Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 01, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MYOMO INC | |
Entity Central Index Key | 1,369,290 | |
Trading Symbol | MYO | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,108,340 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 4,958,088 | $ 797,174 |
Accounts receivable, net | 225,934 | 114,506 |
Inventories | 123,351 | 82,435 |
Prepaid expenses and other | 465,880 | 152,337 |
Total Current Assets | 5,773,253 | 1,146,452 |
Restricted cash | 52,000 | 52,000 |
Deferred offering costs | 111,719 | 438,237 |
Equipment, net | 21,822 | 21,563 |
Total Assets | 5,958,794 | 1,658,252 |
Current liabilities: | ||
Notes payable, shareholder, current | 876,458 | |
Notes payable, MLSC, current | 597,070 | 1,193,984 |
Accounts payable and other accrued expenses | 1,130,232 | 714,010 |
Accrued interest, current | 4,602 | 149,580 |
Derivative liabilities | 92,359 | |
Deferred revenue | 68,958 | 67,263 |
Total Current Liabilities | 1,893,221 | 3,001,295 |
Notes payable, shareholder, net of current portion | 876,458 | |
Notes payable, MLSC, net of current portion | 421,838 | |
Convertible promissory notes, net of debt discount | 2,204,235 | |
Convertible promissory notes, related party | 1,180,000 | |
Accrued interest, net of current portion | 191,892 | 130,937 |
Total Liabilities | 3,383,409 | 6,516,467 |
Redeemable and Convertible Preferred Stock: | ||
Total Redeemable and Convertible Preferred Stock | 12,672,241 | |
Commitments and Contingencies | ||
Stockholders' Equity (Deficiency) | ||
Common stock par value $0.0001 per share; 100,000,000 shares authorized; 6,109,148 and 1,124,888 shares issued; 6,108,340 and 1,124,080 shares outstanding as of September 30, 2017 and December 31, 2016, respectively. | 611 | 112 |
Undesignated preferred stock par value $0.0001 per share; 25,000,000 authorized as of September 30, 2017; No shares issued or outstanding | ||
Additional paid-in capital | 35,653,749 | 5,351,204 |
Accumulated deficit | (33,072,511) | (22,875,308) |
Treasury stock | (6,464) | (6,464) |
Total Stockholders' Equity (Deficiency) | 2,575,385 | (17,530,456) |
Total Redeemable and Convertible Preferred Stock and Stockholders' Equity (Deficiency) | 2,575,385 | (4,858,215) |
Total Liabilities, Redeemable and Convertible Preferred Stock and Stockholders' Equity (Deficiency) | 5,958,794 | 1,658,252 |
Series B-1 convertible preferred stock | ||
Redeemable and Convertible Preferred Stock: | ||
Total Redeemable and Convertible Preferred Stock | 8,174,693 | |
Stockholders' Equity (Deficiency) | ||
Total Stockholders' Equity (Deficiency) | 8,174,693 | |
Series A-1 convertible preferred stock | ||
Redeemable and Convertible Preferred Stock: | ||
Total Redeemable and Convertible Preferred Stock | 4,497,548 | |
Stockholders' Equity (Deficiency) | ||
Total Stockholders' Equity (Deficiency) | $ 4,497,548 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,109,148 | 1,124,888 |
Common stock, shares outstanding | 6,108,340 | 1,124,080 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B-1 convertible preferred stock | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 0 | 1,862,500 |
Convertible preferred stock, shares issued | 0 | 1,662,104 |
Convertible preferred stock, shares outstanding | 0 | 1,662,104 |
Series A-1 convertible preferred stock | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 0 | 1,594,958 |
Convertible preferred stock, shares issued | 0 | 960,083 |
Convertible preferred stock, shares outstanding | 0 | 960,083 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 488,540 | $ 184,194 | $ 1,011,454 | $ 655,184 |
Cost of revenue | 124,098 | 77,082 | 301,308 | 186,334 |
Gross margin | 364,442 | 107,112 | 710,146 | 468,850 |
Operating expenses: | ||||
Research and development | 329,357 | 237,688 | 1,394,865 | 714,333 |
Selling, general and administrative | 1,470,058 | 803,249 | 4,047,385 | 1,932,522 |
Total operating expenses | 1,799,415 | 1,040,937 | 5,442,250 | 2,646,855 |
Loss from operations | (1,434,973) | (933,825) | (4,732,104) | (2,178,005) |
Other expense (income) | ||||
Change in fair value of derivative liabilities | (219,374) | (64,366) | ||
Debt discount on convertible notes | 5,172,000 | |||
Interest and other expense, net | 43,350 | 84,439 | 357,465 | 227,719 |
Total other expense (income) | (176,024) | 84,439 | 5,465,099 | 227,719 |
Net loss | (1,258,949) | (1,018,264) | (10,197,203) | (2,405,724) |
Deemed discount - accreted preferred stock discount | (27,187) | (274,011) | (81,554) | |
Cumulative dividend to Series B-1 preferred stockholders | (165,472) | (287,779) | (492,820) | |
Net loss available to common stockholders | $ (1,258,949) | $ (1,210,923) | $ (10,758,993) | $ (2,980,098) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted | 6,081,195 | 1,107,564 | 3,191,144 | 1,041,550 |
Net loss per share available to common stockholders: | ||||
Basic and diluted | $ (0.21) | $ (1.09) | $ (3.37) | $ (2.86) |
Condensed Statement of Changes
Condensed Statement of Changes in Redeemable and Convertible Preferred Stock and Stockholders' Equity (Deficiency) (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Series B-1 convertible preferred stock | Series A-1 convertible preferred stock |
Beginning Balance at Dec. 31, 2016 | $ (17,530,456) | $ 112 | $ 5,351,204 | $ (22,875,308) | $ (6,464) | $ 8,174,693 | $ 4,497,548 |
Beginning Balance, Shares at Dec. 31, 2016 | 1,124,080 | 808 | 1,662,104 | 960,083 | |||
Accretion of preferred stock | (274,011) | (274,011) | $ 31,493 | $ 242,518 | |||
Proceeds from IPO, net of offering costs of $1,061,157 | 3,930,078 | $ 67 | 3,930,011 | ||||
Proceeds from IPO, net of offering costs of $1,061,157, Shares | 665,498 | ||||||
Proceeds from private placement, net of offering costs of $2,500 | 2,922,885 | $ 56 | 2,922,829 | ||||
Proceeds from private placement, net of offering costs of $2,500, Shares | 557,216 | ||||||
Conversion of Series A-1 and Series B-1 convertible preferred stock into common stock | 12,946,252 | $ 262 | 12,945,990 | $ (8,206,186) | $ (4,740,066) | ||
Conversion of Series A-1 and Series B-1 convertible preferred stock into common stock, Shares | 2,622,187 | (1,662,104) | (960,083) | ||||
Conversion of convertible promissory notes into common stock | 5,467,389 | $ 106 | 5,467,283 | ||||
Conversion of convertible promissory notes into common stock, Shares | 1,055,430 | ||||||
Fair value of warrants issued with convertible promissory notes | 5,172,000 | 5,172,000 | |||||
Warrants issued to IPO selling agent deemed to be derivative liability | (156,725) | (156,725) | |||||
Common stock issued for the exercise of common stock options | 26,954 | $ 8 | 26,946 | ||||
Common stock issued for the exercise of common stock options, Shares | 79,929 | ||||||
Shares of common stock issued for services | 30,000 | 30,000 | |||||
Shares of common stock issued for services, Shares | 4,000 | ||||||
Stock-based compensation | 238,222 | 238,222 | |||||
Net loss | (10,197,203) | (10,197,203) | |||||
Ending Balance at Sep. 30, 2017 | $ 2,575,385 | $ 611 | $ 35,653,749 | $ (33,072,511) | $ (6,464) | ||
Ending Balance, Shares at Sep. 30, 2017 | 6,108,340 | 808 |
Condensed Statement of Changes6
Condensed Statement of Changes in Redeemable and Convertible Preferred Stock and Stockholders' Equity (Deficiency) (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Offering Cost from sale of IPO | $ 1,061,157 |
Offering cost from Private Placement | $ 2,500 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (10,197,203) | $ (2,405,724) | |
Adjustments to reconcile net loss to net cash used in operations: | |||
Depreciation | 6,985 | 5,864 | |
Stock-based compensation | 238,222 | 72,188 | |
Bad debt expense | 29,775 | ||
Amortization of debt discount | 17,765 | 3,444 | |
Debt discount on convertible notes | 5,172,000 | ||
Excess and obsolete inventory reserve | 30,955 | ||
Common stock issued for services | 30,000 | ||
Change in fair value of derivative liabilities | (64,366) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (141,203) | (94,598) | |
Inventories | (71,873) | 70,832 | |
Restricted cash | (52,000) | ||
Prepaid expenses and other | (313,542) | (160,544) | |
Deferred offering costs | (111,719) | (306,116) | |
Accounts payable and other accrued expenses | 416,222 | 213,856 | |
Accrued interest | 233,283 | 221,454 | |
Deferred revenue | 1,695 | 132,531 | |
Net cash used in operating activities | (4,723,004) | (2,298,813) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of equipment | (7,244) | ||
Net cash used in investing activities | (7,244) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from IPO, net of offering costs | [1] | 4,368,315 | |
Proceeds from private placement, net of offering costs | 2,922,885 | ||
Proceeds from convertible promissory notes, net | 1,770,000 | 1,746,532 | |
Repayment of note payable, MLSC | (196,992) | ||
Proceeds from exercise of stock options | 26,954 | 2,876 | |
Net cash provided by financing activities | 8,891,162 | 1,749,408 | |
Net increase (decrease) in cash | 4,160,914 | (549,405) | |
Cash, beginning of period | 797,174 | 1,042,618 | |
Cash, end of period | 4,958,088 | 493,213 | |
SUPPLEMENTAL DISCLOSURE CASH FLOW INFORMATION | |||
Cash paid during the period for interest | 79,037 | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Conversion of accrued interest to principal | 21,916 | 443,984 | |
Exchange of 2015 convertible promissory notes for 2016 convertible promissory notes | 430,000 | ||
