Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 23, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Akers Biosciences Inc | ||
Entity Central Index Key | 1321834 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Current Reporting Status | Yes | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $20,852,006 | ||
Entity Common Stock, Shares Outstanding | 5,144,837 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash | $455,841 | $103,634 |
Marketable Securities | 9,264,961 | |
Trade Receivables (net) | 2,018,290 | 118,404 |
Trade Receivables - Related Party | 1,209,388 | |
Notes Receivable - Related Party | 266,457 | |
Other Receivables | 41,435 | 748,962 |
Inventories (net) | 905,116 | 1,025,104 |
Other Current Assets | 107,633 | 163,890 |
Total Current Assets | 13,059,733 | 3,369,382 |
Non-Current Assets | ||
Notes Receivable - Related Party | 1,209,309 | |
Property, plant and equipment, net | 201,483 | 267,321 |
Intangible assets, net | 2,176,065 | 2,434,637 |
Other Assets | 4,282 | 4,282 |
Total Non-Current Assets | 3,591,139 | 2,706,240 |
Total Assets | 16,650,872 | 6,075,622 |
Current Liabilities | ||
Trade and Other Payables | 1,538,430 | 1,000,413 |
Other Payables - Related Party | 6,586 | |
Short-Term Notes Payable - Related Party | 307,500 | |
Deferred Revenue - Related Party | 305,556 | 333,333 |
Total Current Liabilities | 1,843,986 | 1,647,832 |
Non-Current Liabilities | ||
Deferred Revenue - Related Party | 305,556 | |
Total Non-Current Liabilities | 305,556 | |
Total Liabilities | 1,843,986 | 1,953,388 |
EQUITY | ||
Convertible Preferred Stock, No par value, 50,000,000 shares authorized, no shares issued and outstanding as of December 31, 2014 and December 31, 2013 | ||
Common Stock, No par value, 500,000,000 shares authorized, 4,954,837 and 2,167,837 issued and outstanding as of December 31, 2014 and December 31, 2013 | 99,691,096 | 85,843,360 |
Accumulated Deficit | -84,864,086 | -81,721,126 |
Accumulated Comprehensive loss | -20,124 | |
Total Equity | 14,806,886 | 4,122,234 |
Total Liabilities and Equity | $16,650,872 | $6,075,622 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, No Par Value | $0 | $0 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, No Par Value | $0 | $0 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 4,954,837 | 2,167,837 |
Common Stock, Shares, Outstanding | 4,954,837 | 2,167,837 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | ||
Product Revenue | $3,317,462 | $1,325,178 |
Product Revenue - Related party | 766,379 | 1,719,340 |
License Revenue | 10,000 | 200,000 |
License Revenue - Related party | 333,333 | 333,333 |
Total Revenue | 4,427,174 | 3,577,851 |
Cost of Sales: | ||
Product Cost of Sales | -1,175,232 | -1,913,844 |
Gross Profit | 3,251,942 | 1,664,007 |
Administrative Expenses | 3,784,078 | 1,095,950 |
Administrative Expenses - Related parties | 195,002 | 428,676 |
Sales and Marketing Expenses | 1,302,103 | 684,720 |
Research and Development Expenses | 916,308 | 1,006,800 |
Amortization of Non-Current Assets | 258,572 | 258,572 |
Loss from Operations | -3,204,121 | -1,810,711 |
Other (Income)/Expenses | ||
Gain on sale of equity investment - Related party | -99,710 | |
Foreign Currency Transaction (Income)/Expense | -2,667 | 57 |
Gain from demutualization of insurance carrier | -4,669 | -91,286 |
Interest and Dividend Income | -69,618 | -1,094 |
Other Income | -91,905 | |
Total Other Income | -76,954 | -283,938 |
Loss Before Income Taxes | -3,127,167 | -1,526,773 |
Income Tax Benefit | ||
Preferred Stock Dividend | 15,793 | |
Net Loss Attributable to Common Stockholders | -3,142,960 | -1,526,773 |
Other Comprehensive Loss | ||
Unrealized Losses on Marketable Securities | -20,124 | |
Total Other Comprehensive Loss | -20,124 | |
Comprehensive Loss | ($3,163,084) | ($1,526,773) |
Basic & diluted loss per common share | ($0.66) | ($0.96) |
Weighted average basic & diluted common shares outstanding | 4,745,684 | 1,596,722 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholder's Equity | Preferred Stock [Member] | Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Comprehensive Loss [Member] | Total |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |
Balance at Dec. 31, 2012 | $225,000 | $83,273,376 | ($80,194,353) | $3,304,023 | |
Balance, shares at Dec. 31, 2012 | 1,278,948 | ||||
Private placement of Common Shares | 1,600,000 | 1,600,000 | |||
Private placement of Common Shares, shares | 512,820 | ||||
Dividends paid on Series A Convertible Preferred Stock | |||||
Conversion of Series A Preferred Stock | -225,000 | 225,000 | |||
Conversion of Series A Preferred Stock, shares | 320,512 | ||||
Retirement of Common Shares for conversion of Series A Preferred shares | -40 | -40 | |||
Retirement of Common Shares for conversion of Series A Preferred shares, shares | -58,515 | ||||
Private placements of Common Shares net of offering costs of $55,708 | 745,024 | 745,024 | |||
Private placements of Common Shares net of offering costs of $55,708, shares | 114,072 | ||||
Unrealized Gains/(Losses) on Marketable Securities | |||||
Net loss for the period | -1,526,773 | -1,526,773 | |||
Balance at Dec. 31, 2013 | 85,843,360 | -81,721,126 | 4,122,234 | ||
Balance, shares at Dec. 31, 2013 | 2,167,837 | ||||
Dividends paid on Series A Convertible Preferred Stock | -15,793 | 0 | -15,793 | ||
Initial public offering, net of offering costs of $1,897,164 | 13,101,336 | 0 | 0 | 13,101,336 | |
Initial public offering, net of offering costs of $1,897,164, shares) | 2,727,000 | ||||
Issuance of Non-Qualified Stock Options for Directors & Officers | 357,276 | 0 | 0 | 357,276 | |
Issuance of Non-Qualified Stock Options for Key Employees | 192,324 | 0 | 0 | 192,324 | |
Issuance of Restricted Common Shares for Services | 196,800 | 0 | 0 | 196,800 | |
Issuance of Restricted Common Shares for Services, shares | 60,000 | ||||
Unrealized Gains/(Losses) on Marketable Securities | -20,124 | -20,124 | |||
Net loss for the period | 0 | -3,127,167 | -3,127,167 | ||
Balance at Dec. 31, 2014 | $99,691,096 | ($84,864,086) | ($20,124) | $14,806,886 | |
Balance, shares at Dec. 31, 2014 | 4,954,837 |
Consolidated_Statement_of_Chan1
Consolidated Statement of Changes in Stockholder's Equity (Parenthetical) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | ||
Offering costs | $1,897,164 | $55,708 |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flow (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | ||
Net loss for the period | ($3,127,167) | ($1,526,773) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accrued interest and dividends on marketable securities | -18,473 | |
Decrease in reserve for inventory obsolescence | -3,061 | |
Depreciation and amortization | 349,398 | 354,397 |
Gain from demutualization of insurer | -4,669 | -91,286 |
Gain on sale of equity investment | -99,710 | |
Non-cash share based compensation | 549,600 | |
Non-cash share based payment for services | 196,800 | |
Reversal of old trade payables | -91,905 | |
Changes in assets and liabilities | ||
Increase in trade receivables | -1,899,886 | -17,191 |
Increase in trade receivables - related party | -1,199,375 | |
Increase in notes receivables - related party | -266,378 | |
(Increase)/decrease in other receivables | -37,497 | 559 |
Decrease in license fees receivable - related party | 450,000 | |
(Increase)/decrease in inventories | 123,049 | -37,251 |
(Increase)/decrease in other assets | 56,257 | -95,992 |
Increase in trade and other payables | 538,017 | 116,739 |
Decrease in other payables - related party | -6,586 | -51,957 |
Decrease in legal settlement liabilities | -106,924 | |
Decrease in deferred revenue - related party | -333,333 | -333,333 |
Net cash used in operating activities | -3,883,929 | -2,730,002 |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | -24,988 | -123,132 |
Purchases of marketable securities | -12,551,106 | |
Proceeds from demutualization of insurance carrier | 4,669 | 91,286 |
Proceeds from sale of equity investment | 100,000 | |
Proceeds from sale of marketable securities | 3,284,494 | |
Net cash (used in)/provided by investing activities | -9,286,931 | 68,154 |
Cash flows from financing activities | ||
Proceeds from note receivable - related party for Series A Convertible Preferred Stock | 225,000 | |
(Payment)/Proceeds of short-term note payable - related party | -307,500 | 307,500 |
Proceeds from other receivable for London Private Placement | 745,024 | |
Proceeds from issuance of common shares | 1,599,960 | |
Net proceeds from issuance of common stock in initial public offering | 13,101,336 | |
Dividend distribution on Series A Convertible Preferred Stock | -15,793 | |
Net cash provided by financing activities | 13,523,067 | 2,132,460 |
Net increase/(decrease) in cash | 352,207 | -529,388 |
Cash at beginning of period | 103,634 | 633,022 |
Cash at end of period | 455,841 | 103,634 |
Supplemental Schedule of Non-Cash Financing and Investing Activities | ||
Unrealized losses on marketable securities | -20,124 | |
Conversion of trade receivable - related party as of December 31, 2013 to a note receivable in the year ended December 31, 2014 | -1,209,388 | |
Other receivable for proceeds of London Private Placement | $745,024 |
Nature_of_Business
Nature of Business | 12 Months Ended | ||
Dec. 31, 2014 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Nature of Business | Note 1 - Nature of Business | ||
(a) | Reporting Entity | ||
The accompanying audited financial statements have been prepared by Akers Biosciences, Inc. (“ABI” or the “Company”), a company domiciled in the United States of America. The address of the Company’s registered office is 201 Grove Road, West Deptford, New Jersey, 08086. The Company is incorporated in the United States of America under the laws of the State of New Jersey. | |||
The consolidated financial statements include two dormant subsidiaries, Akers Acquisition Sub, Inc. and Bout Time Marketing Corporation. All material intercompany transactions have been eliminated upon consolidation. | |||
(b) | Nature of Business | ||
The Company’s primary focus is the development and sale of disposable diagnostic testing devices that can be performed in minutes, to facilitate time sensitive therapeutic decisions. The Company’s main products are a disposable breathalyzer test that measures the blood alcohol content of the user, a rapid test detecting the antibody causing an allergic reaction to Heparin and a disposable breathalyzer test that measures Free Radical activity in the human body. When the Company enters into an agreement with a new distributor it typically requires an upfront licensing fee to be paid for the right to sell the Company’s products in specific markets. |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Basis of Presentation | Note 2 - Basis of Presentation | ||
(a) | Statement of Compliance | ||
The consolidated financial statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP). | |||
The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements. | |||
(b) | Use of Estimates and Judgments | ||
The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for preferred stock, allowances for doubtful accounts, inventory write-downs, impairment of intangible assets and valuation of share based payments. | |||
(c) | Functional and Presentation Currency | ||
These consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information presented in U.S. Dollars has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from loans and cash balances denominated in Foreign Currencies, are recorded in the consolidated statement of operations and comprehensive loss. | |||
(d) | Comprehensive Income | ||
The Company follows Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 220 in reporting comprehensive income (loss). Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Significant Accounting Policies | Note 3 - Significant Accounting Policies | ||
(a) | Cash and Cash Equivalents | ||
Cash and cash equivalents comprise cash balances. The Company considers all highly liquid investments, which include short-term bank deposits (up to 3 months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. Bank overdrafts are shown as part of trade and other payables in the consolidated balance sheet. | |||
(b) | Fair Value of Financial Instruments | ||
The Company’s financial instruments consist of cash and cash equivalents, marketable securities, receivables and trade and other payables. The carrying value of cash and cash equivalents, receivables and trade and other payables approximate their fair value because of their short maturities. The Company believes the carrying amount of its note receivable approximates its fair value based on rates and other terms. The fair value of marketable securities is described in Note 3(c). | |||
(c) | Fair Value Measurement – Marketable Securities | ||
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: | |||
Level 1 | Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. | ||
Level 2 | Inputs to the valuation methodology include | ||
● | quoted prices for similar assets or liabilities in active markets; | ||
● | quoted prices for identical or similar assets or liabilities in inactive markets; | ||
● | inputs other than quoted prices that are observable for the asset or liability; | ||
● | inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. | |||
Level 3 | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | ||
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. | |||
(d) | Trade Receivables, Trade Receivables – Related Party and Allowance for Doubtful Accounts | ||
The carrying amounts of current trade receivables is stated at cost, net of allowance for doubtful accounts and approximate their fair value given their short term nature. | |||
The normal credit terms extended to customers ranges between 30 and 90 days. The Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade and other receivables. A considerable amount of judgment is required in assessing the amount of allowance. The Company considers the historical level of credit losses, makes judgments about the credit worthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. | |||
As of December 31, 2014 and 2013, allowances for doubtful accounts were $- and $-. Allowances charged for doubtful accounts amounted to $- and $- for the years ended December 31, 2014 and 2013. | |||
(e) | Concentration of Credit Risk | ||
