Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | Applied Energetics, Inc. | ||
Entity Central Index Key | 0000879911 | ||
Entity File Number | 001-14015 | ||
Entity Tax Identification Number | 77-0262908 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 460,279,473 | ||
Entity Contact Personnel [Line Items] | |||
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 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (520) | ||
Local Phone Number | 628-7415 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, $.001 par value | ||
Trading Symbol | AERG | ||
Security Exchange Name | NONE | ||
Entity Common Stock, Shares Outstanding | 211,362,688 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | RBSM LLP |
Auditor Firm ID | 587 |
Auditor Location | Las Vegas, NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 1,319,526 | $ 5,640,308 |
Accounts receivable | 567,792 | 353,149 |
Other assets | 148,338 | 92,774 |
Total Current Assets | 2,035,656 | 6,086,231 |
Long-term assets | ||
Security deposit | 17,004 | 17,004 |
Property and equipment – net | 434,563 | 192,935 |
Right of Use Asset – Operating | 1,054,736 | 432,057 |
Total Long-term assets | 1,506,303 | 641,996 |
Total Assets | 3,541,959 | 6,728,227 |
Current liabilities | ||
Accounts payable | 312,958 | 116,970 |
Notes payable | 400,000 | |
Operating Lease Liability – current | 166,927 | 113,478 |
Deferred Revenue | 308,908 | |
Accrued expenses | 40,510 | 28,005 |
Accrued dividends | 48,079 | 48,079 |
Total Current Liabilities | 927,382 | 756,532 |
Long-term liabilities | ||
Operating Lease Liability - non-current | 994,491 | 393,709 |
Total Long-Term Liabilities | 994,491 | 393,709 |
Total Liabilities | 1,921,873 | 1,150,241 |
Stockholders’ equity | ||
Common stock, $.001 par value, 500,000,000 shares authorized; 211,236,688 and 210,848,671 shares issued and outstanding at December 31, 2023 and at December 31, 2022, respectively | 211,237 | 210,849 |
Additional paid-in capital | 112,223,129 | 108,830,982 |
Accumulated deficit | (110,814,294) | (103,463,859) |
Total Stockholders’ Equity | 1,620,086 | 5,577,986 |
Total Liabilities and Stockholders’ Equity | 3,541,959 | 6,728,227 |
Series A convertible preferred stock | ||
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, 2023 and December 31, 2022 (Liquidation preference $340,050 and $340,050, respectively) | 14 | 14 |
Related Parties | ||
Current liabilities | ||
Due to related parties | $ 50,000 | $ 50,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 211,236,688 | 210,848,671 |
Common stock, shares outstanding | 211,236,688 | 210,848,671 |
Series A convertible preferred stock | ||
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 2,631,443 | $ 1,307,757 |
Cost of revenue | 637,697 | 305,675 |
Gross profit | 1,993,746 | 1,002,082 |
Operating expenses: | ||
General and administrative | 8,771,901 | 6,129,781 |
Selling and marketing | 384,231 | 321,384 |
Research and development | 233,722 | 320,506 |
Total operating expenses | 9,389,854 | 6,771,671 |
Operating loss | (7,396,108) | (5,769,589) |
Other income/(expense) | ||
Other income | 45,673 | 1,674 |
Interest expense | (3,727) | |
Total other income/(expense) | 45,673 | (2,053) |
Loss before provision for income taxes | (7,350,435) | (5,771,642) |
Provision for income taxes | ||
Net loss | (7,350,435) | (5,771,642) |
Preferred stock dividends | (34,005) | (34,005) |
Net loss attributable to common stockholders | $ (7,384,440) | $ (5,805,647) |
Net loss attributable to common stockholders per common share – basic (in Dollars per share) | $ (0.03) | $ (0.03) |
Weighted average number of common shares outstanding, basic (in Shares) | 211,084,080 | 208,128,246 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss attributable to common stockholders per common share - diluted | $ (0.03) | $ (0.03) |
Weighted average number of common shares outstanding, diluted (in Shares) | 211,084,080 | 208,128,246 |
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, 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 | ||||
Common stock issued on exercise of options (in Shares) | 137,066 | ||||
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 | |||
RSU Restricted Stock | 21,085 | ||||
RSU Restricted Stock (in Shares) | 9,584 | ||||
Common stock issued on exercise of options | $ 35,809 | ||||
Common stock issued on exercise of options (in Shares) | 285,000 | 285,000 | |||
Common stock issued for settlement of restricted stock units | |||||
Common stock issued for settlement of restricted stock units (in Shares) | 150,000 | ||||
Common stock withheld to cover income tax withholding obligations | (136,671) | ||||
Common stock withheld to cover income tax withholding obligations (in Shares) | (56,567) | ||||
Stock-based compensation | 3,472,312 | ||||
Net loss | (7,350,435) | (7,350,435) | |||
Balance at Dec. 31, 2023 | $ 14 | $ (110,814,294) | $ 1,620,086 | ||
Balance (in Shares) at Dec. 31, 2023 | 13,602 | 211,236,688 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (7,350,435) | $ (5,771,642) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash stock-based compensation expense | 3,493,397 | 1,776,140 |
Amortization of ROU assets | 143,602 | 112,613 |
Depreciation and amortization | 127,639 | 73,519 |
Loss on disposal of equipment | 14,540 | |
Amortization of future compensation payable | 416,666 | |
Amortization of prepaid assets | 202,354 | 221,352 |
Changes in assets and liabilities: | ||
Accounts receivable | (214,643) | (353,149) |
Prepaids and deposits | (257,918) | (270,735) |
ROU liabilities | (112,050) | (76,228) |
Deferred Revenue | 308,908 | |
Accounts payable | 195,988 | (78,412) |
Accrued expenses and compensation | 12,505 | 5,499 |
Net cash used in operating activities | (3,450,653) | (3,929,837) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | (369,267) | (74,184) |
Net cash used by investing activities | (369,267) | (74,184) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 6,586,193 | |
Repayment on note payable | (555,541) | (798,988) |
Proceeds from note payable | 155,541 | 175,435 |
Tax withholdings related to net share settlement of RSU’s | (136,671) | |
Proceeds from the exercise of stock options and warrants | 35,809 | 19,069 |
Net cash (used in) provided by financing activities | (500,862) | 5,981,709 |
Net (decrease) increase in cash and cash equivalents | (4,320,782) | 1,977,688 |
Cash and cash equivalents, beginning of year | 5,640,308 | 3,662,620 |
Cash and cash equivalents, end of year | 1,319,526 | 5,640,308 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 5,726 | 3,727 |
Cash paid for taxes | ||
Schedule of Non-Cash Information | ||
Insurance financing for prepaid insurance | 155,541 | 175,435 |
Implementation of ASC 842 | $ 766,281 |
Organization of Business, Going
Organization of Business, Going Concern and Summary of Signficant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Organization of Business, Going Concern and Summary of Signficant Accounting Policies [Abstrac] | |