Accretion of convertible preferred stock to redemption value | 274,011 | 51,544 | |
Conversion of convertible preferred stock into common stock | 12,946,252 | ||
Conversion of convertible promissory notes and accrued interest into common stock | 5,467,389 | ||
Issuance of selling agent warrants in connection with IPO | 156,725 | ||
Deferred offering costs to additional paid-in capital upon IPO closing | [1] | 438,237 | |
IPO issuance costs included in accounts payable and accrued expense | $ 55,000 | ||
[1] | IPO gross proceeds of $4,991,236 are reduced by $622,921 of IPO offering costs that were incurred in 2017. Another $438,237 of IPO deferred offering costs were paid for in 2016. |
Condensed Statements of Cash F8
Condensed Statements of Cash Flows (Parenthetical) (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Cash Flows [Abstract] | ||
IPO gross proceeds | $ 4,991,236 | |
IPO offering costs | $ 622,921 | |
IPO deffered offering costs | $ 438,237 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2017 | |
Description of Business [Abstract] | |
Description of Business | Note 1 - Description of Business Myomo Inc. (“Myomo” or the Company”) is a commercial-stage medical robotics company that develops, designs, and produces myoelectric orthotics for people with neuromuscular disorders. The MyoPro® myoelectric upper limb orthosis product is registered with the Food and Drug Administration as a Class II medical device. The Company sells the product to orthotics and prosthetics practices or clinics, as well as Veteran Administration and other hospitals in the United States of America, and, beginning in 2017, through a distribution agreement with Otto Bock Healthcare L.P. (“Ottobock”). The Company was incorporated in the State of Delaware on September 1, 2004 and is headquartered in Cambridge, Massachusetts. Initial Public Offering under Regulation A and Private Placement under Regulation D On June 9, 2017, the Company completed its initial public offering (“IPO”) under Regulation A of the Securities Act of 1933, as amended, raising $4,991,235, before selling agent and other offering expenses of $1,061,157, through the sale of 665,498 shares of its common stock at a price to the public of $7.50 per share. On June 9, 2017, the Company also closed on a private placement under Regulation D Rule 506(b) pursuant to which it sold to accredited investors an aggregate of 557,216 units at $5.25 per unit, for aggregate proceeds of $2,925,385, before offering expenses of $2,500. Each unit consisted of one share of common stock and a three-year warrant to purchase one share of common stock exercisable for $7.50 per share. The combined aggregate gross proceeds raised were $7,916,620. In connection with the closing of the Company’s IPO on June 9, 2017, the Company filed an amended and restated certificate of incorporation and restated bylaws, both of which were approved by the Company’s board of directors and stockholders on October 23, 2016. Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue up to 125,000,000 shares of stock, consisting of 100,000,000 shares of common stock, par value $0.0001 and 25,000,000 shares of undesignated Preferred Stock, par value of $0.0001. |
Going Concern and Management's
Going Concern and Management's Liquidity Plan | 9 Months Ended |
Sep. 30, 2017 | |
Going Concern and Management's Liquidity Plan [Abstract] | |
Going Concern and Management's Liquidity Plan | Note 2 - Going Concern and Management’s Liquidity Plan The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss of approximately $10.2 million and $ 2.4 million during the nine months ended September 30, 2017 and 2016, respectively, and has an accumulated deficit of approximately $33.1 million at September 30, 2017. Cash used in operating activities was approximately $4.7 million and $2.3 million for the nine months ended September 30, 2017 and 2016, respectively. These aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. Historically, the Company has financed its operations through equity and debt financing transactions and expects to continue incurring operating losses for the foreseeable future. The financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern within one year after the date the financial statements are issued. The Company will need to raise additional capital to sustain its operations, repay its debt, pursue its product development initiatives and penetrate markets for the sale of its products. Management believes that the Company has access to capital resources through possible additional public or private equity offerings, debt financings, or other means; however, the Company cannot provide any assurance that it will be able to raise additional capital or obtain new financing on commercially acceptable terms. If the Company is unable to secure additional capital, it may be required to curtail its operations or delay the execution of its business plan. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Interim Financial Statements The accompanying unaudited condensed financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These statements have been prepared in accordance with GAAP for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) that are considered necessary for a fair presentation of the condensed financial statements of the Company as of September 30, 2017 and for the three months and nine months ended September 30, 2017 and 2016. The results of operations for the three months and nine months ended September 30, 2017 are not necessarily indicative of the operating results for the full year ending December 31, 2017, or any other period. These condensed financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2016 and 2015, and for the years then ended, included in the Offering Circular (“Offering Circular”) that forms part of the Company’s Registration Statement on Form 1-A (File No. 024-10662), which was qualified by the Securities and Exchange Commission on June 9, 2017. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect certain reported amounts and disclosures. These estimates and assumptions are reviewed on an on-going basis and updated as appropriate. Actual results could differ from these estimates. The Company’s significant estimates relate to valuation of warrants and derivative liabilities, uncollectible accounts, deferred tax valuation allowances, warranty obligations and reserves for slow-moving inventory. Inventories Inventories are recorded at the lower-of-cost-or-market. Cost is determined using a specific identification method. The Company reduces the carrying value of inventory for those items that are potentially excess, obsolete or slow-moving based on changes in customer demand, technology developments or other economic factors. The Company periodically analyzes anticipated product sales based on historical results, current sales pipeline and marketing plans. Based on these analyses, the Company anticipates the amounts of product, if any, that will not be sold during the next twelve months. Stock-Based Compensation The Company accounts for options and restricted shares granted to employees by measuring the cost of services received in exchange for the award of equity instruments based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized as expense over the period during which the recipient is required to provide services in exchange for that award. Options, restricted shares and warrants granted to consultants and other non-employees are recorded at fair value as of the grant date and subsequently adjusted to fair value at the end of each reporting period until such options and warrants vest, and the fair value of such instruments, as adjusted, is expensed over the related vesting period. Outstanding non-employee grants continue to be adjusted to fair value after the vesting, and the fair value adjustment is expensed. Net Loss per Share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus potentially dilutive common shares. Convertible debt, preferred stock, restricted stock units, stock options and warrants are excluded from the diluted net loss per share calculation when their impact is antidilutive. The Company reported a net loss for the three and nine months ended September 30, 2017 and 2016, and as a result, all potentially dilutive common shares are considered antidilutive for these periods. Common shares potentially issuable at September 30, 2017 and 2016 consist of: 2017 2016 Options 250,160 236,691 Restricted stock 44,500 - Warrants 1,427,493 8,228 Series B-1 convertible preferred stock - 1,662,104 Series A-1 convertible preferred stock - 960,083 Total 1,722,153 2,867,106 Reclassification Certain amounts in the 2016 financial statements of operations have been reclassified to conform to the 2017 presentation. These reclassifications had no impact on previously reported net loss. Subsequent Events The Company evaluates events and/or transactions occurring after the balance sheet date and before the issue date of the condensed financial statements to determine if any of those events and/or transactions require adjustment to or disclosure in the financial statements. Revision of Financial Statements During the preparation of its Offering Circular Supplement for the quarterly period ended March 31, 2017, the Company determined it had improperly classified its Notes Payable, MLSC and certain related accrued interest as long-term liabilities, which resulted in an understatement of current liabilities