Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 24, 2020 | Jun. 28, 2019 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Akers Biosciences, Inc. | ||
Entity Central Index Key | 0001321834 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,835,000 | ||
Entity Common Stock, Shares Outstanding | 2,700,240 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 517,444 | $ 181,755 |
Marketable Securities | 9,164,273 | 5,272,998 |
Trade Receivables, net | 42,881 | 176,326 |
Deposits and other receivables | 9,347 | |
Inventories, net | 198,985 | 585,267 |
Prepaid expenses | 387,231 | 444,435 |
Total Current Assets | 10,310,814 | 6,670,128 |
Non-Current Assets | ||
Prepaid expenses | 252,308 | 298,256 |
Restricted Cash | 115,094 | 500,000 |
Property, Plant and Equipment, net | 33,574 | 83,456 |
Intangible Assets, net | 170,423 | 243,411 |
Other Assets | 2,722 | 12,002 |
Total Non-Current Assets | 574,121 | 1,137,125 |
Total Assets | 10,884,935 | 7,807,253 |
Current Liabilities | ||
Trade and Other Payables | 1,529,765 | 1,973,500 |
Total Current Liabilities | 1,529,765 | 1,973,500 |
Total Liabilities | 1,529,765 | 1,973,500 |
Commitments and Contingencies | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value | ||
Common Stock, No par value, 100,000,000 shares authorized (approved by stockholders on December 31, 2019) 1,738,791 and 540,501 issued and outstanding as of December 31, 2019 and 2018 | 128,920,414 | 121,554,547 |
Accumulated Other Comprehensive Income (Loss) | 17,886 | (25,913) |
Accumulated Deficit | (119,583,130) | (115,694,881) |
Total Shareholders' Equity | 9,355,170 | 5,833,753 |
Total Liabilities and Shareholders' Equity | 10,884,935 | 7,807,253 |
Series C Convertible Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, no par value | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, no par value | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,738,837 | 540,607 |
Common stock, shares outstanding | 1,738,837 | 540,607 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized | 1,990,000 | 1,990,000 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Product Revenue | $ 1,577,033 | $ 1,665,570 |
Product Cost of Sales | (1,098,286) | (1,538,285) |
Gross Income | 478,747 | 127,285 |
Administrative Expenses | 3,728,514 | 5,666,018 |
Sales and Marketing Expenses | 238,036 | 1,782,315 |
Compliance, Research and Development Expenses | 276,788 | 1,063,253 |
Litigation Settlement Expenses | 141,478 | 1,505,000 |
Amortization of Non-Current Assets | 40,008 | 171,108 |
Loss from Operations | (3,946,077) | (10,060,409) |
Other (Income)/Expenses | ||
Impairment of Intangible Assets | 32,980 | 716,148 |
Impairment of Other Assets | 64,092 | |
Loss on Disposal of Property and Equipment | 9,576 | 156,493 |
Foreign Currency Transaction Loss | 5,051 | 6,726 |
Other Income | (4,172) | |
(Gain) Loss on Investments | (3,952) | 15,178 |
Interest and Dividend Income | (101,483) | (165,840) |
Total Other Expense | (57,828) | 788,625 |
Loss Before Income Taxes | (3,888,249) | (10,849,034) |
Income Tax Benefit | ||
Net Loss | (3,888,249) | (10,849,034) |
Other Comprehensive Income (Loss) | ||
Net Unrealized Gain (Loss) on Marketable Securities | 43,799 | (25,913) |
Total Other Comprehensive Income (Loss) | 43,799 | (25,913) |
Comprehensive Loss | $ (3,844,450) | $ (10,874,947) |
Basic and Diluted loss per common share | $ (6.35) | $ (22.28) |
Weighted average basic and diluted common shares outstanding | 612,672 | 486,951 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity - USD ($) | Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Deferred Compensation [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income/(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 | 251,227 | ||||
Net loss | (10,849,034) | (10,849,034) | ||||
Exercise of warrants for common stock | $ 7,155,200 | 7,155,200 | ||||
Exercise of warrants for common stock, shares | 199,055 | |||||
Conversion of preferred stock to common stock | $ (1,755,000) | $ 1,755,000 | ||||
Conversion of preferred stock to common stock, shares | (1,755) | 60,943 | ||||
Private offering of common stock, net of offering costs of $50,000 | $ 1,950,000 | 1,950,000 | ||||
Private offering of common stock, net of offering costs $50,000, shares | 28,937 | |||||
Amortization of deferred compensation | 3,469 | 3,469 | ||||
Issuance of stock grants to officer | $ 27,702 | 27,702 | ||||
Issuance of stock grants to officer, shares | 445 | |||||
Stock-based compensation - stock options | $ 6,931 | 6,931 | ||||
Stock-based compensation - restricted stock | 12,545 | 12,545 | ||||
Net unrealized gain loss on marketable securities | (25,913) | (25,913) | ||||
Balance at Dec. 31, 2018 | $ 121,554,547 | (115,694,881) | (25,913) | 5,833,753 | ||
Balance, shares at Dec. 31, 2018 | 540,607 | |||||
Net loss | (3,888,249) | (3,888,249) | ||||
Public offering - common stock, net of offering costs of $306,222 | $ 2,147,778 | 2,147,778 | ||||
Public offering - common stock, net of offering costs of $306,222, shares | 613,500 | |||||
Public offering - prepaid equity forward contracts, net of offering costs of $688,005 | $ 4,817,857 | 4,817,857 | ||||
Issuance of stock grants to officer | $ 27,367 | 27,367 | ||||
Issuance of stock grants to officer, shares | 1,563 | |||||
Issuance of common stock to vendor for services | $ 10,802 | 10,802 | ||||
Issuance of common stock to vendor for services, shares | 1,667 | |||||
Exercise of prepaid equity forward contracts for common stock | $ 58 | 58 | ||||
Exercise of prepaid equity forward contracts for common stock, shares | 581,500 | |||||
Stock-based compensation - restricted stock | $ 362,005 | 362,005 | ||||
Net unrealized gain loss on marketable securities | 43,799 | 43,799 | ||||
Balance at Dec. 31, 2019 | $ 128,920,414 | $ (119,583,130) | $ 17,886 | $ 9,355,170 | ||
Balance, shares at Dec. 31, 2019 | 1,738,837 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Shareholders' Equity (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Private Offering [Member] | ||
Net offering cost | $ 50,000 | |
Public Offering [Member] | ||
Net offering cost | $ 306,222 | |
Public Offering One [Member] | ||
Net offering cost | $ 688,005 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (3,888,249) | $ (10,849,034) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
(Gain) loss on sale of securities | (3,952) | 15,178 |
Accrued (loss)/income - marketable securities | 3,353 | (11,011) |
Depreciation and amortization | 74,064 | 234,486 |
Loss on disposal of fixed assets | 9,576 | 156,493 |
Impairment of intangible assets | 32,980 | 716,148 |
Impairment of other assets | 64,092 | |
Reserve for obsolete inventory | 371,997 | 279,029 |
Reserve for doubtful trade receivables | 5,325 | 156,835 |
Reserve for doubtful other receivables | 100,000 | |
Amortization of deferred compensation | 3,469 | |
Stock-based compensation to employees - options | 6,931 | |
Stock-based compensation to employees - common stock | 27,367 | 27,702 |
Stock-based compensation to directors - restricted stock units | 362,005 | |
Stock-based compensation - shares issued to vendors | 10,802 | 12,545 |
Changes in assets and liabilities: | ||
Decrease in trade receivables | 128,120 | 631,510 |
Decrease in deposits and other receivables | 9,347 | 7,243 |
Decrease in inventories | 14,285 | 83,316 |
Decrease/(increase) in prepaid expenses | 103,152 | (225,586) |
Decrease in other assets | 9,280 | |
Increase (decrease) in trade and other payables | (443,735) | 188,462 |
Net cash used in operating activities | (3,074,283) | (8,502,192) |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (68,214) | |
Proceeds from the sale of equipment | 6,250 | |
Short-term note receivable | (100,000) | |
Purchases of marketable securities | (6,704,837) | (6,604,801) |
Proceeds from sale of marketable securities | 2,857,960 | 6,313,330 |
Net cash used in investing activities | (3,940,627) | (359,685) |
Cash flows from financing activities | ||
Net proceeds from issuance of common stock | 2,147,778 | 1,950,000 |
Net proceeds from issuance of prepaid equity forward contracts for the purchase of common stock | 4,817,857 | |
Net proceeds from the exercise of prepaid equity forward contracts for the purchase of common stock | 58 | |
Net proceeds from exercise of warrants for common stock | 7,155,200 | |
Net cash provided by financing activities | 6,965,693 | 9,105,200 |
Net increase/(decrease) in cash and restricted cash | (49,217) | 243,323 |
Cash and restricted cash at beginning of year | 681,755 | 438,432 |
Cash and restricted cash at end of year | 632,538 | 681,755 |
Cash paid for: | ||
Interest | ||
Income Taxes | 2,070 | |
Supplemental Schedule of Non-Cash Financing and Investing Activities | ||
Net unrealized gains/(losses) on marketable securities | 43,799 | (25,913) |
Conversion of Series B Preferred Stock to common shares | $ 1,755,000 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 – Organization and Description of Business Akers Biosciences, Inc. (“Akers”), is a New Jersey corporation. These consolidated financial statements include two wholly owned subsidiaries, Akers Acquisition Sub, Inc. and Bout Time Marketing Corporation, (together, the “Company”). All material intercompany transactions have been eliminated in consolidation. On November 7, 2018, the Company announced its intention to explore strategic alternatives in order to maximize shareholder value. As announced, this process will consider a range of potential strategic alternatives including, but not limited to, business combinations and developing new businesses through hiring key personnel, while simultaneously supporting the Company’s management and employees in the execution of the Company’s current business activities. Furthermore, the Company has undertaken steps to reduce its expenses, including reducing the number of personnel, reducing its office and warehouse footprint, eliminating services from non-critical vendors and has withdrawn its shares from registration on the AIM exchange in the United Kingdom. The Company’s medical device business has as its current focus the production and sale of disposable diagnostic testing devices that can be performed in minutes, to facilitate time sensitive therapeutic decisions. The Company’s principal products are a rapid test detecting the antibody causing an allergic reaction to Heparin and breath alcohol detectors used for health and safety. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements for the years ended December 31, 2019 and 2018 have been prepared in accordance and in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding consolidated financial information. On November 25, 2019, the Company effectuated a reverse stock split of its shares of Common Stock whereby every twenty-four (24) pre-split shares of Common Stock were exchanged for one (1) post-split share of the Company’s Common Stock (“Reverse Stock Split”). No fractional shares were issued in connection with the Reverse Stock Split and the remaining fractions were rounded up to the next whole share. Shareholders who would otherwise have held a fractional share of the Common Stock were given one additional full share of the Company’s Common Stock. Share amounts presented in these consolidated financial statements have been adjusted to reflect the Reverse Stock Split. (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 are included in the following notes for revenue recognition, allowances for doubtful accounts, inventory valuations, impairment of intangible assets and valuation of share-based payments. (c) Functional and Presentation Currency These consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information presented in U.S. Dollars has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the consolidated statements 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 The Company considers all highly liquid investments, which include short-term bank deposits (up to 3 three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. (f) Restricted Cash At December 31, 2019, restricted cash included in non-current assets on the Company’s consolidated balance sheet was $115,094 representing cash in trust for the purpose of funding legal fees for certain litigations. (g) 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 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. Following is a description of the valuation methodologies used for assets measured at fair value as of December 31, 2019 and December 31, 2018. U.S. Agency Securities: Quoted Prices in Active Markets for Identical Assets or Liabilities Quoted Prices for Similar Assets or Liabilities in Active Markets Significant Unobservable Marketable securities at December 31, 2019 $ - $ 9,164,273 $ - Marketable securities at December 31, 2018 $ - $ 5,272,998 $ - Marketable securities comprise debt securities and include U.S. agency securities, which are classified as available for sale. The debt securities are valued at fair market value. Maturities of the securities are less than one year. Unrealized gains and losses relating to the available for sale investment securities were recorded in the Consolidated Statement of Changes in Shareholders’ Equity as comprehensive (loss) income. These amounts were an increase of $43,799 in unrealized gains for the year ended December 31, 2019 and $25,913 in unrealized losses for the year ended December 31, 2018. Gains and losses resulting from these sales amounted to a gain of $3,952 and a loss of $15,178 for the years ended December 31, 2019 and 2018, respectively. For the years ended December 31, 2019 and 2018, proceeds from the sale of marketable securities were $2,857,960 and $6,313,330, respectively. (h) Trade Receivables 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 December 31, 2019, and 2018, allowances for doubtful accounts for trade receivables were $458,902 and $606,835. Bad debt expenses for trade receivables were $5,325 and $185,335 for the years ended December 31, 2019 and 2018. (i) Deposits and Other Receivables Further to the Company’s pursuit of strategic alternatives, pursuant to an unsecured promissory note dated July 4, 2019, on July 25, 2019 the Company advanced $100,000 to a company in the hemp related industry with which the Company had been considering a potential business transaction. Discussions with this party toward a potential transaction have been suspended. The unsecured promissory note became due on October 2, 2019 and the Company is pursuing collection of the obligation. For the year ended December 31, 2019, the Company established a reserve of $100,000 which is included in Administrative Expenses in the Consolidated Statement of Operations and Comprehensive Loss. (j) Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions and accounts receivable. At times, the Company’s cash in banks is in excess of the FDIC insurance limit. The Company has not experienced any loss as a result of these cash deposits. These cash balances are maintained with two banks. Major Customers For the year ended December 31, 2019, two customers generated 48% and 31% or 79% in the aggregate, of the Company’s revenues. For the year ended December 31, 2018, two customers generated 57% and 14%, or 71% in the aggregate, of the Company’s revenue. Five customers accounted for 30%, 18%, 12%, 12% and 11%, or 83% in the aggregate, and two customers accounted for 62% and 37%, or 99% in the aggregate, of trade receivables net of customer credits and allowances for doubtful accounts as of December 31, 2019 and 2018, respectively. These concentrations make the Company vulnerable to a near-term severe impact should these relationships be terminated. To limit such risks, the Company performs ongoing credit evaluations of its customers’ financial condition. Major Suppliers One supplier accounted for 43% and 14% of the Company’s purchases for the years ended December 31, 2019 and 2018, respectively. None of the Company’s suppliers accounted for more than 10% of the Company’s outstanding accounts payable as of December 31, 2019 and 2018. (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)/expense” in the Consolidated Statement of Operations and Comprehensive Loss. Depreciation is recognized in profit and loss on the accelerated basis over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Plant and equipment 5-12 Furniture and fixtures 5-10 Computer equipment & software 3-5 Leasehold Improvements Shorter of the Depreciation methods, useful lives and residual values are reviewed at each reporting date. (l) Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge to our Consolidated Statements of Operations and Comprehensive Loss. 