Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Jul. 13, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Akers Biosciences, Inc. | |
Entity Central Index Key | 1,321,834 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 94,106,292 | |
Trading Symbol | AKER | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 647,267 | $ 438,432 |
Marketable Securities | 8,679,010 | 5,011,607 |
Trade Receivables, net | 416,898 | 964,671 |
Deposits and other receivables | 29,495 | 16,590 |
Deposits and other receivables - Related Party | 33,243 | |
Inventories, net | 973,947 | 947,612 |
Prepaid expenses | 234,985 | 145,488 |
Prepaid expenses - Related Party | 148,916 | 251,499 |
Total Current Assets | 11,163,761 | 7,775,899 |
Non-Current Assets | ||
Prepaid expenses - Related Party | 209,774 | 120,118 |
Property, Plant and Equipment, net | 259,265 | 235,113 |
Intangible Assets, net | 1,087,890 | 1,130,667 |
Other Assets | 76,093 | 76,093 |
Total Non-Current Assets | 1,633,022 | 1,561,991 |
Total Assets | 12,796,783 | 9,337,890 |
Current Liabilities | ||
Trade and Other Payables | 1,360,533 | 1,745,216 |
Trade and Other Payables - Related Party | 19,005 | 39,821 |
Total Current Liabilities | 1,379,538 | 1,785,037 |
Total Liabilities | 1,379,538 | 1,785,037 |
SHAREHOLDERS' EQUITY | ||
Convertible Preferred Stock, No par value, 50,000,000 shares authorized, 0 and 1,755 shares issued and outstanding as of March 31, 2018 and December 31, 2017 | 1,755,000 | |
Common Stock, No par value, 500,000,000 shares authorized, 86,437,624 and 44,220,552 issued and outstanding as of March 31, 2018 and December 31, 2017 | 118,139,926 | 110,647,169 |
Deferred Compensation | (3,469) | |
Comprehensive Loss | (16,843) | |
Accumulated Deficit | (106,705,838) | (104,845,847) |
Total Shareholders' Equity | 11,417,245 | 7,552,853 |
Total Liabilities and Shareholders' Equity | $ 12,796,783 | $ 9,337,890 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, no par value | ||
Convertible preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Convertible preferred stock, shares issued | 0 | 1,755 |
Convertible preferred stock, shares outstanding | 0 | 1,755 |
Common stock, no par value | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 86,437,624 | 44,220,552 |
Common stock, shares outstanding | 86,437,624 | 44,220,552 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Product Revenue | $ 302,475 | $ 643,187 |
Product Revenue - Related party | 24,063 | |
Total Revenues | 302,475 | 667,250 |
Cost of Sales: | ||
Product Cost of Sales | (297,500) | (258,721) |
Gross Income | 4,975 | 408,529 |
Administrative Expenses | 915,533 | 790,529 |
Sales and Marketing Expenses | 468,463 | 556,655 |
Sales and Marketing Expenses - Related Party | 31,689 | 32,279 |
Research and Development Expenses | 391,381 | 348,442 |
Research and Development Expenses - Related Party | 48,589 | |
Amortization of Non-Current Assets | 42,777 | 42,777 |
Loss from Operations | (1,893,457) | (1,362,153) |
Other (Income)/Expenses | ||
Foreign Currency Transaction (Gain)/Loss | 2,875 | (10,346) |
Interest and Dividend Income | (36,341) | (2,537) |
Total Other Income | (33,466) | (12,883) |
Loss Before Income Taxes | (1,859,991) | (1,349,270) |
Income Tax Benefit | ||
Net Loss Attributable to Common Shareholders | (1,859,991) | (1,349,270) |
Other Comprehensive Income/(Loss) | ||
Net Unrealized Gain/(Loss) on Marketable Securities | (16,843) | 156 |
Total Other Comprehensive Income/(Loss) | (16,843) | 156 |
Comprehensive Loss | $ (1,876,834) | $ (1,349,114) |
Basic and Diluted loss per common share | $ (0.03) | $ (0.19) |
Weighted average basic and diluted common shares outstanding | 71,315,461 | 6,993,574 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Shareholder's Equity - 3 months ended Mar. 31, 2018 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Deferred Compensation [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Balance at Dec. 31, 2017 | $ 1,755,000 | $ 110,647,169 | $ (3,469) | $ (104,845,847) | $ 7,552,853 | |
Balance, shares at Dec. 31, 2017 | 1,755 | 44,220,552 | ||||
Net loss | (1,859,991) | (1,859,991) | ||||
Exercise of warrants for common stock | $ 5,717,325 | 5,717,325 | ||||
Exercise of warrants for common stock, shares | 30,492,070 | |||||
Conversion of preferred stock to common stock | $ (1,755,000) | $ 1,755,000 | ||||
Conversion of preferred stock to common stock, shares | (1,755) | 11,700,002 | ||||
Amortization of deferred compensation | 3,469 | 3,469 | ||||
Issuance of stock grants to key employees | $ 5,175 | 5,175 | ||||
Issuance of stock grants to key employees, shares | 25,000 | |||||
Issuance of non-qualified stock options to key employees | $ 2,712 | 2,712 | ||||
Issuance of restricted stock for services for non-employees | $ 12,545 | 12,545 | ||||
Issuance of restricted stock for services for non-employees, shares | ||||||
Net unrealized gain on marketable securities | (16,843) | (16,843) | ||||
Balance at Mar. 31, 2018 | $ 118,139,926 | $ (106,705,838) | $ (16,843) | $ 11,417,245 | ||
Balance, shares at Mar. 31, 2018 | 86,437,624 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (1,859,991) | $ (1,349,270) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accrued income on marketable securities | (13,955) | (326) |
Depreciation and amortization | 56,452 | 60,718 |
Reserve and write-off for obsolete inventory | 24,460 | (32,333) |
Reserve for doubtful accounts | 40,859 | |
Amortization of deferred compensation | 3,469 | 5,203 |
Share based compensation to employees - options | 2,712 | 5,036 |
Share based compensation to employees - restricted stock | 5,175 | |
Share based compensation to non-employees - restricted stock | 12,545 | |
Changes in assets and liabilities: | ||
Decrease in trade receivables | 547,773 | 43,351 |
Decrease in trade receivables - related party | 7,458 | |
(Increase)/decrease in deposits and other receivables | (12,905) | 10,692 |
Increase in deposit and other receivables - related party | (33,243) | |
Increase in inventories | (50,795) | (100,878) |
(Increase)/decrease in prepaid expenses | (89,497) | 69,930 |
Decrease in prepaid expenses - related party | 12,927 | 16,140 |
Decrease in trade and other payables | (384,683) | (200,059) |
Decrease in trade and other payables - related party | (20,816) | (138,184) |
Net cash used in operating activities | (1,800,372) | (1,561,663) |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (37,827) | (16,774) |
Purchases of marketable securities | (3,972,386) | (1,202,210) |
Proceeds from sale of marketable securities | 302,095 | 1,095,218 |
Net cash used in investing activities | (3,708,118) | (123,766) |
Cash flows from financing activities | ||
Net proceeds from issuance of common stock | 3,452,861 | |
Net proceeds from exercise of warrants for common stock | 5,717,325 | 244,950 |
Net cash provided by financing activities | 5,717,325 | 3,697,811 |
Net increase in cash | 208,835 | 2,012,382 |
Cash at beginning of period | 438,432 | 72,700 |
Cash at end of period | 647,267 | 2,085,082 |
Supplemental Schedule of Non-Cash Financing and Investing Activities | ||
Net unrealized gains/(losses) on marketable securities | (16,843) | 156 |
Conversion of Series B Preferred Stock to common shares | $ 1,755,000 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1 - Nature of Business (a) Reporting Entity The accompanying financial statements have been prepared by Akers Biosciences, Inc. (“Akers” 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 condensed 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. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 2 - Basis of Presentation and Significant Accounting Policies (a) Basis of Presentation The Condensed 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). Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of and for the years ended December 31, 2017 and 2016 included in the Company’s 2017 Form 10-K/A, Amendment No. 1, as filed on July 13, 2018. In the opinion of the management, these condensed consolidated financial statements include all adjustments, consisting of only normal recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2018 and its results of operations and cash flows for the three months ended March 31, 2018 and 2017. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2018. 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. 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 revenue recognition, allowances for doubtful accounts, inventory write-downs, impairment of intangible assets and valuation of share based payments. (c) Functional and Presentation Currency These condensed 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 Condensed Consolidated Statement of Operations and Comprehensive Loss. (d) Comprehensive Income (Loss) 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. (e) 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 Condensed Consolidated Balance Sheet. (f) 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 fair value of marketable securities is described in Note 4. (g) 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. (h) 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. Credit terms longer than these may be extended after considering the credit worthiness of the customers and the business requirements. 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 March 31, 2018 and December 31, 2017, allowances for doubtful accounts for trade receivables were $596,196. Bad debt expenses for trade receivables were $- and $42,361 for the three months ended March 31, 2018 and 2017. As of March 31, 2018 and December 31, 2017, the aging of trade receivables was as follows: March 31, December 31, Aging Period 2018 % 2017 % (restated) Current $ 237,066 24 % $ 1,181,335 76 % 01-30 Days 4,657 0 % 79,535 5 % 31-60 Days 1,428 0 % 20,154 1 % 61-90 Days 117 0 % 25,100 2 % >90 Days 769,826 76 % 254,743 16 % Subtotal $ 1,013,094 $ 1,560,867 Bad Debts Allowance (596,196 ) (596,196 ) Total $ 416,898 $ 964,671 The aging above represents the number of days that the account receivable balance exceeds the credit terms. Included in the current category is accounts receivable of $- and $470,000 as of March 31, 2018 and December 31, 2017 with payment terms extended to 180 days. (i) 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 $631,099 and $426,927 with Fulton Bank of New Jersey, $12,578 and $7,915 with Bank of America, NA and $3,590 with PayPal as of March 31, 2018 and December 31, 2017. No losses have been incurred in these accounts. Three customers accounted for 76% of trade receivables as of March 31, 2018. To limit such risks, the Company performs ongoing credit evaluations of its customers’ financial condition. (j) Inventories Inventories are measured at the lower of cost or net realizable value. 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 overhead based on normal operating capacity. (k) 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 Condensed 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 5-12 Furniture and fixtures 5-10 Computer equipment & software 3-5 Leasehold Improvements Shorter of the remaining lease or estimated useful life Depreciation methods, useful lives and residual values are reviewed at each reporting date. (l) 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. As of March 31, 2018, the Company has ten patents from the United States Patent Office in effect (9,383,368; 7,896,167; 8,097,171; 8,003,061; 8,425,859; 8,871,521; 8,808,639; 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), European Union Patents 1793906, 2684025, 002216895-0001; 002216895-0002 and 002216895-0003), in Hong Kong (HK11004006) and in Japan (1,515,170; 4,885,134; 4,931,821 5,775,790, and 6023096). 