Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 14, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | PARETEUM Corp | |
Entity Central Index Key | 1,084,384 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | TEUM | |
Entity Common Stock, Shares Outstanding | 28,669,680 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 699,659 | $ 931,189 |
Restricted cash | 698,641 | 564,018 |
Accounts receivable, net of an allowance for doubtful accounts of $101,235 at September 30, 2017 and $88,528 at December 31, 2016 | 335,364 | 614,670 |
Prepaid expenses and other current assets | 797,178 | 1,084,994 |
Total current assets | 2,530,842 | 3,194,871 |
NON-CURRENT ASSETS | ||
OTHER ASSETS | 79,992 | 129,037 |
NOTE RECEIVABLE | 594,428 | 1,012,603 |
PROPERTY AND EQUIPMENT, NET | 7,077,635 | 8,708,778 |
TOTAL ASSETS | 10,282,897 | 13,045,289 |
CURRENT LIABILITIES | ||
Accounts payable and customer deposits | 2,590,798 | 2,316,768 |
Obligations under capital leases (current portion) | 0 | 10,813 |
Net billings in excess of revenues | 433,550 | 951,791 |
Accrued expenses and other payables | 4,699,533 | 6,013,620 |
9% Unsecured Subordinated Convertible Promissory Note (current portion net of Debt Discount and Debt Issuance) | 559,403 | 0 |
Senior Secured Loan - Short Term | 2,000,000 | 4,000,000 |
Total current liabilities | 10,283,284 | 13,292,992 |
LONG TERM LIABILITIES | ||
Derivative liabilities | 471,458 | 4,265,829 |
Other long term liabilities | 166,220 | 192,980 |
Unsecured Convertible Promissory Note (net of Debt Discount and Debt Issuance) | 89,488 | 821,048 |
Senior Secured Loan - Long Term (net of Debt Discount, and Debt Issuance) | 4,150,890 | 3,715,662 |
Non-current portion of net billings in excess of revenues | 0 | 121,309 |
Total long term liabilities | 4,878,056 | 9,116,828 |
Total liabilities | 15,161,340 | 22,409,820 |
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock $0.00001 par value, 50,000,000 shares authorized, -0- and 249 issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 0 | 2,143,196 |
Common Stock $0.00001 par value, 500,000,000 shares authorized, 14,577,232 and 8,376,267 issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 292,242,457 | 280,653,362 |
Accumulated other comprehensive loss | (5,095,421) | (5,086,902) |
Accumulated deficit | (292,025,479) | (287,080,234) |
Pareteum Corporation stockholders’ deficit | (4,878,443) | (9,370,578) |
NON-CONTROLLING INTEREST | 0 | 6,047 |
Total stockholders’ deficit | (4,878,443) | (9,364,531) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 10,282,897 | $ 13,045,289 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Allowance for Doubtful Accounts Receivable, Current | $ 101,235 | $ 88,528 |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 249 |
Preferred Stock, Shares Outstanding | 0 | 249 |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 14,577,232 | 8,376,267 |
Common Stock, Shares, Outstanding | 14,577,232 | 8,376,267 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
REVENUES | $ 3,498,688 | $ 3,170,596 | $ 9,532,807 | $ 9,711,288 |
COST AND OPERATING EXPENSES | ||||
Cost of service | 791,334 | 892,069 | 2,578,925 | 2,996,496 |
Product development | 497,078 | 667,788 | 1,055,285 | 2,766,690 |
Sales and marketing | 412,881 | 206,632 | 1,103,162 | 1,094,305 |
General and administrative | 1,578,960 | 2,743,670 | 5,435,187 | 7,588,752 |
Restructuring and settlement costs | 253,014 | 560,181 | 841,120 | 1,395,984 |
Depreciation and amortization of property and equipment | 1,432,712 | 1,108,553 | 3,149,188 | 3,320,104 |
Impairment for assets held and used | 0 | 850,985 | 0 | 850,985 |
Impairment of goodwill | 0 | 3,228,930 | 0 | 3,228,930 |
(Increase) decrease in prepaid expenses, deposits and other assets | 0 | 1,746,905 | 0 | 1,746,905 |
Total cost and operating expenses | 4,965,979 | 12,005,713 | 14,162,867 | 24,989,151 |
LOSS FROM OPERATIONS | (1,467,291) | (8,835,117) | (4,630,060) | (15,277,863) |
OTHER (EXPENSE) / INCOME | ||||
Interest income | 41,964 | 24,700 | 136,000 | 75,247 |
Interest expense | (421,392) | (253,509) | (1,344,576) | (856,281) |
Interest expense related to debt discount and conversion feature | (205,842) | (2,319,679) | (1,548,440) | (2,932,823) |
Changes in derivative liabilities | 0 | (735,902) | 1,920,881 | (75,966) |
(Loss)/Gain on Extinguishment of Debt | (299,511) | (443,426) | 163,834 | (443,426) |
Foreign currency translation adjustment | 216,002 | 101,328 | 686,478 | 213,888 |
Amortization of deferred financing costs | (25,595) | (568,246) | (248,218) | (850,541) |
Total other (expense) | (694,374) | (4,194,734) | (234,041) | (4,869,902) |
(LOSS) BEFORE PROVISION FOR INCOME TAXES | (2,161,665) | (13,029,851) | (4,864,101) | (20,147,765) |
Provision for income taxes | 147,640 | 8,450 | 81,144 | 27,557 |
NET (LOSS) | (2,309,305) | (13,038,301) | (4,945,245) | (20,175,322) |
OTHER COMPREHENSIVE INCOME / (LOSS) | ||||
Foreign currency translation income / (loss) | 2,139 | 425,354 | (8,512) | 421,091 |
COMPREHENSIVE (LOSS) | $ (2,307,166) | $ (12,612,947) | $ (4,953,757) | $ (19,754,231) |
Net (loss) per common share and equivalents - basic | $ (0.16) | $ (1.90) | $ (0.41) | $ (3.01) |
Net (loss) per common share and equivalents - diluted | $ (0.16) | $ (1.90) | $ (0.41) | $ (3.01) |
Weighted average shares outstanding during the period - basic | 14,304,340 | 6,627,708 | 12,201,452 | 6,563,148 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,945,245) | $ (20,175,322) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,149,188 | 3,320,104 |
Provision for doubtful accounts | 6,378 | 0 |
Stock based compensation | 1,508,535 | 2,102,440 |
Change in fair value of warrant liability | (1,920,881) | 75,966 |
Amortization of deferred financing costs | 248,218 | 850,541 |
Interest expense relating to debt discount and conversion feature | 1,548,440 | 2,932,823 |
Unrealized foreign currency translation gain loss | (686,478) | (213,888) |
Debt settled by issuance of shares | 524,465 | 0 |
Extinguishment of Debt | (163,834) | 443,426 |
Impairment for assets held and used | 0 | 850,985 |
Impairment of goodwill | 0 | 3,228,930 |
Loss on sale of assets | 0 | 1,746,905 |
Changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 272,928 | 786,606 |
Decrease in prepaid expenses and other assets | 755,036 | 2,000,388 |
Increase in accounts payable and customer deposits | 274,030 | 708,252 |
Decrease in net billings in excess of revenues and deferred revenue | (639,550) | (709,896) |
Decrease in accrued expenses and other liabilities | (1,340,846) | 344,568 |
Net cash used in operating activities | (1,409,616) | (1,707,172) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, equipment and software development | (538,245) | (1,382,127) |
Advance Purchase Payment on “Assets held for Sale” | 0 | 450,000 |
Proceeds from sale of assets | 0 | 2,000,000 |
Net cash (used in) provided by investing activities | (538,245) | 1,067,873 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Financing receivable | 0 | 355,000 |
Exercise of warrants and options | 1,150,000 | 0 |
Principal payment on 2014 10% + libor 3rd Part Loan | 0 | (881,809) |
Proceeds from 9% Unsecured Subordinated Convertible Promissory Note | 0 | 2,273,000 |
Financing related fees | (581,591) | (1,427,967) |
Debt finance costs | (10,999) | 0 |
Unsecured promissory note | 0 | 350,000 |
Payments on obligations under capital leases | (10,813) | 0 |
Gross Proceed from Preferred A & A1 Shares issuance | 0 | 1,490,000 |
Gross Proceed from public offering | 3,500,000 | 0 |
Principal repayment Senior Secured Loan | (2,000,000) | 0 |
Net cash provided by financing activities | 2,046,597 | 2,158,224 |
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (195,643) | (159,944) |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (96,907) | 1,358,981 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 1,495,207 | 369,250 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | 1,398,300 | 1,728,231 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 906,590 | 678,138 |
Cash paid during the period for income taxes | 2,359 | 0 |
Conversion of preferred stock | 2,143,196 | 0 |
Amendments to warrants and convertible notes | 2,704,574 | 0 |
Conversions of convertible notes | $ 281,944 | $ 0 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Unsecured Subordinated Convertible Promissory Note [Member] | ||
Interest Rate Percentage | 9.00% | |
Term Loan 2014 [Member] | ||
Loan payable, interest rate spread | 10.00% | 10.00% |
Description of variable rate basis | libor | libor |
Financial Condition
Financial Condition | 9 Months Ended |
Sep. 30, 2017 | |
