Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 05, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | NEXEON MEDSYSTEMS INC | ||
Entity Central Index Key | 1,416,172 | ||
Trading Symbol | NXNN | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Fiscal Period Focus | FY | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 12,432,280 | ||
Entity Common Stock, Shares Outstanding | 27,615,185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 883,962 | $ 2,124,795 |
Accounts receivable | 1,877,743 | 48,842 |
Grants receivable | 804,152 | 69,391 |
Inventory | 2,206,570 | |
Other current assets | 157,621 | 132,453 |
Notes receivable - related party | 106,062 | |
Total Current Assets | 5,930,048 | 2,481,543 |
Property, plant and equipment, net | 3,569,832 | 69,354 |
Investments | 112,072 | 148,860 |
Intangible assets, net | 10,739,492 | 9,712,090 |
Total Assets | 20,351,444 | 12,411,847 |
Current Liabilities | ||
Accounts payable | 2,575,399 | 277,649 |
Accrued liabilities | 503,751 | 113,019 |
Current portion of long-term debt, net of original discount | 866,479 | 51,284 |
Advance grant payments | 935,817 | 400,669 |
Deferred liabilities | 174,230 | 12,401 |
Due to related party | 81,008 | |
Accrued interest | 78,049 | |
Accrued interest payable - stockholders | 2,193 | |
Total Current Liabilities | 5,133,725 | 938,223 |
Long-term Debt, net of original discount | 3,348,730 | 141,419 |
Notes payable - stockholders | 10,000 | |
Total Liabilities | 8,482,455 | 1,089,642 |
Stockholders' Equity | ||
Common Stock - 75,000,000 shares authorized, $.001 par value; 27,591,441 and 21,711,953 issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 27,591 | 21,712 |
Additional paid-in capital | 15,497,986 | 9,759,560 |
Equity instruments to be issued | 65,839 | 3,070,000 |
Accumulated deficit | (3,743,438) | (1,565,797) |
Accumulated other comprehensive income | 21,011 | 36,730 |
Total Stockholders' Equity | 11,868,989 | 11,322,205 |
Total Liabilities and Stockholders' Equity | $ 20,351,444 | $ 12,411,847 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 75,000,000 | 75,000,000 |
Common Stock, shares issued | 27,591,441 | 21,711,953 |
Common Stock, shares outstanding | 27,591,441 | 21,711,953 |
Consolidated Statements of Comp
Consolidated Statements of Comprensive Income - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statements of Operations [Abstract] | ||
Revenues | $ 3,302,775 | $ 1,494,881 |
Cost of revenue | 2,321,756 | 39,129 |
Gross profit | 981,019 | 1,455,752 |
Selling, general and administrative expenses | 2,831,069 | 693,603 |
Research and development expenses - other | 2,942,981 | 751,434 |
Research and development expenses - related party | 8,068 | |
Depreciation and amortization | 1,297,710 | 636,921 |
(Loss) from operations | (6,090,741) | (634,274) |
Other Income (Expense) | ||
Interest income - related party | 2,036 | 19,049 |
Gain on bargain purchase | 4,311,554 | |
Interest expense | (113,967) | (13,738) |
Loss on stock exchange | (37,788) | |
Write-off of loan of related party loan | (174,252) | |
Loss on impairment of asset | (74,483) | (173,500) |
Loss before provision (benefit) for taxes | (2,177,641) | (802,463) |
Provision (benefit) for taxes | ||
Net loss | (2,177,641) | (802,463) |
Other comprehensive income | ||
Foreign currency translation adjustment | (15,719) | (23,411) |
Comprehensive loss | $ (2,193,360) | $ (825,874) |
BASIC AND DILUTED PER SHARE DATA: | ||
Net loss per common share, basic and diluted | $ (0.09) | $ (0.04) |
Weighted average common shares outstanding, basic and diluted | 24,861,237 | 19,044,803 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Equity Instruments to be Issued | Accumulated Deficit | Other Items of Comprehensive Income |
Balance at Dec. 31, 2015 | $ (335,140) | $ 500 | $ 367,553 | $ (763,334) | $ 60,141 | |
Balance, shares at Dec. 31, 2015 | 500,000 | |||||
Common stock issued for services | 171,752 | $ 423 | 171,329 | |||
Common stock issued for services, shares | 423,500 | |||||
Common stock issued for 2016 Private Placement for cash | 2,698,124 | $ 2,841 | 2,675,283 | 20,000 | ||
Common stock issued for 2016 Private Placement for cash, shares | 2,840,946 | |||||
Common stock issued for patent license | 3,050,000 | 3,050,000 | ||||
Common stock issued for patent license, shares | ||||||
Stock based compensation | 82,284 | 82,284 | ||||
Common stock issued for acquisition | 4,827,846 | $ 16,660 | 4,811,186 | |||
Common stock issued for acquisition, shares | 16,659,943 | |||||
Common stock issued for conversion of notes payable and accrued interest | 1,390,623 | $ 1,288 | 1,389,335 | |||
Common stock issued for conversion of notes payable and accrued interest, shares | 1,287,564 | |||||
Warrants issued in 2016 Private Placement for cash | 162,823 | 162,823 | ||||
Warrants issued for conversion of notes payable and accrued interest | 99,767 | 99,767 | ||||
Net loss for the year ended | (802,463) | (802,463) | ||||
Other items of comprehensive loss | (23,411) | (23,411) | ||||
Balance at Dec. 31, 2016 | 11,322,205 | $ 21,712 | 9,759,560 | 3,070,000 | (1,565,797) | 36,730 |
Balance, shares at Dec. 31, 2016 | 21,711,953 | |||||
Common stock issued for services | 610,893 | $ 716 | 610,177 | |||
Common stock issued for services, shares | 715,667 | |||||
Common stock issued for 2017 Private Placement for cash | 1,165,000 | $ 932 | 1,164,068 | |||
Common stock issued for 2017 Private Placement for cash, shares | 932,000 | |||||
Common stock issued for cash | 150,000 | $ 150 | 149,850 | |||
Common stock issued for cash, shares | 150,000 | |||||
Common stock issued for warrant exercise | 5,936 | $ 606 | 5,330 | |||
Common stock issued for warrant exercise, shares | 606,098 | |||||
Common stock issued for 2016 Private Placement for cash | 4,000 | $ 24 | 23,976 | (20,000) | ||
Common stock issued for 2016 Private Placement for cash, shares | 24,000 | |||||
Common stock issued for patent license | $ 3,050 | 3,046,950 | (3,050,000) | |||
Common stock issued for patent license, shares | 3,050,000 | |||||
Warrants issued for Leonite Capital Convertible Debt | 90,190 | 90,190 | ||||
Common stock issued for Leonite Capital Convertible Debt | 100,000 | $ 100 | 99,900 | |||
Common stock issued for Leonite Capital Convertible Debt, shares | 100,000 | |||||
Employee payroll stock purchases | 127,247 | $ 203 | 127,044 | |||
Employee payroll stock purchases, shares | 203,635 | |||||
Common stock canceled per severance agreement | (56) | $ (56) | ||||
Common stock canceled per severance agreement, shares | (56,000) | |||||
Stock based compensation | 319,057 | 319,057 | ||||
Common stock issued for 2016 merger shares | $ (78) | (77,647) | 77,725 | |||
Common stock issued for 2016 merger shares, shares | (77,725) | |||||
Stock issue to related party - repayment of loan | 167,877 | $ 220 | 167,657 | |||
Stock issue to related party - repayment of loan, shares | 219,927 | |||||
Common stock issue for 2016 merger shares | $ 12 | 11,874 | (11,886) | |||
Common stock issue for 2016 merger shares, shares | 11,886 | |||||
Net loss for the year ended | (2,177,641) | (2,177,641) | ||||
Other items of comprehensive loss | (15,719) | (15,719) | ||||
Balance at Dec. 31, 2017 | $ 11,868,989 | $ 27,591 | $ 15,497,986 | $ 65,839 | $ (3,743,438) | $ 21,011 |
Balance, shares at Dec. 31, 2017 | 27,591,441 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (2,177,641) | $ (802,463) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,297,710 | 636,921 |
Stock-based compensation | 1,260,942 | 254,036 |
Loss on impairment of asset | 74,483 | 173,500 |
Loss on exchange for stock | 37,788 | |
Gain on bargain purchase | (4,311,554) | |
Bad debt | 174,252 | |
Income tax benefit | ||
Non-cash interest | 45,711 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (491,940) | (28,119) |
Grants receivable | (511,127) | 4,326 |
Inventory | (106,006) | |
Other current asset | 2,813 | (130,529) |
Accounts payable | 1,175,745 | (27,628) |
Accrued interest receivable - related party | (1,736) | |
Accrued liabilities | 9,658 | 67,206 |
Advance grant payments | 484,819 | 198,859 |
Accrued interest payable - other | (3,997) | 208 |
Deferred liabilities | (74,474) | (56,789) |
Net cash provided by (used in) operating activities | (3,112,818) | 287,792 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Issuance of notes receivable - related party | (59,819) | (912,392) |
Cash paid for acquisitions net of cash acquired | (978,996) | (140,000) |
Additions to property plant and equipment | (61,667) | (32,567) |
Net cash used in investing activities | (1,100,482) | (1,084,959) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock and issuance of warrants | 1,324,936 | 2,860,946 |
Proceeds from debt | 1,910,552 | 137,813 |
Repayment of debt | (181,038) | (52,731) |
Repayment to related party | (87,369) | (20,088) |
Net cash provided by financing activities | 2,967,081 | 2,925,940 |
Effects of exchange rate changes on cash | 5,386 | (3,978) |
Net increase (decrease) in cash and cash equivalents | (1,240,833) | 2,124,795 |
Cash and cash equivalents at beginning of year | 2,124,795 | |
Cash and cash equivalents at end of year | 883,962 | 2,124,795 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during period for interest | 59,546 | 8,275 |
Cash paid during period for taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | ||
Original purchase discount on notes | 154,266 | |
Common stock issued for acquisition | 4,505,486 | |
Common stock issued for conversion of shareholder notes and accrued interest | 1,287,564 | |
Common stock issued for investments | 322,360 | |
Settlement of notes receivable in exchange for intangible assets - related party | 805,204 | |
Equity instruments to be issued for acquisition of patent license | $ 3,050,000 |
Business - Nature or Organizati
Business - Nature or Organization | 12 Months Ended |
Dec. 31, 2017 | |
Business - Nature or Organization [Abstract] | |
BUSINESS - NATURE OR ORGANIZATION | NOTE 1 – BUSINESS – NATURE OR ORGANIZATION Unless the context otherwise requires, references to “we,” “our,” “us,” “Nexeon” or the “Company” in these Notes mean Nexeon MedSystems Inc, a Nevada corporation, on a consolidated basis with its wholly-owned subsidiaries, as applicable. Organization and Operations Nexeon MedSystems Inc was incorporated in the State of Nevada on December 7, 2015. Nexeon MedSystems Inc is a neuromodulation medical device manufacturing company. As a development stage enterprise, the Company’s primary purposes are to develop and commercialize our neurostimulation technology platform for the treatment of various disorders via electrical stimulation of tissues associated with the nervous system. The neurostimulation technology platform was acquired through the acquisition of Nexeon Medsystems Belgium, SPRL (“NMB”). During 2016, the Company formed the following wholly owned subsidiaries: Nexeon Medsystems Europe, SARL (“Nexeon Europe”), Nexeon Medsystems Puerto Rico Operating Company Corporation (“NXPROC”), and Pulsus Medical LLC. Nexeon Europe is the holding company for NXPROC and Nexeon Medsystems Belgium, SPRL (“NMB”). NXPROC is focused on advanced computational biology and deep learning utilization associated with the Internet of Medical Things technology. Pulsus Medical, LLC conducts research and development related to cardiovascular disease technology acquired in the acquisition of NXDE. On September 1, 2017, through its wholly-owned subsidiary Nexeon Europe, the Company completed the acquisition of NMB, along with NMB’s wholly owned subsidiaries Medi-Line and its holding company INGEST, SPRL (“INGEST”), which are incorporated under the laws of Belgium. INGEST is the holding company for Medi-Line. Medi-Line provides the medical device manufacturing expertise and experience needed to scale our business. Medi-Line is a leading global source of innovative medical device solutions with existing customers that include Fortune 50 companies, neurostimulator companies, and the Company. On September 27, 2017 Nexeon Medsystems Inc began trading on the OTCQB stock exchange under the symbol NXNN. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Management Estimates and Assumptions The preparation of the Company’s financial statements are in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates. Principals of Consolidation The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries. All material inter-company accounts, transactions, and profits have been eliminated in consolidation. Cash and Cash Equivalents The Company considers those short-term, highly liquid investments with maturities of three months or less as cash and cash equivalents. The Company currently has no cash equivalents. Long-lived Assets Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value, of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company recognized impairment losses in the amount of $74,483 during the year ended December 31, 2017. Property and Equipment Property and equipment are stated at cost. Equipment is depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized based upon the lesser of the term of the lease or the useful life of the asset and such expense is included in depreciation expense. Repair and maintenance costs are expensed as incurred. The Company capitalizes all furniture and equipment with cost greater than $1,000 and benefiting more than one accounting period in the period purchased. Net Income (Loss) Per Share The Company calculates net income (loss) per share as required by Accounting Standards Codification subtopic 260-10, “ Earnings per Share” Revenue Recognition Revenues currently consist of single use medical devices for the medical and pharmaceutical sectors at Med-Line and pre-clinical neurostimulation device sales at NMB. We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable. The Company will record revenue when it is realizable and earned and the services have been rendered to the customers. Additionally, the Company will record revenue from the sale of its manufactured products and medical devices when the product is delivered to the customer. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. All tax positions are first analyzed to determine if the weight of available evidence indicates that it is more likely than not that the position will be sustained under audit, including resolution of any related appeals or litigation processes. After the initial analysis, the tax benefit is measured as the largest amount that is more than 50% likely of being realized upon ultimate settlement. If the Company is required to pay interest on the underpayment of income taxes, the Company recognizes interest expense in the first period the interest becomes due according to the provisions of the relevant tax law. If the Company is subject to payment of penalties, the Company recognizes an expense for the amount of the statutory penalty in the period when the position is taken on the income tax return. If the penalty was not recognized in the period when the position was initially taken, the expense is recognized in the period when the Company changes its judgment about meeting minimum statutory thresholds related to the initial position taken. Research and Development Expenses Research and development expenses are charges to expense as incurred. Research and development expenses include, but are not limited to, product development, clinical and regulatory expenses, payroll and other personnel expenses, materials, supplies, consulting costs, and non-recurring engineering costs. These expenses are assigned to the research, development and clinical projects to develop the Company’s implantable neurostimulation, sensing, and recording technology for a variety of clinical therapeutic applications and for manufacturing product development. The Company has been awarded grants subsidies for on-going research and development projects from the National Institutes of Health Department of Health and Human Services, through the Public Service of Wallonia - Department of Technology Development and the Research Programs Department (the Wallonia region is located in South Brussels, in Belgium) and the Cancer Prevention and Research Institute of Texas to support our research projects with potential for commercialization. The Company receives the funding in a combination of advance payments at commencement of a project and through reimbursement requests, invoices, for applicable research and development expenses as expenses are incurred. These grants and subsidies provide non-dilutive funds that do not include a repayment obligation. Participation by the granting agency typically accounts for 50% to 100% of the project costs in grants or subsidies. The Company recognizes the amounts receivable in regard to the grants contracts at fair value when there is reasonable assurance that the contract amount will be received and that all the conditions of the specific contract will be complied with in order to properly match the reimbursements with the specific expenditures that the specific contract intends to reimburse. The Company recognizes the amounts received in accordance with the contracts as a reduction of research and development expenses over the periods necessary to match the contract on a systematic basis to the costs that it is intended to compensate. The Company records, on the balance sheet, Grants receivable upon meeting the criteria discussed above until cash is received. Where the Company receives payments in advance it is recorded as Advance grant payments on the balance sheet and relieved against research and development expense as the associated costs are incurred. As of December 31, 2017, the Company has $804,152 in Grants receivable for project expenses invoiced and to be invoiced, but not yet paid which have been recorded as a reduction of research and development expense in the accompanying statement of operations and $935,817 in Advance payments received and yet to be expended. Foreign Currency Translation and Transactions The Company’s reporting currency is the U.S. dollar. The Company’s operations in Belgium use their local currencies as their functional currency. The financial statements in foreign currency are translated into U.S. Dollars, “USD,” in accordance with ASC Topic 830, Foreign Currency Translation. All assets and liabilities are translated at the year-end currency exchange rate, stockholders’ equity items are translated at the historical rates and income statement items are translated at the average exchange rate prevailing during the year. Translation adjustments resulting from this process are reported under other comprehensive income (“OCI”) in accordance with ASC Topic 220, Reporting Comprehensive Income as a Component of Stockholders’ Equity. Foreign exchange transaction gains and losses are reflected in the statement of comprehensive income. