Axion Power International (AXPWQ) 10-Q 15 Aug 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 12, 2016
Document And Entity Information
Entity Registrant Name	Axion Power International, Inc.
Entity Central Index Key	1,028,153
Document Type	10-Q
Trading Symbol	AXPW
Document Period End Date	Jun. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		3,203,400
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,016

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Assets
Cash and cash equivalents	$ 674,490	$ 1,006,743
Restricted cash	4,685,680	7,150,003
Accounts receivable, net		13,057
Other current assets	388,883	378,013
Inventories, net	249,094	279,835
Total current assets	5,998,147	8,827,651
Property and equipment, net	1,631,117	1,771,641
Total assets	7,629,264	10,599,292
Liabilities and stockholders' (deficit)
Accounts payable	338,062	361,022
Other liabilities	929,250	790,000
Notes payable	86,715	371,263
Accrued interest convertible notes	212,406	93,755
Subordinated convertible notes	65,000	65,000
Derivative liability	1,475,462
Senior convertible notes, net of discount	6,468,138	7,085,818
Total current liabilities	9,575,033	8,766,858
Derivative liability		2,153,920
Total liabilities	9,575,033	10,920,778
Stockholders' (Deficit)
Convertible preferred stock - 12,500,000 shares authorized Series A preferred - 2,000,000 shares designated, $0.005 par value, 0 shares issued and outstanding
Common stock - 100,000,000 shares authorized $0.005 par value, 177,644 issued and outstanding (9,920 in 2015)	888	50
Additional paid-in capital	124,893,220	122,576,282
Retained earnings (deficit)	(126,588,264)	(122,646,205)
Cumulative foreign currency translation adjustment	(251,613)	(251,613)
Total stockholders' (deficit)	(1,945,769)	(321,486)
Total liabilities & stockholders' (deficit)	$ 7,629,264	$ 10,599,292

CONSOLIDATED BALANCE SHEETS (U3

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Convertible preferred stock, authorized	12,500,000	12,500,000
Convertible preferred stock, par value (in dollars per share)
Common stock, par value (in dollars per share)	$ 0.005	$ 0.005
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	177,644	9,920
Common stock, outstanding	177,644	9,920
Series A Preferred Stock [Member]
Convertible preferred stock, par value (in dollars per share)	$ 0.005	$ 0.005
Convertible preferred stock, designated	2,000,000	2,000,000
Convertible preferred stock, issued	0	0
Convertible preferred stock, outstanding	0	0

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPRHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Statement [Abstract]
Net sales	$ 16,789	$ 93,510	$ 30,854	$ 343,556
Cost of tangible goods sold	91,936	198,523	190,470	416,195
Cost of goods sold - idle capacity	264,677	457,369	614,879	944,697
Gross loss	(339,824)	(562,382)	(774,495)	(1,017,336)
Research and development	171,971	244,410	343,622	520,665
Selling, general and administrative	738,185	896,101	1,510,193	1,722,309
Other expense, (income)	1,640		(34,214)
Operating loss	(1,251,620)	(1,702,893)	(2,594,096)	(3,260,310)
Change in derivative value, (gain), loss	3,816	2,489,386	(765,867)	1,820,850
Debt discount amortization expense	227,350		1,104,399
Interest expense, notes payable	7,189	5,349	10,052	8,646
Extinguishment (gain), loss on senior notes conversion	123,090		457,881
Placement agent warrants				23,826
Interest expense on convertible notes	262,768	1,409	541,497	2,777
Loss before income taxes	(1,875,833)	(4,199,037)	(3,942,058)	(5,116,409)
Income taxes
Net loss	(1,875,833)	(4,199,037)	(3,942,058)	(5,116,409)
Foreign translation adjustment	1	1	1
Comprehensive (loss)	$ (1,875,332)	$ (4,199,036)	$ (3,942,057)	$ (5,116,409)
Basic and diluted net loss per share (in dollars per share)	$ (18.07)	$ (1,352)	$ (67.43)	$ (1,452)
Basic and diluted weighted average common shares outstanding (in shares)	103,788	3,104	58,466	3,525

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Operating Activities
Net loss	$ (3,942,058)	$ (5,116,409)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation expense	143,934	157,049
Change in derivative value (gain) loss	(765,867)	1,820,850
Debt discount amortization expense	1,104,399
Extinguishment loss on senior note conversions	457,881
Placement agent warrants		23,826
Gain on forgiveness of stock compensation expense	(34,719)
Stock-based compensation expense	24,099	112,034
Inventory valuation adjustment	168,265	111,500
Changes in operating assets & liabilities
Accounts receivable, net	13,057	(45,196)
Other current assets	114,792	(72,115)
Inventory, net	(137,524)	21,255
Accounts payable	(22,960)	118,836
Other current liabilities	29,007	299,221
Accrued interest	319,779	2,777
Net cash (used in) operating activities	(2,527,915)	(2,536,372)
Financing Activities
Repayment of notes payable	(265,251)	(46,115)
Change in restricted cash	2,464,323
Net cash provided by (used in) financing activities	2,199,072	(46,115)
Investing Activities
Capital expenditures	(3,411)
Net cash (used) in investing activities	(3,411)
Effect of exchange rate on cash	1
Net change in cash and cash equivalents	(332,253)	(2,582,487)
Cash and cash equivalents - beginning of period	1,006,743	3,436,198
Cash and cash equivalents - ending	674,490	853,711
Supplemental schedule of cash flow information:
Cash paid for interest	237,014	8,646
Cash paid for income taxes
Supplemental schedule of non-cash investing and financing activities:
Landlord lease deposit applied as payment against landlord note payable	19,297
Common stock issued for principal and interest payments on senior convertible notes	1,923,171	21
Common stock issued for warrants exercised		12,388
Reclassification of derivative liability for warrants exercised		2,568,192
Insurance premium financed recorded as other asset and other liability	$ 145,090

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	1. Basis of Presentation These unaudited consolidated financial statements of Axion Power International, Inc., a Delaware corporation, include the operations of its wholly owned subsidiary, Axion Power Battery Manufacturing, Inc., a Pennsylvania corporation, and its two inactive wholly owned subsidiaries, Axion Power Corporation, a Canadian Federal corporation, and C & T Co. Inc., an Ontario corporation (collectively, the “Company”). In the opinion of management the accompanying unaudited consolidated financial statements contain all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, statements of income and comprehensive income and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). These consolidated financial statements should be read in conjunction with the audited financial statements and footnotes thereto in the Annual Report on Form 10-K for the year ended December 31, 2015. The results of income and comprehensive income for the three and six month periods ended June 30, 2016 are not necessarily indicative of results of income and comprehensive income for the Company’s 2016 calendar year. As approved by our board of directors and shareholders, we effected a 1-for-35 stock split of our common shares and Series A warrants on July 14, 2015. During 2015, there were 1,457 true-up rounding shares issued due to the above mentioned reverse stock split. As approved by our board of directors and shareholders, we effected a 1-for-400 stock split of our common shares effective July 15, 2016. We did not effect a reverse split of any of our warrants and instead, each warrant is exercisable into 1/400 th The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates, assumptions and judgments that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

New Accounting Pronouncements

New Accounting Pronouncements	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
New Accounting Pronouncements	2. New Accounting Pronouncements In March 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to employee share-based payment accounting, which includes provisions intended to simplify various aspects related to how share-based compensation payments are accounted for and presented in the financial statements. This amendment will be effective prospectively for reporting periods beginning on or after December 15, 2016, and early adoption is permitted. The Company is evaluating the impact that the new accounting guidance will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize the lease assets and lease liabilities classified as operating leases on the balance sheet. The amendment will be effective for reporting periods beginning on or after December 15, 2018, and early adoption is permitted. The Company is evaluating the impact that the new accounting guidance will have on its consolidated financial statements and related disclosures. On November 20, 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction. The new guidance will be effective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those years (i.e., in the first quarter of 2017 for calendar year-end companies). Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact, if any, of the adoption of this newly issued guidance to its consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Topic 225-20): Simplifying the Presentation of Debt Issue Costs In February 2015, the FASB issued ASU 2015-02, Consolidations (Topic 225-20): Amendments to the Consolidation Analysis In January 2015, the FASB issued ASU 2015-01, Income Statement – Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items

Inventories

Inventories	6 Months Ended
	Jun. 30, 2016
Inventory Disclosure [Abstract]
Inventories	3. Inventories Inventory is recorded at the lower of cost or market value, and adjusted as appropriate for decreases in valuation and obsolescence. Adjustments to the valuation and obsolescence reserves are made after analyzing market conditions, historical sales activity, inventory costs and inventory composition to determine appropriate reserve levels. Cost is determined using the first-in first-out (FIFO) method. Many components and raw materials we purchase have minimum order quantities. A summary of inventory at June 30, 2016 and December 31, 2015 is as follows: June 30, 2016 December 31, 2015 Raw materials $ 157,699 $ 363,559 Work in process 320,648 421,732 Finished goods 14,748 34,581 Inventory reserves (244,001 ) (540,037 ) $ 249,094 $ 279,835

Warrants

Warrants	6 Months Ended
	Jun. 30, 2016
Stockholders' Equity Note [Abstract]
Warrants	4. Warrants Warrants consist of the following: Shares Weighted Weighted average Outstanding at January 1, 2016 12,582,352 $ 1.85 1.97 Granted - - - Exercised (10,000 ) - - Lapsed (24,521 ) 113.75 - Outstanding at June 30, 2016 12,547,831 1.54 1.47 As of June 30, 2016, there were no Series B warrants classified as derivative liabilities. On April 27, 2016, 10,000 Series B warrants were exercised resulting in the issuance of 29 shares of the Company’s common stock. The remaining 24,521 Series B warrants expired on April 29, 2016. In addition, as of June 30, 2016, there were 11,967,716 warrants also classified as derivative liabilities relating to the November 2015 private placement of senior convertible notes and warrants. We effected a 1-for-400 reverse split of our common stock on July 15, 2016; however, the number of warrants was not split and instead each warrant is exercisable or convertible into 1/400 of a share of our common stock.

