10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission file number: 001-36763

H-CYTE, INC

(Exact name of registrant as specified in its charter)

Nevada	46-3312262
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

2202 N. West Shore Blvd. Ste 200
Tampa, Florida	33607
(Address of principal executive offices)	(Zip Code)

(844) 633-6839

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	HCYT	OTC Capital Markets

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller Reporting Company ☒
	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

As of May 19, 2023, 628,121 shares of the registrant’s common stock were outstanding.

H-CYTE, INC AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
	Special Note Regarding Forward-looking Statements	3
Item 1.	Financial Statements	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Stockholders’ Equity (Deficit)	6
	Consolidated Statements of Cash Flows	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	23
Item 4.	Controls and Procedures	23
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
SIGNATURES		25

2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” as defined under United States federal securities laws. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

● the Company’s ability to market, commercialize, and achieve broader market acceptance for its products;

● the Company’s ability to successfully expand and achieve full productivity from its sales, clinical support, and marketing capabilities;

● the Company’s ability to successfully complete the development of, and obtain regulatory clearance or approval for its products; and

● the estimates regarding the sufficiency of the Company’s cash resources, the ability to obtain additional capital, or the ability to maintain or grow sources of revenue.

In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this Quarterly Report, we caution you that these statements are based on a combination of facts and factors currently known by the Company and its projections of the future, about which it cannot be certain. As a result of these factors, the Company cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company, or any other person, that it will achieve its objectives and plans in any specified time frame, or at all. The Company does not undertake to update any of the forward-looking statements after the date of this Quarterly Report, except to the extent required by applicable securities laws.

3

Item 1. Financial Statements

H-CYTE, INC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	Unaudited March 31, 2023			December 31, 2022
Assets
Current Assets
Cash	$	116,011		$	-
Patient financing receivable, current portion		17,124			29,464
Prepaid expenses		170,162			54,381
Total Current Assets		303,297			83,845
Property and equipment, net		18,771			20,394
Patient financing receivable, net of current portion		5,894			14,436
Other assets		21,393			18,682
Total assets	$	349,355		$	137,357
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable	$	1,044,972		$	971,492
Accrued liabilities		1,450,373			1,418,368
Other current liabilities		242,519			139,330
Notes payable, current portion		122,472			104,468
Convertible notes payable, related parties		3,325,000			3,325,000
Convertible notes payable		455,095			430,095
Convertible notes payable carried at fair value, related parties		1,219,533			-
Convertible notes payable carried at fair value		656,671			-
Lease liability, current portion		38,276			63,291
Anti-dilution share contingent consideration liability		501,531			501,531
Interest payable, related parties		474,001			400,042
Interest payable		129,520			123,276
Total Current Liabilities		9,659,963			7,476,893
Long-term Liabilities
Royalty liability		1,697,000			1,697,000
Milestone payment contingent consideration liability		320,850			320,850
Total Long-term Liabilities		2,017,850			2,017,850
Total Liabilities		11,677,813			9,494,743
Stockholders’ Equity (Deficit)
Preferred Stock - $.001 par value: 1,000,000,000 shares authorized; Series A Preferred Stock - $.001 par value: 800,000,000 shares authorized, 438,776,170 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.		438,773			438,773
Common stock - $.001 par value: 500,000,000 shares authorized, 628,121 and 618,506 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.		628			618
Additional paid-in capital		49,650,254			49,531,216
Accumulated deficit		(61,418,113	)		(59,327,993	)
Total Stockholders’ Deficit		(11,328,458	)		(9,357,386	)
Total Liabilities and Stockholders’ Deficit	$	349,355		$	137,357

See accompanying notes to the consolidated financial statements

4

H-CYTE, INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2023			2022
Revenues	$	-		$	379,560
Cost of Sales		-			(86,505	)
Gross Profit		-			293,055
Operating Expenses
Salaries and related costs		165,257			347,219
Share based compensation		41,228			226,079
Other general and administrative		214,199			509,911
Total Operating Expenses		420,684			1,083,209
Operating Loss		(420,684	)		(790,154	)
Other Expense
Day one loss on convertible notes carried at fair value		(1,521,768	)		-
Gain on convertible notes carried at fair value		2,744			-
Inducement expense		-			(3,024,872	)
Interest expense		(150,213	)		(72,352	)
Other expense		(199	)		(4,405	)
Total Other Expense		(1,669,436	)		(3,101,629	)
Net Loss	$	(2,090,120	)	$	(3,891,783	)
Net Loss attributable to common stockholders	$	(2,090,120	)	$	(3,891,783	)
Loss per share - Basic and Diluted		(3.38	)		(23.01	)
Weighted average outstanding shares - basic and diluted		618,875			169,155

See accompanying notes to the consolidated financial statements

5

H-CYTE, INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the three months ended March 31, 2023 and 2022

(Unaudited)

	Preferred Series A Stock						Common Stock				Additional Paid-in		Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Capital		Deficit			Deficit
Balances - December 31, 2021		501,887,534		$	501,887			166,394	$	164,199	$	43,700,084	$	(49,028,413	)	$	(4,662,243	)
Conversion of Series A Preferred Stock to Common Stock		(3,657,730	)		(3,658	)		3,658		3,658		-		-			-
Inducement expense		-			-			-		-		3,024,872		-			3,024,872
Conversion of warrants to Common Stock		-			-			83,579		83,580		1,086,530					1,170,110
Share based compensation		-			-			-		-		226,079		-			226,079
Net Loss		-			-			-		-		-		(3,891,783	)		(3,891,783	)
Balances - March 31, 2022		498,229,804		$	498,229			253,631	$	251,437	$	48,037,565	$	(52,920,196	)	$	(4,132,965	)

	Preferred Series A Stock				Common Stock				Additional Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balances - December 31, 2022		438,776,170	$	438,773		618,506	$	618	$	49,531,216	$	(59,327,993	)	$	(9,357,386	)
Share based compensation		-		-		-		-		41,228		-			41,228
Issuance of warrants pursuant to convertible notes payable		-		-		-		-		67,820		-			67,820
Conversion of convertible notes payable to Common Stock		-		-		9,615		10		9,990		-			10,000
Net loss		-		-		-		-		-		(2,090,120	)		(2,090,120	)
Balances - March 31, 2023		438,776,170	$	438,773		628,121	$	628	$	49,650,254	$	(61,418,113	)	$	(11,328,458	)

See accompanying notes to the consolidated financial statements

6

H-CYTE, INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended March 31,
	2023			2022
Cash Flows from Operating Activities
Net loss	$	(2,090,120	)	$	(3,891,783	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,623			3,177
Inducement expense		-			3,024,872
Share based compensation expense		41,228			226,079
Day one loss on convertible notes carried at fair value		1,521,768			-
Gain on convertible notes carried at fair value		(2,744	)		-
Bad debt expense		17,320			-
Changes in operating assets and liabilities:
Accounts receivable		-			6,262
Patient financing receivable		3,562			(13,756	)
Other assets		(2,711	)		(3,831	)
Prepaid expenses		(115,781	)		(148,334	)
Accounts payable		73,480			94,913
Accrued liabilities		32,005			(14,427	)
Other current liabilities		78,174			111,324
Deferred revenue		-			(353,098	)
Interest payable, related parties		73,959			39,937
Interest payable		6,244			34,406
Net Cash Used in Operating Activities		(361,993	)		(884,259	)
Cash Flows from Financing Activities
Proceeds from notes payable		18,004			-
Proceeds from convertible note payable		150,000			-
Payment on convertible note payable		(115,000	)		-
Proceeds from convertible notes payable carried at fair value, related parties		275,000
Proceeds from convertible notes payable carried at fair value		150,000
Proceeds from warrants exercise related to inducement		-			1,170,110
Payment on PPP Loan		-			(39,739	)
Net Cash Provided by Financing Activities		478,004			1,130,371
Net Change in Cash		116,011			246,112
Cash - Beginning of period		-			95,172
Cash - End of period	$	116,011		$	341,284
Supplementary Cash Flow Information
Cash paid for interest	$	70,010		$	1,378
Non Cash Investing & Financing Activity
Conversion of Series A Preferred Stock to Common Stock	$	-		$	3,658
Issuance of warrants pursuant to inducement agreements	$	-		$	2,993,872
Issuance of warrants for services rendered	$	-		$	31,000
Conversion of convertible notes payable to Common Stock	$	10,000		$	-
Issuance of warrants pursuant to convertible notes payable-related parties	$	44,255		$	-
Issuance of warrants pursuant to convertible notes payable	$	23,565		$	-

See accompanying notes to the consolidated financial statements

7

H-CYTE, INC

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Description of the Company

H-CYTE, Inc (“the Company”) has evolved from focusing on treating chronic lung conditions after the closure of its lung treatment clinics due to COVID-19. The Company is currently focusing on acquiring and developing early-stage companies or their technologies in the areas of therapeutics, medical devices, and diagnostics. The goal is to develop these companies and incubate their technologies to meaningful clinical inflection points.

On June 3, 2022, the Company closed its clinic in Scottsdale, Arizona. The Company has now closed all of its clinical operations in the autologous infusion therapy business which delivered treatments for patients with chronic respiratory and pulmonary disorders. The Company will continue to pursue Food and Drug Administration (“FDA”) approval of the device that was utilized in the treatment provided at the clinics. The Company also has a continued interest in the commercialization of the DenerveX device through a joint venture. The Company has implemented the transition into a biologics and therapeutic device incubator company to bring new technologies to market.

The consolidated results for H-CYTE include the following wholly-owned subsidiaries: H-CYTE Management, LLC, Medovex Corp, Cognitive Health Institute, LLC, and Lung Institute Tampa, LLC and the results include Lung Institute Dallas, LLC (“LI Dallas”), Lung Institute Nashville, LLC (“LI Nashville”), Lung Institute Pittsburgh, LLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as Variable Interest Entities (“VIEs”). Additionally, H-CYTE Management, LLC was the operator and manager of the various Lung Health Institute (LHI) clinics: LI Dallas, LI Nashville, LI Pittsburgh, and LI Scottsdale. The LI Dallas and LI Pittsburgh clinics did not reopen in 2020 after the temporary closure of all LI clinics due to COVID-19. During the first quarter of 2022, the Company decided to close the LI Tampa and LI Nashville clinics. During the second quarter of 2022, the Company closed the LI Scottsdale clinic. All LHI clinics are closed as of March 31, 2023. The Company leases a shared office space for its corporate address as the Company’s employees continue to work remotely.

On June 10, 2022, the Company amended (the “Amendment”) its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split (the “Reverse Split”) of its common stock. The Reverse Split was approved by FINRA on June 10, 2022 and effectuated on June 13, 2022. Pursuant to the Amendment, the Company also reduced the authorized shares of common stock to 500,000,000. As a result of the Reverse Split, as of March 31, 2023, the Company has 628,121 shares of common stock outstanding and 438,776,170 shares of Series A Preferred Stock outstanding. As a result of the Reverse Stock Split, the Series A Preferred Stock conversion ratio is now one thousand shares of Series A Preferred Stock converts into one share of common stock. Accordingly, the 438,776,170 outstanding shares of Series A Preferred Stock are now convertible into an aggregate of 438,776 shares of common stock.

On September 7, 2022, the Company acquired all of the membership interests, with common stock, of Jantibody LLC (“Jantibody”), a Nevada limited liability company. Jantibody is focused on the development of novel proprietary immunotherapies targeted towards ovarian cancer, pancreatic cancer, and mesothelioma (see Note 9).

On December 22, 2022, the Company acquired all the membership interests, with common stock, in Scion Solutions, LLC (“Scion”). Scion is a life sciences company that has developed a new technology in regenerative medicine specifically for limb salvage. Their proprietary product SkinDisc (patent pending) is a combination of stem cells and several other molecular components that stimulate tissue regeneration (see Note 9).

Note 2 – Basis of presentation

The accompanying interim consolidated financial statements have been prepared based upon U.S. Securities and Exchange Commission rules that permit reduced disclosure for interim periods. Therefore, they do not include all information and footnote disclosures necessary for a complete presentation of the Company’s financial position, results of operations and cash flows, in conformity with generally accepted accounting principles. The Company filed audited consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021, which included all information and notes necessary for such complete presentation in conjunction with its 2022 Annual Report on Form 10-K.

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

8

The results of operations for the interim period ended March 31, 2023, are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022, which are contained in the Company’s 2022 Annual Report on Form 10-K. For further discussion refer to Note 2 – “Basis Of Presentation And Summary of Significant Accounting Policies” to the consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Note 3 – Liquidity, Going Concern and Sources of Liquidity

The Company incurred net losses of approximately $2,090,000 and $3,892,000 for the three months ended March 31, 2023 and 2022, respectively. The Company has historically incurred losses from operations and expects to continue to generate negative cash flows as it implements its plan around acquiring and developing early-stage companies or their technologies in the areas of therapeutics, medical devices, and diagnostics. The consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) as applicable to a going concern.

The Company had cash on hand of approximately $116,000 as of March 31, 2023 and approximately $4,000, as of May 19, 2023. The Company’s cash is insufficient to fund its operations over the next year and the Company is currently working to obtain additional debt or equity financing to help support short-term working capital needs.

There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. If the Company is unable to fund its operations from existing cash on hand, operating cash flows, additional borrowings, or raising equity capital, the Company may be forced to cease operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

On February 24, 2023, the Company and certain investors entered into Securities Purchase Agreements (the “SPA”), whereby the Company sold and issued to the certain investors an aggregate of three hundred thousand dollars ($300,000) of the Company’s convertible promissory notes (the “Note” or “Notes”), which are convertible into the Company’s Common Stock, $0.001 par value (“Common Stock”). In connection with the aforementioned Notes, the Company also issued to the investors a warrant to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20% of the shares of Common Stock issuable upon conversion of the Note, based on a price of $2.00 per share. These warrants have a term of five (5) years, with an exercise price of $2.00 per share. Unless the Company chooses to terminate earlier, the offering and the sale of the Notes shall terminate on the sooner of the sale of the maximum offering amount or April 30, 2023. However, the Company extended this offering to June 30, 2023, per terms of the agreement.

The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

Further, in connection with the SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company, dated February 24, 2023. The Company issued Warrants to purchase an aggregate of 30,000 shares of Common Stock. The exercise price per share of the Common Stock under these Warrants is $2.00.

On February 28, 2023, the Company entered into a securities purchase agreement for a total of $150,000 with an accredited investor. The note issued is convertible into common stock at a 65% discount to the lowest trading price in the 20-day period prior to conversion. The note bears interest at 10% and is due one year from issuance. For the first six months, the Company has the right to prepay the note at a premium of between 25% and 40% depending on when it is repaid.

On March 27, 2023, the Company and three related party investors entered into Securities Purchase Agreements (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of one hundred twenty five thousand dollars ($125,000) of the Company’s convertible promissory notes (the “Note” or “Notes”), which are convertible into the Company’s Common Stock, $0.001 par value (“Common Stock”). On April 12, 2023, the Company and an additional investor entered into the SPA, whereby, the Company sold and issued an aggregate of thirty five thousand dollars ($35,000) of the Company’s Notes. In connection with the aforementioned Notes, the Company also issued to the investors a warrant to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20% of the shares of Common Stock issuable upon conversion of the Note, based on a price of $2.00 per share. These warrants have a term of five (5) years, with an exercise price of $2.00 per share. Unless the Company chooses to terminate earlier, the offering and the sale of the Notes shall terminate on the sooner of the sale of the maximum offering amount or April 30, 2023. However, the Company extended this offering to June 30, 2023, per terms of the agreement.

The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

Further, in connection with the SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company. The Company issued Warrants to purchase an aggregate of 12,500 shares of Common Stock. The exercise price per share of the Common Stock under these Warrants is $2.00.

Note 4 – Fair Value of Financial Instruments

The Company measures certain financial instruments and certain financial instruments with related parties at fair value on a recurring basis. The Company elected the fair value option of accounting for certain debt instruments. Under the fair value option, the financial instrument is initially measured at its issue date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis each reporting period with the resulting fair value adjustment recognized as other income (expense) in the consolidated statement of operations. As of March 31, 2023, the fair value of these instruments was as follows:

	Total		Level 1		Level 2		Level 3
Assets:	$	-	$	-	$	-	$	-
Liabilities:
Convertible Notes at fair value	$	1,876,204	$	-	$	-	$	1,876,204

The following is a reconciliation of the beginning and ending balances for the Convertible Notes measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2023:

Balance at December 31, 2022	$	--
Fair value of Convertible Notes issued		(1,878,948	)
Gain on change in fair value of Convertible Notes		2,744
Balance at March 31, 2023	$	(1,876,204	)

The estimated fair values reported utilize the Company’s common stock price along with certain Level 3 inputs, as discussed below, in the development of Monte Carlo simulation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models /analyses, including the Company’s common stock price, the Company’s dividend yield, risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price, the probability of a Qualified Offering, the estimated price of a Qualified Offering, and credit-risk adjusted discount rates. Changes in these assumptions can materially affect the estimated fair values.

Note 5 – Related Party Transactions

Officers and Board Members and Related Expenses

On January 12, 2021, Mr. Raymond Monteleone was appointed as Chairman of the Board, Audit Committee Chair, and Compensation Committee Chair. There are understandings between the Company and Mr. Monteleone for him to receive $7,500 per month to serve on the Board of Directors and an additional $2,500 per quarter to serve as Chairman of the Board, Audit Committee Chair, and Compensation Committee Chair. Effective July 1, 2022, due to lack of working capital, Mr. Monteleone receives $3,750 per month to serve on the Board of Directors and to serve as Chairman of the Board, Audit Committee Chair, and Compensation Committee Chair. For the three months ended March 31, 2023 and 2022, the Company expensed $11,250 and $25,000, respectively, for board of director fees to Mr. Monteleone. Due to lack of financial resources, the Company has been unable to pay Mr. Monteleone for his services totaling $46,250, which is included in accounts payable as of March 31, 2023.

9

On January 12, 2021, Mr. William Horne stepped down as Chairman of the Board. Mr. Horne will remain a member of the Board. Mr. Horne agreed to continue to defer the $108,000 in base salary deferred by him in 2018 until such time as there is a positive cash flow to meet the Company’s financial obligations and then the Company and Mr. Horne will work together in good faith to negotiate a payment plan for such deferred salary. Effective December 1, 2021, Mr. Horne will receive $5,000 per month to serve on the Board of Directors. Effective July 1, 2022, due to lack of working capital, Mr. Horne receives $2,500 per month to serve on the Board of Directors. For the three months ended March 31, 2023 and 2022, the Company expensed approximately $7,500 and $20,000, respectively, in compensation and board of director fees to Mr. Horne. Due to lack of financial resources, the Company has been unable to pay Mr. Horne for his services totaling $25,000, which is included in accrued liabilities as of March 31, 2023.

Mr. Richard Rosenblum entered into an oral agreement with the Company effective January 17, 2022, in which Mr. Rosenblum will receive $5,000 per month to serve on the Board of Directors. Effective July 1, 2022, due to lack of working capital, Mr. Rosenblum receives $2,500 per month to serve on the Board of Directors. For the three months ended March 31, 2023 and 2022, the Company expensed $7,500 and $12,500, respectively, for board of director fees to Mr. Rosenblum. Due to lack of financial resources, the Company has been unable to pay Mr. Rosenblum for his services totaling $25,000, which is included in accrued liabilities as of March 31, 2023.

Mr. Matthew Anderer entered into an oral agreement with the Company effective January 17, 2022, in which Mr. Anderer will receive $5,000 per month to serve on the Board of Directors. Effective July 1, 2022, due to lack of working capital, Mr. Anderer receives $2,500 per month to serve on the Board of Directors. For the three months ended March 31, 2023 and 2022, the Company expensed $7,500 and $12,500, respectively, for board of director fees to Mr. Anderer. Due to lack of financial resources, the Company has been unable to pay Mr. Anderer for his services totaling $25,000, which is included in accrued liabilities as of March 31, 2023.

Debt and Other Obligations

Convertible Notes Payable

On April 1, 2021, the Company, entered into a Secured Convertible Note Purchase Agreement (the “April 2021 Note Purchase Agreement”) with five (5) related party investors (the “Holders”). Pursuant to the terms of the April 2021 Note Purchase Agreement, the Company sold promissory notes in the aggregate principal amount of $2,575,000 maturing on June 17, 2022 with an annual interest rate of 8%. The Notes are convertible into shares of Common Stock at a discount of 20% to the price paid for such New Securities in the next round of financing that meets the definition of Qualified Financing as defined in the April 2021 Note Purchase Agreement. The Notes are secured by the assets of the Company under a security agreement with the Holders. The lead investor of the April 2021 Note Purchase Agreement, FWHC Bridge, LLC, advanced $1,500,000 of the total amount to the Company. FWHC Bridge, LLC is an affiliated entity of FWHC, LLC, which is a principal stockholder and related party of the Company. An additional affiliate of FWHC, LLC provided an additional $25,000 as part of the April 2021 Note Purchase Agreement.

