Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the quarterly period ended June 30, 2024

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________to____________

MANHATTAN SCIENTIFICS, INC.

(Exact name of small business issuer as specified in its charter)

Delaware		000-28411		85-0460639
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

244 Fifth Ave, Suite 2341

New York, New York, 10001

(Address of principal executive offices) (Zip code)

Issuer’s telephone number: (212) 541-2405

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value

(Title of Class)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 559,281,064 shares outstanding of registrant’s common stock, par value $0.001 per share, as of August 19, 2024.

TABLE OF CONTENTS

PART I

Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	3
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (unaudited)	6
	Notes to Condensed Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22

PART II

Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosure	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
SIGNATURES		26

Table of Contents

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30,			December 31,
	2024			2023
	(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents	$	38,000		$	67,000
Prepaid expenses		7,000			2,000
Total current assets		45,000			69,000

Investment in equity securities		27,000			245,000
Other assets		2,000			2,000
Total assets	$	74,000		$	316,000

LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	156,000		$	133,000
Accrued expenses - related parties		2,180,000			1,915,000
Deferred revenue		20,000			10,000
Notes payable, net of discounts		60,000			60,000
Total current liabilities		2,416,000			2,118,000
Total liabilities		2,416,000			2,118,000

Commitments and Contingencies - Note 7		-			-

Series D Convertible Preferred mandatory redeemable, authorized 105,761 shares, 105,761 and 105,761 shares issued and outstanding, respectively		1,058,000			1,058,000

STOCKHOLDERS’ EQUITY (DEFICIT)
Capital stock $0.001 par value
Series A Convertible Preferred, authorized 182,525, no shares issued and outstanding, respectively		-			-
Series B Convertible Preferred, authorized 250,000, 49,999 shares issued and outstanding, respectively		-			-
Series C Redeemable Convertible Preferred, authorized 14,000, no shares issued and outstanding, respectively		-			-
Common, authorized 950,000,000 shares, 559,281,064 shares issued, and outstanding, respectively		559,000			559,000
Additional paid-in-capital		68,996,000			68,996,000
Accumulated deficit		(72,955,000	)		(72,415,000	)
Total stockholders' equity (deficit)		(3,400,000	)		(2,860,000	)
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	74,000		$	316,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

	FOR THE THREE MONTHS ENDED						FOR THE SIX MONTHS ENDED
	JUNE 30,						JUNE 30,
	2024			2023			2024			2023

Revenue	$	-		$	-		$	-		$	-

Operating expenses:
General and administrative		158,000			181,000			347,000			367,000
Research and development		2,000			5,000			5,000			5,000

Total operating expenses		160,000			186,000			352,000			372,000

Loss from operations		(160,000	)		(186,000	)		(352,000	)		(372,000	)

Other income (expense):
Gain (Loss) on fair value adjustment of investments		2,000			(43,000	)		(188,000	)		(292,000	)
Gain on settlement of debt					-			-			15,000
Total other income (expense)		2,000			(43,000	)		(188,000	)		(277,000	)

NET LOSS	$	(158,000	)	$	(229,000	)	$	(540,000	)	$	(649,000	)

LOSS PER COMMON SHARE:

Weighted average number of common shares outstanding (Basic and Diluted)		559,281,064			559,281,064			559,281,064			559,281,064

Basic and Diluted loss per common share (Basic and Diluted)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(UNAUDITED)

Preferred Stock -

Series B

Common Stock

Additional

Total

Shareholders'

$0.001 Par Value

Paid-In

Accumulated

Equity

Shares

Amount

Shares

Amount

Capital

Deficit

(Deficit)

Balance

December 31, 2023

49,999

559,281,064

559,000

68,996,000

(72,415,000

)

(2,860,000

)

Net loss

(382,000

)

(382,000

)

Balance

March 31, 2024

49,999

559,281,064

559,000

68,996,000

(72,797,000

)

(3,242,000

)

Net loss

(158,000

)

(158,000

)

Balance

June 30, 2024

49,999

559,281,064

559,000

68,996,000

(72,955,000

)

(3,400,000

)

	Preferred Stock - Series B				Common Stock				Additional					Total
	$0.001 Par Value				$0.001 Par Value				Paid-In		Accumulated			Shareholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity

Balance
December 31, 2022		49,999	$	-		559,281,064	$	559,000	$	68,996,000	$	(71,250,000	)	$	(1,695,000	)

Net loss												(420,000	)		(420,000	)

Balance
March 31, 2023		49,999	$	-		559,281,064	$	559,000	$	68,996,000	$	(71,670,000	)	$	(2,115,000	)

Net loss												(229,000	)		(229,000	)

Balance
June 30, 2023		49,999	$	-		559,281,064	$	559,000	$	68,996,000	$	(71,899,000	)	$	(2,344,000	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	FOR THE SIX MONTHS ENDED
	JUNE 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(540,000	)	$	(649,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		-			1,000
Loss on fair value adjustment of investments		188,000			292,000
Gain on settlement of debt		-			(15,000	)
Changes in:
Prepaid expenses		(5,000	)		5,000
Accounts payable and accrued expenses		23,000			6,000
Accounts payable and accrued expenses - related party		265,000			211,000
Deferred revenue		10,000			10,000

Net cash used in operating activities		(59,000	)		(139,000	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets held for sale		-			-
Proceeds from sale of investments		30,000			26,000

Net cash from investing activities		30,000			26,000

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments for note payable		-			(10,000	)
Net cash used in financing activities		-			(10,000	)

NET CHANGE IN CASH		(29,000	)		(123,000	)
CASH, BEGINNING OF PERIOD		67,000			175,000

CASH, END OF PERIOD	$	38,000		$	52,000

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Investment in equity shares transferred to pay note down	$	-		$	30,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2024

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended December 31, 2023, filed on April 02, 2024. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

Operating results for the six months period ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The condensed consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

BASIS OF CONSOLIDATION:

The consolidated financial statements include the accounts of Manhattan Scientific, Inc., and its wholly owned subsidiary Metallicum. All significant intercompany balances and transactions have been eliminated.

GOING CONCERN:

As of June 30, 2024, the Company has an accumulated deficit of $72,955,000 and negative working capital of $2,371,000. Because of these conditions, the Company will require additional working capital to develop business operations. The Company intends to raise additional working capital through the continued licensing of its technology as well as to generate revenues for other services. There are no assurances that the Company will be able to achieve the level of revenues adequate to generate sufficient cash flow from operations to support the Company’s working capital requirements. To the extent that funds generated are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not continue its operations.

These factors raise substantial doubt about the Company’s ability to continue as going concern within one year from the date of filing these financial statements. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

The ability to continue as a going concern is dependent on out generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plan includes selling our equity securities and/or obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

USE OF ESTIMATES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. A significant estimate includes the carrying value of the Company’s patents, fair value of the Company’s common stock, assumptions used in calculating the value of stock options, depreciation and amortization.

Table of Contents

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2024

(UNAUDITED)

CASH AND CASH EQUIVALENTS:

The Company considers all highly liquid investments purchased with an original maturity of year or less at the time of purchase to be cash equivalents for the purposes of the statement of cash flows.

CASH CONCENTRATION:

The Company’s cash accounts are federally insured up to $250,000 for each financial institution we hold our accounts in. As of June 30, 2024, we had cash balances of $-0- exceeding the federally insured limits.

PROPERTY AND EQUIPMENT:

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets, the useful lives range between 3-10 years, using the straight-line method for financial statement purposes.