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, 2023, the company incurred a net loss of $7,350,435, had negative cash flows from operations of $3,450,653 and may incur additional future losses if the company is unable to secure significant government contracts. At December 31, 2023, the company had total current assets of $2,035,656 and total current liabilities of $927,382 resulting in working capital of $1,108,274. At December 31, 2023, the company had cash of $1,319,526. 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 government contracts and one or more possible capital raises, will be sufficient to meet its anticipated cash requirements for the near term. However, the current business plan may prove unachievable. 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 which may not 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. Trade conditions, such as exacerbated supplier shutdowns and delays, contribute to this uncertainty. Additionally, Russia’s military action in Ukraine, war in the Middle East, and related economic sanctions and attacks on the flow of goods and commodities 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 consolidated 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. The company may be unsuccessful in its effort to secure additional equity financing. 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 31,484,477 and 24,869,140 for the years ended December 31, 2023 and 2022, 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, 2023, $816,026 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 generates revenue from its customers by performing research and analysis services, and submits technical reports to its customers on a periodic basis summarizing the results of its findings. The company’s single performance obligation is to perform research services and provide feedback. The fee for these services 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, 2023, $816,026 of our cash balance was uninsured. |
New Accounting Standards
New Accounting Standards | 12 Months Ended |
Dec. 31, 2023 | |
New Accounting Standards [Abstract] | |
NEW ACCOUNTING STANDARDS | NOTE 2 – NEW ACCOUNTING STANDARDS In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements related disclosures. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable [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 was 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, which was recorded 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. As of December 31, 2023 the company had repaid the note in full in accordance with the amended terms. 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. On March 16, 2023, the company entered into an agreement with Oakwood D&O Insurance to provide financing in the amount of $155,541 for the insurance premium associated with two D&O policies. Both policies commenced March 12, 2023, and provided coverage for the next 12 months, expiring March 12, 2024. The loan bears interest at a fixed rate of 8.75% per annum, required the company to prepay $40,410 and appears on the balance sheet as a current asset. On April 12, 2023, the company commenced monthly principal and interest payments of $17,282, which was the first payment of nine remaining months due of $155,541. In accordance with the terms of the agreement, the final payment was made on December 6, 2023, thus, as of December 31, 2023, the outstanding balance on the note was $0. The following reconciles notes payable as of December 31, 2023 and December 31, 2022: December 31, December 31, Beginning balance $ 400,000 $ 1,024,190 Notes payable 155,541 175,435 Accrued interest - (636 ) Payments on notes payable (555,541 ) (798,988 ) Total - 400,000 Less-Notes payable – current - 400,000 Notes payable – non-current $ - $ - Subsequent to the year ended December 31, 2023, the company entered into a $199,184 financing agreement to finance its Directors and Officers insurance premiums. |
Deferred Compensation
Deferred Compensation | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, and 2022 was $0 and $416,666, respectively. As of December 31, 2023, and 2022, the remaining deferred compensation to be amortized was $0. |
Due to Related Parties
Due to Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Due to Related Parties [Abstract] | |
DUE TO RELATED PARTIES | NOTE 5 – DUE TO RELATED PARTIES On July 31, 2018, the company’s 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 this CEO’s healthcare, the company does not know for certain what the purpose of the funds were or the nature of any intended investment. Accordingly, the company is investigating the appropriate disposition of the funds which will likely be to the estate of the former CEO. Until such a determination is made, the company 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, 2023 | |
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, 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 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. The CFO was also granted 400,000 shares of restricted to units as part of his Executive Employment Agreement (see “Share-Based Payments” below). Further, he 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, 2023, the company issued the remaining 9,584 shares of common stock with a grant date fair value of $21,085, pursuant to a restricted stock agreement dated May 2021. During the year ended December 31, 2023, the company issued 100,000 shares of common stock upon the exercise of 100,000 options at an exercise price of $0.07 a share. As a result, the company received $7,000 in cash proceeds as part of the transaction. During the year ended December 31, 2023, 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. During the year ended December 31, 2023, the company issued 10,000 shares of common stock upon the exercise of 10,000 options at an exercise price of $0.13 a share. As a result, the company received $1,300 in cash proceeds as part of the transaction. During the year ended December 31, 2023, the company issued 10,000 shares of common stock upon the exercise of 10,000 options at an exercise price of $0.07 a share. As a result, the company received $700 in cash proceeds as part of the transaction. During the year ended December 31, 2023, the company issued 30,000 shares of common stock upon the exercise of 30,000 options at an exercise price of $0.35 a share. As a result, the company received $10,500 in cash proceeds as part of the transaction. During the year ended December 31, 2023, the company issued 30,000 shares of common stock upon the exercise of 30,000 options at an exercise price of $0.07 a share. As a result, the company received $2,100 in cash proceeds as part of the transaction. During the year ended December 31, 2023, the company issued 27,934 shares of common stock upon the exercise of 27,934 options at an exercise price of $0.13 a share. As a result, the company received $3,631 in cash proceeds as part of the transaction. During the year ended December 31, 2023, the company issued 2,066 shares of common stock upon the exercise of 2,066 options at an exercise price of $0.40 a share. As a result, the company received $826 in cash proceeds as part of the transaction. During the year ended December 31, 2023, the restricted stock units covering 150,000 shares of the company’s common stock vested. The company issued 150,000 and withheld 56,567 shares of common stock from the holders pursuant to their restricted stock unit agreements to cover its tax withholding obligation of $136,671. During the year ended December 31, 2023 and 2022, the company recognized stock-based compensation in the amount of $3,493,397 and $1,776,140, respectively. Preferred Stock As of December 31, 2023, and December 31, 2022, 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, 2023, including previously accrued dividends included in our balance sheet are approximately $357,053 . 