Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 27, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Inventergy Global, Inc. | ||
Entity Central Index Key | 1,084,752 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 6,256,792 | ||
Trading Symbol | INVT | ||
Entity Common Stock, Shares Outstanding | 11,532,235 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 1,476,774 | $ 554,556 |
Accounts receivable | 20,818 | 31,941 |
Prepaid expenses and other current assets | 978,371 | 211,088 |
Deferred expenses, current | 97,409 | 78,292 |
Total current assets | 2,573,372 | 875,877 |
Property and equipment, net | 8,260 | 25,263 |
Patents, net | 7,158,941 | 8,669,921 |
Intangible assets, net | 273,083 | 386,083 |
Goodwill | 8,858,504 | 8,858,504 |
Deposits and other assets | 18,993 | 18,993 |
Total assets | 18,891,153 | 18,834,641 |
Current liabilities | ||
Accounts payable | 1,639,630 | 1,846,903 |
Accrued expenses and other current liabilities | 172,441 | 12,726 |
Short-term notes payable, related party | 0 | 100,000 |
Guaranteed payments, current | 2,200,000 | 2,076,767 |
Senior notes payable, current | 8,144,306 | 5,598,754 |
Deferred revenue | 400,000 | 550,000 |
Total current liabilities | 12,556,377 | 10,185,150 |
Deferred revenue, non-current | 846,429 | 346,429 |
Derivative liabilities | 0 | 4,145 |
Senior notes payable, net of discount | 0 | 2,406,681 |
Senior revenue share, net of discount | 3,948,153 | 6,034,278 |
Total liabilities | 17,350,959 | 18,976,683 |
Stockholders' equity | ||
Common stock, $0.001 par value; 100,000,000 shares authorized, 11,532,235 and 4,223,124 shares issued and outstanding at December 31, 2016 and December 31, 2015 | 11,532 | 4,223 |
Additional paid-in capital | 64,532,323 | 54,660,497 |
Accumulated deficit | (63,003,664) | (54,806,762) |
Total stockholders' equity | 1,540,194 | (142,042) |
Total liabilities and stockholders' equity | 18,891,153 | 18,834,641 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized | 0 | 0 |
Series D Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized | 0 | 0 |
Series E Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized | $ 3 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 11,532,235 | 4,223,124 |
Common Stock, Shares, Outstanding | 11,532,235 | 4,223,124 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock shares designated | 2,500 | 2,500 |
Preferred stock, shares issued | 5 | 0 |
Preferred stock, shares outstanding | 5 | 0 |
Temporary equity, liquidation preference | $ 5,000 | $ 0 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock shares designated | 1,500 | 1,500 |
Preferred stock, shares issued | 369 | 0 |
Preferred stock, shares outstanding | 369 | 0 |
Temporary equity, liquidation preference | $ 369,000 | $ 0 |
Series E Convertible Preferred Stock [Member] | ||
Preferred stock shares designated | 3,000 | 3,000 |
Preferred stock, shares issued | 3,000 | 0 |
Preferred stock, shares outstanding | 3,000 | 0 |
Temporary equity, liquidation preference | $ 3,000,000 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | $ 1,774,519 | $ 4,888,302 |
Operating Expenses | ||
Cost of revenues | 393,275 | 1,144,991 |
Patent amortization expense | 1,510,980 | 1,530,110 |
General and administrative | 6,085,926 | 7,532,240 |
Total operating expenses | 7,990,181 | 10,207,341 |
Loss from operations | (6,215,662) | (5,319,039) |
Other income (expense) | ||
Gain (loss) on debt extinguishment | 2,434,661 | (2,268,373) |
Decrease in fair value of derivative liabilities | 4,145 | 67,439 |
Interest expense, net | (3,948,507) | (4,227,617) |
Total other income (expense), net | (1,509,701) | (6,428,551) |
Loss before provision for income taxes | (7,725,363) | (11,747,590) |
Income tax provision (benefit) | 4,872 | (14,041) |
Net loss | (7,730,235) | (11,733,549) |
Deemed dividend on preferred stock | (466,667) | 0 |
Net loss available to common shareholders | $ (8,196,902) | $ (11,733,549) |
Basic and diluted loss per share | $ (1.34) | $ (3.41) |
Weighted average shares outstanding, basic and diluted | 6,120,764 | 3,443,369 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Notes Payable, Other Payables [Member] | Series B Convertible Common Stock [Member] | Common Stock [Member] | Common Stock [Member]Notes Payable, Other Payables [Member] | Common Stock [Member]Series A1 Convertible Common Stock [Member] | Common Stock [Member]Series A2 Convertible Common Stock [Member] | Common Stock [Member]Series B Convertible Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Notes Payable, Other Payables [Member] | Additional Paid-in Capital [Member]Series A1 Convertible Common Stock [Member] | Additional Paid-in Capital [Member]Series A2 Convertible Common Stock [Member] | Additional Paid-in Capital [Member]Series B Convertible Common Stock [Member] | Accumulated Deficit [Member] | Series A1 Preferred Stock [Member] | Series A1 Preferred Stock [Member]Series A1 Convertible Common Stock [Member] | Series A2 Preferred Stock [Member] | Series A2 Preferred Stock [Member]Series A2 Convertible Common Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member]Series B Convertible Common Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] |
Balance at Dec. 31, 2014 | $ 8,670,723 | $ 2,800 | $ 51,738,425 | $ (43,073,213) | $ 2,381 | $ 329 | $ 1 | ||||||||||||||||
Balance (in shares) at Dec. 31, 2014 | 2,799,713 | 2,381,090 | 328,600 | 1,102 | |||||||||||||||||||
Issuance of common stock for cash | 1,835,000 | $ 467 | 1,834,533 | ||||||||||||||||||||
Issuance of common stock for cash (in shares) | 467,392 | ||||||||||||||||||||||
Sale of Common Stock to officer | 100,000 | $ 22 | 99,978 | ||||||||||||||||||||
Sale of Common Stock to officer (in shares) | 21,740 | ||||||||||||||||||||||
Conversion of Series C preferred stock to common stock | $ 0 | $ 448 | $ 52 | $ 421 | $ 1,933 | $ 277 | $ (420) | $ (2,381) | $ (329) | $ (1) | |||||||||||||
Conversion of Series C preferred stock to common stock (in shares) | 447,884 | 52,165 | 420,956 | (2,381,090) | (328,600) | (1,102) | |||||||||||||||||
Cancellation of forfeited Founders Shares | 0 | $ (20) | 20 | ||||||||||||||||||||
Issuance of additional shares to effect 1:10 reverse stock split | 0 | $ 1 | (1) | ||||||||||||||||||||
Issuance of additional shares to effect 1:10 reverse stock split (in shares) | 1,036 | ||||||||||||||||||||||
Treasury Stock cancellation | 0 | $ (7) | 7 | ||||||||||||||||||||
Treasury Stock cancellation (in shares) | (6,660) | ||||||||||||||||||||||
Equity-based compensation (in shares) | 39,427 | ||||||||||||||||||||||
Cancellation of forfeited Founders Shares (in shares) | 20,529 | ||||||||||||||||||||||
Equity-based compensation | 1,147,374 | $ 39 | 1,147,335 | ||||||||||||||||||||
Net loss | (11,733,549) | 0 | 0 | (11,733,549) | |||||||||||||||||||
Issuance of common stock warrants | $ 113,457 | $ 0 | $ 113,457 | ||||||||||||||||||||
Issuance of common stock warrants (in shares) | 0 | ||||||||||||||||||||||
Note Discount to APIC Reclass | (233,742) | 0 | (233,742) | ||||||||||||||||||||
Classification of warrants issued as derivative liability | (41,305) | $ 0 | (41,305) | ||||||||||||||||||||
Classification of warrants issued as derivative liability (in shares) | (20,529) | ||||||||||||||||||||||
Issuance of common stock for services | 100,000 | $ 22 | 99,978 | ||||||||||||||||||||
Issuance of common stock for services ( in shares) | 21,740 | ||||||||||||||||||||||
Fair value of warrants issued to Senior lender | 41,305 | $ 0 | 41,305 | ||||||||||||||||||||
Balance at Dec. 31, 2015 | (142,042) | $ 4,223 | 54,660,497 | (54,806,762) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||
Balance (in shares) at Dec. 31, 2015 | 4,223,124 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||
Issuance of common stock for cash | 6,310,619 | $ 6,648 | 6,303,971 | ||||||||||||||||||||
Issuance of common stock for cash (in shares) | 6,648,000 | ||||||||||||||||||||||
Sale of Common Stock to officer | 159,653 | $ 96 | 159,557 | ||||||||||||||||||||
Sale of Common Stock to officer (in shares) | 96,554 | ||||||||||||||||||||||
Conversion of Series C preferred stock to common stock | 0 | $ 15 | (15) | $ 0 | |||||||||||||||||||
Conversion of Series C preferred stock to common stock (in shares) | 15,000 | (21) | |||||||||||||||||||||
Cancellation of forfeited Founders Shares | 0 | $ (50) | 50 | ||||||||||||||||||||
Equity-based compensation (in shares) | 0 | ||||||||||||||||||||||
Cancellation of forfeited Founders Shares (in shares) | (50,443) | ||||||||||||||||||||||
Equity-based compensation | 441,827 | $ 0 | 441,827 | ||||||||||||||||||||
Record beneficial conversion feature of Series C preferred stock | 0 | 466,667 | (466,667) | ||||||||||||||||||||
Net loss | (7,730,235) | (7,730,235) | |||||||||||||||||||||
Classification of warrants issued as derivative liability | (946,775) | (946,775) | |||||||||||||||||||||
Classification of warrants issued as derivative liability (in shares) | 50,443 | ||||||||||||||||||||||
Issuance of Series C convertible preferred stock for cash | 2,175,000 | 2,174,997 | $ 3 | ||||||||||||||||||||
Issuance of Series C convertible preferred stock for cash (in shares) | 2,500 | ||||||||||||||||||||||
Issuance of Series D convertible preferred stock for cash | 369,000 | 369,000 | $ 0 | ||||||||||||||||||||
Issuance of Series D convertible preferred stock for cash (in shares) | 369 | ||||||||||||||||||||||
Issuance of common stock for services | 159,653 | $ 96 | 159,557 | ||||||||||||||||||||
Issuance of common stock for services ( in shares) | 96,554 | ||||||||||||||||||||||
Issuance of Common Stock to Preferred C Stockholders | 0 | $ 600 | (600) | ||||||||||||||||||||
Issuance of Common Stock to Preferred C Stockholders (in shares) | 600,000 | ||||||||||||||||||||||
Partial redemption of Series C preferred stock | (3,837,400) | (3,837,397) | $ (3) | ||||||||||||||||||||
Partial redemption of Series C preferred stock (in shares) | (2,474) | ||||||||||||||||||||||
Fair value of warrants issued to Senior lender | 946,775 | 946,775 | |||||||||||||||||||||
Cancellation of short-term note payable, related party | 50,000 | 50,000 | |||||||||||||||||||||
Issuance of Series E convertible preferred stock for cash | 2,796,997 | 2,796,994 | $ 3 | ||||||||||||||||||||
Issuance of Series E convertible preferred stock for cash (in shares) | 3,000 | ||||||||||||||||||||||
Balance at Dec. 31, 2016 | $ 1,540,194 | $ 11,532 | $ 64,532,323 | $ (63,003,664) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 3 | |||||||||||||
Balance (in shares) at Dec. 31, 2016 | 11,532,235 | 0 | 0 | 0 | 5 | 369 | 3,000 |
CONSOLIDATED STATEMENTS OF STO6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) | 1 Months Ended | ||||
Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Apr. 30, 2015 | |
Common Stock [Member] | |||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 988,621 | $ 988,621 | $ 315,000 | ||
Series C Convertible Preferred Stock [Member] | |||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 325,000 | ||||
Series E Convertible Preferred Stock [Member] | |||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 203,002 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (7,730,235) | $ (11,733,549) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 17,003 | 17,004 |
(Gain) loss on debt extinguishment | (2,434,661) | 2,268,373 |
Decrease in fair value of derivative liabilities | (4,145) | (67,439) |
Amortization of discount on notes payable | 3,074,198 | 3,242,080 |
Accrued interest on patents purchased | 123,233 | 258,246 |
Amortization of patents and acquired contracts | 1,623,980 | 1,643,110 |
Net cost of patents sold | 0 | 215,373 |
Stock-based compensation | 566,677 | 1,147,374 |
Changes in operating assets and liabilities | ||
Accounts receivable | 11,123 | 227,108 |
Inventories | 0 | 302,739 |
Prepaid expenses and other current assets, net | (732,480) | 1,192 |
Deferred expenses | (19,117) | (78,292) |
Deposits and other assets | 0 | 0 |
Accounts payable | (88,273) | 344,965 |
Accrued expenses and other current liabilities | 159,715 | (288,406) |
Deferred revenue | 350,000 | 896,429 |
Net cash used in operating activities | (5,082,982) | (1,603,693) |
Cash flows from financing activities | ||
Proceeds from issuance of preferred stock, net of issuance costs | 5,221,997 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 6,310,619 | 1,835,000 |
Proceeds from issuance of notes payable | 0 | 1,126,900 |
Payments on Senior notes payable | (1,640,016) | (2,147,000) |
Redemption of preferred stock | (3,837,400) | 0 |
Payments on related party note payable | (50,000) | (100,000) |
Net cash provided by financing activities | 6,005,200 | 714,900 |
Net increase (decrease) in cash and cash equivalents | 922,218 | (888,793) |
Cash and cash equivalents, beginning of period | 554,556 | 1,443,349 |
Cash and cash equivalents, end of period | 1,476,774 | 554,556 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 553,995 | 841,784 |
Supplemental disclosures of non-cash investing and financing activities | ||
Accrued guaranteed payments and deferred expenses related to purchased patents | 0 | (16,258,540) |
Conversion of portion of short term note payable, related party, to purchase common stock | 0 | 100,000 |
Conversion of preferred stock to common stock | 0 | 2,711 |
Fair value of common stock warrants | 6,315,220 | 41,305 |