as of December 31, 2016. The Company assessed the materiality of the misstatement in accordance with Staff Accounting Bulletin No. 99, “Materiality” and No. 108, “Quantifying Misstatements”, and concluded that these classification errors were not qualitatively material and there was no impact on the Company’s condensed statements of operations, cash flows, changes in redeemable and convertible preferred stock and stockholders’ equity (deficiency) and net loss per share for the years then ended, nor on the Company’s stockholders’ equity (deficiency). As such, the correction of the error is reflected in the December 31, 2016 balance sheet. Disclosure of the revised amounts will also be reflected in future filings containing the applicable periods. The effect of this revision on the line items within the Company’s balance sheet as of December 31, 2016 was as follows: December 31, 2016 As previously Adjustment As revised Total current liabilities $ 1,807,311 $ 1,193,984 $ 3,001,295 Non-current liabilities $ 4,709,156 $ (1,193,984 ) $ 3,515,172 Total liabilities $ 6,516,467 $ - $ 6,516,467 Recent Accounting Pronouncements In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718); Scope of Modification Accounting. The amendments in this ASU provide guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. If the value, vesting conditions or classification of the award changes, modification accounting will apply. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this standard on its financial statements. In September 2017, the FASB issued ASU No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments” that enhances the guidance surrounding sale leaseback transactions, accounting for taxes on leveraged leases and leases with third party value. The related amendments to the Topics described above become effective on the same schedule as Topics 605, 606, 840 and 842. In addition to the above, see discussion of recent accounting pronouncements are described in Note 3 to the Company’s audited financial statements included in the Company’s Offering Circular. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventories [Abstract] | |
Inventories | Note 4 - Inventories Inventories consist of the following: September 30, December 31, Finished goods $ 133,994 $ 81,223 Parts and components 20,312 1,212 Total cost 154,306 82,435 Less: Excess and obsolete inventory reserve (30,955 ) - Total inventories, net $ 123,351 $ 82,435 When recorded, inventory reserves are intended to reduce the carrying value of inventories to their net realizable value. The Company establishes inventory reserves when conditions exist that indicate inventory may be in excess of anticipated demand or is obsolete based upon assumptions about future demand for the Company’s products or market conditions. The Company regularly evaluates the ability to realize the value of inventories based on a combination of factors including the following: forecasted sales or usage, estimated product end of life dates, estimated current and future market value and new product introductions. At September 30, 2017, the Company provided a reserve of approximately $31,000 for excess and obsolete inventories. |
Revolving Line of Credit
Revolving Line of Credit | 9 Months Ended |
Sep. 30, 2017 | |
Revolving Line of Credit [Abstract] | |
Revolving Line of Credit | Note 5 -Revolving Line of Credit On June 8, 2017, the Company’s Chief Executive Officer and Director, entered into an agreement with the Company pursuant to which he committed irrevocably to establish an up to $1,000,000 revolving line of credit for the Company. This commitment is subject to the preparation, execution and delivery of definitive loan documentation in customary form, including note(s) incorporating substantially the terms and conditions set forth in the accompanying term sheet. The line of credit will bear an interest rate of 10% of per annum and will terminate upon the earlier of (i) December 31, 2018; and (ii) the Company entering into a debt or loan facility with a bank or non-bank lender in the aggregate amount of not less than the greater of (A) $500,000 and (B) the then outstanding principal and interest under the facility. |
Notes Payable, MLSC
Notes Payable, MLSC | 9 Months Ended |
Sep. 30, 2017 | |
Notes Payable, MLSC [Abstract] | |
Notes Payable, MLSC | Note 6 - Notes Payable, MLSC On June 6, 2017, Myomo and MLSC entered into an agreement to extend and amend Myomo’s promissory note to MLSC. The promissory note’s maturity date of June 7, 2017 was extended to May 7, 2019, with repayment in twenty-four equal monthly installments beginning June 7, 2017. The unpaid principal and accrued interest is due and payable upon the earlier of (i) May 7, 2019, (ii) the closing of an initial public offering, prior to August 1, 2017, with gross proceeds of not less than $10 million, (iii) the sale of additional equity securities of $5 million or more at any time unless associated with the occurrence of an initial public offering prior to August 1, 2017, (iv) the closing of an acquisition of the Company, and (v) the occurrence of a default, as defined in the promissory note. The amended promissory note bears a reduced interest rate of 7% per annum. MLSC has the right, at its sole discretion, to extend the maturity date. Myomo has the right to redeem the note, in whole or in part, without penalty or premium with thirty days’ notice to MLSC. |
Notes Payable, Shareholder
Notes Payable, Shareholder | 9 Months Ended |
Sep. 30, 2017 | |
Notes Payable, Shareholder [Abstract] | |
Notes Payable, Shareholder | Note 7 - Notes Payable, Shareholder On May 23, 2017, Myomo and a related party noteholder entered into an agreement to amend Myomo’s related party promissory notes. The maturity date was extended from June 8, 2017 to June 8, 2019, unless prior to that date, the Company completes an equity financing in any twelve-month period raising an aggregate of $10 million in gross proceeds (a “Qualified Financing”), excluding the conversion into common stock in an initial public offering of any convertible notes outstanding on the date of this amendment. In such case, these notes become due within 30 days of the completion of the financing. The Company may elect, in its sole discretion, to repay up to 50% of the outstanding principal and any accrued but unpaid interest as shall be due and payable under this note by issuing shares of the Company’s equity equal to 80% of the price per share of common stock. The Company was notified in October 2017 that the noteholder liquidated all of its outstanding common stock. As of September 30, 2017, the Noteholder is no longer a related party. |
2016 Convertible Promissory Not
2016 Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
2016 Convertible Promissory Notes | Note 8 - 2016 Convertible Promissory Notes During the three months ended March 31, 2017 the Company issued the 2016 convertible promissory notes with an aggregate principal balance of $1,770,000 for cash. In addition, during this period the Company entered into an agreement with certain 2015 convertible promissory noteholders whereby the noteholders of the 2015 convertible promissory noteholders exchanged $430,000 notes for an equivalent amount of 2016 convertible promissory notes (See Note 9). The Company did not recognize a gain or loss on the exchange of the notes. The 2016 convertible promissory notes had an interest rate of 8% per annum and matured on December 31, 2018, at which time the principal and any accrued but unpaid interest would be due and payable on demand. The notes were subordinated to the notes payable, MLSC. The 2016 convertible promissory notes provided that in the event the Company, on or before the date of the repayment in full of these notes, sells shares of its equity securities to investors in any public equity financing resulting in gross proceeds to the Company of at least $5 million (excluding the conversion of these convertible promissory notes and any other indebtedness, but including, for such purposes, all amounts raised in the Company’s initial public offering, then the outstanding principal balance of these notes, and any accrued but unpaid interest will be automatically converted into the equity securities upon the closing of the initial public offering. The number of shares of equity securities of the Company to be issued upon such conversion shall be equal to the quotient obtained by dividing the entire principal amount plus accrued interest by the lower of (i) a price per share equal to $35,000,000 divided by the aggregate number of shares of capital stock outstanding on a fully diluted basis immediately prior to the initial closing of the Qualified Financing, as defined, and (ii) eighty percent (80%) of the per share price paid by the Investors in the Qualified Financing. On June 5, 2017, the Company modified the terms of these 2016 convertible promissory notes such that the automatic conversion of these notes will occur upon any public equity financing resulting in gross proceeds to the Company of at least $5,000,000, excluding the conversion of the notes and any other indebtedness, but including, for such purposes, all amounts raised in the IPO and the concurrent private placement. Upon the closing of the Company’s IPO on June 9, 2017, in accordance with the terms of the 2016 convertible promissory notes, the principal balance of these notes, and all accrued but unpaid interest, totaling $5,467,389 were converted into 