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines “fair value” as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company currently has no assets or liabilities valued at fair value on a recurring basis. Investments in Non-Consolidated Subsidiaries Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. The Company accounts for its investment in MicroTransponder, Inc. under the cost method due to the lack of significant influence. Leases Leases are reviewed and classified as capital or operating at their inception in accordance with ASC Topic 840, Accounting for Leases. For leases that contain rent escalations, the Company records monthly rent expense equal to the total amount of the payments due in the reporting period over the lease term. The difference between rent expense recorded and the amount paid is credited or charged to deferred rent account, when presented on balance sheet. Acquired Intangibles Acquired intangibles include patents and patent licenses acquired by the Company, which are recorded at fair value, assigned an estimated useful life, and are amortized on a straight-line basis over their estimated useful lives ranging from 3 to 19 years. The Company periodically evaluates whether current facts or circumstances indicate that the carrying values of its acquired intangibles may not be recoverable. If such circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets, or appropriate asset groupings, is compared to the carrying value to determine whether an impairment exists. If the asset is determined to be impaired, the loss is measured based on the difference between the carrying value of the intangible asset and its fair value, which is determined based on the net present value of estimated future cash flows. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 “Contracts in Entity's Own Equity.” Stock-Based Compensation ASC 718 requires companies to measure all stock compensation awards using a fair value method and recognize the related compensation cost in its financial statements. Beginning with the Company’s quarterly period that began on January 1, 2016, the Company adopted the provisions of FASB ASC 718 and expenses the fair value of employee stock options and similar awards in the financial statements. The Company accounts for share-based payments in accordance with ASC 718, “ Compensation - Stock Compensation Measurement Objective – Fair Value at Grant Date The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments, and is recognized as expense over the service period. During the years ended December 31, 2017 and 2016, the Company recognized stock-based compensation expense aggregating $319,057 and $82,284, respectively for common stock options issued to Company personnel, directors and consultants. Stock-based compensation consisting of restricted common stock issued to employees aggregating $127,247 and $0, respectively, and paid stock-based compensation consisting of restricted common stock issued to non-employees aggregating $610,893 and $171,500, respectively. During the years ended December 31, 2017 and 2016, the Company paid stock-based compensation, to affiliates aggregating $0 and $252, respectively. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC during the current reporting period did not, or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | NOTE 3 – BUSINESS COMBINATIONS On September 1, 2017 (the “Acquisition Date”), the Company, through its wholly-owned subsidiary Nexeon Europe, completed the acquisition of NMB pursuant to the Acquisition Agreement entered into on January 10, 2017, between Rosellini Scientific, LLC (“RS”), a Texas limited liability company controlled by our Chief Executive Officer, William Rosellini, and Nexeon Europe (the “Acquisition”). RS was the sole shareholder of NMB owning 107,154 shares (the “Shares”). Pursuant to the Acquisition Agreement, RS granted to Nexeon Europe the exclusive and irrevocable right to purchase the Shares upon the terms and conditions set forth in the Acquisition Agreement (the “Right to Purchase”). The consideration for the Right to Purchase was US $1,000 (the “Acquisition Price”). Upon Nexeon Europe exercising the Right to Purchase, the Agreement was automatically deemed converted into and considered a share transfer agreement for the purchase of the Shares and the Acquisition Price became the Purchase Price of the Shares and was deemed to have been satisfied by Nexeon Europe to RS as of the date of the Acquisition Agreement. Due to RS controlling both the Company and NMB, the acquisition has been recorded as a combination of entities under common control and the results of NMB for the years ended December 31, 2017 and 2016 are reported retrospectively on a consolidated basis in the Company’s financial statements. Included in the acquisition of NMB, are its wholly-owned subsidiaries, Medi-Line and its holding company INGEST. On August 30, 2017, NMB acquired INGEST and Medi-Line for $1,648,240 (payable as €1,450,000 EUR cash) or $977,996 (€891,496 EUR) net of cash acquired. As part of the transaction, and prior to the acquisition, Nexeon Europe loaned NMB $970,400 (€818,075 EUR) pursuant to the existing loan agreement and promissory note, NMB secured a credit facility in the amount of $330,319 (€275,000 EUR) and Medi-Line loaned NMB $540,032 (€450,000 EUR). Payment of the purchase price included the settlement of a note payable in the amount of $120,007 (€100,000 EUR) and a dividend payable in the amount of $9,901 (€8,250 EUR) to the sellers of INGEST. The balance of the loan and all accrued interest related to the loan agreement and promissory note between Nexeon Europe and NMB along with the $540,032 (€450,000 EUR) loan from Medi-Line to NMB is eliminated through consolidation in the financial statements. Medi-Line provides the medical device manufacturing expertise and experience needed to scale our business. Medi-Line is a leading global source of innovative medical device solutions with existing customers that include Fortune 50 companies, neurostimulator companies, and the Company. Medi-Line provides high quality and efficiency in the development, engineering, and manufacturing of medical devices for the med-tech and pharmaceutical industries. The acquisition of INGEST and Medi-Line was accounted for using the acquisition method and, accordingly, the results of operations of INGEST and Medi-Line were reported in the Company's financial statements beginning on August 30, 2017, the date of acquisition. The Revenue and Net loss reported in the financial statements for the combined INGEST and Medi-Line for the year ending December 31, 2017 were $2,972,993 and $116,974 respectively. Medi-Line incurred a charge in the amount of $168,933 related to a severance payment for a long-term employee that was terminated. In Belgium, severance payment requirements and accruals are administered by and mandated by the Belgian government and accrue based on time in service. The following table presents the fair value of assets acquired and liabilities assumed as of the acquisition date on August 30, 2017, based on management’s preliminary allocation as well as the adjustments made up to December 31, 2017, based on the certified valuations: Preliminary Final August 30 2017 December 31, 2017 Purchase price $ 1,740,102 $ 1,740,102 Cash and cash equivalents 670,244 670,244 Inventory 2,224,907 2,100,668 Accounts receivable 1,384,957 1,384,957 Grants receivable 190,002 190,002 Other current assets 21,819 21,819 Property, plant and equipment 1,728,151 3,633,826 Software licenses 35,513 — Note receivable 540,032 540,032 Intangible assets 445,585 2,150,000 Total Assets Acquired 7,241,210 10,691,548 Current liabilities 2,452,166 2,225,735 Deferred charges 12,244 12,244 Non-current liabilities 2,401,913 2,401,913 Total Liabilities Assumed 4,866,323 4,639,892 Net Assets Acquired 2,374,887 6,015,656 Goodwill $ (634,785 ) $ (4,311,554 ) The acquisition of INGEST and Medi-Line resulted in approximately $4,311,554 of negative goodwill based on third-party valuations. The negative goodwill is recorded as a bargain purchase in other income on the statements of comprehensive income. The income related to the bargain purchase is not expected to be applicable for tax purposes. Unaudited Pro forma Consolidated Results The following table provides unaudited pro forma results of operations for the years ended December 31, 2017 and 2016, as if INGEST and Medi-line had been acquired as of January 1, 2016. The pro forma results include the effect of certain purchase accounting adjustments such as the estimated changes in depreciation and amortization expense on the acquired tangible and intangible assets and the recognition of grant subsidies. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of INGEST and Medi-Line. Accordingly, such amounts are not necessarily indicative of the results if the acquisition had occurred on the dates indicated or which may occur in the future. December 31, 2017 2016 Revenues $ 7,880,467 $ 8,496,687 Net income (loss) (1,837,096 ) (504,113 ) Net income (loss) per common share, basic and diluted $ (0.07 ) $ (0.03 ) |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 4 – GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has sustained operating losses since inception and has an accumulated deficit of $3,743,438 at December 31, 2017. In addition, the Company does not have sufficient continuing revenue to cover its future operating expenses. The Company currently has limited liquidity and has not completed its efforts to establish an additional source of revenues sufficient to cover operating costs of the on-going neurostimulation research and development activities over an extended period of time. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities should the Company be unable to continue as a going concern. The Company is seeking additional financing and for continue operations, but there is no guarantee such financing will be available or on terms favorable to the Company. |
Loans and Leases
Loans and Leases | 12 Months Ended |
Dec. 31, 2017 | |
Loans and Leases [Abstract] | |
LOANS AND LEASES | NOTE 5 – LOANS AND LEASES Loans and leases consist of the following as of December 31, 2017: Notes Payable 12.00% Senior Secured Convertible Promissory Note: On August 21, 2017, Company entered into a securities purchase agreement with Leonite Capital, LLC (“LC”), a Delaware limited liability company to provide the Company with additional resources to conduct its business. Pursuant to the securities purchase agreement, LC purchased a unit consisting of (i) a note in the principal amount of $1,120,000 at an original issue discount of $120,000, (ii) warrants to purchase 500,000 shares of the Company’s common stock, and (iii) the commitment shares equaling 100,000 shares of the Company’s restricted common stock valued at $100,000 (the “Commitment Shares”). Interest is at the rate of 12.00% per annum and the maturity date is 24 months from the date of issue. The note is a senior secured obligation of the Company, with priority over all future indebtedness of the Company. LC shall have the right at any time at LC’s option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into fully paid and non-assessable shares of common stock or any shares of capital stock or other securities of the Company into which such common stock shall hereafter be changed or reclassified with a limitation of owning a maximum of 4.99% of outstanding common stock of the Company at time of conversion. The conversion price shall be, at the option of LC, $1.75, subject to a one-time re-pricing 275 days after the closing, or (ii) 80% multiplied by the price per share paid by the investors in a subsequent Equity Financing. An amount of $274,266 was recorded on the balance sheet as an original discount to the consist of $120,000 original discount, $100,000 in restricted common stock and $54,266 as the fair value of the warrants issued in the transaction. The $274,266 will be expensed as interest expense over the 24-month term of the loan. For the LC loan, $373,333 is recorded as Loans and lease payable- current portion and $746,667 is recorded as Loan and lease payable – long-term on the balance sheet. $137,136 of the original discount is recorded as Loans and lease payable- current portion and $91,419 is recorded as Loan and lease payable – long-term on the balance sheet. 1.27% Secured bank Loan: On August 29, 2017, Medi-Line entered into a credit contract with CBC Banque in the original amount of approximately $2,036,362 (€1,700,000 EUR). The loan is secured by a mortgage on the Medi-Line manufacturing facility and carries an interest rate of 1. % per annum with a seven-year term having monthly payments of interest and principal of approximately $23,365 (€21,175 EUR). $281,013 of the outstanding balance is recorded as Loans and lease payable- current portion and $1,662,505 is recorded as Loan and lease payable – long-term on the balance sheet. 1.27% Secured Bank Loan: On August 29, 2017, NMB entered into a credit contract with CBC Banque in the original amount of approximately $329,412 (€275,000 EUR). The loan carries an interest rate of 1.27% per annum with a seven-year term having monthly payments of interest and principal of approximately $4,103 (€ 3,425 EUR). The loan is secured by the shares of NMB. $45,458 of the outstanding balance is recorded as Loans and lease payable- current portion and $268,935 is recorded as Loan and lease payable – long-term on the balance sheet. 0.72% Secured Bank Loan: On May 7, 2016, Medi-Line entered into a credit contract with CBC Banque in the original amount of approximately $68,781 (€57,420 EUR). The loan carries an interest rate of 0.72% per annum with a 48-month term having monthly payments of interest and principal of approximately $1,454 (€ 1,214 EUR). The loan is secured by the assets of Medi-Line. Proceeds of the loan were used to acquire manufacturing equipment. The loan is secured by the shares of NMB. $17,195 of the outstanding balance is recorded as Loans and lease payable- current portion and $26,028 is recorded as Loan and lease payable – long-term on the balance sheet. Loan Subsidy: NMB was awarded a loan subsidy through the Public Service of Wallonia in the amount of $598,665 (€499,779 EUR). Of the total amount awarded, $179,600 (€149,934 EUR) is categorized as loan with repayment amounts ranging from $5,986 and $23,947 annually from 2018 through 2032. The current portion of the liability is recorded as Loans and leases payable in the amount of $5,987 and $173,613 is included in long-term debt on the balance sheet. The award amounts in excess of the loan amount are invoiced for reimbursement and recorded as a credit to applicable research and development expenses. Revolving Credit: The Company has a revolving credit card with BB&T Financial with an outstanding balance of $13,313 as of December 31, 2017, a credit limit of $60,000 and a current APR of 25.4%, and a revolving credit card with Comerica Bank with an outstanding balance of $9,860 as of December 31, 2017, a credit limit of $11,000 and a current APR of 0%. KBC Accounts Receivable Factoring Facility: Medi-Line has an accounts receivable discounting agreement with KBC Commercial Finance for up to 85% of Medi-Line’s customer accounts receivables. The fee for the advances on receivables is the 2-month LIBOR plus 1.5% on annual basis. As of December 31, 2017, the outstanding balance on the credit facility was $49,018 and is recorded as Loans and lease payable- current portion on the balance sheet. 