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 12-17 Customer lists 5 (m) 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. (n) Investments In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation. (o) 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. The accrual for estimated sales returns was $- as of March 31, 2018 and December 31, 2017. In cases where the right of return is granted and the Company does not have historical experience to reasonably estimate the sales returns, the revenue is recognized when the return privilege has substantially expired. The Company implemented a standard dealer cost model during the year ended December 31, 2016 which includes a provision for rebates to the distributors under limited circumstances. The Company established an accrual of $57,725 and $126,471 as of March 31, 2018 and December 31, 2017. Accounts receivable will be reduced when the rebates are applied by the customer. The Company recognized $37,544 and $102,824 during the three months ended March 31, 2018 and 2017 for rebates, which is included as a reduction of product revenue in the Condensed Consolidated Statement of Operations and Comprehensive Loss. 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. (p) 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. (q) Shipping and Handling Fees and Costs The Company charges actual shipping plus a handling fee to customers, which amounted to $13,641 and $18,420 for the three months ended March 31, 2018 and 2017. These fees are classified as part of product revenue in the Condensed 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 $26,944 and $16,177 for the three months ended March 31, 2018 and 2017. (r) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed when incurred. (s) 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. The Company estimates the fair value of stock-based awards to non-employees 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. At the end of each financial reporting period, prior to vesting or prior to completion of services, the fair value of equity based payments will be re-measured and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurement until the equity based payments are fully vested or the service is completed. (t) 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. (u) Recently Adopted Accounting Pronouncements As of March 31, 2018 and for the three months then ended, there were no recently adopted accounting pronouncements that had a material effect on the Company’s financial statements. (v) Recently Issued Accounting Pronouncements Not Yet Adopted As the Company is an emerging growth company, it has elected to adopt recently issued standards based on effective dates applicable to nonpublic entities. All effective dates as mentioned in the following paragraphs refer to that applicable to nonpublic entities. In May 2014 and April 2016, the FASB issued ASU No. 2014-09 and ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14 which deferred the effective date of Update 2014-09 to annual reporting periods beginning after December 15, 2018 and interim reporting periods within annual reporting periods beginning after December 15, 2019. Early application is permitted as of annual reporting periods beginning after December 15, 2016 including interim reporting periods within that reporting period. The Company is currently evaluating the effect of the amendments but it does not anticipate a material impact of its financial statements. The Company expects to use the modified retrospective adoption method and will adopt this Update as of January 1, 2019. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation |
Key Recent Events and Managemen
Key Recent Events and Management Plans | 3 Months Ended |
Mar. 31, 2018 | |
Key Recent Events And Management Plans | |
Key Recent Events and Management Plans | Note 3 – Key Recent Events and Management Plans On April 25, 2018, the Board of Directors of the Company terminated Dr. Raymond F. Akers from his position as Executive Chairman of the Board and from each of his officer positions as Chief Scientific Director and Secretary of the Company. Dr. Raymond F. Akers continued as a member of the Board of Directors until his resignation on May 27, 2018. On April 25, 2018, the Board appointed Richard Carlyle Tarbox III, a current director of the Company as the interim Non-Executive Chairman of the Board, to hold that position until his successor is appointed, and to the position of Secretary of the Company. The Company was not able to timely file this Quarterly Report on Form 10-Q due to delays in evaluating certain accounting and reporting matters. The Company’s evaluation resulted in its filing a notification on June 18, 2018 on Form 8-K providing notice that investors should no longer rely upon the financial statements included within the Company’s Quarterly Reports as of and for the periods ended June 30, 2017 and September 30, 2017, as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The Company has since prepared amended financial statements for such periods and the respective amended Quarterly and Annual financial reports have been filed contemporaneously with the filing of this Quarterly Report on Form 10-Q for the three months ended March 31, 2018. By way of a letter dated May 22, 2018, the Listing Qualifications Department of the NASDAQ Stock Market LLC (“NASDAQ”) advised the Company that it did not comply with NASDAQ Listing Rule 5250(c)(1) for continued listing because NASDAQ has not received the Company’s Form 10-Q for the period ended March 31, 2018 (the “Quarterly Report”). NASDAQ has informed the Company that the Company is required to submit a plan to regain compliance with NASDAQ’s filing requirements for continued listing within 60 calendar days of the date of the Notice. Upon acceptance of the Company’s compliance plan, NASDAQ is permitted to grant an extension of up to 180 calendar days from the Quarterly Report’s filing due date, or until November 19, 2018, for the Company to regain compliance with NASDAQ Listing Rule 5250(c)(1). The Company believes that its filing of this Quarterly Report and the Amended Quarterly and Annual Reports as discussed above have cured the potential default as to the Company meeting the requirements to continue its listing in good standing under NASDAQ. On June 11, 2018, the Company received a letter from the Listing Qualifications Department NASDAQ notifying the Company that it has determined that the Company violated the shareholder approval requirements of Listing Rule 5635(c). Listing Rule 5635(c) requires shareholder approval prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees or consultants. Prior to the Company’s public offering and listing on NASDAQ, the Company’s 2013 Incentive Stock and Award Plan (the “2013 Plan”) was approved by its Board of Directors. NASDAQ has concluded that the 2013 Plan was materially amended on two occasions after the Company’s public offering and listing on NASDAQ. The first amendment, as approved by the Board on January 9, 2015, increased the number of shares available under the 2013 Plan from 400,000 to 800,000 shares and the second amendment, as approved by the Board on October 5, 2016, increased the number of shares under the 2013 Plan from 800,000 to 830,000 shares (the “2013 Plan Amendments”). During the first quarter of 2018, the Company promptly notified NASDAQ, as required by Listing Rule 5625, when it became aware of its potential non-compliance with Listing Rule 5635(c). On May 4, 2018, the Staff requested additional information from the Company with respect to such non-compliance and on May 31, 2018, the Company responded. On June 25, 2018, the Company submitted a plan to NASDAQ to remediate this matter (the “5635 Compliance Plan”). The 5635 Compliance Plan included that a proposal for shareholders of the Company to ratify the 2013 Plan Amendments be included in the proxy statement for the Company’s 2018 annual meeting of the shareholders of the Company and that the Company shall suspend the trading of each share granted, and each share granted upon the exercise of any option granted, in excess of 400,000 shares under the 2013 Plan (the number of shares properly approved pursuant to the 2013 Plan prior to the 2013 Plan Amendments until shareholder ratification). The 5635 Compliance Plan also proposes to prevent the exercise of any option granted under the 2013 Plan until shareholder ratification. On July 12, 2018, NASDAQ approved of the 5635 Compliance Plan and granted the Company until December 10, 2018, to regain compliance with Listing Rule 5635. On or about June 15, 2018, certain parties brought certain class action lawsuits against the Company. Faulkner v. Akers Biosciences, Inc., No. 2:18-cv-10521 (D.N.J.) On June 13, 2018, Plaintiff Tim Faulkner filed a class action complaint alleging securities violations against Akers Biosciences, Inc. (“Akers”), John J. Gormally, and Gary M. Rauch (“Individual Defendants”) (together with Akers, “Defendants”) on behalf of all persons and entities who purchased publicly traded Akers securities from May 15, 2017 through June 5, 2018. The complaint alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 against all Defendants, and violations of Section 20(a) of the Exchange Act against the Individual Defendants. In particular, the complaint alleges that Defendants made false and/or misleading statements and/or failed to disclose in its first, second, and third quarter 2017 10-Qs and its 2017 10-K that: (1) Akers was improperly recognizing revenue for the fiscal year ended December 31, 2017; and, (2) Akers had downplayed weaknesses in its internal controls over financial reporting and failed to disclose the true extent of those weaknesses. On July 10, 2018, Plaintiff and Defendants entered into a stipulation that Defendants are not required to respond to the complaint until the court appoints a lead plaintiff and lead counsel for the class, and then after the lead plaintiff chooses whether to file an amended complaint or whether to designate the complaint as the operative complaint. Gleason v. Akers Biosciences, Inc., No. 2:18-cv-10805 (D.N.J.) On June 20, 2018, Plaintiff David Gleason filed a class action complaint alleging securities violations against Akers Biosciences, Inc. (“Akers”), John J. Gormally, and Gary M. Rauch (“Individual Defendants”) (together with Akers, “Defendants”) on behalf of all persons and entities who purchased publicly traded Akers securities from May 15, 2017 through June 5, 2018. The complaint alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 against all Defendants, and violations of Section 20(a) of the Exchange Act against the Individual Defendants. In particular, the complaint alleges that Defendants made false and/or misleading statements and/or failed to disclose in its first, second, and third quarter 2017 10-Qs and its 2017 10-K that: (1) Akers was improperly recognizing revenue for the fiscal year ended December 31, 2017; and, (2) Akers