The Company is exposed to credit risk in the normal course of business primarily related to trade receivables and cash and cash equivalents. | |||
All of the Company’s cash is maintained with Fulton Bank of New Jersey, Bank of America, NA and PayPal. The funds are insured by the FDIC up to a maximum of $250,000, but are otherwise unprotected. The Company placed $399,417 and $- with Fulton Bank of New Jersey, $52,384 and $99,418 with Bank of America, NA and $4,040 and $4,216 with PayPal as of December 31, 2014 and 2013. No losses have been incurred in these accounts. | |||
Concentration of credit risk with respect to trade receivables exists as approximately 85% of the Company’s revenue is generated by four customers. These customers accounted for 96% of trade receivables as of December 31, 2014. In order to limit such risks, the Company performs ongoing credit evaluations of its customers’ financial condition. | |||
Included in accounts receivable as of December 31, 2014 is a receivable of $1,000,000 due to be paid in two increments of $500,000, the first on April 30, 2015 and the second on July 30, 2015. Additionally, a receivable of $864,000 is due on June 25, 2015 (Note 3(j)). | |||
(f) | Inventories | ||
Inventories are measured at the lower of cost or market. The cost of inventories is based on the weighted-average principle, and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, costs include an appropriate share of production overheads based on normal operating capacity. | |||
(g) | Property, Plant and Equipment | ||
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. | |||
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within “other income” in the consolidated statement of operations and comprehensive loss. | |||
Depreciation is recognized in profit and loss on the accelerated basis over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. | |||
The estimated useful lives for the current and comparative periods are as follows: | |||
Useful Life | |||
(in years) | |||
Plant and equipment | 12-May | ||
Furniture and fixtures | 10-May | ||
Computer equipment & software | 5-Mar | ||
Depreciation methods, useful lives and residual values are reviewed at each reporting date. | |||
(h) | Intangible Assets | ||
(i) | Patents and Trade Secrets | ||
The Company has developed or acquired several diagnostic tests that can detect the presence of various substances in a person’s breath, blood, urine and saliva. Propriety protection for the Company’s products, technology and process is important to its competitive position. To date, the Company has eleven patents from the United States Patent Office in effect (7,896,167, 8,097,171, 7,285,246, 7,837,936, 8,003,061, 8,425,859, 5,565,366, 5,827,749, D691,056, D691,057 and D691,058). Other patents are in effect in Australia through the Design Registry (348,310, 348,311 and 348,312), the Community Trade Mark in the European Union ((OHIM) 002216895-0001, 002216895-0002 and 002216895-0003) and in Japan (4,885,134 and 4,931,821). Patents are in the national phase of prosecution in many Patent Cooperation Treaty participating countries. Additional proprietary technology consists of numerous different inventions. The Company intends to file additional patent applications, where appropriate, relating to new products, technologies and their use in the U.S., European and Asian markets. Management intends to protect all other intellectual property (e.g. copyrights, trademarks and trade secrets) using all legal remedies available to the Company. | |||
(ii) | Patent Costs | ||
Costs associated with applying for patents are capitalized as patent costs. Once the patents are approved, the respective costs are amortized over their estimated useful lives (maximum of 17 years) on a straight-line basis. Patent pending costs for patents that are not approved are charged to operations the year the patent is rejected. | |||
In addition, patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life. | |||
(iii) | Other Intangible Assets | ||
Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. | |||
(iv) | Amortization | ||
Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: | |||
Useful Life | |||
(in years) | |||
Patents and trademarks | 17-Dec | ||
Customer lists | 5 | ||
(i) | Recoverability of Long Lived Assets | ||
In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. | |||
The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. | |||
(j) | Revenue Recognition | ||
In accordance with FASB ASC 605, the Company recognizes revenue when (i) persuasive evidence of a customer or distributor arrangement exists, (ii) a retailer, distributor or wholesaler receives the goods and acceptance occurs, (iii) the price is fixed or determinable, and (iv) the collectability of the revenue is reasonably assured. Subject to these criteria, the Company recognizes revenue from product sales when title passes to the customer based on shipping terms. The Company typically does not accept returns nor offer charge backs or rebates except for certain distributors. Revenue recorded is net of any discount, rebate or sales return. No accrual for estimated sales returns and rebate incentives are necessary as of December 31, 2014 and 2013. | |||
The Company’s new distributor in Australia, Singapore, Oman and the United Arab Emirates, Thirty Six Strategies General Trading LLC (“36S”), a related party, placed their first order for one of the Company’s Rapid Enzymatic Assay (“REA”) based products during the three months ended June 30, 2014. The Company with the assistance of 36S, has submitted the product to Australia’s Therapeutic Goods Administration (“TGA”) and is awaiting final government approval for 36S to begin marketing the product. Although 36S has the right to return this product should the TGA deny government approval, the Company believes the likelihood of rejection is minimal and therefore recognized the entire sales transaction of $864,000 in revenue during the three months ended June 30, 2014. The product carries a United States Food and Drug Administration (“FDA”) Over-the-Counter approval (FDA K880723), three Conformité Européenne (“CE”) Marks (DE/CA09/0170/IVD/1428; DE/CA09/0170/IVD/1429; DE/CA09/0170/IVD/1430) for the European Economic Area and a Health Canada approval (73007) for Canada. The Company has never been denied a foreign government approval for any of its products that carries an FDA approval. | |||
The sole condition under which the product can be returned is the failure of the Company to attain TGA approval for the test. Given the existing approvals attained by the Company for the product and the Company’s history with attaining foreign government approvals, the Company has determined that the risk of a product return is insignificant. | |||
The Company granted 36S extended terms for this specific sale, as allowed in the distribution agreement, to allow Australia’s Therapeutic Goods Administration time to issue the government approval required for them to begin actively marketing the product. The Company believes that the receivable is fully collectable and therefore no allowance for doubtful accounts is deemed necessary. | |||
Based on the above, the Company determined that the revenue recognition for this transaction is in accordance with the FASB ASC 605-15-25-1 and 605-15-25-3. | |||
License fee revenue is recognized on a straight-line basis over the term of the license agreement. | |||
When the Company enters into arrangements that contain more than one deliverable, the Company allocates revenue to the separate elements under the arrangement based on their relative selling prices in accordance with FASB ASC 605-25. | |||
(k) | Income Taxes | ||
The Company follows FASB ASC 740 when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. | |||
(l) | Shipping and Handling Fees and Costs | ||
The Company charges actual shipping plus a handling fee to customers, which amounted to $35,454 and $40,714 for the years ended December 31, 2014 and 2013. These fees are classified as part of product revenue in the consolidated statement of operations and comprehensive loss. Shipping and other related delivery costs, including those for incoming raw materials are classified as part of the cost of net revenue, which amounted to $71,416 and $96,187 for the years ended December 31, 2014 and 2013. | |||
(m) | Research and Development Costs | ||
In accordance with FASB ASC 730, research and development costs are expensed when incurred. | |||
(n) | Stock-based Payments | ||
The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over shorter of the period over which services are to be received or the vesting period. | |||
The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505-50, “Equity-Based Payments to Non-Employees”. Under FASB ASC 505-50, the Company determines the fair value of the stock warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. | |||
All issuances of stock warrants or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the period which services are to be received. | |||
(o) | Basic and Diluted Earnings per Share of Common Stock | ||
Basic earnings per common share are based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive, i.e. the exercise prices of the outstanding stock options were greater than the market price of the common stock. | |||
(p) | Recently Adopted Accounting Pronouncements | ||
As of December 31, 2014 and for the year then ended, there were no recently adopted accounting pronouncements that had a material effect on the Company’s financial statements. | |||
(q) | Recently Issued Accounting Pronouncements not Yet Adopted | ||
As of December 31, 2014, there are no recently issued standards not yet adopted which would have a material effect on the Company’s financial statements through 2016. |
Fair_Value_Measurement_Marketa
Fair Value Measurement - Marketable Securities | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||||||
Fair Value Measurement - Marketable Securities | Note 4 - Fair Value Measurement - Marketable Securities | ||||||||||||||||||||
Following is a description of the valuation methodologies used for assets measured at fair value as of December 31, 2014. There were no marketable securities as of December 31, 2013. | |||||||||||||||||||||
U.S. Agency Securities, Corporate and Municipal Securities and Certificates of Deposits: Valued using pricing models maximizing the use of observable inputs for similar securities. This includes basing value on yields currently available on comparable securities of issuers with similar credit ratings. | |||||||||||||||||||||
2014 | |||||||||||||||||||||
Accrued | Unrealized | Unrealized | Fair | ||||||||||||||||||
Cost | Income | Gains | Losses | Value | |||||||||||||||||
Level 2: | |||||||||||||||||||||
Money market funds | $ | 1,795 | $ | - | $ | - | $ | - | $ | 1,795 | |||||||||||
US agency securities | 297,699 | 360 | - | (141 | ) | 297,918 | |||||||||||||||
Certificates of deposits | 3,430,000 | 10,653 | - | (11,236 | ) | 3,429,417 | |||||||||||||||
Corporate securities | 1,528,308 | 5,037 | - | (6,631 | ) | 1,526,714 | |||||||||||||||
Municipal securities | 4,008,811 | 2,422 | - | (2,116 | ) | 4,009,117 | |||||||||||||||
Total Level 2: | 9,266,613 | 18,472 | - | (20,124 | ) | 9,264,961 | |||||||||||||||
Total: | $ | 9,266,613 | $ | 18,472 | $ | - | $ | (20,124 | ) | $ | 9,264,961 | ||||||||||
Marketable securities include U.S. agency securities, corporate securities, and municipal securities, which are classified as available for sale. The securities are valued at fair market value. Maturities of the securities range from one to twenty years. Unrealized losses relating to the available for sale investment securities were recorded in the consolidated statement of changes in stockholders’ equity as comprehensive income. These amounts were $20,124 and $- (net of effect of income tax expense of $-0-) for the years ended December 31, 2014 and 2013. | |||||||||||||||||||||
As of December 31, 2014, investments in U.S. agency securities, corporate securities and municipal securities classified as available for sale mature as follows: | |||||||||||||||||||||
Within | After | ||||||||||||||||||||
1 Year | 1 - 5 Years | 5 - 10 Years | 10 Years | ||||||||||||||||||
$ | 4,397,395 | $ | 4,767,538 | $ | - | $ | 100,028 | ||||||||||||||
Proceeds from the sale of marketable securities in the year ended December 31, 2014 is $3,284,494. Gross gain and gross loss as a result of the sales amounted to $861 and $110. | |||||||||||||||||||||
Note_Receivable_Related_Partie
Note Receivable - Related Parties | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Receivables [Abstract] | ||||||||||||||
Note Receivable - Related Parties | Note 5 - Note Receivable – Related Parties | |||||||||||||
On December 31, 2014 a note of $1,475,766 was issued to the Company in exchange for the Company’s open trade receivables from ChubeWorkx Guernsey Limited, a major shareholder. It is payable in sixty equal installments of $27,734 commencing January 1, 2015 and has an interest rate of 5% per annum. Installments due on the first of January, February and March 2015 have been settled. | ||||||||||||||
In the event of default, the Company, at its sole discretion, has the right to redeem any and all Company shares owned by ChubeWorkx Guernsey Limited to satisfy the monies owed to the Company under this note. | ||||||||||||||
The scheduled cash flow from the note is as follows: | ||||||||||||||
Principal | Interest | Total | ||||||||||||
Next 12 Months | $ | 266,457 | $ | 66,350 | $ | 332,807 | ||||||||
Next 13-24 Months | 280,090 | 52,718 | 332,808 | |||||||||||
Next 25-36 Months | 294,420 | 38,388 | 332,808 | |||||||||||
Next 37-48 Months | 309,483 | 23,325 | 332,808 | |||||||||||
Next 49-60 Months | 325,316 | 7,491 | 332,807 | |||||||||||
$ | 1,475,766 | $ | 188,272 | $ | 1,664,038 |
Inventories
Inventories | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventories | Note 6 - Inventories | ||||||||
Inventories at December 31, 2014 and 2013 consists of the following categories: | |||||||||
2014 | 2013 | ||||||||
Raw Materials | $ | 413,897 | $ | 299,464 | |||||
Sub-Assemblies | 433,793 | 335,229 | |||||||
Finished Goods | 86,365 | 422,411 | |||||||
Reserve for Obsolescence | (28,939 | ) | (32,000 | ) | |||||
$ | 905,116 | $ | 1,025,104 | ||||||
For the years ended December 31, 2014 and 2013 $- was charged to cost of goods sold for obsolete inventory. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment | Note 7 - Property, Plant and Equipment | ||||||||