0.72% Secured Line of Credit: Medi-line also has an unsecured line of credit with CBC Banque in the amount of approximately $89,840 (€75,000 EUR). The outstanding balance of this credit line as of December 31, 2017 is $0. The line of credit is secured by the assets of Medi-Line. Capital Leases Building Lease: Medi-Line has a capital lease payable in the amount of $749,337 to KBC Vendor Lease. On December 13, 2005, Medi-Line entered into a capital lease facility for the financing of the manufacturing facility construction in the amount of $3,425,880 (€2,860,000 EUR) with a 15- year term. Quarterly lease payments excluding VAT are $46,730 (€39,011 EUR). The Company has the right to purchase the building at the end of the lease term for three percent (3%) of the original lease amount. $186,936 of the outstanding balance is recorded as Loans and lease payable- current portion and $562,401 is recorded as Loan and lease payable – long-term on the balance sheet. Equipment Lease: NMB has a capital lease payable in the amount of $21,502, which is record as Loans and lease payable- current portion, to Biotech Coaching S.A. On February 4, 2015, the Company entered into a sale-leaseback transaction with Biotech Coaching S.A. for the sale and lease in the original amount of $131,765 (€110,000 EUR) for medical and clean-room equipment. In March 2015, the Company commenced leasing the equipment with a 36-month term. Monthly lease payments excluding VAT are $3,824 (€3,192 EUR). The Company has the right to purchase the equipment at the end of the lease term for a residual value of $1,298 (€1,318 EUR). Carrying Amount Long-Term Debt 12.00% Senior Convertible Secured Note, amortization begins 2018, 2019 maturity $ 1,120,000 1.27% Secured Bank Loan, monthly amortization, 2024 maturity 1,943,518 1.27% Secured Bank Loan, monthly amortization, 2024 maturity 314,393 0.72% Secured Bank Loan, monthly amortization, 2020 maturity 43,223 Loan Subsidy, amortization begins 2018, 2032 maturity 179,600 Revolving Credit 23,173 KBC Accounts Receivable Factoring 49,018 Capitalized Building lease 749,337 Capitalized Equipment lease 21,502 Less: original purchase discount, net of amortization (228,555 ) Total debt 4,215,209 Less: current portion of debt, net of original discount current portion (866,479 ) Total long-term debt $ 3,348,730 Aggregate maturities of long-term obligations commencing in 2018 are: 2018 2019 2020 2021 2022 After 2022 Loans and notes $ 658,041 1,009,136 349,620 351,253 355,518 720,802 Capital leases 208,438 187,201 187,467 187,733 — — Total $ 866,479 1,196,337 537,087 538,986 355,518 720,802 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 6 – INCOME TAXES The Company is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made, as the Company had no U.S. taxable income for the year ended December 31, 2017 and 2016. The effective income tax rate for the Company for both of the years ended December 31, 2017 and 2016 were 34% and 40%, respectively. Some of our subsidiaries generated income and we accrued income tax according to the Belgian corporate income tax rate, but some had a loss and no tax provision was recorded. The Belgium corporate income tax (“CIT”) is levied at a rate of 33% plus a 3% crisis tax, which is a sur-tax on the CIT amount, implying an effective rate of 33.99%. No state, region or municipal income tax is levied. The Belgian government enacted in December 2017 a significant tax reform law. The new tax legislation contains several key tax provisions including the reduction of the corporate income tax rate from the current 33.99% to 29.58% in 2018 and 2019 and 25% from 2020. Additionally, the use of net operating losses which could previously offset 100% of taxable income is now limited to offset only 70% of taxable income. The Company will not have to pay additional current tax due to the enacted changes. The reconciliation of income tax provision (benefit) at the U.S. statutory rate of 34% for the years ended December 31, 2017 and 2016 to the Company’s effective tax rate is as follows: Years Ended December 31, 2017 2016 Income tax (benefit) at U.S. statutory rate $ (740,000 ) $ (636,000 ) Tax rate difference between Belgium and U.S. — — Permanent difference (1,526,000 ) — Change in valuation allowance 2,266,000 636,000 Tax provision (benefit) at effective tax rate $ — $ — The provision for income taxes are summarized as follows: Years Ended December 31, 2017 2016 Federal Current $ — $ — Deferred — — Total income tax provision (benefit) $ — $ — The tax effects of temporary differences that give rise to the Company’s net deferred tax asset as of December 31, 2017 and 2016 are as follows: Years Ended December 31, 2017 2016 Net loss carryforward U.S. – tax effect $ 1,295,000 $ — Net loss carryforwards Belgium – tax effect 406,000 636,000 Less valuation allowance (1,701,000 ) (636,000 ) Deferred tax asset, net of allowance $ — $ — As of December 31, 2017, the Company has approximately $7,789,555 of net operating losses (“NOL”) carryovers to offset taxable income, if any, in future years which expire in fiscal 2036. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to the NOL period because it is more likely than not that all of the deferred tax assets will not be realized. The Company’s deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate from 35% to 21%, and a reduction in the Belgian tax rate from 34% to 25%, resulting in a deferred tax expense of approximately $1,202,000 for the year ended December 31, 2017 that is still fully valued against as of December 31, 2017. This expense is attributable to the Company being in a net deferred tax asset position at the time of remeasurement. As the company maintains a full valuation allowance, this amount can be seen on the rate reconciliation as an adjustment to deferred tax asset and corresponding valuation allowance. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing but have kept the full valuation allowance. As a result, we have recorded no income tax expense in the fourth quarter of 2017, the period in which the legislation was enacted. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The deferred tax expense recorded in connection with the remeasurement of deferred tax assets is a provisional amount and a reasonable estimate at December 31, 2017 based upon the best information currently available. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Act. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. The accounting is expected to be complete when the 2017 U.S. corporate income tax return is filed in 2018. |
Property Plant and Equipment
Property Plant and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant and Equipment [Abstract] | |
PROPERTY PLANT and EQUIPMENT | NOTE 7 – PROPERTY PLANT and EQUIPMENT Property Plant and equipment at cost and accumulated depreciation as of December 31, 2017 and 2016 were: Estimated useful lives December 31, 2017 December 31, 2016 Land $ 96,884 $ — Capitalized building 39 years 3,017,552 — Machinery and equipment 5 to 15 years 677,734 149,204 Total property plant and equipment – gross 3,792,170 149,204 Less: accumulated depreciation (222,338 ) (79,850 ) Total property plant and equipment – net $ 3,569,832 $ 69,354 Property plant and equipment depreciation expense for the years ended December 31, 2017 and 2016 was $127,677 and $38,962, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 8 – INTANGIBLE ASSETS Intangible assets that have finite useful lives are amortized over their estimated useful lives. Intangible assets as of December 31, 2017 and 2016 are as follows: Estimated useful lives December 31, December 31, Intangible assets with definitive lives: Patents, licenses and intellectual property 4 to 20 years $ 10,363,097 $ 10,313,660 Fair value of customer relationships at acquisition 10 years 600,000 — Less: accumulated amortization (1,773,605 ) (601,570 ) Patents, licenses and intellectual property – net 9,189,492 9,712,090 Intangible assets with indefinite lives: Fair value of trade secrets and know-how at acquisition 1,550,000 — Total intangible assets – net $ 10,739,492 $ 9,712,090 Intangible asset amortization expense for the years ended December 31, 2017 and 2016 was $1,170,032 and $597,960, respectively. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventories [Abstract] | |
INVENTORIES | NOTE 9 – INVENTORIES Inventory balances as of December 31, 2017 and 2016 are as follow: December 31, December 31, Raw materials and supplies $ 1,811,749 $ — Work in process 334,322 — Finished goods 60,499 — Total inventories $ 2,206,570 $ — |
Segments of Business
Segments of Business | 12 Months Ended |
Dec. 31, 2017 | |
Segments of Business [Abstract] | |
SEGMENTS OF BUSINESS | NOTE 10 – SEGMENTS OF BUSINESS The Company operates in two distinct business segments within the medical device industry; manufacturing and neurostimulation. The manufacturing segment includes the manufacturing operations of our wholly-owned subsidiary Medi-Line located in Angleur (Liege) Belgium. The neurostimulation segment includes development, manufacturing, and commercialization of neurostimulation technology. Operations for the neurostimulation segment are conducted in the United States, Puerto Rico, Belgium and Germany. Other items of revenue, not directly related to manufacturing or neurostimulation revenues are categorized as other operating income. Other operating income and expenses not directly related to a specific segment are identified as Income (expense) not allocated to segments. Revenue Long Lived Assets 2017 2016 2017 2016 Manufacturing $ 2,932,664 $ — $ 3,535,516 $ — Neurostimulation 291,750 1,456,038 8,643,118 9,780,556 Other 78,361 38,843 2,130,690 888 Consolidated total $ 3,302,775 $ 1,494,881 $ 14,309,324 $ 9,781,444 Income Before Tax Identifiable Assets 2017 2016 2017 2016 Manufacturing $ (31,698 ) $ — $ 7,803,409 $ — Neurostimulation (6,117,404 ) (673,117 ) 9,421,311 10,141,459 Other 3,971,461 (129,346 ) 3,126,724 2,270,388 Consolidated total $ (2,177,641 ) $ (802,463 ) $ 20,351,444 $ 12,411,847 Additions to Property Plant and Equipment Depreciation and Amortization 2017 2016 2017 2016 Manufacturing $ 50,495 $ — $ 74,344 $ — Neurostimulation 11,172 31,581 1,203,169 636,822 Other — 986 20,197 99 Consolidated total $ 61,667 $ 32,567 $ 1,297,710 $ 636,921 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
EQUITY | NOTE 11 – EQUITY Common Stock Issuances During the year ended December 31, 2017, the Company issued an aggregate of 715,667 shares of the Company’s restricted common stock for certain legal, corporate structuring and research and development consulting services rendered by third-party consultants. The foregoing shares were valued at $610,893. On March 17, 2017, the Company offered to current warrant holders who participated in the 2016 Private Placement which closed on December 2, 2016, the opportunity to convert their warrants into common stock of the Company on the following terms (the “Warrant Conversion Offer”). The offer terms included the exercise of seventeen (17) warrants for seventeen (17) shares of the Company’s common stock at an exercise price of $0.01 per share for every one hundred (100) warrants owned. The remaining eighty-three (83) warrants per hundred warrants owned would be cancelled. The offer was on an all-or-nothing basis to convert all warrants held by each warrant holder (the “Warrant Conversion Offer”). Pursuant to the offer, 593,598 warrants have been exercised for an aggregate of 593,598 shares of the Company’s common stock and 2,898,151 warrants were cancelled in connection with the Warrant Conversion Offer. The total proceeds from the exercise of the 593,598 warrants pursuant to the Warrant Conversion Offer were $5,936. The Company conducted the 2017 Private Placement, which closed on July 20, 2017 for up to 2,000,000 shares of common stock to accredited investors only. Pursuant to which it would receive up to $2,500,000 in proceeds. The shares of common stock were offered at $1.25 per share. The Company received $1,165,000 from the sale of common stock and issued 932,000 shares of common stock. On December 15, 2016, Mr. Rosellini sold, assigned, and transferred all his right, title, and interest in and to the license owned by him related to the Siemens Patents to the Company pursuant to a Patent License Asset Purchase Agreement (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, during the year ended December 31, 2017, 3,050,000 shares of the Company’s restricted common stock were issued to Mr. Rosellini valued at $3,050,000. See Note 13 – Related Party Transactions, Patent License Agreement (Siemens Patents) and Patent License Asset Purchase Agreement to the Consolidated Financial Statements included herein. On August 21, 2017, the Company entered into a securities purchase agreement with LC to provide the Company with additional resources to conduct its business. Pursuant to the SPA, the Company issued to LC the Commitment Shares as consideration for entering into the SPA with the Company. The shares were valued at $100,000. On September 28, 2017, the Company issued 24,000 shares of common stock to an individual subscriber of the 2016 Private Placement. $20,000 of the subscription was previously recorded in Equity Instruments to be Issued. The remaining $4,000 of the subscription was deposited and the shares were transferred to common stock and Additional paid in capital on the balance sheet. The shares were valued at $24,000. On October 9, 2017, the Company issued 150,000 shares of the Company’s restricted common stock through a subscription of the shares for cash to Henri Decloux following NMB’s acquisition of INGEST and Medi-Line. Henri Decloux was one of the two previous owners and sellers of INGEST to NMB. HD Resources, SPRL (“HD”) is owned by Henri Decloux and Medi-Line has contracted with HD for the management of Medi-Line. On October 9, 2017, the Company issued 81,035 shares of the Company’s restricted common stock to RS, a company controlled by our Chief Executive Officer, William Rosellini, as repayment for 81,035 shares of the Company’s restricted common stock RS loaned to NMB for payment of outstanding vendor invoices. On December 29, 2017 an additional 61,884 shares of the Company’s restricted common stock were issued to RS in settlement for a cash loan to NMB from RS and for an adjustment to the market value of the 81,035 shares described above per the debt repayment agreement dated December 29, 2017. In total, the 142,919 shares were valued $119,746. On November 22, 2017, Michael Rosellini exercised his right to purchase 200,000 shares of the Company’s restricted common stock. The cashless exercise pursuant to the warrant was elected and the Company issued 12,500 shares of restricted common stock pursuant to the exercise. On December 7, 2017, 56,000 shares originally issued to Ron Conquest were cancelled pursuant to a Resignation and Release agreement dated November 7, 2017. On December 29, 2017, the Company issued to Michael Rosellini 77,008 shares of the Company’s restricted common stock as repayment for a loan to the Company per the loan agreement dated December 29, 2017. The shares were valued at $48,130. Michael Rosellini is a shareholder of the Company and father of our Chief Executive Officer. On August 21, 2017, the Company offered to current employees the opportunity to purchase shares of the Company’s restricted common stock for a discount through payroll deductions. As of the date of this filing, 203,635 shares of the Company’s restricted common stock were issued. The shares were valued at $127,247. Related to the Merger with NXDE, 1,659,943 shares of the Company’s common stock were recorded as issued as of the closing of the merger. The Company had been unsuccessful in contacting five NXDE preferred stock holders and issuing 77,725 shares of the Company’s stock. In 2017, these shares are valued at $77,725 and have been adjusted from Common stock and Additional paid in capital to Equity instruments to be issued until these shares can be issued. On October 25, 2017, the Company issued 11,886 shares of the Company’s common stock to one of the five beneficial owners. The value of these shares is $11,886. As of December 31, 2017, 65,839 shares remain unissued and recorded as Equity instruments to be issued. The issuance of the above securities was deemed to be exempt from the registration requirements of the Securities Act, by Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering. Warrants On February 1, 2016, the Company initiated a private placement for the sale of up to 5,500,000 units at $1.00 per Unit (the “2016 Private Placement”). Each Unit consists of one share of restricted common stock and one warrant to purchase one additional share of restricted common stock. The 2016 Private Placement was closed on December 2, 2016. The warrants have an exercise price of $2.00 per share and expire 36 months from the date of issue. The warrants have limited transferability to an affiliate of the holder only, cannot be sold as a warrant and do not contain cashless exercise provisions. On March 17, 2017, the Company offered to current warrant holders who participated in the 2016 Private Placement the opportunity to convert their warrants into common stock of the Company on the following terms (the “Warrant Conversion Offer”). The offer terms included the exercise of seventeen (17) warrants for seventeen (17) shares of the Company’s common stock at an exercise price of $0.01 per share for every one hundred (100) warrants owned. The remaining eighty-three (83) warrants per hundred warrants owned would be cancelled. The offer was on an all-or-nothing basis to convert all warrants held by each warrant holder. As of December 31,2017, 593,598 warrants have been exercised for an aggregate of 593,598 shares of the Company’s common stock and 2,898,151 warrants were cancelled in connection with the Warrant Conversion Offer and 660,761 warrants are outstanding related to the 2016 Private Placement. 