Document and Entity Information
| Document and Entity Information - shares | 9 Months Ended | |
| May 31, 2018 | Jul. 12, 2018 | |
| Document And Entity Information | ||
| Entity Registrant Name | SolarWindow Technologies, Inc. | |
| Entity Central Index Key | 1,071,840 | |
| Document Type | 10-Q | |
| Document Period End Date | May 31, 2018 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --08-31 | |
| Is Entity a Well-known Seasoned Issuer | No | |
| Is Entity a Voluntary Filer | No | |
| Is Entity's Reporting Status Current | Yes | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 36,292,656 | |
| Document Fiscal Period Focus | Q3 | |
| Document Fiscal Year Focus | 2,018 |
CONSOLIDATED BALANCE SHEETS
| CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2018 | Aug. 31, 2017 |
| Current assets | ||
| Cash and cash equivalents | $ 1,191,587 | $ 670,853 |
| Deferred research and development costs | 134,139 | 91,204 |
| Prepaid expenses and other current assets | 44,764 | 16,698 |
| Total current assets | 1,370,490 | 778,755 |
| Equipment, net of accumulated depreciation of $65,049 and $53,181, respectively | 43,665 | 52,953 |
| Total assets | 1,414,155 | 831,708 |
| Current liabilities | ||
| Accounts payable and accrued expenses | 88,683 | 230,184 |
| Total current liabilities | 88,683 | 230,184 |
| Bridge note payable to related party | 600,000 | 600,000 |
| Convertible promissory note payable to related party, net of discount of $789,340 and $413,377, respectively | 2,210,660 | 2,586,623 |
| Interest payable to related party | 1,391,830 | 1,046,377 |
| Total long term liabilities | 4,202,490 | 4,233,000 |
| Total liabilities | 4,291,173 | 4,463,184 |
| Commitments and contingencies | ||
| Stockholders' equity (deficit) | ||
| Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding | ||
| Common stock: $0.001 par value; 300,000,000 shares authorized, 36,292,656 and 34,329,691 shares issued and outstanding at May 31, 2018 and August 31, 2017, respectively | 36,293 | 34,330 |
| Additional paid-in capital | 41,749,952 | 35,363,946 |
| Retained deficit | (44,663,263) | (39,029,752) |
| Total stockholders' equity (deficit) | (2,877,018) | (3,631,476) |
| Total liabilities and stockholders' equity (deficit) | $ 1,414,155 | $ 831,708 |
CONSOLIDATED BALANCE SHEETS (Pa
| CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | May 31, 2018 | Aug. 31, 2017 |
| Current assets | ||
| Equipment, net of accumulated depreciation | $ 65,049 | $ 53,181 |
| Current liabilities | ||
| Convertible notes payable, Discount | $ 789,340 | $ 413,377 |
| Stockholders' equity | ||
| Preferred stock, par value | $ 0.10 | $ 0.10 |
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 300,000,000 | 300,000,000 |
| Common stock, shares issued | 36,292,656 | 34,329,691 |
| Common stock, shares outstanding | 36,292,656 | 34,329,691 |
CONSOLIDATED STATEMENTS OF OPER
| CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
| May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
| Consolidated Statements Of Operations | ||||
| Revenue | ||||
| Operating expense | ||||
| Selling, general and administrative | 601,782 | 516,657 | 3,058,476 | 2,167,722 |
| Research and product development | 588,986 | 294,791 | 1,531,280 | 812,072 |
| Total operating expense | 1,190,768 | 811,448 | 4,589,756 | 2,979,794 |
| Loss from operations | (1,190,768) | (811,448) | (4,589,756) | (2,979,794) |
| Other income (expense) | ||||
| Interest expense | (128,706) | (79,162) | (345,453) | (231,626) |
| Accretion of debt discount | (125,422) | (311,727) | (698,302) | (999,718) |
| Total other income (expense) | (254,128) | (390,889) | (1,043,755) | (1,231,344) |
| Net loss | $ (1,444,896) | $ (1,202,337) | $ (5,633,511) | $ (4,211,138) |
| Basic and Diluted Loss per Common Share | $ (0.04) | $ (0.04) | $ (0.16) | $ (0.14) |
| Weighted average number of common shares outstanding - basic and diluted | 36,270,592 | 33,810,348 | 35,924,340 | 30,347,594 |
CONSOLIDATED STATEMENTS OF STOC
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Deficit | Total |
| Beginning Balance, Shares at Aug. 31, 2016 | 28,500,221 | |||
| Beginning Balance, Amount at Aug. 31, 2016 | $ 28,500 | $ 33,729,715 | $ (33,676,327) | $ 81,888 |
| July 2017 Private Placement units issued, Shares | 300,000 | |||
| July 2017 Private Placement units issued, Amount | $ 300 | 689,700 | 690,000 | |
| Stock based compensation related to stock issuances, Shares | 138,904 | |||
| Stock based compensation related to stock issuances, Amount | $ 139 | 448,463 | 448,602 | |
| Exercise of warrants for cash, Shares | 129,000 | |||
| Exercise of warrants for cash, Amount | $ 129 | 301,731 | 301,860 | |
| Exercise of warrants on a cashless basis, Shares | 5,215,046 | |||
| Exercise of warrants on a cashless basis, Amount | $ 5,215 | (5,215) | ||
| Exercise of stock options on a cashless basis, Shares | 46,520 | |||
| Exercise of stock options on a cashless basis, Amount | $ 47 | (47) | ||
| Stock based compensation due to common stock purchase options | 199,599 | 199,599 | ||
| Net loss | (5,353,425) | (5,353,425) | ||
| Ending Balance, Shares at Aug. 31, 2017 | 34,329,691 | |||
| Ending Balance, Amount at Aug. 31, 2017 | $ 34,330 | 35,363,946 | (39,029,752) | (3,631,476) |
| Stock based compensation related to stock issuances, Shares | 210,000 | |||
| Stock based compensation related to stock issuances, Amount | $ 210 | 1,022,490 | 1,022,700 | |
| Exercise of warrants for cash, Shares | 119,500 | |||
| Exercise of warrants for cash, Amount | $ 120 | 394,030 | 394,150 | |
| Exercise of warrants on a cashless basis, Shares | 665,703 | |||
| Exercise of warrants on a cashless basis, Amount | $ 665 | (665) | ||
| Exercise of stock options on a cashless basis, Shares | 146,162 | |||
| Exercise of stock options on a cashless basis, Amount | $ 146 | (146) | ||
| Stock based compensation due to common stock purchase options | 1,341,678 | 1,341,678 | ||
| September 2017 Private Placement units issued, Shares | 821,600 | |||
| September 2017 Private Placement units issued, Amount | $ 822 | 2,554,354 | 2,555,176 | |
| Discount on convertible promissory note due to warrant modifications | 1,074,265 | 1,074,265 | ||
| Net loss | (5,633,511) | (5,633,511) | ||
| Ending Balance, Shares at May. 31, 2018 | 36,292,656 | |||
| Ending Balance, Amount at May. 31, 2018 | $ 36,293 | $ 41,749,952 | $ (44,663,263) | $ (2,877,018) |
CONSOLIDATED STATEMENTS OF CASH
| CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
| May 31, 2018 | May 31, 2017 | |
| Cash flows from operating activities | ||
| Net loss | $ (5,633,511) | $ (4,211,138) |
| Adjustments to reconcile net loss to net cash flows from operating activities | ||
| Depreciation | 11,869 | 9,835 |
| Stock based compensation expense | 2,364,378 | 565,124 |
| Accretion of debt discount | 698,302 | 999,718 |
| Changes in operating assets and liabilities: | ||
| Decrease (increase) in deferred research and development costs | (42,935) | 258,807 |
| Decrease (increase) in prepaid expenses and other current assets | (28,066) | (32,606) |
| Increase (decrease) in accounts payable and accrued expenses | (141,501) | 5,439 |
| Increase (decrease) in interest payable | 345,453 | 230,174 |
| Net cash flows from operating activities | (2,426,011) | (2,174,647) |
| Cash flows from investing activity | ||
| Purchase of equipment | (2,581) | (45,547) |
| Net cash flows from investing activity | (2,581) | (45,547) |
| Cash flows from financing activities | ||
| Proceeds from the issuance of equity securities | 2,949,326 | |
| Repayment of promissory note | (18,146) | |
| Net cash flows from financing activities | 2,949,326 | (18,146) |
| Change in cash and cash equivalents | 520,734 | (2,238,340) |
| Cash and cash equivalents at beginning of period | 670,853 | 2,509,215 |
| Cash and cash equivalents at end of period | 1,191,587 | 270,875 |
| Supplemental disclosure of cash flow information: | ||
| Interest paid in cash | 1,453 | |
| Income taxes paid in cash | ||
| Supplemental disclosure of non-cash transactions: | ||
| Discount on convertible promissory note due to to warrant modifications | $ 1,074,265 | |
Basis of Presentation, Organiza
| Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern | 9 Months Ended |
| May 31, 2018 | |
| Notes to Financial Statements | |
