Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 20, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | AUDIOEYE INC | ||
Entity Central Index Key | 0001362190 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 19,966,655 | ||
Trading Symbol | AEYE | ||
Entity Common Stock, Shares Outstanding | 7,623,227 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 5,741,549 | $ 1,960,430 |
Accounts receivable, net | 172,384 | 105,817 |
Marketable securities, held in related party | 510 | 750 |
Deferred costs, short term | 176,006 | 0 |
Prepaid expenses and other current assets | 49,901 | 67,406 |
Total current assets | 6,140,350 | 2,134,403 |
Property and equipment, net | 108,007 | 34,994 |
Deferred costs, long term | 93,790 | 0 |
Intangible assets, net | 2,061,404 | 2,164,463 |
Goodwill | 700,528 | 700,528 |
Total assets | 9,104,079 | 5,034,388 |
Current liabilities: | ||
Accounts payable and accrued expenses | 93,544 | 82,628 |
Related party payables | 14,467 | 23,535 |
Derivative liabilities | 0 | 2,984,010 |
Capital leases, short term | 30,172 | 0 |
Deferred rent | 4,472 | 9,402 |
Deferred revenue | 2,626,712 | 1,233,754 |
Total current liabilities | 2,769,367 | 4,333,329 |
Long term liabilities: | ||
Capital leases, long term | 51,150 | 0 |
Deferred rent | 6,585 | 5,048 |
Deferred revenue | 402,075 | |
Total liabilities | 3,229,177 | 4,338,377 |
Stockholders' equity: | ||
Preferred Stock, Value, Issued | ||
Common stock, $0.00001 par value, 50,000,000 shares authorized, 7,579,995 and 6,467,066 shares issued and outstanding as of December 31, 2018 and 2017 respectively | 76 | 65 |
Additional paid-in capital | 48,017,926 | 40,121,845 |
Accumulated deficit | (42,143,101) | (39,425,900) |
Total stockholders' equity | 5,874,902 | 696,011 |
Total liabilities and stockholders' equity | 9,104,079 | 5,034,388 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred Stock, Value, Issued | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 7,579,995 | 6,467,066 |
Common Stock, Shares, Outstanding | 7,579,995 | 6,467,066 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 200,000 | 200,000 |
Preferred Stock, Shares Issued | 105,000 | 110,000 |
Preferred Stock, Shares Outstanding | 105,000 | 110,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 5,660,427 | $ 2,739,439 |
Cost of revenue | 2,626,815 | 1,384,145 |
Gross profit | 3,033,612 | 1,355,294 |
Operating expenses: | ||
Selling and marketing | 2,462,865 | 1,421,127 |
Research and development | 194,429 | 181,303 |
General and administrative | 4,950,138 | 4,271,510 |
Total operating expenses | 7,607,432 | 5,873,940 |
Operating loss | (4,573,820) | (4,518,646) |
Other income (expense): | ||
Unrealized loss on derivative liabilities | 0 | (155,027) |
Unrealized loss on marketable securities | (240) | (450) |
Loss on settlement of debt | (267,812) | (15,724) |
Interest income (expense), net | (178,002) | (917,992) |
Total other (expenses) income | (446,054) | (1,089,193) |
Net loss | (5,019,874) | (5,607,839) |
Dividends on Series A convertible preferred stock | (53,740) | (75,206) |
Net loss available to common stockholders | $ (5,073,614) | $ (5,683,045) |
Net loss per common share-basic and diluted | $ (0.74) | $ (1.21) |
Weighted average common shares outstanding-basic and diluted | 6,892,238 | 4,693,437 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2016 | $ 307,237 | $ 45 | $ 2 | $ 34,125,251 | $ (33,818,061) |
Balance (in shares) at Dec. 31, 2016 | 4,460,983 | 160,000 | |||
Common stock sold for cash | 1,550,000 | $ 5 | $ 0 | 1,549,995 | 0 |
Common stock sold for cash(shares) | 442,857 | 0 | |||
Common stock issued upon conversion of preferred stock | 0 | $ 1 | $ (1) | 0 | 0 |
Common stock issued upon conversion of preferred stock (in shares) | 128,161 | (50,000) | |||
Common stock issued for services | 25,001 | $ 0 | $ 0 | 25,001 | 0 |
Common stock issued for services (in shares) | 6,667 | 0 | |||
Common stock issued in exchange for exercise of warrants on a cashless basis | 0 | $ 8 | $ 0 | (8) | 0 |
Common stock issued in exchange for exercise of warrants on a cashless basis (in shares) | 793,317 | 0 | |||
Common stock issued in exchange for exercise of warrants | 210,000 | $ 1 | $ 0 | 209,999 | 0 |
Common stock issued in exchange for exercise of warrants (in shares) | 120,000 | 0 | |||
Common stock issued in settlement of convertible notes and accrued interest | 865,336 | $ 5 | $ 0 | 865,331 | 0 |
Common stock issued in settlement of convertible notes and accrued interest (in shares) | 515,081 | 0 | |||
Loss on settlement of convertible note payable | 15,724 | $ 0 | $ 0 | 15,724 | 0 |
Reclassify fair value of liability warrants issued in connection with sale of common stock | (6,062) | 0 | 0 | (6,062) | 0 |
Reclassify fair value of liability warrants exercised | 758,911 | 0 | 0 | 758,911 | 0 |
Beneficial conversion feature and warrants issued with convertible notes | 812,500 | 0 | 0 | 812,500 | 0 |
Restricted stock units, warrants and options issued for services | 1,750,620 | 0 | 0 | 1,750,620 | 0 |
Restricted stock units issued in payment of accrued compensation | 14,583 | 0 | 0 | 14,583 | 0 |
Net loss | (5,607,839) | 0 | 0 | 0 | (5,607,839) |
Balance at Dec. 31, 2017 | 696,011 | $ 65 | $ 1 | 40,121,845 | (39,425,900) |
Balance (in shares) at Dec. 31, 2017 | 6,467,066 | 110,000 | |||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | Accounting Standards Update 2014-09 [Member] | 0 | ||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | Accounting Standards Update 2017-11 [Member] | 0 | ||||
Common stock sold for cash | 5,609,215 | $ 10 | $ 0 | 5,609,205 | 0 |
Common stock sold for cash(shares) | 1,000,000 | 0 | |||
Common stock issued upon conversion of preferred stock | 0 | $ 0 | $ 0 | 0 | 0 |
Common stock issued upon conversion of preferred stock (in shares) | 13,204 | (5,000) | |||
Common stock issued in exchange for exercise of warrants on a cashless basis | 0 | $ 0 | $ 0 | 0 | 0 |
Common stock issued in exchange for exercise of warrants on a cashless basis (in shares) | 5,842 | 0 | |||
Common stock issued in exchange for exercise of options on a cashless basis | $ 0 | $ 0 | 0 | ||
Common stock issued in exchange for exercise of options on a cashless basis (in shares) | 3,701 | 0 | |||
Common stock issued in exchange for exercise of options at $1.025 per share | 20,500 | $ 0 | $ 0 | 20,500 | 0 |
Common stock issued in exchange for exercise of options at $1.025 per share (in shares) | 20,000 | 0 | |||
Common stock issued in exchange for exercise of warrants | 10,250 | $ 0 | $ 0 | 10,250 | 0 |
Common stock issued in exchange for exercise of warrants (in shares) | 10,000 | 0 | |||
Common stock issued in settlement of convertible notes and accrued interest | 225,687 | $ 1 | $ 0 | 225,686 | 0 |
Common stock issued in settlement of convertible notes and accrued interest (in shares) | 60,182 | 0 | |||
Warrants issued with convertible notes | 175,617 | $ 0 | $ 0 | 175,617 | 0 |
Loss on settlement of debt | 267,812 | 0 | 0 | 267,812 | 0 |
Restricted stock units, warrants and options issued for services | 825,521 | 0 | 0 | 825,521 | 0 |
Net loss | (5,019,874) | 0 | 0 | 0 | (5,019,874) |
Balance at Dec. 31, 2018 | 5,874,902 | $ 76 | $ 1 | 48,017,926 | (42,143,101) |
Balance (in shares) at Dec. 31, 2018 | 7,579,995 | 105,000 | |||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | Accounting Standards Update 2014-09 [Member] | 80,153 | $ 0 | $ 0 | 0 | 80,153 |
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | Accounting Standards Update 2017-11 [Member] | $ 2,984,010 | $ 0 | $ 0 | $ 761,490 | $ 2,222,520 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||
Warrants exercise price per share | $ 1.025 | $ 1.75 |
Options exercise price per share | $ 1.025 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,019,874) | $ (5,607,839) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 551,335 | 538,761 |
Amortization of debt discounts | 175,617 | 862,500 |
Bad debt expense | 0 | 3,202 |
Non-cash interest expense associated with derivative warrants | 0 | 39,944 |
Option, warrant, RSU and PSU expense | 825,521 | 1,750,620 |
Stock issued for services | 0 | 25,001 |
Change in fair value of liability warrants due to exercise price reduction | 0 | 13,262 |
Unrealized loss on marketable securities | 240 | 450 |
Change in fair value of derivative liabilities | 0 | 155,027 |
Amortization of deferred commission | 103,383 | 0 |
Loss on settlement of debt | 267,812 | 15,724 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (66,567) | (64,374) |
Deferred costs | (293,026) | 0 |
Other current assets | 17,505 | (47,846) |
Accounts payable and accruals | 11,628 | (160,213) |
Deferred rent | (3,393) | (207) |
Deferred revenue | 1,795,033 | 847,269 |
Related party payables | (9,068) | 6,000 |
Net cash used in operating activities | (1,643,854) | (1,622,719) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (10,893) | (41,167) |
Purchase of domain name | (10,000) | 0 |
Software development costs | (404,890) | (383,802) |
Net cash used in investing activities | (425,783) | (424,969) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of common stock and warrants for cash | 5,609,215 | 1,550,000 |
Issuance of convertible note payable-related party | 50,000 | 0 |
Issuance of convertible notes payable | 174,975 | 862,500 |
Proceeds from exercise of warrants | 10,250 | 210,000 |
Proceeds from exercise of options | 20,500 | 0 |
Repayments of notes payable and capital leases | (14,184) | (23,800) |
Net cash provided by financing activities | 5,850,756 | 2,598,700 |
Net increase in cash | 3,781,119 | 551,012 |
Cash-beginning of period | 1,960,430 | 1,409,418 |
Cash-end of period | 5,741,549 | 1,960,430 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 3,491 | 0 |
Income taxes paid | 0 | 0 |
Non-cash investing and financing activities: | ||
Reclassify fair value of liability warrants from equity to liability upon issuance | 0 | 6,062 |
Reclassify fair value of liability warrants from liability to equity upon exercise | 0 | 758,911 |
Debt discount originated from derivative feature of warrants attached to note | 0 | 50,000 |
Common stock issued in settlement of convertible notes payable and accrued interest | 225,687 | 865,336 |
Debt discount originated from issuance of warrant attached to notes payable | 175,617 | 812,500 |
Restricted stock units issued in payment of accrued compensation | 0 | 14,583 |
Common stock issued for cashless exercise of warrants and options | 0 | 8 |
Common stock issued on conversion of preferred stock | 0 | 1 |
Equipment acquired from capital leases | 95,506 | 0 |
Accounting Standards Update 2017-11 [Member] | ||
Non-cash investing and financing activities: | ||
Effect of adoption of Accounting Codification Standard 2014-09, Revenue from Contracts with Customers | 2,984,010 | 0 |
Accounting Standards Update 2014-09 [Member] | ||
Non-cash investing and financing activities: | ||
Effect of adoption of Accounting Codification Standard 2014-09, Revenue from Contracts with Customers | $ 80,153 | $ 0 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 — ORGANIZATION AudioEye, Inc. (“we”, “our”, the “Company”) was incorporated on May 20, 2005 in the state of Delaware. The Company has developed patented, Internet content publication and distribution software that enables conversion of any media into accessible formats and allows for real time distribution to end users on any Internet connected device. The Company’s focus is to create more comprehensive access to Internet, print, broadcast and other media to all people regardless of their network connection, device, location, or disabilities. The Company is focused on developing innovations in the field of networked and device embedded audio technology. The Company owns a unique patent portfolio comprised of six issued patents in the United States, a notice of allowance from the U.S. Patent and Trademark Office for a seventh patent, and two U.S. patents pending with additional patents being drafted for filing with the U.S. Patent and Trademark Office and internationally. Our common stock is listed on The NASDAQ Capital Market under the symbol “AEYE” since September 4, 2018. Prior to September 4, 2018, our common stock was listed on the OTCQB and the OTC Bulletin Board since April 15, 2013 under the same symbol. In August 2018, the Company sold 1,000,000 shares of its common stock at $6.25 per share for net proceeds of $5,609,215, after costs and expenses of $640,785 (the “Private Placement”). At the closing of the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the investors pursuant to which the Company agreed to register the Shares for resale. On September 4, 2018, the Company filed a registration statement on Form S-1 covering the resale or other disposition of the securities subject to the Registration Rights Agreement. On August 1, 2018, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 25 shares of common stock and to reduce the number of authorized common stock from 250,000,000 to 50,000,000. As a result, 186,994,384 shares of the Company’s common stock were exchanged for 7,479,775 shares of the Company's common stock. These financial statements have been retroactively restated to reflect the reverse stock split. (See Note 11) |
MANAGEMENT'S LIQUIDITY PLANS
MANAGEMENT'S LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2018 | |
Going Concern [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 — MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2018, the Company had cash of $5,741,549 and working capital of $3,370,983. In addition, the Company used actual net cash in operations of $1,643,854 during the year ended December 31, 2018. In August 2018, the Company sold 1,000,000 shares of its common stock at $6.25 per share for net proceeds of $5,609,215, after costs and expenses of $640,785. In connection with the October 9, 2015 Note and Warrant Purchase Agreement, the Company has received proceeds from issuance of convertible notes payable of $100,000 in September 2018 and $124,975 in October 2018 (see Note 8). It is anticipated that the Company has cash sufficient to fund operations for the next twelve months. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. The Company has a fiscal year ending on December 31. Certain prior period amounts have been reclassified to conform to current period classification. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Empire Technologies, LLC (“Empire”). All significant inter-company accounts and transactions have been eliminated. During the years ended December 31, 2018 and 2017, Empire had no activity. Empire had no assets or liabilities as of December 31, 2018 and 2017. Revenue Recognition Revenue is recognized when delivery of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following five steps: Identify the contract with the customer; Identify the performance obligations in the contract; Determine the transaction price; Allocate the transaction price to the performance obligations in the contract; and Recognize revenue when, or as, the performance obligations are satisfied. Certain Software as a Service (“SaaS”) invoices are prepared on an annual basis. Any funds received for services not provided yet are held in deferred revenue and are recorded as revenue when earned. Subscription revenue is recognized on a ratable basis over the contractual subscription term of the arrangement beginning on the date that our service is made available to the customer. Payments received in advance of services being rendered are recorded as deferred revenue. Any funds received for services not provided yet are held in deferred revenue and are recorded as revenue when earned. We generate substantially all our revenue from subscription services, which are comprised of subscription fees from customer accounts on the Ally Platform. The following table presents our revenues disaggregated by type of good or service and sales channel: Year ended December 31, 2018 2017 Subscription revenue and support – Direct $ 4,315,168 $ 2,543,947 Subscription revenue and support – Indirect (Strategic partners) 1,345,259 195,492 Total revenues $ 5,660,427 $ 2,739,439 There were significant changes in contract liabilities balances during the year ended December 31, 2018. The table below summarizes the activity within the deferred revenue accounts, during the year ended December 31, 2018: December 31, Cash Revenue December 31, 2017 received recognized 2018 Deferred revenue $ 1,233,754 $ 5,969,417 $ 4,174,384 $ 3,028,787 As of December 31, 2018, $ 2,626,712 402,075 At December 31, 2018, the Company had one customer representing 22% of the outstanding accounts receivable. At December 31, 2017, the Company had five customers representing 18%, 14%, 14%, 13% and 10% (an aggregate of approximately 69%) of the outstanding accounts receivable. The Company had one major customer including their affiliates which generated approximately 11.8 % of its revenue in the year ended December 31, 2018 . The Company had two major customers including their affiliates which generated approximately 28.4 % ( 18.0 % and 10.4 %) of its revenue in the year ended December 31, 2017 . Effective January 1, 2018 , the Company adopted ASU 2014 - 09 , Revenue from Contracts with Customers (Topic 606) , which supersedes the revenue recognition requirements in Topic 605 , Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The Company adopted the standard using the modified retrospective approach effective January 1 , 2018 . The Company applied Topic 606 using the following practical expedients: ● The measurement of the transaction price excludes all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer; ● The new revenue guidance has been applied to portfolios of contracts with similar characteristics; ● The modified retrospective approach has been applied only to contracts that are not completed contracts at the date of initial adoption; ● The value of unsatisfied performance obligations for contracts with an original expected length of one year or less has not been disclosed; and ● the costs of obtaining contracts with customers are expensed when the amortization period would have been one year or less. The most significant impact of the standard relates to capitalizing costs to acquire contracts, which have historically been expensed as incurred. As of December 31, 2017, the Company’s sales commission plans have included multiple payments, including initial payments in the period a customer contract is obtained and deferred payments over the life of the contract as future payments are collected from the customers. Under the standard, only the initial payment is subject to capitalization as the deferred payments require a substantive performance condition of the employee. These initial commission payments are now capitalized in the period a customer contract is obtained and payment is received; and will be amortized consistent with the transfer of the goods or services to the customer over the expected period of benefit. The expected period of benefit is the contract term, except when the commission payment is expected to provide economic benefit to the Company for a period longer than the contract term, such as for new customer or incremental sales where renewals are expected, and renewal commissions are not commensurate with initial commissions. Such commissions are amortized over the greater of contract term or technological obsolescence period when the underlying contracted products are technology-based, such as for the SaaS-based platforms, or the expected customer relationship period when the underlying contracted products are not technology-based, such as for patient experience survey products. Upon adoption of Topic 606, the Company reclassified $80,153 from equity previously expensed commissions to deferred costs effective January 1, 2018. See Note 6 below for a summary of activity in the deferred costs account during the year ended December 31, 2018. Effects of adoption of ASU 2014-09 are as follows: At January 1, 2018: Prior to adoption of ASU 2014-09 Subsequent to adoption of ASU 2014-09 Change Accumulated deficit $ (39,425,900 ) $ (39,345,747 ) $ (80,153 ) Deferred commission costs $ - $ 80,153 $ 80,153 Cost of Revenue Cost of revenue consists primarily of employee-related costs, including payroll, benefits and stock-based compensation expense for our technology operations and customer experience teams, fees paid to our managed hosting providers and other third-party service providers, amortization of capitalized software development costs and acquired technology, and allocated overhead costs. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Capitalization of Software Development Costs In accordance with ASC 350-40, the Company capitalizes certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed, and it is probable that the software will be used as intended. Capitalized software costs include only (i) external direct costs of materials and services utilized in developing or obtaining computer software, (ii) compensation and related benefits for employees who are directly associated with the software project and (iii) any interest costs incurred while developing internal-use computer software. Capitalized software costs are included in intangible assets on our balance sheet and amortized on a straight-line basis when placed into service over the estimated useful lives of the software (see Note 5). Research and Technology Expenses Research and technology expenses are expensed in the period costs are incurred. For the year ended December 31, 2018 and 2017, research and technology expenses totaled $194,429 and $181,303 respectively. Cash and Cash Equivalents The Company considers cash in savings accounts to be cash equivalents. The Company considers any short-term, highly liquid investments with maturities of three months or less as cash and cash equivalents. Investments in Equity Securities The Company has elected the fair value option under ASC 825 for its investments in marketable equity securities. Investments in marketable securities are measured at fair value through earnings and consist of common stock holdings of publicly traded companies. These equity securities are marked to market at the end of each reporting period based on the closing price of the security at each balance sheet date. Changes in fair value are recorded as unrealized gains or losses in the consolidated statement of operations in accordance with ASC 321. From time to time, the Company invests in the securities of other entities where there exists no active market for the securities held. These strategic investments may consist of non-controlling equity investments in privately held companies. These investments without readily determinable fair values for which the Company does not have the ability to exercise significant influence are accounted for using the measurement alternative. Under the measurement alternative, the non-marketable securities are carried at cost less any impairments, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Fair value is not estimated for non-marketable equity securities if there are no identified events or changes in circumstances that may have an effect on the fair value of the investment. Allowance for Doubtful Accounts The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of the Company’s customers. The Company does not generally require collateral for its accounts receivable. During the years ended December 31, 2018 and 2017, the Company incurred $-0- and $3,202 as bad debt expense. There was an allowance for doubtful accounts of $-0- as of December 31, 2018 and 2017. Property and Equipment Property and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repairs and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of the Company’s property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 5 to 7 years. Goodwill, Intangible Assets, and Long-Lived Assets Goodwill is carried at cost and is not amortized. The Company tests goodwill for impairment on an annual basis at the end of each fiscal year, relying on a number of factors including operating results, business plans, economic projections, anticipated future cash flows and marketplace data. Company management uses its judgment in assessing whether goodwill has become impaired between annual impairment tests according to specifications set forth in ASC 350. The Company completed an evaluation of goodwill at December 31, 2018 and 2017 and determined that there was no impairment. The fair value of the Company’s reporting unit is dependent upon the Company’s estimate of future cash flows and other factors. The Company’s estimates of future cash flows include assumptions concerning future operating performance and economic conditions and may differ from actual future cash flows. Estimated future cash flows are adjusted by an appropriate discount rate derived from the Company’s market capitalization plus a suitable control premium at date of the evaluation. The financial and credit market volatility directly impacts the Company’s fair value measurement through the Company’s weighted average cost of capital that the Company uses to determine its discount rate and through the Company’s stock price that the Company uses to determine its market capitalization. Therefore, changes in the stock price may also affect the amount of impairment recorded. The Company recognizes an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their useful lives. Impairment losses are recognized if the carrying amount of an intangible asset subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The Company reviews its long-lived assets, including property and equipment, identifiable intangibles, and goodwill annually or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows will be less than the carrying amount of the assets. Impairment of Long-Lived Assets The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Long-lived assets were evaluated for impairment and no impairment losses were incurred during the years ended December 31, 2018 and 2017, respectively. Stock based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. Earnings (loss) per Share Basic earnings (loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. “Diluted earnings per share” reflects the potential dilution that could occur if our share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of our share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation. The dilutive effect of our convertible preferred stock and convertible debentures is computed using the if-converted method, which assumes conversion at the beginning of the year. Potentially dilutive securities excluded from the computation of basic and diluted net earnings (loss) per share for the year ended December 31, 2018 and 2017 are as follows: 2018 2017 Preferred stock on a converted basis 283,407 284,360 Options to purchase common stock 997,989 1,003,836 Warrants to purchase common stock 1,781,715 1,919,906 Restricted stock units 222,514 156,340 Totals 3,285,625 3,364,442 Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2018 and 2017, the Company did not have any derivative instruments that were designated as hedges. In 2017 and prior and in accordance with ASC 815, certain warrants with anti-dilutive provisions were deemed to be derivatives. The value of the derivative instrument will fluctuate with the price of the Company’s common stock and is recorded as a current liability on the Company’s Consolidated Balance Sheet. The change in the value of the liability is recorded as “unrealized gain (loss) on derivative liability” on the Consolidated Statements of Operations. Effective January 1, 2018, the Company adopted ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. On January 1, 2018, the Company adopted ASU 2017-11 by electing the modified retrospective method to the outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the fiscal year. Accordingly, the Company reclassified the fair value of the reset provisions embedded in previously issued warrants from liability to equity (accumulated deficit) in aggregate of $2,984,010. Effects of adoption of ASU 2017-11 modified retrospective are as follows: At January 1, 2018: Prior to adoption of ASU 2014-09 Subsequent to adoption of ASU 2014-09 Change Derivative liabilities $ 2,984,010 $ - $ (2,984,010 ) Additional paid in capital 40,120,293 40,881,783 761,490 Accumulated deficit $ (39,425,900 ) $ (37,203,380 ) $ 2,222,520 Financial Instruments The carrying amount of the Company’s financial instruments, consisting of cash equivalents, short-term investments, account and notes receivable, accounts and notes payable, short-term borrowings and certain other liabilities, approximate their fair value due to their relatively short maturities. Fair Value Measurements Fair value is an estimate of the exit price, representing the amount that would be received to upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction cost. Fair value measurement under generally accepted accounting principles provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Level 3: Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities. In October and November 2015 and April 2017, the Company issued warrants with an exercise price of $2.50 in connection with convertible debt instruments. The five-year warrants also contain a provision that the warrant exercise price will automatically be adjusted for any common stock equity issuances at less than $2.50 per share. The Company determined that the warrants were not afforded equity classification because the warrants are not considered to be indexed to the Company’s own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value. The Company estimated the fair value of these derivative warrants at initial issuance and again at each balance sheet date. The changes in fair value are recognized in earnings in the Consolidated Statements of Operations under the caption “unrealized gain/(loss) – derivative liability” until such time as the derivative warrants are exercised or expire. The Company used the Black-Scholes Option Pricing model to estimate the fair value as of the dates of issuance, the price of the Company stock ranged $0.775 to $4.675, volatility was estimated to be 102% to 172%, the risk-free rate ranged 1.14% to 1.79% and the remaining term was 5 years. In 2016 and 2017, the Company issued warrants with an exercise price of $6.25 in connection with the sale of the Company’s common stock. The five-year warrants also contain a provision that the warrant exercise price will automatically be adjusted for any common stock equity issuances at less than $6.25 per share. The Company determined that the warrants were not afforded equity classification because the warrants are not considered to be indexed to the Company’s own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value. The Company estimated the fair value of these derivative warrants at initial issuance and again at each balance sheet date. The changes in fair value are recognized in earnings in the Consolidated Statements of Operations under the caption “unrealized gain/ (loss) – derivative liability” until such time as the derivative warrants are exercised or expire. The Company used the Black-Scholes Option Pricing model to estimate the fair value and as of the dates of issuance, the price of the Company stock ranged $3.80 to $4.875, volatility was estimated to be from 169% to 178%, the risk-free rate ranged 1.22% to 1.87% and the remaining term was 5 years. The estimated initial fair value of these warrants of $6,062 during 2017 was reclassified from equity to liability at the date of issuance. On May 2, 2017, a warrant holder exercised a warrant to acquire 40,000 shares of the Company’s common stock under a cashless provision. The Company used the Black-Scholes Option Pricing model to estimate the fair value and as of the date of exercise, the price of the Company stock was $5.00, volatility was estimated at 171%, the risk-free rate of 1.45% and the remaining term was 3.4 years. The estimated fair value of the warrant of $184,569 was reclassified from liability to equity at the date of exercise. In October and November 2017, the Company offered, as an inducement to exercise, to reduce the exercise price of previously issued warrants from $2.50 per share to $1.75 per share. The Company used the Black-Scholes Option Pricing model to estimate the change in fair value and the dates of exercise, the price of the Company’s common stock was $3.475 to $3.8725, volatility estimated from 165% to 166%, risk free rate from 1.60% to 1.99% and remaining term from 2.94 to 4.42 years. The estimated fair value of the change in warrant fair value of $13,262 was charged to current period interest expense. The estimated fair value of the warrants at the dates of exercise of $574,342 was reclassified from liability to equity at the date of exercise(s). In connection with the offering, the exercise price of an aggregate of 71,680 previously issued warrants with anti-dilutive provisions were reset from $6.25 to $1.75 per share At December 31, 2017, the price of the Company stock was $3.8725, volatility was estimated to be 163.9%, the risk-free rate from 1.98% to 2.20% and the remaining term ranged from 2.77 to 4.03 years. As of December 31, 2017, the fair value of the warrants was determined to be $2,984,010, resulting in an unrealized loss on the change in the fair value of this derivative liability of $155,027 for the year ended December 31, 2017. Effective January 1, 2018, the Company adopted ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). See discussion above. The following are the Company’s assets and liabilities, measured at fair value on a recurring basis, as of December 31, 2018 and 2017: Fair Value Fair Value Hierarchy Assets Marketable securities, December 31, 2018 $ 510 Level 1 Marketable securities, December 31, 2017 $ 750 Level 1 Liabilities Derivative liabilities, December 31, 2018 $ - Level 3 Derivative liabilities, December 31, 2017 $ 2,984,010 Level 3 Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard will have a material effect on the Company’s financial statements. The most significant effects of adoption relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; and (2) providing significant new disclosures about its leasing activities. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company will elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Beginning in 2019, the Company expects changes to its disclosed lease recognition policies and practices, as well as to other related financial statement disclosures due to the adoption of this standard. These revised disclosures will be made in the Company’s first quarterly report in 2019. In June 2018, the FASB issued ASU 2018-07, regarding ASC Topic 718 Compensation - Stock Compensation , which largely aligns the accounting for share-based compensation for non-employees with employees. The guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted. We do not expect the adoption of this standard to have a material effect on our consolidated financial statements. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial posit |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 — PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2018 and 2017 is summarized as follows: 2018 2017 Computer equipment $ 62,170 $ 63,517 Equipment under capital lease 95,506 - Furniture and fixtures 4,968 3,128 Total 162,644 66,645 Less accumulated depreciation (54,637 ) (31,651 ) Property and equipment, net $ 108,007 $ 34,994 Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful life of 3 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Included in net property are assets under capital leases of $95,506, less accumulated depreciation of $16,117 as of December 31, 2018 and $0, less accumulated depreciation of $0 as of December 31, 2017, respectively. The Company spent $10,893 in purchases and leased $95,506 of equipment during the year ended December 31, 2018 and $41,167 in purchases of equipment during the year ended December 31, 2017. Depreciation expense was $33,386 and $6,173 for the year ended December 31, 2018 and 2017. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 5 — INTANGIBLE ASSETS For the year ended December 31, 2018 and 2017, the Company invested in software development costs in the amounts of $404,890 and $383,802 respectively and acquired a domain name in 2018 in the amount of $10,000. Patents, technology and other intangibles with contractual terms are generally amortized over their estimated useful lives of ten years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. Due to the Company’s history of operating losses, intangible assets were evaluated for impairment and no impairment losses were incurred during the years ended December 31, 2018 and 2017, respectively. Software development costs are amortized over their estimated useful life of three years. Intangible assets consisted of the following: 2018 2017 Patents $ 3,697,709 $ 3,697,709 Capitalized software development 1,410,259 1,005,369 Domain name 10,000 - Accumulated amortization (3,056,564 ) (2,538,615 ) Intangible assets, net $ 2,061,404 $ 2,164,463 Amortization expense for patents totaled $374,632 and $379,158 for the year ended December 31, 2018 and 2017, respectively. Amortization expense for software development totaled $143,317 and $153,430 for the years ended December 31, 2018 and 2017, respectively. Total amortization expense totaled $517,949 and $532,588 for the year ended December 31, 2018 and 2017, respectively. |
DEFERRED COSTS
DEFERRED COSTS | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Policy Acquisition Costs Disclosures [Abstract] | |