24,000 of the outstanding 660,761 warrants were issued in the year ended December 31, 2017 upon completion of the subscription agreement by an individual subscriber of the 2016 Private Placement. On August 21, 2017, the Company entered into a securities purchase agreement with LC to provide the Company with additional resources to conduct its business. Pursuant to the SPA, the Company issued to LC warrants to purchase 250,000 shares of the Company’s common stock with an exercise price of $2.50 per share purchased and having a 2-year term and issued warrants to purchase 250,000 shares of the Company’s common stock with an exercise price of $3.00 per share purchased and having a 5-year term. The options were valued at $54,266 using the Black-Scholes option pricing model using a risk-free rate of 1.33%, expected volatility of 44.45%, expected life of 2 and 5 years, far value of the Company’s common stock of $1.25 with no expected dividends. In connection with the securities purchase agreement with LC, Michael Rosellini, a shareholder in the Company and father of the Company’s CEO William Rosellini, provided a personal guarantee in the amount of $1,120,000 to induce LC to make the loan to the Company and accept the promissory note in the amount of $1,120,000. As consideration for providing the personal guarantee, the Company issued Michael Rosellini warrants to purchase 200,000 shares of the Company’s common stock with an exercise price of $1.50 per share purchased and having a 2-year term. The options were valued at $35,924 using the Black-Scholes option pricing model using a risk-free rate of 1.33%, expected volatility of 44.45%, expected life of 2 years, far value of the Company’s common stock of $1.25 with no expected dividends. Note 13 –Related Party Transactions Warrants Issued for Personal Guarantee. On November 22, 2017, Michael Rosellini exercised his right to purchase 200,000 shares of the Company’s restricted common stock. The cashless exercise pursuant to the warrant was elected and the Company issued 12,500 shares of restricted common stock pursuant to the exercise. As of December 31, 2017, 793,598 warrants have been exercised and 2,898,151 warrants have been cancelled. As of December 31, 2017, a total of 1,160,761 shares of common stock of the Company have been reserved for issuance upon exercise of the warrants. Options Grants – 2016 Plan The Company may, from time to time, issue certain equity awards pursuant to our 2016 Plan. The 2016 Plan was adopted by our Board of Directors on January 2, 2016 and was subsequently approved by our shareholders. The Company reserved 5,000,000 shares of common stock for issuance pursuant option grants under the 2016 Plan. During the year ended December 31, 2017, the Company issued stock options to purchase a total of 1,895,200 shares of the Company’s common stock under the 2016 Plan, with exercise prices ranging from $1.00 to $2.00 per share and cancelled 677,000 shares with an exercise price of $1.00, as follows: (i) Granted to the Chief Science Officer of Nexeon Medsystems Puerto Rico Operating Company Corporation, a wholly owned subsidiary of the Company, 100,000 incentive stock options to purchase 100,000 shares of common stock, with an exercise price of $1.00 per share. The options vest in monthly increments of 8,333 options per month for 11 months and 8,337 options shall vest in the 12 th th (ii) Granted to a Director appointed to the Board of Directors nonqualified stock options to purchase a total of 50,000 shares of common stock, in four grants of 12,500 each, with a weighted average exercise price of $1.45 per share. The options are immediately exercisable, and each option grant expires four years from the date of grant. The fair value of the options was determined to be $20,679 using the Black-Scholes Option Pricing Model. (iii) Granted to a second Director appointed to the Board of Directors nonqualified stock options to purchase a total of 50,000 shares of common stock, in three grants of 12,500 each, with a weighted average exercise price of $1.45 per share. The options are immediately exercisable, and each option grant expires four years from the date of grant. The fair value of the options was determined to be $20,679 using the Black-Scholes Option Pricing Model. (iv) Granted to our Vice President, Sales and Marketing, an initial grant of 220,000 nontransferable incentive stock options to purchase 220,000 shares of common stock, with an exercise price of $1.25 per share. Each option shall expire 36 months from the date of vesting. The options shall vest at the rate of 6,111 options per month for a period of 35 months and 6,115 options shall vest in the 36th month. Vesting commences on the first day of the month following the Grant Date. The fair value of the options was determined to be $33,392 using the Black-Scholes Option Pricing Model. (v) Granted to a consultant of the Company nonqualified stock options to purchase a total of 150,000 shares of common stock, with an exercise price of $1.00 per share. The options shall vest at the rate of 50,000 options per year beginning on January 2, 2018, 50,000 options on January 2, 2019 and 50,000 options on January 2, 2020 and each option grant expires three years from the date of vesting. The fair value of the options was determined to be $35,917 using the Black-Scholes Option Pricing Model. The total 150,000 options were cancelled upon resignation of the consultant prior to vesting of the options. (vi) Granted to a consultant of the Company nonqualified stock options to purchase a total of 380,000 shares of common stock, with an exercise price of $1.00 per share. 84,448 options vested immediately and the remaining 295,552 options vest over 28 months at approximately 10,556 options per month from the grant date and each option grant expires three years from the date of vesting. The fair value of the options was determined to be $128,778 using the Black-Scholes Option Pricing Model. (vii) Three non-executive employees of NMB were granted stock options upon the acquisition of NMB by the Company. Stock options to purchase a total of 725,000 shares of common stock with an exercise price of $1.25 were granted. 161,104 options vested immediately and the remaining 563,896 will vest over 28 months from the grant date at approximately 20,138 per month and each option grant expires four years from the date of vesting. The fair value of the options was determined to be $204,532 using the Black-Scholes Option Pricing Model. (viii) Granted to a consultant of NMB nonqualified stock options to purchase a total of 25,200 shares of common stock, with an exercise price of $1.00 per share. The options vest at a rate of 2,100 per month and vesting commences on the first day of the month following the Grant Date and each option expires three years from the date of vesting. The fair value of the options was determined to be $6,706 using the Black-Scholes Option Pricing Model. (ix) On November 6th, 2017, Mark Bates resigned from his position as Chief Innovation Officer and member of the Board of Directors. Pursuant to the severance agreement between Dr. Bates and the Company, of the original grant of 252,000 options on April 1, 2016, 102,000 options were cancelled, and 150,000 options became fully vested. The options were valued at $563,754 using the Black-Scholes option pricing model with the following weighted average assumptions: Risk-free interest rate 1.56 % Expected life 3.41 years Expected dividends 0.00 % Expected volatility 46.51 % Fair value of the Company's common stock $ 1.14 Aggregate options expense recognized for the year ended December 31, 2017 was $319,057. As of December 31, 2017, there were 1,319,800 shares available for grant under the 2016 Plan, excluding the 3,680,200 options outstanding. As of December 31, 2017, there were 2,375,200 incentive stock options outstanding to purchase an aggregate of 3,680,200 shares of common stock and 1,305,200 non-qualified options outstanding to purchase an aggregate of 1,305,200 shares of the Company's common stock and 1,449,800 shares available for grant under the 2016 Plan. Stock option activity, both within and outside the 2016 Plan, and warrant activity for the year ended December 31, 2017, are as follows: Stock Options Stock Warrants Weighted Weighted Average Exercise Shares Price Shares Price Outstanding December 31, 2016 2,332,000 $ 1.00 4,128,510 $ 2.00 Granted 2,025,200 1.14 724,000 2.38 Canceled (677,000 ) 1.00 (2,898,151 ) 2.00 Expired — — — — Exercised — — (793,598 ) 0.39 Outstanding at December 31, 2017 3,680,200 $ 1.08 1,160,761 $ 2.32 Exercisable at December 31, 2017 1,480,400 $ 1.07 1,160,761 $ 2.32 The range of exercise prices and remaining weighted average life of the options outstanding at December 31, 2017 were $1.00 to $2.00 and 2.56 to 6.92 years, respectively. The range of exercise prices and remaining weighted average life of the warrants outstanding at December 31, 2017 were $1.00 to $3.00 and 1.10 to 4.67 years, respectively. |
2016 Omnibus Incentive Plan
2016 Omnibus Incentive Plan | 12 Months Ended |
Dec. 31, 2017 | |
2016 Omnibus Incentive Plan [Abstract] | |
2016 OMNIBUS INCENTIVE PLAN | NOTE 12 – 2016 OMNIBUS INCENTIVE PLAN The 2016 Plan was adopted by our Board of Directors on January 2, 2016 and was subsequently approved by our shareholders. As of December 31, 2017, options to purchase a total of 3,680,200 shares of the Company's common stock were issued under the 2016 Plan, 2,685,200 with an exercise price of $1.00 per share and 945,000 with an exercise price of $1.25 per share and 25,000 with an exercise price of $1.80 per share and 25,000 with an exercise price of $2.00 per share. 454,656 options vested immediately upon grant and the remaining vest in varying amounts ranging from 100,000 annually to monthly increments ranging from 2,083 to 17,000 based on individual stock option agreements. The options have terms as follows: 1,705,200 options have a three-year term starting on each date of vesting, 825,000 options have a four-year term starting on each date of vesting, and 1,150,000 have an eight-year term starting on the date of vesting. The 2016 Plan is administered by a committee of two or more non-employee independent directors designated by the Board. The committee shall perform the requisite duties with respect to awards granted. The committee currently determines to whom awards are made, the timing of any such awards, the type of securities, and number of shares covered by each award, as well as the terms, conditions, performance criteria, restrictions, and other provisions of awards. The committee has the authority to cancel or suspend awards, accelerate the vesting, or extend the exercise period of any awards made pursuant to the 2016 Plan. Shares Available under the 2016 Plan The maximum shares available for issuance under the 2016 Plan are 5,000,000 shares, subject to adjustment as set forth in the 2016 Plan. Any shares subject to an award that expires, is cancelled or forfeited or is settled for cash shall, to the extent of such cancelation, forfeiture, expiration or cash settlement, again become available for awards under the 2016 Plan. The committee can issue awards comprised of restricted stock, stock options, stock appreciation rights, stock units and other awards, as set forth in the 2016 Plan. Transferability Except as otherwise provided in the 2016 Plan, (i) during the lifetime of a participant, only the participant or the participant’s guardian or legal representative may exercise an option or stock appreciation right, or receive payment with respect to any other award and (ii) no award may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than by will or the laws of descent and distribution. Change in Control In the event of a merger, the surviving or successor entity (or its parent) may continue, assume or replace outstanding awards as of the date of the relevant transaction and such awards or replacements therefore shall remain outstanding and be governed by their respective terms. Such awards or replacements can be executed in part on the condition that the contractual obligations represented by the award are expressly assumed by the surviving or successor entity (or its parent) with appropriate adjustments to the number and type of securities subject to the award and the exercise price thereof so as to preserve the intrinsic value of the award existing at the time of the relevant transaction. Alternatively, the surviving or successor entity (or its parent) could issue to a participant a comparable equity-based award that preserves the intrinsic value of the original award existing at the time of the relevant transaction and contains terms and conditions that are substantially similar to those of the award. If and to the extent that outstanding awards under the 2016 Plan are not continued, assumed or replaced in connection with a merger or relevant corporate transaction, then all outstanding awards shall become fully vested and exercisable for such period of time prior to the effective date of the relevant transaction as is deemed fair and equitable by the committee and shall terminate at the effective date of said transaction. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2017, the Company had the following transactions with related parties. Patent License Agreement (Siemens Patents) and Patent License Asset Purchase Agreement Shares Issued During the year ended December 31, 2017, the Company issued to Mr. Rosellini 3,050,000 shares of the Company’s restricted common stock valued at $3,050,000 in connection with the Patent License Agreement. On September 29, 2016, William Rosellini, our Chief Executive Officer, a director and a majority shareholder of the Company, entered into a patent license agreement (the “License Agreement”) with Magnus IP GmbH, German corporation (“Magnus”). Pursuant to the terms of the License Agreement, Magnus granted to Mr. Rosellini, and his affiliates, a non-exclusive, non-transferable, non-assignable without the right to sublicense worldwide license to a portfolio of 86 patents, referred to herein as the “Siemens Patents”. The intellectual property relates to IOT technology as described by a system of interrelated computing devices, mechanical and digital machines, objects, animals, and/or people that have unique identifiers and a subsequent ability to transfer data over a network without requiring human-to-human or human-to-computer interaction. This technology can be utilized in a wide variety of medical device applications, most notably in hospitals, nursing facilities, or patients’ homes. On December 15, 2016, Mr. Rosellini sold, assigned, and transferred all his right, title, and interest in and to the license owned by him related to the Siemens Patents to the Company pursuant to the Purchase Agreement. As consideration for the transfer of the Siemens Patents and the license related thereto, the Company paid to Mr. Rosellini the sum of $140,000 in cash and 3,050,000 shares of the Company’s restricted common stock valued at $3,050,000. January 6, 2017 Stock Exchange Agreement On January 6, 2017, the Company and RS, a company controlled by our CEO William Rosellini, entered into a stock exchange agreement. Subject to the terms and conditions set forth the stock exchange agreement, on the Effective Date, RS sold, transferred, and assigned to Nexeon all of its right, title and interest in and to 100 shares of common stock of MicroTransponder Inc., a Delaware corporation (the “MTI Shares”) in exchange for 389 shares of common stock of Emeritus Clinical Solutions, Inc. (formerly Telemend, Inc.), a Texas corporation, owned by Nexeon and Nexeon sold, transferred and assigned to RS 389 shares of common stock of Emeritus Clinical Solutions, Inc. in exchange for the 100 MTI Shares. January 10, 2017 Acquisition Agreement On January 10, 2017, RS, a company controlled by our CEO, William Rosellini, and Nexeon Europe, which is a wholly-owned subsidiary of the Company, and in the presence of NMB, entered into an acquisition agreement. RS is the sole shareholder of NMB owning 107,154 shares (the “NMB Shares”). Pursuant to the acquisition agreement, RS granted to Nexeon Europe the exclusive and irrevocable right to purchase the NMB Shares upon the terms and conditions set forth in the acquisition agreement (the “Right to Purchase”). The consideration for the Right to Purchase is US $1,000 (the “Acquisition Price”). Nexeon Europe shall have the right to exercise the Right to Purchase commencing from the date of the acquisition agreement and terminating on December 31, 2017 (the “Acquisition Period”). In the event Nexeon Europe exercises the Right to Purchase, the acquisition agreement shall be automatically deemed converted into and considered a share transfer agreement for the purchase of the NMB Shares and the Acquisition Price shall be considered the purchase price of the NMB Shares and shall be deemed to have been satisfied by Nexeon Europe to RS as of the date of the acquisition agreement. If Nexeon Europe elects not to exercise the Right to Purchase on or before December 31, 2017, then the acquisition agreement shall become null and void and of no further force and effect. On September 1, 2017, through its wholly-owned subsidiary Nexeon Europe, the Company completed the acquisition of NMB, along with NMB’s wholly owned subsidiaries Medi-Line and its holding company INGEST, which are incorporated under the laws of Belgium. INGEST is the holding company for Medi-Line. The option price of $1,000 is due and payable to RS and is recorded as Due to related party on the balance sheet as of December 31, 2017. Warrant Conversion Offer On March 21, 2017, the Company offered to current warrant holders who participated in the 2016 Private Placement which closed on December 2, 2016, the opportunity to convert their warrants into common stock of the Company on the following terms. The offer terms included the exercise of seventeen (17) warrants for seventeen (17) shares of the Company’s common stock at an exercise price of $0.01 per share for every one hundred (100) warrants owned. The remaining eighty-three (83) warrants per hundred warrants owned would be cancelled. The offer was on an all-or-nothing basis to convert all warrants held by each warrant holder. During the year ended December 31, 2017, the following officers, directors and related parties have converted warrants pursuant to the Warrant Exchange Offer, as follows: Mark C. Bates, previously our Chief Innovation Officer and a Director, held 370,000 warrants and pursuant to the terms of the Warrant Conversion Offer, converted 62,900 warrants into 62,900 shares of common stock, with 307,100 warrants being cancelled. The 62,900 shares of common stock were value at $629. Dr. Michael Rosellini, the father of William Rosellini, our Chief Executive Officer, held 617,000 warrants individually and 600,000 warrants under the Michael Rosellini ROTH IRA. Dr. Rosellini, pursuant to the terms of the Warrant Conversion Offer, converted 206,890 warrants into 206,890 shares of common stock, with 1,010,110 warrants being cancelled. The 206,890 shares of common stock are held as follows: 104,890 shares by Dr. Rosellini individually and 102,000 shares by the Michael Rosellini ROTH IRA. The 206,890 shares of common stock were value at $2,069. Michael Neitzel, a Director, held 500,000 warrants through Yorkville MGB Investments, LLC (“Yorkville”). Mr. Neitzel is the Managing Partner of Yorkville. Mr. Neitzel converted 85,000 warrants into 85,000 shares of common stock pursuant to the terms of the Warrant Conversion Offer, with 415,000 warrants being cancelled. The 85,000 shares of common stock were value at $850. Nuviant Medical, GmbH Waiver of Debt Agreement On May 19, NMB entered into a Waiver of debt agreement to waive the outstanding loan balance and accrued interest outstanding pursuant to the September 21, 2015, loan agreement between NMB and Nuviant Medical, GmbH, a related entity to RS. The agreement waives the outstanding balance of the loan and accrued interest in the amount $171,946 and thereby waiving any right or action in respect to this debt. An expense had been recorded as bad debt on the statement of comprehensive income in the amount $174,252. During the year ended December 31, 2017 and prior to the waiver of debt agreement, NMB loaned Nuviant Medical, GmbH $59,027. RS Loan of Nexeon MedSystems Inc Common Stock and Debt Repayment Agreement Dated December 29, 2017 On June 23, 2017, RS transferred 81,035 shares of restricted common stock of the Company to NMB. The shares were valued at $107,292. The loan is non-interest bearing and is to be re-paid to RS in Nexeon MedSystems Inc restricted common stock issued by the Company through an intercompany loan with NMB. The 81,035 shares were exchanged for outstanding payables to vendors of NMB in the amount of $107,292. On October 9, 2017, the Company issued 81,035 shares of the Company’s restricted common stock to RS, a company controlled by our Chief Executive Officer, William Rosellini as repayment for 81,035 shares of the Company’s restricted common stock RS loaned to NMB for payment of outstanding vendor invoices. On December 29, 2017 an additional 61,884 shares of the Company’s restricted common stock were issued to RS in settlement for a cash loan to NMB from RS and for an adjustment to the market value of the 81,035 shares described above per the debt repayment agreement dated December 29, 2017. In total, the 142,919 shares were valued $119,746. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act, by Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering. Warrants Issued for Personal Guarantee In connection with the securities purchase agreement with LC, Michael Rosellini, a shareholder in the Company and father of the Company’s CEO William Rosellini, provided a personal guarantee in the amount of $1,120,000 to induce LC to make the loan to the Company and accept the promissory note in the amount of $1,120,000. As consideration for providing the personal guarantee, the Company issued Michael Rosellini warrants to purchase 200,000 shares of the Company’s common stock with an exercise price of $1.50 per share purchased and having a 2-year term. On November 22, 2017, Michael Rosellini exercised his right to purchase 200,000 shares of the Company’s restricted common stock. The cashless exercise pursuant to the warrant was elected and the Company issued 12,500 shares of restricted common stock pursuant to the exercise. Share Loan Agreement Dated December 29, 2017 On December 29, 2017, the Company issued 77,008 shares of restricted common stock pursuant to the share loan agreement with Michael Rosellini as repayment for a loan of 53,214 shares of registered common stock borrowed by the Company and used to pay certain vendors of the Company. The 77,008 restricted shares were valued at $48,130. Michael Rosellini is a shareholder of the Company and father of our Chief Executive Officer. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES The Company is subject to a patent royalty agreement that requires 3% of Net Product Sales received from commercialization of the 35 patents or other intellectual property acquired in the Merger with NXDE to be paid to NXDE, LLC. No sales have been generated from any of the acquired patents or intellectual property. The Company acquired a non-exclusive license to a portfolio of 86 patents and is subject to a 6% royalty to Magnus IP GmbH of the Net Sales of all licensed products sold, licensed, leased or otherwise disposed of pursuant to the license. No sales have been generated from the licensed intellectual property. |
Concentration
Concentration | 12 Months Ended |
Dec. 31, 2017 | |
Concentration [Abstract] | |
CONCENTRATION | NOTE 15 – CONCENTRATION For the year ended December 31, 2017, two of our customers accounted for approximately 45% and 23% of sales. For the year ended December 31, 2016, one of our customer accounted for approximately 94% of sales. For the year ended December 31, 2017, the company purchased approximately 13% of its products from one distributor, as compared to 2016 where no distributor accounted for more than 10% of product purchased. For the year ended December 31, 2017, three of our customers accounted for 54%, 15% and 15% of accounts receivable, as compared to 2016 where no customer accounted for more than 10% of accounts receivable. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS On February 28, 2018, pursuant to the 2016 Plan, the Compensation Committee of the Board of Director’s approved the following stock options grants: (i) Granted to the Company’s Chief Executive Officer, incentive stock option to purchase up to 250,000 shares of common stock with an exercise price of $0.76 per share. 125,000 options vested immediately and the remaining 125,000 options vest on the anniversary of the grant date. Granted non-qualified stock options to purchase up to 900,000 shares of common stock with an exercise price of $0.76 per share. These options vest in equal monthly amounts of 37,500 beginning on March 1, 2018. Each option grant expires three years from the date of vesting. The fair value of the options was determined to be $226,009 using the Black-Scholes Option Pricing Model. (ii) Granted to the Company’s Chief Commercialization officer non-qualified stock options to purchase up to 57,000 shares of common stock with an exercise price of $0.76 per share. These options vested immediately on the grant date. The options expire eight years from the date of vesting. The fair value of the options was determined to be $12,855 using the Black-Scholes Option Pricing Model. (iii) Granted to the Company’s Chief Financial Officer, non-qualified stock options to purchase up to 40,000 shares of common stock with an exercise price of $0.76 per share. These options vested immediately upon grant date. Each option grant expires three years from the date of vesting. The fair value of the options was determined to be $9,021 using the Black-Scholes Option Pricing Model. (iv) Granted to the Vice President Sales and Marketing incentive stock options to purchase up to 11,000 shares of common stock with an exercise price of $0.76 per share. These options vested immediately on the grant date. The options expire three years from the date of vesting. The fair value of the options was determined to be $2,481 using the Black-Scholes Option Pricing Model. (v) Granted to non-executive employees incentive stock options to purchase up to 46,200 shares of common stock with an exercise price of $0.76 per share. 31,200 of these options vested immediately on the grant date and 15,000 vest in equal monthly amounts of 2,500 beginning on March 1, 2018. The options expire three years from the date of vesting. The fair value of the options was determined to be $10,420 using the Black-Scholes Option Pricing Model. On February 23, 2018, Medi-Line’s line of credit with CBC bank was amended to increase the advance amount to €300,000 approximately $368,982 and structure the financing as a straight loan with an interest rate of 1.25% above the EURIBOR rate for the period the funds are drawn down. The €300,000 will be available for drawdown through April 30, 2018 at which point the facility will be reduced to €200,000 and further reduced €100,000 on May 31, 2018. The security includes a pledge of Medi-Line business assets in the amount of €300,000. On March 8, 2018, the Company issued an aggregate of 23,744 shares of the Company’s restricted common stock for certain sales and marketing and software consulting services rendered by third-party consultants. The foregoing shares were valued at $14,840. 8,160 of these shares were issued to Daniel Powell, the Company’s Vice President Sales and Marketing. These shares were issued for services provided by Mr. Powell prior to his employment by the Company. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act, by Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering. On March 31, 2018, pursuant to the 2016 Plan, the Company issued the following stock options per director’s agreements: (i) Granted to a director appointed to the Board of Directors nonqualified stock options to purchase a total of 12,500 shares of common stock with an exercise price of $0.865 per share. The options are immediately exercisable, and each option grant expires four years from the date of grant. The fair value of the options was determined to be $3,596 using the Black-Scholes Option Pricing Model. (ii) Granted to a second director appointed to the Board of Directors nonqualified stock options to purchase a total of 12,500 shares of common stock with an exercise price of $0.865 per share. The options are immediately exercisable, and each option grant expires four years from the date of grant. The fair value of the options was determined to be $3,596 using the Black-Scholes Option Pricing Model. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Management Estimates and Assumptions | Management Estimates and Assumptions The preparation of the Company’s financial statements are in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates. |
Principals of Consolidation | Principals of Consolidation The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries. All material inter-company accounts, transactions, and profits have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers those short-term, highly liquid investments with maturities of three months or less as cash and cash equivalents. The Company currently has no cash equivalents. |
Long-lived Assets | Long-lived Assets Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value, of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company recognized impairment losses in the amount of $74,483 during the year ended December 31, 2017. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Equipment is depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized based upon the lesser of the term of the lease or the useful life of the asset and such expense is included in depreciation expense. Repair and maintenance costs are expensed as incurred. The Company capitalizes all furniture and equipment with cost greater than $1,000 and benefiting more than one accounting period in the period purchased. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company calculates net income (loss) per share as required by Accounting Standards Codification subtopic 260-10, “ Earnings per Share” |
Revenue Recognition | Revenue Recognition Revenues currently consist of single use medical devices for the medical and pharmaceutical sectors at Med-Line and pre-clinical neurostimulation device sales at NMB. We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable. The Company will record revenue when it is realizable and earned and the services have been rendered to the customers. Additionally, the Company will record revenue from the sale of its manufactured products and medical devices when the product is delivered to the customer. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. All tax positions are first analyzed to determine if the weight of available evidence indicates that it is more likely than not that the position will be sustained under audit, including resolution of any related appeals or litigation processes. After the initial analysis, the tax benefit is measured as the largest amount that is more than 50% likely of being realized upon ultimate settlement. If the Company is required to pay interest on the underpayment of income taxes, the Company recognizes interest expense in the first period the interest becomes due according to the provisions of the relevant tax law. If the Company is subject to payment of penalties, the Company recognizes an expense for the amount of the statutory penalty in the period when the position is taken on the income tax return. If the penalty was not recognized in the period when the position was initially taken, the expense is recognized in the period when the Company changes its judgment about meeting minimum statutory thresholds related to the initial position taken. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are charges to expense as incurred. Research and development expenses include, but are not limited to, product development, clinical and regulatory expenses, payroll and other personnel expenses, materials, supplies, consulting costs, and non-recurring engineering costs. These expenses are assigned to the research, development and clinical projects to develop the Company’s implantable neurostimulation, sensing, and recording technology for a variety of clinical therapeutic applications and for manufacturing product development. The Company has been awarded grants subsidies for on-going research and development projects from the National Institutes of Health Department of Health and Human Services, through the Public Service of Wallonia - Department of Technology Development and the Research Programs Department (the Wallonia region is located in South Brussels, in Belgium) and the Cancer Prevention and Research Institute of Texas to support our research projects with potential for commercialization. The Company receives the funding in a combination of advance payments at commencement of a project and through reimbursement requests, invoices, for applicable research and development expenses as expenses are incurred. These grants and subsidies provide non-dilutive funds that do not include a repayment obligation. Participation by the granting agency typically accounts for 50% to 100% of the project costs in grants or subsidies. The Company recognizes the amounts receivable in regard to the grants contracts at fair value when there is reasonable assurance that the contract amount will be received and that all the conditions of the specific contract will be complied with in order to properly match the reimbursements with the specific expenditures that the specific contract intends to reimburse. The Company recognizes the amounts received in accordance with the contracts as a reduction of research and development expenses over the periods necessary to match the contract on a systematic basis to the costs that it is intended to compensate. The Company records, on the balance sheet, Grants receivable upon meeting the criteria discussed above until cash is received. Where the Company receives payments in advance it is recorded as Advance grant payments on the balance sheet and relieved against research and development expense as the associated costs are incurred. As of December 31, 2017, the Company has $804,152 in Grants receivable for project expenses invoiced and to be invoiced, but not yet paid which have been recorded as a reduction of research and development expense in the accompanying statement of operations and $935,817 in Advance payments received and yet to be expended. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The Company’s reporting currency is the U.S. dollar. The Company’s operations in Belgium use their local currencies as their functional currency. The financial statements in foreign currency are translated into U.S. Dollars, “USD,” in accordance with ASC Topic 830, Foreign Currency Translation. All assets and liabilities are translated at the year-end currency exchange rate, stockholders’ equity items are translated at the historical rates and income statement items are translated at the average exchange rate prevailing during the year. Translation adjustments resulting from this process are reported under other comprehensive income (“OCI”) in accordance with ASC Topic 220, Reporting Comprehensive Income as a Component of Stockholders’ Equity. Foreign exchange transaction gains and losses are reflected in the statement of comprehensive income. |
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines “fair value” as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company currently has no assets or liabilities valued at fair value on a recurring basis. |
Investments in Non-Consolidated Subsidiaries | Investments in Non-Consolidated Subsidiaries Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. The Company accounts for its investment in MicroTransponder, Inc. under the cost method due to the lack of significant influence. |
Leases | Leases Leases are reviewed and classified as capital or operating at their inception in accordance with ASC Topic 840, Accounting for Leases. For leases that contain rent escalations, the Company records monthly rent expense equal to the total amount of the payments due in the reporting period over the lease term. The difference between rent expense recorded and the amount paid is credited or charged to deferred rent account, when presented on balance sheet. |
Acquired Intangibles | Acquired Intangibles Acquired intangibles include patents and patent licenses acquired by the Company, which are recorded at fair value, assigned an estimated useful life, and are amortized on a straight-line basis over their estimated useful lives ranging from 3 to 19 years. The Company periodically evaluates whether current facts or circumstances indicate that the carrying values of its acquired intangibles may not be recoverable. If such circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets, or appropriate asset groupings, is compared to the carrying value to determine whether an impairment exists. If the asset is determined to be impaired, the loss is measured based on the difference between the carrying value of the intangible asset and its fair value, which is determined based on the net present value of estimated future cash flows. |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 “Contracts in Entity's Own Equity.” |