Cancelation of short-term note payable, related party | $ 50,000 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Inventergy Global, Inc. (“Inventergy,” “Company,” “we,” “us,” or “our”) is an intellectual property (“IP”) investment and licensing company that works with technology-leading corporations in attaining greater value from their IP assets in support of their business objectives and corporate brands. Our original monetization and licensing business was enhanced in April 2016, when the Company formed Inventergy Innovations, LLC (“Inventergy Innovations”) as a majority-owned subsidiary of the Company. The Company has two distinct business execution approaches to achieve monetization of IP: ⋅ Inventergy Innovations: ⋅ Patent Residual Interest Program (“PRIP”) (see Note 5): Monetization through enforcement of the Company’s 740 telecommunications patents (“the Patents”) being transferred to INVT SPE. The Company’s two core strategies are to (1) commercialize IP by establishing partnerships with companies that have developed or acquired IP with potential applications in large, growing markets, and (2) assist the Managing Member as needed with its monetization efforts for the Patents that are being transferred to INVT SPE under the PRIP, sharing in the proceeds of such efforts after monetization costs and other contractual and priority payments are covered. Inventergy, Inc. was initially organized as a Delaware limited liability company under the name Silicon Turbine Systems, LLC in January 2012. It subsequently changed its name to Inventergy, LLC in March 2012 and it was converted from a limited liability company into a Delaware corporation in February 2013. On June 6, 2014, a subsidiary of eOn Communications Corporation (“eOn”) merged with and into Inventergy, Inc. (the “Merger”). As a result of the Merger, eOn changed its name to “Inventergy Global, Inc.” The Company is headquartered in Campbell, California. The Company operates in a single industry segment. In June 2014, in conjunction with the Merger, the Company underwent a one-for-two reverse stock split. In December 2015, the Company effected a one-for-ten reverse split of its common shares. All share amounts are reflective of these splits. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. In accordance with ASU No. 2014-15 Presentation of Financial Statements Going Concern (Subtopic 205-40), At December 31, 2016, the Company has an accumulated deficit since inception of $ 63,003,664 7,730,235 9,983,005 423,221 7.55 359,000 1,126,900 1.5 8.1 The transfer of the Patents to INVT SPE under the PRIP , which we expect to occur in April 2017, will result in the net book value of the Patents being removed from our balance sheet. In addition, the Senior Notes and Senior Revenue Share liabilities will be extinguished. We expect the net impact on liquidity to be a decrease in interest expense, a decrease in patent maintenance costs, and a decrease in legal fees 4.1 2.3 0.5 1.3 Since inception, the Company has acquired an aggregate of approximately 740 currently active patents and patent applications for aggregate purchase payments of $ 12,109,118 2,200,000 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods. Although these estimates reflect management's best estimates, it is at least reasonably possible that a material change to these estimates could occur in the near term. The Company considers all highly liquid financial instruments with original maturities of three months or less at the time of purchase to be cash equivalents. Accounts receivable are stated net of allowances for doubtful accounts. The Company typically grants standard credit terms to customers in good credit standing. The Company generally reserves for estimated uncollectible accounts on a customer-by-customer basis, which requires judgment about each individual customer’s ability and intention to fully pay account balances. The Company makes these judgments based on knowledge of and relationships with customers and current economic trends, and updates estimates on a monthly basis. Any changes in estimate, which can be significant, are included in earnings in the period in which the change in estimate occurs. As of December 31, 2016, the Company has not established any reserves for uncollectable accounts. Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets (or the term of the lease, if shorter), which range from three to five years. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements and improvements are capitalized. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation is removed and any resulting gain or loss is credited or charged to operations. Patents, including acquisition costs, are stated at cost, less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the respective assets, generally 7 10 Intangible assets consist of certain contract rights acquired in the Merger. Intangible assets are amortized on a straight-line basis over their estimated useful life of five years. Goodwill represents the excess of the aggregate purchase price over the fair value of the net tangible and identifiable intangible assets acquired by the Company. The carrying amount of goodwill will be tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company determined that it is a single reporting unit for the purpose of goodwill impairment tests. For purposes of assessing the impairment of goodwill, the Company estimates the value of the reporting unit using its market capitalization as the best evidence of fair value. This fair value is then compared to the carrying value of the reporting unit. The Company evaluates the carrying value of long-lived assets on an annual basis, or more frequently whenever circumstances indicate a long-lived asset may be impaired. When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets. In the event cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair value. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. Cash and cash equivalents are deposited with high quality financial institutions. Periodically, such balances are in excess of federally insured limits. The Company has a stock option plan under which incentive and non-qualified stock options and restricted stock awards (“RSAs”) are granted primarily to employees. All share-based payments to employees, including grants of employee stock options and RSAs, are recognized in the financial statements based on their respective grant date fair values. The benefits of tax deductions in excess of recognized compensation cost are reported as a financing cash flow. The Company estimates the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service periods in the Company’s statements of comprehensive income or loss. The Company has estimated the fair value of each option award as of the date of grant using the Black-Scholes option pricing model. The fair value of RSAs is calculated as the fair value of the underlying stock multiplied by the number of shares awarded. The awards issued consist of fully-vested stock awards, performance-based restricted shares, and service-based restricted shares. Expenses related to stock-based awards issued to non-employees are recognized at fair value on a recurring basis over the expected service period. The Company estimates the fair value of the awards using the Black-Scholes option pricing model. The Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability account balances are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when it is more likely than not that deferred tax assets will not be realized. Realization of deferred tax assets is dependent upon future pretax earnings, the reversal of temporary differences between book and tax income, and the expected tax rates in future periods. The Company has a full valuation allowance on all deferred tax assets. The Company is required to evaluate the tax positions taken in the course of preparing its tax returns to determine whether tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs within the fair value hierarchy. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The following methods and assumptions were used to estimate the fair value of financial instruments: ⋅ Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets. ⋅ Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. ⋅ Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques. The category within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. In May 2014, the FASB issued a new financial accounting standard which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. ASU 2014-09 Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)". The amendments under this pronouncement will change the way all leases with a duration of one year of more are treated. Under this guidance, lessees will be required to capitalize virtually all leases on the balance sheet as a right-of-use asset and an associated financing lease liability or capital lease liability. The right-of-use asset represents the lessee’s right to use, or control the use of, a specified asset for the specified lease term. The lease liability represents the lessee’s obligation to make lease payments arising from the lease, measured on a discounted basis. Based on certain characteristics, leases are classified as financing leases or operating leases. Financing lease liabilities, those that contain provisions similar to capitalized leases, are amortized like capital leases are under current accounting, as amortization expense and interest expense in the statement of operations. Operating lease liabilities are amortized on a straight-line basis over the life of the lease as lease expense in the statement of operations. This update is effective for annual reporting periods, and interim periods within those reporting periods, beginning after December 15, 2018. The Company is currently evaluating the impact this standard will have on its policies and procedures pertaining to its existing and future lease arrangements, disclosure requirements and on its consolidated financial statements. In November 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-18, Statement of Cash Flows In March 2016, the FASB issued Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting In January 2016, the FASB issued ASU 2016-01, Financial Instruments Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350), which eliminates Step 2 from the goodwill impairment test. Instead, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company will adopt the standard effective October 1, 2020. The adoption is not expected to have a material impact on the consolidated financial statements. |
Patents
Patents | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | 3. Patents Patent intangible assets consisted of the following at December 31, 2016: Weighted Average Gross Carrying Accumulated Net Carrying Useful Life Amount Amortization Amount Amortizable intangible assets: Patents 5.9 $ 11,893,745 $ (4,734,804) $ 7,158,941 Total patent intangible assets $ 11,893,745 $ (4,734,804) $ 7,158,941 Patent intangible assets consisted of the following at December 31, 2015: Weighted Average Gross Carrying Accumulated Net Carrying Useful Life Amount Amortization Amount Amortizable intangible assets: Patents 6.9 $ 11,893,745 $ (3,223,824) $ 8,669,921 Total patent intangible assets $ 11,893,745 $ (3,223,824) $ 8,669,921 The Company expects amortization expense to be approximately $ 1,510,977 1,481,270 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements December 31, 2016 Fair Value (Level 1) (Level 2) (Level 3) Common stock warrants $ - $ - $ - $ - Total $ - $ - $ - $ - December 31, 2015 Fair Value (Level 1) (Level 2) (Level 3) Common stock warrants $ 4,145 $ - $ - $ 4,145 Total $ 4,145 $ - $ - $ 4,145 As discussed in Note 6, in January 2014, the Company issued warrants to purchase 23,858 30.40 22.70 Expected volatility 60 % Risk free rate 1.31 % Dividend yield 0 % Expected term (in years) 3.0726 The assumptions utilized were derived in a similar manner as discussed in Note 7 related to the fair value of stock options. The Company revalues the derivative liabilities at the end of each reporting period using the same models as at issuance, updated for new facts and circumstances, and recognizes the change in the fair value in the statements of operations as other income (expense). Series A-1 Convertible Preferred Common Notes Payable Stock Stock Derivative Liability Derivative Liability Warrants Balance at December 31, 2014 $ - $ - $ 30,278 Fair value at issuance - - 41,306 Change in fair value - - (67,439) Balance at December 31, 2015 $ - $ - $ 4,145 Change in fair value - - (4,145) Balance at December 31, 2016 $ - $ - $ - |
Borrowing Arrangements
