Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Jul. 09, 2018 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | Axion Power International, Inc. | ||
Entity Central Index Key | 1,028,153 | ||
Document Type | 10-K | ||
Trading Symbol | AXPW | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 95,954,549 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 200,489 | $ 1,006,743 |
Restricted cash | 7,150,003 | |
Accounts receivable, net of allowance for bad debt of $21,345 for the years ended December 31, 2016 and 2015 | 13,057 | |
Other current assets | 75,019 | 378,013 |
Inventory, net of inventory reserves of $465,196 and $540,037 for the years ended December 31, 2016 and 2015 | 279,835 | |
Total current assets | 275,508 | 8,827,651 |
Property and equipment, net of accumulated depreciation of $2,363,267 and 2,074,926 for the years ended December 31, 2016 and 2015 | 302,748 | 1,771,641 |
TOTAL ASSETS | 578,256 | 10,599,292 |
Current Liabilities | ||
Accounts payable | 298,621 | 361,022 |
Other liabilities | 862,744 | 790,000 |
Notes payable | 31,526 | 371,263 |
Accrued interest convertible notes | 269,612 | 93,755 |
Subordinated convertible notes | 65,000 | 65,000 |
Derivative liability | 2,598,076 | |
Senior convertible notes, net of discount of $0 and $2,277,712 as of December 31, 2016 and 2015 | 4,017,797 | 7,085,818 |
Total current liabilities | 8,143,376 | 8,766,858 |
Derivative liability | 2,153,920 | |
Total liabilities | 8,143,376 | 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, 95,954,549 issued and outstanding (9,920 in 2015) | 479,773 | 50 |
Additional paid in capital | 125,410,610 | 122,576,282 |
Accumulated deficit | (133,203,890) | (122,646,205) |
Other comprehensive income | (251,613) | (251,613) |
Total stockholders' deficit | (7,565,120) | (321,486) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 578,256 | $ 10,599,292 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Allowance for bad debt | $ 21,345 | $ 21,345 |
Inventory reserves | 465,196 | 540,037 |
Accumulated depreciation | 2,363,267 | 2,074,926 |
Senior convertible notes, discount | $ 0 | $ 2,277,712 |
Convertible preferred stock, authorized | 12,500,000 | 12,500,000 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Common stock, issued | 95,954,549 | 9,920 |
Common stock, outstanding | 95,954,549 | 9,920 |
Series A Preferred Stock [Member] | ||
Convertible preferred stock, designated | 2,000,000 | 2,000,000 |
Convertible preferred stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Convertible preferred stock, issued | 0 | 0 |
Convertible preferred stock, outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Net sales | $ 58,203 | $ 600,482 |
Cost of tangible goods sold | 460,209 | 1,162,687 |
Cost of goods sold - idle capacity | 1,125,152 | 1,671,173 |
Gross loss | (1,527,158) | (2,233,378) |
Research and development | 457,708 | 944,362 |
Selling, general and administrative | 2,823,907 | 3,016,346 |
Loss on impairment of property and equipment | 1,183,962 | |
Loss on impairment of other assets | 62,236 | |
Other income | (29,651) | (401,737) |
Operating loss | (6,025,320) | (5,792,349) |
Change in value of conversion feature senior notes | 479,920 | |
Change in value of Series B warrants | (35,764) | 605,555 |
Change in value warrants, senior convertible notes | 59,262 | |
Gain on deposit for technology license | (250,000) | |
Debt discount amortization expense | 2,277,712 | 982,258 |
Interest expense, notes payable | 18,855 | 119,061 |
Placement agent warrants | 23,826 | |
Interest expense on convertible notes | 1,791,642 | 57,433 |
Loss before income taxes | (10,557,685) | (7,389,744) |
Income taxes | ||
Net loss | (10,557,685) | (7,389,744) |
Comprehensive loss | $ (10,557,685) | $ (7,389,744) |
Basic and diluted net loss per share (in dollars per share) | $ (0.44) | $ (1,158.94) |
Basic and diluted weighted average common shares outstanding (in shares) | 23,957,757 | 6,376 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Other Comprehensive Income [Member] | Total |
Balance at beginning at Dec. 31, 2014 | $ 3 | $ 118,452,072 | $ (115,256,461) | $ (251,613) | $ 2,944,001 |
Balance at beginning (in shares) at Dec. 31, 2014 | 517 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued for Series B warrants exercised | $ 40 | (40) | |||
Stock issued for Series B warrants exercised (in shares) | 7,840 | ||||
Reclassification of derivative liability for warrants exercised | 3,500,126 | 3,500,126 | |||
Stock based compensation | $ 1 | 267,188 | 267,189 | ||
Stock based compensation (in shares) | 106 | ||||
Placement agent warrants | 23,826 | 23,826 | |||
Beneficial conversion feature related to bridge notes | 179,947 | 179,947 | |||
Debt discount related to convertible bridge notes | 153,169 | $ 153,169 | |||
True - Up rounding shares for Reverse Stock Split | $ 6 | (6) | |||
True - Up rounding shares for Reverse Stock Split (in shares) | 1,457 | 1,457 | |||
Net loss | (7,389,744) | $ (7,389,744) | |||
Balance at ending at Dec. 31, 2015 | $ 50 | 122,576,282 | (122,646,205) | (251,613) | $ (321,486) |
Balance at ending (in shares) at Dec. 31, 2015 | 9,920 | 9,920 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued for Series B warrants exercised (in shares) | 9,808,381 | ||||
Issuance of common stock upon conversion of convertible debt | $ 421,508 | 2,383,049 | $ 2,804,557 | ||
Issuance of common stock upon conversion of convertible debt (in shares) | 84,301,570 | ||||
Issuance of common stock upon conversion of accrued interest | $ 49,042 | 280,274 | 329,316 | ||
Issuance of common stock upon conversion of accrued interest (in shares) | 9,808,381 | ||||
Issuance of common stock upon conversion of make whole interest | $ 9,173 | 125,382 | 134,555 | ||
Issuance of common stock upon conversion of make whole interest (in shares) | 1,834,649 | ||||
Exercise of stock warrant | 344 | 344 | |||
Exercise of stock warrant (in shares) | 29 | ||||
Stock based compensation | 45,279 | 45,279 | |||
Net loss | (10,557,685) | (10,557,685) | |||
Balance at ending at Dec. 31, 2016 | $ 479,773 | $ 125,410,610 | $ (133,203,890) | $ (251,613) | $ (7,565,120) |
Balance at ending (in shares) at Dec. 31, 2016 | 95,954,549 | 95,954,549 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (10,557,685) | $ (7,389,744) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 288,342 | 300,888 |
Change in value of Series B Warrants | (35,764) | 605,555 |
Change in value warrants, senior convertible notes | 479,920 | 59,262 |
Debt discount amortization expense | 2,277,712 | 982,258 |
Allowance for doubtful accounts | 10,800 | |
Placement agent warrants | 23,826 | |
Stock-based compensation expense | 45,279 | 258,009 |
Inventory valuation adjustment | (74,841) | 384,227 |
Loss on impairment of property and equipment | 1,183,962 | |
Loss on impairment of other assets | 62,236 | |
Changes in operating assets & liabilities | ||
Accounts receivable, net | 13,057 | (13,985) |
Other current assets | 240,758 | (111,047) |
Inventory | 354,676 | 472,886 |
Accounts payable | (62,401) | 244,223 |
Other current liabilities | 72,744 | (19,647) |
Accrued interest | 1,595,676 | 78,242 |
Deferred revenue | (55,871) | |
Net cash used in operating activities | (4,116,329) | (4,170,118) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (3,411) | |
Net cash used in investing activities | (3,411) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of notes payable | (339,737) | (140,293) |
Proceeds from senior convertible notes | 9,000,003 | |
Repayment of senior convertible notes | (3,497,124) | |
Proceeds from convertible bridge notes | 510,000 | |
Repayment of bridge loan | (235,294) | |
Gross proceeds from warrant exercise | 344 | |
Payment of public offering and debt issuance costs | (243,750) | |
Amount provided from (deposited into) restricted cash account | 7,150,003 | (7,150,003) |
Net cash provided by financing activities | 3,313,486 | 1,740,663 |
Net decrease in Cash and Cash Equivalents | (806,254) | (2,429,455) |
Cash and Cash Equivalents, Beginning of Year | 1,006,743 | 3,436,198 |
Cash and Cash Equivalents, End of Year | 200,489 | 1,006,743 |
Supplemental schedule of Cash Flow Information: | ||
Cash paid for interest | 214,821 | 94,400 |
Cash paid for income taxes | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Interest accrued converted into debt principal | 955,948 | 10,592 |
Common stock issued for principal payments on senior notes | 2,804,557 | |
Common stock issued for interest and make whole payment on senior notes | 463,871 | |
Common stock issued to settle liability | 9,180 | |
Reclassification of remaining bridge note to notes payable | 10,000 | |
Common stock issues in exchange for senior warrants | ||
Common stock issued for warrants exercised | 15,681 | |
Reclassification of derivative liability for warrants exercised | 3,500,126 | |
Beneficial conversion feature related to convertible bridge notes | 179,947 | |
Debt discount related to convertible bridge notes | 153,169 | |
Accounts payables converted into promissory note | 291,975 | |
Round up shares | 2,914 | |
Derivative liability related to 2015 senior convertible notes at issuance | 2,058,894 | |
Offering costs | $ 536,250 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Basis Of Presentation | |
Basis of Presentation | Note 1 – Basis of Presentation These consolidated financial statements of Axion Power International, Inc., a Delaware corporation, are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and 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”). As approved by the board of directors and shareholders, the Company affected a 1-for-35 stock split of the 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 the board of directors and shareholders, the Company affected a 1-for-400 stock split of the common shares effective July 15, 2016. The Company did not affect a reverse split of any of the warrants and instead, each warrant is exercisable into 1/400th of a share of common stock. All share related and per share information was adjusted to give effect to the reverse stock split from the beginning of the earliest period presented. The Company has again sought approval from its shareholders to affect a reverse split of common stock in a range of 1-for-100 to 1-for-400 as set forth in the Definitive Proxy Statement on Schedule 14A filed with the SEC on October 17, 2016. This reverse split is to increase the Company’s stock price and to make shares available for conversion for satisfaction of November 2015 notes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates: The fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in the valuation of an asset or liability. It establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the fair value measurement guidance are described below: - Level 1 - Level 2 - Level 3 Principles of Consolidation: Segment Reporting: Foreign Currency Translation: Comprehensive Income: Fair Value of Financial Instruments: Cash and Cash Equivalents: Restricted cash: Accounts Receivable and Concentration of Credit Risk: Inventory: Property and Equipment: Depreciation expense was $288,342 and $300,888 for the years ended December 31, 2016 and 2015, respectively. During the year ended December 31, 2016, the Company impaired its machinery and equipment in the amount of $1,183,962. Certain of the Company’s machinery and equipment are secured by the Pennsylvania Department of Community and Economic Development in relation to the Machinery and Equipment Loan Fund financing (see Note 3 – Notes Payable). Impairment or Disposal of Long-Lived Assets: Impairment or Disposal of Long-lived Assets As of March 1, 2018, essentially all the Company’s idle and obsolete property, plant and equipment and inventory has been sold raising net of expenses $398,565. Derivative Financial Instruments: For the convertible notes and warrants issued in November 2015, at inception, the instruments 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. Revenue Recognition: Cost of Sales - Idle Capacity: Related Party Transactions: Grants: Stock based Compensation: Equity-Based Payments to Non-Employees”. Income Taxes: Income Taxes Basic and Diluted Net Loss Per Share: Recently Issued Accounting Pronouncements: In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides clarity about which changes to the terms or conditions of a share-based payment award require the application of modification accounting. Specifically, ASU 2017-09 clarifies that changes to the terms or conditions of an award should be accounted for as a modification unless all of the following are met: 1) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, 2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and 3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to significantly impact its accounting for share-based payment awards, as changes to awards’ terms and conditions subsequent to the grant date are unusual and infrequent in nature. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). Statement of Cash Flows, 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 Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes. 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 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). |
Senior Convertible Notes and Wa
Senior Convertible Notes and Warrants, and Subordinated Notes and Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Senior Convertible Notes and Warrants, and Subordinated Notes and Warrants | Note 3 – Senior Convertible Notes and Warrants, and Subordinated Notes and Warrants On May 8, 2013, the Company consummated the sale of $ 9 million in aggregate principal amount of senior convertible notes (the “2013 Senior Notes”) due on February 8, 2015 and warrants (the “2013 Senior Warrants”) to various institutional investors. At closing, the Company received $2.76 million in net proceeds, after deducting placement agent fees of $240,000. Total offering expenses were $494,500 and were recorded as deferred financing fees. The $6.0 million balance of the gross proceeds from the sale of 2013 Senior Notes was deposited into a series of control accounts in the Company’s name. Withdrawals from the control accounts were permitted (i) in connection with certain conversions of the 2013 Senior Notes or (ii) otherwise, as follows: $500,000 on each 30-day anniversary of the closing date (May 8, 2013) commencing on the 60th day after the effective date until there are no more funds in the control accounts. The 2013 Senior Notes and 2013 Senior Warrants and the Subordinated Notes and Subordinated Warrants described below were issued in transactions exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. As of the end of the second quarter of 2014, all of the proceeds have been released, and the note holders have converted all amounts due under the note into shares of the Company’s common stock. Securities Purchase Agreement The 2013 Senior Convertible Notes and 2013 Senior Warrants were issued pursuant to the terms of a Securities Purchase Agreement (“2013 Purchase Agreement”) entered into among us and the Investors. The 2013 Purchase Agreement provided for the sale of the 2013 Senior Notes and 2013 Senior Warrants for gross proceeds of $9,000,000 to us. Ranking - Maturity Date - Interest - Conversion - The 2013 Senior Notes were not convertible with respect to any note holder if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock. At each holder’s option, the limit on percentage ownership could have been raised or lowered to any other percentage not in excess of 9.99%, except that any raise would only have been effective upon 61-days’ prior notice to the Company. Fundamental Transactions The 2013 Senior Notes prohibited the Company from entering into specified transactions involving a change of control, unless the successor entity assumed in writing all obligations under the 2013 Senior Notes under a written agreement. In the event of transactions involving a change of control, the 2013 Senior Notes would have been redeemable whole or in part (including all accrued and unpaid thereon) at a price equal to the greater of 125% of the amount of the face value of the 2013 Senior Note being redeemed and the intrinsic value of the shares of Common Stock then issuable upon conversion of the 2013 Senior Note being redeemed. Warrants The 2013 Warrants entitled the holders to purchase, in the aggregate, 24.69 shares of common stock. The 2013 Warrants were exercisable beginning November 8, 2013. On August 1, 2014, the Company entered into warrant exchange agreements (“Warrant Exchange Agreements”) with the holders (“2013 Senior Warrant holders”) of the 2013 Senior Warrants issued