Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 27, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | INTELLINETICS, INC. | ||
Entity Central Index Key | 0001081745 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,385,945 | ||
Entity Common Stock, Shares Outstanding | 18,524,878 | ||
Trading Symbol | INLX | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 1,088,630 | $ 1,125,921 |
Accounts receivable, net | 135,739 | 295,815 |
Prepaid expenses and other current assets | 162,495 | 162,450 |
Total current assets | 1,386,864 | 1,584,186 |
Property and equipment, net | 9,131 | 14,760 |
Other assets | 10,284 | 10,284 |
Total assets | 1,406,279 | 1,609,230 |
Current liabilities: | ||
Accounts payable and accrued expenses | 308,121 | 405,155 |
Deferred revenues | 723,619 | 708,130 |
Deferred compensation | 165,166 | 213,166 |
Notes payable - current | 875,000 | |
Notes payable - related party - current | 46,807 | 416,969 |
Total current liabilities | 1,243,713 | 2,618,420 |
Long-term liabilities: | ||
Notes payable - net of current portion | 3,144,926 | 1,221,384 |
Notes payable - related party - net of current portion | 1,045,937 | 312,680 |
Other long-term liabilities | 502,295 | 100,301 |
Total long-term liabilities | 4,693,158 | 1,634,365 |
Total liabilities | 5,936,871 | 4,252,785 |
Stockholders' deficit: | ||
Common stock, $0.001 par value, 75,000,000 shares authorized; 17,729,421 and 17,426,792 shares issued and outstanding at December 31, 2018 and 2017, respectively | 30,733 | 30,431 |
Additional paid-in capital | 14,101,460 | 13,648,519 |
Accumulated deficit | (18,662,785) | (16,322,505) |
Total stockholders' deficit | (4,530,592) | (2,643,555) |
Total liabilities and stockholders' deficit | $ 1,406,279 | $ 1,609,230 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Jun. 12, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 75,000,000 | 25,000,000 | 75,000,000 |
Common stock, shares issued | 17,729,421 | 17,426,792 | |
Common stock, shares outstanding | 17,729,421 | 17,426,792 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | ||
Sale of software | $ 173,691 | $ 452,238 |
Software as a service | 748,754 | 622,224 |
Software maintenance services | 995,170 | 966,011 |
Professional services | 289,962 | 451,628 |
Third Party services | 173,850 | 128,007 |
Total revenues | 2,381,427 | 2,620,108 |
Cost of revenues: | ||
Sale of software | 69,754 | 97,899 |
Software as a service | 300,235 | 304,512 |
Software maintenance services | 100,205 | 120,422 |
Professional services | 120,421 | 198,133 |
Third Party services | 151,790 | 39,496 |
Total cost of revenues | 742,405 | 760,462 |
Gross profit | 1,639,022 | 1,859,646 |
Operating expenses: | ||
General and administrative | 2,106,851 | 2,199,904 |
Sales and marketing | 997,910 | 822,514 |
Depreciation | 9,040 | 11,831 |
Total operating expenses | 3,113,801 | 3,034,249 |
Loss from operations | (1,474,779) | (1,174,603) |
Other income (expense) | ||
Gain on retirement of debt | 419,090 | |
Interest expense, net | (865,501) | (609,851) |
Total other income (expense) | (865,501) | (190,761) |
Net loss | $ (2,340,280) | $ (1,365,364) |
Basic and diluted net loss per share: | $ (0.13) | $ (0.08) |
Weighted average number of common shares outstanding - basic and diluted | 17,726,927 | 17,369,012 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 26,816 | $ 12,966,177 | $ (14,957,141) | $ (1,964,148) |
Balance, Shares at Dec. 31, 2016 | 16,815,850 | |||
Stock Issued to Directors | $ 115 | 65,510 | 65,625 | |
Stock Issued to Directors, Shares | 114,831 | |||
Stock Option Compensation | 153,420 | 153,420 | ||
Exercise of Stock Warrants | $ 3,500 | (3,500) | $ 0 | |
Exercise of Stock Warrants, Shares | 496,111 | |||
Note Offer Warrants | 218,389 | $ 218,389 | ||
Beneficial Conversion of Convertible Notes | 248,523 | 248,523 | ||
Net Loss | (1,365,364) | (1,365,364) | ||
Balance at Dec. 31, 2017 | $ 30,431 | 13,648,519 | (16,322,505) | (2,643,555) |
Balance, Shares at Dec. 31, 2017 | 17,426,792 | |||
Stock Issued to Directors | $ 302 | 57,198 | 57,500 | |
Stock Issued to Directors, Shares | 302,629 | |||
Stock Option Compensation | 249,025 | $ 249,025 | ||
Exercise of Stock Warrants, Shares | ||||
Note Offer Warrants | 64,347 | $ 64,347 | ||
Beneficial Conversion of Convertible Notes | 82,371 | 82,371 | ||
Net Loss | (2,340,280) | (2,340,280) | ||
Balance at Dec. 31, 2018 | $ 30,733 | $ 14,101,460 | $ (18,662,785) | $ (4,530,592) |
Balance, Shares at Dec. 31, 2018 | 17,729,421 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (2,340,280) | $ (1,365,364) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,039 | 11,831 |
Bad debt (recovery) expense | (7,223) | 4,221 |
Loss on disposal of fixed assets | 4,816 | |
Amortization of deferred financing costs | 232,609 | 132,296 |
Amortization of beneficial conversion option | 202,220 | 252,623 |
Stock issued for services | 57,500 | 65,625 |
Stock options compensation | 249,025 | 153,420 |
Note offer warrant expense | 52,951 | |
Gain on retirement of debt | (419,090) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 167,299 | (40,539) |
Prepaid expenses and other current assets | (45) | (11,829) |
Accounts payable and accrued expenses | (97,034) | (95,704) |
Deferred compensation | (48,000) | (1,846) |
Other long-term liabilities | 401,994 | 99,176 |
Deferred interest expense | (3,542) | |
Deferred revenues | 15,489 | 38,511 |
Total adjustments | 1,182,873 | 242,920 |
Net cash used in operating activities | (1,157,407) | (1,122,444) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,410) | (12,624) |
Net cash used in investing activities | (3,410) | (12,624) |
Cash flows from financing activities: | ||
Payment of deferred financing costs | (130,841) | (317,527) |
Proceeds from notes payable | 900,000 | 2,320,000 |
Proceeds from notes payable - related parties | 400,000 | 390,000 |
Repayment of notes payable | (786,461) | |
Repayment of notes payable - related parties | (45,633) | (34,969) |
Net cash provided by financing activities | 1,123,526 | 1,571,043 |
Net (decrease) increase in cash | (37,291) | 435,975 |
Cash - beginning of period | 1,125,921 | 689,946 |
Cash - end of period | 1,088,630 | 1,125,921 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest and taxes | 34,852 | 170,889 |
Supplemental disclosure of non-cash financing activities: | ||
Discount on notes payable for beneficial conversion feature | 57,661 | 248,522 |
Discount on notes payable - related parties for beneficial conversion feature | 24,710 | |
Discount on notes payable for warrants | 44,548 | 103,637 |
Discount on notes payable - related parties for warrants | $ 19,799 | $ 61,801 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization and Nature of Operations | 1. Business Organization and Nature of Operations Intellinetics, Inc., formerly known as GlobalWise Investments, Inc., (“Intellinetics”), is a Nevada corporation incorporated in 1997, with a single operating subsidiary, Intellinetics, Inc., an Ohio corporation (“Intellinetics Ohio”), together with Intellinetics, the (“Company,” “we,” “us,” and “our”). Intellinetics Ohio was incorporated in 1996, and on February 10, 2012, Intellinetics Ohio became the sole operating subsidiary of Intellinetics as a result of a reverse merger and recapitalization. The Company is a document solutions software development, sales and marketing company serving both the public and private sectors. The Company’s software platform allows customers to capture and manage all documents across operations such as scanned hard-copy documents and all digital documents including those from Microsoft Office 365, digital images, audio, video and emails. The Company’s solutions create value for customers by making it easy to connect business-critical documents to the processes they drive by making them easy to find, secure and compliant with its customers’ audit requirements. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The Company has evaluated subsequent events through the issuance of this Form 10-K. |
Liquidity and Management's Plan
Liquidity and Management's Plans | 12 Months Ended |
Dec. 31, 2018 | |
Liquidity And Managements Plans | |
Liquidity and Management's Plans | 3. Liquidity and Management’s Plans Through December 31, 2018, the Company had incurred an accumulated deficit since its inception of $18,662,785. At December 31, 2018, the Company had a cash balance of $1,088,630. From the Company’s inception, it has generated revenues from the sales and implementation of its internally generated software applications. The Company’s business plan is to increase our sales and market share by developing a targeted marketing approach to select vertical markets and an expanded network of resellers through which we expect to sell our expanded software product portfolio, as well as continue to enhance our direct selling results. We expect that this marketing initiative will require us to continue our efforts towards direct marketing campaigns and leads management, reseller training and on-boarding, and to develop additional software integration and customization capabilities, all of which will require additional capital. The Company expects that through the next 12 months, the capital requirements to fund the Company’s growth, service existing debt obligations, and to cover the operating costs as a public company will consume substantially all of the cash flows that it intends to generate from its operations. The Company further believes that during this period, while the Company is focusing on the growth and expansion of its business, the gross profit that it expects to generate from operations will not generate sufficient funds to cover these anticipated operating costs. Our cash requirements are insufficient by approximately $86,000 per month. During 2018 and 2017, the Company has used the proceeds from the convertible note issuances to sustain operations and to follow through on the execution of its business plan. There is no assurance that the Company has or will be able to obtain sufficient funds to fund the Company’s operations. Given these conditions, the Company’s ability to continue as a going concern is contingent upon increasing its revenues and successfully managing its cash requirements. In addition, the Company’s ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrants into established markets, the competitive environment in which the Company operates and its cash requirements. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Since inception, the Company’s operations have primarily been funded through a combination of gross margins, state business development loans, bank loans, convertible loans, and the sale of securities. Although management believes that the Company may have access to additional capital resources, there are currently no commitments or arrangements in effect that would provide for new financing and there is no assurance that the Company will be able to obtain additional funds on commercially acceptable terms, if at all. During the twelve months ended December 31, 2018, the Company raised $1,169,159, net of financing costs of $130,841, through the issuance of convertible notes and warrants. The proceeds from the issuance and the sale were used to fund the Company’s working capital needs and debt repayment obligations. The current level of cash and operating margins may not be enough to cover the existing fixed and variable obligations of the Company, so increased revenue performance and the addition of capital are critical to the Company’s success. The Company’s consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should it be unable to continue as a going concern. |
Corporate Actions
Corporate Actions | 12 Months Ended |
Dec. 31, 2018 | |
Corporate Actions | |
Corporate Actions | 4. Corporate Actions On February 10, 2012, Intellinetics Ohio was acquired by Intellinetics, when it was known as GlobalWise Investments, Inc., pursuant to a reverse merger, with Intellinetics Ohio surviving as a wholly owned subsidiary of Intellinetics. On September 1, 2014, the Company changed its name from GlobalWise Investments, Inc., to Intellinetics, Inc. and effected a one-for-seven (1-for-7) reverse stock split of the Company’s common stock. All share and per share amounts herein have been adjusted to reflect the reverse stock split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 5. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses. Actual results could differ from estimated amounts. Significant estimates and assumptions include valuation allowances related to receivables, the recoverability of long-term assets, depreciable lives of property and equipment, estimates of fair value deferred taxes and related valuation allowances. The Company’s management monitors these risks and assesses its business and financial risks on a quarterly basis. Concentrations of Credit Risk The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. The number of customers that comprise the Company’s customer base, along with the different industries, governmental entities and geographic regions, in which the Company’s customers operate, limits concentrations of credit risk with respect to accounts receivable. The Company does not generally require collateral or other security to support customer receivables; however, the Company may require its customers to provide retainers, up-front deposits or irrevocable letters-of-credit when considered necessary to mitigate credit risks. The Company has established an allowance for doubtful accounts based upon facts surrounding the credit risk of specific customers and past collections history. Credit losses have been within management’s expectations. At December 31, 2018 and 2017, the Company’s allowance for doubtful accounts was $7,427 and $16,443, respectively. Property and Equipment Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed over the estimated useful lives of the related assets on a straight-line basis. Furniture and fixtures, computer hardware and purchased software are depreciated over three to seven years. Leasehold improvements are amortized over the life of the lease or the asset, whichever is shorter, generally seven to ten years. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation and amortization of these assets are removed from the accounts and the resulting gains and losses are reflected in the results of operations. Impairment of Long-Lived Assets The Company accounts for the impairment and disposition of long-lived assets in accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment.” The Company tests long-lived assets or asset groups, such as property and equipment, for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life. Recoverability is assessed based on comparing the carrying amount of the asset to the aggregate pre-tax undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group. Impairment is recognized when the carrying amount is not recoverable and exceeds the fair value of the asset or asset group. The impairment loss, if any, is measured as the amount by which the carrying amount exceeds fair value, which for this purpose is based upon the discounted projected future cash flows of the asset or asset group. Share-Based Compensation The Company accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation.” Stock-based payments to employees include grants of stock that are recognized in the consolidated statement of operations based on their fair values at the date of grant. The Company accounts for stock-based payments to non-employees in accordance with ASC 718 and ASC 505-50, “Equity-Based Payments to Non-Employees,” which requires that such equity instruments are recorded at their fair value on the measurement date, with the measurement of such compensation being subject to periodic adjustment as the underlying equity instruments vest. The grant date fair value of stock option awards is recognized in earnings as share-based compensation cost over the requisite service period of the award using the straight-line attribution method. The Company estimates the fair value of the stock option awards using the Black-Scholes-Merton option pricing model. The exercise price of options is specified in the stock option agreements. The expected volatility is based on the historical volatility of the Company’s stock for the previous period equal to the expected term of the options. The expected term of options granted is based on the midpoint between the vesting date and the end of the contractual term. The risk-free interest rate is based upon a U.S. Treasury instrument with a life that is similar to the expected term of the options. The expected dividend yield is based upon the yield expected on date of grant to occur over the term of the option. Software Development Costs Software development costs for software to be sold or otherwise marketed incurred prior to the establishment of technological feasibility are expensed as incurred. The Company defines establishment of technological feasibility as the completion of a working model. Software development costs incurred subsequent to the establishment of technological feasibility through the period of general market availability of the product are capitalized, if material. To date, all software development costs for software to be sold or otherwise marketed have been expensed as incurred. In accordance with Accounting Standards Codification (“ASC”) 350-40, “Internal-Use Software,” the Company capitalizes purchase and implementation costs of internal use software. No such costs were capitalized during the periods presented. Research and Development We design, develop, test, market, license, and support new software products and enhancements of current products. We continuously monitor our software products and enhancements to remain compatible with standard platforms and file formats. We expense our software development costs as incurred. For the twelve months ending December 31, 2018 and 2017, our research and development costs were $359,789 and $412,405, respectively. Recent Accounting Pronouncements Stock Compensation In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplified certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification on the statement of cash flows. ASU 2016-09 was effective for the Company beginning in its first quarter of 2017. The Company adopted this guidance on January 1, 2017 without a material impact to the financial statements and will continue with their election to recognize forfeitures as incurred. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (“842”) (“ASU 2016-02”), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. ASU 2016-02 will be effective for the Company beginning in its first quarter of 2019, and early adoption is permitted. The Company has evaluated the impact of adopting ASU 2016-02 on its consolidated financial statements and expects to record a lease liability and right-of-use asset of approximately $140,000 to $150,000, after adoption. Revenue Recognition Effective January 1, 2018, we adopted ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), using the full retrospective transition method on January 1, 2018. Adoption of the standard using the full retrospective method required us to restate certain previously reported results. In accordance with ASC 606, the Company follows a five-step model to assess each contract of a sale or service to a customer: identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time. Revenue is recognized when a performance obligation is satisfied and the customer obtains control of promised goods and services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services. In addition, ASC 606 requires disclosures of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We categorize revenue as Software, Software as a Service, Software Maintenance Services, Professional Services, and Third Party Services. We earn the majority of our revenue from the sale of Software as a Service and the sale of Software Maintenance Services. Specific revenue recognition policies apply to each category of revenue. a) Sale of Software Revenues included in this classification typically include sales of licenses with professional services to new customers, additional software licenses to existing customers, and sales of software with or without services to the Company’s Resellers (See section j) - Reseller Agreements, below. Our software licenses are functional intellectual property and typically provide customers with the right to use our software in perpetuity as it exists when made available to the customer. We recognize revenue from software licenses at a point in time upon delivery, provided all other revenue recognition criteria are met. b) Sale of Software as a Service Sale of software as a service (“SaaS”) consists of revenues from arrangements that provide customers the use of the Company’s software applications, as a service, typically billed on a monthly or annual basis. Advance billings of these services are not recorded to the extent that the term of the arrangement has not commenced and payment has not been received. Revenue on these services is recognized over the contract period. c) Sale of Software Maintenance Services Software maintenance services revenues consist of revenues derived from arrangements that provide post-contract support (“PCS”), including software support and bug fixes, to the Company’s software license holders. Advance billings of PCS are not recorded to the extent that the term of the PCS has not commenced and payment has not been received. PCS is considered distinct services. However, these distinct services are considered a single performance obligation consisting of a series of services that are substantially the same and have the same pattern of transfer to the customer. These revenues are recognized ratably over the term of the maintenance contract. d) Sale of Professional Services Professional services consist principally of revenues from consulting, advisory services, training and customer assistance with management and uploading of data into the Company’s applications. We recognize professional services revenue over time as the services are delivered using an input method (i.e., labor hours incurred as a percentage of total labor hours budgeted), provided all other revenue recognition criteria are met. e) Sale of Third Party Services Sale of third party services consist principally of third party software and/or equipment as a pass through of software and equipment purchased from third parties at the request of customers. We recognize revenue from third party services at a point in time upon delivery, provided all other revenue recognition criteria are met. In addition, we have considered our relationship with third party vendors as it relates to principal vs. agent considerations under the new standard. Our evaluation determined that we are in control of establishing the transaction price for the customer, managing all aspects of the shipments process and taking the risk of loss for delivery, collection, and returns. Based on our evaluation of the control model, we determined that we act as the principal rather than the agent within our revenue arrangements and as such, revenues are reported on a gross basis. f) Arrangements with multiple performance obligations In addition to selling software licenses, software as a service, software maintenance services, professional services, and third party services on a stand-alone basis, a portion of our contracts include multiple performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each distinct performance obligation, on a relative basis using its standalone selling price. The Company determines the standalone selling price based on the price charged for the deliverable when sold separately. g) Contract balances When the timing of our delivery of goods or services is different from the timing of payments made by customers, we recognize either a contract asset (performance precedes contractual due date) or a contract liability (customer payment precedes performance). Customers that prepay are represented by deferred revenue until the performance obligation is satisfied. Contract assets represent arrangements in which the good or service has been delivered but payment is not yet due. Our contract assets consisted of unbilled receivables, which are included in prepaid expenses and other current assets. Our contract liabilities consisted of deferred (unearned) revenue, which is generally related to software as a service or software maintenance contracts. We classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize revenue. The following table present changes in our contract assets and liabilities during the twelve months ended December 31, 2018 and 2017: Balance at Beginning of Period Revenue Recognized in Advance of Billings Billings Balance at End of Period Twelve months ended December 31, 2018 Contract assets: Unbilled receivables $ 89,847 $ 319,221 $ (318,366 ) $ 90,702 Twelve months ended December 31, 2017 Contract assets: Unbilled receivables $ 94,153 $ 380,219 $ (384,525 ) $ 89,847 Balance at Beginning of Period Billings Recognized Revenue Balance at End of Period Twelve months ended December 31, 2018 Contract liabilities: Deferred revenue $ 708,130 $ 2,370,975 $ (2,355,486 ) $ 723,619 Twelve months ended December 31, 2017 Contract liabilities: Deferred revenue $ 666,288 $ 2,709,932 $ (2,668,090 ) $ 708,130 h) Remaining performance obligations Remaining performance obligations represent the transaction price from contracts for which work has not been performed or goods and services have not been delivered. We expect to recognize revenue on approximately 90% of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter. As of December 31, 2018, the aggregate amount of the transaction price allocated to remaining performance obligations for software as a service and software maintenance contracts with a duration greater than one year was $96,953. This does not include revenue related to performance obligations that are part of a contract whose original expected duration is one year or less. i) Rights of return and customer acceptance The Company does not generally offer variable consideration, financing components, rights of return or any other incentives such as concessions, product rotation, or price protection and, therefore, does not provide for or make estimates of rights of return and similar incentives. Our contracts with customers generally do not include customer acceptance clauses. j) Reseller agreements The Company executes certain sales contracts through Resellers. The Company recognizes revenues relating to sales through Resellers on the sell-in method when all the recognition criteria have been met including passing of control. In addition, the Company assesses the credit-worthiness of each Reseller, and if the Reseller is undercapitalized or in financial difficulty, any revenues expected to emanate from such Resellers are deferred and recognized only when cash is received and all other revenue recognition criteria are met. k) Contract costs The Company recognizes capitalizes for the incremental costs of obtaining a contract with a customer. We have determined that certain sales commissions meet the requirement to be capitalized, and we amortize these costs on a consistent basis with the pattern of transfer of the goods and services in the contract. Total capitalized costs to obtain contracts were immaterial during the periods presented and are included in other current and long-term assets on our consolidated balance sheets. l) Sales taxes Sales taxes charged to and collected from customers as part of the Company’s sales transactions are excluded from revenues , as well as the determination of transaction price for contracts with multiple performance obligations, and recorded as a liability to the applicable governmental taxing authority. m) Impact of ASC 606 adoption to reported results Adoption of the new revenue standard impacted our reported results as follows: For the Twelve Months Ended December 31, 2017 As Reported New Revenue Standard Adjustment As Adjusted Consolidated Statements of Operations: Revenues $ 2,623,441 $ (3,333 ) $ 2,620,108 Operating expenses 3,031,555 2,694 3,034,249 Net loss (1,359,337 ) (6,027 ) (1,365,364 ) Basic and diluted net loss per share (0.08 ) - (0.08 ) December 31, 2017 As Reported New Revenue Standard Adjustment As Adjusted Consolidated Balance Sheets: Accounts payable and accrued expenses $ 400,896 $ 4,259 $ 405,155 Deferred revenue 703,971 4,159 708,130 Accumulated deficit (16,314,087 ) (8,418 ) (16,322,505 ) Advertising The Company expenses the cost of advertising as incurred. Advertising expense for the twelve months ended December 31, 2018 and 2017 amounted to $21,402 and $23,675, respectively. Earnings (Loss) Per Share Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company has outstanding stock options which have not been included in the calculation of diluted net loss per share because to do so would be anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss per share for each period are the same. Income Taxes The Company and its subsidiary file a consolidated federal income tax return. The provision for income taxes is computed by applying statutory rates to income before taxes. Deferred income taxes are recognized for the tax consequences in future years of temporary differences between the financial reporting and tax bases of assets and liabilities as of each period-end based on enacted tax laws and statutory rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A 100% valuation allowance has been established on deferred tax assets at December 31, 2018 and 2017, due to the uncertainty of our ability to realize future taxable income. The Company accounts for uncertainty in income taxes in its financial statements as required under ASC 740, “Accounting for Uncertainty in Income Taxes.” The standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition accounting. Management determined there were no material uncertain positions taken by the Company in its tax returns. The Tax Cuts and Jobs Act (The Act) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. There are other provisions of the Act that will affect the determination of income tax for the Company in future years. The Company has remeasured certain deferred tax assets and liabilities as of the enactment date of the Act based on the rates at which they are expected to reverse in the future, which is generally 21%. The amount recorded related to the remeasurement of our deferred tax balance was approximately $1,830,000, which was offset by a reduction in the valuation allowance. Statement of Cash Flows For purposes of reporting cash flows, cash includes cash on hand and demand deposits held by banks. Reclassifications Certain amounts in the 2017 consolidated financial statements have been reclassified to conform to current year presentation. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy included in U.S. GAAP gives the highest priority to Level 1 inputs, which consist of unadjusted quoted prices for identical instruments in active markets. Level 2 inputs consist of quoted prices for similar instruments. Level 3 valuations are derived from inputs that are significant and unobservable, and these valuations have the lowest priority. Management believes that the carrying values of cash and equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of their short maturity. The table below reflects all notes payable at December 31, 2018 and 2017, respectively. December 31, 2018 December 31, 2017 Fair Value Fair Value 2016 Unrelated Notes (a) $ 1,000,261 $ 797,312 2017 Unrelated Notes (a) 2,275,686 2,256,057 2018 Unrelated Notes (b) 900,000 - Total $ 4,175,947 $ 3,053,369 December 31, 2018 December 31, 2017 Fair Value Fair Value The $250,000 Shealy Note (c) $ 46,807 $ 92,439 2016 Related Notes (a) 433,117 352,115 2017 Related Notes (a) 504,271 499,922 2018 Related Notes (b) 400,000 - Total $ 1,384,195 $ 944,476 (a) The fair value was based upon Level 2 inputs. See Note 8 for additional information about the Company’s 2016 and 2017 Unrelated Notes. See Note 9 for additional information about the Company’s 2016 and 2017 Related Notes. (b) The 2018 Unrelated and Related Notes were closed in September, 2018 between market participants, therefore, fair value approximates carrying value given proximity to year-end. See Note 8 for additional information about the Company’s 2018 Unrelated Notes. See Note 9 for additional information about the Company’s 2016 and 2017 Related Notes. (c) The fair value was based upon Level 2 inputs. Short term maturity and interest rate approximates rate that the Company realized with issuance of new debt in September, 2018; therefore, carrying value approximates fair value. See Note 9 for additional information about the Company’s $250,000 Shealy Note. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment are comprised of the following: December 31, 2018 December 31, 2017 Computer hardware and purchased software $ 254,470 $ 252,275 Leasehold improvements 221,666 221,666 Furniture and fixtures 82,056 82,722 558,192 556,663 Less: accumulated depreciation and amortization (549,061 ) (541,903 ) Property and equipment, net $ 9,131 $ 14,760 Total depreciation expense on the Company’s property and equipment for the twelve months ended December 31, 2018 and 2017 amounted to $9,039 and $11,831, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 8. Notes Payable On July 17, 2009, Intellinetics Ohio issued a note payable to the Ohio State Development Authority in the amount of $1,012,500, bearing interest at a rate of 6.00% per annum (“Authority Loan No. 1”). On June 3, 2011, Intellinetics Ohio issued a note payable to the Ohio State Development Authority in the amount of $750,000, bearing interest at a rate of 1% per annum for the first 12 months, then interest at a rate of 7% per annum for the second 12 months (“Authority Loan No. 2,” and together with Authority Loan No. 1, the “Authority Loans”). The Authority Loans were granted to Intellinetics Ohio in connection with the State of Ohio’s economic development programs. The proceeds from these loans were used by Intellinetics Ohio to support its efforts in developing software solutions for its customers. On November 17, 2017, proceeds from the issuance of convertible promissory notes were used in a negotiated settlement in the amount of $525,000 with the Ohio State Development Authority to retire Authority Loan No. 1 and Authority Loan No. 2 with combined principal, accrued interest, and accrued fees totaling $944,090. The settlement amount of $525,000 included paying principal of $487,663 in full and $37,337 in accrued interest and fees. For the twelve months ended December 31, 2017, a gain on retirement of debt of $419,090 was reflected within other income on the consolidated statements of operations, representing basic and diluted net income per share of $0.02. The Company has evaluated the terms of its convertible notes payable in accordance with ASC 815 – 40, “Derivatives and Hedging - Contracts in Entity’s Own Stock” and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion feature did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared with the market price on the date of each note. If the conversion price was deemed to be less than the market value of the underlying common stock at the inception of the note, then the Company would recognize a beneficial conversion feature resulting in a discount on the note payable, upon satisfaction of the contingency. The beneficial conversion features are amortized to interest expense over the life of the respective notes, starting from the date of recognition. The Company issued convertible promissory notes on December 30, 2016 in an aggregate amount of $315,000 and on January 6, 2017 and January 31, 2017 in an aggregate amount of $560,000 (collectively, the “2016 Unrelated Notes”) to unrelated accredited investors. Placement agent and escrow agent fees of $100,255 were deducted from the cash proceeds. The notes bore interest at an annual rate of interest of 12 percent until maturity, with partial interest of 6% payable quarterly, and maturity on December 31, 2018. The note investors had a right, in their sole discretion, to convert the notes into shares at a conversion rate of $0.65 per share. On September 17, 2018, the notes were amended to mature on December 31, 2020, and bear interest at an annual rate of interest of 10% until maturity, with partial interest of 5% payable quarterly. With the amendment, the note investors have a right, in their sole discretion, to convert the notes into shares at a conversion rate of $0.40 per share. The amendment was accounted for as a troubled debt restructuring with the future undiscounted cash flows being greater than the carrying value of the debt prior to extension. No gain was recorded, and a new effective interest rate was established based on the carrying value of the debt and the revised future cash flows. If the notes have not been fully repaid by the Company by the maturity date or converted into shares at the election of the note investors prior to maturity, then such notes will accrue interest at the annual rate of 12% from the maturity date until the date the notes are repaid in full. Any interest not paid quarterly will also accrue interest at the annual rate of 7% instead of 5%. The Company used the proceeds of the notes for working capital, general corporate purposes, and debt repayment. The Company recognized an initial beneficial conversion feature in the amount of $369,677, plus a fair value adjustment of $56,661 under the troubled debt restructuring accounting. Interest expense recognized on the amortization of the beneficial conversion feature was $145,424 and $180,508 for the twelve months ended December 31, 2018 and 2017, respectively. On November 17 and November 30, 2017, the Company issued convertible promissory notes in an aggregate amount of $1,760,000 (“2017 Unrelated Notes”) to unrelated accredited investors. Placement agent and escrow agent fees of $174,810 were deducted from the cash proceeds. The notes mature on November 30, 2019. On September 14, 2018, the notes were amended to mature on December 31, 2020. The amendment was accounted for as a troubled debt restructuring with the future undiscounted cash flows being greater than the carrying value of the debt prior to extension. No gain was recorded, and a new effective interest rate was established based on the carrying value of the debt and the revised future cash flows. The notes bear interest at an annual rate of interest of 8% until maturity, with interest of 8% payable quarterly beginning July 1, 2018. The note investors have a right, in their sole discretion, to convert the notes into shares under certain circumstances at a conversion rate of $0.20 per share. If the notes have not been fully repaid by the Company by the maturity date or converted into shares at the election of the note investors prior to maturity, then such notes will accrue interest at the annual rate of 12% from the maturity date until the date the notes are repaid in full. The Company used the proceeds of the notes for working capital, general corporate purposes, and debt repayment. On September 20 and September 26, 2018, the Company issued convertible promissory notes in an aggregate amount of $900,000 (“2018 Unrelated Notes”) to unrelated accredited investors. Placement agent and escrow agent fees of $106,740 were deducted from the cash proceeds. The notes mature on December 31, 2020, and bear interest at an annual rate of interest of 8% until maturity, with interest of 8% payable quarterly beginning January 2, 2019. The note investors have a right, in their sole discretion, to convert the notes into shares under certain circumstances at a conversion rate of $0.13 per share. If the notes have not been fully repaid by the Company by the maturity date or converted into shares at the election of the note investors prior to maturity, then such notes will accrue interest at the annual rate of 12% from the maturity date until the date the notes are repaid in full. The Company is using the proceeds of the notes for working capital, general corporate purposes, and debt repayment. The table below reflects all notes payable at December 31, 2018 and 2017, respectively, with the exception of related party notes disclosed in Note 9 - Notes Payable - Related Parties. December 31, 2018 December 31, 2017 2016 Unrelated Notes, net of beneficial conversion feature of $101,405 and $189,169, respectively $ 773,595 $ 685,831 2017 Unrelated Notes 1,760,000 1,760,000 2018 Unrelated Notes 900,000 - Total notes payable $ 3,433,595 $ 2,445,831 Less unamortized debt issuance costs (288,669 ) (349,447 ) Less current portion - (875,000 ) Long-term portion of notes payable $ 3,144,926 $ 1,221,384 Future minimum principal payments of these notes payable with the exception of the related party notes in Note 9 - Notes Payable - Related Parties, as described in this Note 8 are as follows: For the Twelve-Months Ending December 31, Amount 2019 $ - 2020 3,535,000 Total $ 3,535,000 As of December 31, 2018 and 2017, accrued interest for these notes payable with the exception of the related party notes in Note 9 - Notes Payable - Related Parties, was $379,339 and $70,304, respectively, and was reflected within other long-term liabilities on the consolidated balance sheets. As of December 31, 2018 and 2017, deferred financing costs were $288,669 and $349,447, respectively, and was reflected within long-term liabilities on the consolidated balance sheets. With respect to all notes outstanding (other than the notes to related parties), for the twelve months ended December 31, 2018 and 2017, interest expense, including the amortization of deferred financing costs, accrued loan participation fees, original issue discounts, deferred interest and related fees, interest expense related to warrants issued for the conversion of convertible notes, and the embedded conversion feature was $666,458 and $425,023, respectively. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Notes Payable - Related Parties | 9. Notes Payable - Related Parties On March 29, 2012, the Company issued an unsecured promissory note in the amount of $238,000, bearing interest at a rate of 10%, payable to Ramon Shealy, a then-director of the Company, who subsequently resigned from the Company’s board of directors (“Board of Directors”) on December 17, 2012, for personal reasons. All principal and interest was due and payable on September 27, 2012, but was later extended to November 24, 2012. On April 16, 2012, the Company issued another promissory note payable to Mr. Shealy, in the amount of $12,000, bearing interest at a rate of 10% per quarter. All principal and interest was due on July 15, 2012, but was later extended to November 24, 2012. On November 24, 2012, the two notes were cancelled and replaced with a $250,000 promissory note, under the same terms, with a maturity date of January 1, 2014. On December 24, 2013, the maturity date of the $250,000 promissory note was extended to January 1, 2015. On March 13, 2013, the Company paid $100,000 of the principal amount of the $250,000 promissory note to Mr. Shealy. On December 31, 2014, the Company and Mr. Shealy agreed to extended payment terms for the remaining total principal and interest in the amount of $193,453, payable in sixty (60) monthly installments beginning January 31, 2015, with a maturity date of January 1, 2020. As of December 31, 2018 and 2017, this Note had a principal balance of $46,807 and $92,439, respectively. As of December 31, 2017, this Note had $770 of accrued interest. On November 30, 2016, the Company issued convertible promissory notes in a maximum aggregate principal amount of $225,000 to Robert Taglich and Michael Taglich (each holding more than 5% beneficial interest in the Company’s shares) and Robert Schroeder (Director) (“2016 Bridge Notes”). The notes had a maturity date of December 1, 2017, bearing interest at an annual rate of interest of 8% until maturity. Each note holder had a right, in their sole discretion, to convert the notes into securities to be issued by the Company in a private placement of equity, equity equivalent, convertible debt or debt financing. On December 30, 2016, the 2016 Bridge Notes were converted by the note holders into the 2016 Related Notes, described below. On December 30, 2016, the Company issued convertible promissory notes in an aggregate amount of $375,000 (the “2016 Related Notes”) to accredited investors, including Robert Taglich and Michael Taglich (each holding more than 5% beneficial interest in the Company’s shares) and Robert Schroeder (Director), in exchange for the conversion of $225,000 principal from the 2016 Bridge Notes and $150,000 cash. The notes bore interest at an annual rate of interest of 12 percent until maturity, with partial interest of 6% payable quarterly, and mature on December 31, 2018. The note investors had a right, in their sole discretion, to convert the notes into shares at a conversion rate of $0.65 per share. On September 17, 2018, the notes were amended to mature on December 31, 2020, and bear interest at an annual rate of interest of 10% until maturity, with partial interest of 5% payable quarterly. With the amendment, the note investors have a right, in their sole discretion, to convert the notes into shares at a conversion rate of $0.40 per share. The amendment was accounted for as a troubled debt restructuring with the future undiscounted cash flows being greater than the carrying value of the debt prior to extension. No gain was recorded, and a new effective interest rate was established based on the carrying value of the debt and the revised future cash flows. If the notes have not been fully repaid by the Company by the maturity date or converted into shares at the election of the note investors prior to the maturity date, then such notes will accrue interest at the annual rate of 12% from the maturity date until the date the notes are repaid in full. Any interest not paid quarterly will also accrue interest at the annual rate of 7% instead of 5%. The Company used the proceeds of the notes for working capital, general corporate purposes, and debt repayment. The Company recognized an initial beneficial conversion feature in the amount of $144,231, plus a fair value adjustment of $24,710 under the troubled debt restructuring accounting. Interest expense recognized on the amortization of the beneficial conversion feature was $56,796 and $72,115 for the twelve months ended December 31, 2018 and 2017, respectively. On September 21, 2017, the Company issued convertible promissory notes in a maximum aggregate principal amount of $154,640 (the “2017 Bridge Notes”) to Robert Taglich and Michael Taglich (each holding more than 5% beneficial interest in the Company’s shares). The notes included an original issue discount of $4,640. Interest expense recognized on the amortization of the original discount was $889, for the twelve months ended December 31, 2017. The notes bore interest at an annual rate of interest of 8% beginning March 21, 2018, until maturity on September 21, 2018. The effective interest rate was 7% for the term of the notes. Any interest not paid at maturity would accrue interest at the annual rate of 12% instead of 8%. The note investors had a right, in their sole discretion, to convert the notes into securities to be issued by the Company in a private placement of equity, equity equivalent, convertible debt or debt financing. In conjunction with the issue of the 2016 Bridge Notes, 150,000 warrants were issued. The warrants have an exercise price equal to $0.30 per share and contain a cashless exercise provision. All warrants are immediately exercisable and are exercisable for five years from issuance. The Company recognized debt issuance costs, recorded as a debt discount, on the issue of the warrants in the amount of $38,836. Interest expense recognized on the amortization of the debt discount was $38,836, for the twelve months ended December 31, 2017. On November 30, 2017, principal in the amount of $150,000 of the 2017 Bridge Notes was converted by the note holders into the 2017 Related Notes, described below. On November 17, 2017, the Company issued convertible promissory notes in an aggregate amount of $390,000 (the “2017 Related Notes”) to accredited investors, including Robert Taglich and Michael Taglich (each holding more than 5% beneficial interest in the Company’s shares) and James DeSocio (Executive Officer and Director), in exchange for the conversion of $150,000 principal from the 2017 Bridge Notes and $240,000 cash. The notes mature on November 30, 2019. On September 14, 2018, the notes were amended to mature on December 31, 2020. The amendment was accounted for as a troubled debt restructuring with the future undiscounted cash flows being greater than the carrying value of the debt prior to extension. No gain was recorded, and a new effective interest rate was established based on the carrying value of the debt and the revised future cash flows. The notes bear interest at an annual rate of interest of 8% until maturity, with interest of 8% payable quarterly beginning July 1, 2018. The note investors have a right, in their sole discretion, to convert the notes into shares under certain circumstances at a conversion rate of $0.20 per share. If the notes have not been fully repaid by the Company by the maturity date or converted into shares at the election of the note investors prior to maturity, then such notes will accrue interest at the annual rate of 12% from the maturity date until the date the notes are repaid in full. The Company used the proceeds of the notes for working capital, general corporate purposes, and debt repayment. On September 26, 2018, the Company issued convertible promissory notes in an aggregate amount of $400,000 (the “2018 Related Notes”) to accredited investors, including Robert Taglich and Michael Taglich (each holding more than 5% beneficial interest in the Company’s shares). The notes mature on December 31, 2020, and bear interest at an annual rate of interest of 8% until maturity, with interest of 8% payable quarterly beginning January 2, 2019. The note investors have a right, in their sole discretion, to convert the notes into shares under certain circumstances at a conversion rate of $0.13 per share. If the notes have not been fully repaid by the Company by the maturity date or converted into shares at the election of the note investors prior to maturity, then such notes will accrue interest at the annual rate of 12% from the maturity date until the date the notes are repaid in full. The Company is using the proceeds of the notes for working capital, general corporate purposes, and debt repayment. The table below reflects Notes payable due to related parties at December 31, 2018 and 2017, respectively: December 31, 2018 December 31, 2017 The $250,000 Shealy Note 46,807 92,439 2016 Related Notes, net of beneficial conversion feature of $40,030 and $72,115, respectively 334,970 302,885 2017 Related Notes 390,000 390,000 2018 Related Notes 400,000 - Total notes payable - related party $ 1,171,777 $ 785,324 Unamortized debt issuance costs (79,033 ) (55,675 ) Less current portion (46,807 ) (416,969 ) Long-term portion of notes payable-related party $ 1,045,937 $ 312,680 Future minimum principal payments of these notes payable as described in this Note 9 are as follows: For the Twelve Months Ending December 31, Amount 2019 $ 46,807 2020 1,165,000 TOTAL $ 1,211,807 As of December 31, 2018 and 2017, accrued interest for these notes payable – related parties amounted to $122,956 and $29,997, respectively, and was reflected within other long-term liabilities on the consolidated balance sheets. For the twelve months ended December 31, 2018 and 2017, interest expense in connection with notes payable – related parties was $199,043 and $184,828 respectively. |
