SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the condensed consolidated balance sheet date but before the condensed consolidated financial statements are issued. Based on the evaluation, the Company identified the following subsequent events:

On October 1, 2024, the Company delivered an Advance Notice to the Platinum Point Capital and sold Platinum Point Capital 166,667 shares of common stock pursuant to the terms of the ELOC for $3.60 per share for a total of $521,016, net of fees, discounts and expenses.

On October 2, 2024, Platinum Point Capital converted a total of 190 shares of Series B Preferred Stock of the Company into 66,923 shares of common stock of the Company, in accordance with the terms of the Series B Preferred Stock. The shares were valued at $3.12 per share for a total value of $209,000.

On October 7, 2024, the Company repaid $37,500 that was borrowed from Ronin Equity Partners, which is owned and controlled by Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman of the Board of Directors. The amount borrowed did not accrue interest.

On October 18, 2024, Platinum Point Capital converted a total of 200 shares of Series B Preferred Stock of the Company into 93,299 shares of common stock of the Company, in accordance with the terms of the Series B Preferred Stock. The shares were valued at $2.358 per share for a total value of $220,000.

On October 18, 2024, the Company entered into a $150,000 promissory note (the “Cohen Note”) with Cohen Enterprises, Inc., which entity is owned by Jacob D. Cohen, the Chairman and Chief Executive Officer of the Company (“Cohen Enterprises”), to evidence, document and memorialize (a) $50,000 loaned to the Company from Cohen Enterprises on March 18, 2024, and (b) $100,000 loaned to the Company from Cohen Enterprises on April 1, 2024, which amounts previously accrued no interest and were due on demand.

The Cohen Note in the principal amount of $150,000, accrues interest at the rate of 8% per annum (12% upon the occurrence of an event of default), with interest accruing monthly in arrears and payable at maturity or earlier acceleration. The Cohen Note is due upon the earlier of January 2, 2025, and upon acceleration by Cohen Enterprises pursuant to the terms thereof upon default, or automatically upon certain bankruptcy events occurring. The Cohen Note may be prepaid without penalty, is unsecured and contains customary representations and covenants of the Company. The note includes customary events of default, and allows Cohen Enterprises the right to accelerate the amount due under the note upon the occurrence of such event of default, subject to certain cure right

On October 21, 2024 the Company learned that Eli Lilly has made certain public claims alleging, and has stated that it has filed a lawsuit against the Company claiming that the Company improperly copied its weight-loss medicine, Zepbound and Mounjaro. As of the date of this Report, the Company has not been officially served and strongly refutes any and all claims made by Eli Lilly regarding the sale of compounded tirzepatide. The Company believes it has strong arguments against Eli Lilly’s claims and intends to vigorously defend itself in this matter.

On October 24, 2024, the Company delivered an Advance Notice to Platinum Point Capital and sold Platinum Point Capital 33,333 shares of common stock pursuant to the terms of the ELOC for $2.36 per share for a total of $78,787, net of fees, discounts and expenses.

On November 11, 2024 and effective on October 1, 2024, the Company entered into a renewal of the Consulting agreement with Eugene M. Johnston, the Company’s Chief Financial Officer (the “CFO Consulting Agreement”) whereby Mr. Johnston agreed to serve as the Chief Financial Officer of the Company and to provide services to the Company as reasonably requested during the term of the CFO Consulting Agreement, which is 12 months. As consideration for the services to be provided by Mr. Johnston under the Consulting Agreement, the Company agreed to pay him (a) $4,000 per month; and (b) to issue him 25,000 shares of Company common stock under the Company’s 2022 Equity Incentive Plan, as amended, which shares vested upon execution of the CFO Consulting Agreement.

The CFO Consulting Agreement may be terminated prior to the end of the term (i) with the mutual approval of the parties; (ii) with written notice by the non-breaching party, upon the breach of the agreement by the other party, and the failure to cure such breach within 30 days; or (iii) by Mr. Johnston, at any time, for any reason.

Unless otherwise noted, share numbers and per share amounts in these financial statements reflect the Reverse Stock Split.

The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance, less the number of rounded whole shares issued for fractional shares on October 16, 2024. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding.