had downplayed weaknesses in its internal controls over financial reporting and failed to disclose the true extent of those weaknesses. No Defendant has been served yet, and no response is due at this time. Other class action lawsuits have been threatened against the Company and may be filed shortly. Ultimately, there will be one class action complaint upon the appointment of a lead plaintiff and lead Counsel. The Company maintains D&O liability insurance coverage, insuring both the Company and the Directors and Officers for covered defense and indemnification, and has noticed these matters thereunder. Historically, the Company has relied upon public offerings and private placements of Common Stock to raise operating capital. During the year ended December 31, 2017, the Company raised $9,478,897, net of expenses, in public and private offerings and an additional $981,948, net of expenses, from the exercise of warrants. During the three months ended March 31, 2018, the Company raised an additional $5,717,325 from the exercise of warrants (Note 10). As of July 6, 2018, the Company had cash and marketable securities of approximately $8.1 million and working capital of approximately $8.8 million. The Company is not yet able to determine the impact of the key events during June and July of 2018 may have on the Company’s ability to raise capital, nor the impact that these matters might have on its business operations. Additionally, a former executive has threatened to sue the Company, Board members, and executives under the New Jersey Conscientious Employee Protection Act (“CEPA”), N.J. Stat. Ann. § 34-19.1 over the termination of his employment. That statute prohibits any retaliatory action against an employee who discloses, or threatens to disclose to a supervisor or to a public entity any activity, policy or practice of the employer that is a violation of a law, or a rule or regulation. Remedies may include a counter claim for back pay, reinstatement, compensatory and punitive damages and attorneys’ fees if appropriate. The Company will vigorously defend any litigation brought by this former executive. The Company believes that its current working capital position will be sufficient to meet its obligations as they fall due within one year after the financial statements are issued. |
Fair Value Measurement - Market
Fair Value Measurement - Marketable Securities | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 31, 2017. U.S. Agency Securities and Corporate and Municipal Securities: As of March 31, 2018 Accrued Unrealized Unrealized Fair Cost Income Gains Losses Value Level 2: Money market funds $ 26 $ 5 $ - $ - $ 31 Municipal securities 8,680,430 15,392 - (16,843 ) 8,678,979 Total Level 2: 8,680,456 15,397 - (16,843 ) 8,679,010 Total: $ 8,680,456 $ 15,397 $ - $ (16,843 ) $ 8,679,010 As of December 31, 2017 Accrued Unrealized Unrealized Fair Cost Income Gains Losses Value Level 2: Money market funds $ 5,165 $ 161 $ - $ - $ 5,326 Municipal securities 5,005,000 1,281 - - 5,006,281 Total Level 2: 5,010,165 1,442 - - 5,011,607 Total: $ 5,010,165 $ 1,442 $ - $ - $ 5,011,607 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 are less than one year. Unrealized gains relating to the available for sale investment securities were recorded in the Condensed Consolidated Statement of Changes in Shareholders’ Equity as comprehensive income. These amounts were an unrealized loss of $16,843 and unrealized gain of $156 (net of effect of income tax expense of $-) for the three months ended March 31, 2018 and 2017. Proceeds from the sale of marketable securities in the three months ended March 31, 2018 and 2017 were $302,095 and $1,095,218. Gross gains of $- and $1,051 resulted from these sales for the three months ended March 31, 2018 and 2017. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5 - Inventories Inventories consists of the following categories: March 31, 2018 December 31, 2017 (restated) Raw Materials $ 513,052 $ 458,441 Sub-Assemblies 898,778 886,274 Finished Goods 774,725 815,505 Reserve for Obsolescence (1,212,608 ) (1,212,608 ) $ 973,947 $ 947,612 Obsolete inventory charged to cost of goods during the three months ended March 31, 2018 and 2017 totaled $24,460 and a credit of $32,333. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 6 - Property, Plant and Equipment Property, plant and equipment consists of the following: March 31, 2018 December 31, 2017 Computer Equipment $ 114,771 $ 114,771 Computer Software 40,681 40,681 Office Equipment 39,959 39,959 Furniture & Fixtures 38,356 38,356 Machinery & Equipment 1,153,960 1,138,134 Molds & Dies 890,571 868,570 Leasehold Improvements 222,593 222,593 2,500,891 2,463,064 Less Accumulated Depreciation 2,241,626 2,227,951 $ 259,265 $ 235,113 Depreciation expenses totaled $13,675 and $17,941 for the three months ended March 31, 2018 and 2017. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 7 - Intangible Assets Intangible assets as of March 31, 2018 and December 31, 2017 and the movements for the periods then ended are as follows: Distributor & Patents & Customer Trademarks Relationships Totals Cost or Deemed Cost At December 31, 2017 $ 2,626,996 $ 1,270,639 $ 3,897,635 Additions - - - Disposals - - - At March 31, 2018 $ 2,626,996 $ 1,270,639 $ 3,897,635 Accumulated Amortization At December 31, 2017 $ 1,496,329 $ 1,270,639 $ 2,766,968 Amortization Charge 42,777 - 42,777 Disposals - - - At March 31, 2018 $ 1,539,106 $ 1,270,639 $ 2,809,745 Net Book Value At December 31, 2017 $ 1,130,667 $ - $ 1,130,667 At March 31, 2018 $ 1,087,890 $ - $ 1,087,890 Amortization expense totaled $42,777 for the three months ended March 31, 2018 and 2017. The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows: Period Amount 2019 $ 171,108 2020 149,298 2021 147,315 2022 147,315 2023 147,315 |
Trade and Other Payables
Trade and Other Payables | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 8 - Trade and Other Payables Trade and other payables consists of the following: March 31, 2018 December 31, 2017 (restated) Trade Payables $ 598,359 $ 948,951 Accrued Expenses 702,424 736,515 Deferred Compensation 59,750 59,750 $ 1,360,533 $ 1,745,216 Trade and other payables – related party are as follows: March 31, 2018 December 31, 2017 Trade Payables $ 19,005 $ 39,821 $ 19,005 $ 39,821 As of March 31, 2018 the Company owed ChubeWorkx Guernsey Limited, previously a major shareholder, royalties of $15,845 (Note 13) which was paid on April 23, 2018. As of March 31, 2018, the Company owed Hainan $670. Senior management at Hainan are actively involved in Shenzhen Savy-Akers Biosciences (“Shenzhen”) which is therefore being included as a related party. The Company owed Shenzhen $2,490 as of March 31, 2018. Trade and other payables are non-interest bearing and are normally settled on 30 – 60 day terms. |
Share-based Payments
Share-based Payments | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Payments | Note 9 - 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. 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 “Amended Plan”), which increases the number of authorized shares of Common Stock subject to the Plan to 800,000 shares (Note 3). On September 30, 2016, the Board of Directors increased the number of authorized shares of Common Stock subject to the Amended Plan to 830,000 shares. As of March 31, 2018, grants of restricted stock and options to purchase 255,000 shares of Common Stock have been issued, pursuant to the Amended Plan, and are unvested or unexercised and 7,292 shares of Common Stock remain available for grants under the Amended Plan. On August 7, 2017, the Shareholders approved and the Company adopted the 2017 Equity Incentive Plan (the “Plan”) which will provide for the issuance of up to 1,350,000 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. As of March 31, 2018, grants totaling 320,107 shares of restricted Common Stock have been issued pursuant to the Plan and 1,029,893 shares of Common Stock remain available for grants under the Plan. The 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, the Company’s Common Stock. 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. The Company did not issue any options or warrants under the above plan during the three months ended March 31, 2018. The following table summarizes the option activities for the three months ended March 31, 2018: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term (years) Value Balance at December 31, 2017 255,000 $ 4.25 2.02 $ - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2018 255,000 $ 4.25 1.78 $ - Exercisable as of March 31, 2018 250,334 $ 4.27 1.75 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.83 for our common shares on March 31, 2018. A summary of the Company’s non-vested shares as of March 31, 2018 and the changes during the three months then ended are as follows: Weighted Average Grant Non-Vested Shares Shares Date Fair Value Non-vested at December 31, 2017 4,666 $ 2.36 Granted - - Vested - - Forfeited - - Non-vested at March 31, 2018 4,666 $ 2.36 Unrecognized compensation cost related to non-vested employee stock options totaled $4,219 as of March 31, 2018. The cost is to be recognized over a weighted average period of 0.38 years. During the three months ended March 31, 2018 and 2017, the Company incurred stock option expenses totaling $2,712 and $5,036. The table below summarizes the warrant activity for the three months ended March 31, 2018: Weighted Average Average Remaining Number of Exercise Contractual Warrants Price Term (years) Balance at December 31, 2017 49,490,571 $ 0.22 4.95 Granted - - - Exercised (30,492,070 ) 0.19 - Forfeited - - - Canceled/Expired - - - Balance at March 31, 2018 18,998,501 $ 0.28 4.68 Exercisable as of March 31, 2018 18,998,501 $ 0.28 4.68 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Equity | Note 10 - Equity The holders of common shares are entitled to one vote per share at meetings of the Company. Holders of Series B convertible preferred shares have no voting rights at meetings of the Company. A restricted stock award is an award of common shares that are subject to certain restrictions during a specified period. Restricted stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares on non-vested restricted stock have the same voting rights as Common Stock, are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, straight-line over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is determined based on the closing price of the Company’s Common Stock on the grant date. On June 8, 2016, the Company issued 27,500 restricted common shares to an officer in connection with his employment agreement. These shares vest 1/3 immediately on the date of the grant and the remaining 2/3 vests equally on March 1, 2017 and March 1, 2018. The fair value of these shares was $54,725 and was based on the share price on the date of the grant. $3,469 and $5,203 was recorded during the three months ended March 31, 2018 and 2017 as administrative expense on the Condensed Consolidated Statement of Operations and Comprehensive Loss. On April 11, 2017, the Company issued 10,000 restricted shares to a consultant for services to be rendered during the year ending December 31, 2017. These shares vested on the date of the grant. The fair value of these shares was $18,000 and was based on the share price on the date of the grant. During the year ended December 31, 2017, $5,455 was recognized as stock based compensation expense. The remaining $12,545 was recognized during the three months ended March 31, 2018 as sales and marketing expenses on the Condensed Consolidated Statement of Operations and Comprehensive Loss. On January 16, 2018, the Board of Directors issued 25,000 restricted shares of Common Stock to a key employee of the Company as part of the Plan. The fair value of the shares was $5,175 and was based on the closing share price of $0.2070 per share. The share grants vested immediately. The Company recorded the expense as sales and marketing expenses on the Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2018. During the three months ended March 31, 2018, 1,755 shares of the Company’s Series B Preferred Stock, no par value, converted into 11,700,002 shares of Common Stock. During the three months ended March 31, 2018, warrant holders from the December 21, 2017 public offering executed 30,492,070 warrants with an exercise price of $0.1875 per common share, raising net proceeds of $5,717,325. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 11 - Loss per share The calculation of basic and diluted loss per share at March 31, 2018 and 2017 was based on the loss attributable to common shareholders of $1,859,991 and $1,349,270. The basic and diluted weighted average number of common shares outstanding at March 31, 2018 and 2017 was 71,315,461 and 6,993,574. 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 options, warrants and unvested restricted stock. Diluted net loss per common share was the same as basic net loss per common share for the three months ended March 31, 2018 and 2017 since the effect of options and warrants would be anti-dilutive due to the net loss attributable to the common shareholders. Instruments excluded from dilutive earnings per share, because their inclusion would be anti-dilutive, were as follows: incentive and award stock options – 255,000 and 259,000; unvested restricted shares of Common Stock – - and 9,166; warrants – 18,998,501 and 1,455,650 as of March 31, 2018 and 2017. |
Income Tax Expense
Income Tax Expense | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | Note 12 - Income Tax Expense There is no income tax benefit for the losses for the three months ended March 31, 2018 and 2017 since management has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire amount of such benefits. 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, 2018, the Company had no unrecognized tax benefits, or any tax related interest or penalties. There were no changes in the Company’s unrecognized tax benefits during the three months ended March 31, 2018 related to unrecognized tax benefits. With few exceptions, the U.S. and state income tax returns filed for the tax years ended on December 31, 2014 and thereafter are subject to examination by the relevant taxing authorities. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 - Related Party Transactions 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 Akers’ proprietary breathalyzers outside North America. ChubeWorkx paid a licensing fee of $1,000,000 which was recognized over the term of the agreement through September 30, 2015. On June 13, 2013, the Company announced an expansion 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 August 17, 2016, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with ChubeWorkx Guernsey Limited (“ChubeWorkx”), a major shareholder, which settled all pending claims between the Company and ChubeWorkx. Specifically, the Company and ChubeWorkx agreed to voluntarily dismiss (i) the action in the United States Federal Court, District of New Jersey brought by the Company against ChubeWorkx for outstanding amounts due to the Company under a promissory note and (ii) the action in The High Court of Justice, Queen’s Bench Division Commercial Court, Royal Courts of Justice, United Kingdom brought by ChubeWorkx against the Company arising from an exclusive licensing agreement between ChubeWorkx and the Company (“Licensing Agreement”). Under the terms of the Settlement Agreement, the Company would receive the full outstanding principal amount in the year ended December 31, 2016 in the form of $750,000 of BreathScan® Alcohol Detector inventory and the balance of $549,609 as prepaid royalty. Akers’ established an allowance for this doubtful note in the Company’s financial statements for the year ended December 31, 2015. As a result of the Settlement Agreement, the Company reversed the allowance for doubtful note in the amount of $1,299,609 which was included in the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2016. In addition to addressing the promissory note described above, the Settlement Agreement also allows the Company to market and sell all of the Company’s breath technology tests worldwide, unencumbered by any past/future claims by ChubeWorkx under the Licensing Agreement (entered into with ChubeWorkx in 2012 and subsequently amended in 2013). Under the terms of the Settlement Agreement, ChubeWorkx no longer holds any rights pertaining to Akers’ BreathScan® technology, which serves as the basis for a number of commercialized products including BreathScan® Alcohol Detector and BreathScan OxiChek™; and a number of products in development. In return for the Company regaining the full rights to sell breath technology products, under the terms of the Settlement Agreement, ChubeWorkx is entitled to receive a royalty of 5% of the Company’s gross revenues (the “ChubeWorkx Royalty”) until ChubeWorkx has earned an aggregate $5,000,000, after which point ChubeWorkx will no longer be entitled to receive any royalties from the Company and the Company shall have no further obligation to ChubeWorkx. The Settlement Agreement further allows the Company to retain 50% of the ChubeWorkx Royalty until the full $549,609 cash component of the monies owed by ChubeWorkx to the Company as described above has been satisfied. The Company recorded royalty expenses of $31,689 and $32,279 for the three months ended March 31, 2018 and 2017 which are included in sales and marketing expenses – related party on the Condensed Consolidated Statement of Operations and Comprehensive Loss. Other terms of the Settlement include: 1) the pledge as security of all earned but unpaid royalties by the Company to ChubeWorkx all Company assets, worthy to satisfy its obligations, including all inventory and receivables, with the exception of (i) distribution contracts of the Company or any of its affiliates, (ii) customer lists, (iii) manufacturing processes (including all intellectual property required to use those processes and exploit products made thereby), and (iv) all equipment required to perform said manufacturing processes and other equipment; 2) the pledge as security of the settlement sum which remains unpaid by the Company to ChubeWorkx all Company (i) distribution contracts of the Company or any of its affiliates, (ii) customer lists, (iii) manufacturing processes (including all intellectual property required to use those processes and exploit products made thereby), and (iv) all equipment required to perform said manufacturing processes and other equipment; and 3) the grant of voting proxy by ChubeWorkx to the Company which allows the Company to vote ChubeWorkx’s shares for corporate formalities under certain conditions. The pledged assets are only at risk in the event that the Company cannot satisfy any outstanding royalty payment obligations subject to various cure periods and/or through a restructuring and/or liquidation under the United States Bankruptcy laws of the Company in favor of payment of said obligation. During the three months ended March 31, 2018 and 2017, the Company recognized $- for the BreathScan Breath Alcohol products acquired from the Settlement. The Company began purchasing manufacturing molds, plastic components and the assembled BreathScan Lync™ device through Hainan and its related party during the year ended December 31, 2016 (Note 8). The Company purchased a total of $23,805 and $16,744 during the three months ended March 31, 2018 and 2017. As of March 31, 2018, the Company owed the Hainan and its related party $3,160 which is included in trade and other payables – related party on the Condensed Consolidated Balance Sheet. During the three months ended March 31, 2018, the Company engaged Medical Horizons, Inc. (“Medical Horizons”), a company owned and operated by the spouse of a member of the Company’s leadership team, to provide engineering and design services. The Company recorded $48,589 during the three months ended March 31, 2018 related to the engagement of Medical Horizons which is included in research and development – related party on the Condensed Consolidated Statement of Operations and Comprehensive Loss. Product revenue – related party for the three months ended March 31, 2018 and 2017 were $- and $24,063. The revenue was the result of sales to Hainan and its related party. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 14 – Commitments The Company leases its facility in West Deptford, New Jersey under an operating lease (“Thorofare 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. Rent expense for the Thorofare Lease, including related CAM charges for the three months ended March 31, 2018 and 2017 totaled $42,218 and $40,487, respectively. The Company entered into a 24-month lease for a satellite office located in Ramsey, New Jersey (“Ramsey Lease”) with annual rents of $25,980 plus common area maintenance (CAM) charges. The lease took effect on June 1, 2017 and runs through May 31, 2019. Rent expenses for the Ramsey Lease, including related CAM charges totaled $6,495 and $- for the three months ended March 31, 2018 and 2017. The Company posted a security deposit of $4,330 which is included in other assets on the Condensed Consolidated Balance Sheet. The Company entered into a 29-month lease for warehouse space located in Pitman, New Jersey (“Pitman Lease”) with annual rents of $39,650. The lease took effect on August 1, 2017 and runs through December 31, 2019. Rent expenses for the Pitman Lease totaled $9,913 and $- for the three months ended March 31, 2018 and 2017. A security deposit of $4,950 is included in other assets on the Condensed Consolidated Balance Sheet. 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: Thorofare Ramsey Pitman Equipment Lease Lease Lease Lease Total Next 12 Months $ 132,000 $ 25,980 $ 39,650 $ 6,156 $ 203,786 Next 13-24 Months 99,000 4,330 29,736 3,591 136,657 On June 30, 2017, the Company signed the Third Amendment to the exclusive Distribution Agreement with NovoTek Pharmaceuticals Limited (‘NovoTek’) which expanded the geographic area of coverage to include Poland and grants NovoTek the right to assemble certain PIFA Heparin PF/4 products in their facilities from components acquired from the Company. |
Major Customers
Major Customers | 3 Months Ended |
Mar. 31, 2018 | |
Major Customers [Abstract] | |
Major Customers | Note 15 - Major Customers For the three months ended March 31, 2018, one customer generated 10% or more of the Company’s revenue. Sales to this customer accounted for 79% of the Company’s revenue. As of March 31, 2018, the amount due from this customer was $175,881. This concentration makes the Company vulnerable to a near-term severe impact should the relationships be terminated. For the three months ended March 31, 2017, two customers generated 10% or more of the Company’s revenue. Sales to these customers accounted for 67% of the Company’s revenue. |
