Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 21, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | MMRGlobal, Inc. | |
Entity Central Index Key | 1,285,701 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 252,370,616 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 0 | $ 0 |
Accounts receivable, less allowances of $215,483 and $215,483 in 2016 and 2015, respectively | 11,744 | 27,934 |
Prepaid expenses and other current assets | 78,014 | 0 |
Total current assets | 89,758 | 27,934 |
Property and equipment, net | 8,346 | 19,071 |
Intangible assets, net | 569,311 | 669,603 |
Total assets | 667,415 | 716,608 |
Current liabilities: | ||
Line of credit, related party | 1,715,646 | 1,002,428 |
Related party payables | 1,920,332 | 1,385,901 |
Compensation payable | 748,160 | 727,509 |
Severance liability | 620,613 | 620,613 |
Accounts payable and accrued expenses | 3,152,583 | 4,420,585 |
Convertible notes payable | 323,749 | 323,749 |
Notes payable, current portion | 382,238 | 369,413 |
Notes payable, related party | 6,743 | 56,743 |
Capital leases payable, current portion | 13,222 | 13,221 |
Total current liabilities | 8,883,286 | 8,920,162 |
Notes payable, noncurrent | 328,133 | 0 |
Total liabilities | 9,211,419 | 8,920,162 |
Commitments and contingencies (See Note 9) | ||
Stockholders' deficit: | ||
Preferred stock - $0.001 per value, 5,000,000 shares authorized, 0 issued and outstanding. | ||
Common stock, $0.001 par value, 1,250,000,000 shares authorized, 250,060,616 and 211,851,177 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 1,099,569 | 1,059,050 |
Additional paid-in capital | 58,938,322 | 57,687,270 |
Accumulated deficit | (68,581,895) | (66,949,874) |
Total stockholders' deficit | (8,544,004) | (8,203,554) |
Total liabilities and stockholders' deficit | $ 667,415 | $ 716,608 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Allowances | $ 215,483 | $ 215,483 |
Stockholders' deficit: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 |
Common stock, shares issued | 250,060,616 | 211,851,177 |
Common stock, shares outstanding | 250,060,616 | 211,851,177 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 26,340 | $ 77,664 | $ 53,595 | $ 138,716 |
Cost of revenues | 49,733 | 45,298 | 167,941 | 179,554 |
Gross profit (loss) | (23,393) | 32,366 | (114,346) | (40,838) |
General and administrative expenses | 297,500 | 383,147 | 1,288,472 | 1,331,644 |
Sales and marketing expenses | 87,575 | 102,504 | 228,136 | 420,199 |
Loss from operations | (408,468) | (453,285) | (1,630,954) | (1,792,681) |
Other income | 27,799 | 8,914 | 191,900 | 60,750 |
Interest and other finance charges, net | (70,857) | (44,629) | (192,967) | (191,355) |
Net loss | $ (451,526) | $ (489,000) | $ (1,632,021) | $ (1,923,286) |
Net loss per share: | ||||
Basic and diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding: | ||||
Basic | 250,587,899 | 178,674,759 | 232,635,531 | 166,083,438 |
Diluted | 250,587,899 | 178,674,759 | 232,635,531 | 166,083,438 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Net loss | $ (1,632,021) | $ (1,923,286) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 111,017 | 217,208 |
Gain on write-off of liabilities | (187,871) | 0 |
Warrants issued for services | 137,528 | 11,170 |
Stock-based compensation | 16,188 | 16,759 |
Common stock issued for services | 0 | 38,199 |
Amortization of loan discount | 0 | 55,780 |
Subtotal - non-cash adjustments | 76,862 | 339,116 |
Effect of changes in: | ||
Accounts receivable | 16,190 | (49,110) |
Prepaid expenses and other current assets | 88,782 | 114,744 |
Accounts payable and accrued expenses | 422,057 | 258,667 |
Related party payables | 534,432 | 519,315 |
Compensation payable | 20,651 | 102,925 |
Deferred revenue | 0 | (11,050) |
Subtotal - net change in operating assets and liabilities | 1,082,112 | 935,491 |
Net cash used in operating activities | (473,047) | (648,679) |
Investing activities: | ||
Purchase of property and equipment | 0 | (1,252) |
Payments for note receivable | (5,452) | 0 |
Net cash used in investing activities | (5,452) | (1,252) |
Financing activities: | ||
Book overdraft | (34,483) | 56,163 |
Proceeds from shares issued for financing activities | 0 | 29,774 |
Proceeds from note payable | 0 | 30,000 |
Payments of note payable | 0 | (30,000) |
Proceeds on line of credit | 512,982 | 254,601 |
Net cash provided by financing activities | 478,499 | 340,538 |
Net increase (decrease) in cash | 0 | (309,393) |
Cash, beginning of period | 0 | 309,393 |
Cash, end of period | 0 | 0 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 93,268 |
Cash paid for income taxes | 0 | 1,675 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of convertible notes into common stock | 0 | 100,800 |
Shares issued for reduction of payables | 387,855 | 299,420 |
Warrants exercised through reduction of payables | 750,000 | 0 |
Conversion of accounts payable to note payable | $ 328,133 | $ 0 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION - Note 1 | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION - Note 1 | NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION MMRGlobal Inc. (referred to herein, unless otherwise indicated, as "MMR," the "Company," the "issuer," "we," "us," and "our") was originally incorporated as Favrille, Inc. ("Favrille") in Delaware in 2000, and since its inception and before the Merger (as defined below), operated as a biopharmaceutical company focused on the development and commercialization of targeted immunotherapies for the treatment of cancer and other diseases of the immune system. In May 2008, Favrille's ongoing Phase 3 registration trial for the FavId vaccine failed to show a statistically significant improvement in the treatment of patients with follicular B-cell Non-Hodgkin's lymphoma. On January 27, 2009, the Company, through MyMedicalRecords, Inc. ("MMR Inc."), what is now our wholly-owned operating subsidiary, conducted a reverse merger with Favrille. Through our wholly-owned operating subsidiary MMR Inc., the Company's primary business is to license and provide secure and easy-to-use online Personal Health Records ("PHR") and MyEsafeDepositBox storage solutions, including a professional offering to physicians' offices and similar organizations known as MMRPro. Starting in 2005, we began filing for patent protection for our PHR products and services, and we now have patents issued, pending, and applied for in numerous countries around the world. As a result, we have evolved from an operating business selling products to also licensing health information technology patents and other intellectual property. In January 2009, as a result of the Merger, we acquired biotech assets and other intellectual property including anti-CD20 antibodies as well as data and samples from the FavId/Specifid vaccine clinical trials for the treatment of B-cell Non-Hodgkin's lymphoma which the Company continues to work towards maximizing the value of those biotech assets including related biotech patents, anti-CD 20 antibodies, and FavId vaccine technologies acquired by MyMedicalRecords, Inc. through the merger with Favrille. We (formerly Favrille) were incorporated in Delaware in 2000, MMR Inc. was incorporated in Delaware in 2005, and both are headquartered in Los Angeles, CA. Principles of Consolidation The consolidated financial statements include the accounts of MMRGlobal, and its wholly-owned subsidiaries MMR and MMR Life Sciences Group, Inc. All intercompany transactions and balances are eliminated upon consolidation. Basis of Presentation We have prepared the accompanying consolidated unaudited financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial statements and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended, or the Exchange Act and Article 8-03 of Regulation S-X promulgated under the Exchange Act. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the three and nine months ended September 30, 2016 are not indicative of the results that may be expected for the fiscal year ending December 31, 2016. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015. Going Concern and Management's Plan As of September 30, 2016, our current liabilities exceeded our current assets by $8.8 million. Furthermore, during the nine months ended September 30, 2016, we incurred losses of $1,632,021, as further explained in Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in Item 2 of Part I of this Quarterly Report on Form 10-Q. At September 30, 2016 and December 31, 2015, we had $0 and $0, respectively, in cash and cash equivalents. Historically, we issued capital stock, sold debt and equity securities and received funds from The RHL Group, Inc. (a significant stockholder that is wholly-owned by our Chairman and Chief Executive Officer, Robert H. Lorsch) to operate our business. Although we received additional funding from The RHL Group pursuant to the Eleventh Amended and Restated Note effective June 6, 2016 (the "Line of Credit"), we will still be required to obtain additional financing in order to meet installment payment obligations and the previously existing obligations under the Line of Credit, which had a balance of $2,953,548 at September 30, 2016 and a total Unpaid Balance (as defined in the Line of Credit) of $3,203,548, which includes amounts borrowed under the Line of Credit, unpaid interest fees, any amounts guaranteed by The RHL Group, and other obligations due The RHL Group pursuant to the terms of the Eleventh Amended and Restated Note and the Security Agreement. As a result of the above, we express uncertainty about our ability to continue as a going concern. The components of the RHL Group Note payable and the related balance sheet presentation as of September 30, 2016 are as follows: $1,715,646, which is included in the Line of Credit, related party; and $1,237,902 related to other obligations due to The RHL Group which are included in related party payables. Management's plan regarding this matter is to, amongst other things, continue to utilize our available Line of Credit with The RHL Group (see Note 3). As of September 30, 2016, under the original terms, we had approximately $1,296,452 remaining as available under The RHL Group Line of Credit, but we are now in default under the line of credit. Additionally, we plan to continue selling additional debt and equity securities, continue to settle our existing liabilities through issuance of equity securities, explore other debt financing arrangements, continue to increase our existing subscriber and affiliate customer base, sell MMRPro products, and continue efforts to license our intellectual property to obtain additional cash flow over the next twelve months. We cannot assure that funds from these sources will be available when needed or, if available, will be on terms favorable to us or to our stockholders. If we raise additional funds or settle liabilities by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If we are unable to utilize our available Line of Credit with The RHL Group or obtain suitable alternative debt or equity financing, our ability to execute our business plan