Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 07, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | 3DICON CORP | ||
Entity Central Index Key | 1,375,195 | ||
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 | Smaller Reporting Company | ||
Entity Public Float | $ 1,178,810 | ||
Trading Symbol | TDCP | ||
Entity Common Stock, Shares Outstanding | 1,481,754,533 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 594 | $ 8,811 |
Prepaid expenses | 44,854 | 1,825 |
Other intangible assets | 12,778 | 0 |
Due from related party | 0 | 5,000 |
Total current assets | 58,226 | 15,636 |
Property and equipment, net | 6,131 | 7,247 |
Other assets: | ||
Patents, net | 1,379,943 | 0 |
Goodwill | 166,000 | 0 |
Deposits-other | 2,315 | 0 |
Total other assets | 1,548,258 | 0 |
Total Assets | 1,612,615 | 22,883 |
Current liabilities: | ||
Notes and debentures payable | 114,259 | 0 |
Accounts payable and accrued expenses | 351,143 | 24,516 |
Accrued interest payable - related party | 71,309 | 3,048 |
Accrued interest payable | 17,615 | 0 |
Total current liabilities | 554,326 | 27,564 |
Long term debt: | ||
Notes payable - related party | 1,054,325 | 130,572 |
Total Liabilities | 1,608,651 | 158,136 |
Stockholders' equity (deficiency): | ||
Common stock $0.0002 par value, 1,500,000,000 shares authorized; 1,481,754,533 and -0- shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 296,351 | 0 |
Additional paid-in capital | 586,336 | (952) |
Accumulated deficit | (880,104) | (135,253) |
Total Stockholders' Equity (Deficiency) | 3,964 | (135,253) |
Total Liabilities and Stockholders' Equity (Deficiency) | 1,612,615 | 22,883 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficiency): | ||
Preferred Stock Value | 69 | 0 |
Total Stockholders' Equity (Deficiency) | 69 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' equity (deficiency): | ||
Preferred Stock Value | 1,312 | 952 |
Total Stockholders' Equity (Deficiency) | $ 1,312 | $ 952 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock, par value (in dollars per share) | $ 0.0002 | $ 0.0002 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 1,481,754,533 | 0 |
Common stock, shares outstanding | 1,481,754,533 | 0 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0002 | $ 0.0002 |
Preferred Stock, Shares Authorized | 500,000 | 500,000 |
Preferred Stock, Shares Issued | 345,000 | 0 |
Preferred Stock, Shares Outstanding | 345,000 | 0 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0002 | $ 0.0002 |
Preferred Stock, Shares Authorized | 6,600,000 | 6,600,000 |
Preferred Stock, Shares Issued | 6,558,345 | 4,760,872 |
Preferred Stock, Shares Outstanding | 6,558,345 | 4,760,872 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Income: | ||
Revenue | $ 0 | $ 0 |
Expenses: | ||
Research and development | 4,798 | 300,985 |
General and administrative | 118,655 | 383,784 |
Interest | 11,800 | 60,082 |
Total expenses | 135,253 | 744,851 |
Net loss | $ (135,253) | $ (744,851) |
Loss per share: | ||
Basic and diluted (in dollars per share) | $ (0.002) | |
Weighted average shares outstanding, basic and diluted (in shares) | 372,462,888 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($) | Total | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance at Jun. 01, 2015 | $ 0 | $ 0 | $ 952 | $ 0 | $ (952) | $ 0 |
Balance (in shares) at Jun. 01, 2015 | 0 | 4,760,872 | 0 | |||
Net loss for the period | (135,253) | $ 0 | $ 0 | $ 0 | 0 | (135,253) |
Balance at Dec. 31, 2015 | (135,253) | $ 0 | $ 952 | $ 0 | (952) | (135,253) |
Balance (in shares) at Dec. 31, 2015 | 0 | 4,760,872 | 0 | |||
3DIcon's equity at the time of the reverse acquisition | 884,068 | $ 69 | $ 360 | $ 296,351 | 587,288 | 0 |
3DIcon's equity at the time of the reverse acquisition (in shares) | 345,000 | 1,797,473 | 1,481,754,533 | |||
Net loss for the period | (744,851) | $ 0 | $ 0 | $ 0 | 0 | (744,851) |
Balance at Dec. 31, 2016 | $ 3,964 | $ 69 | $ 1,312 | $ 296,351 | $ 586,336 | $ (880,104) |
Balance (in shares) at Dec. 31, 2016 | 345,000 | 6,558,345 | 1,481,754,533 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (135,253) | $ (744,851) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 558 | 1,116 |
Amortization | 0 | 27,279 |
Change in: | ||
Prepaid expenses | (1,825) | 3,484 |
Accounts payable and accrued liabilities | 27,564 | 140,172 |
Net cash used in operating activities | (108,956) | (572,800) |
Cash Flows from Investing Activities | ||
Cash acquired in reverse acquisition | 0 | 75,687 |
Purchase of property and equipment | (7,805) | 0 |
Net payments from (advances to) related party | (5,000) | 5,000 |
Purchase of intangible assets | 0 | (20,000) |
Net cash provided by (used in) investing activities | (12,805) | 60,687 |
Cash Flows from Financing Activities | ||
Payments on insurance premium financing | 0 | (15,364) |
Proceeds from notes payable-related party | 130,572 | 519,260 |
Net cash provided by financing activities | 130,572 | 503,896 |
Net change in cash | 8,811 | (8,217) |
Cash, beginning of period | 0 | 8,811 |
Cash, end of period | 8,811 | 594 |
Supplement Disclosure of Cash flow Information | ||
Cash paid during the year for interest | 8,752 | 290 |
Non-cash investing activities | ||
Share exchange transaction | $ 0 | $ 884,068 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 Summary of Significant Accounting Policies 3DIcon Corporation (“3DIcon”) was incorporated on August 11, 1995, under the laws of the State of Oklahoma as First Keating Corporation. The articles of incorporation were amended August 1, 2003 to change the name to 3DIcon Corporation. The initial focus of First Keating Corporation was to market and distribute books written by its founder, Martin Keating. During 2001, First Keating Corporation began to focus on the development of 360-degree holographic technology. From January 1, 2001, 3DIcon’s primary activity has been the raising of capital in order to pursue its goal of becoming a significant participant in the development, commercialization and marketing of next generation 3D display technologies. Coretec Industries, LLC (“Coretec”), a wholly owned subsidiary of 3DIcon (collectively the “Company”), was organized on June 2, 2015 in the state of North Dakota. Coretec is currently developing, testing, and providing new and/or improved technologies, products, and service solutions for energy-related industries including, but not limited to oil/gas, renewable energy, and distributed energy industries. Many of these technologies and products also have application for medical, electronic, photonic, display, and lighting markets among others. Early adoption of these technologies and products is anticipated in markets for energy storage (Li-ion batteries), renewable energy (BIPV), and electronics (Asset Monitoring). On May 31, 2016, 3DIcon entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Coretec and four Coretec members (the “Members”), which Members held all outstanding membership interests in Coretec. On September 30, 2016 (the “Closing Date”), the Company closed the transaction contemplated by the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, the Members agreed to sell all their membership interests in Coretec to 3DIcon in exchange for 3DIcon’s issuance of an aggregate 4,760,872 65 Under accounting principles generally accepted in the United States of America (“U.S. GAAP”), the acquisition is treated as a “reverse acquisition” under the purchase method of accounting (see Note 2). The consolidated statements of operations herein reflect the historical results of Coretec prior to the completion of the reverse acquisition since it was determined to be the accounting acquirer, and do not include the historical results of operations for 3DIcon prior to the completion of the acquisition. The pre-merger December 31, 2015 balance sheet presented herein reflects the assets and liabilities of Coretec. 3DIcon’s assets and liabilities were consolidated with the assets and liabilities of Coretec as of the September 30, 2016 consummation of the acquisition and are included in the consolidated balance sheet as of December 31, 2016. The number of shares issued and outstanding and additional paid-in capital of 3DIcon have been retroactively adjusted to reflect the equivalent number of shares issued by 3DIcon in the Share Exchange Agreement, while Coretec’s historical members’ deficit is being carried forward as the Company’s accumulated deficit. All costs attributable to the reverse merger were expensed. The consolidated balance sheet as of December 31, 2016 includes the accounts of 3DIcon and its wholly owned subsidiary, Coretec. The consolidated balance sheet as of December 31, 2015 reflects only the assets and liabilities of Coretec. The consolidated statements of operations and cash flows for the year ended December 31, 2016 include the accounts of Coretec for the entire year and the accounts of 3DIcon from September 30, 2016, the acquisition date, to December 31, 2016. The consolidated statements of operations and cash flows for the period from inception (June 2, 2015) to December 31, 2015 include the accounts of Coretec. Intercompany transactions and balances have been eliminated in consolidation. Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used. Property and equipment are recorded at cost. Depreciation is recorded over the estimated useful lives using the straight-line method. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized. Asset Description Estimated Lives Furniture and fixtures 7 Intangible assets consist primarily of acquired patents. The Company acquired $ 1,400,000 Goodwill was acquired with the reverse merger discussed in Note 1 and Note 2. The Company evaluates the carrying value of goodwill on an annual basis and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying amount. When assessing whether goodwill is impaired, management considers first a qualitative approach to evaluate whether it is more likely than not the fair value of the goodwill is below its carrying amount; if so, management considers a quantitative approach by analyzing changes in performance and market based metrics as compared to those used at the time of the initial acquisition. For the periods presented, no impairment charges were recognized. Long-lived assets, such as property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third party independent appraisals, as considered necessary. The following methods and assumptions were used to estimate the fair value of each class of financial instrument held by the Company: Current assets and current liabilities Notes payable Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Since the Closing Date of the Share Exchange Agreement occurred on September 30, 2016 and no common stock was issued to Coretec in the reverse acquisition, the Company did not compute weighted average common shares outstanding for the period from inception (June 2, 2015) to December 31, 2015. December 31, 2016 2015 Options 22,973,131 - Warrants 19,568,318 - Series A convertible preferred stock 34,500,000 - Series B convertible preferred stock 12,552,672,330 9,112,309,008 Convertible debentures 8,014,940,004 - Total potentially dilutive shares 