ENDONOVO THERAPEUTICS, INC. - Quarter Report: 2022 June (Form 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 June 30, 2022.
☐ 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: 000-55453
ENDONOVO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 45-2552528 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
6320 Canoga Avenue, 15th Floor, Woodland Hills, CA 91367
(Address of principal executive offices, zip code)
(800) 489-4774
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None
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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth 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 August 19, 2022, there were shares of common stock, $0.0001 par value issued and outstanding.
ENDONOVO THERAPEUTICS, INC.
TABLE OF CONTENTS
FORM 10-Q REPORT
June 30, 2022
Page Number | ||
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Condensed Consolidated Financial Statements (unaudited). | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 20 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 24 |
| Item 4. | Controls and Procedures. | 24 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings. | 25 |
| Item 1A. | Risk Factors. | 25 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 25 |
| Item 3. | Defaults Upon Senior Securities. | 26 |
| Item 4. | Mine Safety Disclosures | 26 |
| Item 5. | Other Information. | 26 |
| Item 6. | Exhibits. | 26 |
| SIGNATURES | 27 | |
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Endonovo Therapeutics, Inc.
Condensed Consolidated Balance Sheets
| June
30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | 85,936 | |||||
| Accounts receivable, net of allowance for doubtful accounts of $0 | 945 | 944 | ||||||
| Prepaid expenses and other current assets | 5,000 | 7,975 | ||||||
| Total current assets | 5,945 | 94,855 | ||||||
| Patents, net | 1,588,900 | 1,912,356 | ||||||
| Total assets | $ | 1,594,845 | $ | 2,007,211 | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 786,032 | $ | 658,463 | ||||
| Accrued interest | 3,032,796 | 2,528,459 | ||||||
| Deferred compensation | 4,210,261 | 3,891,361 | ||||||
| Notes payable, net of discounts of $49,830 and $75,800 as of June 30, 2022, and December 31, 2021 | 7,237,204 | 7,055,030 | ||||||
| Notes payable – former related party | 119,600 | 126,100 | ||||||
| Derivative liability | 5,289,261 | 3,442,297 | ||||||
| Total current liabilities | 20,675,154 | 17,701,710 | ||||||
| Acquisition payable | 79,825 | 79,825 | ||||||
| Total liabilities | 20,754,979 | 17,781,535 | ||||||
| COMMITMENTS AND CONTINGENCIES, note 9 | ||||||||
| Shareholders’ deficit | ||||||||
| Super AA super voting preferred stock, $ par value; authorized and issued and outstanding at June 30, 2022, and December 31, 2021 | 25 | 25 | ||||||
| Series B convertible preferred stock, $ par value; shares authorized, shares issued and outstanding at June 30, 2022, and December 31, 2021 | 1 | 1 | ||||||
| Series C convertible preferred stock, $ par value; shares authorized, shares issued and outstanding at June 30, 2022, and December 31, 2021 | ||||||||
| Series D convertible preferred stock, $ par value; shares authorized, issued and outstanding at June 30, 2022, and December 31, 2021 | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of June 30, 2022, and December 31, 2021 | 15,042 | 7,449 | ||||||
| Additional paid-in capital | 42,209,124 | 40,663,187 | ||||||
| Stock subscriptions | (1,570 | ) | (1,570 | ) | ||||
| Accumulated deficit | (61,382,756 | ) | (56,443,416 | ) | ||||
| Total shareholders’ deficit | (19,160,134 | ) | (15,774,324 | ) | ||||
| Total liabilities and shareholders’ deficit | $ | 1,594,845 | $ | 2,007,211 | ||||
See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.
| 3 |
Endonovo Therapeutics, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | $ | 650 | $ | 30,284 | $ | 2,932 | $ | 64,999 | ||||||||
| Cost of revenue | 383 | 500 | 1,097 | 3,021 | ||||||||||||
| Gross profit | 267 | 29,784 | 1,835 | 61,978 | ||||||||||||
| Operating expenses | 1,799,016 | 599,837 | 2,286,346 | 1,222,475 | ||||||||||||
| Loss from operations | (1,798,749 | ) | (570,053 | ) | (2,284,511 | ) | (1,160,497 | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Change in fair value of derivative liability | (316,606 | ) | (720,439 | ) | (1,846,964 | ) | (2,420,449 | ) | ||||||||
| Gain on settlement of debt | 104,760 | 114,021 | 43,813 | 70,996 | ||||||||||||
| Other expense | (178,000 | ) | (178,000 | ) | ||||||||||||
| Interest expense, net | (337,536 | ) | (120,198 | ) | (673,678 | ) | (467,600 | ) | ||||||||
| Other expense | (727,382 | ) | (726,616 | ) | (2,654,829 | ) | (2,817,053 | ) | ||||||||
| Loss before income taxes | (2,526,131 | ) | (1,296,669 | ) | (4,939,340 | ) | (3,977,550 | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net Loss | $ | (2,526,131 | ) | $ | (1,296,669 | ) | $ | (4,939,340 | ) | $ | (3,977,550 | ) | ||||
| Basic Loss per share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.05 | ) | $ | (0.08 | ) | ||||
| Diluted Loss per share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.05 | ) | $ | (0.08 | ) | ||||
| Weighted average common share outstanding: | ||||||||||||||||
| Basic | 134,360,871 | 58,487,227 | 106,696,127 | 50,084,150 | ||||||||||||
| Diluted | 134,360,871 | 58,487,227 | 106,696,127 | 50,084,150 | ||||||||||||
See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.