1,055,430 shares of common stock at weighted-average price of $5.18 per share. In connection with the issuance of the 2016 convertible promissory notes, the Company issued, to these noteholders, warrants to purchase common stock which are exercisable for three years from the date of the IPO. One warrant was issued for each share of common stock issued as part of the conversion. Upon the closing of the IPO, the warrants became exercisable and the warrant terms became fixed, such that at June 30, 2017, there were warrants outstanding to purchase 799,349 shares of common stock exercisable at $6.47 per share. As of the IPO date, the Company determined that the relative fair value of the warrants attributable to 2016 convertible promissory note holders (excluding those issued in conjunction with the exchange of the 2015 convertible promissory notes) was $1,628,006. In accordance with ASC 470-20-25-20 “Contingent Conversion Option” if the conversion terms of the 2016 convertible promissory notes are triggered by future events not controlled by the issuer, they shall be accounted for as contingent conversion options. The Company determined that the future public equity financing (the IPO) is considered to be a contingency outside the control of the issuer. Accordingly, upon the closing of the Company’s IPO, the Company determined that the embedded conversion option was a beneficial conversion feature with a value of $3,825,320. Because the combined relative fair value of the warrants and the value of the beneficial conversion feature exceeded the principal value of the 2016 convertible promissory notes, which were automatically converted pursuant to their terms on the IPO date, the Company recorded an immediate charge to interest expense for the debt discount in the statement of operations on June 9, 2017 equal to the $4,142,000 principal value of the notes. The Company had capitalized deferred issuance costs of approximately $20,800 relating to 2016 convertible promissory notes and had amortized approximately $6,700 to interest expense in the statements of operations through the date of its IPO. Debt issuance costs are comprised of incremental legal and accounting fees directly related to the issuance of convertible promissory notes. Debt issuance costs are amortized over the life of the related debt instrument. Net debt issuance costs are included in the balance sheets as a reduction (debt discount) of the related convertible promissory notes prior to the closing of the Company’s IPO. |
2015 Convertible Promissory Not
2015 Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
2015 Convertible Promissory Notes | Note 9 - 2015 Convertible Promissory Notes For the three months ended March 31, 2017, the noteholders exchanged $430,000 of their 2015 Convertible Promissory Notes for 2016 convertible promissory notes of an equivalent principal amount. The other 2015 Convertible Promissory Notes that were previously outstanding had been exchanged for 2016 convertible promissory notes of an equivalent principal amount in 2016. The Company did not recognize a gain or loss the exchange of the notes. (See Note 8). In connection with the issuance of the 2015 convertible promissory notes, the Company agreed to issue warrants to purchase common stock to these noteholders, which are exercisable for five years from the date of the IPO. The number of shares of stock to be acquired under the warrants is determined by a formula which amounts to 15% of the principal amount invested divided by the lowest price paid per share for the equity securities by the investors in the Equity Financing as defined. Upon the closing of the IPO, the Company issued warrants to purchase 29,425 shares of common stock exercisable at $5.25 per share. All warrants issued were outstanding at June 30, 2017. As of the IPO date, the Company determined that the relative fair value of the warrants attributable to original 2015 convertible promissory note holders (including those issued in conjunction with the exchange into the 2016 convertible promissory notes) was $457,456. In accordance with ASC 470-20-25-20 “Contingent Conversion Option” if the conversion terms of the convertible note are triggered by future events not controlled by the issuer, they shall be accounted for as contingent conversion options. The Company determined that the future public equity financing (the IPO) is considered to be a contingency outside the control of the issuer. Accordingly, upon the closing of the Company’s IPO, the Company determined that the embedded conversion option was a beneficial conversion feature with a value of $1,003,867. Because the combined relative fair value of the warrants and the value of the beneficial conversion feature exceeded the principal value of the 2015 convertible promissory notes (as exchanged), which were automatically converted pursuant to their terms on the IPO date, the Company recorded an immediate charge to interest expense for the debt discount in the statement of operations on June 9, 2017 equal to the $1,030,000 principal value of the notes. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Stock-based Compensation [Abstract] | |
Stock-based Compensation | Note 10 - Stock-based Compensation The Company recognized stock-based compensation expense related primarily to the issuance of stock option awards to employees and non-employees and restricted stock units in the condensed statements of operations as follow: Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Research and development $ 1,974 $ 626 $ 3,274 $ 626 Selling, general and administrative (59,170 ) 43,874 234,948 71,562 Total $ (57,196 ) $ 44,500 $ 238,222 $ 72,188 Stock Options The Company uses the Black-Scholes option pricing model to estimate the grant date fair value of its stock options. There was no income tax benefit recognized in the financial statements for share-based compensation arrangements for the nine months ended September 30, 2017. The assumptions underlying the calculation of grant date fair value are as follows for the nine months ended: September 30, 2017 September 30, 2016 Volatility 64% - 80% 81% % Risk-free interest rate 0.58% - 2.07% 0.58% % Weighted-average expected option term (in years) 5.50-6.25 5.75-6.25 Dividend yield -% -% % The stock price volatility for the Company's options was determined using historical volatilities for industry peers. The risk-free interest rate was derived from U.S. Treasury rates existing on the date of grant for the applicable expected option term. The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have sufficient historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its ordinary vesting period. The expected dividend yield assumption is based on the fact that the Company has never paid, nor has any intention to pay, cash dividends. As of September 30, 2017, there was $485,703 of unrecognized compensation cost related to employees and non-employee unvested stock option grants, which is expected to be recognized over a weighted-average remaining service period of approximately 2.0 years. Restricted Shares The fair value of the Company’s restricted shares granted to employees is calculated based upon the fair market value of the Company’s stock at the date of grant. As of September 30, 2017, there was $259,370 of unrecognized compensation cost related to employees unvested restricted share grants, which is expected to be recognized over a weighted-average remaining service period of approximately 3.9 years. The stock compensation expense is being amortized over the respective vesting periods between 6 months and 4 years. The Company recorded $41,005 of share-based compensation expenses for these restricted shares during the nine months ended September 30, 2017. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Note 11 - Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: ● Level 1 - Quoted prices available in active markets for identical assets or liabilities. ● Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar valuation techniques that use significant unobservable inputs. The carrying amounts of the Company’s other financial instruments, such as cash and cash equivalents, accounts receivable and accounts payable, approximate fair value due to the short-term nature of these instruments. The carrying amounts of the Company’s notes payables approximates fair value, as the notes include contractual interest rates, taken together with other features such as concurrent issuance of warrants, which are comparable to rates of returns for instruments of similar credit risk. Derivative liabilities measured at fair value on a recurring basis at September 30, 2017 were as follows: In Active Significant Significant September 30, (Level 1) (Level 2) (Level 3) Total Common stock warrant liabilities $ - $ - $ 92,359 $ 92,359 The following table presents the fair value reconciliation of Level 3 liabilities measured at fair value during the nine months ended September 30, 2017: Common warrant Balance – January 1, 2017 $ - Issuance of warrants 156,725 Change in fair value of derivative liabilities (64,366 ) Balance – September 30, 2017 $ 92,359 Assumptions utilized in the valuation of Level 3 liabilities are described as follows: For Nine Months Ended September 30, 2017 Risk-free interest rate 1.72%-1.92% Expected life 3.9-4.9 years Expected volatility of underlying stock 65% - 80% Expected dividend yield - The expected stock price volatility for the Company’s common stock warrant liabilities was determined by the historical volatilities for industry peers and used an average of those volatilities. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. The expected term used is the contractual life of the instrument being valued. The expected dividend yield was not considered in the valuation of the common stock liabilities as the Company has never paid, nor has the intention to pay, cash dividends. The Company’s other financial instruments include cash and cash equivalents and accounts receivable, which management believes approximates fair value due to the short-term nature of these instruments. The carrying value of the Company’s trade payables and notes payable also approximates fair value, as the notes bear terms and conditions comparable to the current market for obligations with similar terms and maturities. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2017 | |