20,644,653,783 9,112,309,008 Research and development costs are expensed as incurred. Research and development costs amounted to approximately $ 301,000 5,000 The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Prior to the reverse acquisition, Coretec elected to be taxed as a Partnership for federal and state income tax purposes. Under this election substantially all of the profits, losses, credits and deductions of Coretec were passed through to the individual members. Therefore, prior to the reverse acquisition, no provision or liability for income taxes has been included in these consolidated financial statements. Prior to the reverse acquisition, 3DIcon’s tax benefits were fully offset by a valuation allowance due to the uncertainty that the deferred tax assets would be realized. Management considers the likelihood of changes by taxing authorities in its filed income tax returns and recognizes a liability for or discloses potential changes that management believes are more likely than not to occur upon examination by tax authorities. Management has not identified any uncertain tax positions in filed income tax returns that require recognition or disclosure in the accompanying consolidated financial statements. The following is a summary of recent accounting pronouncements that are relevant to the Company: In February 2016, the FASB issued accounting standards update (ASU) No. 2016-02, Leases (Topic 842) In April 2015, the FASB issued ASU 2015-03, Interest Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs The FASB has issued ASU 2014-09, Revenue from Contracts with Customers The FASB has issued ASU 2014-12, Compensation - Stock Compensation (ASC Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU explicitly requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist which raise substantial doubt about an entity’s ability to continue as a going concern and to provide related disclosures. The standard is effective for annual periods ending after December 15, 2016, and annual and interim periods thereafter, with early adoption permitted. The adoption of this standard did not have a material impact on the Company's consolidated financial position and results of operations. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment The Company has realized a cumulative net loss of $ 880,104 496,100 The ability of the Company to continue as a going concern depends on the successful completion of the Company's capital raising efforts to fund the development of its planned products. The Company intends to continue to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Under the terms of the Golden State Equity Investors, Inc (“Golden State”) 4.75 1 381.50 4.75 4.75 9.99 85.71 4.75 857 327,000 1,481,754,533 1,500,000,000 18,245,467 |
Share Exchange Agreement
Share Exchange Agreement | 12 Months Ended |
Dec. 31, 2016 | |
Share Exchange Agreement [Abstract] | |
Share Exchange Agreement | Note 2 Share Exchange Agreement On May 31, 2016, 3DIcon entered into a Share Exchange Agreement with Coretec and its Members, which Members held all outstanding membership interests in Coretec. Pursuant to the Share Exchange Agreement, the Members agreed to sell all their membership interests in Coretec to 3DIcon in exchange for 3DIcon’s issuance of an aggregate 4,760,872 shares of 3DIcon’s Series B Convertible Preferred Stock to the Members. Upon the closing of the Share Exchange Agreement on the Closing Date, considering any preferred stock on an “as converted” basis, approximately 65 35 65 Consummation of the Exchange was subject to customary conditions, including without limitation, (i) Coretec’s delivery to 3DIcon a representation letter attesting to each of the Members’ or their designees’ status as an “accredited investor;” (ii) Coretec’s delivery to 3DIcon a letter agreement executed by each of the Members or their designees, if any, agreeing to automatically convert the shares of Series B Preferred issued to them pursuant to the Share Exchange Agreement upon the occurrence of certain events; (iii) Coretec’s delivery to 3DIcon a lock up agreement executed by each of the Members or their designees, if any, in the form attached to the Share Exchange Agreement; (iv) Coretec’s delivery to 3DIcon a license agreement between Coretec and North Dakota State University allowing Coretec to license certain intellectual property concerning cyclohexasilane or other silicon-based materials; (v) the delivery to 3DIcon of the required Coretec audited and unaudited financial statements; and (vi) delivery by 3DIcon and Coretec all required consents to consummate all transactions contemplated by the Share Exchange Agreement. The Company engaged a law firm to prepare the necessary documents for the Share Exchange Agreement, including resolutions of the entities authorizing the closing, preparation and filing of Form 14F, and filing of the Form 8K. As of December 31, 2016, the law firm had completed the engagement and the Company has expensed $100,000, $75,000 of which was recoginized in the financial statements of 3DIcon prior to the September 30, 2016 Share Exchange Agreement. The Company has a complex equity structure which includes two series of preferred stock, common stock, warrants and options. The acquisition date fair value of the consideration transferred was calculated as follows: Company enterprise value $ 1,378,026 Less: interest bearing debt (493,958) Company equity value $ 884,068 The fair value of the assets acquired and liabilities assumed at the closing date were based on management estimates, except for the patents which were valued by an independent valuation expert. Based upon the preliminary purchase price allocation, the following table summarizes the estimated provisional fair value of the assets acquired and liabilities assumed at the date of acquisition: Cash $ 75,687 Prepaid expenses 46,513 Due from related party 52,019 Patents 1,400,000 Deposits 2,315 Total assets acquired at fair value 1,576,534 Accounts payable and accrued expenses 364,508 Notes payable 89,465 Notes payable - related party 404,493 Total liabilities assumed 858,466 Total identifiable net assets 718,068 Goodwill 166,000 Total preliminary purchase consideration $ 884,068 The purchase price exceeded the fair value of the net assets acquired by approximately $ 166,000 In connection with the reverse acquisition, the Company incurred approximately $ 110,000 The following unaudited pro forma results for the year ended December 31, 2016 and for the period from inception (June 2, 2015) to December 31, 2015 summarizes the consolidated results of operations of the Company, assuming the reverse acquisition had occurred on January 1, 2015 and after giving effect to the reverse acquisition adjustments, including amortization of tangible and intangible assets acquired in the transaction: For the Period from For the Year Ended Inception (June 2, 2015) to December 31, 2016 December 31, 2015 Net revenues $ - $ - Net loss $ (1,464,491) $ (1,115,897) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3 Property and Equipment Property and equipment consists of the following: December 31, Decmber 31, 2016 2015 Furniture and fixtures $ 7,805 $ 7,805 Less: Accumulated depreciation (1,674) (558) Totals $ 6,131 $ 7,247 Depreciation expense amounted to $1,116 and $558 for the year ended December 31, 2016 and for the period from inception (June 2, 2015) to December 31, 2015, respectively. |
Patents
Patents | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | Note 4 Patents The following table sets forth patents: December 31, 2016 December 31, 2015 Gross Gross Carrying Accumulated Net Book Carrying Accumulated Net Book Useful Life Amount Amortization Value Amount Amortization Value In Years Patents $ 1,400,000 $ (20,057) $ 1,379,943 $ - $ - $ - 17.45 The patents were acquired with the September 30, 2016 reverse acquisition (see Note 2), therefore amortization expense is reflected for the three-month period ended December 31, 2016. Amortization expense for the next five fiscal years and thereafter is expected to be approximately $80,000 annually through the year ended December 31, 2034. |
Debentures and Notes Payable
Debentures and Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debentures and Notes Payable | Note 5 Debentures and Notes Payable December 31, December 31, 2016 2015 Notes and debentures payable: 5.25% Insurance premium finance agreement, due June 2017 $ 24,794 $ - 9% Promissory note due June 2017 25,341 - 4.75% Convertible debenture due June 2017 64,124 - Total notes and debentures payable $ 114,259 $ - Notes payable - related party: 14% Term loan due June 2018 $ 213,993 $ - 14% Term loan due June 2018 440,500 - 14% Term loan due June 2018 399,832 130,572 Total notes payable - related party $ 1,054,325 $ 130,572 5.25% Insurance premium finance agreement, due June 2017 On August 17, 2016 40,158 4,112 5.2 24,794 9% Promissory note due June 2017 On April 26, 2016, 3DIcon signed a 9% Promissory Note with Golden State in the amount of $ 40,000 300 14,659 4.75 25,341 4.75% Convertible debenture due June 2017 On November 3, 2006, 3DIcon issued to Golden State a 4.75% convertible debenture in a principal amount of $ 100,000 28,571 381.50 0.70 135 14% Term loan due June 2018, related party On April 18 2016, 3DIcon entered into an unsecured loan agreement whereby Carlton James North Dakota Limited ("CJNDL”) agreed to provide 3DIcon a loan facility of up to $ 100,000 1.167 213,993 113,993 14% Term loan due June 2018, related party On February 24, 2016, 3DIcon entered into an unsecured loan agreement whereby Victor Keen, former CEO of 3DIcon (“Keen”) agreed to provide 3DIcon a loan facility of up to $ 300,000 1.167 440,500 136,000 276,500 14% Term loan due June 2018, related party In June 2015, Coretec obtained a $ 500,000 500,000 1.167 399,832 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 6 Commitments The Company entered into a consulting agreement dated July 15, 2016 with Mr. Phillip Boudjouk in the area of working as a scientific and technical consultant. The Company anticipates that Mr. Boudjouk’s work under this consulting agreement will be performed for the Company, in support of their business development, research, development, and commercialization activities. The consulting agreement was effective as of July 15, 2016 and shall continue in full force and effect through July 14, 2017. The Company shall pay Mr. Boudjouk a fee of $ 7,000 40,000 The Company entered into a one-year Independent Consulting Agreement with Concordia Financial Group (“Concordia”) effective August 1, 2016, and month-to-month thereafter. Under the terms of the agreement Concordia will provide business strategy services by assisting the Company by reviewing and evaluating the Company's plans, personnel, board composition, technology, development of business models, building financial models for projections, developing materials to describe the Company, developing capital sources and assisting and advising the Company in its financial negotiations with capital sources. Concordia also advises with respect to effective registration of offerings of Company securities, the management team, the Company's development of