Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | GUIDED THERAPEUTICS, INC. | |
Entity Central Index Key | 0000924515 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 52,096,121 | |
Entity File Number | 000-22179 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 58-2029543 | |
Entity Address Address Line 1 | 5835 Peachtree Corners East | |
Entity Address Address Line 2 | Suite B | |
Entity Address City Or Town | Peachtree Corners | |
Entity Address State Or Province | GA | |
Entity Address Postal Zip Code | 30092 | |
City Area Code | 770 | |
Local Phone Number | 242-8723 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 731 | $ 2,313 |
Accounts receivable, net of allowance for doubtful accounts of $2 and $48 at September 30, 2023 and December 31, 2022, respectively | 7 | 6 |
Inventory, net of reserves of $818 at September 30, 2023 and December 31, 2022 | 648 | 548 |
Other current assets | 192 | 137 |
Total current assets | 1,578 | 3,004 |
Non-Current Assets: | ||
Property and equipment, net | 35 | 42 |
Operating lease right-of-use assets, net of amortization | 247 | 303 |
Other assets | 17 | 17 |
Total non-current assets | 299 | 362 |
TOTAL ASSETS | 1,877 | 3,366 |
Current Liabilities: | ||
Accounts payable | 2,153 | 2,186 |
Accounts payable, related parties | 31 | 39 |
Accrued liabilities | 807 | 1,247 |
Deferred revenue | 451 | 509 |
Current portion of lease liability | 88 | 79 |
Current portion of long-term debt | 0 | 17 |
Current portion of long-term debt, related parties | 39 | 504 |
Short-term notes payable | 94 | 57 |
Short-term notes payable, related parties | 0 | 1 |
Short-term convertible debt | 1,171 | 230 |
Total current liabilities | 4,834 | 4,869 |
Long-Term Liabilities | ||
Long-term lease liability | 179 | 246 |
Derivative liability | 0 | 5 |
Long-term convertible debt | 0 | 1,046 |
Long-term debt, related parties | 514 | 83 |
Total long-term liabilities | 693 | 1,380 |
Total liabilities | 5,527 | 6,249 |
COMMITMENTS AND CONTINGENCIES (Note 7) | ||
Common stock, $.001 par value; 500,000 shares authorized, 52,042 and 48,596 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. | 3,439 | 3,437 |
Additional paid-in capital | 140,672 | 138,090 |
Treasury stock at cost | (132) | (132) |
Accumulated deficit | (150,649) | (147,359) |
Total stockholders' deficit | (3,650) | (2,883) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,877 | 3,366 |
Series C Convertible Preferred Shares | ||
Current Assets: | ||
Preferred stock, value | 105 | 105 |
Series C1 Convertible Preferred Shares | ||
Current Assets: | ||
Preferred stock, value | 170 | 170 |
Series C2 Convertible Preferred Shares | ||
Current Assets: | ||
Preferred stock, value | 439 | 439 |
Series D Convertible Preferred Shares | ||
Current Assets: | ||
Preferred stock, value | 159 | 159 |
Series E Convertible Preferred Shares | ||
Current Assets: | ||
Preferred stock, value | 834 | 839 |
Series F Convertible Preferred Shares | ||
Current Assets: | ||
Preferred stock, value | 838 | 880 |
Series F-2 Convertible Preferred Shares | ||
Current Assets: | ||
Preferred stock, value | $ 475 | $ 489 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Accounts receivable, net of allowance | $ 2,000 | $ 48,000 |
Inventory, net of reserves | $ 818,000 | $ 818,000 |
STOCKHOLDERS' DEFICIT: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 52,042,000 | 48,596,000 |
Common stock, outstanding | 52,042,000 | 48,596,000 |
Series C Convertible Preferred Shares | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 9,000 | 9,000 |
Preferred stock, liquidation preference | $ 286,000 | $ 286,000 |
Preferred stock, issued | 300 | 300 |
Preferred stock, outstanding | 300 | 300 |
Series D Convertible Preferred Shares | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 6,000 | 6,000 |
Preferred stock, liquidation preference | $ 438,000 | $ 438,000 |
Preferred stock, issued | 400 | 400 |
Preferred stock, outstanding | 400 | 400 |
Series E Convertible Preferred Shares | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000 | 5,000 |
Preferred stock, liquidation preference | $ 883,000 | $ 888,000 |
Preferred stock, issued | 900 | 900 |
Preferred stock, outstanding | 900 | 900 |
Series F Convertible Preferred Shares | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,500 | 1,500 |
Preferred stock, liquidation preference | $ 1,006,000 | $ 1,056,000 |
Preferred stock, issued | 1,000 | 1,100 |
Preferred stock, outstanding | 1,000 | 1,100 |
Series F-2 Convertible Preferred Shares | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000 | 5,000 |
Preferred stock, liquidation preference | $ 520,000 | $ 535,000 |
Preferred stock, issued | 500 | 500 |
Preferred stock, outstanding | 500 | 500 |
Series C-1 Convertible Preferred Shares | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 20,300 | 20,300 |
Preferred stock, liquidation preference | $ 1,049,000 | $ 1,049,000 |
Preferred stock, issued | 1,000 | 1,000 |
Preferred stock, outstanding | 1,000 | 1,000 |
Series C-2 Convertible Preferred Shares | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, liquidation preference | $ 2,700,000 | $ 2,700,000 |
Preferred stock, issued | 2,700 | 2,700 |
Preferred stock, outstanding | 2,700 | 2,700 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
Sales - devices and disposables | $ 0 | $ 3 | $ 66 | $ 13 |
Cost of goods sold | 4 | 0 | 46 | 2 |
Gross profit | (4) | 3 | 20 | 11 |
Operating expenses: | ||||
Research and development | 69 | 8 | 142 | 38 |
Sales and marketing | 69 | 52 | 203 | 129 |
General and administrative | 481 | 1,167 | 2,647 | 2,229 |
Total operating expenses | 619 | 1,227 | 2,992 | 2,396 |
Loss from operations | (623) | (1,224) | (2,972) | (2,385) |
Other income (expenses): | ||||
Interest expense | (71) | (155) | (206) | (512) |
Change in fair value of derivative liability | 0 | 5 | 5 | 13 |
Gain from extinguishment of debt | 17 | 270 | 69 | 345 |
Other income (expenses) | 0 | 2 | 1 | 5 |
Total other income (expense) | (54) | 122 | (131) | (149) |
Loss before income taxes | (677) | (1,102) | (3,103) | (2,534) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (677) | (1,102) | (3,103) | (2,534) |
Deemed dividend for warrant exchanges | 0 | 0 | (65) | 0 |
Preferred stock dividends | (40) | (48) | (122) | (581) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (717) | $ (1,054) | $ (3,290) | $ (3,115) |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||
Basic | $ (0.01) | $ (0.03) | $ (0.07) | $ (0.11) |
Diluted | $ (0.01) | $ (0.03) | $ (0.07) | $ (0.11) |
Weighted average shares outstanding | ||||
Basic | 51,473 | 34,829 | 50,588 | 27,335 |
Diluted | 51,473 | 34,829 | 50,588 | 27,335 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock Series C [Member] | Preferred Stock Series C1 [Member] | Preferred Stock Series C2 [Member] | Preferred Stock Series D [Member] | Preferred Stock Series E [Member] | Preferred Stock Series F [Member] | Preferred Stock Series F-2 [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
Balance, shares at Dec. 31, 2021 | 13,674,000 | |||||||||||
Balance, amount at Dec. 31, 2021 | $ (5,445) | $ 276 | $ 1,639 | $ 1,187 | $ 2,963 | $ 3,403 | $ 126,800 | $ (142,387) | ||||
Common stock warrants exercised, shares | 5,128,000 | |||||||||||
Common stock warrants exercised, amount | 846 | 841 | ||||||||||
Issuance of common stock for payment of Series D preferred dividends, shares | 65,000 | |||||||||||
Issuance of common stock for payment of Series D preferred dividends, amount | 39 | 39 | ||||||||||
Issuance of common stock for payment of Series E preferred dividends, shares | 181,000 | |||||||||||
Issuance of common stock for payment of Series E preferred dividends, amount | 102 | 102 | ||||||||||
Conversion of Series D preferred stock to common stock | $ (117) | |||||||||||
Issuance of common stock for payment of Series F preferred dividends, shares | 161,000 | |||||||||||
Conversion of Series E preferred stock to common stock, shares | (1,000) | 3,390,000 | ||||||||||
Issuance of common stock for payment of Series F preferred dividends, amount | 107 | 107 | ||||||||||
Conversion of Series E preferred stock to common stock, amount | $ (800) | 797 | ||||||||||
Issuance of common stock for payment of Series F-2 preferred dividends, shares | 114,000 | |||||||||||
Conversion of Series F preferred stock to common stock | $ (295) | |||||||||||
Issuance of common stock for payment of Series F-2 preferred dividends, amount | 75 | 75 | ||||||||||
Conversion of Series F-2 preferred stock to common stock, shares | (3,000) | 10,808,000 | ||||||||||
Issuance of common stock for payment of interest, shares | 242,000 | |||||||||||
Conversion of Series F-2 preferred stock to common stock, amount | $ (2,474) | $ 11 | 2,463 | |||||||||
Issuance of common stock for payment of interest, amount | 150 | 150 | ||||||||||
Stock-based compensation | 132 | 132 | ||||||||||
Issuance of common stock for Series F and Series F-2 one-time 15% dividends, shares | 624,000 | |||||||||||
Issurance of warrrants to consultants | 865 | 865 | ||||||||||
Issuance of common stock for Series F and Series F-2 one-time 15% dividends, amount | 399 | |||||||||||
Accrued preferred dividends | (581) | (581) | ||||||||||
Conversion of Series D preferred stock to common stock, shares | 975,000 | |||||||||||
Net loss | (2,534) | (2,534) | ||||||||||
Conversion of Series F preferred stock to common stock, shares | 1,420,000 | |||||||||||
Conversion of Series F preferred stock to common stock, amount | 294 | |||||||||||
Balance, shares at Sep. 30, 2022 | 1,000 | 3,000 | 1,000 | 1,000 | 1,000 | 43,419,000 | ||||||
Balance, amount at Sep. 30, 2022 | (2,651) | $ 531 | $ 892 | $ 3,432 | 136,366 | (145,502) | ||||||
Balance, shares at Jun. 30, 2022 | 27,583,000 | |||||||||||
Balance, amount at Jun. 30, 2022 | (5,766) | $ 531 | $ 839 | $ 892 | 2,536 | $ 3,416 | 130,166 | (144,448) | ||||
Issuance of common stock for payment of Series D preferred dividends, shares | 17,000 | |||||||||||
Issuance of common stock for payment of Series D preferred dividends, amount | 10 | $ (3) | 10 | |||||||||
Issuance of common stock for payment of Series E preferred dividends, shares | 117,000 | |||||||||||
Issuance of common stock for payment of Series E preferred dividends, amount | 67 | 67 | ||||||||||
Conversion of Series F-2 preferred stock to common stock, shares | 8,944,000 | |||||||||||
Conversion of Series F-2 preferred stock to common stock, amount | $ 9 | 2,038 | ||||||||||
Issuance of common stock for payment of interest, amount | 70 | 70 | ||||||||||
Net loss | (1,102) | (1,102) | ||||||||||
Issuances of common stock to investors, shares | 6,637,000 | |||||||||||
Issuances of common stock to investors, amount | 1,396 | $ 7 | 1,389 | |||||||||
Issuance of warrants to investors | 1,796 | 1,796 | ||||||||||
Conversion of Series F-2 preferred stock to common stock, shares, shares | (2,047,000) | |||||||||||
Stock-based compensation | 44 | 44 | ||||||||||
Issuances of warrants to consultants | 786 | 786 | ||||||||||
Accrued Preferred Dividents | 48 | 48 | ||||||||||
Balance, shares at Sep. 30, 2022 | 1,000 | 3,000 | 1,000 | 1,000 | 1,000 | 43,419,000 | ||||||
Balance, amount at Sep. 30, 2022 | (2,651) | $ 531 | $ 892 | $ 3,432 | 136,366 | (145,502) | ||||||
Balance, shares at Dec. 31, 2022 | 48,596,000 | |||||||||||
Balance, amount at Dec. 31, 2022 | (2,883) | $ 839 | 880 | $ 489 | $ 3,437 | 138,090 | (147,359) | |||||
Common stock warrants exercised, shares | 1,120,000 | |||||||||||
Common stock warrants exercised, amount | 231 | $ 0 | $ 0 | 0 | $ 0 | 230 | ||||||
Issuance of common stock for payment of Series D preferred dividends, shares | 97,000 | |||||||||||
Issuance of common stock for payment of Series D preferred dividends, amount | 22 | 0 | 0 | $ 0 | $ 0 | 22 | ||||||
Issuance of common stock for payment of Series E preferred dividends, shares | 379,000 | |||||||||||
Issuance of common stock for payment of Series E preferred dividends, amount | 61 | 61 | ||||||||||
Issuance of common stock for payment of Series F preferred dividends, shares | 233,000 | |||||||||||
Conversion of Series E preferred stock to common stock, shares | 20,000 | |||||||||||
Conversion of Series E preferred stock to common stock, amount | (5) | 5 | ||||||||||
Issuance of common stock for payment of Series F-2 preferred dividends, shares | 121,000 | |||||||||||
Issuance of common stock for payment of Series F-2 preferred dividends, amount | 29 | 0 | $ 0 | 29 | ||||||||
Conversion of Series F-2 preferred stock to common stock, shares | 60,000 | |||||||||||
Issuance of common stock for payment of interest, shares | 418,000 | |||||||||||
Conversion of Series F-2 preferred stock to common stock, amount | $ (14) | |||||||||||
Issuance of common stock for payment of interest, amount | 119 | 119 | ||||||||||
Accrued preferred dividends | (123) | (1) | (122) | |||||||||
Net loss | (3,103) | (3,103) | ||||||||||
Conversion of Series F preferred stock to common stock, shares | 200,000 | |||||||||||
Conversion of Series F preferred stock to common stock, amount | (42) | 42 | ||||||||||
Stock-based compensation | 1,776 | 1,776 | ||||||||||
Settlement of previously accrued professional fees through common stock issuance, amount | 168 | 167 | ||||||||||
Impact of warrant exchanges | 65 | (65) | ||||||||||
Settlement of previously accrued professional fees through common stock issuance, shares | 800,000 | |||||||||||
Balance, shares at Sep. 30, 2023 | 1,000 | 2,000 | 1,000 | 3,000 | 52,042,000 | |||||||
Balance, amount at Sep. 30, 2023 | (3,650) | 105 | $ 170 | $ 439 | $ 159 | 834 | 838 | $ 475 | $ 3,439 | 140,672 | $ (132) | (150,649) |
Balance, shares at Jun. 30, 2023 | 1,000 | 2,000 | 1,000 | 3,000 | 51,011,000 | |||||||
Balance, amount at Jun. 30, 2023 | (3,315) | 105 | $ 170 | $ 439 | $ 159 | 834 | 838 | $ 475 | $ 3,438 | 140,291 | (132) | (149,932) |
Issuance of common stock for payment of Series D preferred dividends, shares | 38,000 | |||||||||||
Issuance of common stock for payment of Series D preferred dividends, amount | 8 | 0 | 0 | 0 | 0 | 0 | $ 0 | 8 | 0 | 0 | ||
Issuance of common stock for payment of Series E preferred dividends, shares | 353,000 | |||||||||||
Issuance of common stock for payment of Series E preferred dividends, amount | 53 | 0 | 0 | 0 | 0 | 0 | $ 0 | 53 | 0 | 0 | ||
Issuance of common stock for payment of interest, shares | 240,000 | |||||||||||
Issuance of common stock for payment of interest, amount | 60 | 0 | 0 | 0 | 0 | 0 | $ 0 | 60 | 0 | 0 | ||
Accrued preferred dividends | (40) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (40) | ||
Net loss | (677) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (677) | ||
Stock-based compensation | 210 | 0 | 0 | 0 | $ 0 | 0 | 0 | $ 0 | 210 | 0 | 0 | |
Settlement of previously accrued professional fees through common stock issuance, amount | 51 | 0 | $ 0 | $ 0 | 0 | 0 | $ 0 | 50 | 0 | 0 | ||
Settlement of previously accrued professional fees through common stock issuance, shares | 400,000 | |||||||||||
Balance, shares at Sep. 30, 2023 | 1,000 | 2,000 | 1,000 | 3,000 | 52,042,000 | |||||||
Balance, amount at Sep. 30, 2023 | $ (3,650) | $ 105 | $ 170 | $ 439 | $ 159 | $ 834 | $ 838 | $ 475 | $ 3,439 | $ 140,672 | $ (132) | $ (150,649) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,103) | $ (2,534) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debt expense | 2 | 0 |
Depreciation | 7 | 1 |
Amortization of debt issuance costs and discounts | 97 | 111 |
Stock-based compensation | 1,860 | 997 |
Change in fair value of derivative liability | (5) | (13) |
Amortization of lease right-of-use-asset | 56 | 50 |
Gain from forgiveness of debt | (69) | (345) |
Other non-cash expenses | 20 | 156 |
Change in operating assets and liabilities: | ||
Accounts receivable | (3) | 16 |
Inventory | (99) | (25) |
Other current assets | 74 | 332 |
Accounts payable and accrued liabilities | (130) | (7) |
Lease liabilities | (58) | (51) |
Deferred revenue | (59) | 172 |
NET CASH USED IN OPERATING ACTIVITIES | (1,410) | (1,140) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | 0 | (28) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from warrant exercises | 195 | 495 |
Payments made on notes payable | (367) | (465) |
Proceeds from issuance of common stock, net of costs | 0 | 1,396 |
Proceeds from issuances of warrants, net of costs | 0 | 1,796 |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | (172) | 3,222 |
NET CHANGE IN CASH | (1,582) | 2,054 |
Cash at beginning of period | 2,313 | 643 |
CASH AT END OF PERIOD | 731 | 2,697 |
SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES: | ||
Cash paid for interest | 97 | 89 |
SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Dividends on preferred stock | 122 | 581 |