| NOTE 1 - Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern | Basis of Presentation The unaudited financial statements of SolarWindow Technologies, Inc. (the “ Company GAAP KEC New Energy Solar Organization SolarWindow Technologies, Inc. was incorporated in the State of Nevada on May 5, 1998, under the name “Octillion Corp.” On December 2, 2008, the Company amended its Articles of Incorporation to effect a change of name to New Energy Technologies, Inc. Effective as of March 9, 2015, the Company amended its Articles of Incorporation to change its name to SolarWindow Technologies, Inc. to align the company name with its brand identity. The Company’s ticker symbol changed to WNDW. Until the fourth quarter of the 2015 fiscal year, the Company was developing two sustainable electricity generating systems. These novel technologies are branded as SolarWindow™ and MotionPower™. On March 2, 2015, the Company announced its exclusive focus on SolarWindow™. The Company’s SolarWindow™ technology harvests light energy from the sun and artificial sources to generate electricity from a transparent coating of organic photovoltaic solar cells applied to glass or plastics, creating a “photovoltaic” effect. Photovoltaics are best known as “solar panels” providing a method to generate electricity using solar cells to convert energy from the sun into a flow of electrons. Conventional PV power is generated by solar modules composed of interconnected mono- or poly-crystalline cells containing PV and electricity-conducting materials. These materials are usually opaque (i.e., not see-through) and only effectively generate electricity with sun light. The Company’s researchers have replaced these materials with a very thin layer of specially developed compounds that allow our SolarWindow™ technology to remain see-through or “transparent,” while generating electricity when exposed to either sun or artificial light. Recent Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. Management is currently assessing the impact the adoption of ASU 2017-09 will have on the Company’s Consolidated Financial Statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718)”, which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance is effective for our current fiscal year. The adoption of ASU 2016-09 did not have a material impact on the Consolidated Financial Statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC 842, Leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect this accounting update to have a material effect on its Consolidated Financial Statements. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for our current fiscal year. The adoption of ASU 2015-17 did not have a material impact on the Consolidated Financial Statements. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017. The Company does not expect this accounting update to have a material effect on its Consolidated Financial Statements. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on its Consolidated Financial Statements. Going Concern The Company does not have any commercialized products, has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. Due to the “start-up” nature of our business, we expect to incur losses as we continue development of our products and technologies. As of May 31, 2018, the Company has incurred recurring operating losses since inception of $44,663,263. As of May 31, 2018, the Company had approximately $1,191,587 of cash on hand and current liabilities of $88,683. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern, which is dependent upon the Company’s ability to establish itself as a profitable business. As of the date of filing of the Company’s most recent Form 10-K on November 22, 2017, based on management’s assessment, the Company had sufficient cash to meet its funding requirements for the next twelve months. However, currently, based upon the Company’s near term anticipated level of operations and expenditures, management believes that cash on hand should be sufficient to enable the Company to continue operations through January 2019 or approximately six months from the date of this quarterly report. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. The Company has negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. The Company expects that it will need to continue to raise substantial additional capital to accomplish its business plan over the next several years, in line with previous expectations. The Company will seek additional funding through private equity or convertible debt. If adequate funds are not available on reasonable terms, or at all, it would result in a material adverse effect on the Company’s business, operating results, financial condition and prospects. In particular, the Company may be required to delay; reduce the scope of or terminate its research and development programs; sell rights to its SolarWindow™ technology and/or MotionPower™ technology, or other technologies or products based upon these technologies; or license the rights to these technologies or products on terms that are less favorable to the Company than might otherwise be available. |
Debt
| Debt | 9 Months Ended |
| May 31, 2018 | |
| Notes to Financial Statements | |
| NOTE 2 - Debt | As of May 31, 2018 and August 31, 2017, the Company had the following outstanding debt balances: Issue Maturity Debt Interest Date Date Principal Discount Balance Payable As of May 31, 2018: March 2015 Loan as amended 3/4/2015 12/31/2019 $ 600,000 $ - $ 600,000 $ 166,510 2013 Note as amended 10/7/2013 12/31/2019 3,000,000 (789,340 ) 2,210,660 1,225,320 $ 3,600,000 $ (789,340 ) $ 2,810,660 $ 1,391,830 As of August 31, 2017: March 2015 Loan as amended 3/4/2015 12/31/2017 $ 600,000 $ - $ 600,000 $ 113,465 2013 Note as amended 10/7/2013 12/31/2017 3,000,000 (413,377 ) 2,586,623 932,912 $ 3,600,000 $ (413,377 ) $ 3,186,623 $ 1,046,377 March 2015 Loan as Amended On March 4, 2015, the Company entered into a Bridge Loan Agreement with 1420468 Alberta Ltd. (which has since been merged with and into Kalen Capital Corporation, a British Columbia corporation wholly-owned by our Chairman, Harmel S. Rayat (the “Investor”)). Pursuant the Bridge Loan Agreement, the Company borrowed $600,000 at an annual interest rate of 7% (the “ March 2015 Loan On November 3, 2017, the Company entered into the Third Amendment related to the March 2015 Loan pursuant to which the Company and the Investor amended the March 2015 loan to extend the maturity date to December 31, 2019. As consideration for the note extension, the interest rate was increased to 10.5%. During the three months ended May 31, 2018 and 2017, the Company recognized $19,763 and $12,156, respectively, of interest expense. During the nine months ended May 31, 2018 and 2017, the Company recognized $53,045 and $35,462, respectively, of interest expense. During the three and nine months ended May 31, 2018, the Company recognized no debt discount accretion. During the three and nine months ended May 31, 2017, the Company recognized debt discount accretion of $0 and $74,702, respectively. 2013 Note as Amended On October 7, 2013, the Company sold to the Investor an unsecured Convertible Promissory Note (the “ 2013 Note On November 3, 2017, the Company entered into the Third Amendment related to the 2013 Note pursuant to which the Company and the Investor amended the 2013 Note to extend the maturity date to December 31, 2019. As consideration for the note extension, the interest rate was increased to 10.5% and all outstanding warrants held by the Investor had their maturity date extended to December 31, 2022, as described below, resulting in an additional debt discount of $1,074,265 as of November 3, 2017. The modification did not result in a gain or loss due to the related party nature of the transaction. The maturity date of the remaining Series M Warrant to purchase 246,000 shares of common stock was extended from December 31, 2020 to December 31, 2022. The Company recorded $82,656 as a debt discount to recognize the increase in value for the extension of the expiration date. The maturity date of the Series N Warrant to purchase 767,000 shares of common stock was extended from December 31, 2020 to December 31, 2022. The Company recorded $327,509 as a debt discount to recognize the increase in value for the extension of the expiration