Property, plant and equipment as of December 31, 2014 and 2013 are as follows: | |||||||||
2014 | 2013 | ||||||||
Computer Equipment | $ | 100,405 | $ | 100,405 | |||||
Computer Software | 30,736 | 22,930 | |||||||
Office Equipment | 50,049 | 50,049 | |||||||
Furniture & Fixtures | 29,939 | 29,939 | |||||||
Machinery & Equipment | 1,111,005 | 1,098,503 | |||||||
Molds & Dies | 654,327 | 649,647 | |||||||
Leasehold Improvements | 222,594 | 222,594 | |||||||
2,199,055 | 2,174,067 | ||||||||
Less | |||||||||
Accumulated Depreciation | 1,997,572 | 1,906,746 | |||||||
$ | 201,483 | $ | 267,321 | ||||||
During the years ended December 31, 2014 and 2013 depreciation expense was $90,826 and $95,825. |
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Intangible Assets | Note 8 - Intangible Assets | ||||||||||||
Intangible assets as of December 31, 2014 and 2013 and the movements for the years then ended are as follows: | |||||||||||||
Distributor & | |||||||||||||
Patents & | Customer | ||||||||||||
Trademarks | Relationships | Totals | |||||||||||
Cost or Deemed Cost | |||||||||||||
At December 31, 2012 | $ | 3,851,494 | $ | 1,270,639 | $ | 5,122,133 | |||||||
Additions | - | - | - | ||||||||||
Disposals | - | - | - | ||||||||||
At December 31, 2013 | $ | 3,851,494 | $ | 1,270,639 | $ | 5,122,133 | |||||||
Accumulated Amortization | |||||||||||||
At December 31, 2012 | $ | 1,158,285 | $ | 1,270,639 | $ | 2,428,924 | |||||||
Amortization Charge | 258,572 | - | 258,572 | ||||||||||
Disposals | - | - | - | ||||||||||
At December 31, 2013 | $ | 1,416,857 | $ | 1,270,639 | $ | 2,687,496 | |||||||
Net Book Value | |||||||||||||
At December 31, 2012 | $ | 2,693,209 | $ | - | $ | 2,693,209 | |||||||
At December 31, 2013 | $ | 2,434,637 | $ | - | $ | 2,434,637 | |||||||
Cost or Deemed Cost | |||||||||||||
At December 31, 2013 | $ | 3,851,494 | $ | 1,270,639 | $ | 5,122,133 | |||||||
Additions | - | - | - | ||||||||||
Disposals | - | - | - | ||||||||||
At December 31, 2014 | $ | 3,851,494 | $ | 1,270,639 | $ | 5,122,133 | |||||||
Accumulated Amortization | |||||||||||||
At December 31, 2013 | $ | 1,416,857 | $ | 1,270,639 | $ | 2,687,496 | |||||||
Amortization Charge | 258,572 | - | 258,572 | ||||||||||
Disposals | - | - | - | ||||||||||
At December 31, 2014 | $ | 1,675,429 | $ | 1,270,639 | $ | 2,946,068 | |||||||
Net Book Value | |||||||||||||
At December 31, 2013 | $ | 2,434,637 | $ | - | $ | 2,434,637 | |||||||
At December 31, 2014 | $ | 2,176,065 | $ | - | $ | 2,176,065 | |||||||
During the years ended December 31, 2014 and 2013 amortization expense was $258,572. | |||||||||||||
The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows: | |||||||||||||
Period | Amount | ||||||||||||
2015 | $ | 258,572 | |||||||||||
2016 | $ | 258,572 | |||||||||||
2017 | $ | 258,572 | |||||||||||
2018 | $ | 258,572 | |||||||||||
2019 | $ | 258,572 |
Trade_and_Other_Payables
Trade and Other Payables | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Trade and Other Payables | |||||||||
Note 9 - Trade and Other Payables | |||||||||
Trade and other payables as of December 31, 2014 and 2013 are as follows: | |||||||||
2014 | 2013 | ||||||||
Trade Payables | $ | 364,079 | $ | 623,157 | |||||
Other Payables | 1,174,351 | 377,256 | |||||||
$ | 1,538,430 | $ | 1,000,413 | ||||||
Trade and other payables are non-interest bearing and are normally settled on 30 – 60 day terms. |
Deferred_Revenue_Related_Party
Deferred Revenue - Related Party | 12 Months Ended |
Dec. 31, 2014 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue - Related Party | Note 10 - Deferred Revenue – Related Party |
Deferred revenue represents the unearned revenue from the 3-year exclusive License and Supply Agreement with ChubeWorkx Guernsey Limited (Note 15) for the purchase and distribution of the Company’s proprietary breathalyzer that was signed in June 2012. As of December 31, 2014, 8,120,000 units have been shipped. The license revenue is being recognized monthly on a straight line basis over the 3-year term of the agreement. |
Sharebased_Payments
Share-based Payments | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||
Share-based Payments | Note 11 - Share-based Payments | |||||||||||||||||
On January 23, 2014, upon effectiveness of the registration statement filed with the SEC, the Company adopted the 2013 Stock Incentive Plan (the “Plan”) which will provide for the issuance of up to 400,000 shares. The purpose of the Plan is to provide additional incentive to those officers, employees, consultants and non-employee directors of the Company and its parents, subsidiaries and affiliates whose contributions are essential to the growth and success of the Company’s business. | ||||||||||||||||||
The 2013 Plan may be administered by the board or a board-appointed committee. Eligible recipients of option awards are employees, officers, consultants or directors (including non-employee directors) of the Company or of any parent, subsidiary or affiliate of the Company. The board has the authority to grant to any eligible recipient any options, restricted stock or other awards valued in whole or in part by reference to, or otherwise based on, our common stock. | ||||||||||||||||||
(a) | Stock Warrants | |||||||||||||||||
The Company has issued warrants to various employees, consultants and members of the Board of Directors of the Company for their services either in connection with the Company’s ongoing efforts to raise capital or the development of the Company’s products. In addition, the Company has granted warrants to lenders in connection with the issuance of debt. Each warrant granted may be exchanged for a prescribed number of shares of common stock. The warrants expire March 18, 2015. | ||||||||||||||||||
Weighted | ||||||||||||||||||
Average | ||||||||||||||||||
Weighted | Remaining | Aggregate | ||||||||||||||||
Number of | Average | Contractual | Intrinsic | |||||||||||||||
Shares | Exercise Price | Term (years) | Value | |||||||||||||||
Balance at December 31, 2013 | 1,989 | $ | 71.76 | |||||||||||||||
Granted | - | - | ||||||||||||||||
Exercised | - | - | ||||||||||||||||
Forfeited | - | - | ||||||||||||||||
Canceled/Expired | - | - | ||||||||||||||||
Balance at December 31, 2014 | 1,989 | $ | 71.76 | |||||||||||||||
Exercisable as of December 31, 2014 | 1,989 | $ | 71.76 | 0.21 | $ | - | ||||||||||||
(b) | Stock options | |||||||||||||||||
Qualified option holders may exercise their options at their discretion. Each option granted may be exchanged for a prescribed number of shares of common stock. | ||||||||||||||||||
On June 10, 2014 the Company approved issuance of 115,000 options to purchase common shares to Directors and Officers at an exercise price of $5.50 per common share and 60,000 options to purchase common shares to key employees at an exercise price of $3.98 per common share. These options were issued under the 2013 Incentive Stock and Award Plan, in which an aggregate of up to 400,000 shares of the Company’s common shares are reserved for issuance. All options are immediately exercisable and carry a five year expiration. | ||||||||||||||||||
The calculated fair value of these options was distributed to the following categories on the consolidated statement of operations and comprehensive loss: | ||||||||||||||||||
Expense Category | 2014 | 2013 | ||||||||||||||||
Cost of Goods | $ | 24,040 | $ | - | ||||||||||||||
General & Administrative | 357,276 | - | ||||||||||||||||
Sales & Marketing | 48,081 | - | ||||||||||||||||
Research & Development | 120,203 | - | ||||||||||||||||
$ | 549,600 | $ | - | |||||||||||||||
The options and warrants issued under the above four plans were valued using a Black Scholes option pricing model. The assumptions utilized in calculating the value of the issued options under Black Scholes are as follows: | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Expected option term | 5 yrs | n/a | ||||||||||||||||
Expected volatility | 127.32 | % | n/a | |||||||||||||||
Expected divident yeild | 0 | % | n/a | |||||||||||||||
Risk free interest rate | 1.71 | % | n/a | |||||||||||||||
The following table summarizes the option activities for the year ended December 31, 2014: | ||||||||||||||||||
Average | ||||||||||||||||||
Weighted | Remaining | Aggregate | ||||||||||||||||
Number of | Average | Contractual | Intrinsic | |||||||||||||||
Shares | Exercise Price | Term (years) | Value | |||||||||||||||
Balance at December 31, 2013 | - | $ | - | |||||||||||||||
Granted | 175,000 | 4.98 | ||||||||||||||||
Exercised | - | - | ||||||||||||||||
Forfeited | - | - | ||||||||||||||||
Canceled/Expired | - | - | ||||||||||||||||
Balance at December 31, 2014 | 175,000 | $ | 4.98 | |||||||||||||||
Exercisable as of December 31, 2014 | 175,000 | $ | 4.98 | 4.5 | $ | 600 | ||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $3.99 for our common shares on December 31, 2014. | ||||||||||||||||||
The total grant date fair value of stock options vested for the years ended December 31, 2014 and 2013 was $549,600 and $-. | ||||||||||||||||||
As of December 31, 2014, there was $- of unrecognized compensation cost related to outstanding employee stock options. |
Equity
Equity | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||
Equity | Note 12 - Equity | |||||||||||||||||
The holders of common shares are entitled to one vote per share at meetings of the Company. Holders of Series A convertible preferred shares are entitled to five votes per share at meetings of the Company. | ||||||||||||||||||
At December 31, 2013, the Company had an undeclared dividend due to Series A Convertible Preferred shareholders in the amount of $15,793. The dividend was declared by the Board on May 12, 2014 and paid to shareholders on June 25, 2014. | ||||||||||||||||||
On June 12, 2013 the Company, in a private placement to ChubeWorkx, issued 512,820 common shares for $1,600,000. | ||||||||||||||||||
On August 8, 2013, the Company filed a registration statement with the Securities and Exchange Commission seeking authority to begin trading the Company’s common shares on the NASDAQ stock exchange. | ||||||||||||||||||
On November 6, 2013, the Company approved a 156-to-1 reverse stock split of the Company’s common shares to raise the price per share to $10.11 as calculated using the November 6, 2013 closing AIM London Stock Exchange (“LSE”) market price of £0.0405 or $0.0648 per share to facilitate the NASDAQ initial public offering. All shares and per share amounts in the consolidated financial statements have been adjusted to give retroactive effect to the 156-1 reverse stock split. | ||||||||||||||||||
On November 15, 2013, Thomas Knox executed the conversion of 10,000,000 shares of Series A convertible preferred stock to 320,512 shares of common stock (50,000,000 pre-split shares) and entered into a promissory note of $500,000 as a basis to provide the required onetime payment due upon conversion as set forth in the subscription agreement dated September 14, 2012. | ||||||||||||||||||
On December 3, 2013, the note receivable received for the conversion of the Series A convertible preferred stock was cancelled in exchange of 58,515 shares of common stock at the AIM:LSE market closing price of £5.2250 using the exchange rate of $1.6355 or $8.5455 per share. The Company has recorded the receipt of the 58,515 shares as a reduction of the issued and outstanding common stock, as the shares were retired upon receipt. | ||||||||||||||||||
On December 23 2013, the Company issued 114,072 common shares in a private placement offering. The transaction was recorded at the value of the net proceeds. The proceeds were recorded in Other Receivables at December 31, 2013. The cash proceeds from the sale were received on January 2, 2014. The expenses related to this private placement are detailed below: | ||||||||||||||||||
$ | $ | |||||||||||||||||
Gross Proceeds: | 800,732 | |||||||||||||||||
Broker Commission | 40,037 | |||||||||||||||||
Legal Fees | 15,671 | |||||||||||||||||
Total Expenses | 55,708 | |||||||||||||||||
Net Proceeds: | 745,024 | |||||||||||||||||
On January 23, 2014, the Company issued 2,727,000 common shares in an initial public offering on the NASDAQ stock exchange. The transaction was recorded at the value of the net proceeds. The expenses related to this public offering are as follows: | ||||||||||||||||||
$ | $ | |||||||||||||||||
Gross Proceeds: | 14,998,500 | |||||||||||||||||
Underwriter/Aegis Expenses | ||||||||||||||||||
Underwriter Commission | 1,049,895 | |||||||||||||||||
Underwriter Expenses | 149,985 | |||||||||||||||||
Aegis Legal Fees | 80,000 | |||||||||||||||||
Aegis Registration Expenses | 7,500 | |||||||||||||||||
Aegis Miscellaneous Expenses | 36,675 | |||||||||||||||||
Aegis Road Show Expenses | 20,000 | |||||||||||||||||
Total | 1,344,055 | |||||||||||||||||
Akers Biosciences Expenses | ||||||||||||||||||
Legal & Accounting Expenses | 393,298 | |||||||||||||||||
Printing & Document Prep | 62,101 | |||||||||||||||||
Registration Expenses | 55,946 | |||||||||||||||||
Road Show Expenses | 41,764 | |||||||||||||||||
Total | 553,109 | |||||||||||||||||
Net Proceeds: | 13,101,336 | |||||||||||||||||
On August 15, 2014, the Company issued 60,000 common shares in exchange for legal services rendered. The fair value of these shares was $196,800 which was reported as Administrative Expenses on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2014. | ||||||||||||||||||
As of December 31, 2014 and 2013 the Company has reserved shares of its common stock as follows: | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Reserves for: | ||||||||||||||||||
Outstanding Warrants | 1,989 | 1,989 | ||||||||||||||||
2013 Stock Incentive Plan | 175,000 | - | ||||||||||||||||
Total Reserves | 176,989 | 1,989 | ||||||||||||||||
The following is a reconcilement of the movement of shares of Series A Convertible Preferred stock (preferred stock) and common stock: | ||||||||||||||||||
Authorized | Issued | |||||||||||||||||
Preferred | Common | Preferred | Common | |||||||||||||||
Stock | Stock | Stock | Stock | |||||||||||||||
Balance at December 31, 2012 | 50,000,000 | 500,000,000 | 10,000,000 | 1,278,948 | ||||||||||||||
Preferred Shares Converted: | ||||||||||||||||||
15-Nov-13 | - | - | (10,000,000 | ) | 320,512 | |||||||||||||
Shares Cancelled: | ||||||||||||||||||