MARKETABLE SECURITIES:

The Company considers securities with original maturities of greater than 90 days to be available for sale securities. Securities under this classification are recorded at fair value and unrealized gains and losses within other income (loss). The estimated fair value of the available for sale securities is determined based on quoted market prices or rates for similar instruments. In addition, the cost of debt securities in this category is adjusted for amortization of premium and accretion of discount to maturity. For available for sale debt securities in an unrealized loss position, the Company assesses whether it intends to sell or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value. If the criteria are not met, the Company evaluates whether the decline in fair value has resulted from a credit loss or other factors. In making this assessment, management considers, among other factors, the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized costs basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other income (loss). For the six months ended June 30, 2024, no allowance was recorded for credit losses.

REVENUE RECOGNITION:

The Company recognizes revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which consists of five steps to evaluating contracts with customers for revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.

Revenue recognition occurs at the time we satisfy a performance obligation to our customers, when control transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only record revenue when collectability is probable.

No revenue was recorded during the six months ended June 30, 2024.

Table of Contents

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2024

(UNAUDITED)

FAIR VALUE MEASUREMENTS:

The Company recognized the fair value of financial instruments in accordance with FASB ASC 820, Fair Value Measurements and Disclosures, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company designates cash and cash equivalents (consisting of money market funds), short-term investments in securities of publicly traded companies as Level 1. The total amount of the Company’s investment classified as Level 3 is de minimis. Fair value of financial instruments: The carrying amounts of financial instruments, including prepaid expenses, accounts payable, accrued expenses and notes payables approximated fair value as of June 30, 2024, because of the relative short-term nature of these instruments.

During the year ended December 31, 2017, the Company elected fair value option for its investment in Imagion Biosystems, Inc. a Nevada company (“Imagion”) based on triggering event of dilution of ownership, which lead to the deconsolidation of Imagion. Investments in Imagion are measured at fair value as opposed to equity method based on ASC 825-10. The guidance allows entities to elect to measure certain financial assets and financial liabilities (as well as certain nonfinancial instruments that are similar to financial instruments) at fair value. Investments over which an investor has the ability to exercise significant influence are eligible for the fair value option as they represent recognized financial assets. When the fair value option is elected for an instrument, all subsequent changes in fair value for that instrument are reported in earnings.

As of June 30, 2024, the Company holds 476,662 shares of Imagion and is reported under fair value method under ASC 320. Any change in the value is reported on the income statement as an unrealized gain or loss on fair value adjustment of investments.

Our financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2024, consisted of the following:

Total fair

value at

June 30,

2024

Quoted prices

in active

markets for

identical

assets

(Level1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Investment in equity securities

27,000

Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2023, consisted of the following:

Total fair

value at

December 31,

2023

Quoted prices

in active

markets for

identical

assets

(Level1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Investment in equity securities

245,000

Table of Contents

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2024

(UNAUDITED)

INTELLECTUAL PROPERTY / RESEARCH AND DEVELOPMENT

In June 2008, we acquired Metallicum and its licensed rights to patented technology. The technology is comprised of three US Patents (US Patent numbers 7152448, 6197129 and 6399215) for which Metallicum (subsequently, Manhattan) had been assigned exclusive license rights by Los Alamos National Security LLC (LANL). Under the license rights, Metallicum had all rights, title and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know-how, and improvements on the patents or trade secrets whether or not patentable or registerable under copyright or similar laws. The purchase price paid for these licenses was $305,000, which represents its fair value. The Company obtained an exclusive license on two patents and a non-exclusive license on the third patent. The value attributable to license agreements is being amortized over the period of its estimated benefit period of 10 years.

Our ability to compete depends in part on the protection of and our ability to defend our proprietary technology and on the goodwill associated with our trade names, service marks and other proprietary rights. However, we do not know if current laws will provide us with sufficient enough protection that others will not develop technologies similar or superior to ours, or that third parties will not copy or otherwise obtain or use our technologies without our authorization.

The success of our business will depend, in part, to identify technology, obtain patents, protect and enforce patents once issued and operate without infringing on the proprietary rights of others. Our success will also depend on our ability to maintain exclusive rights to trade secrets and proprietary technology we own are currently developing and will develop. We can give no assurance that any issued patents will provide us with competitive advantages or will not be challenged by others, or that the patents of others will not restrict our ability to conduct business.

In addition, we rely on certain technology licensed with a perpetual term from the Los Alamos National Laboratory and may be required to license additional technologies in the future. We do not know if these third-party licenses will be available or will continue to be available to us on acceptable commercial terms or at all. The inability to enter into and maintain any of these licenses could have a material adverse effect on our business, financial condition or results of our operations.

Policing unauthorized use of our proprietary technology and other intellectual property rights could entail significant expense. In addition, we do not know if third parties will bring claims of copyright or trademark infringement against us or claim that our use of certain technologies violates a patent or other intellectual property. Any claims of infringement, with or without merit, could be time consuming and expensive to defend, result in costly litigation, divert management attention, require us to enter into costly royalty or licensing arrangements or prevent us from using important technologies or methods, any of which could have a material adverse effect on our business, financial condition or results of our operations.

LEASES

The Company leases a facility with terms of month to month for its headquarters. The Company adopted ASC 842 on January 1, 2019, and has evaluated that has no impact on the financial statements as under the practical expedient the leases consist of terms less than one year, and therefore, is not required to capitalize the lease.

INCOME TAXES

The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s consolidated balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the consolidated statements of operations.

Table of Contents

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2024

(UNAUDITED)

ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return.

Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

In accordance with FASB ASC 260, “Earnings Per Share,” the basic loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Basic net income (loss) per share excludes the dilutive effect of stock options or warrants and convertible notes Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of June 30, 2024, and 2023, 21,155,760 and 26,655,760 dilutive shares from outstanding options and preferred stocks were excluded from the calculation of diluted earnings (loss) per common share, as the effect of these shares on earnings per share would have been anti-dilutive.

The following table shows the computation of basic and diluted earnings (loss) per share for the six months ended June 30, 2024, and 2023:

	Six Months Ended
	June 30, 2024			June 30, 2023
Numerator:
Net loss	$	(540,000	)	$	(649,000	)

Denominator:
Weighted-average basic shares outstanding		559,281,064			559,281,064
Effect of dilutive securities		-			-
Weighted-average diluted shares		559,281,064			559,281,064

Basic earnings (loss) per share	$	(0.00	)	$	(0.00	)
Diluted earnings (loss) per share	$	(0.00	)	$	(0.00	)

Table of Contents

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2024

(UNAUDITED)

STOCK BASED COMPENSATION

The Company accounts for stock-based compensation based on the fair value of all option grants or stock issuances made to employees or directors on or after its implementation date (the beginning of fiscal 2006), as well as, a portion of the fair value of each option and stock grant made to employees or directors prior to the implementation date that represents the unvested portion of these share-based awards as of such implementation date, to be recognized as an expense, as codified in ASC 718. The Company calculates stock option-based compensation by estimating the fair value of each option as of its date of grant using the Black-Scholes option pricing model. These amounts are expensed over the respective vesting periods of each award using the straight-line attribution method. Compensation expense is recognized only for those awards that are expected to vest, and as such, amounts have been reduced by estimated forfeitures. The Company has historically issued stock options and vested and non-vested stock grants to employees and outside directors whose only condition for vesting has been continued employment or service during the related vesting or restriction period. The estimated fair value of grants of stock options and warrants to nonemployees of the Company is charged to expense, if applicable, in the financial statements.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company has evaluated all recent accounting pronouncements, and none are expected to have a material impact on the condensed consolidated financial statements.