Deemed dividends for warrant exchanges | 65 | 0 |
Settlement of interest through common stock issuance | 119 | 151 |
Settlement of dividends through common stock issuance | 166 | 722 |
Settlement of previously accrued professional fees through common stock issuance | 167 | 0 |
Conversion of Series D preferred shares into common stock | 0 | 118 |
Conversion of Series E preferred shares into common stock | 5 | 800 |
Conversion of Series F preferred shares into common stock | 42 | 296 |
Conversion of Series F-2 preferred shares into common stock | 14 | 2,473 |
Directors and Officers insurance obtained with financing | $ 119 | $ 124 |
ORGANIZATION BACKGROUND AND BAS
ORGANIZATION BACKGROUND AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
ORGANIZATION BACKGROUND AND BASIS OF PRESENTATION | |
ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION | 1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION Guided Therapeutics, Inc. (formerly SpectRx, Inc.), together with its wholly owned subsidiary, InterScan, Inc. (formerly Guided Therapeutics, Inc.), collectively referred to herein as the “Company”, is a medical technology company focused on developing innovative medical devices that have the potential to improve healthcare. The Company’s primary focus is the continued commercialization of its LuViva non-invasive cervical cancer detection device and extension of its cancer detection technology into other cancers, including esophageal. The Company’s technology, including products in research and development, primarily relates to biophotonics technology for the non-invasive detection of cancers. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) under the Securities Exchange Act of 1934. The December 31, 2022 balances reported herein are derived from the audited consolidated financial statements for the year ended December 31, 2022. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company as of September 30, 2023 and December 31, 2022, and the consolidated results of operations and cash flows for the three and nine-month periods ended September 30, 2023 and 2022 have been included. The Company’s prospects must be considered in light of the substantial risks, expenses and difficulties encountered by entrants into the medical device industry. This industry is characterized by an increasing number of participants, intense competition and a high failure rate. The Company has experienced net losses since its inception and, as of September 30, 2023, it had an accumulated deficit of approximately $150.6 million. To date, the Company has engaged primarily in research and development efforts and the early stages of marketing its products. The Company may not be successful in growing sales for its products. Moreover, required regulatory clearances or approvals may not be obtained in a timely manner, or at all. The Company’s products may not ever gain market acceptance and the Company may not ever generate significant revenues or achieve profitability. The development and commercialization of the Company’s products requires substantial development, regulatory, sales and marketing, manufacturing and other expenditures. The Company expects operating losses to continue for the foreseeable future as it continues to expend substantial resources to complete development of its products, obtain regulatory clearances or approvals, build its marketing, sales, manufacturing and finance capabilities, and conduct further research and development. The Company is not organized into multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment. The Company’s principal decision maker is the Chief Executive Officer and acting Chief Financial Officer. Management believes that its business operates as one reportable segment because: a) the Company measures profit and loss as a whole; b) the principal decision maker does not review information based on any operating segment; c) the Company does not maintain discrete financial information on any specific segment; d) the Company has not chosen to organize its business around different products and services, and e) the Company has not chosen to organize its business around geographic areas. Going Concern The Company’s consolidated financial statements have been prepared and presented on a basis assuming it will continue as a going concern. The factors below raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty. At September 30, 2023, the Company had a negative working capital of approximately $3.3 million, accumulated deficit of $150.6 million, and incurred a net loss including preferred and deemed dividends of $3.3 million for the nine months then ended. Stockholders’ deficit totaled approximately $3.7 million at September 30, 2023, primarily due to recurring net losses from operations. During the nine months ended September 30, 2023, the Company raised $195 thousand from warrant exercises. During the year ended December 31, 2022, the Company raised $3.2 million from the sale of common stock and warrants (net of expenses), and $532 thousand from warrant exercises. The Company will need to continue to raise capital in order to provide funding for its operations and FDA approval process. If sufficient capital cannot be raised, the Company will continue its plans of curtailing operations by reducing discretionary spending and staffing levels and attempting to operate by only pursuing activities for which it has external financial support. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations or that the Company will be able to raise additional funds on acceptable terms, or at all. In such a case, the Company might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable, liquidate and/or file for bankruptcy protection. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant areas where estimates are used include the allowance for doubtful accounts, inventory valuation and input variables for Black-Scholes and binomial option pricing models. The Company uses the binomial option pricing model for the calculation of the fair value of freestanding warrants with market conditions. Accounting Standard Updates A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any, that the implementation of such proposed standards would have on the Company’s consolidated financial statements. Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be a cash equivalent. Accounts Receivable The Company performs periodic credit evaluations of its customers’ financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. Uncollectibility is determined based on the determination that a customer will not be able to make payment and the time frame has exceeded one year. The Company does not accrue interest receivables on past due accounts receivable. Concentrations of Credit Risk The Company maintains a cash balance in a financial institution that is insured by the Federal Deposit Insurance Corporation up to certain federal limitations. At times, the Company’s cash balance exceeds these federal limitations. The amount in excess of insured limitations was approximately $482,776 and $2,064,772 as of September 30, 2023 and December 31, 2022, respectively. Inventory Valuation All inventories are stated at the lower of cost or net realizable value, with cost determined substantially on a “first-in, first-out” basis. Selling, general, and administrative expenses are not inventoried, but are charged to expense when incurred. Inventories consisted of the following as of September 30, 2023 and December 31, 2022: (in thousands) September 30, December 31, 2023 2022 Raw materials $ 1,364 $ 1,260 Work-in-progress 58 68 Finished goods 44 38 Inventory reserve (818 ) (818 ) Total inventory $ 648 $ 548 The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of three to seven years. Depreciation and amortization expense are included in general and administrative expense on the statement of operations. Expenditures for repairs and maintenance are expensed as incurred. Property and equipment consisted of the following as of September 30, 2023 and December 31, 2022: (in thousands) September 30, December 31, 2023 2022 Equipment $ 1,083 $ 1,083 Software 656 656 Furniture and fixtures 41 41 Leasehold improvements 12 12 Subtotal 1,792 1,792 Less accumulated depreciation (1,757 ) (1,750 ) Property, equipment and leasehold improvements, net $ 35 $ 42 Depreciation expense related to property and equipment for the three and nine months ended September 30, 2023 was $2,316 and $6,947, respectively. Depreciation expense for the three and nine months ended September 30, 2022 was not material. Debt Issuance Costs Debt issuance costs are capitalized and amortized over the term of the associated debt. Debt issuance costs are presented in the balance sheet as a direct deduction from the carrying amount of the debt liability consistent with the debt discount. Patent Costs (Principally Legal Fees) Costs incurred in filing, prosecuting, and maintaining patents are recurring, and expensed as incurred. Maintaining patents are expensed as incurred as the Company has not yet received U.S. FDA approval and recovery of these costs is uncertain. Such costs were not material for the three and nine months ended September 30, 2023 and 2022. Leases A lease provides the lessee the right to control the use of an identified asset for a period of time in exchange for consideration. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Where an operating lease contains extension options that the Company is reasonably certain to exercise, the extension period is included in the calculation of the right-of-use assets and lease liabilities. The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes its secured borrowing rate. Right-of-use assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both right-of-use assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions or covenants. See Note 7 – “ Commitments and Contingencies.” Accrued Liabilities Accrued liabilities as of September 30, 2023 and December 31, 2022 are summarized as follows: (in thousands) September 30, 2023 December 31, 2022 Compensation $ 374 $ 444 Professional fees 141 285 Stock subscription payable - 36 Interest 70 189 Vacation 27 41 Preferred dividends 188 231 Other accrued expenses 7 21 Total $ 807 $ 1,247 Stock Subscription Payable Cash received from investors for shares of common stock that have not yet been issued is recorded as a liability, which is presented within Accrued Liabilities on the condensed consolidated balance sheet. Revenue Recognition ASC 606, Revenue from Contracts with Customers, establishes a single and comprehensive framework which sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. The application of the core principle in ASC 606 is carried out in five steps: · Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled. · Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract. · Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties. · Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted. · Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date. The Company did not recognize material revenues during the nine-month periods ended September 30, 2023 or 2022. The Company’s revenues do not require significant estimates or judgments. The Company is not party to contracts that include multiple performance obligations or material variable consideration. Contract Balances The Company defers payments received as revenue until earned based on the related contracts and applying ASC 606 as required. As of September 30, 2023 and December 31, 2022, deferred revenue was approximately $450,516 and $509,101, respectively. Significant Customers As of September 30, 2023, accounts receivable outstanding was approximately $8,942, the outstanding amount was netted against a $1,500 allowance, leaving a balance of $7,442 which was from two customers. As of December 31, 2022, accounts receivable outstanding was $54,484; the outstanding amount was netted against a $48,172 allowance, leaving a balance of $6,312, which was from one customer. Research and Development Research and development expenses consist of expenditures for research conducted by the Company and payments made under contracts with consultants or other outside parties and costs associated with internal and contracted clinical trials. All research and development costs are expensed as incurred. Income Taxes The provision for income taxes is determined in accordance with ASC 740, “ Income Taxes At September 30, 2023, the Company had approximately $65.6 million of net operating losses carryforward available. This net operating loss will be eligible to be carried forward for tax purposes at federal and applicable states level. A full valuation allowance has been recorded for the deferred tax assets generated from the net operating losses. The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations. Warrants The Company has issued warrants, which allow the warrant holder to purchase one share of stock at a specified price for a specified period of time. The Company records equity instruments including warrants based on the fair value at the date of issue. The fair value of warrants classified as equity instruments at the date of issuance is estimated using the Black-Scholes or binomial option pricing models. Stock Based Compensation The Company accounts for its stock-based awards in accordance with ASC Subtopic 718, “ Compensation – Stock Compensation The Black-Scholes option pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. During the nine months ended September 30, 2023, the Company recognized $221,143 of expense related to stock options, $92,699 of expense for stock issued to consultants and executives and $1,546,089 of expense for warrants issued to consultants and executives. As of September 30, 2023 and December 31, 2022, accrued expense for the shares of common stock due but unissued to Richard Blumberg, a related party, totaled $83,366 and $166,667, respectively. See Note 7 to our financial statements for additional information. Derivatives The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3. FAIR VALUE OF FINANCIAL INSTRUMENTS The guidance for fair value measurements, ASC 820, Fair Value Measurements and Disclosures · Level 1–Quoted market prices in active markets for identical assets and liabilities; · Level 2–Inputs, other than level 1 inputs, either directly or indirectly observable; and · Level 3–Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use. The Company records its derivative activities at fair value. There was no movement of instruments between fair value hierarchy tiers during the nine months ended September 30, 2023 or 2022. Derivative liabilities measured on a recurring basis were not material as of September 30, 2023. The following tables present the fair value of derivative liabilities measured on a recurring basis as of December 31, 2022: Fair Value at December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Derivative liability/bifurcated conversion option in connection with Auctus $326,016 loan on December 17, 2019 - - (5 ) (5 ) Total long-term liabilities at fair value $ - $ - $ (5 ) $ (5 ) The following is a summary of changes to Level 3 instruments during the nine months ended September 30, 2023: (in thousands) Derivative Balance at December 31, 2022 $ (5 ) Change in fair value during the period 5 Balance at September 30, 2023 $ - |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDERS' DEFICIT: | |
