Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Warrants [Text Block] | ||
Entity Registrant Name | SANUWAVE Health, Inc. | |
Entity Central Index Key | 0001417663 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity File Number | 000-52985 | |
Entity Common Stock, Shares Outstanding | 298,663,672 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,346,892 | $ 1,760,455 |
Accounts receivable, net of allowance for doubtful of $15,682 in 2020 and $72,376 in 2019 | 103,611 | 75,543 |
Inventory | 518,767 | 542,955 |
Prepaid expenses and other current assets | 229,519 | 125,405 |
TOTAL CURRENT ASSETS | 2,198,789 | 2,504,358 |
PROPERTY AND EQUIPMENT, net | 591,485 | 512,042 |
RIGHT OF USE ASSETS, net | 283,456 | 323,661 |
OTHER ASSETS | 43,096 | 41,931 |
TOTAL ASSETS | 3,116,826 | 3,381,992 |
CURRENT LIABILITIES | ||
Accounts payable | 1,116,372 | 1,439,413 |
Accrued expenses | 1,176,235 | 1,111,109 |
Accrued employee compensation | 1,741,816 | 1,452,910 |
Contract liabilities | 555,208 | 66,577 |
Operating lease liability | 176,397 | 173,270 |
Finance lease liability | 159,789 | 121,634 |
Advances from related parties | 16,000 | 18,098 |
Line of credit, related parties | 214,505 | 212,388 |
Accrued interest, related parties | 2,042,541 | 1,859,977 |
Short term note payable | 323,249 | 587,233 |
Notes payable, related parties, net | 5,372,743 | 5,372,743 |
TOTAL CURRENT LIABILITIES | 12,894,855 | 12,415,352 |
NON-CURRENT LIABILITIES | ||
Contract liabilities | 61,938 | 573,224 |
Operating lease liability | 139,333 | 185,777 |
Finance lease liability | 332,641 | 271,240 |
TOTAL NON-CURRENT LIABILITIES | 533,912 | 1,030,241 |
TOTAL LIABILITIES | 13,428,767 | 13,445,593 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
PREFERRED STOCK | 0 | 0 |
COMMON STOCK, par value $0.001, 350,000,000 shares authorized; 297,663,672 and 293,780,400 issued and outstanding in 2020 and 2019, respectively | 297,664 | 293,781 |
ADDITIONAL PAID-IN CAPITAL | 115,951,907 | 115,457,808 |
ACCUMULATED DEFICIT | (128,754,104) | (125,752,956) |
ACCUMULATED OTHER COMPREHENSIVE LOSS | (57,408) | (62,234) |
TOTAL STOCKHOLDERS' DEFICIT | (12,561,941) | (10,063,601) |
TOTAL LIABILITIES, MEZZANIE EQUITY AND STOCKHOLDERS' DEFICIT | 3,116,826 | 3,381,992 |
Series C Convertible Preferred Stock | ||
NON-CURRENT LIABILITIES | ||
REDEEMABLE PREFERRED STOCK, SERIES C CONVERTIBLE, par value $0.001, 90 designated; 90 shares issued and outstanding in 2020 | 2,250,000 | 0 |
Series A Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
PREFERRED STOCK | 0 | 0 |
Series B Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
PREFERRED STOCK | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, allowance for doubtful accounts | $ 15,682 | $ 72,376 |
Preferred stock, par value | $ .001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 297,663,672 | 293,780,400 |
Common stock, shares outstanding | 297,663,672 | 293,780,400 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value | $ .001 | $ 0.001 |
Preferred stock, shares authorized | 90 | 90 |
Preferred stock, shares issued | 90 | 90 |
Preferred stock, shares outstanding | 90 | 90 |
Series A Convertible Preferred Stock | ||
Preferred stock, shares authorized | 6,175 | 6,175 |
Series B Convertible Preferred Stock | ||
Preferred stock, shares authorized | 293 | 293 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
REVENUES | $ 148,592 | $ 177,963 |
COST OF REVENUES | 88,877 | 93,853 |
GROSS MARGIN | 59,715 | 84,110 |
OPERATING EXPENSES | ||
Research and development | 286,754 | 261,002 |
Selling and marketing | 607,850 | 158,083 |
General and administrative | 1,907,917 | 1,517,100 |
Depreciation | 53,023 | 8,357 |
TOTAL OPERATING EXPENSES | 2,855,544 | 1,944,542 |
OPERATING LOSS | (2,795,829) | (1,860,432) |
OTHER INCOME (EXPENSE) | ||
Gain on warrant valuation adjustment | 0 | 32,359 |
Interest expense | (18,732) | (148,261) |
Interest expense, related party | (182,564) | (219,687) |
Loss on foreign currency exchange | (4,023) | (1,296) |
TOTAL OTHER INCOME (EXPENSE), NET | (205,319) | (336,885) |
NET LOSS | (3,001,148) | (2,197,317) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Foreign currency translation adjustments | 4,628 | (2,398) |
TOTAL COMPREHENSIVE LOSS | $ (2,996,520) | $ (2,199,715) |
LOSS PER SHARE: | ||
Net loss - basic and diluted | $ (0.01) | $ (0.01) |
Weighted average shares outstanding - basic and diluted | 296,061,866 | 157,112,875 |
Product | ||
REVENUES | $ 74,559 | $ 64,565 |
COST OF REVENUES | 78,915 | 65,112 |
License Fees | ||
REVENUES | 10,000 | 106,250 |
Other | ||
REVENUES | 64,033 | 7,148 |
COST OF REVENUES | $ 9,962 | $ 28,741 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Beginning balance (in shares) at Dec. 31, 2018 | 0 | 155,665,138 | ||||
Beginning balance at Dec. 31, 2018 | $ 0 | $ 155,665 | $ 101,153,882 | $ (116,602,778) | $ 96,268 | $ (15,356,099) |
Net loss | (2,197,317) | (2,197,317) | ||||
Cashless warrant exercises (in shares) | 704,108 | |||||
Cashless warrant exercises | $ 704 | (704) | 0 | |||
Proceeds from warrant exercise (in shares) | 620,000 | |||||
Proceeds from warrant exercise | $ 620 | 52,580 | 53,200 | |||
Stock-based compensation | 0 | |||||
Conversion of short term notes and convertible notes payable (in shares) | 3,333,334 | |||||
Conversion of short term notes and convertible notes payable | $ 3,334 | 263,333 | 266,667 | |||
Conversion of advances from related parties | 0 | |||||
Reclassification of warrant liability to equity due to adoption of ASU 2017-11 | 262,339 | 1,279,661 | 1,542,000 | |||
Foreign currency translation adjustment | (2,398) | (2,398) | ||||
Ending balance (in shares) at Mar. 31, 2019 | 0 | 160,322,580 | ||||
Ending balance at Mar. 31, 2019 | $ 0 | $ 160,323 | 101,731,430 | (117,520,434) | (65,266) | (15,693,947) |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 293,780,400 | ||||