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 $3,493,397 and $1,776,140 for the years ended December 31, 2023, and 2022, respectively, which was charged to general and administrative expense. During the year ended December 31, 2023, 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 employee. During the year ended December 31, 2023, the company issued incentive stock options to purchase up to 50,000 shares of common stock, at an exercise price of $2.20, to two employees. During the year ended December 31, 2023, 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. During the year ended December 31, 2023, the company issued a non-qualified stock option to purchase up to 100,000 shares of common stock, at an exercise price of $2.51, to one consultant. In addition, the company issued incentive stock options to purchase up to 100,000 shares of common stock, at an exercise price of $2.35, to one new employee. During the year ended December 31, 2023, the company issued incentive stock options to purchase up to 150,000 shares of common stock, at an exercise price of $2.41, to one employee. During the year ended December 31, 2023, the company issued incentive stock options to purchase up to 2,800,000 shares of common stock, at an exercise price of $2.35, to eleven employees. See Note 6 – Stockholders’ Equity – Authorized Capital Stock for details related to the exercise of an aggregate of 285,000 options during the year ended December 31, 2023. The $3,493,397 stock-based compensation for the year ended December 31, 2023, was comprised of $3,472,312 option expense from the vesting of the restricted stock and $21,085 expense related to shares of common stock for services rendered pursuant to a board of advisor’s agreement. 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, 2023, the company has $8,947,945 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, 2023 and 2022: Shares Weighted Weighted Intrinsic 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 Granted 3,662,500 2.3244 26,571,396 Exercised (285,000 ) (0.1256 ) (2,694,319 ) Forfeited or expired (30,451 ) - (291,702 ) Outstanding at December 31, 2023 26,195,434 $ 0.6410 9.37 $ 226,821,848 Outstanding and exercisable at December 31, 2023 21,144,321 $ 0.2501 7.44 $ 197,262,356 The Company determines 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: 2023 2022 Risk-free interest rate 1.26-4.24 % 0.08-4.45 % Expected dividend yield 0 % 0 % Expected volatility 109.48-130.00 % 126.33 % Expected life (in years) 6 5 Restricted Stock During the year ended December 31, 2023, the company issued restricted stock units covering an aggregate of 1,075,909 shares for services rendered pursuant to an amendment to a master services agreement with a consultant and employee agreements. As of December 31, 2023, the company has $5,181,584 of unrecognized compensation cost related to unvested restricted stock units 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, 2023 and 2022, was as follows: Restricted Stock Shares Weighted 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 $ 1.93 Granted – restricted stock units and awards 1,075,909 1.86 Granted – performance – based stock units - - Canceled (50,000 ) - Vested and converted to shares* (365,000 ) (0.30 ) Outstanding at December 31, 2023 3,480,454 $ 2.15 * Of which 75,000 shares were issued in the first quarter of 2021 and 130,416 were issued in the first quarter of 2022. Warrants The following table summarizes the activity of our warrants for the years ended December 31, 2023 and 2022: Warrant Activity Shares Weighted Weighted 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 Granted - - - Exercised - - - Forfeited or expired - - - Outstanding at December 31, 2023 1,750,000 $ 0.0600 5.53 Outstanding and exercisable at December 31, 2023 1,750,000 $ 0.0600 5.53 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
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. The following table summarizes the company’s accounts receivable, net, December 31, December 31, Accounts receivable $ 153,029 $ 353,149 Unbilled receivable 414,763 - Total $ 567,792 $ 353,149 Concentrations During the year ended December 31, 2023, the company earned revenue from three contracts with two separate customers. One customer accounted for $1,946,715 or 74% of revenue recognized during the period. As of December 31, 2023, the company has $567,792 of accounts receivable recorded as current assets on the balance sheet. As of December 31, 2023, one customer accounted for $567,792 or 100% of accounts receivable. 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. |
Commitements and Contingencies
Commitements and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
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. On June 7, 2023, the company entered into an amendment to extend the term of the original lease from April 26, 2026 to July 31, 2028. Included in the lease amendment is extension space commencing on August 1, 2023. As of August 1, 2023 the Company has secured additional square footage in the amount of 9,805 rentable square feet (8,375 usable square feet). The initial base rent for the expansion space was $9.10 per rentable square foot for year one, and escalated to $10.20 in year two, $11.30 in year three, $12.40 in year four and $13.50 in year five, plus certain operating expenses and taxes. The company incurred lease expense for its operating leases of $212,054 which was included in general and administrative expenses in the statements of operation for the year ended December 31, 2023. During the year ended December 31, 2023, the company made cash lease payments in the amount of $180,502. At December 31, 2023, we had approximately $262,000 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 Lease For the fiscal years ending December 31,: $ 2024 262,296 2025 296,284 2026 324,427 2027 343,545 Thereafter 205,111 Total undiscounted lease payments 1,431,663 Present value discount, less interest 270,245 Lease Liability $ 1,161,418 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, 2023 and 2022. 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 1,242,710 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 July 26, 2023, the company filed a complaint in the Superior Court of the State of Delaware against Gusrae Kaplan Nusbaum PLLC and Ryan Whalen, for malicious prosecution of a federal securities fraud lawsuit which was filed by these defendants against the company and certain of its directors, attorneys and their law firms and an outside consultant, in July 2019 in the United States District Court for the Southern District of New York. The complaint filed by the company alleges that the claims by these defendants against it were frivolous and prosecuted for the improper purpose of hindering the company’s prosecution of a then pending case against George Farley, the company’s former CEO, which was later settled. The complaint further alleges that the defendants prosecuted their claim with malice causing the company damages valued in excess of $40 million. On September 11, 2023, Gusrae, Kaplan & Nusbaum and Mr. Whalen filed a motion to dismiss the complaint. On October 25, 2023, the company filed an opposition to the motion. The court heard oral argument on the motion on January 19, 2024, and took the motion under submission. The court has not yet ruled on the motion. 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. The company 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, 2023 | |