NOTE 3 – INVESTMENT IN IMAGION BIOSYSTEMS

As of June 30, 2024, the Company owns 476,662 shares of Imagion, resulting in a noncontrolling interest of Imagion’s issued and outstanding common stock. Based upon Imagion’s trading price on June 30, 2024, approximately $0.06 per share, the fair value of the Imagion shares was approximately $27,000. During the six months ended June 30, 2024, the Company recorded a loss on fair value adjustment on its investment of $188,000.

Below is reconciliation for the changes to the investment in Imagion for the six months ended June 30, 2024:

Balance as of December 31, 2023	$	245,000
Change in the unrealized fair value of securities		(188,000	)
Sale of securities		(30,000	)
Balance as of June 30, 2024	$	27,000

NOTE 4 – NOTES PAYABLE

On October 17, 2019, The Company executed two secured notes with a related party for a total of $100,000. The secured notes were due on October 17, 2022. The note bears interest at 10% per annum, to be paid in advance in shares of Imagion Biosystems Limited common stock (IBX), calculated at $0.015 per share with 2 million shares of IBX common stock. The debt discount was fully amortized in prior years.

In January 2023, the Company signed an agreement with the noteholder to pay one million IBX shares with a strike price of $0.03 per share USD or $30,000, the transfer was made on January 26, 2023. The value of the shares transferred was approximately $15,000. The Company recognized a gain on settlement of debt of $15,000. Additionally, the Company paid $10,000 in cash on March 22, 2023, and $10,000 in cash in August 2023. The remaining balance of the note is $10,000 as of June 30, 2024.

Table of Contents

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2024

(UNAUDITED)

On October 17, 2019, the Company executed a secured note with an individual for $50,000. The secured note was due on October 17, 2022. The Company agreed that the note bears interest at 10% per annum, to be paid in advance in shares of Imagion Biosystems Limited common stock (IBX), calculated at $0.015 per share with 1 million shares of IBX common stock.

The debt discount was fully amortized in prior years. The remaining balance of the note is $50,000 as of June 30, 2024.

NOTE 5 – CAPITAL TRANSACTIONS

Preferred Stock

The Company has a total of 1,000,000 shares of authorized preferred shares which are segregated into four classes of preferred stock.

The Company has 182,525 authorized shares of convertible, redeemable, 10 percent cumulative, Class A, Preferred Stock with $0.001 par value. One Class A, Preferred share is convertible into 50 restricted common shares and will be entitled to the number of votes equal to the number of shares of common stock into which such holder’s shares of Series A Preferred stock could be converted at the time of the vote. Class A, Preferred Stock is redeemable by the Company at $15 per share. Upon liquidation the holders of Series A Preferred stock will be entitled to be paid out of the assets available for distribution of the corporation an amount equal to $10 per share, before any payment will be made to the common shareholders. As of June 30, 2024, no shares of Preferred Stock were issued and outstanding.

The Company has 250,000 authorized shares of Class B, Preferred Stock with $0.001 par value. As of June 30, 2024, 49,999 shares of Preferred Stock were issued and outstanding, respectively. Class B preferred shares are convertible at a rate of 1 Series B preferred share to 10 common shares.

The Company has 14,000 authorized shares of redeemable, convertible, Class C, Preferred Stock with $100 stated value. Class C, Preferred Stock is not entitled to receive dividends unless dividends are paid on common stock. Upon liquidation Class C, Preferred Stock shall be treated as if it were converted to common stock prior to liquidation. Class C, Preferred Stock is convertible at $100 divided by the ten-day average closing price of common stock. The Class C, Preferred Stock is redeemable by the Company at the stated value. As of June 30, 2024, no shares of Preferred Stock were issued and outstanding.

The Series D Preferred Stock does not pay dividends and does not have a liquidation preference. The Holder of the Series D Preferred Stock will be entitled to 20 votes for each share of common stock that the Series D Preferred Stock are convertible into. The Series D Preferred Stock has a conversion price of $0.055 (the “Conversion Price”) and a stated value of $10.00 (the “Stated Value”) per share. Each share of Series D Preferred Stock is convertible, at the option of the Holder, into such number of shares of common stock of the Company as determined by dividing Stated Value by the Conversion Price.

Holder may only convert the Series D Preferred Stock upon certain Convertible Promissory Notes, whether presently outstanding or to be issued, issued to three accredited investors (the "Note Investors") in accordance with those certain Convertible Note Purchase Agreements between the Company and the Note Investors dated April 3, 2013, have either (i) been converted in full or in part by the Note Investors into shares of common stock of the Company, (ii) the Note Investors have sold or assigned all or a part of their Convertible Promissory Notes to third parties, or (iii) the Note Investors have been paid in full or in part. The Holder will only be permitted to convert such number of Series D Preferred Stock equal to the pro rata amount of the Convertible Promissory Notes converted, assigned or paid. In the event the Note Investors agree in writing that these restrictions may be terminated, then the Holder will be entitled to convert the Series D Preferred Stock at the Holder’s election and the above restrictions will be null and void. Additionally, Holder may not convert the Series D Preferred Stock until the ten-day average daily trading volume is greater than $20,000. As of the date of this filing, this has not occurred yet.

In the event the Holder terminates its consulting agreement or violates a non-compete covenant, then the Series D Preferred Shares shall be returned to the Company for cancellation and the Company shall be obligated on the Debt. As the Series D Preferred Stock is conditionally redeemable, the Company has recorded the Series D Preferred Stock as mezzanine equity in the accompanying consolidated balance sheet.

The Company has 447,804 undesignated blank check preferred stock, $0.001 par value, authorized as of June 30, 2024. The preferred shares are to be issued in such series and to have such rights, preferences, and designation as determine by the Board of Directors of the Company.

Table of Contents

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2024

(UNAUDITED)

Common Stock

The Company has a total of 950,000,000 shares of authorized common shares. As of June 30, 2024, 559,281,064 shares of common stock were issued and outstanding.

A summary of the Company’s stock option activity and related information is as follows:

	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Life		Number of Options Exercisable
Outstanding as of December 31, 2023		26,500,000	$	0.04		4.08		26,500,000
Granted		-		-		-		-
Exercised		-		-		-		-
Expired		5,500,000	$	0.10		-		5,500,000
Outstanding as of June 30, 2024		21,000,000	$	0.03		4.61		21,000,000

Exercise prices and weighted-average contractual lives of 26,500,000 stock options outstanding as of June 30, 2024, are as follows:

				Options Outstanding				Options Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.02		15,000,000		6.26	$	0.02		15,000,000	$	0.02
$	0.05		3,000,000		1.00	$	0.05		3,000,000	$	0.05
$	0.06		3,000,000		2.00	$	0.06		5,000,000	$	0.06

The fair value for options granted was determined using the Black-Scholes option-pricing model. At June 30, 2024, the 21,000,000 outstanding options had an aggregate intrinsic value of $0.

NOTE 6 – LICENSE AGREEMENT

On May 1, 2019, the Company, entered into an agreement with a non-affiliated third party (“Third Party”), providing for an exclusive license by the Company of its ECAP technology to the Third Party for a term of 17 years unless terminated sooner, a sublicense by the Company to the Third Party of its rights under that certain Exclusive Field-of-Use Patent License Agreement dated January 5, 2009 entered with The Los Alamos National Laboratory for a term until the expiration of the last valid claim to expire of the patents pursuant to such agreement and the sale by the Company of ECAP-C machines to the Third party. As part of the above license agreements, the Company will receive royalty payments, including minimum payments, based on a percentage of the Third Party’s sales. Royalties will be 10% on gross sales of licensed dental products and an average of 5% on all other sales of licensed products.

As of June 30, 2024, the Company has $20,000 in deferred revenue related to this license agreement.

