0001437749-24-008792 | 10-K | XBRL Viewer

Substantial Doubt about Going Concern [Text Block]

Note 2 – Uncertainties and New Share Exchange Agreement

As of this report, the Company has insufficient revenue and capital commitments to fund the development of its planned products, pay current operating expenses and debt commitments beyond a year following the issuance of these consolidated financial statements. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a year following the issuance of these consolidated financial statements.

On March 1, 2024, the Company entered into a Share Exchange Agreement with Core Optics, LLC, a Virginia limited liability company (“Core Optics”), Core Optics Co., Ltd., a Republic of Korea corporation (“Operating Subsidiary”) and Core SS LLC, a Virginia limited liability company (the “Member”), which Member holds all outstanding membership interests in Core Optics. Pursuant to the Share Exchange Agreement, the closing of which remains subject to the satisfaction of various closing conditions, the Member agreed to sell all of its membership interests in Core Optics to the Company in exchange for the Company’s issuance of (i) 10,000,000 shares of Series C Convertible Preferred Stock, par value $0.0002 per share, of the Company; and (ii) 705,561,076 shares of the Company’s common stock, for the Membership Interests so transferred by the Member (the “Exchange”). Upon consummation of the Exchange, Core Optics will be a wholly-owned-direct subsidiary of the Company, Operating Subsidiary will be a wholly-owned-indirect subsidiary of the Company, the combined company will continue to operate under the name The Coretec Group, Inc., the Company’s common stock will continue to trade under the ticker symbol “CRTG”, and the Member is expected to beneficially own approximately 80% of the Company’s common stock on a fully-diluted basis.

Each share of the Series C Preferred Stock is expected to be convertible into 150 shares of common stock and has a stated value of $3.00. The Preferred Stock is not expected to: require the payment of any dividends; include any operational covenants; or require the Company to redeem the Series C Preferred Stock. Each holder of Series C Preferred Stock is expected to be entitled to cast the number of votes equal to the number of shares of Company common stock into which the Series C Preferred Stock held by such holder are convertible. In addition, it is expected that all outstanding Series C Preferred Stock will be automatically converted after a mandatory conversion event, which will be set forth in a certificate of designation that the Company would file with the Secretary of the State of Oklahoma at or before the closing of the Exchange.

Consummation of the Exchange is subject to customary conditions, including without limitation, (i) the delivery to the Company by the Member or its designees, if any, of a representation letter attesting to its status as an “accredited investor;” (ii) the delivery to the Company by the Member or its designees, if any, a lock up agreement in the form attached to the Share Exchange Agreement; (iii) the delivery by the Company of lock up agreements, in the form attached to the Share Exchange Agreement, from certain members of the Company’s management; (iv) the delivery to the Company of the required consolidated financial statements, as specified under the Share Exchange Agreement; (v) delivery by the Company to Core Optics of an applicable notice or approval from the OTC Markets that Company’s Common Stock will continue to be continue to be quoted on the OTCQB after the Closing; and (vi) delivery by the Company and Core Optics of all required consents to consummate all transactions contemplated by the Share Exchange Agreement.

The Share Exchange Agreement contains certain termination rights for the Company, Core Optics, and the Member.

The ability of the Company to continue as a going concern depends on the successful completion of the Company's referenced share exchange agreement with Core Optics, LLC and the ability of the Company, post-merger, to fund the combined entities activities and development of its planned products.

In the event, that the referenced share exchange agreement does not close, then the Company intends to continue to raise additional capital through other debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate.

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 6 - Equity Incentive Plans (Details Textual) - shares	Dec. 31, 2023	Oct. 27, 2023	Sep. 30, 2021	Jan. 31, 2018
2018 EIP [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized				15,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant	0
Equity Incentive Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized			62,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant	0
The 2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized		57,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant	33,000,000

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, 2023	Dec. 31, 2022
Potentially dilutive shares (in shares)	266,442,697	254,942,697
Options [Member]
Potentially dilutive shares (in shares)	101,158,160	77,158,160
Warrant [Member]
Potentially dilutive shares (in shares)	120,014,000	132,514,000
Series A Convertible Preferred Stock [Member]
Potentially dilutive shares (in shares)	115,000	115,000
Convertible Debt Securities [Member]
Potentially dilutive shares (in shares)	45,155,537	45,155,537

Note 9 - Related Party Transactions (Details Textual) - USD ($)						12 Months Ended
	Oct. 18, 2022	Oct. 14, 2022	Jun. 21, 2021	May 21, 2020	Aug. 07, 2019	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross		24,000,000			21,500,000
Costs and Expenses						$ 2,522,426	$ 2,871,584
Matthew Kappers [Member]
Independent Contractor, Monthly Fee			$ 12,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross			5,000,000
Matthew Kappers [Member] \| Consulting as Chief Executive Officer [Member]
Costs and Expenses						150,000	154,200
Matthew Hoffman [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	5,000,000
Costs and Expenses							103,950
Consulting Agreement, Term				1 year
Annual Base Salary	$ 200,000
Annual Incentive Bonus, Target Payout, Percentage of Base Salary	20.00%
Salary and Wage, Excluding Cost of Good and Service Sold						$ 200,000	$ 50,000