STOCKHOLDERS' DEFICIT | 4. STOCKHOLDERS’ DEFICIT Common Stock The Company has authorized 500,000,000 shares of common stock with $0.001 par value. As of September 30, 2023 and December 31, 2022, 52,041,502 and 48,595,715 shares of common stock were issued and outstanding, respectively. During the nine months ended September 30, 2023, the Company issued 3,445,787 shares of common stock, as summarized below: Number of Shares Common stock warrants exercised 1,119,294 Issuance of common stock for payment of Series D preferred dividends 96,728 Issuance of common stock for payment of Series E preferred dividends 378,294 Issuance of common stock for payment of Series F preferred dividends 233,308 Issuance of common stock for payment of Series F-2 preferred dividends 120,284 Issuance of common stock for payment of interest 417,879 Issuance of common stock to consultants 800,000 Conversion of Series E preferred stock to common stock 20,000 Conversion of Series F preferred stock to common stock 200,000 Conversion of Series F-2 preferred stock to common stock 60,000 Total common stock issued during the nine months ended September 30, 2023 3,445,787 Summary table of common stock share transactions: Shares outstanding at December 31, 2022 48,595,715 Common shares issued during the nine months ended September 30, 2023 3,445,787 Common shares outstanding at September 30, 2023 52,041,502 Preferred Stock The Company has authorized 5,000,000 shares of preferred stock with a $0.001 par value. The board of directors has the authority to issue these shares and to set dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions. Series C Convertible Preferred Stock The board designated 9,000 shares of preferred stock as Series C Convertible Preferred Stock, (the “Series C Preferred Stock”). Pursuant to the Series C certificate of designations, shares of Series C Preferred Stock are convertible into common stock by their holder at any time and may be mandatorily convertible upon the achievement of specified average trading prices for the Company’s common stock. At September 30, 2023 and December 31, 2022, there were 286 shares outstanding with a conversion price of $0.50 per share, such that each share of Series C Preferred Stock would convert into approximately 2,000 shares of the Company’s common stock; for a total of 572,000 shares of common stock, subject to customary adjustments, including for any accrued but unpaid dividends and pursuant to certain anti-dilution provisions, as set forth in the Series C certificate of designations. The conversion price will automatically adjust downward to 80% of the then-current market price of the Company’s common stock 15 trading days after any reverse stock split of the Company’s common stock, and 5 trading days after any conversions of the Company’s outstanding convertible debt. Holders of the Series C Preferred Stock are entitled to quarterly cumulative dividends at an annual rate of 12.0% until 42 months after the original issuance date (the “Dividend End Date”), payable in cash or, subject to certain conditions, the Company’s common stock. Unpaid accrued dividends were $120,120 as of September 30, 2023 and December 31, 2022. Upon conversion of the Series C Preferred Stock prior to the Dividend End Date, the Company will also pay to the converting holder a “make-whole payment” equal to the number of unpaid dividends through the Dividend End Date on the converted shares. At September 30, 2023 and December 31, 2022, the “make-whole payment” for a converted share of Series C Preferred Stock would convert to 200 shares of the Company’s common stock. The Series C Preferred Stock generally has no voting rights except as required by Delaware law. Upon the Company’s liquidation or sale to or merger with another corporation, each share will be entitled to a liquidation preference of $1,000, plus any accrued but unpaid dividends. Series C1 Convertible Preferred Stock The board designated 20,250 shares of preferred stock as Series C1 Preferred Stock, of which 1,049.25 shares were issued and outstanding at September 30, 2023 and December 31, 2022. In addition, some holders separately agreed to exchange each share of the Series C1 Preferred Stock held for one (1) share of the Company’s newly created Series C2 Preferred Stock. In total, for 3,262.25 shares of Series C1 Preferred Stock to be surrendered, the Company issued 3,262.25 shares of Series C2 Preferred Stock. The Series C1 Preferred Stock has terms that are substantially the same as the Series C Preferred Stock, except that the Series C1 Preferred Stock does not pay dividends (unless and to the extent declared on the common stock) or at-the-market “make-whole payments” and, while it has the same anti-dilution protections afforded the Series C Preferred Stock, it does not automatically reset in connection with a reverse stock split or conversion of our outstanding convertible debt. At September 30, 2023 and December 31, 2022, there were 1,049.25 shares outstanding with a conversion price of $0.50 per share, such that each share of Series C1 Preferred Stock would convert into approximately 2,000 shares of the Company’s common stock, for a total of 2,098,500 shares of common stock. Series C2 Convertible Preferred Stock On August 31, 2018, the Company entered into agreements with certain holders of the Company’s Series C1 Preferred Stock, including the chairman of the Company’s board of directors, and the Chief Operating Officer and a director of the Company pursuant to which those holders separately agreed to exchange each share of the Series C1 Preferred Stock held for one (1) share of the Company’s newly created Series C2 Preferred Stock. In total, for 3,262.25 shares of Series C1 Preferred Stock to be surrendered, the Company issued 3,262.25 shares of Series C2 Preferred Stock. The terms of the Series C2 Preferred Stock are substantially the same as the Series C1 Preferred Stock, except that (i) shares of Series C1 Preferred Stock may not be convertible into the Company’s common stock by their holder for a period of 180 days following the date of the filing of the Certificate of Designation (the “Lock-Up Period”); (ii) the Series C2 Preferred Stock has the right to vote as a single class with the Company’s common stock on an as-converted basis, notwithstanding the Lock-Up Period; and (iii) the Series C2 Preferred Stock will automatically convert into that number of securities sold in the next Qualified Financing (as defined in the Exchange Agreement) determined by dividing the stated value ($1,000 per share) of such share of Series C2 Preferred Stock by the purchase price of the securities sold in the Qualified Financing. At September 30, 2023 and December 31, 2022, there were 2,700 shares outstanding, each with a conversion price of $0.50 per share, such that each share of Series C preferred stock would convert into approximately 2,000 shares of the Company’s common stock, for a total of 5,400,000 shares of common stock. Series D Convertible Preferred Stock The Board designated 6,000 shares of preferred stock as Series D Preferred Stock, 438 of which remained outstanding as of September 30, 2023 and December 31, 2022. On January 8, 2021, the Company entered into a Stock Purchase Agreement with certain accredited investors (“the Series D Investors”) pursuant to all obligations under the Series D Certificate of Designation. The Series D Investors included the Chief Executive Officer, Chief Operating Officer and a director of the Company. In total, for $763,000 the Company issued 763 shares of Series D Preferred Stock, 1,526,000 shares of common stock, 1,526,000 common stock warrants, exercisable at $0.25, and 1,526,000 common stock warrants, exercisable at $0.75. Each Series D Preferred Stock is convertible into 3,000 shares of common stock. The Series D Preferred Stock have cumulative dividends at the rate per share of 10% per annum. Each share of Series D Preferred Stock has a par value of $0.001 per share and a stated value equal to $750. Each share of Series D Preferred is convertible, at any time for a period of 5 years after issuance, into that number of shares of Common Stock, determined by dividing the Stated Value by $0.25, subject to certain adjustments set forth in the Series D Certificate of Designation (the “Series D Conversion Price”). The conversion of Series D Preferred is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holder of the Series D Preferred. If the average of the VWAPs (as defined in the Series D Certificate of Designation) for any consecutive 5 trading day period (“Measurement Period”) exceeds 200% of the then Series D Conversion Price and the average daily trading volume of the Common Stock on the primary trading market exceeds 1,000 shares per trading day during the Measurement Period (subject to adjustments), the Company may redeem the then outstanding Series D Preferred, for cash in an amount equal to aggregate stated value then outstanding plus accrued but unpaid dividends. During the nine months ended September 30, 2023, the Company issued 96,728 shares of common stock for payment of Series D Preferred Stock dividends. As of September 30, 2023 and December 31, 2022, the Company had accrued dividends of $8,360 and $8,213, for the Series D Preferred Stock, respectively. Series E Convertible Preferred Stock The Board designated 5,000 shares of preferred stock as Series E Preferred Stock, 883 and 888 of which remained outstanding as of September 30, 2023 and December 31, 2022, respectively. Each share of Series E Preferred is convertible, at any time for a period of 5 years after issuance, into that number of shares of Common Stock, determined by dividing the Stated Value by $0.25, subject to certain adjustments set forth in the Series E Certificate of Designation (the “Series E Conversion Price”). The conversion of Series E Preferred is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holder of the Series E Preferred. If the average of the VWAPs (as defined in the Series E Certificate of Designation) for any consecutive 5 trading day period (“Measurement Period”) exceeds 200% of the then Series E Conversion Price and the average daily trading volume of the Common Stock on the primary trading market exceeds 1,000 shares per trading day during the Measurement Period (subject to adjustments), the Company may redeem the then outstanding Series E Preferred, for cash in an amount equal to aggregate Stated Value then outstanding plus accrued but unpaid dividends. Each share of Series E Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000, subject to the increase set forth in its Certificate of Designation. Each holder of Series E Preferred Stock is entitled to receive cumulative dividends of 8% per annum, payable annually in cash or, at the option of the Company, shares of common stock. During the nine months ended September 30, 2023, the Company issued 20,000 shares of common stock for the conversion of 5 shares of Series E Convertible Preferred Stock and 378,294 shares of common stock for payment of Series E Preferred Stock dividends. As of September 30, 2023 and December 31, 2022, the Company had accrued dividends of $12,612 and $30,414 for the Series E Preferred Stock, respectively. Series F Convertible Preferred Stock The Board designated 1,500 shares of preferred stock as Series F Preferred Stock, 1,006 and 1,056 of which were issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. During 2021, the Company entered into a Stock Purchase Agreement with certain accredited investors. In total, for $1,436,000 the Company issued 1,436 shares of Series F Convertible Preferred Stock. Each Series F Preferred share is convertible into 4,000 shares of common stock. The Series F Convertible Preferred Stock is entitled to cumulative dividends at the rate per share of 6% per annum. The stated value on the Series F Convertible Preferred Stock is $1,000. Each share of Series F Preferred Stock is convertible, at any time for a period of 5 years after issuance, into that number of shares of Common Stock, determined by dividing the Stated Value by $0.25, subject to certain adjustments set forth in the Series F Certificate of Designation (the “Series F Conversion Price”). The conversion of Series F Preferred Stock is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holder. If the average of the VWAPs (as defined in the Series F Certificate of Designation) for any consecutive 5 trading day period (“Measurement Period”) exceeds 200% of the then Series F Conversion Price and the average daily trading volume of the Common Stock on the primary trading market exceeds 1,000 shares per trading day during the Measurement Period (subject to adjustments), the Company may redeem the then outstanding Series F Preferred, for cash in an amount equal to aggregate stated value then outstanding plus accrued but unpaid dividends. During the nine months ended September 30, 2023, the Company issued 200,000 shares of common stock for the conversion of 50 shares of Series F Convertible Preferred Stock and 233,308 shares of common stock for payment of annual Series F Convertible Preferred Stock dividends. As of September 30, 2023 and December 31, 2022, the Company had accrued dividends of $31,108 and $48,400 for the Series F Convertible Preferred Stock, respectively. Series F-2 Convertible Preferred Stock The Company was oversubscribed for its Series F Preferred Stock, resulting in the requirement to file an additional Certificate of Designation for Series F-2 Preferred Stock with substantially the same terms as the Series F Preferred Stock. The Board designated 3,500 shares of preferred stock as Series F-2 Preferred Stock, 520 and 535 of which were issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. During 2021, the Company entered into a Stock Purchase Agreement with certain accredited investors. In total, for $678,000 the Company issued 678 shares of Series F-2 Preferred Stock. In addition, the Company exchanged outstanding debt of $2,559,000 for 2,559 shares of Series F-2 Preferred Stock. Each Series F-2 Preferred share is convertible into 4,000 shares of common stock. The Series F-2 Preferred Stock will have cumulative dividends at the rate per share of 6% per annum. The stated value on the Series F-2 Preferred Stock is $1,000. Each share of Series F-2 Preferred Stock is convertible, at any time for a period of 5 years after issuance, into that number of shares of Common Stock, determined by dividing the Stated Value by $0.25, subject to certain adjustments set forth in the Series F-2 Certificate of Designation (the “Series F-2 Conversion Price”). The conversion of Series F-2 Preferred is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holder. If the average of the VWAPs (as defined in the Series F-2 Certificate of Designation) for any consecutive 5 trading day period (“Measurement Period”) exceeds 200% of the then Series F-2 Conversion Price and the average daily trading volume of the Common Stock on the primary trading market exceeds 1,000 shares per trading day during the Measurement Period (subject to adjustments), the Company may redeem the then outstanding Series F-2 Preferred Stock, for cash in an amount equal to aggregate Stated Value then outstanding plus accrued but unpaid dividends. During the nine months ended September 30, 2023, the Company issued 60,000 shares of common stock for the conversion of 15 shares of Series F-2 Preferred Stock and 120,284 shares of common stock for payment of annual Series F-2 Preferred Stock dividends. As of September 30, 2023 and December 31, 2022, the Company had accrued dividends of $15,779 and $24,267 for the Series F-2 Convertible Preferred Stock, respectively. Warrants The following table summarizes transactions involving the Company’s outstanding warrants to purchase common stock for the nine months ended September 30, 2023: Warrants (Underlying Shares) Weighted-Average Exercise Price Per Share Outstanding, December 31, 2022 35,586,980 $ 0.46 Warrants issued 6,773,750 $ 0.26 Warrants exchanged (1,025,000 ) $ 0.25 Warrants expired (9,545,200 ) $ 0.30 Warrants exercised (973,750 ) $ 0.20 Outstanding, September 30, 2023 30,816,780 $ 0.49 On May 14, 2023, the Compensation Committee of the Company’s Board of Directors approved the issuance of 4,000,000 common stock warrants to Mark Faupel, upon his appointment to the Company’s Board as President and Chief Executive Officer on March 10, 2023. The warrants, which have a strike price of $0.25, are fully vested and will expire on May 13, 2028. During the nine months ended September 30, 2023, the Company recorded approximately $679,959 of stock-based compensation expense attributed to the warrants. On May 14, 2023, the Compensation Committee of the Company’s Board of Directors also approved the issuance of 4,000,000 common stock warrants to Mark Faupel, 2,500,000 of which will be vested upon receipt by the Corporation of an Approval Letter from the U.S. Food and Drug Administration for the LuViva Advanced Cervical Scan and 1,500,000 of which will be vested upon receipt by the Corporation of an Approval Letter or equivalent from the Chinese National Medical Products Administration for the LuViva Advanced Cervical Scan. The warrants, which have a strike price of $0.40, will expire five years after they are exercisable with a maximum term of 10 years from issuance. As of September 30, 2023, the Company has concluded it is not probable that the performance conditions related to the warrants will be achieved, and as a result no compensation expense related to the warrants has been recorded. During the nine months ended September 30, 2023, the Company issued 1,800,000 warrants to Richard Blumberg, a related party, pursuant to a consulting agreement. See Note 7, “Commitments and Contingencies” During the nine months ended September 30, 2023, the Company entered into various agreements with holders of the Company’s $0.25 strike price warrants, pursuant to which each holder separately agreed to exchange 1,025,000 common stock warrants with a strike price of $0.25 for 973,750 common stock warrants with a strike price of $0.20. During the nine months ended September 30, 2023, the Company received approximately $194,750 from the holders for the exercise of the 973,750 warrants. The Company measured the effect of the exchange as the excess of fair value of the exchanged instruments over the fair value of the original instruments and recorded a deemed dividend of approximately $65,296. During the nine months ended September 30, 2023, management estimated the fair value of the warrants issued utilizing the Black-Scholes Option Pricing model with the following weighted-average assumptions: Expected term (years) 3.8 Volatility 266.4 % Risk-free interest rate 3.8 % Dividend yield 0.0 % |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2023 | |