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 December 31, 2019, the Company has ten patents from the United States Patent Office in effect Other patents are in effect in Australia through the Design Registry European Union Patents, in Hong Kong and in Japan. Patents are in the national phase of prosecution in many Patent Cooperation Treaty participating countries. Additional proprietary technology consists of numerous different inventions. Management intends to protect all other intellectual property (e.g. copyrights, trademarks and trade secrets) using all legal remedies available to the Company. 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 and assessed for impairment when necessary. Patent pending costs for patents that are not approved are charged to the consolidated statements of operations and comprehensive loss 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 and assessed for impairment when necessary. 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. 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 (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 Beginning on January 1, 2019, the Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation The Company does not have any significant contracts with customers requiring performance beyond delivery. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the product transfers to our customer, which generally occurs upon delivery to the customer but can also occur when goods are shipped by the Company, depending on the shipment terms of the contract. The Company’s performance obligations are satisfied at that time. The Company has not historically experienced customer returns of its products. The Company uses the most likely amount approach to determine the variable consideration of the transaction price in order to account for the contractual rebates and incentives that are estimated and adjusted for over time. The Company provides for rebates to its distributors. The Company’s accrued rebates and incentives were $20,002 and $23,179, as of December 31, 2019 and 2018, respectively. Accounts receivable will be reduced when the rebates are applied by the customer. The Company recognized $130,577 and $105,247 for the years ended December 31, 2019 and 2018 for rebates, respectively, which is included as a reduction of product revenue in the Consolidated Statement of Operations and Comprehensive Loss. See Note 13 for disaggregation of revenue by product line and geographic region. (p) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. For the years ended December 31, 2019 and 2018, no liability for unrecognized tax benefits was required to be reported. There is no income tax benefit for the losses for the years ended December 31, 2019 and 2018 since management has determined that the realization of the net deferred assets is not assured and has created a valuation allowance for the entire amount of such tax benefits. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2019 and 2018. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. (q) Shipping and Handling Fees and Costs The Company charges actual shipping costs plus a handling fee to customers, which amounted to $38,131 and $50,518 for the years ended December 31, 2019 and 2018. These fees are classified as product revenue in the Consolidated Statement of Operations and Comprehensive Loss. Shipping and other related delivery costs, including those for incoming raw materials are classified as product cost of sales, which amounted to $46,534 and $93,558 for the years ended December 31, 2019 and 2018, respectively. (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 Financial Accounting Standards Board (FASB) Accounting Standards Codification (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 the requisite service periods using the straightline method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. Prior to this Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock based awards as they occur. (t) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is 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. Diluted net loss per share is computed using the weighted average number of common and dilutive potential common shares outstanding during the period. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Years Ended December 31, 2019 2018 Stock Options 40 443 Restricted Stock Units 15,603 - Warrants to purchase Common Stock 247,215 88,015 Pre-funded Warrants to purchase Common Stock 795,000 - Warrants to purchase Series C Preferred stock 1,990,000 - Total potentially dilutive shares 3,047,858 88,458 (u) Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted As an emerging growth company (“EGC”), Akers had elected to adopt recently issued accounting pronouncements based on effective dates applicable to other than public business entities. The Company lost its EGC status on December 31, 2019 as it was the last day of the fiscal year following the fifth anniversary of the effective date of its registration statement on January 23, 2014. Accordingly, effective January 1, 2020, Akers will adopt recently issued accounting pronouncements on dates applicable to public companies. 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 for entities other than public business entities, and to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period for public business entities. The Company has elected to apply the modified retrospective method and the impact was determined to be immaterial on the consolidated financial statements. Accordingly, the new revenue standard was applied prospectively in our consolidated financial statements from January 1, 2019 forward and reported financial information for historical comparable periods will not be revised and will continue to be reported under the accounting standards in effect during those historical periods. The Company determined that its methods of recognizing revenues were not impacted by the new guidance. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is effective for public business entities, certain not-for-profit entities, and certain employee benefit plans for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, ASU 2018-07 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company early adopted ASC 2018-07 effective January 1, 2019. There was no material impact on the Company’s consolidated financial statements upon this adoption. In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements, to makes changes to a variety of topics to clarify, correct errors in, or make minor improvements to the Accounting Standards Codification. Certain items of the amendments in ASU 2018-09 will be effective for the Company in annual periods beginning after December 15, 2018. The adoption of ASU 2018-09 did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Adopted In February 2016, the FASB issued ASU 2016-02—Leases (Topic 842) (“ASU-2016-02”), which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the effect this guidance will have on its consolidated financial statements and related disclosure, and anticipates the guidance to result in increases in its assets and liabilities as its operating lease commitment will be subject to the new standard and recognized as right-of-use assets and lease liabilities. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s consolidated financial statements upon the adoption of this ASU. (v) Reclassifications Certain reclassifications were made to the reported amounts in these consolidated financial statements as of December 31, 2018 to conform to the presentation as of December 31, 2019. |
Recent Developments, Liquidity
Recent Developments, Liquidity and Management's Plans | 12 Months Ended |
Dec. 31, 2019 | |
Expenses Related Public Offering [Domain] | |
Recent Developments, Liquidity and Management's Plans | Note 3 – Recent Developments, Liquidity and Management’s Plans On December 19, 2018, the Company announced its intent to delist from the AIM Market of the London Stock Exchange. The Company believed that due to the relatively low liquidity in the Company’s common stock, remaining listed on the AIM Market did not merit the ongoing costs and regulatory complexities associated with maintaining the AIM listing. On March 5, 2019, the Company held a special meeting of shareholders who then voted in favor of the Company delisting from the AIM Market. The delisting took effect on March 29, 2019. On November 7, 2018, the Company announced that its board of directors had initiated a process to evaluate strategic alternatives to maximize shareholder value. This process will consider a range of potential strategic alternatives including, but not limited to, business combinations, while simultaneously supporting the Company’s management and employees in the execution of the Company’s current business activities. Such alternatives shall also be to consider initiatives that include making strategic hires of consultants or personnel who would be instrumental to developing new business opportunities. On November 19, 2018, the Company further announced that in its evaluation of strategic alternatives it will consider a range of potential strategic alternatives including, but not limited to, business combinations in sectors different than that currently engaged in, including cannabis and hemp related industries. On March 23, 2020, the Company entered into a Membership Interest Purchase Agreement with the members of Cystron Biotech, LLC, pursuant to which the Company will acquire 100% of the membership interests of Cystron Biotech, LLC. See Note 15 for discussion of the acquisition of Cystron Biotech, LLC. Historically, the Company has relied upon public offerings and private placements of common stock to raise operating capital. As of March 19, 2020, the Company had cash and marketable securities of approximately $8.8 million (excluding restricted cash of $115,094) and working capital of approximately $8.3 million, which the Company believes will be sufficient to fund its operations and obligations through approximately March 2021. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4 – 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. Inventories consist of the following: December 31, 2019 2018 Raw Materials $ 274,551 $ 542,761 Sub-Assemblies 303,461 711,181 Finished Goods 28,223 635,565 Reserve for Obsolescence (407,250 ) (1,304,240 ) $ 198,985 $ 585,267 During the year ended December 31, 2019, incurred charges in the aggregate amount of $371,997 to reserve for the write down to fair value of certain obsolete raw materials, sub-assemblies and finished goods inventory, which is included in cost of goods sold. During the year ended December 31, 2019, the Company disposed of and wrote-off against the reserve $1,268,987 of inventory, resulting in a net decrease of $896,990 in the reserve for obsolescence as of December 31, 2019 as compared to the balance of the reserve for inventory obsolescence as of December 31, 2018. For the year ended December 31, 2018, the Company reserved $279,031 of inventory, principally in connection with the removal of OxiChek from the market, which is included in cost of goods sold and wrote-off, against the reserve, $187,399 of inventory, principally the expired BreathScan Alcohol products, resulting in a net increase of $91,632 in the reserve for obsolescence as of December 31, 2018 compared to that as of December 31, 2017. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 5 – Property, Plant and Equipment Property, plant and equipment consists of the following: December 31, 2019 2018 Computer Equipment $ 17,514 $ 17,514 Computer Software 7,806 7,806 Office Equipment 39,959 39,959 Furniture & Fixtures 38,357 38,357 Machinery & Equipment 1,138,004 1,153,830 Molds & Dies 645,272 645,272 Leasehold Improvements 249,960 249,960 2,136,872 2,152,698 Less Accumulated Depreciation 2,103,298 2,069,242 $ 33,574 $ 83,456 Depreciation expense totaled $34,056 and $63,378 for the years ended December 31, 2019 and 2018, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 – Intangible Assets Intangible assets as of December 31, 2019 and 2018 are as follows: December 31, 2019 Cost or Accumulated Net Deemed Amortization Book Cost and Impairment Value Patents & Trademarks $ 2,626,996 $ (2,456,573 ) $ 170,423 Distributors & Customer Relationships 1,270,639 (1,270,639 ) - Total $ 3,897,635 $ (3,727,212 ) $ 170,423 December 31, 2018 Cost or Accumulated Net Deemed Amortization Book Cost and Impairment Value Patents & Trademarks $ 2,626,996 $ (2,383,585 ) $ 243,411 Distributors & Customer Relationships 1,270,639 (1,270,639 ) - Total $ 3,897,635 $ (3,654,224 ) $ 243,411 Effective on October 9, 2018, the Company pulled the OxiChek product line from the market. This served as a triggering event for testing whether or not our intangible assets were impaired. The Company then performed a recoverability analysis and determined that as of December 31, 2018, there was an impairment of $716,148. The Company performed an impairment analysis during 2019 and as a result, recorded an impairment charge of $32,980 during the year ended December 31, 2019. 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. Amortization expense (not including impairment charges) was $40,008 and $171,108 for the years ended December 31, 2019 and 2018, respectively. The following is an annual schedule of approximate future amortization of the Company’s intangible assets: Period Amount 2020 35,497 2021 35,497 2022 35,497 2023 28,414 2024 28,414 Thereafter 7,104 Total $ 170,423 |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 7 - Trade and Other Payables Trade and other payables consist of the following: December 31, 2019 2018 Trade Payables $ 657,293 $ 686,578 Accrued Expenses 812,722 1,227,172 Deferred Compensation 59,750 59,750 $ 1,529,765 $ 1,973,500 See also Note 12 for related party information. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Note 8 - Share-based Compensation Equity incentive Plans 2013 Stock Incentive Plan On January 23, 2014, the Company adopted the 2013 Stock Incentive Plan (“2013 Plan”). The 2013 Plan was amended by the Board on January 9, 2015 and September 30, 2016, and such amendments were ratified by shareholders on December 7, 2018. The 2013 Plan provides for the issuance of up to 4,323 shares of the Company’s common stock. As of December 31, 2019, grants of restricted stock and options to purchase 2,853 shares of Common Stock have been issued pursuant to the 2013 Plan, and 1,470 shares of Common Stock remain available for issuance. 