On October 14, 2021, the Company entered into the Second Closing Bring Down Agreement (the “October 2021 Note Purchase Agreement”) whereby the five (5) related party investors who had entered into the April 2021 Note Purchase Agreement purchased new notes in the Company in the aggregate principal amount of $750,000. The Notes are due and payable on June 17, 2022 and bear interest at an annual rate of 8%. The Notes are convertible into shares of Common Stock at a discount of 20% to the price paid for such New Securities in the next financing that meets the definition of a Qualified Financing as defined in the Note Purchase Agreement. The Notes are secured by all of the assets of the Company under a security agreement with the Holders. The lead investor of the October 2021 Note Purchase Agreement, FWHC Bridge, LLC, advanced $437,000 of the total amount to the Company. FWHC Bridge, LLC is an affiliated entity of FWHC, LLC, which is a principal stockholder and related party of the Company. An additional affiliate of FWHC, LLC provided an additional $7,000 as part of the October 2021 Note Purchase Agreement.

On February 22, 2022, the Company entered into a Debt Conversion Agreement (the “Amendment Agreement”) which i) provided for an additional round of convertible debt financing (“Tranche 2 Notes”) of up to $500,000 and ii) amended the conversion price on the convertible notes issued April 1, 2021 and October 8, 2021 (“Tranche 1 Notes”) from 80% of the price paid in a Qualified Financing (proceeds of at least $15 million), to the lesser of (x) $0.002 and (y) the price paid in a Qualified Financing (proceeds of at least $10 million). The Amendment Agreement also provides the following Milestone Payments:

1)	$1,000,000 after filing a premarket notification pursuant to Section 510(k) of the Food, Drug and Cosmetic Act, of its intent to market its PRP cellular therapy
2)	Following the closing of a Qualified Financing, 25% of all proceeds raised in excess of $10 million (not to exceed $1 million)

The Milestone Payments are not to exceed $2 million, and the Amendment Agreement also specifies that a Qualified Financing will not occur prior to the closing of the acquisition of Jantibody, LLC.

The Company evaluated the Amendment Agreement under ASC 470-50, “Debt – Modification and Extinguishment”, and concluded that probability of having to pay a Milestone payment was minimal and the change in the fair value of the conversion feature was not material. The Amendment did not cause a material change in cash flows so extinguishment accounting was not applicable.

On April 29, 2022, the Company entered into an Amended and Restated Note Conversion Agreement (the “Note Conversion Agreement”) with certain holders of its Tranche 1 Notes (i) providing for a conversion price equal to the lesser of (x) $0.002 per share (pre-split) and (y) the price per share paid by the investors in a Qualified Financing for such New Securities purchased for cash and not through conversion of Notes (as such terms are defined in the Note Conversion Agreement), in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, (ii) automatic conversion upon the occurrence of a Qualified Financing, and (iii) amendment of the maturity date from March 31, 2022 to June 17, 2022 (the “New Notes”). Upon the effective date of the Company’s 1,000-1 reverse split, the conversion price adjusted to the lesser of (a) the price in the Qualified Financing or (b) $2.00 per share. The New Notes also provided the investors with Royalty Payments equal to 15% of all net sales generated by the Company with respect to the sale of products or services associated with the 510(k) Notification related to the Company’s autologous cellular therapy (PRP-PBMC) to treat chronic lung disorder. The Royalty Payments are in lieu of the Milestone Payments but are perpetual and there is no limit to the aggregate amount of Royalty Payments that may be paid.

Due to changes in key provisions of the Tranche 1 Notes, the Company analyzed the before and after cash flows between the (i) fair value of the New Notes and (ii) reacquisition price of the Tranche 1 Notes prior to the (A) change in the maturity date from March 31, 2022 to June 17, 2022, (B) change in the conversion price to the lesser of (x) $2.00 and (y) the price paid in a Qualified Financing, and (C) the fair value of the potential Royalty Payments, to determine whether these changes resulted in a modification or extinguishment of the Tranche 1 Notes.

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The Company used a discounted cash flow method with Monte Carlo Simulation to value the Royalty Payments. Future Royalty Payments were estimated based on management’s best estimate of future cash flows under various scenarios which were discounted to present value using a risk-adjusted rate of 70%.

Based on the before and after cash flows of each note, the change was considered significantly different. Consequently, the New Notes were accounted for as a debt extinguishment of the Tranche 1 Notes and a new debt issuance of the New Notes. The Company recorded a $2.2 million loss upon extinguishment of debt in the year ended December 31, 2022, which was comprised of the following:

Carrying value of Tranche 1 Notes	$	3,580,738
Less: Fair value of New Notes		(4,079,838	)
Less: Fair value of Royalty Payments		(1,697,000	)
Loss on Extinguishment	$	(2,196,100	)

The Note Conversion Agreement also provided for the consummation of a Tranche 2 Financing (the “Tranche 2 Notes”) subject to (i) the aggregate principal amount of indebtedness represented by the Tranche 2 Notes being capped at $500,000 and (ii) Tranche 2 Notes’ being an unsecured obligation of the Company and expressly subordinate in all respects to all indebtedness of the Company under the Notes and including language in which the holders of such Tranche 2 Notes acknowledge, confirm and agree to the foregoing subordination terms. Pursuant to the terms of the Note Conversion Agreement, the Investors have agreed not to sell any capital stock of the Company for a period of 12 months following the Qualified Financing. For the year ended December 31, 2022, approximately $499,000 of amortization of the debt premium is included in interest income. The Company is currently working with the noteholders on the extension of the maturity of the outstanding notes.

On February 24, 2023, the Company and certain investors entered into Securities Purchase Agreements (the “SPA”), whereby the Company sold and issued to the certain investors an aggregate of three hundred thousand dollars ($300,000) of the Company’s convertible promissory notes (the “Note” or “Notes”), which are convertible into the Company’s Common Stock, $0.001 par value (“Common Stock”). In connection with the aforementioned Notes, the Company also issued to the investors a warrant to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20% of the shares of Common Stock issuable upon conversion of the Note, based on a price of $2.00 per share. These warrants have a term of five (5) years, with an exercise price of $2.00 per share. Unless the Company chooses to terminate earlier, the offering and the sale of the Notes shall terminate on the sooner of the sale of the maximum offering amount or April 30, 2023. However, the Company extended this offering to June 30, 2023 per terms of the agreement.

The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

Further, in connection with the February 2023 SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company, dated February 24, 2023. The Company issued Warrants to purchase an aggregate of 30,000 shares of Common Stock. The exercise price per share of the Common Stock under these Warrants is $2.00.

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On March 27, 2023, the Company and three related party investors entered into Securities Purchase Agreements (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of one hundred twenty five thousand dollars ($125,000) of the Company’s convertible promissory notes (the “Note” or “Notes”), which are convertible into the Company’s Common Stock, $0.001 par value (“Common Stock”).

On April 12, 2023, the Company and an additional investor entered into the SPA, whereby the Company sold and issued thirty five thousand dollars ($35,000) of the Company’s Notes. In connection with the aforementioned Notes, the Company also issued to the investors a warrant to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20% of the shares of Common Stock issuable upon conversion of the Note, based on a price of $2.00 per share. These warrants have a term of five (5) years, with an exercise price of $2.00 per share. Unless the Company chooses to terminate earlier, the offering and the sale of the Notes shall terminate on the sooner of the sale of the maximum offering amount or April 30, 2023. However, the Company extended this offering to June 30, 2023 per terms of the agreement.

The March 27, 2023, Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023, Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

Further, in connection with the March 2023 and April 2023 SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company. The Company issued Warrants to purchase an aggregate of 12,500 shares of Common Stock. The exercise price per share of the Common Stock under these Warrants is $2.00.

We evaluated the February 2023, March 2023, and April 2023 SPA in accordance with ASC Topic 815, Derivatives and Hedging, and determined that they contained a variable share settlement feature tied to the price of a future financing which functions as a redemption option. FASB ASC 825-10-25 allows the Company to elect the fair value option for recording financial instruments when they are initially recognized or if there is an event that requires re-measurement of the instruments at fair value, such as a significant modification of the debt. The Company elected to initially and subsequently measure the Convertible Notes in their entirety at fair value, with changes in fair value recognized in earnings. Management believes the fair value option best reflects the underlying economics of these Convertible Notes.

Because these Convertible Notes are carried in their entirety at fair value, the value of the contingent conversion feature is embodied in that fair value. The Company estimates the fair value based on a probability weighted analysis which considers the present value of the cash flows using a credit risk adjusted rate enhanced by the conversion feature valued using a Monte Carlo model. This method was considered by management to be the most appropriate method of encompassing the credit risk and exercise behavior that a market participant would consider when valuing a hybrid financial instrument. Inputs used to value the Convertible Notes at inception included, (i) present value of future cash flows using a credit risk adjusted rate ranging from 19.0%-20.0%, (ii) remaining term of approximately one year, (iii) volatility ranging from 258%-261%, (iv) closing stock price on the valuation date, and (v) the conversion price based on the estimated price of a Qualified Offering, less a 20% discount, in accordance with the terms of the Note. A Qualified Offering is defined as an offering that results in the Company’s Common Stock being listed on a National Exchange (NASDAQ or the NYSE/AMEX). Changes due to instrument-specific credit risk are recorded in Other Comprehensive Income with all other changes in value being recorded in net income.

At inception, the fair value of the Convertible Notes using the fair value option was $1,878,948, and the fair value of the related Warrants issued was $67,820. Because the fair value of the hybrid instrument was in excess of the proceeds received of $425,000, the Company recorded a day one loss on convertible notes of $1,521,768. On March 31, 2023, the debt instruments were revalued at $1,876,204 resulting in a gain of $2,744.

Other Obligations

During the year ending December 31, 2022, Michael Yurkowsky, CEO, advanced the Company approximately $40,000 as a non-interest-bearing note with no established repayment terms. During the three months ended March 31, 2023, approximately $18,000 in additional advances were made. The balance owed is approximately $53,000 as of March 31, 2023.

Note 6 - Equity Transactions

In January 2022, the Company offered certain warrant holders the opportunity to receive an additional warrant to purchase the Company’s Common Stock at $14.00 per share, for a period of five (5) years from issuance for the exercise by March 31, 2022 of each existing warrant originally issued in April 2020. As of December 31, 2022, the Company had eleven warrant holders exercise an aggregate of 83,579 warrants at $14.00 per share resulting in cash proceeds of approximately $1,170,000 to the Company.

On June 10, 2022, the Company amended (the “Amendment”) its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split (the “Reverse Split”) of its common stock. The Reverse Split was approved by FINRA on June 10, 2022, and effectuated on June 13, 2022. Pursuant to the Amendment, the Company also reduced the authorized shares of common stock to 500,000,000. As a result of the Reverse Split, the Company had approximately 618,506 shares of common stock outstanding and 438,776,170 shares of Series A Preferred Stock outstanding as of December 31, 2022. As a result of the Reverse Stock Split, the Series A Preferred Stock is convertible at a ratio of one thousand shares of Series A Preferred Stock into one share of common stock. Accordingly, the 438,776,170 outstanding shares of Series A Preferred Stock are now convertible into an aggregate of 438,776 shares of common stock.

On September 29, 2022, the Company entered into a securities purchase agreement with two related party accredited investors for the sale of shares of Common Stock and warrants (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company sold an aggregate of 112,500 shares of common stock and warrants to purchase 56,250 shares of Common Stock exercisable at $2.50 per share for gross proceeds of approximately $225,000.

On November 14, 2022, pursuant to the Purchase Agreement, the Company sold an aggregate of 15,000 shares of common stock and warrants to purchase 7,250 shares of Common Stock exercisable at $2.50 per share for gross proceeds of $30,000.

On March 17, 2023, the Company issued 9,615 shares of Common Stock to a convertible noteholder who, at the request of the noteholder, converted $10,000 of convertible notes into the Company’s Common Stock.

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The following table summarizes the Company’s common and preferred stock outstanding by class. The number of common stock shares has been adjusted to reflect a one-for-one thousand reverse stock split that became effective on June 13, 2022.

	March 31, 2023		December 31, 2022
Common Stock		628,121		618,506
Series A Preferred Stock		438,776,170		438,776,170

Series A Preferred Stock

During the quarter ended March 31, 2023, no shares of Series A Preferred Stock were converted to Common Stock.

Voting Rights

Holders of Series A Preferred Stock (“Series A Holders”) have the right to receive notice of any meeting of holders of common stock and to vote upon any matter submitted to a vote of the holders of common stock. Each Series A Holder shall vote on each matter on an as converted basis submitted to them with the holders of common stock.

Conversion

Series A Preferred Stock converts to common stock at a 1000:1 ratio immediately upon request of the Series A Holder.

Liquidation, Dissolution, or Winding Up

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders and, in the event of a Deemed Liquidation Event (as defined in the Second Amended and Restated Articles of Incorporation), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the consideration received by the Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Company), together with any other assets of the Company available for distribution to its stockholders, all to the extent permitted by Nevada law governing distributions to stockholders, as applicable, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to one (1) times the Series A Original Issue Price for such share of Series A Preferred Stock, plus any Series A Accruing Dividends accrued but unpaid thereon, whether or not declared. If upon any such liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled under subsection 2.1 of the Second Amended and Restated Articles of Incorporation, the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment in full of all Series A Liquidation Amounts (as defined in the Second Amended and Restated Articles of Incorporation) required to be paid to the holders of shares of Series A Preferred Stock the remaining assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of Series A Preferred Stock shall be distributed among the holders of the shares of Series A Preferred Stock and Common Stock, pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Series A Preferred Stock as if they had been converted to Common Stock pursuant to the terms of the Second Amended and Restated Articles of Incorporation immediately prior to such liquidation, dissolution or winding up of the Company.

Share-Based Compensation Plan

The Company utilizes the Black-Scholes valuation method to recognize share-based compensation expense over the vesting period. The expected life represents the period that the share-based compensation awards are expected to be outstanding.

Stock Option Activity

On April 1, 2021, the Board of Directors of the Company approved and granted certain directors and officers of the Company an aggregate of 54,750 stock options of which 4,750 were immediately vested on the date of grant. Each option granted has an exercise price of $70.00 per share and an expiration date of ten years from the date of grant. These options are not included in the Company’s current stock option plan as they were granted outside of the plan.

On June 10, 2022, the Company amended its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split of its common stock. The Reverse Split was approved by FINRA on June 10, 2022 and effectuated on June 13, 2022.

As of March 31, 2023, 29,385 options were outstanding and 22,552 were vested. As of March 31, 2022, 29,635 options were outstanding and 18,218 were vested. For the three months ended March 31, 2023 and 2022, the Company recognized an expense related to stock options of approximately $41,000 and $112,000, respectively, which is included in share based compensation. As of March 31, 2023, the Company has approximately $115,000 of unrecognized compensation costs related to non-vested stock options, which is expected to be recognized over a weighted average period of approximately 1.74 years.

Inputs used in the valuation models are as follows:

2021 Grants
Option value	$	54.00		to	$	56.00
Risk Free Rate		0.90	%	to		1.37	%
Expected Dividend- yield		-		to		-
Expected Volatility		173.99	%	to		176.04	%
Expected term (years)		5		to		7

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The following is a summary of stock option activity for the three months ended March 31, 2022 and 2023:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Term (Years)
Outstanding at December 31, 2021		29,635	$	86.48		9.20
Granted		-		-		-
Exercised		-		-		-
Outstanding at March 31, 2022		29,635	$	86.48		8.96
Exercisable at March 31, 2022		18,218		100.00		8.93
Outstanding at December 31, 2022		29,385	$	83.81		8.22
Granted		-		-		-
Exercised		-		-		-
Outstanding at March 31, 2023		29,385	$	83.81		7.98
Exercisable at March 31, 2023		22,552		87.99		7.97

The following is a summary of the Company’s non-vested shares for the three months ended March 31, 2023:

	Shares			Weighted Average Grant Date Fair Value
Non-vested at December 31, 2022		7,979		$	55.70
Vested		(1,146	)		55.36
Non-vested at March 31, 2023		6,833		$	55.75

Net Loss Per Share

Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock and if-converted methods, as applicable. Any potentially dilutive securities are antidilutive due to the Company’s net losses.

The Company excluded the following securities from the calculation of basic and diluted net loss per share as the effect would have been antidilutive:

	For the Three Months Ended March 31,
	2023		2022
Warrants to purchase common stock (in the money)		-		384,694
Series A Preferred Stock convertible to common stock		438,776		498,230
Total		438,776		882,924

Excluded from the above table are 489,680 warrants 29,385 stock options for the three months ended March 31, 2023 and 2,196 warrants and 29,635 stock options for the three months ended March 31, 2022 as they are out of the money (exercise price greater than the stock price). Inclusion of such would be anti-dilutive. As a result of the Reverse Stock Split, the Series A Preferred Stock is convertible at a ratio of one thousand shares of Series A Preferred Stock into one share of common stock. Accordingly, the 438,776,170 outstanding shares of Series A Preferred Stock are convertible into an aggregate of 438,776 shares of common stock at March 31, 2023

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Note 7 – Commitments & Contingencies

CEO Compensation Agreement

On December 23, 2021, the Company entered into an employment agreement (the “Employment Agreement”) with Michael Yurkowsky, the Company’s Chief Executive Officer, to continue to serve as the Chief Executive Officer of the Company. Under the Employment Agreement, which commenced on December 1, 2021 (the “Effective Date”) and has a term of one year from the Effective Date (the “Employment Period”), Mr. Yurkowsky will receive a base salary of $180,000 per year. Upon the expiration of the Employment Period, Mr. Yurkowsky’s employment with the Company will be on an at-will basis.

In addition to his base salary, Mr. Yurkowsky may receive an one-time cash bonus in gross amount equal to $100,000 if (i) the Company’s stock is listed and quoted on the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, or the New York Stock Exchange; or (ii) the Company secures and receives financing of at least $10,000,000.

As additional compensation, Mr. Yurkowsky shall receive shares of common stock of the Company representing 1% of the Company’s fully diluted equity as of the grant date if the Company achieves a market capitalization of at least $250 million for 60 consecutive days during the Employment Period (the “Equity Award”). If the Company achieves a market capitalization of at least $500 million for 60 consecutive days during the Employment Period, the executive shall receive an additional Equity Award of 1%, such that he has in the aggregate received shares of common stock of the Company representing 2% of the Company’s fully diluted equity as of the date of grant. These market conditions were reflected in the grant date fair value of the award as required under ASC 718 Compensation-Stock Compensation.

The Equity Award was measured at fair value on its grant date using a Monte Carlo simulation model. The Monte Carlo simulation model includes assumptions for the expected term, volatility, and dividend yield, each of which are determined in reference to the Company’s historical results. The Company will recognize aggregate share-based compensation expense of approximately $328,000 related to the Equity Award on a straight-line basis over the derived service period determined by the Monte Carlo simulation model, which was 0.71 years. During the three month period ending March 31, 2022, the Company recognized approximately $114,000 in compensation expense related to the Equity Award. If the market capitalization targets are met sooner than the derived service period, the Company will adjust its stock-based compensation to reflect the cumulative expense associated with the vested Equity Award. The Company will recognize expense if the requisite service is provided, regardless of whether the market conditions are achieved.

Consulting Agreements

The Company entered into a consulting agreement with Tanya Rhodes of Rhodes & Associates, Inc, effective June 15, 2020, to serve as the Chief Science Officer of the Company. The agreement has a minimum term of six months with an average fee of $21,000 per month plus expenses which increases 5% per month on January 1 of each calendar year unless an alternative retainer amount is negotiated and agreed upon by both parties. The Company extended the contract on January 1, 2021, resulting in monthly expenses of $22,500 plus expenses for services rendered. Due to lack of financial resources, the Company has been unable to pay Ms. Rhodes for her services totaling $138,625, which has been accrued as part of accrued liabilities for the three months ended March 31, 2023.

The Company entered into a consulting agreement with Alpha IR Group on March 1, 2022, to provide investor relations to the Company. The agreement is for twelve months with an average service fee of $9,750 per month which has been accrued in Accounts Payable. The Company paused this service during the three months ending March 31, 2023.