Table of Contents

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2024

(UNAUDITED)

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Legal matter contingencies

The Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company. Provisions for losses are established in accordance with ASC 450, “Contingencies” when warranted. Once established, such provisions are adjusted when there is more information available of when an event occurs requiring a change.

NOTE 8 – RELATED PARTY TRANSACTIONS

As of June 30, 2024, the Company had accrued expenses to related parties of approximately $2,180,000.

As of June 30, 2024, the amounts are due to the Company’s sole officer for compensation $616,000 and the chairman of the board for compensation of $1,461,000 and the members of the board of directors of $102,000.

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

This Form 10-Q contains “forward-looking” statements including statements regarding our expectations of our future operations. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include, but are not limited to, economic conditions generally and in the industries in which we may participate. In addition, these forward-looking statements are subject, among other things, to our successful completion of the research and development of our technologies; successful commercialization of our technologies; successful protection of our patents; and effective significant industry competition from various entities whose research and development, financial, sales and marketing and other capabilities far exceeds ours. In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to announce publicly revisions we make to these forward-looking statements to reflect the effect of events or circumstances that may arise after the date of this report.

OVERVIEW

Manhattan Scientifics, Inc. (the “Company” or “Manhattan Scientifics”), a Delaware corporation, was established on July 31, 1992, and has one operating wholly-owned subsidiary: Metallicum, Inc., (“Metallicum”). Manhattan Scientifics is focused on technology transfer and commercialization of these transformative technologies.

The Company operates as a technology incubator that seeks to acquire, develop and commercialize life-enhancing technologies in various fields, with emphasis in the areas of nanotechnology. Nanotechnology is the use and manipulation of matter on an atomic and molecular scale. To achieve this goal, the Company is actively seeking to identify emerging technologies through strategic alliances with scientific laboratories, educational institutions, scientists and leaders in industry and government. The Company and its executives have a long-standing relationship with the Los Alamos Laboratories in New Mexico.

Metallicum

In June 2008, we acquired Metallicum and its licensed patented technology. We entered into a stock purchase agreement with Metallicum to acquire all the outstanding capital in exchange for 15,000,000 restricted shares of our common stock. An additional 15,000,000 shares of our common stock will be payable to Metallicum in the event of meeting certain milestones. On December 31, 2011, one milestone was met: Metallicum was granted an exclusive license by the Los Alamos National Laboratory on patents related to nanostructured metals. In September 2009, we entered into a technology transfer agreement and sale with Carpenter Technology Corporation, (“Carpenter”) wherein Carpenter was to fully develop, manufacture and market a new class of high strength metals. On February 11, 2015, the Company and carpenter entered into a Settlement Agreement and Mutual Release pursuant to which the parties provided a full release of one another, Carpenter paid the Company $8,000,000, Carpenter transferred to the Company all intellectual and physical property that was part of the original agreement, Carpenter agreed to provide follow-on technical assistance and Carpenter provided a list of all customers and contacts.

On May 1, 2019, Manhattan Scientifics, Inc., a Delaware corporation (the “Company”), and Metallicum, Inc., a wholly-owned subsidiary of the Company, entered into an Overarching Agreement with a non-affiliated third party (“Third Party”), providing for an exclusive license by the Company of its ECAP technology to the Third Party for a term of 17 years unless terminated sooner, a sublicense by the Company to the Third Party of its rights under that certain Exclusive Field-of-Use Patent License Agreement dated January 5, 2009 entered with The Los Alamos National Laboratory for a term until the expiration of the last valid claim to expire of the patents pursuant to such agreement and the sale by the Company of ECAP-C machines to the Third party. As part of the above license agreements, the Company will receive royalty payments, including minimum payments, based on a percentage of the Third Party’s sales. The Company anticipates royalty income as the nanotitanium is commercialized for use in medial prosthetics. Royalties will be 10% on sales of licensed dental products and an average of 5% in all other sales of licensed products.

Table of Contents

Imagion

On May 31, 2011, we entered into an Agreement and Plan of Reorganization to acquire Senior Scientific. The total purchase price was 21,668,000 restricted shares of our common stock (less 7,667,000 shares previously issued pursuant to an option agreement). As a result of this acquisition, Senior Scientific owned patented technologies that can use biosafe nanoparticles and sensitive magnetic sensors to detect and measure cancer cells in biopsies or in the human body with the potential to transform how cancer is detected and treated. On November 17, 2016, Senior Scientific merged with and into Imagion, a Nevada company. Following the merger, Imagion held all of the liabilities, obligations and assets of Senior Scientific and the Company continued as the sole equity holder of Imagion. On November 29, 2016, the Company announced a plan to have Imagion pursue an IPO and listing on the Australian Stock Exchange (ASX).

As of June 30, 2024, Manhattan Scientifics presently owns 476,662 shares of Imagion, with a fair market value of approximately $27,000, based upon the closing price per share of Imagion common stock on the ASX. The Company accounts for its investment in Imagion in accordance with ASC 825-10 and elected fair value option. We initially held 31% of the total issued and outstanding shares of Imagion and had one seat on the Board of Directors of Imagion. The guidance allows entities to elect to measure certain financial assets and financial liabilities (as well as certain nonfinancial instruments that are similar to financial instruments) at fair value. Investments over which an investor has the ability to exercise significant influence are eligible for the fair value option as they represent recognized financial assets. When the fair value option is elected for an instrument, all subsequent changes in fair value for that instrument are reported in earnings.

Novint

We made an investment in Novint Technologies Inc. (“Novint”) in 2001. Novint is currently engaged in the development and sale of 3D haptics products and equipment. Haptics refers to one’s sense of touch and Novint’s focus is on the consumer interactive computer gaming market. The Company owns 1,028,425 shares of Novint’s common stock. The Company fully impaired the investment in prior years and therefore, the fair value of the Novint shares is not recorded on the balance sheet as of June 30, 2024.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2024, COMPARED TO THREE MONTHS ENDED JUNE 30, 2023

GENERAL AND ADMINISTRATIVE. General and administrative expenses consist of consultants, contractors, accounting, legal, travel, rent, telephone and other day-to-day operating expenses. General and administrative expenses were $158,000 for the three months ended June 30, 2024, compared with $181,000 for the three months ended June 30, 2023. The decrease is primarily attributable to accounting and professional fees.

RESEARCH AND DEVELOPMENT. Research and development costs were $2,000 and $5,000, for the three months ended June 30, 2024, and 2023, respectively. The costs are related to amortization of an annual license fee.

OTHER INCOME (EXPENSES). Total other income for the three months ended June 30, 2024, totaled $2,000 compared to the total other expense of $43,000 for the three months ended June 30, 2023. The $45,000 increase is primarily attributable to the gain on fair value adjustments of its investment in Imagion during the period.

Table of Contents

NET INCOME (LOSS). During the three months ended June 30, 2024, the Company had a net loss of $158,000, compared to net loss of $229,000 for the three months ended June 30, 2023. The decrease of $71,000 is primarily attributable to the decrease in loss on fair value adjustment of investment in Imagion Biosystems.

SIX MONTHS ENDED JUNE 30, 2024 COMPARED TO SIX MONTHS ENDED JUNE 30, 2023

GENERAL AND ADMINISTRATIVE. General and administrative expenses consist of consultants, contractors, accounting, legal, travel, rent, telephone and other day-to-day operating expenses. General and administrative expenses were $347,000 for the six months ended June 30, 2024 compared with $367,000 for the six months ended June 30, 2023. The decrease is primarily attributable to accounting and professional fees.

RESEARCH AND DEVELOPMENT. Research and development costs were $5,000 and $5,000, for the six months ended June 30, 2024 and 2023, respectively. The costs are related to amortization of an annual license fee.