STOCK OPTIONS | |
STOCK OPTIONS | 5. ST OCK OPTIONS The Company’s Stock Plan (the “Plan”) allows for the issuance of incentive stock options, nonqualified stock options, and stock purchase rights. The exercise price of options was determined by the Company’s board of directors, but incentive stock options were granted at an exercise price equal to the fair market value of the Company’s common stock as of the grant date. Options historically granted have generally become exercisable over four years and expire ten years from the date of grant. The plan provides for stock options to be granted up to 10% of the outstanding shares of common stock. On February 10, 2023, the Company granted 925,000 stock options to employees, executives and directors of the Company. The stock options, which have exercise prices of $0.2629, will expire on February 9, 2033. One fourth of the stock options vested immediately, while the remaining options will vest over a period of 33 months, beginning on May 10, 2023. On March 3, 2023, Dr. Gene Cartwright retired from his position as President and Chief Executive Officer of the Company and as a member of the Board. Upon his departure, Mr. Cartwright forfeited 186,364 unvested stock options. On May 2, 2023, the Company’s Board of Directors approved an extension of the expiration date of Mr. Cartwright’s vested options to June 1, 2025. Management measured the modified stock option award using the Black-Scholes option pricing model and recorded expense of $59,216 during the nine months ended September 30, 2023, representing the excess fair value of the modified award over the original award. Management estimated the fair value of the modified award using the Black-Scholes option pricing model and the following assumptions: Expected term (years) 2.0 Volatility 182.8 % Risk-free interest rate 4.0 % Dividend yield 0.0 % On March 7, 2023, the Company granted 100,000 stock options, which have exercise prices of $0.27 and will expire on March 6, 2033, to Alan Grujic, upon appointing him to the Board of Directors. One fourth of the stock options vested immediately, while the remaining options will vest over a period of 33 months, beginning on June 7, 2023. During the nine months ended September 30, 2023 and 2022, the Company recognized stock-based compensation expense for stock options of $221,143 and $131,735, respectively. There was no stock option activity during the nine months ended September 30, 2022. The following table summarizes the Company’s stock option activity and related information for the nine months ended September 30, 2023 and 2022: Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value of In-the-Money Options (in thousands) Options outstanding as of December 31, 2022 1,500,000 $ 0.49 7.5 years $ - Options granted 1,025,000 $ 0.26 Options forfeited (186,364 ) $ 0.31 Options outstanding as of September 30, 2023 2,338,636 $ 0.41 6.8 years $ - Options exercisable as of September 30, 2023 1,811,364 $ 0.45 6.0 years $ - Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value of In-the-Money Options (in thousands) Options outstanding as of September 30, 2022 1,500,000 $ 0.49 7.8 Years $ - Options exercisable as of September 30, 2022 1,227,136 $ 0.49 7.8 Years $ - The aggregate intrinsic value is calculated as the difference between the Company’s closing stock price as of September 30, 2023 and the exercise price, multiplied by the number of options. As of September 30, 2023, there was $139,088 of unrecognized stock-based compensation expense. Such costs are expected to be recognized over a weighted average period of approximately 2.5 years. The weighted-average fair value of awards granted was $0.26 and nil during the nine months ended September 30, 2023 and 2022, respectively. The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period. The Black-Scholes option pricing model and the following weighted-average assumptions were used to estimate the fair value of awards granted during the nine months ended September 30, 2023: Expected term (years) 10.0 Volatility 366.4 % Risk-free interest rate 3.8 % Dividend yield 0.00 |
LITIGATION AND CLAIMS
LITIGATION AND CLAIMS | 9 Months Ended |
Sep. 30, 2023 | |
LITIGATION AND CLAIMS | |
LITIGATION AND CLAIMS | 6. LITIGATION AND CLAIMS From time to time, the Company may be involved in various legal proceedings and claims arising in the ordinary course of business. Management believes that the dispositions of these matters, individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial condition. However, depending on the amount and timing of such disposition, an unfavorable resolution of some or all of these matters could materially affect the future results of operations or cash flows in a particular year. As of September 30, 2023, and December 31, 2022, there was no accrual recorded for any potential losses related to pending litigation. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES (Note 7) | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES Operating Leases The below table presents total operating lease right-of-use assets and lease liabilities as of September 30, 2023 and December 31, 2022: (in thousands) September 30, December 31 2023 2022 Operating lease right-of-use assets $ 247 $ 303 Operating lease liabilities $ 267 $ 325 The table below presents the maturities of operating lease liabilities as of September 30, 2023: (in thousands) Operating Lease Payments 2023 (remaining) 28 2024 115 2025 118 2026 50 Total future lease payments 311 Less: discount (44 ) Total lease liabilities $ 267 The table below presents the weighted-average remaining lease term and discount rate used in the calculation of operating lease right-of-use assets and lease liabilities as of September 30, 2023 and December 31, 2022 (in thousands) September 30, 2023 December 31, 2022 Weighted average remaining lease term (years) 2.7 3.4 Weighted average discount rate 11.4 % 11.4 % Related Party Contracts On June 5, 2016, the Company entered into a license agreement with Shenghuo Medical, LLC pursuant to which the Company granted Shenghuo an exclusive license to manufacture, sell and distribute LuViva in Taiwan, Brunei Darussalam, Cambodia, Laos, Myanmar, Philippines, Singapore, Thailand, and Vietnam. Shenghuo was already the Company’s exclusive distributor in China, Macau and Hong Kong, and the license extended to manufacturing in those countries as well. Under the terms of the license agreement, once Shenghuo was capable of manufacturing LuViva in accordance with ISO 13485 for medical devices, Shenghuo would pay the Company a royalty equal to $2.00 or 20% of the distributor price (subject to a discount under certain circumstances), whichever is higher, per disposable distributed within Shenghuo’s exclusive territories. In connection with the license grant, Shenghuo was to underwrite the cost of securing approval of LuViva with Chinese Food and Drug Administration. At its option, Shenghuo also would provide up to $1.0 million in furtherance of the Company’s efforts to secure regulatory approval for LuViva from the U.S. Food and Drug Administration, in exchange for the right to receive payments equal to 2% of the Company’s future sales in the United States, up to an aggregate of $4.0 million. Pursuant to the license agreement, Shenghuo had the option to have a designee appointed to the Company’s board of directors (current director Richard Blumberg is the designee). On September 6, 2016, the Company entered into a royalty agreement with one of its directors, John Imhoff, and another stockholder, Dolores Maloof, pursuant to which the Company sold to them a royalty of future sales of single-use cervical guides for LuViva. Under the terms of the royalty agreement, and for consideration of $50,000, the Company will pay them an aggregate perpetual royalty initially equal to $0.10, and from and after October 2, 2016, equal to $0.20, for each disposable that the Company sells (or that is sold by a third party pursuant to a licensing arrangement with the Company). On January 22, 2020, the Company entered into a promotional agreement with a related party, which was partially owned by Mr. Blumberg, to provide investor and public relations services for a period of two years. As compensation for these services, the Company agreed to issue a total of 5,000,000 warrants, broken into four tranches of 1,250,000. The warrants have a strike price of $0.25 and are subject to vesting based upon the close of the Series D offering and a minimum share price based on the 30-day VWAP. If the minimum share price per the terms of the agreement is not achieved, the warrants will expire three years after the scheduled issuance date. The warrants were valued using the Black Scholes model on the grant date of January 22, 2020. As a result of this agreement, the Company recognized nil and $79,444 of consulting expense during the nine months ended September 30, 2023 and 2022, respectively. Unrecognized consulting expense to be recognized under this agreement was nil as of September 30, 2023. As of September 30, 2023, 2,500,000 of the warrants had been issued, of which 600,000 had been transferred to Ironstone Capital Corp and 150,000 were transferred to other third parties. During the nine months ended September 30, 2023, the Company entered into an agreement with Mr. Blumberg to exchange 875,000 of the outstanding warrants for 831,250 warrants with a strike price of $0.20, which were exercised during the first quarter of 2023. As of September 30, 2023, 750,000 of the strike price $0.25 warrants held by Mr. Blumberg remained outstanding. On March 10, 2021, the Company entered into a consulting agreement with Richard Blumberg. As a result of the consulting agreement Mr. Blumberg provided $350,000, which was recorded to subscription receivable, to the Company in exchange for the following: (1) on September 26, 2021, 900,000 3-year warrants with an exercise price of $0.30 and 400,000 common stock shares; (2) on March 26, 2022, 900,000 3-year warrants with an exercise price of $0.40 and 400,000 common stock shares; (3) on September 26, 2022, 900,000 3-year warrants with an exercise price of $0.50 and 400,000 common stock shares; and (4) on March 26, 2023, 900,000 3-year warrants with an exercise price of $0.60 and 400,000 common stock shares. On November 11, 2022, the Company and Mr. Blumberg entered into an amended agreement, upon which the exercise prices of the warrants were changed to $0.30. The Company estimated the fair value of the modified warrants using the Black-Scholes option pricing model and the following assumptions: Expected term (years) 3.0 Volatility 108.7 % Risk-free interest rate 4.3 % Dividend yield 0.0 % During the three and nine months ended September 30, 2023, the Company recognized $149,677 and $740,517 of expense for the warrants issued to Mr. Blumberg, respectively. During the three and nine months ended September 30, 2022, the company recognized $98,476 of expense for the warrants issued to Mr. Blumberg. Total unrecognized expense for the warrants was nil as of September 30, 2023. During the nine months ended September 30, 2023 and 2022, the Company recognized $92,699 and $34,000 of expense for the shares of common stock issued and due to Mr. Blumberg, respectively. As not all of the shares had been issued as of September 30, 2023, the Company estimated the total amount of expense using the closing price of the Company’s stock as of September 30, 2023. During the year ended December 31, 2021, the consulting agreement was amended to clarify that $350,000 is not intended to be debt and will not be required to be repaid in cash. The Company confirmed an obligation to provide Mr. Blumberg with 950,000 fully transferrable warrants, which will expire on January 1, 2024 and have an exercise price of $0.25. Issuance of the warrants owed to Mr. Blumberg for his services was predicated on the Company receiving funding receipts of $1,000,000, whether from a financing, series of financing, or gross sales. The amended agreement clarified that the warrants issued to Mr. Blumberg are compensation for services which involve investor relations, marketing services and assisting the Company with obtaining financing. During the year ended December 31, 2022, the Company obtained the requisite funding receipts and estimated the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions: Expected term (years) 1.3 Volatility 164.6 % Risk-free interest rate 4.1 % Dividend yield 0.0 % During the nine months ended September 30, 2023 and 2022, expense recorded for the warrants was nil and $307,457, respectively. Unrecognized expense to be recognized for the warrants was nil as of September 30, 2023. On August 24, 2022, the Company entered into an agreement with Ironstone Capital Corp. and Alan Grujic (the “Advisory Group”) whereby the Advisory Group agreed to perform marketing and investor relations services over a term of twelve months, commencing on the closing of a financing of at least $2.5 million. In consideration for these services, the Company issued 800,000 warrants (“first tranche warrants”) with an exercise price of $0.50 to Mr. Grujic, which were due within 10 business days of closing the financing transaction (the “Transaction”) that took place in September 2022. In the event the Company’s 20 trading day variable weighted average price (“VWAP”) exceeds $1.00 within one year of the closing of the financing, the Company would have issued 600,000 warrants (“second tranche warrants”) with an exercise price of $0.75 to Mr. Grujic. In the event the Company’s 20 trading day VWAP exceeds $1.50 within two years of the closing of the financing, the Company will issue an additional 600,000 warrants (“third tranche warrants”) to Mr. Grujic. Once issued, the warrants vest immediately and will expire two years from the date of issuance. If the Company’s U.S. clinical study is not completed and filed with the U.S. FDA or if the Chinese NMPA (formerly Chinese FDA) approval is not granted by each due date for reaching each respective pricing milestone, then the due date for reaching each milestone shall be extended by six months. Pursuant to the agreement, the Company also agreed to pay the Advisory Group $2,000 per month for 12 months, starting the month after the closing of the Transaction. The Company estimated the fair value of the first tranche warrants issued in September 2022 using the Black-Scholes option pricing model with the following assumptions: Expected term (years) 2.0 Volatility 173.0 % Risk-free interest rate 3.4 % Dividend yield 0.0 % The Company recognized expense of $364,800 for the first tranche warrants during the three and nine months ended September 30, 2022. Unrecognized expense related to the first tranche warrants was nil as of September 30, 2022. The Company estimated the fair value of the second tranche warrants using the Binomial Lattice model with the following assumptions: Expected term (years) 1.0 Volatility 144.4 % Risk-free interest rate 3.6 % Dividend yield 0.0 % The Company estimated the fair value of the third tranche warrants using the Binomial Lattice model with the following assumptions: Expected term (years) 2.0 Volatility 172.1 % Risk-free interest rate 3.6 % Dividend yield 0.0 % The Company recognized expense for the second and third tranches of warrants of $35,270 and $125,613 during the three and nine months ended September 30, 2023, respectively. The Company recognized expense for the second and third tranches of warrants of $15,057 during the three and nine months ended September 30, 2022. Unrecognized expense for the second and third tranche warrants was $56,708 as of September 30, 2023. Other Commitments On July 24, 2019, the Company agreed to grant Shandong Yaohua Medical Instrument Corporation (“SMI”) (1) exclusive manufacturing rights, excepting