Litigation

From time to time, the Company may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect the Company’s financial condition, results of operations, and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect the Company due to legal costs and expenses, diversion of management attention, and other factors. The Company expenses legal costs in the period incurred. The Company cannot assure that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against the Company in the future, and these matters could relate to prior, current or future transactions or events.

The Company is involved in a lawsuit with Sinclair Broadcast Group, Inc. (“Sinclair”) which was filed on September 8, 2020, in the Circuit Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. Sinclair has obtained a legal judgment for breach of contract for advertising services in the amount of approximately $75,000 plus interest and costs. The Company has retained legal counsel for guidance in this matter. The amount is recorded in accounts payable as of March 31, 2023.

The Company is involved in a lawsuit with ITN Networks, LLC (“ITN”) which was filed on July 22, 2021, in the Circuit Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. ITN has obtained a legal judgment for breach of contract for advertising services in the amount of approximately $45,000 plus interest and costs. The Company has retained legal counsel for guidance in this matter. The amount is recorded in accounts payable as of March 31, 2023.

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Note 8 – Debt

Notes Payable

Notes payable were assumed in the Merger (for further discussion, see Note 1 - “Overview” to the consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K) and are due in aggregate monthly installments of approximately $5,800 and carry an interest rate of 5%. Each note originally had a maturity date of August 1, 2019. The Company finalized an eighteen-month extension to March 1, 2021. The promissory notes have an aggregate outstanding balance of approximately $69,000 at March 31, 2023 and December 31, 2022. The Company has not made payments on these notes since February 10, 2020, due to the Company’s lack of working capital. On April 19, 2022, the Company entered into a promissory note modification agreement with the Lender extending the maturity date of the notes to April 1, 2024. The modification agreement also reduces the interest rate from 5% to 3% and requires a monthly payment of $1,000 per month with a balloon payment at the end of the modified term.

On June 9, 2022, the Company entered into a securities purchase agreement for a total of $272,500 with two accredited investors. The notes issued are convertible into common stock at a 65% discount to the lowest trading price in the 20-day period prior to conversion. The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company had the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid.

The Company also issued a promissory note for $100,000, on June 9, 2022, to another accredited investor. This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the Volume Average Weighted Price (“VWAP”) of the five (5) days prior to conversion.

On August 8, 2022, the Company entered into a securities purchase agreement for a total of $65,000 with an accredited investor. The note issued is convertible into common stock at a 65% discount to the lowest trading price in the 20-day period prior to conversion. The note bears interest at 10% and is due one year from issuance. For the first six (6) months, the Company had the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid.

On February 28, 2023, the Company entered into a securities purchase agreement for a total of $150,000 with an accredited investor. The note issued is convertible into common stock at a 65% discount to the lowest trading price in the 20-day period prior to conversion. The note bears interest at 10% and is due one year from issuance. For the first six months, the Company has the right to prepay the note at a premium of between 25% and 40% depending on when it is repaid.

The embedded features in the June 2022, August 2022, and February 2023 convertible notes were analyzed under ASC 815 to determine if they required bifurcation as derivative instruments. To be a derivative, one of the criteria is that the embedded component must be net-settleable. While the Company’s Common Stock was traded on an exchange at the time of the transaction, the underlying shares are not readily convertible into cash since there is insufficient daily trading volume for the holders to convert the convertible notes into Common Stock without significantly affecting the share price. Accordingly, the embedded derivatives, including the embedded conversion feature, did not meet the definition of a derivative, and therefore, did not require bifurcation from the host instrument. Certain default put provisions, including a default put and default interest, were not considered to be clearly and closely related to the host instrument but the Company concluded that the value of these provisions was de minimus at inception. The Company will reconsider the value of these provisions each reporting period to determine if the value becomes material to the financial statements.

Note 9 – Acquisitions

The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets.

If an acquisition is determined to be a business combination as indicated in ASC 805, Business Combinations, the assets acquired, and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. The Company recognizes and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired.

If an acquisition is determined to be an asset acquisition, the Company accounts for the transaction under ASC 805-50, which requires the cost of the asset acquisition, including transaction costs, to be allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Assets acquired as part of an asset acquisition that are considered to be in-process research and development (IPR&D) are immediately expensed unless there is an alternative future use in other research and development projects. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values (excluding non-qualifying assets). If the cost of the asset acquisition is less than the fair value of the net assets acquired, no gain is recognized in earnings.

Contingent consideration payments in asset acquisitions are recognized when the contingency is resolved and the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets.

On September 7, 2022, the Company acquired all of the membership interests, with Common Stock, of Jantibody LLC (“Jantibody”), a Nevada limited liability company. Jantibody is focused on the development of novel proprietary immunotherapies targeted towards ovarian cancer, pancreatic cancer, and mesothelioma. Prior to the acquisition, Michael Yurkowsky, CEO, had approximately 17.5% ownership interest in Jantibody.

Pursuant to the Jantibody Agreement, the Company issued the equity holders of Jantibody an aggregate of 52,023 shares of the Company’s common stock which represented 15% of the Company’s common stock on a fully diluted basis at the time of the transaction. In addition, for every share of the Company’s common stock issued as a result of the future conversion of the Company’s dilutive instruments, including Series A preferred stock, warrants, stock options, and convertible notes, the Jantibody members will receive 15% of the aggregate number of shares issued (the “Anti-Dilution” shares). The Anti-Dilution shares will be issued before the end of each fiscal quarter.

The Company has agreed to issue the Jantibody holders an additional 2.0% of the Company’s common stock then outstanding upon the enrollment of the first patient in a Phase I FDA trial and additional 3.0% of the Company’s then outstanding common stock on a fully diluted basis upon the enrollment of the first patient in a Phase [III] FDA trial. The Company determined the contingent consideration was not subject to derivative accounting and will be recognized when the contingency is resolved, and the consideration is paid or becomes payable as outlined in ASC 450, Contingencies.

The Company determined this transaction represented an asset acquisition as defined by ASC 805, Business Combinations, as substantially all of the value was in a single in-process research and development (“IPR&D”) group, which included the small molecule drug CXCR4 inhibitor, AMD3100, and/or checkpoint inhibitors (CPI) for anti-cancer immune modulation. As a result, the consideration transferred was allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their relative fair values resulting in approximately $1,240,000 being assigned to the IPR&D asset and approximately $1,000,000 to assumed liabilities. The liabilities assumed were current accounts payable and as such were recorded a book value.

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The purchase price of approximately $247,000 represented 52,023 shares of the Company’s common stock, 344,159 Anti-Dilution shares, and direct transaction costs of $21,600. The purchase price was allocated, on a relative fair value basis, to the acquired intellectual property, and the acquired net assets as follows:

Consideration:
Common stock	$	29,557
Common stock (anti-dilution shares, to be issued – included in other current liabilities)		195,532
Direct transaction costs		21,600
Total costs of the asset acquisition	$	246,689
Assets acquired
Cash	$	469
Liabilities assumed – legal and administrative costs		(999,728	)
Intangible assets: IPR&D		1,245,948
Net identifiable assets acquired	$	246,689

The IPR&D had not yet reached technological feasibility and had no alternative future use; thus, the purchased IPR&D asset and related costs were expensed immediately subsequent to the acquisition within the consolidated statements of operations.

On December 22, 2022, the Company acquired a 100% interest, with Common Stock, in Scion Solutions, LLC (“Scion”). Scion is a life sciences company that has developed a new technology in regenerative medicine specifically for limb salvage. Their proprietary product SkinDisc (patent pending) is a combination of stem cells and several other molecular components that stimulate tissue regeneration. Prior to the acquisition, Tanya Rhodes, CSO, had approximately 33.3% ownership interest in Scion.

Pursuant to the terms of the Scion Agreement, the Company issued the equity holders of Scion an aggregate of 123,153 shares of the Company’s common stock. In addition, for every share of the Company’s common stock issued within 18-months of the Effective Date of the transaction, as a result of the future conversion of the Company’s dilutive instruments, including Series A preferred stock, warrants, stock options, and convertible notes, the Scion members will receive 20% of the aggregate number of shares issued (the “Anti-Dilution” shares). The Anti-Dilution shares will be issued before the end of each fiscal quarter.

In addition, the former shareholders of Scion are eligible to receive Performance Payments consisting of the following:

Performance Milestone	Performance Payment
Qualified Funding/Uplifting of H-Cyte	$	45,000
1-Year Anniversary of Uplifting of H-Cyte	$	75,000
2-Year Anniversary of Uplifting of H-Cyte	$	120,000
Initiation of SkinDisc Study	$	50,000
Receipt of De Novo or any other approval/clearance that would allow SkinDisc to go to market	$	100,000
Submission for specific and individual reimbursement codes relating to SkinDisc	$	25,000
Receipt of specific and individual reimbursement codes relating to SkinDisc	$	50,000
Completion of SkinDisc Study	$	50,000
Launch of any additional SkinDisc product line extension (e.g., SkinDisc Lite)*	$	100,000
Annual net sales from SkinDisc (including SkinDisc extensions) (2023 and each subsequent calendar year)*		Greater of (i) 4% of net revenues from SkinDisc (including SkinDisc line extensions) during such calendar year and (ii) $50,000
Cumulative net sales from SkinDisc (including SkinDisc extensions) of $600,000	$	200,000
Cumulative net sales from SkinDisc (including SkinDisc extension) of $2,000,000	$	150,000
Cumulative net sales from SkinDisc (including SkinDisc extension) of $4,000,000	$	300,000
Net sales from SkinDisc (including SkinDisc extensions) of $6,000,000 during any single calendar year*	$	300,000

Substantially all of the value acquired was concentrated in a single in-process research and development (“IPRD”) asset, which included license rights, clinical trial data, clinical trial development plans, research and development materials, formulations and intellectual property related to SkinDisc. There was no workforce, and no outputs were present. Accordingly, the acquired set of assets and activities did not meet the definition of a business as defined by ASC 805, Business Combinations and was considered an asset acquisition. In an asset acquisition, the consideration transferred is allocated to identifiable tangible and intangible assets acquired and liabilities assumed based on their relative fair values. In the Scion acquisition, the only asset or liability acquired was IPR&D. As a result, the consideration transferred was recorded fully to the IPR&D asset.

In an asset acquisition, cash-settled contingent consideration is measured when probable and estimable, unless the contingent consideration falls under the guidance of ASC 815. The Company determined the contingent consideration was not subject to ASC 815 and thus, the performance payments which were estimable and probable (i.e., more than 50% likely to occur) were recorded on the acquisition date. The fair value was estimated based on a probability weighting of the present value of cash flows over the expected time period until payment, using a credit-risk adjusted interest rate. Each reporting period, the Company will determine if the performance payments are estimable and probable and will record them as a liability at that time.

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The purchase price was allocated, as follows:

Consideration:
Common stock	$	54,070
Anti-Dilution share liability		305,998
Contingent Performance payment liability		417,850
Direct transaction costs		14,338
Total costs of the asset acquisition	$	792,256

The common stock value was recorded as equity. The remaining consideration was recorded as IPR&D, since the SkinDisc technology was still in the research and development stage and had no alternative future use. The purchased IPR&D asset of $792,256 was expensed immediately subsequent to the acquisition within our consolidated statements of operations.

Note 10- Common Stock Warrants

A summary of the Company’s warrant issuance activity and related information for the three months ended March 31, 2023 and 2022 is as follows:

	Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life
Outstanding at December 31, 2021		406,301		$	35.00			8.17
Expired		(20,411	)		33.00			-
Exercised		(83,579	)		10.00			-
Granted		84,579			10.00			4.88
Outstanding and exercisable at March 31, 2022		386,890		$	20.00			7.57
Outstanding at December 31, 2022		447,967		$	10.90			6.65
Expired		(787	)		(489.80	)		-
Granted		42,500			2.00			4.92
Outstanding and exercisable at March 31, 2023		489,680		$	9.35			6.21

The fair value of all warrants issued are determined by using the Black-Scholes valuation technique. The inputs used in the Black-Scholes valuation technique to value each of the warrants as of their respective issue dates are as follows:

Event Description	Date	Number of Warrants		H-CYTE Stock Price		Exercise Price of Warrant		Grant Date Fair Value		Life of Warrant	Risk Free Rate of Return (%)		Annualized Volatility Rate (%)
Granted for inducement agreement	1/19/2022		3,732	$	63.25	$	14.00	$	62.00	5 years		1.62		187.79
Granted for inducement agreement	1/20/2022		372	$	64.50	$	14.00	$	64.00	5 years		1.62		187.85
Granted for inducement agreement	1/20/2022		187	$	64.50	$	14.00	$	64.00	5 years		1.62		187.85
Granted for inducement agreement	1/24/2022		374	$	48.00	$	14.00	$	47.00	5 years		1.53		188.01
Granted for inducement agreement	1/25/2022		3,744	$	49.10	$	14.00	$	48.00	5 years		1.56		188.00
Granted for inducement agreement	2/02/2022		3,741	$	44.55	$	14.00	$	44.00	5 years		1.60		188.25
Granted for inducement agreement	2/04/2022		6,935	$	44.38	$	14.00	$	43.00	5 years		1.78		188.33
Granted for inducement agreement	2/04/2022		13,870	$	44.38	$	14.00	$	43.00	5 years		1.78		188.33
Granted for services provided	2/09/2022		1,000	$	32.00	$	14.00	$	31.00	5 years		1.82		188.69
Granted for inducement agreement	2/22/2022		41,609	$	32.88	$	14.00	$	32.00	5 years		1.85		188.59
Granted for inducement agreement	2/22/2022		693	$	32.88	$	14.00	$	32.00	5 years		1.85		188.59
Granted for inducement agreement	3/21/2022		8,322	$	28.00	$	14.00	$	27.00	5 years		2.33		194.01
Granted for securities purchase agreement	9/27/2022		56,250	$	6.00	$	2.50	$	5.94	5 years		4.21		213.54
Granted for securities purchase agreement	11/14/2022		7,500	$	5.75	$	2.50	$	5.69	5 years		4.00		213.28
Granted for convertible note agreement	2/21/2023		30,000	$	1.60	$	2.00	$	1.57	5 years		4.16		211.43
Granted for convertible note agreement	3/27/2023		10,000	$	1.70	$	2.00	$	1.68	5 years		3.59		218.15
Granted for convertible note agreement	3/28/2023		2,500	$	1.60	$	2.00	$	1.58	5 years		3.63		218.17

The fair value of warrants issued during the three months ended March 31, 2023, totaled approximately $68,000. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Note 11 - Subsequent Events

On April 12, 2023, the Company and an additional investor entered into the SPA, whereby the Company sold and issued thirty five thousand dollars ($35,000) of the Company’s Notes. In connection with the aforementioned Notes, the Company also issued to the investors a warrant to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20% of the shares of Common Stock issuable upon conversion of the Note, based on a price of $2.00 per share. These warrants have a term of five (5) years, with an exercise price of $2.00 per share. The note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto appearing in Part I, Item 1 of this Quarterly Report. Historical results and trends that might appear in this Quarterly Report should not be interpreted as being indicative of future operations.

Overview

H-CYTE, Inc (“the Company”) has evolved from focusing on treating chronic lung conditions after the closure of its lung treatment clinics due to COVID-19. The Company is currently focusing on acquiring and developing early-stage companies or their technologies in the areas of therapeutics, medical devices, and diagnostics. The goal is to develop these companies and incubate their technologies to meaningful clinical inflection points.

On June 3, 2022, the Company closed its clinic in Scottsdale, Arizona. The Company has now closed all of its clinical operations in the autologous infusion therapy business which delivered treatments for patients with chronic respiratory and pulmonary disorders. The Company will continue to pursue Food and Drug Administration (“FDA”) approval of the device that was utilized in the treatment provided at the clinics. The Company also has a continued interest in the commercialization of the DenerveX device through a joint venture. The Company has implemented the transition into a biologics and therapeutic device incubator company to bring new technologies to market.

The consolidated results for H-CYTE include the following wholly-owned subsidiaries: H-CYTE Management, LLC, Medovex Corp, Cognitive Health Institute, LLC, and Lung Institute Tampa, LLC and the results include Lung Institute Dallas, LLC (“LI Dallas”), Lung Institute Nashville, LLC (“LI Nashville”), Lung Institute Pittsburgh, LLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as Variable Interest Entities (“VIEs”). Additionally, H-CYTE Management, LLC was the operator and manager of the various Lung Health Institute (LHI) clinics: LI Dallas, LI Nashville, LI Pittsburgh, and LI Scottsdale. The LI Dallas and LI Pittsburgh clinics did not reopen in 2020 after the temporary closure of all LI clinics due to COVID-19. During the first quarter of 2022, the Company decided to close the LI Tampa and LI Nashville clinics. During the second quarter of 2022, the Company closed the LI Scottsdale clinic. All LHI clinics are closed as of March 31, 2023.

As of March 31, 2023, the Company has closed all of the LHI clinics and has moved away from the Infusion Division as part of its future plans. The Company has transformed into a medical biosciences incubator focusing on bringing new biologics and therapeutic device technologies to market for various health conditions.

Critical Accounting Policies and Estimates

The Company’s discussion and analysis of its financial condition and results of operations are based on its consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods.

The Company bases our estimates on historical experience and on various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Results of Operations - Three months Ended March 31, 2023 and 2022

Revenue, Cost of Sales and Gross Profit

The Company recorded revenue of approximately $0 and $380,000 for the three months ended March 31, 2023 and 2022, respectively.

For the three months ended March 31, 2023 and 2022, the Company generated a gross profit totaling approximately $0 and $293,000, respectively. The Company has closed all of the LHI Clinics, which was the Company’s only source of revenue. The Company has transformed itself into a biologics and therapeutic device incubator company to bring new technologies to market.

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Operating Expenses

Salaries and Related Costs

For the three months ended March 31, 2023 and 2022, the Company incurred approximately $165,000 and $347,000 in salaries and related costs, respectively. The decrease in salaries and related costs for the three months ended March 31, 2023, as compared to the prior year, is due to the adjustments to the Company’s corporate structure by reducing expenses as part of the transition into a biologics and therapeutic incubator company to bring new technologies to market. As of March 31, 2023, due to lack of financial resources, the Company has incurred $340,000 in unpaid salaries and wages.

Other General and Administrative

For the three months ended March 31, 2023 and 2022, the Company incurred approximately, $214,000 and $510,000, in other general and administrative costs, respectively. The Company adjusted its corporate structure by reducing expenses as part of the transition into a biologics and therapeutic incubator company to bring new technologies to market.

Other Income/Expense

For the three months ended March 31, 2023 and 2022, the Company incurred approximately $1,522,000 and $0 in day one loss expense related to the convertible notes payable carried at fair value.

For the three months ended March 31, 2023 and 2022, interest expense was approximately $150,000 and $72,000 respectively.

For the three months ended March 31, 2023 and 2022, the Company incurred approximately $0 and $3,025,000 in inducement expense related to the warrant inducement.

Funding Requirements

The Company has historically incurred losses from operations and expects to continue to generate negative cash flows as the Company implements its business plan to focus on acquiring and developing early-stage companies or their technologies in the areas of therapeutics, medical devices, and diagnostics. The Company will need to raise cash from debt and equity offerings to continue its operations. There can be no assurance that the Company will be successful in doing so.

Liquidity, Going Concern, and Sources of Liquidity

The Company incurred net losses of approximately $2,090,000 and $3,892,000 for the three months ended March 31, 2023 and 2022, respectively. The Company has historically incurred losses from operations and expects to continue to generate negative cash flows as it implements the transition into a biologics and therapeutic incubator company to bring new technologies to market. The consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) as applicable to a going concern.

The Company had cash on hand of approximately $116,000 as of March 31, 2023 and approximately $4,000 as of May 19, 2023. The Company’s cash is insufficient to fund its operations over the next year and the Company is currently working to obtain additional debt or equity financing to help support short-term working capital needs.

There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. If the Company is unable to fund its operations from existing cash on hand, operating cash flows, additional borrowings, or raising equity capital, the Company may be forced to discontinue operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

On February 24, 2023, the Company and certain investors entered into Securities Purchase Agreements (the “SPA”), whereby the Company sold and issued to the certain investors an aggregate of three hundred thousand dollars ($300,000) of the Company’s convertible promissory notes (the “Note” or “Notes”), which are convertible into the Company’s Common Stock, $0.001 par value (“Common Stock”). In connection with the aforementioned Notes, the Company also issued to the investors a warrant to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20% of the shares of Common Stock issuable upon conversion of the Note, based on a price of $2.00 per share. These warrants have a term of five (5) years, with an exercise price of $2.00 per share. Unless the Company chooses to terminate earlier, the offering and the sale of the Notes shall terminate on the sooner of the sale of the maximum offering amount or April 30, 2023. However, the Company has the option to extend this offering to June 30, 2023.