in conjunction with the Company’s May 7, 2013 senior convertible note financing (“2013 Senior Warrants”). Pursuant to the Warrant Exchange Agreements, the 2013 Senior Warrant holders exchanged all of the 2013 Senior Warrants for shares of the Company’s stock (“Shares”) at a ratio of 1.7 Shares for each 2013 Senior Warrant exchanged, in a transaction exempt from registration under Section 3(a)(9) of the Securities Act of 1933 as amended. Pursuant to the Warrant Exchange Agreements, the 2013 Senior Warrant holders agreed to the following limitations on the resale of the Shares: Through October 31, 2014, each 2013 Senior Warrant holder could only sell, pledge, assign or otherwise transfer up to 10% of the number of Shares issued to it. From November 1, 2014 through January 31, 2015, each 2013 Senior Warrant holder may have sold, pledged, assigned or otherwise transferred up to an additional 25% of the number of Shares issued to it (up to an aggregate of 35% inclusive of the 10% set forth in the bullet point above). Through January 31, 2015, each 2013 Senior Warrant holder may have sold Shares during any trading day in an amount, in the aggregate, exceeding 15% of the composite aggregate share trading volume of the Company’s common stock measured at the time of each sale of securities during such trading day as reported on Bloomberg. Accounting for the Conversion Option and Warrants The Company first considered whether the 2013 Senior Notes met the criteria under ASC 480-10-25-14 to be recorded as a liability and determined that, due to the 2013 Senior Note’s differing potential settlement features, it did not meet the criteria. The Company next considered whether the conversion option met the definition of a derivative, requiring it to be bifurcated and recorded as a liability. Pursuant to ASC 815-40, due to full-ratchet down-round price protection on the conversion price of the 2013 Senior Notes and the exercise price of the 2013 Senior Warrants, the Company determined that the conversion features of the Senior Notes and the exercise features of the Senior Warrants were not indexed to the Company’s owned stock and must be recognized separately as a derivative liability in the consolidated balance sheet, measured at fair value and marked to market each reporting period until the 2013 Senior Notes have been fully paid or converted and the 2013 Senior Warrants fully exercised. The conversion feature of the 2013 Senior Notes was valued using the Monte Carlo simulation model under the following assumptions; (i) expected life of 0.9 years, (ii) volatility of 60%, (iii) risk-free interest rate of 0.10% and (iv) dividend rate of 0. The 2013 Senior Warrants were also valued using the Monte Carlo simulation model, under the following assumptions: (i) expected life of 5 years, (ii) volatility of 80%, (iii) risk-free interest rate of 0.75%, and (iv) dividend rate of zero. The initial fair values of the conversion feature and the warrants were estimated to be $2.9 million and $1.5 million, respectively, totaling $4.4 million. This amount was recorded as debt discount on May 8, 2013 and was amortized over the term of the 2013 Senior Notes using the effective interest method. In addition, debt issuance costs totaling $494,500 were amortized over the term of the note using the effective interest method. Placement Agent Warrants In 2014, the Company issued 656 additional common stock equivalent warrants valued at $74,009. The Black Scholes model was used to value warrants with the following assumptions: (i) expected life of 5 years, (ii) volatility of 70%, (iii) risk free interest rate at 1.27% and (iv) dividend yield of zero. The final number of warrants issued through December 31, 2014 was 4 common stock equivalents. Subordinated Convertible Notes and Subordinated Warrants Simultaneously with the closing of the $9,000,000 principal amount 2013 Senior Note transaction, the Company sold $1 million principal amount of its Subordinated Convertible Notes (the “Subordinated Notes”) to investors consisting of management and directors of the Company and one individual investor. The sale of the Subordinated Notes did not carry any additional fees and expenses, so the Company received the entire $1 million in proceeds from the Subordinated Notes at closing. The Subordinated Notes are subordinated in right of repayment to the Senior Notes and mature 91 days subsequent to the maturity date of the 2013 Senior Notes. The Subordinated Notes bear interest at the rate of 8% per year. Once 2/3 of the 2013 Senior Notes have been repaid, then the Subordinated Notes may be converted and/or prepaid in cash so long as there is no Event of Default with respect to the 2013 Senior Notes and all Equity Conditions (as defined in the securities purchase agreement for the Senior Notes) are met. The conversion price for the Subordinated Notes is $184,800 per share. The holders of the Subordinated Convertible Notes were issued five year warrants to purchase 1,097 shares of Company common stock (“Subordinated Warrants”). Each Subordinated Warrant has an exercise price of $528.50 and is convertible into 1/400 of a share. Holders of 2/3 of the Subordinated Notes are affiliates who have verbally agreed to a revised due date of December 31, 2015. 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 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 relative value of the warrants to the subordinated note was $263,000, and recorded as original debt discount. The outstanding principal balance at December 31, 2016 and 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. As the conversion feature of the Subordinated Notes and the related warrants were determined not to be derivative instruments, in accordance with the guidance in ASC Topic 470-20 Debt with Conversion and Other Options Fair Value Disclosure The Company has three Level 3 financial instruments - Series B warrants associated with the public offering of common stock, Senior Warrants and the conversion feature associated with the 2015 Senior Notes, which are recorded at fair value on a periodic basis. The Series B warrants, Senior Warrants and the conversion feature are evaluated under the hierarchy of FASB ASC Subtopic 480-10, FASB ASC Paragraph 815-25-1 and FASB ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of the warrants and the conversion feature are estimated using the binomial tree model for the year ended December 31, 2016. The following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis. In addition, the Company has warrants and a conversion feature related to the Private Placement note dated November 5, 2015. For the warrants issued in 2015, 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 were valued based on the payoff structure, considering the change in assumptions between the inception and the subsequent reporting date. The key assumptions at inception were utilized in both the valuations of the 2016 private placement notes and warrants as follows: ((i) spot price $0.0139, (ii) maturity date: December 31, 2018, (iii) maximum exercise price $492, (iv) exercise period starting from valuation dates, (v) volatility of 300%, (vi) coupon interest of 18% per year, (vii) dividend yield $0.00. Despite the fact that the Company failed to repay the convertible note at maturity (January 2017), and the loan amount remains outstanding, no revised repayment schedule has been implemented. The Company intends to repay the loan via the conversion of the loan to stock once the reverse split becomes effective utilizing the same calculation of the conversion prices as indicated in the initial terms of the financial instrument. Company management attributed a zero percent likelihood that the reverse split occurs before December 31, 2018, a 20% likelihood that the reverse split occurs before December 31, 2019 and an 80% likelihood that it occurs before December 31, 2020. As such our summary conclusions of value are based upon a weighted average of the two valuations, with 20% being attributed to the scenario in which the loan is repaid on December 31, 2019 and 80% being attributed to the scenario in which the is repaid on December 31, 2020. The fair value of the warrants and the conversion feature are estimated using the Monte Carlo simulation model for the year ended December 31, 2015. The following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis. In addition, the Company has warrants and a conversion feature related to the Private Placement note dated November 5, 2015. For the warrants issued in 2015, 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 were valued based on the payoff structure, considering the change in assumptions between the inception and the subsequent reporting date. The key assumptions at inception were utilized in both the valuations of the 2015 private placement notes and warrants as follows: (i) risk free interest rate 0.47%, (ii) credit spread break point $0.72 (iii) credit spread 60%, (iv) volatility 50%, (v) stock price $456, (vi) negotiation discount 65%. As of December 31, 2016, and 2015, the following tables represent the fair value of the warrant liabilities: 2016 Fair Value Level 1 Level 2 Level 3 Series B warrant liability — — — — Derivative liability $ 2,598,076 — — $ 2,598,076 2015 Fair Value Level 1 Level 2 Level 3 Series B warrant liability 35,764 — — 35,764 Senior convertible note and warrant liability 2,118,156 — — 2,118,156 $ 2,153,920 $ — $ 2,153,920 |
Public offering of common stock
Public offering of common stock, Series A warrants and Series B warrants | 12 Months Ended |
Dec. 31, 2016 | |
Public Offering Of Common Stock Series Warrants And Series B Warrants | |
Public offering of common stock, Series A warrants and Series B warrants | Note 4 - Public offering of common stock, Series A warrants and Series B warrants Effective October 29, 2014, the Company consummated an underwritten public offering consisting of 133.93 shares of common stock (“Common Stock”), together with Series A warrants to purchase 133.93 shares of its Common Stock (“Series A Warrants”) and Series B warrants to purchase 4,687.5 shares of its Common Stock (“Series B Warrants”) for gross proceeds to the Company of approximately $6.1 million and net proceeds of $5.5 million. The public offering price for each share of Common Stock, together with one Series A Warrant and one Series B Warrant, was $45,500. The Series A warrants may be exercised for a period of five years and the Series B warrants may be exercised for a period of 15 months. In connection with the offering, the Company granted to the underwriter a 45-day option to acquire up to 20 additional shares of Common Stock and/or up to 8,036 additional Series A Warrants and/or up to 281,250 additional Series B Warrants. As a result of the July 14, 2015 1-for-35 reverse split, the exercise price of the Series A warrants is $113.75 per share. The Series A Warrants were not subject to the July 15, 2016 1-for-400 reverse split and The Series B warrants were not subject to the 1 for 35 or the 1 for 400 reverse stock splits. The Company also closed on the underwriter’s exercise of the over-allotment option on the Series A Warrants and the Series B Warrants. The Company’s Common Stock and Series A Warrants were listed on the Nasdaq Capital Market under the symbols “AXPW” and “AXPWW”, respectively, until February 2016, when both issues were removed to the OTCQB under the same trading symbols. On June 15, 2015, as the result of an agreement with the holders of the Company’s Series A warrants and Series B warrants, the Company adjusted the terms of the Series A warrants so that the exercise price was reduced to $.50, which number was changed to $17.50 as a result of the Company’s July 14, 2015 1-for -35 reverse stock split. Accounting for the Series B Warrants Pursuant to ASC 815-40, due to the net settlement terms included in the Series B Warrants, which requires an increased number of shares to be issued if the price of the Company’s common stock falls, the Company determined that the Series B Warrants were not indexed to the Company’s own stock and must be recognized separately as a derivative liability in the consolidated balance sheet, measured at fair value and marked to market each reporting period. On April 26, 2016, 10,000 Series B warrants were exercised and 29 shares of the Company’s common stock were issued. The remaining 24,521 unexercised Series B warrants expired on April 29, 2016. As of December 31, 2016, all Series B warrants had either been exercised or expired. At December 31, 2015, the fair value of the Series B Warrant was estimated to be $35,764. Using the Monte Carlo simulation model to calculate the mark to market valuation at December 31, 2015, the following key assumptions were used in determining the fair value: (i) expected life 1 month, (ii) volatility of 50.0%, (iii) risk free interest rate of 0.14%, (iv) dividend rate of zero, (v) stock price of $0.93, and (vi) exercise price of $1.0463. The following table rolls forward the fair value of the Company’s warrant liability, which is determined by level 3 inputs for the year ended December 31, 2016 The change in the fair value of the Series B warrant liability is as follows: Fair Value Series B warrant liability, January 1, 2015 $ 2,930,335 Reclassification of Derivative Liability for Series B warrants exercised (3,500,126 ) Revaluation of remaining Series B warrants 605,555 Series B warrant liability, December 31, 2015 35,764 Revaluation of remaining Series B warrants (35,764 ) Series B warrant liability, December 31, 2016 $ — Bridge Notes On August 7, 2015, the Company entered into a securities purchase agreement (“Bridge Agreement”) with several accredited investors, including one director of the Company (each, a “Bridge Investor”) pursuant to which it sold $600,000 principal amount of Senior Convertible Notes (“Bridge Notes”) to the Bridge Investors. The transaction was approved by the Company’s Board of Directors on August 5, 2015. The Bridge Notes carried an original issue discount of 15% so that the gross amount of proceeds to the Company (before expenses) was $510,000. The Bridge Notes bore interest at the rate of 12% per annum, and the interest was payable in cash upon repayment of the Bridge Notes or in shares of the Company’s common stock upon conversion of the Bridge Notes. The Bridge Notes had a term of 90 days from the date of issuance. The holders of the Notes were issued one five-year warrant (“Bridge Warrants”) for each $1.00 of principal amount of the Bridge Note invested (510,000 warrants in total). Each Bridge Warrant has an exercise price of $1.75 per share. The Bridge Agreement, Bridge Notes and Bridge Warrants contain other terms and provisions which are customary for a transaction of this nature, including standard representations and warranties and events of default. The transaction was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D, as promulgated thereunder. The fair value of the warrants issued in conjunction with the Bridge Notes is $257,550 in the aggregate and was calculated using the binomial option model with the following assumptions: (i) expected life of 5 years, (ii) volatility of 100%, (iii) risk free interest rate of 1.59% and (iv) dividend yield of zero. The conversion feature of the Bridge Notes and the related warrants were determined not to be derivative instruments, in accordance with the guidance in ASC Topic 470-20 Debt with conversion and Other Options On November 5, 2015, $363,530 of principal and accrued and unpaid interest of the Company’s Bridge Notes was exchanged for an additional note in the principal amount of $363,530 with the same terms as the convertible notes issued in its November 5, 2015 private placement of notes and warrants, and an additional 443,328 warrants were issued with the same terms as the warrants issued in the November 5, 2015 private placement. On November 10, 2015, the Company paid $235,294 in principal and $7,074 in interest to settle a portion of the Bridge Notes. The remaining balance at December 31, 2016 and 2015 related to the Bridge Notes was $0.00 and $11,765, respectively. The final $11,765 in principal and $588 in interest with respect to the August 2015 Bridge Notes was paid on January 7, 2016. The fair value of the warrants and the beneficial conversion feature were recorded as a debt discount and were amortized over the life of the Bridge Notes. As of December 31, 2016, the debt discount and beneficial conversion feature have been fully amortized. Certain of the Company’s machinery and equipment are secured by the Pennsylvania Department of Community and Economic Development in relation to the