date. The maturity date of the Series P Warrant to purchase 213,500 shares of common stock was extended from April 30, 2018 to December 31, 2022. The Company recorded $348,219 as a debt discount to recognize the increase in value for the extension of the expiration date. The maturity date of the Series R Warrant to purchase 468,750 shares of common stock was extended from June 20, 2021 to December 31, 2022. The Company recorded $295,781 as a debt discount to recognize the increase in value for the extension of the expiration date. The maturity date of the Series S-A Warrant to purchase 300,000 shares of common stock was extended from July 24, 2022 to December 31, 2022. The Company recorded $20,100 as a debt discount to recognize the increase in value for the extension of the expiration date. Interest expense related to the 2013 Note, as amended, amounted to $108,943 and $67,006 during the three months ended May 31, 2018 and 2017, respectively. Interest expense amounted to $292,408 and $195,480 during the nine months ended May 31, 2018 and 2017, respectively. Accretion of the debt discount related to the 2013 Note as amended amounted to $125,422 and $311,727 during the three months ended May 31, 2018 and 2017, respectively and $698,302 and $925,016 during the nine months ended May 31, 2018 and 2017, respectively. The remaining debt discount related to warrant expiration date extensions totals $789,340 and will be amortized through December 31, 2019. |
Private Placements
| Private Placements | 9 Months Ended |
| May 31, 2018 | |
| Notes to Financial Statements | |
| NOTE 3 - Private Placements | September 2017 Private Placement On September 11, 2017, the Company initiated and on September 29, 2017, completed a self-directed offering of 821,600 units at a price of $3.11 per unit for $2,555,176 in aggregate proceeds (the “ September 2017 Private Placement The relative fair value of the common stock was estimated to be $1,540,000. The relative fair value of the Series S Warrants was estimated to be $1,015,000 as determined based on the relative fair value allocation of the proceeds received. The Series S Warrants were valued using the Black-Scholes option pricing model using the following variables: market price of common stock - $3.95 per share; estimated volatility – 77.96%; 5-year risk free interest rate – 1.71%; expected dividend rate - 0% and expected life - 5 years. |
Common Stock and Warrants
| Common Stock and Warrants | 9 Months Ended |
| May 31, 2018 | |
| Notes to Financial Statements | |
| NOTE 4 - Common Stock and Warrants | Common Stock At May 31, 2018, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, 36,292,656 shares of common stock outstanding and 2,550,085 shares reserved for issuance under the Company’s 2006 Long-Term Incentive Plan (the “ 2006 Plan During the nine months ended May 31, 2018, we entered into the following securities related transactions: · On September 29, 2017, the Company completed the September 2017 Private Placement of 821,600 units at a price of $3.11 per unit for $2,555,176 in aggregate proceeds. Each unit consisted of one share of common stock and one Series S Stock Purchase Warrant to purchase one (1) share of common stock at an exercise price of $3.42 per share through September 29, 2022. The warrants may be exercised on a cashless basis (See “NOTE 3 – Private Placements”). · On November 21, 2017 each director was granted 40,000 shares of common stock for a total issuance of 160,000 shares of common stock valued at $4.87 per share, the fair market value of our common stock on the date of issuance. Additionally, on November 21, the Company issued Jatinder Bhogal, Director, an additional 50,000 shares valued at $4.87 per share. 75% of the 210,000 issued shares are subject to a one-year lock-up. · From September 6, 2017 through October 30, 2017, holders of our Series O Warrants exercised 80,000 warrants at an exercise price of $3.10 per share resulting in $248,000 to the Company and the issuance of 80,000 shares of common stock. · On September 7, 2017, John Conklin, the Company’s President & CEO, exercised 100,000 stock purchase options on a cashless basis resulting in the issuance of 46,097 shares of common stock. On January 4, 2018, Mr. Conklin exercised 50,000 stock purchase options on a cashless basis resulting in the issuance of 34,013 shares of common stock. · On December 28, 2017, Alastair Livesey, a Company Director, exercised 36,667 stock purchase options on a cashless basis resulting in the issuance of 19,067 shares of common stock. · From September 7, 2017 through April 13, 2018, three other individuals exercised a total of 105,000 stock purchase options on a cashless basis resulting in the issuance of 46,985 shares of common stock. · On September 7, 2017, the Investor exercised their outstanding Series Q Warrant to purchase up to 468,750 shares of the Company’s common stock on a cashless basis, resulting in the issuance of 189,940 shares of common stock. · On September 7, 2017, a third party exercised their outstanding Series Q Warrant to purchase up to 468,750 shares of the Company’s common stock on a cashless basis, resulting in the issuance of 189,940 shares of common stock. · On December 28, 2017, a third party exercised their outstanding Series R Warrant to purchase up to 468,750 shares of the Company’s common stock on a cashless basis, resulting in the issuance of 285,823 shares of common stock. · From December 1, 2017 through April 30, 2018, holders of our Series P Warrants exercised 39,500 warrants at an exercise price of $3.70 per share resulting in $146,150 to the Company and the issuance of 39,500 shares of common stock. Warrants Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. Other than the Series O Warrants and Series P Warrants, all of the following warrants may be exercised on a cashless basis. A summary of the Company’s warrants outstanding and exercisable as of May 31, 2018 and August 31, 2017 is as follows: Shares of Common Stock Issuable from Warrants Outstanding as of Weighted May 31, August 31, Average Description 2018 2017 Exercise Price Expiration Series M 246,000 246,000 $ 2.34 December 31, 2022 Series N 767,000 767,000 $ 3.38 December 31, 2022 Series O - 618,000 $ 3.10 October 31, 2017 Series P 213,500 309,000 $ 3.70 December 31, 2022 Series Q - 937,500 $ 3.20 December 31, 2022 Series R 468,750 937,500 $ 4.00 December 31, 2022 Series S-A 300,000 300,000 $ 2.53 December 31, 2022 Series S 821,600 - $ 3.42 September 29, 2022 Total 2,816,850 4,115,000 |
Stock Options
| Stock Options | 9 Months Ended |
| May 31, 2018 | |
| Notes to Financial Statements | |
| NOTE 5 - Stock Options | Stock option grants pursuant to the 2006 Plan vest either immediately or over one to five years and expire ten years after the date of grant. Stockholders previously approved 5,000,000 shares for grant under the 2006 Plan, of which 2,550,085 remain available for grant, 1,305,001 have been exercised in total and 629,677 net shares issued pursuant to the exercise of vested options from inception of the 2006 Plan through May 31, 2018. All shares approved for grant and subsequently forfeited are available for future grant. The Company does not repurchase shares to fulfill the requirements of options that are exercised and therefore issues new shares when options are exercised. The 2006 Plan was approved by stockholders on February 7, 2011 and expires according to its terms on February 7, 2021. The Company employs the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes option pricing model and the simplified method to estimate the expected term of “plain vanilla” options: Nine Months Ended May 31, 2018 2017 Expected dividend yield – – Expected stock price volatility 83.43% – 83.55 % 81 % Risk-free interest rate 2.27% - 2.33 % 2.03 % Expected term (in years) 7.67 7.67 Exercise price $4.87 - $5.35 $ 3.28 Weighted-average grant date fair-value $3.76 - $5.64 $ 2.48 A summary of the Company’s stock option activity for the nine months ended May 31, 2018 and year ended August 31, 2017 and related information follows: Number of Shares Subject to Option Grants Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at August 31, 2016 720,001 3.06 Grants 1,535,000 2.71 Exercises (130,000) 2.62 Outstanding at August 31, 2017 2,125,001 2.84 Grants 1,263,000 5.25 Forfeitures and