0001437749-22-006796 | 10-K | XBRL Viewer

Business Description and Accounting Policies [Text Block]

Note 1 – Business and Summary of Significant Accounting Policies

Nature of Business

The Coretec Group Inc. (the “Group”) (formerly 3DIcon Corporation) (“3DIcon”) was incorporated on August 11, 1995, under the laws of the State of Oklahoma as First Keating Corporation. The articles of incorporation were amended August 1, 2003 to change the name to 3DIcon Corporation. During 2001, First Keating Corporation began to focus on the development of 360-degree holographic technology. From January 1, 2001, 3DIcon’s primary activity has been the raising of capital in order to pursue its goal of becoming a significant participant in the development, commercialization and marketing of next generation 3D display technologies.

Coretec Industries, LLC (“Coretec”), is a wholly owned subsidiary of the Group (collectively the “Company”). The Company is currently developing, testing, and providing new and/or improved technologies, products, and service solutions for energy-related industries including, but not limited to oil/gas, renewable energy, and distributed energy industries. Many of these technologies and products also have application for medical, electronic, photonic, display, and lighting markets among others. Early adoption of these technologies and products is anticipated in markets for energy storage (Li-ion batteries), renewable energy (BIPV), and electronics (Asset Monitoring).

Reverse Acquisition

On May 31, 2016, the Group entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Coretec and four Coretec members (the “Members”), which Members held all outstanding membership interests in Coretec. On September 30, 2016 (the “Closing Date”), the Group closed the transaction contemplated by the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, the Members agreed to sell all their membership interests in Coretec to the Group in exchange for the Group’s issuance of an aggregate 4,760,872 shares of the Group’s Series B Convertible Preferred Stock to the Members (the “Exchange”). Coretec became a wholly owned subsidiary of the Group and the former Members beneficially owned approximately 65% of the Group’s common stock on a fully diluted basis on the Closing Date. Upon the closing of the Share Exchange Agreement, two of the Group’s Directors resigned and three new Directors associated with Coretec were nominated and elected, giving control of the board of directors to former Coretec Members.

Basis of Presentation

Under accounting principles generally accepted in the United States of America (“U.S. GAAP”), the acquisition is treated as a “reverse acquisition” under the purchase method of accounting. The consolidated statements of operations herein reflect the historical results of Coretec prior to the completion of the reverse acquisition since it was determined to be the accounting acquirer, and do not include the historical results of operations for 3DIcon prior to the completion of the acquisition. 3DIcon’s assets and liabilities were consolidated with the assets and liabilities of Coretec as of the September 30, 2016 consummation of the acquisition.

Principles of Consolidation

The consolidated financial statements include the accounts of the Group and its wholly owned subsidiary, Coretec. Intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used.

Intangibles

Intangible assets consist of purchased patents and capitalized website costs. Intangible assets are recorded at the fair value as of the date of acquisition, and intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives.

Goodwill

Goodwill was acquired with the reverse acquisition. The Company evaluates the carrying value of goodwill on an annual basis and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying amount. When assessing whether goodwill is impaired, management considers first a qualitative approach to evaluate whether it is more likely than not the fair value of the goodwill is below its carrying amount; if so, management considers a quantitative approach by analyzing changes in performance and market-based metrics as compared to those used at the time of the initial acquisition. For the periods presented, no impairment charges were recognized.

Impairment of Long-Lived Assets

Long-lived assets, such as intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instrument held by the Company:

Current assets and current liabilities - The carrying value approximates fair value due to the short maturity of these items.

Notes payable - The fair value of the Company's notes payable has been estimated by the Company based upon the liability's characteristics, including interest rates, embedded instruments and conversion discounts. The carrying value approximates fair value after taking into consideration the liability’s characteristics.

Basic and Diluted Loss Per Common Share

Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

	December 31,
	2021		2020
Options		53,711,609		20,212,174
Warrants		142,604,000		2,190,000
Series A convertible preferred stock		115,000		115,000
Convertible debt		39,836,388		38,753,799
Total potentially dilutive shares		236,266,997		61,270,973

Research and Development

Research and development costs are expensed as incurred.

Income Taxes

The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company’s tax benefits are fully offset by a valuation allowance due to the uncertainty that the deferred tax assets would be realized. Management considers the likelihood of changes by taxing authorities in its filed income tax returns and recognizes a liability for or discloses potential changes that management believes are more likely than not to occur upon examination by tax authorities. Management has not identified any uncertain tax positions in filed income tax returns that require recognition or disclosure in the accompanying consolidated financial statements.

Recent Accounting Pronouncements

The following is a summary of recent accounting pronouncement recently adopted by the Company:

In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. As a result, after adopting ASU 2020-06, the Company will no longer separately present the embedded conversion feature of its convertible debt within stockholders’ equity and interest expense is expected to decrease due to the elimination of the related debt discount amortization. The Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2021.