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The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

Further, in connection with the February 2023 SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company, dated February 24, 2023. The Company issued Warrants to purchase an aggregate of 30,000 shares of Common Stock. The exercise price per share of the Common Stock under this Warrant is $2.00.

On February 28, 2023, the Company entered into a securities purchase agreement for a total of $150,000 with an accredited investor. The note issued is convertible into common stock at a 65% discount to the lowest trading price in the 20-day period prior to conversion. The note bears interest at 10% and is due one year from issuance. For the first six months, the Company has the right to prepay the note at a premium of between 25% and 40% depending on when it is repaid.

On March 27, 2023, the Company and three related party investors entered into Securities Purchase Agreements (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of one hundred twenty five thousand dollars ($125,000) of the Company’s convertible promissory notes (the “Note” or “Notes”), which are convertible into the Company’s Common Stock, $0.001 par value (“Common Stock”). On April 12, 2023, the Company and an additional investor entered into the SPA, whereby, the Company sold and issued an aggregate of thirty five thousand dollars ($35,000) of the Company’s Notes. In connection with the aforementioned Notes, the Company also issued to the investors warrants to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20% of the shares of Common Stock issuable upon conversion of the Note, based on a price of $2.00 per share. These warrants have a term of five (5) years, with an exercise price of $2.00 per share. Unless the Company chooses to terminate earlier, the offering and the sale of the Notes shall terminate on the sooner of the sale of the maximum offering amount or April 30, 2023. However, the Company has the option to extend this offering to June 30, 2023.

The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

Further, in connection with the March 2023 and April 2023 SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company. The Company issued Warrants to purchase an aggregate of 12,500 shares of Common Stock. The exercise price per share of the Common Stock under this Warrant is $2.00.

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Cash activity for the three months ended March 31, 2023 and December 31, 2022 is summarized as follows:

Working Capital Deficit

	As Of
	March 31, 2023			December 31, 2022
Current Assets	$	303,297		$	83,845
Current Liabilities		9,659,963			7,476,893
Working Capital Deficit	$	(9,356,666	)	$	(7,393,048	)

Cash Flows

Cash activity for the three months ended March 31, 2023 and 2022 is summarized as follows:

	Three months Ended March 31,
	2023			2022
Cash used in operating activities	$	(361,993	)	$	(884,259	)
Cash provided by financing activities		478,004			1,130,371
Net increase (decrease) in cash	$	116,011		$	246,112

As of March 31, 2023, the Company had approximately $116,000 of cash on hand.

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Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4) during the periods presented, investments in special-purpose entities or undisclosed borrowings or debt. Additionally, we are not a party to any derivative contracts or synthetic leases.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal accounting officer, as appropriate to allow timely decisions regarding disclosure.

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of March 31, 2023. In designing and evaluating the Company’s disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives, and the Company necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2023, due to the lack of working capital, the Company’s disclosure controls and procedures were not as effective as desired because of the material weakness in our internal control over financial reporting as discussed below, and as a result, the Company engaged consultants, implemented a number of new entity and process level controls and installed a new accounting software system to help mitigate this material weakness.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of March 31, 2023, we determined that internal control deficiencies relating to a lack of segregation of duties and knowledge related to more complex accounting transactions still exist. Management believes these deficiencies mainly relate to the Company employing a limited number of accounting and finance personnel. The aggregation of these deficiencies is considered to be a material weakness in internal control over financial reporting.

In light of the conclusion that our disclosure controls and procedures were ineffective as of March 31, 2023, we have applied additional procedures and processes as necessary to ensure the reliability of our financial reporting in regard to this quarterly report. Accordingly, the Company believes, based on its knowledge, that: (i) this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading with respect to the period covered by this report; and (ii) the financial statements, and other financial information included in this quarterly report, fairly present in all material respects our financial condition, results of operations and cash flows as of and for the periods presented in this quarterly report.

23

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is involved in a lawsuit with Sinclair Broadcast Group, Inc. (“Sinclair”) which was filed on September 8, 2020, in the Circuit Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. Sinclair has obtained a legal judgment for breach of contract for advertising services in the amount of approximately $75,000 plus interest and costs. The Company has retained legal counsel for guidance in this matter. The amount is recorded in accounts payable as of March 31, 2023.

The Company is involved in a lawsuit with ITN Networks, LLC (“ITN”) which was filed on July 22, 2021, in the Circuit Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. ITN has obtained a legal judgment for breach of contract for advertising services in the amount of approximately $45,000 plus interest and costs. The Company has retained legal counsel for guidance in this matter. The amount is recorded in accounts payable as of March 31, 2023.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by 17 CFR 229.10(f)(1). Thus, we are not required to provide information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS.

The exhibits listed in the accompanying Exhibit Index are filed, furnished or incorporated by reference as part of this Quarterly Report on Form 10-Q.

24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 22, 2023

H-CYTE, INC
By:	/s/ Michael Yurkowsky
	Michael Yurkowsky
	Chief Executive Officer (Principal Executive Officer)
By:	/s/ Jeremy Daniel
	Jeremy Daniel
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

25

EXHIBIT INDEX

31.1	Section 302 Certification of Principal Executive Officer*
31.2	Section 302 Certification of Principal Financial Officer*
32.1	Section 906 Certification of Principal Executive Officer and Principal Financial Officer***
101.INS	Inline XBRL Instance Document **
101.SCH	Inline XBRL Taxonomy Extension Schema Document **
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document **
101.LAB	Inline XBRL Taxonomy Labels Linkbase Document **
101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document **
101.DEF	Inline XBRL Definition Linkbase Document **
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.
**	Pursuant to Rule 406T of Regulation S-T adopted by the SEC, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections.
***	This certification is being furnished solely to accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, and it is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

26

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934

I, Michael Yurkowsky, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2023 of H-CYTE, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 22, 2023	/s/ Michael Yurkowsky
	Michael Yurkowsky
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934

I, Jeremy Daniel, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2023 of H-CYTE, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 22, 2023	/s/ Jeremy Daniel
	Jeremy Daniel,
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(b) UNDER

THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 1350 OF

CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

Each of the undersigned, Michael Yurkowsky and Jeremy Daniel, certifies pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, that (1) this quarterly report on Form 10-Q for the quarter ended March 31, 2023, of H-CYTE, Inc. (the “Company”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and (2) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 22, 2023

/s/ Michael Yurkowsky

Michael Yurkowsky

Chief Executive Officer

/s/ Jeremy Daniel

Jeremy Daniel,

Chief Financial Officer

XML

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 19, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-36763
Entity Registrant Name	H-CYTE, INC
Entity Central Index Key	0001591165
Entity Tax Identification Number	46-3312262
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2202 N. West Shore Blvd
Entity Address, Address Line Two	Ste 200
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33607
City Area Code	(844)
Local Phone Number	633-6839
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	HCYT
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		628,121

XML

Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 116,011
Patient financing receivable, current portion	17,124	29,464
Prepaid expenses	170,162	54,381
Total Current Assets	303,297	83,845
Property and equipment, net	18,771	20,394
Patient financing receivable, net of current portion	5,894	14,436
Other assets	21,393	18,682
Total assets	349,355	137,357
Current Liabilities
Accounts payable	1,044,972	971,492
Accrued liabilities	1,450,373	1,418,368
Other current liabilities	242,519	139,330
Notes payable, current portion	122,472	104,468
Convertible notes payable carried at fair value, related parties	1,219,533
Convertible notes payable carried at fair value	656,671
Lease liability, current portion	38,276	63,291
Anti-dilution share contingent consideration liability	501,531	501,531
Total Current Liabilities	9,659,963	7,476,893
Long-term Liabilities
Royalty liability	1,697,000	1,697,000
Milestone payment contingent consideration liability	320,850	320,850
Total Long-term Liabilities	2,017,850	2,017,850
Total Liabilities	11,677,813	9,494,743
Stockholders’ Equity (Deficit)
Preferred Stock - $.001 par value: 1,000,000,000 shares authorized; Series A Preferred Stock - $.001 par value: 800,000,000 shares authorized, 438,776,170 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.	438,773	438,773
Common stock - $.001 par value: 500,000,000 shares authorized, 628,121 and 618,506 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.	628	618
Additional paid-in capital	49,650,254	49,531,216
Accumulated deficit	(61,418,113)	(59,327,993)
Total Stockholders’ Deficit	(11,328,458)	(9,357,386)
Total Liabilities and Stockholders’ Deficit	349,355	137,357
Related Party [Member]
Current Liabilities
Convertible notes payable	3,325,000	3,325,000
Interest payable	474,001	400,042
Nonrelated Party [Member]
Current Liabilities
Convertible notes payable	455,095	430,095
Interest payable	$ 129,520	$ 123,276

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	628,121	618,506
Common stock, shares outstanding	628,121	618,506
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	800,000,000	800,000,000
Preferred stock, shares issued	438,776,170	438,776,170
Preferred stock, shares outstanding	438,776,170	438,776,170

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenues		$ 379,560
Cost of Sales		(86,505)
Gross Profit		293,055
Operating Expenses
Salaries and related costs	165,257	347,219
Share based compensation	41,228	226,079
Other general and administrative	214,199	509,911
Total Operating Expenses	420,684	1,083,209
Operating Loss	(420,684)	(790,154)
Other Expense
Day one loss on convertible notes carried at fair value	(1,521,768)
Gain on convertible notes carried at fair value	2,744
Inducement expense		(3,024,872)
Interest expense	(150,213)	(72,352)
Other expense	(199)	(4,405)
Total Other Expense	(1,669,436)	(3,101,629)
Net Loss	(2,090,120)	(3,891,783)
Net Loss attributable to common stockholders	$ (2,090,120)	$ (3,891,783)
Loss per share - Basic and Diluted	$ (3.38)	$ (23.01)
Weighted average outstanding shares - basic and diluted	618,875	169,155

XML

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Series A Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 501,887	$ 164,199	$ 43,700,084	$ (49,028,413)	$ (4,662,243)
Balance, shares at Dec. 31, 2021	501,887,534	166,394
Conversion of Series A Preferred Stock to Common Stock	$ (3,658)	$ 3,658
Conversion of Series A Preferred Stock to Common Stock, shares	(3,657,730)	3,658
Inducement expense			3,024,872		3,024,872
Conversion of warrants to Common Stock		$ 83,580	1,086,530		1,170,110
Conversion of warrants to Common Stock, shares		83,579
Share based compensation			226,079		226,079
Net loss				(3,891,783)	(3,891,783)
Balance at Mar. 31, 2022	$ 498,229	$ 251,437	48,037,565	(52,920,196)	(4,132,965)
Balance, shares at Mar. 31, 2022	498,229,804	253,631
Balance at Dec. 31, 2022	$ 438,773	$ 618	49,531,216	(59,327,993)	(9,357,386)
Balance, shares at Dec. 31, 2022	438,776,170	618,506
Share based compensation			41,228		41,228
Net loss				(2,090,120)	(2,090,120)
Issuance of warrants pursuant to convertible notes payable			67,820		67,820
Conversion of convertible notes payable to Common Stock		$ 10	9,990		10,000
Conversion of convertible notes payable to Common Stock, shares		9,615
Balance at Mar. 31, 2023	$ 438,773	$ 628	$ 49,650,254	$ (61,418,113)	$ (11,328,458)
Balance, shares at Mar. 31, 2023	438,776,170	628,121

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities
Net loss	$ (2,090,120)	$ (3,891,783)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,623	3,177
Inducement expense		3,024,872
Share based compensation expense	41,228	226,079
Day one loss on convertible notes carried at fair value	1,521,768
Gain on convertible notes carried at fair value	(2,744)
Bad debt expense	17,320
Changes in operating assets and liabilities:
Accounts receivable		6,262
Patient financing receivable	3,562	(13,756)
Other assets	(2,711)	(3,831)
Prepaid expenses	(115,781)	(148,334)
Accounts payable	73,480	94,913
Accrued liabilities	32,005	(14,427)
Other current liabilities	78,174	111,324
Deferred revenue		(353,098)
Interest payable, related parties	73,959	39,937
Interest payable	6,244	34,406
Net Cash Used in Operating Activities	(361,993)	(884,259)
Cash Flows from Financing Activities
Proceeds from notes payable	18,004
Proceeds from convertible note payable	150,000
Payment on convertible note payable	(115,000)
Proceeds from convertible notes payable carried at fair value, related parties	275,000
Proceeds from convertible notes payable carried at fair value	150,000
Proceeds from warrants exercise related to inducement		1,170,110
Payment on PPP Loan		(39,739)
Net Cash Provided by Financing Activities	478,004	1,130,371
Net Change in Cash	116,011	246,112
Cash - Beginning of period		95,172
Cash - End of period	116,011	341,284
Supplementary Cash Flow Information
Cash paid for interest	70,010	1,378
Non Cash Investing & Financing Activity
Conversion of Series A Preferred Stock to Common Stock		3,658
Issuance of warrants pursuant to inducement agreements		2,993,872
Issuance of warrants for services rendered		31,000
Conversion of convertible notes payable to Common Stock	10,000
Issuance of warrants pursuant to convertible notes payable-related parties	44,255
Issuance of warrants pursuant to convertible notes payable	$ 23,565

XML

DESCRIPTION OF THE COMPANY

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

DESCRIPTION OF THE COMPANY

Note 1 - Description of the Company

H-CYTE, Inc (“the Company”) has evolved from focusing on treating chronic lung conditions after the closure of its lung treatment clinics due to COVID-19. The Company is currently focusing on acquiring and developing early-stage companies or their technologies in the areas of therapeutics, medical devices, and diagnostics. The goal is to develop these companies and incubate their technologies to meaningful clinical inflection points.

On June 3, 2022, the Company closed its clinic in Scottsdale, Arizona. The Company has now closed all of its clinical operations in the autologous infusion therapy business which delivered treatments for patients with chronic respiratory and pulmonary disorders. The Company will continue to pursue Food and Drug Administration (“FDA”) approval of the device that was utilized in the treatment provided at the clinics. The Company also has a continued interest in the commercialization of the DenerveX device through a joint venture. The Company has implemented the transition into a biologics and therapeutic device incubator company to bring new technologies to market.

The consolidated results for H-CYTE include the following wholly-owned subsidiaries: H-CYTE Management, LLC, Medovex Corp, Cognitive Health Institute, LLC, and Lung Institute Tampa, LLC and the results include Lung Institute Dallas, LLC (“LI Dallas”), Lung Institute Nashville, LLC (“LI Nashville”), Lung Institute Pittsburgh, LLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as Variable Interest Entities (“VIEs”). Additionally, H-CYTE Management, LLC was the operator and manager of the various Lung Health Institute (LHI) clinics: LI Dallas, LI Nashville, LI Pittsburgh, and LI Scottsdale. The LI Dallas and LI Pittsburgh clinics did not reopen in 2020 after the temporary closure of all LI clinics due to COVID-19. During the first quarter of 2022, the Company decided to close the LI Tampa and LI Nashville clinics. During the second quarter of 2022, the Company closed the LI Scottsdale clinic. All LHI clinics are closed as of March 31, 2023. The Company leases a shared office space for its corporate address as the Company’s employees continue to work remotely.

On June 10, 2022, the Company amended (the “Amendment”) its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split (the “Reverse Split”) of its common stock. The Reverse Split was approved by FINRA on June 10, 2022 and effectuated on June 13, 2022. Pursuant to the Amendment, the Company also reduced the authorized shares of common stock to 500,000,000. As a result of the Reverse Split, as of March 31, 2023, the Company has 628,121 shares of common stock outstanding and 438,776,170 shares of Series A Preferred Stock outstanding. As a result of the Reverse Stock Split, the Series A Preferred Stock conversion ratio is now one thousand shares of Series A Preferred Stock converts into one share of common stock. Accordingly, the 438,776,170 outstanding shares of Series A Preferred Stock are now convertible into an aggregate of 438,776 shares of common stock.

On September 7, 2022, the Company acquired all of the membership interests, with common stock, of Jantibody LLC (“Jantibody”), a Nevada limited liability company. Jantibody is focused on the development of novel proprietary immunotherapies targeted towards ovarian cancer, pancreatic cancer, and mesothelioma (see Note 9).

On December 22, 2022, the Company acquired all the membership interests, with common stock, in Scion Solutions, LLC (“Scion”). Scion is a life sciences company that has developed a new technology in regenerative medicine specifically for limb salvage. Their proprietary product SkinDisc (patent pending) is a combination of stem cells and several other molecular components that stimulate tissue regeneration (see Note 9).

XML

BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

BASIS OF PRESENTATION

Note 2 – Basis of presentation

The accompanying interim consolidated financial statements have been prepared based upon U.S. Securities and Exchange Commission rules that permit reduced disclosure for interim periods. Therefore, they do not include all information and footnote disclosures necessary for a complete presentation of the Company’s financial position, results of operations and cash flows, in conformity with generally accepted accounting principles. The Company filed audited consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021, which included all information and notes necessary for such complete presentation in conjunction with its 2022 Annual Report on Form 10-K.

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

The results of operations for the interim period ended March 31, 2023, are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022, which are contained in the Company’s 2022 Annual Report on Form 10-K. For further discussion refer to Note 2 – “Basis Of Presentation And Summary of Significant Accounting Policies” to the consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

XML

LIQUIDITY, GOING CONCERN AND SOURCES OF LIQUIDITY

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

LIQUIDITY, GOING CONCERN AND SOURCES OF LIQUIDITY

Note 3 – Liquidity, Going Concern and Sources of Liquidity

The Company incurred net losses of approximately $2,090,000 and $3,892,000 for the three months ended March 31, 2023 and 2022, respectively. The Company has historically incurred losses from operations and expects to continue to generate negative cash flows as it implements its plan around acquiring and developing early-stage companies or their technologies in the areas of therapeutics, medical devices, and diagnostics. The consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) as applicable to a going concern.

The Company had cash on hand of approximately $116,000 as of March 31, 2023 and approximately $4,000, as of May 19, 2023. The Company’s cash is insufficient to fund its operations over the next year and the Company is currently working to obtain additional debt or equity financing to help support short-term working capital needs.

There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. If the Company is unable to fund its operations from existing cash on hand, operating cash flows, additional borrowings, or raising equity capital, the Company may be forced to cease operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

On February 24, 2023, the Company and certain investors entered into Securities Purchase Agreements (the “SPA”), whereby the Company sold and issued to the certain investors an aggregate of three hundred thousand dollars ($300,000) of the Company’s convertible promissory notes (the “Note” or “Notes”), which are convertible into the Company’s Common Stock, $0.001 par value (“Common Stock”). In connection with the aforementioned Notes, the Company also issued to the investors a warrant to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20% of the shares of Common Stock issuable upon conversion of the Note, based on a price of $2.00 per share. These warrants have a term of five (5) years, with an exercise price of $2.00 per share. Unless the Company chooses to terminate earlier, the offering and the sale of the Notes shall terminate on the sooner of the sale of the maximum offering amount or April 30, 2023. However, the Company extended this offering to June 30, 2023, per terms of the agreement.

The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

Further, in connection with the SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company, dated February 24, 2023. The Company issued Warrants to purchase an aggregate of 30,000 shares of Common Stock. The exercise price per share of the Common Stock under these Warrants is $2.00.

On February 28, 2023, the Company entered into a securities purchase agreement for a total of $150,000 with an accredited investor. The note issued is convertible into common stock at a 65% discount to the lowest trading price in the 20-day period prior to conversion. The note bears interest at 10% and is due one year from issuance. For the first six months, the Company has the right to prepay the note at a premium of between 25% and 40% depending on when it is repaid.

On March 27, 2023, the Company and three related party investors entered into Securities Purchase Agreements (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of one hundred twenty five thousand dollars ($125,000) of the Company’s convertible promissory notes (the “Note” or “Notes”), which are convertible into the Company’s Common Stock, $0.001 par value (“Common Stock”). On April 12, 2023, the Company and an additional investor entered into the SPA, whereby, the Company sold and issued an aggregate of thirty five thousand dollars ($35,000) of the Company’s Notes. In connection with the aforementioned Notes, the Company also issued to the investors a warrant to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20% of the shares of Common Stock issuable upon conversion of the Note, based on a price of $2.00 per share. These warrants have a term of five (5) years, with an exercise price of $2.00 per share. Unless the Company chooses to terminate earlier, the offering and the sale of the Notes shall terminate on the sooner of the sale of the maximum offering amount or April 30, 2023. However, the Company extended this offering to June 30, 2023, per terms of the agreement.

