Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | SANUWAVE Health, Inc. | |
Entity Central Index Key | 1,417,663 | |
Trading Symbol | snwv | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 137,102,458 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
PREFERRED STOCK | ||
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
PREFERRED STOCK | ||
Undesignated Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
PREFERRED STOCK | ||
Cash and cash equivalents | 504,404 | 152,930 |
Accounts receivable, net of allowance for doubtful accounts of $24,339 in 2016 and $8,963 in 2015 | 141,297 | 74,454 |
Inventory | 266,986 | 284,908 |
Prepaid expenses | 123,233 | 123,988 |
TOTAL CURRENT ASSETS | 1,035,920 | 636,280 |
PROPERTY AND EQUIPMENT, at cost, less accumulated depreciation | 8,879 | 4,228 |
OTHER ASSETS | 13,940 | 11,097 |
INTANGIBLE ASSETS, at cost, less accumulated amortization (Note 4) | 76,689 | 306,756 |
TOTAL ASSETS | 1,135,428 | 958,361 |
Accounts payable | 376,093 | 509,266 |
Accrued expenses (Note 5) | 417,243 | 359,374 |
Accrued employee compensation | 451,007 | 241,542 |
Interest payable, related parties (Note 6) | 239,803 | |
Warrant liability (Note 11) | 147,300 | 138,100 |
TOTAL CURRENT LIABILITIES | 1,391,643 | 1,488,085 |
Notes payable, related parties (Note 6) | 5,357,446 | 5,348,112 |
TOTAL LIABILITIES | 6,749,089 | 6,836,197 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
COMMON STOCK, par value $0.001, 350,000,000 shares authorized; 136,659,125 and 63,056,519 issued and outstanding in 2016 and 2015, respectively (Note 9) | 136,659 | 63,057 |
ADDITIONAL PAID-IN CAPITAL | 91,268,738 | 87,086,677 |
ACCUMULATED DEFICIT | (96,980,916) | (92,994,408) |
ACCUMULATED OTHER COMPREHENSIVE LOSS | (38,142) | (33,162) |
TOTAL STOCKHOLDERS' DEFICIT | (5,613,661) | (5,877,836) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,135,428 | $ 958,361 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 6,175 | 6,175 |
Preferred stock, shares issued (in shares) | 6,175 | 6,175 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 293 | 293 |
Preferred stock, shares issued (in shares) | 293 | 293 |
Preferred stock, shares outstanding (in shares) | 293 | 0 |
Undesignated Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 4,993,532 | 4,993,532 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Accounts receivable, allowance for doubtful accounts | $ 24,339 | $ 8,963 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (in shares) | 136,659,125 | 63,056,519 |
Common stock, outstanding (in shares) | 136,659,125 | 63,056,519 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUES | $ 255,652 | $ 143,605 | $ 728,382 | $ 594,040 |
COST OF REVENUES | 98,678 | 38,752 | 249,847 | 173,349 |
GROSS PROFIT | 156,974 | 104,853 | 478,535 | 420,691 |
OPERATING EXPENSES | ||||
Research and development | 266,473 | 569,134 | 1,052,595 | 1,660,546 |
General and administrative | 645,863 | 778,679 | 1,734,891 | 1,981,541 |
Depreciation | 1,554 | 926 | 3,227 | 2,775 |
Amortization of Intangible Assets | 76,689 | 76,689 | 230,067 | 230,068 |
TOTAL OPERATING EXPENSES | 990,579 | 1,425,428 | 3,020,780 | 3,874,930 |
OPERATING LOSS | (833,605) | (1,320,575) | (2,542,245) | (3,454,239) |
OTHER INCOME (EXPENSE) | ||||
Gain on sale of assets held for sale | 100,000 | 100,000 | ||
Gain on sale of property and equipment | 1,000 | |||
Gain(loss) on warrant valuation adjustment and conversion (Note 11) | (43,536) | 302,300 | (812,983) | (70,985) |
Interest expense, net | (225,252) | (105,830) | (489,996) | (266,810) |
Amortization of debt issuance costs | (26,974) | (114,522) | ||
Amortization of debt discount | (7,076) | (18,548) | (6,658) | |
Loss on foreign currency exchange | (3,367) | (2,739) | (9,215) | (15,458) |
TOTAL OTHER INCOME (EXPENSE) | (306,205) | 293,731 | (1,444,264) | (253,253) |
NET LOSS | (1,139,810) | (1,026,844) | (3,986,509) | (3,707,492) |
OTHER COMPREHENSIVE LOSS | ||||
Foreign currency translation adjustments | (2,268) | (345) | (4,980) | (13,831) |
TOTAL COMPREHENSIVE LOSS | $ (1,142,078) | $ (1,027,189) | $ (3,991,489) | $ (3,721,323) |
LOSS PER SHARE: | ||||
Net loss - basic and diluted (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.04) | $ (0.06) |
Weighted average shares outstanding - basic and diluted (in shares) | 115,528,604 | 63,056,519 | 97,798,261 | 63,014,763 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
8% Convertible Promissory Notes [Member] | ||
Adjustments to reconcile loss from continuing operations to net cash used by operating activities | ||
Loss on conversion option of promissory notes payable | $ 75,422 | |
Loss on conversion option of convertible debenture | 75,422 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Convertible Debt | 106,000 | |
Proceeds from convertible debenture, net | 106,000 | |
Payment of convertible promissory notes | (155,750) | |
Convertible Debentures [Member] | ||
Adjustments to reconcile loss from continuing operations to net cash used by operating activities | ||
Loss on conversion option of promissory notes payable | 50,100 | |
Loss on conversion option of convertible debenture | 50,100 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Convertible Debt | 175,000 | |
Proceeds from convertible debenture, net | 175,000 | |
Payment of convertible promissory notes | (210,000) | |
Net Income (Loss) Attributable to Parent | (3,986,509) | (3,707,492) |
Amortization of Intangible Assets | 230,067 | 230,068 |
Depreciation | 3,227 | 2,775 |
Change in allowance for doubtful accounts | 15,376 | (9,186) |
Stock-based compensation - employees, directors and advisors | 116,550 | 146,385 |
Loss on warrant valuation adjustment | 812,982 | 70,985 |
Amortization of debt issuance costs | 114,522 | |
Stock issued for consulting services | 43,540 | |
Amortization of debt discount | 18,548 | 6,658 |
Gain on sale of property and equipment | (1,000) | |
Gain on sale of assets | (100,000) | |
Accounts receivable - trade | (82,219) | 63,582 |
Inventory | 17,922 | (19,483) |
Prepaid expenses | 755 | (23,711) |
Other | (2,843) | (54) |
Accounts payable | (133,173) | 83,811 |
Accrued expenses | 60,369 | 31,032 |
Accrued employee compensation | 209,465 | 198,581 |
Interest payable, related parties | (239,803) | 18,259 |
Promissory notes payable - accrued interest | (32,271) | |
NET CASH USED BY OPERATING ACTIVITIES | (2,708,973) | (3,007,790) |
Proceeds from sale of property and equipment | 1,000 | 100,000 |
Purchases of property and equipment | (7,878) | |
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES | (6,878) | 100,000 |
Proceeds from 2016 Public Offering, net | 1,596,855 | |
Proceeds from 2016 Private Offering, net | 1,528,200 | |
Proceeds from warrant exercise | 32,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,072,305 | |
EFFECT OF EXCHANGE RATES ON CASH | (4,980) | (13,831) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 351,474 | (2,921,621) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 152,930 | 3,547,071 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 504,404 | 625,450 |
SUPPLEMENTAL INFORMATION | ||
Cash paid for interest, related parties | $ 630,549 | $ 242,904 |
Note 1 - Nature of the Business
Note 1 - Nature of the Business | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1. Nature of the Business SANUWAVE Health, Inc. and subsidiaries (the “Company”) is an acoustic pressure shock wave technology company using a patented system of noninvasive, high-energy, acoustic pressure shock waves for indications such as regenerative medicine and other applications. The Company’s initial focus is regenerative medicine – utilizing noninvasive (extracorporeal), acoustic pressure shock waves to produce a biological response resulting in the body healing itself through the repair and regeneration of skin, musculoskeletal tissue and vascular structures. The Company’s lead regenerative product in the United States is the dermaPACE ® de novo The Company’s portfolio of healthcare products and product candidates activate biologic signaling and angiogenic responses, including new vascularization and microcirculatory improvement, helping to restore the body’s normal healing processes and regeneration. The Company intends to apply its Pulsed Acoustic Cellular Expression (PACE ® In addition to healthcare uses, our high-energy, acoustic pressure shock waves, due to their powerful pressure gradients and localized cavitational effects, may have applications in secondary and tertiary oil exploitation, for cleaning industrial waters, for sterilizing food liquids and finally for maintenance of industrial installations by disrupting biofilms formation. Our business approach will be through licensing and/or partnership opportunities. |
Note 2 - Going Concern