cancellations (1,805,000) 2.74 Exercises (291,667) 3.32 Outstanding at May 31, 2018 1,291,334 5.22 9.33 years 45,550 Exercisable at May 31, 2018 263,334 5.02 8.44 years 35,150 The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the last trading day of the period covered by this report and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all in-the-money option holders exercised their vested options on May 31, 2018. The intrinsic value of the option changes based upon the fair market value of the Company’s common stock. Since the closing stock price was $4.50 on May 31, 2018 and 42,500 outstanding options have an exercise price below $4.50 per share, as of May 31, 2018, there is intrinsic value to the Company’s outstanding, in-the-money stock options, including 32,500 options that are exercisable and in-the-money. On November 21, 2017, the Company granted 255,000 options to directors and employees with an exercise price of $4.87. On December 27, 2017, the Company entered into an employment agreement with John Conklin pursuant to which Mr. Conklin was granted 1,008,000 stock purchase options with an exercise price of $5.35 per share, vesting at the rate of 1/48 th During the nine months ended May 31, 2018, there were 1) 291,667 options exercised on a cashless basis resulting in the issuance of 146,162 shares of common stock, and 2) 5,000 unvested options forfeited resulting in a reduction to stock compensation expense of $5,157. The aggregate intrinsic value of the options exercised was $1,045,135. During the year ended August 31, 2017, there were 130,000 options exercised on a cashless basis resulting in the issuance of 46,520 shares of common stock. The aggregate intrinsic value of the options exercised was $186,500. On November 15, 2016, the Company granted 35,000 options to two employees with an exercise price of $3.28. On July 7, 2017, the Company finalized and executed two consulting agreements with third parties to provide business development services. The terms and conditions of each consulting agreement are similar and provide for combined compensation of $26,000 per month in cash and the grant of 1,500,000 common stock purchase options with an exercise price of $2.70 per share, and which vest upon the achievement of performance milestones and upon Board approval. The 1,500,000 stock options granted to consultants had a grant date fair value of $1.84 per option. During May 2018, the Company terminated the consulting agreements. The Company determined that the consultants did not achieve the performance milestones resulting in the cancelation of the 1,500,000 options. The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Consolidated Statements of Operations for the three and nine months ended May 31, 2018 and 2017: Three Months Ended Nine Months Ended May 31, May 31, 2018 2017 2018 2017 Stock Compensation Expense: SG&A $ 215,695 $ 26,667 $ 796,371 $ 102,589 R&PD 251,529 11,695 545,307 68,935 Total $ 467,224 $ 38,362 $ 1,341,678 $ 171,524 As of May 31, 2018, the Company had $5,315,777 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 3.75 years. The following table summarizes information about stock options outstanding and exercisable at May 31, 2018: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Subject to Outstanding Options Weighted Average Contractual Life (years) Weighted Average Exercise Price Number of Shares Subject To Options Exercise Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 3.28 7,500 8.46 3.28 7,500 8.46 3.28 3.46 35,000 7.60 3.46 25,000 7.60 3.46 4.87 207,500 9.48 4.87 92,500 9.48 4.87 5.35 1,008,000 9.59 5.35 105,000 9.59 5.35 5.94 33,334 2.57 5.94 33,334 2.57 5.94 Total 1,291,334 9.33 $5.22 263,334 8.44 $5.02 |
Net Loss Per Share
| Net Loss Per Share | 9 Months Ended |
| May 31, 2018 | |
| Notes to Financial Statements | |
| NOTE 6 - Net Loss Per Share | During the three and nine months ended May 31, 2018 and 2017, the Company recorded a net loss. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company has not included the effects of warrants, stock options and convertible debt on net loss per share because to do so would be antidilutive. Following is the computation of basic and diluted net loss per share for the three and nine months ended May 31, 2018 and 2017: Three Months Ended May 31, Nine Months Ended May 31, 2018 2017 2018 2017 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (1,444,896 ) $ (1,202,337 ) $ (5,633,511 ) $ (4,211,138 ) Denominator: Weighted average number of common shares outstanding 36,270,592 33,810,348 35,924,340 30,347,594 Basic and diluted EPS $ (0.04 ) $ (0.04 ) $ (0.16 ) $ (0.14 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options 1,291,334 625,001 1,291,334 625,001 Warrants 2,816,850 3,944,000 2,816,850 3,944,000 Convertible debt 3,084,175 2,820,966 3,084,175 2,820,966 Warrants issuable upon conversion of debt (See "NOTE 2 - Debt" above) 3,084,175 2,820,966 3,084,175 2,820,966 Total shares not included in the computation of diluted losses per share 10,276,534 10,210,933 10,276,534 10,210,933 |
Related Party Transactions
| Related Party Transactions | 9 Months Ended |
| May 31, 2018 | |
| Notes to Financial Statements | |
| NOTE 7 - Related Party Transactions | A related party with respect to the Company is generally defined as any person (i) (and, if a natural person, inclusive of his or her immediate family) that holds 10% or more of the Company’s securities, (ii) that is part of the Company’s management, (iii) that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The law firm of Satterlee Stephens LLP (“Satterlee”), of which Joseph Sierchio, one of the Company’s directors, is a partner, provides counsel to the Company. Mr. Sierchio is the Company’s primary attorney. Fees billed by Satterlee during the three months ended May 31, 2018 and 2017, totaled $74,198 and $101,138, respectively, and $220,032 and $252,693 during the nine months ended May 31, 2018 and 2017. At May 31, 2018 and August 31, 2017, the Company owed Satterlee $50,286 and $105,184, respectively, which is included in accounts payable. Mr. Sierchio continues to serve as a director of the Company. On August 7, 2017, the Company appointed Jatinder Bhogal to the Board of Directors. Mr. Bhogal has provided consulting services to the Company through his wholly owned company, Vector Asset Management, Inc., pursuant to a Consulting Agreement dated February 1, 2014 as amended on November 11, 2016. Pursuant to the Consulting Agreement, Mr. Bhogal receives compensation of $5,000 per month. In connection with the Consulting Agreement, during the three months ended May 31, 2018 and 2017, the Company recognized expense $15,000 and $15,000, respectively, and $45,000 and $45,000 of expense during the nine months ended May 31, 2018 and 2017, respectively. On November 3, 2017, the Company entered into the Third Amendment to the 2013 Bridge Loan Agreement and the Third Amendment to the 2015 Bridge Loan Agreement with the Investor pursuant to which the Company and the Investor agreed to extend the maturity date to December 31, 2019. Pursuant to the Third Amendment to the 2013 Bridge Loan Agreement and the Third Amendment to the 2015 Bridge Loan Agreement, the rate of interest increased to 10.5% and the following warrants, held by the Investor, had their maturity date extended to December 31, 2022: a) Series M Warrant to purchase 246,000 shares; b) Series N Warrant to purchase 767,000 shares; c) Series P Warrant to purchase 213,500 shares; d) Series R Warrant to purchase 468,750; and e) Series S-A Warrant to purchase 300,000 shares. As a result of extending the expiration date of the above warrants to December 31, 2022, the Company recognized an additional debt discount to the 2013 Note of $1,074,265 as of November 3, 2017. For additional information related to our warrants, please see “NOTE 4 – Common Stock and Warrants”. For additional information related to our debt, please see “NOTE 2 – Debt”. All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business. |
Subsequent Events
| Subsequent Events | 9 Months Ended |
| May 31, 2018 | |
| Notes to Financial Statements | |
| NOTE 8 - Subsequent Events | Management has reviewed material events subsequent of the period ended May 31, 2018 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. |
Basis of Presentation, Organi15
| Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern (Policies) | 9 Months Ended |
| May 31, 2018 | |
| Basis Of Presentation Organization Recent Accounting Pronouncements And Going Concern | |
| Basis of Presentation | The unaudited financial statements of SolarWindow Technologies, Inc. (the “ Company GAAP KEC New Energy Solar |
| Organization | SolarWindow Technologies, Inc. was incorporated in the State of Nevada on May 5, 1998, under the name “Octillion Corp.” On December 2, 2008, the Company amended its Articles of Incorporation to effect a change of name to New Energy Technologies, Inc. Effective as of March 9, 2015, the Company amended its Articles of Incorporation to change its name to SolarWindow Technologies, Inc. to align the company name with its brand identity. The Company’s ticker symbol changed to WNDW. Until the fourth quarter of the 2015 fiscal year, the Company was developing two sustainable electricity generating systems. These novel technologies are branded as SolarWindow™ and MotionPower™. On March 2, 2015, the Company announced its exclusive focus on SolarWindow™. The Company’s SolarWindow™ technology harvests light energy from the sun and artificial sources to generate electricity from a transparent coating of organic photovoltaic solar cells applied to glass or plastics, creating a “photovoltaic” effect. Photovoltaics are best known as “solar panels” providing a method to generate electricity using solar cells to convert energy from the sun into a flow of electrons. Conventional PV power is generated by solar modules composed of interconnected mono- or poly-crystalline cells containing PV and electricity-conducting materials. These materials are usually opaque (i.e., not see-through) and only effectively generate electricity with sun light. The Company’s researchers have replaced these materials with a very thin layer of specially developed compounds that allow our SolarWindow™ technology to remain see-through or “transparent,” while generating electricity when exposed to either sun or artificial light. |
| Recent Accounting Pronouncements | In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. Management is currently assessing the impact the adoption of ASU 2017-09 will have on the Company’s Consolidated Financial Statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718)”, which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance is effective for our current fiscal year. The adoption of ASU 2016-09 did not have a material impact on the Consolidated Financial Statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC 842, Leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect this accounting update to have a material effect on its Consolidated Financial Statements. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for our current fiscal year. The adoption of ASU 2015-17 did not have a material impact on the Consolidated Financial Statements. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017. The Company does not expect this accounting update to have a material effect on its Consolidated Financial Statements. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on its Consolidated Financial Statements. |
| Going Concern | The Company does not have any commercialized products, has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. Due to the “start-up” nature of our business, we expect to incur losses as we continue development of our products and technologies. As of May 31, 2018, the Company has incurred recurring operating losses since inception of $44,663,263. As of May 31, 2018, the Company had approximately $1,191,587 of cash on hand and current liabilities of $88,683. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern, which is dependent upon the Company’s ability to establish itself as a profitable business. As of the date of filing of the Company’s most recent Form 10-K on November 22, 2017, based on management’s assessment, the Company had sufficient cash to meet its funding requirements for the next twelve months. However, currently, based upon the Company’s near term anticipated level of operations and expenditures, management believes that cash on hand should be sufficient to enable the Company to continue operations through January 2019 or approximately six months from the date of this quarterly report. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. The Company has negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. The Company expects that it will need to continue to raise substantial additional capital to accomplish its business plan over the next several years, in line with previous expectations. The Company will seek additional funding through private equity or convertible debt. If adequate funds are not available on reasonable terms, or at all, it would result in a material adverse effect on the Company’s business, operating results, financial condition and prospects. In particular, the Company may be required to delay; reduce the scope of or terminate its research and development programs; sell rights to its SolarWindow™ technology and/or MotionPower™ technology, or other technologies or products based upon these technologies; or license the rights to these technologies or products on terms that are less favorable to the Company than might otherwise be available. |
Debt (Tables)
| Debt (Tables) | 9 Months Ended |
| May 31, 2018 | |
| Debt | |
| Outstanding debt | Issue Maturity Debt Interest Date Date Principal Discount Balance Payable As of May 31, 2018: March 2015 Loan as amended 3/4/2015 12/31/2019 $ 600,000 $ - $ 600,000 $ 166,510 2013 Note as amended 10/7/2013 12/31/2019 3,000,000 (789,340 ) 2,210,660 1,225,320 $ 3,600,000 $ (789,340 ) $ 2,810,660 $ 1,391,830 As of August 31, 2017: March 2015 Loan as amended 3/4/2015 12/31/2017 $ 600,000 $ - $ 600,000 $ 113,465 2013 Note as amended 10/7/2013 12/31/2017 3,000,000 (413,377 ) 2,586,623 932,912 $ 3,600,000 $ (413,377 ) $ 3,186,623 $ 1,046,377 |
Common Stock and Warrants (Tabl
| Common Stock and Warrants (Tables) | 9 Months Ended |
| May 31, 2018 | |
| Common Stock And Warrants Tables | |
| Warrants outstanding and exercisable | Shares of Common Stock Issuable from Warrants Outstanding as of Weighted May 31, August 31, Average Description 2018 2017 Exercise Price Expiration Series M 246,000 246,000 $ 2.34 December 31, 2022 Series N 767,000 767,000 $ 3.38 December 31, 2022 Series O - 618,000 $ 3.10 October 31, 2017 Series P 213,500 309,000 $ 3.70 December 31, 2022 Series Q - 937,500 $ 3.20 December 31, 2022 Series R 468,750 937,500 $ 4.00 December 31, 2022 Series S-A 300,000 300,000 $ 2.53 December 31, 2022 Series S 821,600 - $ 3.42 September 29, 2022 Total 2,816,850 4,115,000 |
Stock Options (Tables)
| Stock Options (Tables) | 9 Months Ended |
| May 31, 2018 | |
| Stock Options Tables | |
| Fair value of each option award | Nine Months Ended May 31, 2018 2017 Expected dividend yield – – Expected stock price volatility 83.43% – 83.55 % 81 % Risk-free interest rate 2.27% - 2.33 % 2.03 % Expected term (in years) 7.67 7.67 Exercise price $4.87 - $5.35 $ 3.28 Weighted-average grant date fair-value $3.76 - $5.64 $ 2.48 |
| Stock option activity | Number of Shares Subject to Option Grants Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at August 31, 2016 720,001 3.06 Grants 1,535,000 2.71 Exercises (130,000) 2.62 Outstanding at August 31, 2017 2,125,001 2.84 Grants 1,263,000 5.25 Forfeitures and cancellations (1,805,000) 2.74 Exercises (291,667) 3.32 Outstanding at May 31, 2018 1,291,334 5.22 9.33 years 45,550 Exercisable at May 31, 2018 263,334 5.02 8.44 years 35,150 |
| Share-based compensation cost | Three Months Ended Nine Months Ended May 31, May 31, 2018 2017 2018 2017 Stock Compensation Expense: SG&A $ 215,695 $ 26,667 $ 796,371 $ 102,589 R&PD 251,529 11,695 545,307 68,935 Total $ 467,224 $ 38,362 $ 1,341,678 $ 171,524 |
| Stock options outstanding and exercisable | Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Subject to Outstanding Options Weighted Average Contractual Life (years) Weighted Average Exercise Price Number of Shares Subject To Options Exercise Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 3.28 7,500 8.46 3.28 7,500 8.46 3.28 3.46 35,000 7.60 3.46 25,000 7.60 3.46 4.87 207,500 9.48 4.87 92,500 9.48 4.87 5.35 1,008,000 9.59 5.35 105,000 9.59 5.35 5.94 33,334 2.57 5.94 33,334 2.57 5.94 Total 1,291,334 9.33 $5.22 263,334 8.44 $5.02 |
