Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 30, 2020 | Jun. 28, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Jerrick Media Holdings, Inc. | ||
Entity Central Index Key | 0001357671 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity File Number | 000-51872 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 19,000,000 | ||
Entity Common Stock, Shares Outstanding | 9,185,187 | ||
Entity Incorporation State Country Code | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 11,637 | |
Prepaid expenses | 4,127 | |
Accounts receivable | 50,849 | 6,500 |
Note receivable - related party | 11,450 | |
Current portion of operating lease right of use asset | 105,763 | |
Total Current Assets | 183,826 | 6,500 |
Property and equipment, net | 42,363 | 42,443 |
Intangible assets | 1,087,278 | |
Goodwill | 1,035,795 | |
Deferred offering costs | 143,146 | |
Security deposit | 16,836 | 16,836 |
Operating lease right of use asset | 205,948 | |
Total Assets | 2,572,046 | 208,925 |
Current Liabilities | ||
Cash overdraft | 33,573 | |
Accounts payable and accrued liabilities | 1,763,222 | 1,246,207 |
Demand loan | 225,000 | |
Convertible Notes - related party, net of debt discount | 20,387 | |
Convertible Notes, net of debt discount and issuance costs | 2,896,425 | |
Current portion of operating lease payable | 105,763 | |
Note payable - related party, net of debt discount | 5,129,342 | 1,223,073 |
Note payable, net of debt discount and issuance costs | 660,000 | 49,926 |
Unrecognized tax benefit | 68,000 | |
Deferred revenue | 50,691 | 9,005 |
Warrant liability | 10,000 | |
Deferred rent | 7,800 | |
Total Current Liabilities | 10,928,830 | 2,569,584 |
Non-current Liabilities: | ||
Operating lease payable | 201,944 | |
Deferred rent | 6,150 | |
Convertible Notes - related party, net of debt discount | 314 | |
Convertible Notes, net of debt discount and issuance costs | 123,481 | |
Total Non-current Liabilities | 201,944 | 129,945 |
Total Liabilities | 11,130,774 | 2,699,529 |
Commitments and contingencies | ||
Stockholders' Deficit | ||
Common stock par value $0.001: 15,000,000 shares authorized; 9,178,937 issued and 9,019,087 outstanding as of December 31, 2019 and 6,475,340 issued and 6,447,673 outstanding as of December 31, 2018 | 9,179 | 6,475 |
Additional paid in capital | 36,385,699 | 34,100,327 |
Accumulated deficit | (44,580,437) | (36,545,065) |
Accumulated other comprehensive income | (5,995) | |
Less: Treasury stock, 159,850 and 27,667 shares, respectively | (367,174) | (52,341) |
Total Stockholders' Deficit | (8,558,728) | (2,490,604) |
Total Liabilities and Stockholders' Deficit | $ 2,572,046 | $ 208,925 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 9,178,937 | 6,475,340 |
Common stock, shares outstanding | 9,019,087 | 6,447,673 |
Treasury stock, shares | 159,850 | 27,667 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Net revenue | $ 453,006 | $ 80,898 |
Gross margin | 453,006 | 80,898 |
Operating expenses | ||
Compensation | 2,204,265 | 2,378,664 |
Consulting fees | 1,624,786 | 1,086,557 |
Research and development | 1,131,180 | 636,180 |
General and administrative | 2,709,753 | 1,665,752 |
Total operating expenses | 7,669,984 | 5,767,153 |
Loss from operations | (7,216,978) | (5,686,255) |
Other expenses | ||
Other income | 292,387 | |
Interest expense | (612,830) | (923,008) |
Accretion of debt discount and issuance cost | (348,665) | (2,090,286) |
Settlement of vendor liabilities | 13,574 | 122,886 |
Loss on extinguishment of debt | (162,860) | (3,453,137) |
Gain (loss) on settlement of debt | 16,258 | |
Other expenses, net | (818,394) | (6,327,287) |
Loss before income tax provision | (8,035,372) | (12,013,542) |
Income tax provision | ||
Net loss | (8,035,372) | (12,013,542) |
Deemed dividend | 174,232 | |
Inducement expense | 2,016,634 | |
Net loss attributable to common shareholders | (8,035,372) | (14,204,408) |
Other comprehensive income | ||
Currency translation loss | (5,995) | |
Comprehensive loss | $ (8,041,367) | $ (14,204,408) |
Per-share data | ||
Basic and diluted loss per share | $ (0.98) | $ (4.16) |
Weighted average number of common shares outstanding | 8,223,410 | 3,418,491 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders’ Equity - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive Loss | Total |
Balance at Dec. 31, 2017 | $ 31 | $ 8 | $ 1,976 | $ (19,007) | $ 14,424,831 | $ (21,775,107) | $ (7,367,307) | |
Balance, shares at Dec. 31, 2017 | 31,581 | 8,063 | 1,976,034 | (27,667) | ||||
Common stock issued to settle vendor liabilities | $ 1 | 3,374 | 3,375 | |||||
Common stock issued to settle vendor liabilities, shares | 938 | |||||||
Stock based compensation | $ 81 | 547,224 | 547,305 | |||||
Stock based compensation, shares | 81,849 | |||||||
Issuance of common stock and warrants in exchange for Series A and accrued dividend | $ (31) | $ 1,112 | 2,199,011 | 2,200,123 | ||||
Issuance of common stock and warrants in exchange for Series A and accrued dividend, shares | (31,581) | 1,112,488 | ||||||
Issuance of common stock and warrants in exchange for series B and accrued dividend | $ (8) | $ 231 | 468,953 | 469,184 | ||||
Issuance of common stock and warrants in exchange for series B and accrued dividend, shares | (8,063) | 230,842 | ||||||
Cash received for common stock and warrants | $ 557 | 2,786,905 | 2,787,462 | |||||
Cash received for common stock and warrants, shares | 557,492 | |||||||
Common stock and warrants issued upon conversion of notes payable | $ 2,256 | 11,938,507 | 11,940,763 | |||||
Common stock and warrants issued upon conversion of notes payable, shares | 2,256,448 | |||||||
Stock issuance cost | $ 210 | (161,613) | 161,403 | |||||
Stock issuance cost, shares | 210,000 | |||||||
Stock warrants issued with note payable | 1,660,986 | 1,660,986 | ||||||
Issuance of common stock for prepaid services | $ 31 | 116,269 | 116,300 | |||||
Issuance of common stock for prepaid services, shares | 30,500 | |||||||
Common stock issued with note payable | $ 19 | 77,468 | 77,487 | |||||
Common stock issued with note payable, shares | 18,750 | |||||||
BCF issued with note payable | $ 38,413 | 38,413 | ||||||
Purchase of treasury stock | (33,334) | (33,334) | ||||||
Inducement expense | (2,016,635) | (2,016,635) | ||||||
Dividends | (739,782) | (739,782) | ||||||
Net loss | (12,013,542) | (12,013,542) | ||||||
Balance at Dec. 31, 2018 | $ 6,475 | $ (52,341) | 34,100,327 | (36,545,065) | (2,490,604) | |||
Balance, shares at Dec. 31, 2018 | 6,475,340 | (27,667) | ||||||
Stock based compensation | $ 126 | 436,980 | 437,106 | |||||
Stock based compensation, shares | 125,227 | |||||||
Issuance of common stock and warrants in exchange for Series A and accrued dividend | ||||||||
Issuance of common stock and warrants in exchange for series B and accrued dividend | ||||||||
Cash received for common stock and warrants | $ 130 | 649,699 | 649,829 | |||||
Cash received for common stock and warrants, shares | 129,966 | |||||||
Tender offering | $ 2,100 | (2,100) | ||||||
Tender offering, shares | 2,100,173 | |||||||
Common stock and warrants issued upon conversion of notes payable | ||||||||
Stock issuance cost | (178,146) | (178,146) | ||||||
Stock warrants issued with note payable | 427,692 | 427,692 | ||||||
Purchase of treasury stock and warrants | $ (314,833) | (271,658) | (586,491) | |||||
Purchase of treasury stock and warrants, shares | (132,183) | |||||||
Shares issued for acquisition | $ 333 | 1,166,336 | 1,166,669 | |||||
Shares issued for acquisition, shares | 333,334 | |||||||
Common stock issued with note payable | 427,692 | |||||||
BCF issued with note payable | 4,444 | 4,444 | ||||||
Shares issued to settle vendor payable | $ 15 | 52,125 | 52,140 | |||||
Shares issued to settle vendor payable, shares | 14,897 | |||||||
Foreign currency translation adjustments | $ (5,995) | (5,995) | ||||||
Net loss | (8,035,372) | (8,035,372) | ||||||
Balance at Dec. 31, 2019 | $ 9,178,937 | $ (159,850) | $ 36,385,699 | $ (44,580,437) | $ (5,995) | $ (8,558,728) | ||
Balance, shares at Dec. 31, 2019 | 9,179 | (367,174) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (8,035,372) | $ (12,013,542) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 57,492 | 42,218 |
Accretion of debt discount and issuance cost | 348,665 | 2,090,286 |
Share-based compensation | 437,106 | 346,954 |
Bad debt expense | 33,503 | |
Gain (loss) on settlement of vendor liabilities | (13,574) | (122,886) |
Gain (loss) on settlement of debt | (16,257) | |
Gain on extinguishment of debt | 162,860 | 3,610,049 |
Amortization of ROU Asset | 60,764 | |
Changes in operating assets and liabilities: | ||
Operating Lease liability | (56,240) | |
Prepaid expenses | (3,458) | 40,680 |
Accounts receivable | (54,174) | (5,175) |
Security deposit | 164 | |
Deferred revenue | 41,686 | 9,005 |
Accounts payable and accrued expenses | 985,716 | 1,039,690 |
Unrecognized tax benefit | 68,000 | |
Warrant liability | 10,000 | |
Deferred rent | 6,000 | |
Net Cash Used In Operating Activities | (5,957,027) | (4,972,814) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Issuance of note receivable | (11,450) | |
Cash paid for property and equipment | (27,887) | (27,605) |
Cash consideration for acquisition | (340,000) | |
Net cash received in business combination | 16,049 | |
Net Cash Used In Investing Activities | (363,288) | (27,605) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash overdraft | (33,573) | 33,573 |
Net proceeds from issuance of notes | 791,833 | |
Repayment of notes | (50,000) | (264,939) |
Proceeds from issuance of demand loan | 250,000 | 50,000 |
Repayment of demand Loan | (25,000) | |
Proceeds from issuance of convertible note | 2,472,525 | 1,525,154 |
Repayment of convertible notes | (226,250) | |
Proceeds from issuance of convertible notes - related party | 299,852 | |
Proceeds from issuance of note payable - related party | 4,186,500 | 465,000 |
Repayment of note payable - related party | (501,500) | (205,000) |
Proceeds from issuance of common stock and warrants | 684,829 | 2,787,462 |
Repayment of line of credit | (44,996) | |
Cash paid to preferred holder | (87,111) | |
Cash paid for debt issuance costs | (166,761) | |
Cash paid for stock issuance costs | (35,000) | (35,115) |
Purchase of treasury stock and warrants | (575,834) | (33,334) |
Net Cash Provided By Financing Activities | 6,337,947 | 4,889,368 |
Effect of exchange rate changes on cash | (5,995) | |
Net Change in Cash | 11,637 | (111,051) |
Cash - Beginning of Year | 111,051 | |
Cash - End of Year | 11,637 | |
Cash Paid During the Year for: | ||
Income taxes | ||
Interest | 55,987 | 64,892 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Settlement of vendor liabilities | 32,500 | 123,750 |
Deferred offering costs | 143,146 | 143,146 |
Beneficial conversion feature on convertible notes | 4,444 | 38,413 |
Accrued dividends | 174,232 | |
Warrants issued with debt | 427,692 | 1,133,820 |
Issuance of common stock for prepaid services | 116,300 | |
Operating Lease liability | 349,997 | |
Conversion of note payable and interest into convertible notes | 341,442 | |
Warrants with amendment to notes payable | 135,596 | |
Issuance of common stock and warrants in exchange for Series A and accrued dividend | 2,200,123 | |
Issuance of common stock and warrants in exchange for series B and accrued dividend | 469,184 | |
Common stock and warrants issued upon conversion of notes payable | 11,940,763 | |
Promissory Note issued for acquisition | 660,000 | |
Shares issued for acquisition | 1,166,669 | |
Conversion of note payable - related party and interest into convertible notes - related party | 4,119 | |
Conversion of accounts payable and interest into convertible notes | 318,678 | |
Conversion of interest into note payable - related party | 128,992 | |
Leasehold improvements reclassified to right-of-use asset | $ 22,478 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 – Organization and Operations Jerrick Media Holdings, Inc. ("we," "us," the "Company," or "Jerrick Media" or "Jerrick") is a technology company focused on the development of digital communities, marketing branded digital content, and e-commerce opportunities. Jerrick's content distribution platform, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Jerrick's proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests. The Company was originally incorporated under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc. as part of its plan to diversify its business. On February 5, 2016 (the "Closing Date"), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH ("Merger Sub"), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey ("Jerrick"), entered into an Agreement and Plan of Merger (the "Merger") pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick surviving as a wholly-owned subsidiary of GTPH (the "Merger"). GTPH acquired, pursuant to the Merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick's shareholders (the "Jerrick Shareholders"), pro-rata, a total of 1,425,000 shares of GTPH's common stock. In connection therewith, GTPH acquired 33,415 shares of Jerrick's Series A Convertible Preferred Stock (the "Jerrick Series A Preferred") and 8,064 shares of Series B Convertible Preferred Stock (the "Jerrick Series B Preferred"). In connection with the Merger, on the Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the "Spin-Off Agreement"), pursuant to which Mr. Campbell purchased from GTPH (i) all of GTPH's interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all of GTPH's interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 39,091 shares of GTPH's Common Stock held by Mr. Campbell. In addition, Mr. Campbell assumed all debts, obligations and liabilities of GTPH, including any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement. Upon closing of the Merger on February 5, 2016, the Company changed its business plan to that of Jerrick Media. Effective February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the "Statutory Merger Agreement") with Jerrick, pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the "Statutory Merger") and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy. On September 11, 2019, the Company acquired 100% of the membership interests of Seller's Choice, LLC, a New Jersey limited liability company ("Seller's Choice"). Seller's Choice is digital e-commerce agency based in New Jersey (see Note 4). |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant and Critical Accounting Policies and Practices | Note 2 – Significant and Critical Accounting Policies and Practices Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company's financial condition and results and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company's significant and critical accounting policies and practices are disclosed below as required by the accounting principles generally accepted in the United States of America. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company's critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern (ii) Fair value of long-lived assets: (iii) Valuation allowance for deferred tax assets (iv) Estimates and assumptions used in valuation of equity instruments (v) Operating lease Estimates and assumptions: These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Principles of consolidation The Company consolidates all majority-owned subsidiaries, if any, in which the parent's power to control exists. As of December 31, 2019, the Company's consolidated subsidiaries and/or entities are as follows: Name of combined affiliate State or other jurisdiction of incorporation or organization Company Ownership Interest Jerrick Ventures LLC Delaware 100% Abacus Tech Pty Ltd Australia 100% Seller's Choice, LLC New Jersey 100% Jerrick Global, LLC Delaware 100% Jerrick Investment Advisors LLC Delaware 100% Jerrick Partners LLC Delaware 100% Maven Tech LLC Delaware 100% OG Collection LLC Delaware 100% VMENA LLC Delaware 100% Vocal For Brands, LLC Delaware 100% Vocal Ventures LLC Delaware 100% What to Buy, LLC Delaware 100% All inter-company balances and transactions have been eliminated. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Computer equipment and software 3 Furniture and fixture 2 Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charges during the years presented. We review goodwill for impairment at least annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of our single reporting unit below its carrying value. As of December 31, 2019, no impairment of goodwill has been identified. Acquired finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. We routinely review the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Foreign Currency Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at our Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of shareholders' equity in accumulated other comprehensive income. Gains and losses from foreign currency transactions, which are included in SG&A, have not been significant in any period presented. Revenue Recognition On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The impact of adopting the new revenue standard was not material to our consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Revenue disaggregated by revenue source for the years ended December 31, 2019 and 2018 consists of the following: Year Ended 2019 2018 Branded content $ 107,115 $ 60,485 Managed Services 283,332 - Creator Subscriptions 31,997 - Affiliate sales 15,300 11,553 Other revenue 15,042 8,860 $ 453,006 $ 80,898 Branded Content Branded content represents the revenue recognized from the Company's obligation to create and publish branded articles for clients on the Vocal platform and promote said stories, tracking engagement for the client. The performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. The revenue is recognized over time as the services are performed. Below are the significant components of a typical agreement pertaining to branded content revenue: ● The Company collects fixed fees ranging from $5,000 to $45,000 ● The articles are created and published within three months of the signed agreement, or as previously negotiated with the client ● The articles are promoted per the contract and engagement reports are provided to the client ● The client pays 50% at signing and 50% upon completion ● Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee Affiliate Sales Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a "click through" basis, upon referring visitors, via said links, to an affiliate's site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, Amazon, and Tune, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made. Subscription Vocal+ is a premium subscription offering for Vocal creators. In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually. Vocal+ subscribers receive access to value-added features such as increased rate of CPM cost per mille (thousand) ("CPM") monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned. Managed Services The Company provides Studio/Agency Service offerings to business-to-business (B2B) and business-to-consumer (B2C) product and service brands which encompasses a full range of digital marketing and e-commerce solutions. The Company's services include the setup and ongoing management of clients' websites, Amazon and Shopify storefronts and listings, social media pages, search engine marketing, and other various tools and sales channels utilized by e-commerce sellers for sales and growth optimization. Contracts are broken into three categories Partners, Monthly Services, and Projects. Contract amounts Partner and Monthly Services clients range from approximately $500-$7,500 per month while project amounts vary depending on the scope of work. Partner and Monthly clients are billed monthly for the work completed within that month. Partner Clients may or may not have an additional billing component referred to as Sales Performance Fee, which is a fee based upon a previously agreed upon percentage point of the client's total sales for the month. Deferred Revenue Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of December 31, 2019 and 2018, the Company had deferred revenue of $50,691 and $9,005, respectively. Accounts Receivable and Allowances Accounts receivable are recorded and carried when the Company uploads the articles and reaches the required number of views on the platform. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the year ended December 31, 2019 the Company recorded $33,503 as reserve doubtful accounts. As of December 31, 2019 and 2018 the Company has an allowance for doubtful accounts of $33,503 and $0 respectively. Stock-Based Compensation The Company recognizes compensation expense for all equity–based payments granted in accordance with ASC 718 "Compensation – Stock Compensation". Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management's best estimate. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company's actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period. Income Taxes Income taxes are provided in accordance with ASC No. 740, " Accounting for Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 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 addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management's opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. During the year ended December 31, 2019, we recognized a $292,383 benefit for research and development tax credits in other income on the Statements of Comprehensive Income (Loss). The tax credits were claimed on our previous Australian tax returns and were based upon a research and development costs paid to an Australian company. Unrecognized tax benefits associated with these tax credits total $68,000. Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the years ended December 31, 2019 and 2018 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at December 31, 2019 and 2018: December 31, 2019 2018 Options 911,500 882,500 Warrants 742,221 5,542,954 Convertible notes - related party 5,438 2,889 Convertible notes 724,751 41,989 Totals 2,383,910 6,470,332 Reclassifications Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders' deficit, net loss or net cash used in operating activities. Recently Adopted Accounting Guidance In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." Under ASU 2016-02, lessees will, among other things, require lessees to recognize a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, "Revenue from Contracts with Customers." ASU 2016-02 became effective for us on January 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842) - Targeted Improvements," which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, "Leases (Topic 842) - Narrow-Scope Improvements for Lessors," which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. As of January 1, 2019, the Company adopted ASU 2016-02 and has recorded a right-of-use asset and lease liability on the balance sheet for its operating leases. We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also do not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We expect to account for lease and non-lease components separately because such amounts are readily determinable under our lease contracts and because we expect this election will result in a lower impact on our balance sheet. Recent Accounting Guidance Not Yet Adopted In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory", which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard. In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on the current Step 1). We do not believe the new guidance, which is effective for fiscal years beginning after December 15, 2019, will have a material impact on our consolidated financial statemen In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820) In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contrac Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Going Concern [Abstract] | |
Going Concern | Note 3 – Going Concern The Company's consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the consolidated financial statements, the Company had an accumulated deficit at December 31, 2019, a net loss of $8.0 million and net cash used in operating activities of $5.9 million for the reporting period then ended. The company is also in default on debentures as of the date of this filing. These factors raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of these financial statements. The Company is attempting to further implement its business plan and generate sufficient revenues; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance that it will be able to do so on reasonable terms, or at all. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Acquisition of Seller's Choice
Acquisition of Seller's Choice | 12 Months Ended |
Dec. 31, 2019 | |
Merger Agreement [Abstract] | |