3-Dec-13 | - | - | - | (58,515 | ) | |||||||||||||
Shares Issued: | ||||||||||||||||||
12-Jun-13 | - | - | - | 512,820 | ||||||||||||||
23-Dec-13 | - | - | - | 114,072 | ||||||||||||||
Balance at December 31, 2013 | 50,000,000 | 500,000,000 | - | 2,167,837 | ||||||||||||||
Shares Issued: | ||||||||||||||||||
23-Jan-14 | - | - | - | 2,727,000 | ||||||||||||||
15-Aug-14 | - | - | - | 60,000 | ||||||||||||||
Balance at December 31, 2014 | 50,000,000 | 500,000,000 | - | 4,954,837 |
Loss_Per_Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 13 - Loss per share |
The calculation of basic and diluted loss per share at December 31, 2014 and 2013 was based on the loss attributable to common shareholders of $3,142,960 and $1,526,773. The basic and diluted weighted average number of common shares outstanding for 2014 and 2013 was 4,745,684 and 1,596,722. | |
Diluted net loss per share is computed using the weighted average number of common and dilutive potential common shares outstanding during the period. | |
Potential common shares consist of preferred stocks, options and warrants. Diluted net loss per common share was the same as basic net loss per common share for the years ended December 31, 2014 and 2013 since the effect of preferred stocks, options and warrants would be anti-dilutive due to the net loss attributable to the common shareholders for the years. Instruments excluded from dilutive earnings per share, because their inclusion would be anti-dilutive, were as follows: incentive and award stock options – 175,000 (2013: -); warrants 1,989 (2013: 1,989). |
Income_Tax_Expense
Income Tax Expense | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Expense | Note 14 - Income Tax Expense | ||||||||
The Company’s income tax benefit/(provision) is as follows: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Current | $ | 1,295,979 | $ | 736,334 | |||||
Deferred | 132,379 | $ | 203,664 | ||||||
Change in Valuation Allowance | (1,428,358 | ) | $ | (939,998 | ) | ||||
Income Tax Benefit | $ | - | $ | - | |||||
As of December 31, 2014 and 2013, the Company had Federal net operating loss carry forwards of approximately $51,300,000 and $47,600,000, expiring through the year ending December 31, 2034. As of December 31, 2014 and 2013, the Company had New Jersey state net operating loss carry forwards of approximately $11,900,000 and $8,100,000, expiring through the year ending December 31, 2021. | |||||||||
The principle components of the deferred tax assets and related valuation allowances as of December 31, 2014 and 2013 are as follows: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Reserves and other | $ | 684,830 | $ | 844,729 | |||||
Net operating loss carry-forwards | 18,754,066 | 17,165,809 | |||||||
Valuation Allowance | (19,438,896 | ) | (18,010,538 | ) | |||||
Net | $ | - | $ | - | |||||
The reconciliation of income taxes using the statutory U.S. income tax rate and the benefit from income taxes for the years ended December 31, 2014 and 2013 are as follows: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Statutory U.S. Federal Income Tax Rate | (35.0 | %) | (35.0 | %) | |||||
New Jersey State income taxes, net of U.S. | |||||||||
Federal tax effect | (5.9 | %) | (5.9 | %) | |||||
Change in Valuation Allowance | 40.9 | % | 40.9 | % | |||||
Net | 0 | % | 0 | % | |||||
The valuation allowance for deferred tax assets as of December 31, 2014 and 2013 was $19,438,896 and $18,010,538. The change in the total valuation for the years ended December 31, 2014 and 2013 were increases of $1,428,358 and $939,998. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the net operating losses and temporary differences become deductible. Management considered projected future taxable income and tax planning strategies in making this assessment. The value of the deferred tax assets was fully offset by a valuation allowance, due to the current uncertainty of the future realization of the deferred tax assets. | |||||||||
The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of January 1, 2014, the Company had no unrecognized tax benefits and no charge during 2014, and accordingly, the Company did not recognize any interest or penalties during 2014 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2014. | |||||||||
The Company files U.S. federal income tax returns and a state income tax returns. The U.S. and state income tax returns filed for the tax years ending on December 31, 2011 and thereafter are subject to examination by the relevant taxing authorities. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 - Related Party Transactions |
On January 12, 2011, the Company entered into a consulting agreement with Nicolette Consulting Group Limited (NCG) for a period of three years under which the Company must pay NCG $27,917 per month in fees and up to $10,000 in reimbursement for monthly expenses (2014: $30,000; 2013: $110,000) for the services of Mr. Nicolette as President and Chief Executive Officer of the Company. The consulting agreement was extended through February 11, 2014 on December 23, 2013 and extended through March 31, 2014 on March 15, 2014. Mr. Nicolette resigned from the Company effective March 28, 2014. | |
On March 17, 2010, in exchange for an exclusive licensing agreement, ABI received a 20 percent equity stake in BreathScan International Ltd (BIL). During 2012, BreathScan International Limited changed its name to en(10) Guernsey Limited (“en(10)”). Thomas A. Nicolette, President and Chief Executive Officer of the Company, was also appointed to en(10)’s Board of Directors. The equity stake is accounted for using the equity method of accounting in accordance with the Financial Accounting Standards Board Accounting Standards Codification. The equity investment was initially recorded at cost, which was nil. During the year ended December 31, 2013 no profit or loss is recorded for en(10)’s results as en(10) recorded a net loss and the Company is not required to equity account any losses in excess of its carrying value on the books. On June 13, 2013 the Company sold its interest in en(10) to ChubeWorkx for $100,000 and Mr. Nicolette resigned from en(10)’s Board of Directors. A realized gain of $99,710 is recognized for the disposal of the investment in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2013. | |
On June 19, 2012, the Company entered into a 3 year exclusive License & Supply Agreement with ChubeWorkx Guernsey Limited (as successor to SONO International Limited) (“ChubeWorkx”) for the purchase and distribution of ABI’s proprietary breathalyzers outside North America. ChubeWorkx is the 80% shareholder in en(10) Guernsey Limited, described above. ChubeWorkx paid a licensing fee of $1,000,000, of which $333,333 was recognized as income for the years ended December 31, 2014 and 2013, with the deferral to be recognized over the remaining term of the agreement (Note 10). | |
On June 13, 2013, the Company announced an extension of the License and Supply Agreement with ChubeWorkx to include worldwide marketing and distribution of the “Be CHUBE” program using the Company’s breathalyzer. | |
On June 14, 2013, the Company announced that ChubeWorkx has agreed to subscribe for 512,820 new common shares in the Company for a total price of $1,600,000. The proceeds were received by the Company on June 14, 2013. | |
In accordance with FASB ASC 605-25, Revenue Recognition, Multiple-Element Arrangements, since the Amended License and Supply Agreement with ChubeWorkx was entered into simultaneously with the sale of the Company’s 20% interest in en(10) to ChubeWorkx and ChubeWorkx purchase of 512,820 shares of the Company’s common stock, the Company evaluated the separate agreements as a single arrangement with multiple deliverables in considering whether there were one or more units of accounting. The three arrangements were considered to be separate units of accounting since the three transactions have value to ChubeWorkx on a stand-alone basis and the transactions were consummated with no right of return. The entire consideration of the three arrangements was allocated at the inception of the arrangements on the basis of their relative selling price. The proceeds of $1,600,000 were allocated to the sale of the 80 million shares of the Company’s common stock based on third party selling price. The third party selling price was based on the selling price of the stock on the AIM Market of the London Stock Exchange on date of the arrangement. The Amended License and Supply agreement was allocated zero value based on the Company’s best estimate of the selling price for that deliverable. This best estimate was based on the fact that the Company and ChubeWorkx are in the process of developing an appropriate marketing plan for the region and that there is no current active market for the Company’s CHUBE products in the expanded region. $100,000 of the proceeds were allocated to the sale of the Company’s 20% interest in en(10) based on the Company’s best estimate of the selling price for this deliverable. This best estimate was based on the negotiation of the sale with ChubeWorkx. | |
On August 5, 2013, the Board of Directors appointed Gary M. Rauch, the principal of DataSys Solutions, LLC (DS), as the Corporate Treasurer. The Company entered into a consulting agreement with DS on January 1, 2011, with a term of three years, under which the Company agreed to pay $5,625 per month for Mr. Rauch’s services as Controller of the Company. On March 18, 2014, the Board of Directors approved the appointment of Mr. Rauch as Vice President of Finance, retroactive to February 2, 2014, and he became an employee of the Company. | |
On December 23, 2013, the Company entered into a short-term bridge loan with Nicolette Consulting Group for $307,500, payable on January 15, 2014 with a 5% per annum interest rate. The transaction was recorded as a Short-Term Notes Payable – Related Party. The loan, with interest amounting to $969, was paid in full on January 15, 2014. | |
On June 30, 2014, the Company recorded a sale of $864,000 to Thirty Six Strategies General Trading LLC (“36S”)(Note 3(j)). Gavin Moran, a member of the Company’s Board of Directors, has beneficial ownership in 36S. | |
Trade receivables – related party as of December 31, 2014 and 2013 are amounts due from ChubeWorkx Guernsey Limited, a major shareholder of the Company of $- and $1,209,388. As of December 31, 2013, the amount due was non-interest bearing, unsecured and had a term of 90 days generally. As of December 31, 2014, the total outstanding trade receivable was converted to a note receivable (Note 5). | |
Product revenue – related parties for the years ended December 31, 2014 and 2013 are $766,379 and $1,719,340 from ChubeWorkx Guernsey Limited, a major shareholder of the Company. | |
Administrative expenses – related parties for the years ended December 31, 2014 and 2013 are $183,752 and $361,176 for Nicolette Consulting Group and $11,250 and $67,500 for DataSys Solutions. |
Commitments
Commitments | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||
Commitments | Note 16 - Commitments | |||||||||||||
The Company leases its facility in West Deptford, New Jersey under an operating lease with annual rentals of $132,000 plus common area maintenance (CAM) charges. The lease, which took effect on January 1, 2008, reduced the CAM charges allowing the Company to reach their own agreements with utilities and other maintenance providers. | ||||||||||||||
On January 7, 2013, the Company extended its lease agreement for a term of 7 years, expiring December 31, 2019. Under the terms of the lease, The Company will pay $132,000 per year. | ||||||||||||||
Rent expense, including related CAM charges for the years ended December 31, 2014 and 2013 was $161,245 and $148,593. | ||||||||||||||
The Company entered into a 60 month operating lease for equipment with annual rentals of $6,156 on September 29, 2014. The lease commenced on October 21, 2014 upon the delivery of the equipment. | ||||||||||||||
The schedule of lease commitments is as follows: | ||||||||||||||
Building | Equipment | |||||||||||||
Lease | Lease | Total | ||||||||||||
Next 12 Months | $ | 132,000 | $ | 6,156 | $ | 138,156 | ||||||||
Next 13-24 Months | 132,000 | 6,156 | 138,156 | |||||||||||
Next 25-36 Months | 132,000 | 6,156 | 138,156 | |||||||||||
Next 37-48 Months | 132,000 | 6,156 | 138,156 | |||||||||||
Next 49-60 Months | 132,000 | 5,130 | 137,130 |
Major_Customers
Major Customers | 12 Months Ended |
Dec. 31, 2014 | |
Major Customers [Abstract] | |
Major Customers | Note 17 - Major Customers |
For the year ended December 31, 2014, four customers generated more than 10% of the Company’s revenue. Sales to these customers accounted for 85% of the Company’s revenue. As of December 31, 2014, the amount due from these customers was $3,406,026 of which $1,475,766 is a note receivable (Note 5). This concentration makes the Company vulnerable to a near-term severe impact should the relationships be terminated. | |
For the year ended December 31, 2013, two customers each generated more than 10% of the Company’s revenue. In aggregate, sales to these customers accounted for 79% of the Company’s revenue. As of December 31, 2013, the amount due from these two customers was $1,269,769. |
Major_Suppliers
Major Suppliers | 12 Months Ended |
Dec. 31, 2014 | |
Major Suppliers [Abstract] | |
Major Suppliers | Note 18 - Major Suppliers |
For the year ended December 31, 2014, one supplier accounted for more than 10% of the Company’s purchases. This supplier accounted for 17% of the Company’s total purchases. As of December 31, 2014, the amount due to the supplier was $11,880. This makes the Company vulnerable to a near-term severe impact should the relationships be terminated. | |
For the year ended December 31, 2013, three suppliers each accounted for more than 10% of the Company’s purchases. In aggregate, these suppliers accounted for 60% of the Company’s total purchases. As of December 31, 2013, the amount due to these three suppliers was $167,616. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 19 - Contingencies |