OTHER INCOME (EXPENSES). Total other expenses for the six months ended June 30, 2024, totaled $188,000 compared to the total other expense of $277,000 for the six months ended June 30, 2023. The $89,000 increase is primarily attributable to the gain on fair value adjustments of its investment in Imagion during the period.

NET INCOME (LOSS). During the six months ended June 30, 2024, the Company had net loss of $540,000, compared to net loss of $649 ,000 for the six months ended June 30, 2023. The decrease of $109,000 is primarily attributable to the decrease loss on fair value adjustment of investment.

LIQUIDITY AND CAPITAL RESOURCES

Stockholders’ deficit totaled $3,400,000 on June 30, 2024, and the working capital deficit of $2,371,000 on such date. The Company had a decrease of $29,000 in cash and cash equivalents for the six months ended June 30, 2024.

Based upon current projections, our principal cash requirements for the next 12 months consist of (1) fixed expenses, including consulting and professional services and (2) variable expenses, including technology research and development, milestone payments and intellectual property protection, and additional scientific consultants. As of June 30, 2024, we had $38,000 in cash. We believe our current cash position may not be sufficient to maintain our operations for the next twelve months. Accordingly, we may need to engage in equity or debt financing to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and our business may be harmed.

Table of Contents

CASH FLOW INFORMATION

The Company had cash and cash equivalents of approximately $38,000 and $67,000 on June 30, 2024, and December 31, 2023, respectively. This represents a decrease in cash of $29,000.

OPERATING ACTIVITIES

The Company used approximately $59,000 of cash for operating activities in the six months ended June 30, 2024, as compared to using $139,000 of cash for operating activities in the six months ended June 30, 2023.

The change is mainly from the decrease in the loss on fair value adjustments of its investment in Imagion during the period.

INVESTING ACTIVITIES

The Company had approximately $30,000 of cash from investing activities in the six months ended June 30, 2024, as compared to $26,000 of cash in the six months ended June 30, 2024. The increase in cash was due to the sale of Imagion shares.

FINANCING ACTIVITIES

The Company did not engage in any financing activities in the six months ended June 30, 2024, as compared to $10,000 of cash used in the six months ended June 30, 2023.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. A significant estimate includes the carrying value of our patents, fair value of our common stock, assumptions used in calculating the value of stock options, depreciation and amortization.

License Agreements

In 2008, the Company obtained licenses to the rights of certain patents regarding nano-structured materials developed by another company as a result of the acquisition of Metallicum. The purchase price paid for these licenses was $305,000, which represents its fair value. The Company obtained an exclusive license on two patents and a non-exclusive license on the third patent. The value attributable to license agreements is being amortized over the period of its estimated benefit period of 10 years. Under the terms of the agreement, the Company may be required to pay royalties, as defined, to the licensors. The license has been fully amortized.

In 2009, the Company entered into a patent license agreement with Los Alamos National Security LLC for the exclusive use of certain technology relating to the manufacture and application of nanostructuring metals and alloys. The value attributable to license agreements is being amortized over the period of its estimated benefit period of 10 years. Under the terms of the agreement the Company is required to pay an annual license fee of $10,000 and, may be required to pay royalties, as defined, to the licensors.

Table of Contents

MARKETABLE SECURITIES:

REVENUE RECOGNITION:

The revenue generated was from minimum royalty payments from the license agreement.

FAIR VALUE MEASUREMENTS:

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Table of Contents

The Company designates cash and cash equivalents (consisting of money market funds), short-term investments in securities of publicly traded companies as Level 1. The total amount of the Company’s investment classified as Level 3 is de minimis. Fair value of financial instruments: The carrying amounts of financial instruments, including prepaid expenses, accounts payable, accrued expenses and notes payables approximated fair value as of June 30, 2024 because of the relative short term nature of these instruments.

Our financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2024, consisted of the following:

	Total fair value at June 30, 2024		Quoted prices in active markets for identical assets (Level1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Investment in equity securities	$	27,000	$	27,000	$	-	$	-

	Total fair value at December 31, 2023		Quoted prices in active markets for identical assets (Level1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Investment in equity securities	$	245,000	$	245,000	$	-	$	-

INTELLECTUAL PROPERTY / RESEARCH AND DEVELOPMENT

In June 2008, we acquired Metallicum and its licensed rights to patented technology. The technology is comprised of three US Patents (US Patent numbers 7152448, 6197129 and 6399215) for which Metallicum (subsequently, Manhattan) had been assigned exclusive license rights by Los Alamos National Security LLC (LANL). Under the license rights, Metallicum had all rights, title, and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know-how, and improvements on the patents or trade secrets whether or not patentable or registerable under copyright or similar laws. The purchase price paid for these licenses was $305,000, which represents its fair value. The Company obtained an exclusive license on two patents and a non-exclusive license on the third patent. The value attributable to license agreements is being amortized over the period of its estimated benefit period of 10 years.

Our ability to compete depends in part on the protection of and our ability to defend our proprietary technology and on the goodwill associated with our trade names, service marks and other proprietary rights. However, we do not know if current laws will provide us with sufficient protection that others will not develop technologies similar or superior to ours, or that third parties will not copy or otherwise obtain or use our technologies without our authorization.

Table of Contents

STOCK BASED COMPENSATION

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to include disclosure under this item.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive and principal financial officers concluded as of June 30, 2024, that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal controls over financial reporting discussed immediately below.

Table of Contents

Identified Material Weakness

A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

Management identified the following material weakness during its assessment of internal controls over financial reporting:

Resources: We had no full-time employees in general management and no full-time employees with the requisite expertise in the key functional areas of finance and accounting. As a result, there is a lack of proper segregation of duties necessary to insure that all transactions are accounted for accurately and in a timely manner.

Written Policies & Procedures: We need to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity transactions, and prepare, review and submit SEC filings in a timely manner.

Audit Committee: We do not have, and are not required, to have an audit committee. An audit committee would improve oversight in the establishment and monitoring of required internal controls and procedures.

Table of Contents

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject from time-to-time to litigation, claims and suits arising in the ordinary course of business. As of June 30, 2024, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

Table of Contents

ITEM 6. EXHIBITS

Index to Exhibits

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-101.INS**		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

EX-101.SCH**		Inline XBRL Taxonomy Extension Schema Document

EX-101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase

EX-101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase

EX-101.LAB**		Inline XBRL Taxonomy Extension Labels Linkbase

EX-101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase

EX-104**		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_________________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of August 2024.

	MANHATTAN SCIENTIFICS, INC.