near and long-term budgets, marketing strategies and plans, and assists in presentations related to the above services. Concordia is paid an hourly fee of $ 185 21,830 0 The Company entered into a Sponsored Research Agreement (“SRA”) dated August 14, 2015 with North Dakota State University Research Foundation (“NDSU/RF”). With the proposed research for this project, NDSU/RF plans to make prototypical compounds and materials from Cyclohexasilane (“CHS”) and CHS derivatives with the potential; 1) to act as efficient photoactive materials for solar cells, 2) to serve in electro active devices for optimization of current and voltage performance, 3) to perform at high levels of efficiency as silicon anodes in lightweight batteries (silicon has more than 11 times the capacity of carbon in the ubiquitous carbon based batteries), and, 4) to be incorporated into to specialty inks for printed electronics applications. The research was conducted August 14, 2015 through August 31, 2016. The Company agreed to reimburse NDSU/RF for all costs incurred in performing the research up to a maximum amount of $ 70,000 120,000 190,000 84,247 4,798 100,955 Effective June 16, 2016, (the "Effective Date") Coretec (“Licensee”) and NDSU/RF signed an Exclusive License agreement (the “NDSU/RF Agreement") to have certain intellectual property rights (the “Patent Rights”), owned by NDSU/RF, developed and commercialized. Under the terms of the NDSU/RF Agreement, NDSU/RF granted Coretec an exclusive license to make, have made, use, sell, or any combination of the foregoing, Licensed Products and Licensed Processes in the Field of Use and the Licensed Territory as defined in the NDSU/RF Agreement. Additionally NDSU/RF granted to Licensee a limited exclusive eighteen month option (the “Option Term”) to license Optioned Technologies' Patent Rights (“Optioned Technologies”), as described in the NDSU/RF Agreement. Licensee may only undertake technical, economic, and commercial evaluation of each optioned patent during the Option Term. Such evaluation by Licensee shall only be to determine if Licensee exercises its option and negotiates a license to such patent(s) as a Licensed Technology under the NDSU/RF Agreement and not to develop intellectual property or patents during the Option Term. Licensee agreed to actively and diligently evaluate Optioned Technologies so as to determine and report to NDSU/RF the status and progress toward the licensing of each patent listed in the NDSU/RF Agreement during the Option Term. If Licensee decides to not pursue any further evaluation of any patent or patent application of Optioned Technology Patent Rights in any quarter or during the previous quarter has not carried out any evaluation activities on any such patent or patent application, then any such patent or patent application shall be deleted from the NDSU/RF Agreement at the end of such quarter and all rights to such deleted Patent Rights shall revert to NDSU/RF. In consideration for signing the NDSU/RF Agreement, Coretec agreed to pay NDSU/RF a license issue fee of $ 25,000 25,000 3,000,000 6 50 227,111 227,111 a. Twenty-five thousand dollars ($ 25,000 b. Quarterly payments of twenty-five thousand dollars ($ 25,000 In regards to the Optioned Technologies, in the event Coretec exercises its option on the Optioned Technology, Coretec agreed to reimburse NDSU/RF for all prior invoiced patenting expenses (not to exceed $ 240,332 a. Twenty-five thousand dollars ($ 25,000 b. Quarterly payments of twenty-five thousand dollars ($ 25,000 Beginning April 1, 2016 and during the Option Period, Licensee also agreed to reimburse NDSU/RF for all ongoing and future patenting expenses ("OT On-going Expenses") pertaining to Optioned Technologies accrued and invoiced after April 1, 2016. OT On-going Expenses of Optioned Technologies are to be reimbursed within thirty (30) days of being invoiced. Licensee may terminate this NDSU/RF Agreement at any time by providing at least six (6) months written, unambiguous notice of such termination to NDSU/RF. Licensee shall remain obligated to pay all amounts due NDSU/RF through the effective date of the termination. During the year ended December 31, 2016, Coretec recognized expense of $ 136,420 As of December 31, 2016, the remaining balance of the LT Prior Expenses to be paid under the terms of the agreement is $ 177,111 As of the date of filing, the Company has not exercised the Optioned Technologies. The option term expires on December 16, 2017. Supply Agreement On December 13, 2016, the Company entered into a Supply Agreement (the “Supply Agreement”) with Gelest Inc., a Pennsylvania corporation (“Gelest”). This Supply Agreement is for the purchase and sale of CHS (or the “Products”) as set forth in the Supply Agreement, pursuant to which the Company agrees to use Gelest as a primary source to manufacture the Products for the duration of three years from the effective date. An initial estimate of pricing for the Products is set forth in the Supply Agreement, which varies from $ 28 35 Under the terms of the Supply Agreement, Gelest will scale-up production of CHS, within their available capacity of 12-18 Kg per year, and further optimize the manufacturing process licensed by the purchaser from NDSU/RF. The term of this project is 90 days from the receipt of the first installment of YSi6Cl14 salt from the purchaser. The cost for scale-up and manufacturing optimization is $ 180,000 18,000 162,000 |
Preferred Stock, Warrants and O
Preferred Stock, Warrants and Options | 12 Months Ended |
Dec. 31, 2016 | |
Common Stock, Including Additional Paid In Capital, Net Of Discount [Abstract] | |
Preferred Stock, Warrants and Options | Note 7 Preferred Stock, Warrants and Options The terms of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Warrants are as follows: Series A Convertible Preferred Stock A total of 500,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) have been authorized for issuance under the Certificate of Designation of Preferences, Rights and Limitation of Series A Convertible Preferred Stock of 3DIcon Corporation (the “Certificate of Designation”), which Certificate of Designation was filed with the Secretary of State of the State of Oklahoma on December 11, 2013. The shares of Series A Preferred Stock have a par value of $0.0002 per share and a stated value of $1.00 per share (the “Stated Value”), and shall receive a dividend of 6% of their Stated Value per annum payable or upon conversion or redemption of Series A Preferred at the option of the Corporation. We have not paid any cash or stock dividends to the holders of our Series A Preferred. As of December 31, 2016 dividends in arrears totaled approximately $66,000. Under the Certificate of Designation, the holders of the Series A Preferred Stock have the following rights, preferences and privileges: The Series A Preferred Stock may, at the option of the Investor, be converted at any time after the first anniversary of the issuance of the Series A Preferred Stock or from time to time thereafter into 50,000,000 shares of Common Stock that such investor is entitled to in proportion to the 500,000 shares of Series A Preferred so designated in the Certificate of Designation. The Series A Preferred Stock will automatically be converted into Common Stock anytime the 5 day average VWAP of the Company’s Common Stock prior to such conversion is equal to $0.05 or more. Such mandatory conversion would be converted by the same method described above for discretionary conversions. Except as otherwise required by law, the holders of shares of Series A Preferred Stock shall not have voting rights or powers. In the event of any (i) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or ii) sale, merger, consolidation, reorganization or other transaction that results in a change of control of the Company, each holder of a share of Series A Preferred shall be entitled to receive, subject to prior preferences and other rights of any class or series of stock of the Company senior to the Series A Preferred, but prior and in preference to any distribution of any of the assets or surplus funds of the Company to holders of Common Stock, or any other class or series of stock of the Company junior to the Series A Preferred, an amount equal to the Stated Value plus accrued and unpaid dividends (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Preference Amount”). After such payment has been made to the holders of Series A Preferred of the full Preference Amount to which such holders shall be entitled, the remaining net assets of the Company available for distribution, if any, shall be distributed pro rata among the holders of Common Stock. In the event the funds or assets legally available for distribution to the holders of Series A Preferred are insufficient to pay the Preference Amount, then all funds or assets available for distribution to the holders of capital stock shall be paid to the holders of Series A Preferred pro rata based on the full Preference Amount to which they are entitled. The Company may not declare, pay or set aside any dividends on shares of any class or series of capital stock of the Company (other than dividends on shares of Common Stock payable in shares of Common Stock) unless the holders of the Series A Preferred Stock shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred in an amount equal to the dividend per share that such holders would have received had they converted their shares of Series A Preferred into shares of Common Stock immediately prior to the record date for the declaration of the Common Stock dividend in an amount equal to the average VWAP during the 5 trading days prior to the date such dividend is due. In regards to the implications of the Exchange Transaction on Section 6 of the Series A Certificate of Designation (“COD”), the Company’s position is that a “Liquidity Event” as defined in Section 6(b) of the COD, as the concept was intended by all the Company and investors purchasing the shares, has not occurred. Series A Warrants Each Unit under the Securities Purchase Agreement consists of warrants entitling the investor to purchase fifty (50) shares of Common Stock for each share of Series A Preferred purchased by such investor in the Private Placement, at an initial exercise price per share of $0.0055. The exercise price and number of shares of Common Stock issuable under the warrants are subject to adjustments for stock dividends, splits, combinations and similar events. On or after the first anniversary of the issuance of the warrants and prior to close of business on the fourth anniversary of the issuance of the warrants, the warrants may be exercised at any time upon the election of the holder, provided however, that an investor may at any given time convert only up to that number of shares of Common Stock so that, upon conversion, the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of such investor and all persons affiliated with such investor, is not more than 4.99% of the Company’s Common Stock then outstanding (subject to adjustment up to 9.99% at the investor’s discretion upon 61 days’ prior notice). Series B Convertible Preferred Stock On March 22, 2016, 