Borrowing Arrangements | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | On September 23, 2014, the Company entered into a Share Purchase Agreement with Joseph W. Beyers, the Company’s Chairman and Chief Executive Officer, pursuant to which the Company agreed to issue to Mr. Beyers up to 23,364 21.40 500,000 300,000 6.0 300,000 100,000 4.60 21,740 4.60 100,000 50,000 50,000 On October 1, 2014 the Company and its wholly-owned subsidiary, Inventergy, Inc., entered into the Revenue Sharing and Note Purchase Agreement with DBD Credit Funding, LLC (“the “Senior Lender”), including a Note Purchaser (as defined below) who also serves as collateral agent (the “Collateral Agent”) and a Revenue Participant (as defined below). On February 25, 2015, the Company, Inventergy, Inc. and the Senior Lender entered into the Amended and Restated Revenue Sharing and Note Purchase Agreement (the “Senior Debt Agreement”). Pursuant to the Senior Debt Agreement, the Company issued an aggregate of $ 12,199,500 11,137,753 476,868 LIBOR plus 7% (total interest rate of 8.69 The principal of the Senior Notes and all unpaid interest thereon or other amounts owing hereunder shall be paid in full in cash by the Company on September 30, 2017 (the “Maturity Date”). As of December 31, 2016, the Company has repaid $ 3,787,016 Upon receipt of any revenues generated from the monetization of the Patents (the “Monetization Revenue”) from the patents identified in the Senior Debt Agreement (the “Patents”), the Company was required to apply, towards its obligations pursuant to the Senior Notes, 86% of the difference between (a) any revenues generated from the Monetization Revenue less (b) any litigation or licensing related third party expenses (including fees paid to the original patent owners) reasonably incurred by the Company to earn Monetization Revenue, subject to certain limits (such difference defined as “Monetization Net Revenues”). In addition to the Mandatory Prepayments, the Company shall make monthly amortization payments (the “Amortization Payments”) in an amount equal to (x) the then outstanding principal amount divided by (y) the number of months left until the Maturity Date. Such Amortization Payments, along with minimum liquidity requirements, were deferred until May 1, 2017 by the terms of the Restructuring Agreement (see below). Pursuant to the Amended Senior Debt Agreement, the Company granted to the purchasers identified in the Senior Debt Agreement (the “Revenue Participants”) a right to receive a portion of the Company’s Monetization Revenues totaling $11,284,538 (the “Revenue Stream”). The Revenue Participant’s proportionate share is equal to 75% of Monetization Net Revenues until $5,000,000 has been paid to the Revenue Participants, then 50% of Monetization Net Revenues until the remaining $6,284,538 has been paid to the Revenue Participants. All Revenue Stream Payments will be payable on a monthly basis in arrears. The rights of the Revenue Participants to the Revenue Stream are secured by all of the Company’s current patent assets and the Cash Collateral Account, in each case junior in priority to the rights of the Note Purchasers. In connection with the Revenue Participants’ right to receive a portion of the Company’s Monetization Revenues, the Company has recorded a net liability of $3,948,153, which represents the amount of the expected Monetization Revenues, discounted 18% over the expected life of the revenue share agreement. In conjunction with an amendment to the Amended Senior Debt Agreement dated March 1, 2016, the Company determined that the change in expected cash flows was greater than 10% as compared to the previous agreement and, therefore, a debt extinguishment was deemed to have occurred. When recording the new present value of the debt and revenue share, which was computed using a discount rate of 18%, a gain on debt extinguishment of $2,434,661 was recognized in the twelve-month period ended December 31, 2016. The Revenue Stream payment terms described in this paragraph were superseded by the terms of the Restructuring Agreement, as more fully explained below. As part of the Senior Debt Agreement, the Company and the Collateral Agent entered into a Patent License Agreement (the “Patent License Agreement”), under which the Company agreed to grant to the Collateral Agent a non-exclusive, royalty-free and worldwide license to certain of its Patents (the “Licensed Patents”). As part of the transaction, the Company granted the Note Purchaser and Revenue Participant a first priority security interest in all of the Company’s currently owned patent assets and all proceeds thereof, as well as a general security interest in all of the assets of the Company and its subsidiaries. Restructuring Agreement and Patent Residual Interest Program In December 2016, the Company and DBD Credit Funding, LLC (“DBD”) and CF DB EZ LLC (the "Managing Member") entered into a Restructuring Agreement (the “Restructuring Agreement”) to amend the Senior Debt Agreement. Pursuant to the Restructuring Agreement, the Managing Member will have the sole discretion to make any and all decisions relating to the Company’s patents and patent monetization activities (excluding future acquired patents related to Inventergy Innovations, LLC, a subsidiary of Parent, and related monetization activities) (such patents that are subject to the Restructuring Agreement, the “Patents”), including the right to license, sell or sue unauthorized users of the Patents (the “Monetization Activities”). In addition, the Restructuring Agreement modifies the revenue share provided for in the Senior Debt Agreement such that all proceeds from the Monetization Activities will be applied as follows: (i) first, to pay for certain third party expenses incurred by the Company, the Managing Member or third party brokers in relation to the Monetization Activities, (ii) second, to pay up to $2.2 million of the Company’s outstanding principal debt to a third party from whom the Company previously purchased certain Patents, in the event any Monetization Activity is directly attributable to those certain Patents, (iii) third, if a Monetization Activity triggers a payment with respect to a retained interest owed to a party from whom the Company originally purchased the Patents, payment will be made to such prior owner, as required, (iv) fourth, to the Managing Member until the Managing Member has received (x) reimbursement of any amounts advanced by the Managing Member pursuant to the Restructuring Agreement plus 20% annual interest on such advances plus (y) $30.5 million less any amounts paid to the Managing Member for the Note Obligations under the Revenue Sharing and Note Purchase Agreement after December 22, 2016, and (v) fifth, after all of the foregoing payment obligations are satisfied, 70% to the Managing Member and 30% to the Company. The Restructuring Agreement requires that the Company obtain stockholder approval and consents of third parties to the assignment of the Patents to a newly created special purpose entity, or SPE. Stockholder approval was obtained at a special meeting of stockholders on March 8, 2017 and the Company is in the process of obtaining third party consents. The SPE, which has been established as a Delaware LLC as INVT SPE LLC (“INVT SPE”), will be managed by the Managing Member, and the economic arrangements provided for under the Restructuring Agreement are reflected in the governing documents for INVT SPE. The activities to be undertaken by the Company in support of INVT SPE and any resulting revenue distributed to the Company from INVT SPE is referred to as the Patent Residual Interest Program (“PRIP”). Upon the date on which the Patents are transferred to INVT SPE, the Senior Notes and the Revenue Share liabilities will be extinguished, the Company will be relieved of any scheduled amortization (instead, payments to the Senior Lender will only be required out of Monetization Revenues), the liquidity covenant will no longer apply, and the Company will be relieved from any further responsibility to maintain the Patents, retroactive to December 22, 2016. See also Note 11, “Subsequent Events”. The Restructuring Agreement is subject to certain events of default, including, among other things, liquidation or dissolution, change of control, bankruptcy, the Company’s failure to make payments pursuant to the terms of the Restructuring Agreement or the Company’s failure to perform or observe certain covenants. Upon the occurrence of an event of default, the Senior Lender may proceed to protect and enforce its rights through seeking the Company’s specific performance of any covenant or condition, as set forth in the Restructuring Agreement, or may declare the remaining unpaid balance owed under the Revenue Sharing and Note Purchase Agreement, as amended, and any other amounts owed pursuant to the Restructuring Agreement to be immediately due and payable. Unregistered Sales of Equity Securities. In connection with the execution of the Senior Debt Agreement, the Company issued 50,000 20.00 1,000,000 50,000 11.40 2.54 In connection with the closing of the transactions contemplated by the Senior Debt Agreement, the Company paid a closing fee of $ 330,000 24,750 20.00 153,759 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 6. Stockholders’ Equity Common stock The Company is authorized to issue up to 110,000,000 100,000,000 10,000,000 On October 12, 2016, the Company completed a registered public offering (the “Offering”) of shares of common stock and warrants with gross proceeds of $ 6.0 6,000,000 1.00 6,000,000 1.00 5.1 1.3 3.8 3.8 1.43 1.86 15 On May 16, 2016, the Company entered into a securities purchase agreement (the “2016 Purchase Agreement”) with certain investors (the “2016 Purchasers”) pursuant to which the Company sold 648,000 2.005 1.3 100 2.005 116,932 On March 31, 2015, the Company entered into a securities purchase agreement (“Purchase Agreement”) with certain investors (the “Purchasers”) pursuant to which the Company sold 467,392 4.60 2.15 In connection with the Registered Direct Offering, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) to act as its exclusive placement agent. Pursuant to the Placement Agent Agreement, the Company paid to the Placement Agent $ 106,000 5,762 5.75 50,000 10,870 Series C convertible preferred stock 3,335 Series D convertible preferred stock 186,367 Series E convertible preferred stock 1,496,262 Options to purchase common stock 514,772 Shares reserved for issuances pursuant to 2014 Stock Plan 175,046 Warrants 10,615,849 Total 12,991,631 Convertible preferred stock Convertible Original Shares Shares Shares Liquidation Preferred Stock Issue Price Designated Originally Issued Outstanding Preference Series C $ 1,000.00 2,500 2,500 5 $ 5,000 Series D $ 1,000.00 750 369 369 $ 369,000 Series E $ 1,000.00 3,000 3,000 3,000 $ 3,000,000 On January 21, 2016, the Company entered into a securities purchase agreement (the “Series C Purchase Agreement”) with certain institutional accredited investors (the “Series C Investors”). Pursuant to the Series C Purchase Agreement, the Company sold to the Series C Investors in a private placement 2,500 1,000 2.5 1,666,668 1.50 466,667 2,474 3,837,400 1,363,400 21 five Each Series C Investor also received a common stock purchase warrant (the “Series C Warrants”) to purchase up to a number of shares of common stock equal to 85 1.50 1,416,668 1.79 The Series C Purchase Agreement required the Company to hold a special meeting of stockholders to seek the approval of the holders of its common stock for the issuance of the number of shares of common stock issuable upon the conversion of the Series C Preferred Stock in excess of 19.99% of the outstanding Common Stock and the removal of the adjustment floor within 120 days of the execution of the Purchase Agreement (the “Shareholder Approval”). The Company obtained Shareholder Approval on June 28, 2016. Additionally, until the Series C Preferred Stock is no longer outstanding, the Series C Investors may participate in future offerings for up to 50% of the amount of such offerings. The Company utilized a Placement Agent who received a commission equal to 10 250,000 25,000 50,000 On May 13, 2016, the Company entered into, and consummated the transactions contemplated by, a securities purchase agreement (the “Series D Purchase Agreement”) with certain accredited investors (the “Series D Investors”). Pursuant to the Series D Purchase Agreement, the Company sold to the Series D Investors in a private placement 369 1,000 369,000 144,000 The Series D Preferred Stock is immediately convertible into shares of the Company’s common stock, subject to certain beneficial ownership limitations, at an initial conversion price equal to $ 1.98 The Company may redeem some or all of the Series D Preferred Stock for cash in an amount equal to 135% of the aggregate stated value then outstanding. Each Investor also received a common stock purchase warrant (the “Series D Warrants”) to purchase up to a number of shares of common stock equal to 85 1.87 On July 21, 2016, the Company entered into an agreement (the “Series E Agreement”) to sell $ 3.0 3,000 1,000 3.0 1,496,262 2.005 The Company used part of the proceeds from the sale of Series E Preferred Stock to redeem 70% of the outstanding Series C Preferred Stock. In addition, pursuant to the terms of the Series E Agreement, each of the Series C Investors was entitled to receive an additional premium such that the aggregate redemption amount is 162% of the stated value of the Series C Preferred Stock for the first 60 days after the date of the Series E Purchase Agreement and 180% thereafter. the Series E Preferred Stock is redeemable at the option of the Company at 170% of the then outstanding conversion amount, and is convertible into common stock at a conversion price equal to the lesser of (a) $2.005 per share, or (b) 65% of the volume weighted average price of our common stock for ten consecutive days prior to the applicable conversion date). The Series E Purchase Agreement required the Company to hold a special meeting of stockholders to seek the approval of the holders of its common stock for the issuance of the number of shares of common stock issuable upon the conversion of the Series E Preferred Stock in excess of 19.99% of the outstanding Common Stock within 120 days of the execution of the Purchase Agreement (the “Shareholder Approval”). The Company obtained Shareholder Approval on March 8, 2017. Warrants In January 2014, the Company issued warrants to purchase 23,858 30.40 22.70 348,963 On