2017 Stock Incentive Plan On August 7, 2017, the shareholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the issuance of up to 7,031 shares of the Company’s common stock. As of December 31, 2019, grants of restricted stock and options to purchase 3,064 shares of Common Stock have been issued pursuant to the 2017 Plan, and 3,967 shares of Common Stock remain available for issuance. 2018 Stock Incentive Plan On December 7, 2018, the shareholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”). The 2018 Plan provides for the issuance of up to 78,125 shares of the Company’s common stock. As of December 31, 2019, grants of RSUs to purchase 15,603 shares of Common Stock have been issued pursuant to the 2018 Plan, and 62,522 shares of Common Stock remain available for issuance. Stock Options The following table summarizes the option activities for the years ended December 31, 2019: Weighted Average Weighted Weighted Remaining Number Average Average Contractual Aggregate of Exercise Grant Date Term Intrinsic Shares Price Fair Value (years) Value Balance at December 31, 2018 443 $ 729.41 $ 417.88 0.43 $ - Granted - - - - - Exercised - - - - - Forfeited (284 ) 703.15 374.92 0.74 - Canceled/Expired (119 ) 957.90 609.87 - - Balance at December 31, 2019 40 $ 236.16 $ 151.68 0.99 $ - Exercisable as of December 31, 2019 40 $ 236.16 $ 151.68 0.99 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $3.20 for the Company’s common shares on December 31, 2019. As the closing stock price on December 31, 2019 is lower than the exercise price, there is no intrinsic value to disclose. As of December 31, 2019, all the Company’s outstanding stock options were fully vested and exercisable. During the years ended December 31, 2019 and 2018, the Company incurred stock option expenses totaling $0 and $6,931, respectively. Restricted Stock Units On March 29, 2019, the Compensation Committee of the Board of Directors approved the grant of 5,201 Restricted Stock Units (“RSU”) to each of the three directors. Each RSU had a grant date fair value of $23.28 which shall be amortized on a straight-line basis over the vesting period into administrative expenses within the Consolidated Statement of Operations and Comprehensive Loss. Such RSUs were granted under the 2018 Plan, and vested on January 1, 2020. Upon vesting, such RSUs shall be settled with the issuance of common stock. The Company stock underlying these RSUs was subject to a lock-up through March 3, 2020. Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2018 - $ - Granted 15,603 23.28 Exercised - - Forfeited - - Canceled/Expired - - Balance at December 31, 2019 15,603 $ 23.28 Exercisable as of December 31, 2019 - $ - During the year ended December 31, 2019, the Company incurred RSU expense of $362,005. Common Stock Warrants The table below summarizes the warrant activity for the year ended December 31, 2019: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2018 88,015 $ 74.65 4.20 $ - Granted 159,200 5.00 5.00 - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2019 247,215 $ 29.79 4.72 $ - Exercisable as of December 31, 2019 247,215 $ 29.79 4.72 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $3.20 for the Company’s common shares on December 31, 2019. All warrants were vested on date of grant. Pre-funded Common Stock Warrants The table below summarizes the pre-funded warrant activity for the year ended December 31, 2019: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2018 - $ - - $ - Granted 1,376,500 0.0001 - - Exercised (581,500 ) 0.0001 - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2019 795,000 $ 0.0001 - $ - Exercisable as of December 31, 2019 795,000 $ 0.0001 - $ - All pre-funded warrants were vested on date of grant and are exercisable at any time. Preferred Series ‘C’ Stock Warrants The table below summarizes the activity for the warrants issued in December 2019 in connection with a capital raise, for the purchase of preferred series C shares, for the year ended December 31, 2019: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2018 - $ - - $ - Granted 1,990,000 4.00 5.00 - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2019 1,990,000 $ 4.00 5.00 $ - Exercisable as of December 31, 2019 1,990,000 $ 4.00 5.00 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $3.20 for the Company’s common shares on December 31, 2019. All preferred series ‘C’ warrants were vested on date of grant. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | Note 9 – Equity The holders of common shares are entitled to one vote per share at meetings of the Company. On December 30, 2019, the Company’s shareholders approved an increase to 100,000,000 of the number of the authorized shares of Common Stock. During the years ended December 31, 2019 and 2018, pursuant to his October 2018 employment agreement, the Company issued 1,563 and 314 shares of Common Stock under the 2017 Plan to Mr. Yeaton, with a fair value on the date of grant, of $27,367 and $16,702, respectively. During the year ended December 31, 2018, the Company issued 131 shares of Common Stock to a former executive officer of the Company. These shares had a fair value of $11,000 on date of grant. On November 2, 2018, the Company entered into the Purchase Agreement pursuant to which the Company agreed to sell an aggregate of 30,070 shares of Common Stock and warrants to purchase approximately 28,937 shares of Common Stock (the “November 2018 Warrants”). The combined purchase price for one share of Common Stock and each Warrant was priced at $69.12 (the “Offering”). The Purchase Agreement contained customary representations, warranties, and covenants by the Company. Through the Offering, which closed on November 2, 2018, the Company raised proceeds of $1,950,000, net of offering costs of $50,000. Each November 2018 Warrant has an initial exercise price of $90.24 per share, became exercisable immediately after the date of issuance and expires on November 1, 2023. Subject to limited exceptions, a holder of the November 2018 Warrants will not have the right to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after the exercise. The exercise price of the November 2018 Warrants, and in some cases the number of shares of Common Stock issuable upon exercise of the November Warrants, will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock. In addition, the November 2018 Warrants provide that, in the event of a fundamental transaction (as such term is described in the November 2018 Warrant), the holder of such November 2018 Warrant, at the holder’s option, may receive, for each warrant share (as such term is described in the November 2018 Warrant) that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of Common Stock for which the November 2018 Warrant is exercisable immediately prior to such fundamental transaction. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the alternate consideration it receives upon any exercise of the November 2018 Warrant following such fundamental transaction. The Company shall cause any successor entity (as such term is described in the November 2018 Warrant), at the option of the holder, to deliver to the holder in exchange for the November 2018 Warrant a security of the successor entity evidenced by a written instrument substantially similar in form and substance to the November 2018 Warrant which is exercisable for a corresponding number of shares of capital stock of such successor entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of the November 2018 Warrant (without regard to any limitations on the exercise of this November 2018 Warrant) prior to such fundamental transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock. The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-214214), previously filed with the Securities and Exchange Commission on October 24, 2016 and declared effective on November 16, 2016. During the year ended December 31, 2018, 1,755 shares of the Company’s Series B Preferred Stock, no par value, were converted into 60,943 shares of Common Stock. During the year ended December 31, 2018, warrant holders from the December 21, 2017 public offering exercised warrants for the purchase of 199,055 shares of Common Stock with an exercise price of $34.58 per common share, raising net proceeds of $7,155,200. On December 9, 2019, the Company entered into that certain “Purchase Agreement” pursuant to which the Company agreed to sell an aggregate of 613,500 shares of Common Stock, 1,376,500 pre-funded warrants (the “Pre-funded Warrants”), Preferred ‘C’ warrants to purchase approximately 1,990,000 shares of Common Stock (the “Preferred ‘C’ Warrants”) and Underwriter’s Warrants to purchase approximately 159,200 shares of Common Stock (the “Underwriter’s Warrants”). The combined purchase price for one share of Common Stock was $4.00 and each Pre-funded Warrant was priced at $3.9999 with (the “Offering”). The Purchase Agreement contains customary representations, warranties, and covenants by the Company. Through the Offering, the Company raised proceeds of $6,965,636, net of offering costs of $994,227. Offering costs were allocated on a pro rata basis to the proceeds from the sale of each of the Common Stock and the pre-funded warrants. Each Pre-Funded Warrant has an initial exercise price of $0.0001 per share, and is exercisable immediately after the date of issuance. Subject to limited exceptions, a holder of the Pre-Funded Warrants will not have the right to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after the exercise. The exercise price of the Pre-Funded Warrants, and in some cases the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock. The pre-funded warrants represented prepaid equity forward contracts that were equity classified, as they were not subject to ASC 480 and did not meet the definition of a derivative under ASC 815 due to their requiring a substantial upfront payment. Each Preferred ‘C’ Warrant has an initial exercise price of $4.00 per share, is exercisable immediately after the date of issuance and will expire five years from December 30, 2019, the date it became exercisable. Subject to limited exceptions, a holder of the Preferred ‘C’ Warrants will not have the right to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after the exercise. The exercise price of the Preferred ‘C’ Warrants, and in some cases the number of shares of Common Stock issuable upon exercise of the Preferred ‘C’ Warrants, will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock. Each Underwriter’s Warrant has an initial exercise price of $5.00 per share, will be exercisable immediately after the date of issuance and will expire five years from December 30, 2019, the date it became exercisable. Subject to limited exceptions, a holder of the Underwriter’s Warrants will not have the right to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after the exercise. The exercise price of the Underwriter’s Warrants, and in some cases the number of shares of Common Stock issuable upon exercise of the Underwriter’s Warrants, will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock. In addition, the Warrants provide that, in the event of a fundamental transaction (as such term is described in the Warrant), the holder of such Warrant, at the holder’s option, may receive, for each warrant share (as such term is described in the Warrant) that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of Common Stock for which the Warrant is exercisable immediately prior to such fundamental transaction. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the alternate consideration it receives upon any exercise of the Warrant following such fundamental transaction. The Company shall cause any successor entity (as such term is described in the Warrant), at the option of the holder, to deliver to the holder in exchange for the Warrant a security of the successor entity evidenced by a written instrument substantially similar in form and substance to the Warrant which is exercisable for a corresponding number of shares of capital stock of such successor entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of the Warrant (without regard to any limitations on the exercise of this Warrant) prior to such fundamental transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock. The Offering was made pursuant to a registration statement on Form S-1 (Files No. 333-234447 and 333-235359 previously filed with the Securities and Exchange Commission on November 1, 2019 and declared effective on December 5, 2019. Such securities are being offered only by means of a prospectus. During the year ended December 31, 2019, Pre-Funded Warrant holders from the December 9, 2019 public offering exercised warrants for the purchase of 581,500 shares of Common Stock, with an exercise price of $0.0001 per common share, raising net proceeds of $58. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes The Company’s income tax (benefit)/provision is as follows: Years Ended December 31, 2019 2018 Current $ - $ - Deferred (738,000 ) (2,941,000 ) Change in Valuation Allowance 738,000 2,941,000 Income Tax Benefit $ - $ - The reconciliation of income taxes using the statutory U.S. income tax rate and the benefit from income taxes for the years ended December 31, 2019 and 2018 are as follows: Years Ended December 31, 2019 2018 Statutory U.S. Federal Income Tax Rate (21.0 )% (21.0 )% New Jersey State income taxes, net of U.S. Federal tax effect (5.1 )% (5.1 )% True-up for prior year deferred tax assets 5.9 % (0.9 )% Other 1.2 % (0.1 )% Change in Valuation Allowance 19.0 % 27.1 % Net 0.0 % 0.0 % As of December 31, 2019 and 2018, the Company had Federal net operating loss carry forwards of approximately $79,678,000 and $80,500,000, expiring through the year ending December 31, 2039. As of December 31, 2019 and 2018, the Company had New Jersey state net operating loss carry forwards of approximately $28,855,000 and $29,700,000, expiring through the year ending December 31, 2026. The timing and manner in which the Company can utilize operating loss carryforwards in any year may be limited by provisions of the Internal Revenue Code regarding changes in ownership of corporations. Such limitation may have an impact on the ultimate realization of its carryforwards and future tax deductions. The principal components of the deferred tax assets and related valuation allowances as of December 31, 2019 and 2018 are as follows: Years Ended December 31, 2019 2018 Reserves and other $ 508,000 $ 523,000 Net operating loss carry-forwards 19,196,000 18,417,000 Research and development tax credit 455,000 481,000 Valuation Allowance (20,159,000 ) (19,421,000 ) Net $ - $ - The valuation allowance for deferred tax assets as of December 31, 2019 and 2018 was $20,159,000 and $19,421,000. The change in the total valuation for the years ended December 31, 2019 and 2018 were increases of $738,000 and $2,941,000, respectively. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the net operating losses and temporary differences become deductible. Management considered projected future taxable income and tax planning strategies in making this assessment. Furthermore, during December 2019, the shares issued to investors in the capital raise resulted in a greater than 50% change in ownership under the Internal Revenue Service regulations. This change in ownership will result in limitations to the amount of net operating loss carryforwards that may be utilized in future years to offset future taxable income. The value of the deferred tax assets was fully offset by a valuation allowance, due to the current uncertainty of the future realization of the deferred tax assets. The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of January 1, 2019, the Company had no unrecognized tax benefits and no charge during 2019, and accordingly, the Company did not recognize any interest or penalties during 2019 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2019. The Company files U.S. federal income tax returns and a state income tax returns. The U.S. and state income tax returns filed for the tax years ending on December 31, 2016 and thereafter are subject to examination by the relevant taxing authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Lease Commitments The Company leases its facility in West Deptford, New Jersey under an operating lease (“Thorofare Lease”) which went into effect during 2008 and was amended in January 2013. On November 11, 2019, the Company entered into an extension of the Thorofare Lease extending the term to December 31, 2021 and effective January 1, 2020, providing for an early termination option of the lease with a 150 day notice period. Rent expense for the Thorofare Lease, including related CAM charges for the years ended December 31, 2019 and 2018 totaled $164,233 and $164,996, respectively. The Company previously maintained an office lease in Ramsey, New Jersey and a warehouse lease in Pitman, New Jersey. These two leases ended during 2019. Lease expense during the years ended December 31, 2019 and 2018 was $54,761 and $66,225, respectively. The schedule of lease commitments is as follows: Thorofare Lease Next 12 months $ 132,000 Next 13-24 months 139,200 $ 271,200 Advisory Board On December 4, 2019, the Company formed an advisory board (the “Advisory Board”) with expertise in the hemp and minor cannabinoid sectors. The Advisory Board will assist the Board of Directors in its strategic review including, potentially, the extraction, testing, purification and formulation of safe cannabinoids within the hemp industry. During December 2019, the Company appointed two members to the Advisory Board. Compensation over the term of service shall consist of an award of shares of the Company’s stock with a value of $25,000 for each advisor. Litigation and Settlements ChubeWorkx On August 17, 2016, pursuant to a Settlement Agreement (the “Settlement Agreement”) with ChubeWorkx Guernsey Limited (“ChubeWorkx”), 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”). 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 $86,519 and $59,584 for the years ended December 31, 2019 and 2018, respectively, which are included in sales and marketing expenses on the Consolidated Statement of Operations and Comprehensive Loss. As of December 31, 2019, the Company owed ChubeWorkx royalties of $4,906 which is included in trade and other payables. Other terms of the Settlement included: 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. Litigation and Settlements Pulse Health LLC v Akers Biosciences, Inc. No.: 3:16-cv-01919-HZ 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 alleged 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 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 proceeded in the District Court of Oregon. 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. The Court further determined that equitable relief, such as an injunction, “may be warranted.” Following such rulings, the Company discovered certain deficiencies in its discovery responses and took appropriate steps to supplement the record and correct these deficiencies. On September 17, 2018, the Company and Pulse entered into a settlement. Pursuant to the settlement reached between Pulse and the Company, on October 9, 2018 the Company paid $930,000 to Pulse. The Company has also agreed to a permanent injunction and not to make, use, sell or offer to sell the BreathScan OxiChek™ product, any product that detects aldehydes or oxidative stress in exhaled human breath or breath condensate using either basic fuchsin or sodium metabisulfite or any form, analog or equivalent thereof, and the BreathScan Lync device, or any equivalent thereof, as part of a test for aldehydes or oxidative stress in human exhaled breath or breath condensate. There was no material impact on our revenues as a result of the withdrawal of the BreathScan OxiChek™ product from sale. The Settlement Agreement does not contain any admission of liability, wrongdoing, or responsibility by any of the parties. Litigation and Settlements Faulkner v. Akers Biosciences, Inc. Gleason v. Akers Biosciences, Inc., No. 2:18-cv-10805 (D.N.J.) On June 13, 2018, Plaintiff Tim Faulkner filed a class action complaint alleging securities violations against the Company, John J. Gormally, and Gary M. Rauch (“Individual Defendants”) (together with the Company, “Defendants”) on behalf of all persons and entities who purchased publicly traded Akers securities from May 15, 2017 through June 5, 2018 (the “Faulkner Action”). The complaint alleged 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 alleged 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 June 20, 2018, Plaintiff David Gleason filed a class action complaint under the caption Gleason v. Akers Biosciences, Inc., No. 2:18-cv-10805 (D.N.J.) based on the same allegations and causes of action (the “Gleason Action”). On November 21, 2018, the Faulkner and Gleason Actions were consolidated under the Faulkner Action docket. The parties conducted a mediation on January 10, 2019, and agreed to a settlement in principle disposing of the consolidated action as to all Defendants, including the Individual Defendants. On March 8, 2019, the parties signed a settlement agreement, subject to approval by the Court, whereby the Company agreed to pay $2,250,000 in exchange for full releases and discharge of all claims against the Company. On the same day, Plaintiffs Tim Faulkner and David Gleason filed a motion for preliminary approval of the settlement and to establish notice procedures. On July 3, 2019, the Court granted the motion for preliminary approval and scheduled a final settlement hearing for November 8, 2019. On or about July 24, 2019, the Company’s D&O insurer sent the settlement payment of $2,250,000 to the settlement agent for the class. On September 20, 2019, the Court granted the parties’ request to adjourn the final settlement hearing and scheduled a final settlement hearing for December 20, 2019, at 11:00 a.m. On October 11, 2019, Lead Plaintiffs filed motions for final approval of the proposed settlement and award of attorneys’ fees, and reimbursement of expenses. On December 20, 2019, the Court granted final approval of the settlement and award of attorneys’ fees, and reimbursement of expenses. Litigation and Settlements Watts v. Gormally, et al., and Chan v. Gormally, et al. On November 9, 2018, Cale Watts (“Watts Plaintiff”) filed a verified shareholder derivative complaint alleging violations of the Securities Exchange Act of 1934, breach of fiduciary duty, unjust enrichment, and waste of corporate assets based on alleged material weaknesses in controls, management, and documentation (the “Watts Action”). On January 14, 2019, the parties reached an agreement in principle to settle the Watts Action that included corporate reforms and a payment of attorneys’ fees of $200,000. The parties finalized a Stipulation of Settlement on March 4, 2019. On February 7, 2019, Tiffany Chan, Jasmine Henderson, and Don Danesh (“Chan Plaintiffs”) filed a verified shareholder derivative complaint alleging violations of Section 14(a) of the Exchange Act and SEC Rule 14a-9, breach of fiduciary duty, unjust enrichment, and waste of corporate assets based on the same circumstances as the Watts Action (the “Chan Action”). The Chan Action further alleged that the Company should not have settled the Watts Action because the Watts Action plaintiffs lacked standing and the settlement would cause irreparable harm to the Company and its shareholders. On March 22, 2019, the Watts Plaintiff filed a motion for preliminary approval of the proposed settlement, approving the proposed form and method of providing notice of the settlement, scheduling a hearing for final approval of the settlement (“Watts Motion for Preliminary Approval”). On April 1, 2019, the Chan Plaintiffs filed an Opposition to the Motion for Preliminary Approval and a Motion to Intervene and Stay Proceedings (“Motion to Intervene and Stay”). Subsequently, the Watts Plaintiff, Chan Plaintiffs, and Defendants reached an agreement in principle to settle the Watts and Chan Actions that included corporate reforms and a payment of attorneys’ fees of $325,000. On October 2, 2019, the Watts Plaintiff filed an Unopposed Motion for Preliminary Approval of the Settlement (the “Omnibus Motion for Preliminary Approval”). The Omnibus Motion for Preliminary Approval was granted on January 8, 2020. Plaintiffs must file a motion for final approval of the proposed settlement by May 7, 2020. The Final Settlement hearing is scheduled for May 28, 2020. Faulkner, Gleason, Watts and Chan Matters With respect to the Faulkner, Gleason, Watts and Chan matters, the Company maintains D&O liability insurance coverage, with a company retention of $500,000. The D&O liability insurance coverage provides insurance coverage to both the Company and the Directors and Officers for covered defense and indemnification. Through December 31, 2018, the Company recorded a cumulative charge of $500,000, representing the insurance carrier retention requirement. The insurance carrier has provided notice that it has reserved certain rights, and through the date of the filing of this Annual Report on Form 10-K, the Company may incur additional costs related to these matters, the amounts of which are not able to be determined at this time. Litigation and Settlements Typenex Medical, LLC v. Akers Biosciences, Inc., JAMS Ref. No. 1450005929 On November 15, 2018, Typenex Medical LLC (“Typenex”), a telemarketing entity with whom the Company had entered into a marketing and commission agreement dated September 30, 2016 (the “Marketing Contract”), filed an arbitration against the Company before JAMS ADR (the “Arbitration”), and an arbiter was appointed to the Arbitration on December 14, 2018. In the Arbitration, Typenex stated that it was seeking “at least” $220,500 based on the allegation that the Marketing Contract entitles Typenex to a commission on sales of certain of the Company’s heparin-related products in the period two years from the Marketing Contract’s expiration, and in the alternative, Typenex was seeking relief for breach of the implied covenant of good faith and fair dealing, and/or unjust enrichment. On July 19, 2019, the Company and Typenex executed a settlement agreement. Pursuant to the settlement agreement on December 2, 2019, the Company paid Typenex $50,000 in cash and issued 1,667 shares of the Company’s common stock, valued at $10,802. NovoTek Therapeutics Inc. and NovoTek Pharmaceuticals Limited v. Akers Biosciences, Inc. On June 21, 2019, the Company received a complaint, filed by Novotek Therapeutics Inc., and Novotek Pharmaceuticals Limited (collectively, “Novotek”), Beijing-based entities, in the United States District Court for the District of New Jersey, alleging, among other things, breach of contract. Novotek is seeking, among other things, damages in the amount of $1,551,562, plus interest, disbursements and attorneys’ fees. The Company vigorously disputes the allegations in the complaint and has retained counsel to defend it. On September 16, 2019, the Company filed a partial motion to dismiss the complaint, which was fully submitted as of November 4, 2019. The Company is not yet able to determine the amount of the Company’s exposure, if any. Neelima Varma v. Akers Biosciences, Inc. and St. David’s Healthcare Partnership, L.P., LLP CAUSE NO: D-1-GN-19-004262 On July 25, 2019, the Company was notified that on July 23, 2019, a complaint was filed by Neelima Varma, against the Company and St. David’s Healthcare Partnership, L.P., LLP (“St. David’s”), in the district court of Travis County, Texas, alleging, among other things, negligence, gross negligence and strict product liability, breach of express warranty, breach of implied warranty and fraudulent misrepresentation and omission, with respect to a medical device which the Company had sold through one its distributors to St. David’s. Ms. Varma is seeking aggregate monetary relief from the Company and St. David’s in excess of $1,000,000. On September 20, 2019, the Company filed the original answer to plaintiff’s original petition and on October 1, 2019, the Company received from plaintiff their first interrogatories and request for production of documents. The Company carries product liability insurance. The insurance carrier has provided notice that it has reserved certain rights. The Company and its insurance carrier will contest this complaint vigorously. The Company believes that its product liability insurance coverage will be adequate to cover the potential exposure for this matter. Douglas Carrara v. Akers Biosciences, Inc., John Does 1-10, and XYZ Corp. 1-10, Docket No. ESX-L-5272-19 (N.J. Super. Ct., Essex County): Douglas Carrara, a former executive, has sued the Company over the termination of his employment. The executive seeks contractual severance pay in the amount of $200,000. The executive asserts that the termination was without cause within the meaning of his employment agreement, which provides for severance of one year’s salary in the event of termination without cause. The executive also seeks indemnification for approximately $10,000 in attorneys’ fees that he contends he incurred in regard to company business. On August 29, 2019, the Company filed an answer to the second amended complaint and the parties have exchanged documents and interrogatories as part of the discovery process. No trial date or discovery cutoff has been set. With regard to both claims, the executive seeks to recover his attorneys’ fees under a fee-shifting provision in his employment agreement. With respect to the matter, the Company believes that the ultimate liability from the resolution of this matter will not be material to the Company’s consolidated financial statements. Discovery in the case is continuing and is expected to conclude this summer. The Company intends to establish a rigorous defense of all claims. All legal fees were expensed as and when incurred. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 12 – Related Parties Hainan Savvy On March 9, 2015, the Company contributed capital of $64,091 to Hainan Savy Akers Biosciences, Ltd. (“Hainan”), a company incorporated in the People’s Republic of China, resulting in an initial 19.9% ownership interest. On December 31, 2018, the Company recorded a charge of $64,092 for the full impairment of its investment in Hainan. This investment was included in other assets in the Consolidated Balance Sheet as of December 31, 2018 and the investment was accounted for using the cost method. The Company began purchasing manufacturing molds and plastic components through Hainan and its related party during the year ended December 31, 2016. The Company purchased a total of $- and $20,936 in such components during the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, the Company owed Hainan and its related party $0 which was included in trade and other payables. CEO and Interim CFO Effective on October 5, 2018 and through December 31, 2019, the Board appointed Howard R. Yeaton, to serve as the Chief Executive Officer and interim Chief Financial Officer of the Company. Effective on January 1, 2020, Mr. Yeaton entered into a new agreement with the Company whereby he serves as the Company’s Interim Chief Financial Officer. Mr. Yeaton is the managing principal of FCS and the Company’s relationship with FCS shall continue, with FCS continuing to provide accounting services to the Company. FCS is considered to be a related party. During the years ended December 31, 2019 and 2018, the Company expensed $38,888 and $104,749, respectively, to FCS in connection with these services. As of December 31, 2019 and 2018, the Company owed FCS $18,323 and $29,407, respectively, which were included in trade and other payables on the Company’s Consolidated Balance Sheet. |