Acquisition of Seller’s Choice | Note 4 – Acquisition of Seller's Choice On September 11, 2019, the Company entered into a Membership Interest Purchase Agreement (the "Seller's Choice Purchase Agreement") by and between the Company and Home Revolution, LLC, a Delaware limited liability company (the "Seller"). Pursuant to the Seller's Choice Purchase Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Seller's Choice Purchase Agreement (the "Seller's Choice Closing"), the Company acquired 100% of the membership interests of Seller's Choice. As a result of the transactions contemplated by the Seller's Choice Purchase Agreement, Seller's Choice became a wholly owned subsidiary of the Company (collectively, the "Seller's Choice Acquisition"). At the Seller's Choice Closing, the aggregate consideration (the "Consideration") paid to the Seller was as follows: (i) $340,000, in cash; (ii) 333,334 shares of the Company's common stock; and (iii) a secured promissory note in the principal amount of $660,000 (the "Seller's Choice Note"). In connection with the Seller's Choice Note, the Company, Seller, and Seller's Choice entered into a Security Agreement whereby the Seller's Choice Note is secured by the assets of Seller's Choice. Following the closing of the transaction, Seller's Choice's financial statements as of the Closing were consolidated with the Consolidated Financial Statements of the Company. These amounts are provisional and may be adjusted during the measurement period. Following the closing of the merger transaction the Company's investment in Seller's Choice consisted of the following: Shares Amount Consideration paid prior to Closing: Cash paid $ 40,000 Total consideration paid - $ 40,000 Consideration paid at Closing: Cash paid $ 300,000 Common stock issued at closing (1) 333,334 $ 1,166,669 Note payable due March 11, 2020 660,000 Total consideration to be paid $ 2,126,669 Total consideration $ 2,166,669 (1) The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $3.50 per share on the date of the transaction. The following presents the unaudited pro-forma combined results of operations of the Company with Seller's Choice as if the entities were combined on January 1, 2018. Year Ended December 31, Revenues, net $ 705,537 Net loss attributable to common shareholders $ (14,250,859 ) Net loss per share $ (3.80 ) Weighted average number of shares outstanding 3,751,825 Year Ended December 31, Revenues, net $ 1,121,521 Net loss attributable to common shareholders $ (8,176,763 ) Net loss per share $ (0.97 ) Weighted average number of shares outstanding 8,455,095 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2018 or to project potential operating results as of any future date or for any future periods. The Company consolidated Seller's Choice as of the closing date of the Seller's Choice Acquisition, and the results of operations of the Company include that of Seller's Choice. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following: December 31, December 31, Computer Equipment $ 239,940 $ 223,574 Furniture and Fixtures 86,888 61,803 Leasehold Improvements - 25,446 326,828 310,823 Less: Accumulated Depreciation (284,465 ) (268,380 ) $ 42,363 $ 42,443 During the year ended December 31, 2019 the Company reclassified leasehold improvements to right of use asset in accordance with the adoption of ASU 2016-02. See Note 10. Depreciation expense was $19,053 and $42,218 for the year ended December 31, 2019 and 2018, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable Notes payable as of December 31, 2019 and 2018 is as follows: Outstanding Principal as of Warrants granted December 31, December 31, Interest Rate Maturity Date Quantity Exercise July 2018 Loan Agreement - 50,000 6 % August 2018 15,000 - Seller's Choice Note 660,000 - 9.5 % September 2020 - - 660,000 50,000 Less: Debt Discount - - Less: Debt Issuance Costs - (74 ) $ 660,000 $ 49,926 The February 2017 Offering From February 24, 2017 through March 17, 2017, the Company conducted multiple closings of a private placement offering (the "February 2017 Offering") of the Company's securities by entering into subscription agreements (the "Subscription Agreements") with accredited investors (the "Accredited Investors") for aggregate gross proceeds of $916,585 for which the Accredited Investors received $975,511 in principal value of secured promissory notes with an original issue discount of six percent (6%) (the "February 2017 Offering Notes") and warrants to purchase the Company's common stock (the "February 2017 Offering Warrants"). The February 2017 Offering Notes are convertible into shares of the Company's common stock at the time of Company's next round of financing (the "Subsequent Offering") at a price equal to eighty-five percent (85%) of the price per share offered in the Subsequent Offering (the "Conversion Price"). The February 2017 Offering Warrants have a five-year term. Investors received the February 2017 Offering Warrants in the following amounts: (i) Investors purchasing $150,000 or more of the Offering received a February 2017 Offering Warrant equal to one hundred thirty percent (130%) of the dollar amount invested in the Offering; (ii) investors purchasing at least $100,000 but less than $150,000 of the February 2017 Offering received a February 2017 Offering Warrant equal to one hundred percent (100%) of the dollar amount invested in the Offering; and (iii) investors purchasing less than $100,000 of the Offering received to a February 2017 Offering Warrant equal to seventy percent (70%) of the dollar amount invested in the Offering. The February 2017 Offering Warrants entitle the holder to purchase shares of the Company's common stock at $4.00 per share (the "Exercise Price") . The Conversion Price and the Exercise Price are subject to adjustments for issuances of (i) the Company's common stock, (ii) any equity linked instruments or (iii) securities convertible into the Company's common stock, at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustments shall result in the Conversion Price or Exercise Price being reduced to such lower purchase price, as described in the February 2017 Offering Notes and the February 2017 Offering Warrants. Pursuant to the Subscription Agreements, the February 2017 Offering Notes matured on September 1, 2017 (the "February 2017 Offering Maturity Date"). Prior to the February 2017 Offering Maturity Date, investors representing $575,511 in principal value converted their February 2017 Offering Notes into two year, 15% secured convertible promissory notes offered by the Company (the "August 2017 Convertible Note Offering"). The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering. In consideration of the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $4.00 per share, and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever is sooner. During the year ended December 31, 2018, the Company entered into three forbearance agreement whereby the Company issued the remaining investors of The February 2017 Offering five-year warrants to purchase 25,000 shares of the Company's common stock at a purchase price of $4.00 per share. These warrants had a fair value of $70,219 which was recorded to loss on extinguishment of debt. The new maturity date of the February 2017 Loan Agreements were from July to September of 2018. During the year ended December 31, 2018 the Company has repaid $131,606 of principal and $45,931 of unpaid interest. In addition, during the year ended December 31, 2018, the Company converted $268,394 of principal and $21,620 of unpaid interest into 72,243 shares of common stock. Upon conversion of the notes, the Company also issued 36,122 warrants with a grant date fair value of $104,124 which is recorded in Other income (expense) on the accompanying consolidated Statements of Comprehensive Loss. The June 2017 Loan Agreement On June 12, 2017, the Company entered into a loan agreement (the "June 2017 Loan Agreement") with an individual (the "June 2017 Lender") whereby the June 2017 Lender issued the Company a promissory note of $50,000 (the "June 2017 Note"). Pursuant to the June 2017 Loan Agreement, the June 2017 Note bears interest at a rate of 10% per annum. As additional consideration for entering in the June 2017 Loan Agreement, the Company issued the June 2017 Lender a five-year warrant to purchase 1,750 shares of the Company's common stock with an exercise price of $4.00 per share. The maturity date of the June 2017 Note was September 1, 2017 (the "June 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2017 Note were due. During the year ended December 31, 2018 the Company repaid $50,000 principal and the debtor forgave the interest of $4,424, which was recorded as a gain on forgiveness of debt on the accompanying consolidated Statements of Comprehensive Loss. The First November 2017 Loan Agreement On November 28, 2017, the Company entered into a loan agreement (the "First November 2017 Loan Agreement") with an individual (the "First November 2017 Lender"), the First November 2017 Lender issued the Company a promissory note of $100,000 (the "First November 2017 Note"). Pursuant to the First November 2017 Loan Agreement, the First November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $4.00 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company's restricted common stock at a rate of $4.00 per share (equivalent to 2,500 shares of the Company's common stock ). The maturity date of the First November 2017 Note was January 12, 2018 (the "First November 2017 Maturity Date"). On January 12, 2018, the First November 2017 Note and accrued but unpaid interest was converted into the Company's August 2017 Convertible Note Offering. The Second November 2017 Loan Agreement On November 29, 2017, the Company entered into a loan agreement (the "Second November 2017 Loan Agreement") with an individual (the "Second November 2017 Lender"), the Second November 2017 Lender issued the Company a promissory note of $50,000 (the "Second November 2017 Note"). Pursuant to the Second November 2017 Loan Agreement, the Second November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $2,500) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $4.00 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $5,000) shall be paid in the form of the Company's restricted common stock at a rate of $4.00 per share (equivalent to 1,250 shares of the Company's common stock ). The maturity date of the Second November 2017 Note was January 13, 2018 (the "Second November 2017 Maturity Date"). On January 12, 2018, the Second November 2017 Note and accrued but unpaid interest was converted into the Company's August 2017 Convertible Note Offering. The Third November 2017 Loan Agreement On November 29, 2017, the Company entered into a loan agreement (the "Third November 2017 Loan Agreement") with an individual (the "Third November 2017 Lender"), the Third November 2017 Lender issued the Company a promissory note of $100,000 (the "Third November 2017 Note"). Pursuant to the Third November 2017 Loan Agreement, the Third November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $4.00 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company's restricted common stock at a rate of $4.00 per share (equivalent to 2,500 shares of the Company's common stock). The maturity date of the Third November 2017 Note was January 13, 2018 (the "Third November 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third November 2017 Note are due. On January 12, 2018, the Third November 2017 Note and accrued but unpaid interest was converted into the Company's August 2017 Convertible Note Offering. On March 14, 2018, the Company entered into a loan agreement (the "March 2018 Loan Agreement") with an individual (the "March 2018 Lender"), the March 2018 Lender issued the Company a promissory note of $50,000 (the "March 2018 Note"). Pursuant to the March 2018 Loan Agreement, the March 2018 Note bears interest at a rate of 12% per annum. As additional consideration for entering in the March 2018 Loan Agreement, the Company issued the March 2018 Lender a five-year warrant to purchase 5,000 shares of the Company's common stock with an exercise price of $4.00 per share. The maturity date of the March 2018 Note was March 29, 2018 (the "March 2018 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the March 2018 Note were due. On March 29, 2018, the March 2018 Note and accrued but unpaid interest was exchanged for a convertible note under the Company's March 2018 Convertible Note Offering. The May 2018 Offering During the months of May and June 2018, the Company conducted multiple closings with accredited investors (the "May 2018 Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "May 2018 Investors") for aggregate gross proceeds of $608,500. The May 2018 Offering consisted of a maximum of $1,200,000 of units of the Company's securities (each, a "May 2018 Unit" and collectively, the "May 2018 Units"), with each May 2018 Unit consisting of (i) a 13% promissory note (each, a "May 2018 Offering Note" and, together, the "May 2018 Offering Notes"), and (ii) a four-year warrant ("May 2018 Offering Warrant") to purchase the number of shares of the Company's common stock equal to three times the principal amount in dollars invested by such investor in each May 2018 Offering Note (the "May 2018 Warrant Shares") at an exercise price of $4.00 per share (the "May Offering Warrant Exercise Price"), subject to adjustment upon the terms thereof. The May 2018 Offering Notes mature on the nine-month anniversary of their issuance dates. The Company recorded a $215,032 debt discount relating to 91,275 May 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During August 2018, the Company converted all outstanding principal unpaid interest into the August 2018 equity raise. The May Offering Warrant Exercise Price of the May 2018 Offering Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing May 2018 Offering Warrant Exercise Price. Such adjustment shall result in the May 2018 Offering Warrant Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. During the nine months ended December 31, 2018, the Company converted $608,500 of principal and $723,780 of unpaid interest into the August 2018 equity raise (as defined below). July 2018 Loan Agreements In July 2018, the Company received gross proceeds of $100,000 from the issuance of notes payable. As additional consideration for entering into the debentures, the Company issued the investor a 4-year warrant to purchase 15,000 shares of the Company's common stock at a purchase price of $4.00 per share. The Company recorded a $34,569 debt discount relating to these warrants issued to these investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of this note to accretion of debt discount and issuance cost. On November 8, 2018 the Company executed upon agreements that extended the maturity dates of these loans to March 7, 2019. As part of the extension agreements, the Company issued 10,203 warrants to purchase common stock of the Company at an exercise price of $6.00. During the year ended December 31, 2019 the Company has repaid $50,000 of principal and $1,700 of unpaid interest. August 2018 Loan Agreements On August 30, 2018, the Company received gross proceeds of $33,333 from the issuance of a note payable. As additional consideration for entering into the debenture, the Company issued the investor a 4-year warrant to purchase 1,667 shares of the Company's common stock at a purchase price of $4.00 per share. The Company recorded a $4,178 debt discount relating to these warrants issued to this investor based on the relative fair value of each equity instrument on the dates of issuance. The debt discount was fully accreted during the nine months ended December 31, 2018. On September 7, 2018 the Company has repaid $33,333 in principal. Seller's Choice Note On September 11, 2019, the Company entered into Seller's Choice Purchase Agreement with Home Revolution LLC, (see Note 4). As a part of the consideration provided pursuant to the Seller's Choice Acquisition, the Company issued the Seller's Choice Note to the Seller in the principal amount of $660,000. The Seller's Choice Note bears interest at a rate of 9.5% per annum, and is payable on March 11, 2020 (the "Seller's Choice Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts become due. Upon maturity the Company utilized an automatic extension up to 6 months. This resulted in a 5% increase in the interest rate every month the Seller's Choice Note is outstanding. During the year ended December 31, 2019 the Company repaid $0 in principal and $16,198 in interest on the Seller's Choice Note. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Note 7 – Convertible Note Payable Convertible notes payable as of December 31, 2019 and 2018 is as follows: Outstanding Principal as of Warrants granted December 31, December 31, Interest Conversion Maturity Date Quantity Exercise The February 2018 Convertible Note Offering 75,000 75,000 15 % 4.00 (*) January – February 2020 253,919 4.00 The March 2018 Convertible Note Offering 75,000 75,000 14 % 4.00 (*) March – April 2020 240,342 4.00 The February 2019 Convertible Note Offering 2,311,703 - 10 % 5.00 (*) February – March 2020 133,190 6.00 The November 2019 Convertible Note Offering 559,433 - 12 % 4.50 May – June 2020 - - 3,021,136 150,000 Less: Debt Discount (124,096 ) (17,280 ) Less: Debt Issuance Costs (614 ) (9,239 ) 2,896,425 123,481 Less: Current Debt (2,896,425 ) - Total Long-Term Debt $ - $ 123,481 (*) As subject to adjustment as further outlined in the notes The November 2016 Convertible Note Offering During the year December 2018, the Company converted $25,000 of principal and $4,417 of unpaid interest into the August 2018 Equity Raise (as defined below). The June 2017 Convertible Note Offering During the month of June 2017 the Company issued convertible notes to third party lenders totaling $71,500. These notes accrued interest at 12% per annum and matured with interest and principal both due on September 1, 2017. These notes and accrued interest may be converted into a subsequent offering at a 15% discount to the offering price are convertible at a conversion price as defined therein. In addition, the Company issued warrants to purchase 3,378 shares of Company common stock. These warrants entitle the holders to purchase the Company's common stock at a purchase price of $4.00 per share for a period of five years from the issue date. As of December 31, 2017, the Company was currently in default on $71,500 in principal due on these notes. On February 8, 2018, the Company paid these notes and is no longer in default. The August 2017 Convertible Note Offering From August through November of 2017, the Company conducted multiple closings of a private placement offering to accredited investors (the "August 2017 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "August 2017 Investors") for aggregate gross proceeds of $1,585,000. In addition, $1,217,177 of the Company's short-term debt along with accrued but unpaid interest of $40,146 was converted into the August 2017 Convertible Note Offering. These conversions resulted in the issuance of 339,571 warrants with a fair value of $583,681 and an original issue discount of $101,561. These were recorded as a loss on extinguishment of debt. The August 2017 Convertible Note Offering consisted of a maximum of $6,000,000 of units of the Company's securities (each, a "August 2017 Unit" and collectively, the "August 2017 Units"), with each August 2017 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "August 2017 Offering Note", and together the "August 2017 Offering Notes"), convertible into shares of the Company's common stock ("August 2017 Offering Conversion Shares") at a conversion price of $4.00 per share (the "August 2017 Note Conversion Price"), and (b) a five-year warrant (each a "August 2017 Offering Warrant and together the "August 2017 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the August 2017 Offering Notes can be converted into ("August 2017 Offering Warrant Shares") at an exercise price of $4.00 per share ("August 2017 Offering Warrant Exercise Price"). The August 2017 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The August 2017 Note Conversion Price and the August 2017 Offering Warrant Exercise Price are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing August 2017 Note Conversion Price or August 2017 Offering Warrant Exercise Price. Such adjustment shall result in the August 2017 Note Conversion Price and August 2017 Offering Warrant Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $472,675 debt discount relating to 396,250 August 2017 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. In connection with the August 2017 Convertible Note Offering, the Company paid a placement agent a cash fee of $90,508 to for services rendered in connection therewith on a "best-efforts" basis, which was recorded as issuance cost and is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $2,830,764 of principal and $409,287 of unpaid interest into the August 2018 Equity Raise (as defined below). During the year ended December 31, 2018 the Company has repaid $114,000 of principal and $18,410 of unpaid interest. The First December 2017 Note On December 27, 2017, the Company issued a convertible note to a third-party lender totaling $100,000 (the "First December 2017 Note"). The First December 2017 Note accrues interest at 15% per annum and matures with interest and principal both due on December 27, 2019. In addition, the Company issued a warrant to purchase 25,000 shares of Company common stock. The warrant entitles the holder to purchase the Company's common stock at a purchase price of $4.00 per share for a period of five years from the issue date. The Company recorded a $35,525 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note The First December 2017 Note and accrued interest is convertible at a conversion price of $4.00 per share, subject to adjustment. The First December 2017 Note is secured by a second priority lien on the assets of the Company. During the year ended December 31, 2018, the Company converted $100,000 of principal and $10,292 of unpaid interest into the August 2018 Equity Raise (as defined below). The February 2018 Convertible Note Offering During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "February 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2018 Investors") for aggregate gross proceeds of $725,000. In addition, $250,000 of the Company's short-term debt along with accrued but unpaid interest of $40,675 was exchanged for convertible debt in the February 2018 Offering. These conversions resulted in the issuance of 72,669 warrants with a fair value of $181,139. These were recorded as a loss on extinguishment of debt. The February 2018 Convertible Note Offering consisted of a maximum of $750,000 of units of the Company's securities (each, a "February 2018 Unit" and collectively, the "February 2018 Units"), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Convertible Note" and together the "February 2018 Convertible Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("February 2018 Conversion Shares") at a conversion price of $4.00 per share (the "February 2018 Note Conversion Price"), and (b) a five-year warrant (each a "February 2018 Offering Warrant and together the "February 2018 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into ("February 2018 Warrant Shares") at an exercise price of $4.00 per share ("February 2018 Warrant Exercise Price"). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company's assets up to $1,000,000. The February 2018 Note Conversion Price and the February 2018 Offering Warrant Exercise Price are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The conversion feature of the February 2018 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature ("BCF"). When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $37,350, the discount is being accreted over the life of the first Debenture to accretion of debt discount and issuance cost. The Company recorded a $316,875 debt discount relating to 3,625,000 February 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost. In connection with the February 2018 Convertible Note Offering, the Company retained a placement agent (the "Placement Agent"), to carry out the Offering on a "best-efforts" basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $94,250 and issued to the Placement Agent shares of the Company's common stock equal to ten percent (10%) of the Conversion Shares underlying the February 2018 Convertible Notes or 362,500 shares that had a fair value of $74,881, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $940,675 of principal and $86,544 of unpaid interest into the August 2018 Equity Raise (as defined in Note 7 below). During the year ended December 31, 2019 the company repaid $19,758 in interest. The March 2018 Convertible Note Offering During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "March 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "March 2018 Investors") for aggregate gross proceeds of $770,000. In addition, $50,000 of the Company's short-term debt, $767 accrued but unpaid interest and $140,600 of the Company's vendor liabilities was exchanged for convertible debt within the March 2018 Convertible Note Offering. These conversions resulted in the issuance of 47,842 warrants with a fair value of $84,087. These were recorded as a loss on extinguishment of debt. The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates. The Conversion Price of the March 2018 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $254,788 debt discount relating to 240,342 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $886,367 of principal and $51,293 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below). The February 2019 Convertible Note Offering During the nine months ended September 30, 2019, the Company conducted an offering to accredited investors (the "February 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2019 Investors") for aggregate gross proceeds of $1,993,025. The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $5.