Major Suppliers
Major Suppliers | 3 Months Ended |
Mar. 31, 2018 | |
Major Suppliers [Abstract] | |
Major Suppliers | Note 16 - Major Suppliers For the three months ended March 31, 2018, one supplier accounted for 10% or more of the Company’s purchases. As of March 31, 2018, the amount due to the supplier was $9,302. For the three months ended March 31, 2017, two suppliers each accounted for more than 10% of the Company’s purchases. In aggregate, these suppliers accounted for 23% of the Company’s total purchases. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 17 – Contingencies On October 17, 2016 the Company was served with a notice that Pulse Health LLC (“Pulse”) filed a lawsuit against the Company on September 30, 2016 in United States Federal District Court, District of Oregon, alleging a breach of contract under the settlement agreement entered into by the Company and Pulse on April 8, 2011 which settled all claims and disputes between the Company and Pulse arising from a previously executed Technology Development Agreement entered into by the Company and Pulse and damages resulting from said alleged breach. Additionally, Pulse alleges false advertising and unlawful trade practices in connection with the Company’s sales activities related to the Company’s OxiChek™ products. The Company filed a series of motions with the Court seeking (1) to dismiss the Pulse complaint for lack of jurisdiction or, in the alternative, transfer the matter to the District Court for the District of New Jersey, Camden Vicinage and (2) to dismiss the unfair competition claims for failure to state a claim on which relief could be granted. Oral arguments on these motions were heard by the Court on March 10, 2017. The Court decided by order dated April 14, 2017 in favor of the Company and has dismissed with prejudice the claims brought by Pulse for unfair competition (both federal and state counts). The court decided against the Company in its motions for transfer of venue and for lack of jurisdiction. As such, the case shall proceed in the District Court of Oregon. Pulse subsequently filed an Amended Complaint, in which Pulse seeks not less than $500,000 in damages and, among other items, an injunction prohibiting the Company from manufacture, use and sale of the OxiChek product. The Company answered the Amended Complaint on May 11, 2017. Discovery concluded on January 22, 2018. The Company filed a Motion for Summary Judgment on January 24, 2018. On June 21, 2018, the Court ruled in favor of the Company on some issues and determined that other issues warranted a trial. Trial has been set for November 13, 2018 in Portland, Oregon. On or about June 15, 2018, certain parties brought certain class action lawsuits against the Company. Faulkner v. Akers Biosciences, Inc., No. 2:18-cv-10521 (D.N.J.) On June 13, 2018, Plaintiff Tim Faulkner filed a class action complaint alleging securities violations against Akers Biosciences, Inc. (“Akers”), John J. Gormally, and Gary M. Rauch (“Individual Defendants”) (together with Akers, “Defendants”) on behalf of all persons and entities who purchased publicly traded Akers securities from May 15, 2017 through June 5, 2018. The complaint alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 against all Defendants, and violations of Section 20(a) of the Exchange Act against the Individual Defendants. In particular, the complaint alleges that Defendants made false and/or misleading statements and/or failed to disclose in its first, second, and third quarter 2017 10-Qs and its 2017 10-K that: (1) Akers was improperly recognizing revenue for the fiscal year ended December 31, 2017; and, (2) Akers had downplayed weaknesses in its internal controls over financial reporting and failed to disclose the true extent of those weaknesses. On July 10, 2018, Plaintiff and Defendants entered into a stipulation that Defendants are not required to respond to the complaint until the court appoints a lead plaintiff and lead counsel for the class, and then after the lead plaintiff chooses whether to file an amended complaint or whether to designate the complaint as the operative complaint. Gleason v. Akers Biosciences, Inc., No. 2:18-cv-10805 (D.N.J.) On June 20, 2018, Plaintiff David Gleason filed a class action complaint alleging securities violations against Akers Biosciences, Inc. (“Akers”), John J. Gormally, and Gary M. Rauch (“Individual Defendants”) (together with Akers, “Defendants”) on behalf of all persons and entities who purchased publicly traded Akers securities from May 15, 2017 through June 5, 2018. The complaint alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 against all Defendants, and violations of Section 20(a) of the Exchange Act against the Individual Defendants. In particular, the complaint alleges that Defendants made false and/or misleading statements and/or failed to disclose in its first, second, and third quarter 2017 10-Qs and its 2017 10-K that: (1) Akers was improperly recognizing revenue for the fiscal year ended December 31, 2017; and, (2) Akers had downplayed weaknesses in its internal controls over financial reporting and failed to disclose the true extent of those weaknesses. No Defendant has been served yet, and no response is due at this time. Other class action lawsuits have been threatened against the Company and may be filed shortly. Ultimately, there will be one class action complaint upon the appointment of a lead plaintiff and lead Counsel. The Company maintains D&O liability insurance coverage, insuring both the Company and the Directors and Officers for covered defense and indemnification, and has noticed these matters thereunder. Additionally, a former executive has threatened to sue the Company, Board members, and executives under CEPA over the termination of his employment. That statute prohibits any retaliatory action against an employee who discloses, or threatens to disclose to a supervisor or to a public entity any activity, policy or practice of the employer that is a violation of a law, or a rule or regulation. Remedies may include a counter claim for back pay, reinstatement, compensatory and punitive damages and attorneys’ fees if appropriate. The Company will vigorously defend any litigation brought by this former executive. The Company intends to establish a rigorous defense of all claims. The Company is unable to assess the potential outcome, so no accrual for losses was made as of March 31, 2018. All legal fees were expensed as and when incurred. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 18 – Segment Information The Company is organized and operates as one operating segment. In accordance with FASB ASC 280 “Segment Reporting”, the Chief Operating Officer is the chief operating decision-maker who reviews operating results to make decisions on allocation of resources and assessment of performance for the entire company. The total revenue by different product lines was as follows: Three months ended March 31, Product Line 2018 2017 MicroParticle Catalyzed Biosensor (“MPC”) $ 18,950 $ 85,659 Particle ImmunoFiltration Assay (“PIFA”) 259,983 560,921 Rapid Enzymatic Assay ("REA") 9,900 - Other 13,642 20,670 Product Revenue Total $ 302,475 $ 667,250 License Fees - - Total Revenue $ 302,475 $ 667,250 The total revenue by geographic area determined based on the location of the customers was as follows: Three months ended March 31, Geographic Region 2018 2017 United States $ 294,733 $ 617,691 People's Republic of China - 21,030 Rest of World 7,742 28,529 Total Revenue $ 302,475 $ 667,250 The Company had long-lived assets totaling $74,339 and $59,830 located in the People’s Republic of China and $1,272,816 and $1,305,950 located in the United States as of March 31, 2018 and December 31, 2017, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 - Subsequent Events During the period April 1, 2018 through July 6, 2018, the Company received $1,437,875 from the exercise of 7,668,667 warrants. See also Note 3. |
Basis of Presentation and Sig26
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The Condensed 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). Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of and for the years ended December 31, 2017 and 2016 included in the Company’s 2017 Form 10-K/A, Amendment No. 1, as filed on July 13, 2018. In the opinion of the management, these condensed consolidated financial statements include all adjustments, consisting of only normal recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2018 and its results of operations and cash flows for the three months ended March 31, 2018 and 2017. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2018. 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. |
Use of Estimates and Judgments | (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. 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 revenue recognition, allowances for doubtful accounts, inventory write-downs, impairment of intangible assets and valuation of share based payments. |
Functional and Presentation Currency | (c) Functional and Presentation Currency These condensed 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 Condensed Consolidated Statement of Operations and Comprehensive Loss. |
Comprehensive Income (Loss) | (d) Comprehensive Income (Loss) 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. |
Cash and Cash Equivalents | (e) 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 Condensed Consolidated Balance Sheet. |
Fair Value of Financial Instruments | (f) 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 fair value of marketable securities is described in Note 4. |
Fair Value Measurement - Marketable Securities | (g) 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 | (h) 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. Credit terms longer than these may be extended after considering the credit worthiness of the customers and the business requirements. 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 March 31, 2018 and December 31, 2017, allowances for doubtful accounts for trade receivables were $596,196. Bad debt expenses for trade receivables were $- and $42,361 for the three months ended March 31, 2018 and 2017. As of March 31, 2018 and December 31, 2017, the aging of trade receivables was as follows: March 31, December 31, Aging Period 2018 % 2017 % (restated) Current $ 237,066 24 % $ 1,181,335 76 % 01-30 Days 4,657 0 % 79,535 5 % 31-60 Days 1,428 0 % 20,154 1 % 61-90 Days 117 0 % 25,100 2 % >90 Days 769,826 76 % 254,743 16 % Subtotal $ 1,013,094 $ 1,560,867 Bad Debts Allowance (596,196 ) (596,196 ) Total $ 416,898 $ 964,671 The aging above represents the number of days that the account receivable balance exceeds the credit terms. Included in the current category is accounts receivable of $- and $470,000 as of March 31, 2018 and December 31, 2017 with payment terms extended to 180 days. |
Concentration of Credit Risk | (i) 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 $631,099 and $426,927 with Fulton Bank of New Jersey, $12,578 and $7,915 with Bank of America, NA and $3,590 with PayPal as of March 31, 2018 and December 31, 2017. No losses have been incurred in these accounts. Three customers accounted for 76% of trade receivables as of March 31, 2018. To limit such risks, the Company performs ongoing credit evaluations of its customers’ financial condition. |
