Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 11, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | BIO KEY INTERNATIONAL INC | |
Entity Central Index Key | 1,019,034 | |
Trading Symbol | bkyi | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 66,425,305 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Convertible Preferred Stock [Member] | Series A-1 Shares [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock | $ 9 | $ 9 |
Convertible Preferred Stock [Member] | Series B-1 Shares [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock | 11 | 11 |
Cash and cash equivalents | 177,388 | 4,321,078 |
Accounts receivable, current, net of allowance for doubtful accounts of $13,785 at September 30, 2016 and $20,526 December 31, 2015 | 364,381 | 3,391,405 |
Due from factor | 4,041 | 37,421 |
Inventory | 568,236 | 348,645 |
Software license rights | 2,000,000 | 5,000,000 |
Prepaid expenses and other | 136,408 | 97,203 |
Total current assets | 3,250,454 | 13,195,752 |
Software license rights, less current portion | 9,999,550 | 7,000,000 |
Accounts receivable, net of current portion | 2,070,000 | |
Equipment and leasehold improvements, net | 79,088 | 63,877 |
Deposits and other assets | 8,712 | 8,712 |
Intangible assets—less accumulated amortization | 137,534 | 147,738 |
Total non-current assets | 12,294,884 | 7,220,327 |
TOTAL ASSETS | 15,545,338 | 20,416,079 |
Accounts payable | 550,807 | 1,158,555 |
Accrued liabilities | 337,067 | 493,067 |
Dividends payable on preferred stock | 200,625 | 133,851 |
Deferred revenue | 240,154 | 376,405 |
Warrant liabilities | 1,206 | 104,284 |
Total current liabilities | 1,329,859 | 2,266,162 |
TOTAL LIABILITIES | 1,329,859 | 2,266,162 |
Commitments and contingencies | ||
Common stock — authorized, 170,000,000 shares; $.0001 par value issued and outstanding; 66,377,157 at September 30, 2016, and 66,098,482 as of December 31, 2015 | 6,638 | 6,610 |
Additional paid-in capital | 76,493,397 | 76,754,737 |
Accumulated deficit | (62,284,576) | (58,611,450) |
TOTAL STOCKHOLDERS’ EQUITY | 14,215,479 | 18,149,917 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 15,545,338 | $ 20,416,079 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Convertible Preferred Stock [Member] | Series A-1 Shares [Member] | ||
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 |
Preferred stock, liquidation value | $ 100 | $ 100 |
Preferred stock, shares issued (in shares) | 90,000 | 90,000 |
Preferred stock, shares outstanding (in shares) | 90,000 | 90,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock [Member] | Series B-1 Shares [Member] | ||
Preferred stock, shares authorized (in shares) | 105,000 | 105,000 |
Preferred stock, liquidation value | $ 100 | $ 100 |
Preferred stock, shares issued (in shares) | 105,000 | 105,000 |
Preferred stock, shares outstanding (in shares) | 105,000 | 105,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Allowance for doubtful accounts | $ 13,785 | $ 20,526 |
Preferred stock, shares authorized (in shares) | 5,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 170,000,000 | 170,000,000 |
Common stock, shares issued (in shares) | 66,377,157 | 66,098,482 |
Common stock, shares outstanding (in shares) | 66,377,157 | 66,098,482 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | ||||
Services | $ 187,025 | $ 250,191 | $ 692,677 | $ 755,813 |
License fees and other | 244,438 | 419,655 | 585,192 | 2,835,662 |
Total Revenues | 431,463 | 669,846 | 1,277,869 | 3,591,475 |
Costs and other expenses | ||||
Cost of services | 46,257 | 30,283 | 168,636 | 154,251 |
Cost of license fees and other | 125,526 | 344,557 | 251,485 | 505,339 |
Total costs and other expenses | 171,783 | 374,840 | 420,121 | 659,590 |
Gross Profit | 259,680 | 295,006 | 857,748 | 2,931,885 |
Operating Expenses | ||||
Selling, general and administrative | 925,939 | 1,013,778 | 2,956,456 | 3,034,318 |
Research, development and engineering | 528,554 | 368,788 | 1,584,403 | 1,169,427 |
1,454,493 | 1,382,566 | 4,540,859 | 4,203,745 | |
Operating loss | (1,194,813) | (1,087,560) | (3,683,111) | (1,271,860) |
Other income (expense) | ||||
Interest income | 6 | 1 | 19 | 5 |
Interest expense | (20,000) | (20,000) | ||
Gain on derivative liabilities | 60,385 | 27,975 | 10,879 | 42,228 |
Income taxes | (912) | (912) | ||
Total other income (expense) | 60,391 | 7,976 | 9,986 | 21,321 |
Net loss | (1,134,422) | (1,079,584) | (3,673,125) | (1,250,539) |
Convertible preferred stock dividends | (200,625) | (601,875) | ||
Net loss available to common stockholders | $ (1,335,047) | $ (1,079,584) | $ (4,275,000) | $ (1,250,539) |
Basic and Diluted Loss per Common Share (in dollars per share) | $ (0.02) | $ (0.02) | $ (0.06) | $ (0.02) |
Weighted Average Shares Outstanding: | ||||
Basic and Diluted (in shares) | 66,360,445 | 66,038,941 | 66,253,808 | 66,013,958 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,673,125) | $ (1,250,539) |
Adjustments to reconcile net loss to cash used for operating activities: | ||
Depreciation | 37,764 | 32,049 |
Amortization of intangible assets | 10,205 | 10,204 |
Gain on derivative liabilities | (10,879) | (42,228) |
Share-based and warrant compensation for employees and consultants | 231,983 | 258,297 |
Stock based directors fees | 48,999 | |
Amortization on note payable discount | 20,000 | |
Change in assets and liabilities: | ||
Accounts receivable | 957,024 | (1,540,075) |
Due from factor | 33,380 | 76,657 |
Inventory | (219,591) | (138,895) |
Prepaid expenses and other | (39,205) | 198,841 |
Software license rights | 450 | |
Accounts payable | (607,748) | 960,673 |
Accrued liabilities | (156,000) | (55,824) |
Due to factor | 533,422 | |
Deferred revenue | (136,251) | (36,418) |
Net cash used for operating activities | (3,522,994) | (973,836) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (52,976) | (2,078) |
Net cash used for investing activities | (52,976) | (2,078) |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Preferred dividends paid | (535,100) | |
Stock issued to directors | 13,000 | |
Proceeds from issuance of Note Payable | 250,000 | |
Costs to issue preferred and common stock | (32,620) | (58,486) |
Net cash provided by (used for) financing activities | (567,720) | 204,514 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (4,143,690) | (771,400) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 4,321,078 | 843,632 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 177,388 | 72,232 |
Cash paid for: | ||
Interest | ||
Noncash Investing and Financing Activities: | ||
Issuance of warrants for financing raise | 92,199 | |
Accrual of preferred stockholder dividends | $ 200,625 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Business Description and Accounting Policies [Text Block] | 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION Nature of Business BIO-key International, Inc. was founded in 1993 as a fingerprint biometric technology company. Biometric technology is the science of analyzing specific human characteristics which are unique to each individual in order to identify a specific person from a broader population. We develop and market advanced fingerprint biometric identification and identity verification technologies, cryptographic authentication-transaction security technologies, as well as related identity management and credentialing software solutions. We sell our products and provide services primarily to commercial entities within highly regulated industries, like healthcare and financial services and the broader corporate enterprise. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of BIO-key International, Inc. and its wholly-owned subsidiaries (collectively, the “Company”) and are stated in conformity with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. Pursuant to such rules and regulations, certain financial information and footnote disclosures normally included in the financial statements have been condensed or omitted. Significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all necessary adjustments, consisting only of those of a recurring nature, and disclosures to present fairly the Company’s financial position and the results of its operations and cash flows for the periods presented. The balance sheet at December 31, 2015 was derived from the audited financial statements, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America. These unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Form 10-K”), filed with the SEC on March 30, 2016. Recently Issued Accounting Pronouncements In May 2014, ASU No. 2014-09, “Revenue from Contracts with Customers” was issued. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. The guidance will also require that certain contract costs incurred to obtain or fulfill a contract, such as sales commissions, be capitalized as an asset and amortized as revenue is recognized. Adoption of the new rules could affect the timing of both revenue recognition and the incurrence of contract costs for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The new standard was scheduled to be effective for reporting periods beginning after December 15, 2016 and early adoption is not permitted. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date" ("ASU 2015-14") which defers the effective date of ASU 2014-09 by one year. ASU 2014-09 is now effective for annual reporting periods after December 15, 2017 including interim periods within annual periods beginning after December 15, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of adoption of ASU 2014-09 and the further updates codified in ASU 2016-12, ASU 2016-11 and ASU 2016-10 and the implementation approach to be used. In April 2015, the FASB issued ASU 2015-03, “Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires debt issuance costs related to a debt liability measured at amortized cost to be reported in the balance sheet as a direct deduction from the face amount of the debt liability. ASU 2015-03 is effective for interim and annual periods beginning January 1, 2016 with early adoption permitted, and is applied on a retrospective basis. The adoption of ASU 2015-03 did not materially impact the Company’s consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory" ("ASU 2015-11"). The amendments in ASU 2015-11 clarifies the measurement of inventory to be the lower of cost or realizable value and would only apply to inventory valued using the FIFO or average costing methods. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. Management is currently evaluating the effects of adopting ASU 2015-11 on the Company’s consolidated financial statements but the adoption is not expected to have a significant impact. In September 2015, FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”). This standard requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 also requires separate presentation on the face of the income statement, or disclosure in the notes, of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amount had been recognized as of the acquisition date. ASU 2015-16 was effective for the Company beginning January 1, 2016 and did not have a material impact on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes" (“ASU 2015-17”). This update requires an entity to classify deferred tax liabilities and assets as noncurrent within a classified statement of financial position. ASU 2015-17 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early application is permitted as of the beginning of the interim or annual reporting period. Management is currently evaluating the effects of adopting ASU 2015-17 on the Company’s consolidated financial statements but the adoption is not expected to have a significant impact. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The update addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments, specifically equity investments and financial instruments measured at amortized cost. ASU 2016-01 is effective for public companies for annual and interim periods beginning after December 15, 2017. Management is currently assessing the impact ASU 2016-01 will have, if any, on the Company’s consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update 2016-09, “Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 requires, among other things, that excess tax benefits and tax deficiencies be recognized as income tax expense or benefit in the income statement rather than as additional paid-in capital, changes the classification of excess tax benefits from a financing activity to an operating activity in the statement of cash flows, and allows forfeitures to be accounted for when they occur rather than estimated. ASU 2016-09 is effective for public companies for interim and annual periods beginning after December 15, 2016. Management is currently assessing the impact ASU 2016-09 will have on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. Reclassification Reclassifications occurred to certain prior year amounts in order to conform to the current year classifications. The reclassifications have no effect on the reported net loss. |
Note 2 - Going Concern
Note 2 - Going Concern | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Going Concern [Text Block] | 2. GOING CONCERN The Company has incurred significant losses to date and at September 30, 2016, had an accumulated deficit of approximately $62 million. In addition, broad commercial acceptance of the Company’s technology is critical to the Company’s success and ability to generate future revenues. At September 30, 2016, the Company’s total cash and cash equivalents were approximately $177,000, as compared to approximately $4,321,000 at December 31, 2015. The Company has financed itself in the past through access to the capital markets by issuing secured and convertible debt securities, convertible preferred stock, common stock, and through factoring receivables. The Company estimates that it currently requires approximately $579,000 per month to conduct operations and pay dividend obligations, a monthly amount that it has been unable to achieve consistently through revenue generation. If the Company is unable to generate sufficient revenue to meet its goals, it will need to obtain additional third-party financing to (i) conduct the sales, marketing and technical support necessary to execute its plan to substantially grow operations, increase revenue, and serve a significant customer base; and (ii) provide working capital. No assurance can be given that any form of additional financing will be available on terms acceptable to the Company, that adequate financing will be obtained by the Company, in order to meet its needs, or that such financing would not be dilutive to existing shareholders. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which contemplate continuation of the Company as a going concern, and assumes continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The matters described in the preceding paragraphs raise substantial doubt about the Company’s ability to continue as a going concern. Recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon the Company’s ability to meet its financing requirements on a continuing basis, and become profitable in its future operations. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. |
Note 3 - Share Based Compensati
Note 3 - Share Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 3. SHARE BASED COMPENSATION The following table presents share-based compensation expenses for continuing operations included in the Company’s unaudited interim condensed consolidated statements of operations: Three Months Ended September 30, Three Months Ended September 30, 2016 2015 Selling, general and administrative $ 31,610 $ 30,779 Research, development and engineering 25,074 5,271 $ 56,684 $ 36,050 Nine Months Ended September 30, Nine Months Ended September 30, 2016 2015 Selling, general and administrative $ 221,791 $ 218,653 Research, development and engineering 59,191 39,644 $ 280,982 $ 258,297 |
Note 4 - Factoring
Note 4 - Factoring | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Factoring [Text Block] | 4. FACTORING Due from factor consisted of the following as of: September 30, December 31, 2016 2015 Original invoice value $ 16,117 $ 149,680 Factored amount (12,076 ) (112,259 ) Balance due from factor $ 4,041 $ 37,421 As of December 2011, the Company entered into a 24-month accounts receivable factoring arrangement with a financial institution (the “Factor”). In April 2012, the terms were updated from monthly to quarterly, and the 24-month arrangement was extended to August 1, 2014. In July of 2014, the arrangement was extended to July 31, 2016. In June of 2015, the arrangement was extended to October 31, 2017. Pursuant to the terms of the arrangement, the Company, from time to time, sells to the Factor certain of its accounts receivable balances on a non-recourse basis for credit approved accounts. The Factor remits 35% of the foreign and 75% of the domestic accounts receivable balance to the Company (the “Advance Amount”), with the remaining balance, less fees, to be forwarded to the Company once the Factor collects the full accounts receivable balance from the customer. In addition, the Company, from time to time, receives over advances from the Factor. Factoring fees range from 2.75% to 21% of the face value of the invoice factored, and are determined by the number of days required for collection of the invoice. The cost of factoring is included in selling, general and administrative expenses. The cost of factoring was as follows: Three Months ended September 30, Nine Months ended September 30, 2016 2015 2016 2015 Factoring fees $ 16,264 $ 87,929 $ 319,627 $ 323,059 |