and continue as a going concern may be adversely affected. These matters raise substantial doubt about our ability to continue as a going concern. These financial statements were prepared under the assumption that we will continue as a going concern and do not include any adjustments that might result from the outcome of that uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Note 2 | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Note 2 | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) MANAGEMENT'S USE OF ESTIMATES The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, allowances for doubtful accounts, the valuation of deferred income taxes, tax contingencies, long-lived and intangible assets, valuation of derivative liabilities and stock-based compensation. These estimates are based on historical experience and on various other factors that management believes to be reasonable under the circumstances, although actual results could differ from those estimates. (b) CASH AND CASH EQUIVALENTS We consider cash equivalents to be only those investments that are highly liquid, readily convertible to cash and with maturities of 90 days or less at the purchase date. We maintain our cash in bank deposit accounts that, at times, may exceed federally insured limits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant credit or deposit risk on our cash. We had cash and cash equivalents of $0 and $0 as of September 30, 2016 and December 31, 2015, respectively. (c) TRADE AND OTHER RECEIVABLES Receivables represent claims against third parties that will be settled in cash. The carrying value of receivables, net of an allowance for doubtful accounts, if any, represents their estimated net realizable value. We estimate the allowance for doubtful accounts, if any, based on historical collection trends, type of customer, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, we give further consideration to the collectability of those balances and the allowance is adjusted accordingly. We write off past due receivable balances when collection efforts have been unsuccessful in collecting the amount due. (d) FAIR VALUE OF FINANCIAL INSTRUMENTS ASC 820-10, Fair Value Measurements and Disclosures, We utilize ASC 820-10 for valuing financial assets and liabilities measured on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and generally accepted accounting principles, and expands disclosures about fair value measurements. This standard applies in situations where other accounting pronouncements either permit or require fair value measurements. ASC 820-10 does not require any new fair value measurements. Accounting guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Quoted prices in active markets for identical or similar assets and liabilities. Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. (e) IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLES We account for long-lived assets, which include property and equipment and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with ASC 350-30. ASC 350-30 requires that we review long-lived assets for impairment whenever events or changes in circumstances indicate that we may not recover the carrying amount of an asset. We measure recoverability by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If we determine that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, we recognize an impairment charge to the extent of the difference between the fair value and the asset's carrying amount. Our assessment of the undiscounted future cash flows indicated that the carrying amount of the long-lived and intangible assets are recoverable, therefore, we had no impairment charges during the nine months ended September 30, 2016 and 2015. (f) REVENUE RECOGNITION We generate our revenues from services, which are comprised of providing electronic access to consumer medical records and other vital documents, and from the licensing of our intellectual property and services. We recognize revenue only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and we are reasonably assured of collectability of the resulting receivable. Our subscriber revenues consist of annual and monthly recurring retail subscriptions and usage-based fees, which are primarily paid in advance by credit card, and corporate accounts that are based on either an access-fee or actual number of users, and in each case billed in advance at the beginning of each month of service. We defer the portions of annual recurring subscription fees collected in advance and recognize them on a straight line basis over the subscription period. As part of our ongoing sales and marketing activities, we also offer sell a Personal Health Record Kit through retailers to the extent reasonably possible. We license the rights to use portions of our intellectual property portfolio, which includes certain patent rights essential to the sale of certain PHR products. Licensees typically pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using the Company's licensed intellectual property. License fees are recognized over the estimated period of benefit to the licensee, typically five to fifteen years. The Company earns royalties on such licensed products sold by its licensees at the time that the licensees' sales occur. The Company recognizes royalty revenues based on royalties reported by licensees during the quarter and when other revenue recognition criteria are met. We grant exclusive and non-exclusive licenses for the sale and marketing of our services in international territories in consideration of license fees and ongoing royalties. The royalty fee is usually a percentage of revenue earned by the licensee and there are usually certain minimum guarantees. We defer the recognition of license fee revenues received in advance from international licensees for the grant of the license and recognize them over the period covered by the agreement. We defer the recognition of minimum guaranteed royalty payments received in advance and recognize them over the period to which the royalty relates. We include all such revenues under "License Fees." In those cases where a license agreement contains multiple deliverables, we account for the agreement in accordance with ASC 605-25 - Revenue Recognition - Multiple-Element Arrangements We recognize revenue on sales of our MMRPro system in accordance with ASC 605-25, Revenue Recognition, Multiple-Element Arrangements Our multiple-deliverable arrangements consist solely of our MMRPro product. Deliverables within these arrangements include scanning equipment, various licenses to use third party software, a license to use our proprietary MMRPro application software, installation and training, dedicated telephone lines, secure online storage and warranties. We determined all elements to be separate units of accounting as they have standalone value to the customers and/or they are sold by other vendors on a standalone basis. Delivery of the hardware and certain software elements of these arrangements occur at the inception of the agreement. We deliver installation and training at the inception of the agreement. We also provide software licenses, telephone lines and online secure storage over the three-year term of an MMRPro agreement. We include warranties in the arrangements, however the third party product manufacturer, and not us, is obligated to fulfill such warranties. The third-party warranty contracts are paid in advance and are not refundable. We allocate the revenue derived from these arrangements among all the deliverables. We base such allocation on the relative selling price of each deliverable. With the exception of our proprietary MMRPro application software, we use third party evidence to set the selling prices used for this allocation. In all such cases, third parties sell the same or very similar products. For the MMRPro application software, we estimate the selling price based on recent discussions regarding licensure of that particular application on a standalone basis. To date, we have not licensed this software on a standalone basis. We recognize the allocated revenue for each deliverable in accordance with SEC Staff Accounting Bulletin ("SAB") No. 104, Topic 13: Revenue Recognition Revenue from the licensing of our biotech assets may include non-refundable license and up-front fees, non- refundable milestone payments that are triggered upon achievement of a specific event, and future royalties or lump-sum payments on sales of related products. For agreements that provide for milestone payments, we adopted ASC 605-28-25, Revenue Recognition Milestone Method (g) SHARE-BASED COMPENSATION We account for share-based compensation in accordance with ASC 718-20, Awards Classified as Equity We account for options and warrants issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees We estimate the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. We determine assumptions relative to volatility and anticipated forfeitures at the time of grant. No stock options were granted during the nine months ended September 30, 2016. We valued grants of stock options and warrants during the nine months ended September 30, 2016 using the following assumptions. Expected life in years 2 - 5 Years Stock price volatility 79% Risk free interest rate 0.04 - 1.38% Expected dividends None Forfeiture rate 0% We base the assumptions used in the Black-Scholes models upon the following data: (1) our use of the contractual life of the underlying non-employee warrants as the expected life; the expected life of the employee options used in this calculation is the period of time the options are expected to be outstanding and has been determined based on historical exercise experience; (2) in the absence of an extensive public market for our shares, the expected stock price volatility of the underlying shares over the expected term of the option or warrant was taken at approximately the mid-point of the range for similar companies at the various grant dates; (3) we base the risk free interest rate on published U.S. Treasury Department interest rates for the expected terms of the underlying options or warrants; (4) we base expected dividends on historical dividend data and expected future dividend activity; and (5) we base the expected forfeiture rate on historical forfeiture activity and assumptions regarding future forfeitures based on the composition of current grantees. (h) NET INCOME/LOSS PER SHARE We apply the guidance of ASC 260-10, Earnings Per Share We excluded all potential anti-dilutive common shares from the computation of diluted net loss per common share for the nine months ended September 30, 2016 and 2015 because they were anti-dilutive due to our net loss position. Stock options, warrants and convertible notes excluded from the computation totaled 43,208,730 shares for the nine months ended September 30, 2016 and 33,251,116 shares for the nine months ended September 30, 2015, respectively. (i) RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers In August 2014, the FABS issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis In April 2015, the FASB issued ASU No 2015-3, Simplifying the Presentation of Debt Issuance Costs. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued AS 2016-10, Revenue from Contracts with Customers (Topic 606) (j) RECLASSIFICATIONS Certain numbers in the prior year have been reclassified to conform to the current year's presentation. |