Stock-Based Compensation | Stock-Based Compensation ASC 718 requires companies to measure all stock compensation awards using a fair value method and recognize the related compensation cost in its financial statements. Beginning with the Company’s quarterly period that began on January 1, 2016, the Company adopted the provisions of FASB ASC 718 and expenses the fair value of employee stock options and similar awards in the financial statements. The Company accounts for share-based payments in accordance with ASC 718, “ Compensation - Stock Compensation Measurement Objective – Fair Value at Grant Date The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments, and is recognized as expense over the service period. During the years ended December 31, 2017 and 2016, the Company recognized stock-based compensation expense aggregating $319,057 and $82,284, respectively for common stock options issued to Company personnel, directors and consultants. Stock-based compensation consisting of restricted common stock issued to employees aggregating $127,247 and $0, respectively, and paid stock-based compensation consisting of restricted common stock issued to non-employees aggregating $610,893 and $171,500, respectively. During the years ended December 31, 2017 and 2016, the Company paid stock-based compensation, to affiliates aggregating $0 and $252, respectively. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC during the current reporting period did not, or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Summary of recognized for assets acquired and liabilities assumed of acquisition | Preliminary Final August 30 2017 December 31, 2017 Purchase price $ 1,740,102 $ 1,740,102 Cash and cash equivalents 670,244 670,244 Inventory 2,224,907 2,100,668 Accounts receivable 1,384,957 1,384,957 Grants receivable 190,002 190,002 Other current assets 21,819 21,819 Property, plant and equipment 1,728,151 3,633,826 Software licenses 35,513 — Note receivable 540,032 540,032 Intangible assets 445,585 2,150,000 Total Assets Acquired 7,241,210 10,691,548 Current liabilities 2,452,166 2,225,735 Deferred charges 12,244 12,244 Non-current liabilities 2,401,913 2,401,913 Total Liabilities Assumed 4,866,323 4,639,892 Net Assets Acquired 2,374,887 6,015,656 Goodwill $ (634,785 ) $ (4,311,554 ) |
Schedule of unaudited pro forma consolidated results | December 31, 2017 2016 Revenues $ 7,880,467 $ 8,496,687 Net income (loss) (1,837,096 ) (504,113 ) Net income (loss) per common share, basic and diluted $ (0.07 ) $ (0.03 ) |
Loans and Leases (Tables)
Loans and Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Loans and Leases [Abstract] | |
Schedule of long-term debt | Carrying Amount Long-Term Debt 12.00% Senior Convertible Secured Note, amortization begins 2018, 2019 maturity $ 1,120,000 1.27% Secured Bank Loan, monthly amortization, 2024 maturity 1,943,518 1.27% Secured Bank Loan, monthly amortization, 2024 maturity 314,393 0.72% Secured Bank Loan, monthly amortization, 2020 maturity 43,223 Loan Subsidy, amortization begins 2018, 2032 maturity 179,600 Revolving Credit 23,173 KBC Accounts Receivable Factoring 49,018 Capitalized Building lease 749,337 Capitalized Equipment lease 21,502 Less: original purchase discount, net of amortization (228,555 ) Total debt 4,215,209 Less: current portion of debt, net of original discount current portion (866,479 ) Total long-term debt $ 3,348,730 |
Schedule of aggregate maturities of long-term obligations | 2018 2019 2020 2021 2022 After 2022 Loans and notes $ 658,041 1,009,136 349,620 351,253 355,518 720,802 Capital leases 208,438 187,201 187,467 187,733 — — Total $ 866,479 1,196,337 537,087 538,986 355,518 720,802 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Summary of reconciliation of income tax provision (benefit) at effective tax rate | Years Ended December 31, 2017 2016 Income tax (benefit) at U.S. statutory rate $ (740,000 ) $ (636,000 ) Tax rate difference between Belgium and U.S. — — Permanent difference (1,526,000 ) — Change in valuation allowance 2,266,000 636,000 Tax provision (benefit) at effective tax rate $ — $ — |
Summary of provision for income taxes | Years Ended December 31, 2017 2016 Federal Current $ — $ — Deferred — — Total income tax provision (benefit) $ — $ — |
Schedule of net deferred tax asset | Years Ended December 31, 2017 2016 Net loss carryforward U.S. – tax effect $ 1,295,000 $ — Net loss carryforwards Belgium – tax effect 406,000 636,000 Less valuation allowance (1,701,000 ) (636,000 ) Deferred tax asset, net of allowance $ — $ — |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant and Equipment [Abstract] | |
Schedule of property plant and equipment at cost and accumulated depreciation | Estimated useful lives December 31, 2017 December 31, 2016 Land $ 96,884 $ — Capitalized building 39 years 3,017,552 — Machinery and equipment 5 to 15 years 677,734 149,204 Total property plant and equipment – gross 3,792,170 149,204 Less: accumulated depreciation (222,338 ) (79,850 ) Total property plant and equipment – net $ 3,569,832 $ 69,354 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | Estimated useful lives December 31, December 31, Intangible assets with definitive lives: Patents, licenses and intellectual property 4 to 20 years $ 10,363,097 $ 10,313,660 Fair value of customer relationships at acquisition 10 years 600,000 — Less: accumulated amortization (1,773,605 ) (601,570 ) Patents, licenses and intellectual property – net 9,189,492 9,712,090 Intangible assets with indefinite lives: Fair value of trade secrets and know-how at acquisition 1,550,000 — Total intangible assets – net $ 10,739,492 $ 9,712,090 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventories [Abstract] | |
Schedule of inventory | December 31, December 31, Raw materials and supplies $ 1,811,749 $ — Work in process 334,322 — Finished goods 60,499 — Total inventories $ 2,206,570 $ — |
Segments of Business (Tables)
Segments of Business (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segments of Business [Abstract] | |
Schedule of segments | Revenue Long Lived Assets 2017 2016 2017 2016 Manufacturing $ 2,932,664 $ — $ 3,535,516 $ — Neurostimulation 291,750 1,456,038 8,643,118 9,780,556 Other 78,361 38,843 2,130,690 888 Consolidated total $ 3,302,775 $ 1,494,881 $ 14,309,324 $ 9,781,444 Income Before Tax Identifiable Assets 2017 2016 2017 2016 Manufacturing $ (31,698 ) $ — $ 7,803,409 $ — Neurostimulation (6,117,404 ) (673,117 ) 9,421,311 10,141,459 Other 3,971,461 (129,346 ) 3,126,724 2,270,388 Consolidated total $ (2,177,641 ) $ (802,463 ) $ 20,351,444 $ 12,411,847 Additions to Property Plant and Equipment Depreciation and Amortization 2017 2016 2017 2016 Manufacturing $ 50,495 $ — $ 74,344 $ — Neurostimulation 11,172 31,581 1,203,169 636,822 Other — 986 20,197 99 Consolidated total $ 61,667 $ 32,567 $ 1,297,710 $ 636,921 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of assumptions used to value options | Risk-free interest rate 1.56 % Expected life 3.41 years Expected dividends 0.00 % Expected volatility 46.51 % Fair value of the Company's common stock $ 1.14 |
Schedule of stock option activity, both within and outside the 2016 Plan, and warrant activity | Stock Options Stock Warrants Weighted Weighted Average Exercise Shares Price Shares Price Outstanding December 31, 2016 2,332,000 $ 1.00 4,128,510 $ 2.00 Granted 2,025,200 1.14 724,000 2.38 Canceled (677,000 ) 1.00 (2,898,151 ) 2.00 Expired — — — — Exercised — — (793,598 ) 0.39 Outstanding at December 31, 2017 3,680,200 $ 1.08 1,160,761 $ 2.32 Exercisable at December 31, 2017 1,480,400 $ 1.07 1,160,761 $ 2.32 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of Significant Accounting Policies (Textual) | ||
Grants receivable | $ 804,152 | |
Advance payments received | $ 935,817 | |
Tax positions, description | More than 50% likely of being realized upon ultimate settlement. | |
Property and equipment, description | The Company capitalizes all furniture and equipment with cost greater than $1,000 and benefiting more than one accounting period in the period purchased. | |
Recognized impairment losses | $ (74,483) | $ (173,500) |
Employee Stock Option [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Stock-based compensation expense | 127,247 | 0 |
Directors and Consultants [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Stock-based compensation expense | 319,057 | 82,284 |
Affiliates [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Stock-based compensation expense | 0 | 252 |
Non-Employees [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Stock-based compensation expense | $ 610,893 | $ 171,500 |
Minimum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Project costs in grants percentage | 50.00% | |
Useful lives of acquired intangibles | 3 years | |
Maximum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Project costs in grants percentage | 100.00% | |
Useful lives of acquired intangibles | 19 years |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 30, 2017 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
Purchase price | $ 1,740,102 | $ 1,740,102 |
Cash and cash equivalents | 670,244 | 670,244 |
Inventory | 2,224,907 | 2,100,668 |
Accounts receivable | 1,384,957 | 1,384,957 |
Grants receivable | 190,002 | 190,002 |
Other current assets | 21,819 | 21,819 |
Property, plant and equipment | 1,728,151 | 3,633,826 |
Software licenses | 35,513 | |
Note receivable | 540,032 | 540,032 |
Intangible assets | 445,585 | 2,150,000 |
Total Assets Acquired | 7,241,210 | 10,691,548 |
Current liabilities | 2,452,166 | 2,225,735 |
Deferred charges | 12,244 | 12,244 |
Non-current liabilities | 2,401,913 | 2,401,913 |
Total Liabilities Assumed | 4,866,323 | 4,639,892 |
Net Assets Acquired | 2,374,887 | 6,015,656 |
Goodwill | $ (634,785) | $ (4,311,554) |
Business Combinations (Details
Business Combinations (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Revenues | $ 7,880,467 | $ 8,496,687 |
Net income (loss) | $ (1,837,096) | $ (504,113) |
Net income (loss) per common share, basic and diluted | $ (0.07) | $ (0.03) |
Business Combinations (Detail35
Business Combinations (Details Textual) | Jan. 10, 2017$ / sharesshares | Aug. 30, 2017USD ($) | Aug. 30, 2017EUR (€) | Dec. 31, 2017USD ($)$ / shares | Aug. 30, 2017EUR (€) | Dec. 31, 2016$ / shares |
Business Combinations (Textual) | ||||||
Payable to acquire businesses | $ 1,740,102 | $ 1,740,102 | ||||
Business combination of acquired total sales | 2,972,993 | |||||
Business combination of net income | 116,974 | |||||
Business combination of negative goodwill | $ 4,311,554 | |||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Severance payment | $ 168,933 | |||||
Loan to NMB [Member] | ||||||
Business Combinations (Textual) | ||||||
Business combination of credit facility | 540,032 | € 450,000 | ||||
Loan from Medi-Line to NMB | 540,032 | 450,000 | ||||
NMB [Member] | ||||||
Business Combinations (Textual) | ||||||
Acquire shares of NMB | shares | 107,154 | |||||
Acquisition price | $ / shares | $ 1,000 | |||||
Nexeon Medsystems Inc. [Member] | ||||||
Business Combinations (Textual) | ||||||
Payable to acquire businesses | 1,648,240 | 1,450,000 | ||||
Net cash acquired | 977,996 | 891,496 | ||||
Business combination of credit facility | 330,319 | 275,000 | ||||
Business combination of note payable | 120,007 | 100,000 | ||||
Acquisition of dividend payable | 9,901 | € 8,250 | ||||
Acquisition transaction cost | $ 970,400 | € 818,075 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Going Concern [Abstract] | ||
Accumulated deficit | $ (3,743,438) | $ (1,565,797) |
Loans and Leases (Details)
Loans and Leases (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Long-Term Debt | ||
Total debt | $ 4,215,209 | |
Less: original purchase discount, net of amortization | (228,555) | |
Less: current portion of debt, net of original discount current portion | (866,479) | |
Total long-term debt | 3,348,730 | $ 141,419 |
KBC Accounts Receivable Factoring [Member] | ||
Long-Term Debt | ||
Total debt | 49,018 | |
12.00% Senior Convertible Secured Note [Member] | ||
Long-Term Debt | ||
Total debt | 1,120,000 | |
1.27% Secured Bank Loan [Member] | ||
Long-Term Debt | ||
Total debt | 1,943,518 | |
1.27% Secured Bank Loan [Member] | ||
Long-Term Debt | ||
Total debt | 314,393 | |
0.72% Secured Bank Loan [Member] | ||
Long-Term Debt | ||
Total debt | 43,223 | |
Loan Subsidy [Member] | ||
Long-Term Debt | ||
Total debt | 179,600 | |
Capitalized Building lease [Member] | ||
Long-Term Debt | ||
Total debt | 749,337 | |
Capitalized Equipment lease [Member] | ||
Long-Term Debt | ||
Total debt | 21,502 | |
Revolving Credit [Member] | ||
Long-Term Debt | ||
Total debt | $ 23,173 |
Loans and Leases (Details 1)
Loans and Leases (Details 1) | Dec. 31, 2017USD ($) |
Loans and notes [Member] | |
Maturities of long-term obligations [Abstract] | |
2,018 | $ 658,041 |
2,019 | 1,009,136 |
2,020 | 349,620 |
2,021 | 351,253 |
2,022 | 355,518 |
After 2,022 | 720,802 |
Capital leases [Member] | |
Maturities of long-term obligations [Abstract] | |
2,018 | 208,438 |
2,019 | 187,201 |
2,020 | 187,467 |
2,021 | 187,733 |
2,022 | |
After 2,022 | |
Total [Member] | |
Maturities of long-term obligations [Abstract] | |
2,018 | 866,479 |
2,019 | 1,196,337 |
2,020 | 537,087 |
2,021 | 538,986 |
2,022 | 355,518 |
After 2,022 | $ 720,802 |
Loans and Leases (Details Textu
Loans and Leases (Details Textual) | Oct. 09, 2017USD ($)shares | May 07, 2016USD ($) | Feb. 04, 2015USD ($) | Feb. 04, 2015EUR (€) | Dec. 13, 2005USD ($) | Dec. 13, 2005EUR (€) | Dec. 29, 2017USD ($)shares | Oct. 25, 2017USD ($)shares | Aug. 29, 2017USD ($) | Aug. 21, 2017USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2015EUR (€) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2017EUR (€)shares | Aug. 29, 2017EUR (€) | May 07, 2016EUR (€) | Feb. 04, 2015EUR (€) | Dec. 13, 2005EUR (€) |
Financial Liabilities (Textual) | |||||||||||||||||||
Loans and leases payable | $ 562,401 | ||||||||||||||||||
Credit outstanding balance | 186,936 | ||||||||||||||||||
Purchase of warrants | shares | 85,000 | 85,000 | |||||||||||||||||
Restricted common stock, value | $ 119,746 | $ 53,214 | $ 11,886 | ||||||||||||||||
Restricted common stock, shares | shares | 142,919 | 77,008 | 11,886 | 12,500 | |||||||||||||||
Interest expense | $ 113,967 | $ 13,738 | |||||||||||||||||
Manufacturing [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Lease payable | $ 3,425,880 | € 2,860,000 | |||||||||||||||||
Leasing equipment, term | With 15 year term. | With 15 year term. | |||||||||||||||||
KBC Accounts Receivable Factoring Facility [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Accounts receivable discounting agreement, description | Medi-Line has an accounts receivable discounting agreement with KBC Commercial Finance for up to 85% of Medi-Line's customer accounts receivables. The fee for the advances on receivables is the 2-month LIBOR plus 1.5% on annual basis. | ||||||||||||||||||
0.72 Secured Line Of Credit [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Credit limit | $ 89,840 | € 75,000 | |||||||||||||||||
Biotech Coaching S.A. [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Principal amount | $ 131,765 | € 110,000 | |||||||||||||||||
Lease payable | 21,502 | ||||||||||||||||||
Sale and lease | $ 131,765 | € 110,000 | |||||||||||||||||
Monthly lease payments | $ 3,824 | € 3,192 | |||||||||||||||||
Leasing equipment, term | The Company commenced leasing the equipment with a 36-month term. | The Company commenced leasing the equipment with a 36-month term. | |||||||||||||||||
KBC Vendor Lease [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Lease payable | $ 749,337 | ||||||||||||||||||
Leasing equipment, term | The Company has the right to purchase the building at the end of the lease term for three percent (3%) of the original lease amount. | The Company has the right to purchase the building at the end of the lease term for three percent (3%) of the original lease amount. | |||||||||||||||||
Quarterly lease payments | $ 46,730 | € 39,011 | |||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Purchase of warrants | shares | 593,598 | 593,598 | |||||||||||||||||
Restricted common stock, shares | shares | 150,000 | ||||||||||||||||||
Securities Purchase Agreement (the "SPA") with Leonite Capital, LLC [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Principal amount | $ 1,120,000 | ||||||||||||||||||
BB&T Financial [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Credit outstanding balance | $ 13,313 | ||||||||||||||||||
Credit limit | $ 60,000 | ||||||||||||||||||
Current APR percentage | 25.40% | ||||||||||||||||||
Comerica Bank [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Credit outstanding balance | $ 9,860 | ||||||||||||||||||
Credit limit | $ 11,000 | ||||||||||||||||||
Current APR percentage | 0.00% | ||||||||||||||||||
12.00% Senior Convertible Secured Note [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||
Total note discount | $ 274,266 | ||||||||||||||||||
Discount issue | $ 120,000 | ||||||||||||||||||
Maturity date, term | 24 months | ||||||||||||||||||
Restricted common stock, value | $ 100,000 | ||||||||||||||||||
Fair value of the warrants issued | 54,266 | ||||||||||||||||||
Interest expense | 274,266 | ||||||||||||||||||
Original discount | $ 274,266 | ||||||||||||||||||
Loans and lease payable, current portion | $ 373,333 | ||||||||||||||||||
Loan and lease payable, long-term | 746,667 | ||||||||||||||||||
Original discount, current portion | 137,136 | ||||||||||||||||||
Original discount, non current portion | $ 91,419 | ||||||||||||||||||
Debt instrument, description | Reclassified with a limitation of owning a maximum of 4.99% of outstanding common stock of the Company at time of conversion. The conversion price shall be, at the option of Leonite Capital, LLC, $1.75, subject to a one-time re-pricing 275 days after the closing, or (ii) 80% multiplied by the price per share paid by the investors in a subsequent Equity Financing. | ||||||||||||||||||
1.27% Secured Bank Loan [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Interest rate | 1.00% | 1.00% | |||||||||||||||||
Principal amount | $ 2,036,362 | € 1,700,000 | |||||||||||||||||
Loans and leases payable | 1,662,505 | ||||||||||||||||||
Credit outstanding balance | $ 281,013 | ||||||||||||||||||
Maturity date, term | 7 years | ||||||||||||||||||
1.27% Secured Bank Loan [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Interest rate | 1.27% | 1.27% | |||||||||||||||||
Principal amount | $ 329,412 | € 275,000 | |||||||||||||||||
Loans and leases payable | 268,935 | ||||||||||||||||||
Credit outstanding balance | $ 45,458 | ||||||||||||||||||