Common Stock [Abstract] | |
Common Stock | Note 12 - Common Stock On June 9, 2017, the Company completed its IPO raising $4,991,235, before selling agent commissions and other offering expenses of $1,061,157, through the sale of 665,498 shares of its common stock at a price of $7.50 per share. On June 9, 2017, the Company also closed on a private placement pursuant to which it sold to accredited investors an aggregate of 557,216 units at $5.25 per unit, for aggregate proceeds of $2,925,385, before offering expenses of $2,500. Each unit consists of one share of common stock and a three-year warrant to purchase one share of common stock exercisable for $7.50 per share. In June 2017, the Company issued 4,000 shares to an investor relations firm for services performed. The Company recorded a charge to operations for $30,000 for the fair value of the stock issued. During the nine months ended September 30, 2017 the Company issued 79,929 shares of common stock through the exercise of stock options for proceeds of $23,954. During the nine months ended September 30, 2016 the Company issued 124,456 shares of common stock through the exercise of stock options for proceeds of $2,876. |
Redeemable and Convertible Pref
Redeemable and Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2017 | |
Redeemable and Convertible Preferred Stock [Abstract] | |
Redeemable and Convertible Preferred Stock | Note 13 - Redeemable and Convertible Preferred Stock Convertible Preferred Stock consisted of the following as of December 31, 2016: Liquidation Preference Shares Dividend Including Shares Issued and Par Value Cumulative Arrearage Dividend Authorized Outstanding per Share Dividends Per Share Arrearage Series B-1 Preferred Stock 1,862,500 1,662,104 $ 0.0001 $ 1,495,127 $ 0.90 $ 9,701,313 Series A-1 Preferred Stock 1,594,958 960,083 $ 0.0001 $ - $ - $ 4,740,066 Upon closing of the IPO, the Company issued 960,083 shares of common stock upon the conversion of 960,083 shares of Series A-1 Preferred Stock, and 1,662,104 shares of common stock upon the conversion of 1,662,104 shares of Series B-1 Preferred Stock. As of September 30, 2017, the Company does not have any convertible preferred stock issued or outstanding. |
Stock Options and Restricted St
Stock Options and Restricted Stock Units | 9 Months Ended |
Sep. 30, 2017 | |
Stock Options and Restricted Stock Units [Abstract] | |
Stock Options and Restricted Stock Units | Note 14 - Stock Options and Restricted Stock Units The Company granted options for 91,600 shares of common stock during the nine months ended September 30, 2017, at a weighted-average exercise price of $2.42. The aggregate fair value of the awards on the grant date was approximately $135,000. The Company granted 46,500 shares of restricted shares to certain executives and employees during the nine months ended September 30, 2017. The aggregate fair value of the awards on the grant date was approximately $314,000. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2017 | |
Warrants [Abstract] | |
Warrants | Note 15 - Warrants On June 9, 2017, the Company issued warrants for the purchase of 557,216 shares of common stock to investors in connection with a private placement that closed concurrently with the Company’s IPO, as more fully described in Note 1. The warrants are exercisable for three years from the date of the IPO and are fully vested and exercisable at any time by the holder at a price of $7.50 per share. The warrants can only be settled in the Company’s own shares, and as such, under ASC 815 Derivatives and Hedging the warrants were deemed to be equity instruments and, therefore are included in stockholders’ equity and no fair value adjustments are required from period-to-period. On June 9, 2017, the Company issued warrants for the purchase of 33,275 shares of common stock to its IPO selling agent. The warrants are fully vested, exercisable at any time after December 9, 2017 by the holder at an exercise price of $8.25 per share and have a life of five years. The warrants include a fundamental transaction clause which provides for the warrant holder to be paid in cash upon an event as defined in the warrant. The cash payment is to be computed using the Black-Scholes valuation model for the unexercised portion of the warrant. Accordingly, under ASC 815 Derivatives and Hedging the warrants were deemed to be a derivative liability and are marked to market at each reporting period. Accordingly, on the date of issuance the Company recorded as a derivative liability the fair value of the warrants which was $156,725 and on June 30, 2017 the derivative liability was marked to its then fair market value of $250,415. On September 30, 2017 the derivative liability was marked to its then fair market value of $92,359. In connection with the issuance of its 2016 and 2015 convertible promissory notes, as more fully described in Notes 8 and 9, the Company issued warrants that expire three years from the date of its IPO for the purchase of 799,349 shares of common stock and warrants that expire five years from the date of its IPO for the purchase of 29,425 shares of its common stock. In addition, in connection with the issuance of its promissory notes to MLSC and a shareholder, as more fully described in Notes 7 and 8 to our audited financial statements included in our Offering Circular, the Company issued warrants that expire in 2021 for the purchase of 8,228 shares of stock at an exercise price of $6.47 per share. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16 - Related Party Transactions The Company sells its products to GRE, an orthotics and prosthetics practice, whose ownership includes Jonathan Naft, a minority stockholder and officer of the Company. Sales to this related party are sold at standard list prices. Sales to GRE were approximately $102,000 and $24,500 in the nine-months ended September 30, 2017 and 2016, respectively. The Company also obtains consulting and fabrication services from GRE. Charges for these services amounted to approximately $214,000 and $113,000 during the nine months ended September 30, 2017 and 2016, respectively. Included in accounts payable and accrued expenses at September 30, 2017 and December 31, 2016, is $33,800 and $6,600, respectively, due to the related party. Certain directors, executive officers and 5% stockholders of the Company purchased 296,669 (53% of total) shares of common stock with warrants, at $5.25 per unit in the Company’s private placement that closed concurrently with the IPO on June 9, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | N ote 17 - Commitments and Contingencies Litigation In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising from the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Currently, there is no litigation against the Company. Warranty Liability Warranty expense amounted to: Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 $ 12,903 $ 16,705 $ 28,031 $ 22,821 Major Customers For the nine months ended September 30, 2017, three customers accounted for approximately 55% (29%-$258,200, 15%-$130,600, and 11%-$101,700 [related party]) of revenues, excluding grant revenue. For the nine months ended September 30, 2016, three customers accounted for approximately 58% (27%-$170,100, 18%-$113,700 and 13%-$83,600) of revenues, excluding grant revenue. At September 30, 2017, six customers accounted for approximately 90% (22%-$57,500, 20%-$51,800 [related party], 15%-37,500, 12%-29,800, 11%-28,800 and 10%-$26,100) of accounts receivable. At December 31, 2016, four customers (23%-$26,100, 23%-$25,700, 21%-$24,500 [related party] and 13%-$15,200) accounted for approximately 80% of accounts receivable. Contingently Issuable Shares The Company, in the first quarter of 2017, accrued $26,000 for contingently issuable shares of its common stock in connection with a technology licensing agreement. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited condensed financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These statements have been prepared in accordance with GAAP for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) that are considered necessary for a fair presentation of the condensed financial statements of the Company as of September 30, 2017 and for the three months and nine months ended September 30, 2017 and 2016. The results of operations for the three months and nine months ended September 30, 2017 are not necessarily indicative of the operating results for the full year ending December 31, 2017, or any other period. These condensed financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2016 and 2015, and for the years then ended, included in the Offering Circular (“Offering Circular”) that forms part of the Company’s Registration Statement on Form 1-A (File No. 024-10662), which was qualified by the Securities and Exchange Commission on June 9, 2017. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect certain reported amounts and disclosures. These estimates and assumptions are reviewed on an on-going basis and updated as appropriate. Actual results could differ from these estimates. The Company’s significant estimates relate to valuation of warrants and derivative liabilities, uncollectible accounts, deferred tax valuation allowances, warranty obligations and reserves for slow-moving inventory. |