Revenue Information
Revenue Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Revenue Information | Note 13 – Revenue Information Revenue by product lines was as follows: Years Ended December 31, Product Line 2019 2018 MicroParticle Catalyzed Biosensor (“MPC”) $ 126,150 $ 123,941 Particle ImmunoFiltration Assay (“PIFA”) 1,327,752 1,422,361 Rapid Enzymatic Assay (“REA”) 85,000 68,750 Other 38,131 50,518 Total Revenue $ 1,577,033 $ 1,665,570 The total revenue by geographic area determined based on the location of the customers was as follows: Years Ended December 31, Geographic Region 2019 2018 United States $ 1,559,533 $ 1,576,765 Rest of World 17,500 88,805 Total Revenue $ 1,577,033 $ 1,665,570 The Company had long-lived assets totaling $194,174 and $312,572 located in the United States and $9,823 and $14,295 located in the Rest of the World as of December 31, 2019 and 2018, respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 14 – Employee Benefit Plan The Company maintains a defined contribution benefit plan under section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company matches 100% up to a 3% contribution, and 50% over a 3% contribution, up to a maximum of 5%. During the years ended December 31, 2019 and 2018, the Company made matching contributions to the 401(k) Plan of $37,252 and $55,360, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events Novel Coronavirus In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States. On March 21, 2020 the Governor of New Jersey declared a health emergency and issued an order to close all nonessential businesses until further notice. As a maker of medical devices, Akers is deemed to be an essential business. Nonetheless, out of concern for our workers and pursuant to the government order, Akers has reduced the scope of its operations and where possible, certain workers are telecommuting from their homes. While the Company expects this matter to negatively impact its results of operations, cash flows and financial position, the related impact cannot be reasonably estimated at this time. Acquisition of Cystron On March 23, 2020, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with the members of Cystron Biotech, LLC (individually, each a “Seller,” and collectively, the “Sellers”), pursuant to which the Company will acquire 100% of the membership interests (the “Membership Interests”) of Cystron Biotech, LLC (“Cystron”). As consideration for the Membership Interests, the Company will deliver to the Sellers: (1) that number of newly issued shares of its common stock equal to 19.9% of the issued and outstanding shares of its common stock and pre-funded warrants as of the date of the MIPA, but, to the extent that the issuance of the Company’s common stock would result in any Seller owning in excess of 4.9% of its outstanding common stock, then, at such Seller’s election, such Seller may receive “common stock equivalent” preferred shares with a customary 4.9% blocker (with such common stock and preferred stock collectively referred to as “Common Stock Consideration”), and (2) $1,000,000. Additionally, the Company shall (A) make an initial payment to the Sellers of up to $1,000,000 upon its receipt of cumulative gross proceeds from the consummation of an initial equity offering after the date of the MIPA of $8,000,000, and (B) pay to Sellers an amount in cash equal to 10% of the gross proceeds in excess of $8,000,000 raised from future equity offerings after the date of the MIPA until the Sellers have received an aggregate additional cash consideration equal to $10,000,000. Upon the achievement of certain milestones, including the completion of a Phase 2 study that meets its primary endpoints, Sellers will be entitled to receive an additional 750,000 shares of the Company’s common stock or, in the event the Company is unable to obtain stockholder approval for the issuance of such shares, 750,000 shares of non-voting preferred stock that are valued following the achievement of such milestones and shall bear a 10% annual dividend (the “Milestone Shares”). Sellers will also be entitled to contingent payments from the Company of up to $20,750,000 upon the achievement of certain milestones, including the approval of a new drug application by the U.S. Food and Drug Administration (“FDA”). The Company shall also make quarterly royalty payments to Sellers equal to 5% of the net sales of a COVID-19 vaccine or combination product by the Company (the “COVID-19 Vaccine”) for a period of five (5) years following the first commercial sale of the COVID-19 Vaccine; provided, that such payment shall be reduced to 3% for any net sales of the COVID-19 Vaccine above $500 million. In addition, Sellers shall be entitled to receive 12.5% of the transaction value, as defined in the MIPA, of any change of control transaction, as defined in the MIPA, that occurs prior to the fifth (5th) anniversary of the closing date of the MIPA, provided that the Company is still developing the COVID-19 Vaccine at that time. Following the consummation of any change of control transaction, the Sellers shall not be entitled to any payments as described above under the MIPA. Support Agreement On March 23, 2020, as an inducement to enter into the MIPA, and as one of the conditions to the consummation of the transactions contemplated by the MIPA, the Sellers entered into a shareholder voting agreement with the Company (the “Support Agreement”), pursuant to which each Seller agreed to vote their shares of the Company’s common stock or preferred stock in favor of each matter proposed and recommended for approval by the Company’s management at every meeting of the stockholders and on any action or approval by written consent of the stockholders. Registration Rights Agreement To induce the Sellers to enter into the MIPA, on March 23, 2020, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Sellers, pursuant to which it shall by the 30th day following the closing of the transactions contemplated by the MIPA, file with the United States Securities and Exchange Commission (the “SEC”) an initial Registration Statement on Form S-3 (if such form is available for use by the Company at such time) or, otherwise, on Form S-1, covering all of the shares of our common stock issued, or underlying the preferred stock issued, at closing under the MIPA and to subsequently register the common stock issued or underlying the preferred stock issued at Milestone Shares. License Agreement Cystron is a party to a License and Development Agreement (the “Initial License Agreement”) with Premas Biotech PVT Ltd. (“Premas”). As a condition to the Company’s entry into the MIPA, Cystron amended and restated the Initial License Agreement on March 19, 2020 (as amended and restated, the “License Agreement”). Pursuant to the License Agreement, Premas granted Cystron, amongst other things, an exclusive license with respect to Premas’ vaccine platform for the development of a vaccine against COVID-19 and other corona virus infections. Upon the achievement of certain developmental milestones by Cystron, Cystron shall pay to Premas a total of up to $2,000,000. Series D Convertible Preferred Stock On March 24, 2020, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of New Jersey. Pursuant to the Certificate of Designation, in the event of the Company’s liquidation or winding up of its affairs, the holders of its Series D Convertible Preferred Stock (the “Preferred Stock”) will be entitled to receive the same amount that a holder of the Company’s common stock would receive if the Preferred Stock were fully converted (disregarding for such purposes any conversion limitations set forth in the Certificate of Designation) to common stock which amounts shall be paid pari passu with all holders of the Company’s common stock. Each share of Preferred Stock has a stated value equal to $0.01 (the “Stated Value”), subject to increase as set forth in Section 7 of the Certificate of Designation. A holder of Preferred Stock is entitled at any time to convert any whole or partial number of shares of Preferred Stock into shares of the Company’s common stock determined by dividing the Stated Value of the Preferred Stock being converted by the conversion price of $0.01 per share. A holder of Preferred Stock will be prohibited from converting Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s common stock then issued and outstanding (with such ownership restriction referred to as the “Beneficial Ownership Limitation”). However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company. Subject to the Beneficial Ownership Limitation, on any matter presented to our stockholders for their action or consideration at any meeting of the Company’s stockholders (or by written consent of stockholders in lieu of a meeting), each holder of Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of the Company’s common stock into which the shares of Preferred Stock beneficially owned by such holder are convertible as of the record date for determining stockholders entitled to vote on or consent to such matter (taking into account all Preferred Stock beneficially owned by such holder). Except as otherwise required by law or by the other provisions of the Company’s certificate of incorporation, the holders of Preferred Stock will vote together with the holders of the Company’s common stock and any other class or series of stock entitled to vote thereon as a single class. A holder of Preferred Stock shall be entitled to receive dividends as and when paid to the holders of the Company’s common stock on an as-converted basis. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying consolidated financial statements for the years ended December 31, 2019 and 2018 have been prepared in accordance and in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding consolidated financial information. On November 25, 2019, the Company effectuated a reverse stock split of its shares of Common Stock whereby every twenty-four (24) pre-split shares of Common Stock were exchanged for one (1) post-split share of the Company’s Common Stock (“Reverse Stock Split”). No fractional shares were issued in connection with the Reverse Stock Split and the remaining fractions were rounded up to the next whole share. Shareholders who would otherwise have held a fractional share of the Common Stock were given one additional full share of the Company’s Common Stock. Share amounts presented in these consolidated financial statements have been adjusted to reflect the Reverse Stock Split. |
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 are included in the following notes for revenue recognition, allowances for doubtful accounts, inventory valuations, impairment of intangible assets and valuation of share-based payments. |
Functional and Presentation Currency | (c) Functional and Presentation Currency These consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information presented in U.S. Dollars has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the consolidated statements 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 The Company considers all highly liquid investments, which include short-term bank deposits (up to 3 three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. |
Restricted Cash | (f) Restricted Cash At December 31, 2019, restricted cash included in non-current assets on the Company’s consolidated balance sheet was $115,094 representing cash in trust for the purpose of funding legal fees for certain litigations. |
Fair Value of Financial Instruments | (g) 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 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. Following is a description of the valuation methodologies used for assets measured at fair value as of December 31, 2019 and December 31, 2018. U.S. Agency Securities: Quoted Prices in Active Markets for Identical Assets or Liabilities Quoted Prices for Similar Assets or Liabilities in Active Markets Significant Unobservable Marketable securities at December 31, 2019 $ - $ 9,164,273 $ - Marketable securities at December 31, 2018 $ - $ 5,272,998 $ - Marketable securities comprise debt securities and include U.S. agency securities, which are classified as available for sale. The debt securities are valued at fair market value. Maturities of the securities are less than one year. Unrealized gains and losses relating to the available for sale investment securities were recorded in the Consolidated Statement of Changes in Shareholders’ Equity as comprehensive (loss) income. These amounts were an increase of $43,799 in unrealized gains for the year ended December 31, 2019 and $25,913 in unrealized losses for the year ended December 31, 2018. Gains and losses resulting from these sales amounted to a gain of $3,952 and a loss of $15,178 for the years ended December 31, 2019 and 2018, respectively. For the years ended December 31, 2019 and 2018, proceeds from the sale of marketable securities were $2,857,960 and $6,313,330, respectively. |
Trade Receivables and Allowance for Doubtful Accounts | (h) Trade Receivables 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 December 31, 2019, and 2018, allowances for doubtful accounts for trade receivables were $458,902 and $606,835. Bad debt expenses for trade receivables were $5,325 and $185,335 for the years ended December 31, 2019 and 2018. |
Deposits and Other Receivables | (i) Deposits and Other Receivables Further to the Company’s pursuit of strategic alternatives, pursuant to an unsecured promissory note dated July 4, 2019, on July 25, 2019 the Company advanced $100,000 to a company in the hemp related industry with which the Company had been considering a potential business transaction. Discussions with this party toward a potential transaction have been suspended. The unsecured promissory note became due on October 2, 2019 and the Company is pursuing collection of the obligation. For the year ended December 31, 2019, the Company established a reserve of $100,000 which is included in Administrative Expenses in the Consolidated Statement of Operations and Comprehensive Loss. |