Note 7 - Common Stock, Preferred Stock, Warrants and Options (Tables)

12 Months Ended

Dec. 31, 2023

Warrant Activity [Table Text Block]

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value

Outstanding, December 31, 2022		132,514,000		$	0.0555		3.63
Exercised		(12,500,000	)		0.0001
Outstanding, December 31, 2023		120,014,000		$	0.0612		2.63	$	843,780

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

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Life		Intrinsic
	Options			Price		In Years		Value

Outstanding, December 31, 2021		53,711,609		$	0.093		4.17		936,000
Options granted		24,950,000			0.028
Options expired		(3,449	)		70.260
Exchanged for common stock		(1,500,000	)		0.041
Outstanding, December 31, 2022		77,158,160		$	0.070		3.72	$	151,200
Options granted		24,000,000			0.0235
Outstanding, December 31, 2023		101,158,160		$	0.059		3.22	$	187,200


Exercisable options
Exercisable, December 31, 2022		77,158,160		$	0.070		3.72	$	151,200
Exercisable, December 31, 2023		101,158,160		$	0.059		3.22	$	187,200

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

$	0.024		24,000,000		4.82		24,000,000
$	0.028		24,000,000		3.79		24,000,000
$	0.041		12,500,000		0.60		12,500,000
$	0.055		950,000		3.23		950,000
$	0.065		1,000,000		1.50		1,000,000
$	0.105		38,500,000		2.75		38,500,000
$	0.240		208,160		3.21		208,160
Total			101,158,160		3.22		101,158,160

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	December 31,
	2023			2022
Risk-free interest rate		4.79	%		4.25	%
Term (years)		5			5
Volatility		262	%		297	%
Dividend yield		0	%		0	%

Note 3 - Property, Plant and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment Disclosure [Text Block]

Note 3 – Property, Plant and Equipment

The following table sets forth the tangible assets:

	December 31,			December 31,
	2023			2022
Laboratory equipment	$	127,191		$	80,265
Accumulated depreciation		(17,425	)		(6,803	)
Net property, plant and equipment	$	109,766		$	73,462

The Company’s laboratory equipment primarily consists of assets utilized for synthesis, battery manufacturing, testing and analysis.

Note 7 - Common Stock, Preferred Stock, Warrants and Options - Shares Authorized Under Stock Option Plans (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Option Outstanding, Number Of Options (in shares)	101,158,160
Option Exercisable, Weighted Average Remaining Life In Years (Year)	3 years 2 months 19 days
Option Exercisable, Number Of Options (in shares)	101,158,160
Exercise Price Range One [Member]
Option Outstanding, Exercise Price (in dollars per share) \| $ / shares	$ 0.024
Option Outstanding, Number Of Options (in shares)	24,000,000
Option Exercisable, Weighted Average Remaining Life In Years (Year)	4 years 9 months 25 days
Option Exercisable, Number Of Options (in shares)	24,000,000
Exercise Price Range Two [Member]
Option Outstanding, Exercise Price (in dollars per share) \| $ / shares	$ 0.028
Option Outstanding, Number Of Options (in shares)	24,000,000
Option Exercisable, Weighted Average Remaining Life In Years (Year)	3 years 9 months 14 days
Option Exercisable, Number Of Options (in shares)	24,000,000
Exercise Price Range Three [Member]
Option Outstanding, Exercise Price (in dollars per share) \| $ / shares	$ 0.041
Option Outstanding, Number Of Options (in shares)	12,500,000
Option Exercisable, Weighted Average Remaining Life In Years (Year)	7 months 6 days
Option Exercisable, Number Of Options (in shares)	12,500,000
Exercise Price Range Four [Member]
Option Outstanding, Exercise Price (in dollars per share) \| $ / shares	$ 0.055
Option Outstanding, Number Of Options (in shares)	950,000
Option Exercisable, Weighted Average Remaining Life In Years (Year)	3 years 2 months 23 days
Option Exercisable, Number Of Options (in shares)	950,000
Exercise Price Range Five [Member]
Option Outstanding, Exercise Price (in dollars per share) \| $ / shares	$ 0.065
Option Outstanding, Number Of Options (in shares)	1,000,000
Option Exercisable, Weighted Average Remaining Life In Years (Year)	1 year 6 months
Option Exercisable, Number Of Options (in shares)	1,000,000
Exercise Price Range Six [Member]
Option Outstanding, Exercise Price (in dollars per share) \| $ / shares	$ 0.105
Option Outstanding, Number Of Options (in shares)	38,500,000
Option Exercisable, Weighted Average Remaining Life In Years (Year)	2 years 9 months
Option Exercisable, Number Of Options (in shares)	38,500,000
Exercise Price Range Seven [Member]
Option Outstanding, Exercise Price (in dollars per share) \| $ / shares	$ 0.24
Option Outstanding, Number Of Options (in shares)	208,160
Option Exercisable, Weighted Average Remaining Life In Years (Year)	3 years 2 months 15 days
Option Exercisable, Number Of Options (in shares)	208,160