Equity Compensation

Equity Compensation	6 Months Ended
	Jun. 30, 2016
Equity [Abstract]
Equity Compensation	5. Equity Compensation The Company adopted ASC 718 “ Compensation – Stock Compensation Equity-Based Payments to Non-Employees” The stock based compensation expense for the six months ended June 30, 2016 and 2015 was $24,099 and $112,034 of which $0 and $45,871 was for independent directors’ compensation in lieu of cash, respectively. In May 2016, the Board of Directors chose to forgive the previously reported $19,719 owed in Director’s fees for the fourth quarter of 2015, as well as forgive the $15,000 stock compensation for consulting services also reported for the fourth quarter of 2015. Outstanding compensatory options consist of the following based on grant date: Weighted Average Number of Exercise Fair Remaining Aggregate Outstanding at January 1, 2016 38 $ 104,600 $ 34,832 4.9 $ - Granted - - - - - Forfeited or lapsed (1 ) 977,012 359,868 - - Outstanding at June 30, 2016 37 $ 99,669 $ 29,866 4.4 $ - Exercisable at June 30, 2016 30 $ 119,536 $ 34,322 3.9 $ - Non-vested compensatory options consist of the following based on grant date: All Options Shares Fair Value Subject to future vesting at January 1, 2016 10 $ 62,020 Granted - - Forfeited or lapsed - - Vested (3 ) 17,489 Subject to future vesting at June 30, 2016 7 $ 11,534 As of June 30, 2016, there was $58,476 of unrecognized compensation related to non-vested options granted under the plans. The Company expects to recognize this expense over a weighted average period of 1.50 years. We have not granted any options in 2016.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	6 Months Ended
	Jun. 30, 2016
Earnings Per Share [Abstract]
Earnings (Loss) Per Share	6. Earnings (Loss) Per Share Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share are computed by assuming that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which the market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. If the Company had generated earnings during the six months ended June 30, 2016 and 2015, the Company would have added 1,719,590 and 213 respectively, of common equivalent shares to the weighted average shares outstanding to compute the diluted weighted average shares outstanding. The Company had unexercised Series B warrants of 619,447 outstanding as of June 30, 2015. The remaining unexercised outstanding 619,447 Series B warrants would have added 60,977 common shares as permitted by the Amendment to the original warrant agreement.

Other Income

Other Income	6 Months Ended
	Jun. 30, 2016
Component of Operating Income [Abstract]
Other Income	7. Other Income For the quarter ended June 30, 2016, the Company recognized $34,214 in other income. The Company sold various pieces of zero value equipment.

Notes with Landlords

Notes with Landlords	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
Notes with Landlords	8. Notes with Landlords At December 31, 2015, the Company had a remaining balance of $237,600 in notes with its landlords for its two New Castle facilities. The balance remaining at June 30, 2016 for the notes with the landlords was $34,400. As per the note agreement the Company made payments of $25,000 per month to Becan Development and the final payment due in April was reduced by the original $19,297 lease deposit. In addition to the principal payments, Becan Development also received $2,300 in interest. As per the note agreement with S&S Partnership, the Company made monthly installment payments of $17,200 for a total of $103,200 in principal payments. The Company also paid $7,469 of accrued interest. As of April 1, 2016, the Company has moved from the Greenridge facility as planned and consolidated to the Clover Lane facility. Principal outstanding at June 30, 2016, on the remaining landlord notes is $34,400 and interest continues to accrue thereon.

Subordinated Convertible Notes

Subordinated Convertible Notes and Warrants	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
Subordinated Convertible Notes and Subordinated Warrants	9. Subordinated Convertible Notes and Subordinated Warrants During 2013 , The fair value of the warrants, issued in connection with the Subordinated Notes is $304,000 in the aggregate and was calculated using the Black-Scholes-Merton option pricing model with the following assumptions: (i) expected life of 5 years, (ii) volatility of 80%, (iii) risk free interest rate of 0.75% and (iv) dividend yield of zero. The outstanding principal balance at June 30, 2016 and December 31, 2015, related to the Subordinated Notes is $65,000. The subordinated notes remain outstanding as a result of a verbal agreement with the noteholders to continue to extend the maturity thereof.