the disposable cervical guides for the Republic of Turkey, and the final assembly rights for Hungary, and (2) exclusive distribution and sales for LuViva in jurisdictions, subject to the terms and conditions described below. First, SMI shall complete the payment for parts, per the purchase order, for five additional LuViva devices. Second, in consideration for the $885,144 that the Company received, SMI will receive 12,147 shares of common stock. Third, SMI shall honor all existing purchase orders it has executed to date with the Company, in order to maintain jurisdiction sales and distribution rights. If SMI needs to purchase cervical guides, then it will do so at a cost including labor, plus ten percent markup. The Company will provide 200 cervical guides at no cost for the clinical trials. Fourth, the Company and SMI will make best efforts to sell devices after CFDA approval. With an initial estimate of year one sales of 200 LuViva devices; year two sales of 500 LuViva devices; year three sales of 1,000 LuViva devices; and year four sales of 1,250 LuViva devices. Fifth, SMI shall pay for entire costs of securing approval of LuViva with the Chinese FDA. Sixth, SMI shall arrange, at its sole cost, for a manufacturer in China to build tooling to support manufacturing. In addition, SMI retains the right to manufacture for China, Hong Kong, Macau and Taiwan, where SMI has distribution and sales rights. For each single-use cervical guide sold by SMI in the jurisdictions, SMI shall transfer funds to escrow agent at a rate of $1.90 per device chip. If within 18 months of the license’s effective date, SMI fails to achieve commercialization of LuViva in China, SMI shall no longer have any rights to manufacture, distribute or sell LuViva. Commercialization is defined as: filing an application with the Chinese FDA for the approval of LuViva; any assembly or manufacture of the devices or disposables that begins in China; and purchase of at least 10 devices and disposables for clinical evaluations and regulatory use and or sales in the jurisdictions. On August 12, 2021, the Company executed an amendment to its agreement with SMI. Under the terms of the amended agreement, the parties agreed that if by October 30, 2022, SMI fails to achieve commercialization of LuViva in China, SMI shall no longer have any rights to manufacture, distribute or sell LuViva. On March 3, 2023, the Company entered into a third amendment with SMI pursuant to which the Company extended the deadline for SMI to achieve commercialization of LuViva in China to April 30, 2024. Contingencies Coronavirus SARS-CoV-2, the pathogen responsible for COVID-19, which has already had an impact on financial markets, could result in additional repercussions to the Company’s operating business, including but not limited to, the sourcing of materials for product candidates, manufacture of supplies for preclinical and/or clinical studies, delays in clinical operations, which may include the availability or the continued availability of patients for trials due to such things as quarantines, conduct of patient monitoring and clinical trial data retrieval at investigational study sites. The future impact of the outbreak is highly uncertain and cannot be predicted, and the Company cannot provide any assurance that the outbreak will not have a material adverse impact on the Company’s operations or future results or filings with regulatory health authorities. The extent of the impact to the Company, if any, will depend on future developments, including actions taken to contain the coronavirus. The Russia-Ukraine conflict and the sanctions imposed in response to this crisis could result in repercussions to our operating business, including delays in obtaining regulatory approval to market our products in Russia. The future impact of the conflict is highly uncertain and cannot be predicted, and we cannot provide any assurance that the conflict will not have a material adverse impact on our operations or future results or filings with regulatory health authorities. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
NOTES PAYABLE | |
NOTES PAYABLE | 8. NOTES PAYABLE Short Term Notes Payable On July 4, 2022, the Company entered into a premium finance agreement to finance its insurance policies totaling $123,889. Monthly payments of $11,409 are due on the note, including interest incurred at a rate of 5.0%. The note, which matured on May 4, 2023, had an outstanding balance of nil and $56,569 as of September 30, 2023 and December 31, 2022, respectively. On July 4, 2023, the Company entered into a premium finance agreement to finance its insurance policies totaling $129,073. Monthly payments of $12,041 are due on the note, including interest incurred at a rate of 7.9%. The note, which matures on May 4, 2024, had an outstanding balance of $94,152 as of September 30, 2023. During 2019, the Company issued promissory notes to Mr. Cartwright totaling $45,829. The notes were initially issued with 0% interest, however interest increased to 6.0% interest 90 days after the Company received $1,000,000 in financing proceeds. As of September 30, 2023, the notes have been repaid in full. The following table summarizes short-term notes payable, including notes held by related parties: Short-term notes payable, including related parties September 30, 2023 December 31, 2022 Dr. Cartwright $ - $ 1 Premium Finance (insurance) 94 57 Short-term notes payable $ 94 $ 58 As of September 30, 2023 and December 31, 2022, the short-term note payable due to a related party was nil and $619, respectively. |
AUCTUS CONVERTIBLE DEBT
AUCTUS CONVERTIBLE DEBT | 9 Months Ended |
Sep. 30, 2023 | |
AUCTUS CONVERTIBLE DEBT | |
AUCTUS CONVERTIBLE DEBT | 9. CONVERTIBLE DEBT Auctus Convertible Note On December 17, 2019, the Company entered into a securities purchase agreement and convertible note with Auctus. The convertible note issued to Auctus was for a total of $2.4 million. The note may not have been prepaid in whole or in part except as otherwise explicitly allowed. Any amount of principal or interest on the note which was not paid when due shall bore interest at the rate of the lessor of 24% or the maximum permitted by law (the “default interest”). The variable conversion prices equaled the lesser of: (i) the lowest trading price on the issue date, and (ii) the variable conversion price. The variable conversion price was 95% multiplied by the market price (the market price means the average of the five lowest trading prices during the period beginning on the issue date and ending on the maturity date), minus $0.04 per share, provided however that in no event could the variable conversion price be less than $0.15. If an event of default under this note occurred and/or the note was not extinguished in its entirety prior to December 17, 2020, the $0.15 price floor no longer applied. On September 1, 2022, the Company agreed to exchange certain debt and equity owned by Auctus pursuant to an Exchange Agreement between the Company and Auctus (the “Exchange Agreement”). Immediately prior to the Exchange Agreement, Auctus held $1,228,183 of debt, including an early prepayment penalty of $350,000, default premiums of $281,256, and $91,555 in interest payable. Auctus agreed to reduce the amount owed to $710,911 and to revert the May 27, 2020 note to its original term. Additionally, Auctus agreed to exchange 8,775,000 warrants that were priced between $0.15 and $0.20 and the $350,000 prepayment penalty for 3,900,000 shares of common stock, warrants to purchase 3,900,000 shares of common stock at $0.50 per share and warrants to purchase 3,900,000 shares of common stock at $0.65 per share (the “Exchange”). As a result of the Exchange Agreement, Auctus forgave a default penalty of $225,444. Following the Exchange and Repayment, the Company will make payments to Auctus in four installments, over an 18-month period. The total outstanding balance of the convertible note was $123,038 and $326,016 as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, the balance is included within “Short-term convertible debt” on the unaudited condensed consolidated balance sheet. As of December 31, 2022, $230,482 is included within “Short-term convertible debt” and $95,534 is included within “Long-term convertible debt” on the condensed consolidated balance sheet. 10% Senior Unsecured Convertible Debenture On May 17, 2021, the Company issued 10% Senior Unsecured convertible debentures to investors, which mature on May 17, 2024 (the “Maturity Date”). The Company subscribed $1,130,000 of the $1,000 convertible debentures. The terms of the debentures are as follows: 1) the principal amount of some or all of the convertible debentures and accrued interest are convertible into shares of common stock at the holder’s option, at a price of $0.50 per common stock share (the “conversion price”), subject to adjustment in certain events, at any time prior to maturity date; 2) upon successful uplist to a U.S. National Exchange, the note will automatically convert into the uplisting financing; 3) each debenture unit included 1,000 common stock warrants with an exercise price of $0.80 and an expiration date of May 17, 2023; 4) if a Change of Control (as defined in the Convertible Debenture Certificate) occurs prior to the Maturity Date, unless the holder elects in writing to convert the Convertible Debentures into shares of common stock, the Company will repay in cash upon the closing of such Change of Control all outstanding principal and accrued interest under each Convertible Debenture plus a Change of Control premium equal to an additional 3% of the outstanding principal sum under such Convertible Debenture. Prior to the closing of an Change of Control, in lieu of repayment as set forth in the preceding sentence, the holder has the right to elect in writing to convert, effective immediately prior to the effective date of such Change of Control, all outstanding principal and accrued Interest under the Convertible Debentures into shares of common stock at the Conversion Price; 5) Subject to a holder’s option of electing conversion prior to the Redemption Date (as such term is defined below), on or after the date that is 24 months from the Closing Date if the daily volume weighted average trading price of the shares of common stock is $1.50 per share of common stock or more for each trading day over a 30 consecutive trading day period, the Company may, at any time (the “Redemption Date”), at its option, redeem all, or any portion of the Convertible Debentures for either: (i) a cash payment (in the form of a certified cheque or bank draft) that is equal to all outstanding principal and accrued interest under each Convertible Debenture up to the Redemption Date; or (ii) by issuing and delivering shares of common stock to the holders of Convertible Debentures at a deemed price of $0.50 per share of common stock that is equal to all outstanding principal and accrued interest under each Convertible Debenture up to the Redemption Date, or any combination of (i) or (ii), upon not less than 30 days and not more than 60 days prior written notice in the manner provided in the Debenture Certificate, to the holder of Convertible Debentures. At September 30, 2023 and December 31, 2022, the balance due on the 10% Senior Secured Convertible Debenture was $1,130,000 and total accrued interest was $28,878 and $58,494, respectively. The bond payable discount and unamortized debt issuance costs as of September 30, 2023 and December 31, 2022 are presented below (in thousands): September 30, 2023 December 31, 2022 10% Senior Unsecured Convertible Debentures $ 1,130 $ 1,130 Unamortized debt issuance costs (18 ) (40 ) Debt Discount (64 ) (140 ) Senior Secured Convertible Debenture $ 1,048 $ 950 As of September 30, 2023, the balance of the Senior Secured Convertible Debenture is included in “Short-term convertible debt” within the unaudited condensed consolidated balance sheet. As of December 31, 2022, the balance of the Senior Secured Convertible Debenture is included in “Long-term convertible debt” within the condensed consolidated balance sheet. |
LONG TERM DEBT
LONG TERM DEBT | 9 Months Ended |
Sep. 30, 2023 | |
LONG TERM DEBT | |
LONG-TERM DEBT | 10. LONG-TERM DEBT Long-term Debt – Related Parties On July 14, 2018, the Company entered into an exchange agreement with Dr. Faupel, whereby Dr. Faupel agreed to exchange outstanding amounts due to him for loans, interest, bonus, salary and vacation pay in the amount of $660,895 for a $207,111 promissory note dated September 4, 2018. On July 20, 2018, the Company entered into an exchange agreement with Dr. Cartwright, whereby Dr. Cartwright agreed to exchange outstanding amounts due to him for loans, interest, bonus, salary and vacation pay in the amount of $1,621,499 for a $319,000 promissory note dated September 4, 2018 that incurs interest at a rate of 6% per annum. On July 24, 2019, Dr. Faupel and Mr. Cartwright agreed to an addendum to the debt restructuring exchange agreement. Pursuant to this modification Dr. Faupel and Mr. Cartwright agreed to extend the note to be due in full on the third anniversary of that agreement. On February 19, 2021, the Company entered into new promissory notes replacing the original notes from September 4, 2018, with Mark Faupel and Gene Cartwright. For Dr. Cartwright the principal amount on the new note was $267,085, matures on February 18, 2023, and will accrue interest at a rate of 6.0%. For Dr. Faupel the principal amount on the new note was $153,178, matures on February 18, 2023, and will accrue interest at a rate of 6.0%. The modifications extended the maturity date on both of the notes. Additionally, the Company exchanged $100,000 and $85,000 of the balance owed to Dr. Cartwright and Dr. Faupel for 100 and 85 shares of Series F-2 Preferred Stock, respectively. On February 18, 2023, the Company amended the terms of the promissory notes held by Mark Faupel and Gene Cartwright. Under the terms of the new agreements, the promissory notes will mature on February 18, 2025. The table below summarizes the outstanding balance of long-term debt owed to Dr. Faupel and Dr. Cartwright: For Dr. Faupel: Salary $ 134 Bonus 20 Vacation 95 Interest on compensation 67 Loans to Company 196 Interest on loans 149 Total outstanding prior to exchange 661 Amount forgiven in prior years (454 ) Amount exchanged for Series F-2 Preferred Stock (85 ) Total interest accrued through December 31, 2022 48 Balance outstanding at December 31, 2022 $ 170 Interest accrued through September 30, 2023 7 Balance outstanding at September 30, 2023 $ 177 For Dr. Cartwright Salary $ 337 Bonus 675 Loans to Company 528 Interest on loans 81 Total outstanding prior to exchange 1,621 Amount forgiven in prior years (1,302 ) Amount exchanged for Series F-2 Preferred Stock (100 ) Total interest accrued through December 31, 2022 78 Balance outstanding at December 31, 2022 $ 297 Payments on outstanding debt (25 ) Interest accrued through September 30, 2023 12 Balance outstanding at September 30, 2023 $ 284 On March 22, 2021, the Company entered into an exchange agreement with Richard Fowler. As of December 31, 2020, the Company owed Mr. Fowler $546,214 ($412,624 in deferred salary and $133,590 in accrued interest). The Company exchanged $50,000 of the amount owed of $546,214 for 50 shares of Series F-2 Preferred Stock (convertible into 200,000 shares of common stock), and a $150,000 unsecured note. The note accrues interest at the rate of 6% (18% in the event of default) beginning on March 22, 2022 and is payable in monthly installments of $3,580 for four years, with the first payment due on March 15, 2022. The effective interest rate of the note is 6.18%. During the nine months ended September 30, 2023, Mr. Fowler forgave $52,354 of the outstanding balance of deferred compensation and, as of September 30, 2023, may forgive up to $146,255 of the remaining deferred compensation if the Company complies with the repayment plan described above. The reductions in the outstanding balance met the criteria for troubled debt. The basic criteria are that the borrower is troubled, i.e., they are having financial difficulties, and a concession is granted by the creditor. As of September 30, 2023, the outstanding principal amount owed on the note was $92,399, of which $38,512 is included in “Current portion of long-term debt, related parties” and the remainder is included in “Long-term debt, related parties” within the unaudited condensed consolidated balance sheets. As of December 31, 2022, the outstanding principal amount owed on the note was $119,814, of which $36,830 is included in “Current portion of long-term debt, related parties” and the remainder is included in “Long-term debt, related parties” within the condensed consolidated balance sheets. Future debt obligations at September 30, 2023 for debt owed to related parties is as follows: Year Amount (thousands) 2023 (remaining) 9 2024 39 2025 502 2026 3 Total $ 553 6% Unsecured Promissory Note On July 9, 2020, we entered into an exchange agreement with Mr. Bill Wells, a former employee. In lieu of agreeing to dismiss approximately half of what was owed to him, or $220,000, Mr. Wells received the following: (i) cash payment totaling $20,000; (ii) an unsecured promissory note in the amount of $90,000, to be executed within 30 days of completing new financing(s) totaling at least $3.0 million and (iii) 66,000 common stock options that vest at a rate of 3,667 per month and have a $0.49 exercise price (if two consecutive payments in (ii) are not made the stock options will be canceled and a cash payment will be required). Pursuant to the agreement, Mr. Wells agreed that the total amount forgiven of $110,000 shall be prorated according to the amount paid to him. During the year ended December 31, 2021, the Company closed a financing round that exceeded the $3.0 million threshold and issued an unsecured promissory note in the amount of $97,052 to Mr. Wells. The note, for which monthly installment payments of $5,000 are due, matures 18 months after the issuance date and incurs interest at a rate of 6.0% per annum. During the nine months ended September 30, 2023 and 2022, the Company made principal payments of $17,052 and $50,000 to Mr. Wells, respectively. As a result of these payments, Mr. Wells forgave equivalent amounts of the remaining amount of compensation. The reductions in the outstanding balance met the criteria for troubled debt. The basic criteria are that the borrower is troubled, i.e., they are having financial difficulties, and a concession is granted by the creditor. As of September 30, 2023 and December 31, 2022, the outstanding principal balance on the note was nil and $17,052, respectively. As of December 31, 2022, the balance is included in “Current portion of long-term debt” within the condensed consolidated balance sheet. As of September 30, 2023 and December 31, 2022, accrued interest on the note was nil and $5,139, respectively. |