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price"). During the nine months ended September 30, 2019 a total of 133,190 Warrants were issued in conjunction with The February 2019 Convertible Note Offering. The February 2019 Notes mature on the first (1 st The Conversion Price of the February 2019 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $222,632 debt discount relating to 133,190 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. As of the date of this filing, certain notes in this offering with maturity dates prior to March 20, 2020 have not been repaid, but the Company is in negotiations with the holders about an extension agreement. The July 2019 Tal Loan Agreement On July 26, 2019, the Company entered into a loan agreement (the "July 2019 Tal Loan Agreement") with Robert Tal, whereby the Company issued Tal a promissory note in the principal amount of $12,000 (the "July 2019 Tal Note"). Pursuant to the July 2019 Tal Loan Agreement, the July 2019 Tal Note bears interest at a rate of $600 per month. As additional consideration for entering in the July 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 180 shares of the Company's common stock at a purchase price of $6.00 per share. During the year ended December 31, 2019 the Company repaid $12,000 in principal and $600 in interest and the loan is no longer outstanding. The August 2019 Tal Loan Agreement On August 6, 2019, the Company entered into a loan agreement (the "August 2019 Tal Loan Agreement"), whereby the Company issued Tal a promissory note in the principal amount of $12,000 (the "August 2019 Tal Note"). Pursuant to the August 2019 Tal Loan Agreement, the August 2019 Tal Note bears interest at a rate of $600 per month. As additional consideration for entering in the August 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 180 shares of the Company's common stock at a purchase price of $6.00 per share. During the year ended December 31, 2019 the Company repaid $12,000 in principal and $600 in interest and the loan is no longer outstanding. The First September 2019 Tal Loan Agreement On September 4, 2019, the Company entered into a loan agreement (the "First September 2019 Tal Loan Agreement"), whereby the Company issued Tal a promissory note in the principal amount of $15,000 (the "First September 2019 Tal Note"). Pursuant to the First September 2019 Tal Loan Agreement, the First September 2019 Tal Note bears interest at a rate of $750 per month. As additional consideration for entering in the First September 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 225 shares of the Company's common stock at a purchase price of $6.00 per share. During the year ended December 31, 2019 the Company repaid $15,000 in principal and $750 in interest and the loan is no longer outstanding. The Second September 2019 Tal Loan Agreement On September 26, 2019, the Company entered into a loan agreement (the "Second September 2019 Tal Loan Agreement"), whereby the Company issued Tal a promissory note in the principal amount of $12,500 (the "Second September 2019 Tal Note"). Pursuant to the Second September 2019 Tal Loan Agreement, the Second September 2019 Tal Note bears interest at a rate of $625 per month. As additional consideration for entering in the First September 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 188 shares of the Company's common stock at a purchase price of $6.00 per share. During the year ended December 31, 2019 the Company repaid $12,500 in principal and $1,250 in interest and the loan is no longer outstanding. The November 2019 Convertible Note Offering During the year ended December 31, 2019, the Company conducted an offering to accredited investors (the "November 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "November 2019 Investors") for aggregate gross proceeds of $479,500. In addition, the Company converted $318,678 in Accounts Payable into this offering. The November 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "November 2019 Note" and together, the "November 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a fixed conversion price equal to $4.50 per share. The November 2019 Notes mature six months after the anniversary of their issuance dates. At any time on or after the Maturity Date, at the election of the Offering's Purchaser, this Note may convert into Common Stock equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest of this Note on the date of such conversion by $4.50. The Company recorded a $84,377 debt discount relating to an original issue discount equal to $79,933 and a beneficial conversion feature of $4,444. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party | Note 8 – Related Party Note receivable October 2019 Cacher Loan Agreement On October 28, 2019, the Company entered into a loan agreement with Cacher Studios LLC (the "October 2019 Cacher Loan Agreement") whereby Cacher Studios issued the Company a promissory note in the principal amount of $11,450 (the "October 2019 Cacher Note"). The October 2019 Cacher Note has a maturity date of October 28, 2020. Repayment is due from Cacher Studios LLC's revenues, with 100% of net revenues due to the Company until $2,500 in principal has been repaid, and 50% of net revenues due to the Company thereafter. Cacher Studios LLC is owned and operated by Alexandra Frommer, daughter of Jeremy Frommer, the Company's CEO. Convertible notes Convertible notes payable – related party as of December 31, 2019 and 2018 is as follows: Outstanding Principal as of Warrants granted December 31, December 31, Interest Maturity Date Quantity Exercise The March 2018 Convertible Note Offering 400 400 14 % April 2020 59,850 4.00 The February 2019 Convertible Note Offering 20,000 - 10 % May 2020 1,320 6.00 20,400 400 Less: Debt Discount (13 ) (72 ) Less: Debt Issuance Costs - - 20,387 328 Less: Current Debt (20,387 ) - Total Long-Term Debt $ - $ 328 The August 2017 Convertible Note Offering During the year ended December 31, 2017, the Company conducted multiple closings of a private placement offering to accredited investors (the "The August 2017 Convertible Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "August 2017 Investors") for aggregate gross proceeds of $505,000. In addition, $645,000 of the Company's short-term debt along with accrued but unpaid interest of $206,026 was converted into the August 2017 Convertible Offering. These conversions resulted in the issuance of 227,756 warrants with a fair value of $440,157 and the increase of principal of $60,000. These resulted in a loss on extinguishment of debt of $500,157. The Company offered, through a placement agent, $6,000,000 of units of its securities (each, an "August 2017 Unit" and collectively, the "August 2017 Units"), with each August 2017 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "August 2017 Note" and together the "August 2017 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The August 2017 Notes mature on the second (2nd) anniversary of their issuance dates. The Conversion Price of the August 2017 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $160,700 debt discount relating to 126,250 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $1,416,026 of principal and $202,362 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below). The Second December 2017 Note On December 21, 2017, the Company issued a convertible note to a third-party lender totaling $100,000 (the "Second December 2017 Note"). The Second December 2017 Note accrues interest at 15% per annum and matures with interest and principal both due on December 27, 2019. In addition, the Company issued a warrant to purchase 25,000 shares of Company common stock. The warrant entitles the holder to purchase the Company's common stock at a purchase price of $4.00 per share for a period of five years from the issue date. The Company recorded a $36,722 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note The Second December 2017 Note and accrued interest is convertible at a conversion price of $4.00 per share, subject to adjustment. The Second December 2017 Note is secured as a second priority lien on the assets of the Company. During the year ended December 31, 2018, the Company converted $100,000 of principal and $10,542 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below) and the note is no longer outstanding. The February 2018 Convertible Note Offering During the year ended December 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "February 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "Investors") for aggregate gross proceeds of $25,000. The February 2018 Convertible Note Offering consisted of a maximum of $750,000 of units of the Company's securities (each, a "February 2018 Unit" and collectively, the "February 2018 Units"), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Note" and together the "February 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The February 2018 Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Notes are secured by a second priority security interest in the Company's assets up to $1,000,000. The Conversion Price of the Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The conversion feature of the February 2018 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature ("BCF"). When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $1,063, the discount is being accreted over the life of the first Debenture to accretion of debt discount and issuance cost. The Company recorded a $11,054 debt discount relating to 6,250 warrants issued to Investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. In connection with the Offering, the Company retained Network 1 Financial Securities, Inc. (the "Placement Agent"), to carry out the Offering on a "best-efforts" basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $3,250 and issued to the Placement Agent shares of the Company's common stock equal to ten percent (10%) of the Conversion Shares underlying the Notes or 625 shares that had a fair value of $2,606, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $25,000 of principal and $2,219 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below). The Second February 2018 Note On February 8, 2018, the Company issued a convertible note to a third-party lender totaling $40,750 (the "Second February 2018 Note"). The Second February 2018 Note accrues interest at 18% per annum and matures with interest and principal both due on December 31, 2018. In addition, the Company issued a warrant to purchase 4,075 shares of Company common stock. The warrant entitles the holder to purchase the Company's common stock at a purchase price of $4.00 per share for a period of five years from the issue date. The Company recorded a $7,963 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance and an original issue discount of $5,298. The debt discount is being accreted over the life of the note The Second February 2018 Note and accrued interest is convertible at a conversion price of $4.00 per share, subject to adjustment. The Second February 2018 Note is secured as a second priority lien on the assets of the Company. During the year ended December 31, 2018, the Company has repaid $5,298 in principal. In addition, the Company converted $35,452 of principal and $4,116 of unpaid interest into the August 2018 Equity Raise (as defined below). The March 2018 Convertible Note Offering During the year ended December 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "March 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "Investors") for aggregate gross proceeds of $239,400. The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000, of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The Notes mature on the second (2nd) anniversary of their issuance dates. The Conversion Price of the Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $84,854 debt discount relating to 59,850 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $239,000 of principal and $15,401 of unpaid interest into the August 2018 Equity Raise (as defined below). The February 2019 Convertible Note Offering During the Nine months ended September 30, 2019, the Company conducted an offering to accredited investors (the "February 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2019 Investors") for aggregate gross proceeds of $20,000. The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $5.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price"). During the nine months ended September 30, 2019 a total of 1,320 Warrants were issued in conjunction with The February 2019 Convertible Note Offering. The February 2019 Notes mature on the first (1 st The Company recorded a $2,465 debt discount relating to 1,320 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2019, $20,000 in principal was converted from a promissory note into this Offering. Notes payable Notes payable – related party as of December 31, 2019 and 2018 is as follows: Outstanding Principal as of Warrants granted December 31, December 31, Interest Maturity Date Quantity Exercise The May 2016 Rosen Loan Agreement $ - $ 1,000,000 13 % November 26, 2017 50,000 $ 8.00 The June 2018 Frommer Loan Agreement 10,000 10,000 6 % August 17, 2018 1,500 4.00 The July 2018 Rosen Loan Agreement - 56,695 6 % August 17, 2018 1,500 4.00 The July 2018 Schiller Loan Agreements 20,863 40,000 6 % August 17, 2018 7,500 4.00 The December 2018 Gravitas Loan Agreement - 50,000 6 % January 22, 2019 2,500 6.00 The December 2018 Rosen Loan Agreement - 75,000 6 % January 26, 2019 3,750 6.00 The January 2019 Rosen Loan Agreement - - 10 % February 15, 2019 15,000 6.00 The February 2019 Gravitas Loan Agreement - - 5 % February 28, 2019 375 6.00 The February 2019 Rosen Loan Agreement - - 10 % February 28, 2019 5,000 6.00 The June 2019 Loan Agreement 4,825,000 - 12.5 % December 3, 2019 - - The July 2019 Gravitas Loan Agreement - - 5 % September 1, 2019 1,000 6.00 The September 2019 Schiller Loan Agreement - - 4.5 % October 9, 2019 1,000 6.00 The September 2019 Tal Loan Agreement - - 5 % October 7, 2019 188 6.00 The December 2019 Gravitas Loan Agreement 300,000 - 6.7 % March 1, 2020 - - 5,155,863 1,231,695 Less: Debt Discount - (8,125 ) Less: Debt Issuance Costs (26,521 ) - 5,129,342 1,223,073 Less: Current Debt (5,129,342 ) (1,223,073 ) $ - $ - The May 2016 Rosen Loan Agreement On May 26, 2016, the Company entered into a loan agreement (the "May 2016 Rosen Loan Agreement") with Arthur Rosen, an individual ("Rosen"), pursuant to which on May 26, 2016 (the "Closing Date"), Rosen provided the Company a secured term loan in the principal amount of $1,000,000 (the "May 2016 Rosen Loan"). In connection with the May 2016 Rosen Loan Agreement, on May 26, 2016, the Company and Rosen entered into a security agreement (the "Rosen Security Agreement"), pursuant to which the Company granted to Rosen a senior security interest in substantially all of the Company's assets as security for repayment of the May 2016 Rosen Loan. Pursuant to the May 2016 Rosen Loan Agreement, the May 2016 Rosen Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of May 26, 2017 (the "May 2016 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due. The Company entered into an amendment to the May 2016 Rosen Loan extending the May 2016 Rosen Maturity Date to November 26, 2017. As additional consideration for entering in the May 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 50,000 shares of the Company's common stock at a purchase price of $2.00 per share (the "May 2016 Rosen Warrant"). The May 2016 Rosen Warrant contains anti-dilution provisions as further described therein. On September 7, 2017 (the "Conversion Date"), Rosen converted all accrued but unpaid interest on the May 2016 Rosen Loan from May 26, 2016 through September 6, 2017 in the amount of $124,306 (the "May 2016 Rosen Loan Interest") into the Company's August Convertible Note Offering, after which May 2016 Rosen Loan Interest was deemed paid in full through the Conversion Date. On March 29, 2019, the Company entered into an agreement with Mr. Rosen to further extend the maturity date of this loan to May 15, 2019. On June 3, 2019, this loan was converted into The June 2019 Loan Agreement (as defined below). The September 2017 Rosen Loan Agreement On September 8, 2017, the Company entered into a loan agreement (the "September 2017 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $224,000 (the "September 2017 Rosen Note"). The September 2017 Rosen Note is secured by an officer of the Company. As additional consideration for entering in the September 2017 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 1,250 shares of the Company's common stock at a purchase price of $4.00 per share. On November 13, 2017, in consideration for extending the September 2017 Rosen Note, Rosen was issued a warrant to purchase 5,000 shares of the Company's common stock exercisable within five (5) years and with an exercise price of $4.00 per share. On February 20, 2018, the Company entered into a forbearance agreement whereby the Company issued Rosen a five-year warrant to purchase 22,400 shares of the Company's common stock at a purchase price of $4.00 per share. These warrants had a fair value of $65,378 which was recorded to Loss on extinguishment of debt. The new maturity date of the September 2017 Rosen Loan Agreement is September 8, 2018. During the year December 31, 2018, the Company converted $224,000 of principal and $20,496 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below) and the loan is no longer outstanding. The November 2017 Schiller Loan Agreement On November 20, 2017, the Company entered into a loan agreement (the "November 2017 Schiller Loan Agreement") with Mr. Len Schiller ("Schiller"), a member of the Company's Board of Directors, whereby the Company issued Schiller a promissory note in the principal amount of $25,000 (the "November 2017 Schiller Note"). Pursuant to the November 2017 Schiller Loan Agreement, the November 2017 Schiller Note bears interest at a rate of 15% per annum. During the year ended December 31, 2018 the Company repaid $25,000 in principal and $637 in interest and the loan is no longer outstanding. The January 2018 Rosen Loan Agreement On January 16, 2018, the Company entered into a loan agreement (the "January 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $60,000 (the "January 2018 Rosen Note"). The January 2018 Rosen Note is secured by Jeremy Frommer, whereas upon default Mr. Frommer would owe his own personal default shares of the Company's common stock to Rosen equal to the amount of principal outstanding divided by 4.00. Pursuant to the January 2018 Rosen Loan Agreement, the January 2018 Rosen Note bears interest at a rate of 6% per annum and was payable on the maturity date of January 31, 2018 (the "January 2018 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan became due. During the year ended December 31, 2018, the Company repaid $60,000 in principal and $200 in interest and the loan is no longer outstanding. The January 2018 Gordon Loan Agreement On January 16, 2018, the Company entered into a loan agreement (the "January 2018 Gordon Loan Agreement") with Mr. Christopher Gordon ("Gordon"), whereby the Company issued Gordon a promissory note in the principal amount of $40,000 (the "January 2018 Gordon Note"). The January 2018 Gordon Note is secured by Jeremy Frommer, whereas upon default Mr. Frommer would owe his own personal default shares of the Company's common stock to Gordon equal to the amount of principal outstanding divided by 4.00. Pursuant to the January 2018 Gordon Loan Agreement, the January 2018 Gordon Note bears interest at a rate of 6% per annum and payable on the maturity date of January 31, 2018 (the "January 2018 Gordon Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the January 2018 Gordon Note became due. During the year ended December 31, 2018, the Company repaid $40,000 in principal and $105 in interest and the loan is no longer outstanding. The First March 2018 Rosen Loan Agreement On March 4, 2018, the Company entered into a loan agreement (the "First March 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $10,000 (the "First March 2018 Rosen Note"). As additional consideration for entering in the First March 2018 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 500 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the First March 2018 Rosen Loan Agreement, the First March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 19, 2018 (the "First March 2018 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First March 2018 Rosen Note was due. During the year ended December 31, 2018, the Company repaid $10,000 in principal and $260 in interest and the loan is no longer outstanding. The Second March 2018 Rosen Loan Agreement On March 9, 2018, the Company entered into a loan agreement (the "Second March 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $15,000 (the "Second March 2018 Rosen Note"). As additional consideration for entering in the Second March 2018 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 750 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the Second March 2018 Rosen Loan Agreement, the Second March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 24, 2018 (the "Second March 2018 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second March 2018 Rosen Note was due. During the year ended December 31, 2018, the Company repaid $15,000 in principal and $365 in interest and the loan is no longer outstanding. The Third March 2018 Rosen Loan Agreement On March 13, 2018, the Company entered into a loan agreement (the "Third March 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $10,000 (the "Third March 2018 Rosen Note"). As additional consideration for entering in the Third March 2018 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 500 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the Third March 2018 Rosen Loan Agreement, the Third March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 28, 2018 (the "Third March 2018 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third March 2018 Rosen Note was due. During the year ended December 31, 2018, the Company repaid $10,000 in principal and $230 in interest and the loan is no longer outstanding. The May 2018 Schiller Loan Agreement On May 2, 2018, the Company entered into a loan agreement (the "May 2018 Schiller Loan Agreement") with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal amount of $100,000 (the "May 2018 Schiller Note"). As additional consideration for entering in the May 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 300,000 shares of the Company's common stock at a purchase price of $0.20 per share. Pursuant to the May 2018 Schiller Loan Agreement, the May 2018 Schiller Note bears interest at a rate of 13% per annum and is payable on the maturity date of February 02, 2019 (the "May 2018 Schiller Maturity Date"). During the year ended December 31, 2018, the Company converted $100,000 of principal and $4,369 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below) and the loan is no longer outstanding. The June 2018 Frommer Loan Agreement On June 29, 2018, the Company entered into a loan agreement (the "June 2018 Frommer Loan Agreement") with Jeremy Frommer, an officer of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $10,000 (the "June 2018 Frommer Note"). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a four-year warrant to purchase 1,500 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the June 2018 Frommer Loan Agreement, the June 2018 Frommer Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018 (the "June 2018 Frommer Maturity Date"). On November 8, 2018 the Company executed upon an agreement that extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 2,043 warrants to purchase common stock of the Company at an exercise price of $6.00. These warrants had a fair value of $4,645 which was recorded to loss on extinguishment of debt. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 2,077 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019. On June 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 15, 2019. On December 15, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date to May 15, 2020. The First July 2018 Schiller Loan Agreement On July 3, 2018, the Company entered into a loan agreement (the "First July 2018 Schiller Loan Agreement") with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $35,000 (the "First July 2018 Schiller Note"). As additional consideration for entering in the First July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 3,750 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 7,149 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 3,204 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019. During the year ended December 31, 2019 $15,000 in principal and $863 of unpaid interest was converted into the February 2019 Convertible Note Offering and the loan is no longer outstanding. The Second July 2018 Schiller Loan Agreement On July 17, 2018, the Company entered into a loan agreement (the "Second July 2018 Schiller Loan Agreement") with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $25,000 (the "Second July 2018 Schiller Note"). As additional consideration for entering in the Second July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 3,750 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the Second July 2018 Schiller Loan Agreement, the Second July 2018 Schiller Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 5,095 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 5,180 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019. On December 15, 2019 the Company entered into an agreement that further extended the maturity date of this loan to May 15, 2020. During the year ended December 31, 2019 $4,137 in principal was converted into the February 2019 Convertible Note Offering. The First July 2018 Rosen Loan Agreements On July 12, 2018, the Company entered into a loan agreement (the "First July 2018 Rosen Loan Agreement") with Rosen, an officer of the Company, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $10,000 (the "First July 2018 Rosen Note"). Pursuant to the First July 2018 Rosen Loan Agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 1,377 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 10,370 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019. During the year ended December 31, 2019 the company repaid $10,000 of principal and $1,123 of unpaid interest and th |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 9 – Stockholders' Deficit Shares Authorized The Company is authorized to issue up to thirty-five million (35,000,000) shares of capital stock, of which fifteen million (15,000,000) shares are designated as common stock, par value $0.001 per share, and twenty million (20,000,000) are designated as "blank check" preferred stock, par value $0.001 per share. The designations, rights, and preferences of such preferred stock are to be determined by the Company's board of directors. Reverse Stock Split On July 25, 2019, following board of directors approval, the Company filed a Certificate of Change to its Articles of Incorporation (the "Amendment"), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the "Reverse Stock Split") of its common stock, par value $0.001 per share, without any change to its par value. The Amendment became effective on July 30, 2019. The number of common stock authorized was proportionately reduced pursuant to Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were "rounded up" to the next whole share. All share and per share amounts for the common stock have been retroactively restated to give effect to the reverse splits. Preferred Stock As of December 31, 2019, and 2018 there were no preferred stock issued or outstanding. Series A Cumulative Convertible Preferred Stock On February 13, 2015, 100,000 shares of preferred stock were designated as Series A Cumulative Convertible Preferred Stock ("Series A"). Each share of Series A shall have a stated value equal to $100 (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the "Series A Stated Value"). The holders of the Series A shall be entitled to receive preferential dividends at the rate of 6% per share per annum on the Series A Stated Value, but before any dividend or other distribution will be paid or declared and set apart for payment on any shares of any Junior Stock, as defined. Such dividends shall compound annually and be fully cumulative, and shall accumulate from the date of original issuance of the Series A and shall be payable quarterly, in arrears, commencing on the first day of the calendar quarter following the date on which the Series A is issued. Upon the occurrence of an Event of Default (as defined below) and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series A Stated Value. At the Company's option, such dividend payments may be made in (i) cash (ii) additional shares of Series A valued at the Series A Stated Value thereof, in an amount equal to 150% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series A, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series A Preferred. The dividends on the Series A shall be cumulative whether or not declared so that, if at any time full cumulative dividends at the rate aforesaid on all shares of the Series A then outstanding from the date from and after which dividends thereon are cumulative to the end of the annual dividend period next preceding such time shall not have been paid or declared and set apart for payment, or if the full dividend on all such outstanding Series A for the then current dividend period shall not have been paid or declared and set apart for payment, the amount of the deficiency shall be paid or declared and set apart for payment before any sum shall be set apart for or applied by the Corporation or a subsidiary of the Corporation to the purchase, redemption or other acquisition of the Series A or any shares of any other class of stock ranking on a parity with the Series A and before any dividend or other distribution shall be paid or declared and set apart for payment on any Junior Stock and before any sum shall be set aside for or applied to the purchase, redemption or other acquisition of any Junior Stock. Holder of Series A shall have the right at any time after the issuance, to convert such shares, accrued but unpaid declared dividends on the Series A and any other sum owed by the Corporation arising from the Series A into fully paid and non-assessable shares of Common Stock (the "Conversion Shares") of the Corporation determined in accordance with the applicable conversion price (the "Conversion Price"). The number of Conversion Shares issuable upon conversion shall equal (i) the sum of (A) the Series A Stated Value being converted and/or (B) at the Holder's election, accrued and unpaid dividends or any other component of the Conversion Amount, divided by (ii) the Conversion Price. The Conversion Price of the Series A shall be $5.00, subject to adjustment. During the year ended December 31, 2016 the conversion price was adjusted to $3.28 The Corporation and the Holder may not convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this provision is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days' prior written notice to the Corporation. The holders of our Series A do vote together with the holders of our Common Stock on an as converted basis on each matter submitted to a vote of holders of Common Stock. The number of votes that may be cast by a holder of Series A shall be equal to the number of shares of Common Stock issuable upon conversion of such Holder's Series A on the record date for determining those stockholders entitled to vote on the matter. In addition, the affirmative vote of the holders of a majority of our outstanding Series A is required to for the following actions: (a) amending the Corporation's articles of incorporation or by-laws if such amendment would adversely affect the Series A (b) purchasing any of the Corporation's securities other than required redemptions of Series A and repurchase under restricted stock and option agreements authorizing the Corporation's employees; (c) effecting a Liquidation Event; (d) declaring or paying any dividends other than in respect of the Series A; and (e) issuing any additional securities having rights senior to or on parity with the Series A. During the years ended December 31, 2018, the Company accrued $0 for liquidating damages on the Series A and $0 on the warrants associated with the Series A. During the year ended December 31, 2018 the Company converted the remaining Series A into the August 2018 Equity Raise. See below. Series B Cumulative Convertible Preferred Stock On December 21, 2015, 20,000 shares of preferred stock were designated as Series B Cumulative Convertible Preferred Stock ("Series B"). Each share of Series B shall have a stated value equal to $100.00 (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the "Series B Stated Value"). The holders of outstanding shares of Series B shall be entitled to receive preferential dividends at the rate of 6% per share per annum on the Series B Stated Value, but before any dividend or other distribution will be paid or declared and set apart for payment on any shares of any Junior Stock as defined. Such dividends shall compound annually and be fully cumulative and shall accumulate from the date of original issuance of the Series B, and shall be payable quarterly, in arrears, commencing on the first day of the calendar quarter following the date on which the Series B is issued. Upon the occurrence of an Event of Default as defined below and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series B Stated Value. At the Corporation's option, such dividend payments may be made in (i) cash (ii) additional shares of Series B valued at the Series B Stated Value thereof, in an amount equal to 100% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series B, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series B Preferred. The dividends on the Series B shall be cumulative whether or not declared so that, if at any time full cumulative dividends at the rate aforesaid on all shares of the Series B then outstanding from the date from and after which dividends thereon are cumulative to the end of the annual dividend period next preceding such time shall not have been paid or declared and set apart for payment, or if the full dividend on all such outstanding Series B for the then current dividend period shall not have been paid or declared and set apart for payment, the amount of the deficiency shall be paid or declared and set apart for payment before any sum shall be set apart for or applied by the Corporation or a subsidiary of the Corporation to the purchase, redemption or other acquisition of the Series B or any shares of any other class of stock ranking on a parity with the Series B and before any dividend or other distribution shall be paid or declared and set apart for payment on any Junior Stock and before any sum shall be set aside for or applied to the purchase, redemption or other acquisition of any Junior Stock. Holders of shares of Series B shall have the right at any time commencing after the issuance to convert such shares, accrued but unpaid declared dividends on the Series B into fully paid and non-assessable shares of Common Stock (the "Conversion Shares") of the Corporation determined in accordance with the applicable conversion price (the "Conversion Price"). All declared or accrued but unpaid dividends may be converted at the election of the Holder together with or independent of the conversion of the Series B Stated Value of the Series B. The number of Conversion Shares issuable upon conversion of the Conversion Amount shall equal (i) the sum of (A) the Series B Stated Value being converted and/or (B) at the Holder's election, accrued and unpaid dividends or any other component of the Conversion Amount, divided by (ii) the Conversion Price. The Conversion Price of the Series B shall be $6.00, subject to adjustment. During the year ended December 31, 2016 the conversion price was adjusted to $3.94. The Corporation and the Holder may not convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days' prior written notice to the Corporation. The holders of our Series B do vote together with the holders of our Common Stock on an as converted basis on each matter submitted to a vote of holders of Common Stock. The number of votes that may be cast by a holder of Series B shall be equal to the number of shares of Common Stock issuable upon conversion of such Holder's Series B on the record date for determining those stockholders entitled to vote on the matter. In addition, the affirmative vote of the holders of a majority of our outstanding Series B is required to for the following actions: (a) amending the Corporation's articles of incorporation or by-laws if such amendment would adversely affect the Series B (b) purchasing any of the Corporation's securities other than required redemptions of Series B and repurchase under restricted stock and option agreements authorizing the Corporation's employees; (c) effecting a Liquidation Event; (d) declaring or paying any dividends other than in respect of the Company's Series A or Series B; and (e) issuing any additional securities having rights senior to the Series B. During the years ended December 31, 2018, the Company accrued $0 for liquidating damages on the Series B and $0 on the warrants associated with the Series B. During the year ended December 31, 2018 the Company converted the remaining Series B into the August 2018 Equity Raise. See below. Common Stock On January 31, 2018, the Company issued 18,750 shares of its restricted common stock to settle outstanding vendor liabilities of $3,750. In connection with this transaction the Company also recorded a gain on settlement of vendor liabilities of $375. During the year ended December 31, 2018, the Company issued 610,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $116,300. These shares were recorded as common stock issued for prepaid services and will be expensed over the life of the consulting contract to share based payments. During the year ended December 31, 2018 the Company recorded $72,835 to share based payments. On January 4, 2019, the Company issued 100,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $240,000. On January 3, 2019, the Company issued 25,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $70,050. August 2018 Equity Raise Effective August 31, 2018 (the "Effective Date"), the Company consummated the initial closing (the "Initial Closing") of a private placement offering of its securities of up to $5,000,000 (the "August 2018 Equity Raise"). In connection with the August 2018 Equity Raise, the Company entered into definitive securities purchase agreements (the "Purchase Agreements") for aggregate gross proceeds of $649,829 and $2,787,462 during the years ended December 31, 2019 and 2018 respectively. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 129,966 and 557,492 shares of common stock at $5.00 per share and received warrants to purchase 129,966 and 557,492 shares of common stock at an exercise price of $6.00 per share (the "Purchaser Warrants", collectively, the "Securities"). The Purchaser Warrants are exercisable for a term of five years from the Initial Exercise Date (as defined in the Purchaser Warrants). In connection with the August 2018 Equity Raise, the Company will issue 110,000 shares of Common Stock, will pay fees of $161,406 and will grant warrants to purchase 6,999 shares of common stock at an exercise price of $6.00 per share for services rendered as the Company's placement agent in the Private Offering. The Company has recorded $334,985 to stock issuance costs, which are part of Additional Paid-in Capital. Letter Agreements for the Conversion of Debt and Preferred Stock In connection with the August 2018 Equity Raise, the Company entered into those certain letter agreements (the "Debt Conversion Agreements") with certain holders of its debt securities (the "Debt Holders"), for the conversion of an aggregate amount of $7,997,939 of principal and $1,028,890 of accrued but unpaid interest of the Company's debt obligations into 2,256,448 shares of Common Stock at a conversion price equal to $4.00 per share. Additionally, as inducement to enter into the Debt Conversion Agreement, the Debt Holders were issued warrants to purchase 1,128,225 shares of Common Stock at an exercise price equal to $6.00 per share, expiring five years from the date of issuance (the "Incentive Debt Warrants"). The Company recorded a Loss on extinguishment of debt of $2,913,934 in connection with of the debt conversions. See Notes 7, 8 and 9. Concurrently with its entrance in the Debt Conversion Agreements, the Company entered into those letter agreements (the "Preferred Stock Conversion Agreements") with certain holders (the "Preferred Holders") of its Series A Cumulative Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock (the "collectively, the Preferred Stock") whereby the Preferred Holders converted 38,512 shares of the Preferred Stock into an aggregate of 1,343,329 shares of Common Stock at conversion prices equal to $3.94 per share for Series A and $3.28 per share for Series B. As in an inducement to enter into the Preferred Stock Conversion Agreements, the Preferred Holders were issued warrants to purchase 671,665 shares of Common Stock at an exercise price equal to $6.00 per share, expiring five years from the date of issuance (the "Incentive Preferred Warrants", and together with the Incentive Debt Warrants, the "Incentive Warrants"). The Company recorded an inducement of $2,016,634 in connection with of the Preferred conversions and is recorded as an adjustment to net loss attributable to common shareholders, on the statements of operations. Tender offers Warrants Common Warrants Shares Tender offer 1 3,091,648 1,030,539 2,546,581 848,854 Tender offer 2 2,687,742 1,336,371 2,502,607 1,251,319 Total 5,779,390 2,366,910 5,049,188 2,100,173 Tender 1 In February 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 1 Warrants"), each with an exercise price of $4.00, by agreeing to receive thirty-three thousand three hundred and thirty three (1,667) Shares in exchange for every one-hundred thousand (5,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on April 15, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense. Tender 2 In April 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 2 Warrants"), each with an exercise price of $6.00, by agreeing to receive fifty thousand (2,500) Shares in exchange for every one-hundred thousand (5,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on May 17, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense. Stock Options The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used for options granted during the year ended December 31, 2019 and 2018 are as follows: December 31, December 31, Exercise price $4.40-2.20 6.00-15 Expected dividends 0 % 0 % Expected volatility 102.76 % 93.64%-116.27% Risk free interest rate 1.61 % 2.2%-2.56 Expected life of option 10 years 3.6 - 4.3 years The following is a summary of the Company's stock option activity: Options Weighted Weighted Balance – December 31, 2017 – outstanding 882,500 $ 8.40 3.27 Granted - - - Exercised - - - Cancelled/Modified - - - Balance – December 31, 2018 – outstanding 882,500 8.40 3.27 Balance – December 31, 2018 – exercisable 765,833 7.20 3.25 Balance – December 31, 2018 – outstanding 882,500 8.40 3.27 Granted 29,000 3.22 10.01 Exercised - - - Cancelled/Modified - - - Balance – December 31, 2019 – outstanding 911,500 8.16 2.51 Balance – December 31, 2019 – exercisable 911,500 $ 8.16 2.51 During the year ended December 31, 2019 the Company granted options of 29,000 to consultants. As of the date of this filing the company has not issued these options. At December 31, 2019, the aggregate intrinsic value of options outstanding and exercisable was $0 and $0, respectively. Stock-based compensation for stock options has been recorded in the consolidated statements of operations and totaled $14,336 and $446,123, for the year ended December 31, 2018 and 2019, respectively. The following is a summary of the Company's stock options granted during the year ended December 31, 2019: Options Value Purpose for Grant 29,000 $ 3,021 Service Rendered The following is a summary of the Company's stock options granted during the year ended December 31, 2018: Options Value Purpose for Grant 35,000 $ 56,495 Service Rendered Warrants The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used for warrants granted during the year ended December 31, 2019 are as follows: December 31, December 31, Exercise price $ 6.00 $ 4.00-$6.00 Expected dividends 0 % 0 % Expected volatility 78.50% - 116.92 % 92.14% - 109.54 % Risk free interest rate 1.32% - 2.75 % 1.64% - 3.09 % Expected life of warrant 4 – 5 years 4 – 5 years Warrant Activities The following is a summary of the Company's warrant activity: Warrants Weighted Outstanding – December 31, 2017 2,312,000 $ 5.00 Granted 3,236,141 5.40 Exercised - - Forfeited/Cancelled - - Outstanding – December 31, 2018 5,548,141 5.40 Granted 463,832 5.89 Exercised - - Forfeited/Cancelled (5,269,753 ) 5.32 Outstanding and Exercisable – December 31, 2019 742,221 $ 5.25 Warrants Outstanding Warrants Exercisable Exercise price Number Weighted Weighted Number Weighted $ 5.25 742,221 2.71 5.25 742,221 2.71 During the year ended December 31, 2019, a total of 133,190 warrants were issued with convertible notes (See Note 6 above). The warrants have a grant date fair value of $252,533 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2019, a total of 128,905 warrants were issued with notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $205,509 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2019, a total of 1,320 warrants were issued with convertible notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $2,465 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2019, a total of 129,966 warrants were issued with the August 2018 Equity Raise (See above). The warrants have a grant date fair value of $334,985 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2019, a total of 42,443 warrants were issued in exchange for services. The warrants have a grant date fair value of $122,777 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2018, a total of 2,962,884 warrants were issued with promissory notes (See Note 6 above). The warrants have a grant date fair value of $501,268 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2018, a total of 10,481,016 warrants were issued with convertible notes (See Note 7 above). The warrants have a grant date fair value of $1,284,683 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2018, a total of 2,530,242 warrants were issued with notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $429,340 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2018, a total of 1,403,500 warrants were issued with convertible notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $162,834 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2018, a total of 47,287,641 warrants were issued with the August 2018 Equity Raise (See above). The warrants have a grant date fair value of $6,418,381 using a Black-Scholes option-pricing model and the above assumptions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Lease Agreements On May 5, 2018, the Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. Total amount due under this lease is $411,150. On April 1, 2019, the Company signed a 4-year lease for approximately 796 square feet of office space at 2050 Center Avenue Suite 660, Fort Lee, New Jersey 07024. Commencement date of the lease is April 1, 2019. Total amount due under this lease is $108,229 The components of lease expense were as follows: Year Ended Operating lease cost $ 101,341 Short term lease cost (6,434 ) Total net lease cost $ 94,907 Supplemental cash flow and other information related to leases was as follows: Year Ended Cash paid for amounts included in the measurement of lease liabilities: ROU asset obtained in exchange for lease obligation 349,997 Operating lease payments 60,764 Weighted average remaining lease term (in years): 3.5 Weighted average discount rate: 13 % Total future minimum payments required under the lease as of December 31, 2019 are as follows: Twelve Months Ending December 31, 2020 $ 104,922 2021 108,983 2022 114,627 2023 53,094 Total $ 381,626 Rent expense for the years ended December 31, 2019 and 2018 was $198,473 and $179,186 respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 – Income Taxes Components of deferred tax assets are as follows: December 31, December 31, Net deferred tax assets – Non-current: Depreciation $ (63,676 ) $ 14,168 Amortization 7,437 - Stock based compensation 659,384 533,187 Expected income tax benefit from NOL carry-forwards 5,229,445 3,413,650 Less valuation allowance (5,832,590 ) (3,961,005 ) Deferred tax assets, net of valuation allowance $ - $ - Income Tax Provision in the Consolidated Statements of Operations A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows: For the Year Ended For the Year Ended Federal statutory income tax rate 21.0 % 21.0 % State tax rate, net of federal benefit 6.5 % 6.5 % Change in valuation allowance on net operating loss carry-forwards (27.5 )% (27.5 )% Effective income tax rate 0.0 % 0.0 % Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets of the Company will not be fully realizable for the year ended December 31, 2019 and 2018. Accordingly, management had applied a full valuation allowance against net deferred tax assets as of December 31, 2019 and 2018. As of December 31, 2019, the Company had approximately $ 21 million of federal net operating loss carryforwards available to reduce future taxable income which will begin to expire in 2033 for both federal and state purposes. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "Act") was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the "Code"). The Act reduces the federal corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017. ASC 470 requires the Company to remeasure the existing net deferred tax asset in the period of enactment. The Act also provides for immediate expensing of 100% or the costs of qualified property that is incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. Additionally, effective January 1, 2018, the Act imposes possible limitations on the deductibility of interest expense. As a result of the provisions of the Act, the Company's deduction for interest expense could be limited in future years. The effects of other provisions of the Act are not expected to have a material impact on the Company's financial statements. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118") to provide guidance on accounting for the tax effects of the Act. SAB 118 provides a measurement period that begins in the reporting period that includes the Act's enactment date and ends when an entity has obtained, prepared and analyzed the information that was needed in order to complete the accounting requirements under ASC 720. However, in no circumstance should the measurement period extend beyond one year from the enactment date. In accordance with SAB 118, a company must reflect in its financial statements the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. SAB 118 provides that to the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete, but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. The Company does not reflect a deferred tax asset in its financial statements but includes that calculation and valuation in its footnotes. We are still analyzing the impact of certain provisions of the Act and refining our calculations. The Company will disclose any change in the estimates as it refines the accounting for the impact of the Act. Federal and state tax laws impose limitations on the utilization of net operating losses and credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company's ability to utilize these carryforwards may be limited as a result of an ownership change which may have already happened or may happen in the future. Such an ownership change could result in a limitation in the use of the net operating losses in future years and possibly a reduction of the net operating losses available |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 12 – Subsequent Events Subsequent to December 31, 2019 the company entered into seven promissory note agreements. The Company received proceeds of $584,900. As additional consideration for entering in the promissory note agreements, the investors were granted a total of 748 warrants to purchase the Company's common stock. Subsequent to December 31, 2019 the company entered into five convertible promissory note agreements. The Company received proceeds of $770,000. As additional consideration for entering in the convertible promissory note agreements, the investors were granted a total of 144,995 warrants to purchase the Company's common stock. |
Significant and Critical Acco_2
Significant and Critical Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company's critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern (ii) Fair value of long-lived assets: (iii) Valuation allowance for deferred tax assets (iv) Estimates and assumptions used in valuation of equity instruments (v) Operating lease Estimates and assumptions: These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Principles of consolidation | Principles of consolidation The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists. As of December 31, 2019, the Company’s consolidated subsidiaries and/or entities are as follows: Name of combined affiliate State or other jurisdiction of incorporation or organization Company Ownership Interest Jerrick Ventures LLC Delaware 100% Abacus Tech Pty Ltd Australia 100% Seller’s Choice, LLC New Jersey 100% Jerrick Global, LLC Delaware 100% Jerrick Investment Advisors LLC Delaware 100% Jerrick Partners LLC Delaware 100% Maven Tech LLC Delaware 100% OG Collection LLC Delaware 100% VMENA LLC Delaware 100% Vocal For Brands, LLC Delaware 100% Vocal Ventures LLC Delaware 100% What to Buy, LLC Delaware 100% All inter-company balances and transactions have been eliminated. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Computer equipment and software 3 Furniture and fixture 2 Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. |
Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets | Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charges during the years presented. We review goodwill for impairment at least annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of our single reporting unit below its carrying value. As of December 31, 2019, no impairment of goodwill has been identified. Acquired finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. We routinely review the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. |
Commitments and Contingencies | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. |
Foreign Currency | Foreign Currency Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at our Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of shareholders' equity in accumulated other comprehensive income. Gains and losses from foreign currency transactions, which are included in SG&A, have not been significant in any period presented. |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The impact of adopting the new revenue standard was not material to our consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Revenue disaggregated by revenue source for the years ended December 31, 2019 and 2018 consists of the following: Year Ended 2019 2018 Branded content $ 107,115 $ 60,485 Managed Services 283,332 - Creator Subscriptions 31,997 - Affiliate sales 15,300 11,553 Other revenue 15,042 8,860 $ 453,006 $ 80,898 Branded Content Branded content represents the revenue recognized from the Company's obligation to create and publish branded articles for clients on the Vocal platform and promote said stories, tracking engagement for the client. The performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. The revenue is recognized over time as the services are performed. Below are the significant components of a typical agreement pertaining to branded content revenue: ● The Company collects fixed fees ranging from $5,000 to $45,000 ● The articles are created and published within three months of the signed agreement, or as previously negotiated with the client ● The articles are promoted per the contract and engagement reports are provided to the client ● The client pays 50% at signing and 50% upon completion ● Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee Affiliate Sales Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a "click through" basis, upon referring visitors, via said links, to an affiliate's site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, Amazon, and Tune, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made. Subscription Vocal+ is a premium subscription offering for Vocal creators. In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually. Vocal+ subscribers receive access to value-added features such as increased rate of CPM cost per mille (thousand) ("CPM") monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned. Managed Services The Company provides Studio/Agency Service offerings to business-to-business (B2B) and business-to-consumer (B2C) product and service brands which encompasses a full range of digital marketing and e-commerce solutions. The Company's services include the setup and ongoing management of clients' websites, Amazon and Shopify storefronts and listings, social media pages, search engine marketing, and other various tools and sales channels utilized by e-commerce sellers for sales and growth optimization. Contracts are broken into three categories Partners, Monthly Services, and Projects. Contract amounts Partner and Monthly Services clients range from approximately $500-$7,500 per month while project amounts vary depending on the scope of work. Partner and Monthly clients are billed monthly for the work completed within that month. Partner Clients may or may not have an additional billing component referred to as Sales Performance Fee, which is a fee based upon a previously agreed upon percentage point of the client's total sales for the month. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of December 31, 2019 and 2018, the Company had deferred revenue of $50,691 and $9,005, respectively. |
Accounts Receivable and Allowances | Accounts Receivable and Allowances Accounts receivable are recorded and carried when the Company uploads the articles and reaches the required number of views on the platform. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the year ended December 31, 2019 the Company recorded $33,503 as reserve doubtful accounts. As of December 31, 2019 and 2018 the Company has an allowance for doubtful accounts of $33,503 and $0 respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all equity–based payments granted in accordance with ASC 718 "Compensation – Stock Compensation". Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management's best estimate. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company's actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period. |
Income Taxes | Income Taxes Income taxes are provided in accordance with ASC No. 740, " Accounting for Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 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 addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management's opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. During the year ended December 31, 2019, we recognized a $292,383 benefit for research and development tax credits in other income on the Statements of Comprehensive Income (Loss). The tax credits were claimed on our previous Australian tax returns and were based upon a research and development costs paid to an Australian company. Unrecognized tax benefits associated with these tax credits total $68,000. |
Loss Per Share | Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the years ended December 31, 2019 and 2018 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at December 31, 2019 and 2018: December 31, 2019 2018 Options 911,500 882,500 Warrants 742,221 5,542,954 Convertible notes - related party 5,438 2,889 Convertible notes 724,751 41,989 Totals 2,383,910 6,470,332 |
Reclassifications | Reclassifications Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under ASU 2016-02, lessees will, among other things, require lessees to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, “Revenue from Contracts with Customers.” ASU 2016-02 became effective for us on January 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842) - Targeted Improvements,” which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, “Leases (Topic 842) - Narrow-Scope Improvements for Lessors,” which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. As of January 1, 2019, the Company adopted ASU 2016-02 and has recorded a right-of-use asset and lease liability on the balance sheet for its operating leases. We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also do not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We expect to account for lease and non-lease components separately because such amounts are readily determinable under our lease contracts and because we expect this election will result in a lower impact on our balance sheet. |
Recent Accounting Guidance Not Yet Adopted | Recent Accounting Guidance Not Yet Adopted In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory", which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard. In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on the current Step 1). We do not believe the new guidance, which is effective for fiscal years beginning after December 15, 2019, will have a material impact on our consolidated financial statemen In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820) In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contrac Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. |
Significant and Critical Acco_3
Significant and Critical Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of consolidated subsidiaries and/or entities | Name of combined affiliate State or other jurisdiction of incorporation or organization Company Ownership Interest Jerrick Ventures LLC Delaware 100% Abacus Tech Pty Ltd Australia 100% Seller’s Choice, LLC New Jersey 100% Jerrick Global, LLC Delaware 100% Jerrick Investment Advisors LLC Delaware 100% Jerrick Partners LLC Delaware 100% Maven Tech LLC Delaware 100% OG Collection LLC Delaware 100% VMENA LLC Delaware 100% Vocal For Brands, LLC Delaware 100% Vocal Ventures LLC Delaware 100% What to Buy, LLC Delaware 100% |
Schedule of property and equipment estimated useful lives | Estimated Useful Computer equipment and software 3 Furniture and fixture 2 |
Schedule of revenue disaggregated by revenue | Year Ended 2019 2018 Branded content $ 107,115 $ 60,485 Managed Services 283,332 - Creator Subscriptions 31,997 - Affiliate sales 15,300 11,553 Other revenue 15,042 8,860 $ 453,006 $ 80,898 |
Schedule of common stock equivalents | December 31, 2019 2018 Options 911,500 882,500 Warrants 742,221 5,542,954 Convertible notes - related party 5,438 2,889 Convertible notes 724,751 41,989 Totals 2,383,910 6,470,332 |
Acquisition of Seller_s Choice
Acquisition of Seller’s Choice (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Merger Agreement [Abstract] | |
Schedule of merger transaction | Shares Amount Consideration paid prior to Closing: Cash paid $ 40,000 Total consideration paid - $ 40,000 Consideration paid at Closing: Cash paid $ 300.000 Common stock issued at closing (1) 333,334 $ 1,166,669 Note payable due March 11, 2020 660,000 Total consideration to be paid $ 2,126,669 Total consideration $ 2,166,669 (1) The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $3.50 per share on the date of the transaction. |
Schedule of pro-forma combined results of operations | Year Ended December 31, Revenues, net $ 705,537 Net loss attributable to common shareholders $ (14,250,859 ) Net loss per share $ (3.80 ) Weighted average number of shares outstanding 3,751,825 Year Ended December 31, Revenues, net $ 1,121,521 Net loss attributable to common shareholders $ (8,176,763 ) Net loss per share $ (0.97 ) Weighted average number of shares outstanding 8,455,095 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | December 31, December 31, Computer Equipment $ 239,940 $ 223,574 Furniture and Fixtures 86,888 61,803 Leasehold Improvements - 25,446 326,828 310,823 Less: Accumulated Depreciation (284,465 ) (268,380 ) $ 42,363 $ 42,443 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Outstanding Principal as of Warrants granted December 31, December 31, Interest Rate Maturity Date Quantity Exercise July 2018 Loan Agreement - 50,000 6 % August 2018 15,000 - Seller's Choice Note 660,000 - 9.5 % September 2020 - - 660,000 50,000 Less: Debt Discount - - Less: Debt Issuance Costs - (74 ) $ 660,000 $ 49,926 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Outstanding Principal as of Warrants granted December 31, December 31, Interest Conversion Maturity Date Quantity Exercise The February 2018 Convertible Note Offering 75,000 75,000 15 % 4.00 (*) January – February 2020 253,919 4.00 The March 2018 Convertible Note Offering 75,000 75,000 14 % 4.00 (*) March – April 2020 240,342 4.00 The February 2019 Convertible Note Offering 2,311,703 - 10 % 5.00 (*) February – March 2020 133,190 6.00 The November 2019 Convertible Note Offering 559,433 - 12 % 4.50 May – June 2020 - - 3,021,136 150,000 Less: Debt Discount (124,096 ) (17,280 ) Less: Debt Issuance Costs (614 ) (9,239 ) 2,896,425 123,481 Less: Current Debt (2,896,425 ) - Total Long-Term Debt $ - $ 123,481 (*) As subject to adjustment as further outlined in the notes |
Related Party (Tables)
Related Party (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of convertible notes payable - related party | Outstanding Principal as of Warrants granted December 31, December 31, Interest Maturity Date Quantity Exercise The March 2018 Convertible Note Offering 400 400 14 % April 2020 59,850 4.00 The February 2019 Convertible Note Offering 20,000 - 10 % May 2020 1,320 6.00 20,400 400 Less: Debt Discount (13 ) (72 ) Less: Debt Issuance Costs - - 20,387 328 Less: Current Debt (20,387 ) - Total Long-Term Debt $ - $ 328 |
Schedule of notes payable - related party | Outstanding Principal as of Warrants granted December 31, December 31, Interest Maturity Date Quantity Exercise The May 2016 Rosen Loan Agreement $ - $ 1,000,000 13 % November 26, 2017 50,000 $ 8.00 The June 2018 Frommer Loan Agreement 10,000 10,000 6 % August 17, 2018 1,500 4.00 The July 2018 Rosen Loan Agreement - 56,695 6 % August 17, 2018 1,500 4.00 The July 2018 Schiller Loan Agreements 20,863 40,000 6 % August 17, 2018 7,500 4.00 The December 2018 Gravitas Loan Agreement - 50,000 6 % January 22, 2019 2,500 6.00 The December 2018 Rosen Loan Agreement - 75,000 6 % January 26, 2019 3,750 6.00 The January 2019 Rosen Loan Agreement - - 10 % February 15, 2019 15,000 6.00 The February 2019 Gravitas Loan Agreement - - 5 % February 28, 2019 375 6.00 The February 2019 Rosen Loan Agreement - - 10 % February 28, 2019 5,000 6.00 The June 2019 Loan Agreement 4,825,000 - 12.5 % December 3, 2019 - - The July 2019 Gravitas Loan Agreement - - 5 % September 1, 2019 1,000 6.00 The September 2019 Schiller Loan Agreement - - 4.5 % October 9, 2019 1,000 6.00 The September 2019 Tal Loan Agreement - - 5 % October 7, 2019 188 6.00 The December 2019 Gravitas Loan Agreement 300,000 - 6.7 % March 1, 2020 - - 5,155,863 1,231,695 Less: Debt Discount - (8,125 ) Less: Debt Issuance Costs (26,521 ) - 5,129,342 1,223,073 Less: Current Debt (5,129,342 ) (1,223,073 ) $ - $ - |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warrant [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Schedule of warrant | Warrants Common Warrants Shares Tender offer 1 3,091,648 1,030,539 2,546,581 848,854 Tender offer 2 2,687,742 1,336,371 2,502,607 1,251,319 Total 5,779,390 2,366,910 5,049,188 2,100,173 |
Schedule of assumptions used for options and warrants granted | December 31, December 31, Exercise price $ 6.00 $ 4.00-$6.00 Expected dividends 0 % 0 % Expected volatility 78.50% - 116.92 % 92.14% - 109.54 % Risk free interest rate 1.32% - 2.75 % 1.64% - 3.09 % Expected life of warrant 4 – 5 years 4 – 5 years |
Schedule of stock option and warrant activity | Warrants Weighted Outstanding – December 31, 2017 2,312,000 $ 5.00 Granted 3,236,141 5.40 Exercised - - Forfeited/Cancelled - - Outstanding – December 31, 2018 5,548,141 5.40 Granted 463,832 5.89 Exercised - - Forfeited/Cancelled (5,269,753 ) 5.32 Outstanding and Exercisable – December 31, 2019 742,221 $ 5.25 |
Schedule of outstanding and exercisable | Warrants Outstanding Warrants Exercisable Exercise price Number Weighted Weighted Number Weighted $ 5.25 742,221 2.71 5.25 742,221 2.71 |
Stock Option [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Schedule of assumptions used for options and warrants granted | December 31, December 31, Exercise price $4.40-2.20 6.00-15 Expected dividends 0 % 0 % Expected volatility 102.76 % 93.64%-116.27% Risk free interest rate 1.61 % 2.2%-2.56 Expected life of option 10 years 3.6 - 4.3 years |
Schedule of stock option and warrant activity | Options Weighted Weighted Balance – December 31, 2017 – outstanding 882,500 $ 8.40 3.27 Granted - - - Exercised - - - Cancelled/Modified - - - Balance – December 31, 2018 – outstanding 882,500 8.40 3.27 Balance – December 31, 2018 – exercisable 765,833 7.20 3.25 Balance – December 31, 2018 – outstanding 882,500 8.40 3.27 Granted 29,000 3.22 10.01 Exercised - - - Cancelled/Modified - - - Balance – December 31, 2019 – outstanding 911,500 8.16 2.51 Balance – December 31, 2019 – exercisable 911,500 $ 8.16 2.51 |
Schedule of outstanding and exercisable | The following is a summary of the Company's stock options granted during the year ended December 31, 2019: Options Value Purpose for Grant 29,000 $ 3,021 Service Rendered The following is a summary of the Company's stock options granted during the year ended December 31, 2018: Options Value Purpose for Grant 35,000 $ 56,495 Service Rendered |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of components of lease expense | Year Ended Operating lease cost $ 101,341 Short term lease cost (6,434 ) Total net lease cost $ 94,907 |
Schedule of supplemental cash flow and other information related to leases | Year Ended Cash paid for amounts included in the measurement of lease liabilities: ROU asset obtained in exchange for lease obligation 349,997 Operating lease payments 60,764 Weighted average remaining lease term (in years): 3.5 Weighted average discount rate: 13 % |
Schedule of future minimum lease payments | Twelve Months Ending December 31, 2020 $ 104,922 2021 108,983 2022 114,627 2023 53,094 Total $ 381,626 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of deferred tax assets | December 31, December 31, Net deferred tax assets – Non-current: Depreciation $ (63,676 ) $ 14,168 Amortization 7,437 - Stock based compensation 659,384 533,187 Expected income tax benefit from NOL carry-forwards 5,229,445 3,413,650 Less valuation allowance (5,832,590 ) (3,961,005 ) Deferred tax assets, net of valuation allowance $ - $ - |
Schedule of reconciliation of the federal statutory income tax rate | For the Year Ended For the Year Ended Federal statutory income tax rate 21.0 % 21.0 % State tax rate, net of federal benefit 6.5 % 6.5 % Change in valuation allowance on net operating loss carry-forwards (27.5 )% (27.5 )% Effective income tax rate 0.0 % 0.0 % |
Organization and Operations (De
Organization and Operations (Details) - shares | Feb. 05, 2016 | Dec. 31, 2019 | Sep. 11, 2018 |
Seller Choice LLC [Member] | |||
Organization and Operations (Textual) | |||
Acquired percentage | 100.00% | ||
Kent Campbell [Member] | |||
Organization and Operations (Textual) | |||
Cancelled of common stock | 39,091 | ||
Series A Preferred Stock [Member] | |||
Organization and Operations (Textual) | |||
Issuance of common shares for cash | |||
Series B Preferred Stock [Member] | |||
Organization and Operations (Textual) | |||
Issuance of common shares for cash | |||
Parent Company [Member] | Series A Preferred Stock [Member] | |||
Organization and Operations (Textual) | |||
Issuance of common shares for cash | 33,415 | ||
Parent Company [Member] | Series B Preferred Stock [Member] | |||
Organization and Operations (Textual) | |||
Issuance of common shares for cash | 8,064 | ||
Great Plains Holdings Inc [Member] | |||
Organization and Operations (Textual) | |||
Issuance of common shares for cash | 1,425,000 |
Significant and Critical Acco_4
Significant and Critical Accounting Policies and Practices (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Jerrick Ventures LLC [Member] | |
Name of combined affiliate | Jerrick Ventures LLC |
State or other jurisdiction of incorporation or organization | Delaware |
Company ownership interest | 100.00% |
Abacus Tech Pty Ltd [Member] | |
Name of combined affiliate | Abacus Tech Pty Ltd |
State or other jurisdiction of incorporation or organization | Australia |
Company ownership interest | 100.00% |
Seller's Choice, LLC [Member] | |
Name of combined affiliate | Seller's Choice, LLC |
State or other jurisdiction of incorporation or organization | New Jersey |
Company ownership interest | 100.00% |
Jerrick Global, LLC [Member] | |
Name of combined affiliate | Jerrick Global, LLC |