Beginning balance at Dec. 31, 2019 | $ 0 | $ 293,781 | 115,457,808 | (125,752,956) | (62,234) | (10,063,601) |
Net loss | (3,001,148) | (3,001,148) | ||||
Proceeds from warrant exercise (in shares) | 1,000,000 | |||||
Proceeds from warrant exercise | $ 1,000 | 9,000 | 10,000 | |||
Shares issued for services (in shares) | 1,000,000 | |||||
Shares issued for services | $ 1,000 | 199,000 | 200,000 | |||
Stock-based compensation | 21,900 | 21,900 | ||||
Conversion of short term notes and convertible notes payable (in shares) | 1,820,461 | |||||
Conversion of short term notes and convertible notes payable | $ 1,820 | 262,164 | 263,984 | |||
Conversion of advances from related parties (in shares) | 62,811 | |||||
Conversion of advances from related parties | $ 63 | 2,035 | 2,098 | |||
Foreign currency translation adjustment | 4,826 | 4,826 | ||||
Ending balance (in shares) at Mar. 31, 2020 | 0 | 297,663,672 | ||||
Ending balance at Mar. 31, 2020 | $ 0 | $ 297,664 | $ 115,951,907 | $ (128,754,104) | $ (57,408) | $ (12,561,941) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,001,148) | $ (2,197,317) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Depreciation | 53,023 | 8,357 |
Change in allowance for doubtful accounts | 83,306 | (8,645) |
Share-based payment | 221,900 | 0 |
Gain on warrant valuation adjustment | 0 | (32,359) |
Amortization of operating leases | (3,112) | (1,735) |
Accrued interest | 2,117 | 147,028 |
Interest payable, related parties | 182,564 | 219,687 |
Changes in operating assets and liabilities | ||
Accounts receivable - trade | (111,374) | 103,579 |
Inventory | 24,188 | 29,436 |
Prepaid expenses | (104,114) | (71,450) |
Due from related parties | 0 | (1,471) |
Other assets | (1,165) | (7,013) |
Operating leases | 0 | 44,623 |
Accounts payable | (323,041) | 187,465 |
Accrued expenses | 65,126 | 64,114 |
Accrued employee compensation | 288,906 | 236,807 |
Contract liabilties | (22,655) | (6,657) |
NET CASH USED BY OPERATING ACTIVITIES | (2,645,479) | (1,285,551) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (4,855) | (22,054) |
NET CASH USED BY INVESTING ACTIVITIES | (4,855) | (22,054) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of convertible preferred shares | 2,250,000 | 0 |
Proceeds from warrant exercise | 10,000 | 53,200 |
Proceeds from short term note | 0 | 965,000 |
Advances from related parties | 0 | 26,200 |
Payments of principal on finance leases | (28,055) | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,231,945 | 1,044,400 |
EFFECT OF EXCHANGE RATES ON CASH | 4,826 | (2,398) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (413,563) | (265,603) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,760,455 | 364,549 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,346,892 | 98,946 |
NONCASH INVESTING ACTIVITIES | ||
Conversion of short term notes payable to equity | 263,984 | 266,667 |
Conversion of advances from related parties to equity | 2,098 | 0 |
Additions to right of use assets from new finance lease liabilities | 127,611 | 0 |
Reclassification of warrant liability to equity | $ 0 | $ 262,339 |
Note 1 - Nature of the Business
Note 1 - Nature of the Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | SANUWAVE Health, Inc. and Subsidiaries (the “Company”) is a shock wave technology company using a patented system of noninvasive, high-energy, acoustic shock waves for regenerative medicine and other applications. The Company’s initial focus is regenerative medicine – utilizing noninvasive, acoustic shock waves to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal and vascular structures. The Company’s lead regenerative product in the United States is the dermaPACE® device, used for treating diabetic foot ulcers, which was subject to two double-blinded, randomized Phase III clinical studies. On December 28, 2017, the U.S. FDA granted the Company’s request to classify the dermaPACE System as a Class II device via the 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 is marketing its dermaPACE System for treatment usage in the United States and is able to generate revenue from sales of the European Conformity Marking (CE Mark) devices and accessories in Europe, Canada, Asia, and Asia/Pacific. The Company generates revenue streams from dermaPACE treatments, product sales, licensing transactions and other activities. In March 2020, the World Health Organization characterized COVID-19 as a pandemic and the President of the United States declared the COVID-19 outbreak a national emergency. Since then, the COVID-19 pandemic has rapidly spread across the globe and has already resulted in significant volatility, uncertainty and economic disruption. While the COVID-19 pandemic has not had a material adverse financial impact on the Company’s operations to date, the future impacts of the pandemic and any resulting economic impact are largely unknown and rapidly evolving. It is difficult at this time to predict the impact that COVID-19 will have on the Company’s business, financial position and operating results in future periods due to numerous uncertainties. The Company is closely monitoring the impact of the pandemic on all aspects of its business and operations. 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 (“U.S. GAAP”) 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 U.S. GAAP for complete financial statements. The financial information as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 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 months ended March 31, 2020 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2020. The condensed consolidated balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These financial statements should be read in conjunction with the Company’s Form 10-K filed with the Securities and Exchange Commission on March 30, 2020 (the “2019 Annual Report”). |