November 1, 2014 the Company issued 27,750 20.70 164,196 Warrants Remaining Contractual Weighted Average Outstanding Life (years) Exercise 6,000,000 4.78 $ 1.000 1,000,000 6.64 $ 2.005 1,271,826 4.56 $ 2.005 648,000 4.38 $ 2.01 158,416 4.37 $ 1.87 1,416,668 4.06 $ 1.79 50,000 5.16 $ 2.54 10,870 3.27 $ 4.60 5,762 3.27 $ 5.75 27,449 3.12 $ 20.00 23,858 2.08 $ 22.70 3,000 0.83 $ 26.60 10,615,849 4.79 $ 1.51 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Workers Compensation Discount [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation In November 2013, the Board of Directors authorized the 2013 Stock Plan (such plan has since been adopted by the stockholders of the Company in connection with the Merger and renamed the “Inventergy Global, Inc. 2014 Stock Plan”, the “Plan” or the “2014 Plan”). Under the Plan, the Board of Directors may grant incentive stock awards to employees and directors, and non-statutory stock options to employees, directors and consultants as well as restricted stock. The Plan provides for the grant of stock options, restricted stock, and other stock-related and performance awards that may be settled in cash, stock, or other property. The Board of Directors originally reserved 360,545 170,000 250,000 Options and RSAs Outstanding Shares Available Number of Weighted Average Exercise for Grant Shares Price Per Share Balance at December 31, 2014 68,953 241,792 $ 25.90 Authorized 170,000 - $ - Options granted (530,813) 530,813 $ 5.65 Options forfeited 69,870 (69,870) $ 10.59 Options expired 12,148 (12,148) $ 24.72 Options canceled 320,700 (320,700) $ 12.99 Restricted Stock granted (39,427) 39,427 $ 3.86 Restricted Stock vested - (39,427) $ 3.86 Balance at December 31, 2015 71,431 369,887 $ 4.64 Authorized 250,000 - $ - Options granted (305,000) 305,000 $ 1.41 Options forfeited 153,095 (153,095) $ 3.10 Options expired 5,520 (7,020) $ 34.72 Balance at December 31, 2016 175,046 514,772 $ 2.77 Total vested and expected to vest shares (options) 514,772 $ 2.77 Total vested shares (options) 181,337 $ 4.73 As of December 31, 2016, all of the restricted stock granted under the Plan had vested. The aggregate intrinsic value of stock options outstanding, stock options vested and expected to vest, and exercisable at December 31, 2016 was zero, since all of the options were out-of-the-money at December 31, 2016. Prior to the Plan being established, the Company granted the equivalent of 1,413,904 148,144 113,388 Options Outstanding Options Vested Weighted- Weighted- Average Weighted- Average Exercise Remaining Average Exercise Price Per Shares Contractual Exercise Shares Price Per Share Outstanding Life (Years) Price Exercisable Share $ 1.41 305,000 9.55 $ 1.41 30,210 $ 1.41 $ 3.10 182,528 8.79 $ 3.10 123,883 $ 3.10 $ 5.60 2,500 0.33 $ 5.60 2,500 $ 5.60 $ 11.40 17,674 0.33 $ 11.40 17,674 $ 11.40 $ 30.40 7,070 0.33 $ 30.40 7,070 $ 30.40 514,772 8.80 $ 2.77 181,337 $ 4.73 Stock-based compensation expense 2016 2015 Expected volatility 68 % 67 % Risk free rate 1.18 % 1.41 % Dividend yield 0 % 0 % Expected term (in years) 5.70 5.57 The expected term of the options is based on the average period the stock options are expected to remain outstanding based on the option’s vesting term and contractual terms. The expected stock price volatility assumptions for the Company’s stock options were determined by examining the historical volatilities for the Company and industry peers. The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. Forfeitures were estimated based on the Company’s estimate of future cancellations. For the twelve months ended For the twelve months ended December 31, 2016 December 31, 2015 General and administrative $ 566,677 $ 1,147,374 No income tax benefit has been recognized related to stock-based compensation expense and no tax benefits have been realized from exercised stock awards. As of December 31, 2016, there were total unrecognized compensation costs of $ 443,362 1.63 Non-employee stock-based compensation expense For the twelve months ended December 31, 2016, the Company issued options and restricted stock awards to non-employees in exchange for services with vesting specific to each individual award. Non-employee stock-based compensation expense is recognized as the awards vest and totaled $ 248,227 314,505 Cancellation of Options On March 25, 2015, the Company cancelled certain unvested options (totaling 143,266 20.50 38.50 10 1 4 126,985 2.1 3.1 16,282 11.40 48 On October 16, 2015, the Company cancelled certain unvested options (totaling 177,446 6.90 38.50 10 1 4 142,063 35,383 3.10 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The Company recorded $ 4,872 (14,041) 2016 2015 Current Federal $ - $ - State 4,872 (14,041) $ 4,872 $ (14,041) Deferred Federal $ - $ - State - - $ - $ - Expense/(benefit) $ 4,872 $ (14,041) 2016 2015 Statutory federal income tax rate 34 % 34 % State income taxes (net of federal benefit) 0 0 Impact of Section 382 limitation (125.43) 0 Stock compensation (2.37) (1.37) Other permanent differences (0.01) (0.04) True ups 5.75 (10.20) Change in valuation allowance 88.05 (22.27) Total 0.01 % 0.12 % Deferred income taxes reflect the tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Based on the Company’s historical net losses, the Company has provided a full valuation allowance against its deferred tax assets as of December 31, 2016 and 2015. 2016 2015 Deferred Tax Assets: Accrued Liabilities $ 941,333 $ 1,361,612 Intangibles 2,381,431 2,476,386 Fixed Assets 10,821 6,686 NOL and Credit Carryforwards 3,585,768 10,331,722 Deferred Revenue 423,786 - Allowance for Doubtful Accounts - 7,599 Gross Deferred Tax Asset 7,343,139 14,184,005 Valuation Allowance (7,250,291) (14,052,737) Net Deferred Tax Assets 92,848 131,268 Deferred Tax Liabilities: Acquired Contracts Intangibles (92,848) (131,268) Gross Deferred Liabilities (92,848) (131,268) Net Deferred Tax Assets (Liabilities) $ - $ - At December 31, 2016, the Company had federal and California net operating loss carryforwards, prior to any annual limitation, of approximately $ 55.5 11.1 30.4 9.6 5.5 At December 31, 2016, the gross liability for uncertain tax positions was $ 0 It is the Company’s practice to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2016 and 2015, the Company had no interest and penalties related to income taxes. The Company files income tax returns in the U.S. and various state jurisdictions including California. In the normal course of business, the Company is subject to examination by taxing authorities including the United States and California. The Company is not currently under audit or examination by either of these jurisdictions. The federal and California statute of limitations remains open back to 2011 for federal and 2010 for California. However, due to the fact that the Company has net operating losses carried forward dating back to 2001, certain items attributable to technically closed years are still subject to adjustment by the relevant taxing authority through an adjustment to the tax attributes carried forward to open years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Operating lease In March 2014, the Company entered into a non-cancelable thirty-eight month lease agreement for offices in Campbell, California which commenced June 1, 2014 with escalating rent payments ranging from approximately $ 9,200 9,800 Years ending December 31: 2017 68,587 Total $ 68,587 Rent expense was $ 108,623 Guaranteed payments The Company entered into two agreements to purchase certain patent assets under which guaranteed payments were originally required. The first agreement originally required unconditional guaranteed payments of $ 18,000,000 12 16.3 1.0 16.3 The second agreement originally required a $ 2,000,000 550,000 1,650,000 2,200,000 10 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 10. Net Loss Per Share Year Ended December 31, 2016 2015 Net loss attributable to common shareholders $ (8,196,902) $ (11,733,549) Basic and diluted: Weighted average shares outstanding 6,144,778 3,586,741 Less weighted average unvested restricted shares outstanding (24,014) (143,372) Shares used in calculation of basic and diluted net loss per common share 6,120,764 3,443,369 Net loss per common share: Basic and diluted $ (1.34) $ (3.41) Equity awards, unvested share rights, and common stock equivalent of warrants and preferred stock, aggregating 6.8 1.1 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Amendments to Series E Preferred Stock Purchase Agreement On January 25, 2017 March 8, 2017 165 170 5.5 1,000,000 0.60 On March 8, 2017, the Company entered into a lock-up agreement with each of the holders of the Series E convertible preferred stock of the Company (the “Series E Stockholders”) pursuant to which the Series E Stockholders agreed not to sell any common stock obtained upon conversion of the Series E Preferred Stock, until after March 31, 2017, for less than $0.50 per share. Restructuring Agreement As discussed in Note 5, the Company entered into the Restructuring Agreement with DBD and the Managing Member on December 22, 2016. The Restructuring Agreement required that the Company obtain stockholder approval and third party consent to the assignment of the Patents to a newly created special purpose entity, or SPE. Stockholder approval was obtained at a special meeting of stockholders on March 8, 2017, and third party consents and the transfer of the Patents to INVT SPE are expected to be completed prior to April 30, 2017. INVT SPE will be managed and controlled by the Managing Member, and the economic arrangements provided for under the Restructuring Agreement are reflected in the governing documents for INVT SPE. Upon the date on which the Patents are transferred to INVT SPE, the Company will be relieved of its obligations under its prior agreements with the Senior Lender, including any scheduled amortization payments to the Senior Lender, the liquidity covenant will no longer apply, and the Company will be relieved from any further responsibility to maintain the Patents, retroactive to December 22, 2016. Accordingly, the Senior notes payable, Senior revenue share and certain other liabilities will be extinguished. In addition, the carrying value of the Patents and goodwill will be eliminated, and the Company’s portion of the value of INVT SPE will be added to the consolidated balance sheet. Management believes there is no impairment to its financial condition as of December 31, 2016 as a result of the Restructuring Agreement, and because the requirements of the Restructuring Agreement will be met subsequent to December 31, 2016, the resulting gain on debt extinguishment and assignment of the Patents to INVT SPE will be reflected in the Company’s financial statements in the quarter in which the transfer of Patents to INVT SPE occurs (which is expected to be the quarter ended June 30, 2017). |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. |
Liquidity and Capital Resources | In accordance with ASU No. 2014-15 Presentation of Financial Statements Going Concern (Subtopic 205-40), At December 31, 2016, the Company has an accumulated deficit since inception of $ 63,003,664 7,730,235 9,983,005 423,221 7.55 359,000 1,126,900 1.5 8.1 The transfer of the Patents to INVT SPE under the PRIP , which we expect to occur in April 2017, will result in the net book value of the Patents being removed from our balance sheet. In addition, the Senior Notes and Senior Revenue Share liabilities will be extinguished. We expect the net impact on liquidity to be a decrease in interest expense, a decrease in patent maintenance costs, and a decrease in legal fees 4.1 2.3 0.5 1.3 Since inception, the Company has acquired an aggregate of approximately 740 currently active patents and patent applications for aggregate purchase payments of $ 12,109,118 2,200,000 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
Management estimates and related risks | Management estimates and related risks The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods. Although these estimates reflect management's best estimates, it is at least reasonably possible that a material change to these estimates could occur in the near term. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid financial instruments with original maturities of three months or less at the time of purchase to be cash equivalents. |
Accounts Receivable | Accounts Receivable, net Accounts receivable are stated net of allowances for doubtful accounts. The Company typically grants standard credit terms to customers in good credit standing. The Company generally reserves for estimated uncollectible accounts on a customer-by-customer basis, which requires judgment about each individual customer’s ability and intention to fully pay account balances. The Company makes these judgments based on knowledge of and relationships with customers and current economic trends, and updates estimates on a monthly basis. Any changes in estimate, which can be significant, are included in earnings in the period in which the change in estimate occurs. As of December 31, 2016, the Company has not established any reserves for uncollectable accounts. |
Property and equipment | Property and equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets (or the term of the lease, if shorter), which range from three to five years. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements and improvements are capitalized. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation is removed and any resulting gain or loss is credited or charged to operations. |