Financial Condition [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 1. Financial Condition As reflected in the accompanying consolidated financial statements, Pareteum Corporation (the “Company”) reported net (loss) of $ (4,945,245) (292,025,479) The Company was influenced by several events through September 30, 2017: · the restructuring of Atalaya debt on March 6, 2017, May 2, 2017 and August 9, 2017; · 25-1 reverse stock split; · the conversion of unsecured convertible debt and modification of derivative securities; · a capital raise; · an extension was granted by the NYSE for compliance with the listing requirements; · new director appointment; · Dawson James capital raise on November 9, 2017; · Joseph Gunnar warrant exercise; and · new employee stock option plan. Atalaya Debt Restructuring On March 6, 2017, Elephant Talk Europe Holding B.V., an entity organized under the laws of the Netherlands (the “Borrower”), a wholly owned subsidiary of the Company, as Borrower, the Company, Pareteum North America Corp., a Delaware corporation, Corbin Mezzanine Fund I, L.P. (“Lender”) and Atalaya Administrative LLC, a New York limited liability company (Atalaya”), as administrative agent and collateral agent for the Lender, entered into an agreement to amend certain terms of the credit agreement among the parties, dated November 17, 2014, as has been amended from time to time (as so amended, the “Amended and Restated Agreement”). On March 31, 2017, the relevant parties entered into the formal amendment to the Amended and Restated Agreement (the “Amendment”). Capitalized terms used herein but not otherwise defined shall have the meaning as set forth in the Amended and Restated Credit Agreement. Pursuant to the Amendment: (i) the Maturity Date was extended to December 31, 2018; (ii) the amortization schedule was amended as follows: Q1-2017: $ 1,500,000 1,500,000 500,000 500,000 750,000 750,000 750,000 1,229,100 216,900 On May 2, 2017, the Borrower, the Company, Pareteum North America Corp., a Delaware corporation, Lender and Atalaya Administrative LLC, a New York limited liability company, as administrative agent and collateral agent for the Lender, executed a term sheet (the “Term Sheet”) to amend certain terms of that credit agreement among the parties, as amended via the Amended & Restated Credit Agreement dated December 27, 2016, and further amended on March 6, 2017. On August 9, 2017, the parties entered the Second Amendment (“Second Amendment”), among other items, to reduce the quarterly principal amortization payment amounts and confirmed the maturity date of December 31, 2018. Further, the parties agreed on a revised repayment schedule, which reduces the principal repayments to $ 250,000 0.64 0.64 793,900 140,100 Reverse Stock Split The Company received a deficiency letter from the New York Stock Exchange MKT (the “NYSE MKT”) on December 6, 2016, indicating that the Company’s securities had been selling for a low price per share for a substantial period of time and, pursuant to Section 1003(f)(v) of the NYSE MKT Company Guide (the “Company Guide”), our continued listing on the NYSE MKT was predicated on our effecting a reverse split and other requirements or otherwise demonstrating sustained price improvement. This notice was in addition to a prior notice we received from NYSE MKT on May 26, 2016, as previously disclosed on a Current Report on Form 8-K filed on June 2, 2016. The NYSE MKT indicated that we had an additional six months, or until June 6, 2017, to gain compliance with Section 1003(f)(v) of the Company Guide. On February 27, 2017, the Company completed a 1-for-25 reverse split of our issued and outstanding common stock and regained compliance with Section 1003 (f)(v) of the Company Guide. The financial information has been adjusted for comparability post reverse split. Conversion of Unsecured Convertible Promissory Note and Modification of Derivative Securities On March 30, 2017, the Company entered into an agreement with Saffelberg Investments NV (the “Holder”) pursuant to which the Company and the Holder amended the terms of, redeemed or effected conversion, as the case may be, of certain convertible promissory notes (the “Note(s)”) and warrants (the “Warrant(s)”) previously issued by the Company to the Holder, which was replaced by an agreement dated September 7, 2017 Pursuant to the agreement, the Company and the Holder agreed to modify certain terms of the Notes pursuant to the agreement dated September 7, 2017, whereby the Company entered into a repayment plan with an initial cash payment $ 75,000 20,000 95,000 723,900 9 96,520 5.375 Conversion of Preferred Shares The Company’s Certificate of Incorporation authorizes the issuance of 50,000,000 0.00001 249 249 On March 7, 2017, Pareteum Corporation received conversion notices from holders of an aggregate of $ 1,910,000 191 0.00001 1.305 13 1.87 On September 28, 2017, the Company converted the remaining holders with an aggregate of $ 580,000 338,419 0.00001 Joseph Gunnar & Co., LLC - Public Offering On March 10, 2017, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Joseph Gunnar & Co., LLC (the “Underwriter”), relating to the issuance and sale of 2,333,334 1.50 1,166,667 1.3949 3.5 350,000 175,000 109,133 Extension Granted for Compliance with the NYSE MKT Listing Requirements On July 13, 2017, the Company received a notice from the NYSE MKT indicating that the Company is not currently in compliance with the NYSE MKT’s continued listing standards as set forth in Section 1003(a)(i), Section 1003(a)(ii), Section 1003(a)(iii), and Section 1003(a)(iv) of the NYSE MKT Company Guide. The Company is now in compliance with Section 1003(f)(v). The NYSE MKT has reviewed the Company’s most recent updates and determined to extend the plan period for the Company to regain compliance with Section 1003(a)(iv) through November 27, 2017. The compliance date for Section 1003(a)(i), Section 1003(a)(ii), and Section 1003(a)(iii) remain November 27, 2017, as was previously stated in the NYSE MKT’s notice dated January 5, 2017 and disclosed on a Current Report on Form 8-K filed by the Company on January 9, 2017. If the Company is not in compliance with the continued listing standards of the Company Guide by November 27, 2017, or if the Company does not make progress consistent with the plan during the plan period, the NYSE MKT will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide. New Director Appointment Effective July 25, 2017, the Company appointed Laura Thomas as an independent director of the Company. Ms. Thomas presently serves as the Chief Financial Officer of Towerstream, Inc. Ms. Thomas previously served on the Board of Directors of Impact Telecom (“Impact”), a full-service telecommunications company, from January 2016 through December 2016, during which time she served as Chairman of the Board of Directors from January 2016 through June 2016. From December 2014 through December 2015 she served as the Chief Executive Officer of TNCI Operating Company, which acquired Impact in January 2016. From 2000 through 2014 she served in a variety of roles at XO Holdings, Inc. (now XO Communications), a telecommunications services provider, including as Chief Financial Officer from May 2009 through April 2011 and again from December 2013 through August 2014, and as Chief Executive Officer from April 2011 through December 2013. Dawson James Securities Public Offering On November 9, 2017, the Company announced the closing of a firm commitment underwritten public offering of its securities pursuant to which it issued an aggregate of 9,009,478 4,034 1,000 7,478,228 956,489 0.92 12 10,723,899 Joseph Gunnar Warrant Exercise On July 17, 2017, the Company entered into Warrant Exercise Agreements (the “Exercise Agreements”) with certain holders (the “Exercising Holders”) of outstanding warrants to purchase up to an aggregate of 1,150,000 1.87 1.00 1.15 In consideration for the Exercising Holders exercising their Original Warrants, the Company issued to each Exercising Holder a new warrant (each, a “New Warrant”) to purchase shares of the Company’s common stock equal to the number of shares of common stock received by such Exercising Holder upon the cash exercise of such Exercising Holder’s Original Warrants. The terms of the New Warrants was substantially similar to the terms of the Original Warrants, except that the New Warrants will (i) have an exercise price equal to $ 1.39 The issuance of the New Warrants was not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The New Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Each Exercising Holder had represented that it is an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act. In connection with the Exercise Agreements, the Company engaged Joseph Gunnar & Co., LLC to act as the Company’s placement agent. The Company has agreed to pay Joseph Gunnar & Co., LLC a cash fee equal to seven percent ( 7 New Employee Stock Option Plan On June 8, 2017, the Board adopted the 2017 Pareteum Corp. Long-Term Incentive Compensation Plan (the “2017 Plan”), an omnibus equity incentive plan pursuant to which the Company may grant equity and equity-linked awards to officers, directors, consultants and others. The Board adopted the 2017 Plan as a means to offer incentives and attract, motivate and retain and reward persons eligible to participate in the 2017 Plan. Accordingly, the Board unanimously approved and adopted the 2017 Plan, including authorization of the issuance of 6,500,000 3,500,000 Based on our current expectations with respect to our revenue and expenses, we expect that our current level of cash and cash equivalents could be sufficient to meet our liquidity needs for the next twelve months. If our revenues do not grow as expected and if we are not able to manage expenses sufficiently, including required payments pursuant to the terms of the senior secured debt, we may be required to obtain additional equity or debt financing. Although we have previously been able to attract financing as needed, such financing may not continue to be available at all, or if available, on reasonable terms as required. Further, the terms of such financing may be dilutive to existing shareholders or otherwise on terms not favorable to us or existing shareholders. If we are unable to secure additional financing, as circumstances require, or do not succeed in meeting our sales objectives, we may be required to change or significantly reduce our operations or ultimately may not be able to continue our operations. As a result of our historical net losses and cash flow deficits, and net capital deficiency, these conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Description of Business, Basis