Public offering of common stock

Public offering of common stock, Series A warrants and Series B warrants	6 Months Ended
	Jun. 30, 2016
Public Offering Of Common Stock Series Warrants And Series B Warrants
Public offering of common stock, Series A warrants and Series B warrants	11. Description of the 2015 Private Placement On November 4, 2015, we entered into a financing transaction for the sale of convertible notes and warrants issued by us with gross proceeds of $9,000,000 to us. Upon closing of the sale of the notes and warrants, which occurred on November 5, 2015, we received cash proceeds of $1.85 million and deposited an additional $7,100,000 into a series of control accounts in our name. Under the original terms of the notes, we are permitted to withdraw funds from our control accounts (i) in connection with certain conversions of the notes or (ii) otherwise, as follows: $1 million on each 30-day anniversary of the commencing on the 30 th We received approximately $1,700,000 in net proceeds at closing, which occurred on November 5, 2015, after deducting our placement agent’s fee of $138,750. Offering expenses, other than our placement agent’s fee, were approximately $100,000, which were paid out of the proceeds at Closing. At each release of funds starting on May 6, 2016, we were to receive approximately $620,000 in net proceeds, after deducting our placement agent’s fee of $50,000, if equity conditions were met. As a result of a further waiver and amendment entered into on May 1, 2016, the equity conditions were waived with respect to a release of $310,000 to us on May 6, 2016. Further, the waiver and amendment (i) waives equity conditions for our ability to make all installment and preinstallment payments in stock through May 6, 2017, and (ii) reduces the preinstallment and installment conversion prices to 75% of an average vwap price over the five trading days preceding the date of issuance. The initial conversion price of the notes was $492.00 per share (for optional conversions only and not Company amortization payments), and the initial exercise price of the 10,975,608 warrants was $1.29 per share (and post reverse split, each warrant is exercisable into 1/400 of a share of our common stock). As a result of the “rollover” of $363,530 of principal amount and accrued and unpaid interest of our August 2015 Bridge Notes, on November 10, 2015, an additional note in the principal amount of $363,530 and an additional 443,328 warrants were issued to replace the rolled over Bridge Notes. The outstanding principal bears interest at 9% per annum and shall be repaid or converted at monthly installment dates over a 14-month period. Additionally, the notes are convertible by the holder at any time after issuance. Pursuant to the optional conversion feature of these notes (as opposed to the monthly Company conversions which are at a discount formula as set forth below), the Company would deliver the number of shares of common stock equal to the outstanding principal amount, accrued interest amount, and a make whole amount equal to the interest that would be accrued on the conversion amount until maturity, divided by the fixed conversion price of $492.00. Additionally, a portion of the outstanding amount would have been exchanged for common shares at each Monthly Installment Date at a conversion price equal to the lower of the conversion price in effect and 85% of the fair value of the common shares the trading day prior to the installment date (now 75%). On the 23 rd As the Company was required to separate the conversion option in the notes under ASC 815, Derivatives and Hedging, At inception, the warrants were valued by calibrating the aggregate fair value of the notes and warrants to the transaction price, as required by ASC 820. Calibrating the valuation model to ensure that the model is consistent with the fair value at initial recognition provides a basis for estimating the inputs required in the analysis that are not directly observable. For each subsequent reporting date, the warrants are valued based on the payoff structure, considering the change in assumptions between the inception and the subsequent reporting date. The conversion feature fair value is determined at inception and for each reporting date using a “with” and “without” analysis, based on the payoff structure of the notes. The same key assumptions utilized in the warrants valuation were considered in the conversion feature fair value, Using the Calibration model, to calculate the mark to market value at June 30, 2016, the following key assumptions were utilized in both the valuations of the notes and warrants as follows: (i) risk free interest rate 0.55%, (ii) credit spread 125%, (iii) volatility 52.6%, and (iv) stock price $0.02. Derivative liability relating to the 2015 Private Placement The change in the fair value of the 2015 Private Placement derivative liability is as follows: Private Placement derivative liability, January 1, 2016 $ 2,118,156 Adjustment of derivatives pertaining to converted stock 88,014 Revaluation of Private Placement Derivative liability (730,708 ) Private Placement derivative liability June 30, 2016 $ 1,475,462 Securities Purchase Agreement The notes and warrants were issued pursuant to the terms of a Securities Purchase Agreement among us and the investors named therein. The Purchase Agreement provided for the sale of the notes and warrants for gross proceeds of $9,000,000 to us. Ranking The notes are senior unsecured obligations of us. Maturity Date Unless earlier converted or redeemed, the notes mature 14 months from the Closing, subject to the right of the investors to extend the date (i) if an event of default under the notes has occurred and is continuing or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an event of default under the Notes and (ii) for a period of 20 business days after the consummation of a fundamental transaction if certain events occur. Interest The notes bear interest at the rate of 9% per annum and are compounded monthly, on the first calendar day of each calendar month. The interest rate will increase to 18% per annum upon the occurrence and continuance of an event of default (as described below). Interest on the notes is payable in arrears on each installment date (as defined below). If a holder elects to convert or redeem all or any portion of a note prior to the maturity date, all accrued and unpaid interest on the amount being converted or redeemed will also be payable. If we elect to redeem all or any portion of a note prior to the maturity date, all accrued and unpaid interest on the amount being redeemed will also be payable. The amount of interest due at any time is the amount of any interest that, but for any conversion, installment conversion, acceleration or redemption hereunder on such given date, would have accrued with respect to the conversion amount or installment amount being converted or redeemed under the note at the interest rate for the period from such given date through the maturity date of the note. Optional Conversion All amounts due under the notes are convertible at any time, in whole or in part, at the option of the holders into shares of our common stock at a fixed conversion price, which is subject to adjustment as described below. The notes are initially convertible into shares of our common stock at the initial price of $492.00 per share. This conversion price is subject to adjustment for stock splits, combinations or similar events and “full ratchet” antidilution provisions. Payment of Principal and Interest We have agreed to make amortization payments with respect to the principal amount of each note in shares of our common stock, subject to the satisfaction of certain equity conditions, or at our option, in cash on each of the following installment dates: the twenty-first trading day after the earlier of (x) the initial effective date of a registration statement filed in connection with this offering or (y) May 2, 2016; the first trading day of the calendar month immediately following the initial installment date (or if such date is less than twenty trading days after the initial installment date, the second calendar month immediately following the initial installment date to the extent); and then each month through and including the Maturity Date, each in an amount equal to 1/11 of the principal amount of each note. Payment in stock was originally at 85% of the market price based upon a variable weighted average price formula. As a result of the amendment agreements entered into by us with each selling stockholder on January 28, 2016, an additional $1,800,000 million was released from the controlled accounts on January 28, 2016, starting on May 2, 2016, and continuing for seven consecutive months thereafter on the 1 st Acceleration and Deferral of Amortization Amounts During each period after an installment date and prior to the immediately subsequent installment date, a holder may elect to accelerate the amortization of the note at the applicable amortization conversion price for such prior installment date with respect to any given installment period, the holder may not elect to effect any acceleration during such installment period if either (x) in the aggregate, all the accelerations in such installment period exceeds the sum of two (2) other installment amounts, or (y) accelerations have been consummated in four (4) prior installment periods. The holder of a note may, at the holder’s election by giving notice to us, defer the payment of the installment amount due on any installment dates, in whole or in part, to another installment date, in which case the amount deferred will become part of such subsequent installment date and will continue to accrue interest. Events of Default The notes contain standard and customary events of default including but not limited: (i) failure to register our common stock within certain time periods; (ii) failure to make payments when due under the Notes; and (iii) bankruptcy or insolvency of us. If an event of default occurs, each holder may require us to redeem all or any portion of the notes (including all accrued and unpaid interest thereon), in cash, at a price equal to the greater of (i) up to 125% of the amount being redeemed, depending on the nature of the default, and (ii) the intrinsic value of the shares of common stock then issuable upon conversion of the note. Fundamental Transactions The notes prohibit us from entering into specified transactions involving a change of control, unless the successor entity assumes in writing all of our obligations under the notes under a written agreement. In the event of transactions involving a change of control, the holder of a note will have the right to require us to redeem all or any portion of the Note it holds (including all accrued and unpaid interest thereon) at a price equal to the greater 125% of the amount of the Note being redeemed and the intrinsic value of the shares of common stock then issuable upon conversion of the note being redeemed. Limitations on Conversion and Issuance A note may not be converted and shares of common stock may not be issued under the notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of our outstanding shares of common stock. At each holder’s option, the note blocker may be raised or lowered to any other percentage not in excess of 9.99%. As a result of the January 28, 2016 amendment agreements, there is no exchange cap in this transaction. January 28, 2016 Amendment Agreements On January 28, 2016, we entered into amendment agreements with each of the selling stockholders with respect to the November 5, 2015 private placement exempt from securities registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. On or about November 20, 2015, we filed a registration statement on Form S-1 to register the Registrable Securities, and as a result of comments received from the SEC, we withdrew this original S-1 on January 21, 2016. Subsequent to the withdrawal of the original S-1, we sought to make certain amendments to the terms of the securities purchase agreement and registration rights agreement, entered into in connection with the sale of the senior secured convertible notes, as well as to the notes. The amendments are embodied in the amendment agreements with each of the buyers. Changes to the securities purchase agreement are as follows: · The term “principal market” was changed from the Nasdaq Capital Market to the OTCQB. This change was also made in the notes and accompanying warrants for conformity. · Section 4(d) was amended to add the following at the end of the Section. “Until the later of June 2, 2016 and the date on which the Buyers are eligible to resell all shares of Company Common Stock underlying the Notes and Warrants (assuming cashless exercise of the Warrants) without restriction under Rule 144 (assuming such Buyers are not then affiliates of we), we may not make any payments to Affiliates of we other than (i) up to $11,800 to repay, in full, that certain bridge note issued by we to Walker Wainwright; (ii) director and Board committee fees in the ordinary course of business, consistent with past practices, to its non-management directors accruing on or after January 1, 2016 in an amount not to exceed $25,000, in the aggregate, per calendar quarter, (iii) current compensation arrangements (but not accrued and unpaid obligations for compensation to current and former officers of we) to its executive officers upon terms and conditions publicly existing as of December 31, 2015 and/or disclosed on a Current Report on Form 8-K on January 27, 2016; (iv) stock options and/or restricted stock as per normal Board of Directors policy; and (v) customary, reasonable and usual travel and lodging expenses for Company business.” · We no longer have the obligation to obtain shareholder approval for the issuance of securities with respect to the private placement as we are moving our listing to the OTCQB which does not require shareholder approval for issuance of securities in this transaction. Accordingly, the “exchange cap” at 19.9% of issued and outstanding shares was also omitted. Changes to the notes are as follows: · The definition of an event upon which funds can be released from any of the controlled accounts was amended to read as follows: “Controlled Account Release Event” means, as applicable, (i) with respect to any Restricted Principal designated to be converted in a Conversion Notice, our receipt of both (A) such Conversion Notice hereunder executed by the Holder in which all, or any part, of the Principal to be converted includes any Restricted Principal and (B) written confirmation by the Holder that the shares of Common Stock issued pursuant to such Conversion Notice have been properly delivered in accordance with Section 3(c) (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Holder, whether pursuant to Section 3(c)(ii) or otherwise), (ii) our receipt of a notice by the Holder electing to effect a release of any Restricted Principal to we, (iii) on the date of execution of the certain Amendment Agreements, dated January 28, 2016, by and among we and certain holders of the Notes, which act as an amendment to the Notes, $1,800,000, and (iv) on May 2, 2016, and the first Trading Day of each of the subsequent seven calendar months thereafter, the lesser of (x) the amount of Restricted Principal then outstanding hereunder and (y) the Holder Pro Rata Amount of $668,750; provided, in the case of clause (iv) above, as of such date of determination, no Equity Conditions Failure then exists. The Buyer hereby waives all Equity Condition Failures existing on or before the date of this Agreement.” · Each existing note is being split into two notes, one of which is in the principal amount of the buyer’s pro rata portion of the initial $3,650,000 principal amount of funds released from the controlled accounts, and the second of which represents the remaining principal amount of the original note issued to that buyer. Changes to the registration rights agreement are as follows: · The filing deadline for the initial registration statement (registering shares to be issued upon conversion of the $3,650,000 principal amount of the notes and interest thereon representing the total amount of funds released from the controlled accounts to date) was changed to January 29, 2016, and the effectiveness deadline for the initial registration statement was changed to February 16, 2016. · The number of registrable securities was reduced to 26,839 shares of our common stock which may be issued upon conversion of up to $3.65 million principal amount of the notes and 2,416 shares of our common stock which may be issued upon conversion of interest due and owing on the released $3.65 million principal amount. · The initial notice date for installment payments by us is now the earlier of the effectiveness date of the registration statement being filed on January 29, 2016, and May 2, 2016. May 1, 2016 Waiver and Amendment The Company has entered into a Waiver and Amendment (“Waiver”) with each of the buyers listed on the Schedule of Buyers attached to the securities purchase agreement. In each Waiver, the Company and the Buyer agreed as follows: • With respect to the Notes, the Buyer waives the Volume Failure (as defined in the securities purchase agreement) and the Price Failure (as defined in the securities purchase agreement) on any and all Installment Conversions (as defined in the securities purchase agreement) and delivery of shares for any Pre-Installment Conversion Shares (as defined in the securities purchase agreement) pursuant to an Installment Notice (as defined in the securities purchase agreement) until May 1, 2017. • Section 3(b)(2) of the Notes is amended by replacing the definition of Conversion Price, as defined in the Notes, with the following definition: “as of any Conversion Date or other date of determination, a price per share equal to the lowest of (x) $492.00, subject to adjustment as provided in this Note (the price set forth in this clause (x), the "Fixed Conversion Price"), (y) 75% of the arithmetic average of the Weighted Average Prices of the Common Stock during the five (5) consecutive Trading Day period ending immediately preceding the time of delivery of the applicable Conversion Notice, and (z) 75% of the Weighted Average Price of the Common Stock on the Trading Day of the delivery of the applicable Conversion Notice. For the avoidance of doubt, all such foregoing determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction during the applicable calculation period.” • All references in paragraphs 7, 8 and 11 of the Notes to “Conversion Price” are amended to state “Fixed Conversion Price.” • Paragraph 4 of the Amendment Agreement, dated January 28, 2016, among the Company and the Buyers, is amended by adding the following sentence at the end of the paragraph: “Notwithstanding anything to the contrary in this paragraph 4, the Company and the Buyers hereby acknowledge that the Equity Conditions for the Controlled Account Release Event on May 6, 2016 are not, and are deemed not to be, satisfied, and the Buyers hereby waive the Equity Conditions for the Controlled Account Release Event on May 6, 2016, for an aggregate release of $310,000, to be released proportionately among the Buyers based upon the pro rata share as a result of the original principal amounts of the Notes.” The Waivers became effective on May 1, 2016. August 2016 Amendment to the Notes See Note 14 – “Subsequent Events”. Warrants The warrants entitle the holders of the warrants to purchase, in aggregate, 28,546 (27,438 shares from the November 5, 2015 closing and 1,108 shares from the "rollover" of Bridge Notes described at the beginning of this section) shares of our common stock. The warrants will expire November 5, 2017. The Warrants are initially exercisable at an exercise price equal to the lower of $1.29 and 85% of the market price at the time of exercise, subject to certain adjustments. The warrants may be exercised for cash, provided that, if there is no effective registration statement available registering the exercise of the warrants, the warrants may be exercised on a cashless basis. The exercise price of the warrants is subject to adjustment for stock splits, combinations or similar events, and, in this event, the number of shares issuable upon the exercise of the warrant will also be adjusted so that the aggregate exercise price shall be the same immediately before and immediately after the adjustment. In addition, the exercise price is also subject to a “full ratchet” anti-dilution adjustment if we issue or are deemed to have issued securities at a price lower than the then applicable exercise price. Limitations on Exercise The warrants may not be exercised if, after giving effect to the exercise, the holder of the warrant together with its affiliates would beneficially own in excess of 4.99% of our outstanding shares of common stock. At each holder’s option, the warrant blocker applicable to the exercise of the warrants may be raised or lowered to any other percentage not in excess of 9.99%. Fundamental Transactions The warrants prohibit us from entering into specified transactions involving a change of control, unless the successor entity assumes all of our obligations under the Warrants under a written agreement before the transaction is completed. Registration Rights Agreement We entered into a Registration Rights Agreement with the Holders as of the date of Closing. Under this Agreement, we have agreed to register 200% of the shares issuable under the notes and 125% of the shares issuable under the warrants, with filing to occur no later than 15 days of the Closing and with effectiveness to occur no later than 75 days of the Closing. If we are unable to meet either of these deadlines, we may be required to pay certain cash damages under the registration rights agreement or, with the passage of additional time, an event of default under the notes may occur. As a result of the January 28, 2016 amendment, the Company was only required to register shares of stock upon conversion of $3.65 million principal amount of the notes, and interest thereon with a 200% reserve for registration. 2015 Private Placement Debt Rollforward: Balance- January 1, 2016 $ 7,085,818 Conversion of senior convertible notes (1,722,079 ) Amortization of senior convertible notes 1,104,399 Balance- June 30, 2016 $ 6,468,138 During the six months ended June 30, 2016, the Company has issued 154,042 shares of its common stock to convert $1,722,079 of principal. In addition on June 30, 2016, the Company issued 5,124 shares of common stock for $92,860 interest and 8,531 shares of common stock for $108,236 make whole interest. During the six months ended June 30, 2016, the Company recognized an extinguishment loss of $457,881 on the conversions of the senior convertible notes. The loss is determined based on the difference between the conversion price as calculated on the installment date versus the previously calculated price on the notice date. The Company estimates that it will need to issue an additional 20,515 shares due to this price variance.