Deferred Policy Acquisition Costs [Text Block] | NOTE 6 — DEFERRED COSTS Effective January 1, 2018, the Company capitalizes initial and renewal sales commission payments in the period a customer contract is obtained, and payment is received; and is amortized consistent with the transfer of the goods or services to the customer over the expected period of benefit, which we have deemed to be the contract term. Such commissions are amortized over the greater of contract term or technological obsolescence period when the underlying contracted products are technology-based, such as for the SaaS-based platforms, or the expected customer relationship period when the underlying contracted products are not technology-based, such as for patient experience survey products. The table below summarizes the activity within the deferred commission costs account, during the year ended December 31, 2018 : January 1, Commission Commission December 31, 2018 Costs Deferred Amortized 2018 Deferred costs, short term $ 80,153 $ 199,236 $ (103,383 ) $ 176,006 Deferred costs, long term - 93,790 - 93,790 Deferred commission costs $ 80,153 $ 293,026 $ (103,383 ) $ 269,796 During the year ended December 31, 2018, the Company deferred an aggregate $293,026 commissions paid and reclassified from equity $80,153 previously paid and expensed commissions. Amortization of deferred costs for the year ended December 31, 2018 was $103,383. |
CAPITAL LEASES
CAPITAL LEASES | 12 Months Ended |
Dec. 31, 2018 | |
Leases, Capital [Abstract] | |
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | NOTE 7 — CAPITAL LEASES 2018 2017 Capital equipment lease dated April 5, 2018 $ 13,056 $ - Capital equipment lease dated May 8, 2018 14,525 - Capital equipment lease dated June 27, 2018 21,701 - Capital equipment lease dated September 18, 2018 15,368 - Capital equipment lease dated September 28, 2018 16,672 Total capital leases payable 81,322 - Less current portion (30,172 ) - Long term portion $ 51,150 $ - During the year ended December 31, 2018, the Company entered into five capital leases for computer equipment for a three-year term. The Company recognized these arrangements as capital leases based on the determination the leases exceeded 75% of the economic life of the underlying assets. The Company initially recorded the equipment and the capitalized lease liability at the estimated present value of the minimum lease payments of $95,506. The leases include base monthly payments in aggregate of $2,894, due on the contract monthly anniversary of each calendar month. At the expiration of the lease, the Company is required to return all leased equipment to the lessor with right of repurchase at fair value. The Company has made payments in the amount of $14,184 during the year ended December 31, 2018. The effective interest rate of the capitalized lease is estimated at 6.00% based on the . The following summarizes the assets under capital leases: 2018 2017 Classes of property Computer equipment $ 95,506 $ - Less: accumulated depreciation (16,117 ) - $ 79,389 $ - The following summarizes total future minimum lease payments at December 31, 2018: Period ending December 31, 2019 $ 34,729 2020 34,729 2021 18,985 Total minimum lease payments 88,443 Amount representing interest 7,121 Present value of minimum lease payments 81,322 Current portion of capital lease obligations 30,172 Capital lease obligation, less current portion $ 51,150 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | NOTE 8 — CONVERTIBLE NOTES PAYABLE 2017 On April 11, 2017, the Company issued a convertible promissory note in the principal amount of $50,000 (the “Note”) and warrant (the “Warrant”) to purchase 20,000 shares of common stock of the Company. The Note and Warrant were issued in connection with an election granted under our October 9, 2015 Note and Warrant Purchase Agreement (the “October 2015 Purchase Agreement”) whereby any investor in the October 2015 Purchase Agreement within the three-year period immediately following the initial closing date, may purchase an additional note in the principal amount equal to 50% of the principal amount of the initial note purchased by such investor at previous closings and an additional warrant with an aggregate exercise price equal to such investor’s the principal amount of such additional note. The Note bears interest at 10% and matures the earlier of October 9, 2018 or after the occurrence an event of default (as defined in the Note). In the event of any conversion, all interest shall be also converted into equity and shall not be payable in cash. If the Company sells equity securities in a single transaction or series of related transactions for cash of at least $1,000,000 (excluding the conversion of the Note and excluding the shares of common stock to be issued upon exercise of the warrants) on or before the maturity date, all of the unpaid principal on the Note plus accrued interest shall be automatically converted at the closing of the equity financing into a number of shares of the same class or series of equity securities as are issued and sold by the Company in such equity financing (or a class or series of equity securities identical in all respects to and ranking pari passu with the class or series of equity securities issued and sold in such equity financing) as is determined by dividing (i) the principal and accrued and unpaid interest amount of the Note by (ii) 60% of the price per share at which such equity securities are issued and sold in such equity financing. The Warrant is exercisable at $2.50 per share and expires 5 years following the date of issuance. The Warrant is subject to anti-dilution protection, subject to certain customary exceptions. The estimated fair value of the issued warrant of $89,944 was charged as a debt discount up to the net proceeds of the note ($50,000) and the excess ($39,944) recorded as current period interest expense. The Company amortized $50,000 of the debt discount to current period operations as interest expense for the year ended December 31, 2017. On November 30, 2017, the Company issued 31,450 shares of the Company’s in full settlement of the promissory note and accrued interest of $2,836. In connection with the settlement, the Company incurred a $15,724 loss on settlement of debt. On October 11, 2017, the “Company entered into a Second Amendment to the Note and Warrant Purchase Agreement (the “Purchase Agreement Amendment”) and an Omnibus Amendment to Common Stock Warrants (the “Warrant Amendment”), which collectively amend that certain Note and Warrant Purchase Agreement dated as of October 9, 2015 (the “Original Agreement”) and the warrants previously issued thereunder (the “Warrants”) to, among other things; (i) for the period from the Closing Date until November 8, 2017 (the “Discount Period”), provide parties to the Original Agreement the option to purchase additional notes (in an amount of up to 50% of their respective original investment as provided in the Original Agreement) that will immediately convert to shares of common stock of the Company (“Common Stock”) at a price of $1.68 per share along with warrants exercisable for shares of Common Stock at a price of $1.75 per share if exercised during the Discount Period or $2.50 per share if exercised during the term of the warrant following the Discount Period; (ii) provide for certain registration rights for shares of Common Stock issued pursuant to the Original Purchase Agreement, as amended, at any time after 30 days subsequent to the listing of the Common Stock on a national securities exchange; and (iii) amend the Warrants such that they are exercisable for shares of Common Stock at a price of $1.75 per share if exercised during the Discount Period or $0.10 per share if exercised during the term of the warrant following the Discount Period. The Company recognized a charge of $13,262 to current period interest for change in fair value due to the warrant modifications using the Black-Scholes pricing model and the following assumptions: contractual terms of 5 years, a risk-free interest rate of 1.60% to 1.99%, a dividend yield of 0%, and volatility of 165.18% to 166.12%. In November 2017, the Company issued convertible promissory notes in aggregate of $812,500 and 325,000 warrants to acquire the Company’s common stock at $1.75 per share for five years under the above described terms. The notes were immediately converted into 483,631 shares of the Company’s common stock at a conversion rate of $1.68 per share. Of the issued 325,000 warrants, 30,000 warrants were exercised for net proceeds of $52,500. In accordance with ASC 470-20, the Company recognized the value attributable to the warrants and the conversion feature in the aggregate amount of $812,500 to additional paid in capital and a discount against the November 2017 notes. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model and the following assumptions: contractual terms of 5 years, a risk-free interest rate of 1.83% to 2.01%, a dividend yield of 0%, and volatility of 165.45% to 166.12%. Due to the immediate conversion feature, the debt discount attributed to the value of the warrants and conversion feature in aggregate of $812,500 was charged to current period as interest expense. 2018: In connection with the October 9, 2015 Note and Warrant Purchase Agreement, in September 2018 and October 2018, the Company issued convertible promissory notes in aggregate principal amount of $224,975 (the “Notes”) and warrants (the “Warrants”) to purchase 89,990 shares of common stock of the Company. $50,000 of the principal was in connection with an entity that a member of the Company’s board of directors is deemed a beneficial owner (see Note 10). Subject to the agreement, any investor in the October 9, 2015 Purchase Agreement within the three-year period immediately following the initial closing date, may purchase an additional note in the principal amount equal to 50% of the principal amount of the initial note purchased by such investor at previous closings and an additional warrant equal to the principal amount of such additional note divided by the exercise price of the additional warrant. The Notes bore interest at 10% and matured on the earlier of October 9, 2018 or after the occurrence of an event of default (as defined in the Note). In the event of any conversion, all interest was converted into equity and shall not be payable in cash. Under the terms of the October 9, 2015 Note and Warrant Purchase Agreement, if the Company sells equity securities in a single transaction or series of related transactions for cash of at least $1,000,000 (excluding the conversion of the Notes and excluding the shares of common stock to be issued upon exercise of the warrants) on or before the maturity date, all of the unpaid principal on the Note plus accrued interest shall be automatically converted at the closing of the equity financing into a number of shares of the same class or series of equity securities as are issued and sold by the Company in such equity financing (or a class or series of equity securities identical in all respects to and ranking pari passu with the class or series of equity securities issued and sold in such equity financing) as is determined by dividing (i) the principal and accrued and unpaid interest amount of the Notes by (ii) 60% of the price per share at which such equity securities are issued and sold in such equity financing. On October 2, 2018, the Company’s board of directors approved to convert the debt, upon maturity, at $3.75 per share, which is 60% of the price per share at which equity was sold in August 2018 and will be treated as debt extinguishment at conversion. On October 29, 2018, the Company issued an aggregate of 60,182 shares of its common stock in settlement of the outstanding notes and accrued interest of $225,687 (principal plus accrued interest). In connection with the settlement, the Company incurred a loss on settlement of debt of $267,812, calculated as the difference between the fair value of the shares of common stock issued less the value of convertible debt settled. The Warrants are exercisable at $2.50 per share and expire 5 years following the date of issuance. The Warrants are subject to anti-dilution protection, subject to certain customary exceptions. In accordance with Accounting Standards Codification subtopic 470-20, the Company estimated relative fair value of the issued warrants, determined to be $175,617 as a credit to additional paid in capital. The Company amortized $175,617 of the debt discount to current period operations as interest expense for the year ended December 31, 2018. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 9 — RELATED PARTY TRANSACTIONS Issuance of convertible notes payable In 2017, the Company issued an aggregate of $762,500 in convertible notes payable and warrants to acquire 305,000 shares of the Company’s common stock with a term of five years, an exercise price of $1.75 per share to David Moradi. Upon issuance, the convertible notes immediately and automatically convert into the Company’s common stock at a conversion rate of $1.68 per share. In 2017, the Company issued an aggregate of 453,869 shares of the Company’s common stock in settlement of outstanding convertible notes, issued in 2017, for $762,500 to David Moradi. On September 26, 2018, the Company issued a $50,000 convertible note payable and warrants to acquire 20,000 shares of the Company’s common stock with a term of five years, an exercise price of $2.50 per share to an entity that Alexandre Zyngier, a member of the Company’s board of directors is deemed a beneficial owner. On October 29, 2018, the Company issued 13,384 shares of the Company’s common stock in settlement convertible note, discussed Note 8, issued in 2018, for $50,000 and accrued interest. Sales of common stock In 2017, the Company sold to Anthion Partners II, LLC, an entity under the control of David Moradi, 214,286 shares of the Company’s common stock for net proceeds of $750,000. In 2017, the Company issued 30,000 shares of the Company’s common stock in exchange for the exercise of warrants for net proceeds of $52,500 to David Moradi. In 2017, the Company issued 729,028 shares of the Company’s common stock in exchange for the exercise on a cashless basis of 734,133 warrants to David Moradi. In summary, as of December 31, 2018 and 2017, the total balances of related party payable were $14,467 and $23,535, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 — COMMITMENTS AND CONTINGENCIES Operating leases The Company’s principal executive offices are located at 5210 E. Williams Circle, Suite 750, Tucson, Arizona 85711, consisting of approximately 5,151 square feet as of December 31, 2018. The Company’s principal executive office was leased for an aggregate amount of $4,724 per month through September 1, 2016, $5,474 through September 30, 2017 and an aggregate amount of $6,224 per month as of December 31, 2017. On December 21, 2017, effective February 1, 2018, the Company amended its existing lease to expand its Arizona office to approximately 4,248 square feet that expires September 30, 2021. As such, beginning February 1, 2018, the basic rent increased to $9,598 on February 1, 2018. On October 2, 2018, effective December 1, 2018, the Company amended further its existing lease to expand its Arizona office to approximately 5,151 square feet. In accordance with the amended lease, rent increases to $11,810 on January 1, 2019, escalating to $12,977 at the end of the lease, which was extended to October 31, 2022. The Company also has offices in Atlanta, previously located at 1855 Piedmont Road, Suite 200, Marietta, Georgia leased for an aggregate of $2,763 per month. Beginning September 1, 2016, we re-located offices located at 3901 Roswell Road, Suite 134, leased for an aggregate of $3,937 per month as of December 31, 2017 and expiring September 30, 2019. On December 29, 2017, effective February 1, 2018, amended its existing lease to expand its Georgia office to approximately 3,831 square feet. As such, beginning February 1, 2018, the basic rent increases by $1,500 on February 1, 2018 through remainder of lease term. Subsequent to year end, in February 2019, the Company entered into a lease for new offices in Marietta, Georgia located at 450 Franklin Gateway, Marietta, Georgia consisting of approximately 9,662 square feet. The new lease will commence, depending on substantial completion of the landlord’s development but no later than June 1, 2019. In 2018 and 2017, we leased office space in New York on a month to month basis for $300 per month. Beginning November 1, 2015, we subleased an office from a company controlled by our Executive Chairman in Scottsdale, AZ for $3,578 per month as of December 31, 2018. Rent expense charged to operations, which differs from rent paid due to rent credits and to increasing amounts of base rent, is calculated by allocating total rental payments on a straight-line basis over the term of the lease. During the years ended December 31, 2018 and 2017, rent expense was $220,407 and $144,030, respectively and as of December 31, 2018 and 2017, net deferred rent payable was $11,057 and $14,450, respectively. The following is a schedule of future minimum lease payments for all non-cancelable operating leases for each of the next four years ending December 31 and thereafter: Year ended December 31, 2019 195,454 2020 147,079 2021 150,386 2022 142,242 Total $ 635,161 Litigation On January 23, 2017, the court granted preliminary approval of the settlement pursuant to the terms set forth in the Stipulation of Settlement, provisionally certified a settlement class of shareholders, and directed plaintiffs' counsel to provide notice to that class. The Court held a Settlement Hearing May 8, 2017 to consider any objections to the Settlement that might be raised by settlement class members, to consider plaintiffs’ counsel's application for an award of fees and costs, and to determine whether the Order and Final Judgment as provided under the Stipulation of Settlement should be entered, dismissing the case with prejudice. On May 8, 2017, this Court granted final approval to the settlement of the securities class action brought by Lead Plaintiffs, individually and on behalf of all others similarly situated. On February 9, 2018, the Court authorized distribution of the Net Settlement Fund and approved the proposed modified plan of allocation. On May 16, 2016, a shareholder derivative complaint entitled LiPoChing, Derivatively and on Behalf of AudioEye, Inc., v. Bradley, et al., was filed in the United States District Court for the District of Arizona. As a derivative complaint, the plaintiff-shareholder purported to act on behalf of the Company against the Named Individuals. The Company was named as a nominal defendant. The complaint asserted causes of action including breach of fiduciary duty and others, arising from the Company’s restatement of its financial results for the first three quarters of 2014. The complaint sought, among other relief, compensatory damages, restitution and attorneys’ fees. In October 2016, the Company and Named Defendants filed a motion to dismiss. In response, the Plaintiff voluntarily dismissed the complaint without prejudice. Plaintiff’s counsel subsequently submitted a demand to the Company’s Board of Directors, to investigate the circumstances surrounding restatement of its financial results for the first three quarters of 2014. On June 22, 2018, the matter was resolved to the parties’ satisfaction. The resolution of the matter did not have a material adverse effect on our financial position or results of operations. On July 26, 2016, a shareholder derivative complaint entitled Denese M. Hebert, derivatively on Behalf of Nominal Defendant AudioEye, Inc., v. Bradley, et al., was filed in the State of Arizona Superior Court for Pima County. The complaint generally asserted causes of action related to the Company’s restatement of its financial statements for the first three fiscal quarters of 2014. As a derivative complaint, the plaintiff-shareholder purported to act on behalf of the Company against the Named Individuals. The Company was named as a nominal defendant. The defendants filed a motion to dismiss, which the Court granted on May 8, 2017, while also denying Plaintiff’s request for leave to amend the complaint. As in the above matter, after this matter was dismissed Plaintiff’s counsel subsequently submitted a demand to the Company’s Board of Directors, to investigate the circumstances surrounding restatement of its financial results for the first three quarters of 2014. On June 22, 2018, the matter was resolved to the parties’ satisfaction. The resolution of the matter did not have a material adverse effect on our financial position or results of operations. We may become involved in various other routine disputes and allegations in cidental to our business operations. While it is not possible to determine the ultimate disposition of these matters, our management believes that the resolution of any such matters, should they arise, is not likely to have a material adverse effect on our financial position or results of operations. |