Inventories | Inventories Inventories are recorded at the lower-of-cost-or-market. Cost is determined using a specific identification method. The Company reduces the carrying value of inventory for those items that are potentially excess, obsolete or slow-moving based on changes in customer demand, technology developments or other economic factors. The Company periodically analyzes anticipated product sales based on historical results, current sales pipeline and marketing plans. Based on these analyses, the Company anticipates the amounts of product, if any, that will not be sold during the next twelve months. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for options and restricted shares granted to employees by measuring the cost of services received in exchange for the award of equity instruments based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized as expense over the period during which the recipient is required to provide services in exchange for that award. Options, restricted shares and warrants granted to consultants and other non-employees are recorded at fair value as of the grant date and subsequently adjusted to fair value at the end of each reporting period until such options and warrants vest, and the fair value of such instruments, as adjusted, is expensed over the related vesting period. Outstanding non-employee grants continue to be adjusted to fair value after the vesting, and the fair value adjustment is expensed. |
Net Loss per Share | Net Loss per Share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus potentially dilutive common shares. Convertible debt, preferred stock, restricted stock units, stock options and warrants are excluded from the diluted net loss per share calculation when their impact is antidilutive. The Company reported a net loss for the three and nine months ended September 30, 2017 and 2016, and as a result, all potentially dilutive common shares are considered antidilutive for these periods. Common shares potentially issuable at September 30, 2017 and 2016 consist of: 2017 2016 Options 250,160 236,691 Restricted stock 44,500 - Warrants 1,427,493 8,228 Series B-1 convertible preferred stock - 1,662,104 Series A-1 convertible preferred stock - 960,083 Total 1,722,153 2,867,106 |
Reclassification | Reclassification Certain amounts in the 2016 financial statements of operations have been reclassified to conform to the 2017 presentation. These reclassifications had no impact on previously reported net loss. |
Subsequent Events | Subsequent Events The Company evaluates events and/or transactions occurring after the balance sheet date and before the issue date of the condensed financial statements to determine if any of those events and/or transactions require adjustment to or disclosure in the financial statements. |
Revision of Financial Statements | Revision of Financial Statements During the preparation of its Offering Circular Supplement for the quarterly period ended March 31, 2017, the Company determined it had improperly classified its Notes Payable, MLSC and certain related accrued interest as long-term liabilities, which resulted in an understatement of current liabilities as of December 31, 2016. The Company assessed the materiality of the misstatement in accordance with Staff Accounting Bulletin No. 99, “Materiality” and No. 108, “Quantifying Misstatements”, and concluded that these classification errors were not qualitatively material and there was no impact on the Company’s condensed statements of operations, cash flows, changes in redeemable and convertible preferred stock and stockholders’ equity (deficiency) and net loss per share for the years then ended, nor on the Company’s stockholders’ equity (deficiency). As such, the correction of the error is reflected in the December 31, 2016 balance sheet. Disclosure of the revised amounts will also be reflected in future filings containing the applicable periods. The effect of this revision on the line items within the Company’s balance sheet as of December 31, 2016 was as follows: December 31, 2016 As previously Adjustment As revised Total current liabilities $ 1,807,311 $ 1,193,984 $ 3,001,295 Non-current liabilities $ 4,709,156 $ (1,193,984 ) $ 3,515,172 Total liabilities $ 6,516,467 $ - $ 6,516,467 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718); Scope of Modification Accounting. The amendments in this ASU provide guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. If the value, vesting conditions or classification of the award changes, modification accounting will apply. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this standard on its financial statements. In September 2017, the FASB issued ASU No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments” that enhances the guidance surrounding sale leaseback transactions, accounting for taxes on leveraged leases and leases with third party value. The related amendments to the Topics described above become effective on the same schedule as Topics 605, 606, 840 and 842. In addition to the above, see discussion of recent accounting pronouncements are described in Note 3 to the Company’s audited financial statements included in the Company’s Offering Circular. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of potentially common shares issuable | 2017 2016 Options 250,160 236,691 Restricted stock 44,500 - Warrants 1,427,493 8,228 Series B-1 convertible preferred stock - 1,662,104 Series A-1 convertible preferred stock - 960,083 Total 1,722,153 2,867,106 |
Schedule of effect of revision on balance sheet | December 31, 2016 As previously Adjustment As revised Total current liabilities $ 1,807,311 $ 1,193,984 $ 3,001,295 Non-current liabilities $ 4,709,156 $ (1,193,984 ) $ 3,515,172 Total liabilities $ 6,516,467 $ - $ 6,516,467 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventories [Abstract] | |
Schedule of inventories | September 30, December 31, Finished goods $ 133,994 $ 81,223 Parts and components 20,312 1,212 Total cost 154,306 82,435 Less: Excess and obsolete inventory reserve (30,955 ) - Total inventories, net $ 123,351 $ 82,435 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stock-based Compensation [Abstract] | |
Schedule of stock-based compensation expense | Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Research and development $ 1,974 $ 626 $ 3,274 $ 626 Selling, general and administrative (59,170 ) 43,874 234,948 71,562 Total $ (57,196 ) $ 44,500 $ 238,222 $ 72,188 |
Schedule of grant date fair value | September 30, 2017 September 30, 2016 Volatility 64% - 80% 81% % Risk-free interest rate 0.58% - 2.07% 0.58% % Weighted-average expected option term (in years) 5.50-6.25 5.75-6.25 Dividend yield -% -% % |
Fair Value of Financial Instr30
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value of Financial Instruments [Abstract] | |
Schedule of derivative liabilities measured at fair value on recurring basis | In Active Significant Significant September 30, (Level 1) (Level 2) (Level 3) Total Common stock warrant liabilities $ - $ - $ 92,359 $ 92,359 |
Schedule of fair value reconciliation of level 3 liabilities measured | Common warrant Balance – January 1, 2017 $ - Issuance of warrants 156,725 Change in fair value of derivative liabilities (64,366 ) Balance – September 30, 2017 $ 92,359 |
Schedule of assumptions utilized in valuation of level 3 liabilities | For Nine Months Ended September 30, 2017 Risk-free interest rate 1.72%-1.92% Expected life 3.9-4.9 years Expected volatility of underlying stock 65% - 80% Expected dividend yield - |
Redeemable and Convertible Pr31
Redeemable and Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Redeemable and Convertible Preferred Stock [Abstract] | |
Schedule of convertible preferred stock | Liquidation Preference Shares Dividend Including Shares Issued and Par Value Cumulative Arrearage Dividend Authorized Outstanding per Share Dividends Per Share Arrearage Series B-1 Preferred Stock 1,862,500 1,662,104 $ 0.0001 $ 1,495,127 $ 0.90 $ 9,701,313 Series A-1 Preferred Stock 1,594,958 960,083 $ 0.0001 $ - $ - $ 4,740,066 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Schedule of warranty expense | Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 $ 12,903 $ 16,705 $ 28,031 $ 22,821 |
Description of Business (Detail
Description of Business (Details) - USD ($) | Jun. 09, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Description of Business (Textual) | |||||
Initial public offering raising amount | [1] | $ 4,368,315 | |||
Aggregate proceeds offering expenses | $ 2,922,885 | ||||
Combined aggregate gross proceeds raised | $ 7,916,620 | ||||
Authorized issue of shares | 125,000,000 | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