Note 5 - Inventory
Note 5 - Inventory | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 5. INVENTORY Inventory is stated at the lower of cost, determined on a first in, first out basis, or market, and consists primarily of fabricated assemblies and finished goods. Inventory is comprised of the following as of: September 30, December 31, 2016 2015 Finished goods $ 330,947 $ 246,475 Fabricated assemblies 237,289 102,170 Total inventory $ 568,236 $ 348,645 |
Note 6 - Software License Right
Note 6 - Software License Rights | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Research, Development, and Computer Software Disclosure [Text Block] | 6. SOFTWARE LICENSE RIGHTS On November 11, 2015, the Company entered into a license agreement for the rights to all software and documentation regarding the technology currently known as or offered under the FingerQ name. The license agreement grants the Company the exclusive right to reproduce, create derivative works and distribute copies of the FingerQ software and documentation, create new FingerQ related products, and grant sub-licenses of the licensed technology to end users. The license rights have been granted to the Company in perpetuity, with a stated number of end-user resale sub-licenses allowed under the contract for a total of $12,000,000. The cost of sub-license rights expected to be sold to customers in the following 12 months is $2,000,000 and is classified as a current asset, and the balance as non-current. September 30, December 31, 2016 2015 Current software license rights $ 2,000,000 $ 5,000,000 Non-current software license rights 9,999,550 7,000,000 Total software license rights $ 11,999,550 $ 12,000,000 |
Note 7 - Earnings (Loss) Per Sh
Note 7 - Earnings (Loss) Per Share Common Stock ("EPS") | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 7. EARNINGS (LOSS) PER SHARE COMMON STOCK (“EPS”) The Company’s basic EPS is calculated using net loss available to common shareholders and the weighted-average number of shares outstanding during the reporting period. Diluted EPS includes the effect from potential issuance of common stock, such as stock issuable pursuant to the exercise of stock options and warrants and the assumed conversion of convertible notes and preferred stock. The reconciliation of the numerators of the basic and diluted EPS calculations was as follows for both of the following three and nine month periods ended September 30: Three Months ended September 30, Nine Months ended September 30, 2016 2015 2016 2015 Basic Numerator: Net loss $ (1,134,422 ) $ (1,079,584 ) $ (3,673,125 ) $ (1,250,539 ) Convertible preferred stock dividends (200,625 ) - (601,875 ) - Net loss available to common stockholders $ (1,335,047 ) $ (1,079,584 ) $ (4,275,000 ) $ (1,250,539 ) Basic Denominator 66,360,445 66,038,941 66,253,808 66,013,958 Per Share Amount $ (0.02 ) $ (0.02 ) $ (0.06 ) $ (0.02 ) All potential common shares were antidilutive, and accordingly diluted EPS equaled basic EPS for all periods presented in the accompanying financial statements. The following table sets forth the options and warrants which were excluded from the diluted per share calculation even though the exercise prices were less than the average market price of the common shares because the effect of including these potential shares was antidilutive due to the net losses for the three and nine months ended September 30: Three Months ended September 30, Nine Months ended September 30, 2016 2015 2016 2015 Preferred stock 65,000,000 - 65,000,000 - Stock options 347,897 12,917 160,770 68,227 Warrants 78,342 - - - Total 65,426,239 12,917 65,160,770 68,227 Items excluded from the diluted per share calculation because the exercise price was greater than the average market price of the common shares: Three Months ended September 30, Nine Months ended September 30, 2016 2015 2016 2015 Stock options 2,580,000 3,991,332 2,780,000 2,888,332 Warrants 19,880,414 20,455,414 20,455,414 20,455,414 Total 22,460,414 24,446,746 23,235,414 23,343,746 |
Note 8 - Stockholders' Equity
Note 8 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 8. STOCKHOLDERS’ EQUITY Preferred Stock Within the limits and restrictions provided in the Company’s Certificate of Incorporation, the Board of Directors has the authority, without further action by the shareholders, to issue up to 5,000,000 shares of preferred stock, $.0001 par value per share, in one or more series, and to fix, as to any such series, any dividend rate, redemption price, preference on liquidation or dissolution, sinking fund terms, conversion rights, voting rights, and any other preference or special rights and qualifications. As of September 30, 2016, 100,000 shares of preferred stock have been designated as Series A-1 Convertible Preferred Stock, of which 90,000 shares are issued and outstanding, and 105,000 shares of preferred stock have been designated as Series B-1 Convertible Preferred Stock, all of which are issued and outstanding. Series A-1 Convertible Preferred Stock On October 22 and 29, 2015, the Company issued 84,500 shares of Series A-1 Convertible Preferred Stock at a purchase price of $100.00 per share, for aggregate gross proceeds of $8,450,000. On November 11, 2015, 5,500 additional shares of Series A-1 Convertible Preferred Stock were issued at a purchase price of $100.00 per share, for gross cash proceeds of $550,000. Shares of the Series A-1 Convertible Preferred Stock are convertible at any time at the option of the holder into shares of common stock by dividing the Series A-1 Original Issue Price by an initial conversion price of $0.30 per share, subject to adjustment for stock dividends, stock splits, combinations, and reclassifications of the Company’s capital stock, and subject to a “blocker provision” which prohibits conversion if such conversion would result in the holder being the beneficial owner of in excess of 9.99% of the Company’s common stock. The Series A-1 Shares accrue dividends at the rate of 6% per annum payable quarterly on April 1, July, 1, October 1, and January 1 of each year. Until October 1, 2017, the dividends are payable in cash provided that if payment in cash would be prohibited under applicable Delaware corporation law or cause the Company to breach any agreement for borrowed money, such dividends are payable in kind through the issuance of additional shares of common stock having a value equal to the volume weighted average trading price of the Company’s common stock for the ten (10) days preceding the applicable dividend payment date. Commencing January 1, 2018, dividends are payable at the option of the Company in cash or kind through the issuance of additional shares of common valued as described above. The holders of the Series A-1 shares are entitled to designate one person to serve on the Board of Directors of the Company. The holders of the Series A-1 Shares are entitled to vote on an as converted to common stock basis together with the holders of our common stock on all matters presented to our stockholders. Upon any liquidation or dissolution of the Company, any merger or consolidation involving the Company or any subsidiary of the Company in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation do not represent immediately following such merger or consolidation at least a majority of the voting power of the capital stock of the resulting or surviving corporation, or the sale of all or substantially all assets in a single transaction or a series of related transactions, unless the holders of at least a majority of the outstanding Series A-1 Shares elect otherwise, holders of Series A-1 Shares shall be entitled to receive prior to any payment to any holders of the Company’s common stock an amount per share equal to $100.00 per share plus any declared and unpaid dividends (pari-passu with the Series B-1 holders). As of September 30, 2016, $135,000 of dividends were accrued for the holders of the Series A-1 shares, and have not been paid as of the date of this filing. The Series A-1 Preferred Stock contains options that based on an evaluation of FASB ASC 815-15, “Embedded Derivatives” and FASB ASC 815-40-15, “Contracts in Entity’s Own Equity - Scope and Scope Exceptions,” are considered embedded features: Preferred Stock’s conversion option: The Preferred Stock is convertible at the Holder’s option at any time at the fixed conversion price of $0.30 per share; Quarterly Dividend Conversion Option: From issuance until December 31, 2017, the majority of Holders may elect to have the Stock’s Quarterly dividend