STOCKHOLDERS' EQUITY AND STOCK-
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 11 — STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION On August 1, 2018, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 25 shares of common stock and to reduce the number of authorized common stock from 250,000,000 to 50,000,000. No fractional shares were issued from such aggregation of common stock, upon the reverse split; any fractional share was rounded up and converted to the nearest whole share of common stock. As a result, 186,994,384 shares of the Company’s common stock were exchanged for 7,479,775 shares of the Company's common stock resulting in the transfer of $1,795 from common stock to additional paid in capital. These amendments were approved and filed of record by the Delaware Secretary of State and effective on August 1, 2018. FINRA declared the Company’s 1-for-25 reverse stock split market effective as of August 8, 2018. These financial statements have been retroactively restated to reflect the reverse stock split. Preferred Stock As of December 31, 2018 and 2017, the Company had 105,000 and 110,000 shares of Series A Convertible Preferred Stock, respectively, issued at $10 per share, paying a 5% cumulative annual dividend and convertible for common stock at a price of $4.385 per share, as adjusted for the Company’s reverse stock split. For the year ended December 31, 2018, preferred shareholders earned, but were not paid $53,740 in annual dividends, or equivalent to 12,256 common shares based on a conversion price of $4.385 per share. As of December 31, 2018 and 2017, cumulative and unpaid dividends were $192,740 and $146,918, or equivalent to 43,955 and 33,505 common shares based on a conversion price of $4.385 per share, respectively. On any matter presented to the stockholders of the Company, holders of Preferred Stock are entitled to cast the number of votes equal to the number of shares of Common Stock into which the shares of Preferred Stock are convertible as of the record date to vote on such matter. As long as any shares of Preferred Stock are outstanding, the Company has certain restrictions on share repurchases or amendments to the Certificate of Incorporation in a manner that adversely affects any rights of the Preferred Stock holders. In addition, the Preferred stock holders have a liquidation preference, which Preferred Stock would be valued at $10 per share plus accrued cumulative annual dividend. At December 31, 2018, the liquidation preference was valued at $1,242,740. In the event of any liquidity event, holders of each share of Preferred Stock shall be entitled to be paid out of the assets of the Company legally available before any sums shall be paid to holders of Common Stock. Common Stock As of December 31, 2018 and 2017, the Company had 7,579,995 and 6,467,066 shares of common stock issued and outstanding, respectively. During the year ended December 31, 2017, the Company issued 6,667 shares of its common stock in payment for consulting services at a fair value of $25,001. During the year ended December 31, 2017, the Company issued 793,317 shares of its common stock upon the cashless exercise of outstanding warrants to purchase 854,133 shares of common stock. During the year ended December 31, 2017, the Company issued an aggregate of 120,000 shares of its common stock of the Company for the exercise of warrants, for proceeds of $210,000. During the year ended December 31, 2017, the Company sold an aggregate of 442,857 shares of its common stock of the Company for net proceeds of $1,550,000 or $3.50 per share. In October 2017, the Company issued 128,161 shares of its common stock upon conversion of 50,000 shares of Series A Convertible Preferred Stock and accrued dividends. In November 2017, the Company issued an aggregate of 61,212 shares of its common stock of the Company for conversion of notes payable and accrued interest of $102,836. In , the Company issued an aggregate of shares of its common stock of the Company for conversion of notes payable of $ . During the year ended December 31, 2018, the Company issued 5,842 shares of its common stock upon the cashless exercise of outstanding warrants to purchase 127,525 shares of common stock. During the year ended December 31, 2018, the Company issued 3,701 shares of its common stock upon the cashless exercise of outstanding options to purchase 12,173 shares of common stock. In June 2018, the Company issued 13,204 shares of its common stock upon conversion of 5000 shares of Series A Convertible Preferred Stock and accrued dividends. In August 2018, the Company issued 1,000,000 shares of its common stock in exchange for net cash, after expenses, of $5,609,215. In October 2018, the Company issued 60,182 shares of its common stock for conversion of notes payable and accrued interest of $225,687. In December 2018, the Company issued 20,000 shares of its common stock for the exercise of options, for proceeds of $20,500 and 10,000 shares of its common stock for exercise of warrants, for proceeds of $10,250. Options As of December 31, 2018 and 2017, the Company has outstanding options to purchase 997,989 and 1,003,836 shares of common stock, respectively. Weighted Intrinsic Weighted Average Value Number of Average Remaining of Options Exercise Price Term Exercisable Options Outstanding at December 31, 2016 1,029,262 $ 5.00 3.34 603,655 $ 1,161,244 Granted 58,000 4.00 5.00 - Forfeited/Expired (83,426 ) 8.50 Outstanding at December 31, 2017 1,003,836 $ 4.69 2.64 891,087 $ 1,356,188 Granted 73,440 6.32 5.00 - Exercised (32,173 ) 2.15 Forfeited/Expired (47,114 ) 9.31 - Outstanding at December 31, 2018 997,989 $ 4.67 2.14 925,545 $ 4,705,220 On January 17, 2017, the Company granted 4,000 options, which vest 50% after one year and 2.08% every month thereafter, have an exercise price of $3.975, and expire on January 17, 2022. The value on the grant date of the options was $11,119. On March 10, 2017, the Company granted 4,000 options, which vest 50% after one year and 2.08% every month thereafter, have an exercise price of $3.625, and expire on March 10, 2022. The value on the grant date of the options was $12,541. On July 10, 2017, the Company granted 50,000 employee options (including 40,000 of which to a board director) with an exercise price of $4.15 per share and expiration date five years from the date of grant, of which 40,000 options vested immediately and 10,000 options vest 50% after approximately nine months, with an additional 4.17% vesting every month thereafter. Option grants during the year ended December 31, 2017 were valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 2.50 to 3.50 years, expected volatility of 169.46% to 175.56 Effective December 31, 2017, 220,000 expiring performance-based options granted in 2016 were modified to 100% vested immediately. Previously recognized performance-based stock-based compensation in 2016 and 2017 of $58,830 was reversed at December 31, 2017 and the estimated fair value of the modified options of $737,825 was charged to operations. Significant assumptions used in the valuation include expected term of 1.52 years, expected volatility of 163.87%, risk free interest rate of 1.76%, and expected dividend yield of 0%. On March 9, 2018, the Company granted an aggregate of 60,390 options to employees as compensation for services rendered. The options are exercisable at $6.45 per share for five years with (i) 37,890 options vesting 50% over the first year on the first day of each month beginning January 1, 2018 through December 1, 2018, 25% vesting over the year on the first day of each month from January 1, 2019 through December 1, 2019 and 25% vesting over the year on the first day of each month beginning January 1, 2020 through December 1, 2020; (ii) 12,500 options vesting 50% on January 1, 2018, 50% vesting over the year on each month beginning on January 1, 2019 for 24 months; and (iii) 10,000 options fully vesting on January 1, 2018. The exercise price was determined using the 10-day average closing price beginning with the closing price on January 9, 2018. The value on the grant date of the options was $298,914. On April 12, 2018, the Company granted 6,000 options to purchase the Company’s common stock for services rendered at an exercise price of $6.20 per share for five years with 2,000 options vesting immediately and 1,000 options vesting every 90 days thereafter. The exercise price was determined using the 10-day average closing price beginning with the closing price on March 12, 2018. The value on the grant date of the options was $29,694. On May 31, 2018, the Company granted an aggregate of 7,050 options to employees as compensation for services rendered. The options are exercisable at $5.30 per share for five years with 50% of options vesting upon one-year employee anniversary and 50% vesting at a rate of 1/24 per month thereafter. The exercise price was determined using the 10-day average closing price beginning with the closing price on May 16, 2018. The value on the grant date of the options was $33,130. Option grants during the year ended December 31, 2018 were valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 2.50 to 3.50 years, expected volatility of 160.87% to 163.85%, risk free interest rate of 2.45% to 2.65%, and expected dividend yield of 0%. For the year ended December 31, 2018 and 2017, total stock compensation expense related to the options totaled $342,384 and $1,236,863, respectively. The outstanding unamortized stock compensation expense related to options was $111,027 (which will be recognized through December 2020) as of December 31, 2018. Warrants Below is a table summarizing the Company’s outstanding warrants activity for the two years ended December 31, 2018. The Company had outstanding warrants to purchase 1,781,715 and 1,919,906 shares of the Company’s common stock as of December 31, 2018 and 2017, respectively: Weighted Intrinsic Weighted Average Value Number of Average Remaining of Warrants Exercise Price Term Warrants Outstanding at December 31, 2016 2,537,335 $ 3.75 3.55 $ 3,662,610 Granted 366,600 2.50 4.89 - Exercised (974,133 ) 0.75 Forfeited (9,896 ) 12.25 - Outstanding at December 31, 2017 1,919,906 $ 4.84 2.61 $ 1,656,083 Granted 303,234 5.14 2.64 — Exercised (137,525 ) 5.87 Forfeited/Expired (303,900 ) 8.43 — Outstanding at December 31, 2018 1,781,715 $ 4.20 2.23 $ 8,930,058 In January 2017, the Company issued 1,600 warrants with an exercise price of $ 6.25 6.25 In January 2017, in exchange for services rendered, the Company issued 10,000 warrants to purchase shares of the Company’s common stock with an exercise price of $3.00 per share that vested immediately. The fair value on the grant date of the warrants was $29,433. In April 2017, the Company issued 20,000 warrants with an exercise price of $2.50 in connection with issuance of a convertible note. The five-year warrants also contain a provision that the warrant exercise price will automatically be adjusted for any common stock equity issuances at less than $2.50 per share. (Note 8) In October 2017, in exchange for services rendered, the Company issued 10,000 warrants to purchase shares of the Company’s common stock with an exercise price of $4.475 per share that vested immediately. The fair value on the grant date of the warrants was $33,785. In October and November 2017, the Company issued an aggregate of 325,000 warrants with an exercise price of $2.50 in connection with issuance of convertible notes. (Note 8) The warrant grants for services during the year ended December 31, 2017 were valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 3.0 years, expected volatility of 175.64%, risk free interest rate of 1.48%, and expected dividend yield of 0%. On April 17, 2018, the Company granted 127,525 warrants for services rendered. The warrants are exercisable at $6.25 per share through May 16, 2018. The fair value of the warrants of $109,207 was charged to current operations. On August 23, 2018, the Company granted 85,719 warrants in connection with the 2017 sale of the Company’s common stock. The warrants are exercisable at $6.25 through September 29, 2022. In September 2018 and October 2018, the Company issued an aggregate of 89,990 warrants in connection with the issuance of convertible notes payable. The warrants are exercisable at $2.50 through five years from the date of issuance. The aggregate fair value of the warrants (up to the net note proceeds) was charged as a debt discount against the convertible notes. Warrants issued during the year ended December 31, 2018 were valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 0.08 to 5.0 years, expected volatility of 159.77% to 162.35%, risk free interest rate of 1.68% to 2.96%, and expected dividend yield of 0%. For the year ended December 31, 2018 and 2017, the Company has incurred warrant-based expense of $110,600 and $109,509, respectively. There was no outstanding unamortized stock compensation expense related to warrants as of December 31, 2018. Restricted Stock Units (“RSU”) The following table summarizes the restricted stock activity for the two years ended December 31, 2018: Restricted shares issued as of January 1, 2017 50,105 Granted 106,235 Total Restricted Shares Issued at December 31, 2017 156,340 Granted 92,174 Forfeited/Cancelled (26,000 ) Total Restricted Shares Issued at December 31, 2018 222,514 Vested at December 31, 2018 188,008 Unvested restricted shares as of December 31, 2018 34,506 On August 10, 2017, the Company amended 16,092 RSUs granted on February 23, 2017 for accrued and unpaid compensation for the period from December 1, 2016 through March 31, 2017 in the amount of $66,379. The RSUs as amended, vest upon the earlier of (i) on July 1, 2017 provided that service is not terminated and (ii) and the date of a meeting of the stockholders of the Company at which the director, being willing and available to serve as a director, is nominated for election but is not reelected by the stockholders. The settlement date for such RSUs, as amended, is the earlier of (i) July 1, 2024 or (ii) the date on which the Company undergoes a change of control. On August 10, 2017, the Company amended 10,543 RSUs granted June 22, 2017 for accrued and unpaid compensation for the period from April 1, 2017 through June 30, 2017 in the amount of $43,486. The RSUs, as amended, vest upon the earlier of (i) on July 1, 2017 provided that service is not terminated and (ii) and the date of a meeting of the stockholders of the Company at which the director, being willing and available to serve as a director, is nominated for election but is not reelected by the stockholders. The settlement date for such RSUs, as amended, is the earlier of (i) July 1, 2024 or (ii) date on which the Company undergoes a change of control during the seven-year term of the award. In connection with the issuance of the above described RSUs as payment for accrued compensation, the Company reclassified to equity the settled aggregate salary accrual of $102,083 and recorded addition compensation costs of $7,782 during the year ended December 31, 2017. Out of the total settled accrued salary of $102,083 during year ended December 31, 2017, $14,583 was for the compensation accrued as of December 31, 2016 and $87,500 was for compensation expense earned during the year ended December 31, 2017. Due to the August 10, 2017 modification to the 24,104 RSU’s granted in 2016, the Company recorded an incremental expense of $26,515 in current period. On June 22, 2017, the Company following consideration of the report prepared by Farient Advisors LLC granted 26,600 RSUs for services provided by a board member. The RSUs vest upon the earlier of (i) on July 1, 2018 provided that service is not terminated and (ii) and the date of a meeting of the stockholders of the Company at which the director, being willing and available to serve as a director, is nominated for election but is not reelected by the stockholders. The settlement date for such RSUs is (i) July 1, 2024 or (ii) the date on which the Company undergoes a change of control during the seven-year term of the award. On August 10, 2017, the Company following consideration of the report prepared by Farient Advisors LLC granted 16,600 RSUs to each of Alexandre Zyngier, Ernest Purcell and Anthony Coelho for their continued service on the Board of Directors and 1,600 RSUs to each Alexandre Zyngier and Ernest Purcell for their continued service as the chairs of committees of the Board of Directors (for an aggregate grant of 53,000 RSUs). Such RSUs vest upon the first to occur of the following: (i) April 30, 2018 provided that the director’s service with the Company has not terminated prior to such date and (ii) the date of a meeting of the stockholders of the Company at which the director, being willing and available to serve as a director, is nominated for election but is not reelected by the stockholders. The settlement date for such RSUs is the earlier of (i) April 30, 2024 or (ii) the date on which the Company undergoes a change of control. On August 10, 2017, the Company amended the terms of an aggregate of 26,000 RSUs previously granted in 2016. The vesting terms were amended from conditional based on a change of control to vesting as of July 1, 2017. The settlement date for such RSUs, as amended, in the earlier of (i) July 1, 2024 or (ii) the date on which the Company undergoes a change of control. The Company recorded the fair value of the previously issued RSUs of $107,250 as a charge to current period operations. These RSUs were subsequently cancelled . On March 27, 2018, the Company granted 38,334 RSUs for services provided. 