The following table illustrates changes in equity, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented:

	December 31, 2022
	As Previously Reported		Impact of Reverse Stock Split			As Revised
Common Stock - Shares		13,365,000		(12,474,000	)		891,000
Common Stock - Amount		1,337		(1,248	)		89
Additional Paid-in Capital		2,628,449		1,247			2,629,696

	March 31, 2023
	As Previously Reported		Impact of Reverse Stock Split			As Revised
Common Stock - Shares		15,315,000		(14,294,000	)		1,021,000
Common Stock - Amount	$	1,532	$	(1,430	)	$	102
Additional Paid-in Capital	$	8,394,285	$	1,430		$	8,395,714

	June 30, 2023
	As Previously Reported		Impact of Reverse Stock Split			As Revised
Common Stock - Shares		16,714,500		(15,600,200	)		1,114,300
Common Stock - Amount	$	1,671	$	(1,559	)	$	112
Additional Paid-in Capital	$	9,861,684	$	1,559		$	9,863,242

	September 30, 2023
	As Previously Reported		Impact of Reverse Stock Split			As Revised
Common Stock - Shares		16,789,500		(15,670,200	)		1,119,300
Common Stock - Amount	$	1,679	$	(1,796	)	$	117
Additional Paid-in Capital	$	10,013,268	$	1,564		$	10,014,831

	December 31, 2023
	As Previously Reported		Impact of Reverse Stock Split			As Revised
Common Stock - Shares		21,419,500		(19,991,533	)		1,427,967
Common Stock - Amount		2,142		(1,994	)		148
Additional Paid-in Capital		12,000,785		1,995			12,002,779

	March 31, 2024
	As Previously Reported		Impact of Reverse Stock Split			As Revised
Common Stock - Shares		23,619,500		(22,044,866	)		1,574,634
Common Stock - Amount	$	2,362	$	(2,199	)	$	163
Additional Paid-in Capital	$	12,635,030	$	2,200		$	12,637,229

	June 30, 2024
	As Previously Reported		Impact of Reverse Stock Split			As Revised
Common Stock - Shares		29,135,451		(27,193,087	)		1,942,364
Common Stock - Amount	$	2,913	$	(2,713	)	$	200
Additional Paid-in Capital	$	30,300,213	$	482,664		$	30,782,876

The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented:

	Three months ended September 30, 2023
	As Previously Reported			Impact of Reverse Stock Split			As Revised
Loss attributable to common stockholders		(1,799,460	)		-			-
Weighted average shares used to compute basic and diluted EPS		15,923,588			(14,862,016	)		1,061,572
Loss per share - basic and diluted	$	(0.11	)	$	(1.59	)	$	(1.70	)

	Nine months ended September 30, 2023
	As Previously Reported			Impact of Reverse Stock Split			As Revised
Loss attributable to common stockholders		(6,644,370	)		-			-
Weighted average shares used to compute basic and diluted EPS		14,923,461			(13,928,564	)		994,897
Loss per share - basic and diluted	$	(0.45	)	$	(6.23	)	$	(6.68	)

The following outstanding stock options and warrants exercisable or issuable into shares of common stock were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive:

	Nine months ended September 30, 2023
	As Previously Reported		Impact of Reverse Stock Split			As Revised
Common stock options		1,400,000		(1,306,667	)		93,333
common stock warrants		1,063,000		(992,133	)		70,867

Stock options were adjusted retroactively to give effect to the Reverse Stock Split for the nine months ended September 30, 2023

	Nine months ended September 30, 2023
	As Previously Reported				Impact of Reverse Stock Split					As Revised
	Options Outstanding		Weighted Average Exercise Price		Options Outstanding			Weighted Average Exercise Price		Options Outstanding		Weighted Average Exercise Price
Options outstanding at December 31, 2022		1,250,000	$	1.10		(1,166,667	)	$	15.40		83,333	$	16.50
Options exercised		-				-					-		-
Options cancelled		-				-					-		-
Options granted		150,000	$	1.10		(140,000	)	$	15.40		10,000	$	16.50
Options outstanding at September 30, 2023		1,400,000				(1,306,667	)				93,333

Warrants were adjusted retroactively to give effect to the Reverse Stock Split for the nine months ended September 30, 2023:

	Nine months ended September 30, 2023
	As Previously Reported					Impact of Reverse Stock Split					As Revised
	Warrants Outstanding			Weighted Average Exercise Price		Warrants Outstanding			Weighted Average Exercise Price		warrants Outstanding			Weighted Average Exercise Price
Warrants outstanding at December 31, 2022		2,000,000		$	1.00		(1,866,667	)	$	14.00		133,333		$	15.00
Warrants exercised		(1,024,500	)	$	1.00		956,200		$	14.00		(68,300	)	$	15.00
Warrants cancelled		-					-					-			-
Warrants granted		87,500		$	5.00		(81,667	)	$	70.00		5,833		$	75.00
Warrants outstanding at September 30, 2023		1,063,000					(992,134	)				70,866