3DIcon filed with the Secretary of State of the State of Oklahoma a Certificate of Designation (the “Certificate of Designation”), setting for the Preferences, Rights and Limitation of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred”). The Two Million (2,000,000) shares of Series B Preferred designated under the Certificate of Designation have a stated value of $1.00 per share (the “Stated Value”). Under the Certificate of Designation, the holders of the Series B Preferred have the following rights, preferences and privileges: The holders of Series B Preferred are not entitled to receive dividends but have voting rights equal to the number of shares of the Company’s Common Stock into which their Series B Preferred can be converted, whether or not the shares are available for issuance. At the option of the holder, Series B Preferred may be converted in whole or in part, from time to time, into One Thousand Nine Hundred Fourteen (1,914) shares of Common Stock. The Series B Preferred Stock will automatically be converted into Common Stock if (i) at anytime the 5 day average VWAP of the Company’s Common Stock prior to such automatic conversion is equal to $0.10 or more; or (ii) the Company enters into a transaction for which the Company enters into a share exchange agreement or agreement and plan of merger, which agreement is executed within ninety (90) days after the date of the Certificate of Designation and pursuant to which the Company thereafter becomes a consolidated company with another entity, and the Company issues equity securities of the Company. Such automatic conversion would be converted by the same method described above for discretionary conversions. In the event of any i) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or ii) sale, merger, consolidation, reorganization or other transaction that results in a change of control of the Company, each holder of a share of Series B Preferred shall be entitled to receive, subject to prior preferences and other rights of any class or series of stock of the Company senior to the Series B Preferred, but prior and in preference to any distribution of any of the assets or surplus funds of the Company to holders of Common Stock, or any other class or series of stock of the Company junior to the Series B Preferred, an amount equal to the Stated Value (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Preference Amount”). After such payment has been made to the holders of Series B Preferred of the full Preference Amount to which such holders shall be entitled, the remaining net assets of the Company available for distribution, if any, shall be distributed pro rata among the holders of Common Stock. In the event the funds or assets legally available for distribution to the holders of Series B Preferred are insufficient to pay the Preference Amount, then all funds or assets available for distribution to the holders of capital stock shall be paid to the holders of Series B Preferred pro rata based on the full Preference Amount to which they are entitled. On September 30, 2016, 3DIcon filed with the Secretary of State of the State of Oklahoma a Certificate of Amendment to the Certificate of Designation, increasing the number of authorized shares of Series B Preferred Stock from 2,000,000 shares to 6,600,000 shares. Pursuant to the Share Exchange Agreement (see Note 2), 3DIcon issued 4,760,872 shares of 3DIcon’s Series B Convertible Preferred Stock in the reverse acquisition of Coretec. Golden State and Other Warrants As of December 31, 2016, Golden State has warrants outstanding to purchase 18,318 shares of common stock at a price of $381.50 per share which expire December 31, 2016, subsequently extended to June 1, 2017. Global Capital has warrants outstanding to purchase 300,000 shares of common stock at a price of $0.0032 per shares which expire on March 31, 2019. Additionally, from the Series A preferred stock issuance, there are 6,000,000 warrants outstanding to purchase common shares at $0.0055 per share which expire December 31, 2017 and 13,250,000 warrants outstanding that were issued to Victor Keen, Co-Chairman of the Board of Directors of the Company, which expire on January 17, 2018. Warrants Summary The following table summarizes the Company’s warrant activity during the year ended December 31, 2016: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2015 19,789,516 0.40 Granted - - Expired (221,121 ) 3.15 Exercised (77 ) 381.50 Outstanding, December 31, 2016 19,568,318 $ 0.36 1.0 $ - Exercisable, December 31, 2016 19,568,318 $ 0.36 1.0 $ - The following table summarizes the Company’s warrants as of December 31, 2016: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 0.0055 19,250,000 1.0 19,250,000 $ 0.0032 300,000 2.2 300,000 $ 381.50 18,318 0.4 18,318 19,568,318 1.0 318,318 Options Summary Stock options for employees, directors or consultants that vest immediately, are valued at the date of award, which does not precede the approval date, and compensation cost is recognized in the period the options are vested. Stock options generally become exercisable on the date of grant and expire based on the terms of each grant. The estimated fair value of options for common stock granted was determined using the Black-Scholes option pricing model. The expected dividend yield is based on the average annual dividend yield as of the grant date. Expected volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option is based on historical exercise behavior and expected future experience. The following table summarizes the Company’s option activity during the year ended December 31, 2016: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2015 23,030,274 $ 0.08 Granted - - Expired (57,143 ) 1.08 Exercised - - Outstanding, December 31, 2016 22,973,131 $ 0.08 1.6 $ - Exercisable, December 31, 2016 22,973,131 $ 0.08 1.6 $ - The following table summarizes the Company’s options as of December 31, 2016: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.01 20,000,000 1.3 20,000,000 $ 0.18 1,314,959 3.5 1,314,959 $ 0.23 1,034,739 5.5 1,034,739 $ 0.35 342,856 0.6 342,856 $ 1.40 169,534 4.4 169,534 $ 1.93 46,428 1.8 46,428 $ 8.40 58,901 1.2 58,901 $ 35.00 5,714 1.3 5,714 22,973,131 1.6 22,973,131 |
Incentive Stock Plan
Incentive Stock Plan | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive Stock Plan | Note 8 Incentive Stock Plan In March 2014, the 3DIcon Corporation 2014 Equity Incentive Plan (the “2014 EIP”) was established. The total number of shares of stock which may be purchased or granted directly by options, stock awards or restricted stock purchase offers, or purchased indirectly through exercise of options granted under the 2014 EIP shall not exceed fifty million (50,000,000) 750,103 In March 2015, the 3DIcon Corporation 2015 Equity Incentive Plan (the “2015 EIP”) was established. The total number of shares of stock which may be purchased or granted directly by options, stock awards or restricted stock purchase offers, or purchased indirectly through exercise of options granted under the 2015 EIP shall not exceed eighty-five million (85,000,000) 142,244 . |
Office Lease
Office Lease | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Office Lease | Note 9 Office Lease The Company entered into a lease agreement in June 2015 for office space in North Dakota that will expire in November 2017. The Company has an amended office lease in Tulsa, Oklahoma that will expire on July 31, 2018. At December 31, 2016, the minimum future lease payments to be paid under the non-cancellable leases are payable as follows: 2017 $ 44,000 2018 13,000 Rent expense for operating leases was $ 28,000 13,000 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 Related Party Transactions As of December 31, 2015 the Company advanced $ 5,000 The Company entered into a consulting agreement dated July 7, 2015 with Mr. Doug Freitag, who became the Company’s CEO on October 1, 2016. Mr. Freitag’s field of consultation was in the area of working as a federal business and private sector business consultant and technical consultant. The work under this consulting agreement was performed for the Company, in support of business development, research, development, and commercialization activities. The consulting agreement was effective as of July 2015 and continued in full force through July 2016 and will continue monthly thereafter, unless terminated under the terms of the agreement. On October 1, 2016, the Company entered into a consulting agreement with Mr. Doug Freitag which replaces the previous agreement but the terms are identical. The consulting agreement was effective as of October 1, 2016 and continued in full force and effect through December 31, 2016. The Company paid Mr. Freitag a fee of $185 per hour. The Company entered into a third consulting agreement on January 1, 2017 with Mr. Freitag. Under the terms of the one year agreement, Mr. Freitag’s fee is $ 194 The Company paid Mr. Freitag a fee of $100,517 for the year ended December 31, 2016 and $ 13,198 At September 30, 2016, pursuant to the Share Exchange Agreement, the Company had an aggregate balance of $ 300,500 440,500 As of December 31, 2016, accrued interest related to the $ 300,000 14 20,517 During the year ended December 31, 2016, CJNDL, a company owned by Mr. Simon Calton, a director of the Company, advanced $613,825 to the Company under the terms of two loans, which are included in term loans (see Note 5). As of December 31, 2016, accrued interest related to the $500,000 and $100,000 14% Term loans due June 2018 amounted to $50,791 and interest expense was $42,738 and $11,800 during the year ended December 31, 2016 and the period from inception (June 2, 2015) to December 31, 2015, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 Subsequent Events Authorization of Name Change On February 21, 2017, the Board unanimously approved the proposal to seek stockholder approval and authorization to amend the Company’s Certificate of Incorporation to change the name of the Company to “The Coretec Group Inc.” (the “Name Change”) and thereafter change its trading symbol to a trading symbol resembling the name of the Company following the Name Change. On February 21, 2017, a majority of the Company’s stockholders adopted resolutions by written consent authorizing the Board to undertake the Name Change. This Name Change will become effective immediately upon the Company’s filing of the Name Change Amendment with the Secretary of State of the State of Oklahoma. Authorization of Reverse Stock Split On February 21, 2017 (the “Record Date”), the Board of Directors unanimously approved, and a majority of the Company’s stockholders, as of the Record Date, approved by written consent pursuant to Section 18-1073 of the Oklahoma Act, to permit the Company’s Board of Directors, in its sole discretion, to effectuate one or more consolidations of the issued and outstanding shares of common stock at some future date no later than the first anniversary of the Record Date, pursuant to which the shares of common stock would be combined and reclassified into one validly issued fully paid and non-assessable share of common stock at a ratio (the “Reverse Split