The cumulative impact of using the modified retrospective approach for the adoption of ASU 2020-06 on our consolidated balance sheet as of January 1, 2021 is summarized below:

	Balance at December 31, 2020			Impact of ASU 2020-06			Balance with Adoption of ASU 2020-06
Liabilities
Long-term debt, net	$	266,598		$	862,775		$	1,129,373
Equity
Additional paid-in-capital	$	8,033,313		$	(988,900	)	$	7,044,413
Accumulated deficit	$	(7,339,175	)	$	126,125		$	(7,213,050	)

The following is a summary of recent accounting pronouncements that are relevant to the Company:

In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options which clarifies the accounting for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after a modification or exchange and the related EPS effects of such transaction if recognized as an adjustment to equity. Upon adoption on January 1, 2022, the Company will consider this guidance for modifications or exchanges of freestanding equity-classified written call options.

Note 2 - Recent Capital Financing and Management's Plans

12 Months Ended

Dec. 31, 2021

Substantial Doubt about Going Concern [Text Block]

Note 2 – Recent Capital Financing and Management’s Plans

On March 2, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor in a private placement to sell (i) 23,500,000 shares of its common stock, (ii) pre-funded warrants to purchase up to an aggregate of 51,500,000 shares of its common stock, and (iii) warrants to purchase up to an aggregate of 82,500,000 shares of its common stock for gross proceeds of approximately $6,000,000. The combined purchase price for one share of common stock and associated Warrant is $0.08 and for one Pre-Funded Warrant and associated Warrant is $0.0799. The sale of the securities under the Purchase Agreement closed on March 5, 2021.

Management is committed to utilizing this capital to expand and accelerate the development of its CHS technology, while scaling business functions and appropriately adding resources necessary for future growth.

Note 3 - Intangibles

12 Months Ended

Dec. 31, 2021

Intangible Assets Disclosure [Text Block]

Note 3 – Intangibles

The following table sets forth patents:

	December 31,
Patents	2021			2020
Gross Carrying Amount	$	1,400,000		$	1,400,000
Accumulated Amortization		(421,203	)		(340,974	)
Net Book Value	$	978,797		$	1,059,026

The patents were acquired with the September 30, 2016 reverse acquisition. Amortization expense for the next five fiscal years and thereafter is expected to be approximately $80,000 annually through the year ended December 31, 2034.

Intangible assets include $12,007 of capitalized website costs during 2021. Amortization expense and accumulated amortization was $1,200 for the year ended December 31, 2021. Amortization expense for the next five fiscal years is expected to be approximately $2,400, annually.

Note 4 - Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Text Block]

Note 4 – Debt

Notes payable and long-term debt consists of the following:

	December 31,
	2021			2020
Notes payable:
3.8% Insurance premium finance agreement due June 2021	$	-		$	46,580


Long term debt:
10% Promissory note	$	1,310,617		$	1,275,000
Less:
Beneficial conversion feature		-			(862,775	)
Warrants issued		(93,928	)		(106,167	)
Debt issue costs		(29,171	)		(39,460	)
Total long term debt	$	1,187,518		$	266,598

3.8% Insurance premium finance agreement, due June 2021

The Company entered into an insurance financing agreement in August 2020 totaling $77,151. The monthly payments under the agreement are due in ten installments of $7,849. The Company fully paid the note in the planned installments with the last payment in June 2021.

10% Promissory note, net

On October 4, 2019, the Company entered into a Credit Agreement and related Promissory Note with Diversified Alpha Fund of Navigator Global Fund Manager Platform SPC (“DAF”), the Lender. DAF is a segregated portfolio fund of Navigator Global Fund Manager Platform SPC. DAF is managed and controlled by Mollitium Investment Management (Mollitium). Mollitium utilizes Diversified Global Investment Advisors Ltd. (“DGIA”) to act in an advisory role. DGIA maintains an Investment Committee to support the services to Mollitium. Simon Calton serves as part of this five-member investment committee and in accordance with the investment committee’s guidelines, Mr. Calton does not participate in matters or voting that pertain to the Company due to his conflict of interest. Investment advice provided by DGIA to Mollitium are recommendations only and the final decision on actions are the responsibility of Mollitium. Carlton James Global Management, Ltd (CJGM) serves as a distributer of investments by introducing funds available to the market of which DAF is included in CJGM’s group of funds. Compensation to CJGM occurs when investments are made into funds that they introduce. CJGM is part of the Carlton James Group of which Mr. Calton is CEO.

The 10% Promissory Note, in a principal amount of $2,500,000, is due on the 15^th day of the 4^th anniversary of each advance with the first capital payment due on March 15, 2024. The Promissory Note has attached warrants to subscribe for and purchase 3,000,000 shares of common stock at an exercise price of $0.052 per share. Under the terms of the Credit Agreement, DAF will fund the Promissory Note in sixteen (16) tranches in amounts of $125,000 and $175,000 per month beginning in October 2019. The funding of the Promissory Note is at the discretion of DAF and may differ from the planned schedule. As of December 31, 2021, DAF has advanced $2,170,000 with no definitive date or commitment to advance the remaining $330,000. Interest is accrued monthly and paid in advance for the first 12 months and thereafter interest only payments shall be paid quarterly.

