingencies (Details) [Line Items] | ||
Lease square foot | 13,000 | |
Base rent | $ 6.7626 | |
Minimum lease payment sale lease back transactions within two year | $ 9.2009 | |
Minimum lease payment sale leaseback transactions within three years | 11.4806 | |
Minimum lease payment sale leaseback transactions, within four years | 13.174 | |
Minimum lease payment sale leaseback transactions within five years | $ 14.9306 |
Commitements and Contingencie_3
Commitements and Contingencies (Details) - Schedule of future minimum lease payments | Dec. 31, 2022 USD ($) |
Schedule Of Future Minimum Lease Payments Abstract | |
2023 | $ 143,325 |
2024 | 168,577 |
2025 | 191,778 |
2026 | 66,536 |
Thereafter | |
Total undiscounted lease payments | 570,216 |
Present value discount, less interest | 63,029 |
Lease Liability | $ 507,187 |
Income taxes (Details)
Income taxes (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance increased | $ 1,558,025 |
Federal operating loss carryforward | 59,700,000 |
Arizona operating loss carryforward | $ 15,000,000 |
Income taxes description | Of the $59.7 million, of Federal net operating loss carryforwards, $44.9 begin to expire in 2022. The remaining balance of $14.8 million is limited in annual usage of 80% of current years taxable income but do not have an expiration. Arizona net operating loss carryforwards begin to expire in 2022. In addition there are federal net operating loss carryforwards is approximately $27.0 million from USHG related to pre-merger losses. We also have pre-merger federal capital loss carryforwards of approximately $520,000. |
Cumulative unused research | $ 239,000 |
Development tax credits | 122,000 |
Federal minimum tax credit carryforwards | $ 244,000 |
Income taxes (Details) - Schedu
Income taxes (Details) - Schedule of difference between the expected federal income tax - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Difference Between The Expected Federal Income Tax Abstract | ||
Accrued Compensation | $ 1,999,477 | $ 1,895,848 |
Fixed Assets and intangibles | (162,853) | (114,167) |
Net Operating Loss Carryforwards and Credits | 13,457,207 | 15,070,176 |
Total Deferred Tax Assets | 15,293,832 | 16,851,857 |
Valuation Allowance | (15,293,832) | (16,851,857) |
Net deferred tax / (liabilities) |
Income taxes (Details) - Sche_2
Income taxes (Details) - Schedule of tax effects of temporary differences - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of tax effects of temporary differences [Abstract] | ||
Taxes calculated at federal rate | $ (1,212,045) | $ (1,139,345) |
Taxes calculated at federal rate, percentage | 21% | 21% |
State income tax, net of federal benefit | $ (202,970) | $ (195,688) |
State income tax, net of federal benefit, percentage | 3.50% | 3.60% |
Change in Valuation Allowance | $ (1,558,025) | $ 1,163,011 |
Change in Valuation Allowance, percentage | 27% | (21.40%) |
Expiration of tax attributes | $ 2,973,040 | $ 139,331 |
Expiration of tax attributes, percentage | (51.50%) | (2.60%) |
Prior period adjustment | $ 48,152 | |
Prior period adjustment, percentage | 0% | (0.90%) |
Permanent Items | $ (15,460) | |
Permanent Items, percentage | 0% | 0.30% |
Provision (benefit) for taxes | ||
Provision (benefit) for taxes, percentage | 0% | 0% |
Income taxes (Details) - Sche_3
Income taxes (Details) - Schedule of unrecognized tax benefits attributable to losses and minimum tax credit carryforwards - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of unrecognized tax benefits attributable to losses and minimum tax credit carryforwards [Abstract] | ||
Balance beginning | $ 9,635,824 | $ 9,635,824 |
Additions related to prior year tax provisions | ||
Additions related to current year tax provisions | ||
Reductions related to prior year tax positions and settlements | ||
Balance ending | $ 9,635,824 | $ 9,635,824 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jan. 31, 2023 | |
Subsequent Events (Details) [Line Items] | ||
Financing agreement (in Dollars) | $ 161,267 | |
Subsequent events, description | Subsequent to the year ended December 31, 2022, the company issued 100,000 shares of common stock upon the exercise of 100,000 options at an exercise price of $0.70 a share. As a result, the company received $7,000 in cash proceeds as part of the transaction. | |
Number of shares issued | 75,000 | |
Common stock exercise | 75,000 | |
Exercise price per shares (in Dollars per share) | $ 0.13 | |
Cash proceeds (in Dollars) | $ 9,750 | |
Share of common stock | 9,584 | |
Issued restricted stock | 940,909 | |
Issued incentive stock options | 100,000 | |
Employee exercise price (in Dollars per share) | $ 2.2 | |
Common Stock [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Issued restricted stock | 35,000 | |
Maximum [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Issued incentive stock options | 312,500 | |
Employee exercise price (in Dollars per share) | $ 2.05 | |
Minimum [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Issued incentive stock options | 100,000 | |
Employee exercise price (in Dollars per share) | $ 2.25 | |
Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Tax-deductible value (in Dollars) | $ 25,000 |