payment made in shares of Common Stock, having a value equal to the volume weighted average trading price of the Common Stock during the ten (10) trading day period preceding the applicable dividend payment date. These features were analyzed by the Company and determined that they were not required to be bifurcated from the preferred stock and recorded as derivatives as they are clearly and closely related to an equity host. Series B-1 Convertible Preferred Stock On November 11, 2015, the Company issued 105,000 shares of Series B-1 Convertible Preferred Stock at a purchase price of $100.00 per share, for gross proceeds of $10,500,000. Shares of the Series B-1 Convertible Preferred Stock are convertible at any time at the option of the holder into shares of common stock by dividing the Series B-1 Original Issue Price by an initial conversion price of $0.30 per share, subject to adjustment for stock dividends, stock splits, combinations, and reclassifications of the Company’s capital stock, and subject to a “blocker provision” which prohibits conversion if such conversion would result in the holder being the beneficial owner of in excess of 9.99% of the Company’s common stock. The Series B-1 Shares accrue dividends at the rate of 2.5% per annum payable quarterly on April 1, July, 1, October 1, and January 1 of each year payable in cash provided that if payment in cash would be prohibited under applicable Delaware corporation law or cause the Company to breach any agreement for borrowed money, or if the majority of the outstanding shares of the Series B-1 Shares elect otherwise, such dividends are payable in kind through the issuance of additional shares of common stock having a value equal to the volume weighted average trading price of the Company’s common stock for the ten (10) days preceding the applicable dividend payment date. The holders of the Series B-1 shares are entitled to designate one person to serve on the Board of Directors of the Company. The holders of the Series B-1 Shares are entitled to vote on an as converted to common stock basis together with the holders of our common stock on all matters presented to our stockholders. Upon any liquidation or dissolution of the Company, any merger or consolidation involving the Company or any subsidiary of the Company in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation do not represent immediately following such merger or consolidation at least a majority of the voting power of the capital stock of the resulting or surviving corporation, or the sale of all or substantially all assets in a single transaction or a series of related transactions, unless the holders of at least a majority of the outstanding Series B-1 Shares elect otherwise, holders of Series B-1 Shares shall be entitled to receive prior to any payment to any holders of the Company’s common stock an amount per share equal to $100.00 per share plus any declared and unpaid dividends (pari-passu with the Series A-1 holders). As of September 30, 2016, $65,625 of dividends were accrued for the holders of the Series B-1 shares, and have not been paid as of the date of this filing. The Series B-1 Preferred Stock contains options that based on an evaluation of FASB ASC 815-15, “Embedded Derivatives” and FASB ASC 815-40-15, “Contracts in Entity’s Own Equity - Scope and Scope Exceptions,” are considered embedded features: Preferred Stock’s conversion option: The Preferred Stock is convertible at the Holder’s option at any time at the fixed conversion price of $0.30 per share; Quarterly Dividend Conversion Option: The majority of Holders may elect to have the Stock’s Quarterly dividend payment made in shares of Common Stock, having a value equal to the volume weighted average trading price of the Common Stock during the ten (10) trading day period preceding the applicable dividend payment date. These features were analyzed by the Company and determined that they were not required to be bifurcated from the preferred stock and recorded as derivatives as they are clearly and closely related to an equity host. Common Stock On March 8, 2016, the company issued 100,000 shares of common stock to its directors in payment of board fees valued at $16,000. On May 11, 2016, the Company issued 41,174 shares of common stock to its directors in payment of board fees valued at $6,999. On May 11, 2016, the Company issued 100,000 shares of common stock to the Chief Executive Officer as compensation valued at $17,000. On August 10, 2016, the Company issued 37,501 shares of common stock to its directors in payment of board fees valued at $9,000. Derivative Liabilities In connection with the issuances of equity instruments or debt, the Company may issue options or warrants to purchase common stock. In certain circumstances, these options or warrants may be classified as liabilities, rather than as equity. In addition, the equity instrument or debt may contain embedded derivative instruments, such as conversion options or listing requirements, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative liability instruments under the provisions of FASB ASC 815, “Derivatives and Hedging.” Securities Purchase Agreements dated October 25, 2013 and November 8, 2013 Pursuant to a series of Private Investors Securities Purchase Agreements (the “PI SPA”), on October 25, 2013 and November 8, 2013, the Company issued to certain private investors an aggregate of 12,323,668 units consisting of 12,323,668 post-split shares of common stock (the “Shares”) and warrants to purchase an additional 12,323,668 post-split shares of common stock (the “Warrants”) for an aggregate purchase price of $3,697,100 In connection with the share issuances described above, and pursuant to a placement agency letter agreement, the Company paid the placement agent cash commissions equal to 8% of the gross proceeds of the offering, reimbursed the placement agent for its reasonable out of pocket expenses, and issued to the placement agent warrants (the “Placement Agent Warrants”) to purchase an aggregate of 985,893 post-split shares of common stock. The Placement Agent Warrants have substantially the same terms as the warrants issued to the investors, except the Placement Agent Warrants are immediately exercisable on a cashless basis. The cashless exercise features contained in the warrants are considered to be derivatives and the Company recorded warrant liabilities on the consolidated balance sheet. The Company initially recorded the warrant liabilities equal to their estimated fair value of $325,891. Such amount was also recorded as a reduction of additional paid-in capital. The Company is required to mark-to-market the warrant liabilities at the end of each reporting period. For the quarter ended September 30, 2016, the Company recorded a gain on the change in fair value of the cashless exercise features of $4,368. For the nine months ended September 30, 2016, the Company recorded a gain on the change in the fair value of the cashless exercise feature of $6,272. As of September 30, 2016, the fair value of the cashless exercise features was $1,206. The fair value of the cashless exercise features was $7,478 as of December 31, 2015. Securities Purchase Agreement dated November 13, 2014 Pursuant to a Securities Purchase Agreement, dated November 13, 2014, by and between the Company and a number of private and institutional investors (the “November 2014 Private Investor SPA”), the Company issued to certain private investors 7,974,999 post-split shares of common stock and warrants to purchase an additional 11,962,501 post-split shares of common stock for aggregate gross proceeds of $1,595,000. In addition, for each share purchased in this offering, the investors surrendered to the Company for cancellation a warrant to acquire one share of our common stock which we previously issued in a private placement transaction in November 2013. This resulted in the cancellation of warrants to purchase an aggregate of 7,974,999 post-split shares of common stock. The common stock has a purchase price reset feature. If at any time prior to the two year anniversary of the effective date of the registration statement covering the public resale of such shares (January 29, 2015), the Company sells or issues shares of common stock or securities that are convertible into common stock at a price lower than $0.20 per share, the Company will be required to issue additional shares of common stock for no additional consideration. The warrants have a term of five years, an exercise price of $0.30 per post-split share and are currently exercisable in full. The warrants have customary anti-dilution protections including a “full ratchet” anti-dilution adjustment provision which are triggered in the event the