The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

Further, in connection with the SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company. The Company issued Warrants to purchase an aggregate of 12,500 shares of Common Stock. The exercise price per share of the Common Stock under these Warrants is $2.00.

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FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2023

Investments, All Other Investments [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

Note 4 – Fair Value of Financial Instruments

The Company measures certain financial instruments and certain financial instruments with related parties at fair value on a recurring basis. The Company elected the fair value option of accounting for certain debt instruments. Under the fair value option, the financial instrument is initially measured at its issue date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis each reporting period with the resulting fair value adjustment recognized as other income (expense) in the consolidated statement of operations. As of March 31, 2023, the fair value of these instruments was as follows:

	Total		Level 1		Level 2		Level 3
Assets:	$	-	$	-	$	-	$	-
Liabilities:
Convertible Notes at fair value	$	1,876,204	$	-	$	-	$	1,876,204

The following is a reconciliation of the beginning and ending balances for the Convertible Notes measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2023:

Balance at December 31, 2022	$	--
Fair value of Convertible Notes issued		(1,878,948	)
Gain on change in fair value of Convertible Notes		2,744
Balance at March 31, 2023	$	(1,876,204	)

The estimated fair values reported utilize the Company’s common stock price along with certain Level 3 inputs, as discussed below, in the development of Monte Carlo simulation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models /analyses, including the Company’s common stock price, the Company’s dividend yield, risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price, the probability of a Qualified Offering, the estimated price of a Qualified Offering, and credit-risk adjusted discount rates. Changes in these assumptions can materially affect the estimated fair values.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2023

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

Note 5 – Related Party Transactions

Officers and Board Members and Related Expenses

On January 12, 2021, Mr. Raymond Monteleone was appointed as Chairman of the Board, Audit Committee Chair, and Compensation Committee Chair. There are understandings between the Company and Mr. Monteleone for him to receive $7,500 per month to serve on the Board of Directors and an additional $2,500 per quarter to serve as Chairman of the Board, Audit Committee Chair, and Compensation Committee Chair. Effective July 1, 2022, due to lack of working capital, Mr. Monteleone receives $3,750 per month to serve on the Board of Directors and to serve as Chairman of the Board, Audit Committee Chair, and Compensation Committee Chair. For the three months ended March 31, 2023 and 2022, the Company expensed $11,250 and $25,000, respectively, for board of director fees to Mr. Monteleone. Due to lack of financial resources, the Company has been unable to pay Mr. Monteleone for his services totaling $46,250, which is included in accounts payable as of March 31, 2023.

On January 12, 2021, Mr. William Horne stepped down as Chairman of the Board. Mr. Horne will remain a member of the Board. Mr. Horne agreed to continue to defer the $108,000 in base salary deferred by him in 2018 until such time as there is a positive cash flow to meet the Company’s financial obligations and then the Company and Mr. Horne will work together in good faith to negotiate a payment plan for such deferred salary. Effective December 1, 2021, Mr. Horne will receive $5,000 per month to serve on the Board of Directors. Effective July 1, 2022, due to lack of working capital, Mr. Horne receives $2,500 per month to serve on the Board of Directors. For the three months ended March 31, 2023 and 2022, the Company expensed approximately $7,500 and $20,000, respectively, in compensation and board of director fees to Mr. Horne. Due to lack of financial resources, the Company has been unable to pay Mr. Horne for his services totaling $25,000, which is included in accrued liabilities as of March 31, 2023.

Mr. Richard Rosenblum entered into an oral agreement with the Company effective January 17, 2022, in which Mr. Rosenblum will receive $5,000 per month to serve on the Board of Directors. Effective July 1, 2022, due to lack of working capital, Mr. Rosenblum receives $2,500 per month to serve on the Board of Directors. For the three months ended March 31, 2023 and 2022, the Company expensed $7,500 and $12,500, respectively, for board of director fees to Mr. Rosenblum. Due to lack of financial resources, the Company has been unable to pay Mr. Rosenblum for his services totaling $25,000, which is included in accrued liabilities as of March 31, 2023.

Mr. Matthew Anderer entered into an oral agreement with the Company effective January 17, 2022, in which Mr. Anderer will receive $5,000 per month to serve on the Board of Directors. Effective July 1, 2022, due to lack of working capital, Mr. Anderer receives $2,500 per month to serve on the Board of Directors. For the three months ended March 31, 2023 and 2022, the Company expensed $7,500 and $12,500, respectively, for board of director fees to Mr. Anderer. Due to lack of financial resources, the Company has been unable to pay Mr. Anderer for his services totaling $25,000, which is included in accrued liabilities as of March 31, 2023.

Debt and Other Obligations

Convertible Notes Payable

On April 1, 2021, the Company, entered into a Secured Convertible Note Purchase Agreement (the “April 2021 Note Purchase Agreement”) with five (5) related party investors (the “Holders”). Pursuant to the terms of the April 2021 Note Purchase Agreement, the Company sold promissory notes in the aggregate principal amount of $2,575,000 maturing on June 17, 2022 with an annual interest rate of 8%. The Notes are convertible into shares of Common Stock at a discount of 20% to the price paid for such New Securities in the next round of financing that meets the definition of Qualified Financing as defined in the April 2021 Note Purchase Agreement. The Notes are secured by the assets of the Company under a security agreement with the Holders. The lead investor of the April 2021 Note Purchase Agreement, FWHC Bridge, LLC, advanced $1,500,000 of the total amount to the Company. FWHC Bridge, LLC is an affiliated entity of FWHC, LLC, which is a principal stockholder and related party of the Company. An additional affiliate of FWHC, LLC provided an additional $25,000 as part of the April 2021 Note Purchase Agreement.

On October 14, 2021, the Company entered into the Second Closing Bring Down Agreement (the “October 2021 Note Purchase Agreement”) whereby the five (5) related party investors who had entered into the April 2021 Note Purchase Agreement purchased new notes in the Company in the aggregate principal amount of $750,000. The Notes are due and payable on June 17, 2022 and bear interest at an annual rate of 8%. The Notes are convertible into shares of Common Stock at a discount of 20% to the price paid for such New Securities in the next financing that meets the definition of a Qualified Financing as defined in the Note Purchase Agreement. The Notes are secured by all of the assets of the Company under a security agreement with the Holders. The lead investor of the October 2021 Note Purchase Agreement, FWHC Bridge, LLC, advanced $437,000 of the total amount to the Company. FWHC Bridge, LLC is an affiliated entity of FWHC, LLC, which is a principal stockholder and related party of the Company. An additional affiliate of FWHC, LLC provided an additional $7,000 as part of the October 2021 Note Purchase Agreement.

On February 22, 2022, the Company entered into a Debt Conversion Agreement (the “Amendment Agreement”) which i) provided for an additional round of convertible debt financing (“Tranche 2 Notes”) of up to $500,000 and ii) amended the conversion price on the convertible notes issued April 1, 2021 and October 8, 2021 (“Tranche 1 Notes”) from 80% of the price paid in a Qualified Financing (proceeds of at least $15 million), to the lesser of (x) $0.002 and (y) the price paid in a Qualified Financing (proceeds of at least $10 million). The Amendment Agreement also provides the following Milestone Payments:

1)	$1,000,000 after filing a premarket notification pursuant to Section 510(k) of the Food, Drug and Cosmetic Act, of its intent to market its PRP cellular therapy
2)	Following the closing of a Qualified Financing, 25% of all proceeds raised in excess of $10 million (not to exceed $1 million)

The Milestone Payments are not to exceed $2 million, and the Amendment Agreement also specifies that a Qualified Financing will not occur prior to the closing of the acquisition of Jantibody, LLC.

The Company evaluated the Amendment Agreement under ASC 470-50, “Debt – Modification and Extinguishment”, and concluded that probability of having to pay a Milestone payment was minimal and the change in the fair value of the conversion feature was not material. The Amendment did not cause a material change in cash flows so extinguishment accounting was not applicable.

On April 29, 2022, the Company entered into an Amended and Restated Note Conversion Agreement (the “Note Conversion Agreement”) with certain holders of its Tranche 1 Notes (i) providing for a conversion price equal to the lesser of (x) $0.002 per share (pre-split) and (y) the price per share paid by the investors in a Qualified Financing for such New Securities purchased for cash and not through conversion of Notes (as such terms are defined in the Note Conversion Agreement), in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, (ii) automatic conversion upon the occurrence of a Qualified Financing, and (iii) amendment of the maturity date from March 31, 2022 to June 17, 2022 (the “New Notes”). Upon the effective date of the Company’s 1,000-1 reverse split, the conversion price adjusted to the lesser of (a) the price in the Qualified Financing or (b) $2.00 per share. The New Notes also provided the investors with Royalty Payments equal to 15% of all net sales generated by the Company with respect to the sale of products or services associated with the 510(k) Notification related to the Company’s autologous cellular therapy (PRP-PBMC) to treat chronic lung disorder. The Royalty Payments are in lieu of the Milestone Payments but are perpetual and there is no limit to the aggregate amount of Royalty Payments that may be paid.

Due to changes in key provisions of the Tranche 1 Notes, the Company analyzed the before and after cash flows between the (i) fair value of the New Notes and (ii) reacquisition price of the Tranche 1 Notes prior to the (A) change in the maturity date from March 31, 2022 to June 17, 2022, (B) change in the conversion price to the lesser of (x) $2.00 and (y) the price paid in a Qualified Financing, and (C) the fair value of the potential Royalty Payments, to determine whether these changes resulted in a modification or extinguishment of the Tranche 1 Notes.

The Company used a discounted cash flow method with Monte Carlo Simulation to value the Royalty Payments. Future Royalty Payments were estimated based on management’s best estimate of future cash flows under various scenarios which were discounted to present value using a risk-adjusted rate of 70%.

Based on the before and after cash flows of each note, the change was considered significantly different. Consequently, the New Notes were accounted for as a debt extinguishment of the Tranche 1 Notes and a new debt issuance of the New Notes. The Company recorded a $2.2 million loss upon extinguishment of debt in the year ended December 31, 2022, which was comprised of the following:

Carrying value of Tranche 1 Notes	$	3,580,738
Less: Fair value of New Notes		(4,079,838	)
Less: Fair value of Royalty Payments		(1,697,000	)
Loss on Extinguishment	$	(2,196,100	)

The Note Conversion Agreement also provided for the consummation of a Tranche 2 Financing (the “Tranche 2 Notes”) subject to (i) the aggregate principal amount of indebtedness represented by the Tranche 2 Notes being capped at $500,000 and (ii) Tranche 2 Notes’ being an unsecured obligation of the Company and expressly subordinate in all respects to all indebtedness of the Company under the Notes and including language in which the holders of such Tranche 2 Notes acknowledge, confirm and agree to the foregoing subordination terms. Pursuant to the terms of the Note Conversion Agreement, the Investors have agreed not to sell any capital stock of the Company for a period of 12 months following the Qualified Financing. For the year ended December 31, 2022, approximately $499,000 of amortization of the debt premium is included in interest income. The Company is currently working with the noteholders on the extension of the maturity of the outstanding notes.

On February 24, 2023, the Company and certain investors entered into Securities Purchase Agreements (the “SPA”), whereby the Company sold and issued to the certain investors an aggregate of three hundred thousand dollars ($300,000) of the Company’s convertible promissory notes (the “Note” or “Notes”), which are convertible into the Company’s Common Stock, $0.001 par value (“Common Stock”). In connection with the aforementioned Notes, the Company also issued to the investors a warrant to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20% of the shares of Common Stock issuable upon conversion of the Note, based on a price of $2.00 per share. These warrants have a term of five (5) years, with an exercise price of $2.00 per share. Unless the Company chooses to terminate earlier, the offering and the sale of the Notes shall terminate on the sooner of the sale of the maximum offering amount or April 30, 2023. However, the Company extended this offering to June 30, 2023 per terms of the agreement.

The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

Further, in connection with the February 2023 SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company, dated February 24, 2023. The Company issued Warrants to purchase an aggregate of 30,000 shares of Common Stock. The exercise price per share of the Common Stock under these Warrants is $2.00.

On March 27, 2023, the Company and three related party investors entered into Securities Purchase Agreements (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of one hundred twenty five thousand dollars ($125,000) of the Company’s convertible promissory notes (the “Note” or “Notes”), which are convertible into the Company’s Common Stock, $0.001 par value (“Common Stock”).

On April 12, 2023, the Company and an additional investor entered into the SPA, whereby the Company sold and issued thirty five thousand dollars ($35,000) of the Company’s Notes. In connection with the aforementioned Notes, the Company also issued to the investors a warrant to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20% of the shares of Common Stock issuable upon conversion of the Note, based on a price of $2.00 per share. These warrants have a term of five (5) years, with an exercise price of $2.00 per share. Unless the Company chooses to terminate earlier, the offering and the sale of the Notes shall terminate on the sooner of the sale of the maximum offering amount or April 30, 2023. However, the Company extended this offering to June 30, 2023 per terms of the agreement.

The March 27, 2023, Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023, Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

Further, in connection with the March 2023 and April 2023 SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company. The Company issued Warrants to purchase an aggregate of 12,500 shares of Common Stock. The exercise price per share of the Common Stock under these Warrants is $2.00.

We evaluated the February 2023, March 2023, and April 2023 SPA in accordance with ASC Topic 815, Derivatives and Hedging, and determined that they contained a variable share settlement feature tied to the price of a future financing which functions as a redemption option. FASB ASC 825-10-25 allows the Company to elect the fair value option for recording financial instruments when they are initially recognized or if there is an event that requires re-measurement of the instruments at fair value, such as a significant modification of the debt. The Company elected to initially and subsequently measure the Convertible Notes in their entirety at fair value, with changes in fair value recognized in earnings. Management believes the fair value option best reflects the underlying economics of these Convertible Notes.

Because these Convertible Notes are carried in their entirety at fair value, the value of the contingent conversion feature is embodied in that fair value. The Company estimates the fair value based on a probability weighted analysis which considers the present value of the cash flows using a credit risk adjusted rate enhanced by the conversion feature valued using a Monte Carlo model. This method was considered by management to be the most appropriate method of encompassing the credit risk and exercise behavior that a market participant would consider when valuing a hybrid financial instrument. Inputs used to value the Convertible Notes at inception included, (i) present value of future cash flows using a credit risk adjusted rate ranging from 19.0%-20.0%, (ii) remaining term of approximately one year, (iii) volatility ranging from 258%-261%, (iv) closing stock price on the valuation date, and (v) the conversion price based on the estimated price of a Qualified Offering, less a 20% discount, in accordance with the terms of the Note. A Qualified Offering is defined as an offering that results in the Company’s Common Stock being listed on a National Exchange (NASDAQ or the NYSE/AMEX). Changes due to instrument-specific credit risk are recorded in Other Comprehensive Income with all other changes in value being recorded in net income.

At inception, the fair value of the Convertible Notes using the fair value option was $1,878,948, and the fair value of the related Warrants issued was $67,820. Because the fair value of the hybrid instrument was in excess of the proceeds received of $425,000, the Company recorded a day one loss on convertible notes of $1,521,768. On March 31, 2023, the debt instruments were revalued at $1,876,204 resulting in a gain of $2,744.

Other Obligations

During the year ending December 31, 2022, Michael Yurkowsky, CEO, advanced the Company approximately $40,000 as a non-interest-bearing note with no established repayment terms. During the three months ended March 31, 2023, approximately $18,000 in additional advances were made. The balance owed is approximately $53,000 as of March 31, 2023.

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EQUITY TRANSACTIONS

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

EQUITY TRANSACTIONS

Note 6 - Equity Transactions

In January 2022, the Company offered certain warrant holders the opportunity to receive an additional warrant to purchase the Company’s Common Stock at $14.00 per share, for a period of five (5) years from issuance for the exercise by March 31, 2022 of each existing warrant originally issued in April 2020. As of December 31, 2022, the Company had eleven warrant holders exercise an aggregate of 83,579 warrants at $14.00 per share resulting in cash proceeds of approximately $1,170,000 to the Company.

On June 10, 2022, the Company amended (the “Amendment”) its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split (the “Reverse Split”) of its common stock. The Reverse Split was approved by FINRA on June 10, 2022, and effectuated on June 13, 2022. Pursuant to the Amendment, the Company also reduced the authorized shares of common stock to 500,000,000. As a result of the Reverse Split, the Company had approximately 618,506 shares of common stock outstanding and 438,776,170 shares of Series A Preferred Stock outstanding as of December 31, 2022. As a result of the Reverse Stock Split, the Series A Preferred Stock is convertible at a ratio of one thousand shares of Series A Preferred Stock into one share of common stock. Accordingly, the 438,776,170 outstanding shares of Series A Preferred Stock are now convertible into an aggregate of 438,776 shares of common stock.

On September 29, 2022, the Company entered into a securities purchase agreement with two related party accredited investors for the sale of shares of Common Stock and warrants (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company sold an aggregate of 112,500 shares of common stock and warrants to purchase 56,250 shares of Common Stock exercisable at $2.50 per share for gross proceeds of approximately $225,000.

On November 14, 2022, pursuant to the Purchase Agreement, the Company sold an aggregate of 15,000 shares of common stock and warrants to purchase 7,250 shares of Common Stock exercisable at $2.50 per share for gross proceeds of $30,000.

On March 17, 2023, the Company issued 9,615 shares of Common Stock to a convertible noteholder who, at the request of the noteholder, converted $10,000 of convertible notes into the Company’s Common Stock.

The following table summarizes the Company’s common and preferred stock outstanding by class. The number of common stock shares has been adjusted to reflect a one-for-one thousand reverse stock split that became effective on June 13, 2022.

	March 31, 2023		December 31, 2022
Common Stock		628,121		618,506
Series A Preferred Stock		438,776,170		438,776,170

Series A Preferred Stock

During the quarter ended March 31, 2023, no shares of Series A Preferred Stock were converted to Common Stock.

Voting Rights

Holders of Series A Preferred Stock (“Series A Holders”) have the right to receive notice of any meeting of holders of common stock and to vote upon any matter submitted to a vote of the holders of common stock. Each Series A Holder shall vote on each matter on an as converted basis submitted to them with the holders of common stock.

Conversion

Series A Preferred Stock converts to common stock at a 1000:1 ratio immediately upon request of the Series A Holder.

Liquidation, Dissolution, or Winding Up

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders and, in the event of a Deemed Liquidation Event (as defined in the Second Amended and Restated Articles of Incorporation), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the consideration received by the Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Company), together with any other assets of the Company available for distribution to its stockholders, all to the extent permitted by Nevada law governing distributions to stockholders, as applicable, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to one (1) times the Series A Original Issue Price for such share of Series A Preferred Stock, plus any Series A Accruing Dividends accrued but unpaid thereon, whether or not declared. If upon any such liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled under subsection 2.1 of the Second Amended and Restated Articles of Incorporation, the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment in full of all Series A Liquidation Amounts (as defined in the Second Amended and Restated Articles of Incorporation) required to be paid to the holders of shares of Series A Preferred Stock the remaining assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of Series A Preferred Stock shall be distributed among the holders of the shares of Series A Preferred Stock and Common Stock, pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Series A Preferred Stock as if they had been converted to Common Stock pursuant to the terms of the Second Amended and Restated Articles of Incorporation immediately prior to such liquidation, dissolution or winding up of the Company.

Share-Based Compensation Plan

The Company utilizes the Black-Scholes valuation method to recognize share-based compensation expense over the vesting period. The expected life represents the period that the share-based compensation awards are expected to be outstanding.

Stock Option Activity

On April 1, 2021, the Board of Directors of the Company approved and granted certain directors and officers of the Company an aggregate of 54,750 stock options of which 4,750 were immediately vested on the date of grant. Each option granted has an exercise price of $70.00 per share and an expiration date of ten years from the date of grant. These options are not included in the Company’s current stock option plan as they were granted outside of the plan.

On June 10, 2022, the Company amended its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split of its common stock. The Reverse Split was approved by FINRA on June 10, 2022 and effectuated on June 13, 2022.

As of March 31, 2023, 29,385 options were outstanding and 22,552 were vested. As of March 31, 2022, 29,635 options were outstanding and 18,218 were vested. For the three months ended March 31, 2023 and 2022, the Company recognized an expense related to stock options of approximately $41,000 and $112,000, respectively, which is included in share based compensation. As of March 31, 2023, the Company has approximately $115,000 of unrecognized compensation costs related to non-vested stock options, which is expected to be recognized over a weighted average period of approximately 1.74 years.