On November 16, 2021, the Company countersigned a letter of variation (the Variation) to the credit agreement entered into, on October 4, 2019, with DAF. Pursuant to the Variation, the Lender agreed to extend the repayment days for each advance made by Lender under the credit agreement until the fourth anniversary of such advance. DAF has also communicated to the Company that interest only payments are due on a quarterly basis, commencing in January of 2022.

Under the terms of the Credit Agreement, DAF has the right to elect to convert all or part of the Promissory Note at a price equal to seventy percent (70%) of the average closing price of the Company’s common stock as reported on the over-the-counter quotation system on the OTC Markets during the fifteen (15) calendar days prior to the loan closing date of October 4, 2019, which calculates to $0.0329 per share.

The embedded conversion option was deemed to be a beneficial conversion feature because the active conversion price was less than the commitment date market price of the common stock. Given the terms of the agreement, the commitment date was determined to be the date the funds are advanced to the Company and is limited to the funding value less other debt discounts (see below). A debt discount of $862,775 was recorded, with a corresponding credit to additional paid-in capital, for the beneficial conversion feature as of December 31, 2020. On January 1, 2021, the Company adopted ASU 2020-06 under the modified retrospective approach for the fiscal year of 2021 (see Note 1). Adoption resulted in an approximate $989,000 decrease in additional paid in capital from the derecognition of the beneficial conversion feature, $863,000 increase in long term debt from the derecognition of the discount associated with the beneficial conversion feature and $126,000 decrease to the opening balance of accumulated deficit, representing the cumulative interest expense recognized related to the amortization of the beneficial conversion feature.

Under the terms of the Credit Agreement, warrants to subscribe for and purchase 3,000,000 shares of common stock at an exercise price of $0.052 per share were issued to DAF. The estimated value of the warrants granted monthly, with each advance, is calculated using the Black-Scholes option pricing model. The resulting estimated value of the warrant is used to proportionally allocate the fair value of the debt advance and the fair value of the warrants. The allocated cost of the warrants amounted to $62,784 and $135,706 for the years ended December 31, 2021 and 2020, respectively, and is being amortized over the life of the debt with $47,230 and $28,216 of allocated costs amortized during the years ended December 31, 2021 and 2020, respectively. See Note 6 for more information on the warrants.

Additionally, under the terms of the Credit Agreement, the Company agreed to pay a commitment fee of 3% of each advance and reimburse DAF for certain expenses in connection with the preparation, interpretation, performance and enforcement of the Credit Agreement. Those costs amounted to $10,350 and $42,000 during the years ended December 31, 2021 and 2020, respectively, and are being amortized over the life of the debt with $14,125 and $9,034 amortized during the years ended December 31, 2021 and 2020, respectively.

On March 31, 2020, DAF converted $300,000 of the principle of the Promissory Note into 9,129,136 shares of common stock at $0.0329 per share. A related charge of $130,370 of the beneficial conversion feature was made to interest expense along with debt issue related charges of $25,523 for the warrants and $8,123 for the deferred cost at the time of the conversion.

On October 30, 2020, DAF converted $250,000 of the principle of the Promissory Note into 7,598,784 shares of common stock at $0.0329 per share. A related charge of $156,265 of the beneficial conversion feature was made to interest expense along with debt issue related charges of $34,912 for the warrants and $5,796 for the deferred cost at the time of the conversion.

On March 31, 2021, DAF converted $50,000 of the principle of the Promissory Note into 1,519,757 shares of common stock at $0.0329 per share. Related charges were made to interest expense for debt issue costs of $5,513 for the warrants and $1,346 for the deferred cost, through March 31, 2021.

On April 29, 2021, DAF converted $180,000 of the principle of the Promissory Note into 5,471,125 shares of common stock at $0.0329 per share. Related charges were made to interest expense for debt issue costs of $16,429 for the warrants and $3,772 for the deferred cost, through April 29, 2021.

On September 30, 2021, the Company paid DAF $102,606 for principal ($43,925) and interest ($58,681).

On October 27, 2021, DAF converted $35,458 of the principle of the Promissory Note into 1,077,746 shares of common stock at $0.0329 per share. Related charges for the principal payment and the debt conversion were made to interest expense in the amounts of $5,850 for the warrants and $1,523 for the deferred cost.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Note 5 - Equity Incentive Plans

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Text Block]

Note 5 – Equity Incentive Plans

In January 2018, the Company’s 2018 Equity Incentive Plan (the “2018 EIP”) was established. The total number of shares of stock which may be purchased or granted directly by options, stock awards or restricted stock purchase offers, or purchased indirectly through exercise of options granted under the 2018 EIP shall not exceed fifteen million (15,000,000) shares. The shares are included in a registration statement filed January 2018. There were 7,798,451 shares available for issuance under the 2018 EIP as of December 31, 2021.