Concentrations | (j) Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions and accounts receivable. At times, the Company’s cash in banks is in excess of the FDIC insurance limit. The Company has not experienced any loss as a result of these cash deposits. These cash balances are maintained with two banks. Major Customers For the year ended December 31, 2019, two customers generated 48% and 31% or 79% in the aggregate, of the Company’s revenues. For the year ended December 31, 2018, two customers generated 57% and 14%, or 71% in the aggregate, of the Company’s revenue. Five customers accounted for 30%, 18%, 12%, 12% and 11%, or 83% in the aggregate, and two customers accounted for 62% and 37%, or 99% in the aggregate, of trade receivables net of customer credits and allowances for doubtful accounts as of December 31, 2019 and 2018, respectively. These concentrations make the Company vulnerable to a near-term severe impact should these relationships be terminated. To limit such risks, the Company performs ongoing credit evaluations of its customers’ financial condition. Major Suppliers One supplier accounted for 43% and 14% of the Company’s purchases for the years ended December 31, 2019 and 2018, respectively. None of the Company’s suppliers accounted for more than 10% of the Company’s outstanding accounts payable as of December 31, 2019 and 2018. |
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)/expense” in the Consolidated Statement of Operations and Comprehensive Loss. Depreciation is recognized in profit and loss on the accelerated basis over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Plant and equipment 5-12 Furniture and fixtures 5-10 Computer equipment & software 3-5 Leasehold Improvements Shorter of the Depreciation methods, useful lives and residual values are reviewed at each reporting date. |
Intangible Assets | (l) Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge to our Consolidated Statements of Operations and Comprehensive Loss. 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 December 31, 2019, the Company has ten patents from the United States Patent Office in effect Other patents are in effect in Australia through the Design Registry European Union Patents, in Hong Kong and in Japan. Patents are in the national phase of prosecution in many Patent Cooperation Treaty participating countries. Additional proprietary technology consists of numerous different inventions. Management intends to protect all other intellectual property (e.g. copyrights, trademarks and trade secrets) using all legal remedies available to the Company. 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 and assessed for impairment when necessary. Patent pending costs for patents that are not approved are charged to the consolidated statements of operations and comprehensive loss 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 and assessed for impairment when necessary. 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. 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 |
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 Beginning on January 1, 2019, the Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation The Company does not have any significant contracts with customers requiring performance beyond delivery. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the product transfers to our customer, which generally occurs upon delivery to the customer but can also occur when goods are shipped by the Company, depending on the shipment terms of the contract. The Company’s performance obligations are satisfied at that time. The Company has not historically experienced customer returns of its products. The Company uses the most likely amount approach to determine the variable consideration of the transaction price in order to account for the contractual rebates and incentives that are estimated and adjusted for over time. The Company provides for rebates to its distributors. The Company’s accrued rebates and incentives were $20,002 and $23,179, as of December 31, 2019 and 2018, respectively. Accounts receivable will be reduced when the rebates are applied by the customer. The Company recognized $130,577 and $105,247 for the years ended December 31, 2019 and 2018 for rebates, respectively, which is included as a reduction of product revenue in the Consolidated Statement of Operations and Comprehensive Loss. See Note 13 for disaggregation of revenue by product line and geographic region. |
Income Taxes | (p) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. For the years ended December 31, 2019 and 2018, no liability for unrecognized tax benefits was required to be reported. There is no income tax benefit for the losses for the years ended December 31, 2019 and 2018 since management has determined that the realization of the net deferred assets is not assured and has created a valuation allowance for the entire amount of such tax benefits. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2019 and 2018. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
Shipping and Handling Fees and Costs | (q) Shipping and Handling Fees and Costs The Company charges actual shipping costs plus a handling fee to customers, which amounted to $38,131 and $50,518 for the years ended December 31, 2019 and 2018. These fees are classified as product revenue in the Consolidated Statement of Operations and Comprehensive Loss. Shipping and other related delivery costs, including those for incoming raw materials are classified as product cost of sales, which amounted to $46,534 and $93,558 for the years ended December 31, 2019 and 2018, respectively. |
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 Financial Accounting Standards Board (FASB) Accounting Standards Codification (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 the requisite service periods using the straightline method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. Prior to this Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock based awards as they occur. |
Basic and Diluted Earnings Per Share of Common Stock | (t) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is 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. Diluted net loss per share is computed using the weighted average number of common and dilutive potential common shares outstanding during the period. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Years Ended December 31, 2019 2018 Stock Options 40 443 Restricted Stock Units 15,603 - Warrants to purchase Common Stock 247,215 88,015 Pre-funded Warrants to purchase Common Stock 795,000 - Warrants to purchase Series C Preferred stock 1,990,000 - Total potentially dilutive shares 3,047,858 88,458 |
Recently Issued Accounting Pronouncements | (u) Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted As an emerging growth company (“EGC”), Akers had elected to adopt recently issued accounting pronouncements based on effective dates applicable to other than public business entities. The Company lost its EGC status on December 31, 2019 as it was the last day of the fiscal year following the fifth anniversary of the effective date of its registration statement on January 23, 2014. Accordingly, effective January 1, 2020, Akers will adopt recently issued accounting pronouncements on dates applicable to public companies. 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 for entities other than public business entities, and to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period for public business entities. The Company has elected to apply the modified retrospective method and the impact was determined to be immaterial on the consolidated financial statements. Accordingly, the new revenue standard was applied prospectively in our consolidated financial statements from January 1, 2019 forward and reported financial information for historical comparable periods will not be revised and will continue to be reported under the accounting standards in effect during those historical periods. The Company determined that its methods of recognizing revenues were not impacted by the new guidance. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is effective for public business entities, certain not-for-profit entities, and certain employee benefit plans for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, ASU 2018-07 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company early adopted ASC 2018-07 effective January 1, 2019. There was no material impact on the Company’s consolidated financial statements upon this adoption. In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements, to makes changes to a variety of topics to clarify, correct errors in, or make minor improvements to the Accounting Standards Codification. Certain items of the amendments in ASU 2018-09 will be effective for the Company in annual periods beginning after December 15, 2018. The adoption of ASU 2018-09 did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Adopted In February 2016, the FASB issued ASU 2016-02—Leases (Topic 842) (“ASU-2016-02”), which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the effect this guidance will have on its consolidated financial statements and related disclosure, and anticipates the guidance to result in increases in its assets and liabilities as its operating lease commitment will be subject to the new standard and recognized as right-of-use assets and lease liabilities. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s consolidated financial statements upon the adoption of this ASU. |
Reclassifications | (v) Reclassifications Certain reclassifications were made to the reported amounts in these consolidated financial statements as of December 31, 2018 to conform to the presentation as of December 31, 2019. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Marketable Securities | Quoted Prices in Active Markets for Identical Assets or Liabilities Quoted Prices for Similar Assets or Liabilities in Active Markets Significant Unobservable Marketable securities at December 31, 2019 $ - $ 9,164,273 $ - Marketable securities at December 31, 2018 $ - $ 5,272,998 $ - |
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 |
Schedule of Estimated Useful Life of Other Intangible Assets | The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Patents and trademarks 12-17 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Years Ended December 31, 2019 2018 Stock Options 40 443 Restricted Stock Units 15,603 - Warrants to purchase Common Stock 247,215 88,015 Pre-funded Warrants to purchase Common Stock 795,000 - Warrants to purchase Series C Preferred stock 1,990,000 - Total potentially dilutive shares 3,047,858 88,458 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: December 31, 2019 2018 Raw Materials $ 274,551 $ 542,761 Sub-Assemblies 303,461 711,181 Finished Goods 28,223 635,565 Reserve for Obsolescence (407,250 ) (1,304,240 ) $ 198,985 $ 585,267 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consists of the following: December 31, 2019 2018 Computer Equipment $ 17,514 $ 17,514 Computer Software 7,806 7,806 Office Equipment 39,959 39,959 Furniture & Fixtures 38,357 38,357 Machinery & Equipment 1,138,004 1,153,830 Molds & Dies 645,272 645,272 Leasehold Improvements 249,960 249,960 2,136,872 2,152,698 Less Accumulated Depreciation 2,103,298 2,069,242 $ 33,574 $ 83,456 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets as of December 31, 2019 and 2018 are as follows: December 31, 2019 Cost or Accumulated Net Deemed Amortization Book Cost and Impairment Value Patents & Trademarks $ 2,626,996 $ (2,456,573 ) $ 170,423 Distributors & Customer Relationships 1,270,639 (1,270,639 ) - Total $ 3,897,635 $ (3,727,212 ) $ 170,423 December 31, 2018 Cost or Accumulated Net Deemed Amortization Book Cost and Impairment Value Patents & Trademarks $ 2,626,996 $ (2,383,585 ) $ 243,411 Distributors & Customer Relationships 1,270,639 (1,270,639 ) - Total $ 3,897,635 $ (3,654,224 ) $ 243,411 |
Schedule of Estimated Aggregate Amortization Expense of Fiscal Years | The following is an annual schedule of approximate future amortization of the Company’s intangible assets: Period Amount 2020 35,497 2021 35,497 2022 35,497 2023 28,414 2024 28,414 Thereafter 7,104 Total $ 170,423 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payables | Trade and other payables consist of the following: December 31, 2019 2018 Trade Payables $ 657,293 $ 686,578 Accrued Expenses 812,722 1,227,172 Deferred Compensation 59,750 59,750 $ 1,529,765 $ 1,973,500 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Stock Options Activity | The following table summarizes the option activities for the years ended December 31, 2019: Weighted Average Weighted Weighted Remaining Number Average Average Contractual Aggregate of Exercise Grant Date Term Intrinsic Shares Price Fair Value (years) Value Balance at December 31, 2018 443 $ 729.41 $ 417.88 0.43 $ - Granted - - - - - Exercised - - - - - Forfeited (284 ) 703.15 374.92 0.74 - Canceled/Expired (119 ) 957.90 609.87 - - Balance at December 31, 2019 40 $ 236.16 $ 151.68 0.99 $ - Exercisable as of December 31, 2019 40 $ 236.16 $ 151.68 0.99 $ - |
Summary of Restricted Stock Units Activity | The Company stock underlying these RSUs was subject to a lock-up through March 3, 2020. Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2018 - $ - Granted 15,603 23.28 Exercised - - Forfeited - - Canceled/Expired - - Balance at December 31, 2019 15,603 $ 23.28 Exercisable as of December 31, 2019 - $ - |
Summary of Warrant Activity | The table below summarizes the warrant activity for the year ended December 31, 2019: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2018 88,015 $ 74.65 4.20 $ - Granted 159,200 5.00 5.00 - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2019 247,215 $ 29.79 4.72 $ - Exercisable as of December 31, 2019 247,215 $ 29.79 4.72 $ - |
Pre-funded Common Stock Warrants [Member] | |
Summary of Warrant Activity | The table below summarizes the pre-funded warrant activity for the year ended December 31, 2019: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2018 - $ - - $ - Granted 1,376,500 0.0001 - - Exercised 581,500 0.0001 - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2019 795,000 $ 0.0001 - $ - Exercisable as of December 31, 2019 795,000 $ 0.0001 - $ - |
Preferred Series C Stock Warrants [Member] | |
Summary of Warrant Activity | The table below summarizes the activity for the warrants issued in December 2019 in connection with a capital raise, for the purchase of preferred series C shares, for the year ended December 31, 2019: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2018 - $ - - $ - Granted 1,990,000 4.00 5.00 - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2019 1,990,000 $ 4.00 5.00 $ - Exercisable as of December 31, 2019 1,990,000 $ 4.00 5.00 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit)/ Provision | The Company’s income tax (benefit)/provision is as follows: Years Ended December 31, 2019 2018 Current $ - $ - Deferred (738,000 ) (2,941,000 ) Change in Valuation Allowance 738,000 2,941,000 Income Tax Benefit $ - $ - |
Schedule of Reconciliation of Income Taxes Using Statutory U.S. Income Tax Rate and Benefit from Income Taxes | The reconciliation of income taxes using the statutory U.S. income tax rate and the benefit from income taxes for the years ended December 31, 2019 and 2018 are as follows: Years Ended December 31, 2019 2018 Statutory U.S. Federal Income Tax Rate (21.0 )% (21.0 )% New Jersey State income taxes, net of U.S. Federal tax effect (5.1 )% (5.1 )% True-up for prior year deferred tax assets 5.9 % (0.9 )% Other 1.2 % (0.1 )% Change in Valuation Allowance 19.0 % 27.1 % Net 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Related Valuation Allowances | The principal components of the deferred tax assets and related valuation allowances as of December 31, 2019 and 2018 are as follows: Years Ended December 31, 2019 2018 Reserves and other $ 508,000 $ 523,000 Net operating loss carry-forwards 19,196,000 18,417,000 Research and development tax credit 455,000 481,000 Valuation Allowance (20,159,000 ) (19,421,000 ) Net $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Commitments | The schedule of lease commitments is as follows: Thorofare Lease Next 12 months $ 132,000 Next 13-24 months 139,200 $ 271,200 |