Note 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Notes Payable, Related Parties [Member] | |
Going Concern | The Company does not currently generate significant recurring revenue and will require additional capital during 2020. As of March 31, 2020, the Company had an accumulated deficit of $128,754,104 and cash and cash equivalents of $1,346,892. For the three months ended March 31, 2020, the net cash used by operating activities was $2,645,479. The Company incurred a net loss of $3,001,148 for the three months ended March 31, 2020. The operating losses and the events of default on the Company’s short term notes payable (see Note 6) and the notes payable, related parties (see Note 7) raised substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the filing of this report. The continuation of the Company’s business is dependent upon raising additional capital to fund operations. Management’s plans are to obtain additional capital through investments by strategic partners for market opportunities, which may include strategic partnerships or licensing arrangements, or raise capital through 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 condensed 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 | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | The significant accounting policies followed by the Company are summarized below and should be read in conjunction with the 2019 Annual Report: Principles of consolidation Estimates Inventory Preferred stock Distinguishing Liabilities from Equity |
Note 4 - Accrued Expenses
Note 4 - Accrued Expenses | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consist of the following: March 31, December 31, 2020 2019 Accrued board of director's fees $ 356,667 $ 400,000 Accrued equity 200,000 - Accrued legal and professional fees 173,387 134,970 Accrued executive severance 158,500 154,000 Accrued travel 122,500 120,000 Accrued outside services 100,033 108,033 Accrued inventory 50,275 167,050 Accrued clinical study expenses 13,650 13,650 Accrued other 1,223 13,406 $ 1,176,235 $ 1,111,109 |
Note 5 - Contract Liabilities
Note 5 - Contract Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Contract with Customer, Liability [Abstract] | |
Contract liabilities | As of March 31, 2020, the Company has contract assets and liabilities from contracts with customers (see Note 13). Contract liabilities consist of the following: March 31, December 31, 2020 2019 Service agreement $ 110,855 $ 133,510 License fees 500,000 500,000 Other 6,291 6,291 Total Contract liabilities 617,146 639,801 Non-Current (61,938 ) (573,224 ) Total Current $ 555,208 $ 66,577 The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the satisfaction of performance obligations, the Company records a contract liability (deferred revenue) until the performance obligations are satisfied. Of the aggregate contract liability balances as of March 31, 2020, the Company expects to satisfy its remaining performance obligations associated with $555,208 and $61,938 of contract liability balances within the next twelve months and following thirty-five months, respectively. Of the aggregate contract liability balances as of December 31, 2019, the Company expects to satisfy its remaining performance obligations associated with $66,577 and $573,224 of contract liability balances within the next twelve months and following thirty-eight months, respectively. |
Note 6 - Short Term Notes Payab
Note 6 - Short Term Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Notes Payable [Abstract] | |
Short Term Notes Payable | During the three months ended March 31, 2020, the Company converted $263,984 of the short term notes payable to equity. |
Note 7 - Notes Payable, Related
Note 7 - Notes Payable, Related Parties | 3 Months Ended |
Mar. 31, 2020 | |
Notes Payable [Abstract] | |
Notes Payable, Related Parties | The notes payable, related parties as amended were issued in conjunction with the Company’s purchase of the orthopedic division of HealthTronics, Inc. The notes payable, related parties bear interest at 8% per annum, as amended. All remaining unpaid accrued interest and principal was due on December 31, 2018, as amended. HealthTronics, Inc. is a related party because it is a shareholder in the Company and has a security agreement with the Company detailed below. The Company is a party to a security agreement with HealthTronics, Inc. to provide a first security interest in the assets of the Company. During any period when an Event of Default occurs, the applicable interest rate shall increase by 2% per annum. Events of Default under the notes payable, related parties have occurred and are continuing on account of the failure of SANUWAVE, Inc., a Delaware corporation, a wholly owned subsidiary of the Company and the borrower under the notes payable, related parties, to make the required payments of interest which were due on December 31, 2016, March 31, 2017, June 30, 2017, September 30, 2017, December 31, 2017, June 30, 2018, September 30, 2018, December 31, 2018, March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019 and March 31, 2020 (collectively, the “Defaults”). As a result of the Defaults, the notes payable, related parties have been accruing interest at the rate of 10% per annum since January 2, 2017 and continue to accrue interest at such rate. 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. The Company has not made the mandatory prepayments of principal to HealthTronics, Inc. on the notes payable, related parties as amended from proceeds received through the issuance or sale of any equity securities in cash through March 31, 2020. The notes payable, related parties had an aggregate outstanding principal balance of $5,372,743 at March 31, 2020 and December 31, 2019. Accrued interest, related parties currently payable totaled $2,042,541 at March 31, 2020 and $1,859,977 at December 31, 2019. Interest expense on notes payable, related parties totaled $182,564 and $219,687 for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, we are in default under the notes, as amended, and as a result HealthTronics, Inc. could, among other rights and remedies, exercise its rights under its first priority security interest in our assets. We are in negotiations with HealthTronics, Inc. to address the event of default. |