Machinery and Equipment Loan Fund financing. The loan proceeds of $776,244 were received by us on September 14, 2009. The balance owed on the loan at December 31, 2016 and 2015 is $31,526 and $123,663, respectively, which bears interest at a rate of 5.25% and matured on October 1, 2016. The final payment to Pennsylvania Department of Community and Economic Development in the amount of $29,574 was made by the Company on January 9, 2018. Notes with Landlords The Company’s two landlords agreed to extend the payment date of an aggregate $291,975 due in lease payments until December 31, 2015. At December 31, 2015, the Company renegotiated the repayment of the Notes with the landlords. At that time the Company made payment of $67,000 to Becan Development, the landlord for its Greenridge facility, which included $54,375 of principal and $12,625 of accrued interest. The remainder of the note was extended into four monthly installments of $25,000 plus accrued interest, commencing on January 1, 2016 and concluding on April 1, 2016. The negotiation with S&S Partnership, the landlord for the Clover Lane facility, resulted in an agreement to pay back the note in eight equal installments commencing January 1, 2016 and concluding on August 1, 2016. The monthly payments of $18,125, consisting of $17,200 of principal and $925 of accrued interest. During the year ended December 31, 2016, the balance of these notes was settled. As of April 1, 2016, the Company has moved from the Greenridge facility as planned and consolidated to the Clover Lane facility. As of December 31, 2016, and 2015, the balance of these notes amounted to $0.00 and $237,600, respectively. Description of the 2015 Private Placement On November 4, 2015, the Company entered into a financing transaction for the sale of convertible notes and warrants for gross proceeds of $9,000,000. Upon closing, which occurred on November 5, 2015, the Company received cash proceeds of $1,850,000 and deposit of an additional $7,150,000 into a series of control accounts in the Company’s name. Under the original terms of the notes, the Company is permitted to withdraw funds from its control accounts (i) in connection with certain conversions of the notes or (ii) otherwise, as follows: $1,000,000 on each 30-day anniversary of the commencing on the 30 th The Company received approximately $1.7 million in net proceeds at closing, which occurred on November 5, 2015, after deducting placement agent’s fee of $138,750. Offering expenses, other than the placement agent’s fee, were approximately $100,000, which were paid out of proceeds at closing. At each release of funds starting on May 6, 2016, the Company was to receive approximately $925,000 in net proceeds, after deducting placement agent’s fee of $75,000, if equity conditions (certain stock price and volume and other conditions set forth in the loan documents from November 5, 2015) 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 the Company on May 6, 2016. Further, the waiver and amendment (i) waives equity conditions for the Company’s ability to make all installment and pre-installment payments in stock through May 6, 2017, and (ii) reduces the pre-installment and installment conversion prices to 75% of an average vwap price over the five trading days preceding the date of issuance. In June of 2016 an additional $355,000 was released. In the third quarter of 2016 and subsequently, the Company received the following releases from the control accounts as follows: August $305,389, September $305,389 and October $288,889. 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. As a result of the “rollover” of $363,530 of principal amount and accrued and unpaid interest of the August 2015 Bridge Notes, on November 10, 2015, an additional note in the principal amount of $363,530 of notes, and an additional 443,328 warrants were issued to replace the rolled over Bridge Notes. The $9,363,530 of total outstanding principal on November 10, 2015 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. Additionally, a portion of the outstanding amount is 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. Subsequent to May 1, 2016, the rate is 75% of the fair value. On the 23rd date prior to any installment date, shares to be 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 pre-installment date, a number of shares equal to the number to be delivered on the installment date less the number of shares delivered on the pre-installment 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. 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 December 31, 2015, the following key assumptions were utilized in both the valuations of the notes and warrants as follows: (i) risk free interest rate 0.66%, (ii) credit spread break point $0.72 (iii) credit spread 90%, (iv) volatility 53%, (v) stock price $168, (vi) negotiation discount 90.7%. Using the Binomial Tree model, to calculate the mark to market value at December 31, 2016, the following key assumptions were utilized in both the valuations of the notes and warrants as follows: (i) spot price $0.0139, (ii) maturity date: December 31, 2018, (iii) maximum exercise price $492, (iv) exercise period starting from valuation dates, (v) volatility of 300%, (vi) coupon interest of 18% per year, (vii) dividend yield $0.00. 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, November 5, 2015 $ 2,058,894 Revaluation of Private Placement Derivative liability 59,262 Private Placement Derivative liability December 31, 2015 2,118,156 Change in derivative valuation loss 479,920 Private Placement derivative liability December 31, 2016 $ 2,598,076 Securities Purchase Agreement The notes and warrants were issued pursuant to the terms of a Securities Purchase Agreement among the Company 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 the Company. Notes Ranking The notes are senior unsecured obligations of the Company. 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. The notes mature on the fourteen-month anniversary of the issuance date (January 5, 2017) and are therefore already in their default state. 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 the Company elects 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 the Company’s common stock at a fixed conversion price, which is subject to adjustment as described below. The notes are initially convertible into shares of the Company’s common stock at the initial price of $492 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 The Company has agreed to make amortization payments with respect to the principal amount of each note in shares of the Company’s common stock, subject to the satisfaction of certain equity conditions, or at the Company’s 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 is at 85% of the market price based upon a variable weighted average price formula. As a result of the amendment agreements entered into by the Company 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 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 affect 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 the Company, 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 the Company’s common stock within certain time periods; (ii) failure to make payments when due under the Notes; and (iii) bankruptcy or insolvency. If an event of default occurs, each holder may require the Company 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 the Company from entering into specified transactions involving a change of control, unless the successor entity assumes in writing all of the Company’s 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 the Company 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 of 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 the Company’s 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, the Company 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, the Company filed a registration statement on Form S-1 to register the Registrable Securities, and as a result of comments received from the SEC, the Company withdrew this original S-1 on January 21, 2016. Subsequent to the withdrawal of the original S-1, the Company 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 the Company), the Company may not make any payments to Affiliates other than (i) up to $11,800 to repay, in full, that certain bridge note issued by the Company 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 the Company) 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.” ● The Company no longer has the obligation to obtain shareholder approval for the issuance of securities with respect to the private placement as the Company is moving its 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, the Company’s 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) the Company’s receipt of a notice by the Holder electing to affect a release of any Restricted Principal to the Company, (iii) on the date of execution of the certain Amendment Agreements, dated January 28, 2016, by and among the Company 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 10,735,296 shares of the Company’s common stock which may be issued upon conversion of up to $3.65 million principal amount of the notes and 966,178 shares of the Company’s 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 the Company 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, 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.” 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 $420 of Restricted Principal returned, the principal amount of the Note shall be reduced by $400. The Waivers became effective on August 8, 2016 upon entry into waivers by all of the Holders, individually, with the Company. Warrants The warrants entitle the holders of the warrants to purchase, in aggregate, 28,547 (27,439 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 the Company’s common stock. The warrants will expire November 5, 2017. The Warrants are initially exercisable at an exercise price equal to the lower of $516 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 effectiv |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2016 | |
Component of Operating Income [Abstract] | |
Other Income | Note 5 – Other Income For the year ended December 31, 2015, the Company recognized $401,737 in other income. The Company also sold various zero value equipment, as well as use of the “Turbo Start” trademark for $420,000. For this transaction, the Company received $255,000 and a note receivable of $165,000. Net gain on this sale which included $32,000 in inventory and related commissions was $367,687. The Company then sold additional zero value equipment with a gain of $34,050. This note receivable is being paid to the Company over an eight-month period commencing January 15, 2016 and for seven subsequent months thereafter at the rate of $15,000 per month. In addition, the Company recognized a gain on deposit for the nonrefundable $250,000 earnest money deposit made by LCB International, Inc. to the Company as a result of the June 15, 2015 letter of intent between the parties. For the year ended December 31, 2016, the Company recognized $29,651 as other income related to the gain on sale of disposition of assets. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Going Concern [Abstract] | |
Going Concern | Note 6 – Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. At December 31, 2016 the Company’s working capital was negative $7.9 million. The financial resources of the Company will not provide sufficient funds for the Company’s operations beyond the second quarter of 2018, as those operations currently exist. Subsequent funding will be required to fund the Company’s ongoing operations, working capital, and capital expenditures beyond the second quarter of 2018. 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. Furthermore, the Company has no current customers for its products, and if it does not meet conditions to pay back principal and interest due on its 2015 Senior Notes in stock, it would be obligated to make repayment in cash, and it does not have the ability to do so. The 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. |
Stockholders' deficiency
Stockholders' deficiency | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Deficit | |
Stockholders' deficiency | Note 7 – Stockholders’ deficiency Authorized Capitalization: Common Stock: Preferred Stock: Warrants: 2016 2015 Shares Weighted Weighted Shares Weighted Weighted Outstanding January 1 12,582,352 $ 1.85 1.97 2,223,284 $ 114.15 5 Granted — — — 12,480,797 1.35 5 Exercised (10,000 ) 45,500 — (2,121,729 ) — — Lapsed (24,521 ) 45,500 — — — — Outstanding December 31 12,547,831 617.52 0.97 12,582,352 1.85 — Weighted average years remaining 0.97 — — 1.97 — — As of December 31, 2016, and 2015, there are 0 and 34,521 warrants classified as derivative liabilities relating to the public offering of common stock that occurred on October 29, 2014. Each reporting period the warrants are re-valued and adjusted through the captions “change in value of Series B warrants, loss “and” senior warrants loss(gain)” on the consolidated statements of operations and comprehensive loss. In addition, as of December 31, 2016 and 2015, there were 11,967,716 warrants (of which 548,780 were issued to the placement agent) classified as derivative liabilities relating to the warrants issued in conjunction with the $9,000,000 principal amount of 2015 senior convertible notes. There were no cash proceeds from exercise of the Series B warrants as these were exercised using a cashless exercise provision contained therein. |
Stock Based Equity compensation
Stock Based Equity compensation | 12 Months Ended |
Dec. 31, 2016 | |
Equity Compensation | |
Stock Based Equity compensation | Note 8 – Stock Based Equity compensation Incentive Stock Plan Approved by Stockholders: Independent Directors’ Stock Option Plan Approved by Stockholders: The option price of the stock subject to each option is required to be the fair market value of the stock on its date of grant. Options generally expire on the fifth anniversary of the date of grant. Any option granted under the plan shall become exercisable in full on the first anniversary of the date of grant, provided that the eligible director has not voluntarily resigned or been removed “for cause” as a member of the Board of Directors on or prior to the first anniversary of the date of grant (qualified option). Any qualified option shall remain exercisable after its first anniversary regardless of whether the optionee continues to serve as a member of the Board. The following tables provide consolidated summary information on the Company’s non-qualified stock option activity for the years ended December 31, 2016 and 2015. 2015 Weighted Average All Plan and Non-Plan Compensatory Options: Number of Exercise Fair Value Remaining Aggregate Options outstanding at January 1, 2015 10 $ 552,700 $ 202,160 5.7 $ — Granted 32 14,000 6,000 5.4 — Exercised — — — — — Forfeited or lapsed (4 ) 484,200 221,912 — — Options outstanding at December 31, 2015 38 $ 104,500 $ 34,832 4.9 $ — Options exercisable at December 31, 2015 25 $ 151,900 $ 48,540 4.4 $ — 2016 Weighted Average All Plan and Non-Plan Compensatory Options: Number of Exercise Fair Value Remaining Life Aggregate Options outstanding at January 1, 2016 38 $ 104,500 $ 34,832 4.9 $ — Granted — — — — — Exercised — — — — — Forfeited or lapsed (2 ) 516,888 175,459 — — Options outstanding at December 31, 2016 36 $ 88,432 $ 26,374 4.2 $ — Options exercisable at December 31, 2016 29 $ 103,830 $ 29,437 3.6 $ — The following table summarizes the status of the Company’s non-vested options: Shares Fair Value Options subject to future vesting at December 31, 2015 13 $ 8,756 Options granted — — Options forfeited or lapsed (2 ) 516,888 Options vested (4 ) 8,125 Options subject to future vesting at December 31, 2016 7 $ 8,869 On January 1, 2015 the Company issued 13 options to two directors upon being elected to the Board. These options will vest equally over a three-year period. The options were valued using the Black-Scholes method of valuation using: (i) risk free interest rate of 1.1%, (ii) volatility of 63%, (iii) dividend rate of zero, (iv) exercise price of $14,000 and (v) expected 5-year life. The value of these options was $111,888 and will be expensed over their three-year term. On January 20, 2015, the Company granted a total of 19 options to six key employees. The options were valued using the Black-Scholes method of valuation using: (i) risk free interest rate of 0.85%, (ii) volatility of 67.1%, (iii) dividend yield of zero, (iv) exercise price of $14,000 and (v) expected 5-year life. These options vested at the date of grant. The Company recognized expense of $79,537 during 2015 related to these options. As of December 31, 2016, there was $37,296 of unrecognized compensation related to non-vested options compared to $95,657 at December 31, 2015. The Company expects to recognize the cost during the year ended December 31, 2017. The Company has recognized $45,279 and $258,009 in non-cash compensation expense for the years ended December 31, 2016 and 2015, respectively. |