Description of the 2015 Private

Description of the 2015 Private Placement	6 Months Ended
	Jun. 30, 2016
Description Of 2015 Private Placement
Description of the 2015 Private Placement	11. Description of the 2015 Private Placement On November 4, 2015, we entered into a financing transaction for the sale of convertible notes and warrants issued by us with gross proceeds of $9,000,000 to us. Upon closing of the sale of the notes and warrants, which occurred on November 5, 2015, we received cash proceeds of $1.85 million and deposited an additional $7,100,000 into a series of control accounts in our name. Under the original terms of the notes, we are permitted to withdraw funds from our control accounts (i) in connection with certain conversions of the notes or (ii) otherwise, as follows: $1 million on each 30-day anniversary of the commencing on the 30 th We received approximately $1,700,000 in net proceeds at closing, which occurred on November 5, 2015, after deducting our placement agent’s fee of $138,750. Offering expenses, other than our placement agent’s fee, were approximately $100,000, which were paid out of the proceeds at Closing. At each release of funds starting on May 6, 2016, we were to receive approximately $620,000 in net proceeds, after deducting our placement agent’s fee of $50,000, if equity conditions were met. As a result of a further waiver and amendment entered into on May 1, 2016, the equity conditions were waived with respect to a release of $310,000 to us on May 6, 2016. Further, the waiver and amendment (i) waives equity conditions for our ability to make all installment and preinstallment payments in stock through May 6, 2017, and (ii) reduces the preinstallment and installment conversion prices to 75% of an average vwap price over the five trading days preceding the date of issuance. The initial conversion price of the notes was $492.00 per share (for optional conversions only and not Company amortization payments), and the initial exercise price of the 10,975,608 warrants was $1.29 per share (and post reverse split, each warrant is exercisable into 1/400 of a share of our common stock). As a result of the “rollover” of $363,530 of principal amount and accrued and unpaid interest of our August 2015 Bridge Notes, on November 10, 2015, an additional note in the principal amount of $363,530 and an additional 443,328 warrants were issued to replace the rolled over Bridge Notes. The outstanding principal bears interest at 9% per annum and shall be repaid or converted at monthly installment dates over a 14-month period. Additionally, the notes are convertible by the holder at any time after issuance. Pursuant to the optional conversion feature of these notes (as opposed to the monthly Company conversions which are at a discount formula as set forth below), the Company would deliver the number of shares of common stock equal to the outstanding principal amount, accrued interest amount, and a make whole amount equal to the interest that would be accrued on the conversion amount until maturity, divided by the fixed conversion price of $492.00. Additionally, a portion of the outstanding amount would have been exchanged for common shares at each Monthly Installment Date at a conversion price equal to the lower of the conversion price in effect and 85% of the fair value of the common shares the trading day prior to the installment date (now 75%). On the 23 rd As the Company was required to separate the conversion option in the notes under ASC 815, Derivatives and Hedging, At inception, the warrants were valued by calibrating the aggregate fair value of the notes and warrants to the transaction price, as required by ASC 820. Calibrating the valuation model to ensure that the model is consistent with the fair value at initial recognition provides a basis for estimating the inputs required in the analysis that are not directly observable. For each subsequent reporting date, the warrants are valued based on the payoff structure, considering the change in assumptions between the inception and the subsequent reporting date. The conversion feature fair value is determined at inception and for each reporting date using a “with” and “without” analysis, based on the payoff structure of the notes. The same key assumptions utilized in the warrants valuation were considered in the conversion feature fair value, Using the Calibration model, to calculate the mark to market value at June 30, 2016, the following key assumptions were utilized in both the valuations of the notes and warrants as follows: (i) risk free interest rate 0.55%, (ii) credit spread 125%, (iii) volatility 52.6%, and (iv) stock price $0.02. Derivative liability relating to the 2015 Private Placement The change in the fair value of the 2015 Private Placement derivative liability is as follows: Private Placement derivative liability, January 1, 2016 $ 2,118,156 Revaluation of Private Placement Derivative liability (642,694 ) Private Placement derivative liability June 30, 2016 $ 1,475,462 Securities Purchase Agreement The notes and warrants were issued pursuant to the terms of a Securities Purchase Agreement among us and the investors named therein. The Purchase Agreement provided for the sale of the notes and warrants for gross proceeds of $9,000,000 to us. Ranking The notes are senior unsecured obligations of us. Maturity Date Unless earlier converted or redeemed, the notes mature 14 months from the Closing, subject to the right of the investors to extend the date (i) if an event of default under the notes has occurred and is continuing or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an event of default under the Notes and (ii) for a period of 20 business days after the consummation of a fundamental transaction if certain events occur. Interest The notes bear interest at the rate of 9% per annum and are compounded monthly, on the first calendar day of each calendar month. The interest rate will increase to 18% per annum upon the occurrence and continuance of an event of default (as described below). Interest on the notes is payable in arrears on each installment date (as defined below). If a holder elects to convert or redeem all or any portion of a note prior to the maturity date, all accrued and unpaid interest on the amount being converted or redeemed will also be payable. If we elect to redeem all or any portion of a note prior to the maturity date, all accrued and unpaid interest on the amount being redeemed will also be payable. The amount of interest due at any time is the amount of any interest that, but for any conversion, installment conversion, acceleration or redemption hereunder on such given date, would have accrued with respect to the conversion amount or installment amount being converted or redeemed under the note at the interest rate for the period from such given date through the maturity date of the note. Optional Conversion All amounts due under the notes are convertible at any time, in whole or in part, at the option of the holders into shares of our common stock at a fixed conversion price, which is subject to adjustment as described below. The notes are initially convertible into shares of our common stock at the initial price of $492.00 per share. This conversion price is subject to adjustment for stock splits, combinations or similar events and “full ratchet” antidilution provisions. Payment of Principal and Interest We have agreed to make amortization payments with respect to the principal amount of each note in shares of our common stock, subject to the satisfaction of certain equity conditions, or at our option, in cash on each of the following installment dates: the twenty-first trading day after the earlier of (x) the initial effective date of a registration statement filed in connection with this offering or (y) May 2, 2016; the first trading day of the calendar month immediately following the initial installment date (or if such date is less than twenty trading days after the initial installment date, the second calendar month immediately following the initial installment date to the extent); and then each month through and including the Maturity Date, each in an amount equal to 1/11 of the principal amount of each note. Payment in stock was originally at 85% of the market price based upon a variable weighted average price formula. As a result of the amendment agreements entered into by us with each selling stockholder on January 28, 2016, an additional $1,800,000 was released from the controlled accounts on January 28, 2016, starting on May 2, 2016, and continuing for seven consecutive months thereafter on the 1 st Acceleration and Deferral of Amortization Amounts During each period after an installment date and prior to the immediately subsequent installment date, a holder may elect to accelerate the amortization of the note at the applicable amortization conversion price for such prior installment date with respect to any given installment period, the holder may not elect to effect any acceleration during such installment period if either (x) in the aggregate, all the accelerations in such installment period exceeds the sum of two (2) other installment amounts, or (y) accelerations have been consummated in four (4) prior installment periods. The holder of a note may, at the holder’s election by giving notice to us, defer the payment of the installment amount due on any installment dates, in whole or in part, to another installment date, in which case the amount deferred will become part of such subsequent installment date and will continue to accrue interest. Events of Default The notes contain standard and customary events of default including but not limited: (i) failure to register our common stock within certain time periods; (ii) failure to make payments when due under the Notes; and (iii) bankruptcy or insolvency of us. If an event of default occurs, each holder may require us to redeem all or any portion of the notes (including all accrued and unpaid interest thereon), in cash, at a price equal to the greater of (i) up to 125% of the amount being redeemed, depending on the nature of the default, and (ii) the intrinsic value of the shares of common stock then issuable upon conversion of the note. Fundamental Transactions The notes prohibit us from entering into specified transactions involving a change of control, unless the successor entity assumes in writing all of our obligations under the notes under a written agreement. In the event of transactions involving a change of control, the holder of a note will have the right to require us to redeem all or any portion of the Note it holds (including all accrued and unpaid interest thereon) at a price equal to the greater 125% of the amount of the Note being redeemed and the intrinsic value of the shares of common stock then issuable upon conversion of the note being redeemed. Limitations on Conversion and Issuance A note may not be converted and shares of common stock may not be issued under the notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of our outstanding shares of common stock. At each holder’s option, the note blocker may be raised or lowered to any other percentage not in excess of 9.99%. As a result of the January 28, 2016 amendment agreements, there is no exchange cap in this transaction. January 28, 2016 Amendment Agreements On January 28, 2016, we entered into amendment agreements with each of the selling stockholders with respect to the November 5, 2015 private placement exempt from securities registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. On or about November 20, 2015, we filed a registration statement on Form S-1 to register the Registrable Securities, and as a result of comments received from the SEC, we withdrew this original S-1 on January 21, 2016. Subsequent to the withdrawal of the original S-1, we sought to make certain amendments to the terms of the securities purchase agreement and registration rights agreement, entered into in connection with the sale of the senior secured convertible notes, as well as to the notes. The amendments are embodied in the amendment agreements with each of the buyers. Changes to the securities purchase agreement are as follows: • The term “principal market” was changed from the Nasdaq Capital Market to the OTCQB. This change was also made in the notes and accompanying warrants for conformity. • Section 4(d) was amended to add the following at the end of the Section. “Until the later of June 2, 2016 and the date on which the Buyers are eligible to resell all shares of Company Common Stock underlying the Notes and Warrants (assuming cashless exercise of the Warrants) without restriction under Rule 144 (assuming such Buyers are not then affiliates of we), we may not make any payments to Affiliates of we other than (i) up to $11,800 to repay, in full, that certain bridge note issued by we to Walker Wainwright; (ii) director and Board committee fees in the ordinary course of business, consistent with past practices, to its non-management directors accruing on or after January 1, 2016 in an amount not to exceed $25,000, in the aggregate, per calendar quarter, (iii) current compensation arrangements (but not accrued and unpaid obligations for compensation to current and former officers of we) to its executive officers upon terms and conditions publicly existing as of December 31, 2015 and/or disclosed on a Current Report on Form 8-K on January 27, 2016; (iv) stock options and/or restricted stock as per normal Board of Directors policy; and (v) customary, reasonable and usual travel and lodging expenses for Company business.” • We no longer have the obligation to obtain shareholder approval for the issuance of securities with respect to the private placement as we are moving our listing to the OTCQB which does not require shareholder approval for issuance of securities in this transaction. Accordingly, the “exchange cap” at 19.9% of issued and outstanding shares was also omitted. Changes to the notes are as follows: • The definition of an event upon which funds can be released from any of the controlled accounts was amended to read as follows: “Controlled Account Release Event” means, as applicable, (i) with respect to any Restricted Principal designated to be converted in a Conversion Notice, our receipt of both (A) such Conversion Notice hereunder executed by the Holder in which all, or any part, of the Principal to be converted includes any Restricted Principal and (B) written confirmation by the Holder that the shares of Common Stock issued pursuant to such Conversion Notice have been properly delivered in accordance with Section 3(c) (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Holder, whether pursuant to Section 3(c)(ii) or otherwise), (ii) our receipt of a notice by the Holder electing to effect a release of any Restricted Principal to we, (iii) on the date of execution of the certain Amendment Agreements, dated January 28, 2016, by and among we and certain holders of the Notes, which act as an amendment to the Notes, $1,800,000, and (iv) on May 2, 2016, and the first Trading Day of each of the subsequent seven calendar months thereafter, the lesser of (x) the amount of Restricted Principal then outstanding hereunder and (y) the Holder Pro Rata Amount of $668,750; provided, in the case of clause (iv) above, as of such date of determination, no Equity Conditions Failure then exists. The Buyer hereby waives all Equity Condition Failures existing on or before the date of this Agreement.” • Each existing note is being split into two notes, one of which is in the principal amount of the buyer’s pro rata portion of the initial $3,650,000 principal amount of funds released from the controlled accounts, and the second of which represents the remaining principal amount of the original note issued to that buyer. Changes to the registration rights agreement are as follows: • The filing deadline for the initial registration statement (registering shares to be issued upon conversion of the $3,650,000 principal amount of the notes and interest thereon representing the total amount of funds released from the controlled accounts to date) was changed to January 29, 2016, and the effectiveness deadline for the initial registration statement was changed to February 16, 2016. • The number of registrable securities was reduced to 26,839 shares of our common stock which may be issued upon conversion of up to $3.65 million principal amount of the notes and 2,416 shares of our common stock which may be issued upon conversion of interest due and owing on the released $3.65 million principal amount. • The initial notice date for installment payments by us is now the earlier of the effectiveness date of the registration statement being filed on January 29, 2016, and May 2, 2016. May 1, 2016 Waiver and Amendment The Company has entered into a Waiver and Amendment (“Waiver”) with each of the buyers listed on the Schedule of Buyers attached to the securities purchase agreement. In each Waiver, the Company and the Buyer agreed as follows: • With respect to the Notes, the Buyer waives the Volume Failure (as defined in the securities purchase agreement) and the Price Failure (as defined in the securities purchase agreement) on any and all Installment Conversions (as defined in the securities purchase agreement) and delivery of shares for any Pre-Installment Conversion Shares (as defined in the securities purchase agreement) pursuant to an Installment Notice (as defined in the securities purchase agreement) until May 1, 2017. • Section 3(b)(2) of the Notes is amended by replacing the definition of Conversion Price, as defined in the Notes, with the following definition: “as of any Conversion Date or other date of determination, a price per share equal to the lowest of (x) $492.00, subject to adjustment as provided in this Note (the price set forth in this clause (x), the "Fixed Conversion Price"), (y) 75% of the arithmetic average of the Weighted Average Prices of the Common Stock during the five (5) consecutive Trading Day period ending immediately preceding the time of delivery of the applicable Conversion Notice, and (z) 75% of the Weighted Average Price of the Common Stock on the Trading Day of the delivery of the applicable Conversion Notice. For the avoidance of doubt, all such foregoing determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction during the applicable calculation period.” • All references in paragraphs 7, 8 and 11 of the Notes to “Conversion Price” are amended to state “Fixed Conversion Price.” • Paragraph 4 of the Amendment Agreement, dated January 28, 2016, among the Company and the Buyers, is amended by adding the following sentence at the end of the paragraph: “Notwithstanding anything to the contrary in this paragraph 4, the Company and the Buyers hereby acknowledge that the Equity Conditions for the Controlled Account Release Event on May 6, 2016 are not, and are deemed not to be, satisfied, and the Buyers hereby waive the Equity Conditions for the Controlled Account Release Event on May 6, 2016, for an aggregate release of $310,000, to be released proportionately among the Buyers based upon the pro rata share as a result of the original principal amounts of the Notes.” The Waivers became effective on May 1, 2016. August 2016 Amendment to the Notes See Note 14 – “Subsequent Events”. Warrants The warrants entitle the holders of the warrants to purchase, in aggregate, 28,546 (27,438 shares from the November 5, 2015 closing and 1,108 shares from the "rollover" of Bridge Notes described at the beginning of this section) shares of our common stock. The warrants will expire November 5, 2017. The Warrants are initially exercisable at an exercise price equal to the lower of $1.29 and 85% of the market price at the time of exercise, subject to certain adjustments. The warrants may be exercised for cash, provided that, if there is no effective registration statement available registering the exercise of the warrants, the warrants may be exercised on a cashless basis. The exercise price of the warrants is subject to adjustment for stock splits, combinations or similar events, and, in this event, the number of shares issuable upon the exercise of the warrant will also be adjusted so that the aggregate exercise price shall be the same immediately before and immediately after the adjustment. In addition, the exercise price is also subject to a “full ratchet” anti-dilution adjustment if we issue or are deemed to have issued securities at a price lower than the then applicable exercise price. Limitations on Exercise The warrants may not be exercised if, after giving effect to the exercise, the holder of the warrant together with its affiliates would beneficially own in excess of 4.99% of our outstanding shares of common stock. At each holder’s option, the warrant blocker applicable to the exercise of the warrants may be raised or lowered to any other percentage not in excess of 9.99%. Fundamental Transactions The warrants prohibit us from entering into specified transactions involving a change of control, unless the successor entity assumes all of our obligations under the Warrants under a written agreement before the transaction is completed. Registration Rights Agreement We entered into a Registration Rights Agreement with the Holders as of the date of Closing. Under this Agreement, we have agreed to register 200% of the shares issuable under the notes and 125% of the shares issuable under the warrants, with filing to occur no later than 15 days of the Closing and with effectiveness to occur no later than 75 days of the Closing. If we are unable to meet either of these deadlines, we may be required to pay certain cash damages under the registration rights agreement or, with the passage of additional time, an event of default under the notes may occur. As a result of the January 28, 2016 amendment, the Company was only required to register shares of stock upon conversion of $3.65 million principal amount of the notes, and interest thereon with a 200% reserve for registration. 2015 Private Placement Debt Rollforward: Balance- January 1, 2016 $ 7,085,818 Conversion of senior convertible notes (1,722,079 ) Amortization of senior convertible notes 1,104,399 Balance- June 30, 2016 $ 6,468,138 During the six months ended June 30, 2016, the Company has issued 154,042 shares of its common stock to convert $1,722,079 of principal. In addition on June 30, 2016, the Company issued 5,124 shares of common stock for $92,860 interest and 8,531 shares of common stock for $108,236 make whole interest. During the six months ended June 30, 2016, The Company recognized an extinguishment loss of $457,881 on the conversions of the senior convertible notes. The loss is determined based on the difference between the conversion price as calculated on the installment date versus the previously calculated price on the notice date. The Company estimates that it will need to issue an additional 20,515 shares due to this price variance.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2016
Related Party Transactions [Abstract]
Related Party Transactions	12. Related party transactions During the first six months of 2016, the Company engaged the services of a marketing firm to provide branding and web site development at a cost of $93,554. We engaged the firm to further provide sales and marketing services for the full year at an estimated cost of $115,000. The principal of this firm is our Chief Executive Officer’s brother in law; however, neither our Chief Executive Officer nor his immediate family has any direct or indirect interest in the marketing firm. As of June 30, 2016, the Company has paid $ 93,554 to this marketing firm. At June 30, 2016, there was no balance owed to this related party in the Company’s accounts payable balance. At June 30, 2016, the Company’s accounts payable balance included $80,168 as a result of related party transactions. Of those transactions, $59,593 was for consulting fees associated with the previous CEO, $19,719 was for director related meeting fees, and $856 was for employee related travel expense reimbursement. For the period ended June 30, 2015, the Company’s accounts payable balance included $44,662 in related party transactions. Of those transactions $39,093, was for fees associated with the previous CEO, $6,033 was for director related meeting fees, and $464 was for employee related travel expense reimbursement.