RELATED PARTY PAYABLES, LINE OF
RELATED PARTY PAYABLES, LINE OF CREDIT AND NOTE PAYABLE - Note 3 | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
RELATED PARTY PAYABLES, LINE OF CREDIT AND NOTE PAYABLE - Note 3 | NOTE 3 - RELATED PARTY PAYABLES, LINE OF CREDIT AND NOTE PAYABLE On June 6, 2016, we and The RHL Group entered into an Eleventh Amended and Restated Promissory Note (the " Amended Note Existing Note Credit Facility Historically, the predecessor notes have increased over time the maximum amount of credit available under the Credit Facility from $100,000 to $1,000,000 to $3,000,000 to $4,500,000. The maximum amount of the Amended Note is $4,500,000. The Amended Note continues to bear interest at the lesser of 10% or the highest rate then permitted by law, and is secured (similar to the Existing Note) by a Security Agreement, which has been in effect since July 31, 2007, as renewed and amended to date (the "Security Agreement"). The Eleventh Amended Note had a current balance of $2,953,548 at September 30, 2016. The components of the Eleventh Amended Note and the related balance sheet presentation as of September 30, 2016 are as follows: $1,715,646, which is included in the Line of Credit, related party; and $1,237,902 for other obligations due to The RHL Group, which is included in related party payables. Total interest expense on the Line of Credit for the three months ended September 30, 2016 and 2015 amounted to $70,925 and $36,699, respectively. Total interest expense on the Line of Credit for the nine months ended September 30, 2016 and 2015 amounted to $200,237 and $102,433, respectively. The unpaid interest balances as of September 30, 2016 and December 31, 2015 were $321,737 and $60,257, respectively. In conjunction with the Eleventh Amended Note, we were required to maintain certain financial covenants, including the requirement that we have at least $200,000 of cash in our bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days and timely pay any obligations due respecting payroll and all associated payroll taxes at any time during the term of the Note. As of November 21 st |
INCOME TAXES - Note 4
INCOME TAXES - Note 4 | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
INCOME TAXES - Note 4 | NOTE 4 - INCOME TAXES Under ASC 740-270, Income Taxes - Interim Reporting Pursuant to ASC 740, Income Taxes MMR Inc., in its capacity as the operating company taking over our income tax positions in addition to its own positions after January 27, 2009 (see Note 1), has estimated its annual effective tax rate to be zero. MMRGlobal has based this on an expectation that the combined entity will generate net operating losses in 2016, and it is not likely that those losses will be recovered using future taxable income. Therefore, no provision for income tax has been recorded as of and for the nine months ended September 30, 2016. We account for income taxes in accordance with ASC 740-10, Income Taxes |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Note 5 | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
COMMITMENTS AND CONTINGENCIES - Note 5 | NOTE 5 - COMMITMENTS AND CONTINGENCIES Leases Effective September 1, 2013, we renewed our lease for office space in Los Angeles, California with a term through August 31, 2018. The lease currently requires a monthly payment of $8,250. Total rent expense for the nine months ended September 30, 2016 and 2015 were $79,335 and $86,854 respectively. Future minimum lease payments as of September 30, 2016, under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) are as follows: Year Ending Operating Capital December 31, Leases Leases 2016 (Remainder of) $ 24,750 $ 13,222 2017 99,900 - 2018 66,000 - Total minimum lease payments $ 189,750 $ 13,222 |
Legal Matters and Contingencies - Note 5 | Litigation Matters From time to time, we are involved in various legal proceedings generally incidental to our business. While the result of any litigation contains an element of uncertainty, our management presently believes that the outcome of any known, pending or threatened legal proceeding or claim, individually or combined, will not have a material adverse effect on our financial statements. On December 9, 2011, MyMedicalRecords, Inc. entered into a Non-Exclusive Settlement and Patent License Agreement with Surgery Center Management LLC ("SCM"). In consideration for the rights granted under that Agreement and in consideration of a settlement and release agreement, SCM contracted to pay MyMedicalRecords, Inc. an initial payment of $5 million payable on December 23, 2011, and additional payments of $5 million per year for five consecutive years. After unsuccessful attempts to collect the past due amount of $5 million, on January 19, 2012, MyMedicalRecords, Inc. filed a lawsuit in the Superior Court of the State of California for the County of Los Angeles for breach of contract. On February 13, 2014, SCM filed a cross-complaint alleging claims for breach of that contract, among other things, which SCM has amended twice. On September 29, 2016, the court granted a motion for summary judgment filed by Robert Lorsch, a cross-defendant. The case between MyMedicalRecords, Inc. and SCM began trial on November 1, 2016. MyMedicalRecords, Inc. will continue to pursue its claim and defenses, but the Company cannot predict the chances of either a favorable or unfavorable outcome, nor does the Company have sufficient information regarding its ability to collect any judgment MyMedicalRecords, Inc. may obtain against SCM. On April 2, 2015, the Company and Stradling Yocca Carlson & Rauth, P.C. ("SYCR"), were notified of the determination of an arbitrator in regards to disputes over amounts of monies due SYCR regarding prior services rendered. SYCR and the Company had previously agreed to a non-binding arbitration of the matter. The Company received an award in favor of SYCR in the amount of $285,000 which the Company disputed, notwithstanding, that it represented a reduction of SYCR's original $571,000 claim or $286,000 in favor of the Company. On September 1, 2016, the Company settled with SYCR through the signing of an eighteen-month unsecured Promissory Note in the amount of $328,133. Two separate MyMedicalRecords health IT patents were accepted by the Australia Patent Office in 2015 and subject to Opposition. On January 8, 2015, Australia Patent Application No. 2011307287, "Universal Patient Record Conversion Tool," was accepted by the Australia Patent Office. An opposition was filed on April 21, 2015 by The Crown in the Right of the Commonwealth of Australia (Department of Health). A second opposition was filed on April 22, 2015 by the Medical Software Industry Association, Inc. which aligned itself with the Crown. In the interim, a divisional application, Australia Patent Application No.2015201900, was filed on October 15, 2015. Rather than continue to bear the legal costs of defending these patents before the Governmental Department of Health, MMR determined it was in the Company's best interest to withdraw the patent and the divisional application and this action was officially acknowledged by the Australian Government on August 4, 2016, thereby ending any further opposition. Separately, Australia Patent Application No. 2013212253, "Mobile Platform for Personal Health Records," was also accepted by the Australia Patent Office after which oppositions were filed. Subsequently, the Company filed a request this quarter for withdrawal of the disputed application and also surrender of a related innovation patent No. 2015101556. The Australian Government acknowledged these actions on September 13, 2016 and we do not expect any further potential litigation in this matter. MMR continues to maintain two previously issued Australia health IT patents under the title "Method and System for Providing Online Medical Records": Patent No. 2006202057 issued on May 29, 2008 and Patent No. 2008202401 issued on December 24, 2009. |
STOCKHOLDERS' DEFICIT - Note 6
STOCKHOLDERS' DEFICIT - Note 6 | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
STOCKHOLDERS' DEFICIT - Note 6 | NOTE 6 - STOCKHOLDERS' DEFICIT Preferred Stock We have 5,000,000 shares of preferred stock authorized. As of September 30, 2016 and December 31, 2015, there were no shares of preferred stock issued and outstanding. Common Stock As of September 30, 2016, we are authorized to issue 1,250,000,000 shares of common stock. On February 2, 2016, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware effecting a five for one reverse stock split of the Company's common stock (the "Reverse Stock Split") which became effective in the marketplace on February 8, 2016. The number of shares and per share amounts have been retroactively restated to reflect this reverse stock split. As of September 30, 2016, the total shares of our common stock issued and outstanding amounted to 252,370,616. |
EQUITY ISSUANCES - Note 7
EQUITY ISSUANCES - Note 7 | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
EQUITY ISSUANCES - Note 7 | 0.75 200,000 3.71 $ 0.90 200,000 3.71 $ 0.90
5,280,293 5,280,293 Warrants During the nine months ended September 30,
2016, there were 40,227,714 warrants issued. During the nine months ended September 30, 2016, 11,750,000 warrants were exercised,
which was paid by the reduction of our accounts payable balance owed to the vendor/warrant holder in the aggregate amount of $750,000. A summary of the activity of our warrants for
the nine months ended September 30, 2016 is presented below:
Weighted Avg
Shares Exercise Price
Outstanding at December 31, 2015 11,428,610 $ 0.30
Granted 40,227,714 0.02
Exercised (11,750,000) 0.06
Cancelled (3,333,818) 0.49
Outstanding at September 30, 2016 (Unaudited) 36,572,506 $ 0.06
Exercisable at September 30, 2016 (Unaudited) 34,539,173 $ 0.06 Total warrant expenses recorded during the
nine months ended September 30, 2016 and 2015 were $137,528 and $11,170, respectively. The following summarizes the total warrants
outstanding and exercisable as of September 30, 2016:
Warrants Outstanding Warrants Exercisable
Warrants Weighted Avg Weighted Avg Warrants Weighted Avg Weighted Avg
Ranges Outstanding Remaining Life Exercise Price Exercisable Remaining Life Exercise Price
$0.02 - $0.30 35,794,569 2.61 $ 0.05 33,761,236 2.59 $ 0.05
$0.30 - $0.50 255,000 0.53 0.50 255,000 0.53 0.50
Greater $0.50 522,937 0.58 1.05 522,937 0.58 1.05
36,572,506 34,539,173 The inputs used for the Black-Scholes option
and warrant valuation model were as follows:
Expected life in years 2 - 5 Years
Stock price volatility 79%
Risk free interest rate 0.04 - 1.38%
Expected dividends None
Forfeiture rate 0% Shares Issued for Services or Reduction
to Liabilities During the nine months ended September 30,
2016, we issued 28,769,439 shares of common stock with a value of $387,855 to various third parties and charged the proceeds to