Earnings_Loss Per Share
Earnings/Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings/Loss Per Share | Note 9 – 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 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 year ended December 31, 2016, the Company would have added 432,886,278 of common equivalent shares to the weighted average shares outstanding to compute the diluted weighted average shares outstanding. If the Company had generated earnings during the year ended December 31, 2015, the Company would have added 65,040 of common equivalent shares to the weighted average shares outstanding to compute the diluted weighted average shares outstanding, excluding unexercised Series B warrants. The Company had unexercised Series B warrants of 34,521 outstanding at December 31, 2015. The remaining unexercised outstanding 34,521 Series B warrants would have added 38,837 common shares as permitted by the amendment to the original warrant agreement. The following table sets forth the computation of basic and diluted loss per share on a GAAP basis: For the Years Ended December 31, 2016 2015 Basic and diluted loss per share Net loss available to common stockholders (numerator) $ (10,557,685 ) $ (7,389,744 ) Weighted-average common shares outstanding (denominator) 23,957,757 6,376 Basic and diluted loss per common and common equivalent share $ (0.44 ) $ (1,158.94 ) For periods in which there is income, certain securities would be antidilutive to the diluted earnings per share calculation. The following table summarizes antidilutive securities that would be excluded from the computation of dilutive loss per share: 2016 Outstanding share-based compensation awards — Stock options 29 Warrants 31,370 Assumed conversion of Convertible Notes 432,854,879 |
Income Tax Expense (Benefit)
Income Tax Expense (Benefit) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes Expense (Benefit) | Note 10 – Income Tax Expense (Benefit) A summary of the components giving rise to the income tax expense (benefit) for the years ended December 31, 2016 and 2015 is as follows: 2016 2015 Current income tax expense: Federal $ — $ — State — — Foreign — — $ — $ — Deferred income tax expense (benefit): Federal $ (2,093,845 ) $ (2,873,158 ) State (402,388 ) (385,114 ) Foreign — 254,464 Total deferred tax (2,496,233 ) (3,003,808 ) Less increase in valuation allowance 2,496,233 3,003,808 Net deferred tax $ — $ — Total income tax expense (benefit) $ — $ — Individual components giving rise to the deferred tax asset are as follows: 2016 2015 Future tax benefit arising from net operating loss carryforwards $ 31,275,000 $ 31,209,000 Future tax benefit arising from available tax credits 816,000 1,201,000 Future tax benefit arising from options/warrants issued for services 1,449,000 1,433,000 Other 1,789,000 1,347,000 Total future tax benefit 35,329,000 35,190,000 Less valuation allowance (35,329,000 ) (35,190,000 ) Net deferred tax $ — $ — The components of pretax loss are as follows: 2016 2015 United States $ (6,158,368 ) $ (7,389,744 ) Foreign — — $ (6,158,368 ) $ (7,389,744 ) The Company has net operating loss carry forwards of $77,000,000 and $2,800,000 available to reduce future income taxes in United States and Canada, respectively. The United States carry forwards expire at various dates between 2024 and 2035. The Canadian loss carry forwards expire at various dates between 2016 and 2033. The Company also has generated Canadian tax credits related to research and development activities. The credit, amounting to $734,000 U.S. Dollars, is available to offset future taxable income in Canada and expires at various dates between 2024 and 2027. The Company has adopted FASB ASC 740, which provides for the recognition of a deferred tax asset based upon the value certain items will have on future income taxes and management’s estimate of the probability of the realization of these tax benefits. The Company has determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against the entire net deferred tax asset, due to equity transactions that have occurred, the utilization of NOL carry forwards may be subject to further change in control limitations that generally restricts the utilization of the NOL per year. The reconciliation of the United States statutory federal income rate and the effective income tax rate in the accompanying Consolidated Statements of Operations for the years ended December 31, 2016 and 2015 is as follows: 2016 2015 Statutory U.S federal income tax rate (34.0 )% (34.0 )% State taxes, net (6.5 )% (5.2 )% Foreign currency fluctuation 0.0 % 3.4 % Revaluation of derivatives 3.3 % 3.1 % Debt discount amortization 9.6 % 4.5 % Change in valuation allowance 27.6 % 28.2 % Effective income tax rate 0.0 % 0.0 % The Company adopted the provisions of FASB ASC 740-10 “Income Taxes” on January 1, 2008. As the result of the assessment, the Company recognized no material adjustments to unrecognized tax benefits. At the adoption date of January 1, 2008 and as of December 31, 2016, the Company has no unrecognized tax benefits. By statute, tax years ending December 31, 2011 through 2016 remain open to examination by the major taxing jurisdictions to which the Company is subject. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 – Related Party Transactions During the year ended December 31, 2016, the Company engaged the services of a marketing firm to provide branding and web site development at a cost of $153,483. The principal of this firm is the Company’s Chief Executive Officer’s brother in law; however, neither the Chief Executive Officer nor his immediate family has any direct or indirect interest in the marketing firm. At December 31, 2016, there is no balance due to this firm in the Company’s accounts payable balance. At December 31, 2016, the Company’s accounts payables balance included $59,593 of related party transactions which were for consulting fees associated with the previous CEO. At December 31, 2015, the Company’s accounts payable balance included $118,126 of related party transactions. Of those transactions, $91,224 was for consulting fees associated with the previous CEO and the interim CEO, $17,290 for director related meeting fees, $7,500 in commission on the sale of equipment and $2,112 in employee related travel expense reimbursement. |
Commitments and Contingencies,
Commitments and Contingencies, Concentrations and Significant Contracts | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies, Concentrations and Significant Contracts | Note 12 – Commitments and Contingencies, Concentrations and Significant Contracts On March 28, 2010, the Company renewed its commercial lease for existing space at its manufacturing plant, located at 3601 Clover Lane, in New Castle, Pennsylvania. The Clover Lane facility lease was terminated February 16, 2018 six weeks prior to the scheduled termination date per the lease agreement of March 31, 2018. On December 28, 2015, we entered into a lease agreement for four months beginning January 1, 2016. The rental amount of this agreement is $15,000 per month. Following the four-month period, the Company moved its offices to the Clover Lane facility, but continued to rent warehouse space from May through October 2016 at a cost of $820.21 monthly. Rent expense for both facilities was $290,721 and $437,964 for the years ended December 31, 2016 and 2015, respectively. The Company entered into a twelve month agreement with an individual commencing April 19, 2014 and ending April 18, 2015. The agreement was then extended through September 2, 2015. The individual was paid a minimum of $8,000 per month for a total of $90,600 in 2015. On January 28, 2015 the Company announced a strategic marketing, sales and reselling agreement with privately owned Portland OR-based Pacific Energy Ventures LLC, a technology and project development firm specializing in the renewable energy and energy storage sectors, which was terminated in March 2016 and effective 120 days thereafter. A total of $60,000 was paid to Pacific Energy Ventures during the term of the agreement. with all payments being made in 2015, which will be credited against any 10% commissions due and payable under the agreement. Any fees due on any contracts which are brought forward as of this date are payable as set forth in the agreement. On October 6, 2015, the Company entered into an agreement with Phoenix Capital Resources to provide services in identifying opportunities to partner with or to obtain investors to assist in the development of renewable energy or energy storage projects. The fees for the services were a $30,000 non-refundable fee followed by an additional $30,000 made in a series of installments. At the time of consummation of any such transaction, the Company was obligated to pay Phoenix a fee equal to the greater of a) $200,000 (“Minimum Fee”), or b) four percent (4.0%) of a Transaction Value up to $5,000,000, plus; five percent (5.0%) of a Transaction Value between $5,000,000 and $7,500,000, plus six percent (6%) of a Transaction Value between $7,500,000 and $10,000,000, plus seven percent (7.0%) of a Transaction Value between $10,000,000 and $12,500,000, plus eight percent (8%) of a Transaction Value between $12,500,000 and $15,000,000, plus (9) percent of a Transaction Value between $15,000,000 and $17,500,000, plus ten percent (10.0%) of a Transaction Value greater than $17,500,001 (the “Transaction Fee”). There have been no transaction fees earned as of the date of this filing. As of March 31, 2016, the Company terminated its agreement with Phoenix except with respect to the consummation of a contract with the U.S. Navy, for which it would get paid fees as described should a transaction be consummated. As of December 31, 2015, no further fees were owed. On October 15, 2015, the Company filed an Interconnection Application with PJM Interconnection and submitted a fee of $15,000. Upon notification of acceptance, a feasibility study was submitted on February 28, 2016 and a payment in the amount of $10,000 was made on March 18, 2016. The Company terminated this project on December 1, 2016. Concentration of Business Transacted with One Customer Executive Employment Agreements: Effective as of April 1, 2013, the Company entered into an Executive Employment Agreement (“Agreement “) with Philip S. Baker as its Chief Operating Officer. Under the terms of the Agreement, which has a term of three years, Mr. Baker receives an annual salary of $199,800, which is subject to review annually, an annual stipend of $19,980, an annual bonus as determined by the Compensation Committee of the Board of Directors, and an annual car allowance of $6,000. On April 1, 2013, Mr. Baker was granted a five-year option to purchase 12 shares of our common stock with an exercise price of $30,000 per share, 1 option vested on April 1, 2010, and, beginning in June, 2010, 1 option vested ratably through the remaining 34 months of his contract. Effective as of November 1, 2014, the Company entered into an Executive Employment Agreement (“Agreement “) with Charles R. Trego as its Chief Financial Officer. Under the terms of the Agreement, which has a term of two years, Mr. Trego received an annual salary of $225,000, an annual stipend of $22,500 on the first and second anniversaries of the date of the Executive Employment Agreement, respectively, if he is still employed by the Company in such capacity on the first anniversary date, and on the second anniversary date, if he has an agreement to continue as the Chief Financial Officer of the Company for at least six months subsequent to the second anniversary date, an annual car allowance of $7,500. Mr. Trego resigned as CFO on October 1, 2015, and thus his contract was terminated as of that date. The stipend was due on October 31, 2015 in the amount of $22,500, but was paid early as recognition for his years of service to the Company. On March 31, 2015, Axion Power International, Inc. accepted the resignation of Vani Dantam, Vice President of Sales and Marketing. In May 2015, $32,250 of the December 2014 deferred salaries was paid to the Estate of Mr. DiGiancinto (Axion’s Former CEO who died in January 2015). The remainder of the deferred amount has not been paid due to a covenant with the Company’s existing November 2015 investors to not repay such amounts until June 2016. At December 31, 2016 and 2015, the total amount of the deferrals was $159,297 and $104,992, respectively. The Company has no retirement plans or other similar arrangements for any directors, officers or employees, other than a non-contributory 401(k) plan. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2016 | |
Inventory | |
Inventory | Note 13 – Inventory A summary of inventory at December 31, 2016 and 2015 is as follows: 2016 2015 Raw materials $ 140,276 $ 363,559 Work in process — 421,732 Finished goods 324,920 34,581 Inventory obsolescence reserves (465,196 ) (540,037 ) $ — $ 279,835 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property And Equipment | |
Property and Equipment | Note 14 – Property and Equipment A summary of property and equipment at December 31, 2016 and 2015 is as follows: Estimated useful 2016 2015 Machinery and equipment 3-22 years $ 3,849,977 $ 3,846,567 Less accumulated depreciation (2,363,267 ) (2,074,926 ) Less impairment of assets (1,183,962 ) — Net $ 302,748 $ 1,771,641 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events The Company has analyzed its operations subsequent to December 31, 2016 through July 12, 2018, the issuance date of the financial statements, and noted the following subsequent events: On January 16, 2017, Fengfan Co. Ltd (“Fengfan”) failed to provide their pledged funding commitment to Axion noted in the October 31, 2016 non-binding tri-party letter of intent to execute the final definitive tri-party agreement (between Axion Power International, Inc., Fengfan Co., and LCB International Inc.) and to begin paying Axion approximately $875,000 per quarter for the right to use Axion’s intellectual property in the Peoples Republic of China. This failure to adhere to the pledged financial payment provisions to Axion, noted in the October 31, 2016 letter of intent, plus Fengfan’s failure to honor the first pledged $250,000 installment in December 2016, per the letter of intent, has forced Axion into a significant and critical cash crisis. On February 26, 2017, the Chairman of Fengfan and six Senior Fengfan Engineers visited Axion Headquarters in New Castle, PA and toured Axion’s manufacturing operations. The Chairman of Fengfan, in his comments to Axion management, renewed Fengfan’s pledge to honor the October 2016 letter of intent. On March 8, 2017, the Company issued an 8-K noting the resignation of Ms. Danielle Baker as the Company’s Principal Accounting Officer and that Mr. Richard Bogan, the Company’s Chief Executive Officer and Chairman, will act as the Chief Financial Officer on an interim basis. On March 31, 2017, the Company issued an 8-K detailing Axion’s severe cash crisis and SEC Form 15 “Notice of Late Filing” of the 2016 10K. On April 4, 2017, the Company received notice from OTC Markets that it would be removed from the OTCQB and since then its stock has traded on the OTC Pinksheets. On April 12, 2017, the Company’s Board of Directors retained the services Mr. Michael J. Henny, Esquire, Pittsburgh, PA to advise the Board on all matters dealing with corporate bankruptcy. Legal fees paid to date are $13,335. In April 2017, the Company sold a portion of its testing equipment, for $76,000, to a third party. On May 23, 2017, the Company, Fengfan & LCB International Inc. executed a revised tri-party letter of intent, in which Fengfan pledged to make installment payments to Axion of $5 million over 2 years (consisting of $2.75 million for the exclusive rights to Axion’s IP in the People’s Republic of China (a $250,000 cash payment from LCB in June 2015 was retroactively applied to the stated $3 million for the IP in China) and $2 million over the 2 years for Axion’s technology transfer sharing consulting and an annual 2% Royalty payment of at least $1 million per year on net sales of PbC batteries sold by Fengfan). To date, other than the $250,000 described below, Fengfan has made no express commitments to the Company or responded as to the Company’s numerous and specifically identified definitive steps to move forward with the transaction. On June 14, 2017, the Company received Fengfan’s first pledged payment of $250,000, in compliance with the revised May 2017 letter of intent. The Company believed, at that time, that the parties would continue a strong joint collaborative effort to move quickly toward a final and definitive agreement to formalize the joint co-development relationship of the Company’s PbC technology in applications within China and surrounding areas. On June 30, 2017, Mr. Chuck Trego resigned from the Company’s Board of Directors. On July 5, 2017, the Company contracted with the CFO Squad to be provide management with general accounting and tax services. Fees paid to date are $52,456. On July 14, 2017, the Company shipped to Fengfan’s manufacturing headquarters in Baoding, China, fifteen GEN III PbC Batteries and 500 PbC carbon electrodes for testing consistent with the revised May 2017 letter of intent. On August 1, 2017, Mr. Don Farley resigned from the Company’s Board of Directors. On August 14, 2017, the Company’s Chief Engineer traveled to Fengfan’s manufacturing headquarters in Baoding, China to begin the partnering and co-development work of a GEN IV PbC Battery envisioned in the revised May 2017 letter of intent. On August 15, 2017, the Company received a complaint from six former hourly employees claiming the Company owed them collectively $35,445 for unpaid severance. The Company retained the services of Mr. Peter Horne, Esquire, New Castle, PA to defend the Company. Legal fees paid to date are $4,925. On October 31, 2017 the District Court found in favor of the Company and denied the former hourly employee’s claim. On November 18, 2017, three of the six former hourly employees (claiming severance of $22,500) appealed the Court’s decision. On April 13, 2018 the Court of Common Pleas of Lawrence County found in favor of the Company and denied the three former hourly employees’ claims. On April 17, 2018 these three former hourly employees filed a Motion for Leave of the Court so as to Amend their complaint. On June 15, 2018, by Order of the Court, the Plaintiffs’ motion to amend their complaints was granted. The Plaintiffs have 30 days in which to file their amended complaints. On July 6, 2018, the Court of Common Pleas of Lawrence County, PA., accepted the Plaintiffs’ amended complaint. The Company has twenty (20) days to respond. On August 31, 2017, the Company signed a Securities Purchase Agreement to sell Series B convertible preferred shares to multiple buyers and raised $400,000 from four institutional investors which had previously invested in the Company. The 465 convertible preferred shares were authorized by the Company’s Board of Directors and an amendment to its Certificate of Incorporation was filed in Delaware on or about August 30, 2017. The Series B preferred shares vote alongside the Company’s common stock with each shares entitled to the whole number of votes equal to the number of shares of Common Stock equal to the Conversion Amount of the Preferred Shares then held by such holder; divided by $0.0080, provided however that the amount of votes held through any voting securities of the Corporation, including the Series B Preferred Stock, by any Holder, together with such Holder’s Attribution Parties, shall not exceed 9.99% of the voting power of the Company. The shares of Series B preferred stock are convertible into common stock at the stated value per share of $1,000 plus any late charges divided by a conversion price of $0.008 per share. The preferred stock contains standard provisions for full ratchet antidilution and the like. The Series B preferred stock is senior in terms of ranking to any other series of preferred stock of the Company and shall be paid in full in terms of a liquidation before any payment with respect to any junior preferred or common stock. The Company also agreed to make payments of 25% of all cash proceeds to the purchasers of the Series B preferred stock up to the purchase price of the preferred stock and any late fees thereon. On September 5, 2017 the Company retained the services of Stratiqa, Inc., New York, NY to provide management with an analysis of the Company’s 2016 year-end derivative liability resulting from the November 5, 2015 financing agreement. Fees paid to date $15,000. On September 12, 2017 the Company retained the Independent Audit Firm RBSM, LLP, New York, NY to conduct the Company’s Year-End 2016 Independent Audit. Audit Fees paid to date are $25,000. On September 29, 2017, in accordance with the revised May 2017 letter of intent the Company issued a detailed statement of work in the form of an engineering services agreement (“ESA”) for Fengfan’s executive management’s approval and execution. The ESA specifies Fengfan to make two $250,000 payments to Axion in November 2017 and January 2018 to accelerate the co-development of a viable GEN IV PbC Battery in the People’s Republic of China. The ESA was an interim document which included key components contained in the revised May 2017 letter of intent. On November 1, 2017, Fengfan executive management failed to execute the ESA and make the anticipated first of two $250,000 payments. Accordingly, co-development work of a viable GEN IV PbC battery ceased. As a result, Axion’s financial position continued to worsen. On January 5, 2018, Fengfan’s Chief Engineer informed the Company that Fengfan executive management are internally challenged to make their decision to execute the ESA. No investment or co-development funds were received from Fengfan. Communication from Fengfan has become very sporadic. The Company expects a clear indication of Fengfan’s intentions by the end of July 2018. Absent Fengfan’s clear and positive answer – in July 2018 - with respect to building a positive collaborative partnership going forward and their absolute commitment to provide Axion the agreed to funding, the Company will be forced to conclude its remaining operations and wind down its affairs. On January 8, 2018, the Company initiated plans to individually sell or auction all its obsolete manufacturing equipment and inventory at its Pennsylvania facility. On January 9, 2018, the Company made its final payment in the amount of $29,574 to the Pennsylvania Department of Community and Economic Development in relation to the Machinery and Equipment Loan Fund financing On February 15, 2018, the Company closed a private sale to a third party of a portion of its obsolete equipment and raw material inventory for net proceeds of $250,000. On February 16, 2018, the Company’s landlord terminated Axion’s lease agreement for the 3601 Clover Lane facility six weeks prior to the lease contracted termination date of March 31, 2018. On March 1, 2018, the Company closed its public auction to sell additional obsolete equipment and raised net proceeds of $148,564.86. During 2018, the Company reimbursed certain of its institutional lenders in the amount of $100,000. |
Correction of Errors in Previou
Correction of Errors in Previously Reported Consolidated Financial Statements (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Correction Of Errors In Previously Reported Consolidated Financial Statements | |
Correction of Errors in Previously Reported Consolidated Financial Statements (Unaudited) | Note 16 – Correction of Errors in Previously Reported Consolidated Financial Statements (Unaudited) We identified errors in our previously issued financial statements for the interim periods prior to December 31, 2016 related to the recognition of extinguishment loss on the November 2015 senior notes conversions. We assessed the materiality of these errors in accordance with the U.S. Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), using both the rollover method and the iron curtain method, as defined in SAB 108, and concluded the errors, including other adjustments discussed below, were immaterial to prior periods. After performing the quantitative and qualitative materiality assessments, the Company assessed the materiality of the misstatements and concluded that the errors should not be viewed as significant or otherwise influence the judgment of a reasonable investor relying on any of the previously issued financial statements. The Company believes that the misstatements do not change the overall characterization of the Company’s operating results in any of the identified periods and does not believe that the nature of these errors would impact the investment decisions of current or prospective shareholders, nor would they change a reasonable person’s perception of the Company or overall assessment of the Company’s financial health or performance in any of the affected periods. Accordingly, in accordance with ASC 250-10-S99-2 (Topic 1.N/SAB 108), Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company will revise its previously issued financial statements to correct the effect of these errors in its subsequent future quarterly filings for 2017 until the affected comparable periods have been corrected. The effects of the corrections of the errors on the Company’s consolidated balance sheets, statements of operations and statements of cash flows for the quarterly periods of 2016 are presented in the tables below. The Company reclassified $334,791 from extinguishment loss on senior note conversion to additional paid in capital for the three months ended March 31, 2016 as follows: (Unaudited) As Reported As Revised Additional paid-in capital $ 123,809,602 $ 123,474,811 Extinguishment loss on senior note conversion $ 334,791 $ — Net loss $ (2,066,227 ) $ (1,731,436 ) Basic and diluted net loss per share $ (0.39 ) (0.33 ) The Company reclassified $123,090 and $457,881 from extinguishment loss on senior note conversion to additional paid in capital for the three and six months ended June 30, 2016, respectively, as follows: (Unaudited) For the three months ended June 30, 2016 As Reported As Revised Extinguishment loss on senior note conversion $ 123,090 $ — Net loss $ (1,875,833 ) $ (1,752,743 ) Basic and diluted net loss per share $ (18.07 ) $ (16.89 ) (Unaudited) For the six months ended As Reported As Revised Additional paid-in capital $ 124,893,220 $ 124,435,339 Extinguishment loss on senior note conversion $ 457,881 $ — Net loss $ (3,942,058 ) $ (3,484,177 ) Basic and diluted net loss per share $ (67.43 ) $ (59.59 ) The Company reclassified $1,420,958 and $1,878,839 from extinguishment loss on senior note conversion to additional paid in capital for the three and nine months ended September 30, 2016, respectively, as follows: (Unaudited) For the three months ended As Reported As Revised Extinguishment loss on senior note conversion $ 1,420,958 $ — Net loss $ (2,715,991 ) $ (1,295,033 ) Basic and diluted net loss per share $ (0.24 ) $ (0.11 ) (Unaudited) For the nine months ended September 30, 2016 As Reported As Revised Additional paid-in capital $ 127,176,804 $ 125,297,965 Extinguishment loss on senior note conversion $ 1,878,839 $ — Net loss $ (6,658,048 ) $ (4,779,209 ) Basic and diluted net loss per share $ (1.72 ) $ (1.24 ) |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates: The fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in the valuation of an asset or liability. It establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the fair value measurement guidance are described below: - Level 1 - Level 2 - Level 3 |
Principles of Consolidation | Principles of Consolidation: |
Segment Reporting | Segment Reporting: |
Foreign Currency Translation | Foreign Currency Translation: |
Comprehensive Income | Comprehensive Income: |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: |
Cash and Cash Equivalents | Cash and Cash Equivalents: |
Restricted cash | Restricted cash: |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk: |
Inventory | Inventory: |
Property and Equipment | Property and Equipment: Depreciation expense was $288,342 and $300,888 for the years ended December 31, 2016 and 2015, respectively. During the year ended December 31, 2016, the Company impaired its machinery and equipment in the amount of $1,183,962. Certain of the Company’s machinery and equipment are secured by the Pennsylvania Department of Community and Economic Development in relation to the Machinery and Equipment Loan Fund financing (see Note 3 – Notes Payable). |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets: Impairment or Disposal of Long-lived Assets As of March 1, 2018, essentially all the Company’s idle and obsolete property, plant and equipment and inventory has been sold raising net of expenses $398,565. |
Derivative Financial Instruments | Derivative Financial Instruments: For the convertible notes and warrants issued in November 2015, at inception, the instruments 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. |
Revenue Recognition | Revenue Recognition: |
Cost of Sales - Idle Capacity | Cost of Sales - Idle Capacity: |
Related Party Transactions | Related Party Transactions: |
Grants | Grants: |
Stock based Compensation | Stock based Compensation: Equity-Based Payments to Non-Employees”. |
Income Taxes | Income Taxes: Income Taxes |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share: |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements: In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides clarity about which changes to the terms or conditions of a share-based payment award require the application of modification accounting. Specifically, ASU 2017-09 clarifies that changes to the terms or conditions of an award should be accounted for as a modification unless all of the following are met: 1) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, 2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and 3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to significantly impact its accounting for share-based payment awards, as changes to awards’ terms and conditions subsequent to the grant date are unusual and infrequent in nature. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). Statement of Cash Flows, 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 Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes. 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 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). |
Senior Convertible Notes and 24
Senior Convertible Notes and Warrants, and Subordinated Notes and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of the fair value of the warrant liabilities | As of December 31, 2016, and 2015, the following tables represent the fair value of the warrant liabilities: 2016 Fair Value Level 1 Level 2 Level 3 Series B warrant liability — — — — Derivative liability $ 2,598,076 — — $ 2,598,076 2015 Fair Value Level 1 Level 2 Level 3 Series B warrant liability 35,764 — — 35,764 Senior convertible note and warrant liability 2,118,156 — — 2,118,156 $ 2,153,920 $ — $ 2,153,920 |
Public offering of common sto25
Public offering of common stock, Series A warrants and Series B warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Public Offering Of Common Stock Series Warrants And Series B Warrants Tables | |
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 is as follows: Fair Value Series B warrant liability, January 1, 2015 $ 2,930,335 Reclassification of Derivative Liability for Series B warrants exercised (3,500,126 ) Revaluation of remaining Series B warrants 605,555 Series B warrant liability, December 31, 2015 35,764 Revaluation of remaining Series B warrants (35,764 ) Series B warrant liability, December 31, 2016 $ — |
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, November 5, 2015 $ 2,058,894 Revaluation of Private Placement Derivative liability 59,262 Private Placement Derivative liability December 31, 2015 2,118,156 Change in derivative valuation loss 479,920 Private Placement derivative liability December 31, 2016 $ 2,598,076 |
Schedule of senior convertibles notes | The balance at December 31, 2015 and 2016 related to the Senior Convertible Notes was comprised of: Balance – January 1, 2015 $ — Senior convertible bridge notes, issued August 7, 2015 600,000 Debt discount on senior convertible bridge notes (421,081 ) Amortization of debt discount on senior convertible bridge notes 421,081 Repayment of senior convertible bridge notes (235,294 ) Conversion of senior convertible bridge notes into senior convertible notes, November 4, 2015 (363,530 ) Senior convertible notes, issued November 4, 2015 9,363,530 Debt discount on senior convertible notes payable (2,840,065 ) Amortization of debt discount on senior convertible notes payable 561,177 Balance – December 31, 2015 7,085,818 Conversion of senior convertible notes during the year ended December 31, 2016 (2,804,557 ) Amortization of debt discount on senior convertible notes payable 2,277,712 Additional interest converted to principal 955,948 Repayment of senior convertible notes (3,497,124 ) Balance – December 31, 2016 $ 4,017,797 |
