CONVERTIBLE NOTES (Details Narrative) - USD ($) |
12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Jan. 27, 2025 |
Jan. 16, 2025 |
Dec. 13, 2024 |
Dec. 12, 2024 |
Dec. 01, 2024 |
Oct. 23, 2024 |
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Short-Term Debt [Line Items] | ||||||||
Debt description | The Note will be convertible at the election of the Investor into shares of Common Stock at any time following the earlier of the effective date of the registration statement described above or one year following the Purchase Price Date, at a conversion price equal to 90% multiplied by the lowest daily volume-weighted average price during the five trading days preceding conversion, and provided that (i) the Investor may not convert the Note into shares of Common Stock to the extent that such conversion would result in the Investor’s beneficial ownership of Common Stock being in excess of 4.99% (or 9.99% if the Company’s market capitalization is less than $10 million), and provided that (ii) the Note is not convertible into a total cumulative number of shares of Common Stock in excess of the number of shares of Common Stock permitted by Nasdaq Listing Rule 5635 (the “Exchange Cap”). | |||||||
Amortization of debt discount interest expense | $ 9,543 | |||||||
Debt discount amount | 280,457 | |||||||
Aggregate principal amount | 2,890,000 | 0 | ||||||
Interest expense | 14,450 | 0 | ||||||
Convertible promissory note | $ 325,000 | $ 0 | ||||||
Debt instrument periodic payment | $ 25,000 | |||||||
Additional issuer rate | 50.00% | |||||||
Capital price raise in excess amount | $ 1,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Volume weighted average price | 90.00% | |||||||
Loeb and Loeb LLP [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible promissory note | $ 325,000 | |||||||
Subsequent Event [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest expense | $ 68,642 | |||||||
Securities Purchase Agreement [Member] | Investor [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Reverse stock for issuance | 100,000 | |||||||
Securities Purchase Agreement [Member] | Investor [Member] | Common Stock [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Reverse stock for issuance | 7,500,000 | |||||||
Securities Purchase Agreement [Member] | Streeterville Capital LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Aggregate principal amount | $ 2,890,000 | |||||||
Debt purchase price | 2,600,000 | |||||||
Original issue discount | $ 260,000 | |||||||
Agreement description | The SPA grants the Investor (i) the right to fund up to an additional $5,000,000 to the Company, with the Company’s consent, through the date that is six months following repayment of the Note in full (the “Reinvestment Right”), and (ii) the exclusive right, on customary market terms, to enter into an equity line of credit or other similar financing arrangement with the Company for at least $20,000,000, through the date that is one year following the Purchase Price Date (defined below) | |||||||
Securities Purchase Agreement [Member] | Streeterville Capital LLC [Member] | Investor [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Aggregate principal amount | $ 30,000 | |||||||
Amended Securities Purchase Agreement [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument convertible terms of conversion feature | Pursuant to the Amended SPA, the Note is not convertible below a floor price of $4.00/share, but if the closing bid price of the Company’s common stock is less than the floor price for ten consecutive trading days, the Company is required to begin making monthly payments under the Note on the date that is 90 days following the original funding date. | |||||||
Floor price | $ 4.00 | |||||||
Amortization of debt discount interest expense | $ 290,000 | |||||||
Amended Securities Purchase Agreement [Member] | Investor [Member] | Subsequent Event [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt description | the Note providing that (i) the Company is not required to begin making monthly payments under the Note until May 16, 2025, (ii) the monthly payments will equal $485,000.00 plus all accrued but unpaid interest, multiplied by 120%, and (iii) the Company will pay to the Investor 50% of all proceeds received by the Company from any equity line of credit or similar arrangement within one trading day of receipt by the Company. |