Note 2 - Going Concern | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 2. Going Concern The Company does not currently generate significant recurring revenue and will require additional capital during the fourth quarter of 2016. As of September 30, 2016, the Company had an accumulated deficit of $96,980,916 and cash and cash equivalents of $504,404 . For the nine months ended September 30, 2016 and 2015, the net cash used by operating activities was $2,708,973 and $3,007,790, respectively. The Company incurred a net loss of $3,986,509 for the nine months ended September 30, 2016 and a net loss of $4,810,285 for the year ended December 31, 2015. The operating losses create an uncertainty about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon raising additional capital during the fourth quarter of 2016 to fund operations. Management’s plans are to obtain additional capital in 2016 through investments by strategic partners for market opportunities, which may include strategic partnerships or licensing arrangements, or raise capital through the conversion of outstanding warrants, the issuance of common or preferred stock, securities convertible into common stock, or secured or unsecured debt. These possibilities, to the extent available, may be on terms that result in significant dilution to the Company’s existing shareholders. Although no assurances can be given, management of the Company believes that potential additional issuances of equity or other potential financing transactions as discussed above should provide the necessary funding for the Company to continue as a going concern. If these efforts are unsuccessful, the Company may be forced to seek relief through a filing under the U.S. Bankruptcy Code. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 3 Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all the information and footnotes required by United States generally accepted accounting principles for complete financial statements. The financial information as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015 is unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2016 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2016. The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. Significant Accounting Policies For further information and a summary of significant accounting policies, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 30, 2016. Recently Issued Accounting Standards New accounting pronouncements are issued by the Financial Standards Board (“FASB”) or other standards setting bodies that the Company adopts according to the various timetables the FASB specifies. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payments transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 31, 2016. Early adoption is permitted for an entity in an interim or annual period. We are currently evaluating the effect that the updated standard will have on our financial statements, but expect the guidance will add modest volatility in our equity-based compensation expense, provision for income taxes, and net income (loss). |
Note 4 - Intangible Assets
Note 4 - Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 4 . Intangible assets Intangible assets consist of the following: September 30, December 31, 2016 2015 Patents, at cost $ 3,502,135 $ 3,502,135 Less accumulated amortization (3,425,446 ) (3,195,379 ) Net intangible assets $ 76,689 $ 306,756 The aggregate amortization charged to operations was $76,689 for the three months ended September 30, 2016 and 2015 and $230,067 and $230,068 for the nine months ended September 30, 2016 and 2015, respectively. |
Note 5 - Accrued Expenses
Note 5 - Accrued Expenses | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 5 . Accrued expenses Accrued expenses consist of the following: September 30, December 31, 2016 2015 Accrued former executive payment $ 100,000 $ 100,000 Accrued audit and tax preparation 70,128 93,500 Accrued directors and advisors fees 61,000 - Accrued legal professional fees 40,000 76,500 Deferred revenue 32,244 - Accrued inventory 27,948 - Deferred rent expense 26,606 - Accrued research and development studies 19,033 - Accrued clinical study expenses 13,650 22,777 Accrued outside services - 58,813 Accrued other 26,634 7,784 $ 417,243 $ 359,374 |
Note 6 - Notes Payable, Related
Note 6 - Notes Payable, Related Parties | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 6 . Notes payable, related parties The notes payable, related parties were issued in conjunction with the Company’s purchase of the orthopedic division of HealthTronics, Inc. on August 1, 2005. The notes payable, related parties bear interest at 6% per annum. Quarterly interest through June 30, 2010, was accrued and added to the principal balance. Interest is paid quarterly in arrears beginning September 30, 2010. All remaining unpaid accrued interest and principal was due August 1, 2015. On June 15, 2015, the Company and HealthTronics, Inc. entered into an amendment (the “Note Amendment”) to amend certain provisions of the notes payable, related parties. The Note Amendment provides for the extension of the due date to January 31, 2017. In the period ending March, 31, 2016, the Company reclassified the outstanding principal balance from non-current liabilities to current liabilities. I n connection with the Note Amendment, the Company entered into a security agreement with HealthTronics, Inc. to provide a first security interest in the assets of the Company. The notes payable, related parties will bear interest at 8% per annum effective August 1, 2015 and during any period when an Event of Default occurs, the applicable interest rate shall increase by 2% per annum. The Company will be required to make mandatory prepayments of principal on the notes payable, related parties equal to 20% of the proceeds received by the Company through the issuance or sale of any equity securities in cash or through the licensing of the Company’s patents or other intellectual property rights. On June 28, 2016, the Company and HealthTronics, Inc. entered into a second amendment (the “Second Amendment”) to amend certain provisions of the notes payable, related parties. The Second Amendment provides for the extension of the due date to January 31, 2018. The notes payable, related parties had an aggregate outstanding principal balance of $5,357,446, net of $15,297 debt discount at September 30, 2016 and $5,348,112, net of $24,631 debt discount at December 31, 2015, respectively. In addition, the Company, in connection with the Note Amendment, issued to HealthTronics, Inc. on June 15, 2015, an aggregate total of 3,310,000 warrants (the “Class K Warrants”) to purchase shares of the Company’s common stock, $0.001 par value (the “Common Stock”), at an exercise price of $0.55 per share, subject to certain anti-dilution protection. Each Class K Warrant represents the right to purchase one share of Common Stock. The warrants vested upon issuance and expire after ten years. In addition, the Company, in connection with the Second Amendment, issued to HealthTronics, Inc. on June 28, 2016, an additional 1,890,000 Class K Warrants to purchase shares of the Company’s Common Stock at an exercise price of $0.08 per share, subject to certain anti-dilution protection. The exercise price of the 3,310,000 Class K Warrants issued on June 15, 2015 was decreased to $0.08 per share. Accrued interest currently payable totaled $0 and $239,803 at September 30, 2016 and December 31, 2015, respectively. Interest expense on notes payable, related parties totaled $129,808 and $100,123 for the three months ended September 30, 2016 and 2015, respectively, and $390,746 and $261,162 for the nine months ended September 30, 2016 and 2015, respectively. |
Note 7 - Promissory Notes Payab
Note 7 - Promissory Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 7. Promissory notes payable On February 1, 2016, the Company entered into a financing transaction for the sale of an 8% Convertible Promissory Note (the “$58,300 Convertible Note”) and warrants (the “Class M Warrants”) in the principal amount of $58,300 each, with gross proceeds of $50,000 to the Company after payment of a 10% original issue discount and related professional expenses. The offering was conducted pursuant to the exemption from registration provided by Section 4(a)(2) of the Act and Rule 506 of Regulation D thereunder. The Company did not utilize any form of general solicitation or general advertising in connection with the offering. The $58,300 Convertible Note was offered and sold to two accredited investors, with gross proceeds of $106,000 to the Company. The $58,300 Convertible Note and Class M Warrants were issued pursuant to the terms of a purchase agreement among the Company and the Investors. The convertible note is an unsecured obligation of the Company and, unless earlier redeemed, matures on August 1, 2016. The Company has the right to prepay the convertible note and accrued interest during the first sixty (60) days following the date of issuance. During that time, the amount of any prepayment during the first sixty (60) days is 120% of the outstanding amounts owed, and the amount of the prepayment increases every subsequent thirty (30) days. Each Class M Warrant represents the right to purchase one share of Common Stock. The warrants vested upon issuance and expire on February 21, 2021. The $58,300 Convertible Note is convertible, at any time from the issuance date, in whole or in part, at the option of the investor, into shares of Company common stock at a conversion price of 30% of the lowest reported sale price of the Company’s common stock for the 20 trading days immediately prior to (i) the date of the purchase agreement or (ii) the voluntary conversion date. The $58,300 Convertible Note contained put options that may require the Company to repay the debt before its maturity. The $58,300 Convertible Note holder has rights to demand repayment in the event of defaults. However, since the put is contingent on an event of default, and no principal is due until maturity, the likelihood of the other default provision is considered to be very remote especially given the term of the $58,300 Convertible Note is six months. In August 2016, the Company repaid both of the $58,300 Convertible Notes in full which totaled $155,750 with accrued interest and a prepayment penalty of $34,247. |