	By:	/s/ Emmanuel Tsoupanarias
	Name:	Emmanuel Tsoupanarias
	Title:	Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

nullnull

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 19, 2024
Cover [Abstract]
Entity Registrant Name	MANHATTAN SCIENTIFICS, INC.
Entity Central Index Key	0001099132
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		559,281,064
Entity File Number	000-28411
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	85-0460639
Entity Address Address Line 1	244 Fifth Ave
Entity Address Address Line 2	Suite 2341
Entity Address City Or Town	New York
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10001
City Area Code	212
Local Phone Number	541-2405
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Security 12g Title	Common Stock, $0.001 par value

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 38,000	$ 67,000
Prepaid expenses	7,000	2,000
Total current assets	45,000	69,000
Investment in equity securities	27,000	245,000
Other assets	2,000	2,000
Total assets	74,000	316,000
Current liabilities:
Accounts payable and accrued expenses	156,000	133,000
Accrued expenses - related parties	2,180,000	1,915,000
Deferred revenue	20,000	10,000
Notes payable, net of discounts	60,000	60,000
Total current liabilities	2,416,000	2,118,000
Total liabilities	2,416,000	2,118,000
Commitments and Contingencies - Note 7	0	0
Series D Convertible Preferred mandatory redeemable, authorized 105,761 shares, 105,761 and 105,761 shares issued and outstanding, respectively	1,058,000	1,058,000
STOCKHOLDERS' EQUITY (DEFICIT)
Common, authorized 950,000,000 shares, 559,281,064 shares issued, and outstanding, respectively	559,000	559,000
Additional paid-in-capital	68,996,000	68,996,000
Accumulated deficit	(72,955,000)	(72,415,000)
Total stockholders' equity (deficit)	(3,400,000)	(2,860,000)
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)	74,000	316,000
Class A Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Series A Convertible Preferred, authorized 182,525, no shares issued and outstanding, respectively	0	0
Class B Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Series A Convertible Preferred, authorized 182,525, no shares issued and outstanding, respectively	0	0
Class C Redeemable Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Series A Convertible Preferred, authorized 182,525, no shares issued and outstanding, respectively	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Capital stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	950,000,000	950,000,000
Common stock, shares issued	559,281,064	559,281,064
Common stock, shares outstanding	559,281,064	559,281,064
Preferred stock, shares authorized	1,000,000
Series A Convertible Preferred stock
Preferred stock, shares authorized	182,525	182,525
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Convertible Preferred stock
Preferred stock, shares authorized	250,000	250,000
Preferred stock, shares issued	49,999	49,999
Preferred stock, shares outstanding	49,999	49,999
Class D Convertible Mandatory Redeemable Preferred Stock [Member]
Preferred stock, shares authorized	105,761	105,761
Preferred stock, shares issued	105,761	105,761
Preferred stock, shares outstanding	105,761	105,761
Series C Redeemable Convertible Preferred stock
Preferred stock, shares authorized	14,000	14,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Revenue	$ 0	$ 0	$ 0	$ 0
Operating expenses:
General and administrative	158,000	181,000	347,000	367,000
Research and development	2,000	5,000	5,000	5,000
Total operating expenses	160,000	186,000	352,000	372,000
Loss from operations	(160,000)	(186,000)	(352,000)	(372,000)
Other income (expense):
Gain (Loss) on fair value adjustment of investments	2,000	(43,000)	(188,000)	(292,000)
Gain on settlement of debt		0	0	15,000
Total other income (expense)	2,000	(43,000)	(188,000)	(277,000)
NET LOSS	$ (158,000)	$ (229,000)	$ (540,000)	$ (649,000)
LOSS PER COMMON SHARE:
Weighted average number of common shares outstanding (Basic and Diluted)	559,281,064	559,281,064	559,281,064	559,281,064
Basic and Diluted loss per common share (Basic and Diluted)	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)	Total	Preferred Stock Series B	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2022		49,999	559,281,064
Balance, amount at Dec. 31, 2022	$ (1,695,000)	$ 0	$ 559,000	$ 68,996,000	$ (71,250,000)
Net loss	(420,000)				(420,000)
Balance, shares at Mar. 31, 2023		49,999	559,281,064
Balance, amount at Mar. 31, 2023	(2,115,000)	$ 0	$ 559,000	68,996,000	(71,670,000)
Balance, shares at Dec. 31, 2022		49,999	559,281,064
Balance, amount at Dec. 31, 2022	(1,695,000)	$ 0	$ 559,000	68,996,000	(71,250,000)
Net loss	(649,000)
Balance, shares at Jun. 30, 2023		49,999	559,281,064
Balance, amount at Jun. 30, 2023	(2,344,000)	$ 0	$ 559,000	68,996,000	(71,899,000)
Balance, shares at Mar. 31, 2023		49,999	559,281,064
Balance, amount at Mar. 31, 2023	(2,115,000)	$ 0	$ 559,000	68,996,000	(71,670,000)
Net loss	(229,000)				(229,000)
Balance, shares at Jun. 30, 2023		49,999	559,281,064
Balance, amount at Jun. 30, 2023	(2,344,000)	$ 0	$ 559,000	68,996,000	(71,899,000)
Balance, shares at Dec. 31, 2023		49,999	559,281,064
Balance, amount at Dec. 31, 2023	(2,860,000)	$ 0	$ 559,000	68,996,000	(72,415,000)
Net loss	(382,000)				(382,000)
Balance, shares at Mar. 31, 2024		49,999	559,281,064
Balance, amount at Mar. 31, 2024	(3,242,000)	$ 0	$ 559,000	68,996,000	(72,797,000)
Balance, shares at Dec. 31, 2023		49,999	559,281,064
Balance, amount at Dec. 31, 2023	(2,860,000)	$ 0	$ 559,000	68,996,000	(72,415,000)
Net loss	(540,000)
Balance, shares at Jun. 30, 2024		49,999	559,281,064
Balance, amount at Jun. 30, 2024	(3,400,000)	$ 0	$ 559,000	68,996,000	(72,955,000)
Balance, shares at Mar. 31, 2024		49,999	559,281,064
Balance, amount at Mar. 31, 2024	(3,242,000)	$ 0	$ 559,000	68,996,000	(72,797,000)
Net loss	(158,000)				(158,000)
Balance, shares at Jun. 30, 2024		49,999	559,281,064
Balance, amount at Jun. 30, 2024	$ (3,400,000)	$ 0	$ 559,000	$ 68,996,000	$ (72,955,000)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (540,000)	$ (649,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	0	1,000
Loss on fair value adjustment of investments	188,000	292,000
Gain on settlement of debt	0	(15,000)
Changes in:
Prepaid expenses	(5,000)	5,000
Accounts payable and accrued expenses	23,000	6,000
Accounts payable and accrued expenses - related party	265,000	211,000
Deferred revenue	10,000	10,000
Net cash used in operating activities	(59,000)	(139,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets held for sale	0	0
Proceeds from sale of investments	30,000	26,000
Net cash from investing activities	30,000	26,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments for note payable	0	(10,000)
Net cash used in financing activities	0	(10,000)
NET CHANGE IN CASH	(29,000)	(123,000)
CASH, BEGINNING OF PERIOD	67,000	175,000
CASH, END OF PERIOD	38,000	52,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	0	0
Income taxes paid	0	0
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Investment in equity shares transferred to pay note down	$ 0	$ 30,000

BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2024

BASIS OF PRESENTATION

BASIS OF PRESENTATION

NOTE 1 – BASIS OF PRESENTATION

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

6 Months Ended

Jun. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

BASIS OF CONSOLIDATION:

GOING CONCERN:

USE OF ESTIMATES:

CASH AND CASH EQUIVALENTS:

The Company considers all highly liquid investments purchased with an original maturity of year or less at the time of purchase to be cash equivalents for the purposes of the statement of cash flows.

CASH CONCENTRATION:

PROPERTY AND EQUIPMENT:

MARKETABLE SECURITIES:

REVENUE RECOGNITION:

No revenue was recorded during the six months ended June 30, 2024.