20,000 of such RSUs began vesting May 1, 2018 and will vest each calendar month at a rate of 1,667 RSUs per month, whereby the RSUs would vest provided that services are not terminated by the Company or the grantee. 18,333 RSU’s vested immediately. The settlement date for such RSUs is (i) April 1, 2025 or (ii) the date on which the Company undergoes a change of control during the seven-year term of the award. As of December 31, 2018, no RSUs have been settled. The fair value of the RSU’s at grant date was $247,250. On December 31, 2018, the Company following consideration of the report prepared by Farient Advisors LLC granted 11,280 RSUs to each of Alexandre Zyngier, Ernest Purcell and Anthony Coelho for their continued service on the Board of Directors and 20,000 RSUs to Dr. Carr Bettis for his continued service as the chair of the Board of Directors (for an aggregate grant of 53,840 RSUs). Such RSUs vest upon the first to occur of the following: (i) April 30, 2019 provided that the director’s service with the Company has not terminated prior to such date and (ii) the date of a meeting of the stockholders of the Company at which the director, being willing and available to serve as a director, is nominated for election but is not reelected by the stockholders. The settlement date for such RSUs is the earlier of (i) April 30, 2025 or (ii) the date on which the Company undergoes a change of control. The fair value of the RSU’s at grant date was $460,332. For the year ended December 31, 2018 and 2017, the Company has incurred RSU-based expense of $372,537 and $418,832, respectively. The outstanding unamortized stock compensation expense related to RSUs was $488,223 (which will be recognized through April 2019) as of December 31, 2018. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 12 — INCOME TAXES The Company accounts for income taxes under ASC 740, “Income Taxes”. Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the ultimate realization of a deferred tax is uncertain. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: Deferred tax assets: 2018 2017 Net operating loss carry forwards $ 5,329,518 $ 5,014,461 Less valuation allowance (5,329,518 ) (5,014,461 ) Net deferred tax asset $ - $ - At this time, the Company is unable to determine if it will be able to benefit from its deferred tax asset. There are limitations on the utilization of net operating loss carry forwards, including a requirement that losses be offset against future taxable income, if any. In addition, there are limitations imposed by certain transactions, which are deemed to be ownership changes. Accordingly, a valuation allowance has been established for the entire deferred tax asset. The approximate net operating loss carry forward was $25,378,656 and $23,878,387 as of December 31, 2018 and 2017, respectively and will start to expire in 2031. The Company’s tax return for the years 2015, 2016 and 2017 are open to IRS inspection. On December 22, 2017, the Tax Act was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21%, effective for tax years beginning after December 31, 2017, and the transition of U.S international taxation from a worldwide tax system to a territorial system. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Act, we revalued our ending net deferred tax assets at December 31, 2017, which were fully offset by a valuation allowance. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 13 — SUBSEQUENT EVENTS In January 2019, the Company issued 20,000 shares of its common stock of the Company for the exercise of options, for proceeds of $19,000. In January and February 2019, the Company issued 10,000 and 1,395 shares of its common stock, respectively, upon the exercise of outstanding warrants to purchase an aggregate of 11,395 shares of common stock, for aggregate proceeds of $23,450. In January and February 2019, the Company issued an aggregate of 11,837 shares of its common stock upon the cashless exercise of outstanding options and outstanding warrants to purchase 17,733 shares of common stock. On February 7, 2019, the Company granted an aggregate of 28,700 incentive stock options to employees newly hired since June 4, 2018. The options to purchase shares of common stock are exercisable at $10.55 for five years with options vesting 50% at the vesting commencement date, subject to the employee’s continuous service on the first anniversary of their date of hire (vesting commencement dates range from June 4, 2019 through January 25, 2020), and 50% vesting in eight equal quarterly installments to vest on the first day of each calendar quarter following the vesting commencement date and installments continuing for the first day of each of the seven calendar quarters thereafter. The exercise price was determined using the closing price of the Company’s common stock on February 7, 2019. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. The Company has a fiscal year ending on December 31. Certain prior period amounts have been reclassified to conform to current period classification. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Empire Technologies, LLC (“Empire”). All significant inter-company accounts and transactions have been eliminated. During the years ended December 31, 2018 and 2017, Empire had no activity. Empire had no assets or liabilities as of December 31, 2018 and 2017. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue is recognized when delivery of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following five steps: Identify the contract with the customer; Identify the performance obligations in the contract; Determine the transaction price; Allocate the transaction price to the performance obligations in the contract; and Recognize revenue when, or as, the performance obligations are satisfied. Certain Software as a Service (“SaaS”) invoices are prepared on an annual basis. Any funds received for services not provided yet are held in deferred revenue and are recorded as revenue when earned. Subscription revenue is recognized on a ratable basis over the contractual subscription term of the arrangement beginning on the date that our service is made available to the customer. Payments received in advance of services being rendered are recorded as deferred revenue. Any funds received for services not provided yet are held in deferred revenue and are recorded as revenue when earned. We generate substantially all our revenue from subscription services, which are comprised of subscription fees from customer accounts on the Ally Platform. The following table presents our revenues disaggregated by type of good or service and sales channel: Year ended December 31, 2018 2017 Subscription revenue and support – Direct $ 4,315,168 $ 2,543,947 Subscription revenue and support – Indirect (Strategic partners) 1,345,259 195,492 Total revenues $ 5,660,427 $ 2,739,439 There were significant changes in contract liabilities balances during the year ended December 31, 2018. The table below summarizes the activity within the deferred revenue accounts, during the year ended December 31, 2018: December 31, Cash Revenue December 31, 2017 received recognized 2018 Deferred revenue $ 1,233,754 $ 5,969,417 $ 4,174,384 $ 3,028,787 As of December 31, 2018, $ 2,626,712 402,075 At December 31, 2018, the Company had one customer representing 22% of the outstanding accounts receivable. At December 31, 2017, the Company had five customers representing 18%, 14%, 14%, 13% and 10% (an aggregate of approximately 69%) of the outstanding accounts receivable. The Company had one major customer including their affiliates which generated approximately 11.8 % of its revenue in the year ended December 31, 2018 . The Company had two major customers including their affiliates which generated approximately 28.4 % ( 18.0 % and 10.4 %) of its revenue in the year ended December 31, 2017 . Effective January 1, 2018 , the Company adopted ASU 2014 - 09 , Revenue from Contracts with Customers (Topic 606) , which supersedes the revenue recognition requirements in Topic 605 , Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The Company adopted the standard using the modified retrospective approach effective January 1 , 2018 . The Company applied Topic 606 using the following practical expedients: ● The measurement of the transaction price excludes all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer; ● The new revenue guidance has been applied to portfolios of contracts with similar characteristics; ● The modified retrospective approach has been applied only to contracts that are not completed contracts at the date of initial adoption; ● The value of unsatisfied performance obligations for contracts with an original expected length of one year or less has not been disclosed; and ● the costs of obtaining contracts with customers are expensed when the amortization period would have been one year or less. The most significant impact of the standard relates to capitalizing costs to acquire contracts, which have historically been expensed as incurred. As of December 31, 2017, the Company’s sales commission plans have included multiple payments, including initial payments in the period a customer contract is obtained and deferred payments over the life of the contract as future payments are collected from the customers. Under the standard, only the initial payment is subject to capitalization as the deferred payments require a substantive performance condition of the employee. These initial commission payments are now capitalized in the period a customer contract is obtained and payment is received; and will be amortized consistent with the transfer of the goods or services to the customer over the expected period of benefit. The expected period of benefit is the contract term, except when the commission payment is expected to provide economic benefit to the Company for a period longer than the contract term, such as for new customer or incremental sales where renewals are expected, and renewal commissions are not commensurate with initial commissions. Such commissions are amortized over the greater of contract term or technological obsolescence period when the underlying contracted products are technology-based, such as for the SaaS-based platforms, or the expected customer relationship period when the underlying contracted products are not technology-based, such as for patient experience survey products. Upon adoption of Topic 606, the Company reclassified $80,153 from equity previously expensed commissions to deferred costs effective January 1, 2018. See Note 6 below for a summary of activity in the deferred costs account during the year ended December 31, 2018. Effects of adoption of ASU 2014-09 are as follows: At January 1, 2018: Prior to adoption of ASU 2014-09 Subsequent to adoption of ASU 2014-09 Change Accumulated deficit $ (39,425,900 ) $ (39,345,747 ) $ (80,153 ) Deferred commission costs $ - $ 80,153 $ 80,153 |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Research, Development, and Computer Software, Policy [Policy Text Block] | Capitalization of Software Development Costs In accordance with ASC 350-40, the Company capitalizes certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed, and it is probable that the software will be used as intended. Capitalized software costs include only (i) external direct costs of materials and services utilized in developing or obtaining computer software, (ii) compensation and related benefits for employees who are directly associated with the software project and (iii) any interest costs incurred while developing internal-use computer software. Capitalized software costs are included in intangible assets on our balance sheet and amortized on a straight-line basis when placed into service over the estimated useful lives of the software (see Note 5). |
Research and Development Expense, Policy [Policy Text Block] | Research and Technology Expenses Research and technology expenses are expensed in the period costs are incurred. For the year ended December 31, 2018 and 2017, research and technology expenses totaled $194,429 and $181,303 respectively. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers cash in savings accounts to be cash equivalents. The Company considers any short-term, highly liquid investments with maturities of three months or less as cash and cash equivalents. |
Receivables, Policy [Policy Text Block] | Allowance for Doubtful Accounts The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of the Company’s customers. The Company does not generally require collateral for its accounts receivable. During the years ended December 31, 2018 and 2017, the Company incurred $-0- and $3,202 as bad debt expense. There was an allowance for doubtful accounts of $-0- as of December 31, 2018 and 2017. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repairs and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of the Company’s property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 5 to 7 years. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill, Intangible Assets, and Long-Lived Assets Goodwill is carried at cost and is not amortized. The Company tests goodwill for impairment on an annual basis at the end of each fiscal year, relying on a number of factors including operating results, business plans, economic projections, anticipated future cash flows and marketplace data. Company management uses its judgment in assessing whether goodwill has become impaired between annual impairment tests according to specifications set forth in ASC 350. The Company completed an evaluation of goodwill at December 31, 2018 and 2017 and determined that there was no impairment. The fair value of the Company’s reporting unit is dependent upon the Company’s estimate of future cash flows and other factors. The Company’s estimates of future cash flows include assumptions concerning future operating performance and economic conditions and may differ from actual future cash flows. Estimated future cash flows are adjusted by an appropriate discount rate derived from the Company’s market capitalization plus a suitable control premium at date of the evaluation. The financial and credit market volatility directly impacts the Company’s fair value measurement through the Company’s weighted average cost of capital that the Company uses to determine its discount rate and through the Company’s stock price that the Company uses to determine its market capitalization. Therefore, changes in the stock price may also affect the amount of impairment recorded. The Company recognizes an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their useful lives. Impairment losses are recognized if the carrying amount of an intangible asset subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The Company reviews its long-lived assets, including property and equipment, identifiable intangibles, and goodwill annually or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows will be less than the carrying amount of the assets. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Long-lived assets were evaluated for impairment and no impairment losses were incurred during the years ended December 31, 2018 and 2017, respectively. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. |
Income Tax, Policy [Policy Text Block] | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (loss) per Share Basic earnings (loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. “Diluted earnings per share” reflects the potential dilution that could occur if our share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of our share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation. The dilutive effect of our convertible preferred stock and convertible debentures is computed using the if-converted method, which assumes conversion at the beginning of the year. Potentially dilutive securities excluded from the computation of basic and diluted net earnings (loss) per share for the year ended December 31, 2018 and 2017 are as follows: 2018 2017 Preferred stock on a converted basis 283,407 284,360 Options to purchase common stock 997,989 1,003,836 Warrants to purchase common stock 1,781,715 1,919,906 Restricted stock units 222,514 156,340 Totals 3,285,625 3,364,442 |