INCOME (LOSS) PER SHARE OF COMM
INCOME (LOSS) PER SHARE OF COMMON STOCK | 9 Months Ended |
Sep. 30, 2023 | |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | |
INCOME (LOSS) PER SHARE OF COMMON STOCK | 11. INCOME (LOSS) PER SHARE OF COMMON STOCK Basic net income (loss) per share attributable to common stockholders, amounts are computed by dividing the net income (loss) plus preferred stock dividends and deemed dividends on preferred stock by the weighted average number of shares outstanding during the year. Diluted net income (loss) per share attributable to common stockholders amounts are computed by dividing the net income (loss) plus preferred stock dividends, deemed dividends on preferred stock, after-tax interest on convertible debt and convertible dividends by the weighted average number of shares outstanding during the year, plus (1) Series C, Series C1, Series C2, Series D, Series E, Series F and Series F-2 convertible preferred stock, convertible debt, (2) stock options and (3) warrants convertible into shares of common stock. The following table sets forth pertinent data relating to the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except for per-share data): September 30, 2023 2022 Net loss $ (3,290 ) $ (3,115 ) Basic weighted average number of shares outstanding 50,588 27,335 Net loss per share (basic) (0.07 ) (0.11 ) Diluted weighted average number of shares outstanding 50,588 27,335 Net loss per share (diluted) (0.07 ) (0.11 ) Dilutive equity instruments (number of equivalent units): Stock options - 982 Preferred stock - 6,932 Convertible debt - 1,092 Warrants - 14,086 Total Dilutive instruments - 23,092 During a period of net loss, basic and diluted earnings per share are the same as the assumed exercise of warrants and the conversion of convertible debt are anti-dilutive. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS On October 16, 2023, the Company issued 54,619 common shares for Series D Preferred dividends. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant areas where estimates are used include the allowance for doubtful accounts, inventory valuation and input variables for Black-Scholes and binomial option pricing models. The Company uses the binomial option pricing model for the calculation of the fair value of freestanding warrants with market conditions. |
Accounting Standard Updates | A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any, that the implementation of such proposed standards would have on the Company’s consolidated financial statements. |
Cash Equivalents | The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be a cash equivalent. |
Accounts Receivable | The Company performs periodic credit evaluations of its customers’ financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. Uncollectibility is determined based on the determination that a customer will not be able to make payment and the time frame has exceeded one year. The Company does not accrue interest receivables on past due accounts receivable. |
Concentrations of Credit Risk | The Company maintains a cash balance in a financial institution that is insured by the Federal Deposit Insurance Corporation up to certain federal limitations. At times, the Company’s cash balance exceeds these federal limitations. The amount in excess of insured limitations was approximately $482,776 and $2,064,772 as of September 30, 2023 and December 31, 2022, respectively. |
Inventory Valuation | All inventories are stated at the lower of cost or net realizable value, with cost determined substantially on a “first-in, first-out” basis. Selling, general, and administrative expenses are not inventoried, but are charged to expense when incurred. Inventories consisted of the following as of September 30, 2023 and December 31, 2022: (in thousands) September 30, December 31, 2023 2022 Raw materials $ 1,364 $ 1,260 Work-in-progress 58 68 Finished goods 44 38 Inventory reserve (818 ) (818 ) Total inventory $ 648 $ 548 The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. |
Property and Equipment | Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of three to seven years. Depreciation and amortization expense are included in general and administrative expense on the statement of operations. Expenditures for repairs and maintenance are expensed as incurred. Property and equipment consisted of the following as of September 30, 2023 and December 31, 2022: (in thousands) September 30, December 31, 2023 2022 Equipment $ 1,083 $ 1,083 Software 656 656 Furniture and fixtures 41 41 Leasehold improvements 12 12 Subtotal 1,792 1,792 Less accumulated depreciation (1,757 ) (1,750 ) Property, equipment and leasehold improvements, net $ 35 $ 42 Depreciation expense related to property and equipment for the three and nine months ended September 30, 2023 was $2,316 and $6,947, respectively. Depreciation expense for the three and nine months ended September 30, 2022 was not material. |
Debt Issuance Costs | Debt issuance costs are capitalized and amortized over the term of the associated debt. Debt issuance costs are presented in the balance sheet as a direct deduction from the carrying amount of the debt liability consistent with the debt discount. |
Patent Costs (Principally Legal Fees) | Costs incurred in filing, prosecuting, and maintaining patents are recurring, and expensed as incurred. Maintaining patents are expensed as incurred as the Company has not yet received U.S. FDA approval and recovery of these costs is uncertain. Such costs were not material for the three and nine months ended September 30, 2023 and 2022. |
Leases | A lease provides the lessee the right to control the use of an identified asset for a period of time in exchange for consideration. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Where an operating lease contains extension options that the Company is reasonably certain to exercise, the extension period is included in the calculation of the right-of-use assets and lease liabilities. The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes its secured borrowing rate. Right-of-use assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both right-of-use assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions or covenants. See Note 7 – “ Commitments and Contingencies.” |
Accrued Liabilities | Accrued liabilities as of September 30, 2023 and December 31, 2022 are summarized as follows: (in thousands) September 30, 2023 December 31, 2022 Compensation $ 374 $ 444 Professional fees 141 285 Stock subscription payable - 36 Interest 70 189 Vacation 27 41 Preferred dividends 188 231 Other accrued expenses 7 21 Total $ 807 $ 1,247 |
Stock Subscription Payable | Cash received from investors for shares of common stock that have not yet been issued is recorded as a liability, which is presented within Accrued Liabilities on the condensed consolidated balance sheet. |
Revenue Recognition | ASC 606, Revenue from Contracts with Customers, establishes a single and comprehensive framework which sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. The application of the core principle in ASC 606 is carried out in five steps: · Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled. · Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract. · Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties. · Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted. · Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date. The Company did not recognize material revenues during the nine-month periods ended September 30, 2023 or 2022. The Company’s revenues do not require significant estimates or judgments. The Company is not party to contracts that include multiple performance obligations or material variable consideration. Contract Balances The Company defers payments received as revenue until earned based on the related contracts and applying ASC 606 as required. As of September 30, 2023 and December 31, 2022, deferred revenue was approximately $450,516 and $509,101, respectively. |
Significant Customers | As of September 30, 2023, accounts receivable outstanding was approximately $8,942, the outstanding amount was netted against a $1,500 allowance, leaving a balance of $7,442 which was from two customers. As of December 31, 2022, accounts receivable outstanding was $54,484; the outstanding amount was netted against a $48,172 allowance, leaving a balance of $6,312, which was from one customer. |
Research and Development | Research and development expenses consist of expenditures for research conducted by the Company and payments made under contracts with consultants or other outside parties and costs associated with internal and contracted clinical trials. All research and development costs are expensed as incurred. |
Income Taxes | The provision for income taxes is determined in accordance with ASC 740, “ Income Taxes At September 30, 2023, the Company had approximately $65.6 million of net operating losses carryforward available. This net operating loss will be eligible to be carried forward for tax purposes at federal and applicable states level. A full valuation allowance has been recorded for the deferred tax assets generated from the net operating losses. The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations. |
Warrants | The Company has issued warrants, which allow the warrant holder to purchase one share of stock at a specified price for a specified period of time. The Company records equity instruments including warrants based on the fair value at the date of issue. The fair value of warrants classified as equity instruments at the date of issuance is estimated using the Black-Scholes or binomial option pricing models. |
Stock Based Compensation | The Company accounts for its stock-based awards in accordance with ASC Subtopic 718, “ Compensation – Stock Compensation The Black-Scholes option pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. During the nine months ended September 30, 2023, the Company recognized $221,143 of expense related to stock options, $92,699 of expense for stock issued to consultants and executives and $1,546,089 of expense for warrants issued to consultants and executives. As of September 30, 2023 and December 31, 2022, accrued expense for the shares of common stock due but unissued to Richard Blumberg, a related party, totaled $83,366 and $166,667, respectively. See Note 7 to our financial statements for additional information. |
Derivatives | The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Inventory valuation | (in thousands) September 30, December 31, 2023 2022 Raw materials $ 1,364 $ 1,260 Work-in-progress 58 68 Finished goods 44 38 Inventory reserve (818 ) (818 ) Total inventory $ 648 $ 548 |
Property and equipment | (in thousands) September 30, December 31, 2023 2022 Equipment $ 1,083 $ 1,083 Software 656 656 Furniture and fixtures 41 41 Leasehold improvements 12 12 Subtotal 1,792 1,792 Less accumulated depreciation (1,757 ) (1,750 ) Property, equipment and leasehold improvements, net $ 35 $ 42 |
Accrued liabilities | (in thousands) September 30, 2023 December 31, 2022 Compensation $ 374 $ 444 Professional fees 141 285 Stock subscription payable - 36 Interest 70 189 Vacation 27 41 Preferred dividends 188 231 Other accrued expenses 7 21 Total $ 807 $ 1,247 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Schedule of fair value for liabilities measured on a recurring basis | Fair Value at December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Derivative liability/bifurcated conversion option in connection with Auctus $326,016 loan on December 17, 2019 - - (5 ) (5 ) Total long-term liabilities at fair value $ - $ - $ (5 ) $ (5 ) |
Summary of changes to Level 3 instruments | (in thousands) Derivative Balance at December 31, 2022 $ (5 ) Change in fair value during the period 5 Balance at September 30, 2023 $ - |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDERS' DEFICIT: | |
Common stock issued | Number of Shares Common stock warrants exercised 1,119,294 Issuance of common stock for payment of Series D preferred dividends 96,728 Issuance of common stock for payment of Series E preferred dividends 378,294 Issuance of common stock for payment of Series F preferred dividends 233,308 Issuance of common stock for payment of Series F-2 preferred dividends 120,284 Issuance of common stock for payment of interest 417,879 Issuance of common stock to consultants 800,000 Conversion of Series E preferred stock to common stock 20,000 Conversion of Series F preferred stock to common stock 200,000 Conversion of Series F-2 preferred stock to common stock 60,000 Total common stock issued during the nine months ended September 30, 2023 3,445,787 Summary table of common stock share transactions: Shares outstanding at December 31, 2022 48,595,715 Common shares issued during the nine months ended September 30, 2023 3,445,787 Common shares outstanding at September 30, 2023 52,041,502 |
Company's outstanding warrants to purchase common stock | Warrants (Underlying Shares) Weighted-Average Exercise Price Per Share Outstanding, December 31, 2022 35,586,980 $ 0.46 Warrants issued 6,773,750 $ 0.26 Warrants exchanged (1,025,000 ) $ 0.25 Warrants expired (9,545,200 ) $ 0.30 Warrants exercised (973,750 ) $ 0.20 Outstanding, September 30, 2023 30,816,780 $ 0.49 |
Schedule of fair value warrants issued under Black-Scholes Option Pricing model | Expected term (years) 3.8 Volatility 266.4 % Risk-free interest rate 3.8 % Dividend yield 0.0 % |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
STOCK OPTIONS | |
Stock option activity | Expected term (years) 2.0 Volatility 182.8 % Risk-free interest rate 4.0 % Dividend yield 0.0 % |
Stock options vested, unvested and granted | Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value of In-the-Money Options (in thousands) Options outstanding as of December 31, 2022 1,500,000 $ 0.49 7.5 years $ - Options granted 1,025,000 $ 0.26 Options forfeited (186,364 ) $ 0.31 Options outstanding as of September 30, 2023 2,338,636 $ 0.41 6.8 years $ - Options exercisable as of September 30, 2023 1,811,364 $ 0.45 6.0 years $ - Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value of In-the-Money Options (in thousands) Options outstanding as of September 30, 2022 1,500,000 $ 0.49 7.8 Years $ - Options exercisable as of September 30, 2022 1,227,136 $ 0.49 7.8 Years $ - |