| 4 |
Endonovo Therapeutics, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Operating activities: | ||||||||
| Net Loss | $ | (4,939,340 | ) | $ | (3,977,550 | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Depreciation and amortization expense | 323,456 | 325,036 | ||||||
| Stock compensation expense | 40,961 | |||||||
| Fair value of commitment shares issued with debt | 33,470 | |||||||
| Fair value of equity issued for services | 1,281,900 | |||||||
| Gain on extinguishment of debt | (43,813 | ) | (70,996 | ) | ||||
| Amortization of note discount and original issue discount | 59,138 | 72,751 | ||||||
| Change in fair value of derivative liability | 1,846,964 | 2,420,449 | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | (8,475 | ) | ||||||
| Prepaid expenses and other current assets | 2,975 | 11,100 | ||||||
| Account payable & accrued liabilities | 205,844 | 10,304 | ||||||
| Accrued interest | 614,540 | 361,379 | ||||||
| Deferred compensation | 318,900 | 355,689 | ||||||
| Net cash used in operating activities | (329,436 | ) | (425,882 | ) | ||||
| Financing activities: | ||||||||
| Proceeds from the issuance of notes payable | 250,000 | 325,000 | ||||||
| Repayments on former related-party of notes payable | (6,500 | ) | (22,000 | ) | ||||
| Repayments of convertible debt in cash | (8,000 | ) | ||||||
| Proceeds from issuance of common stock and units | 126,000 | |||||||
| Net cash provided by financing activities | 243,500 | 421,000 | ||||||
| Net decrease in cash | (85,936 | ) | (4,882 | ) | ||||
| Cash, beginning of year | 85,936 | 13,420 | ||||||
| Cash, end of period | $ | $ | 8,538 | |||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Non-Cash Investing and Financing Activities: | ||||||||
| Conversion of notes payable and accrued interest to common stock | $ | 204,000 | $ | 501,629 | ||||
| Conversion of Preferred C Stock to common stock | $ | $ | 33,333 | |||||
| Debt discount from commitment shares issued with notes | $ | 33,167 | $ | |||||
See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.
| 5 |
Endonovo Therapeutics, Inc.
Condensed Consolidated Statement of Shareholders’ Deficit
(Unaudited)
For three and six months ended June 30, 2022
| Series AA Preferred Stock | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Common Stock | Additional Paid-in | Subscription | Retained | Total Shareholder’s | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Receivable | Earnings | Deficit | |||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2021 | 25,000 | $ | 25 | 600 | $ | 1 | 738 | $ | 305 | $ | 74,498,761 | $ | 7,449 | $ | 40,663,187 | $ | (1,570 | ) | $ | (56,443,416 | ) | $ | (15,774,324 | ) | ||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes payable and accrued interest | - | - | - | - | 3,700,000 | 370 | 88,430 | 88,800 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for settlement of debt | 2,428,777 | 243 | 45,904 | 46,147 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of commitment shares in connection with promissory note | - | - | - | - | 700,000 | 70 | 15,680 | 15,750 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the quarter ended March 31, 2022 | - | - | - | - | - | (2,413,209 | ) | (2,413,409 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2022 | 25,000 | $ | 25 | 600 | $ | 1 | 738 | $ | 305 | $ | 81,327,538 | $ | 8,132 | $ | 40,813,201 | $ | (1,570 | ) | $ | (58,856,625 | ) | $ | (18,036,836 | ) | ||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes payable and accrued interest | - | - | - | - | 6,500,000 | 650 | 114,550 | 115,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of commitment shares in connection with promissory note | - | - | - | - | 350,000 | 35 | 5,698 | 5,733 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for services | - | - | - | - | 62,250,000 | 6,225 | 1,275,675 | 1,281,900 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the quarter ended June 30, 2022 | - | - | - | - | - | (2,526,131 | ) | (2,526,131 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2022 | 25,000 | $ | 25 | 600 | $ | 1 | 738 | $ | 305 | $ | 150,427,538 | $ | 15,042 | $ | 42,209,124 | $ | (1,570 | ) | $ | 61,382,756 | $ | (19,160,134 | ) | |||||||||||||||||||||||||||||||||
| 6 |
For three and six months ended June 30, 2021
| Series AA Preferred Stock | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Common Stock | Additional Paid-in | Subscription | Retained | Total Shareholder’s | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Receivable | Earnings | Deficit | |||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2020 | 25,000 | $ | 25 | 600 | $ | 1 | 763 | $ | 305 | $ | 24,536,689 | $ | 2,453 | $ | 38,963,827 | $ | (1,570 | ) | $ | (53,338,522 | ) | $ | (14,373,786 | ) | ||||||||||||||||||||||||||||||||
| Shares issued as commitment to note holders | - | - | - | - | 2,300,334 | 230 | 101,652 | 101,882 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for cash | 7,000,000 | 700 | 125,300 | 126,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes payable and accrued interest | - | - | - | - | 17,686,548 | 1,769 | 831,429 | 833,198 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Valuation of stock options issued for services | - | - | - | - | - | 20,471 | 20,471 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the quarter ended March 31, 2021 | - | - | - | - | - | (2,680,881 | ) | (2,680,881 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2021 | 25,000 | $ | 25 | 600 | $ | 1 | 763 | $ | 305 | $ | 51,523,571 | $ | 5,152 | $ | 40,042,679 | $ | (1,570 | ) | $ | (56,019,403 | ) | $ | (15,973,116 | ) | ||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes payable and accrued interest | - | - | - | - | 3,804,103 | 381 | 116,165 | 116,546 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of Preferred Series C to Common share | - | - | (25 | ) | - | 1,111,111 | 111 | (111 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for debt settlement | - | - | - | - | 1,515,152 | 152 | 57,576 | 57,728 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued as commitment to note holders | - | - | - | - | 200,000 | 20 | 6,280 | 6,300 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued as settlement of debt with former related party | - | - | - | - | 2,505,834 | 251 | 84,446 | 84,697 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Valuation of stock options issued for services | - | - | - | - | - | 20,491 | 20,491 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the quarter ended June 30, 2021 | - | - | - | - | - | (1,296,669 | ) | (1,296,669 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2021 | 25,000 | $ | 25 | 600 | $ | 1 | 738 | $ | 305 | $ | 60,659,771 | $ | 6,067 | $ | 40,327,526 | $ | (1,570 | ) | $ | 57,316,072 | $ | (16,984,023 | ) | |||||||||||||||||||||||||||||||||
See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.
| 7 |
Endonovo Therapeutics, Inc.
Notes to Condensed Consolidated Financial Statements
Note 1 - Organization and Nature of Business
Endonovo Therapeutics, Inc. (Endonovo or the “Company”) is an innovative biotechnology company that has developed a bio-electronic approach to regenerative medicine. Endonovo is a growth stage company whose stock is publicly traded (OTCQB: ENDV).
The Company develops, manufactures, and distributes evolutionary medical devices focused on the rapid healing of wounds and reduction of pain, edema, and inflammation in the human body. The Company’s non-invasive bioelectric medical devices are designed to target inflammation, cardiovascular diseases, chronic kidney disease, and central nervous system disorders (“CNS” disorders).