Company sells or grants any additional shares of common stock, options, warrants or other securities that are convertible into common stock at a price lower than $0.30 per share, The anti-dilution adjustment provision is not triggered by certain “exempt issuances” which among other issuances, includes the issuance of shares of common stock, options or other securities to officers, employees, directors, consultants or service providers. The warrants are exercisable on a cashless basis if at any time there is no effective registration statement covering the resale of the shares of common stock underlying the warrants. See below. Based on an evaluation as discussed in FASB ASC 815-15, “Embedded Derivatives” and FASB ASC 815-40-15, “Contracts in Entity’s Own Equity – Scope and Scope Exceptions,” the Company determined that the purchase price reset feature in the common stock and the full ratchet anti-dilution feature in the warrants issued were not considered indexed to its own stock because neither the occurrence of a sale of equity securities by the issuer at market nor the issuance of another equity contract with a lower strike price is an input to the fair value of a fixed-for-fixed option or forward on equity shares. As such, the purchase price reset feature and the full ratchet anti-dilution feature should be bifurcated from the common stock and accounted for as a derivative liabilities. The Company valued the purchase price reset feature using a Monte Carlo simulation at the date of issuance, and determined that the purchase price reset feature had no value as the calculated price of the common stock was not below $0.20 per share. At December 31, 2015, the calculated price was below $0.20, and on September 30, 2016 the calculated price was above $0.20 based on the Monte Carlo simulation. The Company did not value the derivative liabilities. One of the key determinants of the Company’s decision to not value the derivative liabilities was the high likelihood that a future financing would not occur that would trigger the down round feature. Whether a future equity financing would occur would be determined by the cash needs of the Company and management’s willingness to trigger the down round feature. The Company did not value the purchase price reset feature. The Company’s reason was based on the issuance of Series A and Series B preferred stock in October and November of 2015, issued at a conversion price of $0.30. Under GAAP, the Company is required to mark-to-market the derivative liability at the end of each reporting period. The Company did not value the derivative liabilities at the dates of issuance through September 30, 2016. Such conclusion was based upon the discussion noted above. The Company filed a registration statement on Form S-1 with the SEC to register the public resale of 13,956,250 of the shares of common stock issued in the November 2014 Private Investor SPA. The registration statement was declared effective on January 29, 2015. Post reverse split, the Company filed a registration statement on Form S-1 with the SEC to register the balance of the shares of common stock issued under the November 2014 Private Investor SPA which was declared effective on May 4, 2015. Warrants On March 9, 2015, the Company issued a warrant to purchase 575,000 shares of common stock to a consultant which vested in equal quarterly installments over one year and is exercisable at $0.21 per share through March 8, 2020. The fair value of the warrants was estimated on the date of grant at $98,065 using the Black-Scholes option-pricing model with the following assumptions: risk free interest rate: 1.66%, expected life of options in years: 5, expected dividends: 0, volatility of stock price: 115.7%. Share based expense related to the value of the stock warrants is recorded over the requisite service period, which is generally the vesting period for each tranche. Stock warrants issued by the Company are valued using the Black-Scholes option-pricing model. For the three and nine months ended September 30, 2016, the Company recorded an expense of $0 and $11,625 respectively, related to the stock warrants, which completed the service period expense. On September 23, 2015, the Company issued a warrant to purchase 833,333 shares of common stock in connection with the issuance of a promissory note. The warrants are immediately exercisable at an exercise price of $0.30 per share and have a term of five years. The warrants have customary anti-dilution protections including a "full ratchet" anti-dilution adjustment provision which are triggered in the event the Company sells or grants any additional shares of common stock, options, warrants or other securities that are convertible into common stock at a price lower than $0.30 per share. The anti-dilution adjustment provision is not triggered by certain "exempt issuances" which among other issuances, includes the issuance of shares of common stock, options or other securities to officers, employees, directors, consultants or service providers. Based on an evaluation as discussed in FASB ASC 815-15, “Embedded Derivatives” and FASB ASC 815-40-15, “Contracts in Entity’s Own Equity – Scope and Scope Exceptions,” the Company determined that the full ratchet anti-dilution feature in the common stock issued was not considered indexed to its own stock because neither the occurrence of a sale of equity securities by the issuer at market nor the issuance of another equity contract with a lower strike price is an input to the fair value of a fixed-for-fixed option or forward on equity shares. As such, the full ratchet anti-dilution feature should be bifurcated from the common stock and accounted for as a derivative liability. The Company did not value the derivative liability. One of the key determinants of the Company’s decision to not value the derivative liability was the high likelihood that a future financing would not occur that would trigger the down round feature. Whether a future equity financing would occur would be determined by the cash needs of the Company and management’s willingness to trigger the down round feature. The Company’s reasons were based on the issuance of Series A and Series B preferred stock in October and November of 2015, issued at a conversion price of $0.30. The cashless exercise features contained in the warrants were initially considered to be derivatives and the Company recorded a warrant liability of $92,199 on the consolidated balance sheet. The warrants issued by the Company were valued using an option-pricing model. The Company marked-to-market the warrant liabilities at the end of each reporting period. During the quarter ended September 30, 2016, the Company determined the cashless exercise features did not meet the criteria for recording a warrant liability. Accordingly, the grant date fair value of the warrant liability was transferred to additional paid-in capital and the cumulative loss due to change in the recorded fair value of the liability was reversed during the quarter. For the quarter ended September 30, 2016 the Company recorded income of $56,017 in order to reverse the net cumulative loss on the warrant liability that had been previously recorded. For the nine months ended September 30, 2016 the Company recorded income on the change in warrant liability of $4,607. The warrant liability was $96,806 as of December 31, 2015. Issuances and Exercise of Stock Options During the three and nine months ended September 30, 2016, the Company granted 200,000 and 275,000 stock options respectively, to new employees under the 2015 Equity Plan. The options are exercisable for a term of seven years and vest in equal annual installments over a three-year period commencing on the date of grant. The options are exercisable at $0.17-0.24 per share. The weighted average fair value of the options granted during the quarter was $0.164. The fair value of the options issued during the three months ended June 30, 2016 was estimated on the date of grant at $8,644 using the Black-Scholes option-pricing model with the following assumptions: risk free interest rate: 1.12%, expected life of options in years: 4.5, expected dividends: 0, volatility of stock price: 93.7%. The fair value of the options issued during the three months ended September 30, 2016 was estimated on the date of grant at $32,830 using the Black-Scholes option-pricing model with the following assumptions: risk free interest rate: 1.08%, expected life of options in years: 4.5, expected dividends: 0, volatility of stock price: 93%. |
Note 9 - Segment Information