Note 8 - Income Taxes
Note 8 - Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 8 . Income taxes The Company files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. The Company is no longer subject to United States federal and state and non-United States income tax examinations by tax authorities for years before 2006. At September 30, 2016, the Company had federal net operating loss (“NOL”) carryforwards of $70,096,802 for tax years through the year ended December 31, 2015, that will begin to expire in 2025. The use of deferred tax assets, including federal net operating losses, is limited to future taxable earnings. Based on the required analysis of future taxable income under the provisions of ASC 740, Income Taxes The Company’s ability to use its NOL carryforwards could be limited and subject to annual limitations. In connection with future offerings, the Company may realize a “more than 50% change in ownership” which could further limit its ability to use its NOL carryforwards accumulated to date to reduce future taxable income and tax liabilities. Additionally, because United States tax laws limit the time during which NOL carryforwards may be applied against future taxable income and tax liabilities, the Company may not be able to take advantage of all or portions of its NOL carryforwards for federal income tax purposes. |
Note 9 - Equity Transactions
Note 9 - Equity Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 9 . Equity transactions Warrant Exercise On September 20, 2016, the Company issued 400,000 shares of common stock to upon the exercise of 400,000 Class L Warrants to purchase shares of stock for $0.08 per share under the terms of the Class L Warrant agreement. 201 6 Private Placement On August 11, 2016, opened a private placement of securities (the “2016 Private Placement”) with select accredited investors. The 2016 Private Placement is offering Units (the “Units”) at a purchase price of $0.06 per Unit, with each Unit consisting of (i) one (1) share of our common stock, $0.001 par value (the “Common Stock”) and, (ii) one (1) detachable warrant (the “Warrants”) to purchase one (1) share of our Common Stock at an exercise price of $0.08 per share. The Company and the accredited investors are executing and delivering this 2016 Private Placement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act On August 25, 2016 and September 27, 2016 in conjunction with the 2016 Private Placement, the Company issued an aggregate of 22,766,667 and 5,533,334, respectively, shares of common stock for an aggregate purchase price of $1,366,000 and $332,000, respectively. The Company, in connection with the 2016 Private Placement, issued to the investors an aggregate of 28,300,001 warrants (the “Class L Warrants”) to purchase shares of common stock at an exercise price of $0.08 per share. Each Class L Warrant represents the right to purchase one share of Common Stock. The warrants vested upon issuance and expire on March 17, 2019. Pursuant to the terms of a Registration Rights Agreement that the Company entered with the accredited investors in connection with the 2016 Private Placement, the Company is required to file a registration statement that covers the shares of Common Stock and the shares of common stock issuable upon exercise of the Warrants. The failure on the part of the Company to satisfy certain deadlines described in the Registration Rights Agreement may subject the Company to payment of certain monetary penalties. Michael N. Nemelka, the brother of a member of the Company’s board of directors and an existing shareholder of the Company, was a purchaser in the 2016 Private Placement of $75,000. A. Michael Stolarski, a member of the Company’s board of directors and an existing shareholder of the Company, was a purchaser in the 2016 Private Placement of $60,000. At the closing of the 2016 Private Placement, the Company paid West Park Capital, Inc., the placement agent for the equity offering, cash compensation based on the gross proceeds of the private placement and 2,830,000 Class L Warrants. Cashless Warrant Exercise On September 8, 2016, the Company issued 526,288 shares of common stock to Vigere Capital LP upon the cashless exercise of 971,667 Class M Warrants to purchase shares of stock for $0.06 per share based on a current market value of $0.11 per share as determined under the terms of the Class M Warrant agreement. On August 23, 2016, the Company issued 343,434 shares of common stock to JDF Capital, Inc. upon the cashless exercise of 971,667 Class M Warrants to purchase shares of stock for $0.06 per share based on a current market value of $0.17 per share as determined under the terms of the Class M Warrant agreement. On August 23, 2016, the Company issued 1,640,589 shares of common stock to JDF Capital, Inc. upon the cashless exercise of 4,641,667 Class J Warrants to purchase shares of stock for $0.06 per share based on a current market value of $0.17 per share as determined under the terms of the Class J Warrant agreement. Consulting Agreement In August 2016, the Company entered into a consulting agreements for which the fee for the services performed was paid with Company common stock. The Company issued 435,392 shares of common stock under this agreement. The fair value of the common stock issued to the consultant, based upon the closing market price of the Company’s common stock at the date the common stock was issued, was recorded as a non-cash general and administrative expense for the three months ended September 30, 2016. Convertible Debenture and Restricted Stock On July 29, 2016, the Company entered into a financing transaction for the sale of a Convertible Debenture (the “Debenture”) in the principal amount of $200,000, with gross proceeds of $175,000 to the Company after payment of a 10% original issue discount. The offering was conducted pursuant to the exemption from registration provided by Section 4(a)(2) of the Act and Rule 506 of Regulation D thereunder. The Company did not utilize any form of general solicitation or general advertising in connection with the offering. The Debenture was offered and sold to one accredited investor. The Debenture was issued pursuant to the terms of a purchase agreement among the Company and the Investor. The Debenture is secured by the accounts receivable of the Company and, unless earlier redeemed, matures on the third anniversary date of issuance. The Company shall pay to Investor a non-accountable fee (the “Commitment Fee”) of (i) Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) and (ii) Eight Hundred Thirty-Five Thousand (835,000) shares of Restricted Stock for Investor’s expenses and analysis performed in connection with the analysis of the Company and the propriety of the Investor’s making the contemplated investment. The Commitment Fee shall be paid on the signing closing date immediately upon receipt of the signing purchase price if Investor does not withhold such amounts from the signing purchase price. In September 2016, the Company repaid the Debenture in full which totaled $210,000 with a Redemption Price of 105% of the sum of the Principal Amount per the agreement. 2016 Equity Offering On March 11, 2016, April 6, 2016, and April 15, 2016 in conjunction with an equity offering of securities (the “2016 Equity Offering”) with select accredited investors, the Company issued an aggregate of 25,495,835, 3,083,334 and 1,437,501, respectively, shares of common stock for an aggregate purchase price of $1,529,750, $185,000, and $86,200, respectively. The mandatory prepayment of principal on the notes payable, related parties equal to 20% of the proceeds received by the Company was waived by HealthTronics, Inc. for this 2016 Equity Offering. The Company, in connection with the 2016 Equity Offering, issued to the investors an aggregate of 30,016,670 warrants (the “Class L Warrants”) to purchase shares of common stock at an exercise price of $0.08 per share. Each Class L Warrant represents the right to purchase one share of Common Stock. The warrants vested upon issuance and expire on March 17, 2019. Pursuant to the terms of a Registration Rights Agreement that the Company entered with the investors in connection with the 2016 Equity Offering, the Company is required to file a registration statement that covers the shares of common stock and the shares of common stock issuable upon exercise of the Class L Warrants. The registration statement was declared effective by the SEC on February 16, 2016. Michael N. Nemelka, the brother of a member of the Company’s board of directors and an existing shareholder of the Company, was a purchaser in the 2016 Equity Offering of $100,000. A. Michael Stolarski, a member of the Company’s board of