Schedule of stock option awards on a straight-line basis | Expected term (years) 10.0 Volatility 366.4 % Risk-free interest rate 3.8 % Dividend yield 0.00 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Operating lease right-of-use assets and lease liabilities | (in thousands) September 30, December 31 2023 2022 Operating lease right-of-use assets $ 247 $ 303 Operating lease liabilities $ 267 $ 325 |
Maturities of operating lease liabilities | (in thousands) Operating Lease Payments 2023 (remaining) 28 2024 115 2025 118 2026 50 Total future lease payments 311 Less: discount (44 ) Total lease liabilities $ 267 |
Weighted-average remaining lease term and discount rate | (in thousands) September 30, 2023 December 31, 2022 Weighted average remaining lease term (years) 2.7 3.4 Weighted average discount rate 11.4 % 11.4 % |
Fair value of the warrants using the Black-Scholes option pricing model | Expected term (years) 3.0 Volatility 108.7 % Risk-free interest rate 4.3 % Dividend yield 0.0 % Expected term (years) 1.3 Volatility 164.6 % Risk-free interest rate 4.1 % Dividend yield 0.0 % |
Tranche One [Member] | |
Fair value of the warrants using the Black-Scholes option pricing model | Expected term (years) 2.0 Volatility 173.0 % Risk-free interest rate 3.4 % Dividend yield 0.0 % |
Tranche Two [Member] | |
Fair value of the warrants using the Black-Scholes option pricing model | Expected term (years) 1.0 Volatility 144.4 % Risk-free interest rate 3.6 % Dividend yield 0.0 % |
Tranche Three [Member] | |
Fair value of the warrants using the Black-Scholes option pricing model | Expected term (years) 2.0 Volatility 172.1 % Risk-free interest rate 3.6 % Dividend yield 0.0 % |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NOTES PAYABLE | |
Short-term notes payable, including related parties | Short-term notes payable, including related parties September 30, 2023 December 31, 2022 Dr. Cartwright $ - $ 1 Premium Finance (insurance) 94 57 Short-term notes payable $ 94 $ 58 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
AUCTUS CONVERTIBLE DEBT | |
Scheduled of unamortized debt issuance costs | September 30, 2023 December 31, 2022 10% Senior Unsecured Convertible Debentures $ 1,130 $ 1,130 Unamortized debt issuance costs (18 ) (40 ) Debt Discount (64 ) (140 ) Senior Secured Convertible Debenture $ 1,048 $ 950 |
LONG TERM DEBT (Tables)
LONG TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
LONG TERM DEBT | |
Long-term debt, related parties | For Dr. Faupel: Salary $ 134 Bonus 20 Vacation 95 Interest on compensation 67 Loans to Company 196 Interest on loans 149 Total outstanding prior to exchange 661 Amount forgiven in prior years (454 ) Amount exchanged for Series F-2 Preferred Stock (85 ) Total interest accrued through December 31, 2022 48 Balance outstanding at December 31, 2022 $ 170 Interest accrued through September 30, 2023 7 Balance outstanding at September 30, 2023 $ 177 For Dr. Cartwright Salary $ 337 Bonus 675 Loans to Company 528 Interest on loans 81 Total outstanding prior to exchange 1,621 Amount forgiven in prior years (1,302 ) Amount exchanged for Series F-2 Preferred Stock (100 ) Total interest accrued through December 31, 2022 78 Balance outstanding at December 31, 2022 $ 297 Payments on outstanding debt (25 ) Interest accrued through September 30, 2023 12 Balance outstanding at September 30, 2023 $ 284 |
Long-term debt, related parties debt obligations | Year Amount (thousands) 2023 (remaining) 9 2024 39 2025 502 2026 3 Total $ 553 |
INCOME (LOSS) PER SHARE OF CO_2
INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | |
Earnings per share | September 30, 2023 2022 Net loss $ (3,290 ) $ (3,115 ) Basic weighted average number of shares outstanding 50,588 27,335 Net loss per share (basic) (0.07 ) (0.11 ) Diluted weighted average number of shares outstanding 50,588 27,335 Net loss per share (diluted) (0.07 ) (0.11 ) Dilutive equity instruments (number of equivalent units): Stock options - 982 Preferred stock - 6,932 Convertible debt - 1,092 Warrants - 14,086 Total Dilutive instruments - 23,092 |
ORGANIZATION BACKGROUND AND B_2
ORGANIZATION BACKGROUND AND BASIS OF PRESENTATION (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
ORGANIZATION BACKGROUND AND BASIS OF PRESENTATION | ||
Accumulated deficit | $ (150,600) | |
Total stockholders' deficits | (3,700) | |
Working capital | (3,300) | |
Net loss including preferred dividend | (3,300) | |
Proceeds from sale of common stock and warrants (net of expenses) | $ 3,200 | |
Proceeds from warrant exercises | $ 195 | $ 532 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
SIGNIFICANT ACCOUNTING POLICIES | ||
Raw materials | $ 1,364 | $ 1,260 |
Work in process | 58 | 68 |
Finished goods | 44 | 38 |
Inventory reserve | (818) | (818) |
Total | $ 648 | $ 548 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Less accumulated depreciation and amortization | $ (1,757) | $ (1,750) |
Property and equipment, net | 35 | 42 |
Property and equipment, gross | 1,792 | 1,792 |
Furniture and Fixtures | ||
Property and equipment, gross | 41 | 41 |
Equipment | ||
Property and equipment, gross | 1,083 | 1,083 |
Software | ||
Property and equipment, gross | 656 | 656 |
Leasehold Improvement | ||
Property and equipment, gross | $ 12 | $ 12 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
SIGNIFICANT ACCOUNTING POLICIES | ||
Compensation | $ 374 | $ 444 |
Professional fees | 141 | 285 |
Stock Subscription Payable | 0 | 36 |
Interest | 70 | 189 |
Vacation | 27 | 41 |
Preferred dividends | 188 | 231 |
Other accrued expenses | 7 | 21 |
Total | $ 807 | $ 1,247 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounts receivable outstanding | $ 8,942 | $ 8,942 | $ 54,484 |
Depreciation expense | 2,316,000 | 6,947,000 | |
Accrued expense | 83,366 | 166,667 | |
Accounts receivable, net of allowance | 1,500 | 1,500 | 48,172 |
Deferred revenue | 450,516 | 450,516 | 509,101 |
Remaining balance | 7,442 | 7,442 | 6,312 |
Net operating loss carry forward | 65,600,000 | $ 65,600,000 | |
Percentage amount of tax benefit | 50% | ||
Excess of insured limitations | $ 482,776 | $ 482,776 | $ 2,064,772 |
Recognized expense related to stock options | 221,143 | ||
Warrants Issued To Consultants and Executives | |||
Recognized expense related to stock options | 1,546,089 | ||
Stock Issued To Consultants | |||
Recognized expense related to stock options | $ 92,699 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Derivative liability | $ (5) |
Level 1 | |
Derivative liability | 0 |
Level 2 | |
Derivative liability | 0 |
Level 3 | |
Derivative liability | (5) |
Auctus Loan | |
Derivative liability | (5) |
Auctus Loan | Level 1 | |
Derivative liability | 0 |
Auctus Loan | Level 2 | |
Derivative liability | 0 |
Auctus Loan | Level 3 | |
Derivative liability | $ (5) |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Beginning Balance | $ (5) |
Level 3 | |
Beginning Balance | (5) |
Derivative | Level 3 | |
Beginning Balance | (5) |
Change in fair value during the year | 5 |
Ending Balance | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Narrative) | Dec. 17, 2019 USD ($) |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Derivative liability/bifurcated conversion option auctus loan amount | $ 326,016 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
Issuances of common stock | 3,445,787 |
Share outstanding, end | 52,041,502 |
Share outstanding, begin | 48,595,715 |
Common stock warrants exercised [Member] | |
Issuances of common stock | 1,119,294 |
Issuance of common stock for payment of Series D preferred dividends [Member] | |
Issuances of common stock | 96,728 |
Issuance of common stock for payment of Series E preferred dividends [Member] | |
Issuances of common stock | 378,294 |
Issuance of common stock for payment of Series F preferred dividends [Member] | |
Issuances of common stock | 233,308 |
Issuance of common stock for payment of Series F-2 preferred dividends [Member] | |
Issuances of common stock | 120,284 |
Issuance of common stock for payment of interest [Member] | |
Issuances of common stock | 417,879 |
Issuance of common stock to consultants [Member] | |
Issuances of common stock | 800,000 |
Conversion of Series E preferred stock to common stock [Member] | |
Conversion of common stock | 20,000 |
Conversion of Series F preferred stock to common stock [Member] | |
Conversion of common stock | 200,000 |
Conversion of Series F-2 preferred stock to common stock [Member] | |
Conversion of common stock | 60,000 |
Stock Issued [Member] | |
Issuances of common stock | 3,445,787 |
STOCKHOLDERS DEFICIT (Details 1
STOCKHOLDERS DEFICIT (Details 1) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
STOCKHOLDERS' DEFICIT: | |
Warrants outstanding, beginning | shares | 35,586,980 |
Warrants issued | shares | 6,773,750 |
Warrants exchanged | $ | $ (1,025,000) |
Warrants cancelled/expired | shares | (9,545,200) |
Warrants exercised | shares | (973,750) |
Warrants outstanding, end | shares | 30,816,780 |
Weighted Average Exercise Price Per Share, beginning | $ 0.46 |
Weighted Average Exercise Price Per Share, Warrants issued | 0.26 |
Weighted Average Exercise Price Per Share, Warrants cancelled/expired | 0.30 |
Weighted Average Exercise Price Per Share, Warrants exchanged | 0.25 |
Weighted Average Exercise Price Per Share, Warrants exercised | 0.20 |
Weighted Average Exercise Price Per Share, ending | $ 0.49 |
STOCKHOLDERS DEFICIT (Details 2
STOCKHOLDERS DEFICIT (Details 2) | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDERS' DEFICIT: | |
Expected term | 3 years 9 months 18 days |
Volatility | 266.40% |
Risk-free interest rate | 3.80% |
Dividend yield | 0% |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 9 Months Ended | ||
May 14, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Shares of common stock issued | 48,595,715 | ||
Issuances of common stock | 3,445,787 | ||
Common stock shares outstanding | 52,041,502 | 48,595,715 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Shares outstanding | 52,041,502 | 48,595,715 | |
Food and Drug Administration [Member] | |||
Warrant vested shsres | 2,500,000 | ||
Chinese National Medical Products Administration [Member] | |||
Strike price of warrants | $ 0.40 | ||
Warrant vested shsres | 1,500,000 | ||
Exercisable term | 10 years | ||
Warrants [Member] | |||
Common stock warrants | 1,025,000 | ||
Strike price of warrants | $ 0.20 | ||
Exchange common stock warrants | 973,750 | ||
Common stock warrants strike price per share | $ 0.25 | ||
Exercise of warrants, value | $ 194,750 | ||
Exercise of warrants, shares | 973,750 | ||
Deemed dividend | $ 65,296 | ||
Warrants [Member] | Mark Faupel [Member] | |||
Issuances of common stock | 4,000,000 | ||
Stock-based compensation expense | $ 679,959 | ||
Strike price of warrants | $ 0.25 | ||
Warrants Exchanges - 2021 | Richard Blumberg [Member] | |||
Number of warrant issued | 1,800,000 | ||
Warrants One [Member] | |||
Strike price of warrants | $ 0.25 | ||
Series C1 Convertible Preferred Shares | |||
Preferred stock shares converts into common stock | 2,000 | ||
Conversion price per share | $ 0.50 | ||
Preferred stock shares designated | 20,250 | ||
Total convertible of common stock shares | 2,098,500 | ||
Preferred stock shares issued | 1,049,000 | 1,049,000 | |
Preferred stock shares outstanding | 1,049,000 | 1,049,000 | |
Preferred stock shares surrendered | 3,262 | ||
Series C2 Convertible Preferred Shares | |||
Conversion price per share | $ 0.50 | ||
Dividing the stated value | 1,000 | ||
Preferred stock shares issued | 3,262,000 | ||
Preferred stock shares outstanding | 2,700,000 | ||
Preferred stock shares surrendered | 3,262 | ||
Number of shares converted to common stock | $ 2,000 | ||
Total convertible common stock | 5,400,000 | ||
Series F-2 Convertible Preferred Shares | |||
Preferred stock shares converts into common stock | 4,000 | ||
Conversion price per share | $ 0.25 | ||
Preferred stock shares designated | 3,500 | ||
Outstanding shares exchanged to Preferred stock | 2,559 | ||
Company issued common stock | 60,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Percentage of dividend | 6% | ||
Increased beneficial ownership percentage | 9.99% | ||
Common Stock primary trading shares exceed | 1,000 | ||
Exceeds percentage | 200% | ||
Preferred stock shares outstanding | 520 | 535 | |
Conversion beneficial ownership limitation | 4.99% | ||
Maturity period | 5 years | ||
Series F-2 Preferred Stock dividends shares | 120,284 | ||
Preferred stock shares received | 678,000 | ||
Stated value of preference share | $ 1,000 | ||
Outstanding debt | $ 2,559,000 | ||
Preferred stock shares issued | 500 | 500 | |
Preferred stock shares outstanding | 500 | 500 | |
Accrued dividends | $ 15,779 | $ 24,267 | |
Preferred stock shares authorized | 5,000 | 5,000 | |
Series C Convertible Preferred Shares | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock shares issued | 300 | 300 | |
Preferred stock shares outstanding | 300 | 300 | |
Preferred stock shares authorized | 9,000 | 9,000 | |
Series D Preferred Shares | |||
Preferred stock shares converts into common stock | 96,728 | ||
Conversion price per share | $ 0.25 | ||
Preferred stock shares designated | 6,000 | ||
Preferred stock, par value | $ 0.001 | ||
Increased beneficial ownership percentage | 9.99% | ||
Common Stock primary trading shares exceed | 1,000 | ||
Exceeds percentage | 200% | ||
Conversion beneficial ownership limitation | 4.99% | ||
Maturity period | 5 years | ||
Stated value of preference share | $ 750 | ||
Preferred stock shares issued | 763,000 | ||
Common stock, issued public shares | 1,526,000 | ||
Preferred stock converted share | 3,000 | ||
Shares outstanding | 438 | ||
Warrant exercise price per share | $ 0.25 | ||
Common stock warrants exercise price one | $ 0.75 | ||
Accrued dividends | $ 8,360 | $ 8,213 | |
Shares issued common stock amount | $ 763,000 | ||
Series F Preferred Shares | |||
Preferred stock shares converts into common stock | 4,000 | ||
Conversion price per share | $ 0.25 | ||
Preferred stock shares designated | 1,500 | ||
Common Stock primary trading shares exceed | 1,000 | ||
Exceeds percentage | 200% | ||
Conversion beneficial ownership limitation | 4.99% | ||
Maturity period | 5 years | ||
Stated value of preference share | $ 1,000 | ||
Preferred stock shares issued | 1,006,000 | 1,056 | |
Preferred stock shares issued one | 1,436,000 | ||
Increased election holder | 9.99% | ||
Number of shares converted into common stock | 200,000 | ||
Shares issued common stock amount | $ 1,436,000 | ||
Shares converted into common stock | 50 | ||
Cumulative dividend rate | 6% | ||
Issuance of common stock for payment pf annual series | 233,308 | ||
Accrued dividends | $ 31,108 | $ 48,400 | |
Series E Convertible Preferred Stock [Member] | |||
Conversion price per share | $ 0.25 | ||
Preferred stock shares designated | 5,000 | ||
Liquidation preference | $ 883 | 888 | |
Preferred stock, par value | $ 0.001 | ||
Common Stock primary trading shares exceed | 1,000 | ||
Exceeds percentage | 200% | ||
Conversion beneficial ownership limitation | 4.99% | ||
Maturity period | 5 years | ||
Accrued dividends | $ 12,612 | $ 30,414 | |
Increased election holder | 9.99% | ||
Preferred stock stated value | $ 1,000 | ||
Common stock shares issued for preferred stock dividends | 378,294 | ||
Issuance of common stock for conversion of Series E Convertible Preferred Stock | 20,000 | ||
Preferred Stock Shares [Member] | |||
Preferred stock, par value | $ 0.001 | ||
Preferred stock shares authorized | 5,000,000 | ||
Series C Convertible Preferred Stock [Member] | |||
Preferred stock shares converts into common stock | 2,000 | ||
Conversion price per share | $ 0.50 | ||
Preferred stock shares designated | 9,000 | ||
Dividing the stated value | 286 | ||
Total convertible of common stock shares | 572,000 | ||
Cumulative dividend annual rate | 12% | ||
Unpaid accrued dividends | $ 120,120 | ||
Make-whole payment for converted share | 200 | ||
Liquidation preference | $ 1,000 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Expected term (years) | 10 years |
Volatility | 366.40% |
Risk-free interest rate | 3.80% |
Dividend yield | 0% |
Black-Scholes option | |
Expected term (years) | 2 years |
Volatility | 182.80% |
Risk-free interest rate | 4% |
Dividend yield | 0% |
STOCK OPTIONS (Details 1)
STOCK OPTIONS (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
STOCK OPTIONS | ||
Outstanding at beginning of year | 1,500,000 | |
Options granted | 1,025,000 | |
Options forfeited | (186,364) | |
Outstanding at ending of year | 2,338,636 | 1,500,000 |
Number of shares exercisable | 1,811,364 | 1,227,136 |
Options outstanding weighted average exercise price, beginning | $ 0.49 | |
Options granted weighted average exercise price | 0.26 | $ 0 |