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, 2023, and 2022, and the effective income tax rate is as follows: Noncurrent deferred tax assets (liabilities): 2023 2022 Deferred Tax Assets Research and Development $ 108,115 $ - Accrued Compensation 3,179,367 1,999,477 Fixed Assets and intangibles (271,594 ) (162,853 ) Right of Use Asset 26,533 - Other Assets 105,790 - Net Operating Loss Carryforwards and Credits 12,207,478 13,457,207 Total Deferred Tax Assets $ 15,355,688 $ 15,293,832 Valuation Allowance (15,355,688 ) (15,293,832 ) Net deferred tax / (liabilities) $ - $ - Tax effects of temporary differences at December 31, 2023 and December 31, 2022 are as follows: 2023 2022 Taxes calculated at federal rate $ (1,543,591 ) 21.0 % $ (1,212,045 ) 21.0 % State income tax, net of federal benefit (265,169 ) 3.6 % (202,970 ) 3.5 % Change in Valuation Allowance 61,856 -0.8 % (1,558,025 ) 27 % Expiration of tax attributes 1,350,377 -18.4 % 2,973,040 -51.5 % Prior period adjustment 410,461 -5.6 % - 0.0 % Permanent Items (13,933 ) 0.2 % - 0.0 % 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, 2023, the deferred tax assets and the valuation allowance increased by $133,598 mainly as a result of current year tax loss. As of December 31, 2023, we have cumulative federal and Arizona net operating loss carryforwards of approximately $80.4 million and $16.8 million, respectively, which can be used to offset future income subject to taxes. Of the $80.4 million, of Federal net operating loss carryforwards, $65.1 begin to expire in 2024. The remaining balance of $15.3 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 2037. In addition there are federal net operating loss carryforwards of 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, 2023, we had cumulative federal and state unused research and development tax credits of approximately $290,000 and $122,000, which can be used to reduce future federal and Arizona income taxes, respectively. As of December 31, 2023, 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 are 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 positions Additions related to current year tax positions Reductions related to prior year tax positions and settlements Balance at December 31, 2021 $ 9,635,824 Additions related to prior year tax positions Additions related to current year tax positions Reductions related to prior year tax positions and settlements Balance at December 31, 2022 $ 9,635,824 Additions related to prior year tax positions Additions related to current year tax positions Reductions related to prior year tax positions and settlements Balance at December 31, 2023 $ 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, 2023, for federal tax purposes the tax years 2020-2023 and for Arizona the tax years 2017 through 2023 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, 2023, and 2022, we had no accrued interest or penalties related to our unrecognized tax benefits. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS The company’s management has evaluated subsequent events occurring after December 31, 2023, 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, 2023, the company entered into a $199,184 financing agreement to finance its Directors and Officers insurance premiums. Common Stock Subsequent to the year ended December 31, 2023, the company issued 30,000 shares of common stock upon the exercise of options at an exercise price of $0.35 per share. The company received $10,500 in cash proceeds, minus required withholding, from the exercise of such options. Subsequent to the year ended December 31, 2023, the company issued 30,000 shares of common stock upon the exercise of options at an exercise price of $0.07 per share. The company received $2,100 in cash proceeds, minus required withholding, from the exercise of such options. Subsequent to the year ended December 31, 2023, the company issued 66,000 shares of common stock upon exercise of warrants at an exercise price of $0.06 per share. The company received $3,960 in proceeds from the exercise of such options. Commencing January 29, 2024, the company is conducting an offering of up to one million shares of its common stock, par value, $0.001 per share. To date, the company has received subscriptions in the amount of $1,200,000 but has not yet conducted a closing of the offering. Newly Elected Director On March 25, 2024, the company’s Board of Directors voted by Unanimous Written Consent to elect Michael J. Alber to serve as a director. Mr. Alber’s term is to commence on April 1, 2024. As compensation for his services on the Board, the company intends to issue to Mr. Alber options to purchase up to 250,000 shares of its common stock at an exercise price equal to the fair market value on the date of grant. These options will be subject to vesting in the amount of 100,000 shares on the first anniversary of his service and 75,000 on each of the second and third anniversaries of his service and to further terms and conditions as set forth in a Nonqualified Stock Option Agreement to be entered into between the company and Mr. Alber under the company’s 2018 Equity Incentive Plan. Contract Modification On March 11, 2024, the company modified its existing contract with one of its customers for which the company has already performed work. The contract term was extended until November 2024 and the contract price was modified. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (7,350,435) | $ (5,771,642) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 shares | |
Bradford T. Adamczyk [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On June 12, 2023, Bradford T. Adamczyk, Executive Chairman, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that took effect on September 15, 2023, and is designed to be in effect until July 15, 2024, with respect to the sale of up to 1,400,000 shares of the company’s common stock all of which underlie stock options held by Mr. Adamczyk. Through March 21, 2024, Mr. Adamczyk has sold 70,000 shares under the plan, consisting of 0.9% of shares he beneficially owns. |
Name | Bradford T. Adamczyk |
Title | Executive Chairman |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 12, 2023 |
Aggregate Available | 1,400,000 |
Adamczyk Family 2021 LLC [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On June 12, 2023, Adamczyk Family 2021 LLC (the “Adamczyk LLC”), an entity controlled by Bradford T. Adamczyk, the company’s Executive Chairman, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that took effect on September 15, 2023, and is designed to be in effect until July 15, 2024 with respect to the sale of up to 800,000 shares of the company’s common stock all of which underlie stock options earned by Mr. Adamczyk for services to the company and held by the Adamczyk LLC. No shares have been sold under this plan as of March 21, 2024. |
Name | Adamczyk Family 2021 LLC |
Title | Executive Chairman |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 12, 2023 |
Aggregate Available | 800,000 |
Gregory J. Quarles [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On June 15, 2023, Gregory J. Quarles, President and Chief Executive Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that took effect on September 21, 2023, and is designed to be in effect until July 15, 2024 with respect to the sale of up to 1,300,000 shares of the company’s common stock all of which underlie stock options held by Dr. Quarles. Through March 21, 2024, Mr. Quarles has sold 50,000 shares under the plan, consisting of 0.7% of shares he beneficially owns. |
Name | Gregory J. Quarles |
Title | President and Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 15, 2023 |
Aggregate Available | 1,300,000 |