Inventories | (j) Inventories Inventories are measured at the lower of cost or net realizable value. 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 overhead based on normal operating capacity. |
Property, Plant and Equipment | (k) 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 Condensed 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 5-12 Furniture and fixtures 5-10 Computer equipment & software 3-5 Leasehold Improvements Shorter of the remaining lease or estimated useful life Depreciation methods, useful lives and residual values are reviewed at each reporting date. |
Intangible Assets | (l) 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. As of March 31, 2018, the Company has ten patents from the United States Patent Office in effect (9,383,368; 7,896,167; 8,097,171; 8,003,061; 8,425,859; 8,871,521; 8,808,639; 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), European Union Patents 1793906, 2684025, 002216895-0001; 002216895-0002 and 002216895-0003), in Hong Kong (HK11004006) and in Japan (1,515,170; 4,885,134; 4,931,821 5,775,790, and 6023096). 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 12-17 Customer lists 5 |
Recoverability of Long Lived Assets | (m) 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. |
Investments | (n) Investments In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation. |
Revenue Recognition | (o) 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. The accrual for estimated sales returns was $- as of March 31, 2018 and December 31, 2017. In cases where the right of return is granted and the Company does not have historical experience to reasonably estimate the sales returns, the revenue is recognized when the return privilege has substantially expired. The Company implemented a standard dealer cost model during the year ended December 31, 2016 which includes a provision for rebates to the distributors under limited circumstances. The Company established an accrual of $57,725 and $126,471 as of March 31, 2018 and December 31, 2017. Accounts receivable will be reduced when the rebates are applied by the customer. The Company recognized $37,544 and $102,824 during the three months ended March 31, 2018 and 2017 for rebates, which is included as a reduction of product revenue in the Condensed Consolidated Statement of Operations and Comprehensive Loss. 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 | (p) 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 | (q) Shipping and Handling Fees and Costs The Company charges actual shipping plus a handling fee to customers, which amounted to $13,641 and $18,420 for the three months ended March 31, 2018 and 2017. These fees are classified as part of product revenue in the Condensed 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 $26,944 and $16,177 for the three months ended March 31, 2018 and 2017. |
Research and Development Costs | (r) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed when incurred. |
Stock-based Payments | (s) 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. The Company estimates the fair value of stock-based awards to non-employees 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. At the end of each financial reporting period, prior to vesting or prior to completion of services, the fair value of equity based payments will be re-measured and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurement until the equity based payments are fully vested or the service is completed. |
Basic and Diluted Earnings Per Share of Common Stock | (t) 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 | (u) Recently Adopted Accounting Pronouncements As of March 31, 2018 and for the three months 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 | (v) Recently Issued Accounting Pronouncements Not Yet Adopted As the Company is an emerging growth company, it has elected to adopt recently issued standards based on effective dates applicable to nonpublic entities. All effective dates as mentioned in the following paragraphs refer to that applicable to nonpublic entities. In May 2014 and April 2016, the FASB issued ASU No. 2014-09 and ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14 which deferred the effective date of Update 2014-09 to annual reporting periods beginning after December 15, 2018 and interim reporting periods within annual reporting periods beginning after December 15, 2019. Early application is permitted as of annual reporting periods beginning after December 15, 2016 including interim reporting periods within that reporting period. The Company is currently evaluating the effect of the amendments but it does not anticipate a material impact of its financial statements. The Company expects to use the modified retrospective adoption method and will adopt this Update as of January 1, 2019. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation |
Basis of Presentation and Sig27
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Trade Receivables | As of March 31, 2018 and December 31, 2017, the aging of trade receivables was as follows: March 31, December 31, Aging Period 2018 % 2017 % (restated) Current $ 237,066 24 % $ 1,181,335 76 % 01-30 Days 4,657 0 % 79,535 5 % 31-60 Days 1,428 0 % 20,154 1 % 61-90 Days 117 0 % 25,100 2 % >90 Days 769,826 76 % 254,743 16 % Subtotal $ 1,013,094 $ 1,560,867 Bad Debts Allowance (596,196 ) (596,196 ) Total $ 416,898 $ 964,671 |
Schedule of Estimated Useful Life of Property Plant and Equipment | The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Plant and equipment 5-12 Furniture and fixtures 5-10 Computer equipment & software 3-5 Leasehold Improvements Shorter of the remaining lease or estimated useful life |
Schedule of Estimated Useful Lives for Current and Comparative Period | The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Patents and trademarks 12-17 Customer lists 5 |
Fair Value Measurement - Mark28
Fair Value Measurement - Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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. As of March 31, 2018 Accrued Unrealized Unrealized Fair Cost Income Gains Losses Value Level 2: Money market funds $ 26 $ 5 $ - $ - $ 31 Municipal securities 8,680,430 15,392 - (16,843 ) 8,678,979 Total Level 2: 8,680,456 15,397 - (16,843 ) 8,679,010 Total: $ 8,680,456 $ 15,397 $ - $ (16,843 ) $ 8,679,010 As of December 31, 2017 Accrued Unrealized Unrealized Fair Cost Income Gains Losses Value Level 2: Money market funds $ 5,165 $ 161 $ - $ - $ 5,326 Municipal securities 5,005,000 1,281 - - 5,006,281 Total Level 2: 5,010,165 1,442 - - 5,011,607 Total: $ 5,010,165 $ 1,442 $ - $ - $ 5,011,607 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consists of the following categories: March 31, 2018 December 31, 2017 (restated) Raw Materials $ 513,052 $ 458,441 Sub-Assemblies 898,778 886,274 Finished Goods 774,725 815,505 Reserve for Obsolescence (1,212,608 ) (1,212,608 ) $ 973,947 $ 947,612 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consists of the following: March 31, 2018 December 31, 2017 Computer Equipment $ 114,771 $ 114,771 Computer Software 40,681 40,681 Office Equipment 39,959 39,959 Furniture & Fixtures 38,356 38,356 Machinery & Equipment 1,153,960 1,138,134 Molds & Dies 890,571 868,570 Leasehold Improvements 222,593 222,593 2,500,891 2,463,064 Less Accumulated Depreciation 2,241,626 2,227,951 $ 259,265 $ 235,113 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets as of March 31, 2018 and December 31, 2017 and the movements for the periods then ended are as follows: Distributor & Patents & Customer Trademarks Relationships Totals Cost or Deemed Cost At December 31, 2017 $ 2,626,996 $ 1,270,639 $ 3,897,635 Additions - - - Disposals - - - At March 31, 2018 $ 2,626,996 $ 1,270,639 $ 3,897,635 Accumulated Amortization At December 31, 2017 $ 1,496,329 $ 1,270,639 $ 2,766,968 Amortization Charge 42,777 - 42,777 Disposals - - - At March 31, 2018 $ 1,539,106 $ 1,270,639 $ 2,809,745 Net Book Value At December 31, 2017 $ 1,130,667 $ - $ 1,130,667 At March 31, 2018 $ 1,087,890 $ - $ 1,087,890 |
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 2019 $ 171,108 2020 149,298 2021 147,315 2022 147,315 2023 147,315 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payable | Trade and other payables consists of the following: March 31, 2018 December 31, 2017 (restated) Trade Payables $ 598,359 $ 948,951 Accrued Expenses 702,424 736,515 Deferred Compensation 59,750 59,750 $ 1,360,533 $ 1,745,216 |
Schedule of Trade and Other Payables - Related Party | Trade and other payables – related party are as follows: March 31, 2018 December 31, 2017 Trade Payables $ 19,005 $ 39,821 $ 19,005 $ 39,821 |
Share-based Payments (Tables)
Share-based Payments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Options Activity | The following table summarizes the option activities for the three months ended March 31, 2018: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term (years) Value Balance at December 31, 2017 255,000 $ 4.25 2.02 $ - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2018 255,000 $ 4.25 1.78 $ - Exercisable as of March 31, 2018 250,334 $ 4.27 1.75 $ - |
Schedule of Non Vested Share Activity | A summary of the Company’s non-vested shares as of March 31, 2018 and the changes during the three months then ended are as follows: Weighted Average Grant Non-Vested Shares Shares Date Fair Value Non-vested at December 31, 2017 4,666 $ 2.36 Granted - - Vested - - Forfeited - - Non-vested at March 31, 2018 4,666 $ 2.36 |
Summary of Warrant Activity | The table below summarizes the warrant activity for the three months ended March 31, 2018: Weighted Average Average Remaining Number of Exercise Contractual Warrants Price Term (years) Balance at December 31, 2017 49,490,571 $ 0.22 4.95 Granted - - - Exercised (30,492,070 ) 0.19 - Forfeited - - - Canceled/Expired - - - Balance at March 31, 2018 18,998,501 $ 0.28 4.68 Exercisable as of March 31, 2018 18,998,501 $ 0.28 4.68 |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Commitments | The schedule of lease commitments is as follows: Thorofare Ramsey Pitman Equipment Lease Lease Lease Lease Total Next 12 Months $ 132,000 $ 25,980 $ 39,650 $ 6,156 $ 203,786 Next 13-24 Months 99,000 4,330 29,736 3,591 136,657 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Different Product Lines | The total revenue by different product lines was as follows: Three months ended March 31, Product Line 2018 2017 MicroParticle Catalyzed Biosensor (“MPC”) $ 18,950 $ 85,659 Particle ImmunoFiltration Assay (“PIFA”) 259,983 560,921 Rapid Enzymatic Assay ("REA") 9,900 - Other 13,642 20,670 Product Revenue Total $ 302,475 $ 667,250 License Fees - - Total Revenue $ 302,475 $ 667,250 |
Schedule of Revenue by Geographic Area Determined Based on Location of Customers | The total revenue by geographic area determined based on the location of the customers was as follows: Three months ended March 31, Geographic Region 2018 2017 United States $ 294,733 $ 617,691 People's Republic of China - 21,030 Rest of World 7,742 28,529 Total Revenue $ 302,475 $ 667,250 |
Basis of Presentation and Sig36