Revenue Information (Tables)
Revenue Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Product Lines | Revenue by product lines was as follows: Years Ended December 31, Product Line 2019 2018 MicroParticle Catalyzed Biosensor (“MPC”) $ 126,150 $ 123,941 Particle ImmunoFiltration Assay (“PIFA”) 1,327,752 1,422,361 Rapid Enzymatic Assay (“REA”) 85,000 68,750 Other 38,131 50,518 Total Revenue $ 1,577,033 $ 1,665,570 |
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: Years Ended December 31, Geographic Region 2019 2018 United States $ 1,559,533 $ 1,576,765 Rest of World 17,500 88,805 Total Revenue $ 1,577,033 $ 1,665,570 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | Nov. 25, 2019 | Jul. 25, 2019USD ($) | Dec. 31, 2019USD ($)Breathalyzers | Dec. 31, 2018USD ($)Breathalyzers |
Reverse stock split | On November 25, 2019, the Company effectuated a reverse stock split of its shares of Common Stock whereby every twenty-four (24) pre-split shares of Common Stock were exchanged for one (1) post-split share of the Company's Common Stock ("Reverse Stock Split"). | |||
Restricted cash | $ 115,094 | $ 500,000 | ||
Maturities of securities | less than one year | |||
Increase in unrealized gain on securities | $ 43,799 | |||
Increase in unrealized loss on securities | 25,913 | |||
Marketable securities gain (loss) | 3,952 | (15,178) | ||
Proceeds from sale of marketable securities | 2,857,960 | 6,313,330 | ||
Allowances for doubtful accounts for trade receivables | 458,902 | 606,835 | ||
Bad debt expenses | 5,325 | 185,335 | ||
Accrued liabilities | 20,002 | 23,179 | ||
Rebates recognized during period | $ 130,577 | 105,247 | ||
Income tax examination, likelihood percentage | The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. | |||
Unrecognized tax benefits | ||||
Income tax benefit | ||||
Accrued for penalties and interest | ||||
Product cost of sales | 1,098,286 | 1,538,285 | ||
Cost of net revenue | 46,534 | 93,558 | ||
Shipping and Handling [Member] | ||||
Product cost of sales | $ 38,131 | $ 50,518 | ||
Sales Revenue, Net [Member] | ||||
Concentration risk percentage | 79.00% | 71.00% | ||
Concentration risk, number of customer | Breathalyzers | 2 | 2 | ||
Sales Revenue, Net [Member] | Customer One [Member] | ||||
Concentration risk percentage | 48.00% | 57.00% | ||
Sales Revenue, Net [Member] | Customer Two [Member] | ||||
Concentration risk percentage | 31.00% | 14.00% | ||
Trade Receivable [Member] | ||||
Concentration risk percentage | 83.00% | 99.00% | ||
Concentration risk, number of customer | Breathalyzers | 5 | 2 | ||
Trade Receivable [Member] | Customer One [Member] | ||||
Concentration risk percentage | 30.00% | 62.00% | ||
Trade Receivable [Member] | Customer Two [Member] | ||||
Concentration risk percentage | 18.00% | 37.00% | ||
Trade Receivable [Member] | Customer Three [Member] | ||||
Concentration risk percentage | 12.00% | |||
Trade Receivable [Member] | Customer Four [Member] | ||||
Concentration risk percentage | 12.00% | |||
Trade Receivable [Member] | Customer Five [Member] | ||||
Concentration risk percentage | 11.00% | |||
Cost of Goods [Member] | Supplier One [Member] | ||||
Concentration risk percentage | 43.00% | 14.00% | ||
Concentration risk, number of supplier | Breathalyzers | 1 | 1 | ||
Accounts Payable [Member] | No Supplier [Member] | ||||
Concentration risk percentage | 10.00% | 10.00% | ||
Concentration risk, number of supplier | Breathalyzers | 0 | 0 | ||
Administrative Expenses [Member] | ||||
Deposit reserve made | $ 100,000 | |||
Unsecured Promissory Note [Member] | ||||
Advances to related party | $ 100,000 | |||
Maturity date | Oct. 2, 2019 | |||
Minimum [Member] | ||||
Normal credit terms extended to customers | 30 days | |||
Maximum [Member] | ||||
Normal credit terms extended to customers | 90 days | |||
Long-lived intangible assets estimated useful lives | 17 years |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Marketable Securities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Level 1 [Member] | ||
Marketable securities | ||
Level 2 [Member] | ||
Marketable securities | 9,164,273 | 5,272,998 |
Level 3 [Member] | ||
Marketable securities |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Estimated Useful Life of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
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 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Estimated Useful Life of Other Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Maximum [Member] | |
Amortization of estimated useful life | 17 years |
Patents and Trademarks [Member] | Minimum [Member] | |
Amortization of estimated useful life | 12 years |
Patents and Trademarks [Member] | Maximum [Member] | |
Amortization of estimated useful life | 17 years |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total potentially dilutive shares | 3,047,858 | 88,458 |
Stock Options [Member] | ||
Total potentially dilutive shares | 40 | 443 |
Restricted Stock Units [Member] | ||
Total potentially dilutive shares | 15,603 | |
Warrants to Purchase Common Stock [Member] | ||
Total potentially dilutive shares | 247,215 | 88,015 |
Pre-Funded Warrants to Purchase Common Stock [Member] | ||
Total potentially dilutive shares | 795,000 | |
Warrants to Purchase Series C Preferred Stock [Member] | ||
Total potentially dilutive shares | 1,990,000 |
Recent Developments, Liquidit_2
Recent Developments, Liquidity and Management's Plans (Details Narrative) - Subsequent Event [Member] - USD ($) | Mar. 23, 2020 | Mar. 19, 2020 |
Cash and marketable securities | $ 8,800,000 | |
Restricted cash | 115,094 | |
Working capital | $ 8,300,000 | |
Cystron Biotech, LLC [Member] | ||
Ownership pecentage | 100.00% |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Inventory write down | $ 371,997 | $ 279,029 |
Inventory reserved | 407,250 | 1,304,240 |
Increase decrease in reserve for obsolescence | $ 896,990 | |
BreathScan OxiChek [Member] | ||
Inventory reserved | 279,031 | |
Increase decrease in reserve for obsolescence | 91,632 | |
Cost of goods sold for obsolete inventory | $ 187,399 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 274,551 | $ 542,761 |
Sub-Assemblies | 303,461 | 711,181 |
Finished Goods | 28,223 | 635,565 |
Reserve for Obsolescence | (407,250) | (1,304,240) |
Total Inventory, Net | $ 198,985 | $ 585,267 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 34,056 | $ 63,378 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 2,136,872 | $ 2,152,698 |
Accumulated Depreciation | 2,103,298 | 2,069,242 |
Property, Plant and Equipment, Net | 33,574 | 83,456 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 17,514 | 17,514 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 7,806 | 7,806 |
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 | 38,357 | 38,357 |
Machinery & Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 1,138,004 | 1,153,830 |
Molds & Dies [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 645,272 | 645,272 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 249,960 | $ 249,960 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of intangible asset | $ 32,980 | $ 716,148 |
Amortization expense | $ 40,008 | $ 171,108 |
Intangible Assets - Schedule o
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost or Deemed Cost | $ 3,897,635 | $ 3,897,635 |
Accumulated Amortization and Impairment | (3,727,212) | (3,654,224) |
Net Book Value, Beginning Balance | 170,423 | 243,411 |
Patents & Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost or Deemed Cost | 2,626,996 | 2,626,996 |
Accumulated Amortization and Impairment | (2,456,573) | (2,383,585) |
Net Book Value, Beginning Balance | 170,423 | 243,411 |
Distributor & Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost or Deemed Cost | 1,270,639 | 1,270,639 |
Accumulated Amortization and Impairment | (1,270,639) | (1,270,639) |
Net Book Value, Beginning Balance |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Estimated Aggregate Amortization Expense of Fiscal Years (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 35,497 | |
2021 | 35,497 | |
2022 | 35,497 | |
2023 | 28,414 | |
2024 | 28,414 | |
Thereafter | 7,104 | |
Total | $ 170,423 | $ 243,411 |
Trade and Other Payables - Sche
Trade and Other Payables - Schedule of Trade and Other Payables (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Trade Payables | $ 657,293 | $ 686,578 |
Accrued Expenses | 812,722 | 1,227,172 |
Deferred Compensation | 59,750 | 59,750 |
Trade and Other Payables, Total | $ 1,529,765 | $ 1,973,500 |
Share-based Compensation (Detai
Share-based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 29, 2019 | Dec. 07, 2018 | Aug. 07, 2017 | Jan. 23, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value | ||||||
Stock options expenses | 6,931 | |||||
Restricted stock unit expense | $ 362,005 | |||||
Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value exercise price of options | $ 3.20 | |||||
Common Stock Warrants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value exercise price of options | 3.20 | |||||
Preferred Series 'C' Warrants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value exercise price of options | 3.20 | |||||
Restricted Stock Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value | $ 23.28 | |||||
Restricted Stock Units [Member] | Three Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized during period | 5,201 | |||||
Grant date fair value | $ 23.28 | |||||
2013 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized during period | 4,323 | |||||
Amended Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of available for grants | 1,470 | |||||
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 | 2,853 | |||||
2017 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized during period | 7,031 | |||||
Number of available for grants | 3,967 | |||||
2017 Stock Incentive 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 | 3,064 | |||||
2018 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized during period | 78,125 | |||||
Number of available for grants | 62,522 | |||||
2018 Stock Incentive 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 | 15,603 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Stock Options Activity (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Shares, Beginning Balance | shares | 443 |
Number of Shares, Granted | shares | |
Number of Shares, Exercised | shares | |
Number of Shares, Forfeited | shares | (284) |
Number of Shares, Cancelled/Expired | shares | (119) |
Number of Shares, Ending Balance | shares | 40 |
Number of Shares, Exercisable | shares | 40 |
Weighted Average Exercise Price, Beginning Balance | $ 729.41 |
Weighted Average Exercise Price, Granted | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Forfeited | 703.15 |
Weighted Average Exercise Price, Cancelled/Expired | 957.90 |
Weighted Average Exercise Price, Ending Balance | 236.16 |
Weighted Average Exercise Price, Exercisable | 236.16 |
Weighted Average Grant Date Fair Value, Beginning | 417.88 |
Weighted Average Grant Date Fair Value, Granted | |
Weighted Average Grant Date Fair Value, Exercised | |
Weighted Average Grant Date Fair Value, Forfeited | 374.92 |
Weighted Average Grant Date Fair Value, Cancelled/Expired | 609.87 |
Weighted Average Grant Date Fair Value, Ending | 151.68 |
Weighted Average Grant Date Fair Value, Exercisable | $ 151.68 |
Weighted Average Remaining Contractual Term (Years), Beginning | 5 months 5 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 | 8 months 26 days |
Weighted Average Remaining Contractual Term (Years), Cancelled/Expired | 0 years |
Weighted Average Remaining Contractual Term (Years), Ending | 11 months 26 days |
Weighted Average Remaining Contractual Term (Years), Exercisable | 11 months 26 days |
Aggregate Intrinsic Value, Beginning Balance | $ | |
Aggregate Intrinsic Value, Ending Balance | $ | |
Aggregate Intrinsic Value, Exercisable | $ |
Share-based Compensation - Su_2
Share-based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of RSUs, Beginning Balance | shares | |
Number of RSUs, Granted | shares | 15,603 |
Number of RSUs, Exercised | shares | |
Number of RSUs, Forfeited | shares | |
Number of RSUs, Cancelled/Expired | shares | |
Number of RSUs, Ending Balance | shares | 15,603 |
Number of RSUs, Exercisable | shares | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 23.28 |
Weighted Average Grant Date Fair Value, Exercised | $ / shares | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Weighted Average Grant Date Fair Value, Cancelled/Expired | $ / shares | |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | 23.28 |
Weighted Average Grant Date Fair Value, Exercisable | $ / shares |
Share-based Compensation - Su_3
Share-based Compensation - Summary of Warrant Activity (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Common Stock Warrants [Member] | |
Number of Warrants, Beginning Balance | shares | 88,015 |
Number of Warrants, Granted | shares | 159,200 |
Number of Warrants, Exercised | shares | |
Number of Warrants, Forfeited | shares | |
Number of Warrants, Cancelled/Expired | shares | |
Number of Warrants, Ending Balance | shares | 247,215 |
Number of Warrants, Exercisable | shares | 247,215 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 74.65 |
Weighted Average Exercise Price, Granted | $ / shares | 5 |
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 | 29.79 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 29.79 |
Weighted Average Remaining Contractual Term (years), Beginning | 4 years 2 months 12 days |
Weighted Average Remaining Contractual Term (years), Granted | 5 years |
Weighted Average Remaining Contractual Term (years), Ending | 4 years 8 months 19 days |
Weighted Average Remaining Contractual Term (years), Exercisable | 4 years 8 months 19 days |
Aggregate Intrinsic Value, Beginning | $ | |
Aggregate Intrinsic Value, Ending | $ | |
Aggregate Intrinsic Value, Exercisable | $ | |
Pre-funded Common Stock Warrants [Member] | |
Number of Warrants, Beginning Balance | shares | |
Number of Warrants, Granted | shares | 1,376,500 |
Number of Warrants, Exercised | shares | (581,500) |
Number of Warrants, Forfeited | shares | |
Number of Warrants, Cancelled/Expired | shares | |
Number of Warrants, Ending Balance | shares | 795,000 |
Number of Warrants, Exercisable | shares | 795,000 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | |
Weighted Average Exercise Price, Granted | $ / shares | 0.0001 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.0001 |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | 0.0001 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.0001 |
Weighted Average Remaining Contractual Term (years), Beginning | 0 years |
Weighted Average Remaining Contractual Term (years), Granted | 0 years |
Weighted Average Remaining Contractual Term (years), Ending | 0 years |
Weighted Average Remaining Contractual Term (years), Exercisable | 0 years |
Aggregate Intrinsic Value, Beginning | $ | |