Description of Business, Basis of Presentation and Use of Estimates | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 2. Description of Business, Basis of Presentation and Use of Estimates The Company has developed a Communications Cloud Services Platform, providing (i) Mobility, (ii) Messaging and (iii) Security services and applications, with a Single-Sign-On, API and software development suite. The Pareteum platform hosts integrated IT/Back Office and Core Network functionality for mobile network operators, and for enterprises implement and leverage mobile communications solutions on a fully outsourced SaaS, PaaS and/or IaaS basis: made available either as an on-premise solution or as a fully hosted service in the Cloud depending on the needs of our customers. Pareteum also delivers an Operational Support System (“OSS”) for channel partners, with Application Program Interfaces (“APIs”) for integration with third party systems, workflows for complex application orchestration, customer support with branded portals and plug-ins for a multitude of other applications. These features facilitate and improve the ability of our channel partners to provide support and to drive sales. The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, for interim financial information and with the instructions to Securities and Exchange Commission, or SEC, Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2016, included in our 2016 Annual Report on Form 10-K filed with the SEC on March 29, 2017, referred to as our 2016 Annual Report. The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly our results of operations and financial position for the interim periods. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for future quarters or the full year. For a complete summary of our significant accounting policies, please refer to Note 2, “Business and Summary of Significant Accounting Policies,” of our 2016 Annual Report. There have been no material changes to our significant accounting policies during the nine months ended September 30, 2017. The preparation of the accompanying consolidated financial statements conforms with accounting principles generally accepted in the U.S. and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant areas of estimates include revenue recognition, valuation of goodwill and other intangible assets, bad debt allowance, valuation of financial instruments, useful lives of long lived assets and share-based compensation. Actual results may differ from these estimates under different assumptions or conditions. In November 2016, the FASB issued Accounting Standards Update 2016-18, “Statement of Cashflows Restricted Cash a consensus of the FASB Emerging Issues Task Force”. This standard requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement of cash flows under a retrospective transition approach. The guidance will become effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company has adopted ASU 2016-18. Accounting Standards Not Yet Adopted In May 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers (ASU 2014-09). ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued ASU 2015-14 Revenue from Contracts with Customers: Deferral of Effective Date (ASU 2015-14) to defer the effective date of the new revenue recognition standard. ASU 2015-14 defers the effective date of ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. For public entities, ASU 2014-09 is effective for fiscal years beginning after December 15, 2017, with early adoption permitted for fiscal years beginning after December 15, 2016, and is effective for interim periods in the year of adoption. We will adopt ASU 2014-09 on January 1, 2018 and we are currently evaluating the application of the modified or full retrospective transition methods on our ongoing financial reporting. As part of our evaluation, we are reviewing all our present revenue generating contracts. We are in the process of reviewing our various revenue streams and their present categorization to determine the impact of ASU 2014-09 on our revenue recognition. The Company is evaluating the effect that the ASU on the materially impact if any on the amount and timing of consolidated revenues. However, there could be changes to the presentation of revenues on our statements of operations and additional disclosures around the nature, amount, timing and uncertainty of our revenues and cash flows arising from contracts with customers. We continue to actively monitor outstanding issues currently being addressed by the American Institute of Certified Public Accountants’ Revenue Recognition Working Group and the Financial Accounting Standards Board’s Transition Resource Group, since conclusions reached by these groups may impact our application of these ASUs. |
Supplemental Financial Informat
Supplemental Financial Information | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Financial Information [Abstract] | |
Additional Financial Information Disclosure [Text Block] | Note 3. Supplemental Financial Information Prepaid expenses and other current assets September 30, December 31, 2017 2016 Prepaid expenses $ 462,246 $ 492,549 VAT 316,932 592,445 $ 797,178 $ 1,084,994 Property and equipment September 30, December 31, 2017 2016 Furniture & fixtures $ 173,883 $ 155,197 Computer, communications and network equipment 19,079,117 19,079,117 Software 5,494,111 3,209,318 Automobiles 13,360 11,897 Construction in progress - 786,897 Acc. Depreciation Property & Equipment (17,682,836) (14,533,648) $ 7,077,635 $ 8,708,778 Accrued expenses and other payables September 30, December 31, 2017 2016 Accrued Selling, General & Administrative expenses $ 2,571,048 $ 4,955,959 Accrued cost of service 598,641 394,496 Accrued taxes (including VAT) 912,496 127,434 Accrued interest payable 245,319 132,632 Other accrued expenses 372,029 403,099 $ 4,699,533 $ 6,013,620 Conversions (during Regular 2017) Outstanding Closing(s) Amortizations including Breakdown of the Unsecured Convertible Promissory September during (during accelerated December Notes (net of debt discounts) 30, 2017 2017 2017) amortization 31, 2016 9% Unsecured Convertible Note (Private Offering Q4- 2015 Q1-2016 $ (89,488) $ - $ (50,673) $ 281,914 $ (320,729) 9% Saffelberg Note (Unsecured Convertible) (559,403) - (59,084) - (500,319) $ (648,891) $ - $ (109,757) $ 281,914 $ (821,048) Additional Mark to FMV as FMV as of closings Agreement market of Fair Market Value Warrants & September during Amendments/ adjustment December Conversion Feature 30, 2017 2017 Conversions Ytd-2017 31, 2016 9% Saffelberg Note (Unsecured Convertible) $ 400,631 $ - $ - $ (37,817) $ 438,448 FMV Conversion Feature 400,631 - - (37,817) 438,448 Lender Warrants - - (1,610,060) (1,752,223) 3,362,283 9% Saffelberg Note Warrants 70,827 - (117,388) 188,215 7% Agent Warrants - - (121,200) - 121,200 8% Agent Warrants - - (142,231) (13,453) 155,684 FMV Warrant Liabilities 70,827 - (1,873,491) (1,883,064) 3,827,382 Total $ 471,458 $ - $ (1,873,491) $ (1,920,881) $ 4,265,829 Change in Fair Value of Conversion Feature During the first quarter of 2017, the Company negotiated with most parties having a derivative instrument with conversion feature to remove most conditions responsible for the need of derivative accounting. This resulted in an adjustment to the calculation of the fair value as per the agreement date of the removal of such features and the subsequent accounting for the allocation of the liability value towards extinguishment of debt and change in fair value of the conversion feature. As of September 30, 2017, the warrants associated with the unsecured note with a coupon of 9% are the only remaining derivative instrument that results in a derivative liability. Agreement Outstanding Additional Amendments Outstanding Number of underlying shares for September 30, Closings / Interest Exercises / December Warrants & Conversion Feature 2017 during 2017 effects Conversions 31, 2016 9% Convertible Note - Investors 60,839 - 91,736 (243,564) 212,667 9% Convertible Note - Other Investor 134,679 - - - 134,679 Underlying shares relating to outstanding Conversion Features 195,518 - 91,736 (243,564) 347,346 13%+Eurodollar Senior Secured 2,400,000 - 1,126,982 - 1,273,018 2017 Registered Public Offering 1,166,667 1,166,667 1,150,000 (1,150,000) - Investor Management Services 710,000 710,000 - - - 9% Convertible Note Warrants 520,373 - - - 520,373 2013 Convertible Notes 180,000 - - - 180,000 Other 9% Convertible Note Warrants 96,520 - - - 96,520 2017 Registered Public Offering Agent Warrants 699,167 750,800 57,500 (109,133) - 9% Convertible Note 7% Agent Warrants 66,229 - - - 66,229 Preferred Share Conversion Warrants 731,798 - 731,798 - - Preferred Share issuance 8% Agent Warrants 38,827 - (29,618) - 68,445 Underlying shares relating to outstanding Warrants 6,609,581 2,627,467 3,036,662 (1,259,133) 2,204,585 Total 6,805,099 2,627,467 3,476,731 (2,033,557) 2,551,931 2016 13% + Eurodollar Senior Secured Credit Agreement (Refinancing of 2014 10% + Eurodollar Loan) (Maturing December 2018, September 30, December 31, including provisional extensions) 2017 2016 2016 13% + Eurodollar Senior Secured Credit Agreement (principal) $ 8,081,836 $ 10,081,836 Debt Discount - 10% Warrants & Free Warrant shares (212,394) (422,202) Debt Discount 2017 Warrants for Corbin & Atalaya (706,332) - Debt Discount - Original Issue Discount (3,305) (6,596) Deferred Financing Costs (88,837) (164,731) Debt Discount - Repayment Premium (920,078) (1,772,645) $ 6,150,890 $ 7,715,662 Change in Fair Value of Warrant Liabilities During the first quarter of 2017, the Company negotiated with parties having a derivative instrument with conversion feature to remove most conditions responsible for the need of derivative accounting. This resulted in an adjustment to the calculation of the fair value as per the agreement date of the removal of such features and the subsequent accounting for the allocation of the liability value towards extinguishment of debt and change in fair value of the conversion feature. As of September 30, 2017, the warrants associated with the unsecured note with a coupon of 9 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 4. Fair Value Measurements In accordance with Accounting Standards Update 820, Fair Value Measurement (“ASC 820”), the Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2 Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but are traded less frequently, derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the market and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3 Instruments that have little to no pricing observability as of the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. The Company maintained derivative liabilities of $ 471,458 Fair Market Value Warrants & FMV as of Additional Agreement Mark to FMV as 9% Saffelberg Note (Unsecured Convertible) $ 400,631 $ - $ - $ (37,817) $ 438,448 FMV Conversion Feature 400,631 - - (37,817) 438,448 Lender Warrants - - (1,610,060) (1,752,223) 3,362,283 9% Saffelberg Note Warrants 70,827 - (117,388) 188,214 7% Agent Warrants - - (121,200) - 121,200 8% Agent Warrants - - (142,231) (13,453) 155,684 FMV Warrant Liabilities 70,827 - (1,873,492) (1,883,064) 3,827,381 Total $ 471,458 $ - $ (1,873,492) $ (1,920,881) $ 4,265,829 The Company used the Monte Carlo valuation model to determine the value of the outstanding warrants and conversion feature from the “Offering”. Since the Monte Carlo valuation model requires special software and expertise to model the assumptions to be used, the Company hired a third party valuation expert. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 5. Stockholders’ Equity (A) Common Stock The Company is presently authorized to issue 500,000,000 14,577,232 6,200,964 716,590 338,419 Reconciliation with Stock Transfer Agent Records: The shares issued and outstanding as of September 30, 2017 and December 31, 2016 according to the Company’s stock transfer agent’s records were 14,587,068 8,386,103 14,577,232 9,836 9,356 480 (B) Preferred Stock The Company’s Certificate of Incorporation authorizes the issuance of 50,000,000 0.00001 249 249 On March 7, 2017, the Company received conversion notices from holders of an aggregate of $ 1,910,000 191 13 1.50 1.305 1,463,601 On September 28, 2017 the Company notified the remaining holders of the Preferred Shares that the Company had elected to exercise its right to force conversion of the Preferred Shares still outstanding as permitted under the terms of the agreement. The conversion resulted in the issuance of 338,419 -0- (C) Warrants Throughout the years, the Company has issued warrants with varying terms and conditions related to multiple financing rounds, acquisitions and other transactions. The number of warrants outstanding at September 30, 2017 (unaudited) and December 31, 2016 have been recorded and classified as equity is 6,619,233 2,204,651 6,619,233 700,373 1,504,278 1.72 Outstanding Warrants Exercise/ Expiring September 30, 2017 December 31, 2016 Equity Warrants Fundraising $0.64 - $5.375 2017 - 2023 6,513,061 700,373 Liability Warrants Fundraising $3.25 - $11.25 2019 - 2021 96,520 1,504,278 6,609,581 2,204,651 |
Amended and Restated 2008 Long
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Note 6. Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan Total Authorized under the plan 2,240,000 Shares issued in prior years 612,428 Shares issued during 2017 459,995 Options exercised during 2017 - Outstanding options 1,100,640 Available for grant at September 30, 2017 (Registered and Unregistered) 66,937 During the third quarter of 2017, no shares were issued or options were granted under the 2008 Plan. The 66,937 4,548 62,388 Weighted Average Options: Number of Options Exercise Price Outstanding as of December 31, 2016 1,040,211 $ 13.35 Granted in 2017 199,700 $ 2.16 Forfeitures (Pre-vesting) (2,058) $ 20.48 Expirations (Post-vesting) (137,213) $ 25.03 Outstanding as of September 30, 2017 1,100,640 $ 9.85 At September 30, 2017, the unrecognized expense portion of stock-based awards granted to employees under the 2008 Plan was $ 224,853 591,849 Total Authorized under the plan (Shareholders) 6,500,000 Total Registered under the plan (S-8 dated June 14, 2017) 3,500,000 Shares issued during 2017 1,576,000 Options granted 1,576,000 Forefeitures (58,000) Available for grant at September 30, 2017 (Registered & Unregistered) 4,982,000 Weighted Average Options: Number of Options Exercise Price Outstanding as of December 31, 2016 - $ NA Granted in 2017 1,576,000 $ 1.00 Forfeitures (Pre-vesting) (58,000) $ 1.00 Expirations (Post-vesting) - $ NA Outstanding as of September 30, 2017 1,518,000 $ 1.00 At September 30, 2017, the unrecognized expense portion of stock-based awards granted to employees under the 2017 Plan was $ 673,921 Under the provisions of ASC 718, expensing takes place proportionally to the vesting associated with each stock-award, adjusted for cancellations, forfeitures and returns. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 7. Income taxes Income Taxes Three Months Ended Nine Months Ended 2017 2016 2017 2016 Net Provision for income tax $ 147,640 $ 8,450 $ 81,144 $ 27,557 As a result of our cumulative tax losses in the U.S. and certain foreign jurisdictions, and the full utilization of our loss carryback opportunities, we have concluded that a full valuation allowance should be recorded in such jurisdictions. In certain other foreign jurisdictions where we do not have cumulative losses, we had net deferred tax liabilities. |
Significant Customer and Geogra
Significant Customer and Geographical Information | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 8. Significant Customer and Geographical Information Three Months Ended Nine Months Ended September 30 September 30 2017 2016 2017 2016 Two largest customers 96.9% 88.9% 96.1% 87.0% The geographical distribution of our revenue, as a percentage of revenue, was as follows: Three Months Ended Nine Months Ended September 30 September 30 2017 2016 2017 2016 Europe 95.5 % 92.5 % 94.2 % 92.0 % All other (non-European) countries 4.5 % 7.5 % 5.8 % 8.0 % 100 % 100 % 100.0 % 100.0 % |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 9. Subsequent Events 1. On October 10, 2017, the Company closed on a public offering of common stock for gross proceeds of $ 1,569,750 1,495,000 1.05 2. On October 16, 2017, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Artilium, PLC, a public limited company incorporated under the laws of England and Wales (“ARTA”). Pursuant to the Exchange Agreement, ARTA agreed to issue and deliver to the Company an aggregate of 27,695,177 3,200,332 0.00001 8 The closing of the transactions contemplated under the Exchange Agreement is subject to certain closing conditions, including the accuracy, in all material respects, when made and at the time of closing, of the representations and warranties of the parties contained in the Exchange Agreement. Concurrently with the execution of the Exchange Agreement, the Company and ARTA executed a Strategic Alliance Agreement (the “Strategic Alliance Agreement”) for the mutual pursuit of joint commercial opportunities. Pursuant to the Strategic Alliance Agreement, the parties may enter into a contract to provide their technological solutions to prospective customers. In support of this effort, the Company and ARTA agree to provide each other with such assistance as may be reasonably requested of either of them by the other in the preparation and submission of proposals/RFPs/tenders etc. and in securing the award of resulting projects to the Company and ARTA 3. On November 9, 2017, the Company announced the closing of a firm commitment underwritten public offering of its securities pursuant to which it issued an aggregate of 9,009,478 4,034 7,478,228 956,489 0.92 12 in net proceeds of $ 10,723,899 |
Divestiture of ValidSoft
Divestiture of ValidSoft | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 10. Divestiture of ValidSoft The sale of ValidSoft at the end of the third quarter for the price of $ 3.0 2.0 1.0 2.0 |
Description of Business, Basi17
Description of Business, Basis of Presentation and Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Policy [Policy Text Block] | Business overview The Company has developed a Communications Cloud Services Platform, providing (i) Mobility, (ii) Messaging and (iii) Security services and applications, with a Single-Sign-On, API and software development suite. The Pareteum platform hosts integrated IT/Back Office and Core Network functionality for mobile network operators, and for enterprises implement and leverage mobile communications solutions on a fully outsourced SaaS, PaaS and/or IaaS basis: made available either as an on-premise solution or as a fully hosted service in the Cloud depending on the needs of our customers. Pareteum also delivers an Operational Support System (“OSS”) for channel partners, with Application Program Interfaces (“APIs”) for integration with third party systems, workflows for complex application orchestration, customer support with branded portals and plug-ins for a multitude of other applications. These features facilitate and improve the ability of our channel partners to provide support and to drive sales. |
Basis of Accounting, Policy [Policy Text Block] | The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, for interim financial information and with the instructions to Securities and Exchange Commission, or SEC, Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2016, included in our 2016 Annual Report on Form 10-K filed with the SEC on March 29, 2017, referred to as our 2016 Annual Report. The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly our results of operations and financial position for the interim periods. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for future quarters or the full year. For a complete summary of our significant accounting policies, please refer to Note 2, “Business and Summary of Significant Accounting Policies,” of our 2016 Annual Report. There have been no material changes to our significant accounting policies during the nine months ended September 30, 2017. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the accompanying consolidated financial statements conforms with accounting principles generally accepted in the U.S. and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant areas of estimates include revenue recognition, valuation of goodwill and other intangible assets, bad debt allowance, valuation of financial instruments, useful lives of long lived assets and share-based compensation. Actual results may differ from these estimates under different assumptions or conditions. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards In November 2016, the FASB issued Accounting Standards Update 2016-18, “Statement of Cashflows Restricted Cash a consensus of the FASB Emerging Issues Task Force”. This standard requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement of cash flows under a retrospective transition approach. The guidance will become effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company has adopted ASU 2016-18. Accounting Standards Not Yet Adopted In May 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers (ASU 2014-09). ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued ASU 2015-14 Revenue from Contracts with Customers: Deferral of Effective Date (ASU 2015-14) to defer the effective date of the new revenue recognition standard. ASU 2015-14 defers the effective date of ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. For public entities, ASU 2014-09 is effective for fiscal years beginning after December 15, 2017, with early adoption permitted for fiscal years beginning after December 15, 2016, and is effective for interim periods in the year of adoption. We will adopt ASU 2014-09 on January 1, 2018 and we are currently evaluating the application of the modified or full retrospective transition methods on our ongoing financial reporting. As part of our evaluation, we are reviewing all our present revenue generating contracts. We are in the process of reviewing our various revenue streams and their present categorization to determine the impact of ASU 2014-09 on our revenue recognition. The Company is evaluating the effect that the ASU on the materially impact if any on the amount and timing of consolidated revenues. However, there could be changes to the presentation of revenues on our statements of operations and additional disclosures around the nature, amount, timing and uncertainty of our revenues and cash flows arising from contracts with customers. We continue to actively monitor outstanding issues currently being addressed by the American Institute of Certified Public Accountants’ Revenue Recognition Working Group and the Financial Accounting Standards Board’s Transition Resource Group, since conclusions reached by these groups may impact our application of these ASUs. |
Supplemental Financial Inform18
Supplemental Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Financial Information [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses and other current assets September 30, December 31, 2017 2016 Prepaid expenses $ 462,246 $ 492,549 VAT 316,932 592,445 $ 797,178 $ 1,084,994 |
Property, Plant and Equipment [Table Text Block] | Property and equipment September 30, December 31, 2017 2016 Furniture & fixtures $ 173,883 $ 155,197 Computer, communications and network equipment 19,079,117 19,079,117 Software 5,494,111 3,209,318 Automobiles 13,360 11,897 Construction in progress - 786,897 Acc. Depreciation Property & Equipment (17,682,836) (14,533,648) $ 7,077,635 $ 8,708,778 |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses and other payables September 30, December 31, 2017 2016 Accrued Selling, General & Administrative expenses $ 2,571,048 $ 4,955,959 Accrued cost of service 598,641 394,496 Accrued taxes (including VAT) 912,496 127,434 Accrued interest payable 245,319 132,632 Other accrued expenses 372,029 403,099 $ 4,699,533 $ 6,013,620 |
Convertible Debt [Table Text Block] | Conversions (during Regular 2017) Outstanding Closing(s) Amortizations including Breakdown of the Unsecured Convertible Promissory September during (during accelerated December Notes (net of debt discounts) 30, 2017 2017 2017) amortization 31, 2016 9% Unsecured Convertible Note (Private Offering Q4- 2015 Q1-2016 $ (89,488) $ - $ (50,673) $ 281,914 $ (320,729) 9% Saffelberg Note (Unsecured Convertible) (559,403) - (59,084) - (500,319) $ (648,891) $ - $ (109,757) $ 281,914 $ (821,048) |
Schedule of Warrant And Conversion Feature Liabilities [Table Text Block] | Additional Mark to FMV as FMV as of closings Agreement market of Fair Market Value Warrants & September during Amendments/ adjustment December Conversion Feature 30, 2017 2017 Conversions Ytd-2017 31, 2016 9% Saffelberg Note (Unsecured Convertible) $ 400,631 $ - $ - $ (37,817) $ 438,448 FMV Conversion Feature 400,631 - - (37,817) 438,448 Lender Warrants - - (1,610,060) (1,752,223) 3,362,283 9% Saffelberg Note Warrants 70,827 - (117,388) 188,215 7% Agent Warrants - - (121,200) - 121,200 8% Agent Warrants - - (142,231) (13,453) 155,684 FMV Warrant Liabilities 70,827 - (1,873,491) (1,883,064) 3,827,382 Total $ 471,458 $ - $ (1,873,491) $ (1,920,881) $ 4,265,829 |
Summary of Warrants and Debt Conversion Feature [Table Text Block] | Agreement Outstanding Additional Amendments Outstanding Number of underlying shares for September 30, Closings / Interest Exercises / December Warrants & Conversion Feature 2017 during 2017 effects Conversions 31, 2016 9% Convertible Note - Investors 60,839 - 91,736 (243,564) 212,667 9% Convertible Note - Other Investor 134,679 - - - 134,679 Underlying shares relating to outstanding Conversion Features 195,518 - 91,736 (243,564) 347,346 13%+Eurodollar Senior Secured 2,400,000 - 1,126,982 - 1,273,018 2017 Registered Public Offering 1,166,667 1,166,667 1,150,000 (1,150,000) - Investor Management Services 710,000 710,000 - - - 9% Convertible Note Warrants 520,373 - - - 520,373 2013 Convertible Notes 180,000 - - - 180,000 Other 9% Convertible Note Warrants 96,520 - - - 96,520 2017 Registered Public Offering Agent Warrants 699,167 750,800 57,500 (109,133) - 9% Convertible Note 7% Agent Warrants 66,229 - - - 66,229 Preferred Share Conversion Warrants 731,798 - 731,798 - - Preferred Share issuance 8% Agent Warrants 38,827 - (29,618) - 68,445 Underlying shares relating to outstanding Warrants 6,609,581 2,627,467 3,036,662 (1,259,133) 2,204,585 Total 6,805,099 2,627,467 3,476,731 (2,033,557) 2,551,931 |
Schedule of Long-term Debt Instruments [Table Text Block] | 2016 13% + Eurodollar Senior Secured Credit Agreement (Refinancing of 2014 10% + Eurodollar Loan) (Maturing December 2018, September 30, December 31, including provisional extensions) 2017 2016 2016 13% + Eurodollar Senior Secured Credit Agreement (principal) $ 8,081,836 $ 10,081,836 Debt Discount - 10% Warrants & Free Warrant shares (212,394) (422,202) Debt Discount 2017 Warrants for Corbin & Atalaya (706,332) - Debt Discount - Original Issue Discount (3,305) (6,596) Deferred Financing Costs (88,837) (164,731) Debt Discount - Repayment Premium (920,078) (1,772,645) $ 6,150,890 $ 7,715,662 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table only summarizes fair value measurements by level as of December 31, 2016 for and the Company’s liabilities measured at fair value on a recurring basis: Fair Market Value Warrants & FMV as of Additional Agreement Mark to FMV as 9% Saffelberg Note (Unsecured Convertible) $ 400,631 $ - $ - $ (37,817) $ 438,448 FMV Conversion Feature 400,631 - - (37,817) 438,448 Lender Warrants - - (1,610,060) (1,752,223) 3,362,283 9% Saffelberg Note Warrants 70,827 - (117,388) 188,214 7% Agent Warrants - - (121,200) - 121,200 8% Agent Warrants - - (142,231) (13,453) 155,684 FMV Warrant Liabilities 70,827 - (1,873,492) (1,883,064) 3,827,381 Total $ 471,458 $ - $ (1,873,492) $ (1,920,881) $ 4,265,829 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The table below summarizes the warrants outstanding as of September 30, 2017 and as of December 31, 2016: Outstanding Warrants Exercise/ Expiring September 30, 2017 December 31, 2016 Equity Warrants Fundraising $0.64 - $5.375 2017 - 2023 6,513,061 700,373 Liability Warrants Fundraising $3.25 - $11.25 2019 - 2021 96,520 1,504,278 6,609,581 2,204,651 |
Amended and Restated 2008 Lon21
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reconciliation Of Registered And Available Shares And Or Options [Table Text Block] | Amended and Restated 2008 Long-Term Incentive Compensation Plan Total Authorized under the plan 2,240,000 Shares issued in prior years 612,428 Shares issued during 2017 459,995 Options exercised during 2017 - Outstanding options 1,100,640 Available for grant at September 30, 2017 (Registered and Unregistered) 66,937 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock option activity is set forth below: Weighted Average Options: Number of Options Exercise Price Outstanding as of December 31, 2016 1,040,211 $ 13.35 Granted in 2017 199,700 $ 2.16 Forfeitures (Pre-vesting) (2,058) $ 20.48 Expirations (Post-vesting) (137,213) $ 25.03 Outstanding as of September 30, 2017 1,100,640 $ 9.85 |
Long Term Incentives Compensation Plan 2017 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reconciliation Of Registered And Available Shares And Or Options [Table Text Block] | 2017 Long-Term Incentive Compensation Plan Total Authorized under the plan (Shareholders) 6,500,000 Total Registered under the plan (S-8 dated June 14, 2017) 3,500,000 Shares issued during 2017 1,576,000 Options granted 1,576,000 Forefeitures (58,000) Available for grant at September 30, 2017 (Registered & Unregistered) 4,982,000 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Average Options: Number of Options Exercise Price Outstanding as of December 31, 2016 - $ NA Granted in 2017 1,576,000 $ 1.00 Forfeitures (Pre-vesting) (58,000) $ 1.00 Expirations (Post-vesting) - $ NA Outstanding as of September 30, 2017 1,518,000 $ 1.00 |
Income taxes (Tables)
Income taxes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The following table presents details of the net provision for income taxes: Three Months Ended Nine Months Ended 2017 2016 2017 2016 Net Provision for income tax $ 147,640 $ 8,450 $ 81,144 $ 27,557 |
Significant Customer and Geog23
Significant Customer and Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Sales to our significant customers, as a percentage of net revenue were as follows: Three Months Ended Nine Months Ended September 30 September 30 2017 2016 2017 2016 Two largest customers 96.9% 88.9% 96.1% 87.0% The geographical distribution of our revenue, as a percentage of revenue, was as follows: Three Months Ended Nine Months Ended September 30 September 30 2017 2016 2017 2016 Europe 95.5 % 92.5 % 94.2 % 92.0 % All other (non-European) countries 4.5 % 7.5 % 5.8 % 8.0 % 100 % 100 % 100.0 % 100.0 % |
Financial Condition (Details Te