Note 5 - Debt (Tables)

12 Months Ended

Dec. 31, 2023

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

	December 31,			December 31,
	2023			2022
Notes payable:
5.26% Insurance premium finance agreement paid in June 2023	$	-		$	61,398
8.29% Insurance premium finance agreement due June 2024		95,376			-
Current portion of long term debt		476,075			-
Notes payable - current	$	571,451		$	61,398

Long term debt:
10% promissory note, principal payments start July 2024	$	1,485,617		$	1,485,617
Less:
Current portion of long term debt		(476,075	)		-
Warrants issued		(1,688	)		(51,755	)
Debt issuance costs		(4,038	)		(19,036	)
Total long term debt	$	1,003,816		$	1,414,826

Schedule of Maturities of Long-Term Debt [Table Text Block]

Year	Principal payments due
2024		476,075
2025		870,000
2026		139,542
	$	1,485,617

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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Insider Trading Arrangements	3 Months Ended	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023	Dec. 31, 2023
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]		ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Arrangement During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Note 4 - Intangibles

12 Months Ended

Dec. 31, 2023

Intangible Assets Disclosure [Text Block]

Note 4 – Intangibles

The following table sets forth the intangible assets:

	December 31,			December 31,
	2023			2022
Patents	$	1,400,000		$	1,400,000
Website development costs		12,007			12,007
Accumulated amortization		(587,662	)		(505,032	)
Net intangible assets	$	824,345		$	906,975

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.

Note 5 - Debt - Schedule of Debt (Details) (Parentheticals)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Aug. 31, 2023	Aug. 31, 2022	Oct. 04, 2019
Insurance Financing Agreement Due June 2023 [Member]
Interest rate		5.26%		5.26%
Maturity date		Jun. 30, 2023
Insurance Financing Agreement Due June 2024 [Member]
Interest rate	8.29%		8.29%
Maturity date	Jun. 30, 2024
Credit Agreement And Note [Member]
Interest rate	10.00%	10.00%			10.00%

Note 4 - Intangibles - Schedule of Patents (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accumulated amortization	$ (587,662)	$ (505,032)
Net intangible assets	824,345	906,975
Patents [Member]
Gross intangible assets	1,400,000	1,400,000
Website Development Costs [Member]
Gross intangible assets	$ 12,007	$ 12,007

Note 5 - Debt - Schedule of Debt (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Notes payable, current portion	$ 571,451	$ 61,398
Notes payable - current	571,451	61,398
Total long term debt	1,003,816	1,414,826
Insurance Financing Agreement Due June 2023 [Member]
Notes payable, current portion	0	61,398
Insurance Financing Agreement Due June 2024 [Member]
Notes payable, current portion	95,376	0
Credit Agreement And Note [Member]
Current portion of long term debt	476,075	0
10% promissory note, principal payments start July 2024	1,485,617	1,485,617
Current portion of long term debt	(476,075)	0
Warrants issued	(1,688)	(51,755)
Debt issuance costs	$ (4,038)	$ (19,036)

Note 10 - Gain on Settlement of Accounts Payable

12 Months Ended

Dec. 31, 2023

Gain on Settlement of Accounts Payable [Text Block]

Note 10 – Derecognition of Accounts Payable

The Company derecognizes financial liabilities when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid is recognized in the consolidated statements of operations as other income.

During the year ended December 31, 2023, the Company derecognized a total of $195,901 of accounts payable due to the running of the applicable statute of limitations. Since the obligations were unenforceable, the accounts payable was considered extinguished, resulting in a gain on derecognition of accounts payable of $195,901, which is included in other income on the consolidated statement of operations.

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2021	345,000	254,055,581
Balance at Dec. 31, 2021	$ 69	$ 50,809	$ 17,295,262	$ (13,481,989)	$ 3,864,151
Common stock issued for liabilities (in shares)	0	3,615,621
Common stock issued for liabilities	$ 0	$ 723	59,943	0	60,666
Exchange of stock options for common stock (in shares)	0	900,000
Exchange of stock options for common stock	$ 0	$ 180	(180)	0	0
Warrants issued	0	0	4,102	0	4,102
Warrants exercised	0	$ 2,060	(1,030)	0	1,030
Warrants exercised (in shares)		10,300,000
Options issued for compensation and services	0	$ 0	761,695	0	761,695
Net loss for the period	$ 0	$ 0	0	(2,863,324)	(2,863,324)
Balance (in shares) at Dec. 31, 2022	345,000	268,871,202
Balance at Dec. 31, 2022	$ 69	$ 53,772	18,119,792	(16,345,313)	1,828,320
Common stock issued for liabilities (in shares)	0	2,732,830
Common stock issued for liabilities	$ 0	$ 547	23,666	0	24,213
Warrants exercised	0	2,500	(1,250)	0	1,250
Options issued for compensation and services	0	0	564,000	0	564,000
Net loss for the period	$ 0	$ 0	0	(2,307,639)	(2,307,639)
Balance (in shares) at Dec. 31, 2023	345,000	284,104,032
Balance at Dec. 31, 2023	$ 69	$ 56,819	$ 18,706,208	$ (18,652,952)	$ 110,144