On September 30, 2021, the Board of Directors approved The Coretec Group, Inc. 2021 Equity Incentive Plan (“2021 EIP”) which covers the potential issuance of 62,000,000 shares of common stock, from which various awards may be granted, including but not limited to: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Cash Awards. There were 23,500,000 shares available for issuance under the 2021 EIP as of December 31, 2021.

Note 6 - Common Stock, Preferred Stock, Warrants and Options

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note Disclosure [Text Block]

Note 6 – Common Stock, Preferred Stock, Warrants and Options

Common Stock

On June 8, 2020, the Board of Directors consented to a share exchange agreement with holders of 21,500,000 options awarded on August 7, 2019. The agreement allows for holders to exchange their options for rule 144 common stock at an exchange rate of 0.6 shares per 1 option. Under the exchange agreement, 5,000,000 and 3,000,000 options were exchanged for 3,000,000 and 1,800,000 shares of common stock during the years ended December 31, 2021 and 2020, respectively.

On October 22, 2020, the Board of Directors consented to satisfying accrued liabilities of vendors by issuing common stock from the 2018 Equity Incentive Plan from August 26, 2020 through September 1, 2021. The number of shares issued to satisfy a liability was determined by the average closing price for the fifteen (15) days prior to conversion at a discount rate of 50% to that fifteen (15) day average. On November 10, 2021, the Board of Directors consented to continue this practice through September 1, 2022. As part of this written consent, the Board of Directors included the use of both the 2018 and 2021 Equity Incentive Plans.

The stock issuance, in lieu of cash payment, requires written approval of the Chief Executive Officer. During the year ended December 31, 2021, the Company issued 5,735,812 shares to satisfy $418,074 of vendor accrued liabilities and services. During the year ended December 31, 2020, 1,701,719 shares were issued to satisfy $73,447 of vendor accrued liabilities and services.

Series A Convertible Preferred Stock

A total of 500,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) have been authorized for issuance under the Certificate of Designation of Preferences, Rights and Limitation of Series A Convertible Preferred Stock of the Company (the “Certificate of Designation”), which Certificate of Designation was filed with the Secretary of State of the State of Oklahoma on December 11, 2013. The shares of Series A Preferred Stock have a par value of $0.0002 per share and a stated value of $1.00 per share (the “Stated Value”) and shall receive a dividend of 6% of their Stated Value per annum payable or upon conversion or redemption of Series A Preferred at the option of the Company We have not paid any cash or stock dividends to the holders of our Series A Preferred Stock. Dividends in arrears totaled approximately $169,000 and $148,000 for the years ended December 31, 2021 and 2020, respectively. Under the Certificate of Designation, the holders of the Series A Preferred Stock have the following rights, preferences and privileges:

The Series A Preferred Stock may, at the option of the holder, be converted at any time after the first anniversary of the issuance of the Series A Preferred Stock or from time to time thereafter into 166,667 post-split shares of common stock that such holder is entitled to in proportion to the 500,000 shares of Series A Preferred so designated in the Certificate of Designation.

The Series A Preferred Stock will automatically be converted into common stock anytime the post-split 5-day Volume-Weighted Average Price (VWAP) of the Company’s common stock prior to such conversion is equal to $15.00 or more. Such mandatory conversion would be converted by the same method described above for discretionary conversions.

Except as otherwise required by law, the holders of shares of Series A Preferred Stock shall not have voting rights or powers.

In the event of any (i) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or ii) sale, merger, consolidation, reorganization or other transaction that results in a change of control of the Company, each holder of a share of Series A Preferred shall be entitled to receive, subject to prior preferences and other rights of any class or series of stock of the Company senior to the Series A Preferred, but prior and in preference to any distribution of any of the assets or surplus funds of the Company to holders of Common Stock, or any other class or series of stock of the Company junior to the Series A Preferred, an amount equal to the Stated Value plus accrued and unpaid dividends (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Preference Amount”). After such payment has been made to the holders of Series A Preferred of the full Preference Amount to which such holders shall be entitled, the remaining net assets of the Company available for distribution, if any, shall be distributed pro rata among the holders of Common Stock. In the event the funds or assets legally available for distribution to the holders of Series A Preferred are insufficient to pay the Preference Amount, then all funds or assets available for distribution to the holders of capital stock shall be paid to the holders of Series A Preferred pro rata based on the full Preference Amount to which they are entitled.

The Company may not declare, pay or set aside any dividends on shares of any class or series of capital stock of the Company (other than dividends on shares of Common Stock payable in shares of Common Stock) unless the holders of the Series A Preferred Stock shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred in an amount equal to the dividend per share that such holders would have received had they converted their shares of Series A Preferred into shares of Common Stock immediately prior to the record date for the declaration of the Common Stock dividend in an amount equal to the average VWAP during the 5 trading days prior to the date such dividend is due.