IPO [Member] | |||||
Description of Business (Textual) | |||||
Initial public offering raising amount | 4,991,235 | ||||
Other offering expenses | $ 1,061,157 | ||||
Sale of stock | 665,498 | ||||
Share price | $ 7.50 | ||||
Private Placement [Member] | |||||
Description of Business (Textual) | |||||
Other offering expenses | $ 2,500 | ||||
Sale of stock | 557,216 | ||||
Share price | $ 5.25 | ||||
Aggregate proceeds offering expenses | $ 2,925,385 | ||||
Share unit, description | Each unit consisted of one share of common stock and a three-year warrant to purchase one share of common stock exercisable for $7.50 per share. | ||||
[1] | IPO gross proceeds of $4,991,236 are reduced by $622,921 of IPO offering costs that were incurred in 2017. Another $438,237 of IPO deferred offering costs were paid for in 2016. |
Going Concern and Management'34
Going Concern and Management's Liquidity Plan (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Going Concern and Management's Liquidity Plan (Textual) | |||||
Net loss | $ (1,258,949) | $ (1,018,264) | $ (10,197,203) | $ (2,405,724) | |
Accumulated deficit | (33,072,511) | (33,072,511) | $ (22,875,308) | ||
Cash used in operating activities | $ (4,723,004) | $ (2,298,813) |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,722,153 | 2,867,106 |
Series B-1 convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,662,104 | |
Series A-1 convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 960,083 | |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 250,160 | 236,691 |
Restricted stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 44,500 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,427,493 | 8,228 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Details 1) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total current liabilities | $ 1,893,221 | $ 3,001,295 |
Non-current liabilities | 3,515,172 | |
Total liabilities | $ 3,383,409 | 6,516,467 |
As previously reported [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total current liabilities | 1,807,311 | |
Non-current liabilities | 4,709,156 | |
Total liabilities | 6,516,467 | |
Adjustment [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total current liabilities | 1,193,984 | |
Non-current liabilities | (1,193,984) | |
Total liabilities |
Inventories (Details)
Inventories (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Inventories [Abstract] | ||
Finished goods | $ 133,994 | $ 81,223 |
Parts and components | 20,312 | 1,212 |
Total cost | 154,306 | 82,435 |
Less: Excess and obsolete inventory reserve | (30,955) | |
Total inventories, net | $ 123,351 | $ 82,435 |
Inventories (Details Textual)
Inventories (Details Textual) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Inventories (Textual) | |
Reserve for excess and obsolete inventories | $ 31,000 |
Revolving Line of Credit (Detai
Revolving Line of Credit (Details) - Chief Executive Officer and Director Agreement [Member] - Revolving Line of Credit [Member] | Jun. 08, 2017USD ($) |
Revolving Line of Credit (Textual) | |
Revolving line of credit | $ 1,000,000 |
Revolving line of credit, description | The line of credit will bear an interest rate of 10% of per annum and will terminate upon the earlier of (i) December 31, 2018; and (ii) the Company entering into a debt or loan facility with a bank or non-bank lender in the aggregate amount of not less than the greater of (A) $500,000 and (B) the then outstanding principal and interest under the facility. |
Notes Payable, MLSC (Details)
Notes Payable, MLSC (Details) - MLSC [Member] - Notes Payable [Member] | Jun. 06, 2017 |
Notes Payable, MLSC (Textual) | |
Promissory note's maturity date, description | The promissory note's maturity date of June 7, 2017 was extended to May 7, 2019, with repayment in twenty-four equal monthly installments beginning June 7, 2017. |
Promissory note principal and unpaid accrued interest, description | The unpaid principal and accrued interest is due and payable upon the earlier of (i) May 7, 2019, (ii) the closing of an initial public offering, prior to August 1, 2017, with gross proceeds of not less than $10 million, (iii) the sale of additional equity securities of $5 million or more at any time unless associated with the occurrence of an initial public offering prior to August 1, 2017, (iv) the closing of an acquisition of the Company, and (v) the occurrence of a default, as defined in the promissory note. |
Promissory note bears reduced interest rate | 7.00% |
Notes Payable, Shareholder (Det
Notes Payable, Shareholder (Details) - Notes Payable [Member] - Shareholder [Member] | 1 Months Ended |
May 23, 2017 | |
Notes Payable, Shareholder (Textual) | |
Promissory notes maturity date, description | The maturity date was extended from June 8, 2017 to June 8, 2019. |
Promissory notes proceeds, description | The Company completes an equity financing in any twelve-month period raising an aggregate of $10 million. |
Promissory notes due completion | 30 days |
Percentage of repay promissory notes outstanding principal | 50.00% |
Percentage of common stock price per share | 80.00% |
2016 Convertible Promissory N42
2016 Convertible Promissory Notes (Details) - USD ($) | Jun. 09, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Convertible Promissory Notes 2016 (Textual) | |||||
Convertible promissory notes aggregate principal balance | $ 12,946,252 | ||||
Proceeds from convertible promissory notes, net | 1,770,000 | $ 1,746,532 | |||
Warrants outstanding purchase of common stock | 557,216 | ||||
Warrants exercisable price per share | $ 7.50 | ||||
2016 Convertible Promissory Notes [Member] | |||||
Convertible Promissory Notes 2016 (Textual) | |||||
Convertible promissory notes aggregate principal balance | $ 1,770,000 | ||||
Convertible promissory noteholders exchanged | $ 430,000 | ||||
Promissory notes interest rate | 8.00% | ||||
Maturity date | Dec. 31, 2018 | ||||
Proceeds from convertible promissory notes, net | $ 5,000,000 | ||||
Description of convertible promissory note | The number of shares of equity securities of the Company to be issued upon such conversion shall be equal to the quotient obtained by dividing the entire principal amount plus accrued interest by the lower of (i) a price per share equal to $35,000,000 divided by the aggregate number of shares of capital stock outstanding on a fully diluted basis immediately prior to the initial closing of the Qualified Financing, as defined, and (ii) eighty percent (80%) of the per share price paid by the Investors in the Qualified Financing. | ||||
Accrued but unpaid interest, total | $ 5,467,389 | ||||
Convertible common stock, shares | 1,055,430 | ||||
Weighted average price per share | $ 5.18 | ||||
Warrants outstanding purchase of common stock | 799,349 | ||||
Warrants exercisable price per share | $ 6.47 | ||||
Interest expense for issuance of warrants | $ 4,142,000 | ||||
Deferred issuance costs | $ 20,800 | ||||
Interest expense | 6,700 | ||||
Fair value of the warrants attributable | $ 1,628,006 | ||||
Conversion option beneficial feature | $ 3,825,320 |
2015 Convertible Promissory N43
2015 Convertible Promissory Notes (Details) - USD ($) | Jun. 09, 2017 | Mar. 31, 2017 | Sep. 30, 2017 |
Convertible Promissory Notes 2015 (Textual) | |||
Warrants outstanding purchase of common stock | 557,216 | ||
Warrants exercisable price per share | $ 7.50 | ||
2015 Convertible Promissory Notes [Member] | |||
Convertible Promissory Notes 2015 (Textual) | |||
Convertible promissory noteholders exchanged | $ 430,000 | ||
Warrants acquired, description | The number of shares of stock to be acquired under the warrants is determined by a formula which amounts to 15% of the principal amount invested divided by the lowest price paid per share for the equity securities by the investors in the Equity Financing as defined. | ||
Warrants outstanding purchase of common stock | 29,425 | ||
Warrants exercisable price per share | $ 5.25 | ||
Fair value of the warrants attributable | $ 457,456 | ||
Conversion option beneficial feature | 1,003,867 | ||
Interest expense for issuance of warrants | $ 1,030,000 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total | $ (57,196) | $ 44,500 | $ 238,222 | $ 72,188 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total | 1,974 | 626 | 3,274 | 626 |
Selling, general and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total | $ (59,170) | $ 43,874 | $ 234,948 | $ 71,562 |
Stock-based Compensation (Det45
Stock-based Compensation (Details 1) - Stock Option [Member] | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Volatility | 81.00% | |
Risk-free interest rate | 0.58% | |
Dividend yield | 0.00% | 0.00% |
Maximum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Volatility | 80.00% | |
Risk-free interest rate | 2.07% | |
Weighted-average expected option term (in years) | 6 years 2 months 30 days | 6 years 2 months 30 days |
Minimum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Volatility | 64.00% | |
Risk-free interest rate | 0.58% | |
Weighted-average expected option term (in years) | 5 years 6 months | 5 years 9 months |
Stock-based Compensation (Det46
Stock-based Compensation (Details Textual) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Restricted Stock [Member] | |
Stock-Based Compensation (Textual) | |
Unrecognized compensation cost | $ 259,370 |
Weighted-average remaining contractual term | 3 years 10 months 25 days |
Share-based compensation expenses restricted | $ 41,005 |