State or other jurisdiction of incorporation or organization | Delaware |
Company ownership interest | 100.00% |
Jerrick Investment Advisors LLC [Member] | |
Name of combined affiliate | Jerrick Investment Advisors LLC |
State or other jurisdiction of incorporation or organization | Delaware |
Company ownership interest | 100.00% |
Jerrick Partners LLC [Member] | |
Name of combined affiliate | Jerrick Partners LLC |
State or other jurisdiction of incorporation or organization | Delaware |
Company ownership interest | 100.00% |
Maven Tech LLC [Member] | |
Name of combined affiliate | Maven Tech LLC |
State or other jurisdiction of incorporation or organization | Delaware |
Company ownership interest | 100.00% |
OG Collection LLC [Member] | |
Name of combined affiliate | OG Collection LLC |
State or other jurisdiction of incorporation or organization | Delaware |
Company ownership interest | 100.00% |
VMENA LLC [Member] | |
Name of combined affiliate | VMENA LLC |
State or other jurisdiction of incorporation or organization | Delaware |
Company ownership interest | 100.00% |
Vocal For Brands, LLC [Member] | |
Name of combined affiliate | Vocal For Brands, LLC |
State or other jurisdiction of incorporation or organization | Delaware |
Company ownership interest | 100.00% |
Vocal Ventures LLC [Member] | |
Name of combined affiliate | Vocal Ventures LLC |
State or other jurisdiction of incorporation or organization | Delaware |
Company ownership interest | 100.00% |
What to Buy, LLC [Member] | |
Name of combined affiliate | What to Buy, LLC |
State or other jurisdiction of incorporation or organization | Delaware |
Company ownership interest | 100.00% |
Significant and Critical Acco_5
Significant and Critical Accounting Policies and Practices (Details 1) | 12 Months Ended |
Dec. 31, 2019 | |
Furniture and fixture [Member] | |
Property and Equipment, Estimated Useful Life (Years) | 2 years |
Computer equipment and software [Member] | |
Property and Equipment, Estimated Useful Life (Years) | 3 years |
Significant and Critical Acco_6
Significant and Critical Accounting Policies and Practices (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Net revenue | $ 453,006 | $ 80,898 |
Branded content [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Net revenue | 107,115 | 60,485 |
Managed Services [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Net revenue | 283,332 | |
Affiliate sales [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Net revenue | 15,300 | 11,553 |
Other revenue [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Net revenue | 15,042 | 8,860 |
Creator Subscriptions [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Net revenue | $ 31,997 |
Significant and Critical Acco_7
Significant and Critical Accounting Policies and Practices (Details 3) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 2,383,910 | 6,470,332 |
Convertible notes - related party [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 5,438 | 2,889 |
Convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 724,751 | 41,989 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 911,500 | 882,500 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 742,221 | 5,542,954 |
Significant and Critical Acco_8
Significant and Critical Accounting Policies and Practices (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Significant and Critical Accounting Policies and Practices (Textual) | ||
Deferred revenue | $ 50,691 | $ 9,005 |
Liquid investments purchase maturity, description | Liquid investments with a maturity of three months or less. | |
Payment related percentage, description | The client pays 50% at signing and 50% upon completion | |
Managed services, description | Contract amounts for Managed Services and a la carte clients range from approximately $500-$7,500 per month. | |
Unrecognized tax benefits | $ 68,000 | |
Research and development tax credits | 292,383 | |
Reserve doubtful accounts | 33,503 | |
Allowance for doubtful accounts | $ 33,503 | |
Subscription [Member] | ||
Significant and Critical Accounting Policies and Practices (Textual) | ||
Payment related percentage, description | Vocal+ is a premium subscription offering for Vocal creators. In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually. Vocal+ subscribers receive access to value-added features such as increased rate of CPM cost per mille (thousand) ("CPM") monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received in advance are deferred until they are earned. | |
Maximum [Member] | ||
Significant and Critical Accounting Policies and Practices (Textual) | ||
Fixed fees ranging | $ 45,000 | |
Affiliate sales percentage | 20.00% | |
Minimum [Member] | ||
Significant and Critical Accounting Policies and Practices (Textual) | ||
Fixed fees ranging | $ 5,000 | |
Affiliate sales percentage | 2.00% |
Going Concern (Details)
Going Concern (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Going Concern (Textual) | |
Accumulated deficit net loss | $ 8,000,000 |
Net cash used in operating activities | $ 5,900,000 |
Acquisition of Seller_s Choic_2
Acquisition of Seller’s Choice (Details) - USD ($) | Sep. 11, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consideration paid prior to Closing: | ||||
Cash paid | $ 340,000 | |||
Seller's Choice, LLC. [Member] | ||||
Consideration paid prior to Closing: | ||||
Cash paid | $ 40,000 | |||
Total consideration paid | 40,000 | |||
Consideration paid at Closing: | ||||
Cash paid | 300,000 | |||
Common stock issued at closing | [1] | 1,166,669 | ||
Note payable due March 11, 2020 | 660,000 | |||
Total consideration to be paid | 2,126,669 | |||
Total consideration | $ 2,166,669 | |||
Common stock to be issued at closing, shares | [1] | 333,334 | ||
[1] | The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $3.50 per share on the date of the transaction. |
Acquisition of Seller_s Choic_3
Acquisition of Seller’s Choice (Details 1) - Seller's Choice, LLC. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues, net | $ 1,121,521 | $ 705,537 |
Net loss attributable to common shareholders | $ (8,176,763) | $ (14,250,859) |
Net loss per share | $ (0.97) | $ (3.80) |
Weighted average number of shares outstanding | 8,455,095 | 3,751,825 |
Acquisition of Seller_s Choic_4
Acquisition of Seller’s Choice (Details Textual) - Seller's Choice, LLC. [Member] | Sep. 11, 2019USD ($)$ / sharesshares | |
Common Stock | shares | 333,334 | [1] |
Cash | $ 340,000 | |
Amounts previously paid to shareholders | 40,000 | |
Promissory Note in principal amount | $ 660,000 | |
Promissory Note bearing interest rate | 100.00% | |
Merger transaction share price | $ / shares | $ 3.50 | |
[1] | The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $3.50 per share on the date of the transaction. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total Property & Equipment | $ 326,828 | $ 310,823 |
Less: Accumulated Depreciation | (284,465) | (268,380) |
Net Property and Equipment | 42,363 | 42,443 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property & Equipment | 239,940 | 223,574 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property & Equipment | 86,888 | 61,803 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property & Equipment | $ 25,446 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 19,053 | $ 42,218 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Nov. 08, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Note payable, Outstanding Principal | $ 660,000 | $ 49,926 | |
Exercise Price | $ 0.20 | ||
Less: Debt Discount | |||
Less: Debt Issuance Costs | (26,521) | ||
July 2018 Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Interest and principal both due date | Mar. 7, 2019 | Aug. 31, 2018 | |
Warrants, Quantity | 10,203 | 15,000 | |
Exercise Price | $ 6 | ||
Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Note payable, Outstanding Principal | 660,000 | $ 50,000 | |
Less: Debt Discount | |||
Less: Debt Issuance Costs | (74) | ||
Notes Payable | 660,000 | 49,926 | |
Notes Payable [Member] | Seller's Choice Note | |||
Debt Instrument [Line Items] | |||
Note payable, Outstanding Principal | $ 660,000 | ||
Interest Rate | 9.50% | ||
Interest and principal both due date | Sep. 30, 2020 | ||
Warrants, Quantity | |||
Exercise Price | |||
Notes Payable [Member] | July 2018 Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Note payable, Outstanding Principal | 50,000 | ||
Interest Rate | 6.00% | ||
Interest and principal both due date | Aug. 31, 2018 | ||
Warrants, Quantity | 15,000 | ||
Exercise Price | |||
Less: Debt Discount | |||
Less: Debt Issuance Costs |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | Sep. 11, 2019 | Nov. 08, 2018 | Sep. 07, 2018 | Mar. 14, 2018 | Jun. 30, 2017 | Jun. 12, 2017 | Aug. 31, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | May 31, 2018 | Nov. 29, 2017 | Nov. 28, 2017 | Jul. 21, 2017 | Mar. 17, 2017 | Feb. 28, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 08, 2018 |
Notes Payable (Textual) | ||||||||||||||||||
Exercisable price | $ 0.20 | |||||||||||||||||
Repaid principal | $ 50,000 | $ 264,939 | ||||||||||||||||
Debt discount | ||||||||||||||||||
Principal payments | 50,000 | |||||||||||||||||
Unpaid interest | 1,700 | |||||||||||||||||
Aggregate gross proceeds | 791,833 | |||||||||||||||||
Debt discount | 215,032 | |||||||||||||||||
Loss on extinguishment of debt | (162,860) | $ (3,453,137) | ||||||||||||||||
Seller's Choice Purchase Agreement [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Maturity date | Mar. 11, 2020 | |||||||||||||||||
Interest Rate | 9.50% | |||||||||||||||||
Aggregate principal amount | $ 660,000 | |||||||||||||||||
Notes conversion, description | Upon maturity the Company utilized an automatic extension up to 6 months. This resulted in a 5% increase in the interest rate every month the Seller's Choice Note is outstanding. | |||||||||||||||||
Repaid principal | 0 | |||||||||||||||||
Principal payments | $ 16,198 | |||||||||||||||||
Subscription Arrangement [Member] | Private Placement [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Interest Rate | 6.00% | |||||||||||||||||
Aggregate principal amount | $ 975,511 | |||||||||||||||||
Aggregate gross proceeds of common stock | $ 916,585 | |||||||||||||||||
July Two Thousand Eighteen Offering [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Maturity date | Mar. 7, 2019 | Aug. 31, 2018 | ||||||||||||||||
Warrants purchase of common stock | 10,203 | 15,000 | ||||||||||||||||
Exercisable price | $ 6 | |||||||||||||||||
Warrant term | 4 years | |||||||||||||||||
Aggregate gross proceeds | $ 100,000 | |||||||||||||||||
July Two Thousand Eighteen Offering [Member] | Subscription Arrangement [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Interest Rate | 13.00% | |||||||||||||||||
Exercisable price | $ 4 | |||||||||||||||||
Aggregate principal amount | $ 1,200,000 | |||||||||||||||||
Notes conversion, description | The Company’s securities (each, a “May 2018 Unit” and collectively, the “May 2018 Units”), with each May 2018 Unit consisting of (i) a 13% promissory note (each, a “May 2018 Offering Note” and, together, the “May 2018 Offering Notes”), and (ii) a four-year warrant (“May 2018 Offering Warrant”) to purchase the number of shares of the Company’s common stock equal to three times the principal amount in dollars invested by such investor in each May 2018 Offering Note (the “May 2018 Warrant Shares”) at an exercise price of $4.00 per share (the “May Offering Warrant Exercise Price”), subject to adjustment upon the terms thereof. | |||||||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Maturity date | Sep. 1, 2017 | |||||||||||||||||
Interest Rate | 10.00% | |||||||||||||||||
Exercisable price | $ 4 | |||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
Loan Agreement One [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Promissory note | $ 50,000 | |||||||||||||||||
Maturity date | Mar. 29, 2018 | |||||||||||||||||
Interest Rate | 12.00% | |||||||||||||||||
Warrants purchase of common stock | 5,000 | |||||||||||||||||
Exercisable price | $ 4 | |||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
Loan Agreement [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Promissory note | $ 50,000 | |||||||||||||||||
Maturity date | Sep. 1, 2017 | |||||||||||||||||
Interest Rate | 10.00% | |||||||||||||||||
Warrants purchase of common stock | 1,750 | 1,667 | 15,000 | 100,000 | ||||||||||||||
Exercisable price | $ 4 | $ 4 | ||||||||||||||||
Warrant term | 5 years | 4 years | 4 years | |||||||||||||||
Gross proceeds of private placement offering | $ 33,333 | |||||||||||||||||
Repaid principal | $ 33,333 | 50,000 | ||||||||||||||||
Gain on forgiveness of debt | $ 4,424 | |||||||||||||||||
Debt discount | $ 4,178 | $ 34,569 | ||||||||||||||||
Issuance of notes payable | $ 100,000 | |||||||||||||||||
First November Two Thousand Seventeen Loan Agreement [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Promissory note | $ 100,000 | |||||||||||||||||
Notes conversion, description | The First November 2017 Lender issued the Company a promissory note of $100,000 (the “First November 2017 Note”). Pursuant to the First November 2017 Loan Agreement, the First November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $4.00 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company’s restricted common stock at a rate of $4.00 per share (equivalent to 2,500 shares of the Company’s common stock ). The maturity date of the First November 2017 Note was January 12, 2018 (the “First November 2017 Maturity Date”). On January 12, 2018, the First November 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering. | |||||||||||||||||
February 2017 Offering Note [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Maturity date | Feb. 28, 2017 | |||||||||||||||||
Interest Rate | 15.00% | |||||||||||||||||
Warrants purchase of common stock | 25,000 | |||||||||||||||||
Exercisable price | $ 4 | |||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
Aggregate principal amount | $ 575,511 | |||||||||||||||||
Aggregate gross proceeds of common stock | $ 400,000 | |||||||||||||||||
Notes conversion, description | The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering. In consideration of the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $0.20 per share, and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever is sooner. | The February 2017 Offering Notes are convertible into shares of the Company's common stock at the time of Company's next round of financing (the "Subsequent Offering") at a price equal to eighty-five percent (85%) of the price per share offered in the Subsequent Offering (the "Conversion Price"). The February 2017 Offering Warrants have a five-year term. Investors received the February 2017 Offering Warrants in the following amounts: (i) Investors purchasing $150,000 or more of the Offering received a February 2017 Offering Warrant equal to one hundred thirty percent (130%) of the dollar amount invested in the Offering; (ii) investors purchasing at least $100,000 but less than $150,000 of the February 2017 Offering received a February 2017 Offering Warrant equal to one hundred percent (100%) of the dollar amount invested in the Offering; and (iii) investors purchasing less than $100,000 of the Offering received to a February 2017 Offering Warrant equal to seventy percent (70%) of the dollar amount invested in the Offering. | ||||||||||||||||
Principal payments | $ 131,606 | |||||||||||||||||
Unpaid interest | 45,931 | |||||||||||||||||
Converted principal amount | 268,394 | |||||||||||||||||
Conversion of unpaid interest | $ 21,620 | |||||||||||||||||
Conversion common stock, Shares | 36,122 | |||||||||||||||||
Issuance of warrants | 72,243 | |||||||||||||||||
Warrant grant date fair value | $ 104,124 | |||||||||||||||||
Loss on extinguishment of debt | 70,219 | |||||||||||||||||
Second November Two Thousand Seventeen Loan Agreement [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Promissory note | $ 50,000 | |||||||||||||||||
Notes conversion, description | The Second November 2017 Lender issued the Company a promissory note of $50,000 (the “Second November 2017 Note”). Pursuant to the Second November 2017 Loan Agreement, the Second November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $2,500) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $4.00 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $5,000) shall be paid in the form of the Company’s restricted common stock at a rate of $4.00 per share (equivalent to 1,250 shares of the Company’s common stock ). The maturity date of the Second November 2017 Note was January 13, 2018 (the “Second November 2017 Maturity Date”). On January 12, 2018, the Second November 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering. | |||||||||||||||||
Third November Two Thousand Seventeen Loan Agreement [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Promissory note | $ 100,000 | |||||||||||||||||
Notes conversion, description | The Third November 2017 Lender issued the Company a promissory note of $100,000 (the “Third November 2017 Note”). Pursuant to the Third November 2017 Loan Agreement, the Third November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $4.00 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company’s restricted common stock at a rate of $4.00 per share (equivalent to 2,500 shares of the Company’s common stock). The maturity date of the Third November 2017 Note was January 13, 2018 (the “Third November 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third November 2017 Note are due. On January 12, 2018, the Third November 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering. | |||||||||||||||||
May Two Thousand Eighteen Offerings [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Converted principal amount | 608,500 | |||||||||||||||||
Conversion of unpaid interest | $ 723,780 | |||||||||||||||||
Debt discount | $ 91,275 | |||||||||||||||||
Convertible Note Offering Three [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Interest Rate | 18.00% | |||||||||||||||||
Convertible Note Offering Twnety One [Member] | ||||||||||||||||||
Notes Payable (Textual) | ||||||||||||||||||
Aggregate gross proceeds of common stock | $ 608,500 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Short-term Debt [Line Items] | |||
Outstanding Principal | $ 3,021,136 | $ 150,000 | |
Less: Debt Discount | (124,096) | (17,280) | |
Less: Debt Issuance Costs | (614) | (9,239) | |
Total | 2,896,425 | 123,481 | |
Less: Current Debt | (2,896,425) | ||
Total Long-Term Debt | 123,481 | ||
The February 2018 Convertible Note Offering [Member] | |||
Short-term Debt [Line Items] | |||
Outstanding Principal | $ 75,000 | 75,000 | |
Interest Rate | 15.00% | ||
Conversion Price | [1] | $ 4 | |
Warrants, Quantity | 253,919 | ||
Warrants, Exercise Price | 4 | ||
The February 2018 Convertible Note Offering [Member] | Minimum [Member] | |||
Short-term Debt [Line Items] | |||
Maturity Date | Jan. 31, 2020 | ||
The February 2018 Convertible Note Offering [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Maturity Date | Feb. 29, 2020 | ||
The March 2018 Convertible Note Offering [Member] | |||
Short-term Debt [Line Items] | |||
Outstanding Principal | $ 75,000 | 75,000 | |
Interest Rate | 14.00% | ||
Conversion Price | [1] | $ 4 | |
Warrants, Quantity | 240,342 | ||
Warrants, Exercise Price | 4 | ||
The March 2018 Convertible Note Offering [Member] | Minimum [Member] | |||
Short-term Debt [Line Items] | |||
Maturity Date | Mar. 31, 2020 | ||
The March 2018 Convertible Note Offering [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Maturity Date | Apr. 30, 2020 | ||
The February 2019 Convertible Note Offering [Member] | |||
Short-term Debt [Line Items] | |||
Outstanding Principal | $ 2,311,703 | ||
Interest Rate | 10.00% | ||
Conversion Price | [1] | $ 5 | |
Warrants, Quantity | 133,190 | ||
Warrants, Exercise Price | 6 | ||
The February 2019 Convertible Note Offering [Member] | Minimum [Member] | |||
Short-term Debt [Line Items] | |||
Maturity Date | Feb. 29, 2020 | ||
The February 2019 Convertible Note Offering [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Maturity Date | Mar. 31, 2020 | ||
The November 2019 Convertible Note Offering [Member] | |||
Short-term Debt [Line Items] | |||
Outstanding Principal | $ 559,433 | ||
Interest Rate | 12.00% | ||
Conversion Price | $ 4.50 | ||
Warrants, Quantity | |||
Warrants, Exercise Price | |||
The November 2019 Convertible Note Offering [Member] | Minimum [Member] | |||
Short-term Debt [Line Items] | |||
Maturity Date | May 31, 2020 | ||
The November 2019 Convertible Note Offering [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Maturity Date | Jun. 30, 2020 | ||
[1] | As subject to adjustment as further outlined in the notes |
Convertible Note Payable (Det_2
Convertible Note Payable (Details Textual) - USD ($) | Sep. 04, 2019 | Aug. 06, 2019 | Jun. 30, 2017 | Sep. 26, 2019 | Jul. 26, 2019 | Mar. 31, 2018 | Aug. 31, 2017 | Sep. 30, 2019 | Dec. 31, 2018 | Nov. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 27, 2017 |
Convertible Note Payable (Textual) | ||||||||||||||
Convertible notes payable outstanding balance | $ 150,000 | $ 3,021,136 | $ 150,000 | |||||||||||
Debt discount | 17,280 | 124,096 | 17,280 | |||||||||||
Debt issuance costs | 26,521 | |||||||||||||
Proceeds from issuance of convertible notes | $ 791,833 | |||||||||||||
Exercise price | $ 0.20 | $ 0.20 | ||||||||||||
Unpaid interest | $ 1,700 | |||||||||||||
Principal amount | 50,000 | |||||||||||||
Maturity date, description | On July 12, 2018, the Company entered into a loan agreement (the "First July 2018 Rosen Loan Agreement") with Rosen, an officer of the Company, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $10,000 (the "First July 2018 Rosen Note"). Pursuant to the First July 2018 Rosen Loan Agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 1,377 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 10,370 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019. | |||||||||||||
Repaid principal | $ 50,000 | 264,939 | ||||||||||||
Repaid of interest | 767 | |||||||||||||
The November 2019 Convertible Note Offering [Member] | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Convertible note | $ 479,500 | |||||||||||||
Conversion price per share | $ 0.001 | |||||||||||||
Debt discount | $ 84,377 | |||||||||||||
Debt issuance costs | $ 79,933 | |||||||||||||
Exercise price | $ 4.50 | |||||||||||||
Conversion feature of debt instrument | $ 4,444 | |||||||||||||
Offering discount percentage | 10.00% | |||||||||||||
Beneficial conversion feature | $ 4,444 | |||||||||||||
Accounts Payable into offering | 318,678 | |||||||||||||
The February 2019 Convertible Note Offering [Member] | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Note accrues interest rate | 33.00% | |||||||||||||
Conversion price per share | $ 0.001 | |||||||||||||
Debt discount | $ 222,632 | |||||||||||||
Debt issuance costs | $ 1,993,025 | |||||||||||||
Issuance of warrants | 133,190 | |||||||||||||
Exercise price | $ 5 | |||||||||||||
Bridge loans | $ 1,500,000 | |||||||||||||
Offering discount percentage | 10.00% | |||||||||||||
Conversion shares | 6 | |||||||||||||
Warrants purchase of common stock | 133,190 | |||||||||||||
The March 2018 Convertible Note Offering [Member] | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Converted principal amount | 886,367 | |||||||||||||
Debt discount | 254,788 | |||||||||||||
Debt issuance costs | $ 770,000 | |||||||||||||
Issuance of warrants | 47,842 | |||||||||||||
Interest amount of convertible notes | $ 767 | |||||||||||||
Fair value derivative liability | 84,087 | |||||||||||||
Secured debt | $ 50,000 | |||||||||||||
Convertible secured promissory note, description | A maximum of $900,000, with an over-allotment option of an additional $300,000, of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The Notes mature on the second (2nd) anniversary of their issuance dates. | |||||||||||||
Unpaid interest | $ 140,600 | $ 19,758 | 51,293 | |||||||||||
The March 2018 Convertible Note Offering [Member] | Warrants Issued to Investors [Member] | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Issuance of warrants | 240,342 | |||||||||||||
The February 2018 Convertible Note Offering [Member] | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Converted principal amount | 940,675 | |||||||||||||
Debt issuance costs | $ 725,000 | 725,000 | ||||||||||||
Issuance of warrants | 72,669 | 3,625,000 | ||||||||||||
Interest amount of convertible notes | $ 40,675 | |||||||||||||
Conversion feature of debt instrument | $ 37,350 | |||||||||||||
Placement fees | $ 94,250 | |||||||||||||
Convertible redeemable debentures, percentage | 10.00% | |||||||||||||
Fair value derivative liability | 181,139 | 181,139 | ||||||||||||
Secured debt | $ 250,000 | 250,000 | ||||||||||||