Note 8 - Preferred Stock
Note 8 - Preferred Stock | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock | On February 6, 2020, the Company entered into a Series C Preferred Stock Purchase Agreement (the “Purchase Agreement”) with certain accredited investors for the sale by the Company in a private placement of an aggregate of 90 shares of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share at a stated value equal to $25,000 per share (the “Series C Preferred Stock”), for an aggregate total purchase price of $2,250,000. Subject to the terms of the Certificate of Designation, each share of Series C Preferred Stock is convertible into shares of Common Stock of the Company at a rate equal to the stated value of such share of Series C Preferred Stock of $25,000, divided by the conversion price of $0.14 per share (subject to adjustment from time to time upon the occurrence of certain events as described in the Certificate of Designation). The Certificate of Designation became effective upon filing with the Secretary of State of the State of Nevada. If all outstanding shares of Series C Preferred Stock were converted into Common Stock at the original conversion rate, such shares would convert into an aggregate of 16,071,429 shares of Common Stock. On January 31, 2020, the Company filed a Certificate of Designation of Preferences, Right and Limitations of Series C Convertible Preferred Stock of the Company with the Nevada Secretary of State which amended our Articles of Incorporation to designate 90 shares of our preferred stock as Series C Convertible Preferred Stock. Notwithstanding the foregoing, the Series C Preferred Stock is not currently convertible into shares of Common Stock because the Company does not currently have sufficient authorized and unissued shares of its Common Stock to permit conversion in full of all issued and outstanding shares of Series C Preferred Stock. Accordingly, the Certificate of Designation provides that the Series C Preferred Stock is only convertible into Common Stock once the Company amends its Articles of Incorporation to increase its authorized and unissued Common Stock to an amount sufficient to permit such conversion of the Series C Preferred Stock. Each investor has agreed in the Purchase Agreement that such investor will, within five business days following such amendment to the Articles of Incorporation, convert all of such investor’s shares of Series C Preferred Stock into shares of Common Stock. The Certificate of Designation provides that if the Company has not obtained the approval of its shareholders to amend the Company’s Articles of Incorporation to increase the authorized shares of Common Stock sufficient to permit such conversion, or if such amendment has not otherwise been filed with the Nevada Secretary of State on or before December 31, 2020 (either such event, an “Authorization Failure”), then the Company shall be required to redeem all outstanding shares of Series C Preferred Stock for a per-share redemption price, payable in cash in a single installment not later than thirty (30) days following the date of such Authorization Failure, equal to the greater of (a) two hundred percent (200%) of the stated value of such share, and (b)(i) the volume-weighted average sale price of a share of Common Stock reported on the trading market on which the Common Stock is then traded for the thirty (30) consecutive trading days immediately preceding the date of such Authorization Failure, multiplied by (ii) the number of shares of Common Stock such share of Series C Preferred Stock would otherwise be convertible into as of such date had such Authorization Failure not occurred. The closing of the private placement occurred on February 6, 2020 and the preferred stock was recorded in temporary equity on the related condensed consolidated balance sheet at fair value of $2,250,000. Ninety shares of the Series C Preferred Stock have been issued as of March 31, 2020. |
Note 9 - Equity Transactions
Note 9 - Equity Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity Transactions | Warrant Exercises During the three months ended March 31, 2020, the Company issued 1,000,000 shares of Common Stock upon the exercise of 1,000,000 Class P Warrant to purchase shares of stock and an exercise price of $0.01 per share under the terms of the respective warrant agreement. Conversion of liabilities During the three months ended March 31, 2020, the Company issued 1,820,461 shares of Common Stock upon the conversion of short term notes payable in the principal and accrued interest amount of $263,984 with the receipt of notices of Class L warrant exercises, all pursuant to the terms of the short term notes payable. Conversion of advances from related parties During the three months ended March 31, 2020, the Company issued 62,811 shares of Common Stock upon the conversion of advances from related parties in the amount of $2,098 with the receipt of notice of Series A Warrant exercise to purchase shares of stock under the terms of the respective warrant agreement. Consulting Agreement In January 2020, the Company entered into a six month consulting agreement for which the fee for the services was to be paid with Common Stock. The number of shares to be paid with Common Stock was 1,000,000 earned upon signing and an additional 1,000,000 upon agreement by both consultant and the Company no later than May 1, 2020. The Company issued 1,000,000 shares in March 2020. The fair value of the shares of $200,000 was recorded as a non-cash general and administrative expense during the period ended March 31, 2020. Subsequent to March 31, 2020, the remaining 1,000,000 shares were issued to the consultant. |