the appropriate accounts for the following reasons:
Nine Months Ended September 30, 2016
Purpose Shares Value
Services provided - $ -
Reduction of payables 28,769,439 387,855
Totals 28,769,439 $ 387,855 The 28,769,439 issued shares were not contractually
restricted. However, as these shares have not been registered under the Securities Act of 1933, as amended (the "Act"),
they are restricted from sale until they are registered under the Act, or qualify for resale under the rules promulgated under
the Act. All such shares were calculated at the trading closing price on the date of issuance. Stock Bonus Agreements From time to time, we issue shares of our common
stock as a bonus for services rendered. Stock bonuses may be awarded upon satisfaction of specified performance goals pursuant
to the Performance Stock Bonus Agreement. On each grant date, we valued the stock bonus
based on the share price and the expenses were amortized using the straight line method. Total stock bonus expenses recorded during
the nine months ended September 30, 2016 and 2015 were $0 and $0, respectively and are reflected in operating expenses in the accompanying
consolidated statements of operations. " id="sjs-B4" xml:space="preserve">NOTE 7 - EQUITY ISSUANCES Stock Option Activity Our 2001 Equity Incentive Plan (the "2001 Plan") expired on June 5, 2011 and no options were issued under the 2001 Plan since that date. As of September 30, 2016, 2,626,911 shares remain issued under the 2001 Plan. On September 1, 2011, our Board of Directors approved the adoption of a new plan to replace the 2001 Plan under the same general terms as the 2001 Plan. On June 20, 2012, our stockholders voted and approved the 2011 Equity Incentive Plan (the " 2011 Plan") at our 2012 Annual Stockholder Meeting. As of September 30, 2016, 2.65 million shares remain issued under the 2011 Plan, and 7.29 million shares of our common stock are reserved for future issuance under our 2011 Plan, which includes an automatic 1 million share annual increase pursuant to the terms of the 2011 Plan and a 5 million share increase authorized during our 2013 Annual Stockholder's Meeting. A summary of option activity for the nine months ended September 30, 2016 is presented below. Options granted by MMR Inc. prior to the date of the Merger have been retroactively restated to reflect the conversion ratio of MMR Inc. to MMR shares Weighted-Average Weighted- Remaining Average Contractual Aggregate Exercise Life Intrinsic Options Price (Years) Value Outstanding at December 31, 2015 7,488,345 $ 0.50 3.62 $ - Granted - - Exercised - - Cancelled (2,208,052) 0.65 Outstanding at September 30, 2016 (Unaudited) 5,280,293 $ 0.45 4.15 $ - Vested and expected to vest at September 30, 2016 (Unaudited) 5,280,293 $ 0.45 4.15 $ - Exercisable at September 30, 2016 (Unaudited) 5,280,293 $ 0.45 4.15 $ - The aggregate intrinsic value in the table above is before applicable income taxes and is calculated based on the difference between the exercise price of the options and the quoted price of the common stock as of the reporting date. There were no options issued during the nine months ended September 30, 2016. Total stock option expenses recorded during the nine months ended September 30, 2016 and 2015 were $16,188 and $16,759, respectively, and is reflected in operating expenses in the accompanying consolidated statements of operations. The following table summarizes information about stock options outstanding and exercisable at September 30, 2016. Options Outstanding Options Exercisable Weighted Weighted Weighted Weighted Average Average Average Average Exercise Number Remaining Exercise Number Remaining Exercise Price of Shares Life (Years) Price of Shares Life (Years) Price $ 0.25 - 0.45 2,560,000 5.11 $ 0.35 2,560,000 5.11 $ 0.35 $ 0.50 - 0.75 2,520,293 3.21 $ 0.55 2,520,293 3.21 $ 0.55 $ > 0.75 200,000 3.71 $ 0.90 200,000 3.71 $ 0.90 5,280,293 5,280,293 Warrants During the nine months ended September 30, 2016, there were 40,227,714 warrants issued. During the nine months ended September 30, 2016, 11,750,000 warrants were exercised, which was paid by the reduction of our accounts payable balance owed to the vendor/warrant holder in the aggregate amount of $750,000. A summary of the activity of our warrants for the nine months ended September 30, 2016 is presented below: Weighted Avg Shares Exercise Price Outstanding at December 31, 2015 11,428,610 $ 0.30 Granted 40,227,714 0.02 Exercised (11,750,000) 0.06 Cancelled (3,333,818) 0.49 Outstanding at September 30, 2016 (Unaudited) 36,572,506 $ 0.06 Exercisable at September 30, 2016 (Unaudited) 34,539,173 $ 0.06 Total warrant expenses recorded during the nine months ended September 30, 2016 and 2015 were $137,528 and $11,170, respectively. The following summarizes the total warrants outstanding and exercisable as of September 30, 2016: Warrants Outstanding Warrants Exercisable Warrants Weighted Avg Weighted Avg Warrants Weighted Avg Weighted Avg Ranges Outstanding Remaining Life Exercise Price Exercisable Remaining Life Exercise Price $0.02 - $0.30 35,794,569 2.61 $ 0.05 33,761,236 2.59 $ 0.05 $0.30 - $0.50 255,000 0.53 0.50 255,000 0.53 0.50 Greater $0.50 522,937 0.58 1.05 522,937 0.58 1.05 36,572,506 34,539,173 The inputs used for the Black-Scholes option and warrant valuation model were as follows: Expected life in years 2 - 5 Years Stock price volatility 79% Risk free interest rate 0.04 - 1.38% Expected dividends None Forfeiture rate 0% Shares Issued for Services or Reduction to Liabilities During the nine months ended September 30, 2016, we issued 28,769,439 shares of common stock with a value of $387,855 to various third parties and charged the proceeds to the appropriate accounts for the following reasons: Nine Months Ended September 30, 2016 Purpose Shares Value Services provided - $ - Reduction of payables 28,769,439 387,855 Totals 28,769,439 $ 387,855 The 28,769,439 issued shares were not contractually restricted. However, as these shares have not been registered under the Securities Act of 1933, as amended (the "Act"), they are restricted from sale until they are registered under the Act, or qualify for resale under the rules promulgated under the Act. All such shares were calculated at the trading closing price on the date of issuance. Stock Bonus Agreements From time to time, we issue shares of our common stock as a bonus for services rendered. Stock bonuses may be awarded upon satisfaction of specified performance goals pursuant to the Performance Stock Bonus Agreement. On each grant date, we valued the stock bonus based on the share price and the expenses were amortized using the straight line method. Total stock bonus expenses recorded during the nine months ended September 30, 2016 and 2015 were $0 and $0, respectively and are reflected in operating expenses in the accompanying consolidated statements of operations. |
NOTES PAYABLE - Note 8
NOTES PAYABLE - Note 8 | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTES PAYABLE - Note 8 | NOTE 8 - NOTES PAYABLE Notes payable consisted of the following: September 30, December 31, 2016 2015 Promissory notes payable due to the former officers of MMRGlobal as part of severance $ 76,783 $ 76,783 Promissory notes payable due to the former officers of MMRGlobal pursuant to the 25,444 25,444 Promissory notes payable due to vendors relating to settlement of certain outstanding 223,116 223,116 Short-term loan due to a third-party with 6% interest 56,896 44,070 Long term note payable relating to legal accounts payable, payable in full on March 30, 2018 with 10% interest per annum 328,133 - 710,372 369,413 Less: current portion (382,239) (369,413) Notes payable, less current portion $ 328,133 $ - Short term loan due to a related-party, payable in full on January 2, 2014 with 12% interest $ 6,743 $ 6,743 Short term loan due to a related-party, payable in full on May 31, 2014 with 12% interest - 50,000 Notes payable related party, current portion 6,743 56,743 Less: current portion (6,743) (56,743) Notes payable related party, less current portion $ - $ - |
CONVERTIBLE PROMISSORY NOTES -
CONVERTIBLE PROMISSORY NOTES - Note 9 | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
CONVERTIBLE PROMISSORY NOTES - Note 9 | NOTE 9 - CONVERTIBLE PROMISSORY NOTES From time to time, we issue Convertible Promissory Notes. As of September 30, 2016, a total of $323,749 in convertible notes remained outstanding and have matured. However, the Company and the Holders have agreed to keep the balance as a Note Payable and the note holders have elected not to convert their note balances into shares of our common stock as of September 30, 2016. Each Note contains the following general terms and provisions: The principal amount owed under each note becomes due and payable one year or less from the investment date provided that, upon ten (10) days' prior written notice to the holder, we may, in our sole discretion, extend the maturity date for an additional six month term. The Notes can be further extended upon mutual agreement. These notes bear interest at a rate of 0%-6% per annum payable in cash or shares of common stock or a combination of cash and shares of common stock at our option. During the third quarter of 2016, we did not enter into any Convertible Promissory Notes. Shares issuable upon conversion for convertible notes payable was 1,355,932 as of September 30, 2016. The total interest expense attributed to the Beneficial Conversion Feature of the Notes and related warrants for the nine months ended September 30, 2016 and 2015 was $0 and $55,780, respectively. |
RESTRUCTURING ACTIVITIES - Note
RESTRUCTURING ACTIVITIES - Note 10 | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
RESTRUCTURING ACTIVITIES - Note 10 | NOTE 10 - RESTRUCTURING ACTIVITIES In connection with the merger with Favrille, Inc. in 2009, we signed promissory notes with certain former executives totaling $76,783. As of September 30, 2016, the total remaining severance liabilities amounted to $620,613, which is reflected as severance liability on the accompanying consolidated balance sheets. This consists of $571,362 payable to former non-executive employees. |
RELATED PARTY TRANSACTIONS - No
RELATED PARTY TRANSACTIONS - Note 11 | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