Derivatives, Policy [Policy Text Block] | Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2018 and 2017, the Company did not have any derivative instruments that were designated as hedges. In 2017 and prior and in accordance with ASC 815, certain warrants with anti-dilutive provisions were deemed to be derivatives. The value of the derivative instrument will fluctuate with the price of the Company’s common stock and is recorded as a current liability on the Company’s Consolidated Balance Sheet. The change in the value of the liability is recorded as “unrealized gain (loss) on derivative liability” on the Consolidated Statements of Operations. Effective January 1, 2018, the Company adopted ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. On January 1, 2018, the Company adopted ASU 2017-11 by electing the modified retrospective method to the outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the fiscal year. Accordingly, the Company reclassified the fair value of the reset provisions embedded in previously issued warrants from liability to equity (accumulated deficit) in aggregate of $2,984,010. Effects of adoption of ASU 2017-11 modified retrospective are as follows: At January 1, 2018: Prior to adoption of ASU 2014-09 Subsequent to adoption of ASU 2014-09 Change Derivative liabilities $ 2,984,010 $ - $ (2,984,010 ) Additional paid in capital 40,120,293 40,881,783 761,490 Accumulated deficit $ (39,425,900 ) $ (37,203,380 ) $ 2,222,520 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments The carrying amount of the Company’s financial instruments, consisting of cash equivalents, short-term investments, account and notes receivable, accounts and notes payable, short-term borrowings and certain other liabilities, approximate their fair value due to their relatively short maturities. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements Fair value is an estimate of the exit price, representing the amount that would be received to upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction cost. Fair value measurement under generally accepted accounting principles provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Level 3: Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities. In October and November 2015 and April 2017, the Company issued warrants with an exercise price of $2.50 in connection with convertible debt instruments. The five-year warrants also contain a provision that the warrant exercise price will automatically be adjusted for any common stock equity issuances at less than $2.50 per share. The Company determined that the warrants were not afforded equity classification because the warrants are not considered to be indexed to the Company’s own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value. The Company estimated the fair value of these derivative warrants at initial issuance and again at each balance sheet date. The changes in fair value are recognized in earnings in the Consolidated Statements of Operations under the caption “unrealized gain/(loss) – derivative liability” until such time as the derivative warrants are exercised or expire. The Company used the Black-Scholes Option Pricing model to estimate the fair value as of the dates of issuance, the price of the Company stock ranged $0.775 to $4.675, volatility was estimated to be 102% to 172%, the risk-free rate ranged 1.14% to 1.79% and the remaining term was 5 years. In 2016 and 2017, the Company issued warrants with an exercise price of $6.25 in connection with the sale of the Company’s common stock. The five-year warrants also contain a provision that the warrant exercise price will automatically be adjusted for any common stock equity issuances at less than $6.25 per share. The Company determined that the warrants were not afforded equity classification because the warrants are not considered to be indexed to the Company’s own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value. The Company estimated the fair value of these derivative warrants at initial issuance and again at each balance sheet date. The changes in fair value are recognized in earnings in the Consolidated Statements of Operations under the caption “unrealized gain/ (loss) – derivative liability” until such time as the derivative warrants are exercised or expire. The Company used the Black-Scholes Option Pricing model to estimate the fair value and as of the dates of issuance, the price of the Company stock ranged $3.80 to $4.875, volatility was estimated to be from 169% to 178%, the risk-free rate ranged 1.22% to 1.87% and the remaining term was 5 years. The estimated initial fair value of these warrants of $6,062 during 2017 was reclassified from equity to liability at the date of issuance. On May 2, 2017, a warrant holder exercised a warrant to acquire 40,000 shares of the Company’s common stock under a cashless provision. The Company used the Black-Scholes Option Pricing model to estimate the fair value and as of the date of exercise, the price of the Company stock was $5.00, volatility was estimated at 171%, the risk-free rate of 1.45% and the remaining term was 3.4 years. The estimated fair value of the warrant of $184,569 was reclassified from liability to equity at the date of exercise. In October and November 2017, the Company offered, as an inducement to exercise, to reduce the exercise price of previously issued warrants from $2.50 per share to $1.75 per share. The Company used the Black-Scholes Option Pricing model to estimate the change in fair value and the dates of exercise, the price of the Company’s common stock was $3.475 to $3.8725, volatility estimated from 165% to 166%, risk free rate from 1.60% to 1.99% and remaining term from 2.94 to 4.42 years. The estimated fair value of the change in warrant fair value of $13,262 was charged to current period interest expense. The estimated fair value of the warrants at the dates of exercise of $574,342 was reclassified from liability to equity at the date of exercise(s). In connection with the offering, the exercise price of an aggregate of 71,680 previously issued warrants with anti-dilutive provisions were reset from $6.25 to $1.75 per share At December 31, 2017, the price of the Company stock was $3.8725, volatility was estimated to be 163.9%, the risk-free rate from 1.98% to 2.20% and the remaining term ranged from 2.77 to 4.03 years. As of December 31, 2017, the fair value of the warrants was determined to be $2,984,010, resulting in an unrealized loss on the change in the fair value of this derivative liability of $155,027 for the year ended December 31, 2017. Effective January 1, 2018, the Company adopted ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). See discussion above. The following are the Company’s assets and liabilities, measured at fair value on a recurring basis, as of December 31, 2018 and 2017: Fair Value Fair Value Hierarchy Assets Marketable securities, December 31, 2018 $ 510 Level 1 Marketable securities, December 31, 2017 $ 750 Level 1 Liabilities Derivative liabilities, December 31, 2018 $ - Level 3 Derivative liabilities, December 31, 2017 $ 2,984,010 Level 3 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard will have a material effect on the Company’s financial statements. The most significant effects of adoption relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; and (2) providing significant new disclosures about its leasing activities. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company will elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Beginning in 2019, the Company expects changes to its disclosed lease recognition policies and practices, as well as to other related financial statement disclosures due to the adoption of this standard. These revised disclosures will be made in the Company’s first quarterly report in 2019. In June 2018, the FASB issued ASU 2018-07, regarding ASC Topic 718 Compensation - Stock Compensation , which largely aligns the accounting for share-based compensation for non-employees with employees. The guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted. We do not expect the adoption of this standard to have a material effect on our consolidated financial statements. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table presents our revenues disaggregated by type of good or service and sales channel: Year ended December 31, 2018 2017 Subscription revenue and support – Direct $ 4,315,168 $ 2,543,947 Subscription revenue and support – Indirect (Strategic partners) 1,345,259 195,492 Total revenues $ 5,660,427 $ 2,739,439 |
Deferred Revenue, by Arrangement, Disclosure [Table Text Block] | There were significant changes in contract liabilities balances during the year ended December 31, 2018. The table below summarizes the activity within the deferred revenue accounts, during the year ended December 31, 2018: December 31, Cash Revenue December 31, 2017 received recognized 2018 Deferred revenue $ 1,233,754 $ 5,969,417 $ 4,174,384 $ 3,028,787 |
Revenue, Initial Application Period Cumulative Effect Transition [Table Text Block] | Effects of adoption of ASU 2014-09 are as follows: At January 1, 2018: Prior to adoption of ASU 2014-09 Subsequent to adoption of ASU 2014-09 Change Accumulated deficit $ (39,425,900 ) $ (39,345,747 ) $ (80,153 ) Deferred commission costs $ - $ 80,153 $ 80,153 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Potentially dilutive securities excluded from the computation of basic and diluted net earnings (loss) per share for the year ended December 31, 2018 and 2017 are as follows: 2018 2017 Preferred stock on a converted basis 283,407 284,360 Options to purchase common stock 997,989 1,003,836 Warrants to purchase common stock 1,781,715 1,919,906 Restricted stock units 222,514 156,340 Totals 3,285,625 3,364,442 |
Schedule of Cumulative Effect Ajustment to Statement of Financial Position [Table Text Block] | Effects of adoption of ASU 2017-11 modified retrospective are as follows: At January 1, 2018: Prior to adoption of ASU 2014-09 Subsequent to adoption of ASU 2014-09 Change Derivative liabilities $ 2,984,010 $ - $ (2,984,010 ) Additional paid in capital 40,120,293 40,881,783 761,490 Accumulated deficit $ (39,425,900 ) $ (37,203,380 ) $ 2,222,520 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following are the Company’s assets and liabilities, measured at fair value on a recurring basis, as of December 31, 2018 and 2017: Fair Value Fair Value Hierarchy Assets Marketable securities, December 31, 2018 $ 510 Level 1 Marketable securities, December 31, 2017 $ 750 Level 1 Liabilities Derivative liabilities, December 31, 2018 $ - Level 3 Derivative liabilities, December 31, 2017 $ 2,984,010 Level 3 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment as of December 31, 2018 and 2017 is summarized as follows: 2018 2017 Computer equipment $ 62,170 $ 63,517 Equipment under capital lease 95,506 - Furniture and fixtures 4,968 3,128 Total 162,644 66,645 Less accumulated depreciation (54,637 ) (31,651 ) Property and equipment, net $ 108,007 $ 34,994 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following: 2018 2017 Patents $ 3,697,709 $ 3,697,709 Capitalized software development 1,410,259 1,005,369 Domain name 10,000 - Accumulated amortization (3,056,564 ) (2,538,615 ) Intangible assets, net $ 2,061,404 $ 2,164,463 |
DEFERRED COSTS (Tables)
DEFERRED COSTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Policy Acquisition Costs Disclosures [Abstract] | |
Deferred Policy Acquisition Costs [Table Text Block] | The table below summarizes the activity within the deferred commission costs account, during the year ended December 31, 2018 : January 1, Commission Commission December 31, 2018 Costs Deferred Amortized 2018 Deferred costs, short term $ 80,153 $ 199,236 $ (103,383 ) $ 176,006 Deferred costs, long term - 93,790 - 93,790 Deferred commission costs $ 80,153 $ 293,026 $ (103,383 ) $ 269,796 |
CAPITAL LEASES (Tables)
CAPITAL LEASES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases, Capital [Abstract] | |
Schedule of Capital Lease Obligations [Table Text Block] | 2018 2017 Capital equipment lease dated April 5, 2018 $ 13,056 $ - Capital equipment lease dated May 8, 2018 14,525 - Capital equipment lease dated June 27, 2018 21,701 - Capital equipment lease dated September 18, 2018 15,368 - Capital equipment lease dated September 28, 2018 16,672 Total capital leases payable 81,322 - Less current portion (30,172 ) - Long term portion $ 51,150 $ - |
Schedule of Capital Leased Assets [Table Text Block] | The following summarizes the assets under capital leases: 2018 2017 Classes of property Computer equipment $ 95,506 $ - Less: accumulated depreciation (16,117 ) - $ 79,389 $ - |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | The following summarizes total future minimum lease payments at December 31, 2018: Period ending December 31, 2019 $ 34,729 2020 34,729 2021 18,985 Total minimum lease payments 88,443 Amount representing interest 7,121 Present value of minimum lease payments 81,322 Current portion of capital lease obligations 30,172 Capital lease obligation, less current portion $ 51,150 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The following is a schedule of future minimum lease payments for all non-cancelable operating leases for each of the next four years ending December 31 and thereafter: Year ended December 31, 2019 195,454 2020 147,079 2021 150,386 2022 142,242 Total $ 635,161 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | As of December 31, 2018 and 2017, the Company has outstanding options to purchase 997,989 and 1,003,836 shares of common stock, respectively. Weighted Intrinsic Weighted Average Value Number of Average Remaining of Options Exercise Price Term Exercisable Options Outstanding at December 31, 2016 1,029,262 $ 5.00 3.34 603,655 $ 1,161,244 Granted 58,000 4.00 5.00 - Forfeited/Expired (83,426 ) 8.50 Outstanding at December 31, 2017 1,003,836 $ 4.69 2.64 891,087 $ 1,356,188 Granted 73,440 6.32 5.00 - Exercised (32,173 ) 2.15 Forfeited/Expired (47,114 ) 9.31 - Outstanding at December 31, 2018 997,989 $ 4.67 2.14 925,545 $ 4,705,220 |
Schedule of Other Share-based Compensation, Activity [Table Text Block] | Below is a table summarizing the Company’s outstanding warrants activity for the two years ended December 31, 2018. The Company had outstanding warrants to purchase 1,781,715 and 1,919,906 shares of the Company’s common stock as of December 31, 2018 and 2017, respectively: Weighted Intrinsic Weighted Average Value Number of Average Remaining of Warrants Exercise Price Term Warrants Outstanding at December 31, 2016 2,537,335 $ 3.75 3.55 $ 3,662,610 Granted 366,600 2.50 4.89 - Exercised (974,133 ) 0.75 Forfeited (9,896 ) 12.25 - Outstanding at December 31, 2017 1,919,906 $ 4.84 2.61 $ 1,656,083 Granted 303,234 5.14 2.64 — Exercised (137,525 ) 5.87 Forfeited/Expired (303,900 ) 8.43 — Outstanding at December 31, 2018 1,781,715 $ 4.20 2.23 $ 8,930,058 |
Nonvested Restricted Stock Shares Activity [Table Text Block] | The following table summarizes the restricted stock activity for the two years ended December 31, 2018: Restricted shares issued as of January 1, 2017 50,105 Granted 106,235 Total Restricted Shares Issued at December 31, 2017 156,340 Granted 92,174 Forfeited/Cancelled (26,000 ) Total Restricted Shares Issued at December 31, 2018 222,514 Vested at December 31, 2018 188,008 Unvested restricted shares as of December 31, 2018 34,506 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets: 2018 2017 Net operating loss carry forwards $ 5,329,518 $ 5,014,461 Less valuation allowance (5,329,518 ) (5,014,461 ) Net deferred tax asset $ - $ - |
ORGANIZATION (Details Textual)
ORGANIZATION (Details Textual) - USD ($) | Aug. 14, 2018 | Aug. 31, 2018 | Aug. 01, 2018 | Aug. 01, 2018 | Oct. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | 428,571 | |||||
Shares Issued, Price Per Share | $ 6.25 | $ 1.025 | |||||
Proceeds from Issuance of Common Stock | $ 5,609,215 | $ 5,609,215 | $ 1,550,000 | ||||
Payments of Stock Issuance Costs | $ 640,785 | ||||||
Stockholders' Equity Note, Stock Split | 1 share for every 25 shares | 1 share for every 25 shares | |||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||
Conversion of Stock, Shares Converted | 186,994,384 | 186,994,384 | |||||
Conversion of Stock, Shares Issued | 7,479,775 | 7,479,775 | |||||
Previously Reported [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | |||||||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
MANAGEMENT'S LIQUIDITY PLANS (D
MANAGEMENT'S LIQUIDITY PLANS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2018 | Sep. 30, 2018 | Aug. 31, 2018 | Oct. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Going Concern And Management Liquidity Plans [Line Items] | ||||||
Working Capital Deficit | $ 3,370,983 | |||||
Cash | 5,741,549 | $ 1,960,430 | ||||
Net Cash Provided by (Used in) Operating Activities | $ (1,643,854) | (1,622,719) | ||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | 428,571 | ||||
Payments of Stock Issuance Costs | $ 640,785 | |||||
Shares Issued, Price Per Share | $ 6.25 | $ 1.025 | ||||
Proceeds from Issuance of Common Stock | $ 5,609,215 | $ 5,609,215 | $ 1,550,000 | |||
Payments of Costs Related to Common Stock Subscriptions | $ 124,975 | |||||
Convertible Notes Payable [Member] | ||||||
Going Concern And Management Liquidity Plans [Line Items] | ||||||
Net Cash Provided by (Used in) Operating Activities | $ 1,643,854 | |||||
Shares Issued, Price Per Share | $ 6.25 | |||||
Proceeds from Common Stock Subscriptions | $ 100,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Subscription revenue and support – Direct | $ 4,315,168 | $ 2,543,947 |
Subscription revenue and support – Indirect (Strategic partners) | 1,345,259 | 195,492 |
Total revenues | $ 5,660,427 | $ 2,739,439 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Deferred revenue | $ 1,233,754 |
Cash received | 5,969,417 |
Revenue recognized | 4,174,384 |
Deferred revenue | $ 3,028,787 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accumulated deficit | $ (42,143,101) | $ (39,425,900) |
Accounting Standards Update 2014-09 [Member] | ||
Accumulated deficit | (39,345,747) | |
Deferred commission cost | 80,153 | $ 0 |
Accounting Standards Update 2014-09 [Member] | Previously Reported [Member] | ||
Accumulated deficit | (39,425,900) | |
Deferred commission cost | 0 | |
Accounting Standards Update 2014-09 [Member] | Restatement Adjustment [Member] | ||
Accumulated deficit | (80,153) | |
Deferred commission cost | $ 80,153 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details 3) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,285,625 | 3,364,442 |
Antidilutive Securities Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 283,407 | 284,360 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 997,989 | 1,003,836 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,781,715 | 1,919,906 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 222,514 | 156,340 |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative liabilities | $ 0 | $ 2,984,010 |
Additional paid in capital | 48,017,926 | 40,121,845 |
Accumulated deficit | (42,143,101) | $ (39,425,900) |
Accounting Standards Update 2017-11 [Member] | ||
Derivative liabilities | 0 | |
Additional paid in capital | 40,881,783 | |
Accumulated deficit | (37,203,380) | |
Accounting Standards Update 2017-11 [Member] | Previously Reported [Member] | ||
Derivative liabilities | 2,984,010 | |
Additional paid in capital | 40,120,293 | |
Accumulated deficit | (39,425,900) | |
Accounting Standards Update 2017-11 [Member] | Restatement Adjustment [Member] | ||
Derivative liabilities | (2,984,010) | |
Additional paid in capital | 761,490 | |
Accumulated deficit | $ 2,222,520 |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES (Details 5) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in related party | $ 510 | $ 750 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in related party | 510 | 750 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | $ 0 | $ 2,984,010 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | May 02, 2017USD ($)$ / sharesshares | Oct. 09, 2015 | Nov. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Aug. 23, 2018$ / sharesshares | Oct. 31, 2017$ / shares | Oct. 11, 2017 | Apr. 30, 2017$ / shares | Jan. 31, 2017$ / shares | Nov. 30, 2015$ / shares |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Concentration Risk, Percentage | 69.00% | ||||||||||
Research and Development Expense, Total | $ 194,429 | $ 181,303 | |||||||||
Provision for Doubtful Accounts | 0 | 3,202 | |||||||||
Allowance for Doubtful Accounts Receivable | $ 0 | $ 0 | |||||||||
Reclassify Fair Value Of Liability Warrant Equity Upon Exercise | $ 574,342 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.75 | $ 6.25 | $ 6.25 | $ 2.50 | |||||||
Share Price | $ / shares | $ 5 | $ 3.8725 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||||||
Payments to Acquire Businesses and Interest in Affiliates | $ 2,984,010 | ||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Change in Unrealized Gain (Loss) | 155,027 | ||||||||||
Fair Value Adjustment of Warrants | $ 13,262 | $ 0 | $ 13,262 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 40,000 | 325,000 | 1,919,906 | 85,719 | |||||||
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity | $ 184,569 | 0 | $ 6,062 | ||||||||
Deferred Revenue, Current | 2,626,712 | $ 1,233,754 | |||||||||
Deferred Revenue, Noncurrent | 402,075 | ||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | 171 | 163.9 | |||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.45 | ||||||||||
Measurement Input, Expected Term [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Fair Value Assumptions Term | 3 years 4 months 24 days | ||||||||||