The Company’s non-invasive Electroceutical® therapeutics device, SofPulse®, using pulsed short-wave radiofrequency at 27.12 MHz has been FDA-Cleared and CE Marked for the palliative treatment of soft tissue injuries and post-operative plain and edema, and has CMS National Coverage for the treatment of chronic wounds. The Company’s current portfolio of pre-clinical stage Electroceutical® therapeutics devices address chronic kidney disease, liver disease non-alcoholic steatohepatitis (NASH), cardiovascular and peripheral artery disease (PAD) and ischemic stroke.
Endonovo’s core mission is to transform the field of medicine by developing safe, wearable, non-invasive bioelectric medical devices that deliver the Company’s Electroceutical® Therapy. Endonovo’s bioelectric Electroceutical® devices harnesses bioelectricity to restore key electrochemical processes that initiate anti-inflammatory processes and growth factors in the body necessary for healing to rapidly occur.
Note 2 – Summary of significant accounting policies.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited interim condensed consolidated financial statements have been presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated financial statements as of June 30, 2022, and 2021, are unaudited; however, in the opinion of management such interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The accompanying financial information should be read in conjunction with the financial statements and the notes thereto in the Company’s most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2022. The results of operations for the period presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year.
Liquidity and Going Concern
The Company’s unaudited condensed consolidated financial statements are prepared using GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to obtain adequate capital to fund operating losses until it becomes profitable.
As of June 30, 2022, the Company had cash of $0 and a working capital deficiency of approximately $20.7 million. During the six months ended June 30, 2022, the Company used approximately $0.3 million of cash in its operation. The Company has incurred recurring losses resulting in an accumulated deficit of approximately $61.4 million as of June 30, 2022. These conditions raise substantial doubt as to its ability to continue as going concern within one year from issuance date of these financial statements.
| 8 |
Endonovo Therapeutics, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
During the six months ended June 30, 2022, the Company has raised approximately $0.3 million in debt financing through the issuance of promissory notes with fixed-rate conversion feature. The Company continues to raise additional capital through debt financing to fund its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern.
No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. To reduce the risk of not being able to continue as a going concern, management is commercializing its FDA cleared and CE marked products and has commenced implementing its business plan to materialize revenues from potential future license agreements, and or diversifying its business activities with the potential acquisition of specialty construction company. The Company will continue to raise additional capital through the issuance of fixed-rate conversion feature promissory notes.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Critical estimates include the value of shares issued for services, in connection with notes payable agreements, in connection with note extension agreements, and as repayment for outstanding debt, the useful lives of property and equipment, the valuation of the derivative liability, the valuation of warrants and stock options, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates.
The Company utilizes Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic earnings (loss) per share is computed based on the earnings (loss) attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted earnings (loss) per common share is calculated similar to basic earnings (loss) per share except that the denominator is increased to include additional common share equivalents available upon exercise of stock option, warrants, common shares issuable under convertible debt and restricted stock using the treasury stock method. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common share equivalents if their effect would be anti-dilutive. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. Securities that are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been antidilutive for the three months ended June 30, 2022, include stock options, warrants, and notes payable.
The Company has options and warrants to purchase common stock outstanding at June 30, 2022. The Company has options and warrants to purchase common stock outstanding at June 30, 2021
Accounts Receivable
The Company uses the specific identification method for recording the provision for doubtful accounts, which was $0 as of June 30, 2022, and December 31, 2021. Account receivables are written off when all collection attempts have failed.
| 9 |
Endonovo Therapeutics, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
Newly Adopted Accounting Principles
In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. In addition, ASU 2020-06 amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Amendments also affects the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The amendments are effective for public entities excluding smaller reporting companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods. The Company adopted the new standard update on January 1, 2021, which did not result in a material impact on the Company’s condensed consolidated results of operations, financial position, and cash flows.
The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.
Note 3 - Revenue Recognition
Contracts with Customers
The Company adopted ASC 606, Revenue from Contracts with Customers effective January 1, 2019, using the modified retrospective method applied to those contracts which were not substantially completed as of January 1, 2019. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
The Company routinely plan on entering into contracts with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and in most cases prices for the products and services that we offer. The Company’s performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and we accept the order. The Company identified performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. The Company generally recognize revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time, the Company has an unconditional right to receive payment. The Company’s sales and sale prices are final, and our prices are not affected by contingent events that could impact the transaction price.
Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations.
In connection with offering products and services provided to the end user by third-party vendors, the Company reviews the relationship between us, the vendor, and the end user to assess whether revenue should be reported on a gross or net basis. In asserting whether revenue should be reported on a gross or net basis, the Company considers whether the Company acts as a principal in the transaction and control the goods and services used to fulfill the performance obligation(s) associated with the transaction.
| 10 |
Endonovo Therapeutics, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
Sources of Revenue
The Company has identified the following revenues by revenue source:
| 1. | Medical care providers |
For the three and six months ended June 30, 2022, and 2021, the sources of revenue were as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Direct sales- medical care providers, gross | $ | 650 | $ | 30,284 | $ | 2,932 | $ | 64,999 | ||||||||
| Total sources of revenue | $ | 650 | $ | 30,284 | $ | 2,932 | $ | 64,999 | ||||||||
Warranty
Our general product warranties do not extend beyond an assurance that the product delivered will be consistent with stated specifications and do not include separate performance obligations.
Significant Judgments in the Application of the Guidance in ASC 606
There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon shipment of the product to the customer. This is consistent with the time in which the customer obtains control of the products. Performance obligations are also generally settled quickly after the purchase order acceptance, therefore the value of unsatisfied performance obligations at the end of any reporting period is generally immaterial.
We consider variable consideration in establishing the transaction price. Forms of variable consideration applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products in the periods in which the related revenue is recognized and adjusted in future periods as necessary.
Practical Expedients
Our payment terms for sales direct to distributors are substantially less than the one-year collection period that falls within the practical expedient in determination of whether a significant financing component exists.
| 11 |
Endonovo Therapeutics, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
Note 4 – Patents.
In December 2017, we acquired from Rio Grande Neurosciences, Inc. (RGN) a patent portfolio for $4,500,000. The earliest patents expire in 2024. The following is a summary of patents less accumulated amortization at June 30, 2022, and December 31, 2021:
| June
30, 2022 | December
31, 2021 | |||||||
| Patents | $ | 4,500,000 | $ | 4,500,000 | ||||
| Less accumulated amortization | 2,911,100 | 2,587,644 | ||||||
| Patents, net | $ | 1,588,900 | $ | 1,912,356 | ||||
Amortization expense associated with patents was $323,456 for the six months ended June 30, 2022, and 2021.