directors and an existing shareholder of the Company, was a purchaser in the 2016 Equity Offering of $75,000. At the closing of the 2016 Equity Offering , the Company paid Newport Coast Securities, Inc., the placement agent for the equity offering, cash compensation based on the gross proceeds of the private placement and 3,001,667 Class L Warrants. Series A Warrant Conversion On January 13, 2016, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with certain beneficial owners (the “Investors”) of Series A warrants (the “Warrants”) to purchase shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), pursuant to which the Investors exchanged (the “Exchange”) all of their respective Warrants for either (i) shares of Common Stock or (ii) shares of Common Stock and shares of the Company’s Series B Convertible Preferred Stock, $0.001 par value (the “Preferred Stock”). The Exchange was based on the following exchange ratio (the “Exchange Ratio”): 1 Series A Warrant = 0.4685 shares of capital stock. Investors who, as a result of the Exchange, owned in excess of 9.99% (the “Ownership Threshold”) of the outstanding Common Stock, received a mixture of Common Stock and shares of Preferred Stock. They received Common Stock up to the Ownership Threshold, and received shares of Preferred Stock beyond the Ownership Threshold (but the total shares of Common Stock and Preferred Stock issued to such holders was still based on the same Exchange Ratio). The relative rights, preferences, privileges and limitations of the Preferred Stock are as set forth in the Company’s Certificate of Designation of Series B Convertible Preferred Stock, which was filed with the Secretary of State of the State of Nevada on January 12, 2016 (the “Series B Certificate of Designation”). In the Exchange an aggregate number of 23,701,428 Warrants were exchanged for 7,447,954 shares of Common Stock and 293 shares of Preferred Stock. Pursuant to the Series B Certificate of Designation, each of the Preferred Stock shares is convertible into shares of Common Stock at an initial rate of 1 Preferred Stock share for 12,500 Common Stock shares, which conversion rate is subject to further adjustment as set forth in the Series B Certificate of Designation. Pursuant to the terms of the Series B Certificate of Designation, the holders of the Preferred Stock shares will generally be entitled to that number of votes as is equal to the number of shares of Common Stock into which the Preferred Stock may be converted as of the record date of such vote or consent, subject to the Beneficial Ownership Limitation. In connection with entering into the Exchange Agreement, the Company also entered into a Registration Rights Agreement, dated January 13, 2016, with the Investors. The Registration Rights Agreement requires that the Company file with the SEC a registration statement to register for resale the shares of the Common Stock issued in connection with the Exchange and the Common Stock issuable upon conversion of the Preferred Stock shares (the “Preferred Stock Conversion Shares”). The registration statement was declared effective by the SEC on February 16, 2016. |
Note 10 - Preferred Stock
Note 10 - Preferred Stock | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Preferred Stock [Text Block] | 10 . Preferred Stock The Company’s Articles of Incorporation authorize the issuance of up to 5,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by the board of directors. On January 12, 2016, the Company filed a Certificate of Designation of Preferences, Rights and Limitations for Series B Convertible Preferred Stock of the Company (the “Certificate of Designation”) with the Nevada Secretary of State. The Certificate of Designation amends the Company’s Articles of Incorporation to designate 293 shares of preferred stock, par value $0.001 per share, as Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock has a stated value of $1,000 per share. On January 13, 2016, in connection with the Series A Warrant Conversion, the Company issued 293 shares of Series B Convertible Preferred Stock (for a more detailed discussion regarding the Series A Warrant Conversion, see Note 9). Under the Certificate of Designation, holders of Series B Convertible Preferred Stock are entitled to receive dividends equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock when, as and if such dividends are paid. Such holders will participate on an equal basis per-share with holders of common stock in any distribution upon winding up, dissolution, or liquidation of the Company. Holders of Series B Convertible Preferred Stock are entitled to convert each share of Series A Convertible Preferred Stock into 2,000 shares of common stock, provided that after giving effect to such conversion, such holder, together with its affiliates, shall not beneficially own in excess of 9.99% of the number of shares of common stock outstanding (the “Beneficial Ownership Limitation”). Holders of the Series B Convertible Preferred Stock are entitled to vote on all matters affecting the holders of the common stock on an “as converted” basis, provided that such holder shall only vote such shares of Series B Convertible Preferred Stock eligible for conversion without exceeding the Beneficial Ownership Limitation. On April 29, 2016, the holders of Series B Convertible Preferred Stock converted the outstanding 293 shares of Series B Convertible Preferred Stock into 3,657,278 shares of common stock. As of April 29, 2016, there were no outstanding shares of Series B Convertible Preferred Stock. On March 14, 2014, the Company filed a Certificate of Designation of Preferences, Rights and Limitations for Series A Convertible Preferred Stock of the Company (the “Certificate of Designation”) with the Nevada Secretary of State. The Certificate of Designation amends the Company’s Articles of Incorporation to designate 6,175 shares of preferred stock, par value $0.001 per share, as Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock has a stated value of $1,000 per share. On March 17, 2014, in connection with a Private Placement, the Company issued 6,175 shares of Series A Convertible Preferred Stock. As of January 6, 2015 there were no outstanding shares of Series A Convertible Preferred Stock. |
Note 11 - Warrants
Note 11 - Warrants | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Warrants [Text Block] | 11 . Warrants A summary of the warrant activity as of September 30, 2016 and December 31, 2015, and the changes during the nine months ended September 30, 2016, is presented as follows: Outstanding Outstanding as of as of December 31, September 30, Warrant class 2015 Issued Exercised Converted Expired 2016 Class E Warrants 3,576,737 - - - (3,576,737 ) - Class F Warrants 300,000 - - - - 300,000 Class G Warrants 1,503,409 - - - - 1,503,409 Class H Warrants 1,988,095 - - - - 1,988,095 Class I Warrants 1,043,646 - - - - 1,043,646 Class J Warrants 629,378 4,012,289 (4,641,667 ) - - - Class K Warrants 3,310,000 1,890,000 - - - 5,200,000 Class L Warrants - 66,788,338 (400,000 ) - - 66,388,338 Class M Warrants - 1,943,333 (1,943,333 ) - - - Series A Warrants 25,951,421 - - (23,701,427 ) - 2,249,994 38,302,686 74,633,960 (6,985,000 ) (23,701,427 ) (3,576,737 ) 78,673,482 A summary of the warrant exercise price per share and expiration date is presented as follows: Exercise Expiration price/share date Class F Warrants $ 0.35 February 2018 Class G Warrants $ 0.80 July 2018 Class H Warrants $ 0.80 July 2018 Class I Warrants $ 0.85 September 2018 Class K Warrants $ 0.08 June 2025 Class L Warrants $ 0.08 March 2019 Series A Warrants $ 0.0334 March 2019 The exercise price and the number of shares covered by the warrants will be adjusted if the Company has a stock split, if there is a recapitalization of the Company’s common stock, or if the Company consolidates with or merges into another company. The exercise price of the Class J Warrants, Class K Warrants, Class M and the Series A Warrants are subject to a “down-round” anti-dilution adjustment if the Company issues or is deemed to have issued certain securities at a price lower than the then applicable exercise price of the warrants. The exercise price of the Series A Warrants was adjusted to $0.0334 due to the 2016 Equity Offering (see Note 9). The exercise price of the Class J and Class M Warrants was adjusted to $0.06 due to the 2016 Equity Offering (see Note 9). The Class J Warrants and Class K Warrants may be exercised on a physical settlement or on a cashless basis. The Series A Warrants may be exercised on a physical settlement basis if a registration statement underlying the warrants is effective. If a registration statement is not effective (or the prospectus contained therein is not available for use) for the resale by the holder of the Series A Warrants, then the holder may exercise the warrants on a cashless basis. The Class J Warrants, the Class K Warrants, the Class M Warrants, the Series A Warrants and the Series B Warrants are derivative financial instruments. The estimated fair value of the Class J Warrants at the date of grant was $12,776. The related debt discount was accreted to interest expense through the maturity date of the related note. The estimated fair value of the Class K Warrants at the date of grant was $36,989 and