Deferred Compensation
Deferred Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Compensation Related Costs [Abstract] | |
Deferred Compensation | 10. Deferred Compensation Pursuant to the Company’s employment agreements with the founders, the founders have earned incentive compensation totaling $165,166 and $213,166 in cash, as of December 31, 2018 and 2017, respectively, which payment obligation has been deferred by the Company until it reasonably believes it has sufficient cash to make the payment. Following the retirement of founder A. Michael Chretien on December 8, 2017, the Company expects to make bi-weekly payments of $1,846 until the deferred compensation has been paid, which will comprise 61 full payments and one partial payment of $1,569. For the twelve months ended December 31, 2018 and 2017, the Company paid $48,000 and $1,846, respectively, which is reflected as a reduction in the deferred compensation liability. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Employment Agreements The Company has entered into employment agreements with three of its key executives. Under their respective agreements, the executives serve at will and are bound by typical confidentiality, non-solicitation and non-competition provisions. Deferred compensation for the founders of the Company, as disclosed in Note 10 above, is still outstanding as of December 31, 2018. Operating Leases On January 1, 2010, the Company entered into an agreement to lease 6,000 rentable square feet of office space in Columbus, Ohio. The lease commenced on January 1, 2010 and, pursuant to a lease extension dated August 9, 2016, the lease expires on December 31, 2021. Future minimum lease payments under this operating lease are as follows: For the Twelve Months Ending December 31, Amount 2019 $ 52,992 2020 54,288 2021 55,656 $ 162,936 Rent expense charged to operations for the twelve months ended December 31, 2018 and 2017 amounted to $53,006. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity Description of Authorized Capital The Company is authorized to issue up to 75,000,000 shares of common stock with $0.001 par value. On June 12, 2018, the shareholders of the Company voted to approve an amendment to the Company charter to authorize an additional 25,000,000 shares for a total of 75,000,000 authorized shares of common stock. The holders of the Company’s common stock are entitled to one (1) vote per share. The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds. However, the current policy of the Board of Directors is to retain earnings, if any, for the operation and expansion of the business. Upon liquidation, dissolution or winding-up of the Company, the holders of common stock are entitled to share ratably in all assets of the Company that are legally available for distribution. Issuance of Restricted Common Stock to Directors On January 5, 2018, and on January 5 and March 22, 2017, the Company issued 302,629, 61,110, and 2,941 shares, respectively, of restricted common stock to directors of the Company as part of an annual compensation plan for directors. The grant of shares was not subject to vesting. Stock compensation of $57,500 and $62,500 was recorded on the issuance of the common stock for the years ended December 31, 2018 and 2017, respectively. Exercise of Warrants On February 15, 2013, the Company and Matthew Chretien, a member of the Board of Directors, entered into a return to treasury agreement dated February 15, 2013, whereby Matthew Chretien returned 500,000 shares to the Company. As consideration for Matthew Chretien returning to the Company treasury these 500,000 shares, the Company issued one four-year warrant to Matthew Chretien with a right to purchase 500,000 shares at $0.007 per share within four years of the shareholders of the Company increasing the number of authorized shares, with piggyback registration rights. The warrant had a right of first refusal for Matthew Chretien to exercise up to 500,000 shares prior to the Company issuing shares in any transaction. On January 3, 2017, Matthew Chretien exercised the warrant and purchased 496,111 shares at $0.007 per share through a cashless exercise. Issuance of Warrants Between December 30, 2016 and January 30, 2017, the Company issued convertible promissory notes in an aggregate amount of $1,250,000 with certain accredited investors. The Company retained Taglich Brothers, Inc. as the exclusive placement agent for the Convertible Note Offering. In compensation, the Company paid the placement agent a cash payment of 8% of the gross proceeds of the offering, along with warrants to purchase shares, and the reimbursement for the placement agent’s reasonable out of pocket expenses, FINRA filing fees and related legal fees. In January, 2017, the Company paid the placement agent cash in the amount of $100,000 and issued the placement agent 153,846 warrants to purchase shares at an exercise price at $0.75 per share, which are exercisable for a period of five years, contain customary cashless exercise and anti-dilution protection and were entitled to piggyback registration rights with respect to the Registration Statement of the Company made effective in February 2018. Of the warrants issued to the placement agent, 84,923 warrants were issued in conjunction with proceeds raised in December 2016, and underwriting expense of $65,243 was recorded for the issuance of these warrants, utilizing the Black-Scholes valuation model to value the warrants issued. The remaining 68,923 warrants were issued in conjunction with proceeds raised in January 2017, and underwriting expense of $52,951 was recorded for the issuance of these warrants, utilizing the Black-Scholes valuation model to value the warrants issued. The fair value of warrants issued was determined to be $0.77. On September 21, 2017, the Company issued 150,000 warrants to purchase one share to Robert Taglich and Michael Taglich (each holding more than 5% beneficial interest in the Company’s shares) in connection with the 2017 Bridge Notes. The warrants are exercisable to purchase one share at an exercise price of $0.30 per share, contain a cashless exercise provision, and are exercisable for five years after issuance. A debt discount of $38,837 was recorded for the issuance of these warrants, utilizing the Black-Scholes valuation model to value the warrants issued. The 2017 Bridge Notes were converted into the November 2017 Convertible Note Offering. The fair value of warrants issued was determined to be $0.26. Between November 17 and November 30, 2017, the Company issued convertible promissory notes in an aggregate amount of $2,150,000 with certain accredited investors. The Company retained Taglich Brothers, Inc. as the exclusive placement agent for the November 2017 Convertible Note Offering. In compensation, the Company paid the placement agent a cash payment of 8% of the gross proceeds of the offering, along with warrants to purchase shares, and the reimbursement for the placement agent’s reasonable out of pocket expenses, FINRA filing fees and related legal fees. On November 17, 2017, the Company paid the placement agent cash in the amount of $172,000 and issued the placement agent 354,000 warrants to purchase shares at an exercise price at $0.25 per share, which are exercisable for a period of five years, contain customary cashless exercise and anti-dilution protection and were entitled to piggyback registration rights with respect to the Registration Statement of the Company made effective in February 2018. On November 30, 2017, the Company issued the placement agent 506,000 warrants to purchase shares at an exercise price at $0.25 per share, which will be exercisable for a period of five years, contain customary cashless exercise and anti-dilution protection and are entitled to registration rights. Debt issuance costs of $126,603 was recorded for the issuance of the November 17 and November 30, 2017 warrants, utilizing the Black-Scholes valuation model to value the warrants issued. The fair value of warrants issued was determined to be $0.17 and $0.13 for the November 17 and November 30 warrants, respectively. For the twelve months ended December 31, 2018 and 2017, interest expense of $149,890 and $9,434, respectively, was recorded as amortization of the debt issuance costs. Between September 20 and September 26, 2018, the Company issued convertible promissory notes in an aggregate amount of $1,300,000 with certain accredited investors and related parties. The Company retained Taglich Brothers, Inc. as the exclusive placement agent for the September 2018 Convertible Note Offering. In compensation, the Company paid the placement agent a cash payment of 8% of the gross proceeds of the offering, along with warrants to purchase shares, and reimbursement for the placement agent’s reasonable out of pocket expenses, FINRA filing fees and related legal fees. On September 20, 2018, the Company paid the placement agent cash in the amount of $40,000 and issued the placement agent 307,692 warrants to purchase shares at an exercise price at $0.13 per share, which are exercisable for a period of five years, contain customary cashless exercise and anti-dilution protection and are entitled to limited piggyback registration rights. On September 26, 2018, the Company paid the placement agent cash in the amount of $64,000 and issued the placement agent 492,308 warrants to purchase shares at an exercise price at $0.18 per share, which will be exercisable for a period of five years, contain customary cashless exercise and anti-dilution protection and are entitled to limited piggyback registration rights. Debt issuance costs of $64,348 was recorded for the issuance of the September 20 and September 26, 2018 warrants, utilizing the Black-Scholes valuation model to value the warrants issued. The fair value of warrants issued was determined to be $0.10 and $0.07 for the September 20 and September 26 warrants, respectively. For the twelve months ended December 31, 2018, interest expense of $21,688 was recorded as amortization of the debt issuance costs. The estimated values of warrants, as well as the assumptions that were used in calculating such values were based on estimates at the issuance date as follows: Placement Agent December 30, 2016 Bridge Noteholders September 21, 2017 Risk-free interest rate 1.93 % 1.89 % Weighted average expected term 5 years 5 years Expected volatility 123.07 % 130.80 % Expected dividend yield 0.00 % 0.00 % Placement Agent November 17, 2017 Placement Agent November 30, 2017 Risk-free interest rate 2.06 % 2.14 % Weighted average expected term 5 years 5 years Expected volatility 129.87 % 129.34 % Expected dividend yield 0.00 % 0.00 % Placement Agent September 20, 2018 Placement Agent September 26, 2018 Risk-free interest rate 2.96 % 2.96 % Weighted average expected term 5 years 5 years Expected volatility 122.52 % 122.92 % Expected dividend yield 0.00 % 0.00 % Shares Issued and Outstanding and Shares Reserved for Exercise of Warrants, Convertible Notes, and the 2015 Plan The Company had 17,729,421 Shares issued and outstanding, 6,726,625 Shares reserved for issuance upon the exercise of outstanding warrants, 25,599,782 Shares reserved for issuance upon the conversion of convertible debt, and 3,366,506 Shares reserved for issuance under the 2015 Plan, as of December 31, 2018. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 13. Share-Based Compensation On April 30, 2015, the Company entered into a Non-qualified Stock Option Agreement with Sophie Pibouin, a director of the Company, in accordance with the 2015 Plan. The agreement granted options to purchase 128,000 shares prior to the expiration date of April 29, 2025 at an exercise price of $0.75. The options granted vested on a graded scale over a period of time through October 31, 2015. On April 30, 2015, the Company entered into a Non-qualified Stock Option Agreement with Murray Gross, a director of the Company, in accordance with the 2015 Plan. The agreement granted options to purchase 640,000 shares prior to the expiration date of April 29, 2025 at an exercise price of $0.75. 400,000 of the options granted immediately vested on the date of grant, and the remaining 240,000 options granted would have vested upon the date at which the Company first reports two consecutive fiscal quarters with revenues of One Million Dollars ($1,000,000) each. The unvested options were not exercisable after the director’s termination of continuous service, on September 30, 2017, as defined in the agreement. On January 1, 2016, the Company granted employees stock options to purchase 250,000 shares at an exercise price of $0.90 per share in accordance with the 2015 Plan, with vesting continuing until 2019. The total fair value of $196,250 for these stock options will be recognized by the Company over the applicable vesting period. On February 10, 2016, the Company granted employees stock options to purchase 210,000 shares at an exercise price of $0.96 per share in accordance with the 2015 Plan, with vesting continuing until 2020. The total fair value of $174,748 for these stock options will be recognized by the Company over the applicable vesting period. On December 6, 2016, the Company granted one employee stock options to purchase 100,000 shares at an exercise price of $0.76 per share in accordance with the 2015 Plan, with vesting continuing until 2020. The total fair value of $63,937 for these stock options will be recognized by the Company over the applicable vesting period. On March 15, 2017, the Company granted one employee stock options to purchase 100,000 shares at an exercise price of $0.85 per share in accordance with the 2015 Plan, with vesting continuing until 2020. The total fair value of $70,872 for these stock options would have been recognized by the Company over the applicable vesting period. These options were forfeited during 2017 upon the termination of the employee and expiry of the exercise period. The total stock option compensation for the three months ended March 31, 2017 was $4,357. On September 25, 2017, the Company granted an employee stock options to purchase 750,000 shares at an exercise price of $0.30 per share and 500,000 shares at an exercise price of $0.38 per share, in accordance with the 2015 Plan, with vesting continuing until 2019. The total fair value of $321,011 for these stock options will be recognized by the Company over the applicable vesting period. The weighted average estimated values of director and employee stock option grants, as well as the weighted average assumptions that were used in calculating such values during the twelve months ended December 31, 2018 and 2017, were based on estimates at the date of grant as follows: April 30, January 1, February 10, 2015 Grant 2016 Grant 2016 Grant Risk-free interest rate 1.43 % 1.76 % 1.15 % Weighted average expected term 5 years 5 years 5 years Expected volatility 143.10 % 134.18 % 132.97 % Expected dividend yield 0.00 % 0.00 % 0.00 % December 6 March 15, September 25, 2016 Grant 2017 Grant 2017 Grant Risk-free interest rate 1.84 % 2.14 % 1.85 % Weighted average expected term 5 years 5 years 5 years Expected volatility 123.82 % 121.19 % 130.79 % Expected dividend yield 0.00 % 0.00 % 0.00 % A summary of stock option activity during the twelve months ended December 31, 2018 and 2017 under our stock option agreements is as follows: Weighted- Weighted- Average Shares Average Remaining Aggregate Under Exercise Contractual Intrinsic Option Price Life Value Outstanding at January 1, 2017 1,328,000 $ 0.81 9 years $ 115,200 Granted 1,350,000 0.37 Forfeited and expired (440,000 ) 0.81 Outstanding at December 31, 2017 2,238,000 $ 0.55 9 years $ 79,200 Exercisable at December 31, 2017 849,250 $ 0.70 8 years $ 79,200 Outstanding at January 1, 2018 2,238,000 $ 0.55 9 years $ 79,200 Outstanding at December 31, 2018 2,238,000 $ 0.55 8 years $ 79,200 Exercisable at December 31, 2018 1,589,250 $ 0.57 8 years $ 79,200 There were no grants during the twelve months ended December 31, 2018. The weighted-average grant date fair value of options granted during the twelve months ended December 31, 2017 was $0.29. As of December 31, 2018 and 2017, there was $185,754 and $434,779, respectively, of total unrecognized compensation costs related to stock options granted under our stock option agreements. The unrecognized compensation cost is expected to be recognized over a weighted-average period of one year. The total fair value of stock options that vested during the twelve months ended December 31, 2018 and 2017 was $249,025 and $156,766, respectively. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 14. Concentrations Revenues from the Company’s services to a limited number of customers have accounted for a substantial percentage of the Company’s total revenues. For the twelve months ended December 31, 2018, the Company’s three largest customers, Tiburon, Inc., a Reseller, Mid-Ohio Strategic Technologies, a reseller, and Laser Systems, Inc., a reseller, accounted for approximately 11%, 10%, and 10%, respectively, of the Company’s revenues for that period. For the twelve months ended December 31, 2017, the Company’s two largest customers, Ohio Department of Commerce, a direct client, and Tiburon, Inc., a Reseller, accounted for approximately 10%, each, of the Company’s revenues for that period. For the twelve months ended December 31, 2018 and 2017, government contracts represented approximately 30% and 41% of the Company’s net revenues, respectively. A significant portion of the Company’s sales to Resellers represent ultimate sales to government agencies. As of December 31, 2018, accounts receivable concentrations from the Company’s four largest customers were 22%, 16%, 14% and 14% of gross accounts receivable, respectively, and as of December 31, 2017, accounts receivable concentrations from the Company’s three largest customers were 39%, 12%, and 10% of gross accounts receivable, respectively. Accounts receivable balances from the Company’s four largest customers at December 31, 2018 have been partially collected as of the report date. |