Warrants

Warrants to subscribe for and purchase up to 3,000,000 shares of common stock at an exercise price of $0.052 per share were included under the terms of the DAF Credit Agreement. The warrants will be issued in amounts of 150,000 and 210,000 per month during the funding period. In the event that funding advances deviate from the planned schedule then warrants will be issued pro-rata at 1.2 warrants for every $1 of funding. Warrants granted under the terms of the DAF Credit Agreement as of December 31, 2021 and 2020 total 2,604,000 and 2,190,000, respectively. The estimated value of the warrants granted monthly, with each advance, is calculated using the Black-Scholes option pricing model. The expected dividend yield is based on the average annual dividend yield as of the grant date. Expected volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the warrant is based on historical exercise behavior and expected future experience. The resulting estimated value of the warrant is used to proportionally allocate the fair value of the debt advance and the fair value of the warrants.

On March 2, 2021, the Company entered into the Purchase Agreement with a single institutional investor in a private placement to sell (i) 23,500,000 shares of its common stock, (ii) pre-funded warrants to purchase up to an aggregate of 51,500,000 shares of its common stock, and (iii) warrants to purchase up to an aggregate of 82,500,000 shares of its common stock for gross proceeds of approximately $6,000,000. The combined purchase price for one share of common stock and associated Warrant is $0.08 and for one Pre-Funded Warrant and associated Warrant is $0.0799. The sale of the securities under the Purchase Agreement closed on March 5, 2021. The pre-funded warrants have an exercise price of $0.0001 per share, subject to adjustment as set forth in the pre-funded warrants for stock splits, stock dividends, recapitalizations and similar events. The pre-funded warrants will be exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full. In addition, the Company agreed to issue to the placement agent (or its designees) warrants to purchase a number of shares equal to 8.0% of the aggregate number of shares and pre-funded warrant shares sold under the Purchase Agreement, or warrants to purchase an aggregate of up to 6,000,000 shares. The placement agent warrants generally will have the same terms as the warrants, except they will have an exercise price of $0.10.

Warrants Summary

The following table summarizes the Company’s warrant activity during the year ended December 31, 2021:

Weighted

Weighted

Average

Remaining

Aggregate

Number of

Exercise

Life

Intrinsic

Warrants

Price

In Years

Value

Outstanding, December 31, 2020

2,190,000

0.0520

Granted - prefunded

51,500,000

0.0001

Granted

88,914,000

0.0812

Outstanding, December 31, 2021

142,604,000

0.0515

3.69

6,906,182

Options

Stock options for employees, directors or consultants, are valued at the date of award, which does not precede the approval date, and compensation cost is recognized in the period the options are vested. The Company recognizes compensation expense for awards subject to graded vesting on a straight-line basis. Stock options generally become exercisable on the date of grant and expire based on the terms of each grant.

The estimated fair value of options for common stock granted was determined using the Black-Scholes option pricing model. The expected dividend yield is based on the average annual dividend yield as of the grant date. Expected volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option is based on historical exercise behavior and expected future experience.

On June 8, 2020, the Board of Directors consented to a share exchange agreement with holders of 21,500,000 options awarded on August 7, 2019. The agreement allows for holders to exchange their options for rule 144 common stock at an exchange rate of 0.6 shares per 1 option. The modification of these options did not result in any additional compensation because there was no change in the fair value. As of December 31, 2021, 8,000,000 options have been exchanged for 4,800,000 shares that were issued under the executed exchange agreement.

The Company granted 1,500,000 options during the year ended December 31, 2020 at an average grant date fair value of $0.057 determined using the Black-Scholes option pricing model, with 500,000 options vesting immediately and 1,000,000 options vesting over a two-year time frame in four equal six-month periods.

On September 30, 2021, the Board of Directors of the Company consented to cancelling and reissuance of 23,000,000 options, previously issued during the year 2021, in an effort to incentivize management, employees, and consultants of the Company. The options issued on September 30, 2021 have an exercise price of the $0.105 and vest immediately.

The Company recognized $4,599,391 and 92,496 of stock option expense during the year ended December 31, 2021. The remaining expense for unvested options of $37,243 at December 31, 2021, will be recognized on a straight-line basis over the remaining vesting period of 6 months.

Options Summary

The following table summarizes the Company’s option activity during the year ended December 31, 2021:

Weighted

Weighted

Average

Remaining

Aggregate

Number of

Exercise

Life

Intrinsic

Options

Price

In Years

Value

Outstanding, December 31, 2020

20,212,174

0.068

Expired

(565

)

420.000

Exchanged for common stock

(5,000,000

)

0.041

Granted

38,500,000

0.105

Outstanding, December 31, 2021

53,711,609

0.093

4.17

936,000

Exercisable, December 31, 2021

53,461,609

0.093

4.17

916,000

The following table summarizes the Company’s options as of December 31, 2021:

				Weighted
		*Outstanding*		*Average*		*Exercisable*
*Exercise*		*Number of*		*Remaining Life*		*Number of*
*Price*		*Options*		*In Years*		*Options*