Basis of Presentation and Significant Accounting Policies (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)Breathalyzers | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Allowances for doubtful accounts for trade receivables | $ 596,196 | $ 596,196 | |
Bad debt expenses | $ 40,859 | ||
Accounts receivable, related parties | 470,000 | ||
Accrual for estimated sales return | |||
Deferred revenue | 57,725 | 126,471 | |
Revenue recognition rebates expense | 37,544 | 102,824 | |
Shipping and handling fee | 13,641 | 18,420 | |
Cost of net revenue | $ 26,944 | $ 16,177 | |
Patents [Member] | |||
Number of patents | Breathalyzers | 10 | ||
Trade Receivable [Member] | Three Customers [Member] | |||
Concentration risk percentage | 76.00% | ||
Concentration risk, number of customer | Breathalyzers | 3 | ||
Fulton Bank of New Jersey [Member] | |||
Cash | $ 631,099 | 426,927 | |
Bank of America [Member] | |||
Cash | 12,578 | 7,915 | |
PayPal [Member] | |||
Cash | $ 3,590 | ||
Minimum [Member] | |||
Normal credit terms extended to customers | 30 days | ||
Maximum [Member] | |||
Normal credit terms extended to customers | 90 days | ||
Cash, FDIC insured amount | $ 250,000 | ||
Maximum [Member] | Patents [Member] | |||
Finite-lived intangible asset, useful life | 17 years |
Basis of Presentation and Sig37
Basis of Presentation and Significant Accounting Policies - Schedule of Trade Receivables and Trade Receivables - Related Parties (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Trade Receivables | $ 416,898 | $ 964,671 |
Bad Debts Allowance | (596,196) | (596,196) |
Trade Receivable [Member] | ||
Trade Receivables | 1,013,094 | 1,560,867 |
Subtotal | 1,013,094 | 1,560,867 |
Bad Debts Allowance | (596,196) | (596,196) |
Total | 416,898 | 964,671 |
Current [Member] | ||
Trade Receivables | $ 237,066 | $ 1,181,335 |
Percentage of Trade Receivables | 24.00% | 76.00% |
01-30 Days [Member] | ||
Trade Receivables | $ 4,657 | $ 79,535 |
Percentage of Trade Receivables | 0.00% | 5.00% |
31-60 Days [Member] | ||
Trade Receivables | $ 1,428 | $ 20,154 |
Percentage of Trade Receivables | 0.00% | 1.00% |
61-90 Days [Member] | ||
Trade Receivables | $ 117 | $ 25,100 |
Percentage of Trade Receivables | 0.00% | 2.00% |
Greater Than 90 [Member] | ||
Trade Receivables | $ 769,826 | $ 254,743 |
Percentage of Trade Receivables | 76.00% | 16.00% |
Basis of Presentation and Sig38
Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Life of Property Plant and Equipment (Details) | 3 Months Ended |
Mar. 31, 2018 | |
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 & Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture & Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Computer Equipment & Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment & Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life Description | Shorter of the remaining lease or estimated useful life |
Basis of Presentation and Sig39
Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Lives for Current and Comparative Period (Details) | 3 Months Ended |
Mar. 31, 2018 | |
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 |
Key Recent Events and Managem40
Key Recent Events and Management Plans (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Oct. 05, 2016 | Jan. 09, 2015 | |
Number of shares granted | ||||
Proceeds from public offering | $ 9,478,897 | |||
Additional expenses from exercise of warrants | $ 5,717,325 | $ 981,948 | ||
July 6, 2018 [Member] | ||||
Cash and marketable securities | 8,100,000 | |||
Working capital | $ 8,800,000 | |||
2013 Plan [Member] | ||||
Number of shares granted | 400,000 | |||
2013 Plan [Member] | Minimum [Member] | ||||
Number of shares available under stock plan | 800,000 | 400,000 | ||
2013 Plan [Member] | Maximum [Member] | ||||
Number of shares available under stock plan | 830,000 | 800,000 |
Fair Value Measurement - Mark41
Fair Value Measurement - Marketable Securities (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | ||
Maturities of securities | 1 year | |
Net unrealized gain on marketable securities | $ 16,843 | $ 156 |
Income tax expense | ||
Proceeds from the sale of marketable securities | 302,095 | 1,095,218 |
Net gain on securities | $ 1,051 |
Fair Value Measurement - Mark42
Fair Value Measurement - Marketable Securities - Schedule of Marketable Securities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 8,680,456 | $ 5,010,165 |
Accrued Income | 15,397 | 1,442 |
Unrealized Gains | ||
Unrealized Losses | (16,843) | |
Fair Value | 8,679,010 | 5,011,607 |
Fair Value, Inputs, Level 2 [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 8,680,456 | 5,010,165 |
Accrued Income | 15,397 | 1,442 |
Unrealized Gains | ||
Unrealized Losses | (16,843) | |
Fair Value | 8,679,010 | 5,011,607 |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 26 | 5,165 |
Accrued Income | 5 | 161 |
Unrealized Gains | ||
Unrealized Losses | ||
Fair Value | 31 | 5,326 |
Fair Value, Inputs, Level 2 [Member] | Municipal Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 8,680,430 | 5,005,000 |
Accrued Income | 15,392 | 1,281 |
Unrealized Gains | ||
Unrealized Losses | (16,843) | |
Fair Value | $ 8,678,979 | $ 5,006,281 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | ||
Cost of goods sold for obsolete inventory | $ 24,460 | $ 32,333 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 513,052 | $ 458,441 |
Sub-Assemblies | 898,778 | 886,274 |
Finished Goods | 774,725 | 815,505 |
Reserve for Obsolescence | (1,212,608) | (1,212,608) |
Total Inventory, Net | $ 973,947 | $ 947,612 |
Property, Plant and Equipment45
Property, Plant and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 13,675 | $ 17,941 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 2,500,891 | $ 2,463,064 |
Accumulated Depreciation | 2,241,626 | 2,227,951 |
Property, Plant and Equipment, Net | 259,265 | 235,113 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 114,771 | 114,771 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 40,681 | 40,681 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 39,959 | 39,959 |
Furniture & Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 38,356 | 38,356 |
Machinery & Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 1,153,960 | 1,138,134 |
Molds & Dies [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 890,571 | 868,570 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 222,593 | $ 222,593 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 42,777 | $ 42,777 |
Intangible Assets - Schedule o
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost or Deemed Cost, Beginning Balance | $ 3,897,635 | |
Cost or Deemed Cost, Additions | ||
Cost or Deemed Cost, Disposals | ||
Cost or Deemed Cost, Ending Balance | 3,897,635 | |
Accumulated Amortization, Beginning Balance | 2,766,968 | |
Accumulated Amortization, Amortization Charge | 42,777 | $ 42,777 |
Accumulated Amortization, Disposals | ||
Accumulated Amortization, Ending Balance | 2,809,745 | |
Net Book Value, Beginning Balance | 1,130,667 | |
Net Book Value, Ending Balance | 1,087,890 | |
Patents & Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost or Deemed Cost, Beginning Balance | 2,626,996 | |
Cost or Deemed Cost, Additions | ||
Cost or Deemed Cost, Disposals | ||
Cost or Deemed Cost, Ending Balance | 2,626,996 | |
Accumulated Amortization, Beginning Balance | 1,496,329 | |
Accumulated Amortization, Amortization Charge | 42,777 | |
Accumulated Amortization, Disposals | ||
Accumulated Amortization, Ending Balance | 1,539,106 | |
Net Book Value, Beginning Balance | 1,130,667 | |
Net Book Value, Ending Balance | 1,087,890 | |
Distributor & Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost or Deemed Cost, Beginning Balance | 1,270,639 | |
Cost or Deemed Cost, Additions | ||
Cost or Deemed Cost, Disposals | ||
Cost or Deemed Cost, Ending Balance | 1,270,639 | |
Accumulated Amortization, Beginning Balance | 1,270,639 | |
Accumulated Amortization, Amortization Charge | ||
Accumulated Amortization, Disposals | ||
Accumulated Amortization, Ending Balance | 1,270,639 | |
Net Book Value, Beginning Balance | ||
Net Book Value, Ending Balance |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Estimated Aggregate Amortization Expense of Fiscal Years (Details) | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,019 | $ 171,108 |
2,020 | 149,298 |
2,021 | 147,315 |
2,022 | 147,315 |
2,022 | $ 147,315 |
Trade and Other Payables (Detai
Trade and Other Payables (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Royalty expenses | $ 31,689 | $ 32,279 |
Due to related parties owned | $ 3,160 | |
Minimum [Member] | ||
Trade and other payables are non-interest bearing, term | 30 days | |
Maximum [Member] | ||
Trade and other payables are non-interest bearing, term | 60 days | |
ChubeWorkx [Member] | April 23, 2018 [Member] | ||
Royalty expenses | $ 15,845 | |
Hainan [Member] | ||
Due to related parties owned | 670 | |
Shenzhen Savy-Akers Biosciences [Member] | ||
Due to related parties owned | $ 2,490 |
Trade and Other Payables - Sche
Trade and Other Payables - Schedule of Trade and Other Payable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Trade Payables | $ 598,359 | $ 948,951 |
Accrued Expenses | 702,424 | 736,515 |
Deferred Compensation | 59,750 | 59,750 |
Trade and Other Payables, Total | $ 1,360,533 | $ 1,745,216 |
Trade and Other Payables - Sc52
Trade and Other Payables - Schedule of Trade and Other Payables - Related Party (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Trade Payables | $ 19,005 | $ 39,821 |
Trade and Other Payables - Related Party | $ 19,005 | $ 39,821 |
Share-based Payments (Details N
Share-based Payments (Details Narrative) - USD ($) | Aug. 07, 2017 | Jan. 23, 2014 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2016 | Jan. 09, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted | ||||||
Closing stock price per share | $ 0.83 | |||||
Unrecognized compensation cost | $ 4,219 | |||||
Unrecognized compensation weighted average period | 4 months 17 days | |||||
Stock options expenses | $ 2,712 | $ 5,036 | ||||
Board of Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized during period | 830,000 | |||||
Amended and Restated 2013 Incentive Stock And Award Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized during period | 800,000 | |||||
Amended Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of available for grants | 7,292 | |||||
Amended Plan [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock option to purchase shares of common stock | 255,000 | |||||
2017 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of available for grants | 1,029,893 | |||||
Number of grants totaling shares of restricted common stock | 320,107 | |||||
Maximum [Member] | 2013 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted | 400,000 | |||||
Maximum [Member] | 2017 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted | 1,350,000 |
Share-based Payments - Summary
Share-based Payments - Summary of Stock Options Activity (Details) | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Shares, Beginning Balance | shares | 255,000 |
Number of Shares, Granted | shares | |
Number of Shares, Exercised | shares | |
Number of Shares, Forfeited | shares | |
Number of Shares, Cancelled/Expired | shares | |
Number of Shares, Ending Balance | shares | 255,000 |