Provision For Income Taxes
Provision For Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Provision For Income Taxes | 15. Provision For Income Taxes For the years ended December 31, 2018 and 2017, we have recognized the minimum amount of state income tax as required by the states that we are required to file taxes in. We are not currently subject to further federal or state tax since we have incurred losses since our inception. As of December 31, 2018, we had federal and state net operating loss carry forwards of approximately $16,303,000, which can be used to offset future federal income tax. The federal and state net operating loss carry forwards expire at various dates through 2038. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in our opinion, utilization is not reasonably assured. As of December 31, 2018, the deferred tax asset, primarily related to our net operating losses, was approximately $3,440,000. A 100 % valuation allowance has been established on deferred tax assets at December 31, 2018 and 2017, due to the uncertainty of our ability to realize future taxable income. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Issuance of Restricted Common Stock to Directors On January 7, 2019, the Company issued 522,729 new Shares of restricted common stock to directors of the Company in accordance with the Company’s director compensation policy. Stock compensation of $57,500 was recorded on the issuance of the common stock. Issuance of Restricted Common Stock to Employee On January 7, 2019, the Company issued 272,728 new Shares of restricted common stock to an employee of the Company. Stock compensation of $30,000 was recorded on the issuance of the common stock. Issuance of Options to Employees On March 11, 2019, the Company canceled previously granted stock options to employees in the amounts of 150,000 shares at an exercise price of $0.90 per share, and 160,000 shares at an exercise price of $0.96 per share, and 100,000 shares at an exercise price of $0.76 per share, and 750,000 shares at an exercise price of $0.30 per share, and 500,000 shares at an exercise price of $0.38 per share. On March 11, 2019, the Company replaced those canceled stock options totaling 1,660,000 with identical options at an exercise price of $0.13 per share in accordance with the 2015 Plan. The incremental fair value of $4,844 for these stock options will be recognized by the Company over the applicable vesting period. On March 11, 2019, the Company granted employees stock options to purchase 505,000 shares at an exercise price of $0.13 per share in accordance with the 2015 Plan, with vesting continuing until 2023. The total fair value of $44,591 for these stock options will be recognized by the Company over the applicable vesting period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses. Actual results could differ from estimated amounts. Significant estimates and assumptions include valuation allowances related to receivables, the recoverability of long-term assets, depreciable lives of property and equipment, estimates of fair value deferred taxes and related valuation allowances. The Company’s management monitors these risks and assesses its business and financial risks on a quarterly basis. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. The number of customers that comprise the Company’s customer base, along with the different industries, governmental entities and geographic regions, in which the Company’s customers operate, limits concentrations of credit risk with respect to accounts receivable. The Company does not generally require collateral or other security to support customer receivables; however, the Company may require its customers to provide retainers, up-front deposits or irrevocable letters-of-credit when considered necessary to mitigate credit risks. The Company has established an allowance for doubtful accounts based upon facts surrounding the credit risk of specific customers and past collections history. Credit losses have been within management’s expectations. At December 31, 2018 and 2017, the Company’s allowance for doubtful accounts was $7,427 and $16,443, respectively. |
Property and Equipment | Property and Equipment Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed over the estimated useful lives of the related assets on a straight-line basis. Furniture and fixtures, computer hardware and purchased software are depreciated over three to seven years. Leasehold improvements are amortized over the life of the lease or the asset, whichever is shorter, generally seven to ten years. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation and amortization of these assets are removed from the accounts and the resulting gains and losses are reflected in the results of operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company accounts for the impairment and disposition of long-lived assets in accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment.” The Company tests long-lived assets or asset groups, such as property and equipment, for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life. Recoverability is assessed based on comparing the carrying amount of the asset to the aggregate pre-tax undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group. Impairment is recognized when the carrying amount is not recoverable and exceeds the fair value of the asset or asset group. The impairment loss, if any, is measured as the amount by which the carrying amount exceeds fair value, which for this purpose is based upon the discounted projected future cash flows of the asset or asset group. |
Share-Based Compensation | Share-Based Compensation The Company accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation.” Stock-based payments to employees include grants of stock that are recognized in the consolidated statement of operations based on their fair values at the date of grant. The Company accounts for stock-based payments to non-employees in accordance with ASC 718 and ASC 505-50, “Equity-Based Payments to Non-Employees,” which requires that such equity instruments are recorded at their fair value on the measurement date, with the measurement of such compensation being subject to periodic adjustment as the underlying equity instruments vest. The grant date fair value of stock option awards is recognized in earnings as share-based compensation cost over the requisite service period of the award using the straight-line attribution method. The Company estimates the fair value of the stock option awards using the Black-Scholes-Merton option pricing model. The exercise price of options is specified in the stock option agreements. The expected volatility is based on the historical volatility of the Company’s stock for the previous period equal to the expected term of the options. The expected term of options granted is based on the midpoint between the vesting date and the end of the contractual term. The risk-free interest rate is based upon a U.S. Treasury instrument with a life that is similar to the expected term of the options. The expected dividend yield is based upon the yield expected on date of grant to occur over the term of the option. |
Software Development Costs | Software Development Costs Software development costs for software to be sold or otherwise marketed incurred prior to the establishment of technological feasibility are expensed as incurred. The Company defines establishment of technological feasibility as the completion of a working model. Software development costs incurred subsequent to the establishment of technological feasibility through the period of general market availability of the product are capitalized, if material. To date, all software development costs for software to be sold or otherwise marketed have been expensed as incurred. In accordance with Accounting Standards Codification (“ASC”) 350-40, “Internal-Use Software,” the Company capitalizes purchase and implementation costs of internal use software. No such costs were capitalized during the periods presented. |
Research and Development | Research and Development We design, develop, test, market, license, and support new software products and enhancements of current products. We continuously monitor our software products and enhancements to remain compatible with standard platforms and file formats. We expense our software development costs as incurred. For the twelve months ending December 31, 2018 and 2017, our research and development costs were $359,789 and $412,405, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Stock Compensation In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplified certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification on the statement of cash flows. ASU 2016-09 was effective for the Company beginning in its first quarter of 2017. The Company adopted this guidance on January 1, 2017 without a material impact to the financial statements and will continue with their election to recognize forfeitures as incurred. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (“842”) (“ASU 2016-02”), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. ASU 2016-02 will be effective for the Company beginning in its first quarter of 2019, and early adoption is permitted. The Company has evaluated the impact of adopting ASU 2016-02 on its consolidated financial statements and expects to record a lease liability and right-of-use asset of approximately $140,000 to $150,000, after adoption. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, we adopted ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), using the full retrospective transition method on January 1, 2018. Adoption of the standard using the full retrospective method required us to restate certain previously reported results. In accordance with ASC 606, the Company follows a five-step model to assess each contract of a sale or service to a customer: identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time. Revenue is recognized when a performance obligation is satisfied and the customer obtains control of promised goods and services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services. In addition, ASC 606 requires disclosures of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We categorize revenue as Software, Software as a Service, Software Maintenance Services, Professional Services, and Third Party Services. We earn the majority of our revenue from the sale of Software as a Service and the sale of Software Maintenance Services. Specific revenue recognition policies apply to each category of revenue. a) Sale of Software Revenues included in this classification typically include sales of licenses with professional services to new customers, additional software licenses to existing customers, and sales of software with or without services to the Company’s Resellers (See section j) - Reseller Agreements, below. Our software licenses are functional intellectual property and typically provide customers with the right to use our software in perpetuity as it exists when made available to the customer. We recognize revenue from software licenses at a point in time upon delivery, provided all other revenue recognition criteria are met. b) Sale of Software as a Service Sale of software as a service (“SaaS”) consists of revenues from arrangements that provide customers the use of the Company’s software applications, as a service, typically billed on a monthly or annual basis. Advance billings of these services are not recorded to the extent that the term of the arrangement has not commenced and payment has not been received. Revenue on these services is recognized over the contract period. c) Sale of Software Maintenance Services Software maintenance services revenues consist of revenues derived from arrangements that provide post-contract support (“PCS”), including software support and bug fixes, to the Company’s software license holders. Advance billings of PCS are not recorded to the extent that the term of the PCS has not commenced and payment has not been received. PCS is considered distinct services. However, these distinct services are considered a single performance obligation consisting of a series of services that are substantially the same and have the same pattern of transfer to the customer. These revenues are recognized ratably over the term of the maintenance contract. d) Sale of Professional Services Professional services consist principally of revenues from consulting, advisory services, training and customer assistance with management and uploading of data into the Company’s applications. We recognize professional services revenue over time as the services are delivered using an input method (i.e., labor hours incurred as a percentage of total labor hours budgeted), provided all other revenue recognition criteria are met. e) Sale of Third Party Services Sale of third party services consist principally of third party software and/or equipment as a pass through of software and equipment purchased from third parties at the request of customers. We recognize revenue from third party services at a point in time upon delivery, provided all other revenue recognition criteria are met. In addition, we have considered our relationship with third party vendors as it relates to principal vs. agent considerations under the new standard. Our evaluation determined that we are in control of establishing the transaction price for the customer, managing all aspects of the shipments process and taking the risk of loss for delivery, collection, and returns. Based on our evaluation of the control model, we determined that we act as the principal rather than the agent within our revenue arrangements and as such, revenues are reported on a gross basis. f) Arrangements with multiple performance obligations In addition to selling software licenses, software as a service, software maintenance services, professional services, and third party services on a stand-alone basis, a portion of our contracts include multiple performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each distinct performance obligation, on a relative basis using its standalone selling price. The Company determines the standalone selling price based on the price charged for the deliverable when sold separately. g) Contract balances When the timing of our delivery of goods or services is different from the timing of payments made by customers, we recognize either a contract asset (performance precedes contractual due date) or a contract liability (customer payment precedes performance). Customers that prepay are represented by deferred revenue until the performance obligation is satisfied. Contract assets represent arrangements in which the good or service has been delivered but payment is not yet due. Our contract assets consisted of unbilled receivables, which are included in prepaid expenses and other current assets. Our contract liabilities consisted of deferred (unearned) revenue, which is generally related to software as a service or software maintenance contracts. We classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize revenue. The following table present changes in our contract assets and liabilities during the twelve months ended December 31, 2018 and 2017: Balance at Beginning of Period Revenue Recognized in Advance of Billings Billings Balance at End of Period Twelve months ended December 31, 2018 Contract assets: Unbilled receivables $ 89,847 $ 319,221 $ (318,366 ) $ 90,702 Twelve months ended December 31, 2017 