recorded as debt discount, which will be accreted to interest expense through the maturity date of the related notes payable, related parties. The estimated fair value of the Class M Warrants at the date of grant was $9,091 and the estimated value of the conversion option of the note at the date of grant was $66,331. The related debt discount was accreted to interest expense through the maturity date of the related note. The estimated fair values of the Series A Warrants and the Series B Warrants at the date of grant were $557,733 for the warrants issued in conjunction with the 2014 Private Placement and $47,974 for the warrants issued in conjunction with the 18% Convertible Promissory Notes. The fair value of the Series A Warrants and Series B Warrants were recorded as equity issuance costs in 2014, a reduction of additional paid-in capital. The Series B Warrants expired unexercised in March 2015. The estimated fair values were determined using a binomial option pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect estimated fair value at each period end, with any decrease or increase in the estimated fair value being recorded in other income or expense accordingly, as adjustments to the fair value of derivative liabilities. Various factors are considered in the pricing models the Company uses to value the warrants, including the Company’s current common stock price, the remaining life of the warrants, the volatility of the Company’s common stock price, and the risk-free interest rate. In addition, as of the valuation dates, management assessed the probabilities of future financing and other re-pricing events in the binominal valuation models. A summary of the changes in the warrant liability as of September 30, 2016 and December 31, 2015, and the changes during the three and nine months ended September 30, 2016, is presented as follows: Class J Class K Class M Series A Warrants Warrants Warrants Warrants Total Warrant liability as of December 31, 2015 $ 2,900 $ 22,700 $ - $ 112,500 $ 138,100 Issued - - 75,422 - 75,422 Change in fair value 17,600 (6,600 ) 878 (102,600 ) (90,722 ) Warrant liability as of March 31, 2016 $ 20,500 $ 16,100 $ 76,300 $ 9,900 $ 122,800 Issued - 25,350 - - 25,350 Change in fair value (6,600 ) (16,150 ) (2,400 ) (3,100 ) (28,250 ) Warrant liability as of June 30, 2016 $ 13,900 $ 25,300 $ 73,900 $ 6,800 $ 119,900 Issued - - - - - Exercised (13,900 ) - (73,900 ) - (87,800 ) Change in fair value - 79,900 - 35,300 115,200 Warrant liability as of September 30, 2016 $ - $ 105,200 $ - $ 42,100 $ 147,300 |
Note 12 - Commitments and Conti
Note 12 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 12 . Commitments and contingencies Operating Leases Rent expense for the three months ended September 30, 2016 and 2015, was $47,108 and $32,836, respectively and for the nine months ended September 30, 2016 and 2015, was $130,083 and $104,747, respectively. Litigation The Company is involved in various legal matters that have arisen in the ordinary course of business. While the ultimate outcome of these matters is not presently determinable, it is the opinion of management that the resolution will not have a material adverse effect on the financial position or results of operations of the Company. |
Note 13 - Stock-based Compensat
Note 13 - Stock-based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 13 . Stoc k-based compensation On June 16, 2016, the Company granted to the active employees, members of the board of directors and two members of the Company’s Medical Advisory Board options to purchase 3,300,000 shares each of the Company’s common stock at an exercise price of $0.04 per share and vested upon issuance. Using the Black-Scholes option pricing model, management has determined that the options had a fair value per share of $0.0335 resulting in compensation expense of $110,550. Compensation cost was recognized upon grant. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions for the nine months ended September 30, 2016 and 2015: 2016 2015 Weighted average expected life in years 5.0 5.5 Weighted average risk free interest rate 1.10 % 2.41 % Weighted average volatility 140.0 % 136.1 % Forfeiture rate 0.0 % 0.0 % Expected dividend yield 0.0 % 0.0 % The Company recognized as compensation cost for all outstanding stock options granted to employees, directors and advisors, $0 and $96,323 for the three months ended September 30, 2016 and 2015, respectively and $116,550 and $146,385 for the nine months ended September 30, 2016 and 2015, respectively. A summary of option activity as of September 30, 2016 and December 31, 2015, and the changes during the three and nine months ended September 30, 2016, is presented as follows: Weighted Average Exercise Price Options per share Outstanding as of December 31, 2015 10,073,385 $ 0.62 Granted - $ - Exercised - $ - Cancelled - $ - Forfeited or expired - $ - Outstanding as of March 31, 2016 10,073,385 $ 0.55 Granted 3,300,000 $ 0.04 Exercised - $ - Cancelled - $ - Forfeited or expired - $ - Outstanding as of June 30, 2016 13,373,385 $ 0.55 Granted - $ - Exercised - $ - Cancelled - $ - Forfeited or expired - $ - Outstanding as of September 30, 2016 13,373,385 $ 0.43 Exercisable 13,273,385 $ 0.43 The range of exercise prices for options was $0.04 to $2.00 for options outstanding at September 30, 2016 and $0.11 to $2.00 at December 31, 2015. The aggregate intrinsic value for all vested and exercisable options was $569,500 and $0 at September 30, 2016 and December 31, 2015, respectively. The weighted average remaining contractual term for outstanding exercisable stock options was 7.38 and 7.46 years as of September 30, 2016 and December 31, 2015, respectively. A summary of the Company’s nonvested options as of September 30, 2016 and December 31, 2015, and changes during the three and nine months ended September 30, 2016, is presented as follows: Weighted Average Exercise Price Options per share Outstanding as of December 31, 2015 175,002 $ 0.36 Granted - $ - Vested - $ - Cancelled - $ - Forfeited or expired - $ - Outstanding as of March 31, 2016 175,002 $ 0.36 Granted 3,300,000 $ 0.04 Vested (3,375,002 ) $ 0.05 Cancelled - $ - Forfeited or expired - $ - Outstanding as of June 30, 2016 100,000 $ 0.21 Granted - $ - Vested - $ - Cancelled - $ - Forfeited or expired - $ - Outstanding as of September 30, 2016 100,000 $ 0.21 |
Note 14 - Earnings (Loss) Per S
Note 14 - Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 14 . Earnings (loss) per share The Company calculates net income (loss) per share in accordance with ASC 260, Earnings Per Share To the extent that securities are “anti-dilutive,” they are excluded from the calculation of diluted net income (loss) per share. As a result of the net loss for the nine months ended September 30, 2016 and 2015, respectively, all potentially dilutive shares were anti-dilutive and therefore excluded from the computation of diluted net loss per share. The anti-dilutive equity securities totaled 92,046,867 shares and 45,609,516 shares at September 30, 2016 and 2015, respectively. |
Note 15 - Subsequent Events
Note 15 - Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 15. Subsequent events Warrant Exercise In October 2016, the Company issued 443,333 shares of common stock to upon the exercise of 443,333 Class L Warrants to purchase shares of stock for $0.08 per share under the terms of the Class L Warrant agreement. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all the information and footnotes required by United States generally accepted accounting principles for complete financial statements. The financial information as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015 is unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2016 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2016. The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards New accounting pronouncements are issued by the Financial Standards Board (“FASB”) or other standards setting bodies that the Company adopts according to the various timetables the FASB specifies. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payments transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 31, 2016. Early adoption is permitted for an entity in an interim or annual period. We are currently evaluating the effect that the updated standard will have on our financial statements, but expect the guidance will add modest volatility in our equity-based compensation expense, provision for income taxes, and net income (loss). |
Note 4 - Intangible Assets (Tab
Note 4 - Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | September 30, December 31, 2016 2015 Patents, at cost $ 3,502,135 $ 3,502,135 Less accumulated amortization (3,425,446 ) (3,195,379 ) Net intangible assets $ 76,689 $ 306,756 |
Note 5 - Accrued Expenses (Tabl
Note 5 - Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | September 30, December 31, 2016 2015 Accrued former executive payment $ 100,000 $ 100,000 Accrued audit and tax preparation 70,128 93,500 Accrued directors and advisors fees 61,000 - Accrued legal professional fees 40,000 76,500 Deferred revenue 32,244 - Accrued inventory 27,948 - Deferred rent expense 26,606 - Accrued research and development studies 19,033 - Accrued clinical study expenses 13,650 22,777 Accrued outside services - 58,813 Accrued other 26,634 7,784 $ 417,243 $ 359,374 |