Net Loss Per Share (Tables)
| Net Loss Per Share (Tables) | 9 Months Ended |
| May 31, 2018 | |
| Net Loss Per Share Tables | |
| Computation of basic and diluted net loss per share | Three Months Ended May 31, Nine Months Ended May 31, 2018 2017 2018 2017 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (1,444,896 ) $ (1,202,337 ) $ (5,633,511 ) $ (4,211,138 ) Denominator: Weighted average number of common shares outstanding 36,270,592 33,810,348 35,924,340 30,347,594 Basic and diluted EPS $ (0.04 ) $ (0.04 ) $ (0.16 ) $ (0.14 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options 1,291,334 625,001 1,291,334 625,001 Warrants 2,816,850 3,944,000 2,816,850 3,944,000 Convertible debt 3,084,175 2,820,966 3,084,175 2,820,966 Warrants issuable upon conversion of debt (See "NOTE 2 - Debt" above) 3,084,175 2,820,966 3,084,175 2,820,966 Total shares not included in the computation of diluted losses per share 10,276,534 10,210,933 10,276,534 10,210,933 |
Basis of Presentation, Organi20
| Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern (Details Narrative) - USD ($) | 9 Months Ended | |||
| May 31, 2018 | Aug. 31, 2017 | May 31, 2017 | Aug. 31, 2016 | |
| Organization And Going Concern Details Narrative | ||||
| State of incorporation | State of Nevada | |||
| Date of incorporation | May 5, 1998 | |||
| Retained deficit | $ (44,663,263) | $ (39,029,752) | ||
| Cash and cash equivalents | 1,191,587 | 670,853 | $ 270,875 | $ 2,509,215 |
| Total current liabilities | $ 88,683 | $ 230,184 |
Debt (Details)
| Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
| May 31, 2018 | Aug. 31, 2017 | |
| Principal | $ 3,600,000 | $ 3,600,000 |
| Debt Discount | (789,340) | (413,377) |
| Outstanding debt balances | 2,810,660 | 3,186,623 |
| Interest Payable | $ 1,391,830 | $ 1,046,377 |
| March 2015 Loan as amended [Member] | ||
| Issue Date | Mar. 4, 2015 | Mar. 4, 2015 |
| Maturity Date | Dec. 31, 2019 | Dec. 31, 2017 |
| Principal | $ 600,000 | $ 600,000 |
| Debt Discount | ||
| Outstanding debt balances | 600,000 | 600,000 |
| Interest Payable | $ 166,510 | $ 113,465 |
| 2013 Note as amended [Member] | ||
| Issue Date | Oct. 7, 2013 | Oct. 7, 2013 |
| Maturity Date | Dec. 31, 2019 | Dec. 31, 2017 |
| Principal | $ 3,000,000 | $ 3,000,000 |
| Debt Discount | (789,340) | (413,377) |
| Outstanding debt balances | 2,210,660 | 2,586,623 |
| Interest Payable | $ 1,225,320 | $ 932,912 |
Debt (Details Narrative)
| Debt (Details Narrative) - USD ($) | Nov. 03, 2017 | Nov. 03, 2017 | Mar. 04, 2015 | Oct. 07, 2013 | May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 |
| Accretion of debt discount | $ (125,422) | $ (311,727) | $ (698,302) | $ (999,718) | |||||
| Interest expense | 128,706 | 79,162 | 345,453 | 231,626 | |||||
| Debt discount | 789,340 | 789,340 | $ 413,377 | ||||||
| Bridge Loan One [Member] | |||||||||
| Cash receved | $ 600,000 | ||||||||
| Interest rate | 7.00% | ||||||||
| Accretion of debt discount | 0 | 0 | 0 | 74,702 | |||||
| Interest expense | $ 19,763 | 12,156 | $ 53,045 | 35,462 | |||||
| Default rate | 15.00% | ||||||||
| Convertible Promissory Note [Member] | |||||||||
| Cash receved | $ 3,000,000 | ||||||||
| Interest rate | 7.00% | ||||||||
| Debt instrument, terms of conversion feature | The Investor may elect to convert principal and accrued interest into units of the Company's equity securities, with each Unit consisting of (a) one share of common stock; and (b) one Stock Purchase Warrant for the purchase of one share of common stock. The conversion price for each Unit is the lesser of (i) $1.37; or (ii) 70% of the 20 day average closing price of the Company's common stock prior to conversion, subject to a floor of $1.00 with the exercise price of each Warrant being equal to 60% of the 20 day average closing price of the Company's common stock prior to conversion. If issued, the Warrant included in the Units will be exercisable for a period of five years | ||||||||
| Convertible Promissory Note [Member] | Warrant [Member] | |||||||||
| Commom stock shares issuable upon conversion of debt | 3,084,175 | 3,084,175 | |||||||
| December 31 2022 Member | Series S warrants [Member] | |||||||||
| Debt instrument maturity date | Jul. 24, 2022 | ||||||||
| Commom stock shares issuable upon conversion of debt | 300,000 | 300,000 | |||||||
| Debt discount | $ 20,100 | $ 20,100 | |||||||
| Debt instrument, extended maturity date | Dec. 31, 2022 | ||||||||
| December 31 2022 Member | Series R warrants [Member] | |||||||||
| Debt instrument maturity date | Jun. 20, 2021 | ||||||||
| Commom stock shares issuable upon conversion of debt | 468,750 | 468,750 | 468,750 | 468,750 | |||||
| Debt discount | $ 295,781 | $ 295,781 | |||||||
| Debt instrument, extended maturity date | Dec. 31, 2022 | ||||||||
| December 31 2022 Member | Series P warrants [Member] | |||||||||
| Debt instrument maturity date | Apr. 30, 2018 | ||||||||
| Commom stock shares issuable upon conversion of debt | 213,500 | 213,500 | 213,500 | 213,500 | |||||
| Debt discount | $ 348,219 | $ 348,219 | |||||||
| Debt instrument, extended maturity date | Dec. 31, 2022 | ||||||||
| December 31 2022 Member | Series N warrants [Member] | |||||||||
| Debt instrument maturity date | Dec. 31, 2020 | ||||||||
| Commom stock shares issuable upon conversion of debt | 767,000 | 767,000 | 767,000 | 767,000 | |||||
| Debt discount | $ 327,509 | $ 327,509 | |||||||
| Debt instrument, extended maturity date | Dec. 31, 2022 | ||||||||
| December 31 2022 Member | Series M warrants [Member] | |||||||||
| Debt instrument maturity date | Dec. 31, 2020 | ||||||||
| Commom stock shares issuable upon conversion of debt | 246,000 | 246,000 | 246,000 | 246,000 | |||||
| Debt discount | $ 82,656 | $ 82,656 | |||||||
| Debt instrument, extended maturity date | Dec. 31, 2022 | ||||||||
| 2013 Loan Agreement Member | |||||||||
| Accretion of debt discount | 125,422 | 311,727 | $ 698,302 | 925,016 | |||||
| Interest expense | $ 108,943 | $ 67,006 | 292,408 | $ 195,480 | |||||
| Remaining debt discount | $ 789,340 | ||||||||
| Third Amendment to 2013 Bridge Loan Agreement [Member] | |||||||||
| Debt instrument maturity date | Dec. 31, 2022 | ||||||||
| Debt discount | $ 1,074,265 | $ 1,074,265 | |||||||
| Interest rate, increase | 10.50% | ||||||||
| Investor [Member] | 2013 Bridge Loan Agreement [Member] | |||||||||
| Debt instrument maturity date | Dec. 31, 2019 | ||||||||
| Investor [Member] | Third Amendment to 2013 Bridge Loan Agreement [Member] | |||||||||
| Debt instrument maturity date | Dec. 31, 2019 | ||||||||
| Debt discount | $ 1,074,265 | $ 1,074,265 | |||||||
| Interest rate, increase | 10.50% | ||||||||
| Investor [Member] | 2015 Bridge Loan Agreement [Member] | |||||||||
| Debt instrument maturity date | Dec. 31, 2019 | ||||||||
| Interest rate, increase | 10.50% |
Private Placements (Details Nar
| Private Placements (Details Narrative) - September 2017 Private Placement [Member] - USD ($) | Sep. 11, 2017 | Sep. 29, 2017 |
| Self directed shares issued | 821,600 | 821,600 |
| Self directed shares issued, per share | $ 3.11 | $ 3.11 |
| Self directed shares issued, amount | $ 2,555,176 | $ 2,555,176 |
| Unit price, description | The unit price was based on a 15% discount to the average of the 30-day closing price (last day being Friday September 8, 2017) of the Company's common stock as reported on the OTCQB. | |
| Description of units issued | Each unit consisted of one share of common stock and one Series S Stock Purchase Warrant to purchase one (1) share of common stock at an exercise price of $3.42 per share through September 29, 2022 | |
| Exercise price of series S stock | $ 3.42 | |
| Relative fair value of common stock | $ 1,540,000 | |
| Relative fair value of series S-A warrants | $ 1,015,000 | |
| Market price per share | $ 3.95 | |
| Estimated volatility rate | 77.96% | |
| Risk free interest rate | 1.71% | |
| Expected dividend rate | 0.00% | |
| Expected life | 5 years |
Common Stock and Warrants (Deta
| Common Stock and Warrants (Details) - $ / shares | 9 Months Ended | ||
| May 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
| Shares of Common Stock Issuable from Warrants | 2,816,850 | 4,115,000 | |
| Weighted Average Exercise Price | $ 5.22 | $ 2.84 | $ 3.06 |