Inputs used in the valuation models are as follows:

2021 Grants
Option value	$	54.00		to	$	56.00
Risk Free Rate		0.90	%	to		1.37	%
Expected Dividend- yield		-		to		-
Expected Volatility		173.99	%	to		176.04	%
Expected term (years)		5		to		7

The following is a summary of stock option activity for the three months ended March 31, 2022 and 2023:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Term (Years)
Outstanding at December 31, 2021		29,635	$	86.48		9.20
Granted		-		-		-
Exercised		-		-		-
Outstanding at March 31, 2022		29,635	$	86.48		8.96
Exercisable at March 31, 2022		18,218		100.00		8.93
Outstanding at December 31, 2022		29,385	$	83.81		8.22
Granted		-		-		-
Exercised		-		-		-
Outstanding at March 31, 2023		29,385	$	83.81		7.98
Exercisable at March 31, 2023		22,552		87.99		7.97

The following is a summary of the Company’s non-vested shares for the three months ended March 31, 2023:

	Shares			Weighted Average Grant Date Fair Value
Non-vested at December 31, 2022		7,979		$	55.70
Vested		(1,146	)		55.36
Non-vested at March 31, 2023		6,833		$	55.75

Net Loss Per Share

Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock and if-converted methods, as applicable. Any potentially dilutive securities are antidilutive due to the Company’s net losses.

The Company excluded the following securities from the calculation of basic and diluted net loss per share as the effect would have been antidilutive:

	For the Three Months Ended March 31,
	2023		2022
Warrants to purchase common stock (in the money)		-		384,694
Series A Preferred Stock convertible to common stock		438,776		498,230
Total		438,776		882,924

Excluded from the above table are 489,680 warrants 29,385 stock options for the three months ended March 31, 2023 and 2,196 warrants and 29,635 stock options for the three months ended March 31, 2022 as they are out of the money (exercise price greater than the stock price). Inclusion of such would be anti-dilutive. As a result of the Reverse Stock Split, the Series A Preferred Stock is convertible at a ratio of one thousand shares of Series A Preferred Stock into one share of common stock. Accordingly, the 438,776,170 outstanding shares of Series A Preferred Stock are convertible into an aggregate of 438,776 shares of common stock at March 31, 2023

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COMMITMENTS & CONTINGENCIES

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS & CONTINGENCIES

Note 7 – Commitments & Contingencies

CEO Compensation Agreement

On December 23, 2021, the Company entered into an employment agreement (the “Employment Agreement”) with Michael Yurkowsky, the Company’s Chief Executive Officer, to continue to serve as the Chief Executive Officer of the Company. Under the Employment Agreement, which commenced on December 1, 2021 (the “Effective Date”) and has a term of one year from the Effective Date (the “Employment Period”), Mr. Yurkowsky will receive a base salary of $180,000 per year. Upon the expiration of the Employment Period, Mr. Yurkowsky’s employment with the Company will be on an at-will basis.

In addition to his base salary, Mr. Yurkowsky may receive an one-time cash bonus in gross amount equal to $100,000 if (i) the Company’s stock is listed and quoted on the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, or the New York Stock Exchange; or (ii) the Company secures and receives financing of at least $10,000,000.

As additional compensation, Mr. Yurkowsky shall receive shares of common stock of the Company representing 1% of the Company’s fully diluted equity as of the grant date if the Company achieves a market capitalization of at least $250 million for 60 consecutive days during the Employment Period (the “Equity Award”). If the Company achieves a market capitalization of at least $500 million for 60 consecutive days during the Employment Period, the executive shall receive an additional Equity Award of 1%, such that he has in the aggregate received shares of common stock of the Company representing 2% of the Company’s fully diluted equity as of the date of grant. These market conditions were reflected in the grant date fair value of the award as required under ASC 718 Compensation-Stock Compensation.

The Equity Award was measured at fair value on its grant date using a Monte Carlo simulation model. The Monte Carlo simulation model includes assumptions for the expected term, volatility, and dividend yield, each of which are determined in reference to the Company’s historical results. The Company will recognize aggregate share-based compensation expense of approximately $328,000 related to the Equity Award on a straight-line basis over the derived service period determined by the Monte Carlo simulation model, which was 0.71 years. During the three month period ending March 31, 2022, the Company recognized approximately $114,000 in compensation expense related to the Equity Award. If the market capitalization targets are met sooner than the derived service period, the Company will adjust its stock-based compensation to reflect the cumulative expense associated with the vested Equity Award. The Company will recognize expense if the requisite service is provided, regardless of whether the market conditions are achieved.

Consulting Agreements

The Company entered into a consulting agreement with Tanya Rhodes of Rhodes & Associates, Inc, effective June 15, 2020, to serve as the Chief Science Officer of the Company. The agreement has a minimum term of six months with an average fee of $21,000 per month plus expenses which increases 5% per month on January 1 of each calendar year unless an alternative retainer amount is negotiated and agreed upon by both parties. The Company extended the contract on January 1, 2021, resulting in monthly expenses of $22,500 plus expenses for services rendered. Due to lack of financial resources, the Company has been unable to pay Ms. Rhodes for her services totaling $138,625, which has been accrued as part of accrued liabilities for the three months ended March 31, 2023.

The Company entered into a consulting agreement with Alpha IR Group on March 1, 2022, to provide investor relations to the Company. The agreement is for twelve months with an average service fee of $9,750 per month which has been accrued in Accounts Payable. The Company paused this service during the three months ending March 31, 2023.

Litigation

From time to time, the Company may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect the Company’s financial condition, results of operations, and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect the Company due to legal costs and expenses, diversion of management attention, and other factors. The Company expenses legal costs in the period incurred. The Company cannot assure that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against the Company in the future, and these matters could relate to prior, current or future transactions or events.

The Company is involved in a lawsuit with Sinclair Broadcast Group, Inc. (“Sinclair”) which was filed on September 8, 2020, in the Circuit Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. Sinclair has obtained a legal judgment for breach of contract for advertising services in the amount of approximately $75,000 plus interest and costs. The Company has retained legal counsel for guidance in this matter. The amount is recorded in accounts payable as of March 31, 2023.

The Company is involved in a lawsuit with ITN Networks, LLC (“ITN”) which was filed on July 22, 2021, in the Circuit Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. ITN has obtained a legal judgment for breach of contract for advertising services in the amount of approximately $45,000 plus interest and costs. The Company has retained legal counsel for guidance in this matter. The amount is recorded in accounts payable as of March 31, 2023.

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DEBT

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

DEBT

Note 8 – Debt

Notes Payable

Notes payable were assumed in the Merger (for further discussion, see Note 1 - “Overview” to the consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K) and are due in aggregate monthly installments of approximately $5,800 and carry an interest rate of 5%. Each note originally had a maturity date of August 1, 2019. The Company finalized an eighteen-month extension to March 1, 2021. The promissory notes have an aggregate outstanding balance of approximately $69,000 at March 31, 2023 and December 31, 2022. The Company has not made payments on these notes since February 10, 2020, due to the Company’s lack of working capital. On April 19, 2022, the Company entered into a promissory note modification agreement with the Lender extending the maturity date of the notes to April 1, 2024. The modification agreement also reduces the interest rate from 5% to 3% and requires a monthly payment of $1,000 per month with a balloon payment at the end of the modified term.

On June 9, 2022, the Company entered into a securities purchase agreement for a total of $272,500 with two accredited investors. The notes issued are convertible into common stock at a 65% discount to the lowest trading price in the 20-day period prior to conversion. The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company had the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid.

The Company also issued a promissory note for $100,000, on June 9, 2022, to another accredited investor. This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the Volume Average Weighted Price (“VWAP”) of the five (5) days prior to conversion.

On August 8, 2022, the Company entered into a securities purchase agreement for a total of $65,000 with an accredited investor. The note issued is convertible into common stock at a 65% discount to the lowest trading price in the 20-day period prior to conversion. The note bears interest at 10% and is due one year from issuance. For the first six (6) months, the Company had the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid.

On February 28, 2023, the Company entered into a securities purchase agreement for a total of $150,000 with an accredited investor. The note issued is convertible into common stock at a 65% discount to the lowest trading price in the 20-day period prior to conversion. The note bears interest at 10% and is due one year from issuance. For the first six months, the Company has the right to prepay the note at a premium of between 25% and 40% depending on when it is repaid.

The embedded features in the June 2022, August 2022, and February 2023 convertible notes were analyzed under ASC 815 to determine if they required bifurcation as derivative instruments. To be a derivative, one of the criteria is that the embedded component must be net-settleable. While the Company’s Common Stock was traded on an exchange at the time of the transaction, the underlying shares are not readily convertible into cash since there is insufficient daily trading volume for the holders to convert the convertible notes into Common Stock without significantly affecting the share price. Accordingly, the embedded derivatives, including the embedded conversion feature, did not meet the definition of a derivative, and therefore, did not require bifurcation from the host instrument. Certain default put provisions, including a default put and default interest, were not considered to be clearly and closely related to the host instrument but the Company concluded that the value of these provisions was de minimus at inception. The Company will reconsider the value of these provisions each reporting period to determine if the value becomes material to the financial statements.

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ACQUISITIONS

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

Note 9 – Acquisitions

The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets.

If an acquisition is determined to be a business combination as indicated in ASC 805, Business Combinations, the assets acquired, and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. The Company recognizes and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired.

If an acquisition is determined to be an asset acquisition, the Company accounts for the transaction under ASC 805-50, which requires the cost of the asset acquisition, including transaction costs, to be allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Assets acquired as part of an asset acquisition that are considered to be in-process research and development (IPR&D) are immediately expensed unless there is an alternative future use in other research and development projects. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values (excluding non-qualifying assets). If the cost of the asset acquisition is less than the fair value of the net assets acquired, no gain is recognized in earnings.

Contingent consideration payments in asset acquisitions are recognized when the contingency is resolved and the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets.

On September 7, 2022, the Company acquired all of the membership interests, with Common Stock, of Jantibody LLC (“Jantibody”), a Nevada limited liability company. Jantibody is focused on the development of novel proprietary immunotherapies targeted towards ovarian cancer, pancreatic cancer, and mesothelioma. Prior to the acquisition, Michael Yurkowsky, CEO, had approximately 17.5% ownership interest in Jantibody.

Pursuant to the Jantibody Agreement, the Company issued the equity holders of Jantibody an aggregate of 52,023 shares of the Company’s common stock which represented 15% of the Company’s common stock on a fully diluted basis at the time of the transaction. In addition, for every share of the Company’s common stock issued as a result of the future conversion of the Company’s dilutive instruments, including Series A preferred stock, warrants, stock options, and convertible notes, the Jantibody members will receive 15% of the aggregate number of shares issued (the “Anti-Dilution” shares). The Anti-Dilution shares will be issued before the end of each fiscal quarter.

The Company has agreed to issue the Jantibody holders an additional 2.0% of the Company’s common stock then outstanding upon the enrollment of the first patient in a Phase I FDA trial and additional 3.0% of the Company’s then outstanding common stock on a fully diluted basis upon the enrollment of the first patient in a Phase [III] FDA trial. The Company determined the contingent consideration was not subject to derivative accounting and will be recognized when the contingency is resolved, and the consideration is paid or becomes payable as outlined in ASC 450, Contingencies.

The Company determined this transaction represented an asset acquisition as defined by ASC 805, Business Combinations, as substantially all of the value was in a single in-process research and development (“IPR&D”) group, which included the small molecule drug CXCR4 inhibitor, AMD3100, and/or checkpoint inhibitors (CPI) for anti-cancer immune modulation. As a result, the consideration transferred was allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their relative fair values resulting in approximately $1,240,000 being assigned to the IPR&D asset and approximately $1,000,000 to assumed liabilities. The liabilities assumed were current accounts payable and as such were recorded a book value.

The purchase price of approximately $247,000 represented 52,023 shares of the Company’s common stock, 344,159 Anti-Dilution shares, and direct transaction costs of $21,600. The purchase price was allocated, on a relative fair value basis, to the acquired intellectual property, and the acquired net assets as follows:

Consideration:
Common stock	$	29,557
Common stock (anti-dilution shares, to be issued – included in other current liabilities)		195,532
Direct transaction costs		21,600
Total costs of the asset acquisition	$	246,689
Assets acquired
Cash	$	469
Liabilities assumed – legal and administrative costs		(999,728	)
Intangible assets: IPR&D		1,245,948
Net identifiable assets acquired	$	246,689

The IPR&D had not yet reached technological feasibility and had no alternative future use; thus, the purchased IPR&D asset and related costs were expensed immediately subsequent to the acquisition within the consolidated statements of operations.

On December 22, 2022, the Company acquired a 100% interest, with Common Stock, in Scion Solutions, LLC (“Scion”). Scion is a life sciences company that has developed a new technology in regenerative medicine specifically for limb salvage. Their proprietary product SkinDisc (patent pending) is a combination of stem cells and several other molecular components that stimulate tissue regeneration. Prior to the acquisition, Tanya Rhodes, CSO, had approximately 33.3% ownership interest in Scion.

Pursuant to the terms of the Scion Agreement, the Company issued the equity holders of Scion an aggregate of 123,153 shares of the Company’s common stock. In addition, for every share of the Company’s common stock issued within 18-months of the Effective Date of the transaction, as a result of the future conversion of the Company’s dilutive instruments, including Series A preferred stock, warrants, stock options, and convertible notes, the Scion members will receive 20% of the aggregate number of shares issued (the “Anti-Dilution” shares). The Anti-Dilution shares will be issued before the end of each fiscal quarter.

In addition, the former shareholders of Scion are eligible to receive Performance Payments consisting of the following:

Performance Milestone	Performance Payment
Qualified Funding/Uplifting of H-Cyte	$	45,000
1-Year Anniversary of Uplifting of H-Cyte	$	75,000
2-Year Anniversary of Uplifting of H-Cyte	$	120,000
Initiation of SkinDisc Study	$	50,000
Receipt of De Novo or any other approval/clearance that would allow SkinDisc to go to market	$	100,000
Submission for specific and individual reimbursement codes relating to SkinDisc	$	25,000
Receipt of specific and individual reimbursement codes relating to SkinDisc	$	50,000
Completion of SkinDisc Study	$	50,000
Launch of any additional SkinDisc product line extension (e.g., SkinDisc Lite)*	$	100,000
Annual net sales from SkinDisc (including SkinDisc extensions) (2023 and each subsequent calendar year)*		Greater of (i) 4% of net revenues from SkinDisc (including SkinDisc line extensions) during such calendar year and (ii) $50,000
Cumulative net sales from SkinDisc (including SkinDisc extensions) of $600,000	$	200,000
Cumulative net sales from SkinDisc (including SkinDisc extension) of $2,000,000	$	150,000
Cumulative net sales from SkinDisc (including SkinDisc extension) of $4,000,000	$	300,000
Net sales from SkinDisc (including SkinDisc extensions) of $6,000,000 during any single calendar year*	$	300,000

Substantially all of the value acquired was concentrated in a single in-process research and development (“IPRD”) asset, which included license rights, clinical trial data, clinical trial development plans, research and development materials, formulations and intellectual property related to SkinDisc. There was no workforce, and no outputs were present. Accordingly, the acquired set of assets and activities did not meet the definition of a business as defined by ASC 805, Business Combinations and was considered an asset acquisition. In an asset acquisition, the consideration transferred is allocated to identifiable tangible and intangible assets acquired and liabilities assumed based on their relative fair values. In the Scion acquisition, the only asset or liability acquired was IPR&D. As a result, the consideration transferred was recorded fully to the IPR&D asset.

In an asset acquisition, cash-settled contingent consideration is measured when probable and estimable, unless the contingent consideration falls under the guidance of ASC 815. The Company determined the contingent consideration was not subject to ASC 815 and thus, the performance payments which were estimable and probable (i.e., more than 50% likely to occur) were recorded on the acquisition date. The fair value was estimated based on a probability weighting of the present value of cash flows over the expected time period until payment, using a credit-risk adjusted interest rate. Each reporting period, the Company will determine if the performance payments are estimable and probable and will record them as a liability at that time.

The purchase price was allocated, as follows:

Consideration:
Common stock	$	54,070
Anti-Dilution share liability		305,998
Contingent Performance payment liability		417,850
Direct transaction costs		14,338
Total costs of the asset acquisition	$	792,256

The common stock value was recorded as equity. The remaining consideration was recorded as IPR&D, since the SkinDisc technology was still in the research and development stage and had no alternative future use. The purchased IPR&D asset of $792,256 was expensed immediately subsequent to the acquisition within our consolidated statements of operations.

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COMMON STOCK WARRANTS

3 Months Ended

Mar. 31, 2023

Common Stock Warrants

COMMON STOCK WARRANTS

Note 10- Common Stock Warrants

A summary of the Company’s warrant issuance activity and related information for the three months ended March 31, 2023 and 2022 is as follows:

	Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life
Outstanding at December 31, 2021		406,301		$	35.00			8.17
Expired		(20,411	)		33.00			-
Exercised		(83,579	)		10.00			-
Granted		84,579			10.00			4.88
Outstanding and exercisable at March 31, 2022		386,890		$	20.00			7.57
Outstanding at December 31, 2022		447,967		$	10.90			6.65
Expired		(787	)		(489.80	)		-
Granted		42,500			2.00			4.92
Outstanding and exercisable at March 31, 2023		489,680		$	9.35			6.21

The fair value of all warrants issued are determined by using the Black-Scholes valuation technique. The inputs used in the Black-Scholes valuation technique to value each of the warrants as of their respective issue dates are as follows:

Event Description	Date	Number of Warrants		H-CYTE Stock Price		Exercise Price of Warrant		Grant Date Fair Value		Life of Warrant	Risk Free Rate of Return (%)		Annualized Volatility Rate (%)
Granted for inducement agreement	1/19/2022		3,732	$	63.25	$	14.00	$	62.00	5 years		1.62		187.79
Granted for inducement agreement	1/20/2022		372	$	64.50	$	14.00	$	64.00	5 years		1.62		187.85
Granted for inducement agreement	1/20/2022		187	$	64.50	$	14.00	$	64.00	5 years		1.62		187.85
Granted for inducement agreement	1/24/2022		374	$	48.00	$	14.00	$	47.00	5 years		1.53		188.01
Granted for inducement agreement	1/25/2022		3,744	$	49.10	$	14.00	$	48.00	5 years		1.56		188.00
Granted for inducement agreement	2/02/2022		3,741	$	44.55	$	14.00	$	44.00	5 years		1.60		188.25
Granted for inducement agreement	2/04/2022		6,935	$	44.38	$	14.00	$	43.00	5 years		1.78		188.33
Granted for inducement agreement	2/04/2022		13,870	$	44.38	$	14.00	$	43.00	5 years		1.78		188.33
Granted for services provided	2/09/2022		1,000	$	32.00	$	14.00	$	31.00	5 years		1.82		188.69
Granted for inducement agreement	2/22/2022		41,609	$	32.88	$	14.00	$	32.00	5 years		1.85		188.59
Granted for inducement agreement	2/22/2022		693	$	32.88	$	14.00	$	32.00	5 years		1.85		188.59
Granted for inducement agreement	3/21/2022		8,322	$	28.00	$	14.00	$	27.00	5 years		2.33		194.01
Granted for securities purchase agreement	9/27/2022		56,250	$	6.00	$	2.50	$	5.94	5 years		4.21		213.54
Granted for securities purchase agreement	11/14/2022		7,500	$	5.75	$	2.50	$	5.69	5 years		4.00		213.28
Granted for convertible note agreement	2/21/2023		30,000	$	1.60	$	2.00	$	1.57	5 years		4.16		211.43
Granted for convertible note agreement	3/27/2023		10,000	$	1.70	$	2.00	$	1.68	5 years		3.59		218.15
Granted for convertible note agreement	3/28/2023		2,500	$	1.60	$	2.00	$	1.58	5 years		3.63		218.17

The fair value of warrants issued during the three months ended March 31, 2023, totaled approximately $68,000. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Note 11 - Subsequent Events

On April 12, 2023, the Company and an additional investor entered into the SPA, whereby the Company sold and issued thirty five thousand dollars ($35,000) of the Company’s Notes. In connection with the aforementioned Notes, the Company also issued to the investors a warrant to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20% of the shares of Common Stock issuable upon conversion of the Note, based on a price of $2.00 per share. These warrants have a term of five (5) years, with an exercise price of $2.00 per share. The note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2023

Investments, All Other Investments [Abstract]

SCHEDULE OF FAIR VALUE INSTRUMENT

	Total		Level 1		Level 2		Level 3
Assets:	$	-	$	-	$	-	$	-
Liabilities:
Convertible Notes at fair value	$	1,876,204	$	-	$	-	$	1,876,204

SCHEDULE OF CONVERTIBLE NOTE MEASURED AT FAIR VALUE

The following is a reconciliation of the beginning and ending balances for the Convertible Notes measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2023:

Balance at December 31, 2022	$	--
Fair value of Convertible Notes issued		(1,878,948	)
Gain on change in fair value of Convertible Notes		2,744
Balance at March 31, 2023	$	(1,876,204	)

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RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2023

Related Party Transactions [Abstract]

SCHEDULE OF LOSS UPON EXTINGUISHMENT

Carrying value of Tranche 1 Notes	$	3,580,738
Less: Fair value of New Notes		(4,079,838	)
Less: Fair value of Royalty Payments		(1,697,000	)
Loss on Extinguishment	$	(2,196,100	)

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EQUITY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING

The following table summarizes the Company’s common and preferred stock outstanding by class. The number of common stock shares has been adjusted to reflect a one-for-one thousand reverse stock split that became effective on June 13, 2022.