Note 8 - Commitments (Details Textual) - USD ($)			12 Months Ended
Note 8 - Commitments (Details Textual) - USD ($)	Feb. 01, 2024	May 01, 2022	Dec. 31, 2023	Dec. 31, 2022
Operating Lease, Expense			$ 54,600	$ 41,175
Ann Arbor, Michigan [Member]
Operating Leases, Rent Expense, Monthly		$ 42,000
Wet Laboratory in Office Headquarters [Member]
Operating Leases, Rent Expense, Monthly		$ 12,600
Wet Laboratory Space and Administrative Offices [Member] \| Subsequent Event [Member]
Operating Leases, Rent Expense, Monthly	$ 54,000

Note 4 - Intangibles (Details Textual) - Patents [Member]	Dec. 31, 2023 USD ($)
Finite-Lived Intangible Asset, Expected Amortization, Year Three	$ 80,000
Finite-Lived Intangible Asset, Expected Amortization, Year One	80,000
Finite-Lived Intangible Asset, Expected Amortization, Year Two	80,000
Finite-Lived Intangible Asset, Expected Amortization, Year Four	80,000
Finite-Lived Intangible Asset, Expected Amortization, Year Five	80,000
Finite-Lived Intangible Asset, Expected Amortization, after Year Five	$ 80,000

Note 2 - Management's Plans and New Share Exchange Agreement (Details Textual) - $ / shares	Mar. 01, 2024	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)		$ 0.0002	$ 0.0002
Series C Preferred Stock [Member] \| Subsequent Event [Member]
Convertible Preferred Stock, Shares Issued upon Conversion	150
Preferred Stock, Stated Value Per Share	$ 3
Core Optics, LLC [Member] \| Subsequent Event [Member]
Business Acquisition, Equity Interest Issued or Issuable, Percentage of Beneficial Ownership After Issuance	80.00%
Core Optics, LLC [Member] \| Series C Preferred Stock [Member] \| Subsequent Event [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.0002
Core Optics, LLC [Member] \| Common Stock [Member] \| Subsequent Event [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	705,561,076

Note 1 - Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Business Description and Accounting Policies [Text Block]

Note 1 – Business and Summary of Significant Accounting Policies

Nature of Business

Reverse Acquisition

Basis of Presentation

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

Intangibles

Goodwill

Property and Equipment

Estimated useful lives of property and equipment are as follows for the major classes of assets:

Asset Description

Estimated

Lives (years)

Furniture and fixtures

Laboratory equipment

Impairment of Long-Lived Assets

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.

Basic and Diluted Loss Per Common Share

	December 31,
	2023		2022
Options		101,158,160		77,158,160
Warrants		120,014,000		132,514,000
Series A convertible preferred stock		115,000		115,000
Convertible debt		45,155,537		45,155,537
Total potentially dilutive shares		266,442,697		254,942,697

Research and Development

Research and development costs are expensed as incurred.

Income Taxes

Note 3 - Property, Plant and Equipment - Tangible Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accumulated depreciation	$ (17,425)	$ (6,803)
Net property, plant and equipment	109,766	73,462
Equipment [Member]
Property, plant and equipment, gross	$ 127,191	$ 80,265

Note 3 - Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Table Text Block]

	December 31,			December 31,
	2023			2022
Laboratory equipment	$	127,191		$	80,265
Accumulated depreciation		(17,425	)		(6,803	)
Net property, plant and equipment	$	109,766		$	73,462

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

12 Months Ended

Dec. 31, 2023

Property Plant and Equipment, Estimated Useful Lives [Table Text Block]

Asset Description

Estimated

Lives (years)

Furniture and fixtures

Laboratory equipment

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

	December 31,
	2023		2022
Options		101,158,160		77,158,160
Warrants		120,014,000		132,514,000
Series A convertible preferred stock		115,000		115,000
Convertible debt		45,155,537		45,155,537
Total potentially dilutive shares		266,442,697		254,942,697