Contract assets: Unbilled receivables $ 94,153 $ 380,219 $ (384,525 ) $ 89,847 Balance at Beginning of Period Billings Recognized Revenue Balance at End of Period Twelve months ended December 31, 2018 Contract liabilities: Deferred revenue $ 708,130 $ 2,370,975 $ (2,355,486 ) $ 723,619 Twelve months ended December 31, 2017 Contract liabilities: Deferred revenue $ 666,288 $ 2,709,932 $ (2,668,090 ) $ 708,130 h) Remaining performance obligations Remaining performance obligations represent the transaction price from contracts for which work has not been performed or goods and services have not been delivered. We expect to recognize revenue on approximately 90% of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter. As of December 31, 2018, the aggregate amount of the transaction price allocated to remaining performance obligations for software as a service and software maintenance contracts with a duration greater than one year was $96,953. This does not include revenue related to performance obligations that are part of a contract whose original expected duration is one year or less. i) Rights of return and customer acceptance The Company does not generally offer variable consideration, financing components, rights of return or any other incentives such as concessions, product rotation, or price protection and, therefore, does not provide for or make estimates of rights of return and similar incentives. Our contracts with customers generally do not include customer acceptance clauses. j) Reseller agreements The Company executes certain sales contracts through Resellers. The Company recognizes revenues relating to sales through Resellers on the sell-in method when all the recognition criteria have been met including passing of control. In addition, the Company assesses the credit-worthiness of each Reseller, and if the Reseller is undercapitalized or in financial difficulty, any revenues expected to emanate from such Resellers are deferred and recognized only when cash is received and all other revenue recognition criteria are met. k) Contract costs The Company recognizes capitalizes for the incremental costs of obtaining a contract with a customer. We have determined that certain sales commissions meet the requirement to be capitalized, and we amortize these costs on a consistent basis with the pattern of transfer of the goods and services in the contract. Total capitalized costs to obtain contracts were immaterial during the periods presented and are included in other current and long-term assets on our consolidated balance sheets. l) Sales taxes Sales taxes charged to and collected from customers as part of the Company’s sales transactions are excluded from revenues , as well as the determination of transaction price for contracts with multiple performance obligations, and recorded as a liability to the applicable governmental taxing authority. m) Impact of ASC 606 adoption to reported results Adoption of the new revenue standard impacted our reported results as follows: For the Twelve Months Ended December 31, 2017 As Reported New Revenue Standard Adjustment As Adjusted Consolidated Statements of Operations: Revenues $ 2,623,441 $ (3,333 ) $ 2,620,108 Operating expenses 3,031,555 2,694 3,034,249 Net loss (1,359,337 ) (6,027 ) (1,365,364 ) Basic and diluted net loss per share (0.08 ) - (0.08 ) December 31, 2017 As Reported New Revenue Standard Adjustment As Adjusted Consolidated Balance Sheets: Accounts payable and accrued expenses $ 400,896 $ 4,259 $ 405,155 Deferred revenue 703,971 4,159 708,130 Accumulated deficit (16,314,087 ) (8,418 ) (16,322,505 ) |
Advertising | Advertising The Company expenses the cost of advertising as incurred. Advertising expense for the twelve months ended December 31, 2018 and 2017 amounted to $21,402 and $23,675, respectively. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company has outstanding stock options which have not been included in the calculation of diluted net loss per share because to do so would be anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss per share for each period are the same. |
Income Taxes | Income Taxes The Company and its subsidiary file a consolidated federal income tax return. The provision for income taxes is computed by applying statutory rates to income before taxes. Deferred income taxes are recognized for the tax consequences in future years of temporary differences between the financial reporting and tax bases of assets and liabilities as of each period-end based on enacted tax laws and statutory rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A 100% valuation allowance has been established on deferred tax assets at December 31, 2018 and 2017, due to the uncertainty of our ability to realize future taxable income. The Company accounts for uncertainty in income taxes in its financial statements as required under ASC 740, “Accounting for Uncertainty in Income Taxes.” The standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition accounting. Management determined there were no material uncertain positions taken by the Company in its tax returns. The Tax Cuts and Jobs Act (The Act) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. There are other provisions of the Act that will affect the determination of income tax for the Company in future years. The Company has remeasured certain deferred tax assets and liabilities as of the enactment date of the Act based on the rates at which they are expected to reverse in the future, which is generally 21%. The amount recorded related to the remeasurement of our deferred tax balance was approximately $1,830,000, which was offset by a reduction in the valuation allowance. |
Statement of Cash Flows | Statement of Cash Flows For purposes of reporting cash flows, cash includes cash on hand and demand deposits held by banks. |
Reclassifications | Reclassifications Certain amounts in the 2017 consolidated financial statements have been reclassified to conform to current year presentation. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Changes in Contract Assets and Liabilities | The following table present changes in our contract assets and liabilities during the twelve months ended December 31, 2018 and 2017: Balance at Beginning of Period Revenue Recognized in Advance of Billings Billings Balance at End of Period Twelve months ended December 31, 2018 Contract assets: Unbilled receivables $ 89,847 $ 319,221 $ (318,366 ) $ 90,702 Twelve months ended December 31, 2017 Contract assets: Unbilled receivables $ 94,153 $ 380,219 $ (384,525 ) $ 89,847 Balance at Beginning of Period Billings Recognized Revenue Balance at End of Period Twelve months ended December 31, 2018 Contract liabilities: Deferred revenue $ 708,130 $ 2,370,975 $ (2,355,486 ) $ 723,619 Twelve months ended December 31, 2017 Contract liabilities: Deferred revenue $ 666,288 $ 2,709,932 $ (2,668,090 ) $ 708,130 |
Schedule of Adoption of New Revenue | Adoption of the new revenue standard impacted our reported results as follows: For the Twelve Months Ended December 31, 2017 As Reported New Revenue Standard Adjustment As Adjusted Consolidated Statements of Operations: Revenues $ 2,623,441 $ (3,333 ) $ 2,620,108 Operating expenses 3,031,555 2,694 3,034,249 Net loss (1,359,337 ) (6,027 ) (1,365,364 ) Basic and diluted net loss per share (0.08 ) - (0.08 ) December 31, 2017 As Reported New Revenue Standard Adjustment As Adjusted Consolidated Balance Sheets: Accounts payable and accrued expenses $ 400,896 $ 4,259 $ 405,155 Deferred revenue 703,971 4,159 708,130 Accumulated deficit (16,314,087 ) (8,418 ) (16,322,505 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Notes Payable | The table below reflects all notes payable at December 31, 2018 and 2017, respectively. December 31, 2018 December 31, 2017 Fair Value Fair Value 2016 Unrelated Notes (a) $ 1,000,261 $ 797,312 2017 Unrelated Notes (a) 2,275,686 2,256,057 2018 Unrelated Notes (b) 900,000 - Total $ 4,175,947 $ 3,053,369 December 31, 2018 December 31, 2017 Fair Value Fair Value The $250,000 Shealy Note (c) $ 46,807 $ 92,439 2016 Related Notes (a) 433,117 352,115 2017 Related Notes (a) 504,271 499,922 2018 Related Notes (b) 400,000 - Total $ 1,384,195 $ 944,476 (a) The fair value was based upon Level 2 inputs. See Note 8 for additional information about the Company’s 2016 and 2017 Unrelated Notes. See Note 9 for additional information about the Company’s 2016 and 2017 Related Notes. (b) The 2018 Unrelated and Related Notes were closed in September, 2018 between market participants, therefore, fair value approximates carrying value given proximity to year-end. See Note 8 for additional information about the Company’s 2018 Unrelated Notes. See Note 9 for additional information about the Company’s 2016 and 2017 Related Notes. (c) The fair value was based upon Level 2 inputs. Short term maturity and interest rate approximates rate that the Company realized with issuance of new debt in September, 2018; therefore, carrying value approximates fair value. See Note 9 for additional information about the Company’s $250,000 Shealy Note. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are comprised of the following: December 31, 2018 December 31, 2017 Computer hardware and purchased software $ 254,470 $ 252,275 Leasehold improvements 221,666 221,666 Furniture and fixtures 82,056 82,722 558,192 556,663 Less: accumulated depreciation and amortization (549,061 ) (541,903 ) Property and equipment, net $ 9,131 $ 14,760 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The table below reflects all notes payable at December 31, 2018 and 2017, respectively, with the exception of related party notes disclosed in Note 9 - Notes Payable - Related Parties. December 31, 2018 December 31, 2017 2016 Unrelated Notes, net of beneficial conversion feature of $101,405 and $189,169, respectively $ 773,595 $ 685,831 2017 Unrelated Notes 1,760,000 1,760,000 2018 Unrelated Notes 900,000 - Total notes payable $ 3,433,595 $ 2,445,831 Less unamortized debt issuance costs (288,669 ) (349,447 ) Less current portion - (875,000 ) Long-term portion of notes payable $ 3,144,926 $ 1,221,384 |
Schedule of Future Minimum Principal Payments of Notes Payable | Future minimum principal payments of these notes payable with the exception of the related party notes in Note 9 - Notes Payable - Related Parties, as described in this Note 8 are as follows: For the Twelve-Months Ending December 31, Amount 2019 $ - 2020 3,535,000 Total $ 3,535,000 |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Notes Payable Due to Related Parties | The table below reflects Notes payable due to related parties at December 31, 2018 and 2017, respectively: December 31, 2018 December 31, 2017 The $250,000 Shealy Note 46,807 92,439 2016 Related Notes, net of beneficial conversion feature of $40,030 and $72,115, respectively 334,970 302,885 2017 Related Notes 390,000 390,000 2018 Related Notes 400,000 - Total notes payable - related party $ 1,171,777 $ 785,324 Unamortized debt issuance costs (79,033 ) (55,675 ) Less current portion (46,807 ) (416,969 ) Long-term portion of notes payable-related party $ 1,045,937 $ 312,680 |
Schedule of Future Minimum Principal Payments of Notes Payable Related Party | Future minimum principal payments of these notes payable as described in this Note 9 are as follows: For the Twelve Months Ending December 31, Amount 2019 $ 46,807 2020 1,165,000 TOTAL $ 1,211,807 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under this operating lease are as follows: For the Twelve Months Ending December 31, Amount 2019 $ 52,992 2020 54,288 2021 55,656 $ 162,936 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Estimated Values of Warrants Valuation Assumptions | The estimated values of warrants, as well as the assumptions that were used in calculating such values were based on estimates at the issuance date as follows: Placement Agent December 30, 2016 Bridge Noteholders September 21, 2017 Risk-free interest rate 1.93 % 1.89 % Weighted average expected term 5 years 5 years Expected volatility 123.07 % 130.80 % Expected dividend yield 0.00 % 0.00 % Placement Agent November 17, 2017 Placement Agent November 30, 2017 Risk-free interest rate 2.06 % 2.14 % Weighted average expected term 5 years 5 years Expected volatility 129.87 % 129.34 % Expected dividend yield 0.00 % 0.00 % Placement Agent September 20, 2018 Placement Agent September 26, 2018 Risk-free interest rate 2.96 % 2.96 % Weighted average expected term 5 years 5 years Expected volatility 122.52 % 122.92 % Expected dividend yield 0.00 % 0.00 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Estimated Values of Stock Option Grants Valuation Assumptions | The weighted average estimated values of director and employee stock option grants, as well as the weighted average assumptions that were used in calculating such values during the twelve months ended December 31, 2018 and 2017, were based on estimates at the date of grant as follows: April 30, January 1, February 10, 2015 Grant 2016 Grant 2016 Grant Risk-free interest rate 1.43 % 1.76 % 1.15 % Weighted average expected term 5 years 5 years 5 years Expected volatility 143.10 % 134.18 % 132.97 % Expected dividend yield 0.00 % 0.00 % 0.00 % December 6 March 15, September 25, 2016 Grant 2017 Grant 2017 Grant Risk-free interest rate 1.84 % 2.14 % 1.85 % Weighted average expected term 5 years 5 years 5 years Expected volatility 123.82 % 121.19 % 130.79 % Expected dividend yield 0.00 % 0.00 % 0.00 % |
Schedule of Stock Option Activity | A summary of stock option activity during the twelve months ended December 31, 2018 and 2017 under our stock option agreements is as follows: Weighted- Weighted- Average Shares Average Remaining Aggregate Under Exercise Contractual Intrinsic Option Price Life Value Outstanding at January 1, 2017 1,328,000 $ 0.81 9 years $ 115,200 Granted 1,350,000 0.37 Forfeited and expired (440,000 ) 0.81 Outstanding at December 31, 2017 2,238,000 $ 0.55 9 years $ 79,200 Exercisable at December 31, 2017 849,250 $ 0.70 8 years $ 79,200 Outstanding at January 1, 2018 2,238,000 $ 0.55 9 years $ 79,200 Outstanding at December 31, 2018 2,238,000 $ 0.55 8 years $ 79,200 Exercisable at December 31, 2018 1,589,250 $ 0.57 8 years $ 79,200 |
Liquidity and Management's Pl_2
Liquidity and Management's Plans (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Liquidity And Managements Plans | |||
Accumulated deficit | $ 18,662,785 | $ 16,322,505 | |
Cash | 1,088,630 | $ 1,125,921 | $ 689,946 |
Alternative net capital requirement, per month | 86,000 | ||
Issuance of convertible notes and warrants | 1,169,159 | ||
Financing costs | $ 130,841 |
Corporate Actions (Details Narr
Corporate Actions (Details Narrative) | Sep. 01, 2014 |
Corporate Actions | |
Reverse stock split | (1-for-7) reverse stock split |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts receivable | $ 7,427 | $ 16,443 |
Research and development expense | $ 359,789 | 412,405 |
Revenue performance obligations percentage | 90.00% | |
Revenue performance obligations amount | $ 96,953 | |
Advertising expense | $ 21,402 | $ 23,675 |
Percentage of valuation allowance established on deferred tax assets | 100.00% | 100.00% |
Income tax examination, description | The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. | |
Corporate tax rate | 21.00% | |
Re-measurement of deferred tax balance | $ 1,830,000 | |
Minimum [Member] | ||
Operating lease, right-of-use asset | 140,000 | |
Maximum [Member] | ||
Operating lease, right-of-use asset | $ 150,000 | |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, plant and equipment, useful life | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, plant and equipment, useful life | 7 years | |
Computer Hardware and Purchased Software [Member] | Minimum [Member] | ||
Property, plant and equipment, useful life | 3 years | |
Computer Hardware and Purchased Software [Member] | Maximum [Member] | ||
Property, plant and equipment, useful life | 7 years | |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, plant and equipment, useful life | 7 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, plant and equipment, useful life | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Changes in Contract Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Unbilled receivables, balance at beginning of period | $ 89,847 | $ 94,153 |
Unbilled receivables, revenue recognized in advance of billings | 319,221 | 380,219 |
Unbilled receivables, billings | (318,366) | (384,525) |
Unbilled receivables, balance at end of period | 90,702 | 89,847 |
Deferred revenue, balance at beginning of period | 708,130 | 666,288 |
Deferred revenue, billings | 2,370,975 | 2,709,932 |
Deferred revenue, recognized revenue | (2,355,486) | (2,668,090) |
Deferred revenue, balance at end of period | $ 723,619 | $ 708,130 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Adoption of New Revenue (Unaudited) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | $ 2,381,427 | $ 2,620,108 | |
Operating expenses | 3,113,801 | 3,034,249 | |
Net loss | $ (2,340,280) | $ (1,365,364) | |
Basic and diluted net loss per share | $ (0.13) | $ (0.08) | |