On October 15, 2014 a complaint was filed by Akers Biosciences, Inc. in federal district court (Southern District of New York) seeking a declaratory judgment of non-breach of a contract with Mr. Lawrence Martin. This complaint was filed in response to various threats of litigation proffered by Mr. Martin’s counsel in connection with the alleged breach of a purchase agreement entered into by the Company and Mr. Martin on January 23, 2007 (“2007 Purchase Agreement”), as amended on April 18, 2012. Prior to filing the complaint the Company, in good faith, attempted to ascertain the basis for the breach allegations with an eye to resolve any possible claims outside of court but such discussions ultimately were rendered fruitless. Responsive to the Company’s filing, Mr. Martin has filed a complimentary suit in the sixth judicial circuit court (Pinellas County, FL) alleging, among other counts, breach of the 2007 Purchase Agreement for failure to pay certain royalties allegedly owed to Mr. Martin. The Company successfully removed the Florida state court case filed by Mr. Martin to the Federal District Court, Middle District, Florida. On March 10, 2015, the Federal Southern District of New York denied Mr. Martin’s request to transfer venue to Florida and retained jurisdiction. In light of this decision, The Company and Mr. Martin have entered into a Stipulation that Mr. Martin’s Florida Action will be dismissed without prejudice. It is anticipated that Mr. Martin will re-file his claim in the Southern District of New York as Counterclaims. The Company continues to seek the most efficient and optimal manner to handle Mr. Martin’s claims without prejudicing any of its rights. The Company believes that no accrual for potential losses from this case are necessary. |
Subsequent_Events
Subsequent Events | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Subsequent Events [Abstract] | ||||||
Subsequent Events | Note 20 - Subsequent Events | |||||
On October 23, 2014 the Company signed a joint venture agreement with Hainan Savy Investment Management Ltd and Mr. Thomas Knox, a related party, to research, develop, produce and sell certain of the Company’s rapid diagnostic screening and testing products in China. The joint venture company will be located in Haikou, the capital city of the province of Hainan, China and is incorporated as Hainan Savy Akers Biosciences, Ltd. The Company invested cash of ¥398,000 ($64,675) on March 9, 2015, to hold a 19.9% equity position and Dr. Raymond F. Akers, Jr. and Mr. Thomas Knox will serve on the Board of Directors of the joint venture. | ||||||
On January 9, 2015, the Board of Directors of the Company approved, upon recommendation from the Compensation Committee of the Board, by unanimous written consent the Amended and Restated 2013 Incentive Stock and Award Plan (the “Plan”), which increases the number of authorized shares of common stock subject to the Plan by 400,000 shares. | ||||||
Additionally, pursuant to the Plan, on January 9, 2015, the Company issued an aggregate of 190,000 shares of the Company’s restricted common stock, no par value per share, with a fair value of $697,300, calculated using the closing price of $3.67 per common share as of January 9, 2015, to the following directors and officers for their services in the year ended December 31, 2014: | ||||||
Name | Shares | |||||
Akers, Jr., Raymond | 70,000 | |||||
Knox, Brandon | 35,000 | |||||
Knox, Thomas | 50,000 | |||||
Maran, Gavin | 35,000 | |||||
190,000 | ||||||
The $697,300 was expensed in 2014 and the liability is included in Trade and Other Payables on the consolidated balance sheet. | ||||||
On January 26, 2015, the European Patent Office issued a patent surrounding the Company’s novel blood separator technology and method of separating a fluid fraction from whole blood (the “Technology’). The Company was granted U.S. patent protection for the Technology in 2011. | ||||||
On February 4, 2015, the Company’s quality management system was certified as compliant with the International Standards Organization’s (“ISO”) 13485:2003 requirements for the design, manufacture and distribution of medical devices including in-vitro diagnostic products. |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Cash and Cash Equivalents | (a) | Cash and Cash Equivalents | |
Cash and cash equivalents comprise cash balances. The Company considers all highly liquid investments, which include short-term bank deposits (up to 3 months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. Bank overdrafts are shown as part of trade and other payables in the consolidated balance sheet. | |||
Fair Value of Financial Instruments | (b) | Fair Value of Financial Instruments | |
The Company’s financial instruments consist of cash and cash equivalents, marketable securities, receivables and trade and other payables. The carrying value of cash and cash equivalents, receivables and trade and other payables approximate their fair value because of their short maturities. The Company believes the carrying amount of its note receivable approximates its fair value based on rates and other terms. The fair value of marketable securities is described in Note 3(c). | |||
Fair Value Measurement - Marketable Securities | (c) | Fair Value Measurement – Marketable Securities | |
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: | |||
Level 1 | Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. | ||
Level 2 | Inputs to the valuation methodology include | ||
● | quoted prices for similar assets or liabilities in active markets; | ||
● | quoted prices for identical or similar assets or liabilities in inactive markets; | ||
● | inputs other than quoted prices that are observable for the asset or liability; | ||
● | inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. | |||
Level 3 | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | ||
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. | |||
Trade Receivables, Trade Receivables - Related Party and Allowance for Doubtful Accounts | (d) | Trade Receivables, Trade Receivables – Related Party and Allowance for Doubtful Accounts | |
The carrying amounts of current trade receivables is stated at cost, net of allowance for doubtful accounts and approximate their fair value given their short term nature. | |||
The normal credit terms extended to customers ranges between 30 and 90 days. The Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade and other receivables. A considerable amount of judgment is required in assessing the amount of allowance. The Company considers the historical level of credit losses, makes judgments about the credit worthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. | |||
As of December 31, 2014 and 2013, allowances for doubtful accounts were $- and $-. Allowances charged for doubtful accounts amounted to $- and $- for the years ended December 31, 2014 and 2013. | |||
Concentration of Credit Risk | (e) | Concentration of Credit Risk | |
The Company is exposed to credit risk in the normal course of business primarily related to trade receivables and cash and cash equivalents. | |||
All of the Company’s cash is maintained with Fulton Bank of New Jersey, Bank of America, NA and PayPal. The funds are insured by the FDIC up to a maximum of $250,000, but are otherwise unprotected. The Company placed $399,417 and $- with Fulton Bank of New Jersey, $52,384 and $99,418 with Bank of America, NA and $4,040 and $4,216 with PayPal as of December 31, 2014 and 2013. No losses have been incurred in these accounts. | |||
Concentration of credit risk with respect to trade receivables exists as approximately 85% of the Company’s revenue is generated by four customers. These customers accounted for 96% of trade receivables as of December 31, 2014. In order to limit such risks, the Company performs ongoing credit evaluations of its customers’ financial condition. | |||
Included in accounts receivable as of December 31, 2014 is a receivable of $1,000,000 due to be paid in two increments of $500,000, the first on April 30, 2015 and the second on July 30, 2015. Additionally, a receivable of $864,000 is due on June 25, 2015 (Note 3(j)). | |||
Inventories | (f) | Inventories | |
Inventories are measured at the lower of cost or market. The cost of inventories is based on the weighted-average principle, and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, costs include an appropriate share of production overheads based on normal operating capacity. | |||
Property, Plant and Equipment | (g) | Property, Plant and Equipment | |
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. | |||
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within “other income” in the consolidated statement of operations and comprehensive loss. | |||
Depreciation is recognized in profit and loss on the accelerated basis over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. | |||
The estimated useful lives for the current and comparative periods are as follows: | |||
Useful Life | |||
(in years) | |||
Plant and equipment | 12-May | ||
Furniture and fixtures | 10-May | ||
Computer equipment & software | 5-Mar | ||
Depreciation methods, useful lives and residual values are reviewed at each reporting date. | |||
Intangible Assets | (h) | Intangible Assets | |
(i) | Patents and Trade Secrets | ||
The Company has developed or acquired several diagnostic tests that can detect the presence of various substances in a person’s breath, blood, urine and saliva. Propriety protection for the Company’s products, technology and process is important to its competitive position. To date, the Company has eleven patents from the United States Patent Office in effect (7,896,167, 8,097,171, 7,285,246, 7,837,936, 8,003,061, 8,425,859, 5,565,366, 5,827,749, D691,056, D691,057 and D691,058). Other patents are in effect in Australia through the Design Registry (348,310, 348,311 and 348,312), the Community Trade Mark in the European Union ((OHIM) 002216895-0001, 002216895-0002 and 002216895-0003) and in Japan (4,885,134 and 4,931,821). Patents are in the national phase of prosecution in many Patent Cooperation Treaty participating countries. Additional proprietary technology consists of numerous different inventions. The Company intends to file additional patent applications, where appropriate, relating to new products, technologies and their use in the U.S., European and Asian markets. Management intends to protect all other intellectual property (e.g. copyrights, trademarks and trade secrets) using all legal remedies available to the Company. | |||
(ii) | Patent Costs | ||
Costs associated with applying for patents are capitalized as patent costs. Once the patents are approved, the respective costs are amortized over their estimated useful lives (maximum of 17 years) on a straight-line basis. Patent pending costs for patents that are not approved are charged to operations the year the patent is rejected. | |||
In addition, patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life. | |||
(iii) | Other Intangible Assets | ||
Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. | |||
(iv) | Amortization | ||
Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: | |||
Useful Life | |||
(in years) | |||
Patents and trademarks | 17-Dec | ||
Customer lists | 5 | ||
Recoverability of Long-lived Assets | (i) | Recoverability of Long Lived Assets | |
In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. | |||
The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. | |||
Revenue Recognition | (j) | Revenue Recognition | |
In accordance with FASB ASC 605, the Company recognizes revenue when (i) persuasive evidence of a customer or distributor arrangement exists, (ii) a retailer, distributor or wholesaler receives the goods and acceptance occurs, (iii) the price is fixed or determinable, and (iv) the collectability of the revenue is reasonably assured. Subject to these criteria, the Company recognizes revenue from product sales when title passes to the customer based on shipping terms. The Company typically does not accept returns nor offer charge backs or rebates except for certain distributors. Revenue recorded is net of any discount, rebate or sales return. No accrual for estimated sales returns and rebate incentives are necessary as of December 31, 2014 and 2013. | |||
The Company’s new distributor in Australia, Singapore, Oman and the United Arab Emirates, Thirty Six Strategies General Trading LLC (“36S”), a related party, placed their first order for one of the Company’s Rapid Enzymatic Assay (“REA”) based products during the three months ended June 30, 2014. The Company with the assistance of 36S, has submitted the product to Australia’s Therapeutic Goods Administration (“TGA”) and is awaiting final government approval for 36S to begin marketing the product. Although 36S has the right to return this product should the TGA deny government approval, the Company believes the likelihood of rejection is minimal and therefore recognized the entire sales transaction of $864,000 in revenue during the three months ended June 30, 2014. The product carries a United States Food and Drug Administration (“FDA”) Over-the-Counter approval (FDA K880723), three Conformité Européenne (“CE”) Marks (DE/CA09/0170/IVD/1428; DE/CA09/0170/IVD/1429; DE/CA09/0170/IVD/1430) for the European Economic Area and a Health Canada approval (73007) for Canada. The Company has never been denied a foreign government approval for any of its products that carries an FDA approval. | |||
The sole condition under which the product can be returned is the failure of the Company to attain TGA approval for the test. Given the existing approvals attained by the Company for the product and the Company’s history with attaining foreign government approvals, the Company has determined that the risk of a product return is insignificant. | |||
The Company granted 36S extended terms for this specific sale, as allowed in the distribution agreement, to allow Australia’s Therapeutic Goods Administration time to issue the government approval required for them to begin actively marketing the product. The Company believes that the receivable is fully collectable and therefore no allowance for doubtful accounts is deemed necessary. | |||
Based on the above, the Company determined that the revenue recognition for this transaction is in accordance with the FASB ASC 605-15-25-1 and 605-15-25-3. | |||
License fee revenue is recognized on a straight-line basis over the term of the license agreement. | |||
When the Company enters into arrangements that contain more than one deliverable, the Company allocates revenue to the separate elements under the arrangement based on their relative selling prices in accordance with FASB ASC 605-25. | |||