Ratio”) within the range of 1-for-50 and up to 1-for-300 (the “Reverse Split Range”), with each stockholder otherwise entitled to receive a fractional share of common stock as a result of the Reverse Stock Split. If effectuating a Reverse Stock Split pursuant to the minimum stated Reverse Split Ratio, each 50 shares of the Company’s issued and outstanding common stock will be automatically converted into 1 share of common stock. If effectuating a Reverse Stock Split pursuant to the maximum stated Reverse Split Ratio, each 300 shares of our issued and outstanding common stock will be automatically converted into 1 share of common stock. Debentures Payable Subsequent to December 31, 2016, Golden State extended their debenture and note payable to June 1, 2017. Subsequent to December 31, 2016, Mr. Victor Keen advanced $ 136,000 7% Convertible promissory note due March 2019 On March 30, 2017, the Company issued to Victor F. Keen, Co-chairman of the Board of Directors, a 7 250,000 8 Consulting Agreements On January 22, 2017, the Company hired silicon materials expert Ragnar Avery as Vice President, CHS Marketing and Sales. Mr. Avery will lead new business development and sales initiatives for the Company’s proprietary liquid silicon precursor, CHS. The consulting agreement shall be effective as of February 1, 2017 and shall continue in full force and effect through February 1, 2018. The Company shall pay Mr. Avery a fee of $ 125 150 On March 21, 2017, Doug Freitag resigned as Chief Executive Officer of the Company in order to allow Michael A. Kraft to take over in his place as the Company’s newly appointed Chief Executive Officer. In connection with Mr. Kraft’s appointment, the Company entered into a consulting agreement with Mr. Kraft, pursuant to which it agreed to compensate Mr. Kraft, $ 1,500 25,000 50,000 194 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business 3DIcon Corporation (“3DIcon”) was incorporated on August 11, 1995, under the laws of the State of Oklahoma as First Keating Corporation. The articles of incorporation were amended August 1, 2003 to change the name to 3DIcon Corporation. The initial focus of First Keating Corporation was to market and distribute books written by its founder, Martin Keating. During 2001, First Keating Corporation began to focus on the development of 360-degree holographic technology. From January 1, 2001, 3DIcon’s primary activity has been the raising of capital in order to pursue its goal of becoming a significant participant in the development, commercialization and marketing of next generation 3D display technologies. Coretec Industries, LLC (“Coretec”), a wholly owned subsidiary of 3DIcon (collectively the “Company”), was organized on June 2, 2015 in the state of North Dakota. Coretec is currently developing, testing, and providing new and/or improved technologies, products, and service solutions for energy-related industries including, but not limited to oil/gas, renewable energy, and distributed energy industries. Many of these technologies and products also have application for medical, electronic, photonic, display, and lighting markets among others. Early adoption of these technologies and products is anticipated in markets for energy storage (Li-ion batteries), renewable energy (BIPV), and electronics (Asset Monitoring). |
Reverse Acquisition | Reverse Acquisition On May 31, 2016, 3DIcon entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Coretec and four Coretec members (the “Members”), which Members held all outstanding membership interests in Coretec. On September 30, 2016 (the “Closing Date”), the Company closed the transaction contemplated by the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, the Members agreed to sell all their membership interests in Coretec to 3DIcon in exchange for 3DIcon’s issuance of an aggregate 4,760,872 65 |
Basis of Presentation | Basis of Presentation Under accounting principles generally accepted in the United States of America (“U.S. GAAP”), the acquisition is treated as a “reverse acquisition” under the purchase method of accounting (see Note 2). The consolidated statements of operations herein reflect the historical results of Coretec prior to the completion of the reverse acquisition since it was determined to be the accounting acquirer, and do not include the historical results of operations for 3DIcon prior to the completion of the acquisition. The pre-merger December 31, 2015 balance sheet presented herein reflects the assets and liabilities of Coretec. 3DIcon’s assets and liabilities were consolidated with the assets and liabilities of Coretec as of the September 30, 2016 consummation of the acquisition and are included in the consolidated balance sheet as of December 31, 2016. The number of shares issued and outstanding and additional paid-in capital of 3DIcon have been retroactively adjusted to reflect the equivalent number of shares issued by 3DIcon in the Share Exchange Agreement, while Coretec’s historical members’ deficit is being carried forward as the Company’s accumulated deficit. All costs attributable to the reverse merger were expensed. |
Principles of Consolidation | Principles of Consolidation The consolidated balance sheet as of December 31, 2016 includes the accounts of 3DIcon and its wholly owned subsidiary, Coretec. The consolidated balance sheet as of December 31, 2015 reflects only the assets and liabilities of Coretec. The consolidated statements of operations and cash flows for the year ended December 31, 2016 include the accounts of Coretec for the entire year and the accounts of 3DIcon from September 30, 2016, the acquisition date, to December 31, 2016. The consolidated statements of operations and cash flows for the period from inception (June 2, 2015) to December 31, 2015 include the accounts of Coretec. Intercompany transactions and balances have been eliminated in consolidation. |
Reclassification | Reclassification Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is recorded over the estimated useful lives using the straight-line method. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized. Asset Description Estimated Lives Furniture and fixtures 7 |
Intangible Assets | Intangible Assets Intangible assets consist primarily of acquired patents. The Company acquired $ 1,400,000 |
Goodwill | Goodwill Goodwill was acquired with the reverse merger discussed in Note 1 and Note 2. The Company evaluates the carrying value of goodwill on an annual basis and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying amount. When assessing whether goodwill is impaired, management considers first a qualitative approach to evaluate whether it is more likely than not the fair value of the goodwill is below its carrying amount; if so, management considers a quantitative approach by analyzing changes in performance and market based metrics as compared to those used at the time of the initial acquisition. For the periods presented, no impairment charges were recognized. |
Long-Lived Assets | Long-Lived Assets Long-lived assets, such as property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third party independent appraisals, as considered necessary. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instrument held by the Company: Current assets and current liabilities Notes payable |
Basic and Diluted Loss Per Common Share | Basic and Diluted Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Since the Closing Date of the Share Exchange Agreement occurred on September 30, 2016 and no common stock was issued to Coretec in the reverse acquisition, the Company did not compute weighted average common shares outstanding for the period from inception (June 2, 2015) to December 31, 2015. December 31, 2016 2015 Options 22,973,131 - Warrants 19,568,318 - Series A convertible preferred stock 34,500,000 - Series B convertible preferred stock 12,552,672,330 9,112,309,008 Convertible debentures 8,014,940,004 - Total potentially dilutive shares 20,644,653,783 9,112,309,008 |
Research and development | Research and Development Research and development costs are expensed as incurred. Research and development costs amounted to approximately $ 301,000 5,000 |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Prior to the reverse acquisition, Coretec elected to be taxed as a Partnership for federal and state income tax purposes. Under this election substantially all of the profits, losses, credits and deductions of Coretec were passed through to the individual members. Therefore, prior to the reverse acquisition, no provision or liability for income taxes has been included in these consolidated financial statements. Prior to the reverse acquisition, 3DIcon’s tax benefits were fully offset by a valuation allowance due to the uncertainty that the deferred tax assets would be realized. Management considers the likelihood of changes by taxing authorities in its filed income tax returns and recognizes a liability for or discloses potential changes that management believes are more likely than not to occur upon examination by tax authorities. Management has not identified any uncertain tax positions in filed income tax returns that require recognition or disclosure in the accompanying consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The following is a summary of recent accounting pronouncements that are relevant to the Company: In February 2016, the FASB issued accounting standards update (ASU) No. 2016-02, Leases (Topic 842) In April 2015, the FASB issued ASU 2015-03, Interest Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs The FASB has issued ASU 2014-09, Revenue from Contracts with Customers The FASB has issued ASU 2014-12, Compensation - Stock Compensation (ASC Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU explicitly requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist which raise substantial doubt about an entity’s ability to continue as a going concern and to provide related disclosures. The standard is effective for annual periods ending after December 15, 2016, and annual and interim periods thereafter, with early adoption permitted. The adoption of this standard did not have a material impact on the Company's consolidated financial position and results of operations. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Uncertainties | Uncertainties The Company has realized a cumulative net loss of $ 880,104 496,100 The ability of the Company to continue as a going concern depends on the successful completion of the Company's capital raising efforts to fund the development of its planned products. The Company intends to continue to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Under the terms of the Golden State Equity Investors, Inc (“Golden State”) 4.75 1 381.50 4.75 4.75 9.99 85.71 4.75 857 327,000 1,481,754,533 1,500,000,000 18,245,467 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Property Plant and Equipment Estimated Useful lives | Estimated useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives Furniture and fixtures 7 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: December 31, 2016 2015 Options 22,973,131 - Warrants 19,568,318 - Series A convertible preferred stock 34,500,000 - Series B convertible preferred stock 12,552,672,330 9,112,309,008 Convertible debentures 8,014,940,004 - Total potentially dilutive shares 20,644,653,783 9,112,309,008 |