Accounts payable and accrued expenses | $ 308,121 | $ 405,155 | |
Deferred revenue | 723,619 | 708,130 | $ 666,288 |
Accumulated deficit | $ (18,662,785) | (16,322,505) | |
As Reported [Member] | |||
Revenues | 2,623,441 | ||
Operating expenses | 3,031,555 | ||
Net loss | $ (1,359,337) | ||
Basic and diluted net loss per share | $ (0.08) | ||
Accounts payable and accrued expenses | $ 400,896 | ||
Deferred revenue | 703,971 | ||
Accumulated deficit | (16,314,087) | ||
New Revenue Standard Adjustment [Member] | |||
Revenues | (3,333) | ||
Operating expenses | 2,694 | ||
Net loss | $ (6,027) | ||
Basic and diluted net loss per share | |||
Accounts payable and accrued expenses | $ 4,259 | ||
Deferred revenue | 4,159 | ||
Accumulated deficit | $ (8,418) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Notes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Notes Payable, Fair Value | $ 4,175,947 | $ 3,053,369 | |
Related Parties [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Notes payable related parties, Fair Value | 1,384,195 | 944,476 | |
2016 Unrelated Notes [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Notes Payable, Fair Value | [1] | 1,000,261 | 797,312 |
2017 Unrelated Notes [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Notes Payable, Fair Value | [1] | 2,275,686 | 2,256,057 |
2018 Unrelated Notes [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Notes Payable, Fair Value | [2] | 900,000 | |
Shealy Note [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Notes payable related parties, Fair Value | [3] | 46,807 | 92,439 |
2016 Related Notes [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Notes payable related parties, Fair Value | [1] | 433,117 | 352,115 |
2017 Related Notes [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Notes payable related parties, Fair Value | [1] | 504,271 | 499,922 |
2018 Related Notes [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Notes payable related parties, Fair Value | [2] | $ 400,000 | |
[1] | The fair value was based upon Level 2 inputs. See Note 8 for additional information about the Company's 2016 and 2017 Unrelated Notes. See Note 9 for additional information about the Company's 2016 and 2017 Related Notes. | ||
[2] | The 2018 Unrelated and Related Notes were closed in September, 2018 between market participants, therefore, fair value approximates carrying value given proximity to year-end. See Note 8 for additional information about the Companys 2018 Unrelated Notes. See Note 9 for additional information about the Company's 2016 and 2017 Related Notes. | ||
[3] | The fair value was based upon Level 2 inputs. Short term maturity and interest rate approximates rate that the Company realized with issuance of new debt in September, 2018; therefore, carrying value approximates fair value. See Note 9 for additional information about the Company,s $250,000 Shealy Note. |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Notes Payable (Details) (Parenthetical) - Shealy Note [Member] - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Notes payable due to related parties | $ 250,000 | $ 250,000 |
Related Parties [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Notes payable due to related parties | $ 250,000 | $ 250,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense on property and equipment | $ 9,039 | $ 11,831 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Computer hardware and purchased software | $ 254,470 | $ 252,275 |
Leasehold improvements | 221,666 | 221,666 |
Furniture and fixtures | 82,056 | 82,722 |
Property and equipment, gross | 558,192 | 556,663 |
Less: accumulated depreciation and amortization | (549,061) | (541,903) |
Property and equipment, net | $ 9,131 | $ 14,760 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Sep. 26, 2018 | Sep. 20, 2018 | Sep. 17, 2018 | Sep. 14, 2018 | Nov. 30, 2017 | Nov. 17, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2017 | Jan. 06, 2017 | Dec. 30, 2016 | Jun. 03, 2011 | Jul. 17, 2009 |
Proceeds from issuance of notes | $ 1,169,159 | ||||||||||||
Accrued interest and fees | 379,339 | $ 70,304 | |||||||||||
Gain on retirement of debt | $ 419,090 | ||||||||||||
Basic and diluted net income per share | $ (0.13) | $ (0.08) | |||||||||||
Interest expense, debt | $ 149,890 | $ 9,434 | |||||||||||
Deferred finance costs, net | $ 288,669 | 349,447 | |||||||||||
2016 Unrelated Accredited Investors [Member] | |||||||||||||
Convertible promissory notes | $ 560,000 | $ 560,000 | |||||||||||
Convertible Promissory Notes [Member] | |||||||||||||
Debt instrument, bearing interest percentage | 10.00% | ||||||||||||
Proceeds from issuance of notes | $ 525,000 | ||||||||||||
Principal, accrued interest, and accrued fees, amount | 944,090 | ||||||||||||
Debt principal amount | 487,663 | ||||||||||||
Accrued interest and fees | $ 37,337 | ||||||||||||
Percentage of interest payable quarterly | 5.00% | ||||||||||||
Debt instrument, maturity date | Dec. 31, 2020 | Dec. 31, 2020 | |||||||||||
Debt conversion price per share | $ 0.40 | ||||||||||||
Convertible Promissory Notes [Member] | 2016 Unrelated Accredited Investors [Member] | |||||||||||||
Debt instrument, bearing interest percentage | 12.00% | ||||||||||||
Convertible promissory notes | $ 315,000 | ||||||||||||
Percentage of interest payable quarterly | 6.00% | ||||||||||||
Debt instrument, maturity date | Dec. 31, 2018 | ||||||||||||
Debt conversion price per share | $ 0.65 | ||||||||||||
Debt instrument accrued interest percentage | 12.00% | ||||||||||||
Debt instrument, interest rate description | Any interest not paid quarterly will also accrue interest at the annual rate of 7% instead of 5% | ||||||||||||
Debt instrument, convertible, beneficial conversion feature | $ 369,677 | ||||||||||||
Fair value adjustment under troubled debt restructuring accounting | 56,661 | ||||||||||||
Interest expense, debt | 145,424 | 180,508 | |||||||||||
Convertible Promissory Notes [Member] | 2016 Unrelated Accredited Investors [Member] | Placement Agent and Escrow Agent [Member] | |||||||||||||
Fee expense | 100,255 | ||||||||||||
Convertible Promissory Notes [Member] | 2017 Unrelated Accredited Investors [Member] | |||||||||||||
Debt instrument, bearing interest percentage | 8.00% | 8.00% | |||||||||||
Convertible promissory notes | $ 1,760,000 | $ 1,760,000 | |||||||||||
Percentage of interest payable quarterly | 8.00% | 8.00% | |||||||||||
Debt instrument, maturity date | Nov. 30, 2019 | Nov. 30, 2019 | |||||||||||
Debt conversion price per share | $ 0.20 | $ 0.20 | |||||||||||
Debt instrument accrued interest percentage | 12.00% | 12.00% | |||||||||||
Convertible Promissory Notes [Member] | 2017 Unrelated Accredited Investors [Member] | Placement Agent and Escrow Agent [Member] | |||||||||||||
Fee expense | $ 174,810 | $ 174,810 | |||||||||||
Convertible Promissory Notes [Member] | 2018 Unrelated Accredited Investors [Member] | |||||||||||||
Debt instrument, bearing interest percentage | 8.00% | 8.00% | |||||||||||
Convertible promissory notes | $ 900,000 | $ 900,000 | |||||||||||
Percentage of interest payable quarterly | 8.00% | 8.00% | |||||||||||
Debt instrument, maturity date | Dec. 31, 2020 | Dec. 31, 2020 | |||||||||||
Debt conversion price per share | $ 0.13 | $ 0.13 | |||||||||||
Debt instrument accrued interest percentage | 12.00% | 12.00% | |||||||||||
Convertible Promissory Notes [Member] | 2018 Unrelated Accredited Investors [Member] | Placement Agent and Escrow Agent [Member] | |||||||||||||
Fee expense | $ 106,740 | $ 106,740 | |||||||||||
Authority Loan No. 1 [Member] | |||||||||||||
Note payable issued | $ 1,012,500 | ||||||||||||
Debt instrument, bearing interest percentage | 6.00% | ||||||||||||
Authority Loan No. 2 [Member] | |||||||||||||
Note payable issued | $ 750,000 | ||||||||||||
Authority Loan No. 2 [Member] | First 12 Months [Member] | |||||||||||||
Debt instrument, bearing interest percentage | 1.00% | ||||||||||||
Authority Loan No. 2 [Member] | Second 12 Months [Member] | |||||||||||||
Debt instrument, bearing interest percentage | 7.00% | ||||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||
Debt instrument, convertible, beneficial conversion feature | $ 666,458 | $ 425,023 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Total notes payable | $ 3,433,595 | $ 2,445,831 | |
Less unamortized debt issuance costs | (288,669) | (349,447) | |
Less current portion | (875,000) | ||
Long-term portion of notes payable | 3,144,926 | 1,221,384 | |
2016 Unrelated Notes [Member] | |||
Total notes payable | [1] | 773,595 | 685,831 |
2017 Unrelated Notes [Member] | |||
Total notes payable | [1] | 1,760,000 | 1,760,000 |
2018 Unrelated Notes [Member] | |||
Total notes payable | [2] | $ 900,000 | |
[1] | The fair value was based upon Level 2 inputs. See Note 8 for additional information about the Company's 2016 and 2017 Unrelated Notes. See Note 9 for additional information about the Company's 2016 and 2017 Related Notes. | ||
[2] | The 2018 Unrelated and Related Notes were closed in September, 2018 between market participants, therefore, fair value approximates carrying value given proximity to year-end. See Note 8 for additional information about the Companys 2018 Unrelated Notes. See Note 9 for additional information about the Company's 2016 and 2017 Related Notes. |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
2016 Unrelated Notes [Member] | ||
Beneficial conversion feature | $ 101,405 | $ 189,169 |
Notes Payable - Schedule of Fu
Notes Payable - Schedule of Future Minimum Principal Payments of Notes Payable (Details) | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2019 | |
2020 | 3,535,000 |
Total | $ 3,535,000 |
Notes Payable - Related Parti_3
Notes Payable - Related Parties (Details Narrative) - USD ($) | Sep. 26, 2018 | Sep. 17, 2018 | Sep. 14, 2018 | Nov. 30, 2017 | Nov. 17, 2017 | Sep. 21, 2017 | Dec. 30, 2016 | Nov. 30, 2016 | Dec. 31, 2014 | Dec. 24, 2013 | Mar. 13, 2013 | Nov. 24, 2012 | Apr. 16, 2012 | Mar. 29, 2012 | Dec. 31, 2018 | Dec. 31, 2017 |
Notes payable, related parties | $ 46,807 | $ 92,439 | ||||||||||||||
Accrued interest | 770 | |||||||||||||||
Interest expense, debt | 149,890 | 9,434 | ||||||||||||||
Debt instrument, original issue discount | $ 38,836 | |||||||||||||||
Warrant exercise price | $ 0.30 | |||||||||||||||
Warrants exercisable term | 5 years | |||||||||||||||
Amortization of debt discount | 38,836 | |||||||||||||||
Interest expenses of notes payable in related parties | $ 199,043 | 184,828 | ||||||||||||||
Related Parties [Member] | ||||||||||||||||
Notes payable, related parties | 1,171,777 | 785,321 | ||||||||||||||
Accrued interest | 122,956 | 29,997 | ||||||||||||||
2016 Bridge Notes [Member] | ||||||||||||||||
Debt instrument maturity date, description | The 2016 Bridge Notes were converted by the note holders into the 2016 Related Notes | |||||||||||||||
2017 Bridge Notes [Member] | ||||||||||||||||
Principal amount of note converted | $ 150,000 | |||||||||||||||
Mr. Ramon Shealy [Member] | ||||||||||||||||
Debt instrument, maturity date | Jan. 1, 2020 | |||||||||||||||
Repayments of debt | $ 193,453 | |||||||||||||||
Robert and Michael Taglich [Member] | ||||||||||||||||
Debt beneficial interest rate | 5.00% | |||||||||||||||
Debt instrument, original issue discount | $ 38,837 | |||||||||||||||
Warrant exercise price | $ 0.30 | |||||||||||||||
James DeSocio [Member] | 2017 Bridge Note [Member] | ||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2020 | Nov. 30, 2019 | ||||||||||||||
Maximum aggregate principal amount | $ 240,000 | |||||||||||||||
Debt instrument convertible, beneficial conversion feature | 150,000 | |||||||||||||||
Unsecured Promissory Note Payable [Member] | Mr. Ramon Shealy [Member] | ||||||||||||||||
Notes payable, related parties | $ 12,000 | $ 238,000 | ||||||||||||||
Long-term debt, percentage bearing fixed interest, percentage rate | 10.00% | 10.00% | ||||||||||||||
Debt instrument, maturity date | Jul. 15, 2012 | Sep. 27, 2012 | ||||||||||||||
Debt instrument maturity date extension | Nov. 24, 2012 | Nov. 24, 2012 | ||||||||||||||
Promissory Note Payable [Member] | Mr. Ramon Shealy [Member] | ||||||||||||||||
Debt instrument, maturity date | Jan. 1, 2014 | |||||||||||||||
Debt instrument maturity date extension | Jan. 1, 2015 | |||||||||||||||
Combined promissory note face amount | $ 250,000 | $ 250,000 | $ 250,000 | |||||||||||||
Repayments of debt | $ 100,000 | |||||||||||||||
Convertible Promissory Notes Payable [Member] | 2016 Bridge Notes [Member] | Accredited Investors [Member] | ||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2020 | Dec. 31, 2018 | ||||||||||||||
Maximum aggregate principal amount | $ 150,000 | |||||||||||||||
Debt instrument interest rate, stated percentage | 10.00% | 12.00% | ||||||||||||||
Debt instrument convertible, beneficial conversion feature | $ 225,000 | |||||||||||||||
Percentage of interest payable quarterly | 5.00% | 6.00% | ||||||||||||||
Debt instrument, convertible, conversion price | $ 0.40 | $ 0.65 | ||||||||||||||
Debt instrument, interest rate description | ||||||||||||||||
Convertible Promissory Notes Payable [Member] | 2016 Related Notes [Member] | Accredited Investors [Member] | ||||||||||||||||
Maximum aggregate principal amount | $ 375,000 | |||||||||||||||
Debt beneficial interest rate | 5.00% | |||||||||||||||
Debt instrument interest rate, stated percentage | 12.00% | |||||||||||||||
Debt instrument convertible, beneficial conversion feature | $ 144,231 | |||||||||||||||
Debt instrument, interest rate description | Any interest not paid quarterly will also accrue interest at the annual rate of 7% instead of 5%. | |||||||||||||||
Fair value adjustment under troubled debt restructuring accounting | $ 24,710 | |||||||||||||||
Interest expense, debt | $ 56,796 | 72,115 | ||||||||||||||
Convertible Promissory Notes Payable [Member] | 2017 Bridge Notes [Member] | ||||||||||||||||
Debt beneficial interest rate | 12.00% | |||||||||||||||
Debt instrument, interest rate description | Any interest not paid at maturity will also accrue interest at the annual rate of 12% instead of 8%. | |||||||||||||||
Number of warrants issued in connection with note | 150,000 | |||||||||||||||
Warrant exercise price | $ 0.30 | |||||||||||||||
Convertible Promissory Notes Payable [Member] | 2017 Related Notes [Member] | Accredited Investors [Member] | ||||||||||||||||
Maximum aggregate principal amount | $ 390,000 | |||||||||||||||
Debt beneficial interest rate | 5.00% | |||||||||||||||
Debt instrument interest rate, stated percentage | 12.00% | |||||||||||||||
Debt instrument, convertible, conversion price | $ 0.20 | |||||||||||||||
Debt instrument, interest rate description | The notes bear interest at an annual rate of interest of 8% until maturity, with interest of 8% payable quarterly beginning July 1, 2018 | |||||||||||||||
Convertible Promissory Notes Payable [Member] | 2018 Related Notes [Member] | Accredited Investors [Member] | ||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2020 | |||||||||||||||
Maximum aggregate principal amount | $ 400,000 | |||||||||||||||
Debt beneficial interest rate | 5.00% | |||||||||||||||
Debt instrument interest rate, stated percentage | 12.00% | |||||||||||||||
Percentage of interest payable quarterly | 8.00% | |||||||||||||||
Debt instrument, convertible, conversion price | $ 0.13 | |||||||||||||||
Debt instrument, interest rate description | The notes mature on December 31, 2020, and bear interest at an annual rate of interest of 8% until maturity, with interest of 8% payable quarterly beginning January 2, 2019 | |||||||||||||||
Convertible Promissory Notes Payable [Member] | Robert and Michael Taglich [Member] | ||||||||||||||||
Debt instrument, maturity date | Dec. 1, 2017 | |||||||||||||||
Maximum aggregate principal amount | $ 225,000 | |||||||||||||||
Debt beneficial interest rate | 5.00% | |||||||||||||||
Debt instrument interest rate, stated percentage | 8.00% | |||||||||||||||
Convertible Promissory Notes Payable [Member] | Robert and Michael Taglich [Member] | 2017 Bridge Notes [Member] | ||||||||||||||||
Notes payable, related parties | $ 154,640 | |||||||||||||||
Debt instrument, maturity date | Sep. 21, 2018 | |||||||||||||||
Debt beneficial interest rate | 5.00% | |||||||||||||||
Debt instrument interest rate, stated percentage | 8.00% | |||||||||||||||
Interest expense, debt | $ 889 | |||||||||||||||
Debt instrument, original issue discount | $ 4,640 | |||||||||||||||
Debt instrument, interest rate, effective percentage | 7.00% |
Notes Payable - Related Parti_4
Notes Payable - Related Parties - Schedule of Notes Payable Due to Related Parties (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Total notes payable - related party | $ 46,807 | $ 92,439 | |
Unamortized debt issuance costs | (288,669) | (349,447) | |
Less current portion | (46,807) | (416,969) | |
Long-term portion of notes payable-related party | 1,045,937 | 312,680 | |
Related Parties [Member] | |||
Total notes payable - related party | 1,171,777 | 785,321 | |
Unamortized debt issuance costs | (79,033) | (55,675) | |
Less current portion | (46,807) | (416,969) | |