Patents | Patents, net Patents, including acquisition costs, are stated at cost, less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the respective assets, generally 7 10 |
Intangible Assets, net | Intangible Assets Intangible assets consist of certain contract rights acquired in the Merger. Intangible assets are amortized on a straight-line basis over their estimated useful life of five years. |
Goodwill | Goodwill Goodwill represents the excess of the aggregate purchase price over the fair value of the net tangible and identifiable intangible assets acquired by the Company. The carrying amount of goodwill will be tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company determined that it is a single reporting unit for the purpose of goodwill impairment tests. For purposes of assessing the impairment of goodwill, the Company estimates the value of the reporting unit using its market capitalization as the best evidence of fair value. This fair value is then compared to the carrying value of the reporting unit. |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates the carrying value of long-lived assets on an annual basis, or more frequently whenever circumstances indicate a long-lived asset may be impaired. When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets. In the event cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair value. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. Cash and cash equivalents are deposited with high quality financial institutions. Periodically, such balances are in excess of federally insured limits. |
Stock-based compensation | Stock-based compensation The Company has a stock option plan under which incentive and non-qualified stock options and restricted stock awards (“RSAs”) are granted primarily to employees. All share-based payments to employees, including grants of employee stock options and RSAs, are recognized in the financial statements based on their respective grant date fair values. The benefits of tax deductions in excess of recognized compensation cost are reported as a financing cash flow. The Company estimates the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service periods in the Company’s statements of comprehensive income or loss. The Company has estimated the fair value of each option award as of the date of grant using the Black-Scholes option pricing model. The fair value of RSAs is calculated as the fair value of the underlying stock multiplied by the number of shares awarded. The awards issued consist of fully-vested stock awards, performance-based restricted shares, and service-based restricted shares. Expenses related to stock-based awards issued to non-employees are recognized at fair value on a recurring basis over the expected service period. The Company estimates the fair value of the awards using the Black-Scholes option pricing model. |
Income taxes | Income taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability account balances are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when it is more likely than not that deferred tax assets will not be realized. Realization of deferred tax assets is dependent upon future pretax earnings, the reversal of temporary differences between book and tax income, and the expected tax rates in future periods. The Company has a full valuation allowance on all deferred tax assets. The Company is required to evaluate the tax positions taken in the course of preparing its tax returns to determine whether tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. |
Fair value measurements | Fair value measurements The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs within the fair value hierarchy. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The following methods and assumptions were used to estimate the fair value of financial instruments: ⋅ Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets. ⋅ Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. ⋅ Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques. The category within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Recently Issued Accounting Standards | In May 2014, the FASB issued a new financial accounting standard which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. ASU 2014-09 Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)". The amendments under this pronouncement will change the way all leases with a duration of one year of more are treated. Under this guidance, lessees will be required to capitalize virtually all leases on the balance sheet as a right-of-use asset and an associated financing lease liability or capital lease liability. The right-of-use asset represents the lessee’s right to use, or control the use of, a specified asset for the specified lease term. The lease liability represents the lessee’s obligation to make lease payments arising from the lease, measured on a discounted basis. Based on certain characteristics, leases are classified as financing leases or operating leases. Financing lease liabilities, those that contain provisions similar to capitalized leases, are amortized like capital leases are under current accounting, as amortization expense and interest expense in the statement of operations. Operating lease liabilities are amortized on a straight-line basis over the life of the lease as lease expense in the statement of operations. This update is effective for annual reporting periods, and interim periods within those reporting periods, beginning after December 15, 2018. The Company is currently evaluating the impact this standard will have on its policies and procedures pertaining to its existing and future lease arrangements, disclosure requirements and on its consolidated financial statements. In November 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-18, Statement of Cash Flows In March 2016, the FASB issued Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting In January 2016, the FASB issued ASU 2016-01, Financial Instruments Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350), which eliminates Step 2 from the goodwill impairment test. Instead, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company will adopt the standard effective October 1, 2020. The adoption is not expected to have a material impact on the consolidated financial statements. |
Patents (Tables)
Patents (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Patent intangible assets consisted of the following at December 31, 2016: Weighted Average Gross Carrying Accumulated Net Carrying Useful Life Amount Amortization Amount Amortizable intangible assets: Patents 5.9 $ 11,893,745 $ (4,734,804) $ 7,158,941 Total patent intangible assets $ 11,893,745 $ (4,734,804) $ 7,158,941 Patent intangible assets consisted of the following at December 31, 2015: Weighted Average Gross Carrying Accumulated Net Carrying Useful Life Amount Amortization Amount Amortizable intangible assets: Patents 6.9 $ 11,893,745 $ (3,223,824) $ 8,669,921 Total patent intangible assets $ 11,893,745 $ (3,223,824) $ 8,669,921 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize the Company's assets and liabilities measured at fair value on a recurring basis at December 31, 2016 and December 31, 2015: December 31, 2016 Fair Value (Level 1) (Level 2) (Level 3) Common stock warrants $ - $ - $ - $ - Total $ - $ - $ - $ - December 31, 2015 Fair Value (Level 1) (Level 2) (Level 3) Common stock warrants $ 4,145 $ - $ - $ 4,145 Total $ 4,145 $ - $ - $ 4,145 |
Schedule Of Changes In Fair Value Derivative Liability | The Company estimated the fair value of the derivative liability using the Black-Scholes option pricing model. The fair value of the derivative liability as of December 31, 2015 was estimated using the following assumptions: Expected volatility 60 % Risk free rate 1.31 % Dividend yield 0 % Expected term (in years) 3.0726 |
Schedule of Changes in Fair Value of Company's Level 3 Liabilities | The following sets forth a summary of changes in fair value of the Company’s level 3 liabilities measured on a recurring basis for the twelve months ended December 31, 2016 and December 31, 2015: Series A-1 Convertible Preferred Common Notes Payable Stock Stock Derivative Liability Derivative Liability Warrants Balance at December 31, 2014 $ - $ - $ 30,278 Fair value at issuance - - 41,306 Change in fair value - - (67,439) Balance at December 31, 2015 $ - $ - $ 4,145 Change in fair value - - (4,145) Balance at December 31, 2016 $ - $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Shares of common stock reserved for future issuance | Shares of common stock reserved for future issuance were as follows as of December 31, 2016: Series C convertible preferred stock 3,335 Series D convertible preferred stock 186,367 Series E convertible preferred stock 1,496,262 Options to purchase common stock 514,772 Shares reserved for issuances pursuant to 2014 Stock Plan 175,046 Warrants 10,615,849 Total 12,991,631 |
Redeemable Convertible preferred stock | Convertible preferred stock as of December 31, 2016 consisted of the following: Convertible Original Shares Shares Shares Liquidation Preferred Stock Issue Price Designated Originally Issued Outstanding Preference Series C $ 1,000.00 2,500 2,500 5 $ 5,000 Series D $ 1,000.00 750 369 369 $ 369,000 Series E $ 1,000.00 3,000 3,000 3,000 $ 3,000,000 |
Common stock warrants | Common stock warrants outstanding as of December 31, 2016 are listed as follows: Warrants Remaining Contractual Weighted Average Outstanding Life (years) Exercise 6,000,000 4.78 $ 1.000 1,000,000 6.64 $ 2.005 1,271,826 4.56 $ 2.005 648,000 4.38 $ 2.01 158,416 4.37 $ 1.87 1,416,668 4.06 $ 1.79 50,000 5.16 $ 2.54 10,870 3.27 $ 4.60 5,762 3.27 $ 5.75 27,449 3.12 $ 20.00 23,858 2.08 $ 22.70 3,000 0.83 $ 26.60 10,615,849 4.79 $ 1.51 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Workers Compensation Discount [Abstract] | |
Summary of share-based compensation activity | Common stock option and restricted stock award activity under the Plan was as follows: Options and RSAs Outstanding Shares Available Number of Weighted Average Exercise for Grant Shares Price Per Share Balance at December 31, 2014 68,953 241,792 $ 25.90 Authorized 170,000 - $ - Options granted (530,813) 530,813 $ 5.65 Options forfeited 69,870 (69,870) $ 10.59 Options expired 12,148 (12,148) $ 24.72 Options canceled 320,700 (320,700) $ 12.99 Restricted Stock granted (39,427) 39,427 $ 3.86 Restricted Stock vested - (39,427) $ 3.86 Balance at December 31, 2015 71,431 369,887 $ 4.64 Authorized 250,000 - $ - Options granted (305,000) 305,000 $ 1.41 Options forfeited 153,095 (153,095) $ 3.10 Options expired 5,520 (7,020) $ 34.72 Balance at December 31, 2016 175,046 514,772 $ 2.77 Total vested and expected to vest shares (options) 514,772 $ 2.77 Total vested shares (options) 181,337 $ 4.73 |
Outstanding options | The following table summarizes information with respect to stock options outstanding at December 31, 2016: Options Outstanding Options Vested Weighted- Weighted- Average Weighted- Average Exercise Remaining Average Exercise Price Per Shares Contractual Exercise Shares Price Per Share Outstanding Life (Years) Price Exercisable Share $ 1.41 305,000 9.55 $ 1.41 30,210 $ 1.41 $ 3.10 182,528 8.79 $ 3.10 123,883 $ 3.10 $ 5.60 2,500 0.33 $ 5.60 2,500 $ 5.60 $ 11.40 17,674 0.33 $ 11.40 17,674 $ 11.40 $ 30.40 7,070 0.33 $ 30.40 7,070 $ 30.40 514,772 8.80 $ 2.77 181,337 $ 4.73 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of employee stock options granted was estimated using the following weighted-average assumptions for the twelve months ended December 31: 2016 2015 Expected volatility 68 % 67 % Risk free rate 1.18 % 1.41 % Dividend yield 0 % 0 % Expected term (in years) 5.70 5.57 |
Schedule Of Stock Based Compensation Of Employees And Non Employees | Stock-based compensation for employees and non-employees related to options and RSAs recognized: For the twelve months ended For the twelve months ended December 31, 2016 December 31, 2015 General and administrative $ 566,677 $ 1,147,374 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income tax expense (benefit) | Income tax provision/(benefit) was comprised of the following: 2016 2015 Current Federal $ - $ - State 4,872 (14,041) $ 4,872 $ (14,041) Deferred Federal $ - $ - State - - $ - $ - Expense/(benefit) $ 4,872 $ (14,041) |
Reconciliation | A reconciliation of the statutory federal income tax rate to the effective tax rate for the years ended December 31 was as follows: 2016 2015 Statutory federal income tax rate 34 % 34 % State income taxes (net of federal benefit) 0 0 Impact of Section 382 limitation (125.43) 0 Stock compensation (2.37) (1.37) Other permanent differences (0.01) (0.04) True ups 5.75 (10.20) Change in valuation allowance 88.05 (22.27) Total 0.01 % 0.12 % |