$	0.041		14,000,000		2.60		14,000,000
$	0.065		1,000,000		3.50		750,000
$	0.105		38,500,000		4.75		38,500,000
$	0.240		208,160		5.21		208,160
$	70.260		3,449		0.50		3,449
*Total*			53,711,609		4.17		53,461,609

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Note 7 - Commitments

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Text Block]

Note 7 – Commitments

North Dakota State University Sponsored Research Agreement

The Company entered into a Sponsored Research Agreement (“SRA”) dated August 14, 2015 with North Dakota State University Research Foundation (“NDSU/RF”). With the proposed research for this project, NDSU/RF planned to make prototypical compounds and materials from CHS and CHS derivatives with the potential; 1) to act as efficient photoactive materials for solar cells, 2) to serve in electro active devices for optimization of current and voltage performance, 3) to perform at high levels of efficiency as silicon anodes in lightweight batteries (silicon has more than 11 times the capacity of carbon in the ubiquitous carbon based batteries), and, 4) to be incorporated into specialty inks for printed electronics applications. The research was conducted August 14, 2015 through August 31, 2016. The Company agreed to reimburse NDSU/RF for all costs incurred in performing the research up to a maximum amount of $70,000. On June 7, 2016 the Company and NDSU/RF mutually agreed to amend the SRA. Under the terms of the amendment the term was extended to June 30, 2017 and the consideration was increased by $120,000 to a maximum amount of $190,000.

As of December 31, 2021, the remaining balance of the SRA to be paid under the terms of the agreement is $93,578. As of December 31, 2021, and pursuant to the SRA, Coretec was in arrears on the payment of that obligation. Accordingly, as of December 31, 2021, Coretec would be considered in default under the SRA because of the unpaid obligations, which could allow NDSU/RF to exercise various options under the SRA, including an option to terminate the SRA if Coretec does not cure the default within 10 business days after receiving written notice by NDSU/RF. Due to Coretec’s belief that certain obligations of NDSU/RF were unsatisfied, Coretec has actively communicated with NDSU/RF in order to determine what obligations are owed and what actions all parties are required to take, and will agree to take, in furtherance of the SRA. In connection with such objective, Coretec has sent NDSU/RF a detailed communication setting forth, among other things, the basis for its belief that (i) the payment obligation was not due to NDSU/RF; and (ii) NDSU/RF does not have the right to enforce a default. Coretec did not attempt communication or receive communication from NDSU/RF during 2021.

As of the date of this report, there have been no legal proceedings initiated in connection with the SRA. However, no assurances can be made that the prior communications between the parties will result in a resolution or that legal proceedings will not be initiated in the future.

Real property leases

On June 30, 2020, the Company moved headquarters from Tulsa, Oklahoma to Ann Arbor, Michigan at which time the Company terminated the lease agreement in Tulsa. The Company continued to occupy the office space in Ann Arbor under the lease agreement that was executed on December 3, 2019. The Company signed a one-year lease in Ann Arbor, Michigan commencing January 1, 2020, with an annual rent obligation of $15,120 ($1,260 per month). The Company renewed the Ann Arbor lease for 2021 under the same terms. On September 30, 2021, the Company received $45,000 to vacate the leased space and assign the lease to a third party, which is recorded as other income in the consolidated statements of operations. The Company is currently leasing office space in Ann Arbor on a month-to-month basis at a rate of $800 per month. Rent expense for the office operating leases was $13,740 and $25,592 and for the years ended December 31, 2021 and 2020, respectively.

On December 14, 2021, the Company entered into an annual lease of a wet laboratory in the same facility as the Company’s office headquarters. The annual rent obligation is $12,600 payable in equal monthly installments. The Company took possession of the space in March of 2022.

Supply Agreement

During June 2020, the Company entered into a supply agreement with Evonik Operations GmbH to purchase 500 grams of cyclohexasilane, Si6H12 (CHS) for $185,000. The supply agreement was originally valid until March 31, 2021, however, due to delays resulting from Covid-19 and production delays, both companies agreed to extend the contract duration until all 500 grams of cyclohexasilane is delivered by Evonik. The Company paid Evonik Operations GmbH $92,500 on July 20, 2020, to initiate production of CHS, in accordance with the agreement. Evonik has produced and delivered 150 grams of CHS as of December 31, 2021 and upon remaining product delivery and invoicing, the Company will owe the remaining $92,500.

Note 8 - Related Party Transactions

12 Months Ended

Dec. 31, 2021

Note 8 – Related Party Transactions

The Company entered into a consulting agreement dated March 20, 2017 with Mr. Michael A. Kraft, who became the Company’s CEO. Under the terms of the agreement the Company agreed to compensate Mr. Kraft, $1,500 per day for his commitment to allocate seven days a month (subsequently amended to ten day a month) to the Company and a $25,000 bonus payable in the Company’s restricted stock upon occurrence of certain events. Mr. Kraft was issued ten million options during August 2019 for (1) as compensation for the $25,000 bonus in the consulting agreement, (2) approximately $91,000 as payment for unpaid consulting fees and, (3) approximately $294,000 as additional compensation for his consulting services. Mr. Kraft was owed $51,720 in unpaid consulting fees and out of pocket expenses, which is included in accounts payable and accrued expenses for the year ended December 31, 2020. On November 1, 2021 Mr. Kraft’s compensation was altered to an hourly rate of $187.50 for contract services. During the years ended December 31, 2021 and 2020, the Company recognized approximately $182,000 and $180,000 of expense respectively, under the terms of the agreements.