Note 10 - Warrants
Note 10 - Warrants | 3 Months Ended |
Mar. 31, 2020 | |
Note 10 - Warrants | |
Warrants | A summary of the warrant activity during the three months ended March 31, 2020 is presented as follows: Outstanding Outstanding as of as of December 31, March 31, Warrant class 2019 Issued Exercised Expired 2020 Class K Warrants 7,200,000 - - - 7,200,000 Class O Warrants 909,091 - - - 909,091 Class P Warrants 1,365,000 - (1,000,000 ) (100,000 ) 265,000 9,474,091 - (1,000,000 ) (100,000 ) 8,374,091 A summary of the warrant exercise price per share and expiration date is presented as follows: Exercise Expiration price/share date Class K Warrants $ 0.08 June 2025 Class K Warrants $ 0.11 August 2027 Class O Warrants $ 0.11 January 2022 Class P Warrants $ 0.20 June 2024 The Class K Warrants are derivative financial instruments. The estimated fair value of the Class K Warrants at the date of grant was $36,989 and recorded as debt discount, which is accreted to interest expense through the maturity date of the related notes payable, related parties. The estimated fair values were determined using a binomial option pricing model based on various assumptions. The Company’s derivative liabilities have been classified as Level 3 instruments and 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. |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Operating Leases The Company is a party to certain operating leases. The Company has entered into a lease agreement, as amended, for office space for office, research and development, quality control, production and warehouse space which expires on December 31, 2021. Under the terms of the lease, the Company pays monthly rent of $14,651, subject to a 3% adjustment on an annual basis. For leases where the Company is the lessee, ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date (except we used the practical expedients and recorded the outstanding operating lease at January 1, 2019) based on the present value of lease payments over the lease term. As the Company’s lease did not provide an implicit interest rate, the Company used the equivalent borrowing rate for a secured financing with the term of that equal to the remaining life of the lease at inception. The lease terms used to calculate the ROU asset and related lease liability did not include options to extend or termination of the lease; there are none and there is no reasonable certainty that the Company would extend the lease at expiration. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense. The Company has lease agreements which require payments for lease and non-lease components and has elected to account for these as separate lease components. Non-leasing components are not included in the ROU asset. Right of use assets and Lease liability – right of use consist of the following: March 31, 2020 Right of use assets $ 283,456 March 31, 2020 Lease liability - right of use Current portion $ 176,397 Long term portion 139,333 $ 315,730 As of March 31, 2020, the maturities of the Company’s lease liability – right of use which have initial or remaining lease terms in excess of one year consist of the following: Year ending December 31, Amount 2020 (remainder) $ 144,377 2021 197,462 Total lease payments 341,839 Less: Present value adjustment (26,109 ) Lease liability - right of use $ 315,730 As of March 31, 2020, the Company’s operating lease had a weighted average remaining lease term of 1.75 years and a weighted average discount rate of 7%. Rent expense for the three months ended March 31, 2020 and 2019 was $52,330 and $52,838, respectively. Financing Lease For leases where the Company is the lessee, ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The present value of the lease payment exceeds 90% of the sales price of the equipment, therefore this lease will be considered a financing lease is included in Property and equipment, net on our Condensed Consolidated Balance Sheets. Lease expense will be recognized as payment of financing lease, depreciation expense and interest expense. Right of use assets and Lease liability – right of use consist of the following: March 31, 2020 Right of use assets $ 504,352 March 31, 2020 Lease liability - right of use Current portion $ 159,789 Long term portion 332,641 $ 492,430 As of March 31, 2020, the maturities of the Company’s lease liability – right of use which have initial or remaining lease terms in excess of one year consist of the following: Year ending December 31, Amount 2020 (remainder) $ 159,490 2021 212,652 2022 177,852 2023 12,903 Total $ 562,897 As of March 31, 2020, the Company’s financing leases had a weighted average remaining lease term of 2.65 years based on annualized base payments expiring through 2022 and a weighted average discount rate of 13.2%. As of March 31, 2020, the Company did not have additional operating or financing leases that have yet commenced. Litigation The Company is a defendant in various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to breach of contracts and intellectual property matters resulting from our business activities. As with most actions such as these, an estimation of any possible and/or ultimate liability cannot always be determined. We believe that all pending claims, if adversely decided, would not have a material adverse effect on our business, financial position or results of operations. |
Note 12 - Revenue