The estimated future amortization expense related to patents as of June 30, 2022, is as follows:
| Twelve Months Ending June 30, | Amount | |||
| 2023 | $ | 646,910 | ||
| 2024 | 646,910 | |||
| 2025 | 295,080 | |||
| Total | $ | 1,588,900 | ||
Note 5- Notes Payable
Activity for the six months ended June 30, 2022
Fixed rates Notes
During the six months ended June 30, 2022, the Company issued three (3) fixed rate promissory notes totaling $250,000 for funding of $250,000 with original terms of nine months and interest rates of 15%. The holder of the promissory note can convert the outstanding unpaid principal and accrued interest at a fixed conversion rate, subject to standard anti-dilution features, six-month after issuance date.
As of June 30, 2022, the Company has sixteen (16) fixed-rate promissory notes with an outstanding balance of $1,891,204, of which $1,116,204 are past maturity.
In October 2013, July 2014, October 2014 and August 2015, the Company initiated a series of private placements for up to $500,000, each, of financing by the issuance of notes payable at a minimum of $25,000, one unit. The notes bear interest at 10% per annum and were due and payable with accrued interest one year from issuance. During the six months ended June 30, 2022, the Company did not issue notes in connection with these private placements and did not repay any of these notes. As of June 30, 2022, and December 31, 2021, notes payable outstanding under these private placements are $624,903, all of which are past maturity.
During the six months ended June 30, 2022, the Company converted $110,204 in accrued interest and $93,796 in principal balance into shares of common stock.
As of June 30, 2022, the Company has a total of sixteen (16) fixed-rate notes, of which twelve (12) for total principal amount of $1,250,000 includes a make good shares provision. Such provision will require the Company to issue additional shares to ensure that the investor can realize a profit of % reselling the conversion shares. The Company accrued $178,000 related to the make-good provision as the amount is probable and can be reasonably estimated pursuant to ASC 450 Contingencies. Such amount was presented as other expense in the condensed consolidated statement of operations.
Certain fixed-rate notes include a prepayment provision, which entitles the holder to a 15% premium upon cash redemption by the Company. The prepayment penalty approximates $121,000 as of June 30, 2022, but the Company determined that such liability is not probable as of June 30, 2022, pursuant to ASC 450 Contingencies.
Variable-rate notes
The gross amount of all convertible notes with variable conversion rates outstanding as of June 30, 2022, is $4,770,926, of which $4,770,926 are past maturity. There has been no conversion of notes into the Company’s common stock during the three and six months ended June 30, 2022.
Activity for the six months ended June 30, 2021
During the six months ended June 30, 2021, the Company issued four (4) fixed rate promissory notes totaling $325,000 for funding of $325,000 with original terms of twelve months and interest rates of 15%. The holders of the promissory notes can convert the outstanding unpaid principal and accrued interest at a fixed conversion rate, subject to standard anti-dilution features.
During the six months ended June 30, 2021, the Company amended the terms of two of its promissory notes to accelerate the conversion feature and amend the conversion price of the instruments. The Company recorded the modification in accordance with ASC 470-50 Debt-Modifications and Extinguishments and recorded $58,407 as loss from debt extinguishment in the condensed consolidated statements of operations.
During the six months ended June 30, 2021, the Company settled one of its promissory note by issuing 1,515,152 restricted shares of the Company’s common stock with a fifteen percent (15%) make-whole provision. The Company recorded a gain on debt extinguishment of approximately $128,000.
During the six months ended June 30, 2021, the Company paid $8,000 in cash for one of its fixed rate promissory notes.
During the six months ended June 30, 2021, the Company converted $282,850 in principal and $91,485 in accrued but unpaid interest into shares of common stock.
The gross amount of all convertible notes with variable conversion rates outstanding at June 30, 2021 is $4,770,926, of which $2,660,476 are past maturity.
| 12 |
Endonovo Therapeutics, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
Fixed Rate note (former related party)
Notes payable to a former related party in the aggregate amount of $119,600 were outstanding at June 30, 2022, which are past maturity date. The notes bear interest between 10% and 12% per annum. During the six months ended June 30, 2022, the Company paid $6,500 in principal amount to this former related party. Refer to Note 7- Related Party Transactions.
As of June 30, 2022, and December 31, 2021, the notes payable activity was as follows:
| June
30, 2022 | December
31, 2021 | |||||||
| Notes payable at beginning of period | $ | 7,256,930 | $ | 6,835,196 | ||||
| Notes payable issued | 250,000 | 950,000 | ||||||
| Repayments of notes payable in cash | (6,500 | ) | (16,900 | ) | ||||
| Settlements on note payable | (117,770 | ) | ||||||
| Less amounts converted to stock | (93,796 | ) | (393,596 | ) | ||||
| Notes payable at end of period | 7,406,634 | 7,256,930 | ||||||
| Less debt discount | (49,830 | ) | (75,800 | ) | ||||
| $ | 7,356,804 | $ | 7,181,730 | |||||
| Notes payable issued to a former related party | $ | 119,600 | $ | 126,100 | ||||
| Notes payable issued to non-related parties | $ | 7,237,204 | $ | 7,055,030 | ||||
The maturity dates on the notes-payable are as follows:
| Notes to | ||||||||||||
| 12 months ending, | Former Related party | Non-related parties | Total | |||||||||
| Past due | $ | 119,600 | $ | 6,512,034 | $ | 6,631,634 | ||||||
| June 30, 2022 | 775,000 | 775,000 | ||||||||||
| $ | 119,600 | $ | 7,287,034 | $ | 7,406,634 | |||||||
| 13 |
Endonovo Therapeutics, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
Note 6 - Shareholders’ Deficit
Preferred Stock
The Company has authorized shares of preferred stock which have been designated as follows:
| Number of Shares Authorized | Number of Shares Outstanding at June 30, 2022 | Par
Value | Liquidation
Value | |||||||||||||
| Series AA | 1,000,000 | 25,000 | $ | 0.0010 | $ | |||||||||||
| Preferred Series B | 50,000 | 600 | $ | 0.0001 | $ | 100 | ||||||||||
| Preferred Series C | 8,000 | 738 | $ | 0.0001 | $ | 1,000 | ||||||||||
| Preferred Series D | 20,000 | 305 | $ | 0.0001 | $ | 1,000 | ||||||||||
| Undesignated | 3,922,000 | |||||||||||||||
Series AA Preferred Shares
On February 22, 2013, the Board of Directors of the Company authorized an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to one million () shares of a new series of preferred stock, par value $ per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.
Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. The Series AA Super Voting Preferred Stockholders will receive no dividends nor any value on liquidation. There was no activity during the six months ended June 30, 2022. As of June 30, 2022, there were shares of Series AA Preferred stock outstanding.
Series B Convertible Preferred Stock
On February 7, 2017, the Company filed a certificate of designation for shares of Series B Convertible Preferred Stock designated as Series B (“Series B”) which are authorized and convertible, at the option of the holder, commencing six months from the date of issuance into common shares and warrants. For each share of Series B, the holder, on conversion, shall receive the stated value divided by % of the market price on the date of purchase of Series B and a three-year warrant exercisable into up to a like amount of common shares with an exercise price of % of the market price as defined in the Certificate of Designation. Dividends shall be paid only if dividends on the Company’s issued and outstanding Common Stock are paid, and the amount paid to the Series B holder will be as though the conversion shares had been issued. The Series B holders have no voting rights. Upon liquidation, the holder of Series B, shall be entitled to receive an amount equal to the stated value, $100 per share, plus any accrued and unpaid dividends thereon before any distribution is made to Series C Secured Redeemable Preferred Stock or common stockholders. There was no activity during the six months ended June 30, 2022. As of June 30, 2022, shares of Series B are outstanding.
Series C Convertible Redeemable Preferred Stock
On December 22, 2017, the Company filed a certificate of designation for shares of Series C Secured Redeemable Preferred Stock (“Series C”). Each share of the C Preferred is entitled to receive a $ quarterly dividend commencing March 31, 2018, and each quarter thereafter and is to be redeemed for the stated value, $1,000 per share, plus accrued dividends in cash (i) at the Company’s option, commencing one year from issuance and (ii) mandatorily as of December 31, 2019. Management determined that the Series C should be classified as liability per the guidance in ASC 480 Distinguishing Liabilities from Equity as of December 31, 2019. On January 29, 2020, the Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. The C Preferred does not have any rights to vote with the common stock.
Upon liquidation, the holder of Series C, shall be entitled to receive an amount equal to the stated value, $1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders but after distributions are made to holders of Series B.
There was no activity during the six months ended June 30, 2022. As of June 30, 2022, there are shares of Series C outstanding
| 14 |
Endonovo Therapeutics, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
Series D Convertible Preferred Stock
On November 11, 2019, the Company filed a certificate of designation for shares of Series D Convertible Preferred Stock designated as Series D (“Series D”), which are authorized and convertible, at the option of the holder, at any time from the date of issuance, into shares of common shares. On or prior to August 1, 2020, for each share of Series D, the holder, on conversion, shall receive a number of common shares equal to 0.01% of the Company’s issued and outstanding shares on conversion date and for conversion on or after August 2, 2020, the holder shall receive conversion shares as though the conversion date was August 1, 2020, with no further adjustments for issuances by the Company of common stock after August 1, 2020, except for stock split or reverse stock splits of the common stock. Management classified the Series D in permanent equity as of June 30, 2022.
The Series D holders have no voting rights. Upon liquidation, the holder of Series D, shall be entitled to receive an amount equal to the stated value, $1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders. The Company did not issue any shares of Series D in the six months ended June 30, 2022. As of June 30, 2022, there are shares of Series D outstanding.
Common Stock
Activity during the six months ended June 30, 2022
During the six months ended June 30, 2022, the Company issued shares of common stock for the conversion of $93,796 of principal notes and accrued interest in the amount of $110,204.
During the six months ended June 30, 2022, the Company issued shares of common stock pursuant to a make-whole provision from an April 2021 debt settlement with one investor.
During the six months ended June 30, 2022, the Company issued shares of common stock as commitment shares in connection with securities purchase agreements.
During the six months ended June 30, 2022, the Company issued shares of common stock for services for total fair value of $1,281,900.
Activity during the six months ended June 30, 2021
During the six months ended June 30, 2021, the Company issued shares of common stock for the conversion of principal notes and accrued interest in the amount of $374,335.
During the six months ended June 30, 2021, the Company issued shares of common stock labeled as commitment shares in connection with the issuance of promissory notes.
During the six months ended June 30, 2021, the Company issued shares of common stock pursuant to securities purchase agreement for total consideration of $126,000.
During the six months ended June 30, 2021, the Company issued shares of common stock with a value of $33,333, related to the conversion of Series C.
During the six months ended June 30, 2021, the Company issued shares of common stock with a value of $142,424, related to the settlement of debts, of which shares of common stock were issued with a fair value of $84,697 to a former related party.
| 15 |
Endonovo Therapeutics, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
Stock Options
The balance of all stock options outstanding as of June 30, 2022, is as follows:
| Weighted
Average | Weighted Average Remaining | Aggregate | ||||||||||||||
| Exercise Price | Contractual | Intrinsic | ||||||||||||||
| Options | Per Share | Term (years) | Value | |||||||||||||
| Outstanding at January 1, 2022 | 513,730 | $ | 1.43 | |||||||||||||
| Granted | $ | |||||||||||||||
| Cancelled | $ | |||||||||||||||
| Exercised | $ | |||||||||||||||
| Outstanding at June 30, 2022 | 513,730 | $ | 1.43 | $ | ||||||||||||
| Exercisable at June 30, 2022 | 513,730 | $ | 1.43 | $ | ||||||||||||
Share-based compensation expense for the six months ended June 30, 2022, and 2021, totaled $ and $, respectively.
Warrants
The balance of all warrants outstanding as of June 30, 2022, is as follows:
| Outstanding Warrants | ||||||||||||
| Weighted Average | Weighted Average Remaining | |||||||||||
| Exercise Price | Contractual | |||||||||||
| Shares | Per Share | Term (years) | ||||||||||
| Outstanding at January 1, 2022 | 22,200 | $ | 59.25 | |||||||||
| Granted | $ | - | ||||||||||
| Cancelled | (20,200 | ) | $ | 60.17 | - | |||||||
| Exercised | $ | |||||||||||
| Outstanding at June 30, 2022 | 2,000 | $ | 50.00 | |||||||||
| Exercisable at June 30, 2022 | 2,000 | $ | 50.00 | |||||||||
| 16 |
Endonovo Therapeutics, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
Note 7 – Related Party and former related parties Transactions.