Maturity date, term | 7 years | ||||||||||||||||||
0.72% Secured Bank Loan [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Interest rate | 0.72% | 0.72% | |||||||||||||||||
Principal amount | $ 68,781 | € 57,420 | |||||||||||||||||
Note payable | 26,028 | ||||||||||||||||||
Credit outstanding balance | $ 17,195 | $ 49,018 | |||||||||||||||||
Maturity date, term | 48 months | ||||||||||||||||||
Loan Subsidy [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Loans and leases payable | 5,987 | ||||||||||||||||||
Long-term debt | $ 173,613 | ||||||||||||||||||
Payment terms, description | Of the total amount awarded, $179,600 ( 149,934 EUR) is categorized as loan with repayment amounts ranging from $5,986 and $23,947 annually from 2018 through 2032. | ||||||||||||||||||
Loan subsidy through public service | $ 598,665 | € 499,779 | |||||||||||||||||
Capitalized Equipment lease [Member] | |||||||||||||||||||
Financial Liabilities (Textual) | |||||||||||||||||||
Purchase equipment, lease term residual value | $ 1,298 | € 1,318 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | ||
Income tax (benefit) at U.S. statutory rate | $ (740,000) | $ (636,000) |
Tax rate difference between Belgium and U.S. | ||
Permanent difference | (1,526,000) | |
Change in valuation allowance | 2,266,000 | 636,000 |
Tax provision (benefit) at effective tax rate |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Federal | ||
Current | ||
Deferred | ||
Total income tax provision (benefit) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes [Abstract] | ||
Net loss carryforward U.S. - tax effect | $ 1,295,000 | |
Net loss carryforwards Belgium - tax effect | 406,000 | 636,000 |
Less valuation allowance | (1,701,000) | (636,000) |
Deferred tax asset, net of allowance |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | |||
Net operating losses | $ 7,789,555 | ||
Net operating losses carryovers, expiration date | Dec. 31, 2036 | ||
Tax provisions reduction, description | The reduction of the corporate income tax rate from the current 33.99% to 29.58% in 2018 and 2019 and 25% from 2020. Additionally, the use of net operating losses which could previously offset 100% of taxable income is now limited to offset only 70% of taxable income. | ||
Effective income tax rate | 34.00% | 40.00% | |
Belgium corporate income tax | 33.00% | ||
Crisis tax | 3.00% | ||
Implying an effective rate | 33.99% | ||
Income tax provision (benefit) at the U.S. statutory rate | 34.00% | 34.00% | |
Deferred tax expense | $ 1,202,000 | ||
Maximum [Member] | |||
Income Taxes (Textual) | |||
Belgium corporate income tax | 34.00% | ||
Income tax provision (benefit) at the U.S. statutory rate | 35.00% | ||
Federal corporate tax rate | 35.00% | ||
Minimum [Member] | |||
Income Taxes (Textual) | |||
Belgium corporate income tax | 25.00% | ||
Income tax provision (benefit) at the U.S. statutory rate | 21.00% | ||
Federal corporate tax rate | 21.00% |
Property Plant and Equipment (D
Property Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Total property plant and equipment - gross | $ 3,792,170 | $ 149,204 |
Less: accumulated depreciation | (222,338) | (79,850) |
Total property plant and equipment - net | 3,569,832 | 69,354 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property plant and equipment - gross | $ 96,884 | |
Capitalized building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 39 years | |
Total property plant and equipment - gross | $ 3,017,552 | |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property plant and equipment - gross | $ 677,734 | $ 149,204 |
Machinery and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Machinery and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 15 years |
Property Plant and Equipment 45
Property Plant and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant and Equipment (Textual) | ||
Depreciation expense | $ 127,677 | $ 38,962 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible assets with definitive lives: | ||
Customer relationships, Estimated useful lives | 10 years | |
Patents, licenses and intellectual property | $ 10,363,097 | $ 10,313,660 |
Fair value of customer relationships at acquisition | 600,000 | |
Less: accumulated amortization | (1,773,605) | (601,570) |
Patents, licenses and intellectual property - net | 9,189,492 | 9,712,090 |
Intangible assets with indefinite lives: | ||
Fair value of trade secrets and know-how at acquisition | 1,550,000 | |
Total intangible assets - net | $ 10,739,492 | $ 9,712,090 |
Minimum [Member] | ||
Intangible assets with definitive lives: | ||
Patents, licenses and intellectual property, Estimated useful lives | 4 years | |
Maximum [Member] | ||
Intangible assets with definitive lives: | ||
Patents, licenses and intellectual property, Estimated useful lives | 20 years |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets (Textual) | ||
Intangible asset amortization expense | $ 1,170,032 | $ 597,960 |
Inventories (Details)
Inventories (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Inventories [Abstract] | ||
Raw materials and supplies | $ 1,811,749 | |
Work in process | 334,322 | |
Finished goods | 60,499 | |
Total inventories | $ 2,206,570 |
Segments of Business (Details)
Segments of Business (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Depreciation and Amortization | $ 222,338 | $ 79,850 |
Consolidated total [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3,302,775 | 1,494,881 |
Long Lived Assets | 14,309,324 | 9,781,444 |
Income Before Tax | (2,177,641) | (802,463) |
Identifiable Assets | 20,351,444 | 12,411,847 |
Additions to Property Plant and Equipment | 61,667 | 32,567 |
Depreciation and Amortization | 1,297,710 | 636,921 |
Manufacturing [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,932,664 | |
Long Lived Assets | 3,535,516 | |
Income Before Tax | (31,698) | |
Identifiable Assets | 7,803,409 | |
Additions to Property Plant and Equipment | 50,495 | |
Depreciation and Amortization | 74,344 | |
Neurostimulation [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 291,750 | 1,456,038 |
Long Lived Assets | 8,643,118 | 9,780,556 |
Income Before Tax | (6,117,404) | (673,117) |
Identifiable Assets | 9,421,311 | 10,141,459 |
Additions to Property Plant and Equipment | 11,172 | 31,581 |
Depreciation and Amortization | 1,203,169 | 636,822 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 78,361 | 38,843 |
Long Lived Assets | 2,130,690 | 888 |
Income Before Tax | 3,971,461 | (129,346) |
Identifiable Assets | 3,126,724 | 2,270,388 |
Additions to Property Plant and Equipment | 986 | |
Depreciation and Amortization | $ 20,197 | $ 99 |
Equity (Details)
Equity (Details) | 12 Months Ended |
Dec. 31, 2017$ / shares | |
Equity [Abstract] | |
Risk-free interest rate | 1.56% |
Expected life | 3 years 4 months 29 days |
Expected dividends | 0.00% |
Expected volatility | 46.51% |
Fair value of the Company's common stock | $ 1.14 |
Equity (Details 1)
Equity (Details 1) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options, Granted | 220,000 |
Stock Options, Cancelled | (563,754) |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options, Outstanding, Beginning | 2,332,000 |
Stock Options, Granted | 2,025,200 |
Stock Options, Cancelled | (677,000) |
Stock Options, Expired | |
Stock Options, Exercised | |
Stock Options, Outstanding, Ending | 3,680,200 |
Stock Options, Exercisable | 1,480,400 |
Weighted Exercise Price, Outstanding, Beginning | $ / shares | $ 1 |
Weighted Exercise Price, Granted | $ / shares | 1.14 |
Weighted Exercise Price, Cancelled | $ / shares | 1 |
Weighted Exercise Price, Expired | $ / shares | |
Weighted Exercise Price, Exercised | $ / shares | |
Weighted Exercise Price, Outstanding, Ending | $ / shares | 1.08 |
Weighted Exercise Price, Exercisable | $ / shares | $ 1.07 |
Stock Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options, Outstanding, Beginning | 4,128,510 |
Stock Options, Granted | 724,000 |
Stock Options, Cancelled | (2,898,151) |
Stock Options, Expired | |
Stock Options, Exercised | 793,598 |
Stock Options, Outstanding, Ending | 1,160,761 |
Stock Options, Exercisable | 1,160,761 |
Weighted Exercise Price, Outstanding, Beginning | $ / shares | $ 2 |
Weighted Exercise Price, Granted | $ / shares | 2.38 |
Weighted Exercise Price, Cancelled | $ / shares | 2 |
Weighted Exercise Price, Expired | $ / shares | |
Weighted Exercise Price, Exercised | $ / shares | 0.39 |
Weighted Exercise Price, Outstanding, Ending | $ / shares | 2.32 |
Weighted Exercise Price, Exercisable | $ / shares | $ 2.32 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | Dec. 07, 2017 | Oct. 09, 2017 | Dec. 15, 2016 | Feb. 01, 2016 | Dec. 29, 2017 | Nov. 22, 2017 | Oct. 25, 2017 | Aug. 21, 2017 | Mar. 17, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 28, 2017 | Mar. 21, 2017 | Dec. 02, 2016 |
Equity (Textual) | |||||||||||||||
Common stock value issuances for services | $ 610,893 | $ 171,752 | |||||||||||||
Exercise price | $ 1.50 | $ 0.01 | |||||||||||||
Number of warrants or rights outstanding | 85,000 | ||||||||||||||
Number of shares callable by warrants | 85,000 | ||||||||||||||
Number of warrants cancelled | 415,000 | ||||||||||||||
Proceeds from sale of stock | $ 1,324,936 | $ 2,860,946 | |||||||||||||
Common stock issued | 27,591,441 | 21,711,953 | |||||||||||||
Equity instruments to be issued | $ 65,839 | $ 3,070,000 | |||||||||||||
Commitment value of common stock | $ 4,000 | 2,698,124 | |||||||||||||
Restricted common stock issued, shares | 142,919 | 77,008 | 11,886 | 12,500 | |||||||||||
Restricted common stock, value | $ 119,746 | $ 53,214 | $ 11,886 | ||||||||||||
Stock Options, Cancelled | 563,754 | ||||||||||||||
Stock available for grants | 220,000 | ||||||||||||||
Common stock to an individual subscriber | $ 24,000 | ||||||||||||||
Stock Options [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Options expense recognized | $ 127,247 | 0 | |||||||||||||
Maximum [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 1.25 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 1 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Common stock value issuances for services | $ 716 | $ 423 | |||||||||||||
Common stock issued for services, shares | 715,667 | 423,500 | |||||||||||||
Number of warrants or rights outstanding | 593,598 | ||||||||||||||
Number of shares callable by warrants | 593,598 | ||||||||||||||
Number of warrants cancelled | 2,898,151 | ||||||||||||||
Exercise of warrants | 593,598 | ||||||||||||||
Proceeds from warrant conversion | $ 5,936 | ||||||||||||||
Commitment shares | 24,000 | 2,840,946 | |||||||||||||
Commitment value of common stock | $ 24 | $ 2,841 | |||||||||||||
Stock issued option purchase, shares | 3,050,000 | ||||||||||||||
Weighted average price, exercised | 606,098 | ||||||||||||||
Restricted common stock issued, shares | 150,000 | ||||||||||||||
Reserved for issuance upon exercise of warrants | 150,000 | ||||||||||||||
Warrants [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 2 | ||||||||||||||
Weighted average price, exercised | 793,598 | ||||||||||||||
Reserved for issuance upon exercise of warrants | 1,336,761 | ||||||||||||||
Stock Options, Cancelled | 2,898,151 | ||||||||||||||
Weighted exercise price, cancelled | $ 2 | ||||||||||||||
Stock available for grants | 724,000 | ||||||||||||||
Options issued under the plan | 1,160,761 | 4,128,510 | |||||||||||||
Loan to NMB [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Restricted common stock issued, shares | 81,035 | ||||||||||||||
William Rosellini [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Restricted common stock issued, shares | 81,035 | 3,050,000 | 77,008 | 3,050,000 | |||||||||||
Restricted common stock, value | $ 3,050,000 | $ 3,050,000 | |||||||||||||
William Rosellini [Member] | Loan to NMB [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Restricted common stock issued, shares | 61,884 | ||||||||||||||
Randy M Rosellini [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise of warrants | 793,598 | ||||||||||||||
Restricted common stock issued, shares | 200,000 | ||||||||||||||
Ron Conquest [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Commitment shares | 56,000 | ||||||||||||||
Merger [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Commitment shares | 1,659,943 | ||||||||||||||
Preferred stock, shares issued | 77,725 | ||||||||||||||
Preferred stock, value issued | $ 77,725 | ||||||||||||||
Michael Rosellini [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 1.50 | ||||||||||||||
Restricted common stock issued, shares | 77,008 | ||||||||||||||
Restricted common stock, value | $ 48,130 | ||||||||||||||
Warrants terms | 2 years | ||||||||||||||
Michael Rosellini [Member] | Common Stock [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Restricted common stock issued, shares | 200,000 | ||||||||||||||
Michael Rosellini [Member] | Warrants [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Restricted common stock issued, shares | 12,500 | ||||||||||||||
Securities purchase agreement with LC [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 2.50 | ||||||||||||||
Commitment shares | 100,000 | ||||||||||||||
Commitment value of common stock | $ 100,000 | ||||||||||||||
Warrants terms | 2 years | ||||||||||||||
Principal amount of loan | $ 1,120,000 | ||||||||||||||
Fair value options | $ 54,266 | ||||||||||||||
Warrants to purchase of common stock | 250,000 | ||||||||||||||
Risk-free rate | 1.33% | ||||||||||||||
Expected volatility | 44.45% | ||||||||||||||
Fair value of common stock, per share | $ 1.25 | ||||||||||||||
Securities purchase agreement with LC [Member] | Maximum [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Expected life | 5 years | ||||||||||||||
Securities purchase agreement with LC [Member] | Minimum [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Expected life | 2 years | ||||||||||||||
Securities purchase agreement with LC [Member] | Warrants [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 3 | ||||||||||||||
Warrants terms | 5 years | ||||||||||||||
Warrants to purchase of common stock | 250,000 | ||||||||||||||
Securities Purchase Agreement with LC, Michael Rosellini [Member] | Warrants [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 1.50 | ||||||||||||||
Warrants terms | 2 years | ||||||||||||||
Principal amount of loan | $ 1,120,000 | ||||||||||||||
Fair value options | $ 35,924 | ||||||||||||||
Warrants to purchase of common stock | 200,000 | ||||||||||||||
Risk-free rate | 1.33% | ||||||||||||||
Expected volatility | 44.45% | ||||||||||||||
Expected life | 2 years | ||||||||||||||
Securities Purchase Agreement with Delaware limited liability | Warrants [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Fair value of common stock, per share | $ 1.25 | ||||||||||||||
2017 Private Placement [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Common stock, per share | $ 1.25 | ||||||||||||||
Proceeds from sale of stock | $ 1,165,000 | ||||||||||||||
Common stock issued | 932,000 | 932,000 | |||||||||||||
Commitment shares | 2,000,000 | ||||||||||||||
Commitment value of common stock | $ 2,500,000 | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Common stock issued for services, shares | 3,680,200 | ||||||||||||||
Common stock reserved for issuance pursuant option grants under the 2016 Plan | 5,000,000 | ||||||||||||||
Stock issued option purchase, shares | 1,895,200 | ||||||||||||||
Stock Options, Cancelled | 677,000 | ||||||||||||||
Weighted exercise price, cancelled | $ 1 | ||||||||||||||
Stock available for grants | 1,319,800 | ||||||||||||||
Options issued under the plan | 3,752,000 | ||||||||||||||
Options expense recognized | $ 319,057 | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Maximum [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 1 | ||||||||||||||
Exercise of warrants | 2 | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Maximum [Member] | Stock Options [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Weighted average life | 6 years 11 months 1 day | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Minimum [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 2 | ||||||||||||||
Exercise of warrants | 1 | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Minimum [Member] | Stock Options [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Weighted average life | 2 years 6 months 21 days | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Warrants [Member] | Maximum [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 1 | ||||||||||||||
Weighted average life | 4 years 8 months 2 days | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Warrants [Member] | Minimum [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 3 | ||||||||||||||
Weighted average life | 1 year 1 month 6 days | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Nexeon Medsystems [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Common stock issued for services, shares | 100,000 | ||||||||||||||
Exercise price | $ 1 | ||||||||||||||
Number of warrants cancelled | 425,000 | ||||||||||||||
Stock issued option purchase, shares | 100,000 | ||||||||||||||
Options monthly increments term | The options vest in monthly increments of 8,333 options per month for 11 months and 8,337 options shall vest in the 12th month, with the three-year term for each option beginning upon each date of vesting. And granted 325,000 nonqualified stock options to purchase 325,000 shares of common stock, with an exercise price of $1.00 per share. The options vest in monthly increments of 27,083 options per month for 11 months and 27,087 options shall vest in the 12th month, with the three-year term for each option beginning upon each date of vesting. | ||||||||||||||
Fair value options | $ 113,073 | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Second Director and Board of Director [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Common stock issued for services, shares | 12,500 | ||||||||||||||
Exercise price | $ 1.45 | ||||||||||||||
Stock issued option purchase, shares | 50,000 | ||||||||||||||