Accounting Standards Update 2014-09 [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 80,153 | $ 0 | |||||||||
Accounting Standards Update 2017-11 [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 2,984,010 | 0 | |||||||||
Warrant [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.475 | $ 2.50 | $ 6.25 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||||||
Fair Value Adjustment of Warrants | $ 6,062 | ||||||||||
Maximum [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Property, Plant and Equipment, Useful Life | 7 years | ||||||||||
Share Price | $ / shares | $ 3.8725 | $ 4.675 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 4 years 11 days | ||||||||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | 166.12 | 166.12 | 172 | ||||||||
Fair Value Assumptions | 166.00% | ||||||||||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.99 | 2.20 | 1.99 | 1.79 | |||||||
Maximum [Member] | Measurement Input, Expected Term [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Fair Value Assumptions Term | 4 years 5 months 1 day | ||||||||||
Maximum [Member] | Warrant [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Share Price | $ / shares | $ 4.875 | ||||||||||
Maximum [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | 178 | ||||||||||
Maximum [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.87 | ||||||||||
Minimum [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||||||
Share Price | $ / shares | $ 3.475 | $ 0.775 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 2 years 9 months 7 days | ||||||||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | 165.45 | 165.18 | 102 | ||||||||
Fair Value Assumptions | 165.00% | ||||||||||
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.60 | 1.98 | 1.60 | 1.14 | |||||||
Minimum [Member] | Measurement Input, Expected Term [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Fair Value Assumptions Term | 2 years 11 months 8 days | ||||||||||
Minimum [Member] | Warrant [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Share Price | $ / shares | $ 3.80 | ||||||||||
Minimum [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | 169 | ||||||||||
Minimum [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.22 | ||||||||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Concentration Risk, Percentage | 11.80% | 28.40% | |||||||||
Major Customer Number One [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Concentration Risk, Percentage | 22.00% | ||||||||||
Major Customer Number One [Member] | Accounts Receivable [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Concentration Risk, Percentage | 18.00% | ||||||||||
Major Customer Number One [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Concentration Risk, Percentage | 18.00% | ||||||||||
Major Customer Number Two [Member] | Accounts Receivable [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Concentration Risk, Percentage | 14.00% | ||||||||||
Major Customer Number Two [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Concentration Risk, Percentage | 10.40% | ||||||||||
Major Customer Number Three [Member] | Accounts Receivable [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Concentration Risk, Percentage | 14.00% | ||||||||||
Major Customer Number Four [Member] | Accounts Receivable [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Concentration Risk, Percentage | 13.00% | ||||||||||
Major Customer Number Five [Member] | Accounts Receivable [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Concentration Risk, Percentage | 10.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 162,644 | $ 66,645 |
Less accumulated depreciation | (54,637) | (31,651) |
Property and equipment, net | 108,007 | 34,994 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 62,170 | 63,517 |
Equipment under capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 95,506 | 0 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 4,968 | $ 3,128 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 33,386 | $ 6,173 |
Payments to Acquire Property, Plant, and Equipment | $ 10,893 | 41,167 |
Property, Plant and Equipment, Estimated Useful Lives | 3​​​​​​​ years | |
Property, Plant and Equipment, Gross | $ 162,644 | 66,645 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 54,637 | 31,651 |
Noncash or Part Noncash Acquisition, Fixed Assets Acquired | 95,506 | 0 |
Assets Held under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 95,506 | 0 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 16,117 | $ 0 |
Noncash or Part Noncash Acquisition, Fixed Assets Acquired | $ 95,506 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Intangible Assets | ||
Accumulated amortization | $ (3,056,564) | $ (2,538,615) |
Intangible assets, net | 2,061,404 | 2,164,463 |
Patents [Member] | ||
Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | 3,697,709 | 3,697,709 |
Capitalized software development [Member] | ||
Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | 1,410,259 | 1,005,369 |
Domain Name [Member] | ||
Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | $ 10,000 | $ 0 |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Software Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 517,949 | $ 532,588 |
Amortization of Intangible Assets | 143,317 | 153,430 |
Finite-lived Intangible Assets Acquired | 404,890 | 383,802 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 3,697,709 | 3,697,709 |
Amortization of Intangible Assets | 374,632 | 379,158 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 10,000 | $ 0 |
Finite-lived Intangible Assets Acquired | $ 10,000 |
DEFERRED COSTS (Details)
DEFERRED COSTS (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Deferred costs, short term - Beginning balance | $ 0 |
Deferred costs, long term - Beginning balance | 0 |
Deferred costs, short term - End balance | 176,006 |
Deferred costs, long term - End balance | 93,790 |
Accounting Standards Update 2014-09 [Member] | |
Deferred costs, short term - Beginning balance | 80,153 |
Deferred costs, long term - Beginning balance | 0 |
Deferred commission costs - Beginning balance | 80,153 |
Commission Costs Deferred, short term | 199,236 |
Commission Costs Deferred, long term | 93,790 |
Commission Costs Deferred | 293,026 |
Commission Amortized, Short term | (103,383) |
Commission Amortized, Long term | 0 |
Commission Amortized | (103,383) |
Deferred costs, short term - End balance | 176,006 |
Deferred costs, long term - End balance | 93,790 |
Deferred commission costs - End balance | $ 269,796 |
DEFERRED COSTS (Details Textual
DEFERRED COSTS (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Increase (Decrease) in Deferred Charges | $ 293,026 | $ 0 |
Amortization of Deferred Charges | 103,383 | 0 |
Accounting Standards Update 2014-09 [Member] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 80,153 | $ 0 |
CAPITAL LEASES (Details)
CAPITAL LEASES (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Total capital leases payable | $ 81,322 | $ 0 |
Less current portion | (30,172) | 0 |
Long term portion | 51,150 | 0 |
Capital equipment lease dated April 5, 2018 [Member] | ||
Total capital leases payable | 13,056 | 0 |
Capital equipment lease dated May 8, 2018 [Member] | ||
Total capital leases payable | 14,525 | 0 |
Capital equipment lease dated June 27, 2018 [Member] | ||
Total capital leases payable | 21,701 | 0 |
Capital equipment lease dated September 18, 2018 [Member] | ||
Total capital leases payable | 15,368 | 0 |
Capital equipment lease dated September 28, 2018 [Member] | ||
Total capital leases payable | $ 16,672 |
CAPITAL LEASES (Details 1)
CAPITAL LEASES (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Classes of property | ||
Computer equipment | $ 95,506 | $ 0 |
Less: accumulated depreciation | (16,117) | 0 |
Capital Leases, Balance Sheet, Assets by Major Class, Net | $ 79,389 | $ 0 |
CAPITAL LEASES (Details 2)
CAPITAL LEASES (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
2019 | $ 34,729 | |
2020 | 34,729 | |
2021 | 18,985 | |
Total minimum lease payments | 88,443 | |
Amount representing interest | 7,121 | |
Present value of minimum lease payments | 81,322 | |
Current portion of capital lease obligations | 30,172 | $ 0 |
Capital lease obligation, less current portion | $ 51,150 | $ 0 |
CAPITAL LEASES (Details Textual
CAPITAL LEASES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Capital Leased Assets, Gross | $ 95,506 | $ 0 |
Interest Expense, Lessee, Assets under Capital Lease | $ 2,894 | |
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | |
Repayments of Debt and Capital Lease Obligations | $ 14,184 | $ 23,800 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Textual) | Apr. 11, 2017USD ($)$ / sharesshares | Oct. 31, 2018$ / sharesshares | Oct. 29, 2018USD ($)shares | Dec. 31, 2017shares | Nov. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Oct. 11, 2017$ / shares | Oct. 02, 2018USD ($) | Sep. 30, 2018$ / sharesshares | Aug. 23, 2018$ / sharesshares | May 02, 2017shares | Jan. 31, 2017$ / shares | Nov. 30, 2015$ / shares |
Debt Instrument, Face Amount | $ 50,000 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,919,906 | 325,000 | 1,919,906 | 85,719 | 40,000 | |||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the terms of the October 9, 2015 Note and Warrant Purchase Agreement, if the Company sells equity securities in a single transaction or series of related transactions for cash of at least $1,000,000 (excluding the conversion of the Notes and excluding the shares of common stock to be issued upon exercise of the warrants) on or before the maturity date, all of the unpaid principal on the Note plus accrued interest shall be automatically converted at the closing of the equity financing into a number of shares of the same class or series of equity securities as are issued and sold by the Company in such equity financing (or a class or series of equity securities identical in all respects to and ranking pari passu with the class or series of equity securities issued and sold in such equity financing) as is determined by dividing (i) the principal and accrued and unpaid interest amount of the Notes by (ii) 60% of the price per share at which such equity securities are issued and sold in such equity financing. | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.75 | $ 6.25 | $ 6.25 | $ 2.50 | ||||||||||
Amortization of Debt Discount (Premium) | $ 175,617 | $ 862,500 | ||||||||||||
Fair Value Adjustment of Warrants | $ 13,262 | 0 | 13,262 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 89,944 | |||||||||||||
Proceeds from Convertible Debt | 50,000 | 174,975 | 862,500 | |||||||||||
Interest Expense, Debt | $ 39,944 | $ 812,500 | ||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 13,384 | 31,450 | ||||||||||||
Interest Payable, Current | $ 2,836 | |||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 15,724 | (267,812) | $ (15,724) | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.68 | $ 1.68 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 453,869 | 483,631 | ||||||||||||
Number Of Warrants Excercised | shares | 30,000 | 734,133 | ||||||||||||
Class Of Warrants Or Right Exercisable Term | warrants exercisable for shares of Common Stock at a price of $1.75 per share if exercised during the Discount Period or $2.50 per share if exercised during the term of the warrant following the Discount Period; (ii) provide for certain registration rights for shares of Common Stock issued pursuant to the Original Purchase Agreement, as amended, at any time after 30 days subsequent to the listing of the Common Stock on a national securities exchange; and (iii) amend the Warrants such that they are exercisable for shares of Common Stock at a price of $1.75 per share if exercised during the Discount Period or $0.10 per share if exercised during the term of the warrant following the Discount Period. The Company recognized a charge of $13,262 to current period interest for change in fair value due to the warrant modifications using the Black-Scholes pricing model and the following assumptions: contractual terms of 5 years, a risk-free interest rate of 1.60% to 1.99%, a dividend yield of 0%, and volatility of 165.18% to 166.12%. | |||||||||||||
Debt Instrument Accrued Interest Plus Principal Amount | $ 225,687 | |||||||||||||
Measurement Input, Price Volatility [Member] | ||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 163.9 | 163.9 | 171 | |||||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.45 | |||||||||||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 166.12 | 166.12 | 172 | |||||||||||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 2.20 | 1.99 | 2.20 | 1.99 | 1.79 | |||||||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 165.45 | 165.18 | 102 | |||||||||||
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.98 | 1.60 | 1.98 | 1.60 | 1.14 | |||||||||
Warrant [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.50 | |||||||||||||
Proceeds from Sale of Available-for-sale Securities, Equity | $ 1,000,000 | |||||||||||||
Debt Conversion Total Issued And Outstanding Common Shares Percent | 60.00% | |||||||||||||
Warrants Term | 5 years | 5 years | ||||||||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 2.01 | |||||||||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.83 | |||||||||||||
Note And Warrant Purchase Agreement [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 20,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 812,500 | $ 224,975 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 89,990 | 89,990 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||
Debt Instrument, Maturity Date | Oct. 9, 2018 | |||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 60.00% | 60.00% | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.50 | $ 2.50 | $ 2.50 | |||||||||||
Class of Warrant or Right Expiration Term | 5 years | |||||||||||||
Amortization of Debt Discount (Premium) | $ 175,617 | |||||||||||||
Extinguishment of Debt, Gain (Loss), Per Share, Net of Tax | $ / shares | $ 3.75 | |||||||||||||
Exisiting Note Holders Rights to Purchase Convertible Debt | 50.00% | |||||||||||||
Fair Value Adjustment of Warrants | $ 175,617 | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 60,182 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 60,182 | 61,212 | ||||||||||||
Convertible Notes Payable [Member] | Beneficial Owner [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 50,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Oct. 29, 2018 | Sep. 26, 2018 | Aug. 31, 2018 | Nov. 30, 2017 | Oct. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 23, 2018 | Oct. 11, 2017 | May 02, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Nov. 30, 2015 | |
Due to Related Parties | $ 14,467 | $ 23,535 | |||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 225,687 | $ 865,336 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 325,000 | 1,919,906 | 85,719 | 40,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.75 | $ 6.25 | $ 6.25 | $ 2.50 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.68 | $ 1.68 | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | 428,571 | |||||||||||
Proceeds from Issuance of Common Stock | $ 5,609,215 | $ 5,609,215 | $ 1,550,000 | ||||||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||||||||
Stock Issued During Period Shares Exchange Of Exercise Of Warrants On Cashless Basis | 729,028 | ||||||||||||
Number Of Warrants Excercised | 30,000 | 734,133 | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 13,384 | 31,450 | |||||||||||
Warrant [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.475 | $ 2.50 | $ 6.25 | ||||||||||
Convertible Debt [Member] | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.68 | ||||||||||||
Debt Instrument, Face Amount | $ 762,500 | ||||||||||||
David Moradi [Member] | |||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 762,500 | ||||||||||||
Stock Issued During Period Shares Exchange Of Warrants Exercise | 30,000 | ||||||||||||
Proceeds from Warrant Exercises | $ 52,500 | ||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 453,869 | ||||||||||||
David Moradi [Member] | Warrant [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 305,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.75 | ||||||||||||
Anthon Partners II LLC [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 214,286 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 750,000 | ||||||||||||
Alexandre Zyngier [Member] | Warrant [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.50 | ||||||||||||
Alexandre Zyngier [Member] | Convertible Debt [Member] | |||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 50,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2018USD ($) |
2019 | $ 195,454 |
2020 | 147,079 |
2021 | 150,386 |
2022 | 142,242 |
Total | $ 635,161 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Textual) | Jan. 01, 2019USD ($) | Feb. 01, 2018USD ($)ft² | Aug. 10, 2017 | Sep. 02, 2016USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Feb. 28, 2019ft² | Oct. 02, 2018ft² |
Commitments And Contingencies [Line Items] | ||||||||||
Area Of Principal Executive Offices | ft² | 5,151 | |||||||||
Operating Leases, Rent Expense | $ 220,407 | $ 144,030 | ||||||||
Lease Rent Per Month | $ 11,810 | $ 9,598 | $ 4,724 | $ 3,937 | $ 5,474 | 6,224 | ||||
Deferred Rent Credit | 11,057 | |||||||||
Accrued Rent | $ 14,450 | 14,450 | ||||||||
Area of Land | ft² | 4,248 | 9,662 | ||||||||
Lease Rent month To Month Basis | 300 | $ 300 | ||||||||
Share based Compensation Arrangement By Share based Payment Award Award Vesting Period Description | The settlement date for such RSUs, as amended, in the earlier of (i) July 1, 2024 or (ii) the date on which the Company undergoes a change of control. The Company recorded the fair value of the previously issued RSUs of $107,250 as a charge to current period operations. | |||||||||
Sublease In Atlanta [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Lease Rent Per Month | $ 2,763 | |||||||||
Area of Land | ft² | 3,831 | |||||||||
Sublease In Scottsdale AZ [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Operating Leases, Rent Expense, Sublease Rentals | 3,578 | |||||||||
Maximum [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Operating Leases, Rent Expense, Sublease Rentals | $ 3,578 | |||||||||
Subsequent Event [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Lease Rent Per Month | $ 12,977 |
STOCKHOLDERS' EQUITY AND STOC_2
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION (Details) - USD ($) | Apr. 12, 2018 | Mar. 09, 2018 | Jul. 10, 2017 | Jan. 09, 2019 | May 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Number of Options | ||||||||
Outstanding at beginning of the period (in shares) | 1,003,836 | |||||||
Granted (in shares) | 60,390 | 50,000 | 298,914 | 7,050 | ||||
Outstanding at the end of the period (in shares) | 997,989 | 1,003,836 | ||||||
Wtd Avg. Exercise Price | ||||||||
Granted (in dollars per share) | $ 6.45 | |||||||
Exercised (in dollars per share) | $ 6.20 | |||||||
Wtd Avg. Remaining Term | ||||||||
