Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 09, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | VYCOR MEDICAL INC | |
Entity Central Index Key | 1,424,768 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 22,604,980 | |
Trading Symbol | VYCO | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 90,130 | $ 206,213 |
Trade accounts receivable | 245,154 | 110,422 |
Inventory | 218,309 | 213,883 |
Prepaid expenses and other current assets | 99,903 | 77,990 |
Total Current Assets | 653,496 | 608,508 |
Fixed assets, net | 445,454 | 489,170 |
Intangible and Other assets: | ||
Trademarks | 251,157 | 251,157 |
Patents, net of accumulated amortization | 46,743 | 81,064 |
Website, net of accumulated amortization | 6,962 | 10,389 |
Security deposits | 6,000 | 9,169 |
Total Intangible and Other assets | 310,862 | 351,779 |
TOTAL ASSETS | 1,409,812 | 1,449,457 |
Current Liabilities | ||
Accounts payable | 95,744 | 141,319 |
Accrued interest: Other | 220,666 | 184,765 |
Accrued interest: Related party | 19,410 | 12,840 |
Accrued liabilities - Other | 305,273 | 161,328 |
Accrued liabilities - Related Party | 648,740 | 549,370 |
Notes payable: Other | 346,866 | 318,393 |
Notes payable: Related Party | 193,000 | |
Total Current Liabilities | 1,829,699 | 1,368,015 |
STOCKHOLDERS' EQUITY (DEFICIENCY) | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 270,306 and 270,306 issued and outstanding as at September 30, 2018 and December 31, 2017 respectively | 27 | 27 |
Common Stock, $0.0001 par value, 55,000,000, 22,708,314 and 19,925,322 shares issued and 22,604,980 and 19,821,988 outstanding at September 30,2018 and December 31, 2017 respectively | 2,271 | 1,993 |
Additional Paid-in Capital | 27,638,421 | 26,921,574 |
Treasury Stock (103,334 shares of Common Stock as at September 30, 2018 and December 31, 2017 respectively, at cost) | (1,033) | (1,033) |
Accumulated Deficit | (28,187,729) | (26,965,960) |
Accumulated Other Comprehensive Income (Loss) | 128,156 | 124,841 |
Total Stockholders' Equity (Deficiency) | (419,887) | 81,442 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | $ 1,409,812 | $ 1,449,457 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 270,306 | 270,306 |
Preferred stock, shares outstanding | 270,306 | 270,306 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 55,000,000 | 55,000,000 |
Common stock, shares issued | 22,708,314 | 19,925,322 |
Common stock, shares outstanding | 22,604,980 | 19,821,988 |
Treasury stock, shares | 103,334 | 103,334 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 456,213 | $ 379,073 | $ 1,082,979 | $ 1,115,155 |
Cost of Revenues Sold | 46,800 | 55,332 | 123,130 | 142,753 |
Gross Profit | 409,413 | 323,741 | 959,849 | 972,402 |
Operating expenses: | ||||
Depreciation and Amortization | 42,994 | 72,734 | 128,326 | 211,369 |
General and administrative | 499,143 | 546,615 | 1,684,445 | 1,710,244 |
Total Operating expenses | 542,137 | 619,349 | 1,812,771 | 1,921,613 |
Operating loss | (132,724) | (295,608) | (852,922) | (949,211) |
Other income (expense) | ||||
Interest expense: Other | (12,280) | (11,360) | (36,505) | (32,217) |
Interest expense: Related Party | (5,924) | (6,570) | (679) | |
Warrant Issuance Expense | (120,788) | (120,788) | ||
Loss on foreign currency exchange | (1,251) | (646) | (1,402) | 986 |
Total Other Income (expense) | (19,455) | (132,794) | (44,477) | (152,698) |
Loss Before Credit for Income Taxes | (152,179) | (428,402) | (897,399) | (1,101,909) |
Credit for income taxes | ||||
Net Loss | (152,179) | (428,402) | (897,399) | (1,101,909) |
Preferred stock dividends | (162,185) | (162,185) | (324,370) | (324,370) |
Net Loss available to common stockholders | (314,364) | (590,587) | (1,221,769) | (1,426,279) |
Other comprehensive income (loss) | ||||
Foreign Currency Translation Adjustment | 810 | (1,728) | 3,315 | (4,687) |
Comprehensive loss available to common stockholders | $ (313,554) | $ (592,315) | $ (1,218,454) | $ (1,430,966) |
Net Loss Per Share | ||||
Basic and diluted | $ (0.01) | $ (0.03) | $ (0.06) | $ (0.08) |
Weighted Average Number of Shares Outstanding - Basic and Diluted | 22,221,266 | 19,715,156 | 21,258,184 | 17,895,269 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (897,399) | $ (1,101,909) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization of intangible assets | 37,748 | 129,176 |
Depreciation of fixed assets | 98,455 | 93,467 |
Inventory provision | 3,139 | 2,544 |
Stock based compensation | 492,125 | 309,805 |
Accrued liabilities – Related Party | 112,500 | |
Warrant Issuance Expense | 120,788 | |
Loss on foreign exchange | 988 | |
Changes in assets and liabilities: | ||
Accounts receivable | (134,732) | (89,348) |
Inventory | (7,565) | (10,678) |
Prepaid expenses | (21,913) | 91,337 |
Security Deposits | 3,169 | 33,255 |
Accrued interest - Related Party | 6,570 | 680 |
Accrued interest - Other | 35,901 | 35,902 |
Accounts payable | (45,575) | (75,794) |
Accrued liabilities - Other | 143,945 | (3,925) |
Cash used in operating activities | (286,132) | (351,212) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (56,604) | (160,324) |
Cash used in investing activities | (56,604) | (160,324) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net | 842,207 | |
Proceeds from Notes Payable - Related Party | 193,000 | |