Financial Condition (Details Textual) - USD ($) | Nov. 13, 2017 | Nov. 09, 2017 | Sep. 28, 2017 | Mar. 10, 2017 | Mar. 07, 2017 | Aug. 16, 2016 | Aug. 09, 2017 | Jul. 17, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 07, 2017 | Jun. 14, 2017 | Jun. 08, 2017 | Dec. 31, 2016 | Aug. 18, 2016 |
Financial Condition [Line Items] | |||||||||||||||||||||||
Net Income (Loss) Attributable to Parent, Total | $ (2,309,305) | $ (13,038,301) | $ (4,945,245) | $ (20,175,322) | |||||||||||||||||||
Retained Earnings (Accumulated Deficit), Total | $ (292,025,479) | $ (292,025,479) | $ (287,080,234) | ||||||||||||||||||||
Debt Restructuring, Description | the two warrants previously issued under prior amendments will be revised to adjust the exercise price of $0.64. The Company also agreed to issue new warrants with a strike price of $0.64 for consideration received from the Lender and Atalya in the amounts of 793,900 and 140,100, respectively. | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,333,334 | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.64 | $ 1.72 | $ 1.72 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total | 199,700 | ||||||||||||||||||||||
Preferred Stock, Value, Issued | $ 0 | $ 0 | $ 2,143,196 | ||||||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 249 | ||||||||||||||||||||
Discount To Public Offering Price Percentage | 13.00% | ||||||||||||||||||||||
Preferred Stock Conversion Price | $ 1.305 | ||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 1,150,000 | 0 | |||||||||||||||||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||
Cash Fee Percentage | 7.00% | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,240,000 | 2,240,000 | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 648,891 | $ 648,891 | $ 821,048 | ||||||||||||||||||||
Warrants And Debt Conversion Feature, Units Outstanding | 2,551,931 | 2,551,931 | 6,805,099 | ||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 3,500,000 | $ 0 | |||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 580,000 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Conversion of Stock, Shares Issued | 338,419 | ||||||||||||||||||||||
Underlying Warrants [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Warrants And Debt Conversion Feature, Units Outstanding | 2,204,585 | 2,204,585 | 6,609,581 | ||||||||||||||||||||
Convertible Note Warrants Other, 9 [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 723,900 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 18, 2019 | ||||||||||||||||||||||
Convertible Note Warrants Other, 9 [Member] | Underlying Warrants [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.375 | ||||||||||||||||||||||
Warrants And Debt Conversion Feature, Units Outstanding | 96,520 | 96,520 | 96,520 | 96,520 | |||||||||||||||||||
Long-Term Incentive Compensation Plan 2017 [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,500,000 | 6,500,000 | |||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,478,228 | ||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,000 | ||||||||||||||||||||||
Share Price | $ 0.92 | ||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 12,000,000 | ||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 10,723,899 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 9,009,478 | ||||||||||||||||||||||
Officer And Director [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 249 | 249 | 249 | ||||||||||||||||||||
Atalaya Administrative LLC [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 140,100 | ||||||||||||||||||||||
Corbin Mezzanine Fund ILP [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 793,900 | ||||||||||||||||||||||
Conversion of Preferred Shares [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | 1.87 | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | 0.00001 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.50 | ||||||||||||||||||||||
Preferred Stock, Value, Issued | $ 1,910,000 | ||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 191 | 249 | |||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 338,419 | 1,463,601 | |||||||||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,034 | ||||||||||||||||||||||
Over Allotment Options [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 956,489 | ||||||||||||||||||||||
Employee Stock Option [Member] | Long-Term Incentive Compensation Plan 2017 [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,500,000 | 6,500,000 | |||||||||||||||||||||
Underwriting Agreement [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,166,667 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.50 | ||||||||||||||||||||||
Common stock Purchase Price Per Share | $ 1.3949 | ||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 3,500,000 | ||||||||||||||||||||||
Underwriting Agreement [Member] | Option Warrants [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 175,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total | 350,000 | ||||||||||||||||||||||
Underwriting Agreement [Member] | Over Allotment Options [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total | 109,133 | ||||||||||||||||||||||
Corbin Warrant [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,229,100 | ||||||||||||||||||||||
ACM Warrant [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 216,900 | ||||||||||||||||||||||
Original Warrant [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,150,000 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.87 | ||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 1,150,000 | ||||||||||||||||||||||
Class Of Warrant Or Right Reduced Exercise Price Of Warrants Or Rights | $ 1 | ||||||||||||||||||||||
New Warrant [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.64 | $ 1.39 | |||||||||||||||||||||
2017 13% Term Loan Agreement [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 500,000 | ||||||||||||||||||||||
Amended and Restated Agreement [Member] | 2016 13% Term Loan Agreement [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||||||
Amended and Restated Agreement [Member] | 2017 13% Term Loan Agreement [Member] | Scenario, Forecast [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 750,000 | $ 750,000 | $ 750,000 | $ 500,000 | |||||||||||||||||||
Second Amended and Restated Agreement [Member] | 2016 13% Term Loan Agreement [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 250,000 | $ 250,000 | |||||||||||||||||||||
Second Amended and Restated Agreement [Member] | 2016 13% Term Loan Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | 250,000 | ||||||||||||||||||||||
Second Amended and Restated Agreement [Member] | 2016 13% Term Loan Agreement [Member] | Scenario, Forecast [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 750,000 | $ 750,000 | $ 750,000 | ||||||||||||||||||||
Unsecured Convertible Promissory Notes [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Debt Instrument,Initial Cash Payment To Be Paid | $ 75,000 | ||||||||||||||||||||||
Debt Instrument,Monthly Cash Payment Including Interest To Be Paid | $ 20,000 | ||||||||||||||||||||||
Unsecured Convertible Promissory Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Financial Condition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 95,000 |
Supplemental Financial Inform25
Supplemental Financial Information (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Supplemental Financial Information [Line Items] | ||
Prepaid expenses | $ 462,246 | $ 492,549 |
VAT | 316,932 | 592,445 |
Prepaid Expense and Other Assets, Current | $ 797,178 | $ 1,084,994 |
Supplemental Financial Inform26
Supplemental Financial Information (Details 1) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Less: accumulated depreciation and amortization | $ (17,682,836) | $ (14,533,648) |
Total property and equipment, net | 7,077,635 | 8,708,778 |
Automobiles [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 13,360 | 11,897 |
Furniture and Fixtures [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 173,883 | 155,197 |
Technology Equipment [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 19,079,117 | 19,079,117 |
Software and Software Development Costs [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 5,494,111 | 3,209,318 |
Construction in Progress [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 0 | $ 786,897 |
Supplemental Financial Inform27
Supplemental Financial Information (Details 2) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Supplemental Financial Information [Line Items] | ||
Accrued Selling, General & Administrative expenses | $ 2,571,048 | $ 4,955,959 |
Accrued cost of service | 598,641 | 394,496 |
Accrued taxes (including VAT) | 912,496 | 127,434 |
Accrued interest payable | 245,319 | 132,632 |
Other accrued expenses | 372,029 | 403,099 |
Accrued Liabilities, Current | $ 4,699,533 | $ 6,013,620 |
Supplemental Financial Inform28
Supplemental Financial Information (Details 3) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Supplemental Financial Information [Line Items] | ||
Convertible Note Principal Amount | $ (648,891) | $ (821,048) |
Debt Discounts & Financing Costs, Total Amortizations | (109,757) | |
Debt Discounts & Financing Costs, accelerated amortization | 281,914 | |
9% Unsecured Convertible Note[Member] | ||
Supplemental Financial Information [Line Items] | ||
Convertible Note Principal Amount | (89,488) | (320,729) |
Debt Discounts & Financing Costs, Total Amortizations | (50,673) | |
Debt Discounts & Financing Costs, accelerated amortization | 281,914 | |
9% Saffelberg Note [Member] | ||
Supplemental Financial Information [Line Items] | ||
Convertible Note Principal Amount | (559,403) | $ (500,319) |
Debt Discounts & Financing Costs, Total Amortizations | (59,084) | |
Debt Discounts & Financing Costs, accelerated amortization | 0 | |
Additional Closings [Member] | ||
Supplemental Financial Information [Line Items] | ||
Convertible Note Principal Amount | 0 | |
Additional Closings [Member] | 9% Unsecured Convertible Note[Member] | ||
Supplemental Financial Information [Line Items] | ||
Convertible Note Principal Amount | 0 | |
Additional Closings [Member] | 9% Saffelberg Note [Member] | ||
Supplemental Financial Information [Line Items] | ||