Mary P. O’Hara [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On June 14, 2023, Mary P. O’Hara, General Counsel, Chief Legal Officer, and Secretary adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that took effect on September 21, 2023, and is designed to be in effect until July 15, 2024 with respect to the sale of up to 550,000 shares of the company’s common stock all of which underlie stock options held by Ms. O’Hara. No shares have been sold under this plan as of March 21, 2024. |
Name | Mary P. O’Hara |
Title | General Counsel, Chief Legal Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 14, 2023 |
Aggregate Available | 550,000 |
Stephen W. McCahon [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On June 15, 2023, Stephen W. McCahon, Chief Science Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that took effect on September 15, 2023, and is designed to be in effect until March 14, 2024 with respect to the sale of up to 2,100,000 shares of the company’s common stock held by Dr. McCahon. The plan expired in accordance with its terms on March 14, 2024. No shares were sold under this plan. |
Name | Stephen W. McCahon |
Title | Chief Science Officer |
Rule 10b5-1 Arrangement Adopted | true |
Aggregate Available | 2,100,000 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Organization of Business, Going Concern and Summary of Signficant Accounting Policies [Abstrac] | |
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, 2023, the company incurred a net loss of $7,350,435, had negative cash flows from operations of $3,450,653 and may incur additional future losses if the company is unable to secure significant government contracts. At December 31, 2023, the company had total current assets of $2,035,656 and total current liabilities of $927,382 resulting in working capital of $1,108,274. At December 31, 2023, the company had cash of $1,319,526. 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 government contracts and one or more possible capital raises, will be sufficient to meet its anticipated cash requirements for the near term. However, the current business plan may prove unachievable. 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 which may not 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. Trade conditions, such as exacerbated supplier shutdowns and delays, contribute to this uncertainty. Additionally, Russia’s military action in Ukraine, war in the Middle East, and related economic sanctions and attacks on the flow of goods and commodities 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 consolidated 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. The company may be unsuccessful in its effort to secure additional equity financing. 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 31,484,477 and 24,869,140 for the years ended December 31, 2023 and 2022, 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, 2023, $816,026 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 generates revenue from its customers by performing research and analysis services, and submits technical reports to its customers on a periodic basis summarizing the results of its findings. The company’s single performance obligation is to perform research services and provide feedback. The fee for these services 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, 2023, $816,026 of our cash balance was uninsured. |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable [Abstract] | |
Schedule of Reconciles Notes Payable | The following reconciles notes payable as of December 31, 2023 and December 31, 2022: December 31, December 31, Beginning balance $ 400,000 $ 1,024,190 Notes payable 155,541 175,435 Accrued interest - (636 ) Payments on notes payable (555,541 ) (798,988 ) Total - 400,000 Less-Notes payable – current - 400,000 Notes payable – non-current $ - $ - |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Deficit [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes the activity of our stock options for the years ended December 31, 2023 and 2022: Shares Weighted Weighted Intrinsic 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 Granted 3,662,500 2.3244 26,571,396 Exercised (285,000 ) (0.1256 ) (2,694,319 ) Forfeited or expired (30,451 ) - (291,702 ) Outstanding at December 31, 2023 26,195,434 $ 0.6410 9.37 $ 226,821,848 Outstanding and exercisable at December 31, 2023 21,144,321 $ 0.2501 7.44 $ 197,262,356 |
Schedule of Black-Scholes- Merton Option-Pricing Model Applying the Assumptions | The Company determines 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: 2023 2022 Risk-free interest rate 1.26-4.24 % 0.08-4.45 % Expected dividend yield 0 % 0 % Expected volatility 109.48-130.00 % 126.33 % Expected life (in years) 6 5 |
Schedule of Fair Value of Restricted Stock and Restricted Stock Units | 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, 2023 and 2022, was as follows: Restricted Stock Shares Weighted 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 $ 1.93 Granted – restricted stock units and awards 1,075,909 1.86 Granted – performance – based stock units - - Canceled (50,000 ) - Vested and converted to shares* (365,000 ) (0.30 ) Outstanding at December 31, 2023 3,480,454 $ 2.15 * Of which 75,000 shares were issued in the first quarter of 2021 and 130,416 were issued in the first quarter of 2022. |
Schedule of Warrant Stock Activity | The following table summarizes the activity of our warrants for the years ended December 31, 2023 and 2022: Warrant Activity Shares Weighted Weighted 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 Granted - - - Exercised - - - Forfeited or expired - - - Outstanding at December 31, 2023 1,750,000 $ 0.0600 5.53 Outstanding and exercisable at December 31, 2023 1,750,000 $ 0.0600 5.53 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition [Abstract] | |
Schedule of Accounts Receivable, Net | The following table summarizes the company’s accounts receivable, net, December 31, December 31, Accounts receivable $ 153,029 $ 353,149 Unbilled receivable 414,763 - Total $ 567,792 $ 353,149 |
Commitements and Contingencies
Commitements and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitements and Contingencies [Abstract] | |
Schedule of Future Minimum Lease Payments | The below table presents the future minimum lease payments due reconciled to lease liabilities. Operating Lease For the fiscal years ending December 31,: $ 2024 262,296 2025 296,284 2026 324,427 2027 343,545 Thereafter 205,111 Total undiscounted lease payments 1,431,663 Present value discount, less interest 270,245 Lease Liability $ 1,161,418 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Difference Between the Expected Federal Income Tax | An analysis of the difference between the expected federal income tax for the years ended December 31, 2023, and 2022, and the effective income tax rate is as follows: Noncurrent deferred tax assets (liabilities): 2023 2022 Deferred Tax Assets Research and Development $ 108,115 $ - Accrued Compensation 3,179,367 1,999,477 Fixed Assets and intangibles (271,594 ) (162,853 ) Right of Use Asset 26,533 - Other Assets 105,790 - Net Operating Loss Carryforwards and Credits 12,207,478 13,457,207 Total Deferred Tax Assets $ 15,355,688 $ 15,293,832 Valuation Allowance (15,355,688 ) (15,293,832 ) Net deferred tax / (liabilities) $ - $ - |