Stockholders' deficiency (Table
Stockholders' deficiency (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Deficit | |
Schedule of information on warrants outstanding | 2016 2015 Shares Weighted Weighted Shares Weighted Weighted Outstanding January 1 12,582,352 $ 1.85 1.97 2,223,284 $ 114.15 5 Granted — — — 12,480,797 1.35 5 Exercised (10,000 ) 45,500 — (2,121,729 ) — — Lapsed (24,521 ) 45,500 — — — — Outstanding December 31 12,547,831 617.52 0.97 12,582,352 1.85 — Weighted average years remaining 0.97 — — 1.97 — — |
Stock Based Equity compensati27
Stock Based Equity compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Compensation Tables | |
Schedule of outstanding compensatory options | The following tables provide consolidated summary information on the Company’s non-qualified stock option activity for the years ended December 31, 2016 and 2015. 2015 Weighted Average All Plan and Non-Plan Compensatory Options: Number of Exercise Fair Value Remaining Aggregate Options outstanding at January 1, 2015 10 $ 552,700 $ 202,160 5.7 $ — Granted 32 14,000 6,000 5.4 — Exercised — — — — — Forfeited or lapsed (4 ) 484,200 221,912 — — Options outstanding at December 31, 2015 38 $ 104,500 $ 34,832 4.9 $ — Options exercisable at December 31, 2015 25 $ 151,900 $ 48,540 4.4 $ — 2016 Weighted Average All Plan and Non-Plan Compensatory Options: Number of Exercise Fair Value Remaining Life Aggregate Options outstanding at January 1, 2016 38 $ 104,500 $ 34,832 4.9 $ — Granted — — — — — Exercised — — — — — Forfeited or lapsed (2 ) 516,888 175,459 — — Options outstanding at December 31, 2016 36 $ 88,432 $ 26,374 4.2 $ — Options exercisable at December 31, 2016 29 $ 103,830 $ 29,437 3.6 $ — |
Schedule of non-vested compensatory stock options | The following table summarizes the status of the Company’s non-vested options: Shares Fair Value Options subject to future vesting at December 31, 2015 13 $ 8,756 Options granted — — Options forfeited or lapsed (2 ) 516,888 Options vested (4 ) 8,125 Options subject to future vesting at December 31, 2016 7 $ 8,869 |
Earnings_Loss Per Share (Tables
Earnings/Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earningsloss Per Share Tables | |
Schedule of basic and diluted loss per share | The following table sets forth the computation of basic and diluted loss per share on a GAAP basis: For the Years Ended December 31, 2016 2015 Basic and diluted loss per share Net loss available to common stockholders (numerator) $ (10,557,685 ) $ (7,389,744 ) Weighted-average common shares outstanding (denominator) 23,957,757 6,376 Basic and diluted loss per common and common equivalent share $ (0.44 ) $ (1,158.94 ) |
Schedule of antidilutive to the diluted earnings | The following table summarizes antidilutive securities that would be excluded from the computation of dilutive loss per share: 2016 Outstanding share-based compensation awards — Stock options 29 Warrants 31,370 Assumed conversion of Convertible Notes 432,854,879 |
Income Tax Expense (Benefit) (T
Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense (benefit) | A summary of the components giving rise to the income tax expense (benefit) for the years ended December 31, 2016 and 2015 is as follows: 2016 2015 Current income tax expense: Federal $ — $ — State — — Foreign — — $ — $ — Deferred income tax expense (benefit): Federal $ (2,093,845 ) $ (2,873,158 ) State (402,388 ) (385,114 ) Foreign — 254,464 Total deferred tax (2,496,233 ) (3,003,808 ) Less increase in valuation allowance 2,496,233 3,003,808 Net deferred tax $ — $ — Total income tax expense (benefit) $ — $ — Individual components giving rise to the deferred tax asset are as follows: 2016 2015 Future tax benefit arising from net operating loss carryforwards $ 31,275,000 $ 31,209,000 Future tax benefit arising from available tax credits 816,000 1,201,000 Future tax benefit arising from options/warrants issued for services 1,449,000 1,433,000 Other 1,789,000 1,347,000 Total future tax benefit 35,329,000 35,190,000 Less valuation allowance (35,329,000 ) (35,190,000 ) Net deferred tax $ — $ — The components of pretax loss are as follows: 2016 2015 United States $ (6,158,368 ) $ (7,389,744 ) Foreign — — $ (6,158,368 ) $ (7,389,744 ) |
Schedule of reconciliation of effective income tax rate | The reconciliation of the United States statutory federal income rate and the effective income tax rate in the accompanying Consolidated Statements of Operations for the years ended December 31, 2016 and 2015 is as follows: 2016 2015 Statutory U.S federal income tax rate (34.0 )% (34.0 )% State taxes, net (6.5 )% (5.2 )% Foreign currency fluctuation 0.0 % 3.4 % Revaluation of derivatives 3.3 % 3.1 % Debt discount amortization 9.6 % 4.5 % Change in valuation allowance 27.6 % 28.2 % Effective income tax rate 0.0 % 0.0 % |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory | |
Schedule of inventory | A summary of inventory at December 31, 2016 and 2015 is as follows: 2016 2015 Raw materials $ 140,276 $ 363,559 Work in process — 421,732 Finished goods 324,920 34,581 Inventory obsolescence reserves (465,196 ) (540,037 ) $ — $ 279,835 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property And Equipment Tables | |
Schedule of property and equipment | A summary of property and equipment at December 31, 2016 and 2015 is as follows: Estimated useful 2016 2015 Machinery and equipment 3-22 years $ 3,849,977 $ 3,846,567 Less accumulated depreciation (2,363,267 ) (2,074,926 ) Less impairment of assets (1,183,962 ) — Net $ 302,748 $ 1,771,641 |
Correction of Errors in Previ32
Correction of Errors in Previously Reported Consolidated Financial Statements (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Correction Of Errors In Previously Reported Consolidated Financial Statements Tables | |
Schedule of corrections of the errors of financial statement | The effects of the corrections of the errors on the Company’s consolidated balance sheets, statements of operations and statements of cash flows for the Transition Period and Fiscal 2016 are presented in the tables below. The Company reclassified $334,791 from extinguishment loss on senior note conversion to additional paid in capital for the three months ended March 31, 2016 as follows: (Unaudited) As Reported As Revised Additional paid-in capital $ 123,809,602 $ 123,474,811 Extinguishment loss on senior note conversion $ 334,791 $ — Net loss $ (2,066,227 ) $ (1,731,436 ) Basic and diluted net loss per share $ (0.39 ) (0.33 ) The Company reclassified $123,090 and $457,881 from extinguishment loss on senior note conversion to additional paid in capital for the three and six months ended June 30, 2016, respectively, as follows: (Unaudited) For the three months ended June 30, 2016 As Reported As Revised Extinguishment loss on senior note conversion $ 123,090 $ — Net loss $ (1,875,833 ) $ (1,752,743 ) Basic and diluted net loss per share $ (18.07 ) $ (16.89 ) (Unaudited) For the six months ended As Reported As Revised Additional paid-in capital $ 124,893,220 $ 124,435,339 Extinguishment loss on senior note conversion $ 457,881 $ — Net loss $ (3,942,058 ) $ (3,484,177 ) Basic and diluted net loss per share $ (67.43 ) $ (59.59 ) The Company reclassified $1,420,958 and $1,878,839 from extinguishment loss on senior note conversion to additional paid in capital for the three and nine months ended September 30, 2016, respectively, as follows: (Unaudited) For the three months ended As Reported As Revised Extinguishment loss on senior note conversion $ 1,420,958 $ — Net loss $ (2,715,991 ) $ (1,295,033 ) Basic and diluted net loss per share $ (0.24 ) $ (0.11 ) (Unaudited) For the nine months ended September 30, 2016 As Reported As Revised Additional paid-in capital $ 127,176,804 $ 125,297,965 Extinguishment loss on senior note conversion $ 1,878,839 $ — Net loss $ (6,658,048 ) $ (4,779,209 ) Basic and diluted net loss per share $ (1.72 ) $ (1.24 ) |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) | Jul. 15, 2016 | Dec. 31, 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 | Company management attributed a zero percent likelihood that the reverse split occurs before December 31, 2018, a 20% likelihood that the reverse split occurs before December 31, 2019 and an 80% likelihood that it occurs before December 31, 2020. As such our summary conclusions of value are based upon a weighted average of the two valuations, with 20% being attributed to the scenario in which the loan is repaid on December 31, 2019 and 80% being attributed to the scenario in which the is repaid on December 31, 2020. | |
Stock issued during period, shares, reverse stock splits | shares | 1,457 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2016USD ($)Number | Dec. 31, 2015USD ($) | Mar. 01, 2018USD ($) | Dec. 31, 2014USD ($) | |
Number of business segment | Number | 1 | |||
Cash or cash equivalents | $ 200,489 | $ 1,006,743 | $ 3,436,198 | |
Federal Deposit Insurance Corporation cash | 250,000 | |||
Restricted cash | 0 | 7,150,003 | ||
Allowance for uncollectible accounts | 21,300 | 21,300 | ||
Depreciation expense | $ 288,342 | 300,888 | ||
Maturity date | Oct. 1, 2016 | |||
Net asset impairment charge | $ 1,200,000 | |||
Cost of goods sold - idle capacity | 1,125,152 | 1,671,173 | ||
Impairment of property and equipment | 1,183,962 | |||
Deferred revenue | (55,871) | |||
Property, plant and equipment | 302,748 | $ 1,771,641 | ||
Subsequent Event [Member] | ||||
Property, plant and equipment | $ 398,565 | |||
2015 Private Placement Notes and Warrants [Member] | ||||
Restricted cash | $ 9,000,000 |
Senior Convertible Notes and 35
Senior Convertible Notes and Warrants, and Subordinated Notes and Warrants (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative liability | $ 2,153,920 | ||
Senior Convertible Note And Warrant Liability [Member] | |||
Derivative liability | 2,118,156 | ||
Level 1 [Member] | |||
Derivative liability | |||
Level 1 [Member] | Senior Convertible Note And Warrant Liability [Member] | |||
Derivative liability | |||
Level 3 [Member] | |||
Derivative liability | 2,598,076 | 2,153,920 | |
Level 3 [Member] | Senior Convertible Note And Warrant Liability [Member] | |||
Derivative liability | 2,118,156 | ||
Level 2 [Member] | |||
Derivative liability | |||
Level 2 [Member] | Senior Convertible Note And Warrant Liability [Member] | |||
Derivative liability | |||
Series B Warrant Liability [Member] | |||
Derivative liability | 35,764 | ||
Series B Warrant Liability [Member] | Level 1 [Member] | |||
Derivative liability | |||
Series B Warrant Liability [Member] | Level 3 [Member] | |||
Derivative liability | 35,764 | ||
Series B Warrant Liability [Member] | Level 2 [Member] | |||
Derivative liability | |||
Series B Warrants [Member] | |||
Derivative liability | $ 0 | $ 34,521 | $ 2,156,250 |
Senior Convertible Notes and 36
Senior Convertible Notes and Warrants, and Subordinated Notes and Warrants (Details Narrative) - USD ($) | Jul. 15, 2016 | May 08, 2013 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 26, 2016 | Jul. 14, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Oct. 29, 2014 |
Net proceeds from debt | $ 510,000 | ||||||||||||||||
Gross proceeds from debt | 600,000 | ||||||||||||||||
Number of shares called | 24.69 | ||||||||||||||||
Exercise price (in dollars per shares) | $ 1.7 | ||||||||||||||||
Extinguishment loss | |||||||||||||||||
Debt benfical conversion feature | $ 246,000 | ||||||||||||||||
Total fair value | 4,400,000 | ||||||||||||||||
Conversion feature | 2,900,000 | ||||||||||||||||
Fair value of warrants | $ 1,500,000 | ||||||||||||||||
Warrant issued | 24.69 | ||||||||||||||||
Amortization of debt discount | $ 2,277,712 | 982,258 | |||||||||||||||
Subordinated convertible notes | $ 65,000 | $ 65,000 | 65,000 | $ 65,000 | |||||||||||||
Reverse split | 1-for-400 | Company management attributed a zero percent likelihood that the reverse split occurs before December 31, 2018, a 20% likelihood that the reverse split occurs before December 31, 2019 and an 80% likelihood that it occurs before December 31, 2020. As such our summary conclusions of value are based upon a weighted average of the two valuations, with 20% being attributed to the scenario in which the loan is repaid on December 31, 2019 and 80% being attributed to the scenario in which the is repaid on December 31, 2020. | |||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Debt face amount | $ 9,000,000 | ||||||||||||||||
Senior Notes And Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Description of debt maturity extension | Notes matured 21 months from the closing date. | ||||||||||||||||
Conversion of stock description | The holder together with its affiliates would beneficially own in excess of 4.99% of the Companys outstanding shares of common stock. At each holders option, the limit on percentage ownership could have been raised or lowered to any other percentage not in excess of 9.99%, except that any raise would only have been effective upon 61-days prior notice to the Company. | ||||||||||||||||
Debt instrument redemption description | The 2013 Senior Notes would have been redeemable whole or in part (including all accrued and unpaid thereon) at a price equal to the greater of 125% of the amount of the face value of the 2013 Senior Note being redeemed and the intrinsic value of the shares of Common Stock then issuable upon conversion of the 2013 Senior Note being redeemed. | ||||||||||||||||
2013 Senior Convertible Note Due 2015-02-08 [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Conversion price (in dollars per shares) | $ 184,800 | ||||||||||||||||
Stated previously interest rate | 18.00% | ||||||||||||||||
Effective interest rate | 8.00% | ||||||||||||||||
Fundamental transactions percentage | 125.00% | ||||||||||||||||
2015 Private Placement Notes and Warrants [Member] | |||||||||||||||||
Volatility rate | 50.00% | ||||||||||||||||
Risk free interest rate | 0.47% | ||||||||||||||||
Credit spread | $ 0.72 | ||||||||||||||||
Negotiation discount | 65.00% | ||||||||||||||||
Stock price (in dollars per share) | $ 456 | ||||||||||||||||
2015 Private Placement [Member] | |||||||||||||||||
Volatility rate | 300.00% | ||||||||||||||||
Risk free interest rate | 18.00% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
8% 2013 Subordinated Convertible Notes [Member] | |||||||||||||||||
Debt face amount | $ 1,000,000 | ||||||||||||||||
Amortized debt discount | $ 65,000 | $ 65,000 | |||||||||||||||
Conversion price (in dollars per shares) | $ 184,800 | ||||||||||||||||
2013 Senior Convertible Note Due 2015-02-08 [Member] | |||||||||||||||||
Gross proceeds from debt | $ 6,000,000 | ||||||||||||||||
Amortized debt discount | $ 494,500 | ||||||||||||||||
Expected life | 10 months 24 days | ||||||||||||||||
Volatility rate | 60.00% | ||||||||||||||||
Risk free interest rate | 0.10% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Gross proceeds from debt | $ 9,000,000 | ||||||||||||||||
9% Senior Convertible Note [Member] | |||||||||||||||||
Debt face amount | $ 9,363,530 | ||||||||||||||||
Conversion price (in dollars per shares) | $ 492 | ||||||||||||||||
Volatility rate | 53.00% | ||||||||||||||||
Risk free interest rate | 0.66% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Amortization of debt discount | $ 691,861 | ||||||||||||||||
Stock price (in dollars per share) | $ 168 | $ 0.01 | $ 168 | ||||||||||||||
Subordinated Warrant [Member] | 8% 2013 Subordinated Convertible Notes [Member] | |||||||||||||||||
Risk free interest rate | 0.75% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Senior Warrants [Member] | |||||||||||||||||
Percentage of maximum number shares transfer | 10.00% | ||||||||||||||||
Percentage of additional maximum number shares transfer | 25.00% | ||||||||||||||||
Percentage of composite aggregate share trading volume | 15.00% | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Volatility rate | 80.00% | ||||||||||||||||
Risk free interest rate | 0.75% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Second Warrant [Member] | |||||||||||||||||
Fair value of warrants | 4 | ||||||||||||||||
Second Warrant [Member] | Senior Warrants [Member] | |||||||||||||||||
Fair value of warrants | 656 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Exercise price (in dollars per shares) | $ 1.29 | ||||||||||||||||