Convertible Note Principal Amount | $ 0 |
Supplemental Financial Inform29
Supplemental Financial Information (Details 4) | 9 Months Ended |
Sep. 30, 2017USD ($)shares | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | $ 471,458 |
Outstanding Balance at December 31, 2016 (in shares) | 6,805,099 |
Additional closings during 2017 | $ | $ 0 |
Agreement Amendments/ Conversions | $ | (1,873,491) |
Mark to market adjustment Ytd-2017 | $ | $ (1,920,881) |
Additional Closings During 2017 (in shares) | 2,627,467 |
Agreement Amendments / Interest effects (in shares) | 3,476,731 |
Exercises / Conversions (in shares) | (2,033,557) |
FMV as of September 30, 2017 | $ | $ 4,265,829 |
Outstanding Balance at September 30, 2017 (in shares) | 2,551,931 |
Fair Market Value Debt Conversion [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | $ 400,631 |
Additional closings during 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | 0 |
Mark to market adjustment Ytd-2017 | $ | (37,817) |
FMV as of September 30, 2017 | $ | $ 438,448 |
Underlying Shares Conversion Features [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 195,518 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 91,736 |
Exercises / Conversions (in shares) | (243,564) |
Outstanding Balance at September 30, 2017 (in shares) | 347,346 |
Underlying Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 6,609,581 |
Additional Closings During 2017 (in shares) | 2,627,467 |
Agreement Amendments / Interest effects (in shares) | 3,036,662 |
Exercises / Conversions (in shares) | (1,259,133) |
Outstanding Balance at September 30, 2017 (in shares) | 2,204,585 |
S affelberg Note Unsecured Convertible [Member] | Fair Market Value Debt Conversion [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | $ 400,631 |
Additional closings during 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | 0 |
Mark to market adjustment Ytd-2017 | $ | (37,817) |
FMV as of September 30, 2017 | $ | $ 438,448 |
Convertible Note - Other Investor [Member] | Underlying Shares Conversion Features [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 134,679 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at September 30, 2017 (in shares) | 134,679 |
Convertible Note - Investors [Member] | Underlying Shares Conversion Features [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 60,839 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 91,736 |
Exercises / Conversions (in shares) | (243,564) |
Outstanding Balance at September 30, 2017 (in shares) | 212,667 |
Eurodollar Senior Secured13 [Member] | Underlying Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 2,400,000 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 1,126,982 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at September 30, 2017 (in shares) | 1,273,018 |
Registered Public Offering 2017 [Member] | Underlying Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 1,166,667 |
Additional Closings During 2017 (in shares) | 1,166,667 |
Agreement Amendments / Interest effects (in shares) | 1,150,000 |
Exercises / Conversions (in shares) | (1,150,000) |
Outstanding Balance at September 30, 2017 (in shares) | 0 |
Investor Management Services [Member] | Underlying Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 710,000 |
Additional Closings During 2017 (in shares) | 710,000 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at September 30, 2017 (in shares) | 0 |
Convertible Note Warrants, 9 [Member] | Underlying Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 520,373 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at September 30, 2017 (in shares) | 520,373 |
Convertible Notes 2013 [Member] | Underlying Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 180,000 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at September 30, 2017 (in shares) | 180,000 |
Convertible Note Warrants Other, 9 [Member] | Underlying Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 96,520 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at September 30, 2017 (in shares) | 96,520 |
Registered Public Offering Agent Warrants 2017 [Member] | Underlying Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 699,167 |
Additional Closings During 2017 (in shares) | 750,800 |
Agreement Amendments / Interest effects (in shares) | 57,500 |
Exercises / Conversions (in shares) | (109,133) |
Outstanding Balance at September 30, 2017 (in shares) | 0 |
Convertible Note, 9 Agent Warrants, 7 [Member] | Underlying Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 66,229 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at September 30, 2017 (in shares) | 66,229 |
Preferred Share Conversion Warrants [Member] | Underlying Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 731,798 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 731,798 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at September 30, 2017 (in shares) | 0 |
Preferred Share issuance 8 Agent Warrants [Member] | Underlying Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 38,827 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | (29,618) |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at September 30, 2017 (in shares) | 68,445 |
Warranty Obligations [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | $ 70,827 |
Additional closings during 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | (1,873,491) |
Mark to market adjustment Ytd-2017 | $ | (1,883,064) |
FMV as of September 30, 2017 | $ | 3,827,381 |
Warranty Obligations [Member] | Lender Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | 0 |
Additional closings during 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | (1,610,060) |
Mark to market adjustment Ytd-2017 | $ | (1,752,223) |
FMV as of September 30, 2017 | $ | 3,362,283 |
Warranty Obligations [Member] | Nine Saffelberg Note Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | 70,827 |
Additional closings during 2017 | $ | 0 |
Mark to market adjustment Ytd-2017 | $ | (117,388) |
FMV as of September 30, 2017 | $ | 188,214 |
Warranty Obligations [Member] | Agent Warrants One [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | 0 |
Additional closings during 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | (121,200) |
Mark to market adjustment Ytd-2017 | $ | 0 |
FMV as of September 30, 2017 | $ | 121,200 |
Warranty Obligations [Member] | Placement Agent Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | 0 |
Additional closings during 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | (142,231) |
Mark to market adjustment Ytd-2017 | $ | (13,453) |
FMV as of September 30, 2017 | $ | $ 155,684 |
Supplemental Financial Inform30
Supplemental Financial Information (Details 5) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term Debt, Total | $ 6,150,890 | $ 7,715,662 |
2016 13% Term Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 8,081,836 | 10,081,836 |
Debt Discount - Repayment Premium | (920,078) | (1,772,645) |
Deferred Financing Costs | (88,837) | (164,731) |
Debt Discount - Original Issue Discount | (3,305) | (6,596) |
Debt Discount - Warrant | (212,394) | (422,202) |
Debt Instrument Unamortized Discount Warrants 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Unamortized Discount, Warrants for 2017 | $ (706,332) | $ 0 |
Supplemental Financial Inform31
Supplemental Financial Information (Details Textual) | Aug. 18, 2016 |
Convertible Note Warrants Other, 9 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 9.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FMV as of December 31, 2016 | $ 471,458 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | (1,873,491) |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | (1,920,881) |
FMV as of September 30, 2017 | 4,265,829 |
Warranty Obligations [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FMV as of December 31, 2016 | 70,827 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | (1,873,491) |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | (1,883,064) |
FMV as of September 30, 2017 | 3,827,381 |
Fair Market Value Debt Conversion [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FMV as of December 31, 2016 | 400,631 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | 0 |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | (37,817) |
FMV as of September 30, 2017 | 438,448 |
S affelberg Note Unsecured Convertible [Member] | Fair Market Value Debt Conversion [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FMV as of December 31, 2016 | 400,631 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | 0 |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | (37,817) |
FMV as of September 30, 2017 | 438,448 |
Lender Warrants [Member] | Warranty Obligations [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FMV as of December 31, 2016 | 0 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | (1,610,060) |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | (1,752,223) |
FMV as of September 30, 2017 | 3,362,283 |
Nine Saffelberg Note Warrants [Member] | Warranty Obligations [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FMV as of December 31, 2016 | 70,827 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | 0 |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | (117,388) |
FMV as of September 30, 2017 | 188,214 |
Agent Warrants One [Member] | Warranty Obligations [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FMV as of December 31, 2016 | 0 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | (121,200) |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | 0 |
FMV as of September 30, 2017 | 121,200 |
Agent Warrants Two [Member] | Warranty Obligations [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FMV as of December 31, 2016 | 0 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | (142,231) |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | (13,453) |
FMV as of September 30, 2017 | $ 155,684 |
Fair Value Measurements (Deta33
Fair Value Measurements (Details Textual) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Market Value Of Warrants And Debt Conversion Feature | $ 4,265,829 | $ 471,458 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2017 | Aug. 09, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 6,609,581 | 2,204,651 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.72 | $ 0.64 | |