Deferred tax effects | The components of the net deferred tax assets and liabilities are as follows: 2016 2015 Deferred Tax Assets: Accrued Liabilities $ 941,333 $ 1,361,612 Intangibles 2,381,431 2,476,386 Fixed Assets 10,821 6,686 NOL and Credit Carryforwards 3,585,768 10,331,722 Deferred Revenue 423,786 - Allowance for Doubtful Accounts - 7,599 Gross Deferred Tax Asset 7,343,139 14,184,005 Valuation Allowance (7,250,291) (14,052,737) Net Deferred Tax Assets 92,848 131,268 Deferred Tax Liabilities: Acquired Contracts Intangibles (92,848) (131,268) Gross Deferred Liabilities (92,848) (131,268) Net Deferred Tax Assets (Liabilities) $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum annual lease payments | Rent expense is recognized on a straight line basis. The future minimum payments related to this lease are as follows: Years ending December 31: 2017 68,587 Total $ 68,587 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per share is calculated using the weighted average number of shares outstanding as follows (in thousands, except per share amounts): Year Ended December 31, 2016 2015 Net loss attributable to common shareholders $ (8,196,902) $ (11,733,549) Basic and diluted: Weighted average shares outstanding 6,144,778 3,586,741 Less weighted average unvested restricted shares outstanding (24,014) (143,372) Shares used in calculation of basic and diluted net loss per common share 6,120,764 3,443,369 Net loss per common share: Basic and diluted $ (1.34) $ (3.41) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 27, 2017 | |
Summary of Significant Accounting Policies [Line Items] | |||
Working Capital Net Amount | $ 9,983,005 | ||
Net Income (Loss) Attributable to Parent, Total | (7,730,235) | $ (11,733,549) | |
Retained Earnings (Accumulated Deficit), Total | (63,003,664) | (54,806,762) | |
Finite-Lived Intangible Assets, Gross | 11,893,745 | 11,893,745 | |
Guaranteed Benefit Liability, Net | 2,200,000 | ||
Employee-related Liabilities, Current | 2,300,000 | ||
Maintenance Costs | 500,000 | ||
Other Cost and Expense, Operating | 1,300,000 | ||
Proceeds from Issuance of Common Stock | 6,310,619 | 1,835,000 | |
Estimated Capital Expenditure | 4,100,000 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | 5,221,997 | 0 | |
eOn Communications Systems Inc [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
License and Services Revenue | 359,000 | ||
Convertible Preferred Stock [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Proceeds from Issuance of Preferred Stock and Preference Stock | 1,500,000 | ||
Senior Debt Agreement [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Proceeds from Lines of Credit | 1,126,900 | ||
Subsequent Event [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Cash | $ 423,221 | ||
Patents [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 11,893,745 | $ 11,893,745 | |
Proceeds from Sale of Intangible Assets | $ 7,550,000 | ||
Minimum [Member] | Patents [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Property plant and equipments estimated useful lives of assets | 7 years | ||
Maximum [Member] | Patents [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Property plant and equipments estimated useful lives of assets | 10 years |
Patents - Additional Informatio
Patents - Additional Information (Detail) | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 1,510,977 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 1,510,977 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 1,510,977 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 1,510,977 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 1,481,270 |
Patents (Detail)
Patents (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Gross Carrying Amount | $ 11,893,745 | $ 11,893,745 |
Accumulated Amortization | (4,734,804) | (3,223,824) |
Net Carrying Amount | $ 7,158,941 | $ 8,669,921 |
Patents [Member] | ||
Weighted Average Useful Life | 5 years 10 months 24 days | 6 years 10 months 24 days |
Gross Carrying Amount | $ 11,893,745 | $ 11,893,745 |
Accumulated Amortization | (4,734,804) | (3,223,824) |
Net Carrying Amount | $ 7,158,941 | $ 8,669,921 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Jan. 21, 2016 | Jan. 31, 2014 |
Fair Value Disclosure [Line Items] | ||
Purchase of warrants to common stock | $ 23,858 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.79 | $ 30.40 |
Adjusted Exercise Price Of Warrants | $ 22.70 |
Fair Value Measurements (Detail
Fair Value Measurements (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | $ 0 | $ 4,145 |
Common stock warrants [Member] | ||
Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 4,145 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Common stock warrants [Member] | ||
Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Common stock warrants [Member] | ||
Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 4,145 |
Fair Value, Inputs, Level 3 [Member] | Common stock warrants [Member] | ||
Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | $ 0 | $ 4,145 |
Fair Value Measurements (Deta32
Fair Value Measurements (Detail 1) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Of Derivative Liability [Line Items] | |
Expected volatility | 60.00% |
Risk free rate | 1.31% |
Dividend yield | 0.00% |
Expected term (in years) | 3 years 26 days |
Fair Value Measurements (Deta33
Fair Value Measurements (Detail 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Convertible Notes Payable [Member] | ||
Fair Value Disclosure [Line Items] | ||
Balance beginning | $ 0 | $ 0 |
Fair value at issuance | 0 | |
Change in fair value | 0 | 0 |
Balance ending | 0 | 0 |
Series A-1 Preferred Stock [Member] | ||
Fair Value Disclosure [Line Items] | ||
Balance beginning | 0 | 0 |
Fair value at issuance | 0 | |
Change in fair value | 0 | 0 |
Balance ending | 0 | 0 |
Common stock warrants [Member] | ||
Fair Value Disclosure [Line Items] | ||
Balance beginning | 4,145 | 30,278 |
Fair value at issuance | 41,306 | |
Change in fair value | (4,145) | (67,439) |
Balance ending | $ 0 | $ 4,145 |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 26, 2015 | Oct. 01, 2014 | Sep. 23, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 21, 2016 | Jan. 31, 2014 | |
Borrowing Arrangements [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.79 | $ 30.40 | |||||
Proceeds from (Repayments of) Related Party Debt | $ (50,000) | $ (100,000) | |||||
Repayments of Senior Debt | $ 1,640,016 | 2,147,000 | |||||
National Securities Corporation [Member] | |||||||
Borrowing Arrangements [Line Items] | |||||||
Share Price | $ 20 | ||||||
Debt Instrument, Fee Amount | $ 330,000 | ||||||
Stock Issued During Period, Shares, New Issues | 24,750 | ||||||
Fair Value Adjustment of Warrants | $ 153,759 | ||||||
Senior Debt Agreement [Member] | |||||||
Borrowing Arrangements [Line Items] | |||||||
Proceeds from Issuance of Senior Long-term Debt | $ 11,137,753 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.54 | ||||||
Share Price | $ 11.40 | ||||||
Gross Proceeds From Senior Long Term Debt | 12,199,500 | ||||||
Contract Claims Description | the Company was required to apply, towards its obligations pursuant to the Senior Notes, 86% of the difference between (a) any revenues generated from the Monetization Revenue less (b) any litigation or licensing related third party expenses (including fees paid to the original patent owners) reasonably incurred by the Company to earn Monetization Revenue, subject to certain limits (such difference defined as Monetization Net Revenues). | ||||||
Revenue Recognition Under Agreement Description | the Company granted to the purchasers identified in the Senior Debt Agreement (the Revenue Participants) a right to receive a portion of the Companys Monetization Revenues totaling $11,284,538 (the Revenue Stream). | ||||||
Revenue Recognition of Participants Under Proportionate Share Agreement Description | The Revenue Participants proportionate share is equal to 75% of Monetization Net Revenues until $5,000,000 has been paid to the Revenue Participants, then 50% of Monetization Net Revenues until the remaining $6,284,538 has been paid to the Revenue Participants. All Revenue Stream Payments will be payable on a monthly basis in arrears. The rights of the Revenue Participants to the Revenue Stream are secured by all of the Companys current patent assets and the Cash Collateral Account, in each case junior in priority to the rights of the Note Purchasers. In connection with the Revenue Participants right to receive a portion of the Companys Monetization Revenues, the Company has recorded a net liability of $3,948,153, which represents the amount of the expected Monetization Revenues, discounted 18% over the expected life of the revenue share agreement. In conjunction with an amendment to the Amended Senior Debt Agreement dated March 1, 2016, the Company determined that the change in expected cash flows was greater than 10% as compared to the previous agreement and, therefore, a debt extinguishment was deemed to have occurred. When recording the new present value of the debt and revenue share, which was computed using a discount rate of 18%, a gain on debt extinguishment of $2,434,661 was recognized in the twelve-month period ended December 31, 2016. The Revenue Stream payment terms described in this paragraph were superseded by the terms of the Restructuring Agreement, as more fully explained below. | ||||||
Warrants To Purchase Common Stock | 50,000 | ||||||
Payments of Debt Issuance Costs | $ 476,868 | ||||||
Debt Instrument Restructuring Agreement, Description | (i) first, to pay for certain third party expenses incurred by the Company, the Managing Member or third party brokers in relation to the Monetization Activities, (ii) second, to pay up to $2.2 million of the Companys outstanding principal debt to a third party from whom the Company previously purchased certain Patents, in the event any Monetization Activity is directly attributable to those certain Patents, (iii) third, if a Monetization Activity triggers a payment with respect to a retained interest owed to a party from whom the Company originally purchased the Patents, payment will be made to such prior owner, as required, (iv) fourth, to the Managing Member until the Managing Member has received (x) reimbursement of any amounts advanced by the Managing Member pursuant to the Restructuring Agreement plus 20% annual interest on such advances plus (y) $30.5 million less any amounts paid to the Managing Member for the Note Obligations under the Revenue Sharing and Note Purchase Agreement after December 22, 2016, and (v) fifth, after all of the foregoing payment obligations are satisfied, 70% to the Managing Member and 30% to the Company. | ||||||
Senior Debt Agreement [Member] | Common Stock [Member] | |||||||
Borrowing Arrangements [Line Items] | |||||||
Share Price | $ 20 | ||||||
Stock Issued During Period, Shares, New Issues | 50,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | ||||||
Chief Executive Officer [Member] | Share Purchase Agreement [Member] | |||||||
Borrowing Arrangements [Line Items] | |||||||
Due to Related Parties | $ 50,000 | ||||||
Repayments of Related Party Debt | 50,000 | $ 100,000 | |||||
Joseph W. Beyers [Member] | Share Purchase Agreement [Member] | |||||||
Borrowing Arrangements [Line Items] | |||||||
Share Price | $ 4.60 | $ 21.40 | $ 4.60 | ||||
Stock Issued During Period, Shares, Other | 23,364 | ||||||
Stock Issued During Period, Value, Other | $ 500,000 | $ 6,000,000 | |||||
Proceeds from (Repayments of) Related Party Debt | 300,000 | ||||||
Due to Related Parties | $ 300,000 | ||||||
Proceeds from Issuance or Sale of Equity | $ 100,000 | ||||||
Stock Issued During Period, Shares, New Issues | 21,740 | ||||||
Fortress Notes [Member] | |||||||
Borrowing Arrangements [Line Items] | |||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 7% (total interest rate of 8.69%). In addition, a 3% per annum paid-in-kind (PIK) interest will be paid by increasing the principal amount of the Senior Notes by the amount of such interest. The PIK interest shall be treated as principal of theSenior Notes for all purposes of interest accrual or calculation of any premium payment. In connection with the execution of the Senior DebtAgreement, the Company paid to the Note Purchasers a structuring fee equal to $385,000, which was accounted for as a discount on notes payable. | ||||||
Repayments of Senior Debt | $ 3,787,016 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.69% | ||||||
Fortress Notes [Member] | Senior Debt Agreement [Member] | |||||||
Borrowing Arrangements [Line Items] | |||||||
Contract Claims Description | the Company was required to apply, towards its obligations pursuant to the Senior Notes, 86% of the difference between (a) any revenues generated from the Monetization Revenue less (b) any litigation or licensing related third party expenses (including fees paid to the original patent owners) reasonably incurred by the Company to earn Monetization Revenue, subject to certain limits (such difference defined as Monetization Net Revenues). If Monetization Net Revenue was applied to outstanding principal of the Senior Notes (defined as Mandatory Prepayments), such Mandatory Prepayments were not subject to the prepayment premium described above. To the extent that any obligations under the Senior Notes were past due, including if such payments were past due as a result of an Acceleration of the Senior Notes or certain conditions of breach or alleged breach had occurred, the percentage would have increased from 86% to 100%. The terms described in this paragraph will be superseded by the terms of the Restructuring Agreement upon the assignment of the Patents to INVT SPE, as more fully explained below. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Oct. 12, 2016USD ($)$ / sharesshares | May 13, 2016USD ($)$ / sharesshares | Nov. 01, 2014USD ($)$ / sharesshares | Jul. 21, 2016USD ($)$ / sharesshares | May 31, 2016USD ($) | May 16, 2016USD ($)$ / sharesshares | Jan. 21, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Jan. 31, 2014USD ($)$ / sharesshares | Oct. 31, 2016shares | Oct. 31, 2016USD ($)shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||||||||||
Common Stock, Shares Authorized | shares | 100,000,000 | 100,000,000 | |||||||||||