Going concern

Going concern	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going concern	13. Going concern The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. At June 30, 2016 the Company’s working capital was $(3.6) million. The financial resources of the Company will not provide sufficient funds for the Company’s operations beyond the fourth quarter of 2016, as those operations currently exist. Subsequent funding will be required to fund the Company’s ongoing operations, working capital, and capital expenditures beyond the third quarter of 2016. No assurances can be given that the Company will be successful in arranging the further funds needed to continue the execution of its business plan, which includes the development and commercialization of new products, or even if further funding is available, upon what terms. Failure to obtain such funds on terms acceptable to the Company’s management will require management to substantially curtail, if not cease, operations, which will result in a material adverse effect on the financial position and results of operations of the Company. The unaudited consolidated 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 might occur if the Company is unable to continue as a going concern.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2016
Subsequent Events [Abstract]
Subsequent Events	14. Subsequent events Reverse Stock Split On May 24, 2016, Axion Power International, Inc. filed a Definitive Schedule 14A regarding a Consent Solicitation in Lieu of a Special Meeting of Shareholders, with a voting cutoff date of June 30, 2016, to approve a reverse split of its issued and outstanding shares in a ratio of not less than 1 for 100 nor more than 1 for 400 (the “Proposal”) with the final ratio to be approved by its Board of Directors. The Proposal was approved by the Company’s shareholders, with a total of 35,252,244 shares of its Common Stock voted, with 26,484,825 shares voted in favor of the Proposal, 8,420,594 shares voted against the Proposal, and 346,825 shares abstaining. As of the May 16, 2016 record date, the Company had 47,077,230 shares of Common Stock issued and outstanding. On June 27, 2016, the Company’s Board of Directors approved a reverse split in a 1 for 400 ratio pending shareholder approval which was received on June 30, 2016, and was effected on July 15, 2016. August 8, 2016 Waiver and Amendment to the November 2015 Notes The Company has entered into a Waiver and Amendment (“Waiver”) with each of the buyers (“Holders”) listed on the Schedule of Buyers attached to that certain Securities Purchase Agreement (“SPA”), dated November 5, 2015, among the Company and the Holders (each capitalized term used below is used as defined in the SPA and notes entered into in conjunction with the SPA, “Notes”). In each Waiver, the Company and the Holders agreed as follows: • Section 31(n) of the Notes is hereby amended to add the following: • “Notwithstanding anything to the contrary within, there shall be a Controlled Account Release Event on August 8, 2016 in an amount equal to the Holder’s Pro Rata Amount of $300,000. The Company has requested further Controlled Account Release Events on each of September 1, 2016, October 1, 2016 and November 1, 2016 in an amount equal to the Holder’s Pro Rata Amount of $300,000, and if, as and when a future release or releases occur, the Holder shall have been automatically deemed to have waived any Equity Condition Failures with respect to such release.” • All Restricted Principal in the Controlled Account in excess of the Holder’s Pro Rata Amount of $1,200,000 shall be immediately returned to Holder, and the amount of the returned Restricted Principal shall be credited against the outstanding principal balance of the Note such that for every $1.05 of Restricted Principal returned, the principal amount of the Note shall be reduced by $1.00. The Waivers became effective on August 8, 2016 upon entry into waivers by all of the Holders, individually, with the Company. As of August 12, 2016, $3,464,124 has been returned to the investors. As of August 12, 2016 3,203,109 shares of our common stock have been issued as a result of the conversion of principal, interest, make-whole and true ups related to the November 2015 Senior Convertible Notes which shall be applied consistent with the conversion notices and for Pre-installment shares, calculation and application of the applicable Installment price and true-up arising therefrom.