Options forfeited weighted average exercise price | 0.31 | |
Options outstanding weighted average exercise price, Ending | 0.41 | 0.49 |
Weighted average exercise price per share exercisable | $ 0.45 | $ 0.49 |
Weighted average remaining contractual life, Beginning | 7 years 6 months | |
Weighted average remaining contractual life, Ending | 7 years 9 months 18 days | 6 years 9 months 18 days |
Weighted average remaining contractual life exercisable | 6 years | 7 years 9 months 18 days |
Agrregate intrensic value, Beginning | $ 0 | |
Agrregate intrensic value, Ending | 0 | $ 0 |
Agrregate intrensic value exercisable | $ 0 | $ 0 |
STOCK OPTIONS (Details 2)
STOCK OPTIONS (Details 2) | 9 Months Ended |
Sep. 30, 2023 | |
STOCK OPTIONS | |
Expected term (years) | 10 years |
Volatility | 366.40% |
Risk-free interest rate | 3.80% |
Dividend yield | 0% |
STOCK OPTION (Details Narrative
STOCK OPTION (Details Narrative) - USD ($) | 9 Months Ended | ||||
Mar. 07, 2023 | Mar. 03, 2023 | Feb. 10, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Unrecognized stock-based compensation expense | $ 139,088 | ||||
Weighted average period | 2 years 6 months | ||||
Options granted weighted average exercise price | $ 0.26 | $ 0 | |||
Options granted | 1,025,000 | ||||
Stock options granted outstanding common stock shares percentage | 10% | ||||
Vesting period, description | One fourth of the stock options vested immediately, while the remaining options will vest over a period of 33 months, beginning on June 7, 2023 | One fourth of the stock options vested immediately, while the remaining options will vest over a period of 33 months, beginning on May 10, 2023 | |||
Stock-based compensation expense | $ 221,143 | $ 131,735 | |||
Stock option expense | 221,143 | ||||
Executive and directors [Member] | |||||
Exercise price | $ 0.2629 | ||||
Options granted | 925,000 | ||||
Maturity date | Feb. 09, 2033 | ||||
Alan Gurjic [Member] | |||||
Exercise price | $ 0.27 | ||||
Options granted | 100,000 | ||||
Maturity date | Mar. 06, 2033 | ||||
Mr. Cartwright [Member] | |||||
Unvested stock options forfeited | 186,364 | ||||
Stock option expense | $ 59,216 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
COMMITMENTS AND CONTINGENCIES (Note 7) | ||
Operating lease right-of-use assets | $ 247 | $ 303 |
Operating lease liabilities | $ 267 | $ 325 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
COMMITMENTS AND CONTINGENCIES (Note 7) | ||
2023 (remaining) | $ 28 | |
2024 | 115 | |
2025 | 118 | |
2026 | 50 | |
Total future lease payments | 311 | |
Less: discount | (44) | |
Total lease liabilities | $ 267 | $ 325 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details 2) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES (Note 7) | ||
Weighted average remaining lease term (years) | 2 years 8 months 12 days | 3 years 4 months 24 days |
Weighted average discount rate | 11.40% | 11.40% |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details 3) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Expected term (years) | 3 years 9 months 18 days | ||
Volatility | 266.40% | ||
Risk-free interest rate | 3.80% | ||
Dividend yield | 0% | ||
Tranche One [Member] | |||
Expected term (years) | 2 years | ||
Volatility | 3.40% | ||
Risk-free interest rate | 173% | ||
Dividend yield | 0% | ||
Tranche Two [Member] | |||
Expected term (years) | 1 year | ||
Volatility | 3.60% | ||
Risk-free interest rate | 144.40% | ||
Dividend yield | 0% | ||
Tranche Three [Member] | |||
Expected term (years) | 2 years | ||
Volatility | 3.60% | ||
Risk-free interest rate | 172.10% | ||
Dividend yield | 0% | ||
Richard Blumberg [Member] | |||
Expected term (years) | 3 years | 1 year 3 months 18 days | |
Volatility | 108.70% | 164.60% | |
Risk-free interest rate | 4.30% | 4.10% | |
Dividend yield | 0% | 0% |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 10, 2021 | Sep. 06, 2016 | Jun. 05, 2016 | Aug. 24, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Jan. 22, 2020 | Dec. 17, 2019 | Jul. 24, 2019 | |
Consideration received | $ 885,144 | |||||||||||
Royalty percent | 20% | |||||||||||
Warrants broken into four tranches | 1,250,000 | |||||||||||
Recognized expenses for the warrants | $ 0 | |||||||||||
Expenses for the warrants | $ 0 | $ 307,457 | ||||||||||
Strike price | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.40 | ||||||||
Escrow agent rate per share | $ 1.90 | |||||||||||
Unecognized expenses for Warrants issued | $ 0 | |||||||||||
Shares exchange | 750,000 | 750,000 | ||||||||||
Tranche Second and Third [Member] | ||||||||||||
Recognized expenses for the warrants | $ 35,270 | $ 125,613 | $ 15,057 | |||||||||
Unecognized expenses for Warrants issued | 56,708 | |||||||||||
Ironstone Capital Corp [Member] | ||||||||||||
Issued warrants | 600,000 | |||||||||||
Shenghuo Medical, LLC [Member] | ||||||||||||
Payment receive descriptions | Shenghuo also would provide up to $1.0 million in furtherance of the Company’s efforts to secure regulatory approval for LuViva from the U.S. Food and Drug Administration, in exchange for the right to receive payments equal to 2% of the Company’s future sales in the United States, up to an aggregate of $4.0 million | |||||||||||
Promotional Agreement [Member] | ||||||||||||
Consulting expenses | 79,444 | |||||||||||
Royalty Agreement [Member] | ||||||||||||
Royalty consideration | $ 50,000 | |||||||||||
Black Scholes Option[Member] | ||||||||||||
Recognized expenses for the warrants | $ 364,800 | 0 | $ 364,800 | |||||||||
Unecognized expenses for Warrants issued | $ 0 | |||||||||||
Alan Gurjic [Member] | ||||||||||||
Issued additional warrants | 600,000 | |||||||||||
Issued warrants | 600,000 | |||||||||||
Excercise price | $ 0.75 | |||||||||||
Weighted average price | $ 1.50 | |||||||||||
Description of agreement | Company also agreed to pay the Advisory Group $2,000 per month for 12 months | |||||||||||
Advisory Group | Consulting Agreement [Member] | ||||||||||||
Warrants | 5,000,000 | |||||||||||
Ironstone capital corp and Alan Gurjic | Consulting Agreement [Member] | ||||||||||||
Issued warrants | 800,000 | |||||||||||
Excercise price | $ 0.50 | |||||||||||
Weighted average price | $ 1 | |||||||||||
Mr. Blumberg | ||||||||||||
Warrants | 831,250 | 831,250 | ||||||||||
Strike price | $ 0.20 | $ 0.20 | ||||||||||
Shares exchange | 875,000 | 875,000 | ||||||||||
Mr. Blumberg | Consulting Agreement [Member] | ||||||||||||
Terms of amendment to agreement | on September 26, 2021, 900,000 3-year warrants with an exercise price of $0.30 and 400,000 common stock shares | royalty initially equal to $0.10, and from and after October 2, 2016, equal to $0.20, for each disposable | consulting agreement was amended to clarify that $350,000 is not intended to be debt and will not be required to be repaid in cash. The Company confirmed an obligation to provide Mr. Blumberg with 950,000 fully transferrable warrants, which will expire on January 1, 2024 and have an exercise price of $0.25. Issuance of the warrants owed to Mr. Blumberg for his services was predicated on the Company receiving funding receipts of $1,000,000 | |||||||||
Recognized expenses for Warrants issued | $ 149,677 | $ 98,476 | $ 740,517 | 98,476 | ||||||||
Recognized expenses | $ 92,699 | $ 34,000 | ||||||||||
Subscription receivable | $ 350,000 | |||||||||||
Shandong Yaohua Medical Instrument Corporation [Member] | ||||||||||||
Shares exchange | 12,147 | |||||||||||
Third Party [Member] | ||||||||||||
Issued warrants | 150,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Short term notes payable | $ 94 | $ 58 |
Dr. Cartwright | ||
Notes payable in default, including related parties | 0 | 1 |
Premium Finance insurance | ||
Notes payable in default, including related parties | $ 94 | $ 57 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | ||||
Jul. 04, 2023 | Jul. 04, 2022 | Dec. 31, 2019 | Sep. 30, 2023 | Dec. 31, 2022 | |
Short-term notes payable due to related parties | $ 0 | $ 619 | |||
Outstanding principal balance | $ 94,152 | $ 56,569 | |||
Monthly payment | $ 12,041 | $ 11,409 | |||
Line of credit facility, maximum borrowing capacity | $ 129,073 | $ 123,889 | |||
Maturity date | May 04, 2024 | May 04, 2023 | |||
Accrued interest rate | 7.90% | 5% | |||
Dr. Cartwright | |||||
Notes initially issued with interest | 0% | ||||
Percentage of increased interest | 6% | ||||
Promissory notes issued | $ 45,829 | ||||
Financing proceeds received by company | $ 1,000,000 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
AUCTUS CONVERTIBLE DEBT | ||
10% Senior Unsecured Convertible Debentures | $ 1,130 | $ 1,130 |
Debt Issuance costs to be amortized | (18) | (40) |
Debt Discount | (64) | (140) |
Long-term convertible debt | $ 1,048 | $ 950 |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Sep. 02, 2022 | May 17, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 01, 2022 | Dec. 17, 2019 | |
Convertible promissory note | $ 2,400,000 | |||||
Convertible debt conversion price description | variable conversion price was 95% multiplied by the market price (the market price means the average of the five lowest trading prices during the period beginning on the issue date and ending on the maturity date | |||||
Trading price | $ 0.04 | |||||
Variable conversion price | $ 0.15 | |||||
Early prepayment penalty | $ 350,000 | |||||
Default premiums | 281,256 | |||||
Interest payable | 91,555 | |||||
Reduced amount owed to Auctus after the Exchange | $ 710,911 | |||||
Warrants exchanged by Auctus | 8,775,000 | |||||
Long term convertible debt | $ 1,048,000 | $ 950,000 | ||||
Default penalty forgiven by Auctus | $ 225,444 | |||||
Loss on extinguishment of debt | $ 123,038 | |||||
Interest rate | 24% | |||||
10% Senior Unsecured Convertible Debenture | ||||||
Convertible promissory note | $ 1,000 | $ 1,130,000 | ||||
Accrued interest | 28,878 | 58,494 | ||||
Convertible debentures right description | each debenture unit will have a right to 1,000 warrants for shares of common stock, warrants have an exercise price of $0.80 and an expiration date of May 17, 2023 | |||||
Change of Control premium percentage | 3% | |||||
Senior Secured Convertible rate | 10% | |||||
Deemed price | $ 0.50 | |||||
Debt maturity date | May 17, 2024 | |||||
Proceeds from convertible debenture | $ 1,130,000 | |||||
Conversion price | $ 0.50 | |||||
Auctus [Member] | ||||||
Short term convertible note payable | 230,482 | |||||
Long term convertible debt | 95,534 | |||||
Share Issue | 3,900,000 | |||||
Prepayment penalty | $ 350,000 | |||||
Total balance of the convertible debt outstanding | $ 123,038 | $ 326,016 | ||||
Warrant One [Member] | ||||||
Warrant exchange price | $ 0.50 | |||||
Warrant to purchase | 3,900,000 | |||||
Warrant Two [Member] | ||||||
Warrant exchange price | 0.65 | |||||
Warrant to purchase | 3,900,000 | |||||
Minimum | ||||||
Warrant exchange price | 0.15 | |||||
Maximum | ||||||
Warrant exchange price | $ 0.20 |
LONG TERM DEBT (Details)
LONG TERM DEBT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2023 | |
Bonus | $ 444 | $ 374 |
Vacation | 41 | 27 |
Dr. Cartwright | ||
Salary | 337 | |
Bonus | 675 | |
Loans to Company | 528 | |
Interest on loans | 81 | |
Total outstanding prior to exchange | 1,621 | |
Amount forgiven in prior years | (1,302) | |
Amount exchanged for Series F-2 Preferred Stock | (100) | |
Total interest accrued | 78 | 12 |
Payments on outstanding debt | (25) | |
Balance outstanding, end of period | 297 | 284 |
Dr. Faupel | ||
Salary | 134 | |
Bonus | 20 | |
Vacation | 95 | |
Interest on compensation | 67 | |
Loans to Company | 196 | |
Interest on loans | 149 | |
Total outstanding prior to exchange | 661 | |
Amount forgiven in prior years | (454) | |
Amount exchanged for Series F-2 Preferred Stock | (85) | |
Total interest accrued | 48 | 7 |
Balance outstanding, end of period | $ 170 | $ 177 |
LONG TERM DEBT (Details 1)
LONG TERM DEBT (Details 1) - Long-Term Debt - Related Parties - Mr. Fowler $ in Thousands | Sep. 30, 2023 USD ($) |
2023 | $ 9 |
2024 | 39 |
2025 | 502 |
2026 | 3 |
Total | $ 553 |
LONG TERM DEBT (Details Narrati
LONG TERM DEBT (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jul. 09, 2020 | Dec. 31, 2021 | Mar. 22, 2021 | Feb. 19, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 04, 2018 | |
Current portion of long-term debt, related parties | $ 0 | $ 17,000 | |||||||
Outstanding principal balance | 17,052 | ||||||||
Accrued interest | 5,139 | ||||||||
Dr. Cartwright | |||||||||
Total outstanding prior to exchange | 1,621,000 | ||||||||
Promissory note interest rate | 6% | ||||||||
Debt instrument converted amount | $ 100,000 | ||||||||
Series F-2 Preferred Stock issued upon conversion of debt | 100 | ||||||||
Principal amount of promissory note | $ 267,085 | ||||||||
Issuance of promissory note in exchange of related party debt | $ 319,000 | ||||||||
Loans, interest, bonus, salary and vacation paid amount | $ 1,621,499 | ||||||||
Interest rate per annum | 6% | ||||||||
Dr. Faupel | |||||||||
Total outstanding prior to exchange | 661,000 | ||||||||
Due to related party | $ 660,895 | ||||||||
Promissory note interest rate | 6% | ||||||||
Series F-2 Preferred Stock issued upon conversion of debt | 85 | ||||||||
Principal amount of promissory note | $ 153,178 | ||||||||
Issuance of promissory note in exchange of related party debt | $ 207,111 | ||||||||
Mr. Fowler | |||||||||
Total outstanding prior to exchange | 52,354 | ||||||||
Deferred compensation | 146,255 | ||||||||
Long-term debt-related parties | 92,399 | 119,814 | |||||||
Current portion of long-term debt, related parties | 38,512 | $ 36,830 | |||||||
Due to related party | $ 546,214 | ||||||||
Series F-2 Preferred Stock issued upon conversion of debt | 50 | ||||||||
Interest payable | $ 133,590 | ||||||||
Due to related party, amount | $ 546,214 | ||||||||
Promissory note default interest rate | 18% | ||||||||
Promissory note monthly installment | $ 3,580 | ||||||||
Preferred shares converted into common stock | 200,000 | ||||||||
Effective interest rate | 6.18% | ||||||||
Deferred salary | $ 412,624 | ||||||||
Unsecured note issued upon conversion of debt | $ 150,000 | ||||||||
Mr. Bill Wells | 6% Unsecured Promissory Note | |||||||||
Total outstanding prior to exchange | $ 90,000 | $ 97,052 | $ 97,052 | ||||||
Principal payment | $ 17,052 | $ 50,000 | |||||||
Promissory note interest rate | 6% | ||||||||
Description of exchange agreement | In lieu of agreeing to dismiss approximately half of what was owed to him, or $220,000, Mr. Wells received the following: (i) cash payment totaling $20,000; (ii) an unsecured promissory note in the amount of $90,000, to be executed within 30 days of completing new financing(s) totaling at least $3.0 million and (iii) 66,000 common stock options that vest at a rate of 3,667 per month and have a $0.49 exercise price (if two consecutive payments in (ii) are not made the stock options will be canceled and a cash payment will be required). Pursuant to the agreement, Mr. Wells agreed that the total amount forgiven of $110,000 shall be prorated according to the amount paid to him | During the year ended December 31, 2021, the Company closed a financing round that exceeded the $3.0 million threshold | |||||||
Total amount due | $ 220,000 | ||||||||
Monthly payment due | $ 5,000 | $ 5,000 |
INCOME (LOSS) PER SHARE OF CO_3
INCOME (LOSS) PER SHARE OF COMMON STOCK (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Net loss | $ (3,290) | $ (3,115) |
Basic weighted average number of shares outstanding | 50,588 | 27,335 |
Net loss per share (basic) | $ (0.07) | $ (0.11) |
Diluted weighted average number of shares outstanding | 50,588 | 27,335 |
Net loss per share (diluted) | $ (0.07) | $ (0.11) |
Total Dilutive instruments [Member] | ||
Dilutive equity instruments (number of equivalent units): | ||
Dilutive equity instruments (number of equivalent units) | 23,092 | |
Convertible Debt [Member] | ||
Dilutive equity instruments (number of equivalent units): | ||
Dilutive equity instruments (number of equivalent units) | 1,092 | |
Preferred Stock [Member] | ||
Dilutive equity instruments (number of equivalent units): | ||
Dilutive equity instruments (number of equivalent units) | 6,932 | |
Stock Option [Member] | ||
Dilutive equity instruments (number of equivalent units): | ||
Dilutive equity instruments (number of equivalent units) | 982 | |
Warrants [Member] | ||
Dilutive equity instruments (number of equivalent units): | ||
Dilutive equity instruments (number of equivalent units) | 14,086 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 1 Months Ended |
Oct. 16, 2023 shares | |
Subsequent Event [Member] | Series D Preferred Stock [Member] | |
Issued common shares for Preferred dividends | 54,619 |