RELATED PARTY TRANSACTIONS - Note 11 | NOTE 11 - RELATED PARTY TRANSACTIONS Our Chairman and Chief Executive Officer, Robert H. Lorsch, is also the Chief Executive Officer of The RHL Group, Inc. and has full voting power over all of the capital stock of The RHL Group, Inc. Mr. Lorsch directly and indirectly through The RHL Group, Inc., beneficially owns approximately 32.1% our total outstanding voting stock. The RHL Group, Inc. has loaned us money pursuant to the Eleventh Amended Note and all predecessor notes. See Note 3 - Related Party Note Payable above. The RHL Group is an investment holding company which provides consulting, operational and technical services to us, which we refer to as the RHL Services. As part of the RHL Services, The RHL Group provides us with unrestricted access to its internal business and relationship contact database of more than 10,000 persons and entities, which includes clients of The RHL Group and other individuals which may hold value to us. The RHL Group also provides infrastructure support to us, including allowing us unlimited access to its facilities, equipment, and data, information management and server systems. In addition to allowing us the use of its office support personnel, The RHL Group has also consented to allow us to utilize the full-time services of Mr. Lorsch as our President, Chairman and Chief Executive Officer, which requires substantial time and energy away from his required duties as The RHL Group's Chairman and Chief Executive Officer. In addition, The RHL Group has made Kira Reed, available as our spokesperson. Ms. Reed, who is Mr. Lorsch's spouse, also manages our social networking activities. In consideration for the above, The RHL Group, Inc. has a consulting arrangement with MMR. A copy of the consulting agreement is filed as an exhibit in our Form 8-K, as filed with the SEC on May 4, 2009 and is hereby incorporated by reference. We incurred $37,500 during the nine months ended September 30, 2016 and 2015, toward marketing consulting services from Bernard Stolar, a director. We included $260,523 and $206,272 in related party payables as of September 30, 2016 and December 31, 2015, respectively, in connection with these services and board fees. We contract with a significant vendor for the development and maintenance of the software applications necessary to run our MyMedicalRecords PHR, MyEsafeDepositBox and MyMedicalRecords Pro products. Our outside developer supports our software development needs through a team of software engineers, programmers, quality control personnel and testers, who work with our internal product development team on all aspects of application development, design, integration and support of our products. This vendor is also a stockholder. For the nine months ended September 30, 2016 and 2015, the total expenses relating to this stockholder amounted to $90,000 and $90,000, respectively. In addition, we capitalized $0 of software development costs for the quarter ended September 30, 2016. As of September 30, 2016 and December 31, 2015, the total amounts due to the stockholder and included in related party payables amounted to $195,000 and $105,000 respectively. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of MMRGlobal, and its wholly-owned subsidiaries MMR and MMR Life Sciences Group, Inc. All intercompany transactions and balances are eliminated upon consolidation. |
Basis of Presentation | Basis of Presentation We have prepared the accompanying consolidated unaudited financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial statements and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended, or the Exchange Act and Article 8-03 of Regulation S-X promulgated under the Exchange Act. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the three and nine months ended September 30, 2016 are not indicative of the results that may be expected for the fiscal year ending December 31, 2016. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015. |
Going Concern and Management's Plan | Going Concern and Management's Plan As of September 30, 2016, our current liabilities exceeded our current assets by $8.8 million. Furthermore, during the nine months ended September 30, 2016, we incurred losses of $1,632,021, as further explained in Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in Item 2 of Part I of this Quarterly Report on Form 10-Q. At September 30, 2016 and December 31, 2015, we had $0 and $0, respectively, in cash and cash equivalents. Historically, we issued capital stock, sold debt and equity securities and received funds from The RHL Group, Inc. (a significant stockholder that is wholly-owned by our Chairman and Chief Executive Officer, Robert H. Lorsch) to operate our business. Although we received additional funding from The RHL Group pursuant to the Eleventh Amended and Restated Note effective June 6, 2016 (the "Line of Credit"), we will still be required to obtain additional financing in order to meet installment payment obligations and the previously existing obligations under the Line of Credit, which had a balance of $2,953,548 at September 30, 2016 and a total Unpaid Balance (as defined in the Line of Credit) of $3,203,548, which includes amounts borrowed under the Line of Credit, unpaid interest fees, any amounts guaranteed by The RHL Group, and other obligations due The RHL Group pursuant to the terms of the Eleventh Amended and Restated Note and the Security Agreement. As a result of the above, we express uncertainty about our ability to continue as a going concern. The components of the RHL Group Note payable and the related balance sheet presentation as of September 30, 2016 are as follows: $1,715,646, which is included in the Line of Credit, related party; and $1,237,902 related to other obligations due to The RHL Group which are included in related party payables. Management's plan regarding this matter is to, amongst other things, continue to utilize our available Line of Credit with The RHL Group (see Note 3). As of September 30, 2016, under the original terms, we had approximately $1,296,452 remaining as available under The RHL Group Line of Credit, but we are now in default under the line of credit. Additionally, we plan to continue selling additional debt and equity securities, continue to settle our existing liabilities through issuance of equity securities, explore other debt financing arrangements, continue to increase our existing subscriber and affiliate customer base, sell MMRPro products, and continue efforts to license our intellectual property to obtain additional cash flow over the next twelve months. We cannot assure that funds from these sources will be available when needed or, if available, will be on terms favorable to us or to our stockholders. If we raise additional funds or settle liabilities by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If we are unable to utilize our available Line of Credit with The RHL Group or obtain suitable alternative debt or equity financing, our ability to execute our business plan and continue as a going concern may be adversely affected. These matters raise substantial doubt about our ability to continue as a going concern. These financial statements were prepared under the assumption that we will continue as a going concern and do not include any adjustments that might result from the outcome of that uncertainty. |
Management's Use of Estimates | (a) MANAGEMENT'S USE OF ESTIMATES The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, allowances for doubtful accounts, the valuation of deferred income taxes, tax contingencies, long-lived and intangible assets, valuation of derivative liabilities and stock-based compensation. These estimates are based on historical experience and on various other factors that management believes to be reasonable under the circumstances, although actual results could differ from those estimates. |
Cash and Cash Equivalents | (b) CASH AND CASH EQUIVALENTS We consider cash equivalents to be only those investments that are highly liquid, readily convertible to cash and with maturities of 90 days or less at the purchase date. We maintain our cash in bank deposit accounts that, at times, may exceed federally insured limits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant credit or deposit risk on our cash. We had cash and cash equivalents of $0 and $0 as of September 30, 2016 and December 31, 2015, respectively. |
Trade and Other Receivables | (c) TRADE AND OTHER RECEIVABLES Receivables represent claims against third parties that will be settled in cash. The carrying value of receivables, net of an allowance for doubtful accounts, if any, represents their estimated net realizable value. We estimate the allowance for doubtful accounts, if any, based on historical collection trends, type of customer, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, we give further consideration to the collectability of those balances and the allowance is adjusted accordingly. We write off past due receivable balances when collection efforts have been unsuccessful in collecting the amount due. |
Fair Value of Financial Instruments | (d) FAIR VALUE OF FINANCIAL INSTRUMENTS ASC 820-10, Fair Value Measurements and Disclosures, We utilize ASC 820-10 for valuing financial assets and liabilities measured on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and generally accepted accounting principles, and expands disclosures about fair value measurements. This standard applies in situations where other accounting pronouncements either permit or require fair value measurements. ASC 820-10 does not require any new fair value measurements. Accounting guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Quoted prices in active markets for identical or similar assets and liabilities. Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Impairment of Long-Lived Assets and Intangibles | (e) IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLES We account for long-lived assets, which include property and equipment and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with ASC 350-30. ASC 350-30 requires that we review long-lived assets for impairment whenever events or changes in circumstances indicate that we may not recover the carrying amount of an asset. We measure recoverability by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If we determine that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, we recognize an impairment charge to the extent of the difference between the fair value and the asset's carrying amount. Our assessment of the undiscounted future cash flows indicated that the carrying amount of the long-lived and intangible assets are recoverable, therefore, we had no impairment charges during the nine months ended September 30, 2016 and 2015. |