Schedule of Tax Effects of Temporary Differences | Tax effects of temporary differences at December 31, 2023 and December 31, 2022 are as follows: 2023 2022 Taxes calculated at federal rate $ (1,543,591 ) 21.0 % $ (1,212,045 ) 21.0 % State income tax, net of federal benefit (265,169 ) 3.6 % (202,970 ) 3.5 % Change in Valuation Allowance 61,856 -0.8 % (1,558,025 ) 27 % Expiration of tax attributes 1,350,377 -18.4 % 2,973,040 -51.5 % Prior period adjustment 410,461 -5.6 % - 0.0 % Permanent Items (13,933 ) 0.2 % - 0.0 % Provision (benefit) for taxes $ - 0.0 % $ - 0.0 % |
Schedule of Unrecognized Tax Benefits Attributable to Losses and Minimum Tax Credit Carryforwards | 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 positions Additions related to current year tax positions Reductions related to prior year tax positions and settlements Balance at December 31, 2021 $ 9,635,824 Additions related to prior year tax positions Additions related to current year tax positions Reductions related to prior year tax positions and settlements Balance at December 31, 2022 $ 9,635,824 Additions related to prior year tax positions Additions related to current year tax positions Reductions related to prior year tax positions and settlements Balance at December 31, 2023 $ 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization of Business, Going Concern and Summary of Significant Accounting Policies [Line Items] | |||
Net loss | $ (7,350,435) | $ (5,771,642) | |
Cash flows from operations | (3,450,653) | (3,929,837) | |
Current assets | 2,035,656 | 6,086,231 | |
Current liabilities | 927,382 | 756,532 | |
Working capital | 1,108,274 | ||
Cash | $ 1,319,526 | $ 5,640,308 | $ 3,662,620 |
Earning per share antidilutive (in Shares) | 31,484,477 | 24,869,140 | |
Cash balance was uninsured | $ 816,026 | ||
Valuation allowance percentage | 100% | ||
Cash Equivalents [Member] | |||
Organization of Business, Going Concern and Summary of Significant Accounting Policies [Line Items] | |||
Cash balance was uninsured | $ 816,026 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | ||||||||||||
Apr. 12, 2023 | Mar. 16, 2023 | Apr. 12, 2022 | Apr. 08, 2022 | Nov. 19, 2021 | May 24, 2021 | Feb. 10, 2021 | May 24, 2019 | Dec. 31, 2023 | Jun. 22, 2023 | Apr. 24, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Notes Payable [Line Items] | |||||||||||||
Remaining payments | $ 1,000,000 | $ 100,000 | $ 400,000 | ||||||||||
Interest fixed rate | 5% | ||||||||||||
Current asset | $ 58,932 | 148,338 | 92,774 | ||||||||||
Interest payments | $ 155,541 | ||||||||||||
Outstanding balance | 0 | 400,000 | $ 1,024,190 | ||||||||||
Financing agreement amount | $ 199,184 | ||||||||||||
Premium Financing [Member] | |||||||||||||
Notes Payable [Line Items] | |||||||||||||
Current asset | $ 40,410 | ||||||||||||
Applied Optical Sciences [Member] | |||||||||||||
Notes Payable [Line Items] | |||||||||||||
Promissory note issued | $ 2,500,000 | ||||||||||||
Payments | $ 500,000 | $ 500,000 | $ 500,000 | ||||||||||
Oakwood D&O Insurance [Member] | |||||||||||||
Notes Payable [Line Items] | |||||||||||||
Payments | $ 17,282 | $ 19,901 | |||||||||||
Financing amount | $ 155,541 | $ 234,367 | |||||||||||
Interest fixed rate | 8.75% | ||||||||||||
Interest payments | $ 175,435 | ||||||||||||
Outstanding balance | $ 0 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Reconciles Notes Payable - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 22, 2023 | Apr. 24, 2023 | |
Notes Payable [Abstract] | ||||
Beginning balance | $ 400,000 | $ 1,024,190 | ||
Notes payable | 155,541 | 175,435 | ||
Accrued interest | (636) | |||
Payments on notes payable | (555,541) | (798,988) | ||
Ending balance | 400,000 | |||
Less-Notes payable – current | 400,000 | $ 1,000,000 | $ 100,000 | |
Notes payable – non-current |
Deferred Compensation (Details)
Deferred Compensation (Details) - USD ($) | 12 Months Ended | ||
May 24, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Compensation [Line Items] | |||
Deferred compensation | $ 2,500,000 | ||
Amortization of deferred compensation | $ 0 | $ 416,666 | |
Remaining compensation amortized | $ 0 | $ 0 | |
AOS [Member] | |||
Deferred Compensation [Line Items] | |||
Promissory note issued | $ 2,500,000 |
Due to Related Parties (Details
Due to Related Parties (Details) | Jul. 31, 2018 USD ($) |
CEO [Member] | |
Due to Related Parties [Line Items] | |
Deposited | $ 50,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 12 Months Ended | ||||||
Aug. 01, 2022 | Nov. 01, 2010 | Oct. 31, 2010 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Stockholders’ Deficit [Line Items] | |||||||
Common stock issued | 500,000,000 | ||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||
Common stock shares | 211,236,688 | 210,848,671 | |||||
Common stock exercise share | 285,000 | 137,066 | |||||
Exercise price per share (in Dollars per share) | $ 2.36 | $ 0.07 | $ 0.13 | ||||
Cash proceeds (in Dollars) | $ 2,100 | $ 17,819 | |||||
Warrant exercise price per share (in Dollars per share) | $ 0.05 | ||||||
Accredited investors price per share (in Dollars per share) | $ 2.2 | ||||||
Granted options | 1,000,000 | ||||||
Purchase shares of common stock | 950,000 | ||||||
Share based compensation expenses (in Dollars) | $ 176,000 | ||||||
Remaining shares of common stock (in Dollars per share) | $ 9,584 | ||||||
Grant date fair value (in Dollars) | $ 21,085 | ||||||
Shares of common stock vested | 150,000 | ||||||
Restricted stock unit agreements | 56,567 | ||||||
Tax withholding obligation (in Dollars) | $ 136,671 | ||||||
Stock-based compensation (in Dollars) | 3,493,397 | $ 1,776,140 | |||||
Accrued dividends (in Dollars) | $ 357,053 | ||||||
Weighted average of the last sales prices | 95% | ||||||
Preferred stock per value (in Dollars per share) | $ 12 | ||||||
Common stock greater conversion price (in Dollars per share) | $ 140 | ||||||
Discount at common stock from fair market value | 95% | ||||||
Shares issuance under the plan (in Dollars) | $ 50,000,000 | ||||||
Incentive stock options to purchase | 100,000 | ||||||
Common stock shares | 100,000 | ||||||
Exercise price per share (in Dollars per share) | $ 2.51 | ||||||
Stock-based compensation (in Dollars) | $ 3,493,397 | ||||||
Option expense (in Dollars) | 3,472,312 | ||||||
Expense related to share (in Dollars) | 21,085 | ||||||
Unrecognized compensation cost (in Dollars) | $ 8,947,945 | ||||||
Issued shares | 30,000 | ||||||
Options One [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Common stock shares | 75,000 | ||||||
Common stock exercise share | 75,000 | ||||||
Cash proceeds (in Dollars) | $ 9,750 | ||||||
Exercise price per share (in Dollars per share) | $ 0.13 | ||||||
Options Two [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Common stock shares | 10,000 | ||||||
Common stock exercise share | 10,000 | ||||||
Exercise price per share (in Dollars per share) | $ 0.13 | ||||||
Cash proceeds (in Dollars) | $ 1,300 | ||||||
Options Three [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Common stock shares | 10,000 | ||||||
Common stock exercise share | 10,000 | ||||||
Exercise price per share (in Dollars per share) | $ 0.07 | ||||||
Cash proceeds (in Dollars) | $ 700 | ||||||
Options Four [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Common stock shares | 30,000 | ||||||
Common stock exercise share | 30,000 | ||||||
Exercise price per share (in Dollars per share) | $ 0.35 | ||||||
Cash proceeds (in Dollars) | $ 10,500 | ||||||
Options Five [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Common stock shares | 30,000 | ||||||
Common stock exercise share | 30,000 | ||||||
Exercise price per share (in Dollars per share) | $ 0.07 | ||||||
Cash proceeds (in Dollars) | $ 2,100 | ||||||
Options Six [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Common stock shares | 27,934 | ||||||