Granted Weighted Average Remaining Term | 2 years 7 months 20 days | 4 years 10 months 20 days | ||||||
Intrinsic Value of Options | ||||||||
Forfeited, Intrinsic Value of Exercisable Options | $ 0 | |||||||
Employee Stock Option | ||||||||
Number of Options | ||||||||
Outstanding at beginning of the period (in shares) | 1,003,836 | 1,029,262 | ||||||
Granted (in shares) | 73,440 | 58,000 | ||||||
Exercised (shares) | (32,173) | |||||||
Forfeited/Expired | (47,114) | (83,426) | ||||||
Outstanding at the end of the period (in shares) | 997,989 | 1,003,836 | 1,029,262 | |||||
Exercisable (in shares) | 925,545 | 891,087 | 603,655 | |||||
Wtd Avg. Exercise Price | ||||||||
Outstanding at beginning of the period (in dollars per share) | $ 4.69 | $ 5 | ||||||
Granted (in dollars per share) | 6.32 | 4 | ||||||
Exercised (in dollars per share) | 2.15 | |||||||
Forfeited/Expired | 9.31 | 8.50 | ||||||
Outstanding at end of the period (in dollars per share) | $ 4.67 | $ 4.69 | $ 5 | |||||
Wtd Avg. Remaining Term | ||||||||
Granted Weighted Average Remaining Term | 5 years | 5 years | ||||||
Outstanding, Wtd Average Remaining Term | 2 years 1 month 20 days | 2 years 7 months 20 days | 3 years 4 months 2 days | |||||
Intrinsic Value of Options | ||||||||
Granted, Intrinsic Value of Exercisable Options | $ 0 | $ 0 | ||||||
Outstanding, Intrinsic Value (in dollars) | $ 4,705,220 | $ 1,356,188 | $ 1,161,244 |
STOCKHOLDERS' EQUITY AND STOC_3
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION (Details 1) - USD ($) | Apr. 12, 2018 | Mar. 27, 2018 | Oct. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Wtd Avg. Exercise Price | ||||||
Oustanding (in dollars per share) | $ 4.84 | |||||
Granted (in dollars per share) | $ 6,000 | |||||
Oustanding (in dollars per share) | $ 4.84 | |||||
Wtd Avg. Remaining Term | ||||||
Oustanding | 2 years 2 months 23 days | 2 years 7 months 10 days | 3 years 6 months 18 days | |||
Exercised | 2 years 7 months 20 days | 4 years 10 months 20 days | ||||
Warrant | ||||||
Number of warrants | ||||||
Number of shares, Beginning | 1,919,906 | 2,537,335 | ||||
Number of shares, granted | 127,525 | 303,234 | 366,600 | |||
Number of shares, exercised | (137,525) | (974,133) | ||||
Number of shares, Forfeited | (303,900) | (9,896) | ||||
Number of shares, Ending | 1,781,715 | 1,919,906 | 2,537,335 | |||
Wtd Avg. Exercise Price | ||||||
Oustanding (in dollars per share) | $ 3.75 | |||||
Granted (in dollars per share) | $ 33,785 | $ 5.14 | 2.50 | |||
Exercised (in dollars per share) | 5.87 | 0.75 | ||||
Forfeited (in dollars per share) | 8.43 | $ 12.25 | ||||
Oustanding (in dollars per share) | $ 4.20 | $ 3.75 | ||||
Intrinsic Value of Warrants | ||||||
Outstanding | $ 8,930,058 | $ 1,656,083 | $ 3,662,610 |
STOCKHOLDERS' EQUITY AND STOC_4
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION (Details 2) - Restricted Stock Units (RSUs) [Member] - shares | 1 Months Ended | 12 Months Ended | ||
Mar. 27, 2018 | Aug. 10, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted stock units issued as of January 1, 2018 | 156,340 | 50,105 | ||
Granted | 53,000 | 92,174 | 106,235 | |
Forfeited/Cancelled | (26,000) | |||
Total Restricted stock units issued at December 31, 2018 | 222,514 | 156,340 | ||
Vested at September 30, 2018 | 18,333 | 188,008 | ||
Unvested restricted stock units as of December 31, 2018 | 34,506 |
STOCKHOLDERS' EQUITY AND STOC_5
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION (Details Textual) - USD ($) | Aug. 14, 2018 | Apr. 12, 2018 | Mar. 09, 2018 | Aug. 10, 2017 | Jul. 10, 2017 | Apr. 11, 2017 | Mar. 10, 2017 | Jan. 09, 2019 | Oct. 31, 2018 | Aug. 31, 2018 | Aug. 01, 2018 | Aug. 01, 2018 | Jun. 30, 2018 | May 31, 2018 | Mar. 27, 2018 | Dec. 31, 2017 | Nov. 30, 2017 | Oct. 31, 2017 | Aug. 10, 2017 | Jun. 30, 2017 | Jun. 22, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Jan. 31, 2017 | Jan. 17, 2017 | Aug. 10, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 26, 2018 | Aug. 23, 2018 | May 02, 2017 | Nov. 30, 2015 |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 6,467,066 | 7,579,995 | 6,467,066 | |||||||||||||||||||||||||||||||
Granted (in shares) | 60,390 | 50,000 | 298,914 | 7,050 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.75 | $ 6.25 | $ 6.25 | $ 2.50 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6.45 | |||||||||||||||||||||||||||||||||
Risk-free interest rate (as a percent) | 175.56% | 169.46% | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options are exercisable at $6.45 per share for five years with (i) 37,890 options vesting 50% over the first year on the first day of each month beginning January 1, 2018 through December 1, 2018, 25% vesting over the year on the first day of each month from January 1, 2019 through December 1, 2019 and 25% vesting over the year on the first day of each month beginning January 1, 2020 through December 1, 2020; (ii) 12,500 options vesting 50% on January 1, 2018, 50% vesting over the year on each month beginning on January 1, 2019 for 24 months; and (iii) 10,000 options fully vesting on January 1, 2018. The exercise price was determined using the 10-day average closing price beginning with the closing price on January 9, 2018. | 40,000 options vested immediately and 10,000 options vest 50% after approximately nine months, with an additional 4.17% vesting every month thereafter. | The options are exercisable at $5.30 per share for five years with 50% of options vesting upon one year employee anniversary and 50% vesting at a rate of 1/24 per month thereafter. | |||||||||||||||||||||||||||||||
Restricted Stock or Unit Expense | $ 372,537 | $ 418,832 | ||||||||||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 488,223 | |||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Split | $ 1,795 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,919,906 | 325,000 | 1,919,906 | 85,719 | 40,000 | |||||||||||||||||||||||||||||
Stock Issued During Period Shares Conversion Of Preferred Stock | 128,161 | |||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 186,994,384 | 186,994,384 | ||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Fair Value | $ 2,000 | $ 33,130 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6,000 | |||||||||||||||||||||||||||||||||
Stockholders' Equity Note, Stock Split | 1 share for every 25 shares | 1 share for every 25 shares | ||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 6.20 | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 29,694 | 1,000 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,003,836 | 997,989 | 1,003,836 | |||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 7,479,775 | 7,479,775 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | 428,571 | ||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 5,609,215 | $ 5,609,215 | $ 1,550,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period Value Warrants Exercised | 1,500,000 | |||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 3.50 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 453,869 | 483,631 | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 225,687 | $ 865,336 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||||||||||||||||||||
Reversal Of Share Based Compensation Expense | 102,083 | $ 58,830 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | 7,782 | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,001 | |||||||||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 1,242,740 | |||||||||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 10 | |||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.50 | |||||||||||||||||||||||||||||||||
Stock Issued During Period Shares Stock Warrants Exercised | 1,600 | |||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 127,525 | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 20,000 | |||||||||||||||||||||||||||||||||
Stock Issued During Period Shares Conversion Of Preferred Stock | 13,204 | 128,161 | ||||||||||||||||||||||||||||||||
Stock Issued During Period Shares For Exercise Of Warrants On Cahsless Basis | 5,842 | 793,317 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | 442,857 | ||||||||||||||||||||||||||||||||
Stock Issued During Period Value Warrants Exercised | 1,550,000 | |||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 3.50 | $ 3.50 | ||||||||||||||||||||||||||||||||
Stock Issued During Period Shares Warrants Exercised | 120,000 | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 6,667 | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 0 | |||||||||||||||||||||||||||||||||
Stock Issued During Period Shares Common Stock In Exchange For Warrants | 793,317 | |||||||||||||||||||||||||||||||||
Warrant Exercise Shares Issued | 854,133 | |||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 10,250 | $ 210,000 | ||||||||||||||||||||||||||||||||
Proceeds From Exercise Option Of Common Stock | $ 20,500 | |||||||||||||||||||||||||||||||||
Stock issued During the Period Cashless Exercise of Options | 3,701 | |||||||||||||||||||||||||||||||||
Class Of Options Number Of Securities Called By Warrants Or Rights | 12,173 | |||||||||||||||||||||||||||||||||
Stock Issued During Period Shares For Exercise Of Warrants | 10,000 | 120,000 | ||||||||||||||||||||||||||||||||
Previously Reported [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | ||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.50 | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 89,990 | 89,990 | ||||||||||||||||||||||||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 325,000 | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 60,182 | 61,212 | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 225,687 | $ 762,500 | $ 102,836 | |||||||||||||||||||||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 14,583 | |||||||||||||||||||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Expected dividend yield (as a percent) | 0.00% | |||||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 342,384 | $ 1,236,863 | ||||||||||||||||||||||||||||||||
Deferred Compensation Liability, Current and Noncurrent | 111,027 | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grant Date Fair Value | $ 38,334 | |||||||||||||||||||||||||||||||||
Options Granted On January 2017 [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Granted (in shares) | 4,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.975 | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grant Date Fair Value | $ 20,000 | |||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Fair Value | $ 11,119 | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jan. 17, 2022 | |||||||||||||||||||||||||||||||||
Options Granted On January 2017 [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||||||||||||||||||||
Options Granted On January 2017 [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 2.08% | |||||||||||||||||||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||||||||||||||||||||||||||||||
WarrantsTo Purchase Common Stock Shares | 10,000 | |||||||||||||||||||||||||||||||||
Class Of Warrant Or Right Grant Date Fair Value | $ 29,433 | |||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 4.475 | $ 2.50 | $ 6.25 | |||||||||||||||||||||||||||||||
Expected term | 3 years | |||||||||||||||||||||||||||||||||
Expected volatility (as a percent) | 175.64% | |||||||||||||||||||||||||||||||||
Risk-free interest rate (as a percent) | 1.48% | |||||||||||||||||||||||||||||||||
Expected dividend yield (as a percent) | 0.00% | |||||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 110,600 | $ 109,509 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 127,525 | 303,234 | 366,600 | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 33,785 | $ 5.14 | $ 2.50 | |||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instrument Other Than OptionsGrants In Period Grant Date Fair Value | $ 109,207 | |||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercises In Period Weighted Average Grant Date Fair Value | $ 5.87 | $ 0.75 | ||||||||||||||||||||||||||||||||
Warrants Issued During Period Issued For Services | 10,000 | |||||||||||||||||||||||||||||||||
Stock Issued During Period Value Warrants Exercised | 20,000 | |||||||||||||||||||||||||||||||||
Stock Issued During Period Shares Warrants Exercised | 1,600 | |||||||||||||||||||||||||||||||||
Warrant [Member] | Alexandre Zyngier [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.50 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,000 | |||||||||||||||||||||||||||||||||
Warrant [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercises In Period Weighted Average Grant Date Fair Value | $ 6.25 | |||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 20,000 of such RSUs began vesting May 1, 2018 and will vest each calendar month at a rate of 1,667 RSUs per month, whereby the RSUs would vest provided that services are not terminated by the Company or the grantee. | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 53,000 | 92,174 | 106,235 | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 18,333 | 188,008 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grant Date Fair Value | $ 247,250 | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 16,092 | 10,543 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 43,486 | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | $ 26,515 | |||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 66,379 | |||||||||||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 107,250 | $ 460,332 | ||||||||||||||||||||||||||||||||
Options Granted On March2017 [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Granted (in shares) | 4,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.625 | |||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Fair Value | $ 12,541 | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Mar. 10, 2022 | |||||||||||||||||||||||||||||||||
Options Granted On March2017 [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||||||||||||||||||||
Options Granted On March2017 [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 2.08% | |||||||||||||||||||||||||||||||||
Performance Options [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | |||||||||||||||||||||||||||||||||
Performance Shares [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Expected term | 1 year 6 months 7 days | |||||||||||||||||||||||||||||||||
Expected volatility (as a percent) | 163.87% | |||||||||||||||||||||||||||||||||
Risk-free interest rate (as a percent) | 1.76% | |||||||||||||||||||||||||||||||||
Expected dividend yield (as a percent) | 0.00% | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 220,000 | |||||||||||||||||||||||||||||||||
Reversal Of Share Based Compensation Expense | $ 58,830 | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 737,825 | |||||||||||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Expected term | 5 years | |||||||||||||||||||||||||||||||||
Expected volatility (as a percent) | 162.35% | |||||||||||||||||||||||||||||||||
Risk-free interest rate (as a percent) | 2.96% | |||||||||||||||||||||||||||||||||
Maximum | Employee Stock Option [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Expected term | 3 years 6 months | |||||||||||||||||||||||||||||||||
Expected volatility (as a percent) | 163.85% | 3.50% | ||||||||||||||||||||||||||||||||
Risk-free interest rate (as a percent) | 2.65% | 1.66% | ||||||||||||||||||||||||||||||||
Minimum | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Expected term | 29 days | |||||||||||||||||||||||||||||||||
Expected volatility (as a percent) | 159.77% | |||||||||||||||||||||||||||||||||
Risk-free interest rate (as a percent) | 1.68% | |||||||||||||||||||||||||||||||||
Minimum | Employee Stock Option [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Expected term | 2 years 6 months | |||||||||||||||||||||||||||||||||
Expected volatility (as a percent) | 160.87% | 2.50% | ||||||||||||||||||||||||||||||||
Risk-free interest rate (as a percent) | 2.45% | 1.42% | ||||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 26,600 | |||||||||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 24,104 | |||||||||||||||||||||||||||||||||
Director [Member] | Alexandre Zyngier [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 11,280 | |||||||||||||||||||||||||||||||||
Director [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 53,840 | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 26,000 | 20,000 | ||||||||||||||||||||||||||||||||
ernest purcell [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 16,600 | |||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||
Redemption Price (in dollars per share) | $ 4.385 | $ 4.385 | $ 4.385 | |||||||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 5.00% | |||||||||||||||||||||||||||||||||
Dividends, Preferred Stock, Stock | $ 53,740 | |||||||||||||||||||||||||||||||||
Common Stock Dividends, Shares | 12,256 | |||||||||||||||||||||||||||||||||
Preferred stock unpaid dividend equivalent common stock, Shares | 43,955 | 33,505 | ||||||||||||||||||||||||||||||||
Dividends Payable | $ 146,918 | $ 192,740 | $ 146,918 | |||||||||||||||||||||||||||||||
Stock Issued During Period Shares Conversion Of Preferred Stock | 13,204 | |||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 5,000 | 50,000 | ||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 110,000 | 105,000 | 110,000 | |||||||||||||||||||||||||||||||
Preferred Stock Issue Per Share | $ 10 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Net operating loss carry forwards | $ 5,329,518 | $ 5,014,461 |
Less valuation allowance | (5,329,518) | (5,014,461) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards | $ 25,378,656 | $ 23,878,387 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |
Scenario, Plan [Member] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Feb. 07, 2019 | Mar. 09, 2018 | Jul. 10, 2017 | Feb. 28, 2019 | Jan. 31, 2019 | Jan. 09, 2019 | May 31, 2018 | Feb. 28, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 23, 2018 | Nov. 30, 2017 | May 02, 2017 |
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,919,906 | 85,719 | 325,000 | 40,000 | |||||||||
Proceeds from Stock Options Exercised | $ 20,500 | $ 0 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 60,390 | 50,000 | 298,914 | 7,050 | |||||||||
Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 17,733 | 17,733 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 20,000 | 11,837 | |||||||||||
Proceeds from Stock Options Exercised | $ 19,000 | ||||||||||||
Stock Issued During Period Shares Stock Warrants Exercised | 1,395 | 10,000 | 11,395 | ||||||||||
Proceeds from Warrant Exercises | $ 23,450 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 28,700 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 10.55 | ||||||||||||
Share Based Compensation Share Options Vesting Terms | five years with options vesting 50% at the vesting commencement date, subject to the employee’s continuous service on the first anniversary of their date of hire (vesting commencement dates range from June 4, 2019 through January 25, 2020), and 50% vesting in eight equal quarterly installments |