| Series M warrants [Member] | |||
| Shares of Common Stock Issuable from Warrants | 246,000 | 246,000 | |
| Weighted Average Exercise Price | $ 2.34 | $ 2.34 | |
| Expiration | Dec. 31, 2022 | ||
| Series N warrants [Member] | |||
| Shares of Common Stock Issuable from Warrants | 767,000 | 767,000 | |
| Weighted Average Exercise Price | $ 3.38 | $ 3.38 | |
| Expiration | Dec. 31, 2022 | ||
| Series O warrants [Member] | |||
| Shares of Common Stock Issuable from Warrants | 618,000 | ||
| Weighted Average Exercise Price | $ 3.10 | $ 3.10 | |
| Expiration | Oct. 31, 2017 | ||
| Series P warrants [Member] | |||
| Shares of Common Stock Issuable from Warrants | 213,500 | 309,000 | |
| Weighted Average Exercise Price | $ 3.70 | $ 3.70 | |
| Expiration | Dec. 31, 2022 | ||
| Series Q warrants [Member] | |||
| Shares of Common Stock Issuable from Warrants | 937,500 | ||
| Weighted Average Exercise Price | $ 3.20 | $ 3.20 | |
| Expiration | Dec. 31, 2022 | ||
| Series R warrants [Member] | |||
| Shares of Common Stock Issuable from Warrants | 468,750 | 937,500 | |
| Weighted Average Exercise Price | $ 4 | $ 4 | |
| Expiration | Dec. 31, 2022 | ||
| Series S-A warrants [Member] | |||
| Shares of Common Stock Issuable from Warrants | 300,000 | 300,000 | |
| Weighted Average Exercise Price | $ 2.53 | $ 2.53 | |
| Expiration | Dec. 31, 2022 | ||
| Series S warrants [Member] | |||
| Shares of Common Stock Issuable from Warrants | 821,600 | ||
| Weighted Average Exercise Price | $ 3.42 | $ 3.42 | |
| Expiration | Sep. 29, 2022 |
Common Stock and Warrants (De25
| Common Stock and Warrants (Details Narrative) - USD ($) | Jan. 04, 2018 | Sep. 07, 2017 | Dec. 28, 2017 | Nov. 21, 2017 | Sep. 29, 2017 | Oct. 30, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | Sep. 11, 2017 |
| Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
| Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||||||
| Common stock, shares outstanding | 36,292,656 | 34,329,691 | ||||||||
| Proceeds from exercise of warrants | $ 2,949,326 | |||||||||
| Stock purchase option exercised | 291,667 | 130,000 | ||||||||
| Shares reserved for issuance under 2006 Plan | 2,550,085 | |||||||||
| Total shares issued to directors | 160,000 | |||||||||
| Exercise price of shares issued to directors | $ 4.87 | |||||||||
| Common stock, shares issued during period to each director | 40,000 | 46,520 | ||||||||
| September 2017 Private Placement [Member] | ||||||||||
| Self directed shares issued | 821,600 | 821,600 | ||||||||
| Self directed shares issued, per share | $ 3.11 | $ 3.11 | ||||||||
| Self directed shares issued, amount | $ 2,555,176 | $ 2,555,176 | ||||||||
| Exercise price of series S-A stock | $ 3.42 | |||||||||
| Maturity date | Sep. 29, 2022 | |||||||||
| Alastair Livesey [Member] | ||||||||||
| Exercise price of shares issued to directors | $ 4.87 | |||||||||
| Common stock, shares issued during period to each director | 50,000 | |||||||||
| Stock issuance lock-in period, description | 75% of the 210,000 issued shares are subject to a one-year lock-up | |||||||||
| Stock Option [Member] | ||||||||||
| Common stock, shares issued during period to each director | 146,162 | |||||||||
| Stock Option [Member] | Alastair Livesey [Member] | ||||||||||
| Common stock issued upon exercise of Convertible securities | 19,067 | |||||||||
| Stock purchase option exercised | 36,667 | |||||||||
| Stock Option [Member] | John Conklin [Member] | ||||||||||
| Common stock issued upon exercise of Convertible securities | 34,013 | 46,097 | ||||||||
| Stock purchase option exercised | 50,000 | 100,000 | ||||||||
| Three Other Individuals [Member] | September 7, 2017 through April 13, 2018 [Member] | Stock Option [Member] | ||||||||||
| Common stock issued upon exercise of Convertible securities | 46,985 | |||||||||
| Stock purchase option exercised | 105,000 | |||||||||
| Series P warrants [Member] | Holders [Member] | December 1, 2017 Through April 30, 2018 [Member] | ||||||||||
| Common stock issued upon exercise of Convertible securities | 39,500 | |||||||||
| Proceeds from exercise of warrants | $ 146,150 | |||||||||
| Exercise price of warrants | $ 3.70 | |||||||||
| Warrant exercised | 39,500 | |||||||||
| Series R warrants [Member] | Third party [Member] | ||||||||||
| Common stock issued upon exercise of Convertible securities | 285,823 | |||||||||
| Warrant exercised | 468,750 | |||||||||
| Series Q warrants [Member] | Third party [Member] | ||||||||||
| Common stock issued upon exercise of Convertible securities | 189,940 | |||||||||
| Warrant exercised | 468,750 | |||||||||
| Series Q warrants [Member] | Investor [Member] | ||||||||||
| Common stock issued upon exercise of Convertible securities | 189,940 | |||||||||
| Warrant exercised | 468,750 | |||||||||
| Series O warrants [Member] | ||||||||||
| Common stock issued upon exercise of Convertible securities | 80,000 | |||||||||
| Proceeds from exercise of warrants | $ 248,000 | |||||||||
| Exercise price of warrants | $ 3.10 | |||||||||
| Warrant exercised | 80,000 |
Stock Options (Details)
| Stock Options (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
| May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | |
| Expected dividend yield | |||
| Expected stock price volatility | 81.00% | ||
| Risk-free interest rate | 2.03% | ||
| Expected term (in years) | 7 years 8 months 1 day | 7 years 8 months 1 day | |
| Exercise price | $ 5.25 | $ 3.28 | $ 2.71 |
| Weighted-average grant date fair-value | $ 2.48 | ||
| Minimum [Member] | |||
| Expected stock price volatility | 83.43% | ||
| Risk-free interest rate | 2.27% | ||
| Exercise price | $ 4.87 | ||
| Weighted-average grant date fair-value | $ 3.76 | ||
| Maximum [Member] | |||
| Expected stock price volatility | 83.55% | ||
| Risk-free interest rate | 2.33% | ||
| Exercise price | $ 5.35 | ||
| Weighted-average grant date fair-value | $ 5.64 | ||
Stock Options (Details 1)
| Stock Options (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
| May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | |
| Number of Options | |||
| Outstanding Beginning | 2,125,001 | 720,001 | 720,001 |
| Grants | 1,263,000 | 1,535,000 | |
| Forfeitures and cancellations | (1,805,000) | ||
| Exercises | (291,667) | (130,000) | |
| Outstanding Ending | 1,291,334 | 2,125,001 | |
| Exercisable Ending | 263,334 | ||
| Weighted Average Exercise Price ($) | |||
| Weighted-average exercise price Beginning | $ 2.84 | $ 3.06 | $ 3.06 |
| Grants | 5.25 | $ 3.28 | 2.71 |
| Forfeitures and cancellations | 2.74 | ||
| Exercises | 3.32 | 2.62 | |
| Weighted-average exercise price Ending | 5.22 | $ 2.84 | |
| Exercisable Ending | $ 5.02 | ||
| Weighted Average Remaining Contractual Term | |||
| Outstanding Ending | 9 years 3 months 29 days | ||
| Exercisable Ending | 8 years 5 months 9 days | ||
| Aggregate Intrinsic Value ($) | |||
| Outstanding Ending | $ 45,550 | ||
| Exercisable Ending | $ 35,150 | ||
Stock Options (Details 2)
| Stock Options (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
| May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
| Stock Compensation Expense: | ||||
| SG&A | $ 215,695 | $ 26,667 | $ 796,371 | $ 102,589 |
| R&PD | 251,529 | 11,695 | 545,307 | 68,935 |
| Total | $ 467,224 | $ 38,362 | $ 1,341,678 | $ 171,524 |
Stock Options (Details 3)
| Stock Options (Details 3) - $ / shares | 9 Months Ended | ||
| May 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
| Number of shares subject to outstanding options | 1,291,334 | 2,125,001 | 720,001 |
| Weighted average contractural life (years) | 9 years 3 months 29 days | ||
| Weighted-average exercise price | $ 5.22 | $ 2.84 | $ 3.06 |
| Number of shares subject to options exercisable | 263,334 | ||
| Weighted average contractural life (years) of options exercisable | 8 years 5 months 9 days | ||
| Weighted-average exercise price of options exercisable | $ 5.02 | ||
| $5.94 Per Share [Member] | |||
| Number of shares subject to outstanding options | 33,334 | ||
| Weighted average contractural life (years) | 2 years 6 months 25 days | ||
| Weighted-average exercise price | $ 5.94 | ||
| Number of shares subject to options exercisable | 33,334 | ||
| Weighted average contractural life (years) of options exercisable | 2 years 6 months 25 days | ||
| Weighted-average exercise price of options exercisable | $ 5.94 | ||