Fair value options | $ 20,679 | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Vice President [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Common stock issued for services, shares | 220,000 | ||||||||||||||
Exercise price | $ 1.25 | ||||||||||||||
Stock issued option purchase, shares | 220,000 | ||||||||||||||
Options monthly increments term | Each option shall expire 36 months from the date of vesting. The options shall vest at the rate of 6,111 options per month for a period of 35 months and 6,115 options shall vest in the 36th month. | ||||||||||||||
Fair value options | $ 33,392 | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Consultant [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 1 | ||||||||||||||
Stock issued option purchase, shares | 150,000 | ||||||||||||||
Options monthly increments term | The options shall vest at the rate of 50,000 options per year beginning on January 2, 2018, 50,000 options on January 2, 2019 and 50,000 options on January 2, 2020 and each option grant expires three years from the date of vesting. | ||||||||||||||
Fair value options | $ 35,917 | ||||||||||||||
Stock Options, Cancelled | 150,000 | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Consultant One [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 1 | ||||||||||||||
Stock issued option purchase, shares | 380,000 | ||||||||||||||
Options monthly increments term | 84,448 options vested immediately and the remaining 295,552 options vest over 28 months at approximately 10,556 options per month from the grant date and each option grant expires three years from the date of vesting. | ||||||||||||||
Fair value options | $ 128,778 | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Non Executive Employees [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 1.25 | ||||||||||||||
Stock issued option purchase, shares | 3,680,200 | ||||||||||||||
Options monthly increments term | 161,104 options vested immediately and the remaining 563,896 will vest over 28 months from the grant date at approximately 20,138 per month and each option grant expires four years from the date of vesting. | ||||||||||||||
Fair value options | $ 204,532 | ||||||||||||||
Available for grant | 1,449,800 | ||||||||||||||
Warrants to purchase of common stock | 725,000 | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Director [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Common stock value issuances for services | $ 12,500 | ||||||||||||||
Exercise price | $ 1.45 | ||||||||||||||
Stock issued option purchase, shares | 50,000 | ||||||||||||||
Fair value options | $ 20,679 | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Consultant Two [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Exercise price | $ 1 | ||||||||||||||
Stock issued option purchase, shares | 25,200 | ||||||||||||||
Options monthly increments term | The options vest at a rate of 2,100 per month and vesting commences on the first day of the month following the Grant Date and each option expires three years from the date of vesting. | ||||||||||||||
Fair value options | $ 6,706 | ||||||||||||||
2016 Omnibus Incentive Plan [Member] | Mark Bates [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Stock issued option purchase, shares | 252,000 | ||||||||||||||
Options monthly increments term | The severance agreement between Dr. Bates and the Company, of the original grant of 252,000 options on April 1, 2016, 102,000 options were cancelled, and 150,000 options became fully vested. | ||||||||||||||
2016 Private Placement [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Number of warrants or rights outstanding | 660,761 | ||||||||||||||
Commitment shares | 24,000 | ||||||||||||||
Common stock to an individual subscriber | $ 20,000 | ||||||||||||||
Common stock to an individual subscriber, share | 24,000 | ||||||||||||||
Common stock and additional paid in capital | $ 4,000 | ||||||||||||||
2016 Private Placement [Member] | Common Stock [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Offer terms, description | The offer terms included the exercise of seventeen (17) warrants for seventeen (17) shares of the Company’s common stock at an exercise price of $0.01 per share for every one hundred (100) warrants owned. The remaining eighty-three (83) warrants per hundred warrants owned would be cancelled. The offer was on an all-or-nothing basis to convert all warrants held by each warrant holder. | ||||||||||||||
2016 Private Placement [Member] | Warrants [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Common stock issued for services, shares | 593,598 | ||||||||||||||
Exercise price | $ 2 | ||||||||||||||
Number of warrants or rights outstanding | 660,761 | ||||||||||||||
Number of warrants cancelled | 2,898,151 | ||||||||||||||
Sale of units under private placement | 5,500,000 | ||||||||||||||
Warrants terms | 36 months | ||||||||||||||
Offer terms, description | The offer terms included the exercise of seventeen (17) warrants for seventeen (17) shares of the Company’s common stock at an exercise price of $0.01 per share for every one hundred (100) warrants owned. The remaining eighty-three (83) warrants per hundred warrants owned would be cancelled. | ||||||||||||||
Common stock sale of per units | $ 1 | ||||||||||||||
Current Employees [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Restricted common stock issued, shares | 203,635 | ||||||||||||||
Restricted common stock, value | $ 127,247 |
2016 Omnibus Incentive Plan (De
2016 Omnibus Incentive Plan (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Omnibus Incentive Plan (Textual) | ||
Stock options vested in period | 100,000 | |
Options [Member] | ||
Omnibus Incentive Plan (Textual) | ||
Options issued under the plan | 3,680,200 | 2,332,000 |
Exercise price of options | $ 1.08 | $ 1 |
Minimum [Member] | ||
Omnibus Incentive Plan (Textual) | ||
Stock options vesting monthly, per month | 2,083 | |
Maximum [Member] | ||
Omnibus Incentive Plan (Textual) | ||
Stock options vesting monthly, per month | 17,000 | |
2016 Omnibus Incentive Plan [Member] | ||
Omnibus Incentive Plan (Textual) | ||
Options issued under the plan | 3,680,200 | |
Exercise price of options | $ 1.80 | |
Stock options vested and outstanding | 454,656 | |
Maximum number of shares available for issuance under the plan | 5,000,000 | |
2016 Omnibus Incentive Plan [Member] | Share Distribution [Member] | ||
Omnibus Incentive Plan (Textual) | ||
Options issued under the plan | 2,685,200 | |
Exercise price of options | $ 1 | |
Stock options vested in period | 1,705,200 | |
Term of options | 3 years | |
2016 Omnibus Incentive Plan [Member] | Share Distribution One [Member] | ||
Omnibus Incentive Plan (Textual) | ||
Options issued under the plan | 945,000 | |
Exercise price of options | $ 1.25 | |
Stock options vested in period | 825,000 | |
Term of options | 4 years | |
2016 Omnibus Incentive Plan [Member] | Share Distribution Two [Member] | ||
Omnibus Incentive Plan (Textual) | ||
Options issued under the plan | 25,000 | |
Exercise price of options | $ 2 | |
Stock options vested in period | 1,150,000 | |
Term of options | 8 years |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 08, 2018 | Oct. 09, 2017 | Mar. 21, 2017 | Jan. 10, 2017 | Jan. 06, 2017 | Dec. 15, 2016 | Dec. 29, 2017 | Nov. 22, 2017 | Oct. 25, 2017 | Jun. 23, 2017 | Sep. 29, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | May 19, 2017 | Dec. 02, 2016 |
Related Party Transactions (Textual) | |||||||||||||||
Restricted common stock, value | $ 119,746 | $ 53,214 | $ 11,886 | ||||||||||||
Restricted common stock issued, shares | 142,919 | 77,008 | 11,886 | 12,500 | |||||||||||
Warrant conversion offer, description | The offer terms included the exercise of seventeen (17) warrants for seventeen (17) shares of the Company's common stock at an exercise price of $0.01 per share for every one hundred (100) warrants owned. The remaining eighty-three (83) warrants per hundred warrants owned would be cancelled. | ||||||||||||||
Number of warrants | 85,000 | ||||||||||||||
Common share value | $ 27,591 | $ 21,712 | |||||||||||||
Common stock paid | $ 150,000 | ||||||||||||||
Exercise price | $ 0.01 | $ 1.50 | |||||||||||||
Bad debt | $ 174,252 | ||||||||||||||
Issuance of notes receivable, related party | 59,819 | 912,392 | |||||||||||||
Issuance of shares value | $ 4,000 | 2,698,124 | |||||||||||||
Subsequent Event [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Restricted common stock, value | $ 14,840 | ||||||||||||||
Restricted common stock issued, shares | 23,744 | ||||||||||||||
RS Loan of Nexeon MedSystems Inc Common Stock [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Common stock shares transferred | 81,035 | ||||||||||||||
Common share value | $ 107,292 | ||||||||||||||
Outstanding balance due | $ 107,292 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Restricted common stock issued, shares | 150,000 | ||||||||||||||
Number of warrants | 593,598 | ||||||||||||||
Common stock paid | $ 150 | ||||||||||||||
Common stock shares | 150,000 | ||||||||||||||
Issuance of shares value | $ 24 | $ 2,841 | |||||||||||||
New issues, shares | 24,000 | 2,840,946 | |||||||||||||
Warrant [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Common stock shares | 1,336,761 | ||||||||||||||
Exercise price | $ 2 | ||||||||||||||
January 10, 2017 Acquisition Agreement [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Sole shareholder of NMB owning shares | 107,154 | ||||||||||||||
Consideration for right to purchase | $ 1,000 | ||||||||||||||
Nuviant Medical, GmbH Waiver of Debt Agreement [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Loan and accrued interest | $ 171,946 | ||||||||||||||
Loan amount | $ 59,027 | ||||||||||||||
Nexeon Medsystems Inc. [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Restricted common stock, value | $ 48,130 | ||||||||||||||
Restricted common stock issued, shares | 77,008 | ||||||||||||||
INGEST [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Due to related party | 1,000 | ||||||||||||||
William Rosellini [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Patent license agreement, description | Pursuant to the terms of the License Agreement, Magnus granted to Mr. Rosellini, and his affiliates, a non-exclusive, non-transferable, non-assignable without the right to sublicense worldwide license to a portfolio of 86 patents, referred to herein as the "Siemens Patents". | ||||||||||||||
Cash payment for license | $ 140,000 | ||||||||||||||
Restricted common stock, value | $ 3,050,000 | $ 3,050,000 | |||||||||||||
Restricted common stock issued, shares | 81,035 | 3,050,000 | 77,008 | 3,050,000 | |||||||||||
Stock exchange agreement, description | The terms and conditions set forth the stock exchange agreement, on the Effective Date, Rosellini Scientific sold, transferred, and assigned to Nexeon all of its right, title and interest in and to 100 shares of common stock of MicroTransponder Inc., a Delaware corporation (the "MTI Shares") in exchange for 389 shares of common stock of Emeritus Clinical Solutions, Inc. (formerly Telemend, Inc.), a Texas corporation, owned by Nexeon and Nexeon sold, transferred and assigned to Rosellini Scientific 389 shares of common stock of Emeritus Clinical Solutions, Inc. in exchange for the 100 MTI Shares. | ||||||||||||||
Converted stock, shares | 104,890 | ||||||||||||||
William Rosellini [Member] | Warrant Conversion Offer [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Number of warrants | 617,000 | ||||||||||||||
Converted stock, shares | 206,890 | ||||||||||||||
Warrants cancelled | 1,010,110 | ||||||||||||||
William Rosellini [Member] | Common Stock [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Converted stock, shares | 206,890 | ||||||||||||||
Converted stock | $ 2,069 | ||||||||||||||
Chief Innovation Officer and Director [Member] | Warrant Conversion Offer [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Number of warrants | 370,000 | ||||||||||||||
Converted stock, shares | 62,900 | ||||||||||||||
Warrants cancelled | 307,100 | ||||||||||||||
Chief Innovation Officer and Director [Member] | Common Stock [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Converted stock, shares | 62,900 | ||||||||||||||
Converted stock | $ 629 | ||||||||||||||
Michael Neitzel [Member] | Warrant Conversion Offer [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Number of warrants | 500,000 | ||||||||||||||
Converted stock, shares | 85,000 | ||||||||||||||
Warrants cancelled | 415,000 | ||||||||||||||
Michael Neitzel [Member] | Common Stock [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Converted stock, shares | 85,000 | ||||||||||||||
Converted stock | $ 850 | ||||||||||||||
Michael Rosellini [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Restricted common stock, value | $ 48,130 | ||||||||||||||
Restricted common stock issued, shares | 77,008 | ||||||||||||||
Converted stock, shares | 102,000 | ||||||||||||||
Warrants issued for personal guarantee | $ 1,120,000 | ||||||||||||||
Exercise price | $ 1.50 | ||||||||||||||
Warrants purchase | 200,000 | ||||||||||||||
Warrants terms | 2 years | ||||||||||||||
Promissory note amount | $ 1,120,000 | ||||||||||||||
Michael Rosellini [Member] | Warrant Conversion Offer [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Number of warrants | 600,000 | ||||||||||||||
Michael Rosellini [Member] | Common Stock [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Restricted common stock issued, shares | 200,000 | ||||||||||||||
Michael Rosellini [Member] | Warrant [Member] | |||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||
Restricted common stock issued, shares | 12,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 31, 2017 |
NXDE [Member] | |
Commitments and Contingencies (Textual) | |
Royalty payment percentage | 3.00% |
Number of patents | 35 |
Magnus IP GmbH [Member] | |
Commitments and Contingencies (Textual) | |
Royalty payment percentage | 6.00% |
Number of patents | 86 |
Concentration (Details)
Concentration (Details) | 12 Months Ended | |
Dec. 31, 2017CustomersDistributor | Dec. 31, 2016Customers | |
Sales [Member] | ||
Concentration (Textual) | ||
Number of customers | 2 | 1 |
Sales [Member] | Customer one [Member] | ||
Concentration (Textual) | ||
Concentration risk, percentage | 45.00% | 94.00% |
Sales [Member] | Customer two [Member] | ||
Concentration (Textual) | ||
Concentration risk, percentage | 23.00% | |
Product purchased [Member] | ||
Concentration (Textual) | ||
Concentration risk, percentage | 13.00% | 10.00% |
Number of distributor | Distributor | 1 | |
Accounts receivable [Member] | ||
Concentration (Textual) | ||
Concentration risk, percentage | 10.00% | |
Number of customers | 3 | |
Accounts receivable [Member] | Customer one [Member] | ||
Concentration (Textual) | ||
Concentration risk, percentage | 54.00% | |
Accounts receivable [Member] | Customer two [Member] | ||
Concentration (Textual) | ||
Concentration risk, percentage | 15.00% | |
Accounts receivable [Member] | Customer three [Member] | ||
Concentration (Textual) | ||
Concentration risk, percentage | 15.00% |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 08, 2018USD ($)shares | Oct. 09, 2017USD ($)shares | Mar. 31, 2018USD ($)$ / sharesshares | Feb. 28, 2018USD ($)$ / sharesshares | Feb. 23, 2018USD ($) | Dec. 29, 2017USD ($)shares | Oct. 25, 2017USD ($)shares | Dec. 31, 2017shares | Feb. 23, 2018EUR (€) |
Subsequent Events (Textual) | |||||||||
Restricted common stock, value | $ | $ 119,746 | $ 53,214 | $ 11,886 | ||||||
Restricted common stock issued, shares | 142,919 | 77,008 | 11,886 | 12,500 | |||||
Stock options vested | 100,000 | ||||||||
Stock options, granted | 220,000 | ||||||||
Subsequent Events [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Restricted common stock, value | $ | $ 14,840 | ||||||||
Restricted common stock issued, shares | 23,744 | ||||||||
Line of credit amount | $ 368,982 | € 300,000 | |||||||
Interest rate | 1.25% | ||||||||
Line of credit , description | The 300,000 will be available for drawdown through April 30, 2018 at which point the facility will be reduced to 200,000 and further reduced 100,000 on May 31, 2018. The security includes a pledge of Medi-Line business assets in the amount of 300,000. | ||||||||
Subsequent Events [Member] | Chief Commercialization Officer [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Number of granted non-qualified stock options | 57,000 | ||||||||
Exercise price, granted | $ / shares | $ 0.76 | ||||||||
Number of options vest in equal monthly amount | 12,855 | ||||||||
Subsequent Events [Member] | Chief Financial Officer [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Number of granted non-qualified stock options | 40,000 | ||||||||
Exercise price, granted | $ / shares | $ 0.76 | ||||||||
Number of options vest in equal monthly amount | 9,021 | ||||||||
Subsequent Events [Member] | Daniel Powell [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Restricted common stock issued, shares | 8,160 | ||||||||
Number of granted non-qualified stock options | 11,000 | ||||||||
Exercise price, granted | $ / shares | $ 0.76 | ||||||||
Number of options vest in equal monthly amount | 2,481 | ||||||||
Subsequent Events [Member] | Director [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Stock issued option purchase, shares | 12,500 | ||||||||
Options exercise price | $ / shares | $ 0.865 | ||||||||
Fair value of the options | $ | $ 3,596 | ||||||||
Option grant expires, period | 4 years | ||||||||
Subsequent Events [Member] | Second Director [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Stock issued option purchase, shares | 12,500 | ||||||||
Options exercise price | $ / shares | $ 0.865 | ||||||||
Fair value of the options | $ | $ 3,596 | ||||||||
Option grant expires, period | 4 years | ||||||||
Subsequent Events [Member] | Incentive stock options [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Stock issued option purchase, shares | 46,200 | ||||||||
Options exercise price | $ / shares | $ 0.76 | ||||||||
Stock options vested | 31,200 | ||||||||
Stock options, granted | 15,000 | ||||||||
Fair value of the options | $ | $ 10,420 |