Note 12 - Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | The Company accounts for revenue in accordance with ASC 606, which we adopted beginning January 1, 2018, using the modified retrospective method. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. Pursuant to ASC 606, we apply the following the five-step model: 1. Identify the contract(s) with a customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods to be transferred and identifies the payment terms related to these goods, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. 2. Identify the performance obligation(s) in the contract. If a contract promises to transfer more than one good or service to a customer, each good or service constitutes a separate performance obligation if the good or service is distinct or capable of being distinct. 3. Determine the transaction price. The transaction price is the amount of consideration to which the entity expects to be entitled in exchanging the promised goods or services to the customer. 4. Allocate the transaction price to the performance obligations in the contract. For a contract that has more than one performance obligation, an entity should allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to which an entity expects to be entitled in exchange for satisfying each performance obligation. 5. Recognize revenue when (or as) the Company satisfies a performance obligation. For each performance obligation, an entity should determine whether the entity satisfies the performance obligation at a point in time or over time. Appropriate methods of measuring progress include output methods and input methods. The Company recognizes revenue primarily from the following types of contracts: Product sales Product sales include devices and applicators (new and refurbished). Performance obligations are satisfied at the point in time when the customer obtains control of the goods, which is generally at the point in time that the product is shipped. Procedure revenue from the dermaPACE System is not material to the condensed consolidated financial statements as of March 31, 2020. Licensing transactions Licensing transactions include distribution licenses and intellectual property licenses. Licensing revenue is recognized as the Company satisfies its performance obligations, which may vary with the terms of the licensing agreement. Other activities Other activities primarily include warranties, repairs and billed freight. Device product sales are bundled with an initial one-year warranty and the Company offers a separately priced second-year warranty. The Company allocates the device sales price to the product and the embedded warranty by reference to the stand-alone extended warranty price. Because the warranty represents a stand-ready obligation, revenue is recognized over the time period that the Company satisfies its performance obligations, which is generally the warranty term. Repairs (parts and labor) and billed freight revenue are recognized at the point in time that the service is performed, or the product is shipped, respectively. Disaggregation of Revenue The disaggregation of revenue is based on geographical region. The following table presents revenue from contracts with customers for the three months ended March 31, 2020 and 2019: Three months ended March 31, 2020 United States International Total Product $ 33,655 $ 40,904 $ 74,559 License fees - 10,000 10,000 Other Revenue 541 63,492 64,033 $ 34,196 $ 114,396 $ 148,592 Three months ended March 31, 2019 United States International Total Product $ 17,678 $ 46,887 $ 64,565 License fees 6,250 100,000 106,250 Other Revenue - 7,148 7,148 $ 23,928 $ 154,035 $ 177,963 Management routinely assesses the financial strength of its customers and, as a consequence, believes accounts receivable are stated at the net realizable value and credit risk exposure is limited. Two distributors accounted for 66% and 9% of revenues for the three months ended March 31, 2020 and 10% and 0% of accounts receivable at March 31, 2020. Three distributors accounted for 58%, 11% and 10% of revenues for the three months ended March 31, 2019 and 39%, 5% and 0% of accounts receivable at March 31, 2019. |
Note 13 - Related Party Transa
Note 13 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | During the three months ended March 31, 2020 and 2019, the Company recorded $13,105 and $17,678, respectively, in revenue from an entity owned by A. Michael Stolarski, a member of the Company’s board of directors and an existing shareholder of the Company. Contract liabilities includes a balance at March 31, 2020 and 2019, of $104,048 and $138,887, respectively from this related party. |
Note 14 - Stock-based Compensat
Note 14 - Stock-based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-based Compensation | The Company recognized as compensation cost for all outstanding stock options granted to employees, directors and advisors of $21,900 and $0 for the three months ended March 31, 2020 and 2019. The range of exercise prices for options was $0.04 to $2.00 for options outstanding at March 31, 2020 and December 31, 2019, respectively. The aggregate intrinsic value for all vested and exercisable options was $1,565,916 and $2,085,866 at March 31, 2020 and December 31, 2019, respectively. The weighted average remaining contractual term for outstanding exercisable stock options was 6.4 and 6.6 years as of March 31, 2019 and December 31, 2019, respectively. |
Note 15 - Earnings (Loss) Per S
Note 15 - Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2020 | |
LOSS PER SHARE: | |
Earnings (Loss) Per Share | Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share as their inclusive would be anti-dilutive and consist of the following: March 31, March 31, 2020 2019 Stock options 34,403,385 31,703,385 Warrants 8,374,091 98,728,335 Short term notes payable 2,250,000 - Preferred stock conversion 16,071,429 - Convertible promissory notes - 25,058,432 Anti-dilutive equity securities 61,098,905 155,490,152 |