Preferred Stock, Shares Authorized | shares | 10,000,000 | 10,000,000 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,416,668 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.79 | $ 30.40 | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Proceeds from Issuance of Common Stock | $ 6,310,619 | $ 1,835,000 | |||||||||||
Payments for Repurchase of Preferred Stock and Preference Stock | 3,837,400 | $ 0 | |||||||||||
Stock Redeemed or Called During Period, Value | 3,837,400 | ||||||||||||
Percentage of Investors Subscription Amount | 85.00% | ||||||||||||
Commission Of Placement Agent, Percentage | 10.00% | ||||||||||||
Commission Of Placement Agent, Value | $ 250,000 | ||||||||||||
Convertible Preferred Stock, Terms of Conversion | conversion price equal to the lesser of (a) $2.005 per share, or (b) 65% of the volume weighted average price of our common stock for ten consecutive days prior to the applicable conversion date). | ||||||||||||
Purchase Agreement 2016 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.005 | ||||||||||||
Percentage Of Common Stock Purchased By Each Purchaser | 100.00% | ||||||||||||
Series D Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 369 | ||||||||||||
Proceeds from Contributions from Affiliates | $ 144,000 | ||||||||||||
Ladenburg Thalmann Co. Inc [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 5,762 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.75 | ||||||||||||
Cash Paid To Placement Agent | $ 106,000 | ||||||||||||
Additional Cash paid to Placement Agent | $ 50,000 | ||||||||||||
Additional Class Of Warrant Or Right Issued | shares | 10,870 | ||||||||||||
Chardan Capital Markets [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Cash Paid To Placement Agent | $ 116,932 | ||||||||||||
Investor [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Legal Fees | 50,000 | ||||||||||||
Payments for Underwriting Expense | $ 25,000 | ||||||||||||
Senior Debt Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.54 | ||||||||||||
Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 2.005 | $ 4.60 | |||||||||||
Proceeds from Issuance of Common Stock | $ 1,300,000 | $ 2,150,000 | |||||||||||
Stock Issued During Period, Shares, New Issues | shares | 648,000 | 467,392 | |||||||||||
Public Offering [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 6,000,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 | ||||||||||||
Proceeds from Issuance or Sale of Equity | $ 6,000,000 | ||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 1 | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 6,000,000 | ||||||||||||
Proceeds from Issuance Initial Public Offering | $ 5,100,000 | ||||||||||||
Payments for Repurchase of Preferred Stock and Preference Stock | 1,300,000 | ||||||||||||
Payments for Operating Activities | $ 3,800,000 | ||||||||||||
Percentage Of Increase In Preferred Stock Redemption Premium | 15.00% | ||||||||||||
Warrant [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 23,858 | ||||||||||||
Fair Value Adjustment of Warrants | $ 164,196 | $ 348,963 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 20.70 | $ 30.40 | |||||||||||
Warrants To Purchase Shares Of Common Stock | shares | 27,750 | ||||||||||||
Warrant [Member] | Senior Debt Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 22.70 | ||||||||||||
July 2016 Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Reduction In Exercise Price Of Warrants | $ / shares | $ 1.43 | ||||||||||||
May 2016 Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Reduction In Exercise Price Of Warrants | $ / shares | $ 1.86 | ||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from Issuance Initial Public Offering | $ 3,800,000 | ||||||||||||
Preferred Stock, Shares Outstanding | shares | 5 | 0 | |||||||||||
Series E Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from Issuance Initial Public Offering | $ 3,800,000 | ||||||||||||
Preferred Stock Dividends, Income Statement Impact | $ 466,667 | ||||||||||||
Stock Redeemed or Called During Period, Value | $ 2,474 | ||||||||||||
Stock Redeemed or Called During Period, Shares | shares | 3,837,400 | ||||||||||||
Preferred Stock Redemption Premium | $ 1,363,400 | ||||||||||||
Preferred Stock, Redemption Terms | the Series E Preferred Stock is redeemable at the option of the Company at 170% of the then outstanding conversion amount, and is convertible into common stock at a conversion price equal to the lesser of (a) $2.005 per share, or (b) 65% of the volume weighted average price of our common stock for ten consecutive days prior to the applicable conversion date). The Series E Purchase Agreement required the Company to hold a special meeting of stockholders to seek the approval of the holders of its common stock for the issuance of the number of shares of common stock issuable upon the conversion of the Series E Preferred Stock in excess of 19.99% of the outstanding Common Stock within 120 days of the execution of the Purchase Agreement (the Shareholder Approval). The Company obtained Shareholder Approval on March 8, 2017. | ||||||||||||
Preferred Stock, Shares Outstanding | shares | 3,000 | 0 | |||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock Redeemed or Called During Period, Value | $ 3 | ||||||||||||
Stock Redeemed or Called During Period, Shares | shares | 2,474 | ||||||||||||
Conversion of Stock, Description | common stock issuable upon the conversion of the Series C Preferred Stock in excess of 19.99% of the outstanding Common Stock and the removal of the adjustment floor within 120 days of the execution of the Purchase Agreement (the “Shareholder Approval”). The Company obtained Shareholder Approval on June 28, 2016. Additionally, until the Series C Preferred Stock is no longer outstanding, the Series C Investors may participate in future offerings for up to 50% of the amount of such offerings. | ||||||||||||
Series C Preferred Stock [Member] | Private Placement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 1,000 | ||||||||||||
Conversion of Stock, Shares Converted | shares | 1,666,668 | 21 | |||||||||||
Stock Issued During Period, Shares, New Issues | shares | 2,500 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,500,000 | ||||||||||||
Conversion Price Per Share | $ / shares | $ 1.50 | ||||||||||||
Series E Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 1,000 | ||||||||||||
Conversion of Stock, Shares Converted | shares | 1,496,262 | ||||||||||||
Proceeds from Issuance Initial Public Offering | $ 3,000,000 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,000,000 | ||||||||||||
Conversion Price Per Share | $ / shares | $ 2.005 | ||||||||||||
Conversion of Stock, Description | The Series E Purchase Agreement required the Company to hold a special meeting of stockholders to seek the approval of the holders of its common stock for the issuance of the number of shares of common stock issuable upon the conversion of the Series E Preferred Stock in excess of 19.99% of the outstanding Common Stock within 120 days of the execution of the Purchase Agreement (the “Shareholder Approval”). The Company obtained Shareholder Approval on March 8, 2017. | ||||||||||||
Preferred Stock, Redemption Terms | The Company used part of the proceeds from the sale of Series E Preferred Stock to redeem 70% of the outstanding Series C Preferred Stock. In addition, pursuant to the terms of the Series E Agreement, each of the Series C Investors was entitled to receive an additional premium such that the aggregate redemption amount is 162% of the stated value of the Series C Preferred Stock for the first 60 days after the date of the Series E Purchase Agreement and 180% thereafter. | ||||||||||||
Series E Preferred Stock [Member] | Private Placement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 3,000 | ||||||||||||
Series D Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.87 | ||||||||||||
Percentage of Investors Subscription Amount | 85.00% | ||||||||||||
Preferred Stock Convertible Conversion Price | 1.98 | ||||||||||||
Preferred Stock, Redemption Terms | The Company may redeem some or all of the Series D Preferred Stock for cash in an amount equal to 135% of the aggregate stated value then outstanding. | ||||||||||||
Series D Preferred Stock [Member] | Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 369,000 | ||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 1,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common Stock, Shares Authorized | shares | 110,000,000 |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) | Dec. 31, 2016shares |
Shares Of Common Stock Reserved For Future Issuance [Line Items] | |
Options to purchase common stock | 514,772 |
Shares reserved for issuance | 12,991,631 |
Warrants | |
Shares Of Common Stock Reserved For Future Issuance [Line Items] | |
Shares reserved for issuance | 10,615,849 |
2014 Stock Plan | |
Shares Of Common Stock Reserved For Future Issuance [Line Items] | |
Shares reserved for issuance | 175,046 |
Series C Convertible Preferred Stock [Member] | |
Shares Of Common Stock Reserved For Future Issuance [Line Items] | |
Convertible preferred stock | 3,335 |
Series D Convertible Preferred Stock [Member] | |
Shares Of Common Stock Reserved For Future Issuance [Line Items] | |
Convertible preferred stock | 186,367 |
Series E Convertible Preferred Stock [Member] | |
Shares Of Common Stock Reserved For Future Issuance [Line Items] | |
Convertible preferred stock | 1,496,262 |
Stockholders' Equity (Detail 1)
Stockholders' Equity (Detail 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Series C Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Original Issue Price | $ 1,000 | |
Shares Designated | 2,500 | |
Shares Originally Issued | 2,500 | |
Shares Outstanding | 5 | |
Liquidation Preference | $ 5,000 | $ 0 |
Series D Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Original Issue Price | $ 1,000 | |
Shares Designated | 750 | |
Shares Originally Issued | 369 | |
Shares Outstanding | 369 | |
Liquidation Preference | $ 369,000 | 0 |
Series E Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Original Issue Price | $ 1,000 | |
Shares Designated | 3,000 | |
Shares Originally Issued | 3,000 | |
Shares Outstanding | 3,000 | |
Liquidation Preference | $ 3,000,000 | $ 0 |
Stockholders' Equity (Detail 2)
Stockholders' Equity (Detail 2) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | shares | 10,615,849 |
Remaining Contractual Life (years) | 4 years 9 months 14 days |
Weighted Average Exercise | $ / shares | $ 1.51 |
Warrant One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | shares | 6,000,000 |
Remaining Contractual Life (years) | 4 years 9 months 11 days |
Weighted Average Exercise | $ / shares | $ 1 |
Warrant Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | shares | 1,000,000 |
Remaining Contractual Life (years) | 6 years 7 months 20 days |
Weighted Average Exercise | $ / shares | $ 2.005 |
Warrant Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | shares | 1,271,826 |
Remaining Contractual Life (years) | 4 years 6 months 22 days |
Weighted Average Exercise | $ / shares | $ 2.005 |
Warrant Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | shares | 648,000 |
Remaining Contractual Life (years) | 4 years 4 months 17 days |
Weighted Average Exercise | $ / shares | $ 2.01 |
Warrant Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | shares | 158,416 |
Remaining Contractual Life (years) | 4 years 4 months 13 days |
Weighted Average Exercise | $ / shares | $ 1.87 |
Warrant Six [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | shares | 1,416,668 |
Remaining Contractual Life (years) | 4 years 22 days |
Weighted Average Exercise | $ / shares | $ 1.79 |
Warrant Seven [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | shares | 50,000 |
Remaining Contractual Life (years) | 5 years 1 month 28 days |
Weighted Average Exercise | $ / shares | $ 2.54 |
Warrant Eight [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | shares | 10,870 |
Remaining Contractual Life (years) | 3 years 3 months 7 days |
Weighted Average Exercise | $ / shares | $ 4.60 |
Warrant Nine [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | shares | 5,762 |
Remaining Contractual Life (years) | 3 years 3 months 7 days |
Weighted Average Exercise | $ / shares | $ 5.75 |
Warrant Ten [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | shares | 27,449 |
Remaining Contractual Life (years) | 3 years 1 month 13 days |
Weighted Average Exercise | $ / shares | $ 20 |
Warrant Eleven [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | shares | 23,858 |
Remaining Contractual Life (years) | 2 years 29 days |
Weighted Average Exercise | $ / shares | $ 22.70 |
Warrant Twelve [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | shares | 3,000 |
Remaining Contractual Life (years) | 9 months 29 days |
Weighted Average Exercise | $ / shares | $ 26.60 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 30, 2016 | Oct. 16, 2015 | Sep. 30, 2015 | Mar. 25, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, capital shares reserved for future issuance | 12,991,631 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,413,904 | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 8 years 9 months 18 days | ||||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, options, forfeitures in period | 153,095 | 69,870 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 305,000 | 530,813 | |||||
2013 Stock 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, period for recognition | 1 year 7 months 17 days | ||||||