Share Exchange Agreement (Table
Share Exchange Agreement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share Exchange Agreement [Abstract] | |
Acquisition Date Fair Value Of The Consideration | The Company has a complex equity structure which includes two series of preferred stock, common stock, warrants and options. The acquisition date fair value of the consideration transferred was calculated as follows: Company enterprise value $ 1,378,026 Less: interest bearing debt (493,958) Company equity value $ 884,068 |
Fair value Of Assets Acquired and Liabilities Assumed At The Date Of Acquisition | The fair value of the assets acquired and liabilities assumed at the closing date were based on management estimates, except for the patents which were valued by an independent valuation expert. Based upon the preliminary purchase price allocation, the following table summarizes the estimated provisional fair value of the assets acquired and liabilities assumed at the date of acquisition: Cash $ 75,687 Prepaid expenses 46,513 Due from related party 52,019 Patents 1,400,000 Deposits 2,315 Total assets acquired at fair value 1,576,534 Accounts payable and accrued expenses 364,508 Notes payable 89,465 Notes payable - related party 404,493 Total liabilities assumed 858,466 Total identifiable net assets 718,068 Goodwill 166,000 Total preliminary purchase consideration $ 884,068 |
Pro Forma Information | The following unaudited pro forma results for the year ended December 31, 2016 and for the period from inception (June 2, 2015) to December 31, 2015 summarizes the consolidated results of operations of the Company, assuming the reverse acquisition had occurred on January 1, 2015 and after giving effect to the reverse acquisition adjustments, including amortization of tangible and intangible assets acquired in the transaction: For the Period from For the Year Ended Inception (June 2, 2015) to December 31, 2016 December 31, 2015 Net revenues $ - $ - Net loss $ (1,464,491) $ (1,115,897) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consists of the following: December 31, Decmber 31, 2016 2015 Furniture and fixtures $ 7,805 $ 7,805 Less: Accumulated depreciation (1,674) (558) Totals $ 6,131 $ 7,247 |
Patents (Tables)
Patents (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived Intangible Assets | The following table sets forth patents: December 31, 2016 December 31, 2015 Gross Gross Carrying Accumulated Net Book Carrying Accumulated Net Book Useful Life Amount Amortization Value Amount Amortization Value In Years Patents $ 1,400,000 $ (20,057) $ 1,379,943 $ - $ - $ - 17.45 |
Debentures and Notes Payable (T
Debentures and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debentures Payable | December 31, December 31, 2016 2015 Notes and debentures payable: 5.25% Insurance premium finance agreement, due June 2017 $ 24,794 $ - 9% Promissory note due June 2017 25,341 - 4.75% Convertible debenture due June 2017 64,124 - Total notes and debentures payable $ 114,259 $ - Notes payable - related party: 14% Term loan due June 2018 $ 213,993 $ - 14% Term loan due June 2018 440,500 - 14% Term loan due June 2018 399,832 130,572 Total notes payable - related party $ 1,054,325 $ 130,572 |
Preferred Stock, Warrants and24
Preferred Stock, Warrants and Options (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes the Company’s option activity during the year ended December 31, 2016: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2015 23,030,274 $ 0.08 Granted - - Expired (57,143) 1.08 Exercised - - Outstanding, December 31, 2016 22,973,131 $ 0.08 1.6 $ - Exercisable, December 31, 2016 22,973,131 $ 0.08 1.6 $ - |
Stockholders' Equity Note, Warrants or Rights | The following table summarizes the Company’s warrants as of December 31, 2016: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 0.0055 19,250,000 1.0 19,250,000 $ 0.0032 300,000 2.2 300,000 $ 381.50 18,318 0.4 18,318 19,568,318 1.0 318,318 |
Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The following table summarizes the Company’s options as of December 31, 2016: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.01 20,000,000 1.3 20,000,000 $ 0.18 1,314,959 3.5 1,314,959 $ 0.23 1,034,739 5.5 1,034,739 $ 0.35 342,856 0.6 342,856 $ 1.40 169,534 4.4 169,534 $ 1.93 46,428 1.8 46,428 $ 8.40 58,901 1.2 58,901 $ 35.00 5,714 1.3 5,714 22,973,131 1.6 22,973,131 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes the Company’s warrant activity during the year ended December 31, 2016: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2015 19,789,516 0.40 Granted - - Expired (221,121) 3.15 Exercised (77) 381.50 Outstanding, December 31, 2016 19,568,318 $ 0.36 1.0 $ - Exercisable, December 31, 2016 19,568,318 $ 0.36 1.0 $ - |
Office Lease (Tables)
Office Lease (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Minimum Future Lease Payments | the minimum future lease payments to be paid under the non-cancellable leases are payable as follows: 2017 $ 44,000 2018 13,000 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Furniture and fixtures [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Schedule of antidilutive securities excluded from computation of earnings per share) (Details) - shares | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 9,112,309,008 | 20,644,653,783 |
Convertible debentures [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 0 | 8,014,940,004 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 0 | 34,500,000 |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 9,112,309,008 | 12,552,672,330 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 0 | 19,568,318 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 0 | 22,973,131 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 1 Months Ended | 7 Months Ended | 12 Months Ended |
May 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Unusual Risk or Uncertainty [Line Items] | |||
Net loss | $ (135,253) | $ (744,851) | |
Convertible Debenture, interest rate | 4.75% | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,400,000 | ||
Research and Development Expense | $ 4,798 | $ 300,985 | |
Common Stock Shares Issued | 0 | 1,481,754,533 | |
Common Stock Shares Authorized | 1,500,000,000 | 1,500,000,000 | |
Common Stock, Capital Shares Reserved for Future Issuance | 18,245,467 | ||
Working Capital Deficit | $ 496,100 | ||
Series B Convertible Preferred Stock [Member] | |||
Unusual Risk or Uncertainty [Line Items] | |||
Stock Issued During Period Shares Conversion Of Convertible Securities | 4,760,872 | ||
Sale of Stock, Percentage of Ownership after Transaction | 65.00% | ||
Patents [Member] | |||
Unusual Risk or Uncertainty [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,400,000 | ||
Warrant [Member] | |||
Unusual Risk or Uncertainty [Line Items] | |||
Warrants outstanding, exercise price | $ 381.50 | ||
Golden State Debentures | |||
Unusual Risk or Uncertainty [Line Items] | |||
Convertible Debenture, interest rate | 4.75% | ||
4.75% Debenture due December 2016 | |||
Unusual Risk or Uncertainty [Line Items] | |||
Convertible Debenture, interest rate | 4.75% | ||
Conversion or exercise cause Golden State holdings to exceed of Company issued and outstanding common stock | 9.99% | ||
4.75% Debenture due December 2016 | Golden State Debentures | |||
Unusual Risk or Uncertainty [Line Items] | |||
Convertible Debenture, interest rate | 4.75% | ||
Receives outstanding shares upon submission of conversion notices | 1.00% | ||
Warrants outstanding, exercise price | $ 857 | ||
Required amount of Convertible Debenture | $ 85.71 | ||
4.75% Debenture due December 2016 | Maximum | Golden State Debentures | |||
Unusual Risk or Uncertainty [Line Items] | |||
Funds from Golden State result warrant exercises | $ 327,000 |
Share Exchange Agreement (inclu
Share Exchange Agreement (includes two series of preferred stock, common stock, warrants and options) (Detail) | Dec. 31, 2016USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company enterprise value | $ 1,576,534 |
Less: interest bearing debt | (858,466) |
Company equity value | 884,068 |
Equity [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company enterprise value | 1,378,026 |
Less: interest bearing debt | (493,958) |
Company equity value | $ 884,068 |
Share Exchange Agreement (Based
Share Exchange Agreement (Based upon the preliminary purchase price allocation) (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash | $ 75,687 | |
Prepaid expenses | 46,513 | |
Due from related party | 52,019 | |
Patents | 1,400,000 | |
Deposits | 2,315 | |
Total assets acquired at fair value | 1,576,534 | |
Accounts payable and accrued expenses | 364,508 | |
Notes payable | 89,465 | |
Notes payable - related party | 404,493 | |
Total liabilities assumed | 858,466 | |
Total identifiable net assets | 718,068 | |
Goodwill | 166,000 | $ 0 |
Total preliminary purchase consideration | $ 884,068 |
Share Exchange Agreement ( incl
Share Exchange Agreement ( including amortization of tangible and intangible assets acquired in the transaction) (Detail) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Net revenues | $ 0 | $ 0 |
Net loss | $ (1,115,897) | $ (1,464,491) |
Share Exchange Agreement - Addi
Share Exchange Agreement - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | May 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payments for Brokerage Fees | $ 75,000 | $ 100,000 | ||
Goodwill | 166,000 | $ 0 | ||
Preferred Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Sale of Stock, Percentage of Ownership after Transaction | 35.00% | |||
Coretec Industries LLC [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payments for Merger Related Costs | $ 110,000 | |||
Coretec Industries LLC [Member] | Preferred Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Sale of Stock, Percentage of Ownership after Transaction | 65.00% | |||
Series A Convertible Preferred Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Sale of Stock, Percentage of Ownership after Transaction | 65.00% | |||
Series B Convertible Preferred Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,760,872 | |||
Sale of Stock, Percentage of Ownership after Transaction | 65.00% |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Totals | $ 6,131 | $ 7,247 |
Furniture and Fixtures [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Property, Plant and Equipment, Gross | 7,805 | 7,805 |
Less: Accumulated depreciation | (1,674) | (558) |
Totals | $ 6,131 | $ 7,247 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 558 | $ 1,116 |
Patents (Detail)
Patents (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Finite-Lived Intangible Assets, Net Book Value | $ 0 | $ 1,379,943 |
Patents [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Finite-Lived Intangible Assets, Gross Carrying Amount | 0 | 1,400,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | (20,057) |
Finite-Lived Intangible Assets, Net Book Value | $ 0 | $ 1,379,943 |
Finite-Lived Intangible Asset, Useful Life In Years | 17 years 5 months 12 days |