Note 9 - Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 9. SEGMENT INFORMATION The Company has determined that its continuing operations are one discrete segment consisting of biometric products. Geographically, North American sales accounted for approximately 90% and 56% of the Company’s total sales for the three months ended September 30, 2016 and 2015, respectively, and were approximately 84% and 32% of the Company’s total sales for the nine months ended September 30, 2016 and 2015, respectively. |
Note 10 - Fair Values of Financ
Note 10 - Fair Values of Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 10. FAIR VALUES OF FINANCIAL INSTRUMENTS Cash and cash equivalents, accounts and notes receivable, accounts payable, accrued liabilities, and notes payable, are carried at, or approximate, fair value because of their short-term nature. The fair value of the warrant liabilities at September 30, 2016 were measured using the following assumptions: Risk-free interest rate 0.20 - 0.21% Expected term 0.07 - 0.11 Expected dividends 0 Volatility of stock price 62.9 - 69.0% The warrant liabilities are considered Level 3 liabilities on the fair value hierarchy as the determination of fair value includes various assumptions about of future activities and the Company’s stock prices and historical volatility as inputs. Warrant issued under PI SPA Fair value at January 1, 2016 $ 7,478 Gain on derivative (6,272 ) 1,206 Warrant issued under September 2015 SPA Fair value at January 1, 2016 96,806 Gain on derivative (4,607 ) Transfer to additional paid-in capital (92,199 ) - Balance, September 30, 2016 $ 1,206 |
Note 11 - Major Customers and A
Note 11 - Major Customers and Accounts Receivable | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | 11. MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE For the three months ended September 30, 2016 and 2015, two customers accounted for 44% and three customers accounted for 65% of revenue, respectively. For the nine months ended September 30, 2016 and 2015, one customer accounted for 22% and one customer accounted for 53% of revenue, respectively. At September 30, 2016, one customer accounted for 85% of accounts receivable. This receivable has been past due per the terms of the invoice for fifteen months as of September 30, 2016. Based on prior history with this customer, the Company believes the amount is fully collectable and has determined that a reserve is not necessary. During the quarter ended September 30, 2016, the company reclassified the past due receivable to long-term as management concluded that collection may not occur in the near term. At December 31, 2015, three customers accounted for 87% of accounts receivable. |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 12. SUBSEQUENT EVENTS On November 7, 2016, the Company issued 48,148 shares of common stock to its directors in payment of board fees. On November 11, 2016, we entered into a Securities Purchase Agreement with a stockholder/director for the purchase and sale of 6,200,000 shares of our common stock at an aggregate purchase price of $1,860,000 or $0.30 per share. The Company has reviewed all other subsequent events through the date of filing. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of BIO-key International, Inc. and its wholly-owned subsidiaries (collectively, the “Company”) and are stated in conformity with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. Pursuant to such rules and regulations, certain financial information and footnote disclosures normally included in the financial statements have been condensed or omitted. Significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all necessary adjustments, consisting only of those of a recurring nature, and disclosures to present fairly the Company’s financial position and the results of its operations and cash flows for the periods presented. The balance sheet at December 31, 2015 was derived from the audited financial statements, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America. These unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Form 10-K”), filed with the SEC on March 30, 2016. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In May 2014, ASU No. 2014-09, “Revenue from Contracts with Customers” was issued. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. The guidance will also require that certain contract costs incurred to obtain or fulfill a contract, such as sales commissions, be capitalized as an asset and amortized as revenue is recognized. Adoption of the new rules could affect the timing of both revenue recognition and the incurrence of contract costs for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The new standard was scheduled to be effective for reporting periods beginning after December 15, 2016 and early adoption is not permitted. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date" ("ASU 2015-14") which defers the effective date of ASU 2014-09 by one year. ASU 2014-09 is now effective for annual reporting periods after December 15, 2017 including interim periods within annual periods beginning after December 15, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of adoption of ASU 2014-09 and the further updates codified in ASU 2016-12, ASU 2016-11 and ASU 2016-10 and the implementation approach to be used. In April 2015, the FASB issued ASU 2015-03, “Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires debt issuance costs related to a debt liability measured at amortized cost to be reported in the balance sheet as a direct deduction from the face amount of the debt liability. ASU 2015-03 is effective for interim and annual periods beginning January 1, 2016 with early adoption permitted, and is applied on a retrospective basis. The adoption of ASU 2015-03 did not materially impact the Company’s consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory" ("ASU 2015-11"). The amendments in ASU 2015-11 clarifies the measurement of inventory to be the lower of cost or realizable value and would only apply to inventory valued using the FIFO or average costing methods. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. Management is currently evaluating the effects of adopting ASU 2015-11 on the Company’s consolidated financial statements but the adoption is not expected to have a significant impact. In September 2015, FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”). This standard requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 also requires separate presentation on the face of the income statement, or disclosure in the notes, of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amount had been recognized as of the acquisition date. ASU 2015-16 was effective for the Company beginning January 1, 2016 and did not have a material impact on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes" (“ASU 2015-17”). This update requires an entity to classify deferred tax liabilities and assets as noncurrent within a classified statement of financial position. ASU 2015-17 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early application is permitted as of the beginning of the interim or annual reporting period. Management is currently evaluating the effects of adopting ASU 2015-17 on the Company’s consolidated financial statements but the adoption is not expected to have a significant impact. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The update addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments, specifically equity investments and financial instruments measured at amortized cost. ASU 2016-01 is effective for public companies for annual and interim periods beginning after December 15, 2017. Management is currently assessing the impact ASU 2016-01 will have, if any, on the Company’s consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update 2016-09, “Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 requires, among other things, that excess tax benefits and tax deficiencies be recognized as income tax expense or benefit in the income statement rather than as additional paid-in capital, changes the classification of excess tax benefits from a financing activity to an operating activity in the statement of cash flows, and allows forfeitures to be accounted for when they occur rather than estimated. ASU 2016-09 is effective for public companies for interim and annual periods beginning after December 15, 2016. Management is currently assessing the impact ASU 2016-09 will have on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Reclassification, Policy [Policy Text Block] | Reclassification Reclassifications occurred to certain prior year amounts in order to conform to the current year classifications. The reclassifications have no effect on the reported net loss. |
Note 3 - Share Based Compensa19