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2023	Mar. 21, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	000-54697
Entity Registrant Name	THE CORETEC GROUP INC.
Entity Incorporation, State or Country Code	OK
Entity Tax Identification Number	73-1479206
Entity Address, Address Line One	333 Jackson Plaza, Ste 460
Entity Address, City or Town	Ann Arbor
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48103
City Area Code	866
Local Phone Number	916-0833
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 1,623,021
Entity Common Stock, Shares Outstanding (in shares)		301,368,572
Auditor Firm ID	483
Auditor Name	HOGANTAYLOR LLP
Auditor Location	Tulsa, Oklahoma
Entity Central Index Key	0001375195
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Note 7 - Common Stock, Preferred Stock, Warrants and Options - Option Activity (Details) - USD ($)				12 Months Ended			43 Months Ended
	Oct. 27, 2023	Oct. 14, 2022	Aug. 07, 2019	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023
Options granted, shares (in shares)		24,000,000	21,500,000
Options granted, Weighted average exercise price (in dollars per share)	$ 0.0235	$ 0.0277
Exchanged for common stock (in shares)							(9,500,000)
Share-Based Payment Arrangement, Option [Member]
Outstanding, Shares (in shares)				77,158,160	53,711,609
Outstanding, Weighted Average Exercise Price (in dollars per share)				$ 0.07	$ 0.093
Outstanding, Weighted average remaining life (Year)				3 years 2 months 19 days	3 years 8 months 19 days	4 years 2 months 1 day
Outstanding, Aggregate intrinsic value				$ 187,200	$ 151,200	$ 936,000	$ 187,200
Options granted, shares (in shares)				24,000,000	24,950,000
Options granted, Weighted average exercise price (in dollars per share)				$ 0.0235	$ 0.028
Expired, Shares (in shares)					(3,449)
Expired, Weighted Average Exercise Price (in dollars per share)					$ 70.26
Exchanged for common stock (in shares)					(1,500,000)
Exchanged for common stock, Weighted Average Exercise Price (in dollars per share)					$ 0.041
Outstanding, Shares (in shares)				101,158,160	77,158,160	53,711,609	101,158,160
Outstanding, Weighted Average Exercise Price (in dollars per share)				$ 0.059	$ 0.07	$ 0.093	$ 0.059
Exercisable options (in shares)				101,158,160	77,158,160		101,158,160
Exercisable, weighted average exercise price (in dollars per share)				$ 0.059	$ 0.07		$ 0.059
Exercisable, weighted average remaining life (Year)				3 years 2 months 19 days	3 years 8 months 19 days
Exercisable, aggregate intrinsic value				$ 187,200	$ 151,200		$ 187,200

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.0002	$ 0.0002
Preferred stock, shares authorized (in shares)	500,000	500,000
Preferred stock, shares outstanding (in shares)	345,000	345,000
Preferred stock, shares issued (in shares)	345,000	345,000
Common stock, par value (in dollars per share)	$ 0.0002	$ 0.0002
Common stock, shares authorized (in shares)	1,500,000,000	1,500,000,000
Common stock, shares issued (in shares)	284,104,032	268,871,202
Common stock, shares outstanding (in shares)	284,104,032	268,871,202

Note 11 - Subsequent Events (Details Textual) - USD ($)				12 Months Ended
Note 11 - Subsequent Events (Details Textual) - USD ($)	Mar. 07, 2024	Feb. 12, 2024	Jan. 12, 2024	Dec. 31, 2023
Class of Warrant or Right, Exercised During Period, Exercise Price				$ 0.0001
Subsequent Event [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)	$ 0.0235
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares)	1,500,000
Subsequent Event [Member] \| Pre-funded Warrant [Member]
Class of Warrant or Right, Exercised During Period, Exercise Price		$ 0.0001
Stock Issued During Period, Shares, Warrants Exercised		14,861,316
Subsequent Event [Member] \| Consultant [Member]
Stock Issued During Period, Shares, Issued for Services			903,224
Stock Issued During Period, Value, Issued for Services			$ 8,960

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income:
Revenue	$ 0	$ 0
Expenses:
Research and development	512,952	535,837
General and administrative	1,791,910	2,132,996
Interest	217,564	202,751
Total expenses	2,522,426	2,871,584
Other income	214,787	8,260
Net loss	$ (2,307,639)	$ (2,863,324)
Loss per share:
Basic and diluted (in dollars per share)	$ (0.008)	$ (0.011)
Weighted average shares outstanding, basic and diluted (in shares)	277,732,088	258,337,996

Note 5 - Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Text Block]

Note 5 – Debt

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

	December 31,			December 31,
	2023			2022
Notes payable:
5.26% Insurance premium finance agreement paid in June 2023	$	-		$	61,398
8.29% Insurance premium finance agreement due June 2024		95,376			-
Current portion of long term debt		476,075			-
Notes payable - current	$	571,451		$	61,398

Long term debt:
10% promissory note, principal payments start July 2024	$	1,485,617		$	1,485,617
Less:
Current portion of long term debt		(476,075	)		-
Warrants issued		(1,688	)		(51,755	)
Debt issuance costs		(4,038	)		(19,036	)
Total long term debt	$	1,003,816		$	1,414,826

5.26% Insurance premium finance agreement, due June 2023

The Company entered into an insurance financing agreement in August 2022 totaling $101,444. The monthly payments under the agreement were due in ten installments of $10,391 each. The debt was fully paid under the terms of the agreement.