Note 11 - Warrants (Tables)
Note 11 - Warrants (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Outstanding Outstanding as of as of December 31, September 30, Warrant class 2015 Issued Exercised Converted Expired 2016 Class E Warrants 3,576,737 - - - (3,576,737 ) - Class F Warrants 300,000 - - - - 300,000 Class G Warrants 1,503,409 - - - - 1,503,409 Class H Warrants 1,988,095 - - - - 1,988,095 Class I Warrants 1,043,646 - - - - 1,043,646 Class J Warrants 629,378 4,012,289 (4,641,667 ) - - - Class K Warrants 3,310,000 1,890,000 - - - 5,200,000 Class L Warrants - 66,788,338 (400,000 ) - - 66,388,338 Class M Warrants - 1,943,333 (1,943,333 ) - - - Series A Warrants 25,951,421 - - (23,701,427 ) - 2,249,994 38,302,686 74,633,960 (6,985,000 ) (23,701,427 ) (3,576,737 ) 78,673,482 |
Schedule Of Warrant Exercise Price And Expiration Date [Table Text Block] | Exercise Expiration price/share date Class F Warrants $ 0.35 February 2018 Class G Warrants $ 0.80 July 2018 Class H Warrants $ 0.80 July 2018 Class I Warrants $ 0.85 September 2018 Class K Warrants $ 0.08 June 2025 Class L Warrants $ 0.08 March 2019 Series A Warrants $ 0.0334 March 2019 |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Class J Class K Class M Series A Warrants Warrants Warrants Warrants Total Warrant liability as of December 31, 2015 $ 2,900 $ 22,700 $ - $ 112,500 $ 138,100 Issued - - 75,422 - 75,422 Change in fair value 17,600 (6,600 ) 878 (102,600 ) (90,722 ) Warrant liability as of March 31, 2016 $ 20,500 $ 16,100 $ 76,300 $ 9,900 $ 122,800 Issued - 25,350 - - 25,350 Change in fair value (6,600 ) (16,150 ) (2,400 ) (3,100 ) (28,250 ) Warrant liability as of June 30, 2016 $ 13,900 $ 25,300 $ 73,900 $ 6,800 $ 119,900 Issued - - - - - Exercised (13,900 ) - (73,900 ) - (87,800 ) Change in fair value - 79,900 - 35,300 115,200 Warrant liability as of September 30, 2016 $ - $ 105,200 $ - $ 42,100 $ 147,300 |
Note 13 - Stock-based Compens25
Note 13 - Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2016 2015 Weighted average expected life in years 5.0 5.5 Weighted average risk free interest rate 1.10 % 2.41 % Weighted average volatility 140.0 % 136.1 % Forfeiture rate 0.0 % 0.0 % Expected dividend yield 0.0 % 0.0 % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Average Exercise Price Options per share Outstanding as of December 31, 2015 10,073,385 $ 0.62 Granted - $ - Exercised - $ - Cancelled - $ - Forfeited or expired - $ - Outstanding as of March 31, 2016 10,073,385 $ 0.55 Granted 3,300,000 $ 0.04 Exercised - $ - Cancelled - $ - Forfeited or expired - $ - Outstanding as of June 30, 2016 13,373,385 $ 0.55 Granted - $ - Exercised - $ - Cancelled - $ - Forfeited or expired - $ - Outstanding as of September 30, 2016 13,373,385 $ 0.43 Exercisable 13,273,385 $ 0.43 |
Schedule of Other Share-based Compensation, Activity [Table Text Block] | Weighted Average Exercise Price Options per share Outstanding as of December 31, 2015 175,002 $ 0.36 Granted - $ - Vested - $ - Cancelled - $ - Forfeited or expired - $ - Outstanding as of March 31, 2016 175,002 $ 0.36 Granted 3,300,000 $ 0.04 Vested (3,375,002 ) $ 0.05 Cancelled - $ - Forfeited or expired - $ - Outstanding as of June 30, 2016 100,000 $ 0.21 Granted - $ - Vested - $ - Cancelled - $ - Forfeited or expired - $ - Outstanding as of September 30, 2016 100,000 $ 0.21 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Retained Earnings (Accumulated Deficit) | $ (96,980,916) | $ (96,980,916) | $ (92,994,408) | |||
Cash and Cash Equivalents, at Carrying Value | 504,404 | $ 625,450 | 504,404 | $ 625,450 | 152,930 | $ 3,547,071 |
Net Cash Provided by (Used in) Operating Activities | (2,708,973) | (3,007,790) | ||||
Net Income (Loss) Attributable to Parent | $ (1,139,810) | $ (1,026,844) | $ (3,986,509) | $ (3,707,492) | $ (4,810,285) |
Note 4 - Intangible Assets (Det
Note 4 - Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Amortization of Intangible Assets | $ 76,689 | $ 76,689 | $ 230,067 | $ 230,068 |
Note 4 - Intangible Assets - Su
Note 4 - Intangible Assets - Summary of Intangible Assets (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Patents, at cost | $ 3,502,135 | $ 3,502,135 |
Less accumulated amortization | (3,425,446) | (3,195,379) |
Net intangible assets | $ 76,689 | $ 306,756 |
Note 5 - Accrued Expenses - Sum
Note 5 - Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Accrued former executive payment | $ 100,000 | $ 100,000 |
Accrued audit and tax preparation | 70,128 | 93,500 |
Accrued directors and advisors fees | 61,000 | |
Accrued legal professional fees | 40,000 | 76,500 |
Deferred revenue | 32,244 | |
Accrued inventory | 27,948 | |
Deferred rent expense | 26,606 | |
Accrued research and development studies | 19,033 | |
Accrued clinical study expenses | 13,650 | 22,777 |
Accrued outside services | 58,813 | |
Accrued other | 26,634 | 7,784 |
$ 417,243 | $ 359,374 |
Note 6 - Notes Payable, Relat30
Note 6 - Notes Payable, Related Parties (Details Textual) - USD ($) | Jun. 28, 2016 | Aug. 01, 2015 | Jun. 15, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jan. 13, 2016 | Dec. 31, 2015 |
Health Tronics, Inc [Member] | Note Amendment [Member] | |||||||||
Related Party Transaction, Rate | 2.00% | 8.00% | |||||||
Related Party, Notes Payable Manditory Prepayment Rate | 20.00% | ||||||||
Health Tronics, Inc [Member] | Class K Warrants [Member] | |||||||||
Class of Warrant or Right, Issued During Period | 1,890,000 | 3,310,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.08 | $ 0.55 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1 | ||||||||
Class of Warrant or Right, Expiration Period | 10 years | ||||||||
Health Tronics, Inc [Member] | |||||||||
Related Party Transaction, Rate | 6.00% | ||||||||
Notes Payable, Related Parties, Noncurrent | $ 5,357,446 | $ 5,357,446 | $ 5,348,112 | ||||||
Debt Instrument, Unamortized Discount | 15,297 | 15,297 | 24,631 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||
Interest Payable, Current | 0 | 0 | $ 239,803 | ||||||
Interest Expense, Related Party | $ 129,808 | $ 100,123 | $ 390,746 | $ 261,162 | |||||
Class K Warrants [Member] | |||||||||
Class of Warrant or Right, Issued During Period | 1,890,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.08 | $ 0.08 | |||||||
Class of Warrant or Right, Issued During Period | 74,633,960 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Note 7 - Promissory Notes Pay31
Note 7 - Promissory Notes Payable (Details Textual) | Feb. 01, 2016USD ($)shares | Aug. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) |
8% Convertible Promissory Notes [Member] | During First Sixty Days [Member] | ||||
Debt Instrument, Prepayment Amount as a Percentage of Outstanding Balance | 120.00% | |||
8% Convertible Promissory Notes [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||
Debt Instrument, Face Amount | $ 58,300 | |||
Proceeds from Each Convertible Debt, Gross | $ 53,000 | |||
Debt Instrument, Original Issuance Discount Percent | 10.00% | |||
Number Of Investors | 2 | |||
Proceeds from Convertible Debt | $ 106,000 | $ 106,000 | ||
Debt Instrument, Prepayment Term | 60 days | |||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 30.00% | |||
Debt Instrument, Convertible, Threshold Trading Days | 20 | |||
Debt Instrument, Term | 180 days | |||
Repayments of Convertible Debt | $ 155,750 | $ 155,750 | ||
Payments of Debt Extinguishment Costs | $ 34,247 | |||
Class M Warrants [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 |
Note 8 - Income Taxes (Details
Note 8 - Income Taxes (Details Textual) | Sep. 30, 2016USD ($) |
Operating Loss Carryforwards | $ 70,096,802 |
Note 9 - Equity Transactions (D
Note 9 - Equity Transactions (Details Textual) | Sep. 27, 2016USD ($)shares | Sep. 20, 2016$ / sharesshares | Sep. 08, 2016$ / sharesshares | Aug. 25, 2016USD ($)shares | Aug. 23, 2016$ / sharesshares | Aug. 11, 2016USD ($)$ / shares$ / itemshares | Jul. 29, 2016USD ($)shares | Apr. 15, 2016USD ($)shares | Apr. 06, 2016USD ($)shares | Mar. 11, 2016USD ($)$ / sharesshares | Jan. 13, 2016$ / sharesshares | Sep. 30, 2016USD ($)$ / shares | Aug. 31, 2016shares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Feb. 01, 2016shares | Dec. 31, 2015$ / shares | Jun. 15, 2015$ / shares |
Class L Warrants [Member] | 2016 Private Placement [Member] | Common Stock [Member] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||||||||||||||
Class L Warrants [Member] | 2016 Private Placement [Member] | West Park Capital, Inc [Member] | ||||||||||||||||||
Class of Warrant or Right, Issued During Period | 2,830,000 | |||||||||||||||||
Class L Warrants [Member] | 2016 Private Placement [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.08 | |||||||||||||||||
Class of Warrant or Right, Issued During Period | 28,300,001 | |||||||||||||||||
Class L Warrants [Member] | The 2016 Equity Offering [Member] | Common Stock [Member] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||||||||||||||
Class L Warrants [Member] | The 2016 Equity Offering [Member] | Newport Coast Securities, Inc. [Member] | ||||||||||||||||||
Class of Warrant or Right, Issued During Period | 3,001,667 | |||||||||||||||||
Class L Warrants [Member] | The 2016 Equity Offering [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.08 | |||||||||||||||||