Number of Shares, Exercisable | shares | 250,334 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.25 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | 4.25 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 4.27 |
Weighted Average Remaining Contractual Term (Years), Beginning | 2 years 7 days |
Weighted Average Remaining Contractual Term (Years), Granted | 0 years |
Weighted Average Remaining Contractual Term (Years), Exercised | 0 years |
Weighted Average Remaining Contractual Term (Years), Forfeited | 0 years |
Weighted Average Remaining Contractual Term (Years), Cancelled/Expired | 0 years |
Weighted Average Remaining Contractual Term (Years), Ending | 1 year 9 months 11 days |
Weighted Average Remaining Contractual Term (Years), Exercisable | 1 year 9 months |
Aggregate Intrinsic Value, Beginning Balance | $ | |
Aggregate Intrinsic Value, Ending Balance | $ | |
Aggregate Intrinsic Value, Exercisable | $ |
Share-based Payments - Schedule
Share-based Payments - Schedule of Non Vested Share Activity (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Shares Non-vested, Beginning | shares | 4,666 |
Number of Shares, Granted | shares | |
Number of Shares, Vested | shares | |
Number of Shares, Forfeited | shares | |
Number of Shares, Non-vested, Ending | shares | 4,666 |
Weighted Average Grant Date Fair Value, Beginning | $ / shares | $ 2.36 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Weighted Average Grant Date Fair Value, Ending | $ / shares | $ 2.36 |
Share-based Payments - Summar56
Share-based Payments - Summary of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Warrants, Granted | shares | |
Number of Warrants, Exercised | shares | |
Number of Warrants, Forfeited | shares | |
Number of Warrants, Cancelled/Expired | shares | |
Weighted Average Exercise Price, Beginning Balance | $ 4.25 |
Weighted Average Exercise Price, Granted | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Forfeited | |
Weighted Average Exercise Price, Cancelled/Expired | |
Weighted Average Exercise Price, Ending Balance | 4.25 |
Weighted Average Exercise Price, Exercisable | $ 4.27 |
Weighted Average Remaining Contractual Term (years), Beginning | 2 years 7 days |
Weighted Average Remaining Contractual Term (years), Ending | 1 year 9 months 11 days |
Weighted Average Remaining Contractual Term (years), Exercisable | 1 year 9 months |
Warrants [Member] | |
Number of Warrants, Beginning Balance | shares | 49,490,571 |
Number of Warrants, Granted | shares | |
Number of Warrants, Exercised | shares | (30,492,070) |
Number of Warrants, Forfeited | shares | |
Number of Warrants, Cancelled/Expired | shares | |
Number of Warrants, Ending Balance | shares | 18,998,501 |
Number of Warrants, Exercisable | shares | 18,998,501 |
Weighted Average Exercise Price, Beginning Balance | $ 0.22 |
Weighted Average Exercise Price, Granted | |
Weighted Average Exercise Price, Exercised | 0.19 |
Weighted Average Exercise Price, Forfeited | |
Weighted Average Exercise Price, Cancelled/Expired | |
Weighted Average Exercise Price, Ending Balance | 0.28 |
Weighted Average Exercise Price, Exercisable | $ 0.28 |
Weighted Average Remaining Contractual Term (years), Beginning | 4 years 11 months 12 days |
Weighted Average Remaining Contractual Term (years), Ending | 4 years 8 months 5 days |
Weighted Average Remaining Contractual Term (years), Exercisable | 4 years 8 months 5 days |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Jan. 16, 2018 | Apr. 11, 2017 | Jun. 08, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Administrative expense | $ 915,533 | $ 790,529 | ||||
Recognized stock based compensation expense | $ 5,455 | |||||
Sales and marketing expense | $ 468,463 | 556,655 | ||||
Preferred stock, par value | ||||||
December 21, 2017 [Member] | Public Offering [Member] | ||||||
Number of warrant issued during period | 30,492,070 | |||||
Warrant exercise price | $ 0.1875 | |||||
Proceeds from issuance of warrants | $ 5,717,325 | |||||
Series B Preferred Stock [Member] | ||||||
Preferred stock, par value | ||||||
Common Stock [Member] | ||||||
Number of shares issued for services | ||||||
Conversion of stock | 1,755 | |||||
Converison of stock, shares issued | 11,700,002 | |||||
Restricted Stock [Member] | ||||||
Fair value of shares based on share price on date of grant | $ 18,000 | |||||
Number of shares issued for services | 10,000 | |||||
Sales and marketing expense | $ 12,545 | |||||
Restricted Stock [Member] | Key Employees and Officers [Member] | ||||||
Number of common shares | 25,000 | |||||
Issuance of common stock | $ 5,175 | |||||
Shares issued, price per share | $ 0.2070 | |||||
Administrative Expenses [Member] | ||||||
Administrative expense | $ 3,469 | $ 5,203 | ||||
Officer [Member] | ||||||
Number of restricted common stock shares issued during the period | 27,500 | |||||
Stock options vested rights description | These shares vest 1/3 immediately on the date of the grant and the remaining 2/3 vests equally on March 1, 2017 and March 1, 2018. | |||||
Fair value of shares based on share price on date of grant | $ 54,725 |
Loss Per Share (Details Narrati
Loss Per Share (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net loss attributable to common stockholders | $ 1,859,991 | $ 1,349,270 |
Basic and diluted weighted average number of common shares outstanding | 71,315,461 | 6,993,574 |
Stock Option [Member] | ||
Anti-dilutive securities excluded from earning per share | 255,000 | 259,000 |
Restricted Stock [Member] | ||
Anti-dilutive securities excluded from earning per share | 9,166 | |
Warrants [Member] | ||
Anti-dilutive securities excluded from earning per share | 18,998,501 | 1,455,650 |
Income Tax Expense (Details Nar
Income Tax Expense (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit expense | ||
Unrecognized tax benefits |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 19, 2012 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||||
Exclusive license and supply agreement term | 3 years | |||
License fees paid | $ 1,000,000 | |||
Royalty revenue | $ 302,475 | $ 643,187 | ||
Due to related parties owned | 3,160 | |||
Royalty expenses | 31,689 | 32,279 | ||
Payments to acquire plastic and electronic components | 23,805 | 16,744 | ||
Research and development expenses - related party | 48,589 | |||
Product revenue from related party | 24,063 | |||
Settlement Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Recover full outstanding principal amount | $ 750,000 | |||
Proceeds from notes payable | 549,609 | |||
Allowance for doubtful note | $ 1,299,609 | |||
Settlement Agreement [Member] | ChubeWorkx [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of royalty received | 5.00% | |||
Royalty revenue | $ 5,000,000 | |||
Percentage of royalty retain | 50.00% | |||
Due to related parties owned | $ 549,609 | |||
Settlement Agreement [Member] | BreathScan Breath Alcohol [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from productive assets |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Aug. 02, 2017 | Jun. 02, 2017 | Sep. 29, 2014 | Jan. 07, 2013 | Jan. 01, 2008 | Mar. 31, 2018 | Mar. 31, 2017 |
Operating leases rent expense, net | $ 39,650 | $ 25,980 | $ 6,156 | $ 132,000 | |||
Lease agreement term | 29 months | 24 months | 60 months | 7 years | |||
Lease expiration date | Dec. 31, 2019 | May 31, 2019 | Dec. 31, 2019 | ||||
Thorofare Lease [Member] | |||||||
Rent expense, including related CAM charges | $ 42,218 | $ 40,487 | |||||
Ramsey Lease [Member] | |||||||
Rent expense, including related CAM charges | 6,495 | ||||||
Security deposit | 4,330 | ||||||
Pitman Lease [Member] | |||||||
Rent expense, including related CAM charges | 9,913 | ||||||
Security deposit | $ 4,950 |
Commitments - Schedule of Lease
Commitments - Schedule of Lease Commitments (Details) | Mar. 31, 2018USD ($) |
Next 12 Months | $ 203,786 |
Next 13-24 Months | 136,657 |
Thorofare Lease [Member] | |
Next 12 Months | 132,000 |
Next 13-24 Months | 99,000 |
Ramsey Lease [Member] | |
Next 12 Months | 25,980 |
Next 13-24 Months | 4,330 |
Pitman Lease [Member] | |
Next 12 Months | 39,650 |
Next 13-24 Months | 29,736 |
Equipment Lease [Member] | |
Next 12 Months | 6,156 |
Next 13-24 Months | $ 3,591 |
Major Customers (Details Narrat
Major Customers (Details Narrative) | 3 Months Ended | |
Mar. 31, 2018USD ($)Breathalyzers | Mar. 31, 2017Breathalyzers | |
One Customer [Member] | ||
Concentration risk, percentage | 10.00% | |
Concentration risk, number of customer | 1 | |
Due from customers | $ | $ 175,881 | |
One Customer [Member] | Sales Revenue, Net [Member] | ||
Concentration risk, percentage | 79.00% | |
Two Customers [Member] | ||
Concentration risk, percentage | 10.00% | |
Concentration risk, number of customer | 2 | |
Two Customers [Member] | Sales Revenue, Net [Member] | ||
Concentration risk, percentage | 67.00% |
Major Suppliers (Details Narrat
Major Suppliers (Details Narrative) | 3 Months Ended | |
Mar. 31, 2018USD ($)Breathalyzers | Mar. 31, 2017Breathalyzers | |
One Supplier [Member] | ||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Concentration risk, number of suppliers | 1 | |
Due to suppliers | $ | $ 9,302 | |
Supplier One [Member] | Minimum [Member] | ||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Supplier Two [Member] | Minimum [Member] | ||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Two Suppliers [Member] | ||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||
Concentration risk, percentage | 23.00% | |
Concentration risk, number of suppliers | 2 |
Contingencies (Details Narrativ
Contingencies (Details Narrative) | Oct. 17, 2016USD ($) |
Pulse Health LLC [Member] | Maximum [Member] | |
Contingency damages seeking amount | $ 500,000 |
Segment Information (Details Na
Segment Information (Details Narrative) | 3 Months Ended | |
Mar. 31, 2018USD ($)Breathalyzers | Dec. 31, 2017USD ($) | |
Number of operating segments | Breathalyzers | 1 | |
People's Republic of China [Member] | ||
Long-lived assets | $ 74,339 | $ 59,830 |
United States [Member] | ||
Long-lived assets | $ 1,272,816 | $ 1,305,950 |
Segment Information - Schedule
Segment Information - Schedule of Revenue by Different Product Lines (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Product Revenue Total | $ 302,475 | $ 667,250 |
License Fees | ||
Total Revenue | 302,475 | 667,250 |
MicroParticle Catalyzed Biosensor ("MPC") [Member] | ||
Product Revenue Total | 18,950 | 85,659 |
Particle ImmunoFiltration Assay ("PIFA") [Member] | ||
Product Revenue Total | 259,983 | 560,921 |
Rapid Enzymatic Assay ("REA") [Member] | ||
Product Revenue Total | 9,900 | |
Other [Member] | ||
Product Revenue Total | $ 13,642 | $ 20,670 |
Segment Information - Schedul68
Segment Information - Schedule of Revenue by Geographic Area Determined Based on Location of Customers (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Total Revenue | $ 302,475 | $ 667,250 |
United States [Member] | ||
Total Revenue | 294,733 | 617,691 |
People's Republic of China [Member] | ||
Total Revenue | 21,030 | |
Rest of World [Member] | ||
Total Revenue | $ 7,742 | $ 28,529 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | ||
Jul. 06, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Proceeds from exercise of warrants | $ 5,717,325 | $ 244,950 | |
Subsequent Event [Member] | Warrants [Member] | |||
Proceeds from exercise of warrants | $ 1,437,875 | ||
Number of warrants exercised | 7,668,667 |