| $5.35 Per Share [Member] | |||
| Number of shares subject to outstanding options | 1,008,000 | ||
| Weighted average contractural life (years) | 9 years 7 months 2 days | ||
| Weighted-average exercise price | $ 5.35 | ||
| Number of shares subject to options exercisable | 105,000 | ||
| Weighted average contractural life (years) of options exercisable | 9 years 7 months 2 days | ||
| Weighted-average exercise price of options exercisable | $ 5.35 | ||
| $4.87 Per Share [Member] | |||
| Number of shares subject to outstanding options | 207,500 | ||
| Weighted average contractural life (years) | 9 years 5 months 23 days | ||
| Weighted-average exercise price | $ 4.87 | ||
| Number of shares subject to options exercisable | 92,500 | ||
| Weighted average contractural life (years) of options exercisable | 9 years 5 months 23 days | ||
| Weighted-average exercise price of options exercisable | $ 4.87 | ||
| $3.46 Per Share [Member] | |||
| Number of shares subject to outstanding options | 35,000 | ||
| Weighted average contractural life (years) | 7 years 7 months 6 days | ||
| Weighted-average exercise price | $ 3.46 | ||
| Number of shares subject to options exercisable | 25,000 | ||
| Weighted average contractural life (years) of options exercisable | 7 years 7 months 6 days | ||
| Weighted-average exercise price of options exercisable | $ 3.46 | ||
| $3.28 Per Share [Member] | |||
| Number of shares subject to outstanding options | 7,500 | ||
| Weighted average contractural life (years) | 8 years 5 months 16 days | ||
| Weighted-average exercise price | $ 3.28 | ||
| Number of shares subject to options exercisable | 7,500 | ||
| Weighted average contractural life (years) of options exercisable | 8 years 5 months 16 days | ||
| Weighted-average exercise price of options exercisable | $ 3.28 |
Stock Options (Details Narrativ
| Stock Options (Details Narrative) - USD ($) | Jul. 07, 2017 | Dec. 28, 2017 | Dec. 27, 2017 | Nov. 21, 2017 | Nov. 15, 2016 | May 31, 2018 | Aug. 31, 2017 |
| Stock option exercise, total | 291,667 | 130,000 | |||||
| Closing stock option exercise price | $ 4.50 | ||||||
| Stock option outstanding | 42,500 | ||||||
| Stock options granted | 1,500,000 | ||||||
| Stock options exercise price | $ 2.70 | $ 4.50 | |||||
| Common stock, shares issued upon exercise of convertible securities | 40,000 | 46,520 | |||||
| Aggregate intrinsic value of options | $ 32,500 | $ 186,500 | |||||
| Share based compensation (Monthly) | $ 26,000 | ||||||
| Common stock option vested | 1,500,000 | ||||||
| Stock option cancelled under consulting agreement | 1,500,000 | ||||||
| Grant date fair value per option | $ 1.84 | ||||||
| Forfeitures | 1,805,000 | ||||||
| 2006 Incentive Stock Option Plan [Member] | |||||||
| Stock option approved | 5,000,000 | ||||||
| Stock option available for grant shares | 2,550,085 | ||||||
| Stock option exercise | 629,677 | ||||||
| Stock option exercise, total | 1,305,001 | ||||||
| Maturity date | Feb. 7, 2021 | ||||||
| Alastair Livesey [Member] | |||||||
| Stock options granted | 255,000 | ||||||
| Stock options exercise price | $ 4.87 | ||||||
| Common stock, shares issued upon exercise of convertible securities | 50,000 | ||||||
| Two Employees [Member] | |||||||
| Stock options granted | 35,000 | ||||||
| Stock options exercise price | $ 3.28 | ||||||
| Stock Option [Member] | |||||||
| Common stock, shares issued upon exercise of convertible securities | 146,162 | ||||||
| Aggregate intrinsic value of options | $ 1,045,135 | ||||||
| Nonvested options forfeited, number of shares | 5,000 | ||||||
| Share based compensation expenses, reduced | $ 5,157 | ||||||
| Cashless exercise options | 291,667 | ||||||
| Share based compensation expenses not yet recognized | $ 5,315,777 | ||||||
| Share based compensation recognition period | 3 years 9 months | ||||||
| Stock Option [Member] | Alastair Livesey [Member] | |||||||
| Stock option exercise, total | 36,667 | ||||||
| Employment Agreement [Member] | |||||||
| Stock options granted | 1,008,000 | ||||||
| Maturity date | Dec. 31, 2017 | ||||||
| Vesting rate description | 1/48th per month | ||||||
| Forfeitures | 300,000 | ||||||
| Exercise price | $ 5.35 |
Net Loss Per Share (Details)
| Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
| May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | |
| Numerator: | |||||
| Loss available to common stockholders' | $ (1,444,896) | $ (1,202,337) | $ (5,633,511) | $ (4,211,138) | $ (5,353,425) |
| Denominator: | |||||
| Weighted average number of common shares outstanding | 36,270,592 | 33,810,348 | 35,924,340 | 30,347,594 | |
| Basic and diluted EPS | $ (0.04) | $ (0.04) | $ (0.16) | $ (0.14) | |
| The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: | |||||
| Stock options | 1,291,334 | 625,001 | 1,291,334 | 625,001 | |
| Warrants | 2,816,850 | 3,944,000 | 2,816,850 | 3,944,000 | |
| Convertible debt | 3,084,175 | 2,820,966 | 3,084,175 | 2,820,966 | |
| Warrants issuable upon conversion of debt (See "NOTE 2 - Debt" above) | 3,084,175 | 2,820,966 | 3,084,175 | 2,820,966 | |
| Total shares not included in the computation of diluted losses per share | 10,276,534 | 10,210,933 | 10,276,534 | 10,210,933 | |
Related Party Transactions (Det
| Related Party Transactions (Details Narrative) - USD ($) | Nov. 03, 2017 | Nov. 03, 2017 | Aug. 07, 2017 | Jul. 07, 2017 | May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 |
| Share based compensation (Monthly) | $ 26,000 | ||||||||
| Ownership percentage | 10.00% | 10.00% | |||||||
| Debt discount | $ 789,340 | $ 789,340 | $ 413,377 | ||||||
| December 31 2022 Member | Series M warrants [Member] | |||||||||
| Commom stock shares issuable upon exercise of warrants | 246,000 | 246,000 | 246,000 | 246,000 | |||||
| Debt instrument extended maturity date | Dec. 31, 2020 | ||||||||
| Debt discount | $ 82,656 | $ 82,656 | |||||||
| December 31 2022 Member | Series N warrants [Member] | |||||||||
| Commom stock shares issuable upon exercise of warrants | 767,000 | 767,000 | 767,000 | 767,000 | |||||
| Debt instrument extended maturity date | Dec. 31, 2020 | ||||||||
| Debt discount | $ 327,509 | $ 327,509 | |||||||
| December 31 2022 Member | Series P warrants [Member] | |||||||||
| Commom stock shares issuable upon exercise of warrants | 213,500 | 213,500 | 213,500 | 213,500 | |||||
| Debt instrument extended maturity date | Apr. 30, 2018 | ||||||||
| Debt discount | $ 348,219 | $ 348,219 | |||||||
| December 31 2022 Member | Series R warrants [Member] | |||||||||
| Commom stock shares issuable upon exercise of warrants | 468,750 | 468,750 | 468,750 | 468,750 | |||||
| Debt instrument extended maturity date | Jun. 20, 2021 | ||||||||
| Debt discount | $ 295,781 | $ 295,781 | |||||||
| December 31 2022 Member | Series S-A warrants [Member] | |||||||||
| Commom stock shares issuable upon exercise of warrants | 300,000 | 300,000 | |||||||
| Consulting Agreement [Member] | |||||||||
| Related party expense | 15,000 | $ 15,000 | 45,000 | $ 45,000 | |||||
| Mr. Bhogal [Member] | Consulting Agreement [Member] | |||||||||
| Share based compensation (Monthly) | $ 5,000 | ||||||||
| Sierchio [Member] | |||||||||
| Legal services | 74,198 | $ 101,138 | 220,032 | $ 252,693 | |||||
| Satterlee [Member] | |||||||||
| Owed amount included in accounts payable | $ 50,286 | $ 50,286 | $ 105,184 | ||||||
| Third Amendment to 2013 Bridge Loan Agreement [Member] | |||||||||
| Increase in interest rate | 10.50% | ||||||||
| Debt instrument extended maturity date | Dec. 31, 2022 | ||||||||
| Debt discount | $ 1,074,265 | $ 1,074,265 | |||||||
| Third Amendment to 2013 Bridge Loan Agreement [Member] | Investor [Member] | |||||||||
| Terms of agreement | Third Amendment to the 2015 Bridge Loan Agreement, the rate of interest increased to 10.5% and the following warrants, held by the Investor, had their maturity date extended to December 31, 2022: a) Series M Warrant to purchase 246,000 shares; b) Series N Warrant to purchase 767,000 shares; c) Series P Warrant to purchase 213,500 shares; d) Series R Warrant to purchase 468,750; and e) Series S-A Warrant to purchase 300,000 shares | ||||||||
| Increase in interest rate | 10.50% | ||||||||
| Debt instrument extended maturity date | Dec. 31, 2019 | ||||||||
| Debt discount | $ 1,074,265 | $ 1,074,265 |