Income Taxes | (k) | Income Taxes | |
The Company follows FASB ASC 740 when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. | |||
Shipping and Handling Fees and Costs | (l) | Shipping and Handling Fees and Costs | |
The Company charges actual shipping plus a handling fee to customers, which amounted to $35,454 and $40,714 for the years ended December 31, 2014 and 2013. These fees are classified as part of product revenue in the consolidated statement of operations and comprehensive loss. Shipping and other related delivery costs, including those for incoming raw materials are classified as part of the cost of net revenue, which amounted to $71,416 and $96,187 for the years ended December 31, 2014 and 2013. | |||
Research and Development Costs | (m) | Research and Development Costs | |
In accordance with FASB ASC 730, research and development costs are expensed when incurred. | |||
Stock-based Payments | (n) | Stock-based Payments | |
The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over shorter of the period over which services are to be received or the vesting period. | |||
The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505-50, “Equity-Based Payments to Non-Employees”. Under FASB ASC 505-50, the Company determines the fair value of the stock warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. | |||
All issuances of stock warrants or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the period which services are to be received. | |||
Basic and Diluted Earnings per Share of Common Stock | (o) | Basic and Diluted Earnings per Share of Common Stock | |
Basic earnings per common share are based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive, i.e. the exercise prices of the outstanding stock options were greater than the market price of the common stock. | |||
Recently Adopted Accounting Pronouncements | (p) | Recently Adopted Accounting Pronouncements | |
As of December 31, 2014 and for the year then ended, there were no recently adopted accounting pronouncements that had a material effect on the Company’s financial statements. | |||
Recently Issued Accounting Pronouncements not Yet Adopted | (q) | Recently Issued Accounting Pronouncements not Yet Adopted | |
As of December 31, 2014, there are no recently issued standards not yet adopted which would have a material effect on the Company’s financial statements through 2016. |
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Schedule of Property Plant and Equipment Useful Life | The estimated useful lives for the current and comparative periods are as follows: | ||
Useful Life | |||
(in years) | |||
Plant and equipment | 12-May | ||
Furniture and fixtures | 10-May | ||
Computer equipment & software | 5-Mar | ||
Schedule of Finite-Lived Intangible Assets Useful Life | The estimated useful lives for the current and comparative periods are as follows: | ||
Useful Life | |||
(in years) | |||
Patents and trademarks | 17-Dec | ||
Customer lists | 5 |
Fair_Value_Measurement_Marketa1
Fair Value Measurement - Marketable Securities (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||||||
Schedule of Marketable Securities | This includes basing value on yields currently available on comparable securities of issuers with similar credit ratings. | ||||||||||||||||||||
2014 | |||||||||||||||||||||
Accrued | Unrealized | Unrealized | Fair | ||||||||||||||||||
Cost | Income | Gains | Losses | Value | |||||||||||||||||
Level 2: | |||||||||||||||||||||
Money market funds | $ | 1,795 | $ | - | $ | - | $ | - | $ | 1,795 | |||||||||||
US agency securities | 297,699 | 360 | - | (141 | ) | 297,918 | |||||||||||||||
Certificates of deposits | 3,430,000 | 10,653 | - | (11,236 | ) | 3,429,417 | |||||||||||||||
Corporate securities | 1,528,308 | 5,037 | - | (6,631 | ) | 1,526,714 | |||||||||||||||
Municipal securities | 4,008,811 | 2,422 | - | (2,116 | ) | 4,009,117 | |||||||||||||||
Total Level 2: | 9,266,613 | 18,472 | - | (20,124 | ) | 9,264,961 | |||||||||||||||
Total: | $ | 9,266,613 | $ | 18,472 | $ | - | $ | (20,124 | ) | $ | 9,264,961 | ||||||||||
Schedule of Available Sale Securities Maturity | As of December 31, 2014, investments in U.S. agency securities, corporate securities and municipal securities classified as available for sale mature as follows: | ||||||||||||||||||||
Within | After | ||||||||||||||||||||
1 Year | 1 - 5 Years | 5 - 10 Years | 10 Years | ||||||||||||||||||
$ | 4,397,395 | $ | 4,767,538 | $ | - | $ | 100,028 |
Note_Receivable_Related_Partie1
Note Receivable - Related Parties (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Receivables [Abstract] | ||||||||||||||
Schedule of Cash Flow in Notes Receivable | The scheduled cash flow from the note is as follows: | |||||||||||||
Principal | Interest | Total | ||||||||||||
Next 12 Months | $ | 266,457 | $ | 66,350 | $ | 332,807 | ||||||||
Next 13-24 Months | 280,090 | 52,718 | 332,808 | |||||||||||
Next 25-36 Months | 294,420 | 38,388 | 332,808 | |||||||||||
Next 37-48 Months | 309,483 | 23,325 | 332,808 | |||||||||||
Next 49-60 Months | 325,316 | 7,491 | 332,807 | |||||||||||
$ | 1,475,766 | $ | 188,272 | $ | 1,664,038 |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Schedule of Inventories | Inventories at December 31, 2014 and 2013 consists of the following categories: | ||||||||
2014 | 2013 | ||||||||
Raw Materials | $ | 413,897 | $ | 299,464 | |||||
Sub-Assemblies | 433,793 | 335,229 | |||||||
Finished Goods | 86,365 | 422,411 | |||||||
Reserve for Obsolescence | (28,939 | ) | (32,000 | ) | |||||
$ | 905,116 | $ | 1,025,104 |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Property, Plant and Equipment | Property, plant and equipment as of December 31, 2014 and 2013 are as follows: | ||||||||
2014 | 2013 | ||||||||
Computer Equipment | $ | 100,405 | $ | 100,405 | |||||
Computer Software | 30,736 | 22,930 | |||||||
Office Equipment | 50,049 | 50,049 | |||||||
Furniture & Fixtures | 29,939 | 29,939 | |||||||
Machinery & Equipment | 1,111,005 | 1,098,503 | |||||||
Molds & Dies | 654,327 | 649,647 | |||||||
Leasehold Improvements | 222,594 | 222,594 | |||||||
2,199,055 | 2,174,067 | ||||||||
Less | |||||||||
Accumulated Depreciation | 1,997,572 | 1,906,746 | |||||||
$ | 201,483 | $ | 267,321 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Schedule of Finite-Lived Intangible Assets | Intangible assets as of December 31, 2014 and 2013 and the movements for the years then ended are as follows: | ||||||||||||
Distributor & | |||||||||||||
Patents & | Customer | ||||||||||||
Trademarks | Relationships | Totals | |||||||||||
Cost or Deemed Cost | |||||||||||||
At December 31, 2012 | $ | 3,851,494 | $ | 1,270,639 | $ | 5,122,133 | |||||||
Additions | - | - | - | ||||||||||
Disposals | - | - | - | ||||||||||
At December 31, 2013 | $ | 3,851,494 | $ | 1,270,639 | $ | 5,122,133 | |||||||
Accumulated Amortization | |||||||||||||
At December 31, 2012 | $ | 1,158,285 | $ | 1,270,639 | $ | 2,428,924 | |||||||
Amortization Charge | 258,572 | - | 258,572 | ||||||||||
Disposals | - | - | - | ||||||||||
At December 31, 2013 | $ | 1,416,857 | $ | 1,270,639 | $ | 2,687,496 | |||||||
Net Book Value | |||||||||||||
At December 31, 2012 | $ | 2,693,209 | $ | - | $ | 2,693,209 | |||||||
At December 31, 2013 | $ | 2,434,637 | $ | - | $ | 2,434,637 | |||||||
Cost or Deemed Cost | |||||||||||||
At December 31, 2013 | $ | 3,851,494 | $ | 1,270,639 | $ | 5,122,133 | |||||||
Additions | - | - | - | ||||||||||
Disposals | - | - | - | ||||||||||
At December 31, 2014 | $ | 3,851,494 | $ | 1,270,639 | $ | 5,122,133 | |||||||
Accumulated Amortization | |||||||||||||
At December 31, 2013 | $ | 1,416,857 | $ | 1,270,639 | $ | 2,687,496 | |||||||
Amortization Charge | 258,572 | - | 258,572 | ||||||||||
Disposals | - | - | - | ||||||||||
At December 31, 2014 | $ | 1,675,429 | $ | 1,270,639 | $ | 2,946,068 | |||||||
Net Book Value | |||||||||||||
At December 31, 2013 | $ | 2,434,637 | $ | - | $ | 2,434,637 | |||||||
At December 31, 2014 | $ | 2,176,065 | $ | - | $ | 2,176,065 | |||||||
Schedule of Estimated Aggregate Amortization Expense of Fiscal Years | The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows: | ||||||||||||
Period | Amount | ||||||||||||
2015 | $ | 258,572 | |||||||||||
2016 | $ | 258,572 | |||||||||||
2017 | $ | 258,572 | |||||||||||
2018 | $ | 258,572 | |||||||||||
2019 | $ | 258,572 |
Trade_and_Other_Payables_Table
Trade and Other Payables (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Trade and Other Payable | Trade and other payables as of December 31, 2014 and 2013 are as follows: | ||||||||
2014 | 2013 | ||||||||
Trade Payables | $ | 364,079 | $ | 623,157 | |||||
Other Payables | 1,174,351 | 377,256 | |||||||
$ | 1,538,430 | $ | 1,000,413 |
Sharebased_Payments_Tables
Share-based Payments (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||
Schedule of Share-based Compensation Warrants Activity | Weighted | |||||||||||||||||
Average | ||||||||||||||||||
Weighted | Remaining | Aggregate | ||||||||||||||||
Number of | Average | Contractual | Intrinsic | |||||||||||||||
Shares | Exercise Price | Term (years) | Value | |||||||||||||||
Balance at December 31, 2013 | 1,989 | $ | 71.76 | |||||||||||||||
Granted | - | - | ||||||||||||||||
Exercised | - | - | ||||||||||||||||
Forfeited | - | - | ||||||||||||||||
Canceled/Expired | - | - | ||||||||||||||||
Balance at December 31, 2014 | 1,989 | $ | 71.76 | |||||||||||||||
Exercisable as of December 31, 2014 | 1,989 | $ | 71.76 | 0.21 | $ | - | ||||||||||||
Schedule of Fair Value of Options Under Expense Category | The calculated fair value of these options was distributed to the following categories on the consolidated statement of operations and comprehensive loss: | |||||||||||||||||
Expense Category | 2014 | 2013 | ||||||||||||||||
Cost of Goods | $ | 24,040 | $ | - | ||||||||||||||
General & Administrative | 357,276 | - | ||||||||||||||||
Sales & Marketing | 48,081 | - | ||||||||||||||||
Research & Development | 120,203 | - | ||||||||||||||||
$ | 549,600 | $ | - | |||||||||||||||
Schedule of Options And Warrants Valuation Assumptions Under Black Scholes Pricing Model | The options and warrants issued under the above four plans were valued using a Black Scholes option pricing model. The assumptions utilized in calculating the value of the issued options under Black Scholes are as follows: | |||||||||||||||||
2014 | 2013 | |||||||||||||||||
Expected option term | 5 yrs | n/a | ||||||||||||||||
Expected volatility | 127.32 | % | n/a | |||||||||||||||
Expected divident yeild | 0 | % | n/a | |||||||||||||||
Risk free interest rate | 1.71 | % | n/a | |||||||||||||||
Summary of Stock Options Activity | The following table summarizes the option activities for the year ended December 31, 2014: | |||||||||||||||||
Average | ||||||||||||||||||
Weighted | Remaining | Aggregate | ||||||||||||||||
Number of | Average | Contractual | Intrinsic | |||||||||||||||
Shares | Exercise Price | Term (years) | Value | |||||||||||||||
Balance at December 31, 2013 | - | $ | - | |||||||||||||||
Granted | 175,000 | 4.98 | ||||||||||||||||
Exercised | - | - | ||||||||||||||||
Forfeited | - | - | ||||||||||||||||
Canceled/Expired | - | - | ||||||||||||||||
Balance at December 31, 2014 | 175,000 | $ | 4.98 | |||||||||||||||
Exercisable as of December 31, 2014 | 175,000 | $ | 4.98 | 4.5 | $ | 600 |
Equity_Tables
Equity (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||
Schedule of Proceeds From Expenses Related Private Placement | The expenses related to this private placement are detailed below: | |||||||||||||||||
$ | $ | |||||||||||||||||
Gross Proceeds: | 800,732 | |||||||||||||||||
Broker Commission | 40,037 | |||||||||||||||||
Legal Fees | 15,671 | |||||||||||||||||
Total Expenses | 55,708 | |||||||||||||||||
Net Proceeds: | 745,024 | |||||||||||||||||
Schedule of Proceeds from Initial Public Offering | The expenses related to this public offering are as follows: | |||||||||||||||||
$ | $ | |||||||||||||||||
Gross Proceeds: | 14,998,500 | |||||||||||||||||
Underwriter/Aegis Expenses | ||||||||||||||||||
Underwriter Commission | 1,049,895 | |||||||||||||||||
Underwriter Expenses | 149,985 | |||||||||||||||||
Aegis Legal Fees | 80,000 | |||||||||||||||||
Aegis Registration Expenses | 7,500 | |||||||||||||||||
Aegis Miscellaneous Expenses | 36,675 | |||||||||||||||||
Aegis Road Show Expenses | 20,000 | |||||||||||||||||
Total | 1,344,055 | |||||||||||||||||
Akers Biosciences Expenses | ||||||||||||||||||
Legal & Accounting Expenses | 393,298 | |||||||||||||||||
Printing & Document Prep | 62,101 | |||||||||||||||||
Registration Expenses | 55,946 | |||||||||||||||||
Road Show Expenses | 41,764 | |||||||||||||||||
Total | 553,109 | |||||||||||||||||
Net Proceeds: | 13,101,336 | |||||||||||||||||
Schedule of Reserved Shares of Common Stock | As of December 31, 2014 and 2013 the Company has reserved shares of its common stock as follows: | |||||||||||||||||
2014 | 2013 | |||||||||||||||||
Reserves for: | ||||||||||||||||||
Outstanding Warrants | 1,989 | 1,989 | ||||||||||||||||
2013 Stock Incentive Plan | 175,000 | - | ||||||||||||||||
Total Reserves | 176,989 | 1,989 | ||||||||||||||||
Schedule of Reconcilement of the Movement of Shares | The following is a reconcilement of the movement of shares of Series A Convertible Preferred stock (preferred stock) and common stock: | |||||||||||||||||
Authorized | Issued | |||||||||||||||||
Preferred | Common | Preferred | Common | |||||||||||||||
Stock | Stock | Stock | Stock | |||||||||||||||
Balance at December 31, 2012 | 50,000,000 | 500,000,000 | 10,000,000 | 1,278,948 | ||||||||||||||
Preferred Shares Converted: | ||||||||||||||||||
15-Nov-13 | - | - | (10,000,000 | ) | 320,512 | |||||||||||||
Shares Cancelled: | ||||||||||||||||||
3-Dec-13 | - | - | - | (58,515 | ) | |||||||||||||
Shares Issued: | ||||||||||||||||||
12-Jun-13 | - | - | - | 512,820 | ||||||||||||||
23-Dec-13 | - | - | - | 114,072 | ||||||||||||||
Balance at December 31, 2013 | 50,000,000 | 500,000,000 | - | 2,167,837 | ||||||||||||||
Shares Issued: | ||||||||||||||||||
23-Jan-14 | - | - | - | 2,727,000 | ||||||||||||||
15-Aug-14 | - | - | - | 60,000 | ||||||||||||||
Balance at December 31, 2014 | 50,000,000 | 500,000,000 | - | 4,954,837 |
Income_Tax_Expense_Tables
Income Tax Expense (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Income Tax Benefit (Provision) | The Company’s income tax benefit/(provision) is as follows: | ||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Current | $ | 1,295,979 | $ | 736,334 | |||||