Patents - Additional Informatio
Patents - Additional Information (Detail) | Dec. 31, 2016USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | $ 80,000 |
Debentures and Notes Payable (D
Debentures and Notes Payable (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total notes and debentures payable | $ 114,259 | $ 0 |
Total notes payable - related party | 1,054,325 | 130,572 |
9% Promissory note due June 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total notes and debentures payable | 25,341 | 0 |
5.25% Insurance premium finance agreement, due June 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total notes and debentures payable | 24,794 | 0 |
4.75% Convertible debenture due June 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total notes and debentures payable | 64,124 | 0 |
14% Term loan due June 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable - related party | 213,993 | 0 |
14% Term loan due June 2018 | ||
Debt Instrument [Line Items] | ||
Total notes payable - related party | 440,500 | 0 |
14% Term loan due June 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable - related party | $ 399,832 | $ 130,572 |
Debentures and Notes Payable -
Debentures and Notes Payable - Additional Information (Detail) - USD ($) | Apr. 18, 2016 | Aug. 17, 2016 | Jun. 16, 2016 | Apr. 26, 2016 | Jun. 30, 2015 | Mar. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Feb. 24, 2016 | Nov. 03, 2006 |
Debt Conversion [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | |||||||||
Proceeds from Related Party Debt | $ 130,572 | $ 519,260 | ||||||||
Convertible Debt | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Proceeds from Convertible Debt | $ 14,659 | |||||||||
9% Promissory note due June 2017 [Member] | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Debt Instrument Face Amount | $ 40,000 | |||||||||
Debt Instrument, Periodic Payment, Interest | $ 300 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | |||||||||
Long-term Debt | $ 25,341 | |||||||||
4.75% Convertible debenture due June 2017 | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Debt Instrument Face Amount | $ 100,000 | |||||||||
Convertible note, conversion price | $ 0.70 | |||||||||
Convertible note, conversion description | The conversion price for the 4.75% $100,000 convertible debenture is the lesser of (i) $4.00 or (ii) 80% of the average of the five lowest volume weighted average prices (VWAP) during the twenty (20) trading days prior to the conversion. | |||||||||
Warrants to purchase common stock, issued | 28,571 | |||||||||
Warrants outstanding, exercise price | $ 381.50 | |||||||||
4.75% Convertible debenture due June 2017 | If volume weighted average price is below $0.70 | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Debenture, prepay portion in percentage | 135.00% | |||||||||
Term Loan Fourteen Percentage One [Member] | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Debt Instrument Face Amount | $ 100,000 | $ 100,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.167% | |||||||||
Excess Proceeds From Related Party Debt | $ 113,993 | |||||||||
Proceeds from Related Party Debt | $ 213,993 | |||||||||
Term Loan Fourteen Percentage Two [Member] | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Debt Instrument Face Amount | $ 300,000 | $ 300,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | 1.167% | ||||||||
Proceeds from Related Party Debt | $ 440,500 | |||||||||
Term Loan Fourteen Percentage Two [Member] | Subsequent Event | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Excess Proceeds From Related Party Debt | $ 276,500 | |||||||||
Proceeds from Related Party Debt | $ 136,000 | |||||||||
Term Loan Fourteen Percentage Three [Member] | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Debt Instrument Face Amount | $ 500,000 | $ 500,000 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.167% | |||||||||
Proceeds from Related Party Debt | $ 399,832 | |||||||||
5.25% Insurance premium finance agreement, due June 2017 [Member] | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Debt Instrument Face Amount | $ 40,158 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.20% | |||||||||
Debt Instrument, Periodic Payment | $ 4,112 | |||||||||
Long-term Debt, Gross | $ 24,794 | |||||||||
Debt Instrument, Issuance Date | Aug. 17, 2016 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | Jan. 31, 2017 | Dec. 13, 2016 | Jun. 16, 2016 | Jun. 07, 2016 | Apr. 01, 2016 | Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Oct. 31, 2016 | Aug. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Royalty Revenue, Percentage | 6.00% | |||||||||||||||
Sublicense, Fees Percentage | 50.00% | |||||||||||||||
LT Prior Expenses | $ 227,111 | |||||||||||||||
Research and Development Expense | $ 4,798 | $ 300,985 | ||||||||||||||
License Costs | 25,000 | |||||||||||||||
Technology Services Revenue | 3,000,000 | |||||||||||||||
Management Fee Payable | 7,000 | |||||||||||||||
Management Fee Expense | 40,000 | |||||||||||||||
Lt Prior Expenses Payable | 177,111 | |||||||||||||||
Product Scale-Up And Manufacturing Optimization Cost | $ 180,000 | |||||||||||||||
Product Scale-Up And Manufacturing Optimization Cost, First Installment | 18,000 | |||||||||||||||
Product Scale-Up And Manufacturing Optimization Cost, Second Installment | $ 162,000 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Annual License Maintenance Fee | 25,000 | |||||||||||||||
Product Price Per Gram | $ 28 | |||||||||||||||
Shipment Product Price Per Gram | 200 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
LT Prior Expenses | $ 227,111 | |||||||||||||||
OT Prior Expenses | $ 240,332 | |||||||||||||||
Product Price Per Gram | 35 | |||||||||||||||
Shipment Product Price Per Gram | $ 400 | |||||||||||||||
Licensed Technology [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Payments for Other Fees | 25,000 | $ 25,000 | ||||||||||||||
Licensed Technology [Member] | Subsequent Event [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Payments for Other Fees | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||
Optioned Technology [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Payments for Other Fees | $ 25,000 | |||||||||||||||
Optioned Technology [Member] | Scenario Forecast [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Payments for Other Fees | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||||
North Dakota State University Research Foundation [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Reimbursement Of Cost Relating To Research, Maximum Amount | $ 190,000 | $ 70,000 | ||||||||||||||
Increase In Reimbursement Of Cost Relating To Research | $ 120,000 | |||||||||||||||
Reimbursement Of Cost Relating To Research, Remaining Amount | 100,955 | |||||||||||||||
Research and Development Expense | 4,798 | 84,247 | ||||||||||||||
Concordia Financial Group [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Payments For Fee, Hourly | $ 185 | |||||||||||||||
Research and Development Expense | $ 0 | 21,830 | ||||||||||||||
Coretec Industries LLC [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
OT Prior Expenses | $ 136,420 |
Preferred Stock, Warrants and40
Preferred Stock, Warrants and Options (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of warrants, Outstanding | shares | 19,789,516 |
Number of warrants, Granted | shares | 0 |
Number of warrants, Expired | shares | (221,121) |
Number of warrants, Exercised | shares | (77) |
Number of warrants, Outstanding | shares | 19,568,318 |
Number of warrants, Exercisable, December 31,2016 | shares | 19,568,318 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.40 |
Weighted Average Exercise Price, Granted | $ / shares | 0 |
Weighted Average Exercise Price, Expired | $ / shares | 3.15 |
Weighted Average Exercise Price, Exercised | $ / shares | 381.50 |
Weighted Average Exercise Price, Outstanding | $ / shares | 0.36 |
Weighted Average Exercise Price, Exercisable, December 31, 2016 | $ / shares | $ 0.36 |
Weighted Average Remaining Life In Years, Outstanding | 1 year |
Weighted Average Remaining Life In Years, Exercisable | 1 year |
Aggregate Intrinsic Value, Outstanding | $ | $ 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
Preferred Stock, Warrants and41
Preferred Stock, Warrants and Options (Details 1) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrant Outstanding, Number of Warrants | 19,568,318 |
Warrant Exercisable, Weighted Average remaining Life In Years | 1 year |
Warrant Exercisable, Exercisable Number Of Warrants | 318,318 |
Warrant One [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 0.0055 |
Warrant Outstanding, Number of Warrants | 19,250,000 |
Warrant Exercisable, Weighted Average remaining Life In Years | 1 year |
Warrant Exercisable, Exercisable Number Of Warrants | 19,250,000 |
Warrant Two [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 0.0032 |
Warrant Outstanding, Number of Warrants | 300,000 |
Warrant Exercisable, Weighted Average remaining Life In Years | 2 years 2 months 12 days |
Warrant Exercisable, Exercisable Number Of Warrants | 300,000 |
Warrant Three [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 381.50 |
Warrant Outstanding, Number of Warrants | 18,318 |
Warrant Exercisable, Weighted Average remaining Life In Years | 4 months 24 days |
Warrant Exercisable, Exercisable Number Of Warrants | 18,318 |
Preferred Stock, Warrants and42
Preferred Stock, Warrants and Options (Details 2) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding December 31, 2015 | shares | 23,030,274 |
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | shares | 0 |
Number Of Options, Expired | shares | (57,143) |
Number Of Options, Exercised | shares | 0 |
Outstanding December 31, 2016 | shares | 22,973,131 |
Number Of Options, Exercisable | shares | 22,973,131 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.08 |
Weighted Average Exercise Price, Grants | $ / shares | 0 |
Weighted Average Exercise Price, Expired | $ / shares | 1.08 |
Weighted Average Exercise Price, Exercise | $ / shares | 0 |
Weighted Average Exercise Price, Outstanding | $ / shares | 0.08 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.08 |
Weighted Average Remaining Life In Year, Outstanding | 1 year 7 months 6 days |
Weighted Average Remaining Life In Year, Exercisable | 1 year 7 months 6 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
Preferred Stock, Warrants and43
Preferred Stock, Warrants and Options (Details 3) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Option Outstanding Number Of Options | 22,973,131 |
Option Exercisable ,Weighted Average Remaining Life In Years | 1 year 7 months 6 days |
Option Exercisable, Number Of Options | 22,973,131 |
Exercise Price Range One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Option Outstanding ,Exercise Price | $ / shares | $ 0.01 |
Option Outstanding Number Of Options | 20,000,000 |
Option Exercisable ,Weighted Average Remaining Life In Years | 1 year 3 months 18 days |
Option Exercisable, Number Of Options | 20,000,000 |
Exercise Price Range Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Option Outstanding ,Exercise Price | $ / shares | $ 0.18 |