Convertible secured promissory note, description | A maximum of $750,000 of units of the Company's securities (each, a "February 2018 Unit" and collectively, the "February 2018 Units"), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Convertible Note" and together the "February 2018 Convertible Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("February 2018 Conversion Shares") at a conversion price of $4.00 per share (the "February 2018 Note Conversion Price"), and (b) a five-year warrant (each a "February 2018 Offering Warrant and together the "February 2018 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into ("February 2018 Warrant Shares") at an exercise price of $4.00 per share ("February 2018 Warrant Exercise Price"). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company's assets up to $1,000,000. | |||||||||||||
Conversion shares | 362,500 | |||||||||||||
Conversion shares fair value | $ 74,881 | |||||||||||||
Unpaid interest | 86,544 | |||||||||||||
Beneficial conversion feature | 37,350 | |||||||||||||
The First December 2017 Note [Member] | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Converted principal amount | 100,000 | |||||||||||||
Unpaid interest | 10,292 | |||||||||||||
The First December 2017 Note [Member] | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Note accrues interest rate | 15.00% | |||||||||||||
Conversion price per share | $ 4 | |||||||||||||
Convertible notes payable outstanding balance | $ 100,000 | |||||||||||||
Debt discount | $ 35,525 | |||||||||||||
Warrants issued to purchase shares | 25,000 | |||||||||||||
August 2017 Convertible Note [Member] | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Converted principal amount | 114,000 | |||||||||||||
Unpaid interest | 18,410 | |||||||||||||
The August 2017 Convertible Note Offering [Member] | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Converted principal amount | 2,830,764 | |||||||||||||
Debt discount | $ 472,675 | |||||||||||||
Debt issuance costs | $ 101,561 | |||||||||||||
Issuance of warrants | 396,250 | 339,571 | ||||||||||||
Interest amount of convertible notes | $ 40,146 | |||||||||||||
Conversion feature of debt instrument | 583,681 | |||||||||||||
Placement fees | $ 90,508 | |||||||||||||
Secured debt | $ 1,217,177 | |||||||||||||
Convertible secured promissory note, description | The August 2017 Convertible Note Offering consisted of a maximum of $6,000,000 of units of the Company's securities (each, a "August 2017 Unit" and collectively, the "August 2017 Units"), with each August 2017 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "August 2017 Offering Note", and together the "August 2017 Offering Notes"), convertible into shares of the Company's common stock ("August 2017 Offering Conversion Shares") at a conversion price of $4.00 per share (the "August 2017 Note Conversion Price"), and (b) a five-year warrant (each a "August 2017 Offering Warrant and together the "August 2017 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the August 2017 Offering Notes can be converted into ("August 2017 Offering Warrant Shares") at an exercise price of $4.00 per share ("August 2017 Offering Warrant Exercise Price"). The August 2017 Offering Notes mature on the second (2nd) anniversary of their issuance dates. | |||||||||||||
Aggregate principal amount | $ 1,585,000 | |||||||||||||
Unpaid interest | $ 409,287 | |||||||||||||
Beneficial conversion feature | $ 583,681 | |||||||||||||
The June 2017 Convertible Note Offering [Member] | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Convertible note | $ 71,500 | |||||||||||||
Converted principal amount | $ 71,500 | |||||||||||||
Note accrues interest rate | 12.00% | |||||||||||||
Interest and principal both due date | Sep. 1, 2017 | |||||||||||||
Warrant term | 5 years | |||||||||||||
Issuance of warrants | 3,378 | |||||||||||||
Exercise price | $ 4 | |||||||||||||
Offering discount percentage | 15.00% | |||||||||||||
The November 2016 Convertible Note Offering [Member] | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Convertible note | 20,000 | $ 400,000 | ||||||||||||
Converted principal amount | $ 25,000 | |||||||||||||
Note accrues interest rate | 10.00% | |||||||||||||
Interest and principal both due date | Dec. 29, 2017 | |||||||||||||
Warrant term | 5 years | |||||||||||||
Issuance of warrants | 400,000 | |||||||||||||
Exercise price | $ 6 | |||||||||||||
Principal amount of convertible notes | $ 375,000 | |||||||||||||
Interest amount of convertible notes | 30,719 | |||||||||||||
Aggregate principal amount | $ 4,417 | |||||||||||||
The July 2019 Tal Loan Agreement | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Warrants issued to purchase shares | 180 | |||||||||||||
Exercise price | $ 6 | |||||||||||||
Principal amount | $ 12,000 | |||||||||||||
Maturity date, description | The July 2019 Tal Loan Agreement, the July 2019 Tal Note bears interest at a rate of $600 per month. | |||||||||||||
Repaid principal | 12,000 | |||||||||||||
Repaid of interest | 600 | |||||||||||||
The August 2019 Tal Loan Agreement | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Warrants issued to purchase shares | 180 | |||||||||||||
Exercise price | $ 6 | |||||||||||||
Principal amount | $ 12,000 | |||||||||||||
Maturity date, description | The August 2019 Tal Loan Agreement, the August 2019 Tal Note bears interest at a rate of $600 per month. | |||||||||||||
Repaid principal | 12,000 | |||||||||||||
Repaid of interest | 600 | |||||||||||||
The First September 2019 Tal Loan Agreement [Member] | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Warrants issued to purchase shares | 225 | |||||||||||||
Exercise price | $ 6 | |||||||||||||
Principal amount | $ 15,000 | |||||||||||||
Maturity date, description | The First September 2019 Tal Loan Agreement, the First September 2019 Tal Note bears interest at a rate of $750 per month. | |||||||||||||
Repaid principal | 15,000 | |||||||||||||
Repaid of interest | 750 | |||||||||||||
The Second September 2019 Tal Loan Agreement | ||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||
Convertible note | 12,500 | |||||||||||||
Warrants issued to purchase shares | 188 | |||||||||||||
Exercise price | $ 6 | |||||||||||||
Interest amount of convertible notes | 1,250 | |||||||||||||
Principal amount | $ 12,500 | |||||||||||||
Maturity date, description | The Second September 2019 Tal Loan Agreement, the Second September 2019 Tal Note bears interest at a rate of $625 per month. | |||||||||||||
Repaid principal | 12,500 | |||||||||||||
Repaid of interest | $ 1,250 |
Related Party (Details)
Related Party (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Convertible notes payable - related parties, gross | $ 20,400 | $ 400 |
Less: Debt Discount | (13) | (72) |
Less: Debt Issuance Costs | ||
Convertible notes unamortized discount premium and debt issuance cost | 20,387 | 328 |
Less: Current Debt | (20,387) | |
Total Long-Term Debt | 328 | |
The March 2018 Convertible Note Offering [Member] | ||
Related Party Transaction [Line Items] | ||
Convertible notes payable - related parties, gross | $ 400 | 400 |
Interest Rate | 14.00% | |
Warrants, Quantity | 240,342 | |
The March 2018 Convertible Note Offering [Member] | ||
Related Party Transaction [Line Items] | ||
Maturity Date, description | April 2020 | |
Warrants, Quantity | 59,850 | |
Warrants, Exercise Price | 4 | |
The February 2019 Convertible Note Offering [Member] | ||
Related Party Transaction [Line Items] | ||
Convertible notes payable - related parties, gross | $ 20,000 | |
Interest Rate | 10.00% | |
Maturity Date, description | May 2020 | |
Warrants, Quantity | 1,320 | |
Warrants, Exercise Price | 6 |
Related Party (Details 1)
Related Party (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | $ 5,155,863 | $ 1,231,695 |
Less: Debt Discount | (8,125) | |
Less: Debt Issuance Costs | (26,521) | |
Notes payable | 5,129,342 | 1,223,073 |
Less: Current Debt | (5,129,342) | (1,223,073) |
Notes payable - related party, net | ||
The May 2016 Rosen Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | 1,000,000 | |
Interest Rate | 13.00% | |
Maturity Date | Nov. 26, 2017 | |
Warrants, Quantity | 50,000 | |
Warrants, Exercise Price | $ 8 | |
The June 2018 Frommer Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | $ 10,000 | 10,000 |
Interest Rate | 6.00% | |
Maturity Date | Aug. 17, 2018 | |
Warrants, Quantity | 1,500 | |
Warrants, Exercise Price | $ 4 | |
The July 2018 Rosen Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | 56,695 | |
Interest Rate | 6.00% | |
Maturity Date | Aug. 17, 2018 | |
Warrants, Quantity | 1,500 | |
Warrants, Exercise Price | $ 4 | |
The July 2018 Schiller Loan Agreements [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | $ 20,863 | 40,000 |
Interest Rate | 6.00% | |
Maturity Date | Aug. 17, 2018 | |
Warrants, Quantity | 7,500 | |
Warrants, Exercise Price | $ 4 | |
The December 2018 Gravitas Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | 50,000 | |
Interest Rate | 6.00% | |
Maturity Date | Jan. 22, 2019 | |
Warrants, Quantity | 2,500 | |
Warrants, Exercise Price | $ 6 | |
The December 2018 Rosen Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | 75,000 | |
Interest Rate | 6.00% | |
Maturity Date | Jan. 26, 2019 | |
Warrants, Quantity | 3,750 | |
Warrants, Exercise Price | $ 6 | |
The January 2019 Rosen Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | ||
Interest Rate | 10.00% | |
Maturity Date | Feb. 15, 2019 | |
Warrants, Quantity | 15,000 | |
Warrants, Exercise Price | $ 6 | |
The February 2019 Gravitas Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | ||
Interest Rate | 5.00% | |
Maturity Date | Feb. 28, 2019 | |
Warrants, Quantity | 375 | |
Warrants, Exercise Price | $ 6 | |
The February 2019 Rosen Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | ||
Interest Rate | 10.00% | |
Maturity Date | Feb. 28, 2019 | |
Warrants, Quantity | 5,000 | |
Warrants, Exercise Price | $ 6 | |
The June 2019 Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | $ 4,825,000 | |
Interest Rate | 12.50% | |
Maturity Date | Dec. 3, 2019 | |
Warrants, Quantity | ||
Warrants, Exercise Price | ||
The July 2019 Gravitas Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | ||
Interest Rate | 5.00% | |
Maturity Date | Sep. 1, 2019 | |
Warrants, Quantity | 1,000 | |
Warrants, Exercise Price | $ 6 | |
The September 2019 Schiller Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | ||
Interest Rate | 4.50% | |
Maturity Date | Oct. 9, 2019 | |
Warrants, Quantity | 1,000 | |
Warrants, Exercise Price | $ 6 | |
The September 2019 Tal Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | ||
Interest Rate | 5.00% | |
Maturity Date | Oct. 7, 2019 | |
Warrants, Quantity | 188 | |
Warrants, Exercise Price | $ 6 | |
The December 2019 Gravitas Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | $ 300,000 | |
Interest Rate | 6.70% | |
Maturity Date | Mar. 1, 2020 | |
Warrants, Quantity | ||
Warrants, Exercise Price |
Related Party (Details Textual)
Related Party (Details Textual) - USD ($) | Oct. 28, 2019 | Oct. 07, 2019 | Sep. 16, 2019 | Sep. 04, 2019 | Aug. 12, 2019 | Aug. 06, 2019 | Jun. 13, 2019 | Jun. 13, 2019 | Jun. 03, 2019 | Apr. 12, 2019 | Nov. 08, 2018 | Jul. 18, 2018 | Jul. 17, 2018 | Jul. 03, 2018 | Jun. 06, 2018 | May 02, 2018 | Mar. 13, 2018 | Mar. 09, 2018 | Mar. 04, 2018 | Feb. 08, 2018 | Sep. 06, 2017 | Dec. 31, 2019 | Dec. 23, 2019 | Dec. 17, 2019 | Sep. 26, 2019 | Jul. 29, 2019 | Jul. 26, 2019 | Jul. 16, 2019 | Jun. 29, 2019 | May 31, 2019 | Mar. 29, 2019 | Mar. 11, 2019 | Feb. 18, 2019 | Dec. 27, 2018 | Nov. 29, 2018 | Nov. 08, 2018 | Jun. 29, 2018 | Feb. 20, 2018 | Jan. 16, 2018 | May 26, 2016 | Mar. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 21, 2017 | Sep. 19, 2019 | Feb. 06, 2019 | Nov. 20, 2017 | Nov. 13, 2017 | Sep. 08, 2017 |
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | On July 12, 2018, the Company entered into a loan agreement (the "First July 2018 Rosen Loan Agreement") with Rosen, an officer of the Company, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $10,000 (the "First July 2018 Rosen Note"). Pursuant to the First July 2018 Rosen Loan Agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 1,377 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 10,370 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 215,032 | $ 215,032 | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | 50,000 | $ 264,939 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 767 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related party made non-interest bearing loans | $ 100,000 | $ 50,000 | $ 150,000 | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Living expenses | 122,470 | 109,407 | |||||||||||||||||||||||||||||||||||||||||||||||||
January 2019 Rosen Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 175,000 | 175,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 15,073 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. | The Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Feb. 15, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
February 2019 Gravitas Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 375 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Feb. 28, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 3,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
February 2019 Rosen Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 50,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 3,208 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Company executed upon an agreement that further extended the maturity date of the March 2019 Gravitas Capital Loan Agreement to May 15, 2019. | The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 4 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Feb. 28, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
March 2019 Gravitas Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The March 2019 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of April 11, 2019 (the "March 2019 Gravitas Capital Maturity Date"). | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 80,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 500 | 375 | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | $ 6 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Apr. 11, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | $ 80,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
The February 2019 Convertible Note Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related party made non-interest bearing loans | $ 100,000 | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
May 2019 Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Company entered into a loan agreement (the "May 2019 Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $10,000 (the "May 2019 Note"). Pursuant to the May 2019 Loan Agreement, the May 2019 Note bears interest at a rate of $500 per month. As additional consideration for entering in the May 2019 Loan Agreement, the Company issued a four-year warrant to purchase 150 shares of the Company's common stock at a purchase price of $4.00 per share. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 150 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | $ 500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
June 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Dec. 3, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
July 2019 Gravitas Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The July 2019 Gravitas Capital Note bears interest at a rate of 5% per annum and payable on the maturity date of September 1, 2019 (the "July 2019 Gravitas Capital Maturity Date"). | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 1,000 | 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | $ 6 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Sep. 1, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
July 2019 Tal Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 12,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The July 2019 Tal Loan Agreement, the July 2019 Tal Note bears interest at a rate of $600 per month. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 180 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | $ 12,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 600 | ||||||||||||||||||||||||||||||||||||||||||||||||||
August 2019 Schiller Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The August 2019 Schiller Loan Agreement, the August 2019 Schiller Note bears interest at a rate of $750 per month. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 225 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
August 2019 Tal oan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 12,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The August 2019 Tal Loan Agreement, the August 2019 Tal Note bears interest at a rate of $600 per month. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 180 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | 12,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 600 | ||||||||||||||||||||||||||||||||||||||||||||||||||
First September 2019 Tal Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The First September 2019 Tal Loan Agreement, the First September 2019 Tal Note bears interest at a rate of $750 per month. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 225 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Second September 2019 Tal Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 12,500 | 12,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 12,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 1,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Second September 2019 Tal Loan Agreement, the Second September 2019 Tal Note bears interest at a rate of $625 per month. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 188 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | 12,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 1,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
The September 2019 Schiller Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 50,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 2,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The September 2019 Schiller Loan Agreement, the September 2019 Schiller Note bears interest at a rate of $2,250 per month. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
The October 2019 Frommer Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 10,000 | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 225 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The October 2019 Frommer Note has a flat interest rate of $500. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 150 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
The December 2019 Gravitas Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The December 2019 Gravitas Note bears interest at a rate of $20,000 per month. | ||||||||||||||||||||||||||||||||||||||||||||||||||
The June 2019 Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 14.50% | 14.50% | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The Company entered into a loan agreement (the “June 2019 Loan Agreement”), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the “June 2019 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. If not paid by the maturity date, interest increases to 14.5%. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan agreement, description | On February 27, 2020, the Company entered into a fifth amendment agreement to the June 2019 Loan Agreement, whereby the parties agreed to amend Section 2.6 of the June 2019 Loan Agreement and provide for: (i) an additional 10% of shares to be issued at the time of conversion in the event that the price per share (or unit, as applicable) of securities issued in a Qualified Public Offering (as such term is defined in the Fifth Amendment) is below $5.00; and (ii) provide for the acceleration of all outstanding interest due on the Loan upon the consummation of a Qualified Public Offering. | ||||||||||||||||||||||||||||||||||||||||||||||||||
First Amendment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Loan agreement, description | The June 2019 Loan Agreement pursuant to which the parties agreed to amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $2,500,000, and (ii) amend the provisions regarding the ranking of interest of such loan. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Second Amendment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Loan agreement, description | The June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $3,000,000, and (ii) amend the provisions regarding the ranking of interest of such loan. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Third Amendment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Loan agreement, description | The June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal amount of the June 2019 Loan to $4,000,000; and (ii) amend the provisions therein with regard to the ranking of security interests. | ||||||||||||||||||||||||||||||||||||||||||||||||||
October 2019 Cacher Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 11,450 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan agreement, description | The October 2019 Cacher Note has a maturity date of October 28, 2020. Repayment is due from Cacher Studios LLC’s revenues, with 100% of net revenues due to the Company until $2,500 in principal has been repaid, and 50% of net revenues due to the Company thereafter. | ||||||||||||||||||||||||||||||||||||||||||||||||||
The January Two Thousand Eighteen Gordon Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of principal | 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note, description | The January 2018 Gordon Note is secured by Jeremy Frommer, whereas upon default Mr. Frommer would owe his own personal default shares of the Company's common stock to Gordon equal to the amount of principal outstanding divided by 4.00. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Jan. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 105 | ||||||||||||||||||||||||||||||||||||||||||||||||||
The January Two Thousand Eighteen Rosen Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of principal | 60,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note, description | The January 2018 Rosen Note is secured by Jeremy Frommer, whereas upon default Mr. Frommer would owe his own personal default shares of the Company's common stock to Rosen equal to the amount of principal outstanding divided by 4.00. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 60,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Jan. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 200 | ||||||||||||||||||||||||||||||||||||||||||||||||||
The First March Two Thousand Eighteen Rosen Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of principal | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Mar. 19, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | $ 260 | ||||||||||||||||||||||||||||||||||||||||||||||||||
The February 2018 Convertible Note Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note, description | The Notes are secured by a second priority security interest in the Company's assets up to $1,000,000. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Placement agent cash fee | $ 3,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The Placement Agent shares of the Company's common stock equal to ten percent (10%) of the Conversion Shares underlying the Notes or 625 shares that had a fair value of $2,606, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost. | ||||||||||||||||||||||||||||||||||||||||||||||||||
May 2016 Rosen Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 124,306 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Company entered into an agreement with Mr. Rosen to further extend the maturity date of this loan to May 15, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 12.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Nov. 26, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Secured term loan | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per share | $ 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||
September Two Thousand Seventeen Rosen Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 224,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 20,496 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 65,378 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 224,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 22,400 | 5,000 | 1,250 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4 | $ 4 | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Sep. 8, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
November Two Thousand Seventeen Schiller Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of principal | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 15.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 637 | ||||||||||||||||||||||||||||||||||||||||||||||||||