Revenue Recognition | (f) REVENUE RECOGNITION We generate our revenues from services, which are comprised of providing electronic access to consumer medical records and other vital documents, and from the licensing of our intellectual property and services. We recognize revenue only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and we are reasonably assured of collectability of the resulting receivable. Our subscriber revenues consist of annual and monthly recurring retail subscriptions and usage-based fees, which are primarily paid in advance by credit card, and corporate accounts that are based on either an access-fee or actual number of users, and in each case billed in advance at the beginning of each month of service. We defer the portions of annual recurring subscription fees collected in advance and recognize them on a straight line basis over the subscription period. As part of our ongoing sales and marketing activities, we also offer sell a Personal Health Record Kit through retailers to the extent reasonably possible. We license the rights to use portions of our intellectual property portfolio, which includes certain patent rights essential to the sale of certain PHR products. Licensees typically pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using the Company's licensed intellectual property. License fees are recognized over the estimated period of benefit to the licensee, typically five to fifteen years. The Company earns royalties on such licensed products sold by its licensees at the time that the licensees' sales occur. The Company recognizes royalty revenues based on royalties reported by licensees during the quarter and when other revenue recognition criteria are met. We grant exclusive and non-exclusive licenses for the sale and marketing of our services in international territories in consideration of license fees and ongoing royalties. The royalty fee is usually a percentage of revenue earned by the licensee and there are usually certain minimum guarantees. We defer the recognition of license fee revenues received in advance from international licensees for the grant of the license and recognize them over the period covered by the agreement. We defer the recognition of minimum guaranteed royalty payments received in advance and recognize them over the period to which the royalty relates. We include all such revenues under "License Fees." In those cases where a license agreement contains multiple deliverables, we account for the agreement in accordance with ASC 605-25 - Revenue Recognition - Multiple-Element Arrangements We recognize revenue on sales of our MMRPro system in accordance with ASC 605-25, Revenue Recognition, Multiple-Element Arrangements Our multiple-deliverable arrangements consist solely of our MMRPro product. Deliverables within these arrangements include scanning equipment, various licenses to use third party software, a license to use our proprietary MMRPro application software, installation and training, dedicated telephone lines, secure online storage and warranties. We determined all elements to be separate units of accounting as they have standalone value to the customers and/or they are sold by other vendors on a standalone basis. Delivery of the hardware and certain software elements of these arrangements occur at the inception of the agreement. We deliver installation and training at the inception of the agreement. We also provide software licenses, telephone lines and online secure storage over the three-year term of an MMRPro agreement. We include warranties in the arrangements, however the third party product manufacturer, and not us, is obligated to fulfill such warranties. The third-party warranty contracts are paid in advance and are not refundable. We allocate the revenue derived from these arrangements among all the deliverables. We base such allocation on the relative selling price of each deliverable. With the exception of our proprietary MMRPro application software, we use third party evidence to set the selling prices used for this allocation. In all such cases, third parties sell the same or very similar products. For the MMRPro application software, we estimate the selling price based on recent discussions regarding licensure of that particular application on a standalone basis. To date, we have not licensed this software on a standalone basis. We recognize the allocated revenue for each deliverable in accordance with SEC Staff Accounting Bulletin ("SAB") No. 104, Topic 13: Revenue Recognition Revenue from the licensing of our biotech assets may include non-refundable license and up-front fees, non- refundable milestone payments that are triggered upon achievement of a specific event, and future royalties or lump-sum payments on sales of related products. For agreements that provide for milestone payments, we adopted ASC 605-28-25, Revenue Recognition Milestone Method |
Shared-Based Compensation | (g) SHARE-BASED COMPENSATION We account for share-based compensation in accordance with ASC 718-20, Awards Classified as Equity We account for options and warrants issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees We estimate the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. We determine assumptions relative to volatility and anticipated forfeitures at the time of grant. No stock options were granted during the nine months ended September 30, 2016. We valued grants of stock options and warrants during the nine months ended September 30, 2016 using the following assumptions. Expected life in years 2 - 5 Years Stock price volatility 79% Risk free interest rate 0.04 - 1.38% Expected dividends None Forfeiture rate 0% We base the assumptions used in the Black-Scholes models upon the following data: (1) our use of the contractual life of the underlying non-employee warrants as the expected life; the expected life of the employee options used in this calculation is the period of time the options are expected to be outstanding and has been determined based on historical exercise experience; (2) in the absence of an extensive public market for our shares, the expected stock price volatility of the underlying shares over the expected term of the option or warrant was taken at approximately the mid-point of the range for similar companies at the various grant dates; (3) we base the risk free interest rate on published U.S. Treasury Department interest rates for the expected terms of the underlying options or warrants; (4) we base expected dividends on historical dividend data and expected future dividend activity; and (5) we base the expected forfeiture rate on historical forfeiture activity and assumptions regarding future forfeitures based on the composition of current grantees. |
Net Income/Loss Per Share | (h) NET INCOME/LOSS PER SHARE We apply the guidance of ASC 260-10, Earnings Per Share We excluded all potential anti-dilutive common shares from the computation of diluted net loss per common share for the nine months ended September 30, 2016 and 2015 because they were anti-dilutive due to our net loss position. Stock options, warrants and convertible notes excluded from the computation totaled 43,208,730 shares for the nine months ended September 30, 2016 and 33,251,116 shares for the nine months ended September 30, 2015, respectively. |
Recent Accounting Pronouncements | (i) RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers In August 2014, the FABS issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis In April 2015, the FASB issued ASU No 2015-3, Simplifying the Presentation of Debt Issuance Costs. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued AS 2016-10, Revenue from Contracts with Customers (Topic 606) |
Reclassifications | (j) RECLASSIFICATIONS Certain numbers in the prior year have been reclassified to conform to the current year's presentation. |
Income Taxes | Under ASC 740-270, Income Taxes - Interim Reporting Pursuant to ASC 740, Income Taxes MMR Inc., in its capacity as the operating company taking over our income tax positions in addition to its own positions after January 27, 2009 (see Note 1), has estimated its annual effective tax rate to be zero. MMRGlobal has based this on an expectation that the combined entity will generate net operating losses in 2016, and it is not likely that those losses will be recovered using future taxable income. Therefore, no provision for income tax has been recorded as of and for the nine months ended September 30, 2016. We account for income taxes in accordance with ASC 740-10, Income Taxes |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Share-based Compensation Tables | |
Schedule of Valuation Assumptions to Determine the Fair Value of Stock Options | The inputs used for the Black-Scholes option and warrant valuation model were as follows: Expected life in years 2 - 5 Years Stock price volatility 79% Risk free interest rate 0.04 - 1.38% Expected dividends None Forfeiture rate 0% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Tables | |
Schedule of Future Minimum Rental Payments for Operating and Capital Leases | Future minimum lease payments as of September 30, 2016, under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) are as follows: Year Ending Operating Capital December 31, Leases Leases 2016 (Remainder of) $ 24,750 $ 13,222 2017 99,000 - 2018 66,000 - Total minimum lease payments $ 189,750 $ 13,222 |
EQUITY ISSUANCES (Tables)
EQUITY ISSUANCES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Outstanding Option Awards | A summary of option activity for the nine months ended September 30, 2016 is presented below. Options granted by MMR Inc. prior to the date of the Merger have been retroactively restated to reflect the conversion ratio of MMR Inc. to MMR shares Weighted-Average Weighted- Remaining Average Contractual Aggregate Exercise Life Intrinsic Options Price (Years) Value Outstanding at December 31, 2015 7,488,345 $ 0.50 3.62 $ - Granted - - Exercised - - Cancelled (2,208,052) 0.65 Outstanding at September 30, 2016 (Unaudited) 5,280,293 $ 0.45 4.15 $ - Vested and expected to vest at September 30, 2016 (Unaudited) 5,280,293 $ 0.45 4.15 $ - Exercisable at September 30, 2016 (Unaudited) 5,280,293 $ 0.45 4.15 $ - |
Summary of Stock Options Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable at September 30, 2016. Options Outstanding Options Exercisable Weighted Weighted Weighted Weighted Average Average Average Average Exercise Number Remaining Exercise Number Remaining Exercise Price of Shares Life (Years) Price of Shares Life (Years) Price $ 0.25 - 0.45 2,560,000 5.11 $ 0.35 2,560,000 5.11 $ 0.35 $ 0.50 - 0.75 2,520,293 3.21 $ 0.55 2,520,293 3.21 $ 0.55 $ > 0.75 200,000 3.71 $ 0.90 200,000 3.71 $ 0.90 5,280,293 5,280,293 The following summarizes the total warrants outstanding and exercisable as of September 30, 2016: Warrants Outstanding Warrants Exercisable Warrants Weighted Avg Weighted Avg Warrants Weighted Avg Weighted Avg Ranges Outstanding Remaining Life Exercise Price Exercisable Remaining Life Exercise Price $0.02 - $0.30 35,794,569 2.61 $ 0.05 33,761,236 2.59 $ 0.05 $0.30 - $0.50 255,000 0.53 0.50 255,000 0.53 0.50 Greater $0.50 522,937 0.58 1.05 522,937 0.58 1.05 36,572,506 34,539,173 |
Summary of Outstanding Warrant Awards | A summary of the activity of our warrants for the nine months ended September 30, 2016 is presented below: Weighted Avg Shares Exercise Price Outstanding at December 31, 2015 11,428,610 $ 0.30 Granted 40,227,714 0.02 Exercised (11,750,000) 0.06 Cancelled (3,333,818) 0.49 Outstanding at September 30, 2016 (Unaudited) 36,572,506 $ 0.06 Exercisable at September 30, 2016 (Unaudited) 34,539,173 $ 0.06 |
Black-Scholes option and valuation model assumptions | The inputs used for the Black-Scholes option and warrant valuation model were as follows: Expected life in years 2 - 5 Years Stock price volatility 79% Risk free interest rate 0.04 - 1.38% Expected dividends None Forfeiture rate 0% |
Shares Issued for Services or Reduction to Liabilities | During the nine months ended September 30, 2016, we issued 28,769,439 shares of common stock with a value of $387,855 to various third parties and charged the proceeds to the appropriate accounts for the following reasons: Nine Months Ended September 30, 2016 Purpose Shares Value Services provided - $ - Reduction of payables 28,769,439 387,855 Totals 28,769,439 $ 387,855 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Payable Tables | |
