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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS [Text Block]

9. SUBSEQUENT EVENTS

On January 20, 2022, the Company signed a plan of merger agreement with Evasyst Inc. of San Diego to complete an RTO with Evasyst emerging as the surviving corporation. The merger is expected to complete before April 30, 2022.

On February 15, 2022 the Company completed a private placement offering of Original Issue Discount Senior Convertible Promissory Notes and warrants to purchase shares of the Company’s common stock, pursuant to a securities purchase agreement. For the aggregate purchase price of $1,500,000, the Company issued a Convertible Note having a face value of $1,620,000, and Warrants to purchase a total of 3,573,529 shares of the Company’s common stock. The Company may close a second tranche of the Convertible Notes having a face value of $1,080,000 and Warrants to purchase up to an additional 2,382,353 shares of the Company’s common stock for gross proceeds of $1,000,000. Closing of the second tranche under the Convertible Note Offering is conditional upon completion of the Evasyst Acquisition and certain other conditions precedent.

The February 2022 Convertible Notes mature 24 months after issuance, bear interest at a rate of 4% per annum and are convertible into shares of the Company's common stock at an initial conversion price of $0.34 per share, subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. The Company may prepay the February 2022 Convertible Notes (i) at any time during the first 90 days following closing at the face value of the February 2022 Convertible Notes, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value of the February 2022 Convertible Notes, and (iii) thereafter at 120% of the face value of the February 2022 Convertible Notes. The February 2022 Convertible Notes contain a number of customary events of default. Additionally, the February 2022 Convertible Notes are secured by all of the assets of the Company, including a lien on and security interest in all of the issued and outstanding equity interests of the wholly-owned subsidiaries of the Company, pursuant to a security agreement that was entered into in connection with the issuance of the February 2022 Convertible Notes.

The February 2022 Warrants are exercisable at an initial exercise price of $0.60 per share for a term ending on the 5 year anniversary of the date of issuance. The exercise price of the February 2022 Warrants are subject to adjustment for certain stock splits, stock combinations and dilutive share issuances.

On February 18, 2022, the Company issued 221,402 shares as a brokerage fee for the $1.5M Convertible Promissory Note.

On February 18, 2022, directors and contractors that held outstanding options at December 31, 2021 exercised 500,000 of those options for proceeds of $50,000.

On March 28, 2022, the Company completed a private placement offering of Original Issue Discount Senior Unsecured Convertible Promissory Notes and warrants to purchase shares of the Company’s common stock. For gross proceeds of $886,000, the Company issued Convertible Notes having an aggregate face value of $956,880 and Warrants exercisable for a total of 2,110,765 shares of the Company’s common stock.

The March 2022 Convertible Notes mature 24 months after issuance, bear interest at a rate of 4% per annum and are convertible into shares of the Company's common stock at an initial conversion price of $0.34 per share, subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. The Company may prepay the March 2022 Convertible Notes (i) at any time during the first 90 days following closing at the face value of the March 2022 Convertible Notes, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value of the March 2022 Convertible Notes, and (iii) thereafter at 120% of the face value of the March 2022 Convertible Notes. The March 2022 Convertible Notes contain a number of customary events of default. The March 2022 Convertible Notes are unsecured.

The March 2022 Warrants are exercisable at an initial exercise price of $0.60 per share for a term ending on the 5 year anniversary of the date of issuance. The exercise price of the March 2022 Warrants are subject to adjustment for certain stock splits, stock combinations and dilutive share issuances.