Note 3 - Share Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended September 30, Three Months Ended September 30, 2016 2015 Selling, general and administrative $ 31,610 $ 30,779 Research, development and engineering 25,074 5,271 $ 56,684 $ 36,050 Nine Months Ended September 30, Nine Months Ended September 30, 2016 2015 Selling, general and administrative $ 221,791 $ 218,653 Research, development and engineering 59,191 39,644 $ 280,982 $ 258,297 |
Note 4 - Factoring (Tables)
Note 4 - Factoring (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | September 30, December 31, 2016 2015 Original invoice value $ 16,117 $ 149,680 Factored amount (12,076 ) (112,259 ) Balance due from factor $ 4,041 $ 37,421 |
Factoring Fees [Table Text Block] | Three Months ended September 30, Nine Months ended September 30, 2016 2015 2016 2015 Factoring fees $ 16,264 $ 87,929 $ 319,627 $ 323,059 |
Note 5 - Inventory (Tables)
Note 5 - Inventory (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | September 30, December 31, 2016 2015 Finished goods $ 330,947 $ 246,475 Fabricated assemblies 237,289 102,170 Total inventory $ 568,236 $ 348,645 |
Note 6 - Software License Rig22
Note 6 - Software License Rights (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Software License Rights [Table Text Block] | September 30, December 31, 2016 2015 Current software license rights $ 2,000,000 $ 5,000,000 Non-current software license rights 9,999,550 7,000,000 Total software license rights $ 11,999,550 $ 12,000,000 |
Note 7 - Earnings (Loss) Per 23
Note 7 - Earnings (Loss) Per Share Common Stock ("EPS") (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months ended September 30, Nine Months ended September 30, 2016 2015 2016 2015 Basic Numerator: Net loss $ (1,134,422 ) $ (1,079,584 ) $ (3,673,125 ) $ (1,250,539 ) Convertible preferred stock dividends (200,625 ) - (601,875 ) - Net loss available to common stockholders $ (1,335,047 ) $ (1,079,584 ) $ (4,275,000 ) $ (1,250,539 ) Basic Denominator 66,360,445 66,038,941 66,253,808 66,013,958 Per Share Amount $ (0.02 ) $ (0.02 ) $ (0.06 ) $ (0.02 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months ended September 30, Nine Months ended September 30, 2016 2015 2016 2015 Preferred stock 65,000,000 - 65,000,000 - Stock options 347,897 12,917 160,770 68,227 Warrants 78,342 - - - Total 65,426,239 12,917 65,160,770 68,227 Three Months ended September 30, Nine Months ended September 30, 2016 2015 2016 2015 Stock options 2,580,000 3,991,332 2,780,000 2,888,332 Warrants 19,880,414 20,455,414 20,455,414 20,455,414 Total 22,460,414 24,446,746 23,235,414 23,343,746 |
Note 10 - Fair Values of Fina24
Note 10 - Fair Values of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Fair Value Inputs, Assets, Quantitative Information [Table Text Block] | Risk-free interest rate 0.20 - 0.21% Expected term 0.07 - 0.11 Expected dividends 0 Volatility of stock price 62.9 - 69.0% |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Warrant issued under PI SPA Fair value at January 1, 2016 $ 7,478 Gain on derivative (6,272 ) 1,206 Warrant issued under September 2015 SPA Fair value at January 1, 2016 96,806 Gain on derivative (4,607 ) Transfer to additional paid-in capital (92,199 ) - Balance, September 30, 2016 $ 1,206 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Textual) - USD ($) | 9 Months Ended | |||
Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Retained Earnings (Accumulated Deficit) | $ (62,284,576) | $ (58,611,450) | ||
Cash and Cash Equivalents, at Carrying Value | 177,388 | $ 4,321,078 | $ 72,232 | $ 843,632 |
Expected Operational Costs Per Month | $ 579,000 |
Note 3 - Share Based Compensa26
Note 3 - Share Based Compensation - Expenses for Continuing Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Selling, General and Administrative Expenses [Member] | ||||
Share-based compensation expense | $ 31,610 | $ 30,779 | $ 221,791 | $ 218,653 |
Share-based compensation expense | 31,610 | 30,779 | 221,791 | 218,653 |
Research and Development Expense [Member] | ||||
Share-based compensation expense | 25,074 | 5,271 | 59,191 | 39,644 |
Share-based compensation expense | 25,074 | 5,271 | 59,191 | 39,644 |
Share-based compensation expense | 56,684 | 36,050 | 280,982 | 258,297 |
Share-based compensation expense | $ 56,684 | $ 36,050 | $ 280,982 | $ 258,297 |
Note 4 - Factoring (Details Tex
Note 4 - Factoring (Details Textual) | 1 Months Ended |
Dec. 31, 2011 | |
Geographic Distribution, Foreign [Member] | |
Percentage Of Accounts Receivable Remitted By Factor | 35.00% |
Geographic Distribution, Domestic [Member] | |
Percentage Of Accounts Receivable Remitted By Factor | 75.00% |
Minimum [Member] | |
Factoring Fees Percent | 2.75% |
Maximum [Member] | |
Factoring Fees Percent | 21.00% |
Factoring Arrangement Term | 2 years |
Note 4 - Factoring - Due from F
Note 4 - Factoring - Due from Factor (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Original invoice value | $ 16,117 | $ 149,680 |
Factored amount | (12,076) | (112,259) |
Balance due from factor | $ 4,041 | $ 37,421 |
Note 4 - Factoring - Fees (Deta
Note 4 - Factoring - Fees (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Factoring fees | $ 16,264 | $ 87,929 | $ 319,627 | $ 323,059 |
Note 5 - Inventory - Components
Note 5 - Inventory - Components of Inventory (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Finished goods | $ 330,947 | $ 246,475 |
Fabricated assemblies | 237,289 | 102,170 |
Total inventory | $ 568,236 | $ 348,645 |
Note 6 - Software License Rig31
Note 6 - Software License Rights (Details Textual) - USD ($) | Nov. 11, 2015 | Sep. 30, 2016 | Dec. 31, 2015 |
Licensing Agreements [Member] | |||
Payments to Acquire Intangible Assets | $ 12,000,000 | ||
Sotware License Rights, Current | $ 2,000,000 | $ 5,000,000 |
Note 6 - Summary of Software Li
Note 6 - Summary of Software License Rights (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Software license rights | $ 2,000,000 | $ 5,000,000 |
Non-current software license rights | 9,999,550 | 7,000,000 |
Total software license rights | $ 11,999,550 | $ 12,000,000 |
Note 7 - Earnings (Loss) Per 33
Note 7 - Earnings (Loss) Per Share Common Stock ("EPS") - Reconciliation of Numerator of Basic and Diluted EPS Calculations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Basic Numerator: | ||||
Net loss | $ (1,134,422) | $ (1,079,584) | $ (3,673,125) | $ (1,250,539) |
Convertible preferred stock dividends | (200,625) | (601,875) | ||
Net loss available to common stockholders | $ (1,335,047) | $ (1,079,584) | $ (4,275,000) | $ (1,250,539) |
Basic Denominator (in shares) | 66,360,445 | 66,038,941 | 66,253,808 | 66,013,958 |
Per Share Amount (in dollars per share) | $ (0.02) | $ (0.02) | $ (0.06) | $ (0.02) |
Note 7 - Earnings (Loss) Per 34
Note 7 - Earnings (Loss) Per Share Common Stock ("EPS") - Securities Excluded from the Diluted Per Share Calculation (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Exercise Price Less Than Average Market Price Of Common Shares [Member] | Preferred Stock [Member] | ||||
Antidilutive securities (in shares) | 65,000,000 | 65,000,000 | ||
Exercise Price Less Than Average Market Price Of Common Shares [Member] | Employee Stock Option [Member] | ||||
Antidilutive securities (in shares) | 347,897 | 12,917 | 160,770 | 68,227 |
Exercise Price Less Than Average Market Price Of Common Shares [Member] | Warrant [Member] | ||||
Antidilutive securities (in shares) | 78,342 | |||
Exercise Price Less Than Average Market Price Of Common Shares [Member] | ||||
Antidilutive securities (in shares) | 65,426,239 | 12,917 | 65,160,770 | 68,227 |
Exercise Price Greater Than Average Market Price Of Common Shares [Member] | Employee Stock Option [Member] | ||||
Antidilutive securities (in shares) | 2,580,000 | 3,991,332 | 2,780,000 | 2,888,332 |
Exercise Price Greater Than Average Market Price Of Common Shares [Member] | Warrant [Member] | ||||
Antidilutive securities (in shares) | 19,880,414 | 20,455,414 | 20,455,414 | 20,455,414 |
Exercise Price Greater Than Average Market Price Of Common Shares [Member] | ||||
Antidilutive securities (in shares) | 22,460,414 | 24,446,746 | 23,235,414 | 23,343,746 |
Note 8 - Stockholders' Equity (
Note 8 - Stockholders' Equity (Details Textual) - USD ($) | Aug. 10, 2016 | May 11, 2016 | Mar. 08, 2016 | Nov. 11, 2015 | Oct. 29, 2015 | Oct. 22, 2015 | Sep. 23, 2015 | Mar. 09, 2015 | Jan. 29, 2015 | Nov. 13, 2014 | Nov. 13, 2014 | Nov. 08, 2013 | Oct. 25, 2013 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 |
Convertible Preferred Stock [Member] | Series A-1 Shares [Member] | Maximum [Member] | ||||||||||||||||||
Maximum Ownership as a Result of Conversion | 9.99% | |||||||||||||||||
Convertible Preferred Stock [Member] | Series A-1 Shares [Member] | ||||||||||||||||||