Notes Payable | Notes payable consisted of the following: September 30, December 31, 2016 2015 Promissory notes payable due to the former officers of MMRGlobal as part of severance packages, due in full on August 31, 2009 with no stated interest $ 76,783 $ 76,783 Promissory notes payable due to the former officers of MMRGlobal pursuant to the Resignation and Post-Merger Employment Arrangement, due in full on August 31, 2009 with no stated interest 25,444 25,444 Promissory notes payable due to vendors relating to settlement of certain outstanding accounts payable, payable in 18 equal monthly installments commencing on July 27, 2009 and ending on January 27, 2011, with no stated interest 223,116 223,116 Short-term loan due to a third-party with 6% interest 56,896 44,070 Long term note payable relating to legal accounts payable, payable in full on March 30, 2018 with 10% interest per annum 328,133 - 710,372 369,413 Less: current portion (382,239) (369,413) Notes payable, less current portion $ 328,133 $ - Short term loan due to a related-party, payable in full on January 2, 2014 with 12% interest $ 6,743 $ 6,743 Short term loan due to a related-party, payable in full on May 31, 2014 with 12% interest - 50,000 Notes payable related party, current portion 6,743 56,743 Less: current portion (6,743) (56,743) Notes payable related party, less current portion $ - $ - |
Accounting Policies (Cash and C
Accounting Policies (Cash and Cash Equivalents) (Narrative) (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Accounting Policies Cash And Cash Equivalents Narrative Details | ||||
Cash and cash equivalents | $ 0 | $ 0 | $ 0 | $ 309,393 |
Accounting Policies (Intangible
Accounting Policies (Intangible Assets and Impairments) (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies Intangible Assets And Impairments Narrative Details | ||
Impairment charges | $ 0 | $ 0 |
Accounting Policies (Share-Base
Accounting Policies (Share-Based Compensation Schedule Of Assumptions Used In Black-Scholes Model) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Accounting Policies Share-based Compensation Schedule Of Assumptions Used In Black-scholes Model Details | |
Expected life, in years, maximum | 5 years |
Stock price volatility, minimum | 79.00% |
Stock price volatility, maximum | 79.00% |
Risk-free interest rate, mimimum | 0.04% |
Risk-free interest rate, maximum | 1.38% |
Expected dividends | $ 0 |
Forfeiture rate | 0.00% |
Accounting Policies (Net Income
Accounting Policies (Net Income/Loss Per Share) (Narrative) (Details) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies Net Incomeloss Per Share Narrative Details | ||
Stock options, warrants and convertible notes excluded from the computation of net loss per share | 43,208,730 | 33,251,116 |
Related Party Note Payable (Nar
Related Party Note Payable (Narrative) (Details) - Tenth Amended and Restated Secured Promissory Note - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Date of note | Apr. 29, 2014 | ||||
Maximum line of credit under note | On June 6, 2016, we and The RHL Group entered into an Eleventh Amended and Restated Promissory Note (the " Amended Note Existing Note Credit Facility Historically, the predecessor notes have increased over time the maximum amount of credit available under the Credit Facility from $100,000 to $1,000,000 to $3,000,000 to $4,500,000. The maximum amount of the Amended Note is $4,500,000. The Amended Note continues to bear interest at the lesser of 10% or the highest rate then permitted by law, and is secured (similar to the Existing Note) by a Security Agreement, which has been in effect since July 31, 2007, as renewed and amended to date (the "Security Agreement"). The Eleventh Amended Note had a current balance of $2,953,548 at September 30, 2016. The components of the Eleventh Amended Note and the related balance sheet presentation as of September 30, 2016 are as follows: $1,715,646, which is included in the Line of Credit, related party; and $1,237,902 for other obligations due to The RHL Group, which is included in related party payables. Total interest expense on the Line of Credit for the three months ended September 30, 2016 and 2015 amounted to $70,925 and $36,699, respectively. Total interest expense on the Line of Credit for the nine months ended September 30, 2016 and 2015 amounted to $200,237 and $102,433, respectively. The unpaid interest balances as of September 30, 2016 and December 31, 2015 were $321,737 and $60,257, respectively. In conjunction with the Eleventh Amended Note, we were required to maintain certain financial covenants, including the requirement that we have at least $200,000 of cash in our bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days and timely pay any obligations due respecting payroll and all associated payroll taxes at any time during the term of the Note. As of November 21 st | ||||
Maturity date | Jun. 6, 2017 | ||||
Warrants granted for shares | 2,777,714 | ||||
Warrant price per share | $ 0.011 | ||||
Debt component classification: | |||||
Line of credit, related party | $ 1,715,646 | $ 1,715,646 | |||
Related party payables | 1,237,902 | 1,237,902 | |||
Total note payable balance | 2,953,548 | 2,953,548 | |||
Interest expense on line of credit | 70,925 | $ 36,699 | 200,237 | $ 102,433 | |
Related party accrued interest | $ 321,727 | $ 321,727 | $ 60,257 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Income Taxes Narrative Details | |
Unrecognized tax benefits | $ 0 |
Income tax rate | 0.00% |
Commitments and Contingencies28
Commitments and Contingencies (Operating Leases) (Details) | Sep. 30, 2016USD ($) |
Year ending December 31: | |
2016 (Remainder of) | $ 24,750 |
2,017 | 99,000 |
2,018 | 66,000 |
Total minimum lease payments | $ 189,750 |
Commitments and Contingencies29
Commitments and Contingencies (Capital Leases) (Details) | Sep. 30, 2016USD ($) |
Year ending December31: | |
2016 (Remainder of) | $ 13,222 |
Total minimum lease payments | $ 13,222 |
Commitments and Contingencies30
Commitments and Contingencies (Leases Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Rent expense | $ 79,335 | $ 86,854 |
September 2013 Lease | ||
Operating lease description | Effective September 1, 2013, we renewed our lease for office space in Los Angeles, California with a term through August 31, 2018. The lease currently requires a monthly payment of $8,250. |
Equity Issuances (Stock Option
Equity Issuances (Stock Option Activity Summary Of Option Activity) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Equity Issuances Stock Option Activity Summary Of Option Activity Details | |
Outstanding at December 31, 2015 | shares | 7,488,345 |
Granted | shares | 0 |
Exercised | shares | 0 |
Cancelled | shares | (2,208,052) |
Outstanding at September 30, 2016 (Unaudited) | shares | 5,280,293 |
Vested and expected to vest at September 30, 2016 (Unaudited) | shares | 5,280,293 |
Exercisable at September 30, 2016 (Unaudited) | shares | 5,280,293 |
Weighted-Average Exercise Prices, Outstanding at December 31, 2015 | $ / shares | $ 0.50 |
Weighted-Average Exercise Prices, Granted | $ / shares | 0 |
Weighted-Average Exercise Prices, Exercised | $ / shares | 0 |
Weighted-Average Exercise Prices, Forfeited, cancelled or expired | $ / shares | 0.65 |
Weighted-Average Exercise Prices, Outstanding at September 30, 2016 | $ / shares | 0.45 |
Weighted-Average Exercise Prices, Vested and expected to vest | $ / shares | 0.45 |
Weighted-Average Exercise Prices, Exercisable | $ / shares | $ 0.45 |
Weighted-Average Remaining Contractual Life (in years), Outstanding at December 31, 2015 | 3 years 223 days |
Weighted-Average Remaining Contractual Life (in years), Outstanding at September 30, 2016 | 4 years 54 days |
Weighted-Average Remaining Contractual Life (in years), Vested and expected to vest | 4 years 54 days |
Weighted-Average Remaining Contractual Life (in years), Exercisable | 4 years 54 days |
Aggregate Intrinsic Value, Outstanding at December 31, 2015 | $ | $ 0 |
Aggregate Intrinsic Value, Outstanding at September 30, 2016 | $ | 0 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
Equity Issuances (Stock Optio32
Equity Issuances (Stock Option Activity Summary Of Stock Options Outstanding and Exercisable) (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Options Outstanding, Number of Shares | 5,280,293 | 7,488,345 |
Options Outstanding, Weighted-Average Exercise Price Per Share | $ 0.45 | $ 0.50 |
Options Exercisable, Number of Shares | 5,280,293 | |
Options Exercisable, Weighted-Average Exercise Price Per Share | $ 0.45 | |
$0.25 - $0.45 | ||
Range of Exercise Price, Minimum | 0.25 | |
Range of Exercise Price, Maximum | $ 0.45 | |
Options Outstanding, Number of Shares | 2,560,000 | |
Options Outstanding, Weighted-Average Remaining Life (in years) | 5 years 39 days | |
Options Outstanding, Weighted-Average Exercise Price Per Share | $ 0.35 | |
Options Exercisable, Number of Shares | 2,560,000 | |
Options Exercisable, Weighted-Average Remaining Life (in years) | 5 years 539 days | |
Options Exercisable, Weighted-Average Exercise Price Per Share | $ 0.35 | |
$0.50 - $0.75 | ||
Range of Exercise Price, Minimum | 0.50 | |
Range of Exercise Price, Maximum | $ 0.75 | |
Options Outstanding, Number of Shares | 2,520,293 | |
Options Outstanding, Weighted-Average Remaining Life (in years) | 3 years 75 days | |
Options Outstanding, Weighted-Average Exercise Price Per Share | $ 0.55 | |
Options Exercisable, Number of Shares | 2,520,293 | |
Options Exercisable, Weighted-Average Remaining Life (in years) | 3 years 75 days | |
Options Exercisable, Weighted-Average Exercise Price Per Share | $ 0.55 | |
> $0.75 | ||
Range of Exercise Price, Minimum | $ 0.75 | |
Options Outstanding, Number of Shares | 200,000 | |
Options Outstanding, Weighted-Average Remaining Life (in years) | 3 years 256 days | |
Options Outstanding, Weighted-Average Exercise Price Per Share | $ 0.90 | |
Options Exercisable, Number of Shares | 200,000 | |
Options Exercisable, Weighted-Average Remaining Life (in years) | 3 years 256 days | |
Options Exercisable, Weighted-Average Exercise Price Per Share | $ 0.90 |
Equity Issuances (Stock Optio33
Equity Issuances (Stock Option and Warrant Expense Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Equity Issuances Stock Option And Warrant Expense Narrative Details | ||
Stock option expense | $ 16,188 | $ 16,759 |
Warrant expense | $ 137,528 | $ 11,170 |
Equity Issuances (Summary Of Wa
Equity Issuances (Summary Of Warrant Activity) (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Equity Issuances Summary Of Warrant Activity Details | |
Warrants outstanding at December 31, 2015 | shares | 11,428,610 |
Granted | shares | 40,227,714 |
Exercised | shares | (11,750,000) |
Cancelled | shares | (3,333,818) |
Warrants outstanding at September 30, 2016 | shares | 36,572,506 |
Warrants exercisable at September 30, 2016 | shares | 34,539,173 |