Note 3 - Summary of Significa_2
Note 3 - Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of consolidation |
Estimates | Estimates |
Inventory | Inventory |
Preferred Stock | Preferred stock Distinguishing Liabilities from Equity |
Note 4 - Accrued Expenses (Tabl
Note 4 - Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued expenses | March 31, December 31, 2020 2019 Accrued board of director's fees $ 356,667 $ 400,000 Accrued equity 200,000 - Accrued legal and professional fees 173,387 134,970 Accrued executive severance 158,500 154,000 Accrued travel 122,500 120,000 Accrued outside services 100,033 108,033 Accrued inventory 50,275 167,050 Accrued clinical study expenses 13,650 13,650 Accrued other 1,223 13,406 $ 1,176,235 $ 1,111,109 |
Note 5 - Contract Liabilities (
Note 5 - Contract Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Contract with Customer, Liability [Abstract] | |
Contract liabilities | March 31, December 31, 2020 2019 Service agreement $ 110,855 $ 133,510 License fees 500,000 500,000 Other 6,291 6,291 Total Contract liabilities 617,146 639,801 Non-Current (61,938 ) (573,224 ) Total Current $ 555,208 $ 66,577 |
Note 10 - Warrants (Tables)
Note 10 - Warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Note 10 - Warrants | |
Warrant activity | Outstanding Outstanding as of as of December 31, March 31, Warrant class 2019 Issued Exercised Expired 2020 Class K Warrants 7,200,000 - - - 7,200,000 Class O Warrants 909,091 - - - 909,091 Class P Warrants 1,365,000 - (1,000,000 ) (100,000 ) 265,000 9,474,091 - (1,000,000 ) (100,000 ) 8,374,091 |
Warrant exercise price per share | Exercise Expiration price/share date Class K Warrants $ 0.08 June 2025 Class K Warrants $ 0.11 August 2027 Class O Warrants $ 0.11 January 2022 Class P Warrants $ 0.20 June 2024 |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating right of use assets and lease liabilities | March 31, 2020 Right of use assets $ 283,456 March 31, 2020 Lease liability - right of use Current portion $ 176,397 Long term portion 139,333 $ 315,730 |
Operating lease liability maturities | Year ending December 31, Amount 2020 (remainder) $ 144,377 2021 197,462 Total lease payments 341,839 Less: Present value adjustment (26,109 ) Lease liability - right of use $ 315,730 |
Finance right of use assets and lease liabilities | March 31, 2020 Right of use assets $ 504,352 March 31, 2020 Lease liability - right of use Current portion $ 159,789 Long term portion 332,641 $ 492,430 |
Finance lease liability maturities | Year ending December 31, Amount 2020 (remainder) $ 159,490 2021 212,652 2022 177,852 2023 12,903 Total $ 562,897 |
Note 12 - Revenue (Tables)
Note 12 - Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | Three months ended March 31, 2020 United States International Total Product $ 33,655 $ 40,904 $ 74,559 License fees - 10,000 10,000 Other Revenue 541 63,492 64,033 $ 34,196 $ 114,396 $ 148,592 Three months ended March 31, 2019 United States International Total Product $ 17,678 $ 46,887 $ 64,565 License fees 6,250 100,000 106,250 Other Revenue - 7,148 7,148 $ 23,928 $ 154,035 $ 177,963 |
Note 15 - Earnings (Loss) Per_2
Note 15 - Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
LOSS PER SHARE: | |
Antidilutive shares | March 31, March 31, 2020 2019 Stock options 34,403,385 31,703,385 Warrants 8,374,091 98,728,335 Short term notes payable 2,250,000 - Preferred stock conversion 16,071,429 - Convertible promissory notes - 25,058,432 Anti-dilutive equity securities 61,098,905 155,490,152 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Notes Payable, Related Parties [Member] | ||||
Accumulated deficit | $ (128,754,104) | $ (125,752,956) | ||
Cash and cash equivalents | 1,346,892 | $ 98,946 | $ 1,760,455 | $ 364,549 |
Net cash used in operating activities | (2,645,479) | (1,285,551) | ||
Net loss | $ (3,001,148) | $ (2,197,317) |
Note 3 - Summary of Significa_3
Note 3 - Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Inventory, goods | $ 308,501 | $ 357,264 |
Inventory, parts | 210,266 | 185,691 |
Inventory, net | $ 518,767 | $ 542,955 |
Note 4 - Accrued Expenses (Deta
Note 4 - Accrued Expenses (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued board of directors' fees | $ 356,667 | $ 400,000 |
Accrued equity | 200,000 | 0 |
Accrued legal and professional fees | 173,387 | 134,970 |
Accrued executive severance | 158,500 | 154,000 |
Accrued travel | 122,500 | 120,000 |
Accrued outside services | 100,033 | 108,033 |
Accrued inventory | 50,275 | 167,050 |
Accrued clinical study expenses | 13,650 | 13,650 |
Accrued other | 1,223 | 13,406 |
Total accrued expenses | $ 1,176,235 | $ 1,111,109 |
Note 5 - Contract Liabilities_2
Note 5 - Contract Liabilities (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total contract liabilities | $ 617,146 | $ 639,801 |
Non-current contract liabilities | (61,938) | (573,224) |
Current contract liabilities | 555,208 | 66,577 |
Service Agreement | ||
Total contract liabilities | 110,855 | 133,510 |
License Fees | ||
Total contract liabilities | 500,000 | 500,000 |
Other | ||
Total contract liabilities | $ 6,291 | $ 6,291 |
Note 5 - Contract Liabilities_3
Note 5 - Contract Liabilities (Details Narrative) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Contract with Customer, Liability [Abstract] | ||
Remaining performance obligations | $ 55,208 | $ 61,938 |
Note 6 - Short Term Notes Pay_2
Note 6 - Short Term Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Notes Payable [Abstract] | ||
Conversion of short term notes and convertible notes payable | $ 263,984 | $ 266,667 |
Note 7 - Notes Payable, Relat_2
Note 7 - Notes Payable, Related Parties (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Notes Payable [Abstract] | |||
Notes payable principal | $ 5,372,743 | $ 5,372,743 | |