Common stock exercise share | 27,934 | ||||||
Exercise price per share (in Dollars per share) | $ 0.13 | ||||||
Cash proceeds (in Dollars) | $ 3,631 | ||||||
Options Seven [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Common stock shares | 2,066 | ||||||
Common stock exercise share | 2,066 | ||||||
Exercise price per share (in Dollars per share) | $ 0.4 | ||||||
Cash proceeds (in Dollars) | $ 826 | ||||||
Minimum [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Dividend rate | 1% | ||||||
Maximum [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Dividend rate | 6.50% | ||||||
Equity Option [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Expense related to share (in Dollars) | $ 21,085 | ||||||
Unrecognized compensation cost (in Dollars) | $ 5,181,584 | ||||||
Issued shares | 130,416 | 75,000 | |||||
Warrant Two [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Common stock shares | 25,000 | ||||||
Cash proceeds (in Dollars) | $ 1,250 | ||||||
Class of warrant or right, outstanding | 12,500 | ||||||
Warrant One [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Class of warrant or right, outstanding | 12,500 | ||||||
Private Placement [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Common stock shares | 2,993,727 | ||||||
Net cash proceeds (in Dollars) | $ 6,586,198 | ||||||
Authorized Capital Stock [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Preferred stock shares | 2,000,000 | ||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | ||||||
Common stock shares | 137,066 | ||||||
Restricted Stock Agreement [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Common stock shares | 130,417 | ||||||
Restricted shares value (in Dollars) | $ 0 | ||||||
Options [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Common stock shares | 100,000 | ||||||
Common stock exercise share | 100,000 | ||||||
Exercise price per share (in Dollars per share) | $ 0.07 | ||||||
Cash proceeds (in Dollars) | $ 7,000 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Series A convertible preferred stock, issued | 13,602 | 13,602 | |||||
Preferred shares outstanding | 13,602 | 13,602 | |||||
Series A Preferred Stock [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Preferred stock shares | 2,000,000 | 2,000,000 | |||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||
Series A convertible preferred stock, issued | 13,602 | 13,602 | |||||
Preferred shares outstanding | 13,602 | 13,602 | |||||
Liquidation preference per share (in Dollars per share) | $ 25 | ||||||
Series A preferred stock, dividend rate | 6.50% | ||||||
Liquidation preference, percentage | 100% | 100% | 101% | ||||
Series A Preferred Stock [Member] | Minimum [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Preferred stock liquidation preference | 7.50% | ||||||
Series A Preferred Stock [Member] | Maximum [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Preferred stock liquidation preference | 10% | ||||||
Common Stock [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Exercise price per share (in Dollars per share) | $ 0.35 | ||||||
Cash proceeds (in Dollars) | $ 10,500 | ||||||
Discount at common stock from fair market value | 5% | ||||||
Issued shares | 30,000 | ||||||
Eleven employees [Member] | Equity Option [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Exercise price per share (in Dollars per share) | $ 2.35 | ||||||
Incentive stock options to purchase | 2,800,000 | ||||||
Officers and Employees [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Share based compensation expenses (in Dollars) | $ 3,493,397 | ||||||
Executive Employment Agreement [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Share based compensation expenses (in Dollars) | $ 1,776,140 | ||||||
Employee One [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Exercise price per share (in Dollars per share) | $ 2.05 | ||||||
Incentive stock options to purchase | 312,500 | ||||||
Employee One [Member] | Equity Option [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Exercise price per share (in Dollars per share) | $ 2.41 | ||||||
Incentive stock options to purchase | 150,000 | ||||||
Two employees [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Incentive stock options to purchase | 50,000 | ||||||
Exercise price (in Dollars per share) | $ 2.2 | ||||||
Employee Three [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Exercise price per share (in Dollars per share) | $ 2.25 | ||||||
Incentive stock options to purchase | 100,000 | ||||||
Eleven employees [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Exercise price per share (in Dollars per share) | $ 2.35 | ||||||
Restricted Stock [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Granted options | 400,000 | ||||||
Shares of common stock vested | 150,000 | ||||||
Restricted Stock [Member] | Master Services Aagreement [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Restricted stock units | 1,075,909 |
Stockholders_ Deficit (Detail_2
Stockholders’ Deficit (Details) - Schedule of Stock Option Activity - Stock Options [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders’ Deficit (Details) - Schedule of Stock Option Activity [Line Items] | |||
Shares Outstanding, Balance | 28,415,000 | 26,195,434 | 22,848,385 |
Weighted Average Exercise Price, Balance | $ 0.1859 | $ 0.641 | $ 0.3666 |
Weighted Average Contractual Term Outstanding, Balance | 5 years 10 months 2 days | 9 years 4 months 13 days | 6 years 5 months 1 day |
Intrinsic Value, Balance | $ 60,640,900 | $ 226,821,848 | $ 203,236,473 |
Shares, Outstanding and exercisable | 21,144,321 | ||
Weighted Average Exercise Price, Outstanding and exercisable | $ 0.2501 | ||
Weighted Average Contractual Term, Outstanding and exercisable | 7 years 5 months 8 days | ||
Intrinsic Value, Outstanding and exercisable | $ 197,262,356 | ||
Shares, Granted | 3,662,500 | 2,520,451 | |
Weighted Average Exercise Price, Granted | $ 2.3244 | $ 2.3745 | |
Intrinsic Value, Granted | $ 26,571,396 | $ 17,358,678 | |
Shares, Exercised | (285,000) | (137,066) | |
Weighted Average Exercise Price, Exercised | $ (0.1256) | $ (0.13) | |
Intrinsic Value, Exercised | $ (2,694,319) | $ (1,287,274) | |
Shares, Forfeited or expired | (30,451) | (7,950,000) | |
Weighted Average Exercise Price, Forfeited or expired | |||
Weighted Average Contractual Term Outstanding, Forfeited or expired | |||
Intrinsic Value, Forfeited or expired | $ (291,702) | $ (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, 2023 | Dec. 31, 2022 | |
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) | 6 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 | 1.26% | 0.08% |
Expected volatility | 109.48% | |
Maximum [Member] | ||
Stockholders’ Deficit (Details) - Schedule of Black-Scholes- Merton Option-Pricing Model Applying the Assumptions [Line Items] | ||
Risk-free interest rate | 4.24% | 4.45% |
Expected volatility | 130% |
Stockholders_ Deficit (Detail_4
Stockholders’ Deficit (Details) - Schedule of Fair Value of Restricted Stock and Restricted Stock Units - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Schedule of Fair Value of Restricted Stock and Restricted Stock Units [Line Items] | |||
Shares Outstanding, Balance ending | 2,819,545 | 215,000 | |
Weighted Average Exercise Price, Balance ending | $ 1.93 | $ 0.52 | |
Shares, Granted | 1,075,909 | 2,604,545 | |
Weighted Average Exercise Price, Granted | $ 1.86 | $ 2.06 | |
Shares, Canceled | (50,000) | ||
Weighted Average Exercise Price, Canceled | |||
Shares, Vested and converted to shares | (365,000) | [1] | |