Deferred | 132,379 | $ | 203,664 | ||||||
Change in Valuation Allowance | (1,428,358 | ) | $ | (939,998 | ) | ||||
Income Tax Benefit | $ | - | $ | - | |||||
Components of Deferred Tax Assets and Related Valuation Allowances | The principle components of the deferred tax assets and related valuation allowances as of December 31, 2014 and 2013 are as follows: | ||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Reserves and other | $ | 684,830 | $ | 844,729 | |||||
Net operating loss carry-forwards | 18,754,066 | 17,165,809 | |||||||
Valuation Allowance | (19,438,896 | ) | (18,010,538 | ) | |||||
Net | $ | - | $ | - | |||||
Reconciliation of Income Taxes Using Statutory U.S. Income Tax Rate and Benefits from Income Taxes | The reconciliation of income taxes using the statutory U.S. income tax rate and the benefit from income taxes for the years ended December 31, 2014 and 2013 are as follows: | ||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Statutory U.S. Federal Income Tax Rate | (35.0 | %) | (35.0 | %) | |||||
New Jersey State income taxes, net of U.S. | |||||||||
Federal tax effect | (5.9 | %) | (5.9 | %) | |||||
Change in Valuation Allowance | 40.9 | % | 40.9 | % | |||||
Net | 0 | % | 0 | % |
Commitments_Tables
Commitments (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | The schedule of lease commitments is as follows: | |||||||||||||
Building | Equipment | |||||||||||||
Lease | Lease | Total | ||||||||||||
Next 12 Months | $ | 132,000 | $ | 6,156 | $ | 138,156 | ||||||||
Next 13-24 Months | 132,000 | 6,156 | 138,156 | |||||||||||
Next 25-36 Months | 132,000 | 6,156 | 138,156 | |||||||||||
Next 37-48 Months | 132,000 | 6,156 | 138,156 | |||||||||||
Next 49-60 Months | 132,000 | 5,130 | 137,130 |
Subsequent_Events_Tables
Subsequent Events (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Subsequent Events Tables | ||||||
Summary of Bonus Shares Issued for Services | Additionally, pursuant to the Plan, on January 9, 2015, the Company issued an aggregate of 190,000 shares of the Company’s restricted common stock, no par value per share, with a fair value of $697,300, calculated using the closing price of $3.67 per common share as of January 9, 2015, to the following directors and officers as a bonus for their services in the year ended December 31, 2014: | |||||
Name | Shares | |||||
Akers, Jr., Raymond | 70,000 | |||||
Knox, Brandon | 35,000 | |||||
Knox, Thomas | 50,000 | |||||
Maran, Gavin | 35,000 | |||||
190,000 |
Significant_Accounting_Policie1
Significant Accounting Policies (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Breathlyzers | ||||
Allowance for doubtful accounts receivable | $0 | $0 | $0 | |
Accounts receivable | 1,000,000 | 1,000,000 | ||
Number of patents | 11 | |||
Shipping, handling and transportation costs | 35,454 | 40,714 | ||
Revenue from related parties | 766,379 | 1,719,340 | ||
June 25, 2015 [Member] | ||||
Accounts receivable | 864,000 | 864,000 | ||
Increment One Paid on April 30, 2015 [Member] | ||||
Accounts receivable | 500,000 | 500,000 | ||
Increment Two Paid on July 30, 2015 [Member] | ||||
Accounts receivable | 500,000 | 500,000 | ||
Maximum [Member] | ||||
Normal credit terms extended to customers | 30 days | |||
Cash, FDIC insured amount | 250,000 | 250,000 | ||
Maximum [Member] | Patents [Member] | ||||
Finite-lived intangible asset, useful life | 17 years | |||
Minimum [Member] | ||||
Normal credit terms extended to customers | 90 days | |||
Accounts Receivable [Member] | ||||
Concentration risk percentage | 96.00% | |||
Sales [Member] | ||||
Concentration risk percentage | 85.00% | 79.00% | ||
Concentration risk, number of customer | 4 | |||
Cost of Sales [Member] | ||||
Shipping, handling and transportation costs | 71,416 | 96,187 | ||
Rapid Enzymatic Assay [Member] | ||||
Revenue from related parties | 864,000 | |||
Fulton Bank of New Jersey [Member] | ||||
Cash | 399,417 | 399,417 | ||
Bank of America [Member] | ||||
Cash | 52,384 | 52,384 | 99,418 | |
PayPal [Member] | ||||
Cash | $4,040 | $4,040 | $4,216 |
Significant_Accounting_Policie2
Significant Accounting Policies - Schedule of Property Plant and Equipment Useful Life (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Plant and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Plant and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 12 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Significant_Accounting_Policie3
Significant Accounting Policies - Schedule of Finite-Lived Intangible Assets Useful Life (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Patents and Trademarks [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 12 years |
Patents and Trademarks [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 17 years |
Customer Lists [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Fair_Value_Measurement_Marketa2
Fair Value Measurement - Marketable Securities (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Unrealized Losses on Marketable Securities | ($20,124) | |
Unrealized losses relating to available for sale investment securities, effect of income tax expense | 0 | 0 |
Proceeds from the sale of marketable securities | 3,284,494 | |
Gross gain (loss) on securities | $861 | $110 |
Maximum [Member] | ||
Maturities of securities | 1 year | |
Minimum [Member] | ||
Maturities of securities | 20 years |
Fair_Value_Measurement_Marketa3
Fair Value Measurement - Marketable Securities - Schedule of Marketable Securities (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | $9,266,613 |
Accrued Income | 18,472 |
Unrealized Gains | |
Unrealized Losses | -20,124 |
Fair Value | 9,264,961 |
Fair Value, Inputs, Level 2 [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | 9,266,613 |
Accrued Income | 18,472 |
Unrealized Gains | |
Unrealized Losses | -20,124 |
Fair Value | 9,264,961 |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | 1,795 |
Accrued Income | |
Unrealized Gains | |
Unrealized Losses | |
Fair Value | 1,795 |
Fair Value, Inputs, Level 2 [Member] | US Agency Securities [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | 297,699 |
Accrued Income | 360 |
Unrealized Gains | |
Unrealized Losses | -141 |
Fair Value | 297,918 |
Fair Value, Inputs, Level 2 [Member] | Certificates of Deposits [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | 3,430,000 |
Accrued Income | 10,653 |
Unrealized Gains | |
Unrealized Losses | -11,236 |
Fair Value | 3,429,417 |
Fair Value, Inputs, Level 2 [Member] | Corporate Securities [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | 1,528,308 |
Accrued Income | 5,037 |
Unrealized Gains | |
Unrealized Losses | -6,631 |
Fair Value | 1,526,714 |
Fair Value, Inputs, Level 2 [Member] | Municipal Securities [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | 4,008,811 |
Accrued Income | 2,422 |
Unrealized Gains | |
Unrealized Losses | -2,116 |
Fair Value | $4,009,117 |
Fair_Value_Measurement_Marketa4
Fair Value Measurement - Marketable Securities - Schedule of Available Sale Securities Maturity (Details) (USD $) | Dec. 31, 2014 |
Investments, Debt and Equity Securities [Abstract] | |
Within 1 Year | $4,397,395 |
1 - 5 Years | 4,767,538 |
5 - 10 Years | |
After 10 Years | $100,028 |
Notes_Receivable_Related_Parti
Notes Receivable - Related Parties (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
January 1, 2015 [Member] | |
Installment amount of note receivable | $27,734 |
Interest rate on notes payable | 5.00% |
Chubeworkx Guernsey Limited [Member] | |
Value of note receivable | $1,475,766 |
Note_Receivable_Schedule_of_Ca
Note Receivable - Schedule of Cash Flow in Note Receivable (Details) (Chubeworkx Guernsey Limited [Member], USD $) | Dec. 31, 2014 |
Principal | $1,475,766 |
Interest | 188,272 |
Total | 1,664,038 |
Next 12 Months [Member] | |
Principal | 266,457 |
Interest | 66,350 |
Total | 332,807 |
Next 13-24 Months [Member] | |
Principal | 280,090 |
Interest | 52,718 |
Total | 332,808 |
Next 25-36 Months [Member] | |
Principal | 294,420 |
Interest | 38,388 |
Total | 332,808 |
Next 37-48 Months [Member] | |
Principal | 309,483 |
Interest | 23,325 |
Total | 332,808 |
Next 49-60 Months [Member] | |
Principal | 325,316 |
Interest | 7,491 |
Total | $332,807 |
Inventories_Details_Narrative
Inventories (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Inventories Details Narrative | ||
Cost of goods sold for obsolete inventory |
Inventories_Schedule_of_Invent
Inventories - Schedule of Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $413,897 | $299,464 |
Sub-Assemblies | 433,793 | 335,229 |
Finished Goods | 86,365 | 422,411 |
Reserve for Obsolescence | -28,939 | -32,000 |
Inventory, Net, Total | $905,116 | $1,025,104 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $90,826 | $95,825 |
Property_Plant_and_Equipment_S
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $2,199,055 | $2,174,067 |
Accumulated Depreciation | 1,997,572 | 1,906,746 |
Property, Plant and Equipment, Net | 201,483 | 267,321 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 100,405 | 100,405 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 30,736 | 22,930 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 50,049 | 50,049 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 29,939 | 29,939 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 1,111,005 | 1,098,503 |
Molds and Dies [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 654,327 | 649,647 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $222,594 | $222,594 |
Intangible_Assets_Details_Narr
Intangible Assets (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $258,572 | $258,572 |
Intangible_Assets_Schedule_of_
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | $5,122,133 | $5,122,133 |
Additions | ||
Disposals | ||
Ending Balance | 5,122,133 | 5,122,133 |
Beginning Balance | 2,687,496 | 2,428,924 |
Amortization Charge | 258,572 | 258,572 |
Disposals | ||
Ending Balance | 2,946,068 | 2,687,496 |
Beginning Balance | 2,434,637 | 2,693,209 |
Ending Balance | 2,176,065 | 2,434,637 |
Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 3,851,494 | 3,851,494 |
Additions | ||
Disposals | ||
Ending Balance | 3,851,494 | 3,851,494 |
Beginning Balance | 1,416,857 | 1,158,285 |
Amortization Charge | 258,572 | 258,572 |
Disposals | ||
Ending Balance | 1,675,429 | 1,416,857 |
Beginning Balance | 2,434,637 | 2,693,209 |
Ending Balance | 2,176,065 | 2,434,637 |
Distributor and Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 1,270,639 | 1,270,639 |
Additions | ||
Disposals | ||
Ending Balance | 1,270,639 | 1,270,639 |
Beginning Balance | 1,270,639 | 1,270,639 |
Amortization Charge | ||
Disposals | ||
Ending Balance | 1,270,639 | 1,270,639 |
Beginning Balance | ||
Ending Balance |
Intangible_Assets_Schedule_of_1
Intangible Assets - Schedule of Estimated Aggregate Amortization Expense of Fiscal Years (Details) (USD $) | Dec. 31, 2014 |
Intangible Assets - Schedule Of Estimated Aggregate Amortization Expense Of Fiscal Years Details | |
2015 | $258,572 |
2016 | 258,572 |
2017 | 258,572 |
2018 | 258,572 |
2019 | $258,572 |
Trade_and_Other_Payables_Detai
Trade and Other Payables (Details Narrative) | 12 Months Ended |
Dec. 31, 2014 | |
Maximum [Member] | |
Trade and other payables are non-interest bearing, terms | 30 days |
Minimum [Member] | |
Trade and other payables are non-interest bearing, terms | 60 days |
Trade_and_Other_Payables_Sched
Trade and Other Payables - Schedule of Trade and Other Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ||
Trade Payables | $364,079 | $623,157 |
Other Payables | 1,174,351 | 377,256 |
Trade and Other Payables, Total | $1,538,430 | $1,000,413 |
Deferred_Revenue_Related_Party1
Deferred Revenue - Related Party (Details Narrative) | 12 Months Ended |
Dec. 31, 2014 | |
Breathlyzers | |
Deferred Revenue Disclosure [Abstract] | |
Number of Breathalyzers | 8,120,000 |
Revenue recognition period | 3 years |
Sharebased_Payments_Details_Na
Share-based Payments (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 10, 2014 | Jun. 10, 2014 | Jan. 23, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, capital shares reserved for future issuance | 176,989 | 1,989 | |||
Aggregate intrinsic value exercise price of options | $3.99 | ||||
Fair value of stock options vested | $549,000 | ||||
Unrecognized compensation cost | |||||
Directors and Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted during period | 115,000 | ||||
Option exercise price per share | $5.50 | ||||
Key Employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted during period | 60,000 | ||||
Option exercise price per share | $3.98 | ||||
Stock Incentive Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized during period | 400,000 | ||||
2013 Incentive Stock and Award Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, capital shares reserved for future issuance | 400,000 | 400,000 | |||
Stock award expiration period | 5 years | ||||
Warrant [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants expiration date | 18-Mar-15 |
Sharebased_Payments_Schedule_o
Share-based Payments - Schedule of Share-based Compensation Warrants Activity (Details) (Warrant [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning | 1,989 |
Number of Shares, Granted | |
Number of Shares, Exercised | |
Number of Shares, Forfeited | |
Number of Shares, Canceled/Expired | |
Number of Shares, Outstanding, Ending | 1,989 |
Number of Shares, Exercisable | 1,989 |
Weighted Average Exercise Price, Outstanding, Beginning | $71.76 |
Weighted Average Exercise Price, Granted | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Forfeited | |
Weighted Average Exercise Price, Canceled/Expired | |
Weighted Average Exercise Price, Outstanding, Ending | $71.76 |
Weighted Average Exercise Price, Exercisable | $71.76 |
Weighted Average Remaining Contractual Term, Exercisable | 2 months 16 days |
Aggregate Intrinsic Value, Exercisable |
Sharebased_Payments_Schedule_o1
Share-based Payments - Schedule of Fair Value of Options Under Expense Category (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock options expense | $549,600 | |
Cost of Goods [Member] | ||
Stock options expense | 24,040 | |
General and Administrative [Member] | ||
Stock options expense | 357,276 | |
Sales and Marketing [Member] | ||
Stock options expense | 48,081 | |
Research and Development [Member] | ||
Stock options expense | $120,203 |
Sharebased_Payments_Schedule_o2