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Jun. 30, 2016
Inventory Disclosure [Abstract]
Schedule of inventory	A summary of inventory at June 30, 2016 and December 31, 2015 is as follows: June 30, 2016 December 31, 2015 Raw materials $ 157,699 $ 363,559 Work in process 320,648 421,732 Finished goods 14,748 34,581 Inventory reserves (244,001 ) (540,037 ) $ 249,094 $ 279,835

Warrants (Tables)

Warrants (Tables)	6 Months Ended
	Jun. 30, 2016
Stockholders' Equity Note [Abstract]
Schedule of information on warrants outstanding	Warrants consist of the following: Shares Weighted Weighted average Outstanding at January 1, 2016 12,582,352 $ 1.85 1.97 Granted - - - Exercised (10,000 ) - - Lapsed (24,521 ) 113.75 - Outstanding at June 30, 2016 12,547,831 1.54 1.47

Equity Compensation (Tables)

Equity Compensation (Tables)	6 Months Ended
	Jun. 30, 2016
Equity [Abstract]
Schedule of outstanding compensatory options	Outstanding compensatory options consist of the following based on grant date: Weighted Average Number of Exercise Fair Remaining Aggregate Outstanding at January 1, 2016 38 $ 104,600 $ 34,832 4.9 $ - Granted - - - - - Forfeited or lapsed (1 ) 977,012 359,868 - - Outstanding at June 30, 2016 37 $ 99,669 $ 29,866 4.4 $ - Exercisable at June 30, 2016 30 $ 119,536 $ 34,322 3.9 $ -
Schedule of non-vested compensatory stock options	Non-vested compensatory options consist of the following based on grant date: All Options Shares Fair Value Subject to future vesting at January 1, 2016 10 $ 62,020 Granted - - Forfeited or lapsed - - Vested (3 ) 17,489 Subject to future vesting at June 30, 2016 7 $ 11,534

Public offering of common sto23

Public offering of common stock, Series A warrants and Series B warrants (Tables)	6 Months Ended
	Jun. 30, 2016
Public Offering Of Common Stock Series Warrants And Series B Warrants
Schedule of change in the fair value of the Series B warrant liability	The change in the fair value of the Series B warrant liability for the six months ended June 30, 2016 is as follows: Fair Value Series B warrant liability, January 1, 2016 $ 35,764 Revaluation of remaining Series B warrants (35,159 ) Series B warrants exercised (605 ) Series B warrant liability, June 30, 2016 $ - The change in fair value of the Series B warrant liability for the six months ended June 30, 2015 is a follows: Fair Value Series B warrant liability, January 1, 2015 $ 2,930,335 Series B warrants exercised (2,568,192 ) Revaluation of remaining Series B warrants 1,820,850 Series B warrant liability, June 30, 2015 $ 2,182,993

Description of the 2015 Priva24

Description of the 2015 Private Placement (Tables)	6 Months Ended
	Jun. 30, 2016
Description Of 2015 Private Placement
Schedule of change in the fair value of Private Placement derivative liability	The change in the fair value of the 2015 Private Placement derivative liability is as follows: Private Placement derivative liability, January 1, 2016 $ 2,118,156 Adjustment of derivatives pertaining to converted stock 88,014 Revaluation of Private Placement Derivative liability (730,708 ) Private Placement derivative liability June 30, 2016 $ 1,475,462
Schedule of senior convertibles notes	2015 Private Placement Debt Rollforward: Balance- January 1, 2016 $ 7,085,818 Conversion of senior convertible notes (1,722,079 ) Amortization of senior convertible notes 1,104,399 Balance- June 30, 2016 $ 6,468,138

Basis of Presentation (Details

Basis of Presentation (Details Narrative)	Jul. 15, 2016	Jun. 27, 2016	Jul. 14, 2015	Jun. 30, 2016Number	Dec. 31, 2015shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of subsidiaries | Number				2
Stockholders' equity, reverse stock split	1-for-400	1-for-400	1-for-35
Stock issued during period, shares, reverse stock splits | shares					1,457

Inventories (Details)

Inventories (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Inventory Disclosure [Abstract]
Raw materials	$ 157,699	$ 363,559
Work in process	320,648	421,732
Finished goods	14,748	34,581
Inventory reserves	(244,001)	(540,037)
Inventory, net	$ 249,094	$ 279,835

Warrants (Details)

Warrants (Details) - Warrant [Member]	6 Months Ended
	Jun. 30, 2016$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at beginning | shares	12,582,352
Granted | shares
Exercised | shares	(10,000)
Lapsed | shares	(24,521)
Outstanding at ending | shares	12,547,831
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at beginning | $ / shares	$ 1.85
Granted | $ / shares
Exercised | $ / shares
Lapsed | $ / shares	113.75
Outstanding at ending | $ / shares	$ 1.54
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Life [Roll Forward]
Outstanding at beginning	1 year 11 months 19 days
Outstanding at ending	1 year 5 months 19 days

Warrants (Details Narrative)

Warrants (Details Narrative) - shares	Jul. 15, 2016	Jun. 27, 2016	Apr. 27, 2016	Apr. 26, 2016	Jul. 14, 2015	Oct. 29, 2014	Jun. 30, 2016	Apr. 29, 2016	Dec. 31, 2015
Number of new shares issued						8,036	20,515
Stockholders' equity, reverse stock split	1-for-400	1-for-400			1-for-35
Series B Warrants [Member]
Number of warrants				24,521
Number of new shares issued				29
Series B Warrants [Member] | Derivative Liabilities [Member]
Number of warrants			10,000				619,447	24,521
Warrants expiration date							Apr. 29, 2016
Number of new shares issued			29
Warrant [Member]
Number of warrants							12,547,831		12,582,352
Warrant [Member] | Derivative Liabilities [Member] | 2015 Private Placement [Member]
Number of warrants							11,967,716

Equity Compensation (Details)

Equity Compensation (Details)	6 Months Ended
	Jun. 30, 2016USD ($)$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning | shares	38
Granted | shares
Forfeited or lapsed | shares	(1)
Outstanding at ending | shares	37
Exercisable at ending | shares	30
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding at beginning	$ 104,600
Granted
Forfeited or lapsed	977,012
Outstanding at ending	99,669
Exercisable at ending balance	119,536
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Fair Value [Roll Forward]
Outstanding at beginning	34,832
Granted
Forfeited or lapsed	359,868
Outstanding at ending	29,866
Exercisable at ending	$ 34,322
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weighted Average Remaining Life [Roll Forward]
Outstanding at beginning	4 years 10 months 24 days
Outstanding at ending	4 years 4 months 24 days
Exercisable at ending balance	3 years 10 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Roll Forward]
Outstanding at beginning | $
Granted | $
Forfeited or lapsed | $
Outstanding at ending | $
Exercisable at ending | $

Equity Compensation (Details 1)

Equity Compensation (Details 1)	6 Months Ended
	Jun. 30, 2016$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Subject to future vesting at beginning | shares	10
Granted | shares
Forfeited or lapsed | shares
Vested | shares	(3)
Subject to future vesting at ending | shares	7
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Subject to future vesting at beginning | $ / shares	$ 62,020
Granted | $ / shares
Forfeited or lapsed | $ / shares
Vested | $ / shares	17,489
Subject to future vesting at ending | $ / shares	$ 11,534

Equity Compensation (Details Na

Equity Compensation (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	May 31, 2016	Jun. 30, 2016	Jun. 30, 2015
Stock based compensation expense		$ 24,099	$ 112,034
Directors' compensation in lieu of cash		0	$ 45,871
Unrecognized compensation related to non-vested options granted		$ 58,476
Weighted average period for unrecognized compensation		1 year 6 months
Stock compensation forgive	$ 15,000
Mr. DiGiancinto [Member]
Director fees forgive	$ 19,719

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details Narrative) - shares	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Weighted average number of shares outstanding, diluted	1,719,590	213
Series B Warrants [Member]
Number of warrants unexercised	619,447
Number of additional common shares	60,977

Other Income (Details Narrative

Other Income (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Component of Operating Income [Abstract]
Other income	$ (1,640)		$ 34,214

Notes with Landlords (Details N

Notes with Landlords (Details Narrative) - Notes Payable to Landlord [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Remaining balance with the landlords	$ 34,400	$ 237,600
Becan Development [Member]
Deposit amount	19,297
Complete payment	25,000
Accrued interest	2,300
S&S Partnership [Member]
Complete payment	17,200
Principal amount	103,200
Accrued interest	$ 7,469

Subordinated Convertible Note35

Subordinated Convertible Notes and Warrants (Details Narrative) - 8% 2013 Subordinated Convertible Notes [Member] - USD ($)	12 Months Ended
	Dec. 31, 2013	Jun. 30, 2016	Dec. 31, 2015
Principal amount	$ 1,000,000	$ 65,000	$ 65,000
Net proceeds from debt	$ 1,000,000
Effective interest rate	8.00%
Conversion price (in dollars per share)	$ 184,800
Subordinated Warrant [Member]
Description of conversion	Convertible into 1/400 of a share.
Warrant term	5 years
Number of shares called	1,097
Exercise price (in dollars per share)	$ 528.50
Warrant fair value	$ 304,000
Expected life	5 years
Volatility rate	80.00%
Risk free interest rate	0.75%
Dividend yield	0.00%

Public offering of common sto36

Public offering of common stock, Series A warrants and Series B warrants (Details) - Series B Warrants [Member] - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Warrant, Fair Value Disclosure [Roll Forward]
Series B warrant liability,beginning	$ 35,764	$ 2,930,335
Series B warrants exercised	(605)	(2,568,192)
Revaluation of remaining Series B warrants	(35,159)	1,820,850
Warrant liability fair value,ending		$ 2,182,993

Public offering of common sto37

Public offering of common stock, Series A warrants and Series B warrants (Details Narrative) - USD ($)	Jul. 15, 2016	Jun. 27, 2016	Apr. 26, 2016	Jul. 14, 2015	Oct. 29, 2014	Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015	Jun. 25, 2015	Dec. 31, 2014
Number of new shares issued					8,036	20,515
Gross proceeds from public offering					$ 6,100,000
Net proceeds from public offering					$ 5,500,000
Description of reverse split stock	1-for-400	1-for-400		1-for-35
IPO [Member]
Number of new shares issued					53,572
Series A Warrants [Member]
Number of shares called					8,036
Exercise price (in dollars per share)				$ 17.50
Description of warrant exercise						1/400 th
Reduced exercise price (in dollars per share)									$ 0.50
Series A Warrants [Member] | IPO [Member]
Number of shares called					53,572
Exercise price (in dollars per share)					$ 113.75
Warrants exercisable period					5 years
Series B Warrants [Member]
Number of warrants unexercised			24,521
Number of shares called			10,000		281,250
Number of new shares issued			29
Fair value warrants issued							$ 35,764	$ 2,182,993		$ 2,930,335
Series B Warrants [Member] | IPO [Member]
Number of shares called					1,875,000
Exercise price (in dollars per share)					$ 113.75
Warrants exercisable period					15 months
Warrants expiration date					Apr. 29, 2016