Weighted Average Fair Value per Share at Grant Date, Vested and converted to shares | $ (0.3) | [1] | |
Shares Outstanding, Balance ending | 3,480,454 | 2,819,545 | |
Weighted Average Exercise Price, Balance ending | $ 2.15 | $ 1.93 | |
Performance – Based Stock Units [Member] | |||
Schedule of Fair Value of Restricted Stock and Restricted Stock Units [Line Items] | |||
Shares, Granted | |||
Weighted Average Exercise Price, Granted | |||
[1]Of which 75,000 shares were issued in the first quarter of 2021 and 130,416 were issued in the first quarter of 2022. |
Stockholders_ Deficit (Detail_5
Stockholders’ Deficit (Details) - Schedule of Warrant Stock Activity - Warrant Activity [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Warrant Stock Activity [Line Items] | |||
Shares Outstanding, Balance ending | 1,775,000 | 1,750,000 | 1,750,000 |
Weighted Average Exercise Price, Balance ending | $ 0.0599 | $ 0.06 | $ 0.06 |
Weighted Average Contractual Term Outstanding, Balance ending | 7 years 5 months 4 days | 5 years 6 months 10 days | 6 years 6 months 10 days |
Shares, Outstanding and exercisable | 1,750,000 | ||
Weighted Average Exercise Price, Outstanding and exercisable | $ 0.06 | ||
Weighted Average Contractual Term, Outstanding and exercisable | 5 years 6 months 10 days | ||
Shares, Granted | |||
Weighted Average Exercise Price, Granted | |||
Shares, Exercised | (25,000) | ||
Weighted Average Exercise Price, Exercised | $ 0.05 | ||
Shares, Forfeited or expired | |||
Weighted Average Exercise Price, Forfeited or expired |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue Recognition [Line Items] | ||
Accounts receivable | $ 567,792 | $ 353,149 |
One Customer [Member] | ||
Revenue Recognition [Line Items] | ||
Earned revenue | $ 1,946,715 | $ 1,135,584 |
Earned revenue, percentage | 74% | 87% |
Accounts receivable | $ 567,792 | $ 324,452 |
Accounts receivable, percentage | 100% | 92% |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of Accounts Receivable, Net - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accounts Receivable, Net [Abstract] | ||
Accounts receivable | $ 153,029 | $ 353,149 |
Unbilled receivable | 414,763 | |
Total | $ 567,792 | $ 353,149 |
Commitements and Contingencie_2
Commitements and Contingencies (Details) | 12 Months Ended | |||
Jul. 26, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Jun. 07, 2023 USD ($) m² | Mar. 31, 2021 USD ($) ft² | |
Commitements and Contingencies [Line Items] | ||||
Lease area | m² | 8,375 | |||
Lease expense | $ 212,054 | |||
Cash lease payments amount | 180,502 | |||
Future minimum lease payments | $ 262,000 | |||
Common stock shares (in Shares) | shares | 30,000 | |||
Excess of damages value | $ 40,000,000 | |||
Square Foot Laboratory/Office Space [Member] | ||||
Commitements and Contingencies [Line Items] | ||||
Lease area | 9,805 | 13,000 | ||
Rentable square foot for year one | $ 9.1 | $ 6.7626 | ||
Rentable square foot for year two | 10.2 | 9.2009 | ||
Rentable square foot for year three | 11.3 | 11.4806 | ||
Rentable square foot for year four | 12.4 | 13.174 | ||
Rentable square foot for year five | $ 13.5 | $ 14.9306 | ||
GKN and Whalen [Member] | ||||
Commitements and Contingencies [Line Items] | ||||
Common stock shares (in Shares) | shares | 1,242,710 |
Commitements and Contingencie_3
Commitements and Contingencies (Details) - Schedule of Future Minimum Lease Payments | Dec. 31, 2023 USD ($) |
Schedule of Future Minimum Lease Payments [Abstract] | |
2024 | $ 262,296 |
2025 | 296,284 |
2026 | 324,427 |
2027 | 343,545 |
Thereafter | 205,111 |
Total undiscounted lease payments | 1,431,663 |
Present value discount, less interest | 270,245 |
Lease Liability | $ 1,161,418 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes [Line Items] | |
Valuation allowance increased | $ 133,598 |
Federal operating loss carryforward | 80,400,000 |
Arizona operating loss carryforward | $ 16,800,000 |
Operating loss carry forwards description | Of the $80.4 million, of Federal net operating loss carryforwards, $65.1 begin to expire in 2024. The remaining balance of $15.3 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 2037. In addition there are federal net operating loss carryforwards of approximately $27.0 million from USHG related to pre-merger losses. We also have pre-merger federal capital loss carryforwards of approximately $520,000. |
Federal unused research and development tax credits | $ 290,000 |
State unused research and development tax credits | 122,000 |
Cumulative unused federal minimum tax credits | $ 244,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Difference Between the Expected Federal Income Tax - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets | ||
Research and Development | $ 108,115 | |
Accrued Compensation | 3,179,367 | 1,999,477 |
Fixed Assets and intangibles | (271,594) | (162,853) |
Right of Use Asset | 26,533 | |
Other Assets | 105,790 | |
Net Operating Loss Carryforwards and Credits | 12,207,478 | 13,457,207 |
Total Deferred Tax Assets | 15,355,688 | 15,293,832 |
Valuation Allowance | (15,355,688) | (15,293,832) |
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, 2023 | Dec. 31, 2022 | |
Schedule of Tax Effects of Temporary Differences [Abstract] | ||
Taxes calculated at federal rate | $ (1,543,591) | $ (1,212,045) |
Taxes calculated at federal rate, percentage | 21% | 21% |
State income tax, net of federal benefit | $ (265,169) | $ (202,970) |
State income tax, net of federal benefit, percentage | 3.60% | 3.50% |
Change in Valuation Allowance | $ 61,856 | $ (1,558,025) |
Change in Valuation Allowance, percentage | (0.80%) | 27% |
Expiration of tax attributes | $ 1,350,377 | $ 2,973,040 |
Expiration of tax attributes, percentage | (18.40%) | (51.50%) |
Prior period adjustment | $ 410,461 | |
Prior period adjustment, percentage | (5.60%) | 0% |
Permanent Items | $ (13,933) | |
Permanent Items, percentage | 0.20% | 0% |
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, 2023 | 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 | $ 9,635,824 |
Additions related to prior year tax positions | |||
Additions related to current year tax positions | |||
Reductions related to prior year tax positions and settlements | |||
Balance ending | $ 9,635,824 | $ 9,635,824 | $ 9,635,824 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |||
Jan. 29, 2024 | Aug. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Financing agreement amount (in Dollars) | $ 199,184 | |||
Common stock shares | 30,000 | |||
Exercise price per share (in Dollars per share) | $ 2.36 | $ 0.07 | $ 0.13 | |
Cash proceeds (in Dollars) | $ 2,100 | $ 17,819 | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Subscription received (in Dollars) | $ 6,586,198 | |||
Purchase of common stock | 250,000 | |||
First Anniversary [Member] | ||||
Subsequent Event [Line Items] | ||||
Subject to vesting | 100,000 | |||
Second and Third Anniversaries [Member] | ||||
Subsequent Event [Line Items] | ||||
Subject to vesting | 75,000 | |||
Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock shares | 66,000 | |||
Exercise price per share (in Dollars per share) | $ 0.06 | |||
Cash proceeds (in Dollars) | $ 3,960 | |||
Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock shares | 30,000 | |||
Exercise price per share (in Dollars per share) | $ 0.35 | |||
Cash proceeds (in Dollars) | $ 10,500 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Offering stock | 1,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.001 | |||
Subscription received (in Dollars) | $ 1,200,000 |