Number of each warrant called | 10,975,608 | ||||||||||||||||
Warrant [Member] | Mr.Robert Averill [Member] | |||||||||||||||||
Exercise price (in dollars per shares) | $ 35 | 35 | |||||||||||||||
Warrant [Member] | August 2015 Rollover Bridge Notes [Member] | |||||||||||||||||
Number of each warrant called | 443,328 | ||||||||||||||||
Series B Warrants [Member] | |||||||||||||||||
Number of shares called | 10,000 | 281,250 | |||||||||||||||
Exercise price (in dollars per shares) | $ 1.0463 | $ 1.0463 | |||||||||||||||
Warrant fair value | $ 35,764 | $ 35,764 | $ 2,930,335 | ||||||||||||||
Warrant issued | 10,000 | 281,250 | |||||||||||||||
Stock price (in dollars per share) | $ 0.93 | $ 0.93 | |||||||||||||||
Series A Warrants [Member] | |||||||||||||||||
Number of shares called | 8,036 | ||||||||||||||||
Exercise price (in dollars per shares) | $ 17.50 | ||||||||||||||||
Warrant issued | 8,036 |
Public offering of common sto37
Public offering of common stock, Series A warrants and Series B warrants (Details) - Series B Warrants [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrant, Fair Value Disclosure [Roll Forward] | ||
Series B warrant liability, beginning | $ 35,764 | $ 2,930,335 |
Reclassification of Derivative Liability for Series B warrants exercised | (3,500,126) | |
Revaluation of remaining Series B warrants | (35,764) | 605,555 |
Series B warrant liability, ending | $ 35,764 |
Public offering of common sto38
Public offering of common stock, Series A warrants and Series B warrants (Details 1) - USD ($) | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revaluation of Private Placement Derivative liability | $ (59,262) | ||
2015 Private Placement Notes and Warrants [Member] | |||
Private Placement derivative liability at beginning | $ 2,058,894 | $ 2,118,156 | |
Revaluation of Private Placement Derivative liability | 59,262 | 479,920 | |
Private Placement derivative liability at ending | $ 2,118,156 | $ 2,598,076 | $ 2,118,156 |
Public offering of common sto39
Public offering of common stock, Series A warrants and Series B warrants (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Public Offering Of Common Stock Series Warrants And Series B Warrants Details 2 | ||
Balance - beginning | $ 7,085,818 | |
Senior convertible bridge notes, issued August 7, 2015 | 600,000 | |
Debt discount on senior convertible bridge notes | (421,081) | |
Amortization of debt discount on senior convertible bridge notes | 421,081 | |
Repayment of senior convertible bridge notes | 235,294 | |
Conversion of senior convertible bridge notes into senior convertible notes, November 4, 2015 | (2,804,557) | (363,530) |
Senior convertible notes, issued November 4, 2015 | 9,363,530 | |
Debt discount on senior convertible notes payable | (2,840,065) | |
Amortization of debt discount on senior convertible notes payable | 2,277,712 | 561,711 |
Additional interest converted to principal | 955,948 | |
Repayment of senior convertible notes | (3,497,124) | |
Balance - ending | $ 4,017,797 | $ 7,085,818 |
Public offering of common sto40
Public offering of common stock, Series A warrants and Series B warrants (Details Narrative) - USD ($) | Jul. 15, 2016 | Apr. 26, 2016 | Jul. 15, 2015 | Jul. 14, 2015 | Oct. 29, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 15, 2015 | Dec. 31, 2014 |
Number of warrants unexercised | 12,547,831 | 12,582,352 | 2,223,284 | ||||||
Number of shares called | 24.69 | ||||||||
Number of new shares issued | 20 | ||||||||
Exercise price (in dollars per share) | $ 1.7 | ||||||||
Gross proceeds from public offering | $ 6,100,000 | ||||||||
Net proceeds from public offering | $ 5,500,000 | ||||||||
Description of reverse split stock | 1-for-400 | Company management attributed a zero percent likelihood that the reverse split occurs before December 31, 2018, a 20% likelihood that the reverse split occurs before December 31, 2019 and an 80% likelihood that it occurs before December 31, 2020. As such our summary conclusions of value are based upon a weighted average of the two valuations, with 20% being attributed to the scenario in which the loan is repaid on December 31, 2019 and 80% being attributed to the scenario in which the is repaid on December 31, 2020. | |||||||
Series B Warrants [Member] | |||||||||
Number of warrants unexercised | 24,521 | ||||||||
Number of shares called | 10,000 | 281,250 | |||||||
Number of new shares issued | 29 | ||||||||
Exercise price (in dollars per share) | $ 1.0463 | ||||||||
Fair value warrants issued | $ 35,764 | $ 2,930,335 | |||||||
Share price (in dollars per share) | $ 0.93 | ||||||||
Expected life | 1 month | ||||||||
Volatility | 50.00% | ||||||||
Risk free interest rate | 0.14% | ||||||||
Dividend rate | 0.00% | ||||||||
Series B Warrants [Member] | IPO [Member] | |||||||||
Number of shares called | 45,500 | ||||||||
Exercise price (in dollars per share) | $ 4,687.5 | ||||||||
Warrants exercisable period | 15 months | ||||||||
Warrants expiration date | Apr. 29, 2016 | ||||||||
Description of reverse split stock | 1 for 35 or the 1 for 400 | ||||||||
Series A Warrants [Member] | |||||||||
Number of shares called | 8,036 | ||||||||
Exercise price (in dollars per share) | $ 17.50 | ||||||||
Reduced exercise price (in dollars per share) | $ 0.50 | ||||||||
Series A Warrants [Member] | IPO [Member] | |||||||||
Number of shares called | 45,500 | ||||||||
Exercise price (in dollars per share) | $ 113.75 | $ 133.93 | |||||||
Warrants exercisable period | 5 years | ||||||||
Description of reverse split stock | 1-for-400 | 1-for-35 |
Public offering of common sto41
Public offering of common stock, Series A warrants and Series B warrants (Details Narrative 1) - USD ($) | Jan. 07, 2016 | Nov. 10, 2015 | Nov. 05, 2015 | Aug. 07, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 14, 2009 |
Net proceeds from debt | $ 510,000 | ||||||
Accrued and unpaid interest | $ 329,316 | ||||||
Maturity date | Oct. 1, 2016 | ||||||
Exercise price (in dollars per shares) | $ 1.7 | ||||||
Debt benfical conversion feature | $ (479,920) | ||||||
Repayment of debt | (235,294) | ||||||
Notes payable to landlord [Member] | |||||||
Deferred lease note payable | 291,975 | ||||||
Warrant [Member] | |||||||
Warrant issued | 10,975,608 | ||||||
Exercise price (in dollars per shares) | $ 1.29 | ||||||
Warrant [Member] | 2015 Private Placement [Member] | |||||||
Warrant issued | 443,328 | ||||||
Investor [Member] | Warrant [Member] | |||||||
Warrant issued | 510,000 | ||||||
Warrant term | 5 years | ||||||
Exercise price (in dollars per shares) | $ 1.75 | ||||||
Warrant fair value | $ 257,550 | ||||||
Expected life | 5 years | ||||||
Volatility rate | 100.00% | ||||||
Risk free interest rate | 1.59% | ||||||
Dividend yield | 0.00% | ||||||
August 2015 Bridge Notes [Member] | |||||||
Accrued and unpaid interest | $ 588 | $ 363,530 | |||||
Principal amount | $ 11,765 | $ 363,530 | |||||
Senior Convertible Note [Member] | |||||||
Accrued and unpaid interest | $ 7,074 | ||||||
Principal amount | $ 235,294 | $ 0 | 11,765 | ||||
Senior Convertible Note [Member] | Investor [Member] | |||||||
Debt face amount | $ 600,000 | ||||||
Net proceeds from debt | $ 510,000 | ||||||
Stated previously interest rate | 15.00% | ||||||
Effective interest rate | 12.00% | ||||||
Debt instrument term | 90 days | ||||||
Debt benfical conversion feature | $ 179,947 | ||||||
Senior Convertible Note [Member] | Pennsylvania Department of Community and Economic Development [Member] | |||||||
Debt face amount | 31,526 | 123,663 | $ 776,244 | ||||
Principal amount | $ 0 | 237,600 | |||||
Effective interest rate | 5.25% | ||||||
Maturity date | Oct. 1, 2016 | ||||||
Repayment of debt | $ (29,574) | ||||||
S&S Partnership [Member] | Notes payable to landlord [Member] | |||||||
Accrued and unpaid interest | 925 | ||||||
Principal amount | 17,200 | ||||||
Total payment amount | 18,125 | ||||||
Becan Development [Member] | Notes payable to landlord [Member] | |||||||
Accrued and unpaid interest | 12,625 | ||||||
Principal amount | 54,375 | ||||||
Total payment amount | $ 67,000 |
Public offering of common sto42
Public offering of common stock, Series A warrants and Series B warrants (Details Narrative 2) | May 06, 2016USD ($) | Jan. 28, 2016USD ($)Number | Jan. 07, 2016USD ($) | Nov. 10, 2015USD ($) | Nov. 05, 2015USD ($)shares | Nov. 04, 2015USD ($) | Jan. 28, 2016USD ($)shares | Dec. 31, 2016USD ($)Number$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2013USD ($) | Oct. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | May 08, 2013$ / shares |
Accrued and unpaid interest | $ 329,316 | |||||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 1.7 | |||||||||||||
Discount on debt | $ 2,277,712 | $ 982,258 | ||||||||||||
Number of shares issued upon conversion | Number | 84,301,569 | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Debt face amount | $ 9,000,000 | |||||||||||||
Senior Notes And Warrants [Member] | 2015 Private Placement [Member] | ||||||||||||||
Debt face amount | $ 668,750 | $ 668,750 | ||||||||||||
Cash proceeds | 1,800,000 | $ 1,850,000 | 1,800,000 | |||||||||||
Deposit amount | 7,150,000 | |||||||||||||
Gross proceed from sale of debt | $ 925,000 | 1,700,000 | $ 9,000,000 | |||||||||||
Description of notes | Under the original terms of the notes, the Company is permitted to withdraw funds from its control accounts (i) in connection with certain conversions of the notes or (ii) otherwise, as follows: $1,000,000 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 | 75,000 | 138,750 | ||||||||||||
Offering expenses | 100,000 | |||||||||||||
Payment to affiliates | $ 11,800 | 11,800 | ||||||||||||
Senior Notes And Warrants [Member] | 2015 Private Placement [Member] | Waiver And Amendment [Member] | ||||||||||||||
Gross proceed from sale of debt | $ 310,000 | |||||||||||||
Cash proceeds released from the controlled accounts | $ 288,889 | $ 305,389 | $ 355,000 | |||||||||||
August 2015 Rollover Bridge Notes [Member] | ||||||||||||||
Accrued and unpaid interest | $ 363,530 | |||||||||||||
Principal amount | $ 363,530 | |||||||||||||
August 2015 Bridge Notes [Member] | ||||||||||||||
Accrued and unpaid interest | $ 588 | 363,530 | ||||||||||||
Principal amount | $ 11,765 | $ 363,530 | ||||||||||||
August 2015 Bridge Notes [Member] | 2015 Private Placement Of Notes And Warrants Amendment Agreements [Member] | ||||||||||||||
Debt face amount | $ 3,650,000 | 3,650,000 | ||||||||||||
Principal amount | $ 1,800,000 | |||||||||||||
Number of shares issued upon conversion | shares | 966,178 | |||||||||||||
Reduction in number of shares reserved for conversion | shares | 10,735,296 | |||||||||||||
Committee fees | $ 25,000 | |||||||||||||
9% Senior Convertible Note [Member] | ||||||||||||||
Debt face amount | $ 9,363,530 | |||||||||||||
Volatility rate | 53.00% | |||||||||||||
Risk free interest rate | 0.66% | |||||||||||||
Conversion price | $ / shares | $ 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 | $ 0.01 | $ 168 | ||||||||||||
Description of payment of principal and interest | As a result of the amendment agreements entered into by the Company 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 | |||||||||||||
Credit spread | 300.00% | 90.00% | ||||||||||||
Credit spread break point | $ / shares | $ 0.0072 | |||||||||||||
Negotiation discount | 90.70% | |||||||||||||
Spot price | 0.000139 | |||||||||||||
Coupon interest rate | 18.00% | |||||||||||||
Dividend yield | 0.00% | |||||||||||||
Description of converion feature | Date prior to any installment date, shares to be 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 pre-installment date, a number of shares equal to the number to be delivered on the installment date less the number of shares delivered on the pre-installment 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. | |||||||||||||
Conversion price | Additionally, a portion of the outstanding amount is 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. subsequent to May 1, 2016, the rate is 75% of the fair value. | |||||||||||||
Conversion amount | $ 1,330,000 | |||||||||||||
8% 2013 Subordinated Convertible Notes [Member] | ||||||||||||||
Debt face amount | $ 1,000,000 | |||||||||||||
Conversion price | $ / shares | $ 184,800 | |||||||||||||
Subordinated Warrant [Member] | 8% 2013 Subordinated Convertible Notes [Member] | ||||||||||||||
Risk free interest rate | 0.75% | |||||||||||||
Dividend yield | 0.00% | |||||||||||||
Warrant [Member] | ||||||||||||||
Warrant issued | shares | 10,975,608 | |||||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 1.29 | |||||||||||||
Warrant [Member] | 2015 Private Placement [Member] | ||||||||||||||
Warrant issued | shares | 443,328 | |||||||||||||
Warrant [Member] | August 2015 Rollover Bridge Notes [Member] | ||||||||||||||
Warrant issued | shares | 443,328 |
Public offering of common sto43
Public offering of common stock, Series A warrants and Series B warrants (Details Narrative 3) | 12 Months Ended | |
Dec. 31, 2016USD ($)Number$ / sharesshares | Nov. 05, 2015shares | |
Exercise price (in dollars per shares) | $ / shares | $ 1.7 | |
Number of shares issued upon conversion | Number | 84,301,569 | |
Conversion of senior convertible notes | $ | $ 2,804,557 | |
Additional new shares issued due to interest payable | 9,808,381 | |
Accrued and unpaid interest | $ | $ 329,316 | |
Additional new shares issued remainder interest | 1,834,649 | |
Amount of remainder interest | $ | $ 134,555 | |
Senior Notes And Warrants [Member] | Securities Purchase Agreement [Member] | ||
Maturity description | Notes matured 21 months from the closing date. | |
Conversion of stock description | The holder together with its affiliates would beneficially own in excess of 4.99% of the Companys outstanding shares of common stock. At each holders option, the limit on percentage ownership could have been raised or lowered to any other percentage not in excess of 9.99%, except that any raise would only have been effective upon 61-days prior notice to the Company. | |
Senior Notes And Warrants [Member] | Registration Rights Agreement [Member] | ||
Shares issuable percent | 200.00% | |
Senior Notes And Warrants [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | ||
Maturity description | The warrants will expire November 5, 2017. | |
Warrants to purchase | 28,547 | 27,439 |
Exercise price (in dollars per shares) | $ / shares | $ 516 | |
Percentage of exercise price of warrants | 85.00% | |
Warrant issued | 1,108 | |
Senior Notes And Warrants [Member] | Warrant [Member] | Registration Rights Agreement [Member] | ||
Percentage of warrants issuable | 125.00% |
Other Income (Details Narrative
Other Income (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Other income | $ 29,651 | $ 401,737 |
"Turbo Start" trademark | 420,000 | |
Zero value equipment | 255,000 | |
Gain on sale of zero value equipment | 32,000 | |
Net gain on sale of Turbo Start | 367,687 | |
Additional gain on sale of zero value equipment | 34,050 | |
Gain on deposit | 250,000 | |
Gain on sale of disposition of assets | $ 29,651 | |
Note Receivable [Member] | ||
Zero value equipment | $ 165,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Going Concern Details Textual | |
Working capital | $ (7,900,000) |
Stockholders' deficiency (Detai
Stockholders' deficiency (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding at beginning | 12,582,352 | 2,223,284 |
Granted | 12,480,797 | |
Exercised | (10,000) | (2,121,729) |
Lapsed | (24,521) | |
Outstanding at ending | 12,547,831 | 12,582,352 |
Weighted average years remaining | 11 months 19 days | 1 year 11 months 19 days |
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 | $ 1.85 | $ 114.15 |
Granted | 1.35 | |
Exercised | 45,500 | |
Lapsed | 45,500 | |
Outstanding at ending | $ 617.52 | $ 1.85 |
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 | 5 years |
Granted | 5 years | |
Outstanding at ending | 11 months 19 days |
Stockholders' deficiency (Det47
Stockholders' deficiency (Details Narrative) - USD ($) | Apr. 26, 2016 | Oct. 29, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Number of common stock authorized | 100,000,000 | 100,000,000 | |||
Number of preferred stock authorized | 12,500,000 | 12,500,000 | |||
Number of common stock issued | 95,954,549 | 9,920 | |||
Number of common stock outstanding | 95,954,549 | 9,920 | |||
Common stock voting rights | One vote for each share held. | ||||
Derivative liability | $ 2,153,920 | ||||
Number of shares issued | 20 | ||||
Series B Warrants [Member] | |||||
Derivative liability | $ 0 | $ 34,521 | $ 2,156,250 | ||
Number of shares issued | 29 | ||||