Option Outstanding Number Of Options | 1,314,959 |
Option Exercisable ,Weighted Average Remaining Life In Years | 3 years 6 months |
Option Exercisable, Number Of Options | 1,314,959 |
Exercise Price Range Three [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Option Outstanding ,Exercise Price | $ / shares | $ 0.23 |
Option Outstanding Number Of Options | 1,034,739 |
Option Exercisable ,Weighted Average Remaining Life In Years | 5 years 6 months |
Option Exercisable, Number Of Options | 1,034,739 |
Exercise Price Range Four [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Option Outstanding ,Exercise Price | $ / shares | $ 0.35 |
Option Outstanding Number Of Options | 342,856 |
Option Exercisable ,Weighted Average Remaining Life In Years | 7 months 6 days |
Option Exercisable, Number Of Options | 342,856 |
Exercise Price Range Five [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Option Outstanding ,Exercise Price | $ / shares | $ 1.40 |
Option Outstanding Number Of Options | 169,534 |
Option Exercisable ,Weighted Average Remaining Life In Years | 4 years 4 months 24 days |
Option Exercisable, Number Of Options | 169,534 |
Exercise Price Range Six [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Option Outstanding ,Exercise Price | $ / shares | $ 1.93 |
Option Outstanding Number Of Options | 46,428 |
Option Exercisable ,Weighted Average Remaining Life In Years | 1 year 9 months 18 days |
Option Exercisable, Number Of Options | 46,428 |
Exercise Price Range Seven [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Option Outstanding ,Exercise Price | $ / shares | $ 8.40 |
Option Outstanding Number Of Options | 58,901 |
Option Exercisable ,Weighted Average Remaining Life In Years | 1 year 2 months 12 days |
Option Exercisable, Number Of Options | 58,901 |
Exercise Price Range Eight [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Option Outstanding ,Exercise Price | $ / shares | $ 35 |
Option Outstanding Number Of Options | 5,714 |
Option Exercisable ,Weighted Average Remaining Life In Years | 1 year 3 months 18 days |
Option Exercisable, Number Of Options | 5,714 |
Preferred Stock, Warrants and44
Preferred Stock, Warrants and Options - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Sep. 30, 2016 | Mar. 22, 2016 | Dec. 31, 2015 | |
Conversion Of Stock [Line Items] | ||||
Warrants outstanding | 19,568,318 | |||
Conversion Price Of Stock | $ 0.05 | |||
Conversion of Stock, Description | At the option of the holder, Series B Preferred may be converted in whole or in part, from time to time, into One Thousand Nine Hundred Fourteen (1,914) shares of Common Stock. The Series B Preferred Stock will automatically be converted into Common Stock if (i) at anytime the 5 day average VWAP of the Company’s Common Stock prior to such automatic conversion is equal to $0.10 or more; or (ii) the Company enters into a transaction for which the Company enters into a share exchange agreement or agreement and plan of merger, which agreement is executed within ninety (90) days after the date of the Certificate of Designation and pursuant to which the Company thereafter becomes a consolidated company with another entity, and the Company issues equity securities of the Company. | |||
Dividends Payable, Current | $ 66,000 | |||
Warrant | ||||
Conversion Of Stock [Line Items] | ||||
Warrants outstanding, exercise price | $ 381.50 | |||
Warrant | Private Placement | ||||
Conversion Of Stock [Line Items] | ||||
Warrants outstanding, exercise price | $ 0.0055 | |||
Series A Convertible Preferred Stock [Member] | ||||
Conversion Of Stock [Line Items] | ||||
Preferred Stock, Shares Authorized | 500,000 | |||
Series A Convertible Preferred Stock [Member] | Common Stock | ||||
Conversion Of Stock [Line Items] | ||||
Stock Issued During Period Shares Conversion Of Convertible Securities | 50,000,000 | |||
Series B Preferred Stock [Member] | ||||
Conversion Of Stock [Line Items] | ||||
Preferred Stock, Shares Authorized | 6,600,000 | 2,000,000 | 6,600,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0002 | $ 0.0002 | ||
Preferred Stock Shares Designated | (2,000,000) | |||
Preferred Stock Stated Value Per Share | $ 1 | |||
Stock Issued During Period, Shares, For Reverse Acquisition | $ 4,760,872 | |||
Group Four | Expire on December 31, 2016 | ||||
Conversion Of Stock [Line Items] | ||||
Warrants outstanding | 18,318 | |||
Warrants outstanding, exercise price | $ 381.50 | |||
Group Five | Expire on March 31, 2019 [Member] | ||||
Conversion Of Stock [Line Items] | ||||
Warrants outstanding | 300,000 | |||
Warrants outstanding, exercise price | $ 0.0032 | |||
Group Six | Expire on March 31, 2019 [Member] | ||||
Conversion Of Stock [Line Items] | ||||
Warrants outstanding, exercise price | $ 0.0055 | |||
Group Six | Expire on December 31, 2017 [Member] | ||||
Conversion Of Stock [Line Items] | ||||
Warrants outstanding | 6,000,000 | |||
Group Seven | Expire on January 17, 2018 [Member] | ||||
Conversion Of Stock [Line Items] | ||||
Warrants outstanding | 13,250,000 | |||
Certificate of Designation | Series A Convertible Preferred Stock [Member] | ||||
Conversion Of Stock [Line Items] | ||||
Preferred Stock, Shares Authorized | 500,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0002 | |||
Preferred Stock, Dividend Rate, Percentage | 6.00% | |||
Preferred Stock Stated Value Per Share | $ 1 |
Incentive Stock Plan - Addition
Incentive Stock Plan - Additional Information (Detail) - shares | Dec. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 |
2014 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Incentive stock plan, authorized | (50,000,000) | ||
Incentive stock plan, shares available for issuance | 750,103 | ||
2015 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Incentive stock plan, authorized | (85,000,000) | ||
Incentive stock plan, shares available for issuance | 142,244 |
Office Lease (Detail)
Office Lease (Detail) | Dec. 31, 2016USD ($) |
Operating Leased Assets [Line Items] | |
2,017 | $ 44,000 |
2,018 | $ 13,000 |
Office Lease - Additional Infor
Office Lease - Additional Information (Detail) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Operating Leases, Rent Expense | $ 13,000 | $ 28,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Apr. 18, 2016 | Jan. 31, 2017 | Jun. 30, 2015 | Mar. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Feb. 24, 2016 |
Related Party Transaction [Line Items] | ||||||||
Due from Related Parties, Current | $ 5,000 | $ 0 | ||||||
Notes Payable, Related Parties, Noncurrent | 130,572 | $ 1,054,325 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | |||||||
Interest Payable Current | 0 | $ 17,615 | ||||||
Proceeds from Related Party Debt | 130,572 | 519,260 | ||||||
Vice President of Technology [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting Fee Per Hour | 185 | |||||||
Payments for Other Fees | 13,198 | 100,517 | ||||||
Subsequent Event [Member] | Vice President of Technology [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting Fee Per Hour | $ 194 | |||||||
Term Loan Fourteen Percentage One [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument Face Amount | $ 100,000 | 100,000 | ||||||
Notes Payable, Related Parties, Noncurrent | 0 | 213,993 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.167% | |||||||
Interest Payable Current | 50,791 | |||||||
Interest Expense, Debt | 42,738 | 11,800 | ||||||
Proceeds from Related Party Debt | $ 213,993 | |||||||
Term Loan Fourteen Percentage Two [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument Face Amount | 300,000 | $ 300,000 | ||||||
Notes Payable, Related Parties, Noncurrent | 0 | $ 440,500 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | 1.167% | ||||||
Interest Payable Current | $ 20,517 | |||||||
Interest Expense, Debt | 16,005 | |||||||
Proceeds from Related Party Debt | 440,500 | |||||||
Term Loan Fourteen Percentage Two [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from Related Party Debt | $ 136,000 | |||||||
Term Loan Fourteen Percentage Three [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument Face Amount | $ 500,000 | 500,000 | ||||||
Notes Payable, Related Parties, Noncurrent | 130,572 | 399,832 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.167% | |||||||
Interest Payable Current | 50,791 | |||||||
Interest Expense, Debt | $ 11,800 | 42,738 | ||||||
Proceeds from Related Party Debt | $ 399,832 | |||||||
Advancement Transactions [Member] | Director [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes Payable, Related Parties, Noncurrent | 613,825 | |||||||
Mr. Keen [Member] | Term Loan Fourteen Percentage Two [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from Related Party Debt | 140,000 | |||||||
Due to Related Parties, Noncurrent | $ 440,500 | $ 300,500 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||
Mar. 30, 2017 | Mar. 21, 2017 | Feb. 21, 2017 | Jan. 31, 2017 | Jan. 22, 2017 | Mar. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Feb. 24, 2016 | |
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | ||||||||
Proceeds from Related Party Debt | $ 130,572 | $ 519,260 | |||||||
Vice President of Technology [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Consulting Fee Per Hour | 185 | ||||||||
14% Term loan due June 2018 | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument Face Amount | $ 300,000 | $ 300,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | 1.167% | |||||||
Proceeds from Related Party Debt | $ 440,500 | ||||||||
Subsequent Event | Minimum Stated Reverse Split Ratio [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Description Of Common Stock Conversion | each 50 shares of the Company’s issued and outstanding common stock will be automatically converted into 1 share of common stock | ||||||||
Subsequent Event | Maximum Stated Reverse Split Ratio [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Description Of Common Stock Conversion | each 300 shares of our issued and outstanding common stock will be automatically converted into 1 share of common stock | ||||||||
Subsequent Event | Chief Executive Officer [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Consulting fee Per Day | $ 1,500 | ||||||||
Accrued Bonuses | $ 25,000 | ||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 50,000 | ||||||||
Subsequent Event | Vice President of Technology [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Consulting Fee Per Hour | $ 194 | ||||||||
Subsequent Event | Vice President, CHS Marketing and Sales [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Consulting fee Per Hour For First Three months | $ 125 | ||||||||
Consulting fee Per Hour Thereafter | $ 150 | ||||||||
Subsequent Event | 14% Term loan due June 2018 | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Related Party Debt | $ 136,000 | ||||||||
Subsequent Event | Commercial Paper | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument Face Amount | $ 250,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||||
Debt Instrument Converted, Conversion Percentage | 8.00% | ||||||||
Subsequent Event | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-50 | ||||||||
Subsequent Event | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-300 |