Weighted-average exercise price, beginning balance | $ / shares | $ 0.30 |
Weighted-average exercise price, granted | $ / shares | 0.02 |
Weighted-average exercise price, exercised during period | $ / shares | 0.06 |
Weighted-average exercise price, cancelled during period | $ / shares | 0.49 |
Weighted-average exercise price, ending balance | $ / shares | 0.06 |
Warrants exercisable, weighted average exercise price | $ / shares | $ 0.06 |
Equity Issuances (Summary Of 35
Equity Issuances (Summary Of Warrants Outstanding and Exercisable) (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Warrants outstanding at September 30, 2016 | shares | 36,572,506 |
Warrants exercisable | shares | 34,539,173 |
$0.02 - $0.30 | |
Range of Exercise Price, Minimum | $ 0.02 |
Range of Exercise Price, Maximum | $ 0.30 |
Warrants outstanding at September 30, 2016 | shares | 35,794,569 |
Warrants outstanding, Weighted-average remaining life, in years | 2 years 220 days |
Warrants outstanding, Weighted-average exercise price | $ 0.05 |
Warrants exercisable | shares | 33,761,236 |
Warrants exercisable, Weighted-average remaining life, in years | 2.59 |
Warrants exercisable, Weighted-average exercise price | $ 0.05 |
$0.30 - $0.50 | |
Range of Exercise Price, Minimum | 0.30 |
Range of Exercise Price, Maximum | $ 0.50 |
Warrants outstanding at September 30, 2016 | shares | 255,000 |
Warrants outstanding, Weighted-average remaining life, in years | 191 days |
Warrants outstanding, Weighted-average exercise price | $ 0.50 |
Warrants exercisable | shares | 255,000 |
Warrants exercisable, Weighted-average remaining life, in years | 0.53 |
Warrants exercisable, Weighted-average exercise price | $ 0.50 |
> $0.50 | |
Range of Exercise Price, Minimum | $ 0.50 |
Warrants outstanding at September 30, 2016 | shares | 522,937 |
Warrants outstanding, Weighted-average remaining life, in years | 209 days |
Warrants outstanding, Weighted-average exercise price | $ 1.05 |
Warrants exercisable | shares | 522,937 |
Warrants exercisable, Weighted-average remaining life, in years | 0.31 |
Warrants exercisable, Weighted-average exercise price | $ 1.05 |
Equity Issuances (Inputs Used I
Equity Issuances (Inputs Used In Black-Scholesl) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Equity Issuances Inputs Used In Black-scholesl Details | |
Expected life, in years, maximum | 5 years |
Stock price volatility, minimum | 79.00% |
Stock price volatility, maximum | 79.00% |
Risk-free interest rate, minimum | 0.04% |
Risk-free interest rate, maximum | 1.38% |
Expected dividends | $ 0 |
Forfeiture rate | 0.00% |
Equity Issuances (Shares Issued
Equity Issuances (Shares Issued for Services or Reduction to Liabilities) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)shares | |
Equity Issuances Shares Issued For Services Or Reduction To Liabilities Details | |
Reduction of payables, shares | shares | 28,769,439 |
Reduction of payables, amount | $ | $ 387,855 |
Total payment of services provided through issuance of common stock, shares | shares | 28,769,439 |
Total payment of accounts payable through issuance of common stock, amount | $ | $ 387,855 |
Equity Issuances (Stock Bonus A
Equity Issuances (Stock Bonus Agreements) (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Stock Bonus Agreement expense | $ 0 | $ 0 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes payable consisted of the following: | ||
Short-term debt | $ 382,239 | $ 369,413 |
Long-term Debt, Excluding Current Maturities | 328,133 | 0 |
Related party short-term debt | $ 6,743 | 56,743 |
Severance Package Notes | ||
Notes payable consisted of the following: | ||
Short-term Debt, Terms | Promissory notes payable due to the former officers of MMRGlobal as part of severance packages, due in full on August 31, 2009 with no stated interest | |
Short-term debt | $ 76,783 | 76,783 |
Resignation and Post-Merger Employment Arrangement Notes | ||
Notes payable consisted of the following: | ||
Short-term Debt, Terms | Promissory notes payable due to the former officers of | |
Short-term debt | $ 25,444 | 25,444 |
Notes Payable - Vendors | ||
Notes payable consisted of the following: | ||
Short-term Debt, Terms | Promissory notes payable due to vendors relating to settlement of certain | |
Short-term debt | $ 223,116 | 223,116 |
Short Term Loan Two | ||
Notes payable consisted of the following: | ||
Short-term Debt, Terms | Short-term loan due to a third-party with 6% interest | |
Short-term debt | $ 56,896 | 44,070 |
Legal Accounts Payable Note | ||
Notes payable consisted of the following: | ||
Long-term Debt, Description | Long term note payable relating to legal accounts payable, payable in full on March 30, 2018 with 10% interest per annum | |
Long-term Debt, Excluding Current Maturities | $ 328,133 | 0 |
Related Party One | ||
Notes payable consisted of the following: | ||
Short-term Debt, Terms | Short term loan due to a related-party, payable in full on January 2, 2014 with 12% interest | |
Short-term debt | $ 6,743 | 6,743 |
Related Party Two | ||
Notes payable consisted of the following: | ||
Short-term Debt, Terms | Short term loan due to a related-party, payable in full on May 31, 2014 with 12% interest | |
Short-term debt | $ 0 | $ 50,000 |
Convertible Promissory Notes (N
Convertible Promissory Notes (Narrative) (Details) | 9 Months Ended | |
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Convertible Promissory Notes Narrative Details | ||
Debt instrument, description | From time to time, we issue Convertible Promissory Notes. As of September 30, 2016, a total of $323,749 in convertible notes remained outstanding and have matured. However, the Company and the Holders have agreed to keep the balance as a Note Payable and the note holders have elected not to convert their note balances into shares of our common stock as of September 30, 2016. Each Note contains the following general terms and provisions: The principal amount owed under each note becomes due and payable one year or less from the investment date provided that, upon ten (10) days' prior written notice to the holder, we may, in our sole discretion, extend the maturity date for an additional six month term. The Notes can be further extended upon mutual agreement. These notes bear interest at a rate of 0%-6% per annum payable in cash or shares of common stock or a combination of cash and shares of common stock at our option. | |
Debt Instrument, Convertible, Number of Equity Instruments | 1,355,932 | |
Interest expense | $ 0 | $ 55,780 |
Restructuring Activities (Narra
Restructuring Activities (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Total remaining severance liability | $ 620,613 | $ 620,613 |
Favrille | ||
Restructuring and Related Activities, Description | In connection with the merger with Favrille, Inc. in 2009, we signed promissory notes with certain former executives totaling $76,783. As of September 30, 2016, the total remaining severance liabilities amounted to $620,613, which is reflected as severance liability on the accompanying consolidated balance sheets. This consists of $571,362 payable to former non-executive employees. | |
Promissory notes with certain former executives | $ 76,783 | |
Severance liabilty payable to former non-executive employees in 18 monthly installments starting on July 27, 2009 | 571,362 | |
Total remaining severance liability | $ 620,613 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Related party payables | $ 1,920,332 | $ 1,385,901 | |
The RHL Group, Inc. | |||
Nature of Common Ownership or Management Control Relationships | Our Chairman and Chief Executive Officer, Robert H. Lorsch, is also the Chief Executive Officer of The RHL Group, Inc. and has full voting power over all of the capital stock of The RHL Group, Inc. Mr. Lorsch directly and indirectly through The RHL Group, Inc., beneficially owns approximately 32.1% our total outstanding voting stock. The RHL Group, Inc. has loaned us money pursuant to the Eleventh Amended Note and all predecessor notes. See Note 3 - Related Party Note Payable above. The RHL Group is an investment holding company which provides consulting, operational and technical services to us, which we refer to as the RHL Services. As part of the RHL Services, The RHL Group provides us with unrestricted access to its internal business and relationship contact database of more than 10,000 persons and entities, which includes clients of The RHL Group and other individuals which may hold value to us. The RHL Group also provides infrastructure support to us, including allowing us unlimited access to its facilities, equipment, and data, information management and server systems. In addition to allowing us the use of its office support personnel, The RHL Group has also consented to allow us to utilize the full-time services of Mr. Lorsch as our President, Chairman and Chief Executive Officer, which requires substantial time and energy away from his required duties as The RHL Group's Chairman and Chief Executive Officer. In addition, The RHL Group has made Kira Reed, available as our spokesperson. Ms. Reed, who is Mr. Lorsch's spouse, also manages our social networking activities. In consideration for the above, The RHL Group, Inc. has a consulting arrangement with MMR. A copy of the consulting agreement is filed as an exhibit in our Form 8-K, as filed with the SEC on May 4, 2009 and is hereby incorporated by reference. | ||
Bernard Stolar | |||
Nature of Common Ownership or Management Control Relationships | We incurred $37,500 during the nine months ended September 30, 2016 and 2015, toward marketing consulting services from Bernard Stolar, a director. We included $260,523 and $206,272 in related party payables as of September 30, 2016 and December 31, 2015, respectively, in connection with these services and board fees. | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 37,500 | $ 37,500 | |
Related party payables | $ 260,523 | 206,272 | |
Significant Vendor | |||
Nature of Common Ownership or Management Control Relationships | We contract with a significant vendor for the development and maintenance of the software applications necessary to run our MyMedicalRecords PHR, MyEsafeDepositBox and MyMedicalRecords Pro products. Our outside developer supports our software development needs through a team of software engineers, programmers, quality control personnel and testers, who work with our internal product development team on all aspects of application development, design, integration and support of our products. This vendor is also a stockholder. For the nine months ended September 30, 2016 and 2015, the total expenses relating to this stockholder amounted to $90,000 and $90,000, respectively. In addition, we capitalized $0 of software development costs for the quarter ended September 30, 2016. As of September 30, 2016 and December 31, 2015, the total amounts due to the stockholder and included in related party payables amounted to $195,000 and $105,000 respectively. | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 90,000 | $ 90,000 | |
Related party payables | $ 195,000 | $ 105,000 |