One executive officer of the Company has agreed to defer a portion of his compensation until cash flow improves. As of June 30, 2022, the balance of the deferred compensation was $454,818, which reflects $150,000 accrual of deferred compensation and $89,000 cash repayment of deferred compensation during the six months ended June 30, 2022.
One former executive of the Company has agreed to defer a portion of his compensation until cash flow improves. As of June 30, 2022, the balance of his deferred compensation was $632,257. No activity occurred during the six months ended June 30, 2022
From time-to-time officer of the Company advance monies to the Company to cover costs. The balance of short-term advances due to one officer of the Company at June 30, 2022, was $925 and is included in the Company’s accounts payable balance as of June 30, 2022. During the six months ended June 30, 2022, the Company’s executive officer advanced an aggregate amount of $5,662 for corporate expenses, of which $4,862 was repaid back as of June 30, 2022.
As of June 30, 2022, notes payable remained outstanding to the former President of the Company, in the amount of $119,600. As of June 30, 2022, accrued interests on these notes payable totaled approximately $74,180, and are included in accrued expenses on the condensed consolidated balance sheet.
Note 8 – Fair Value Measurements
The Company has issued Variable Debentures which contained variable conversion rates based on unknown future prices of the Company’s common stock. This results in a conversion feature. The Company measures the conversion feature using the Black Scholes option pricing model using the following assumptions:
| Six months ended June 30, | ||||
| 2022 | 2021 | |||
| Expected term | 1 months | 1 – 4 months | ||
| Exercise price | $-$ | $-$ | ||
| Expected volatility | 153%-169% | 182%-206% | ||
| Expected dividends | None | None | ||
| Risk-free interest rate | 1.63% to 2.80% | 0.07% to 0.13% | ||
| Forfeitures | None | None | ||
The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment, or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future.
The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s Variable Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.
| 17 |
Endonovo Therapeutics, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
The following table presents changes in the liabilities with significant unobservable inputs (level 3) for the six months ended June 30, 2022:
| Derivative | ||||
| Liability | ||||
| Balance December 31, 2021 | $ | 3,442,297 | ||
| Extinguishment | ||||
| Change in estimated fair value | 1,846,964 | |||
| Balance June 30, 2022 | $ | 5,289,261 | ||
Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business.
The Company’s balance sheet contains derivative liabilities that are recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows:
Level 1: uses quoted market prices in active markets for identical assets or liabilities.
Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: uses unobservable inputs that are not corroborated by market data.
The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black Scholes option pricing model was used to determine the fair value. The Company records derivative liability on the condensed consolidated balance sheets at fair value with changes in fair value recorded in the condensed consolidated statements of operation.
The following table presents balances in the liabilities with significant unobservable inputs (Level 3) as of June 30, 2022:
| Fair Value Measurements Using | ||||||||||||||||
| Quoted Prices in | ||||||||||||||||
| Active Markets for | Significant Other | Significant | ||||||||||||||
| Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||
| (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
| As of June 30, 2022 | ||||||||||||||||
| Derivative liability | $ | $ | $ | 5,289,261 | $ | 5,289,261 | ||||||||||
| Total | $ | $ | $ | 5,289,261 | $ | 5,289,261 | ||||||||||
Note 9 – Commitments and Contingencies
Legal Matters
We were defendants in a case entitled Auctus Fund, LLC v. Endonovo Therapeutics, Inc. et.al 20-cv-11286-PBS filed in the Federal District Court in Massachusetts in July 2020. The complaint sought damages related to a variable rate convertible note dated in August 2019 in the original amount of $275,250 and alleged various counts of State and Federal securities laws violations, breach of contract, fraud, consumer fraud and other claimed theories of damages while claiming damages in excess of $500,000, other unspecified damages and attorney fees. Auctus filed an amended complaint that was responded to by way of a motion to dismiss. On February 28, 2022, the Court granted our motion to dismiss, refused to extend supplemental jurisdiction over the State law claims and held that as a result of the dismissal, the Company’s counterclaims were moot. Due to the nature of our business, we may become active in litigation relating to the defense, or assertion of our patent rights or other corporate matters. On July 11, 2022, pursuant to a settlement agreement between the parties the claims and counterclaims in the litigation have been dismissed without prejudice and the note is no longer outstanding (See note 11).
| 18 |
Endonovo Therapeutics, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
The Company is subject to certain legal proceedings, which it considers routine to its business activities. As of June 30, 2022, the Company believes, after consultation with legal counsel, that the ultimate outcome of such legal proceedings, whether individually or in the aggregate, is not likely to have a material adverse effect on the Company’s financial position, results of operations or liquidity.
Note 10 – Concentrations.
Sales
During the six months ended June 30, 2022, we had two significant customers, which accounted for approximately 72% of sales.
Supplier
We also have a single source for our bioelectric medical devices, which account for 100% of our sales. The interruption of products provided by this supplier would adversely affect our business and financial condition unless an alternative source of products could be found.
Accounts Receivable
At June 30, 2022, we had two customers which accounted for approximately 100% of our account receivable balances.
Note 11 – Subsequent Events
Management has evaluated events that have occurred subsequent to the date of these consolidated condensed financial statements and has determined that, other than those listed below, no such reportable subsequent events exist through the date the financial statements were issued in accordance with FASB ASC Topic 855, “Subsequent Events.”
Subsequent to June 30, 2022, the Company entered into convertible fixed-rate promissory notes for a total amount of $150,000 in principal and gross proceeds.
Subsequent to June 30, 2022, the Company issued commitment shares pursuant to executed securities purchase agreements with investors.
Subsequent to June 30, 2022, pursuant to a settlement agreement between the parties the claims and counterclaims in the litigation have been dismissed without prejudice and the note is no longer outstanding with Auctus Fund LLC.
| 19 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Notice Regarding Forward Looking Statements
The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” and variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Overview
Endonovo Therapeutics, Inc. (Endonovo or the “Company”) is an innovative biotechnology company that has developed a bio-electronic approach to regenerative medicine. Endonovo is a growth stage company whose stock is publicly traded (OTCQB: ENDV).
The Company develops, manufactures and distributes evolutionary medical devices focused on the rapid healing of wounds and reduction of pain, edema and inflammation in the human body. The Company’s non-invasive bioelectric medical devices are designed to target inflammation, cardiovascular diseases, chronic kidney disease, and central nervous system disorders (“CNS” disorders).