Non-employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | $ 248,227 | $ 314,505 | |||||
Non employee service share based compensation nonvested awards total compensation cost not yet recognized period for recognition1 | $ 443,362 | ||||||
2013 Stock Plan [Member] | Board of Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, capital shares reserved for future issuance | 360,545 | ||||||
2014 Stock Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 177,446 | 143,266 | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ 6.90 | $ 20.50 | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 38.50 | $ 38.50 | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 10 years | 10 years | |||||
Share Based Compensation Arrangement By Share Based Payment Award Shares Available For Grant Addition to Twenty Fifteen Stock Plan In Period | 250,000 | 170,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms | The exercise price of an option cannot be less than the fair value of one share of common stock on the date of grant for incentive stock options or non-statutory stock options. The exercise price of an incentive stock option cannot be less than 110% of the fair value of one share of common stock on the date of grant for stockholders owning more than 10% of all classes of stock. Options are exercisable over periods not to exceed ten years (five years for incentive stock options granted to holders of 10% or more of the voting stock) from the grant date. Options may be granted with vesting terms as determined by the Board of Directors which generally include a one to five-year period or performance conditions or both. The pre-existing options were subsumed under the Plan. | ||||||
2014 Stock Plan [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | 4 years | |||||
2014 Stock Plan [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 1 year | |||||
Stock option one [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 142,063 | 126,985 | |||||
Stock option one [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 3 years 1 month 6 days | ||||||
Stock option one [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 2 years 1 month 6 days | ||||||
Stock Option Two [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage for closing price of common stock | 48.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 35,383 | 16,282 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 3.10 | $ 11.40 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Options granted | 1,413,904 | |
Weighted Average Exercise Price Per share, End of year | $ 2.77 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Available for Grant, Beginning of year | 71,431 | 68,953 |
Shares Available For Grant, Authorized | 250,000 | 170,000 |
Shares Available For Grant, Options granted | (305,000) | (530,813) |
Shares Available For Grant, Options forfeited | 153,095 | 69,870 |
Shares Available For Grant, Options expired | 5,520 | 12,148 |
Shares Available For Grant, Options canceled | 320,700 | |
Shares Available For Grant, Restricted Stock granted | (39,427) | |
Shares Available For Grant, Restricted Stock vested | 0 | |
Shares Available for Grant, End of year | 175,046 | 71,431 |
Number of Shares, Beginning of Year | 369,887 | 241,792 |
Number of Shares, Authorized | 0 | 0 |
Number of Shares, Options granted | 305,000 | 530,813 |
Number Of Shares, Options forfeited | (153,095) | (69,870) |
Number Of Shares, Options expired | (7,020) | (12,148) |
Number Of Shares, Options canceled | (320,700) | |
Number of Shares, Restricted Stock granted | 39,427 | |
Number of Shares, Restricted Stock vested | (39,427) | |
Number of Shares, End of Year | 514,772 | 369,887 |
Number of Shares, Total vested and expected to vest shares (options) | 514,772 | |
Number of Shares, Total vested shares (options) | 181,337 | |
Weighted Average Exercise Price Per share, Beginning of year | $ 4.64 | $ 25.9 |
Weighted Average Exercise Price Per Share, Authorized | 0 | 0 |
Weighted Average Exercise Price Per Share, Options granted | 1.41 | 5.65 |
Weighted Average Exercise Price Per Share, Options forfeited | 3.1 | 10.59 |
Weighted Average Exercise Price Per Share, Options expired | 34.72 | 24.72 |
Weighted Average Exercise Price Per Share, Options canceled | 12.99 | |
Weighted Average Exercise Price Per Share, Restricted Stock granted | 3.86 | |
Weighted Average Exercise Price Per Share, Restricted Stock vested | 3.86 | |
Weighted Average Exercise Price Per share, End of year | 2.77 | $ 4.64 |
Weighted Average Exercise Price Per Share, Total vested and expected to vest shares (options) | 2.77 | |
Weighted Average Exercise Price Per Share, Total vested shares (options) | $ 4.73 |
Stock-Based Compensation (Det41
Stock-Based Compensation (Detail 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 21, 2016 | Jan. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price Per Share | $ 1.79 | $ 30.40 | |
Outstanding Options, Shares | 514,772 | ||
Outstanding Options, Weighted- Average Remaining Contractual Life (Years) | 8 years 9 months 18 days | ||
Weighted Average- Exercise Price | $ 2.77 | ||
Exercisable Options, Shares | 181,337 | ||
Exercisable Options, Weighted- Average Exercise Price Per Share | $ 4.73 | ||
Range of Exercise Prices - Range 1 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price Per Share | $ 1.41 | ||
Outstanding Options, Shares | 305,000 | ||
Outstanding Options, Weighted- Average Remaining Contractual Life (Years) | 9 years 6 months 18 days | ||
Weighted Average- Exercise Price | $ 1.41 | ||
Exercisable Options, Shares | 30,210 | ||
Exercisable Options, Weighted- Average Exercise Price Per Share | $ 1.41 | ||
Range of Exercise Prices - Range 2 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price Per Share | $ 3.10 | ||
Outstanding Options, Shares | 182,528 | ||
Outstanding Options, Weighted- Average Remaining Contractual Life (Years) | 8 years 9 months 14 days | ||
Weighted Average- Exercise Price | $ 3.10 | ||
Exercisable Options, Shares | 123,883 | ||
Exercisable Options, Weighted- Average Exercise Price Per Share | $ 3.10 | ||
Range of Exercise Prices - Range 3 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price Per Share | $ 5.60 | ||
Outstanding Options, Shares | 2,500 | ||
Outstanding Options, Weighted- Average Remaining Contractual Life (Years) | 3 months 29 days | ||
Weighted Average- Exercise Price | $ 5.60 | ||
Exercisable Options, Shares | 2,500 | ||
Exercisable Options, Weighted- Average Exercise Price Per Share | $ 5.60 | ||
Range of Exercise Prices - Range 4 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price Per Share | $ 11.40 | ||
Outstanding Options, Shares | 17,674 | ||
Outstanding Options, Weighted- Average Remaining Contractual Life (Years) | 3 months 29 days | ||
Weighted Average- Exercise Price | $ 11.40 | ||
Exercisable Options, Shares | 17,674 | ||
Exercisable Options, Weighted- Average Exercise Price Per Share | $ 11.40 | ||
Range of Exercise Prices - Range 5 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price Per Share | $ 30.40 | ||
Outstanding Options, Shares | 7,070 | ||
Outstanding Options, Weighted- Average Remaining Contractual Life (Years) | 3 months 29 days | ||
Weighted Average- Exercise Price | $ 30.40 | ||
Exercisable Options, Shares | 7,070 | ||
Exercisable Options, Weighted- Average Exercise Price Per Share | $ 30.40 |
Stock-Based Compensation (Det42
Stock-Based Compensation (Detail 2) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 68.00% | 67.00% |
Risk free rate | 1.18% | 1.41% |
Dividend yield | 0.00% | 0.00% |
Expected term (in years) | 5 years 8 months 12 days | 5 years 6 months 25 days |
Stock-Based Compensation (Det43
Stock-Based Compensation (Detail 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating expenses | ||
General and administrative | $ 566,677 | $ 1,147,374 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2014 | |
Income Tax [Line Items] | ||||
Income Tax Expense (Benefit) | $ 4,872 | $ (14,041) | ||
Operating Loss Carryforwards | $ 55,500,000 | $ 11,100,000 | ||
Operating Loss Carry Forwards Expiration Description | expiring beginning in 2021 for federal and 2016 for California. | |||
Deferred Tax Assets Net Operating Income Loss Carry Forwards | $ 30,400,000 | |||
Liability for Uncertain Tax Positions, Current | $ 0 | |||
Domestic Tax Authority [Member] | ||||
Income Tax [Line Items] | ||||
Net Operating Loss Carryforward Period Increase Decrease | $ 9,600,000 | |||
Foreign Tax Authority [Member] | ||||
Income Tax [Line Items] | ||||
Net Operating Loss Carryforward Period Increase Decrease | $ 5,500,000 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 4,872 | (14,041) |
Current Total | 4,872 | (14,041) |
Deferred | ||
Federal | 0 | 0 |
State | 0 | 0 |
Deferred Total | 0 | 0 |
Expense/(benefit) | $ 4,872 | $ (14,041) |
Income Taxes (Detail 1)
Income Taxes (Detail 1) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax [Line Items] | ||
Statutory federal income tax rate | 34.00% | 34.00% |
State income taxes (net of federal benefit) | 0.00% | 0.00% |
Impact of Section 382 limitation | (125.43%) | 0.00% |
Stock compensation | (2.37%) | (1.37%) |
Other permanent differences | (0.01%) | (0.04%) |
True ups | 5.75% | (10.20%) |
Change in valuation allowance | 88.05% | (22.27%) |
Total | 0.01% | 0.12% |
Income Taxes (Detail 2)
Income Taxes (Detail 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Assets: | ||
Accrued Liabilities | $ 941,333 | $ 1,361,612 |
Intangibles | 2,381,431 | 2,476,386 |
Fixed Assets | 10,821 | 6,686 |
NOL and Credit Carryforwards | 3,585,768 | 10,331,722 |
Deferred Revenue | 423,786 | 0 |
Allowance for Doubtful Accounts | 0 | 7,599 |
Gross Deferred Tax Asset | 7,343,139 | 14,184,005 |
Valuation Allowance | (7,250,291) | (14,052,737) |
Net Deferred Tax Assets | 92,848 | 131,268 |
Deferred Tax Liabilities: | ||
Acquired Contracts Intangibles | (92,848) | (131,268) |
Gross Deferred Liabilities | (92,848) | (131,268) |
Net Deferred Tax Assets (Liabilities) | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2016 | Jan. 31, 2016 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 01, 2015 | |
Commitments and Contingencies [Line Items] | |||||||
Operating Leases, Rent Expense | $ 108,623 | $ 108,623 | |||||
Guaranteed Benefit Liability, Net | 2,200,000 | ||||||
Guarantee Agreement Two [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Guaranteed Benefit Liability, Net | $ 2,200,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||
Guarantee Agreement Two [Member] | January 31, 2016 [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Payments On Guaranteed Payment Liability | $ 550,000 | ||||||
Guarantee Agreement Two [Member] | July 1, 2016 [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Payments On Guaranteed Payment Liability | $ 1,650,000 | ||||||
Patents [Member] | Guarantee Agreement One [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Future unconditional guarantee paid | $ 18,000,000 | ||||||
Discount Rate | 12.00% | ||||||
Payments On Guaranteed Accrued Interest | 1,000,000 | ||||||
Payments On Deferred Expenses | 16,300,000 | ||||||
Payments On Guaranteed Payment Liability | $ 16,300,000 | ||||||
Patents [Member] | Guarantee Agreement Two [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Guaranteed Benefit Liability, Net | $ 2,000,000 | ||||||
Minimum [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Operating lease rent | $ 9,200 | ||||||
Maximum [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Operating lease rent | $ 9,800 |
Commitments and Contingencies49
Commitments and Contingencies (Detail) | Dec. 31, 2016USD ($) |
Commitments and Contingencies [Line Items] | |
2,017 | $ 68,587 |
Total | $ 68,587 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares shares in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net Loss Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6.8 | 1.1 |
Net Loss Per Share (Detail)
Net Loss Per Share (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net Loss Per Share [Line Items] | ||
Net loss attributable to common shareholders | $ (8,196,902) | $ (11,733,549) |
Basic and diluted: | ||
Weighted average shares outstanding | 6,144,778 | 3,586,741 |
Less weighted average unvested restricted shares outstanding | (24,014) | (143,372) |
Shares used in calculation of basic and diluted net loss per common share | 6,120,764 | 3,443,369 |
Net loss per common share: Basic and diluted | $ 1.34 | $ 3.41 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - $ / shares | 1 Months Ended | ||
Jan. 25, 2017 | Jan. 21, 2016 | Jan. 31, 2014 | |
Subsequent Event [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,416,668 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.79 | $ 30.40 | |
Subsequent Event | Series E Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | ||
Preferred Stock, Redemption Date | Jan. 25, 2017 | ||
Preferred Stock Amended Redemption Date | Mar. 8, 2017 | ||
Class Of Warrant Or Rights Expiration Term | 5 years 6 months | ||
Lock Up Agreement Description | pursuant to which the Series E Stockholders agreed not to sell any common stock obtained upon conversion of the Series E Preferred Stock, until after March 31, 2017, for less than $0.50 per share. | ||
Subsequent Event | Series E Convertible Preferred Stock [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Preferred Stock Redemption Price Percentage | 170.00% | ||
Subsequent Event | Series E Convertible Preferred Stock [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Preferred Stock Redemption Price Percentage | 165.00% |