Restricted Stock [Member] | Maximum [Member] | |
Stock-Based Compensation (Textual) | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Restricted Stock [Member] | Minimum [Member] | |
Stock-Based Compensation (Textual) | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 6 months |
Stock Option [Member] | |
Stock-Based Compensation (Textual) | |
Unrecognized compensation cost | $ 485,703 |
Weighted-average remaining contractual term | 2 years |
Fair Value of Financial Instr47
Fair Value of Financial Instruments (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule of fair value derivative liabilities on recurring basis | ||
Common stock warrant liabilities | $ 92,359 | |
In Active Markets for Identical Assets or Liabilities (Level 1) [Member] | ||
Schedule of fair value derivative liabilities on recurring basis | ||
Common stock warrant liabilities | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Schedule of fair value derivative liabilities on recurring basis | ||
Common stock warrant liabilities | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Schedule of fair value derivative liabilities on recurring basis | ||
Common stock warrant liabilities | $ 92,359 |
Fair Value of Financial Instr48
Fair Value of Financial Instruments (Details 1) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value of Financial Instruments [Abstract] | |
Beginning Balance | |
Issuance of warrants | 156,725 |
Change in fair value of derivative liabilities | (64,366) |
Ending Balance | $ 92,359 |
Fair Value of Financial Instr49
Fair Value of Financial Instruments (Details 2) - Level 3 [Member] | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of assumptions utilized in valuation of Level 3 liabilities | |
Expected dividend yield | |
Minimum [Member] | |
Schedule of assumptions utilized in valuation of Level 3 liabilities | |
Risk-free interest rate | 1.72% |
Expected life | 3 years 10 months 25 days |
Expected volatility of underlying stock | 65.00% |
Maximum [Member] | |
Schedule of assumptions utilized in valuation of Level 3 liabilities | |
Risk-free interest rate | 1.92% |
Expected life | 4 years 10 months 25 days |
Expected volatility of underlying stock | 80.00% |
Common Stock (Details)
Common Stock (Details) - USD ($) | Jun. 09, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Common Stock (Textual) | ||||
Proceeds from exercise of stock options | $ 26,954 | $ 2,876 | ||
Fair value of stock issued | $ 3,930,078 | |||
Common Stock [Member] | ||||
Common Stock (Textual) | ||||
Exercise of common stock options, shares | 79,929 | 124,456 | ||
Proceeds from exercise of stock options | $ 7,916,620 | $ 23,954 | $ 2,876 | |
Selling and other offering expenses | $ 1,061,157 | |||
Sale of stock | 665,498 | |||
Sale of stock price per share | $ 7.50 | |||
Shares issued for services | 4,000 | |||
Fair value of stock issued | $ 67 | |||
Common stock raising | $ 4,991,235 | |||
Common Stock [Member] | Investor [Member] | ||||
Common Stock (Textual) | ||||
Shares issued for services | 4,000 | |||
Fair value of stock issued | $ 30,000 | |||
Common Stock [Member] | Accredited investors [Member] | ||||
Common Stock (Textual) | ||||
Sale of stock on a private placement , description | The Company also closed on a private placement pursuant to which it sold to accredited investors an aggregate of 557,216 units at $5.25 per unit, for aggregate proceeds of $2,925,385, before offering expenses of $2,500. Each unit consists of one share of common stock and a three-year warrant to purchase one share of common stock exercisable for $7.50 per share. |
Redeemable and Convertible Pr51
Redeemable and Convertible Preferred Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2017 | |
Series B-1 Preferred Stock [Member] | ||
Schedule of convertible preferred stock | ||
Shares Authorized | 1,862,500 | 0 |
Shares Issued and Outstanding | 1,662,104 | |
Par Value per Share | $ 0.0001 | $ 0.0001 |
Cumulative Dividends | $ 1,495,127 | |
Dividend Arrearage Per Share | $ 0.90 | |
Liquidation Preference Including Dividend Arrearage | $ 9,701,313 | |
Series A-1 Preferred Stock [Member] | ||
Schedule of convertible preferred stock | ||
Shares Authorized | 1,594,958 | 0 |
Shares Issued and Outstanding | 960,083 | |
Par Value per Share | $ 0.0001 | $ 0.0001 |
Cumulative Dividends | ||
Dividend Arrearage Per Share | ||
Liquidation Preference Including Dividend Arrearage | $ 4,740,066 |
Redeemable and Convertible Pr52
Redeemable and Convertible Preferred Stock (Details Textual) | 12 Months Ended |
Dec. 31, 2016shares | |
Series B-1 Preferred Stock [Member] | |
Redeemable and Convertible Preferred Stock (Textual) | |
Common stock shares issued | 1,662,104 |
Conversion of common stock, shares | 1,662,104 |
Series A-1 Preferred Stock [Member] | |
Redeemable and Convertible Preferred Stock (Textual) | |
Common stock shares issued | 960,083 |
Conversion of common stock, shares | 960,083 |
Stock Options and Restricted 53
Stock Options and Restricted Stock Units (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Stock Options and Restricted Stock Units (Textual) | |
Common stock options granted | shares | 91,600 |
Weighted-average exercise price | $ / shares | $ 2.42 |
Aggregate fair value of grant | $ | $ 135,000 |
Common stock granted restricted | shares | 46,500 |
Aggregate fair value awards grant | $ | $ 314,000 |
Warrants (Details)
Warrants (Details) - USD ($) | Jun. 09, 2017 | Sep. 30, 2017 | Jun. 30, 2017 |
Warrants (Textual) | |||
Warrants exercisable price per share | $ 7.50 | ||
Warrants outstanding purchase of common stock, Shares | 557,216 | ||
Warrants issued, description | The Company issued warrants that expire in 2021 for the purchase of 8,228 shares of stock at an exercise price of $6.47 per share. | ||
Warrants are fully vested, exercise price | $ 8.25 | ||
Warrants years of life | 5 years | ||
Fair value of the warrants derivative liability | $ 156,725 | $ 92,359 | $ 250,415 |
IPO selling agent [Member] | |||
Warrants (Textual) | |||
Purchase of warrants issued | 33,275 | ||
IPO [Member] | 2016 convertible promissory notes [Member] | |||
Warrants (Textual) | |||
Purchase of warrants issued | 799,349 | ||
Warrants years of life | 3 years | ||
IPO [Member] | 2015 convertible promissory notes [Member] | |||
Warrants (Textual) | |||
Purchase of warrants issued | 29,425 | ||
Warrants years of life | 5 years |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 09, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Private Placement [Member] | ||||
Related Party Transactions (Textual) | ||||
Common stock shares issued | 296,669 | |||
Share issue price | $ 5.25 | |||
Related party total percentage | 53.00% | |||
Common stock stockholders percentage | 5.00% | |||
GRE [Member] | ||||
Related Party Transactions (Textual) | ||||
Accounts payable and accrued expenses | $ 33,800 | $ 6,600 | ||
Charges for services | 214,000 | $ 113,000 | ||
Sales to related party | $ 102,000 | $ 24,500 |
Commitments and Contingencies56
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Commitments and Contingencies [Abstract] | ||||
Warranty expense | $ 12,903 | $ 16,705 | $ 28,031 | $ 22,821 |
Commitments and Contingencies57
Commitments and Contingencies (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Customers | Sep. 30, 2016USD ($)Customers | Dec. 31, 2016USD ($)Customers | |
Commitments and Contingencies (Textual) | ||||||
Revenue | $ 488,540 | $ 184,194 | $ 1,011,454 | $ 655,184 | ||
Contingently issuable shares, value | $ 26,000 | $ 2,922,885 | ||||
Revenues [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Concentration risk, percentage | 55.00% | 58.00% | ||||
Number of customers | Customers | 3 | 3 | ||||
Revenues [Member] | One Customer [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Concentration risk, percentage | 29.00% | 27.00% | ||||
Revenue | $ 258,200 | $ 170,100 | ||||
Revenues [Member] | Two Customers [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Concentration risk, percentage | 15.00% | 18.00% | ||||
Revenue | $ 130,600 | $ 113,700 | ||||
Revenues [Member] | Three Customer [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Concentration risk, percentage | 11.00% | 13.00% | ||||
Revenue | $ 101,700 | $ 83,600 | ||||
Accounts receivable [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Concentration risk, percentage | 90.00% | 80.00% | ||||
Number of customers | Customers | 6 | 4 | ||||
Accounts receivable [Member] | One Customer [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Concentration risk, percentage | 22.00% | 23.00% | ||||
Revenue | $ 57,500 | $ 26,100 | ||||
Accounts receivable [Member] | Two Customers [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Concentration risk, percentage | 20.00% | 23.00% | ||||
Revenue | $ 51,800 | $ 25,700 | ||||
Accounts receivable [Member] | Three Customer [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Concentration risk, percentage | 15.00% | 21.00% | ||||
Revenue | $ 37,500 | $ 24,500 | ||||
Accounts receivable [Member] | Four Customer [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Concentration risk, percentage | 15.00% | 13.00% | ||||
Revenue | $ 29,800 | $ 15,200 | ||||
Accounts receivable [Member] | Five Customer [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Concentration risk, percentage | 11.00% | |||||
Revenue | $ 28,800 | |||||
Accounts receivable [Member] | Six Customer [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Concentration risk, percentage | 10.00% | |||||
Revenue | $ 26,100 |