Aggregate Intrinsic Value, Ending | $ | |
Aggregate Intrinsic Value, Exercisable | $ | |
Preferred Series C Stock Warrants [Member] | |
Number of Warrants, Beginning Balance | shares | |
Number of Warrants, Granted | shares | 1,990,000 |
Number of Warrants, Exercised | shares | |
Number of Warrants, Forfeited | shares | |
Number of Warrants, Cancelled/Expired | shares | |
Number of Warrants, Ending Balance | shares | 1,990,000 |
Number of Warrants, Exercisable | shares | 1,990,000 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | |
Weighted Average Exercise Price, Granted | $ / shares | 4 |
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 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 4 |
Weighted Average Remaining Contractual Term (years), Beginning | 0 years |
Weighted Average Remaining Contractual Term (years), Granted | 5 years |
Weighted Average Remaining Contractual Term (years), Ending | 5 years |
Weighted Average Remaining Contractual Term (years), Exercisable | 5 years |
Aggregate Intrinsic Value, Beginning | $ | |
Aggregate Intrinsic Value, Ending | $ | |
Aggregate Intrinsic Value, Exercisable | $ |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Dec. 09, 2019 | Nov. 02, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 30, 2019 |
Increase in authorized common stock | 100,000,000 | ||||
Fair value of common stock issued based on date of grant | $ 2,147,778 | ||||
Preferred stock, par value | |||||
Public Offering [Member] | |||||
Offering costs | $ 306,222 | ||||
Public Offering [Member] | Warrant Holders [Member] | |||||
Number of warrants to purchase shares of common stock | 199,055 | ||||
Warrant exercise price | $ 34.58 | ||||
Proceeds from issuance of warrants | $ 7,155,200 | ||||
Public Offering [Member] | Pre-Funded Warrant Holders [Member] | |||||
Number of warrants to purchase shares of common stock | 581,500 | ||||
Warrant exercise price | $ 0.0001 | ||||
Proceeds from issuance of warrants | $ 58 | ||||
Series B Preferred Stock [Member] | |||||
Conversion of stock | 1,755 | ||||
Preferred stock, par value | |||||
Conversion of stock, shares issued | 60,943 | ||||
November 2018 Warrants [Member] | |||||
Warrant exercise price | $ 90.24 | ||||
Warrant maturity date | Nov. 1, 2023 | ||||
Common stock outstanding percentage | 4.99% | ||||
Pre-funded Warrants [Member] | |||||
Warrant exercise price | $ 0.0001 | ||||
Common stock outstanding percentage | 4.99% | ||||
Preferred 'C' Warrants [Member] | |||||
Warrant exercise price | $ 4 | ||||
Common stock outstanding percentage | 4.99% | ||||
Warrant expiration term description | Expire five years from December 30, 2019 | ||||
Underwriters Warrants [Member] | |||||
Warrant exercise price | $ 5 | ||||
Common stock outstanding percentage | 4.99% | ||||
Warrant expiration term description | Expire five years from December 30, 2019 | ||||
Former Executive Officer [Member] | |||||
Number of common stock issued, shares | 131 | ||||
Fair value of common stock issued based on date of grant | $ 11,000 | ||||
October 2018 Employment Agreement [Member] | Mr. Yeaton [Member] | 2017 Plan [Member] | |||||
Number of common stock issued, shares | 1,563 | 314 | |||
Fair value of common stock issued based on date of grant | $ 27,367 | $ 16,702 | |||
Purchase Agreement [Member] | |||||
Number of common stock shares sold | 613,500 | 30,070 | |||
Warrant exercise price | $ 4 | ||||
Proceeds from issuance of offering | $ 6,965,636 | $ 1,950,000 | |||
Offering costs | 994,227 | $ 50,000 | |||
Proceeds from issuance of warrants | $ 6,965,636 | ||||
Purchase Agreement [Member] | November 2018 Warrants [Member] | |||||
Number of warrants to purchase shares of common stock | 28,937 | ||||
Warrant exercise price | $ 69.12 | ||||
Purchase Agreement [Member] | Pre-funded Warrants [Member] | |||||
Number of warrants to purchase shares of common stock | 1,376,500 | ||||
Purchase Agreement [Member] | Pre-funded Warrants [Member] | Offering [Member] | |||||
Warrant exercise price | $ 3.9999 | ||||
Purchase Agreement [Member] | Preferred 'C' Warrants [Member] | |||||
Number of warrants to purchase shares of common stock | 1,990,000 | ||||
Purchase Agreement [Member] | Underwriters Warrants [Member] | |||||
Number of warrants to purchase shares of common stock | 159,200 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation allowance for deferred tax assets | $ 20,159,000 | $ 19,421,000 |
Change in valuation allowance | $ 738,000 | 2,941,000 |
Income tax description | During December 2019, the shares issued to investors in the capital raise resulted in a greater than 50% change in ownership under the Internal Revenue Service regulations. This change in ownership will result in limitations to the amount of net operating loss carryforwards that may be utilized in future years to offset future taxable income. | |
Unrecognized tax benefits | ||
Interest or penalties on unrecognized tax benefits | ||
Uncertain tax positions, accrued | ||
Federal [Member] | ||
Net operating loss carry forwards | $ 79,678,000 | 80,500,000 |
Operating loss carryforwards expiration date | Dec. 31, 2039 | |
New Jersey State [Member] | ||
Net operating loss carry forwards | $ 28,855,000 | $ 29,700,000 |
Operating loss carryforwards expiration date | Dec. 31, 2026 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax (Benefit)/ Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | (738,000) | (2,941,000) |
Change in Valuation Allowance | 738,000 | 2,941,000 |
Income Tax Benefit |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Taxes using Statutory U.S. Income Tax Rate and Benefit from Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. Federal Income Tax Rate | (21.00%) | (21.00%) |
New Jersey State income taxes, net of U.S. Federal tax effect | (5.10%) | (5.10%) |
True-up for prior year deferred tax assets | 5.90% | (0.90%) |
Other | 1.20% | (0.10%) |
Change in Valuation Allowance | 19.00% | 27.10% |
Net | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Related Valuation Allowances (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Reserves and other | $ 508,000 | $ 523,000 |
Net operating loss carry-forwards | 19,196,000 | 18,417,000 |
Research and development tax credit | 455,000 | 481,000 |
Valuation Allowance | (20,159,000) | (19,421,000) |
Net |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Nov. 11, 2019 | Jul. 25, 2019 | Jul. 24, 2019 | Jul. 19, 2019 | Jun. 21, 2019 | Apr. 02, 2019 | Mar. 08, 2019 | Jan. 14, 2019 | Nov. 15, 2018 | Oct. 09, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Lease agreement, description | The Company previously maintained an office lease in Ramsey, New Jersey and a warehouse lease in Pitman, New Jersey. These two leases ended during 2019. | ||||||||||||
Lease expense | $ 54,761 | $ 66,225 | |||||||||||
Royalty expenses | 86,519 | 59,584 | |||||||||||
Insurance coverage | 500,000 | ||||||||||||
Number of common stock shares issued for compensation services, value | 10,802 | ||||||||||||
Douglas Carrara [Member] | Severance Pay [Member] | |||||||||||||
Loss Contingency, Damages Sought, Value | 200,000 | ||||||||||||
Douglas Carrara [Member] | Attorneys' Fees [Member] | |||||||||||||
Payment of attorney' fees | 10,000 | ||||||||||||
Advisor One [Member] | |||||||||||||
Number of common stock shares issued for compensation services, value | $ 25,000 | ||||||||||||
Advisor Two [Member] | |||||||||||||
Number of common stock shares issued for compensation services, value | 25,000 | ||||||||||||
Novotek Therapeutics Inc., and NovoTek Pharmaceuticals Limited [Member] | |||||||||||||
Loss Contingency, Damages Sought, Value | $ 1,551,562 | ||||||||||||
Neelima Varma and St.David's [Member] | |||||||||||||
Loss contingency, seeking description | On July 25, 2019, the Company was notified that on July 23, 2019, a complaint was filed by Neelima Varma, against the Company and St. David's Healthcare Partnership, L.P., LLP ("St. David's"), in the district court of Travis County, Texas, alleging, among other things, negligence, gross negligence and strict product liability, breach of express warranty, breach of implied warranty and fraudulent misrepresentation and omission, with respect to a medical device which the Company had sold through one its distributors to St. David's. Ms. Varma is seeking aggregate monetary relief from the Company and St. David's in excess of $1,000,000. | ||||||||||||
St.David's [Member] | |||||||||||||
Loss contingency, seeking excess value | $ 1,000,000 | ||||||||||||
ChubeWorkx [Member] | |||||||||||||
Royalty expenses | 4,906 | ||||||||||||
Thorofare Lease [Member] | |||||||||||||
Lease agreement, expiration date | Dec. 31, 2021 | ||||||||||||
Rent expense | $ 164,233 | $ 164,996 | |||||||||||
Settlement Agreement [Member] | |||||||||||||
Settlement payment | $ 2,250,000 | ||||||||||||
Settlement agreed amount | $ 2,250,000 | ||||||||||||
Loss Contingency, Damages Sought, Value | $ 50,000 | ||||||||||||
Stock to be issued for settlement during the period | 1,667 | ||||||||||||
Stock to be issued for settlement during the period, value | 10,802 | ||||||||||||
Settlement Agreement [Member] | Watts Action [Member] | |||||||||||||
Payment of attorney' fees | $ 200,000 | ||||||||||||
Settlement Agreement [Member] | Watts and Chan Action [Member] | |||||||||||||
Payment of attorney' fees | $ 325,000 | ||||||||||||
Settlement Agreement [Member] | Pulse Health LLC [Member] | |||||||||||||
Settlement payment | $ 930,000 | ||||||||||||
Settlement Agreement [Member] | ChubeWorkx [Member] | |||||||||||||
Percentage of royalty received | 5.00% | ||||||||||||
Percentage of royalty retain | 50.00% | ||||||||||||
Due to related parties owned | $ 549,609 | $ 549,609 | |||||||||||
Settlement Agreement [Member] | ChubeWorkx [Member] | Royalty [Member] | |||||||||||||
Royalty revenue | $ 5,000,000 | ||||||||||||
Marketing Contract [Member] | Minimum [Member] | |||||||||||||
Loss Contingency, Damages Sought, Value | $ 220,500 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Lease Commitments (Details) - Thorofare Lease [Member] | Dec. 31, 2019USD ($) |
Lease commitments, Next 12 months | $ 132,000 |
Lease commitments, Next 13-24 months | 139,200 |
Total lease commitments | $ 271,200 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Dec. 31, 2018 | Mar. 09, 2015 | Dec. 31, 2019 | Dec. 31, 2018 |
Impairment of intangible assets | $ 32,980 | $ 716,148 | ||
Financial Consulting Strategies LLC [Member] | ||||
Trade and other payables - related Party | $ 29,407 | 18,323 | 29,407 | |
Paid to related party | 38,888 | 104,749 | ||
Hainan Savy Akers Biosciences, Ltd [Member] | ||||
Proceeds from contributed capital | $ 64,091 | |||
Ownership percentage | 19.90% | |||
Impairment of intangible assets | $ 64,092 | |||
Payments to acquire plastic and electronic components | $ 20,936 | |||
Trade and other payables - related Party | $ 0 |
Revenue Information (Details Na
Revenue Information (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
United States [Member] | ||
Long-lived assets | $ 194,174 | $ 312,572 |
Rest of World [Member] | ||
Long-lived assets | $ 9,823 | $ 14,295 |
Revenue Information - Schedule
Revenue Information - Schedule of Revenue by Product Lines (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total product revenues | $ 1,577,033 | $ 1,665,570 |
MicroParticle Catalyzed Biosensor ("MPC") [Member] | ||
Total product revenues | 126,150 | 123,941 |
Particle ImmunoFiltration Assay ("PIFA") [Member] | ||
Total product revenues | 1,327,752 | 1,422,361 |
Rapid Enzymatic Assay ("REA") [Member] | ||
Total product revenues | 85,000 | 68,750 |
Other [Member] | ||
Total product revenues | $ 38,131 | $ 50,518 |
Revenue Information - Schedul_2
Revenue Information - Schedule of Revenue by Geographic Area Determined Based On Location of Customers (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total Revenues | $ 1,577,033 | $ 1,665,570 |
United States [Member] | ||
Total Revenues | 1,559,533 | 1,576,765 |
Rest of World [Member] | ||
Total Revenues | $ 17,500 | $ 88,805 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Percentage of matching contribution | 100.00% | |
Percentage of employers contribution based upon employee's pay | 3.00% | |
Employer contribution amount | $ 37,252 | $ 55,360 |
401 K Plan Matches 50% [Member] | ||
Percentage of matching contribution | 50.00% | |
Percentage of employers contribution based upon employee's pay | 3.00% | |
401 K Plan Maximum 5% [Member] | ||
Percentage of employers contribution based upon employee's pay | 5.00% |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Subsequent Event [Member] | Mar. 25, 2020USD ($) | Mar. 24, 2020$ / shares | Mar. 23, 2020USD ($) |
COVID-19 Vaccine [Member] | |||
Royalty payments, description | We shall also make quarterly royalty payments to Sellers equal to 5% of the net sales of a COVID-19 vaccine or combination product by the Company (the "COVID-19 Vaccine") for a period of five (5) years following the first commercial sale of the COVID-19 Vaccine; provided, that such payment shall be reduced to 3% for any net sales of the COVID-19 Vaccine above $500 million. | ||
Cystron Biotech, LLC [Member] | |||
Ownership pecentage | 100.00% | ||
Membership Interest Purchase Agreement [Member] | |||
Payment to sellers | $ 1,000,000 | ||
Proceeds from initial equity offering | $ 8,000,000 | ||
Percenatge of payement to sellers on equity offering | 10.00% | ||
Additonal cash consideration | $ 10,000,000 | ||
Acheivment of milestone, description | Upon the achievement of certain milestones, including the completion of a Phase 2 study that meets its primary endpoints, Sellers will be entitled to receive an additional 750,000 shares of our common stock or, in the event we are unable to obtain stockholder approval for the issuance of such shares, 750,000 shares of non-voting preferred stock that are valued following the achievement of such milestones and shall bear a 10% annual dividend (the "Milestone Shares"). Sellers will also be entitled to contingent payments from us of up to $20,750,000 upon the achievement of certain milestones, including the approval of a new drug application by the U.S. Food and Drug Administration ("FDA"). | ||
Royalty payments to sellers, percentage | 0.125 | ||
Membership Interest Purchase Agreement [Member] | Cystron Biotech, LLC [Member] | |||
Ownership pecentage | 100.00% | ||
Agreement description | As consideration for the Membership Interests, we will deliver to the Sellers: (1) that number of newly issued shares of our common stock equal to 19.9% of the issued and outstanding shares of our common stock and pre-funded warrants as of the date of the MIPA, but, to the extent that the issuance of the our common stock would result in any Seller owning in excess of 4.9% of our outstanding common stock, then, at such Seller's election, such Seller may receive "common stock equivalent" preferred shares with a customary 4.9% blocker (with such common stock and preferred stock collectively referred to as "Common Stock Consideration"), | ||
Proceeds from collaborators | $ 1,000,000 | ||
Membership Interest Purchase Agreement [Member] | Cystron Biotech, LLC [Member] | Premas Biotech PVT Ltd [Member] | |||
Acheivment of milestone, description | Upon the achievement of certain developmental milestones by Cystron, Cystron shall pay to Premas a total of up to $2,000,000. | ||
Certificate of Designation [Member] | |||
Preferred stock, stated value | $ / shares | $ 0.01 | ||
Conversion price, per share | $ / shares | $ .01 |