	March 31, 2023		December 31, 2022
Common Stock		628,121		618,506
Series A Preferred Stock		438,776,170		438,776,170

SCHEDULE OF ASSUMPTIONS USED TO CALCULATE FAIR VALUE OF STOCK OPTIONS

Inputs used in the valuation models are as follows:

2021 Grants
Option value	$	54.00		to	$	56.00
Risk Free Rate		0.90	%	to		1.37	%
Expected Dividend- yield		-		to		-
Expected Volatility		173.99	%	to		176.04	%
Expected term (years)		5		to		7

SUMMARY OF STOCK OPTION ACTIVITY

The following is a summary of stock option activity for the three months ended March 31, 2022 and 2023:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Term (Years)
Outstanding at December 31, 2021		29,635	$	86.48		9.20
Granted		-		-		-
Exercised		-		-		-
Outstanding at March 31, 2022		29,635	$	86.48		8.96
Exercisable at March 31, 2022		18,218		100.00		8.93
Outstanding at December 31, 2022		29,385	$	83.81		8.22
Granted		-		-		-
Exercised		-		-		-
Outstanding at March 31, 2023		29,385	$	83.81		7.98
Exercisable at March 31, 2023		22,552		87.99		7.97

SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED

The following is a summary of the Company’s non-vested shares for the three months ended March 31, 2023:

	Shares			Weighted Average Grant Date Fair Value
Non-vested at December 31, 2022		7,979		$	55.70
Vested		(1,146	)		55.36
Non-vested at March 31, 2023		6,833		$	55.75

SCHEDULE OF ANTI-DILUTIVE SECURITIES OF BASIC AND DILUTED NET LOSS PER SHARE

The Company excluded the following securities from the calculation of basic and diluted net loss per share as the effect would have been antidilutive:

	For the Three Months Ended March 31,
	2023		2022
Warrants to purchase common stock (in the money)		-		384,694
Series A Preferred Stock convertible to common stock		438,776		498,230
Total		438,776		882,924

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ACQUISITIONS (Tables)

3 Months Ended

Mar. 31, 2023

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED

Performance Milestone	Performance Payment
Qualified Funding/Uplifting of H-Cyte	$	45,000
1-Year Anniversary of Uplifting of H-Cyte	$	75,000
2-Year Anniversary of Uplifting of H-Cyte	$	120,000
Initiation of SkinDisc Study	$	50,000
Receipt of De Novo or any other approval/clearance that would allow SkinDisc to go to market	$	100,000
Submission for specific and individual reimbursement codes relating to SkinDisc	$	25,000
Receipt of specific and individual reimbursement codes relating to SkinDisc	$	50,000
Completion of SkinDisc Study	$	50,000
Launch of any additional SkinDisc product line extension (e.g., SkinDisc Lite)*	$	100,000
Annual net sales from SkinDisc (including SkinDisc extensions) (2023 and each subsequent calendar year)*		Greater of (i) 4% of net revenues from SkinDisc (including SkinDisc line extensions) during such calendar year and (ii) $50,000
Cumulative net sales from SkinDisc (including SkinDisc extensions) of $600,000	$	200,000
Cumulative net sales from SkinDisc (including SkinDisc extension) of $2,000,000	$	150,000
Cumulative net sales from SkinDisc (including SkinDisc extension) of $4,000,000	$	300,000
Net sales from SkinDisc (including SkinDisc extensions) of $6,000,000 during any single calendar year*	$	300,000

Substantially all of the value acquired was concentrated in a single in-process research and development (“IPRD”) asset, which included license rights, clinical trial data, clinical trial development plans, research and development materials, formulations and intellectual property related to SkinDisc. There was no workforce, and no outputs were present. Accordingly, the acquired set of assets and activities did not meet the definition of a business as defined by ASC 805, Business Combinations and was considered an asset acquisition. In an asset acquisition, the consideration transferred is allocated to identifiable tangible and intangible assets acquired and liabilities assumed based on their relative fair values. In the Scion acquisition, the only asset or liability acquired was IPR&D. As a result, the consideration transferred was recorded fully to the IPR&D asset.

In an asset acquisition, cash-settled contingent consideration is measured when probable and estimable, unless the contingent consideration falls under the guidance of ASC 815. The Company determined the contingent consideration was not subject to ASC 815 and thus, the performance payments which were estimable and probable (i.e., more than 50% likely to occur) were recorded on the acquisition date. The fair value was estimated based on a probability weighting of the present value of cash flows over the expected time period until payment, using a credit-risk adjusted interest rate. Each reporting period, the Company will determine if the performance payments are estimable and probable and will record them as a liability at that time.

The purchase price was allocated, as follows:

Consideration:
Common stock	$	54,070
Anti-Dilution share liability		305,998
Contingent Performance payment liability		417,850
Direct transaction costs		14,338
Total costs of the asset acquisition	$	792,256

Jantibody LLC [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED

Consideration:
Common stock	$	29,557
Common stock (anti-dilution shares, to be issued – included in other current liabilities)		195,532
Direct transaction costs		21,600
Total costs of the asset acquisition	$	246,689
Assets acquired
Cash	$	469
Liabilities assumed – legal and administrative costs		(999,728	)
Intangible assets: IPR&D		1,245,948
Net identifiable assets acquired	$	246,689

Scion Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED

Consideration:
Common stock	$	54,070
Anti-Dilution share liability		305,998
Contingent Performance payment liability		417,850
Direct transaction costs		14,338
Total costs of the asset acquisition	$	792,256

XML

COMMON STOCK WARRANTS (Tables)

3 Months Ended

Mar. 31, 2023

Common Stock Warrants

SUMMARY OF ISSUANCE OF WARRANTS

A summary of the Company’s warrant issuance activity and related information for the three months ended March 31, 2023 and 2022 is as follows:

	Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life
Outstanding at December 31, 2021		406,301		$	35.00			8.17
Expired		(20,411	)		33.00			-
Exercised		(83,579	)		10.00			-
Granted		84,579			10.00			4.88
Outstanding and exercisable at March 31, 2022		386,890		$	20.00			7.57
Outstanding at December 31, 2022		447,967		$	10.90			6.65
Expired		(787	)		(489.80	)		-
Granted		42,500			2.00			4.92
Outstanding and exercisable at March 31, 2023		489,680		$	9.35			6.21

SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE

The fair value of all warrants issued are determined by using the Black-Scholes valuation technique. The inputs used in the Black-Scholes valuation technique to value each of the warrants as of their respective issue dates are as follows:

Event Description	Date	Number of Warrants		H-CYTE Stock Price		Exercise Price of Warrant		Grant Date Fair Value		Life of Warrant	Risk Free Rate of Return (%)		Annualized Volatility Rate (%)
Granted for inducement agreement	1/19/2022		3,732	$	63.25	$	14.00	$	62.00	5 years		1.62		187.79
Granted for inducement agreement	1/20/2022		372	$	64.50	$	14.00	$	64.00	5 years		1.62		187.85
Granted for inducement agreement	1/20/2022		187	$	64.50	$	14.00	$	64.00	5 years		1.62		187.85
Granted for inducement agreement	1/24/2022		374	$	48.00	$	14.00	$	47.00	5 years		1.53		188.01
Granted for inducement agreement	1/25/2022		3,744	$	49.10	$	14.00	$	48.00	5 years		1.56		188.00
Granted for inducement agreement	2/02/2022		3,741	$	44.55	$	14.00	$	44.00	5 years		1.60		188.25
Granted for inducement agreement	2/04/2022		6,935	$	44.38	$	14.00	$	43.00	5 years		1.78		188.33
Granted for inducement agreement	2/04/2022		13,870	$	44.38	$	14.00	$	43.00	5 years		1.78		188.33
Granted for services provided	2/09/2022		1,000	$	32.00	$	14.00	$	31.00	5 years		1.82		188.69
Granted for inducement agreement	2/22/2022		41,609	$	32.88	$	14.00	$	32.00	5 years		1.85		188.59
Granted for inducement agreement	2/22/2022		693	$	32.88	$	14.00	$	32.00	5 years		1.85		188.59
Granted for inducement agreement	3/21/2022		8,322	$	28.00	$	14.00	$	27.00	5 years		2.33		194.01
Granted for securities purchase agreement	9/27/2022		56,250	$	6.00	$	2.50	$	5.94	5 years		4.21		213.54
Granted for securities purchase agreement	11/14/2022		7,500	$	5.75	$	2.50	$	5.69	5 years		4.00		213.28
Granted for convertible note agreement	2/21/2023		30,000	$	1.60	$	2.00	$	1.57	5 years		4.16		211.43
Granted for convertible note agreement	3/27/2023		10,000	$	1.70	$	2.00	$	1.68	5 years		3.59		218.15
Granted for convertible note agreement	3/28/2023		2,500	$	1.60	$	2.00	$	1.58	5 years		3.63		218.17

XML

DESCRIPTION OF THE COMPANY (Details Narrative) - shares	Jun. 10, 2022	Mar. 31, 2023	Dec. 31, 2022
Common stock, shares authorized	500,000,000	500,000,000	500,000,000
Common stock, shares, outstanding		628,121	618,506
Conversion of stock, shares converted	438,776
Series A Preferred Stock [Member]
Preferred stock, shares outstanding	438,776,170	438,776,170	438,776,170
Common Stock [Member]
Common stock, shares, outstanding		628,121	618,506

XML

LIQUIDITY, GOING CONCERN AND SOURCES OF LIQUIDITY (Details Narrative)						3 Months Ended
	Apr. 12, 2023	Mar. 27, 2023 USD ($) $ / shares shares	Mar. 27, 2023 USD ($) $ / shares shares	Feb. 28, 2023 USD ($)	Feb. 24, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares	Mar. 31, 2022 USD ($)	May 19, 2023 USD ($)	Feb. 23, 2023 $ / shares	Dec. 31, 2022 $ / shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net loss						$ 2,090,000	$ 3,892,000
Cash						$ 116,000
Debt instrument, face amount		$ 3,500,000	$ 3,500,000
Debt instrument description			The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.			The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.
Convertible shares percentage		20.00%			20.00%
Common Stock, Par or Stated Value Per Share | $ / shares						$ 0.001				$ 0.001
Securities purchase agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount		$ 1,250	$ 1,250		$ 300,000
Debt instrument convertible conversion price | $ / shares					$ 0.001				$ 2.00
Common stock, par value | shares					2.00
Warrant term		5 years	5 years		5 years
Warrant exercise price | $ / shares		$ 2.00	$ 2.00		$ 2.00				$ 2.00
Debt instrument description			The March 27, 2023, Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023, Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.		The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.
Exercise on aggregate of warrants | shares		12,500	12,500		30,000
Proceeds from issuance of common stock				$ 150,000
Common stock discount percentage				0.65
Debt instrument, convertible description				The note bears interest at 10% and is due one year from issuance. For the first six months, the Company has the right to prepay the note at a premium of between 25% and 40% depending on when it is repaid.
Common Stock, Par or Stated Value Per Share | $ / shares		$ 0.001	$ 0.001		$ 0.001
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash								$ 4,000
Convertible shares percentage	20.00%

XML

SCHEDULE OF FAIR VALUE INSTRUMENT (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Assets:
Convertible Notes at fair value	1,876,204
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Assets:
Convertible Notes at fair value
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Assets:
Convertible Notes at fair value
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Assets:
Convertible Notes at fair value	$ 1,876,204

XML

SCHEDULE OF CONVERTIBLE NOTE MEASURED AT FAIR VALUE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Fair value of Convertible Notes issued	$ 1,878,948
Gain on change in fair value of Convertible Notes	2,744
Balance at March 31, 2023	(1,876,204)
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Balance at December 31, 2022
Fair value of Convertible Notes issued	(1,878,948)
Gain on change in fair value of Convertible Notes	2,744
Balance at March 31, 2023	$ (1,876,204)

XML

SCHEDULE OF LOSS UPON EXTINGUISHMENT (Details) - Note Conversion Agreement [Member]	12 Months Ended
	Dec. 31, 2022 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Carrying value of Tranche 1 Notes	$ 3,580,738
Less: Fair value of New Notes	(4,079,838)
Less: Fair value of Royalty Payments	(1,697,000)
Loss on Extinguishment	$ (2,196,100)

XML

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)													3 Months Ended		6 Months Ended	12 Months Ended
	Apr. 12, 2023	Mar. 27, 2023	Feb. 24, 2023	Feb. 23, 2023	Apr. 29, 2022	Feb. 22, 2022	Jan. 17, 2022	Jan. 02, 2022	Oct. 14, 2021	Apr. 02, 2021	Jan. 12, 2021	Jan. 02, 2021	Mar. 31, 2023	Mar. 31, 2022	Jul. 02, 2022	Dec. 31, 2022	Jul. 02, 2022
Related Party Transaction [Line Items]
Professional fees												$ 22,500
Debt instrument, face amount		$ 3,500,000
Proceeds from convertible debt													$ 150,000
Gain (Loss) on Extinguishment of Debt, before Debt Issuance Cost Writeoff																$ 2,200,000
Common stock par value													$ 0.001			$ 0.001
Debt Instrument Description		The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.											The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.
Related party transaction description of transaction													(i) present value of future cash flows using a credit risk adjusted rate ranging from 19.0%-20.0%, (ii) remaining term of approximately one year, (iii) volatility ranging from 258%-261%, (iv) closing stock price on the valuation date, and (v) the conversion price based on the estimated price of a Qualified Offering, less a 20% discount, in accordance with the terms of the Note. A Qualified Offering is defined as an offering that results in the Company’s Common Stock being listed on a National Exchange (NASDAQ or the NYSE/AMEX)
Fair value of convertible notes issued													$ 1,878,948
Warrants issued													67,820
Investment owned at fair value													425,000
Loss on convertible notes													1,521,768
Financial liabilities fair value disclosure													1,876,204
Gain on convertible notes at fair value													2,744
Related Party [Member]
Related Party Transaction [Line Items]
Other liabilities													18,000
Common Stock [Member]
Related Party Transaction [Line Items]
Warrants issued
Secured Convertible Note Agreement [Member] | FWHC Bridge LLC [Member]
Related Party Transaction [Line Items]
Proceeds from convertible debt										$ 1,500,000
Secured Convertible Note Agreement [Member] | Common Stock [Member]
Related Party Transaction [Line Items]
Debt effective rate										20.00%
Second Closing Bring Down Agreement [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount									$ 750,000
Interest rate									8.00%
Debt effective rate									20.00%
Proceeds from convertible debt									$ 437,000
Debt Conversion Agreement [Member]
Related Party Transaction [Line Items]
Proceeds from convertible debt						$ 10,000,000
Convertible debt						$ 500,000
Conversion price percentage						25.00%
Debt Instrument Convertible Conversion Price						$ 0.002
Milestone payments						$ 1,000,000
Debt Conversion Agreement [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Milestone payments						2
Debt Conversion Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Related Party Transaction [Line Items]
Proceeds from convertible debt						$ 15,000,000
Conversion price percentage						80.00%
Note Conversion Agreement [Member]
Related Party Transaction [Line Items]
Debt Instrument Convertible Conversion Price					$ 2.00
Risk adjusted percentage					70.00%
Debt instrument, decrease, forgiveness					$ 500,000
Debt discount																$ 499,000
Note Conversion Agreement [Member] | New Notes [Member]
Related Party Transaction [Line Items]
Debt Instrument Convertible Conversion Price					$ 2.00
Reverse stock split					Upon the effective date of the Company’s 1,000-1 reverse split, the conversion price adjusted to the lesser of (a) the price in the Qualified Financing or (b) $2.00 per share.
Royalty percentage					15.00%
Securities purchase agreement [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount		$ 1,250	$ 300,000
Debt Instrument Convertible Conversion Price			$ 0.001	$ 2.00
Convertible Notes Payable Current			$ 300,000
Common stock par value		$ 0.001	$ 0.001
Number of shares isuued and outstanding percentage				20.00%
Warrant term				5 years
Warrant Exercise Price		$ 2.00	$ 2.00	$ 2.00
Debt Instrument Description		The March 27, 2023, Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023, Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.	The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		12,500	30,000
Raymond Monteleone [Member]
Related Party Transaction [Line Items]
Professional fees								$ 7,500
[custom:AdditionalFees]								$ 2,500
Debt instrument periodic payment															$ 3,750
Officers compensation													11,250	25,000
Accrued salaries													46,250
William Horne [Member] | Oral Agreement [Member]
Related Party Transaction [Line Items]
Professional fees											$ 5,000						$ 2,500
Officers compensation													7,500	20,000
Accrued salaries													25,000
[custom:DeferredSalaryAndCompensation]											$ 108,000
Richard Rosenblum [Member] | Oral Agreement [Member]
Related Party Transaction [Line Items]
Professional fees							$ 5,000
Debt instrument periodic payment																	2,500
Officers compensation													7,500	12,500
Accrued salaries													25,000
Matthew Anderer [Member] | Oral Agreement [Member]
Related Party Transaction [Line Items]
Professional fees							$ 5,000
Debt instrument periodic payment																	$ 2,500
Officers compensation													7,500	$ 12,500
Accrued salaries													$ 25,000
Investor [Member] | Secured Convertible Note Agreement [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount										$ 2,575,000
Debt instrument maturity date										Jun. 17, 2022
Interest rate										8.00%
Investor [Member] | Secured Convertible Note Agreement [Member] | FWHC Bridge LLC [Member]
Related Party Transaction [Line Items]
Proceeds from convertible debt										$ 25,000
Investor [Member] | Second Closing Bring Down Agreement [Member] | FWHC Bridge LLC [Member]
Related Party Transaction [Line Items]
Proceeds from convertible debt									$ 7,000
Investor [Member] | Securities purchase agreement [Member]
Related Party Transaction [Line Items]
Convertible Notes Payable Current		$ 125,000
Common stock par value		$ 0.001
Warrant Exercise Price		$ 2.00											$ 2.00
Debt Instrument Description		Further, in connection with the March 2023 and April 2023 SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company.											Further, in connection with the February 2023 SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company, dated February 24, 2023.
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		12,500											30,000
Investor [Member] | Securities purchase agreement [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Debt Instrument Convertible Conversion Price	$ 2.00
Convertible Notes Payable Current	$ 35,000
Number of shares isuued and outstanding percentage	20.00%
Warrant term	5 years
Warrant Exercise Price	$ 2.00
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Repayments of Related Party Debt													$ 53,000			$ 40,000

XML

SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING (Details) - shares	Mar. 31, 2023	Dec. 31, 2022	Jun. 10, 2022
Class of Stock [Line Items]
Common stock, shares outstanding	628,121	618,506
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	438,776,170	438,776,170	438,776,170
One for Thousand Reverse Stock Split [Member]
Class of Stock [Line Items]
Common stock, shares outstanding	628,121	618,506
One for Thousand Reverse Stock Split [Member] | Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	438,776,170	438,776,170

XML

SCHEDULE OF ASSUMPTIONS USED TO CALCULATE FAIR VALUE OF STOCK OPTIONS (Details) - 2021 Grants [Member]	3 Months Ended
	Mar. 31, 2023 $ / shares
Minimum [Member]
Option value	$ 54.00
Risk Free Rate	0.90%
Expected Volatility	173.99%
Expected term (years)	5 years
Maximum [Member]
Option value	$ 56.00
Risk Free Rate	1.37%
Expected Dividend- yield
Expected Volatility	176.04%
Expected term (years)	7 years