Share-based Payments - Schedule of Options And Warrants Valuation Assumptions Under Black Scholes Pricing Model (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected option term | 5 years | |
Expected volatility | 127.32% | |
Expected divident yeild | 0.00% | |
Risk free interest rate | 1.71% |
Sharebased_Payments_Summary_of
Share-based Payments - Summary of Stock Options Activity (Details) (Option [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Beginning | |
Number of Shares, Granted | 175,000 |
Number of Shares, Exercised | |
Number of Shares, Forfeited | |
Number of Shares, Canceled/Expired | |
Number of Shares, Ending | 175,000 |
Number of Shares, Exercisable | 175,000 |
Weighted Average Exercise Price, Beginning | |
Weighted Average Exercise Price, Granted | $4.98 |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Forfeited | |
Weighted Average Exercise Price, Canceled/Expired | |
Weighted Average Exercise Price, Ending | $4.98 |
Weighted Average Exercise Price, Exercisable | $4.98 |
Options Exercisable Weighted Average Remaining | 4 years 6 months |
Aggregate Intrinsic Value, Exercisable | $600 |
Equity_Details_Narrative
Equity (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||
Aug. 15, 2014 | Dec. 23, 2013 | Nov. 15, 2013 | Nov. 06, 2013 | Jun. 14, 2012 | Dec. 31, 2014 | Dec. 03, 2013 | Jan. 23, 2014 | Jun. 12, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Common stock voting rights description | one vote per share | ||||||||||
Issuance of common stock, shares | 512,820 | ||||||||||
Issuance of common stock | $1,600,000 | $13,101,336 | |||||||||
Equity reverse stock split | 156-to-1 reverse stock split | ||||||||||
Common stock, price per share | $10.11 | ||||||||||
Number of shares issued during the period for pre-split shares | 50,000,000 | ||||||||||
Common stock, shares issued | -60,000 | -114,072 | -4,954,837 | 58,515 | -2,727,000 | -512,820 | -2,167,837 | -1,278,948 | |||
Common stock, shares outstanding | 4,954,837 | 58,515 | 2,167,837 | ||||||||
Issuance of common stock shares for private placement offering | 114,072 | ||||||||||
Issuance of common stock shares for exchange for legal services rendered | 60,000 | ||||||||||
Administrative expenses | 196,800 | ||||||||||
AIM London Stock Exchange [Member] | |||||||||||
Common stock, price per share | $0.06 | ||||||||||
Note receivable received for conversion of shares | 58,515 | ||||||||||
Debt conversation price per share | $8.55 | ||||||||||
AIM London Stock Exchange [Member] | Foreign Exchange [Member] | |||||||||||
Debt conversation price per share | $1.64 | ||||||||||
AIM London Stock Exchange [Member] | Pound [Member] | |||||||||||
Common stock, price per share | $0.04 | ||||||||||
Debt conversation price per share | $5.22 | ||||||||||
NASDAQ Stock Exchange [Member] | |||||||||||
Issuance of common stock shares for private placement offering | 2,727,000 | ||||||||||
Chubeworkx Guernsey Limited [Member] | |||||||||||
Issuance of common stock, shares | 512,820 | ||||||||||
Issuance of common stock | 1,600,000 | ||||||||||
Thomas Knox [Member] | |||||||||||
Conversation of shares | 320,512 | ||||||||||
Payment for conversation of shares | 500,000 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Preferred stock voting rights description | five votes per share | ||||||||||
Dividends payable | 15,793 | ||||||||||
Series A Convertible Preferred Stock [Member] | Thomas Knox [Member] | |||||||||||
Conversation of shares | 10,000,000 |
Equity_Schedule_of_Proceeds_Fr
Equity - Schedule of Proceeds From Expenses Related Private Placement (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Equity [Abstract] | ||
Gross Proceeds: | $800,732 | |
Broker Commission | 40,037 | |
Legal Fees | 15,671 | |
Total Expenses | 55,708 | |
Net Proceeds: | $745,024 |
Equity_Schedule_of_Proceeds_Fr1
Equity - Schedule of Proceeds From Initial Public Offering (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Gross Proceeds: | $14,998,500 | |
Payments of Stock Issuance Costs | 1,897,164 | 55,708 |
Net Proceeds: | 13,101,336 | |
Underwriter And Aegis Expenses [Member] | ||
Payments of Stock Issuance Costs | 1,344,055 | |
Underwriter And Aegis Expenses [Member] | Underwriter Commission [Member] | ||
Payments of Stock Issuance Costs | 1,049,895 | |
Underwriter And Aegis Expenses [Member] | Underwriter Expenses [Member] | ||
Payments of Stock Issuance Costs | 149,985 | |
Underwriter And Aegis Expenses [Member] | Aegis Legal Fees [Member] | ||
Payments of Stock Issuance Costs | 80,000 | |
Underwriter And Aegis Expenses [Member] | Aegis Registration Expenses [Member] | ||
Payments of Stock Issuance Costs | 7,500 | |
Underwriter And Aegis Expenses [Member] | Aegis Miscellaneous Expenses [Member] | ||
Payments of Stock Issuance Costs | 36,675 | |
Underwriter And Aegis Expenses [Member] | Aegis Road Show Expenses [Member] | ||
Payments of Stock Issuance Costs | 20,000 | |
Akers Biosciences Expenses [Member] | ||
Payments of Stock Issuance Costs | 553,109 | |
Akers Biosciences Expenses [Member] | Legal Accounting Expenses [Member] | ||
Payments of Stock Issuance Costs | 393,298 | |
Akers Biosciences Expenses [Member] | Printing Document Prep [Member] | ||
Payments of Stock Issuance Costs | 62,101 | |
Akers Biosciences Expenses [Member] | Registration Expenses [Member] | ||
Payments of Stock Issuance Costs | 55,946 | |
Akers Biosciences Expenses [Member] | Road Show Expenses [Member] | ||
Payments of Stock Issuance Costs | $41,764 |
Equity_Schedule_of_Reserved_Sh
Equity - Schedule of Reserved Shares of Common Stock (Details) | Dec. 31, 2014 | Dec. 31, 2013 |
Total Reserves | 176,989 | 1,989 |
Outstanding Warrants [Member] | ||
Total Reserves | 1,989 | 1,989 |
2013 Stock Incentive Plan [Member] | ||
Total Reserves | 175,000 |
Equity_Schedule_of_Reconcileme
Equity - Schedule of Reconcilement of the Movement of Shares (Details) | Jan. 09, 2015 | Dec. 31, 2014 | Aug. 15, 2014 | Jan. 23, 2014 | Dec. 31, 2013 | Dec. 23, 2013 | Dec. 03, 2013 | Nov. 15, 2013 | Jun. 12, 2013 | Dec. 31, 2012 |
Equity [Abstract] | ||||||||||
Preferred Stock, Authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||||
Common Stock, Authorized | 400,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||
Preferred Stock, Issued | 0 | 0 | 10,000,000 | |||||||
Common Stock, Issued | 4,954,837 | 60,000 | 2,727,000 | 2,167,837 | 114,072 | -58,515 | 512,820 | 1,278,948 | ||
Common stock shares converted | 320,512 | |||||||||
Preferred stock shares converted | -10,000,000 | |||||||||
Shares Cancelled: | -58,515 |
Loss_Per_Share_Details_Narrati
Loss Per Share (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Net loss attributable to common stockholders | ($3,142,960) | ($1,526,773) |
Basic and diluted weighted average number of common shares outstanding | 4,745,684 | 1,596,722 |
Incentive and Award Stock Options [Member] | ||
Anti-dilutive securities excluded from earning per shares | 175,000 | |
Warrant [Member] | ||
Anti-dilutive securities excluded from earning per shares | 1,989 | 1,989 |
Income_Tax_Expense_Details_Nar
Income Tax Expense (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Valuation allowance for deferred tax assets | $19,438,896 | $18,010,538 |
Change in valuation allowance | 1,428,358 | 939,998 |
Federal [Member] | ||
Net operating loss carry forwards | 51,300,000 | 47,600,000 |
Operating loss carryforwards expiration date | 31-Dec-34 | |
New Jersey State [Member] | ||
Net operating loss carry forwards | $11,900,000 | $8,100,000 |
Operating loss carryforwards expiration date | 31-Dec-21 |
Income_Tax_Expense_Schedule_of
Income Tax Expense - Schedule of Income Tax Benefit (Provision) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Current | $1,295,979 | $736,334 |
Deferred | 132,379 | 203,664 |
Change in Valuation Allowance | -1,428,358 | -939,998 |
Income Tax Benefit |
Income_Tax_Expense_Components_
Income Tax Expense - Components of Deferred Tax Assets and Related Valuation Allowances (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Reserves and other | $684,830 | $844,729 |
Net operating loss carry-forwards | 18,754,066 | 17,165,809 |
Valuation Allowance | -19,438,896 | -18,010,538 |
Net |
Income_Tax_Expense_Reconciliat
Income Tax Expense - Reconciliation of Income Taxes Using Statutory U.S. Income Tax Rate and Benefits from Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. Federal Income Tax Rate | -35.00% | -35.00% |
New Jersey State income taxes, net of U.S. | ||
Federal tax effect | -5.90% | -5.90% |
Change in Valuation Allowance | 40.90% | 40.90% |
Net | 0.00% | 0.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||
Jan. 15, 2014 | Jun. 13, 2013 | Jun. 14, 2012 | Jun. 19, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 12, 2013 | Jan. 12, 2011 | Mar. 17, 2010 | Jun. 14, 2012 | Aug. 05, 2013 | Jun. 30, 2014 | Dec. 23, 2013 | |
Related Party Transaction [Line Items] | |||||||||||||
Sale of equity interest | $100,000 | ||||||||||||
Gain on sale of equity investment - Related party | -99,710 | ||||||||||||
Exclusive license and supply agreement term | 3 years | ||||||||||||
License fee income revenue | 333,333 | 333,333 | |||||||||||
License fees received | 1,000,000 | 1,000,000 | |||||||||||
Common share issued during period, value | 1,600,000 | 13,101,336 | |||||||||||
Common stock issued for during period | 512,820 | ||||||||||||
Proceeds from sale of equity | 100,000 | 100,000 | |||||||||||
Percentage of sale of interest | 20.00% | ||||||||||||
Short-term debt | 307,500 | ||||||||||||
Debt instrument interest rate stated percentage | 5.00% | ||||||||||||
Interest expense debt | 969 | ||||||||||||
Accounts receivable from related parties | 1,209,388 | ||||||||||||
Unsecured loan term | 90 days | 90 years | |||||||||||
Product revenue from related party | 766,379 | 1,719,340 | |||||||||||
Adminisrative expenses from related party | 195,002 | 428,676 | |||||||||||
Chubeworkx Guernsey Limited [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of shareholders | 80.00% | ||||||||||||
Common share issued during period, value | 1,600,000 | ||||||||||||
Common stock issued for during period | 512,820 | ||||||||||||
Product revenue from related party | 766,379 | 1,719,340 | |||||||||||
Nicolette Consulting Group Limited [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Consulting fees | 27,917 | ||||||||||||
Reimbursement expenses | 10,000 | ||||||||||||
Reimbursement monthly expense | 30,000 | 110,000 | |||||||||||
Adminisrative expenses from related party | 183,752 | 361,176 | |||||||||||
BreathScan International Ltd [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of equity stake | 20.00% | ||||||||||||
Third Party [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock issued for during period | 80,000,000 | ||||||||||||
Mr. Rauch's [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Consulting fees | 5,625 | ||||||||||||
Exclusive license and supply agreement term | 3 years | ||||||||||||
General Trading LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related parties sales | 864,000 | ||||||||||||
DataSys Solutions, LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Adminisrative expenses from related party | $11,250 | $67,500 |
Commitments_Details_Narrative
Commitments (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |
Jan. 07, 2013 | Sep. 29, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating leases rent expense Net | $6,156 | $132,000 | ||
Lease agreement term | 7 years | 60 months | ||
Lease expiration date | 31-Dec-19 | |||
Rent expense, including related CAM charges | $161,245 | $148,593 |
Commitments_Schedule_of_Future
Commitments - Schedule of Future Minimum Rental Payments for Operating Leases (Details) (USD $) | Dec. 31, 2014 |
Next 12 Months | $138,156 |
Next 13-24 Months | 138,156 |
Next 25-36 Months | 138,156 |
Next 37-48 Months | 138,156 |
Next 49-60 Months | 137,130 |
Building Lease [Member] | |
Next 12 Months | 132,000 |
Next 13-24 Months | 132,000 |
Next 25-36 Months | 132,000 |
Next 37-48 Months | 132,000 |
Next 49-60 Months | 132,000 |
Equipment Lease [Member] | |
Next 12 Months | 6,156 |
Next 13-24 Months | 6,156 |
Next 25-36 Months | 6,156 |
Next 37-48 Months | 6,156 |
Next 49-60 Months | $5,130 |
Major_Customers_Details_Narrat
Major Customers (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Breathlyzers | Breathlyzers | |
Customers [Member] | ||
Concentration risk, number of customer | 4 | 2 |
Concentration risk, percentage | 10.00% | 10.00% |
Due from customers | $3,406,026 | |
Notes receivable from customers | 1,475,766 | |
Two Customers [Member] | ||
Due from customers | 1,269,769 | |
Sales [Member] | ||
Concentration risk, number of customer | 4 | |
Concentration risk, percentage | 85.00% | 79.00% |
Major_Suppliers_Details_Narrat
Major Suppliers (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Breathlyzers | Breathlyzers | |
Suppliers [Member] | ||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||
Concentration risk, number of suppliers | 1 | 3 |
Concentration risk percentage | 10.00% | 10.00% |
Due to suppliers | $11,880 | |
Three Suppliers [Member] | ||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||
Due to suppliers | 167,616 | |
Purchases [Member] | ||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||
Concentration risk percentage | 17.00% | 60.00% |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | |||
Jan. 09, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 09, 2015 | |
Equity ownership percentage | 20.00% | ||||
Common Stock, Shares Authorized | 400,000 | 500,000,000 | 500,000,000 | 500,000,000 | |
Restricted common stock issued | 190,000 | ||||
Restricted common stock, Par value | $0 | $0 | |||
Fair value of restricted common shares | $697,300 | $196,800 | |||
Common stock closing price | $3.67 | ||||
Subsequent Event [Member] | |||||
Cash | 64,675 | ||||
Equity ownership percentage | 19.90% | ||||
Subsequent Event [Member] | Chinese Yuvan [Member] | |||||
Cash | $398,000 |
Subsequent_Events_Summary_of_B
Subsequent Events - Summary of Bonus Shares Issued for Services (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Bonus shares issued for services | 190,000 |
Akers Jr Raymond [Member] | |
Bonus shares issued for services | 70,000 |
Knox Brandmon [Member] | |
Bonus shares issued for services | 35,000 |
Knox Thomas [Member] | |
Bonus shares issued for services | 50,000 |
Maran Gavin [Member] | |
Bonus shares issued for services | 35,000 |