The Company entered into a one-year consulting agreement with Matthew Hoffman (“Hoffman”), effective May 21, 2020 and expiring May 19, 2021. Under the terms of the agreement, Hoffman held the position of Director of Finance. On June 30, 2020 Ron Robinson, Chief Financial Officer and Judith Keating, Corporate Secretary both retired from the Company. As part of the management transition plan, Hoffman was elevated to Chief Financial Officer and Corporate Secretary on June 30, 2020. The Company renewed the contract with Hoffman under similar terms through May 31, 2022. Under the terms of the agreement, Hoffman will be paid a monthly fee of $8,000 and shall make up to twenty hours per week available to the Company for each week of each month. During the years ended December 31, 2021 and 2020, the Company recognized approximately $104,000 and $42,000 of consulting expense respectively.

On June 21, 2021, the Company announced the appointment of Matthew J. Kappers as Chief Executive Officer. Mr. Kappers will operate in the CEO role as an independent contractor for the period of June 15, 2021 through December 15, 2021. Mr. Kappers will be compensated at a monthly rate of $12,500 and received an option grant to purchase 5,000,000 shares of common stock. The options were fully vested pursuant to the Board of Directors consent, effective September 30, 2021. During the year ended December 31, 2021, the Company recognized approximately $111,000 of consulting expense, under the terms of the agreement and prior consulting work. As a result of Mr. Kappers’ CEO appointment, Mr. Kraft transitioned to President and will continue to focus on commercialization of CHS and expanding the IP portfolio. In addition, Mr. Kappers was also appointed to the Board of Directors.

Note 9 - Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Text Block]

Note 9 – Subsequent Events

On January 11, 2022, the Company announced that it had partnered with The University of Adelaide, one of the global top universities in the field of applied glass science and photonics, to develop a glass to be used in the Company’s CSpace, a 3D static volumetric display technology. This project will be jointly funded by The University of Adelaide.

On January 25, 2022, the Company named Katie Merx its Vice President of Communications. Merx will have overall responsibility for the Company’s global communications, including brand messaging, corporate and financial communications, executive support, and media relations.

On February 9, 2022, a consultant of the Company exchanged 1,500,000 options for 900,000 shares of rule 144 common stock. This transaction was pursuant to the June 8, 2020 consent by the Board of Directors for a share exchange agreement with holders of 21,500,000 options awarded on August 7, 2019. The agreement allows for holders to exchange their options for rule 144 common stock at an exchange rate of 0.6 shares per 1 option.

On February 9, 2022, the Company agreed to settle accrued liabilities in the amount of $17,298 due to a consultant for 660,126 common shares. This transaction was pursuant to the November 10, 2021 Board of Directors consent to issue S8 common stock from the 2018 Equity Incentive Plan. The number of shares issued to satisfy the liabilities was determined by the average closing price for the fifteen (15) days prior to conversion at a discount rate of 50% to that fifteen (15) day average.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Nature of Business [Policy Text Block]

Nature of Business

Business Combinations Policy [Policy Text Block]

Reverse Acquisition

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The consolidated financial statements include the accounts of the Group and its wholly owned subsidiary, Coretec. Intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Intangibles

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instrument held by the Company:

Current assets and current liabilities - The carrying value approximates fair value due to the short maturity of these items.

Earnings Per Share, Policy [Policy Text Block]

Basic and Diluted Loss Per Common Share

	December 31,
	2021		2020
Options		53,711,609		20,212,174
Warrants		142,604,000		2,190,000
Series A convertible preferred stock		115,000		115,000
Convertible debt		39,836,388		38,753,799
Total potentially dilutive shares		236,266,997		61,270,973

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Research and development costs are expensed as incurred.

Income Tax, Policy [Policy Text Block]

Income Taxes

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

The following is a summary of recent accounting pronouncement recently adopted by the Company:

The cumulative impact of using the modified retrospective approach for the adoption of ASU 2020-06 on our consolidated balance sheet as of January 1, 2021 is summarized below:

	Balance at December 31, 2020			Impact of ASU 2020-06			Balance with Adoption of ASU 2020-06
Liabilities
Long-term debt, net	$	266,598		$	862,775		$	1,129,373
Equity
Additional paid-in-capital	$	8,033,313		$	(988,900	)	$	7,044,413
Accumulated deficit	$	(7,339,175	)	$	126,125		$	(7,213,050	)

The following is a summary of recent accounting pronouncements that are relevant to the Company:

Note 1 - Business and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	December 31,
	2021		2020
Options		53,711,609		20,212,174
Warrants		142,604,000		2,190,000
Series A convertible preferred stock		115,000		115,000
Convertible debt		39,836,388		38,753,799
Total potentially dilutive shares		236,266,997		61,270,973

Accounting Standards Update and Change in Accounting Principle [Table Text Block]

	Balance at December 31, 2020			Impact of ASU 2020-06			Balance with Adoption of ASU 2020-06
Liabilities
Long-term debt, net	$	266,598		$	862,775		$	1,129,373
Equity
Additional paid-in-capital	$	8,033,313		$	(988,900	)	$	7,044,413
Accumulated deficit	$	(7,339,175	)	$	126,125		$	(7,213,050	)

Note 3 - Intangibles (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	December 31,
Patents	2021			2020
Gross Carrying Amount	$	1,400,000		$	1,400,000
Accumulated Amortization		(421,203	)		(340,974	)
Net Book Value	$	978,797		$	1,059,026

Note 4 - Debt (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Long-term Debt Instruments [Table Text Block]

	December 31,
	2021			2020
Notes payable:
3.8% Insurance premium finance agreement due June 2021	$	-		$	46,580


Long term debt:
10% Promissory note	$	1,310,617		$	1,275,000
Less:
Beneficial conversion feature		-			(862,775	)
Warrants issued		(93,928	)		(106,167	)
Debt issue costs		(29,171	)		(39,460	)
Total long term debt	$	1,187,518		$	266,598

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Note 6 - Common Stock, Preferred Stock, Warrants and Options (Tables)

12 Months Ended

Dec. 31, 2021

Warrant Activity [Table Text Block]

Weighted

Weighted

Average

Remaining

Aggregate

Number of

Exercise

Life

Intrinsic

Warrants

Price

In Years

Value

Outstanding, December 31, 2020

2,190,000

0.0520

Granted - prefunded

51,500,000

0.0001

Granted

88,914,000

0.0812

Outstanding, December 31, 2021

142,604,000

0.0515

3.69

6,906,182

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

Weighted

Weighted

Average

Remaining

Aggregate

Number of

Exercise

Life

Intrinsic

Options

Price

In Years

Value

Outstanding, December 31, 2020

20,212,174

0.068

Expired

(565

)

420.000

Exchanged for common stock

(5,000,000

)

0.041

Granted

38,500,000

0.105

Outstanding, December 31, 2021

53,711,609

0.093

4.17

936,000

Exercisable, December 31, 2021

53,461,609

0.093

4.17

916,000

Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block]

				Weighted
		*Outstanding*		*Average*		*Exercisable*
*Exercise*		*Number of*		*Remaining Life*		*Number of*
*Price*		*Options*		*In Years*		*Options*

$	0.041		14,000,000		2.60		14,000,000
$	0.065		1,000,000		3.50		750,000
$	0.105		38,500,000		4.75		38,500,000
$	0.240		208,160		5.21		208,160
$	70.260		3,449		0.50		3,449
*Total*			53,711,609		4.17		53,461,609

Note 1 - Business and Summary of Significant Accounting Policies (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) shares
Goodwill, Impairment Loss \| $	$ 0
Series B Convertible Preferred Stock [Member]
Stock Issued During Period, Shares, Conversion of Convertible Securities (in shares) \| shares	4,760,872
Sale of Stock, Percentage of Ownership after Transaction	65.00%

Note 1 - Business and Summary of Significant Accounting Policies - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
potentially dilutive shares (in shares)	236,266,997	61,270,973
Options [Member]
potentially dilutive shares (in shares)	53,711,609	20,212,174
Warrant [Member]
potentially dilutive shares (in shares)	142,604,000	2,190,000
Series A Convertible Preferred Stock [Member]
potentially dilutive shares (in shares)	115,000	115,000
Convertible Debt Securities [Member]
potentially dilutive shares (in shares)	39,836,388	38,753,799

Note 1 - Business and Summary of Significant Accounting Policies - Cumulative Impact of Using Modified Retrospective Approach for Adoption of ASU (Details) - USD ($)	Dec. 31, 2021	Jan. 01, 2021	Dec. 31, 2020
Long-term debt, net			$ 266,598
Additional paid-in capital	$ 17,295,262		8,033,313
Accumulated deficit	$ (13,481,989)		(7,339,175)
Accounting Standards Update 2020-06 [Member]
Additional paid-in capital		$ (989,000)	8,033,313
Accumulated deficit		126,000
Cumulative Effect, Period of Adoption, Adjustment [Member]
Long-term debt, net			862,775
Accumulated deficit			126,125
Cumulative Effect, Period of Adoption, Adjustment [Member] \| Accounting Standards Update 2020-06 [Member]
Additional paid-in capital			$ (988,900)
Cumulative Effect, Period of Adoption, Adjusted Balance [Member]
Long-term debt, net		1,129,373
Additional paid-in capital		7,044,413
Accumulated deficit		$ (7,213,050)