FAIR VALUE MEASUREMENTS:

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Our financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2024, consisted of the following:

Total fair

value at

June 30,

2024

Quoted prices

in active

markets for

identical

assets

(Level1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Investment in equity securities

27,000

Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2023, consisted of the following:

Total fair

value at

December 31,

2023

Quoted prices

in active

markets for

identical

assets

(Level1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Investment in equity securities

245,000

INTELLECTUAL PROPERTY / RESEARCH AND DEVELOPMENT

LEASES

INCOME TAXES

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

The following table shows the computation of basic and diluted earnings (loss) per share for the six months ended June 30, 2024, and 2023:

	Six Months Ended
	June 30, 2024			June 30, 2023
Numerator:
Net loss	$	(540,000	)	$	(649,000	)

Denominator:
Weighted-average basic shares outstanding		559,281,064			559,281,064
Effect of dilutive securities		-			-
Weighted-average diluted shares		559,281,064			559,281,064

Basic earnings (loss) per share	$	(0.00	)	$	(0.00	)
Diluted earnings (loss) per share	$	(0.00	)	$	(0.00	)

STOCK BASED COMPENSATION

RECENT ACCOUNTING PRONOUNCEMENTS

The Company has evaluated all recent accounting pronouncements, and none are expected to have a material impact on the condensed consolidated financial statements.

INVESTMENT IN IMAGION BIOSYSTEMS

6 Months Ended

Jun. 30, 2024

INVESTMENT IN IMAGION BIOSYSTEMS

INVESTMENT IN IMAGION BIOSYSTEMS

NOTE 3 – INVESTMENT IN IMAGION BIOSYSTEMS

Below is reconciliation for the changes to the investment in Imagion for the six months ended June 30, 2024:

Balance as of December 31, 2023	$	245,000
Change in the unrealized fair value of securities		(188,000	)
Sale of securities		(30,000	)
Balance as of June 30, 2024	$	27,000

NOTES PAYABLE

6 Months Ended

Jun. 30, 2024

NOTES PAYABLE

NOTES PAYABLE

NOTE 4 – NOTES PAYABLE

The debt discount was fully amortized in prior years. The remaining balance of the note is $50,000 as of June 30, 2024.

CAPITAL TRANSACTIONS

6 Months Ended

Jun. 30, 2024

CAPITAL TRANSACTIONS

CAPITAL TRANSACTIONS

NOTE 5 – CAPITAL TRANSACTIONS

Preferred Stock

The Company has a total of 1,000,000 shares of authorized preferred shares which are segregated into four classes of preferred stock.

Common Stock

The Company has a total of 950,000,000 shares of authorized common shares. As of June 30, 2024, 559,281,064 shares of common stock were issued and outstanding.

A summary of the Company’s stock option activity and related information is as follows:

	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Life		Number of Options Exercisable
Outstanding as of December 31, 2023		26,500,000	$	0.04		4.08		26,500,000
Granted		-		-		-		-
Exercised		-		-		-		-
Expired		5,500,000	$	0.10		-		5,500,000
Outstanding as of June 30, 2024		21,000,000	$	0.03		4.61		21,000,000

Exercise prices and weighted-average contractual lives of 26,500,000 stock options outstanding as of June 30, 2024, are as follows:

				Options Outstanding				Options Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.02		15,000,000		6.26	$	0.02		15,000,000	$	0.02
$	0.05		3,000,000		1.00	$	0.05		3,000,000	$	0.05
$	0.06		3,000,000		2.00	$	0.06		5,000,000	$	0.06

The fair value for options granted was determined using the Black-Scholes option-pricing model. At June 30, 2024, the 21,000,000 outstanding options had an aggregate intrinsic value of $0.

LICENSE AGREEMENT

6 Months Ended

Jun. 30, 2024

LICENSE AGREEMENT

LICENSE AGREEMENT

NOTE 6 – LICENSE AGREEMENT

As of June 30, 2024, the Company has $20,000 in deferred revenue related to this license agreement.

COMMITMENTS AND CONTIGENCIES

6 Months Ended

Jun. 30, 2024

COMMITMENTS AND CONTIGENCIES

COMMITMENTS AND CONTIGENCIES

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Legal matter contingencies

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

As of June 30, 2024, the Company had accrued expenses to related parties of approximately $2,180,000.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS (Policies)

6 Months Ended

Jun. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

BASIS OF CONSOLIDATION

GOING CONCERN

USE OF ESTIMATES

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original maturity of year or less at the time of purchase to be cash equivalents for the purposes of the statement of cash flows.

CASH CONCENTRATION

PROPERTY AND EQUIPMENT

MARKETABLE SECURITIES

REVENUE RECOGNITION

No revenue was recorded during the six months ended June 30, 2024.

FAIR VALUE MEASUREMENTS

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Our financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2024, consisted of the following:

Total fair

value at

June 30,

2024

Quoted prices

in active

markets for

identical

assets

(Level1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Investment in equity securities

27,000

Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2023, consisted of the following:

Total fair

value at

December 31,

2023

Quoted prices

in active

markets for

identical

assets

(Level1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Investment in equity securities

245,000

INTELLECTUAL PROPERTY / RESEARCH AND DEVELOPMENT

LEASES

INCOME TAXES

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

The following table shows the computation of basic and diluted earnings (loss) per share for the six months ended June 30, 2024, and 2023:

	Six Months Ended
	June 30, 2024			June 30, 2023
Numerator:
Net loss	$	(540,000	)	$	(649,000	)

Denominator:
Weighted-average basic shares outstanding		559,281,064			559,281,064
Effect of dilutive securities		-			-
Weighted-average diluted shares		559,281,064			559,281,064

Basic earnings (loss) per share	$	(0.00	)	$	(0.00	)
Diluted earnings (loss) per share	$	(0.00	)	$	(0.00	)

STOCK BASED COMPENSATION

RECENT ACCOUNTING PRONOUNCEMENTS

The Company has evaluated all recent accounting pronouncements, and none are expected to have a material impact on the condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS (Tables)

6 Months Ended

Jun. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

Schedule of fair value measurement of assets and liabilities

Total fair

value at

June 30,

2024

Quoted prices

in active

markets for

identical

assets

(Level1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Investment in equity securities

27,000

Total fair

value at

December 31,

2023

Quoted prices

in active

markets for

identical

assets

(Level1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Investment in equity securities

245,000

Schedule of basic and diluted earnings (loss) per share

	Six Months Ended
	June 30, 2024			June 30, 2023
Numerator:
Net loss	$	(540,000	)	$	(649,000	)

Denominator:
Weighted-average basic shares outstanding		559,281,064			559,281,064
Effect of dilutive securities		-			-
Weighted-average diluted shares		559,281,064			559,281,064

Basic earnings (loss) per share	$	(0.00	)	$	(0.00	)
Diluted earnings (loss) per share	$	(0.00	)	$	(0.00	)

INVESTMENT IN IMAGION BIOSYSTEMS (Tables)

6 Months Ended

Jun. 30, 2024

INVESTMENT IN IMAGION BIOSYSTEMS

Schedule of changes to the investment in Imagion

Balance as of December 31, 2023	$	245,000
Change in the unrealized fair value of securities		(188,000	)
Sale of securities		(30,000	)
Balance as of June 30, 2024	$	27,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Investment in equity securities	$ 27,000	$ 245,000
Significant other observable inputs [Member] \| Level 1 [Member]
Investment in equity securities	27,000	245,000
Significant other observable inputs [Member] \| Level 2 [Member]
Investment in equity securities	0	0
Significant unobservable inputs [Member] \| Level 3 [Member]
Investment in equity securities	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS (Details 1) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net loss	$ (158,000)	$ (382,000)	$ (229,000)	$ (420,000)	$ (540,000)	$ (649,000)
Denominator:
Weighted-average basic shares outstanding					559,281,064	559,281,064
Effect of dilutive securities					21,155,760	26,655,760
Weighted-average diluted shares					559,281,064	559,281,064
Basic earnings (loss) per share					$ (0.00)	$ (0.00)
Diluted earnings (loss) per share					$ (0.00)	$ (0.00)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Jun. 30, 2008	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Common stock owned shares		476,662
Accumulated deficit		$ (72,955,000)		$ (72,415,000)
Working capital deficit		(2,371,000)
Cash FDIC insured amount		250,000
Cash exceeding insured amount		$ 0
Income Tax Examination, Likelihood of Unfavorable Settlement		An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained
Dilutive shares that excluded from calulation of diluted earnings		21,155,760	26,655,760
Minimum [Member]
Property and equipment useful lives		3 years
Maximum [Member]
Property and equipment useful lives		10 years
In 2008 [Member] \| Metallicum, Inc [Member]
Licenses purchased price	$ 305,000
Amortization period	10 years