Preferred Stock, Shares Issued | 90,000 | 90,000 | 90,000 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,500 | 84,500 | 84,500 | |||||||||||||||
Share Price | $ 100 | $ 100 | $ 100 | |||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 550,000 | $ 8,450,000 | $ 8,450,000 | |||||||||||||||
Preferred Stock, Shares Authorized | 100,000 | 100,000 | 100,000 | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred Stock, Shares Outstanding | 90,000 | 90,000 | 90,000 | |||||||||||||||
Initial Conversion Price | $ 0.30 | |||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | |||||||||||||||||
Period Preceding the Dividend Payment Date | 10 days | |||||||||||||||||
Liquidation Value Per Share | $ 100 | |||||||||||||||||
Dividends Payable | $ 135,000 | $ 135,000 | ||||||||||||||||
Convertible Preferred Stock [Member] | Series B-1 Shares [Member] | Maximum [Member] | ||||||||||||||||||
Maximum Ownership as a Result of Conversion | 9.99% | |||||||||||||||||
Convertible Preferred Stock [Member] | Series B-1 Shares [Member] | ||||||||||||||||||
Preferred Stock, Shares Issued | 105,000 | 105,000 | 105,000 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 105,000 | |||||||||||||||||
Share Price | $ 100 | |||||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 10,500,000 | |||||||||||||||||
Preferred Stock, Shares Authorized | 105,000 | 105,000 | 105,000 | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred Stock, Shares Outstanding | 105,000 | 105,000 | 105,000 | |||||||||||||||
Initial Conversion Price | $ 0.30 | |||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 2.50% | |||||||||||||||||
Period Preceding the Dividend Payment Date | 10 days | |||||||||||||||||
Liquidation Value Per Share | $ 100 | |||||||||||||||||
Dividends Payable | $ 65,625 | $ 65,625 | ||||||||||||||||
Common Stock [Member] | Private Investor SPA [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 7,974,999 | 12,323,668 | 12,323,668 | |||||||||||||||
Common Stock [Member] | Issued Lieu of Compensation [Member] | Director [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 37,501 | 41,174 | 100,000 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ 9,000 | $ 6,999 | $ 16,000 | |||||||||||||||
Common Stock [Member] | Issued Lieu of Compensation [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | |||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 17,000 | |||||||||||||||||
Warrant [Member] | Private Investor SPA [Member] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 12,323,668 | 12,323,668 | ||||||||||||||||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3 | $ 98,065 | |||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.66% | |||||||||||||||||
Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 115.70% | |||||||||||||||||
Private Investor SPA [Member] | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,697,100 | $ 3,697,100 | ||||||||||||||||
Placement Agent Warrants [Member] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 985,893 | |||||||||||||||||
Commissions and Fees, Percent of Gross Proceeds | 8.00% | |||||||||||||||||
Private Investor SPA [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 13,956,250 | 12,323,668 | 12,323,668 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,962,501 | 11,962,501 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,595,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | $ 0.30 | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||
Term Of Warrant | 5 years | |||||||||||||||||
Maximum [Member] | New Employees [Member] | The 2015 Equity Incentive Plan [Member] | ||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 0.24 | |||||||||||||||||
Minimum [Member] | New Employees [Member] | The 2015 Equity Incentive Plan [Member] | ||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.17 | |||||||||||||||||
New Employees [Member] | The 2015 Equity Incentive Plan [Member] | Stock Compensation Plan [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 182 days | 4 years 182 days | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.08% | 1.12% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 93.00% | 93.70% | ||||||||||||||||
New Employees [Member] | The 2015 Equity Incentive Plan [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | 275,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.164 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value Amount | $ 32,830 | $ 8,644 | ||||||||||||||||
Fair Value, Inputs, Level 3 [Member] | Warrants Issued Under PISPA [Member] | ||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | $ 325,891 | |||||||||||||||||
Warrants Issued Under PISPA [Member] | ||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | $ 7,478 | |||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 4,368 | 6,272 | ||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 1,206 | 1,206 | $ 7,478 | |||||||||||||||
Promissory Note [Member] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 833,333 | |||||||||||||||||
September 2015 Warrants [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | |||||||||||||||||
Term Of Warrant | 5 years | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 92,199 | |||||||||||||||||
Fair Value Adjustment of Warrants | $ 56,017 | $ 4,607 | ||||||||||||||||
Warrants and Rights Outstanding | 96,806 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 575,000 | |||||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Dividends Payable | $ 200,625 | $ 200,625 | ||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 1,206 | 1,206 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.21 | |||||||||||||||||
Class of Warrant or Right, Vesting Term | 1 year | |||||||||||||||||
Class of Warrant or Right, Nonemployee Compensation Expense | 0 | 11,625 | ||||||||||||||||
Warrants and Rights Outstanding | $ 1,206 | $ 1,206 | $ 104,284 |
Note 9 - Segment Information (D
Note 9 - Segment Information (Details Textual) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Geographic Concentration Risk [Member] | Sales Revenue, Net [Member] | North America [Member] | ||||
Concentration Risk, Percentage | 90.00% | 56.00% | 84.00% | 32.00% |
Number of Reportable Segments | 1 |
Note 10 - Fair Values of Fina37
Note 10 - Fair Values of Financial Instruments - Fair Value Measurement of Warrant Liabilities and Derivative Liabilities (Details) - Warrant and Derivative Liabilities [Member] | 9 Months Ended |
Sep. 30, 2016 | |
Minimum [Member] | |
Fair Value Assumptions, Risk Free Interest Rate | 0.20% |
Fair Value Assumptions, Expected Term | 25 days |
Fair Value Assumptions, Expected Volatility Rate | 62.90% |
Maximum [Member] | |
Fair Value Assumptions, Risk Free Interest Rate | 0.21% |
Fair Value Assumptions, Expected Term | 40 days |
Fair Value Assumptions, Expected Volatility Rate | 69.00% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Note 10 - Fair Values of Fina38
Note 10 - Fair Values of Financial Instruments - Fair Value Measurements Using Significant Unobservable Inputs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Warrants Issued Under PISPA [Member] | |||
Fair value | $ 7,478 | ||
(Gain) Loss on derivative | $ (4,368) | (6,272) | |
Value | 1,206 | 1,206 | $ 7,478 |
Gain on derivative | (4,368) | (6,272) | |
Warrant Issued Under September 2015 SPA [Member] | |||
Fair value | 96,806 | ||
(Gain) Loss on derivative | (4,607) | ||
Gain on derivative | (4,607) | ||
Transfer to additional paid-in capital | (92,199) | ||
Value | $ 1,206 | $ 1,206 |
Note 11 - Major Customers and39
Note 11 - Major Customers and Accounts Receivable (Details Textual) - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Sales Revenue, Net [Member] | Two Customers [Member] | |||||
Concentration Risk, Percentage | 44.00% | ||||
Sales Revenue, Net [Member] | Three Customers Member | |||||
Concentration Risk, Percentage | 65.00% | ||||
Sales Revenue, Net [Member] | One Customer [Member] | |||||
Concentration Risk, Percentage | 22.00% | ||||
Sales Revenue, Net [Member] | |||||
Concentration Risk, Number of Major Customers | 2 | 3 | 1 | ||
Accounts Receivable [Member] | Three Customers Member | |||||
Concentration Risk, Percentage | 87.00% | ||||
Accounts Receivable [Member] | One Customer [Member] | |||||
Concentration Risk, Percentage | 85.00% | 53.00% | |||
Accounts Receivable, Period Past Due | 1 year 90 days | ||||
Accounts Receivable [Member] | |||||
Concentration Risk, Number of Major Customers | 1 | 1 | 3 |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) | Nov. 11, 2016 | Nov. 07, 2016 |
Issued Lieu of Compensation [Member] | ||
Stock Issued During Period, Shares, New Issues | 48,148 | |
Stockholder and Director [Member] | ||
Stock Issued During Period, Shares, New Issues | 6,200,000 | |
Stock Issued During Period, Value, New Issues | $ 1,860,000 | |
Share Price | $ 0.30 |