Equity Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 6,513,061 | 700,373 | |
Liability Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 96,520 | 1,504,278 | |
Maximum [Member] | Equity Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.375 | ||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2023 | ||
Maximum [Member] | Liability Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.25 | ||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2021 | ||
Minimum [Member] | Equity Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.64 | ||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2017 | ||
Minimum [Member] | Liability Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.25 | ||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2019 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Mar. 07, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 28, 2017 | Aug. 09, 2017 | Jun. 30, 2017 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||
Common Stock, Shares, Issued | 14,577,232 | 8,376,267 | ||||
Common Stock, Shares, Outstanding | 14,577,232 | 8,376,267 | ||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 6,200,964 | |||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 | ||||
Preferred Stock, Shares Outstanding | 0 | 249 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.72 | $ 0.64 | ||||
Number Of Shares Issued According To Stock Transfer Agent | 14,587,068 | 8,386,103 | ||||
Shares Issued Difference | 9,836 | |||||
Unreturned Shares From Cancelled Acquisitions | 9,356 | |||||
Shares Issued Under Employee Benefits Plan Treasury Shares | 480 | |||||
Class of Warrant or Right, Outstanding | 6,609,581 | 2,204,651 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 338,419 | |||||
Common Stock, Shares Subscribed but Unissued | 716,590 | |||||
Discount To Public Offering Price Percentage | 13.00% | |||||
Preferred Stock Conversion Price | $ 1.305 | |||||
Preferred Stock, Value, Issued | $ 0 | $ 2,143,196 | ||||
Warrants - Fundraising [Member] | ||||||
Class of Warrant or Right, Outstanding | 6,513,061 | 700,373 | ||||
Investors [Member] | ||||||
Issuance Of Warrant Liabilities | $ 0 | $ 1,504,278 | ||||
Officers And Directors [Member] | ||||||
Preferred Stock, Shares Outstanding | 249 | 249 | ||||
Common Stock [Member] | ||||||
Common Stock, Shares, Outstanding | 14,577,232 | |||||
Preferred Stock [Member] | ||||||
Preferred Stock, Shares Outstanding | 0 | |||||
Convertible Preferred Stock [Member] | ||||||
Preferred Stock, Shares Outstanding | 191 | 249 | ||||
Shares Issued, Price Per Share | $ 1.50 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,463,601 | 338,419 | ||||
Preferred Stock, Value, Issued | $ 1,910,000 |
Amended and Restated 2008 Lon36
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Details) - shares | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Authorized under the plan | 2,240,000 | |
Shares issued in prior years | 612,428 | |
Shares issued during 2017 | 459,995 | |
Options exercised during 2017 | 0 | |
Outstanding options | 1,100,640 | 1,040,211 |
Available for grant at September 30, 2017 (Registered and Unregistered) | 66,937 |
Amended and Restated 2008 Lon37
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Details 1) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding as of December 31, 2016 | shares | 1,040,211 |
Number of Options, Granted in 2017 | shares | 199,700 |
Number of Options, Forfeitures (Pre-vesting) | shares | (2,058) |
Number of Options,Expirations (Post-vesting) | shares | (137,213) |
Number of Options,Outstanding as of September 30, 2017 | shares | 1,100,640 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 13.35 |
Weighted Average Exercise Price, Granted in 2017 (in dollars per share) | $ / shares | 2.16 |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) (in dollars per share) | $ / shares | 20.48 |
Weighted Average Exercise Price, Expirations (Post-vesting) (in dollars per share) | $ / shares | 25.03 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 9.85 |
Amended and Restated 2008 Lon38
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Details 2) | 9 Months Ended |
Sep. 30, 2017shares | |
Total Authorized under the plan (Shareholders) | 2,240,000 |
Shares issued during 2017 | 459,995 |
Available for grant at September 30, 2017 (Registered & Unregistered) | 66,937 |
Long-Term Incentive Compensation Plan 2017 [Member] | |
Total Authorized under the plan (Shareholders) | 6,500,000 |
Total Registered under the plan (S-8 dated June 14, 2017) | 3,500,000 |
Shares issued during 2017 | 1,576,000 |
Options granted | 1,576,000 |
Forefeitures | (58,000) |
Available for grant at September 30, 2017 (Registered & Unregistered) | 4,982,000 |
Amended and Restated 2008 Lon39
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Details 3) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Number of Options, Outstanding as of December 31, 2016 | shares | 1,040,211 |
Number of Options, Granted in 2017 | shares | 199,700 |
Number of Options, Forfeitures (Pre-vesting) | shares | (2,058) |
Number of Options, Expirations (Post-vesting) | shares | 137,213 |
Number of Options,Outstanding as of September 30, 2017 | shares | 1,100,640 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 13.35 |
Weighted Average Exercise Price, Granted in 2017 | $ / shares | 2.16 |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) | $ / shares | 20.48 |
Weighted Average Exercise Price, Expirations (Post-vesting) | $ / shares | 25.03 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 9.85 |
Long Term Incentives Compensation Plan 2017 [Member] | |
Number of Options, Outstanding as of December 31, 2016 | shares | 0 |
Number of Options, Granted in 2017 | shares | 1,576,000 |
Number of Options, Forfeitures (Pre-vesting) | shares | (58,000) |
Number of Options, Expirations (Post-vesting) | shares | 0 |
Number of Options,Outstanding as of September 30, 2017 | shares | 1,518,000 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 0 |
Weighted Average Exercise Price, Granted in 2017 | $ / shares | 1 |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) | $ / shares | 1 |
Weighted Average Exercise Price, Expirations (Post-vesting) | $ / shares | 0 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 1 |
Amended and Restated 2008 Lon40
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Details Textual) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares available for grant | 66,937 | |
2008 Long-Term Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 224,853 | $ 591,849 |
Amended Long Term Incentive Compensation Plan 2008 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares available for grant | 66,937 | |
Amended Long Term Incentive Compensation Plan 2008 [Member] | Registered Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares available for grant | 4,548 | |
Amended Long Term Incentive Compensation Plan 2008 [Member] | Unregistered Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares available for grant | 62,388 | |
Long Term Incentives Compensation Plan 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 673,921 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Line Items] | ||||
Net Provision for income tax | $ 147,640 | $ 8,450 | $ 81,144 | $ 27,557 |
Significant Customer and Geog42
Significant Customer and Geographical Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Geographic Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of revenues | 100.00% | 100.00% | 100.00% | 100.00% |
Revenue Concentration [Member] | Geographic Concentration Risk [Member] | Europe [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of revenues | 95.50% | 92.50% | 94.20% | 92.00% |
Revenue Concentration [Member] | Geographic Concentration Risk [Member] | Other Foreign Countries [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of revenues | 4.50% | 7.50% | 5.80% | 8.00% |
Revenue Concentration [Member] | Two Largest Customers [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of revenues | 96.90% | 88.90% | 96.10% | 87.00% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Nov. 09, 2017 | Oct. 10, 2017 | Sep. 28, 2017 | Mar. 10, 2017 | Oct. 16, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Stock Issued During Period, Shares, New Issues | 2,333,334 | ||||||
Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Conversion of Stock, Shares Issued | 338,419 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 7,478,228 | ||||||
Share Price | $ 0.92 | ||||||
Proceeds from Issuance or Sale of Equity | $ 12,000,000 | ||||||
Convertible Preferred Stock, Settlement Terms | each of which shares is an equivalent of 1,000 shares of Common Stock | ||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 9,009,478 | ||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 4,034 | ||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 956,489 | ||||||
Subsequent Event [Member] | Public Offering [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from Issuance or Sale of Equity | $ 10,723,899 | ||||||
Dawson James Securities Inc [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares Issued, Price Per Share | $ 1.05 | ||||||
Stock Issued During Period, Shares, New Issues | 1,495,000 | ||||||
Proceeds from Issuance of Common Stock | $ 1,569,750 | ||||||
Artilium, PLC [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | ||||||
Conversion of Stock, Shares Issued | 27,695,177 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 3,200,332 | ||||||
Equity Method Investment, Ownership Percentage | 8.00% |
Divestiture of ValidSoft (Detai
Divestiture of ValidSoft (Details Textual) - USD ($) | 3 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument, Face Amount | $ 648,891 | $ 821,048 |
Valid Soft [Member] | ||
Disposal Group, Including Discontinued Operation, Consideration | 3,000,000 | |
Proceeds from Divestiture of Businesses | 2,000,000 | |
Debt Instrument, Face Amount | $ 1,000,000 |