The Company’s non-invasive Electroceutical® therapeutics device, SofPulse®, using pulsed short-wave radiofrequency at 27.12 MHz has been FDA-Cleared and CE Marked for the palliative treatment of soft tissue injuries and post-operative plain and edema, and has CMS National Coverage for the treatment of chronic wounds. The Company’s current portfolio of pre-clinical stage Electroceutical® therapeutics devices address chronic kidney disease, liver disease non-alcoholic steatohepatitis (NASH), cardiovascular and peripheral artery disease (PAD) and ischemic stroke.
Endonovo’s core mission is to transform the field of medicine by developing safe, wearable, non-invasive bioelectric medical devices that deliver the Company’s Electroceutical® Therapy. Endonovo’s bioelectric Electroceutical® devices harnesses bioelectricity to restore key electrochemical processes that initiate anti-inflammatory processes and growth factors in the body necessary for healing to rapidly occur.
| 20 |
Going Concern
Our independent registered auditors included an explanatory paragraph in their opinion on our consolidated financial statements as of and for the fiscal year ended December 31, 2021, that states that our ongoing losses and lack of resources causes doubt about our ability to continue as a going concern.
The World Health Organization declared the Coronavirus outbreak a pandemic on March 11, 2020, and in the United States various emergency actions have been taken on the National, State and Local levels. The effects of this pandemic on the Company’s business are uncertain.
Critical Accounting Policies
A summary of our significant accounting policies is included in Note 1 of the “Notes to the Consolidated Financial Statements,” contained in our Form 10-K for the year ended December 31, 2021. Management believes that the consistent application of these policies enables us to provide users of the financial statements with useful and reliable information about our operating results and financial condition. The summary condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S., which require us to make estimates and assumptions. We did not experience any significant changes during the six months ended June 30, 2022, in any of our Critical Accounting Policies from those contained in our Form 10-K for the year ended December 31, 2021.
New Accounting Pronouncements
See Note 1 of Notes to Condensed Consolidated Financial Statements for further discussion of new accounting standards that have been adopted or are being evaluated for future adoption.
Results of Operations
Six Months ended June 31, 2022, and 2021:
| Six Months Ended June 30, | Favorable | |||||||||||||||
| 2022 | 2021 | (Unfavorable) | % | |||||||||||||
| Revenue | $ | 2,932 | $ | 64,999 | $ | (62,067 | ) | -95.5 | % | |||||||
| Cost of revenue | 1,097 | 3,021 | 1,924 | 63.7 | % | |||||||||||
| Gross profit | 1,835 | 61,978 | (60,143 | ) | -97.0 | % | ||||||||||
| Operating expenses | 2,286,346 | 1,222,475 | (1,063,871 | ) | -87.0 | % | ||||||||||
| Loss from operations | (2,284,511 | ) | (1,160,497 | ) | (1,124,014 | ) | -96.9 | % | ||||||||
| Other expense | (2,654,829 | ) | (2,817,053 | ) | 162,224 | 5.8 | % | |||||||||
| Net loss | $ | (4,939,340 | ) | $ | (3,977,550 | ) | $ | (961,790 | ) | -24.2 | % | |||||
Revenue
Revenue of the Company’s SofPulse® product during the six months ended June 30, 2022, was $2,932, a decrease of $62,067, or approximately 96%, compared to $64,999 for the six months ended June 30, 2021.
Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenue continues to be negatively impacted by the COVID-19 contagious disease outbreak in March 2020. We anticipate that revenue will increase in future periods as the roll out of the SofPulse® product continues.
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Cost of Revenue
Cost of revenue during the six months ended June 30, 2022, was $1,097, a decrease of $1,924 or 63.7% compared to $3,021 for the six months ended June 30, 2021. Cost of revenue is recognized on those sales recorded as gross for which we are the principal in the transaction as opposed to net sales which reflect no cost of revenue. It is anticipated that cost of revenue will increase in future quarters as the roll out of the SofPulse® product continues.
Operating Expenses
Operating expenses increased by $1,063,871 or 87%, to $2,286,346 for the six months ended June 30, 2022, compared to $1,222,475 for the six months ended June 30, 2021. This change was due primarily to an increase in non-cash stock-based compensation related to the issuance of 62,250,000 of common shares for services for approximately $1.2 million.
Other Expense
Other expense for the six months ended June 30, 2022, was $2,654,829 compared to an expense of $2,817,053 for the six months ended June 30, 2021. This change was due primarily to a decrease in valuation of our derivative liabilities of approximately $0.6 million offset by an increase of approximately $0.2 million in interest expense and an increase of $0.2 million related to the accrual of the make good provision. We anticipate continued large fluctuations in other income/expense as a result of quarterly re-evaluation of derivative liabilities.
Three Months ended June 31, 2022, and 2021:
| Three Months Ended June 30, | Favorable | |||||||||||||||
| 2022 | 2021 | (Unfavorable) | % | |||||||||||||
| Revenue | $ | 650 | $ | 30,284 | $ | (29,634 | ) | (97.9 | )% | |||||||
| Cost of revenue | 383 | 500 | 117 | 23.4 | % | |||||||||||
| Gross profit | 267 | 29,784 | (29,517 | ) | (99.1 | )% | ||||||||||
| Operating expenses | 1,799,016 | 599,837 | (1,199,179 | ) | (199.9 | )% | ||||||||||
| Loss from operations | (1,798,749 | ) | (570,053 | ) | (1,228,696 | ) | (215.5 | )% | ||||||||
| Other expense | (727,382 | ) | (726,616 | ) | (766 | ) | (0.1 | )% | ||||||||
| Net loss | $ | (2,526,131 | ) | $ | (1,296,669 | ) | $ | (1.229,462 | ) | (94.8 | )% | |||||
Revenue
Revenue of the Company’s SofPulse® product during the three months ended June 30, 2022, was $650, a decrease of $29,634, or 97.9%, compared to $30,284 for the three months ended June 30, 2021. Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenue has been negatively impacted by the COVID-19 contagious disease outbreak in March 2020. We anticipate that revenue will continue to increase in future periods as the roll out of the SofPulse® product continues.