8.29% Insurance premium finance agreement, due June 2024

The Company entered into an insurance financing agreement in August 2023 totaling $156,806. The monthly payments under the agreement are due in ten installments of $16,283. The Company has made payments on the note of $65,131 as of December 31, 2023.

10% Promissory note, principal payments start July 2024

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 15th day of the 4th anniversary of each advance with the first capital payment due on July 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, 2023, DAF has advanced $2,345,000 with no definitive date or commitment to advance the remaining $155,000. Interest is accrued monthly and paid in advance for the first six 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.

On May 12, 2023, the Company countersigned a second letter of variation (the Second Variation) to the credit agreement entered into on October 4, 2019, with DAF. Pursuant to the Second Variation, the Lender agreed to extend the repayment days for each advance made by Lender under the credit agreement by an additional four months. The first principal payment will be due on July 15, 2024 with all other terms and conditions of the credit facility remaining unchanged.

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.

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.

There were no advanced gross proceeds to the Company during the year ended December 31, 2023 compared with $175,000 for the year ended December 31, 2022.

There were no warrants issued under the Credit Agreement during the year ended December 31, 2023 compared with 210,000 warrants issued during the year ended December 31, 2022.

The allocated cost of the warrants issued during the years ended December 31, 2023 and 2022, was $0 and $4,102, respectively, and is being amortized over the life of the debt. Total amortization of the allocated warrant costs, including previously issued warrants, was $47,717 and $46,275 during the years ended December 31, 2023 and 2022, 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 $0 and $5,250 during the years ended December 31, 2023 and 2022, respectively, and are being amortized over the life of the debt with $17,348 and $15,385 amortized during the years ended December 31, 2023 and 2022, respectively.

Interest payments were made to DAF from invoiced amounts totaling for $179,889 and $131,357 during the years ended December 31, 2023 and 2022, respectively.

The following table sets forth the principal payment schedule by year:

Year	Principal payments due
2024		476,075
2025		870,000
2026		139,542
	$	1,485,617

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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Note 9 - Related Party Transactions

12 Months Ended

Dec. 31, 2023

Note 9 – Related Party Transactions

On June 21, 2021, the Company announced the appointment of Matthew J. Kappers as Chief Executive Officer. The agreement between Mr. Kappers and the Company stated that 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. Since December 2021, the Company and Mr. Kappers have been operating under the agreement on a month to month basis. The Company recognized $150,000 of expense as CEO for the year ended December 31, 2023 and $154,200 of expense as CEO for the year ended December 31, 2022.

The Company entered into a one-year consulting agreement with Matthew Hoffman, doing business as Integrate Growth, LLC, effective May 18, 2020 and expiring May 19, 2021. On June 23, 2021, the Company renewed the CFO and Corporate Secretary contract with Matthew L. Hoffman under similar terms of the initial contract through May 31, 2022. Mr. Hoffman and the Company operated on a month-to-month basis from June 1, 2022 through October 17, 2022. On October 18, 2022 the Company announced the appointment as COO, where the Company entered into an employment agreement with Mr. Hoffman. Pursuant to the employment agreement, Mr. Hoffman will receive an annual base salary of $200,000. Mr. Hoffman will also be eligible for an annual incentive bonus, with a target payout of twenty percent (20%) of his then-current base salary, beginning with the Company’s 2023 fiscal year, upon meeting objectives set by the board of directors. The employment agreement also granted to Mr. Hoffman options to purchase 5,000,000 fully vested shares of the Company’s common stock. The Company recognized $200,000 of salary expense for the year ended December 31, 2023 and $103,950 of expense respectively, under the terms of the agreement of the consulting agreement and $50,000 of employee wage expense during the year ended December 31, 2022.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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Note 1 - Business and Summary of Significant Accounting Policies  (Details)	Dec. 31, 2023
Furniture and Fixtures [Member]
Useful life (Year)	7 years
Equipment [Member]
Useful life (Year)	7 years