XML

SUMMARY OF STOCK OPTION ACTIVITY (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Equity [Abstract]
Shares, Outstanding Balance	29,385	29,635
Weighted Average Exercise Price, Outstanding Balance	$ 83.81	$ 86.48
Weighted Average Remaining Term (Years), Outstanding	8 years 2 months 19 days	9 years 2 months 12 days
Shares, Exercised
Weighted Average Exercise Price, Granted
Shares, Exercised
Weighted Average Exercise Price, Granted
Shares, Outstanding Balance	29,385	29,635
Weighted Average Exercise Price, Outstanding Balance	$ 83.81	$ 86.48
Weighted Average Remaining Term (Years), Outstanding	7 years 11 months 23 days	8 years 11 months 15 days
Shares, Outstanding Balance		18,218
Weighted Average Exercise Price, Outstanding Balance			$ 100.00

XML

SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Equity [Abstract]
Shares Non-vested, Balance | shares	7,979
Weighted Average Grant Date Fair Value Non-vested, Balance | $ / shares	$ 55.70
Shares Non-vested, Vested | shares	(1,146)
Weighted Average Grant Date Fair Value Non-vested, Vested | $ / shares	$ 55.36
Shares Non-vested, Balance | shares	6,833
Weighted Average Grant Date Fair Value Non-vested, Balance | $ / shares	$ 55.75

XML

SCHEDULE OF ANTI-DILUTIVE SECURITIES OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	438,776	882,924
Warrants To Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		384,694
Series A Preferred Stock Convertible To Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	438,776	498,230

XML

EQUITY TRANSACTIONS (Details Narrative) - USD ($)						3 Months Ended		12 Months Ended
	Mar. 17, 2023	Nov. 14, 2022	Sep. 29, 2022	Jun. 10, 2022	Apr. 02, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized				500,000,000		500,000,000		500,000,000
Common stock, shares outstanding						628,121		618,506
Conversion of stock shares				438,776
Conversion of stock, description						As a result of the Reverse Stock Split, the Series A Preferred Stock is convertible at a ratio of one thousand shares of Series A Preferred Stock into one share of common stock.
Share granted
Share based compensation, stock option vested						1,146
Share based compensation, stock option exercise price
Share-based compensation arrangement by share-based payment award, options,outstanding number						29,385	29,635	29,385	29,635
Share-based compensation arrangement by share-based payment award, vested ,outstanding number						22,552	18,218
Employee benefits and share based compensation						$ 41,000	$ 112,000
Aggregate intrinsic value						$ 115,000
Weighted average remaining contractual term						1 year 8 months 26 days
Antidilutive securities excluded from computation						438,776	882,924
Reverse Stock Split [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of stock shares						438,776
Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Antidilutive securities excluded from computation						489,680	2,196
Stock Options [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Antidilutive securities excluded from computation						29,385	29,635
Purchase Agreement Member
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price of warrant		$ 2.50	$ 2.50
Proceeds from issuance of common stock		$ 30,000	$ 225,000
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares outstanding				438,776,170		438,776,170		438,776,170
Conversion of stock, shares						0
Preferred stock, voting rights						Holders of Series A Preferred Stock (“Series A Holders”) have the right to receive notice of any meeting of holders of common stock and to vote upon any matter submitted to a vote of the holders of common stock. Each Series A Holder shall vote on each matter on an as converted basis submitted to them with the holders of common stock.
Conversion of stock, description						converts to common stock at a 1000:1 ratio immediately upon request of the Series A Holder.
Series A Preferred Stock [Member] | Reverse Stock Split [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares outstanding						438,776,170
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares outstanding						628,121		618,506
Stock Issued During Period Shares Conversion Of Units	9,615
Stock Issued During Period Value Conversion Of Units	$ 10,000
Common Stock [Member] | Purchase Agreement Member
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of new shares		15,000	112,500
Warrant [Member] | Purchase Agreement Member
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock and warrants purchase		7,250	56,250
Warrant Holders [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price of warrant							$ 14.00	$ 14.00
Warrant term							5 years
Common stock and warrants purchase								83,579
Proceeds from warrant exercises								$ 1,170,000
Directors and Officers [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share granted					54,750
Share based compensation, stock option vested					4,750
Share based compensation, stock option exercise price					$ 70.00

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COMMITMENTS & CONTINGENCIES (Details Narrative) - USD ($)					3 Months Ended
	Mar. 02, 2022	Dec. 23, 2021	Jan. 02, 2021	Jun. 15, 2020	Mar. 31, 2023	Mar. 31, 2022
Loss Contingencies [Line Items]
Employment bonus					$ 165,257	$ 347,219
Share-based compensation arrangement by share-based payment		As additional compensation, Mr. Yurkowsky shall receive shares of common stock of the Company representing 1% of the Company’s fully diluted equity as of the grant date if the Company achieves a market capitalization of at least $250 million for 60 consecutive days during the Employment Period (the “Equity Award”). If the Company achieves a market capitalization of at least $500 million for 60 consecutive days during the Employment Period, the executive shall receive an additional Equity Award of 1%, such that he has in the aggregate received shares of common stock of the Company representing 2% of the Company’s fully diluted equity as of the date of grant.
Employee benefits and share-based compensation					41,000	112,000
Equity award based compensation expense						$ 114,000
Professional Fees			$ 22,500
Accrued Liabilities					138,625
Sinclair Broadcast Group Inc [Member]
Loss Contingencies [Line Items]
Advertising expense					75,000
ITN Network, LLC [Member]
Loss Contingencies [Line Items]
Advertising expense					$ 45,000
Employment Agreement [Member] | Chief Executive Officer [Member] | Yurkowsky [Member]
Loss Contingencies [Line Items]
Base salary		$ 180,000
Employment bonus		100,000
Secures and financing receivable		10,000,000
Equity Award [Member]
Loss Contingencies [Line Items]
Share based compensation expense		$ 328,000
Straight line basis derived service period		8 months 15 days
Equity Award [Member] | Chief Executive Officer [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Employee benefits and share-based compensation		$ 250,000,000
Equity Award [Member] | Chief Executive Officer [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Employee benefits and share-based compensation		$ 500,000,000
Consulting Agreement [Member] | Tanya Rhodes of Rhodes & Associates, Inc [Member]
Loss Contingencies [Line Items]
Professional average fee				$ 21,000
[custom:IncreaseInProfessionalAverageFeePercentage-0]				5.00%
Consulting Agreement [Member] | Aplha IR Group [Member]
Loss Contingencies [Line Items]
Professional average fee	$ 9,750

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DEBT (Details Narrative) - USD ($)							3 Months Ended
	Mar. 27, 2023	Feb. 28, 2023	Feb. 24, 2023	Aug. 08, 2022	Jun. 09, 2022	Jun. 09, 2022	Mar. 31, 2023	Feb. 02, 2023	Mar. 31, 2022
Short-Term Debt [Line Items]
Debt instrument description	The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.						The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.
Debt instrument, face amount	$ 3,500,000
Securities purchase agreement [Member]
Short-Term Debt [Line Items]
Debt instrument description	The March 27, 2023, Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023, Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.		The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.
Debt instrument, face amount	$ 1,250		$ 300,000
Two accredited investors [Member] | Securities purchase agreement [Member]
Short-Term Debt [Line Items]
Interest rate					10.00%	10.00%
Debt instrument, face amount					$ 272,500	$ 272,500
Debt effective rate					65.00%	65.00%
Accredited investors [Member] | Securities purchase agreement [Member]
Short-Term Debt [Line Items]
Debt instrument description					For the first six months, the Company had the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid.	This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the Volume Average Weighted Price (“VWAP”) of the five (5) days prior to conversion.
Debt instrument, face amount					$ 100,000	$ 100,000
Accredited investor [Member] | Securities purchase agreement [Member]
Short-Term Debt [Line Items]
Interest rate				10.00%				10.00%
Debt instrument description		For the first six months, the Company has the right to prepay the note at a premium of between 25% and 40% depending on when it is repaid		For the first six (6) months, the Company had the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid.
Debt instrument, face amount		$ 150,000		$ 65,000
Debt effective rate		65.00%		65.00%
Notes Payable [Member]
Short-Term Debt [Line Items]
Debt instrument periodic payment							$ 5,800
Interest rate							5.00%
Debt instrument description							The Company finalized an eighteen-month extension to March 1, 2021.
Debt instrument periodic payment							$ 1,000
Notes Payable [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Interest rate							5.00%
Notes Payable [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Interest rate							3.00%
Notes Payable [Member] | Merger [Member]
Short-Term Debt [Line Items]
Maturity date							Aug. 01, 2019
Promissory Note [Member]
Short-Term Debt [Line Items]
Notes payable									$ 69,000

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SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED (Details) - USD ($)	Mar. 31, 2023	Dec. 22, 2022	Sep. 07, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Total costs of the asset acquisition	$ 792,256
Intellectual Property [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Common stock		$ 54,070	$ 29,557
Common stock (anti-dilution shares, to be issued – included in other current liabilities)		305,998	195,532
Direct transaction costs		14,338	21,600
Total costs of the asset acquisition		$ 792,256	246,689
Cash			469
Liabilities assumed – legal and administrative costs			(999,728)
Intangible assets: IPR&D			1,245,948
Net identifiable assets acquired			$ 246,689

XML

SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($)	Dec. 22, 2022	Mar. 31, 2023	Sep. 07, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Total costs of the asset acquisition		$ 792,256
Intellectual Property [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Common stock	$ 54,070		$ 29,557
Anti-Dilution share liability	305,998		195,532
Contingent Performance payment liability	417,850
Direct transaction costs	14,338		21,600
Total costs of the asset acquisition	792,256		$ 246,689
Scion Agreement [Member] | Qualified Funding/Uplifting [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	45,000
Scion Agreement [Member] | 1-Year Anniversary of Uplifting [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	75,000
Scion Agreement [Member] | 2-Year Anniversary of Uplifting [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	120,000
Scion Agreement [Member] | Initiation of SkinDisc Study [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	50,000
Scion Agreement [Member] | Receipt of Approval/Clearance that would Allow SkinDisc to go to Market [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	100,000
Scion Agreement [Member] | Submission for Specific and Individual Reimbursement Codes Relating to SkinDisc [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	25,000
Scion Agreement [Member] | Receipt of Specific and Individual Reimbursement Codes Relating to SkinDisc [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	50,000
Scion Agreement [Member] | Completion of SkinDisc Study [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	50,000
Scion Agreement [Member] | Launch of Any Additional SkinDisc Product Line Extension [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	$ 100,000
Scion Agreement [Member] | Sales [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment description	Greater of (i) 4% of net revenues from SkinDisc (including SkinDisc line extensions) during such calendar year and (ii) $50,000
Scion Agreement [Member] | Cumulative Net Sales from SkinDisc of $600,000 [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	$ 200,000
Scion Agreement [Member] | Cumulative Net Sales from SkinDisc of $2,000,000 [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	150,000
Scion Agreement [Member] | Cumulative Net Sales from SkinDisc of $4,000,000 [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	300,000
Scion Agreement [Member] | Net Sales from SkinDisc of $6,000,000 [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	$ 300,000

XML

SCHEDULE OF PERFORMANCE PAYMENTS (Details) (Parenthetical) - Scion Agreement [Member]	Dec. 22, 2022 USD ($)
Cumulative Net Sales from SkinDisc of $600,000 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net sales	$ 600,000
Cumulative Net Sales from SkinDisc of $2,000,000 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net sales	2,000,000
Cumulative Net Sales from SkinDisc of $4,000,000 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net sales	4,000,000
Net Sales from SkinDisc of $6,000,000 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net sales	$ 6,000,000

XML

ACQUISITIONS (Details Narrative) - USD ($)			12 Months Ended
	Dec. 22, 2022	Sep. 07, 2022	Dec. 31, 2022	Mar. 31, 2023
Business Acquisition [Line Items]
Business combination, recognized identifiable assets acquired		$ 1,240,000
Assumed liabilities		1,000,000
Purchase price		247,000
Transaction costs		$ 21,600
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets				$ 792,256
Scion Agreement [Member]
Business Acquisition [Line Items]
Voting right percentage	100.00%
Common Stock [Member]
Business Acquisition [Line Items]
Number of shares issued		52,023
Anti Dilution Shares [Member]
Business Acquisition [Line Items]
Number of shares issued			344,159
Jantibody Agreement [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Shares issued, acquisition		52,023
Scion Agreement [Member]
Business Acquisition [Line Items]
Shares issued, acquisition	123,153
Jantibody LLC [Member]
Business Acquisition [Line Items]
Ownership percentage		17.50%
Scion Solutions LLC [Member]
Business Acquisition [Line Items]
Ownership percentage				33.30%

XML

SUMMARY OF ISSUANCE OF WARRANTS (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Common Stock Warrants
Number of Shares, Warrants Outstanding and Exercisable, Beginning	447,967	406,301
Weighted Average Exercise Price Outstanding and Exercisable, Beginning	$ 10.90	$ 35.00
Weighted Average Remaining Contractual Life Warrants Outstanding and Exercisable, Beginning	6 years 7 months 24 days	8 years 2 months 1 day
Number of shares , Expired	(787)	(20,411)
Weighted Average Exercise Price, Expired	$ 489.80	$ 33.00
Number of Shares, Exercised		(83,579)
Weighted Average Exercise Price, Exercised		$ 10.00
Number of Shares, Warrants Granted	42,500	84,579
Weighted Average Exercise Price, Granted	$ 2.00	$ 10.00
Weighted Average Remaining Contractual Life Warrants Granted	4 years 11 months 1 day	4 years 10 months 17 days
Number of Shares, Warrants Outstanding and Exercisable, Ending	489,680	386,890
Weighted Average Exercise Price, Outstanding and Exercisable, Balance	$ 9.35	$ 20.00
Weighted Average Remaining Contractual Life Outstanding and Exercisable		7 years 6 months 25 days

XML

SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2023 $ / shares shares	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
2/09/2022 Granted For Services Provided [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	1,000
Stock Price	$ 32.00
Warrant exercise price	14.00
Warrant Grant Date Fair Value	$ 31.00
Life of Warrant	5 years
Measurement Input, Risk Free Interest Rate [Member] | 2/09/2022 Granted For Services Provided [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.82
Measurement Input, Price Volatility [Member] | 2/09/2022 Granted For Services Provided [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.69
1/19/2022 Granted For Inducement Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	3,732
Stock Price	$ 63.25
Warrant exercise price	14.00
Warrant Grant Date Fair Value	$ 62.00
Life of Warrant	5 years
1/19/2022 Granted For Inducement Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.62
1/19/2022 Granted For Inducement Agreement [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	187.79
1/20/2022 Granted For Inducement Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	372
Stock Price	$ 64.50
Warrant exercise price	14.00
Warrant Grant Date Fair Value	$ 64.00
Life of Warrant	5 years
1/20/2022 Granted For Inducement Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.62
1/20/2022 Granted For Inducement Agreement [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	187.85
Granted For Inducement Agreemen Two [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	187
Stock Price	$ 64.50
Warrant exercise price	14.00
Warrant Grant Date Fair Value	$ 64.00
Life of Warrant	5 years
Granted For Inducement Agreemen Two [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.62
Granted For Inducement Agreemen Two [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	187.85
1/24/2022 Granted For Inducement Agreement Three [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	374
Stock Price	$ 48.00
Warrant exercise price	14.00
Warrant Grant Date Fair Value	$ 47.00
Life of Warrant	5 years
1/24/2022 Granted For Inducement Agreement Three [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.53
1/24/2022 Granted For Inducement Agreement Three [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.01
1/25/2022 Granted For Inducement Agreement Four [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	3,744
Stock Price	$ 49.10
Warrant exercise price	$ 14.00
Warrant Grant Date Fair Value		$ 48.00
Life of Warrant	5 years
1/25/2022 Granted For Inducement Agreement Four [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.56
1/25/2022 Granted For Inducement Agreement Four [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.00
2/02/2022 Granted For Inducement Agreement Five [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	3,741
Stock Price	$ 44.55
Warrant exercise price	14.00
Warrant Grant Date Fair Value	$ 44.00
Life of Warrant	5 years
2/02/2022 Granted For Inducement Agreement Five [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.60
2/02/2022 Granted For Inducement Agreement Five [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.25
2/04/2022 Granted For Inducement Agreement Six [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	6,935
Stock Price	$ 44.38
Warrant exercise price	14.00
Warrant Grant Date Fair Value	$ 43.00
Life of Warrant	5 years
2/04/2022 Granted For Inducement Agreement Six [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.78
2/04/2022 Granted For Inducement Agreement Six [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.33
2/04/2022 Granted For Inducement Agreement Seven [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	13,870
Stock Price	$ 44.38
Warrant exercise price	14.00
Warrant Grant Date Fair Value	$ 43.00
Life of Warrant	5 years
2/04/2022 Granted For Inducement Agreement Seven [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.78
2/04/2022 Granted For Inducement Agreement Seven [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.33
2/22/2022 Granted For Inducement Agreement Eight [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	41,609
Stock Price	$ 32.88
Warrant exercise price	14.00
Warrant Grant Date Fair Value	$ 32.00
Life of Warrant	5 years
2/22/2022 Granted For Inducement Agreement Eight [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.85
2/22/2022 Granted For Inducement Agreement Eight [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.59
2/22/2022 Granted For Inducement Agreement Nine [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	693
Stock Price	$ 32.88
Warrant exercise price	14.00
Warrant Grant Date Fair Value	$ 32.00
Life of Warrant	5 years
2/22/2022 Granted For Inducement Agreement Nine [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.85
2/22/2022 Granted For Inducement Agreement Nine [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.59
Granted For Inducement Agreement Ten [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	8,322
Stock Price	$ 28.00
Warrant exercise price	$ 14.00
Warrant Grant Date Fair Value			$ 27.00
Life of Warrant	5 years
Granted For Inducement Agreement Ten [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	2.33
Granted For Inducement Agreement Ten [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	194.01
9/27/2022 Granted for Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	56,250
Stock Price	$ 6.00
Warrant exercise price	2.50
Warrant Grant Date Fair Value	$ 5.94
Life of Warrant	5 years
9/27/2022 Granted for Securities Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	4.21
9/27/2022 Granted for Securities Purchase Agreement [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	213.54
11/14/2022 Granted for Securities Purchase Agreement One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	7,500
Stock Price	$ 5.75
Warrant exercise price	2.50
Warrant Grant Date Fair Value	$ 5.69
Life of Warrant	5 years
11/14/2022 Granted for Securities Purchase Agreement One [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	4.00
11/14/2022 Granted for Securities Purchase Agreement One [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	213.28
Granted For Convertible Note Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	30,000
Stock Price	$ 1.60
Warrant exercise price	2.00
Warrant Grant Date Fair Value	$ 1.57
Life of Warrant	5 years
Granted For Convertible Note Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	4.16
Granted For Convertible Note Agreement [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	211.43
Granted For Convertible Note Agreemen tOne [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	10,000
Stock Price	$ 1.70
Warrant exercise price	2.00
Warrant Grant Date Fair Value	$ 1.68
Life of Warrant	5 years
Granted For Convertible Note Agreemen tOne [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	3.59
Granted For Convertible Note Agreemen tOne [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	218.15
Granted For Convertible Note Agreement Two [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	2,500
Stock Price	$ 1.60
Warrant exercise price	2.00
Warrant Grant Date Fair Value	$ 1.58
Life of Warrant	5 years
Granted For Convertible Note Agreement Two [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	3.63
Granted For Convertible Note Agreement Two [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	218.17

XML

COMMON STOCK WARRANTS (Details Narrative)	3 Months Ended
	Mar. 31, 2023 USD ($)
Warrant Issued [Member]
General and Administrative Expense	$ 68,000

XML

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Apr. 12, 2023	Mar. 27, 2023	Feb. 24, 2023	Feb. 23, 2023	Mar. 31, 2023
Subsequent Event [Line Items]
Convertible shares percentage		20.00%	20.00%
Subsequent Event [Member]
Subsequent Event [Line Items]
Accrued unpaid interest rate percentage	8.00%
Convertible shares percentage	20.00%
Securities purchase agreement [Member]
Subsequent Event [Line Items]
Convertible notes payable current			$ 300,000
[custom:NumberOfSharesIsuuedAndOutstandingPercentage]				20.00%
Debt Instrument, Convertible, Conversion Price			$ 0.001	$ 2.00
[custom:WarrantTerm]				5 years
Warrant exercise price		$ 2.00	$ 2.00	$ 2.00
Investor [Member] | Securities purchase agreement [Member]
Subsequent Event [Line Items]
Convertible notes payable current		$ 125,000
Warrant exercise price		$ 2.00			$ 2.00
Investor [Member] | Securities purchase agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Convertible notes payable current	$ 35,000
[custom:NumberOfSharesIsuuedAndOutstandingPercentage]	20.00%
Debt Instrument, Convertible, Conversion Price	$ 2.00
[custom:WarrantTerm]	5 years
Warrant exercise price	$ 2.00