June 2018 Frommer Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 4,645 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 15, 2019. | The Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019. | On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 4 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 40,854 | 2,077 | 40,854 | 2,043 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | $ 6 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Mar. 7, 2019 | Aug. 17, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per share | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
First July 2018 Schiller Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 4,137 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 1,123 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019. | The Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 35,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 3,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Aug. 17, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | As part of the extension agreement, the Company issued Schiller warrants to purchase 7,149 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 3,204 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Second July 2018 Schiller Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 4,137 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. | The Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019. | The Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 5,095 | 3,750 | 5,180 | 5,095 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | $ 4 | $ 6 | $ 6 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Aug. 17, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Second July 2018 Rosen Loan Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019. | The Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 10,198 | 7,500 | 10,198 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | $ 6 | $ 6 | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Mar. 7, 2019 | Aug. 17, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | As part of the extension agreement, the Company issued Rosen an additional 2,072 warrants to purchase common stock of the Company at an exercise price of $6.00. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 2,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||
The December 2018 Rosen Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 75,000 | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 3,463 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. | The Company executed upon an agreement that further extended the maturity date of the December 2018 Rosen Loan Agreement to March 7, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 35,194 | 3,750 | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | $ 6 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Jan. 26, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
December 2018 Gravitas Capital Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Jan. 27, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | $ 5,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Second March Two Thousand Eighteen Rosen Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Mar. 24, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 365 | ||||||||||||||||||||||||||||||||||||||||||||||||||
May Two Thousand Eighteen Schiller Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 4,369 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 4 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 13.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Feb. 2, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Third March Two Thousand Eighteen Rosen Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 230 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Mar. 28, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
November 2018 Rosen Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 33 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 4 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 1,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Dec. 23, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Third Party Lender [Member] | Second December Two Thousand Seventeen Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 100,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 10,542 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 36,722 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 15.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and principal both due date | Dec. 27, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Third Party Lender [Member] | Second February Two Thousand Eighteen Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 40,750 | 35,452 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 4,116 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 7,963 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 4,075 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,298 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | The March 2018 Convertible Note Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds of private placement offering | $ 239,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 900,000 | 239,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 15,401 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants | 59,850 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note, description | The Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Notes mature on the second (2nd) anniversary of their issuance dates. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 84,854 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | The March 2018 Convertible Note Offering [Member] | Scenario Forecast [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 15,401 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Second February Two Thousand Eighteen Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of principal | 5,298 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | The February 2018 Convertible Note Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds of private placement offering | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 2,219 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants | 6,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Units of securities | $ 750,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note, description | Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Note" and together the "February 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 11,054 | ||||||||||||||||||||||||||||||||||||||||||||||||||
BCF and related debt discount | $ 1,063 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | August Two Thousand Seventeen Convertible Note Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds of private placement offering | $ 505,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short term debt | 645,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 1,416,026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 202,362 | $ 206,026 | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants | 227,756 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 440,157 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Increase of principal amount | 60,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 500,157 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Units of securities | $ 6,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note, description | Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "August 2017 Note" and together the "August 2017 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $4.00 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Notes mature on the second (2nd) anniversary of their issuance dates. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 126,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | The February 2019 Convertible Note Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds of private placement offering | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants | 1,320 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note, description | The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $5.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price"). | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 2,465 | $ 2,465 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares | 1,320 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Common shares issuable | 9,178,937 | 6,475,340 |
Tender offer 1 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants subject to tender | 3,091,648 | |
Common shares issuable | 1,030,539 | |
Warrants tendered | 2,546,581 | |
Shares issued | 848,854 | |
Total [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants subject to tender | 5,779,390 | |
Common shares issuable | 2,366,910 | |
Warrants tendered | 5,049,188 | |
Shares issued | 2,100,173 | |
Tender offer 2 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants subject to tender | 2,687,742 | |
Common shares issuable | 1,336,371 | |
Warrants tendered | 2,502,607 | |
Shares issued | 1,251,319 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) - Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Expected volatility | 102.76% | |
Risk free interest rate | 1.61% | |
Expected life of option | 10 years | |
Minimum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 4.40 | $ 6 |
Expected volatility | 93.64% | |
Risk free interest rate | 2.20% | |
Expected life of option | 3 years 7 months 6 days | |
Maximum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 2.20 | $ 15 |
Expected volatility | 116.27% | |
Risk free interest rate | 2.56% | |
Expected life of option | 4 years 3 months 19 days |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options, Granted | 29,000 | ||
Stock Option [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options/Warrant, Outstanding | 882,500 | 882,500 | |
Options, Granted | 29,000 | ||
Options/Warrant, Outstanding | 911,500 | 882,500 | 882,500 |
Options, Exercisable | 911,500 | 765,833 | |
Weighted Average Exercise Price, Outstanding | $ 8.40 | $ 8.40 | |
Weighted Average Exercise Price, Granted | 3.22 | ||
Weighted Average Exercise Price, Outstanding | 8.16 | 8.40 | $ 8.40 |
Weighted Average Exercise Price, Exercisable | $ 8.16 | $ 7.20 | |
Weighted Average Remaining Contractual Life (in years), Outstanding | 3 years 3 months 8 days | 3 years 3 months 8 days | 3 years 3 months 8 days |
Weighted Average Remaining Contractual Life (in years), Granted | 10 years 4 days | 3 years 2 months 30 days | |
Weighted Average Remaining Contractual Life (in years), Outstanding | 2 years 6 months 3 days | 3 years 3 months 8 days | |
Weighted Average Remaining Contractual Life (in years), Exercisable | 2 years 6 months 3 days |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details 3) - Stock Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options | 29,000 | 35,000 |
Value | $ 3,021 | $ 56,495 |
Purpose for Grant | Service Rendered | Service Rendered |
Stockholders' Deficit (Detail_4
Stockholders' Deficit (Details 4) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 5.25 | |
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 4 | |
Expected volatility | 78.50% | 92.14% |
Risk free interest rate | 1.32% | 1.64% |
Expected life of warrant | 4 years | 4 years |
Maximum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 6 | |
Expected volatility | 116.92% | 109.54% |
Risk free interest rate | 2.75% | 3.09% |
Expected life of warrant | 5 years | 5 years |
Stockholders' Deficit (Detail_5
Stockholders' Deficit (Details 5) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants, Granted | 29,000 | |
Warrants [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options/Warrant, Outstanding | 5,548,141 | 2,312,000 |
Warrants, Granted | 463,832 | 3,236,141 |
Warrants, Forfeited/Cancelled | (5,269,753) | |
Options/Warrant, Outstanding | 742,221 | 5,548,141 |
Weighted Average Exercise Price, Outstanding | $ 5.40 | $ 5 |
Weighted Average Exercise Price, Granted | 5.89 | 5.40 |
Weighted Average Exercise Price, Forfeited/Cancelled | 5.32 | |
Weighted Average Exercise Price, Outstanding | $ 5.25 | $ 5.40 |
Stockholders' Deficit (Detail_6
Stockholders' Deficit (Details 6) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants Outstanding, Exercise price | $ 5.25 |
Warrants Outstanding, Number Outstanding | shares | 742,221 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years) | 2 years 8 months 16 days |
Warrants Exercisable, Weighted Average Exercise Price | $ 5.25 |
Warrants Exercisable , Number Exercisable | shares | 742,221 |
Warrants Exercisable, Weighted Average Exercise Price | $ 2.71 |
Stockholders' Deficit (Detail_7
Stockholders' Deficit (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Jul. 25, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | Jan. 04, 2019 | Jan. 03, 2019 | Aug. 31, 2018 | Jan. 31, 2018 | Dec. 21, 2015 | Feb. 13, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | |
Stockholders' Deficit (Textual) | ||||||||||||
Number of shares authorized to issue | 35,000,000 | 35,000,000 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Common stock, shares authorized | 15,000,000 | 15,000,000 | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||||
Preferred stock, shares issued | 0.001 | 0.001 | ||||||||||
Preferred stock, shares outstanding | ||||||||||||
Restricted common stock issued, shares | 100,000 | 25,000 | 18,750 | 610,000 | ||||||||
Restricted common stock issued to settle liabilities, value | $ 240,000 | $ 70,050 | $ 3,750 | $ 116,300 | ||||||||
Exercise price | $ 0.20 | |||||||||||
Reverse stock split description | The Company filed a Certificate of Change to its Articles of Incorporation (the "Amendment"), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the "Reverse Stock Split") of its common stock, par value $0.001 per share, without any change to its par value. | |||||||||||
Share based payments | $ 72,835 | |||||||||||
Common stock shares issued, value | ||||||||||||
Options, Granted | 29,000 | |||||||||||
Stock-based compensation for stock options | $ 446,123 | $ 14,336 | ||||||||||
Stock Option [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Options, Granted | 29,000 | |||||||||||
Aggregate intrinsic value of options exercisable | $ 0 | |||||||||||
Aggregate intrinsic value of options outstanding | $ 0 | |||||||||||
August 2018 Equity Raise [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Purchase agreement, description | The Company consummated the initial closing (the "Initial Closing") of a private placement offering of its securities of up to $5,000,000 (the "August 2018 Equity Raise"). In connection with the August 2018 Equity Raise, the Company entered into definitive securities purchase agreements (the "Purchase Agreements") for aggregate gross proceeds of $649,829 and $2,787,462 during the years ended December 31, 2019 and 2018 respectively. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 129,966 and 557,492 shares of common stock at $5.00 per share and received warrants to purchase 129,966 and 557,492 shares of common stock at an exercise price of $6.00 per share (the "Purchaser Warrants", collectively, the "Securities"). | |||||||||||
Warrants term | 5 years | |||||||||||
Preferred stock conversion agreements description | The Company entered into those letter agreements (the "Preferred Stock Conversion Agreements") with certain holders (the "Preferred Holders") of its Series A Cumulative Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock (the "collectively, the Preferred Stock") whereby the Preferred Holders converted 38,512 shares of the Preferred Stock into an aggregate of 1,343,329 shares of Common Stock at conversion prices equal to $3.94 per share for Series A and $3.28 per share for Series B. As in an inducement to enter into the Preferred Stock Conversion Agreements, the Preferred Holders were issued warrants to purchase 671,665 shares of Common Stock at an exercise price equal to $6.00 per share, expiring five years from the date of issuance (the "Incentive Preferred Warrants", and together with the Incentive Debt Warrants, the "Incentive Warrants"). The Company recorded an inducement of $2,016,634 in connection with of the Preferred conversions and is recorded as an adjustment to net loss attributable to common shareholders, on the statements of operations. | |||||||||||
Common stock shares issued | 110,000 | |||||||||||
Common stock shares issued, value | $ 161,406 | |||||||||||
Debt securities conversion, description | The Company entered into those certain letter agreements (the "Debt Conversion Agreements") with certain holders of its debt securities (the "Debt Holders"), for the conversion of an aggregate amount of $7,997,939 of principal and $1,028,890 of accrued but unpaid interest of the Company's debt obligations into 2,256,448 shares of Common Stock at a conversion price equal to $4.00 per share. Additionally, as inducement to enter into the Debt Conversion Agreement, the Debt Holders were issued warrants to purchase 1,128,225 shares of Common Stock at an exercise price equal to $6.00 per share, expiring five years from the date of issuance (the "Incentive Debt Warrants"). The Company recorded a Loss on extinguishment of debt of $2,913,934 in connection with of the debt conversions. See Notes 7, 8 and 9. | |||||||||||
Warrants to purchase | 6,999 | |||||||||||
Stock issuances costs | $ 334,985 | |||||||||||
Warrant [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Warrants issued | 42,443 | |||||||||||
Fair value of warrants | $ 122,777 | |||||||||||
Warrant [Member] | August 2018 Equity Raise [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Warrants issued | 129,966 | 47,287,641 | ||||||||||
Fair value of warrants | $ 334,985 | $ 6,418,381 | ||||||||||
Warrant [Member] | Convertible Notes Payable [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Warrants issued | 133,190 | |||||||||||
Fair value of warrants | $ 252,533 | |||||||||||
Warrant [Member] | Note Payable Related Party [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Warrants issued | 128,905 | |||||||||||
Fair value of warrants | $ 205,509 | |||||||||||
Warrant [Member] | Notes Payable Related Party One [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Warrants issued | 1,320 | |||||||||||
Fair value of warrants | $ 2,465 | |||||||||||
Warrant [Member] | Promissory Notes [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Warrants issued | 2,962,884 | |||||||||||
Fair value of warrants | $ 501,268 | |||||||||||
Warrant [Member] | Convertible Notes [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Warrants issued | 10,481,016 | |||||||||||
Fair value of warrants | $ 1,284,683 | |||||||||||
Warrant [Member] | Convertible Notes Payable Related Party [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Warrants issued | 1,403,500 | |||||||||||
Fair value of warrants | $ 162,834 | |||||||||||
Warrant [Member] | Notes Payable Related Party [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Warrants issued | 2,530,242 | |||||||||||
Fair value of warrants | $ 429,340 | |||||||||||
Warrant Tender One [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Purchase agreement, description | In February 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 1 Warrants"), each with an exercise price of $4.00, by agreeing to receive thirty-three thousand three hundred and thirty three (1,667) Shares in exchange for every one-hundred thousand (5,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on April 15, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense. | |||||||||||
Exercise price | $ 4 | |||||||||||
Warrant Tender Two [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Purchase agreement, description | In April 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 2 Warrants"), each with an exercise price of $6.00, by agreeing to receive fifty thousand (2,500) Shares in exchange for every one-hundred thousand (5,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on May 17, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense. | |||||||||||
Exercise price | $ 6 | |||||||||||
Common Stock [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Gain on settlement of vendor liabilities | $ 375 | |||||||||||
Common stock shares issued | 2,100,173 | |||||||||||
Common stock shares issued, value | $ 2,100 | |||||||||||
Series B Cumulative Convertible Preferred Stock [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Convertible preferred stock | 20,000 | |||||||||||
Preferential dividends rate | 6.00% | 6.00% | ||||||||||
Dividend payments, description | Upon the occurrence of an Event of Default as defined below and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series B Stated Value. At the Corporation's option, such dividend payments may be made in (i) cash (ii) additional shares of Series B valued at the Series B Stated Value thereof, in an amount equal to 100% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series B, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series B Preferred. | |||||||||||
Conversion price | $ 6 | $ 3.94 | ||||||||||
Conversion of common stock, description | (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this provision is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days' prior written notice to the Corporation. | |||||||||||
Accrued for liquidating damages | 0 | |||||||||||
Debt securities conversion, description | (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. | |||||||||||
Series A Cumulative Convertible Preferred Stock [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Convertible preferred stock | 100,000 | |||||||||||
Shares of Series A stated value | $ 100 | |||||||||||
Conversion price | $ 5 | $ 3.28 | ||||||||||
Accrued for liquidating damages | $ 0 | |||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Conversion of common stock, description | (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this provision is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days' prior written notice to the Corporation. |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 101,341 |
Short term lease cost | (6,434) |
Total net lease cost | $ 94,907 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) | 12 Months Ended |
Dec. 31, 2019shares | |
Cash paid for amounts included in the measurement of lease liabilities: | |
ROU asset obtained in exchange for lease obligation | 349,997 |
Operating lease payments | 60,764 |
Weighted average discount rate: | 13.00% |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) | Dec. 31, 2019USD ($) |
Summary of future minimum lease payments | |
2020 | $ 104,922 |
2021 | 108,983 |
2022 | 114,627 |
2023 | 53,094 |
Total | $ 381,626 |
Commitments and Contingencies_5
Commitments and Contingencies (Details Textual) | May 05, 2018USD ($)ft² | Apr. 02, 2019USD ($)ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Commitments and Contingencies (Textual) | ||||
Lease term | 5 years | 4 years | ||
Area of office space | ft² | 2,300 | 796 | ||
Rent expense | $ 198,473 | $ 179,186 | ||
Lease term, Description | The Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. Total amount due under this lease is $411,150. | The Company signed a 4-year lease for approximately 796 square feet of office space at 2050 Center Avenue Suite 660, Fort Lee, New Jersey 07024. Commencement date of the lease is April 1, 2019. Total amount due under this lease is $108,229 | ||
Total amount due | $ 411,150 | $ 108,229 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Net deferred tax assets - Non-current: | ||
Depreciation | $ (298,986) | $ 14,168 |
Amortization | 27,042 | |
Stock based compensation | 446,123 | 533,187 |
Expected income tax benefit from NOL carry-forwards | 6,546,035 | 3,413,650 |
Less valuation allowance | (6,720,214) | (3,961,005) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 20.00% | 21.00% | 21.00% |
State tax rate, net of federal benefit | 6.50% | 6.50% | |
Change in valuation allowance on net operating loss carry-forwards | (27.50%) | (27.50%) | |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax (Textual) | |||
Federal net operating loss carryforwards | $ 20 | ||
Federal net operating loss expire date | Dec. 31, 2033 | ||
Federal income tax rate | 20.00% | 21.00% | 21.00% |
During period provides immediate expensing, description | The Act also provides for immediate expensing of 100% or the costs of qualified property that is incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. | ||
Maximum [Member] | |||
Income Tax (Textual) | |||
Federal income tax rate | 35.00% | ||
Minimum [Member] | |||
Income Tax (Textual) | |||
Federal income tax rate | 21.00% |
Subsequent Event (Details)
Subsequent Event (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
Seven promissory note agreement [Member] | |
Subsequent Event (Textual) | |
Proceeds received | $ | $ 584,900 |
Warrants to purchase | shares | 748 |
Five promissory note agreement [Member] | |
Subsequent Event (Textual) | |
Proceeds received | $ | $ 770,000 |
Warrants to purchase | shares | 144,995 |