Note 7 - Common Stock, Preferred Stock, Warrants and Options (Details Textual)										12 Months Ended		43 Months Ended
	Oct. 27, 2023 $ / shares shares	Oct. 14, 2022 $ / shares shares	Mar. 23, 2022 $ / shares shares	Mar. 02, 2021 USD ($) $ / shares shares	Oct. 22, 2020	Jun. 08, 2020	Oct. 04, 2019 $ / shares shares	Aug. 07, 2019 shares	Dec. 11, 2013 $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares shares
Preferred stock, shares authorized (in shares)										500,000	500,000	500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares										$ 0.0612	$ 0.0555	$ 0.0612
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross		24,000,000						21,500,000
Share Exchange Agreement, Exchange Ratio						0.6
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exchanged												9,500,000
Stock Issued During Period, Shares, Stock Options Exchanged for Common Shares												5,700,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price \| $ / shares	$ 0.0235	$ 0.0277
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period	5 years	5 years
Share-Based Payment Arrangement, Expense \| $										$ 564,000	$ 761,695
Employees and Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	7,000,000	6,000,000	950,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price \| $ / shares			$ 0.055
Co-chairman [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	3,000,000	3,000,000
Co-chairman 2 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	3,000,000	3,000,000
Chief Executive Officer and Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	5,000,000	7,000,000
Chief Financial Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	5,000,000	5,000,000
Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	1,000,000
Private Placement [Member]
Stock Issued During Period, Shares, New Issues				23,500,000
Proceeds from Issuance or Sale of Equity \| $				$ 6,000,000
Warrant Issued in Connection With Credit Agreement [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)							3,000,000			2,814,000	2,814,000	2,814,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares							$ 0.052
Class of Warrant or Right, Number of Warrants Issued Per Dollar in the Event of Funding Deviation							1.2
Warrant Issued in Connection With Credit Agreement [Member] \| Minimum [Member]
Class of Warrant or Right, Issued Monthly							150,000
Warrant Issued in Connection With Credit Agreement [Member] \| Maximum [Member]
Class of Warrant or Right, Issued Monthly							210,000
Pre-funded Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				51,500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares				$ 0.0001
Class of Warrant or Right, Purchase Price of Warrants or Rights \| $ / shares				$ 0.08
Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				82,500,000
Class of Warrant or Right, Purchase Price of Warrants or Rights \| $ / shares				$ 0.0799
Placement Agent Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				6,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares				$ 0.1
Warrants Ownership Percentage, Maximum Limit				8.00%
S8 Common Stock [Member]
Common Stock Issued to Satisfy Accrued Liabilities, Number of Trading Days Over which Average Closing Price is Used to Determine Number of Shares					15
Common Stock Issued to Satisfy Accrued Liabilities, Discount Rate Used to Determine Number of Shares					50.00%
Stock Issued During Period, Shares, Satisfaction of Vendor Accrued Liabilities and Services										2,732,830	3,615,621
Stock Issued During Period, Value, Satisfaction of Vendor Accrued Liabilities and Services \| $										$ 24,213	$ 60,666
Series A Preferred Stock [Member]
Preferred stock, shares authorized (in shares)									500,000	500,000		500,000
Preferred Stock, Par Value, Per Share \| $ / shares									$ 0.0002
Preferred Stock, Stated Value Per Share \| $ / shares									$ 1
Preferred Stock, Dividend Rate, Percentage									6.00%
Preferred Stock, Amount of Preferred Dividends in Arrears \| $										$ 210,000	$ 190,000
Convertible Preferred Stock, Shares Issued upon Conversion										166,667		166,667
Convertible Preferred Stock, Volume Weighted Average Price Trigger \| $ / shares										$ 15

Note 6 - Equity Incentive Plans

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Text Block]

Note 6 – 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 0 shares available for issuance under the 2018 EIP as of December 31, 2023.

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 0 shares available for issuance under the 2021 EIP as of December 31, 2023.

On October 27, 2023, the Board of Directors approved The Coretec Group, Inc. 2023 Equity Incentive Plan (the “2023 Plan”), which covers the potential issuance of 57,000,000 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 33,000,000 shares available for issuance under the 2023 EIP as of December 31, 2023.

Note 7 - Common Stock, Preferred Stock, Warrants and Options

12 Months Ended

Dec. 31, 2023

Equity [Text Block]

Note 7 – Common Stock, Preferred Stock, Warrants and Options

Common Stock

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. On October 14, 2022 the Board of Directors further consented to extend this practice through September 1, 2023. On October 27, 2023 the Board of Directors further consented to extend this practice through September 1, 2024. The stock issuance, in lieu of cash payment, requires written approval of the Chief Executive Officer. During the year ended December 31, 2023, 2,732,830 shares were issued to satisfy $24,213 of vendor accrued liabilities and services. During the year ended December 31, 2022, the Company issued 3,615,621 shares to satisfy $60,666 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 $210,000 and $190,000 for the years ended December 31, 2023 and 2022, 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, 2023 and 2022 total 2,814,000. 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, 2023:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value

Outstanding, December 31, 2022		132,514,000		$	0.0555		3.63
Exercised		(12,500,000	)		0.0001
Outstanding, December 31, 2023		120,014,000		$	0.0612		2.63	$	843,780

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, 2023, 9,500,000 options had been exchanged for 5,700,000 shares of common stock.

On March 23, 2022, the Board of Directors of the Company consented to granting 950,000 options to new employee and a consultant. These options have an exercise price of the $0.055 and vest immediately.