Cost of Revenue
Cost of revenue during the three months ended June 30, 2022, was $383, a decrease of $117 or 23.4% compared to $500 for the three months ended June 30, 2021. Cost of revenue is recognized on those sales recorded as gross for which we are the principal in the transaction as opposed to net sales which reflect no cost of revenue. It is anticipated that cost of revenue will increase in future quarters as the roll out of the SofPulse® product continues.
Operating Expenses
Operating expenses increased by $1,199,179 or 199.9%, to $1,799,016 for the three months ended June 30, 2022, compared to $599,837 for the three months ended June 30, 2021. This change was due primarily to an increase in non-cash stock-based compensation related to the issuance of 62,250,000 of common shares for services for approximately $1.2 million.
Other Expense
Other expense for the three months ended June 30, 2022, was $727,382 compared to $726,616 for the three months ended June 30, 2021. This change was due primarily to a decrease in the valuation of our derivative liabilities of approximately $404,000 offset by an increase in interest expense of approximately $217,000, and an increase of $178,000 in make good provision related to out fixed-rate notes. We anticipate continued large fluctuations in other expense as a result of quarterly re-evaluation of derivative liabilities.
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Liquidity and Capital Resources
| As of | ||||||||||||
| June
30, 2022 | December
31, 2021 | Favorable (Unfavorable) | ||||||||||
| Working Capital | ||||||||||||
| Current assets | $ | 5,945 | $ | 94,855 | $ | (88,910 | ) | |||||
| Current liabilities | 20,675,154 | 17,701,710 | (2,973,444 | ) | ||||||||
| Working capital deficit | $ | (20,669,209 | ) | $ | (17,606,855 | ) | $ | (3,062,354 | ) | |||
| Long-term debt | $ | 79,825 | $ | 79,825 | $ | - | ||||||
| Stockholders’ deficit | $ | (19,160,134 | ) | $ | (15,774,324 | ) | $ | (3,385,810 | ) | |||
| Six Months Ended June 30, | Favorable | |||||||||||
| 2022 | 2021 | (Unfavorable) | ||||||||||
| Statements of Cash Flows Select Information | ||||||||||||
| Net cash provided (used) by: | ||||||||||||
| Operating activities | $ | (329,436 | ) | $ | (425,882 | ) | $ | 96,446 | ||||
| Financing activities | $ | 243,500 | $ | 421,000 | $ | (177,500 | ) | |||||
| As of | Favorable | |||||||||||
| June
30, 2022 |
December
31, 2021 |
(Unfavorable) | ||||||||||
| Balance Sheet Select Information | ||||||||||||
| Cash | $ | - | $ | 85,936 | $ | (85,936 | ) | |||||
| Accounts payable and accrued expenses | $ | 8,029,089 | $ | 7,078,283 | $ | (950,806 | ) | |||||
Since January 1, 2022, and through June 30, 2022, the Company has raised approximately $0.3 million in debt transactions. These funds have been used to fund on-going corporate operations. Our accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these condensed consolidated financial statements. Our cash on hand at June 30, 2022 was $0. The Company has incurred substantial losses since inception. Its current liabilities exceed its current assets and available cash is not sufficient to fund expected future operations. The Company is contemplating raising additional capital through debt and equity in order to continue the funding of its operations and to acquire a profitable business. However, there is no assurance that the Company can raise sufficient funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern.
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The Company is not aware of any recently issued accounting pronouncements that when adopted will have a material effect on the Company’s financial position or result of its operation.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We are a Smaller Reporting Company and are not required to provide the information under this item.
Item 4. Controls and Procedures.
Disclosure of controls and procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.
In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses which have caused management to conclude that as of June 30, 2022, our disclosure controls and procedures were not effective at the reasonable assurance level:
1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the quarter ended June 30, 2022. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
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2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the authorization of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. The recording of transactions function is maintained by a third-party consulting firm whereas authorization and custody remains under the Company’s Chief Executive Officer’s responsibility. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.
Changes in internal controls over financial reporting.
There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We were defendants in a case entitled Auctus Fund, LLC v. Endonovo Therapeutics, Inc. et.al 20-cv-11286-PBS filed in the Federal District Court in Massachusetts in July 2020. The complaint sought damages related to a variable rate convertible note dated in August 2019 in the original amount of $275,250 and alleged various counts of State and Federal securities laws violations, breach of contract, fraud, consumer fraud and other claimed theories of damages while claiming damages in excess of $500,000, other unspecified damages and attorney fees. Auctus filed an amended complaint that was responded to by way of a motion to dismiss. On February 28, 2022, the Court granted our motion to dismiss, refused to extend supplemental jurisdiction over the State law claims and held that as a result of the dismissal, the Company’s counterclaims were moot. Due to the nature of our business, we may become active in litigation relating to the defense, or assertion of our patent rights or other corporate matters. Subsequent to June 30, 2022, pursuant to a settlement agreement between the parties the claims and counterclaims in the litigation have been dismissed without prejudice and the Note is no longer outstanding.
The Company is subject to certain legal proceedings, which it considers routine to its business activities. As of June 30, 2022, the Company believes, after consultation with legal counsel, that the ultimate outcome of such legal proceedings, whether individually or in the aggregate, is not likely to have a material adverse effect on the Company’s financial position, results of operations or liquidity.
Item 1A. Risk Factors.
We are a Smaller Reporting Company (as defined in Rule 12b-2 of the Exchange Act) and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
| Number of | ||||||
| Common Shares | Source of | |||||
| Issued | Payment | Amount | ||||
| 10,200,000 | Conversion of notes | $ | 204,000 | |||
| 2,428,777 | Settlement of debt | 46,147 | ||||
| 1,050,000 | Commitment shares | 21,483 | ||||
| 62,250,000 | Shares for services | 1,281,900 | ||||
The above issuances of securities during the six months ended June 30, 2022, were exempt from registration pursuant to Section 4(2), and/or Regulation D promulgated under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.
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Item 3. Defaults upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not applicable
Item 5. Other Information
None
Item 6. Exhibits
| Exhibit Number | Exhibit Title | |
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101 | The following materials from the Company’s Quarterly report for the period ended June 30, 2022, formatted in Extensible Business Reporting Language (XBRL). | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed Herewith |
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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.
| Dated: August 22, 2022 | Endonovo Therapeutics, Inc. | |
| By: | /s/ Alan Collier | |
| Alan Collier | ||
Chief Executive Officer (Duly Authorized Officer, Principal Executive Officer, and Principal Financial Officer) | ||
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