Class of Warrant or Right, Issued During Period | 30,016,670 | |||||||||||||||||
Class L Warrants [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 400,000 | |||||||||||||||||
Class of Warrant or Right, Exercised During Period | 400,000 | 400,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.08 | $ 0.08 | $ 0.08 | |||||||||||||||
Class of Warrant or Right, Issued During Period | 66,788,338 | |||||||||||||||||
Class M Warrants [Member] | Vigere Capital LP [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 526,288 | |||||||||||||||||
Class of Warrant or Right, Exercised During Period | 971,667 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.06 | |||||||||||||||||
Class M Warrants [Member] | JDF Capital, Inc. [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 343,434 | |||||||||||||||||
Class of Warrant or Right, Exercised During Period | 971,667 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.06 | |||||||||||||||||
Class M Warrants [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercised During Period | 1,943,333 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 0.06 | $ 0.06 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||||||||||||||
Class of Warrant or Right, Issued During Period | 1,943,333 | |||||||||||||||||
Class J Warrants [Member] | JDF Capital, Inc. [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 1,640,589 | |||||||||||||||||
Class of Warrant or Right, Exercised During Period | 4,641,667 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.06 | |||||||||||||||||
Class J Warrants [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercised During Period | 4,641,667 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 0.06 | $ 0.06 | ||||||||||||||||
Class of Warrant or Right, Issued During Period | 4,012,289 | |||||||||||||||||
Series A Warrants [Member] | Convertible Common Stock [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 7,447,954 | |||||||||||||||||
Warrants Converted During Period | 23,701,428 | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 12,500 | |||||||||||||||||
Series A Warrants [Member] | Convertible Preferred Stock [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 293 | |||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercised During Period | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.0334 | $ 0.0334 | ||||||||||||||||
Class of Warrant or Right, Issued During Period | ||||||||||||||||||
Class of Warrant or Right, Exchange Ratio | 0.4685 | |||||||||||||||||
Common Stock, Ownership Threshold | 9.99% | |||||||||||||||||
2016 Private Placement [Member] | Common Stock [Member] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||||||||||||||
2016 Private Placement [Member] | Michael N. Nemelka [Member] | ||||||||||||||||||
Proceeds from Issuance of Private Placement | $ | $ 75,000 | |||||||||||||||||
2016 Private Placement [Member] | Michael Stolarski [Member] | ||||||||||||||||||
Proceeds from Issuance of Private Placement | $ | $ 60,000 | |||||||||||||||||
2016 Private Placement [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.08 | |||||||||||||||||
Purchase Price of Unit | $ / item | 0.06 | |||||||||||||||||
Common Stock Per Unit | 1 | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | |||||||||||||||||
Warrant Per Unit | 1 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,533,334 | 22,766,667 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 332,000 | $ 1,366,000 | ||||||||||||||||
The 2016 Equity Offering [Member] | Michael N. Nemelka [Member] | ||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ | $ 100,000 | |||||||||||||||||
The 2016 Equity Offering [Member] | Michael Stolarski [Member] | ||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ | $ 75,000 | |||||||||||||||||
The 2016 Equity Offering [Member] | Health Tronics, Inc [Member] | ||||||||||||||||||
Related Party, Notes Payable Manditory Prepayment Rate | 20.00% | |||||||||||||||||
The 2016 Equity Offering [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,437,501 | 3,083,334 | 25,495,835 | |||||||||||||||
Proceeds from Issuance of Private Placement Gross | $ | $ 86,200 | $ 185,000 | $ 1,529,750 | |||||||||||||||
Health Tronics, Inc [Member] | ||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | |||||||||||||||||
Convertible Debentures [Member] | ||||||||||||||||||
Debt Instrument, Face Amount | $ | $ 200,000 | |||||||||||||||||
Proceeds from Convertible Debt | $ | $ 175,000 | $ 175,000 | ||||||||||||||||
Original Issue Discount, Percentage | 10.00% | |||||||||||||||||
Number of Accredited Investors | 1 | |||||||||||||||||
Debt Instrument, Fee Amount | $ | $ 2,500 | |||||||||||||||||
Debt Instrument, Shares, Commitment Fee | 835,000 | |||||||||||||||||
Repayments of Convertible Debt | $ | $ 210,000 | $ 210,000 | ||||||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 105.00% | |||||||||||||||||
Class of Warrant or Right, Exercised During Period | 6,985,000 | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Class of Warrant or Right, Issued During Period | 74,633,960 | |||||||||||||||||
Proceeds from Issuance of Private Placement | $ | $ 1,528,200 | |||||||||||||||||
Share Price | $ / shares | $ 0.11 | $ 0.17 | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 435,392 | |||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ | $ 1,596,855 | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Note 10 - Preferred Stock (Deta
Note 10 - Preferred Stock (Details Textual) - USD ($) | Apr. 29, 2016 | Jan. 13, 2016 | Mar. 17, 2014 | Sep. 30, 2016 | Jan. 12, 2016 | Jan. 06, 2016 | Dec. 31, 2015 | Mar. 14, 2014 |
Series B Convertible Preferred Stock [Member] | ||||||||
Preferred Stock, Shares Outstanding | 0 | 293 | 0 | |||||
Preferred Stock, Shares Authorized | 293 | 293 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
Conversion of Stock, Shares Converted | 293 | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred Stock, Shares Outstanding | 0 | |||||||
Preferred Stock, Shares Authorized | 6,175 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||
Preferred Stock, Stated Value Per Share | $ 1,000 | |||||||
Stock Issued During Period, Shares, New Issues | 6,175 | |||||||
Undesignated Preferred Stock [Member] | Maximum [Member] | ||||||||
Preferred Stock, Shares Authorized | 5,000,000 | |||||||
Undesignated Preferred Stock [Member] | ||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||
Preferred Stock, Shares Authorized | 4,993,532 | 4,993,532 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Preferred Stock, Shares Authorized | 293 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||
Preferred Stock, Stated Value Per Share | $ 1,000 | |||||||
Stock Issued During Period, Shares, New Issues | 293 | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,000 | |||||||
Convertible Preferred Stock Beneficial Ownership Limitation Conversion Percentage | 9.99% | |||||||
Common Stock [Member] | ||||||||
Conversion of Stock, Shares Issued | 3,657,278 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 |
Note 11 - Warrants (Details Tex
Note 11 - Warrants (Details Textual) - USD ($) | 9 Months Ended | ||||||||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Feb. 01, 2016 | Dec. 31, 2015 | Jun. 15, 2015 | Mar. 17, 2014 | Feb. 10, 2014 | |
Series A Warrants [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0334 | ||||||||
Warrants and Rights Outstanding | $ 42,100 | $ 6,800 | $ 9,900 | $ 112,500 | |||||
Class M Warrants [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.06 | ||||||||
Warrants and Rights Outstanding | 73,900 | 76,300 | $ 9,091 | ||||||
Class J Warrants [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.06 | ||||||||
Warrants and Rights Outstanding | 13,900 | 20,500 | 2,900 | $ 12,776 | |||||
Class K Warrants [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.08 | ||||||||
Warrants and Rights Outstanding | $ 105,200 | 25,300 | 16,100 | 22,700 | $ 36,989 | ||||
Series A and B Warrants [Member] | 18% Convertible Promissory Notes [Member] | |||||||||
Warrants and Rights Outstanding | $ 47,974 | ||||||||
Series A and B Warrants [Member] | Private Placement [Member] | |||||||||
Warrants and Rights Outstanding | $ 557,733 | ||||||||
8% Convertible Promissory Notes [Member] | |||||||||
Conversion Option of Debt Issued, Fair Value Disclosure | $ 66,331 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
18% Convertible Promissory Notes [Member] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | ||||||||
Warrants and Rights Outstanding | 147,300 | $ 119,900 | $ 122,800 | $ 138,100 | |||||
Fair Value Adjustment of Warrants | $ 812,982 | $ 70,985 |
Note 11 - Warrants - Warrant Ac
Note 11 - Warrants - Warrant Activity (Details) - shares | Sep. 20, 2016 | Sep. 30, 2016 |
Class E Warrants [Member] | ||
Warrants Outstanding (in shares) | 3,576,737 | |
Warrants Issued (in shares) | ||
Warrants Exercised (in shares) | ||
Warrants Converted (in shares) | ||
Warrants Expired (in shares) | (3,576,737) | |
Warrants Outstanding (in shares) | 0 | |
Class F Warrants [Member] | ||
Warrants Outstanding (in shares) | 300,000 | |
Warrants Issued (in shares) | ||
Warrants Exercised (in shares) | ||
Warrants Converted (in shares) | ||
Warrants Expired (in shares) | ||
Warrants Outstanding (in shares) | 300,000 | |