Warrant [Member] | |||||
Number of shares issued | 11,967,716 | 11,967,716 | |||
Warrant [Member] | 2015 Senior Convertible Notes [Member] | |||||
Principal amount | $ 9,000,000 | $ 9,000,000 | |||
Common Stock [Member] | |||||
Number of common stock outstanding | 95,954,549 | 9,920 | 517 | ||
Placement Agent [Member] | |||||
Number of shares issued | 548,780 | 548,780 |
Stock Based Equity compensati48
Stock Based Equity compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning | 38 | 10 |
Granted | 32 | |
Forfeited or lapsed | (2) | (4) |
Outstanding at ending | 36 | 38 |
Exercisable at ending | 29 | 25 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning | $ 104,500 | $ 552,700 |
Granted | 14,000 | |
Forfeited or lapsed | 516,888 | 484,200 |
Outstanding at ending | 88,432 | 104,500 |
Exercisable at ending balance | 103,830 | 151,900 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Fair Value [Roll Forward] | ||
Outstanding at beginning | 34,832 | 202,160 |
Granted | 6,000 | |
Forfeited or lapsed | 175,459 | 221,912 |
Outstanding at ending | 26,936 | 34,832 |
Exercisable at ending | $ 29,437 | $ 48,540 |
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 | 5 years 8 months 12 days |
Granted | 5 years 4 months 24 days | |
Outstanding at ending | 4 years 2 months 12 days | 4 years 10 months 24 days |
Exercisable at ending balance | 3 years 7 months 6 days | 4 years 4 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Roll Forward] | ||
Outstanding at beginning | ||
Granted | ||
Outstanding at ending | ||
Exercisable at ending |
Stock Based Equity compensati49
Stock Based Equity compensation (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Subject to future vesting at beginning | 13 | |
Granted | 32 | |
Forfeited or lapsed | (2) | |
Vested | (4) | |
Subject to future vesting at ending | 7 | 13 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Options subject to future vesting at beginning | $ 8,756 | |
Options forfeited or lapsed | 516,888 | |
Options vested | 8,125 | |
Options subject to future vesting at ending | $ 8,869 | $ 8,756 |
Stock Based Equity compensati50
Stock Based Equity compensation (Details Narrative) - USD ($) | Jan. 20, 2015 | Jan. 02, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 18, 2014 | Dec. 31, 2013 |
Unrecognized compensation related to non-vested options granted | $ 37,296 | $ 95,657 | ||||
Non-cash compensation expense | $ 45,279 | $ 258,009 | ||||
Independent Directors Stock Option Plan [Member] | ||||||
Number of shares authorized | 150 | 150 | 50 | |||
Two Directors [Member] | ||||||
Number of options granted | 13 | |||||
Value of options grant date | $ 111,888 | |||||
Vesting period | 3 years | |||||
Risk-free interest rate | 1.10% | |||||
Expected volatility | 63.00% | |||||
Dividend yield | 0.00% | |||||
Expected term | 5 years | |||||
Exercise price | $ 14,000 | |||||
Six Key Employees [Member] | ||||||
Number of options granted | 19 | |||||
Value of options grant date | $ 79,537 | |||||
Risk-free interest rate | 0.85% | |||||
Expected volatility | 67.10% | |||||
Dividend yield | 0.00% | |||||
Expected term | 5 years | |||||
Exercise price | $ 14,000 |
Earnings_Loss Per Share (Detail
Earnings/Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Basic and diluted loss per share | |||||||
Net loss available to common stockholders (numerator) | $ (1,295,033) | $ (1,752,743) | $ (1,731,436) | $ (3,484,177) | $ (4,779,209) | $ (10,557,685) | $ (7,389,744) |
Weighted-average common shares outstanding (denominator) | 23,957,757 | 6,376 | |||||
Basic and diluted loss per common and common equivalent share | $ (0.11) | $ (16.89) | $ (0.33) | $ (59.59) | $ (1.24) | $ (0.44) | $ (1,158.94) |
Earnings_Loss Per Share (Deta52
Earnings/Loss Per Share (Details 1) | 12 Months Ended |
Dec. 31, 2016shares | |
Stock Option [Member] | |
Antidilutive securities excluded from dilutive loss per share | 29 |
Warrant [Member] | |
Antidilutive securities excluded from dilutive loss per share | 31,370 |
Assumed conversion of Convertible Notes [Member] | |
Antidilutive securities excluded from dilutive loss per share | 432,854,879 |
Outstanding Share Based Compensation Awards [Member] | |
Antidilutive securities excluded from dilutive loss per share |
Earnings_Loss Per Share (Deta53
Earnings/Loss Per Share (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted average number of shares outstanding, diluted | 432,886,278 | 65,040 |
Series B Warrants [Member] | ||
Number of warrants unexercised | 34,521 | |
Number of remaining warrants unexercised | 34,521 | |
Number of common shares not exercised | 38,837 |
Income Tax Expense (Benefit) (D
Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current income tax expense: | ||
Federal | ||
State | ||
Foreign | ||
Current income tax expense |
Income Tax Expense (Benefit) 55
Income Tax Expense (Benefit) (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred income tax expense (benefit): | ||
Federal | $ (2,093,845) | $ (2,873,158) |
State | (402,388) | (385,114) |
Foreign | 254,464 | |
Total deferred tax | (2,496,233) | (3,003,808) |
Less increase in valuation allowance | 2,496,233 | 3,003,808 |
Net deferred tax | ||
Total income tax expense (benefit) | ||
Individual components giving rise to the deferred tax asset are as follows: | ||
Future tax benefit arising from net operating loss carry forwards | 31,275,000 | 31,209,000 |
Future tax benefit arising from available tax credits | 816,000 | 1,201,000 |
Future tax benefit arising from options/warrants issued for services | 1,449,000 | 1,433,000 |
Other | 1,789,000 | 1,347,000 |
Total future tax benefit | 35,329,000 | 35,190,000 |
Less valuation allowance | (35,329,000) | (35,190,000) |
Net deferred tax |
Income Tax Expense (Benefit) 56
Income Tax Expense (Benefit) (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
The components of pretax loss are as follows: | ||
United States | $ (6,158,368) | $ (7,389,744) |
Foreign | ||
Income before tax | $ (10,557,685) | $ (7,389,744) |
Income Tax Expense (Benefit) 57
Income Tax Expense (Benefit) (Details 3) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal income tax rate | (34.00%) | (34.00%) |
State taxes, net | (6.50%) | (5.20%) |
Foreign currency fluctuation | 0.00% | 3.40% |
Revaluation of derivatives | 3.30% | 3.10% |
Debt discount amortization | 9.60% | 4.50% |
Change in valuation allowance | (27.60%) | (28.20%) |
Effective income tax rate | 0.00% | 0.00% |
Income Tax Expense (Benefit) 58
Income Tax Expense (Benefit) (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards available to reduce future income taxes in united states | $ 77,000,000 |
Net operating loss carry forwards available to reduce future income taxes in Canada | $ 2,800,000 |
Carry forwards expiration period of US | V arious dates between 2024 and 2035. |
Carry forwards expiration period of Canadian | Various dates between 2016 and 2033. |
Canadina tax credits related to research and development activities | $ 734,000 |
Expiration period of canadian tax credit | V arious dates between 2024 and 2027. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts payable | $ 59,593 | $ 118,126 |
Commission on the sale of equipment | 7,500 | |
Travel expense reimbursement | 2,112 | |
Branding and web site development cost | $ 153,483 | |
Mr. DiGiancinto [Member] | ||
Meeting fees | 17,290 | |
Previous CEO And Interim CEO [Member] | ||
Consulting fees | $ 91,224 |
Commitments and Contingencies60
Commitments and Contingencies, Concentrations and Significant Contracts (Details Narrative) - USD ($) | Mar. 18, 2016 | Dec. 28, 2015 | Oct. 15, 2015 | Oct. 06, 2015 | Jan. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Rent expenses | $ 290,721 | $ 437,964 | |||||
Description of monthly rent | The Company moved its offices to the Clover Lane facility, but continued to rent warehouse space from May through October 2016 at a cost of $820.21 monthly. | ||||||
Agreement With Individual [Member] | |||||||
Professional fees | 90,600 | ||||||
Monthly professional fees | $ 8,000 | ||||||
Lease Arrangement [Member] | |||||||
Initial lease term | 4 months | ||||||
Rent expenses | $ 15,000 | ||||||
PJM Interconnection (Interconnection Application) [Member] | |||||||
Professional fees | $ 10,000 | $ 15,000 | |||||
Phoenix Capital Resources [Member] | |||||||
Professional fees | $ 30,000 | ||||||
Description of professional fees | a) $200,000 (Minimum Fee), or b) four percent (4.0%) of a Transaction Value up to $5,000,000, plus; five percent (5.0%) of a Transaction Value between $5,000,000 and $7,500,000, plus six percent (6%) of a Transaction Value between $7,500,000 and $10,000,000, plus seven percent (7.0%) of a Transaction Value between $10,000,000 and $12,500,000, plus eight percent (8%) of a Transaction Value between $12,500,000 and $15,000,000, plus (9) percent of a Transaction Value between $15,000,000 and $17,500,000, plus ten percent (10.0%) of a Transaction Value greater than $17,500,001 (the Transaction Fee). | ||||||
Portland OR-based Pacific Energy Ventures LLC [Member] | Strategic Marketing, Sales And Reselling Agreement [Member] | |||||||
Professional fees | $ 60,000 | ||||||
Professional fees (in percent) | 10.00% |
Commitments and Contingencies61
Commitments and Contingencies, Concentrations and Significant Contracts (Details Narrative 1) - USD ($) | Nov. 01, 2014 | Apr. 01, 2013 | May 31, 2015 | Jun. 30, 2010 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 01, 2010 |
Number of options granted | 32 | ||||||
Exercise price (in dollars per share) | $ 14,000 | ||||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||||
Concentration risk, percentage | 72.00% | 66.00% | |||||
Executive Employment Agreement [Member] | Mr. Philip S. Baker [Member] | |||||||
Agreement term | 3 years | ||||||
Annual compensation | $ 199,800 | ||||||
Annual stipend | 19,980 | ||||||
Annual car allowance | $ 6,000 | ||||||
Number of options granted | 12 | ||||||
Exercise price (in dollars per share) | $ 30,000 | ||||||
Expiration period | 5 years | ||||||
Number of option vested | 1 | 1 | |||||
Description of option vested | 1 option vested ratably through the remaining 34 months of his contract. | ||||||
Executive Employment Agreement [Member] | Mr.Charles R. Trego [Member] | |||||||
Agreement term | 2 years | ||||||
Annual compensation | $ 225,000 | ||||||
Annual stipend | 22,500 | ||||||
Annual car allowance | 7,500 | ||||||
Accrued stipend paid | $ 22,500 | ||||||
Executive Employment Agreement [Member] | Mr. DiGiancinto [Member] | |||||||
Annual compensation | $ 32,250 | ||||||
Executive Employment Agreement [Member] | Mr.Charles Trego, Phillip Baker and Two other executives [Member] | |||||||
Annual compensation | $ 159,297 | $ 104,992 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Details | ||
Raw materials | $ 140,276 | $ 363,559 |
Work in process | 421,732 | |
Finished goods | 324,920 | 34,581 |
Inventory obsolescence reserves | (465,196) | (540,037) |
Inventory | $ 279,835 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Less accumulated depreciation | $ (2,363,267) | $ (2,074,926) |
Less impairment of assets | (1,183,962) | |
Net | 302,748 | 1,771,641 |
Machinery and Equipment [Member] | ||
Property and equipment, gross | $ 3,849,977 | $ 3,846,567 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Useful life | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Useful life | 22 years |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 01, 2018 | Feb. 15, 2018 | Jan. 09, 2018 | Nov. 18, 2017 | Sep. 12, 2017 | Sep. 05, 2017 | Aug. 31, 2017 | Aug. 15, 2017 | Jul. 05, 2017 | Jun. 14, 2017 | May 23, 2017 | Apr. 12, 2017 | Jan. 16, 2017 | Dec. 31, 2018 | Jan. 31, 2018 | Nov. 30, 2017 | Apr. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Proceeds from convertible debt | $ 510,000 | |||||||||||||||||||
Number of shares authorized | 12,500,000 | 12,500,000 | 12,500,000 | |||||||||||||||||
Fengfan Co. Ltd ("Fengfan") [Member] | Tri Party Agreement [Member] | Intellectual Property [Member] | ||||||||||||||||||||
Failure to honor the first pledged installment | $ 250,000 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Legal fees | $ 13,335 | |||||||||||||||||||
Proceeds from sale of equipment | $ 14,856,486 | $ 250,000 | ||||||||||||||||||
Subsequent Event [Member] | Institutional Lenders [Member] | ||||||||||||||||||||
Reimbursement cost | $ 100,000 | |||||||||||||||||||
Subsequent Event [Member] | Third-Party [Member] | ||||||||||||||||||||
Proceeds from sale of testing equipment | $ 76,000 | |||||||||||||||||||
Subsequent Event [Member] | Mr. Richard Bogan [Member] | ||||||||||||||||||||
Professional fees | $ 52,456 | |||||||||||||||||||
Subsequent Event [Member] | Six Former Hourly Employees [Member] | ||||||||||||||||||||
Legal fees | $ 4,925 | |||||||||||||||||||
Unpaid severance costs | $ 35,445 | |||||||||||||||||||
Severance costs | $ 22,500 | |||||||||||||||||||
Subsequent Event [Member] | Pennsylvania Department of Community and Economic Development [Member] | Machinery and Equipment [Member] | ||||||||||||||||||||
Repayments of debt | $ 29,574 | |||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Four Institutional Investors [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||
Proceeds from convertible debt | $ 400,000 | |||||||||||||||||||
Number of shares authorized | 465 | |||||||||||||||||||
Preferred stock, voting rights | The Series B preferred shares vote alongside the Company’s common stock with each shares entitled to the whole number of votes equal to the number of shares of Common Stock equal to the Conversion Amount of the Preferred Shares then held by such holder; divided by $0.0080, provided however that the amount of votes held through any voting securities of the Corporation, including the Series B Preferred Stock, by any Holder, together with such Holder’s Attribution Parties, shall not exceed 9.99% of the voting power of the Company. The shares of Series B preferred stock are convertible into common stock at the stated value per share of $1,000 plus any late charges divided by a conversion price of $0.008 per share. | |||||||||||||||||||
Subsequent Event [Member] | Fengfan Co. Ltd ("Fengfan") [Member] | Tri Party Agreement [Member] | Intellectual Property [Member] | ||||||||||||||||||||
Frequency of periodic payment | Quarter | |||||||||||||||||||
Repayments of debt | $ 875,000 | |||||||||||||||||||
Failure to honor the first pledged installment | $ 250,000 | |||||||||||||||||||
Payment terms | Payments to Axion of $5 million over 2 years (consisting of $2.75 million for the exclusive rights to Axion’s IP in the People’s Republic of China (a $250,000 cash payment from LCB in June 2015 was retroactively applied to the stated $3 million for the IP in China) and $2 million over the 2 years for Axion’s technology transfer sharing consulting and an annual 2% Royalty payment of at least $1 million per year on net sales of PbC batteries sold by Fengfan). To date, other than the $250,000 described below, Fengfan has made no express commitments to the Company or responded as to the Company’s numerous and specifically identified definitive steps to move forward with the transaction. | |||||||||||||||||||
Subsequent Event [Member] | Fengfan Co. Ltd ("Fengfan") [Member] | Engineering Services Agreement [Member] | ||||||||||||||||||||
Repayments of debt | $ 250,000 | $ 250,000 | ||||||||||||||||||
Subsequent Event [Member] | Stratiqa, Inc. [Member] | ||||||||||||||||||||
Professional fees | $ 15,000 | |||||||||||||||||||
Subsequent Event [Member] | RBSM, LLP [Member] | ||||||||||||||||||||
Professional fees | $ 25,000 |
Correction of Errors in Previ65
Correction of Errors in Previously Reported Consolidated Financial Statements (Unaudited) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 09, 2018 | |
Additional paid-in capital | $ 125,297,965 | $ 123,474,811 | $ 125,297,965 | $ 124,435,339 | ||||
Extinguishment loss on senior note conversion | ||||||||
Net loss | $ (1,295,033) | $ (1,752,743) | $ (1,731,436) | $ (3,484,177) | $ (4,779,209) | $ (10,557,685) | $ (7,389,744) | |
Basic and diluted net loss per share (in dollars per share) | $ (0.11) | $ (16.89) | $ (0.33) | $ (59.59) | $ (1.24) | $ (0.44) | $ (1,158.94) | |
As Reported [Member] | ||||||||
Additional paid-in capital | $ 127,176,804 | $ 124,893,220 | $ 123,809,602 | $ 124,893,220 | $ 127,176,804 | |||
Extinguishment loss on senior note conversion | 1,420,958 | 123,090 | 334,791 | 457,881 | 1,878,839 | |||
Net loss | $ (2,715,991) | $ (1,875,833) | $ (2,066,227) | $ (3,942,058) | $ (6,658,048) | |||
Basic and diluted net loss per share (in dollars per share) | $ (0.24) | $ (18.07) | $ (0.39) | $ (67.43) | $ (1.72) |