Interest payable, current | 2,042,541 | $ 1,859,977 | |
Interest expense, related party | $ 182,564 | $ 219,687 |
Note 9 - Equity Transactions (D
Note 9 - Equity Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Conversion of short term notes and convertible notes payable | $ 263,984 | $ 266,667 |
Conversion of advances from related parties | 2,098 | $ 0 |
Shares issued for services | $ 200,000 |
Note 10 - Warrants (Details)
Note 10 - Warrants (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Warrants outstanding, beginning | 9,474,091 |
Warrants issued | 0 |
Warrants exercised | (1,000,000) |
Warrants expired | (100,000) |
Warrants outstanding, ending | 8,374,091 |
Class K Warrants | |
Warrants outstanding, beginning | 7,200,000 |
Warrants issued | 0 |
Warrants exercised | 0 |
Warrants expired | 0 |
Warrants outstanding, ending | 7,200,000 |
Class O Warrants | |
Warrants outstanding, beginning | 909,091 |
Warrants issued | 0 |
Warrants exercised | 0 |
Warrants expired | 0 |
Warrants outstanding, ending | 909,091 |
Class P Warrants | |
Warrants outstanding, beginning | 1,365,000 |
Warrants issued | 0 |
Warrants exercised | (1,000,000) |
Warrants expired | (100,000) |
Warrants outstanding, ending | 265,000 |
Note 10 - Warrants (Details 1)
Note 10 - Warrants (Details 1) | 3 Months Ended |
Mar. 31, 2020$ / shares | |
Class K Warrants | |
Warrant exercise price/share | $ .08 |
Warrant expiration date | June 2025 |
Class K Warrants | |
Warrant exercise price/share | $ .11 |
Warrant expiration date | August 2027 |
Class O Warrants | |
Warrant exercise price/share | $ .11 |
Warrant expiration date | January 2022 |
Class P Warrants | |
Warrant exercise price/share | $ .20 |
Warrant expiration date | June 2024 |
Note 11 - Commitments and Con_3
Note 11 - Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Right of use assets | $ 283,456 | $ 323,661 |
Lease liability - right of use, current | 176,397 | 173,270 |
Lease liability - right of use, noncurrent | 139,333 | $ 185,777 |
Lease liability - right of use | $ 315,730 |
Note 11 - Commitments and Con_4
Note 11 - Commitments and Contingencies (Details 1) | Mar. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 (remainder) | $ 144,377 |
2021 | 197,462 |
Total lease payments | 341,839 |
Less: imputed interest | (26,109) |
Total operating lease liability | $ 315,730 |
Note 11 - Commitments and Con_5
Note 11 - Commitments and Contingencies (Details 2) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Right of use assets | $ 504,352 | |
Lease liability - right of use, current | 159,789 | $ 121,634 |
Lease liability - right of use, noncurrent | 332,641 | $ 271,240 |
Lease liability - right of use | $ 492,430 |
Note 11 - Commitments and Con_6
Note 11 - Commitments and Contingencies (Details 3) | Mar. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 (remainder) | $ 159,490 |
2021 | 212,652 |
2022 | 177,852 |
2023 | 12,903 |
Total | $ 562,897 |
Note 11 - Commitments and Con_7
Note 11 - Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted average remaining lease term, operating lease | 1 year 9 months | |
Weighted average discount rate, operating lease | 7.00% | |
Rent expense | $ 52,330 | $ 52,838 |
Weighted average remaining lease term, finance lease | 2 years 7 months 24 days | |
Weighted average discount rate, finance lease | 13.20% |
Note 12 - Revenue (Details)
Note 12 - Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | $ 148,592 | $ 177,963 |
Product | ||
Revenues | 74,559 | 64,565 |
License Fees | ||
Revenues | 10,000 | 106,250 |
Other | ||
Revenues | 64,033 | 7,148 |
United States | ||
Revenues | 341,196 | 23,928 |
United States | Product | ||
Revenues | 33,655 | 17,678 |
United States | License Fees | ||
Revenues | 0 | 6,250 |
United States | Other | ||
Revenues | 541 | 0 |
International | ||
Revenues | 114,396 | 154,035 |
International | Product | ||
Revenues | 40,904 | 46,887 |
International | License Fees | ||
Revenues | 10,000 | 100,000 |
International | Other | ||
Revenues | $ 63,492 | $ 7,148 |
Note 12 - Revenue (Details Narr
Note 12 - Revenue (Details Narrative) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Distributor 1 | Revenue | ||
Concentration risk | 66.00% | 58.00% |
Distributor 1 | Accounts Receivable | ||
Concentration risk | 10.00% | 39.00% |
Distributor 2 | Revenue | ||
Concentration risk | 9.00% | 11.00% |
Distributor 2 | Accounts Receivable | ||
Concentration risk | 0.00% | 5.00% |
Distributor 3 | Revenue | ||
Concentration risk | 10.00% | |
Distributor 3 | Accounts Receivable | ||
Concentration risk | 0.00% |
Note 13 - Related Party Tran_2
Note 13 - Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Contract liabilities | $ 617,146 | $ 639,801 | |
A. Michael Stolarski | |||
Revenues from related party | 13,105 | $ 17,678 | |
Contract liabilities | $ 104,048 | $ 138,887 |
Note 14 - Stock-based Compens_2
Note 14 - Stock-based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |||
Stock-based compensation | $ 21,900 | $ 0 | |
Exercise prices for options, lower range limit | $ .04 | ||
Exercise prices for options, upper range limit | $ 2 | ||
Aggregate intrinsic value for vested and exercisable options | $ 1,565,916 | $ 2,085,866 | |
Weighted average remaining contractual term for outstanding exercisable stock options | 6 years 4 months 24 days | 6 years 7 months 6 days |
Note 15 - Earnings (Loss) Per_3
Note 15 - Earnings (Loss) Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Anti-dilutive securities | 61,098,905 | 155,490,152 |
Stock Options | ||
Anti-dilutive securities | 34,403,385 | 31,703,385 |
Warrants | ||
Anti-dilutive securities | 8,374,091 | 98,728,335 |
Short Term Notes Payable | ||
Anti-dilutive securities | 2,250,000 | 0 |
Preferred Stock Conversion | ||
Anti-dilutive securities | 16,071,429 | 0 |
Convertible Promissory Notes | ||
Anti-dilutive securities | 0 | 25,058,432 |