Class G Warrants [Member] | ||
Warrants Outstanding (in shares) | 1,503,409 | |
Warrants Issued (in shares) | ||
Warrants Exercised (in shares) | ||
Warrants Converted (in shares) | ||
Warrants Expired (in shares) | ||
Warrants Outstanding (in shares) | 1,503,409 | |
Class H Warrants [Member] | ||
Warrants Outstanding (in shares) | 1,988,095 | |
Warrants Issued (in shares) | ||
Warrants Exercised (in shares) | ||
Warrants Converted (in shares) | ||
Warrants Expired (in shares) | ||
Warrants Outstanding (in shares) | 1,988,095 | |
Class I Warrants [Member] | ||
Warrants Outstanding (in shares) | 1,043,646 | |
Warrants Issued (in shares) | ||
Warrants Exercised (in shares) | ||
Warrants Converted (in shares) | ||
Warrants Expired (in shares) | ||
Warrants Outstanding (in shares) | 1,043,646 | |
Class J Warrants [Member] | ||
Warrants Outstanding (in shares) | 629,378 | |
Warrants Issued (in shares) | 4,012,289 | |
Warrants Exercised (in shares) | (4,641,667) | |
Warrants Converted (in shares) | ||
Warrants Expired (in shares) | ||
Warrants Outstanding (in shares) | ||
Class K Warrants [Member] | ||
Warrants Outstanding (in shares) | 3,310,000 | |
Warrants Issued (in shares) | 1,890,000 | |
Warrants Exercised (in shares) | ||
Warrants Converted (in shares) | ||
Warrants Expired (in shares) | ||
Warrants Outstanding (in shares) | 5,200,000 | |
Class L Warrants [Member] | ||
Warrants Outstanding (in shares) | 0 | |
Warrants Issued (in shares) | 66,788,338 | |
Warrants Exercised (in shares) | (400,000) | (400,000) |
Warrants Converted (in shares) | ||
Warrants Expired (in shares) | ||
Warrants Outstanding (in shares) | 66,388,338 | |
Class M Warrants [Member] | ||
Warrants Outstanding (in shares) | 0 | |
Warrants Issued (in shares) | 1,943,333 | |
Warrants Exercised (in shares) | (1,943,333) | |
Warrants Converted (in shares) | ||
Warrants Expired (in shares) | ||
Warrants Outstanding (in shares) | ||
Series A Warrants [Member] | ||
Warrants Outstanding (in shares) | 25,951,421 | |
Warrants Issued (in shares) | ||
Warrants Exercised (in shares) | ||
Warrants Converted (in shares) | (23,701,427) | |
Warrants Expired (in shares) | ||
Warrants Outstanding (in shares) | 2,249,994 | |
Warrants Outstanding (in shares) | 38,302,686 | |
Warrants Issued (in shares) | 74,633,960 | |
Warrants Exercised (in shares) | (6,985,000) | |
Warrants Converted (in shares) | (23,701,427) | |
Warrants Expired (in shares) | (3,576,737) | |
Warrants Outstanding (in shares) | 78,673,482 |
Note 11 - Warrants - Warrant Ex
Note 11 - Warrants - Warrant Exercise Price Per Share and Expiration Date (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 20, 2016 | |
Class F Warrants [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.35 | |
Expiration date | February 2,018 | |
Class G Warrants [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.80 | |
Expiration date | July 2,018 | |
Class H Warrants [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.80 | |
Expiration date | July 2,018 | |
Class I Warrants [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.85 | |
Expiration date | September 2,018 | |
Class K Warrants [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.08 | |
Expiration date | June 2,025 | |
Class L Warrants [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.08 | $ 0.08 |
Expiration date | March 2,019 | |
Series A Warrants [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0334 | |
Expiration date | March 2,019 |
Note 11 - Warrants - Changes in
Note 11 - Warrants - Changes in the Warrant Liability (Details) - USD ($) | 3 Months Ended | |||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Feb. 01, 2016 | Jun. 15, 2015 | Feb. 10, 2014 | |
Class J Warrants [Member] | ||||||
Warrant liability | $ 13,900 | $ 20,500 | $ 2,900 | |||
Issued | ||||||
Change in fair value | (6,600) | 17,600 | ||||
Warrants and Rights Outstanding | 13,900 | 20,500 | 2,900 | $ 12,776 | ||
Warrant liability | 13,900 | 20,500 | ||||
Exercised | (13,900) | |||||
Class K Warrants [Member] | ||||||
Warrant liability | 25,300 | 16,100 | 22,700 | |||
Issued | 25,350 | |||||
Change in fair value | 79,900 | (16,150) | (6,600) | |||
Warrants and Rights Outstanding | 25,300 | 16,100 | 22,700 | $ 36,989 | ||
Warrant liability | 105,200 | 25,300 | 16,100 | |||
Exercised | ||||||
Class M Warrants [Member] | ||||||
Warrant liability | 73,900 | 76,300 | ||||
Issued | 75,422 | |||||
Change in fair value | (2,400) | 878 | ||||
Warrants and Rights Outstanding | 73,900 | 76,300 | $ 9,091 | |||
Warrant liability | 73,900 | 76,300 | ||||
Exercised | (73,900) | |||||
Series A Warrants [Member] | ||||||
Warrant liability | 6,800 | 9,900 | 112,500 | |||
Issued | ||||||
Change in fair value | 35,300 | (3,100) | (102,600) | |||
Warrants and Rights Outstanding | 6,800 | 9,900 | 112,500 | |||
Warrant liability | 42,100 | 6,800 | 9,900 | |||
Exercised | ||||||
Warrant liability | 119,900 | 122,800 | 138,100 | |||
Issued | 25,350 | 75,422 | ||||
Change in fair value | 115,200 | (28,250) | (90,722) | |||
Warrants and Rights Outstanding | 119,900 | 122,800 | 138,100 | |||
Warrant liability | 147,300 | $ 119,900 | $ 122,800 | |||
Exercised | $ (87,800) |
Note 12 - Commitments and Con39
Note 12 - Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Leases, Rent Expense, Net | $ 47,108 | $ 32,836 | $ 130,083 | $ 104,747 |
Note 13 - Stock-based Compens40
Note 13 - Stock-based Compensation (Details Textual) - USD ($) | Jun. 16, 2016 | Nov. 01, 2010 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Stock Incentive Plan [Member] | Employee Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||
Stock Incentive Plan [Member] | Two Medical Advisory Board Members [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,300,000 | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.04 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.0335 | ||||||||
Allocated Share-based Compensation Expense | $ 110,550 | ||||||||
Stock Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 12,500,000 | 12,500,000 | 12,500,000 | ||||||
Allocated Share-based Compensation Expense | $ 0 | $ 96,323 | $ 116,550 | $ 146,385 | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ 0.04 | $ 0.11 | |||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 2 | $ 2 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 569,500 | $ 569,500 | $ 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 7 years 138 days | 7 years 167 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,300,000 | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.04 |
Note 13 - Stock-based Compens41
Note 13 - Stock-based Compensation - Fair Value Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Weighted average expected life in years | 5 years | 5 years 182 days |
Weighted average risk free interest rate | 1.10% | 2.41% |
Weighted average volatility | 140.00% | 136.10% |
Forfeiture rate | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Note 13 - Stock-based Compens42
Note 13 - Stock-based Compensation - Summary of Options Activity (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Outstanding, number (in shares) | 13,373,385 | 10,073,385 | 10,073,385 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 0.55 | $ 0.55 | $ 0.62 |
Granted, number (in shares) | 3,300,000 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.04 | ||
Forfeited or expired, number (in shares) | |||
Forfeited or expired, weighted average exercise price per share | |||
Outstanding, number (in shares) | 13,373,385 | 13,373,385 | 10,073,385 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 0.43 | $ 0.55 | $ 0.55 |
Exercisable, number (in shares) | 13,273,385 | ||
Exercisable (in dollars per share) | $ 0.43 |
Note 13 - Stock-based Compens43
Note 13 - Stock-based Compensation - Nonvested Options Activity (Details) - $ / shares | 3 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Outstanding, number (in shares) | 100,000 | 175,002 | 175,002 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 0.21 | $ 0.36 | $ 0.36 |
Granted, number (in shares) | 3,300,000 | ||
Granted, weighted average exercise price per share (in dollars per share) | $ 0.04 | ||
Vested, number (in shares) | 3,375,002 | ||
Vested, weighted average exercise price per share (in dollars per share) | $ 0.05 | ||
Outstanding, number (in shares) | 100,000 | 100,000 | 175,002 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 0.21 | $ 0.21 | $ 0.36 |
Vested, number (in shares) | (3,375,002) |
Note 14 - Earnings (Loss) Per44
Note 14 - Earnings (Loss) Per Share (Details Textual) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 92,046,867 | 45,609,516 |
Note 15 - Subsequent Events (De
Note 15 - Subsequent Events (Details Textual) - $ / shares | Sep. 20, 2016 | Oct. 31, 2016 | Sep. 30, 2016 |
Class L Warrants [Member] | Subsequent Event [Member] | |||
Stock Issued During Period, Shares, Warrants Exercised | 443,333 | ||
Class of Warrant or Right, Exercised During Period | 443,333 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.08 | ||
Class L Warrants [Member] | |||
Stock Issued During Period, Shares, Warrants Exercised | 400,000 | ||
Class of Warrant or Right, Exercised During Period | 400,000 | 400,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.08 | $ 0.08 | |
Class of Warrant or Right, Exercised During Period | 6,985,000 |