On October 14, 2022, the Company granted options to purchase a total of 24,000,000 shares of the Company’s common stock at an exercise price of $0.0277 per share. The options are exercisable for a period of five years from the date of issuance and vest immediately. Of the 24,000,000 total options granted, (i) options to purchase 3,000,000 shares of common stock were granted to Victor Keen, the Company’s co-chairman; (ii) options to purchase 3,000,000 shares of common stock were issued to Simon Calton, the Company’s co-chairman; (iii) options to purchase 7,000,000 shares of common stock were issued to Matthew Kappers, the Company’s Chief Executive Officer and Director; (iv) options to purchase 5,000,000 shares of common stock were issued to Matthew Hoffman, the Company’s Chief Financial Officer; and (vi) options to purchase an aggregate of 6,000,000 shares of common stock were issued to various employees and consultants of the Company.

On October 27, 2023, the Company granted five-year options to members of the Company’s management, employees and consultants, as incentive compensation. The Company granted the following options: (i) 5,000,000 options to Matthew Kappers, (ii) 5,000,000 options to Matthew L. Hoffman, (iii) 3,000,000 options to Victor F. Keen, (iv) 3,000,000 options to Simon Calton, (v) 1,000,000 options to Ron Dombrowski, and (vi) an aggregate of 7,000,000 options to other employees and consultants of the Company. All of the options have an exercise price equal to $ 0.0235 and are deemed fully vested and immediately exercisable.

The Company recognized $564,000 and $761,695 of stock option expense during the years ended December 31, 2023 and 2022, respectively.

Options Summary

The following table summarizes the Company’s option activity during the years ended December 31, 2023 and 2022:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Life		Intrinsic
	Options			Price		In Years		Value

Outstanding, December 31, 2021		53,711,609		$	0.093		4.17		936,000
Options granted		24,950,000			0.028
Options expired		(3,449	)		70.260
Exchanged for common stock		(1,500,000	)		0.041
Outstanding, December 31, 2022		77,158,160		$	0.070		3.72	$	151,200
Options granted		24,000,000			0.0235
Outstanding, December 31, 2023		101,158,160		$	0.059		3.22	$	187,200


Exercisable options
Exercisable, December 31, 2022		77,158,160		$	0.070		3.72	$	151,200
Exercisable, December 31, 2023		101,158,160		$	0.059		3.22	$	187,200

The following table summarizes the Company’s options as of December 31, 2023:

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

$	0.024		24,000,000		4.82		24,000,000
$	0.028		24,000,000		3.79		24,000,000
$	0.041		12,500,000		0.60		12,500,000
$	0.055		950,000		3.23		950,000
$	0.065		1,000,000		1.50		1,000,000
$	0.105		38,500,000		2.75		38,500,000
$	0.240		208,160		3.21		208,160
Total			101,158,160		3.22		101,158,160

The following assumptions were used for issuances during the years ended December 31, 2023 and 2022

	December 31,
	2023			2022
Risk-free interest rate		4.79	%		4.25	%
Term (years)		5			5
Volatility		262	%		297	%
Dividend yield		0	%		0	%

The entire disclosure for equity.

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Note 4 - Intangibles (Tables)

12 Months Ended

Dec. 31, 2023

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

	December 31,			December 31,
	2023			2022
Patents	$	1,400,000		$	1,400,000
Website development costs		12,007			12,007
Accumulated amortization		(587,662	)		(505,032	)
Net intangible assets	$	824,345		$	906,975

Note 1 - Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands		12 Months Ended
	Sep. 30, 2016	Dec. 31, 2023	Dec. 31, 2022
Goodwill, Impairment Loss		$ 0	$ 0
Series B Convertible Preferred Stock [Member]
Stock Issued During Period, Shares, Conversion of Convertible Securities (in shares)	4,760,872
Sale of Stock, Percentage of Ownership after Transaction	65.00%

Note 7 - Common Stock, Preferred Stock, Warrants and Options - Valuation Assumptions (Details) - Share-Based Payment Arrangement, Option [Member]	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Risk-free interest rate	4.79%	4.25%
Term (years) (Year)	5 years	5 years
Volatility	262.00%	297.00%
Dividend yield	0.00%	0.00%

Note 5 - Debt - Principal Payment Schedule (Details)	Dec. 31, 2023 USD ($)
2024	$ 476,075
2025	870,000
2026	139,542
Long-Term Debt	$ 1,485,617

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Note 7 - Common Stock, Preferred Stock, Warrants and Options - Warrants (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Outstanding, number of warrants (in shares)	132,514,000
Outstanding, weighted-average exercise price (in dollars per share)	$ 0.0555
Outstanding, weighted-average remaining life (Year)	2 years 7 months 17 days	3 years 7 months 17 days
Exercised, number of warrants (in shares)	(12,500,000)
Exercised, weighted-average exercise price (in dollars per share)	$ 0.0001
Outstanding, number of warrants (in shares)	120,014,000	132,514,000
Outstanding, weighted-average exercise price (in dollars per share)	$ 0.0612	$ 0.0555
Outstanding, aggregate intrinsic value	$ 843,780

Note 8 - Commitments

12 Months Ended

Dec. 31, 2023