INVESTMENT IN IMAGION BIOSYSTEMS (Details) - USD ($)	3 Months Ended		6 Months Ended
INVESTMENT IN IMAGION BIOSYSTEMS (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
INVESTMENT IN IMAGION BIOSYSTEMS
Balance as of December 31, 2022			$ 245,000
Change in the unrealized fair value of securities	$ 2,000	$ (43,000)	(188,000)	$ (292,000)
Sales of securities			(30,000)
Balance as of December 31, 2023	$ 27,000		$ 27,000

INVESTMENT IN IMAGION BIOSYSTEMS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Loss on fair value adjustment of investments	$ (2,000)	$ 43,000	$ 188,000	$ 292,000
Imagion Biosystems, Inc. [Member]
Loss on fair value adjustment of investments			$ 188,000
Common stock owned shares	476,662		476,662
Trading price per share	$ 0.06		$ 0.06
Fair value of investment	$ 27,000		$ 27,000

NOTES PAYABLE (Details Narrative) - USD ($) $ / shares in Units, shares in Millions	1 Months Ended
	Aug. 31, 2023	Mar. 22, 2023	Jan. 31, 2023	Oct. 17, 2019	Jun. 30, 2024
Noteholder Agreement [Member]
Strike price			$ 0.03
Share transfer			$ 30,000
Value of the shares transferred			15,000
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net			$ 15,000
Cash paid	$ 10,000	$ 10,000
Outstanding notes balance					$ 10,000
Related Parties [Member]
Secured note				$ 100,000
Price per share				$ 0.015
Shares issued in advance for debt				2
Interest rate				10.00%
Debt due date				Oct. 17, 2022
Individuals [Member]
Secured note				$ 50,000
Price per share				$ 0.015
Shares issued in advance for debt				1
Interest rate				10.00%
Outstanding notes balance					$ 50,000
Debt due date				Oct. 17, 2022

CAPITAL TRANSACTIONS (Details)	6 Months Ended
CAPITAL TRANSACTIONS (Details)	Jun. 30, 2024 $ / shares shares
CAPITAL TRANSACTIONS
Number of Options, Outstanding Beginning Balance	26,500,000
Number of Options, Expired	5,500,000
Number of Options, Outstanding Ending Balance	21,000,000
Weighted Average Life
Weighted Average Life, Outstanding Beginning Balance	4 years 29 days
Weighted Average Life, Outstanding Ending Balance	4 years 7 months 9 days
Weighted Average Exercise Price
Weighted Average Exercise Price, Outstanding Beginning Balance \| $ / shares	$ 0.04
Weighted Average Exercise Price, Granted \| $ / shares	0
Weighted Average Exercise Price, Exercised \| $ / shares	0
Weighted Average Exercise Price, Expired \| $ / shares	0.10
Weighted Average Exercise Price, Outstanding Ending Balance \| $ / shares	$ 0.03
Number of Options Exercisable
Number of Options Exercisable, Outstanding Beginning Balance	26,500,000
Number of Options Exercisable, Expired	5,500,000
Number of Options Exercisable, Outstanding Ending Balance	21,000,000

CAPITAL TRANSACTIONS (Details 1) - $ / shares	6 Months Ended
CAPITAL TRANSACTIONS (Details 1) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Number of Options, Outstanding Beginning Balance	21,000,000	26,500,000
Weighted Average Exercise Price	$ 0
Number of Options Exercisable, Outstanding Beginning Balance	21,000,000	26,500,000
Exercise Price 0.02 [Member]
Number of Options, Outstanding Beginning Balance	15,000,000
Weighted Average Remaining Contractual Life	6 years 3 months 3 days
Weighted Average Exercise Price	$ 0.02
Number of Options Exercisable, Outstanding Beginning Balance	15,000,000
Weighted Average Exercise Price, exercisable	$ 0.02
Exercise Price 0.05 [Member]
Number of Options, Outstanding Beginning Balance	3,000,000
Weighted Average Remaining Contractual Life	1 year
Weighted Average Exercise Price	$ 0.05
Number of Options Exercisable, Outstanding Beginning Balance	3,000,000
Weighted Average Exercise Price, exercisable	$ 0.05
Exercise Price 0.06 [Member]
Number of Options, Outstanding Beginning Balance	3,000,000
Weighted Average Remaining Contractual Life	2 years
Weighted Average Exercise Price	$ 0.06
Number of Options Exercisable, Outstanding Beginning Balance	5,000,000
Weighted Average Exercise Price, exercisable	$ 0.06

CAPITAL TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended
CAPITAL TRANSACTIONS (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Common Stock, shares authorized	950,000,000	950,000,000	950,000,000
Common Stock, shares issued	559,281,064	559,281,064	559,281,064
Common Stock, shares outstanding	559,281,064	559,281,064	559,281,064
Preferred stock, shares authorized	1,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Outstanding options	26,500,000
Outstanding options	21,000,000	26,500,000
Black Scholes [Member]
Outstanding options	21,000,000
Aggregate intrinsic value	$ 0
Undesignated blank check [Member]
Preferred stock, shares authorized	447,804
Preferred stock, par value	$ 0.001
Class B Preferred Stock [Member]
Preferred stock shares issued	49,999
Preferred stock, shares authorized	250,000
Preferred stock, par value	$ 0.001
Convertible preferred stock, terms of conversion feature	Class B preferred shares are convertible at a rate of 1 Series B preferred share to 10 common shares
Class A Preferred Stock [Member]
Preferred stock, shares authorized	182,525
Preferred stock, par value	$ 0.001
Cumulative preferred stock interest rate	10.00%
Preferred stock redemption terms	Class A, Preferred Stock is redeemable by the Company at $15 per share
Class C Preferred Stock [Member]
Preferred stock, shares authorized	14,000
Preferred stock, par value	$ 100
Convertible preferred stock, terms of conversion feature	Class C, Preferred Stock is not entitled to receive dividends unless dividends are paid on common stock
Preferred stock liquidation preference description	Upon liquidation Class C, Preferred Stock shall be treated as if it were converted to common stock prior to liquidation
Class D Preferred Stock [Member] \| Holder [Member] \| Coversion Agreement [Member]
Preferred stock, par value	$ 10.00
Conversion price	$ 0.055
Voting rights, description	The Holder of the Series D Preferred Stock will be entitled to 20 votes for each share of common stock that the Series D Preferred Stock are convertible into
Convertible preferred stock terms of conversion	Additionally, Holder may not convert the Series D Preferred Stock until the ten-day average daily trading volume is greater than $20,000

LICENSE AGREEMENT (Details Narrative) - USD ($)	6 Months Ended
LICENSE AGREEMENT (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
LICENSE AGREEMENT
Deferred revenue	$ 20,000	$ 10,000
Royalty percentage on dental products	10.00%
Royalty percentage on other licensed products	5.00%

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Accrued expenses - related parties	$ 2,180,000	$ 1,915,000
Sole Officer [Member]
Accrued expenses - related parties	616,000
Chairman [Member]
Accrued expenses - related parties	1,461,000
Board of Directors [Member]
Accrued expenses - related parties	$ 102,000