Long-term portion of notes payable-related party | 1,045,937 | 312,680 | |
Shealy Note [Member] | |||
Total notes payable - related party | [1] | 46,807 | 92,439 |
2016 Related Notes [Member] | |||
Total notes payable - related party | [2] | 334,970 | 302,885 |
2017 Related Notes [Member] | |||
Total notes payable - related party | [2] | 390,000 | 390,000 |
2018 Related Notes [Member] | |||
Total notes payable - related party | [3] | $ 400,000 | |
[1] | The fair value was based upon Level 2 inputs. Short term maturity and interest rate approximates rate that the Company realized with issuance of new debt in September, 2018; therefore, carrying value approximates fair value. See Note 9 for additional information about the Company,s $250,000 Shealy Note. | ||
[2] | The fair value was based upon Level 2 inputs. See Note 8 for additional information about the Company's 2016 and 2017 Unrelated Notes. See Note 9 for additional information about the Company's 2016 and 2017 Related Notes. | ||
[3] | The 2018 Unrelated and Related Notes were closed in September, 2018 between market participants, therefore, fair value approximates carrying value given proximity to year-end. See Note 8 for additional information about the Companys 2018 Unrelated Notes. See Note 9 for additional information about the Company's 2016 and 2017 Related Notes. |
Notes Payable - Related Parti_5
Notes Payable - Related Parties - Schedule of Notes Payable Due to Related Parties (Details) (Parenthetical) - Shealy Note [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Notes payable due to related parties | $ 250,000 | $ 250,000 |
Beneficial conversion feature | $ 40,030 | $ 72,115 |
Notes Payable - Related Parti_6
Notes Payable - Related Parties - Schedule of Future Minimum Principal Payments of Notes Payable Related Party (Details) | Dec. 31, 2018USD ($) |
2019 | |
2020 | 3,535,000 |
TOTAL | 3,535,000 |
Notes Payable [Member] | |
2019 | 46,807 |
2020 | 1,165,000 |
TOTAL | $ 1,211,807 |
Deferred Compensation (Details
Deferred Compensation (Details Narrative) | Dec. 08, 2017USD ($)Payments | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Deferred compensation liability, noncurrent | $ 165,166 | $ 213,166 | |
Increase decrease in deferred compensation | 48,000 | 1,846 | |
A. Michael Chretien [Member] | |||
Bi-weekly payments of deferred compensation | $ 1,846 | ||
Number of payments | Payments | 61 | ||
Increase decrease in deferred compensation | $ 48,000 | $ 1,846 | |
A. Michael Chretien [Member] | One Partial Payment [Member] | |||
Bi-weekly payments of deferred compensation | $ 1,569 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Jan. 02, 2010ft² | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |||
Area of rental square feet of office space | ft² | 6,000 | ||
Lease commenced date | Jan. 1, 2010 | ||
Lease expiration date | Dec. 31, 2021 | ||
Lease extension date, description | Lease extension dated August 9, 2016 | ||
Operating leases rent expense, net | $ | $ 53,006 | $ 53,006 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 52,992 |
2020 | 54,288 |
2021 | 55,656 |
Future minimum lease payments under operating lease | $ 162,936 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Sep. 26, 2018 | Sep. 20, 2018 | Jan. 05, 2018 | Nov. 30, 2017 | Nov. 17, 2017 | Sep. 21, 2017 | Mar. 22, 2017 | Jan. 05, 2017 | Feb. 15, 2013 | Nov. 30, 2017 | Jan. 31, 2017 | Jan. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 12, 2018 | Jan. 03, 2017 |
Common stock, shares authorized, shares | 75,000,000 | 75,000,000 | 25,000,000 | |||||||||||||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock voting rights | The holders of the Company's common stock are entitled to one (1) vote per share. | |||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.30 | |||||||||||||||
Debt discount | $ 38,836 | |||||||||||||||
Debt issuance cost | 288,669 | $ 349,447 | ||||||||||||||
Interest expense, debt | $ 149,890 | $ 9,434 | ||||||||||||||
Common stock, shares issued | 17,729,421 | 17,426,792 | ||||||||||||||
Common stock, shares outstanding | 17,729,421 | 17,426,792 | ||||||||||||||
2015 Plan [Member] | ||||||||||||||||
Common stock, shares issued | 17,729,421 | |||||||||||||||
Common stock, shares outstanding | 17,729,421 | |||||||||||||||
Exercise of warrant outstanding | 6,726,625 | |||||||||||||||
Shares reserved for conversion of convertible debt | 25,599,782 | |||||||||||||||
Common stock, capital shares reserved for future issuance | 3,366,506 | |||||||||||||||
Accredited Investors [Member] | ||||||||||||||||
Convertible promissory note | $ 1,300,000 | $ 2,150,000 | $ 2,150,000 | $ 1,250,000 | ||||||||||||
Percentage of placement agent commission on gross proceeds | 8.00% | 8.00% | 8.00% | |||||||||||||
Common Stock [Member] | ||||||||||||||||
Common stock, shares authorized, shares | 75,000,000 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Underwriting expenses | $ 52,951 | |||||||||||||||
Number of warrants issued | 68,923 | |||||||||||||||
Fair value of warrant issued, per share | $ 0.77 | |||||||||||||||
Warrant [Member] | Placement Agent [Member] | ||||||||||||||||
Warrants issued to purchase of common stock, shares | 492,308 | 307,692 | 506,000 | 354,000 | 506,000 | 153,846 | ||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.18 | $ 0.13 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.75 | ||||||||||
Payment made to placement agent | $ 64,000 | $ 40,000 | $ 172,000 | $ 100,000 | ||||||||||||
Warrant expiration term | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||||||
Placement agent warrant issued during period | 84,923 | |||||||||||||||
Underwriting expenses | $ 65,243 | |||||||||||||||
Fair value of warrant issued, per share | $ 0.07 | $ 0.10 | $ 0.13 | $ 0.17 | $ 0.13 | |||||||||||
Debt issuance cost | $ 64,348 | $ 64,348 | $ 126,603 | $ 126,603 | $ 126,603 | |||||||||||
Interest expense, debt | $ 21,688 | |||||||||||||||
Directors [Member] | ||||||||||||||||
Shares issued for restricted common stock | 302,629 | 2,941 | 61,110 | |||||||||||||
Stock compensation | $ 57,500 | $ 62,500 | ||||||||||||||
Matthew Chretien [Member] | ||||||||||||||||
Stock returned during period shares | 500,000 | |||||||||||||||
Warrants issued to purchase of common stock, shares | 496,111 | |||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.007 | |||||||||||||||
Warrant expiration term | 4 years | |||||||||||||||
Matthew Chretien [Member] | Maximum [Member] | ||||||||||||||||
Number of warrants exercise for shares issues | 500,000 | |||||||||||||||
Matthew Chretien [Member] | One Four-Year Warrant [Member] | ||||||||||||||||
Warrants issued to purchase of common stock, shares | 500,000 | |||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.007 | |||||||||||||||
Robert and Michael Taglich [Member] | ||||||||||||||||
Warrants issued to purchase of common stock, shares | 150,000 | |||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.30 | |||||||||||||||
Warrant expiration term | 5 years | |||||||||||||||
Fair value of warrant issued, per share | $ 0.26 | |||||||||||||||
Debt beneficial interest rate | 5.00% | |||||||||||||||
Debt discount | $ 38,837 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Estimated Values of Warrants Valuation Assumptions (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Bridge Noteholders September 21, 2017 [Member] | |
Risk-free interest rate | 1.89% |
Weighted average expected term | 5 years |
Expected volatility | 130.80% |
Expected dividend yield | 0.00% |
Placement Agent December 30, 2016 [Member] | |
Risk-free interest rate | 1.93% |
Weighted average expected term | 5 years |
Expected volatility | 123.07% |
Expected dividend yield | 0.00% |
Placement Agent November 17, 2017 [Member] | |
Risk-free interest rate | 2.06% |
Weighted average expected term | 5 years |
Expected volatility | 129.87% |
Expected dividend yield | 0.00% |
Placement Agent November 30, 2017 [Member] | |
Risk-free interest rate | 2.14% |
Weighted average expected term | 5 years |
Expected volatility | 129.34% |
Expected dividend yield | 0.00% |
Placement Agent September 20, 2018 [Member] | |
Risk-free interest rate | 2.96% |
Weighted average expected term | 5 years |
Expected volatility | 122.52% |
Expected dividend yield | 0.00% |
Placement Agent September 26, 2018 [Member] | |
Risk-free interest rate | 2.96% |
Weighted average expected term | 5 years |
Expected volatility | 122.92% |
Expected dividend yield | 0.00% |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | Sep. 25, 2017 | Mar. 15, 2017 | Dec. 06, 2016 | Feb. 10, 2016 | Jan. 02, 2016 | Apr. 30, 2015 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based compensation options, number of options granted | 1,350,000 | |||||||||
Share-based compensation options, outstanding, exercise price | $ 0.55 | $ 0.55 | $ 0.81 | |||||||
Total revenues | $ 2,620,108 | |||||||||
Share-based compensation options vested, fair value | $ 249,025 | $ 156,766 | ||||||||
Share-based compensation, options, grants in period, weighted average grant date fair value | $ 0.29 | |||||||||
Employee service share-based compensation, unrecognized, stock options | $ 185,754 | $ 434,779 | ||||||||
Employee service share-based compensation, unrecognized compensation not yet recognized, period | 1 year | |||||||||
2015 Plan [Member] | ||||||||||
Share-based compensation options, number of options granted | 500,000 | |||||||||
Share-based compensation options, outstanding, exercise price | $ 0.38 | |||||||||
Employees stock options vesting period, description | vesting continuing until 2019 | |||||||||
Share-based compensation options vested, fair value | $ 321,011 | |||||||||
2015 Plan [Member] | Employee Stock Option [Member] | ||||||||||
Share-based compensation options, number of options granted | 750,000 | 100,000 | 100,000 | 210,000 | 250,000 | |||||
Share-based compensation options, outstanding, exercise price | $ 0.30 | $ 0.85 | $ 0.76 | $ 0.96 | $ 0.90 | |||||
Employees stock options vesting period, description | vesting continuing until 2019 | vesting continuing until 2020 | vesting continuing until 2020 | vesting continuing until 2020 | vesting continuing until 2019 | |||||
Share-based compensation options vested, fair value | $ 70,872 | $ 63,937 | $ 174,748 | $ 196,250 | ||||||
Stock option compensation | $ 4,357 | |||||||||
Non-qualified Stock Option Agreement [Member] | Sophie Pibouin [Member] | 2015 Plan [Member] | ||||||||||
Share-based compensation options, number of options granted | 128,000 | |||||||||
Share-based compensation options expiration date | Apr. 29, 2025 | |||||||||
Share-based compensation options, outstanding, exercise price | $ 0.75 | |||||||||
Non-qualified Stock Option Agreement [Member] | Murray Gross [Member] | 2015 Plan [Member] | ||||||||||
Share-based compensation options, number of options granted | 640,000 | |||||||||
Share-based compensation options expiration date | Apr. 29, 2025 | |||||||||
Share-based compensation options, outstanding, exercise price | $ 0.75 | |||||||||
Share-based compensation options, vested, number of shares | 400,000 | |||||||||
Share-based compensation options vested and expected to vest | 240,000 | |||||||||
Total revenues | $ 1,000,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Estimated Values of Stock Option Grants Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
April 30, 2015 Grant [Member] | ||
Risk-free interest rate | 1.43% | 1.43% |
Weighted average expected term | 5 years | 5 years |
Expected volatility | 143.10% | 143.10% |
Expected dividend yield | 0.00% | 0.00% |
January 1 , 2016 Grant [Member] | ||
Risk-free interest rate | 1.76% | 1.76% |
Weighted average expected term | 5 years | 5 years |
Expected volatility | 134.18% | 134.18% |
Expected dividend yield | 0.00% | 0.00% |
February 10 , 2016 Grant [Member] | ||
Risk-free interest rate | 1.15% | 1.15% |
Weighted average expected term | 5 years | 5 years |
Expected volatility | 132.97% | 132.97% |
Expected dividend yield | 0.00% | 0.00% |
December 6 , 2016 Grant [Member] | ||
Risk-free interest rate | 1.84% | 1.84% |
Weighted average expected term | 5 years | 5 years |
Expected volatility | 123.82% | 123.82% |
Expected dividend yield | 0.00% | 0.00% |
March 15, 2017 Grant [Member] | ||
Risk-free interest rate | 2.14% | 2.14% |
Weighted average expected term | 5 years | 5 years |
Expected volatility | 121.19% | 121.19% |
Expected dividend yield | 0.00% | 0.00% |
September 25, 2017 Grant [Member] | ||
Risk-free interest rate | 1.85% | 1.85% |
Weighted average expected term | 5 years | 5 years |
Expected volatility | 130.79% | 130.79% |
Expected dividend yield | 0.00% | 0.00% |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Shares Under Option, Outstanding beginning balance | 2,238,000 | 1,328,000 |
Shares Under Option, Granted | 1,350,000 | |
Shares Under Option, Forfeited and expired | (440,000) | |
Shares Under Option, Outstanding ending balance | 2,238,000 | 2,238,000 |
Shares Under Option, Exercisable ending balance | 1,589,250 | 849,250 |
Weighted Average Exercise Price, Outstanding beginning balance | $ 0.55 | $ 0.81 |
Weighted- Average Exercise Price, Granted | 0.37 | |
Weighted- Average Exercise Price, Forfeited and expired | 0.81 | |
Weighted Average Exercise Price, Outstanding ending balance | 0.55 | 0.55 |
Weighted Average Exercise Price, Exercisable ending balance | $ 0.57 | $ 0.70 |
Weighted Average Remaining Contractual Life Outstanding, beginning | 9 years | 9 years |
Weighted Average Remaining Contractual Life Outstanding, ending | 8 years | 9 years |
Weighted Average Remaining Contractual Life, Exercisable | 8 years | 8 years |
Aggregate Intrinsic Value, Outstanding, beginning balance | $ 79,200 | $ 115,200 |
Aggregate Intrinsic Value, Outstanding ending balance | 79,200 | 79,200 |
Aggregate Intrinsic Value, Exercisable ending balance | $ 79,200 | $ 79,200 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Sales Revenue, Net [Member] | Tiburon, Inc [Member] | ||
Concentration risk, percentage | 11.00% | 10.00% |
Sales Revenue, Net [Member] | Mid-Ohio Strategic Technologies [Member] | ||
Concentration risk, percentage | 10.00% | |
Sales Revenue, Net [Member] | Laser Systems, Inc. [Member] | ||
Concentration risk, percentage | 10.00% | |
Sales Revenue, Net [Member] | Ohio Department of Commerce [Member] | ||
Concentration risk, percentage | 10.00% | |
Sales Revenue, Net [Member] | Government Contracts [Member] | ||
Concentration risk, percentage | 30.00% | 41.00% |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentration risk, percentage | 22.00% | 39.00% |
Accounts Receivable [Member] | Customer Two [Member] | ||
Concentration risk, percentage | 16.00% | 12.00% |
Accounts Receivable [Member] | Customer Three [Member] | ||
Concentration risk, percentage | 14.00% | 10.00% |
Accounts Receivable [Member] | Customer Four [Member] | ||
Concentration risk, percentage | 14.00% |
Provision For Income Taxes (Det
Provision For Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 16,303,000 | |
Operating loss carry forwards expiration period | 2038 | |
Deferred tax assets, operating loss carryforwards, state and local | $ 3,440,000 | |
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance, percent | 100.00% | 100.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 11, 2019 | Jan. 07, 2019 | Jan. 05, 2018 | Mar. 22, 2017 | Jan. 05, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair value of stock options | $ 249,025 | $ 156,766 | |||||
Number of shares granted stock options | 1,350,000 | ||||||
Directors [Member] | |||||||
Shares issued for restricted common stock | 302,629 | 2,941 | 61,110 | ||||
Stock compensation | $ 57,500 | $ 62,500 | |||||
Subsequent Event [Member] | 2015 Plan [Member] | |||||||
Number of shares canceled stock options | 1,660,000 | ||||||
Options exercise price | $ 0.13 | ||||||
Fair value of stock options | $ 4,844 | ||||||
Subsequent Event [Member] | Directors [Member] | |||||||
Shares issued for restricted common stock | 522,729 | ||||||
Stock compensation | $ 57,500 | ||||||
Subsequent Event [Member] | Employee [Member] | |||||||
Shares issued for restricted common stock | 272,728 | ||||||
Stock compensation | $ 30,000 | ||||||
Subsequent Event [Member] | Employees One [Member] | |||||||
Number of shares canceled stock options | 150,000 | ||||||
Options exercise price | $ 0.90 | ||||||
Subsequent Event [Member] | Employees Two [Member] | |||||||
Number of shares canceled stock options | 160,000 | ||||||
Options exercise price | $ 0.96 | ||||||
Subsequent Event [Member] | Employees Three [Member] | |||||||
Number of shares canceled stock options | 100,000 | ||||||
Options exercise price | $ 0.76 | ||||||
Subsequent Event [Member] | Employees Four [Member] | |||||||
Number of shares canceled stock options | 750,000 | ||||||
Options exercise price | $ 0.30 | ||||||
Subsequent Event [Member] | Employees Five [Member] | |||||||
Number of shares canceled stock options | 500,000 | ||||||
Options exercise price | $ 0.38 | ||||||
Subsequent Event [Member] | Employees [Member] | 2015 Plan [Member] | |||||||
Options exercise price | $ 0.13 | ||||||
Fair value of stock options | $ 44,591 | ||||||
Number of shares granted stock options | 505,000 |