Description of the 2015 Priva38

Description of the 2015 Private Placement (Details) - 2015 Private Placement Notes and Warrants [Member]	6 Months Ended
	Jun. 30, 2016USD ($)
Private Placement Derivative Liability [Roll Forward]
Private Placement derivative liability at beginning	$ 2,118,156
Adjustment of derivatives pertaining to converted stock	88,014
Revaluation of Private Placement Derivative liability	(730,708)
Private Placement derivative liability at ending	$ 1,475,462

Description of the 2015 Priva39

Description of the 2015 Private Placement (Details 1)	6 Months Ended
	Jun. 30, 2016USD ($)
2015 Private Placement Debt [Roll forward]
Balance at beginning	$ 7,085,818
Conversion of senior convertible notes	(1,722,079)
Amortization of senior convertible notes	1,104,399
Balance at ending	$ 6,468,138

Description of the 2015 Priva40

Description of the 2015 Private Placement (Details Narrative)	May 06, 2016USD ($)	Jan. 28, 2016USD ($)Number	Nov. 10, 2015USD ($)	Nov. 05, 2015USD ($)	Nov. 03, 2015USD ($)	Jan. 28, 2016USD ($)Numbershares	Jun. 30, 2016USD ($)$ / sharesshares	Jun. 30, 2015USD ($)	Jun. 30, 2016USD ($)$ / sharesshares	Jun. 30, 2015USD ($)	Nov. 04, 2015USD ($)
Discount on debt							$ 227,350		$ 1,104,399
Warrant [Member]
Warrant issued | shares							10,975,608		10,975,608
Exercise price (in dollars per shares) | $ / shares							$ 1.29		$ 1.29
Description of converion feature									1/400 of a share of our common stock.
Senior Convertible Note [Member]
Conversion price | $ / shares							$ 432		$ 432
August 2015 Rollover Bridge Notes [Member]
Accrued and unpaid interest			$ 363,530						$ 363,530
Principal amount			$ 363,530						$ 363,530
August 2015 Rollover Bridge Notes [Member] | Warrant [Member]
Warrant issued | shares							443,328		443,328
9% Senior Convertible Note [Member]
Debt face amount							$ 9,363,530		$ 9,363,530
Volatility rate									52.60%
Risk free interest rate									0.55%
Conversion price | $ / shares							$ 492		$ 492
Issuance costs for compensation									$ 33,250
Discount on debt									691,861
Initial value of warrants									$ 725,111
Stock price (in dollars per share) | $ / shares							$ 0.02		$ 0.02
Description of payment of principal and interest									As a result of the amendment agreements entered into by us with each selling stockholder on January 28, 2016, an additional $1.8 million was released from the controlled accounts on January 28, 2016, starting on May 2, 2016, and continuing for seven consecutive months thereafter on the 1 st
Description of converion feature									Date prior to any installment date, shares are delivered based upon the conversion price formula for the installment amount, and then on the installment date in question, the amount of shares to be delivered is recalculated for the conversion price formula on that installment date, and if the conversion price is lower on the installment date than on the preinstallment date, a number of shares equal to the number to be delivered on the installment date less the number of shares delivered on the preinstallment date is delivered to the investor. The number of common shares deliverable under the contract is limited by a beneficial ownership cap of 4.99% for any single investor (except for one investor which has a cap of 9.99%), so shares may be deemed issued but held in abeyance by the transfer agent until the investor is able to accept further shares without exceeding the beneficial ownership cap.
2015 Private Placement [Member]
Value of principal amount on conversion									$ 1,722,079
Number of common shares converted | shares									154,042
Number of share issued for interest | shares									5,124
Value of share issued for interest									$ 92,860
Value of share issued for whole interest									$ 108,236
Number of share issued for whole interest | shares									8,531
Extinguishment loss									$ 457,881
Securities Purchase Agreement [Member]
Debt face amount							$ 9,000,000		9,000,000
2015 Private Placement [Member] | Senior Notes And Warrants [Member]
Cash proceeds		$ 1,800,000				$ 1,800,000					$ 1,850,000
Deposit amount											$ 7,100,000
Gross proceed from sale of debt	$ 620,000			$ 1,700,000	$ 9,000,000
Description of notes					Under the original terms of the notes, we are permitted to withdraw funds from our control accounts (i) in connection with certain conversions of the notes or (ii) otherwise, as follows: $1 million on each 30-day anniversary of the commencing on the 30 th
Cash proceeds released from the controlled accounts		$ 5,350,000				5,350,000
Number of installment | Number		8
Placement agent fees	50,000			138,750
Offering expenses				$ 100,000
2015 Private Placement [Member] | Senior Notes And Warrants [Member] | Waiver And Amendment [Member]
Gross proceed from sale of debt	$ 310,000								$ 355,000
Description of notes	The waiver and amendment (i) waives equity conditions for our ability to make all installment and preinstallment payments in stock through May 6, 2016, and (ii) reduces the preinstallment and installment conversion prices to 75% of an average vwap price over the five trading days preceding the date of issuance.
2015 Private Placement Of Notes And Warrants Amendment Agreements [Member] | August 2015 Bridge Notes [Member]
Debt face amount		$ 3,650,000				3,650,000
Principal amount						$ 1,800,000
Number of shares issued upon conversion | Number						2,416
Reduction in number of shares reserved for conversion | shares						26,839

Description of the 2015 Priva41

Description of the 2015 Private Placement (Details Narrative 1) - $ / shares	1 Months Ended	6 Months Ended
	Oct. 29, 2014	Jun. 30, 2016	Nov. 05, 2015
Additional new shares issued due to price variance	8,036	20,515
Senior Notes And Warrants [Member] | Securities Purchase Agreement [Member]
Conversion of stock description		The holder of the warrant together with its affiliates would beneficially own in excess of 4.99% of our outstanding shares of common stock. At each holder’s option, the warrant blocker applicable to the exercise of the warrants may be raised or lowered to any other percentage not in excess of 9.99%.
Warrants expiration date		Nov. 5, 2017
Senior Notes And Warrants [Member] | Securities Purchase Agreement [Member] | Warrant [Member]
Warrants to purchase		28,546	27,438
Exercise price (in dollars per shares)		$ 1.29
Percentage of exercise price of warrants		85.00%
Senior Notes And Warrants [Member] | Registration Rights Agreement [Member]
Warrants to purchase		1,108
Shares issuable percent		200.00%
Senior Notes And Warrants [Member] | Registration Rights Agreement [Member] | Warrant [Member]
Percentage of warrants issuable		125.00%

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Accounts payable	$ 80,168	$ 44,662
Consulting fees	0	45,871
Travel expense reimbursement	856	464
Marketing Firm [Member]
Advertising expense	93,554
Estimated advertising cost	115,000
Amount paid to related party	93,554
Previous CEO And Interim CEO [Member]
Consulting fees	59,593	39,093
Mr. DiGiancinto [Member]
Meeting fees	$ 19,719	$ 6,033

Going Concern (Details Narrativ

Going Concern (Details Narrative)	6 Months Ended
	Jun. 30, 2016USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital	$ (3,600,000)

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Aug. 12, 2016	Aug. 08, 2016	Jul. 15, 2016	Jun. 27, 2016	May 24, 2016	Jul. 14, 2015	Oct. 29, 2014	Jun. 30, 2016	May 16, 2016	Dec. 31, 2015
Stockholders' equity, reverse stock split			1-for-400	1-for-400		1-for-35
Number of shares voted					35,252,244
Number of shares voted in favor					26,484,825
Number of shares voted against					8,420,594
Number of shares abstaint to vote					346,825
Common stock, issued								177,644	47,077,230	9,920
Common stock, outstanding								177,644	47,077,230	9,920
Number of shares issued							8,036	20,515
Subsequent Event [Member] | Waiver And Amendment [Member]
Description of agreement		In each Waiver, the Company and the Holders agreed as follows: • Section 31(n) of the Notes is hereby amended to add the following: “Notwithstanding anything to the contrary within, there shall be a Controlled Account Release Event on August 8, 2016 in an amount equal to the Holder’s Pro Rata Amount of $300,000. The Company has requested further Controlled Account Release Events on each of September 1, 2016, October 1, 2016 and November 1, 2016 in an amount equal to the Holder’s Pro Rata Amount of $300,000, and if, as and when a future release or releases occur, the Holder shall have been automatically deemed to have waived any Equity Condition Failures with respect to such release.” • All Restricted Principal in the Controlled Account in excess of the Holder’s Pro Rata Amount of $1,200,000 shall be immediately returned to Holder, and the amount of the returned Restricted Principal shall be credited against the outstanding principal balance of the Note such that for every $1.05 of Restricted Principal returned, the principal amount of the Note shall be reduced by $1.00.
Number of shares issued	3,203,109
Value of shares returned	$ 3,464,124
Maximum [Member]
Stockholders' equity, reverse stock split					1-for-400
Minimum [Member]
Stockholders' equity, reverse stock split					1-for-100