Proceeds net of repayments Notes Payable - Other | 28,473 | (65,038) |
Cash provided by financing activities | 221,473 | 777,169 |
Effect of exchange rate changes on cash | 5,180 | (7,475) |
Net increase (decrease) in cash | (116,083) | 258,158 |
Cash at beginning of period | 206,213 | 56,859 |
Cash at end of period | 90,130 | 315,017 |
Supplemental Disclosures of Cash Flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income tax | 0 | 0 |
Non-Cash Transactions: | ||
Common stock issued upon conversion of debt | 0 | 248,000 |
Common stock issued in respect of funds held in escrow | 0 | 101,000 |
Common stock issued to related party for payment of accrued liabilities | $ 225,000 | $ 0 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Commission. In accordance with those rules and regulations certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2017 derives from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The unaudited consolidated financial statements as of and for the three and nine months ended September 30, 2018 and 2017, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition and results of operations. The results of operations for the three and nine months ended September 30, 2018 and 2017 are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Certain prior period amounts have been reclassified to conform to the current presentation. Ability to continue as a Going Concern The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss of $897,399 for the nine months ended September 30, 2018 and has not generated cash flows from operations. As of September 30, 2018 the Company had a working capital deficiency of $315,053, excluding related party liabilities of $861,150. As a result, these conditions, among others, raise substantial doubt regarding our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. The Company is executing on a plan to achieve a reduction in cash operating losses for both the Vycor Medical and NovaVision divisions, as further described in ITEM 2. However, the Company believes it may not have sufficient cash to meet its various cash needs through November 30, 2019 unless the Company is able to obtain additional cash from the issuance of debt or equity securities. Included within the working capital deficiency above is a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”), together with accrued interest of $220,666, which has a maturity date of December 31, 2018, having been extended on a number of occasions from its initial due date of June 11, 2011. The Company intends to seek an extension to the note, although it is not known whether the note will be extended or the terms of any extension. Fountainhead, the Company’s largest shareholder, is currently providing working capital funding to the Company on an as-needed basis, although there is no guarantee that this will continue to be the case. The Company may consider seeking additional equity or debt funding, although there is no assurance that this would be available on acceptable terms or at all. If adequate funds are not available, the Company may have to delay or curtail development or commercialization of products, or cease some of its operations. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The unaudited consolidated financial statements include the accounts of Vycor Medical, Inc., and its wholly-owned subsidiaries, NovaVision, Inc. (a Delaware corporation), NovaVision GmbH (a German corporation) and Sight Science Limited (a UK corporation), both wholly owned subsidiaries of NovaVision, Inc. The Company is headquartered in Boca Raton, FL. All material inter-company accounts, transactions, and profits have been eliminated in consolidation. Recent Accounting Pronouncements From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented. Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock and convertible debt. Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share. No dilution adjustment has been made to the weighted average outstanding common shares in the periods presented because the assumed exercise of outstanding options and warrants and the conversion of preferred stock and debt would be anti-dilutive. The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share: September 30, 2018 September 30, 2017 Stock options outstanding 1,380,000 725,557 Warrants to purchase common stock 3,717,826 7,001,388 Debentures convertible into common stock 2,479,364 262,593 Preferred shares convertible into common stock 1,272,052 1,272,052 Directors Deferred Compensation Plan 685,107 447,689 Total 9,534,349 9,709,279 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 3. NOTES PAYABLE Related Parties Notes Payable Related Party Notes Payable consists of: September 30, 2018 December 31, 2017 In the period the Company issued promissory notes to Fountainhead Capital Management Limited and Peter Zachariou for $193,000. The notes bear interest at 10% per annum and are payable on the earlier of one year or five days following the delivery of written demand for payment by the Payee. $ 193,000 $ - Total Related Party Notes Payable $ 193,000 $ - Other Notes Payable Other Notes Payable consists of: September 30, 2018 December 31, 2017 On March 25, 2011 the Company issued a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”). The term note bears interest at 16% per annum and was due June 25, 2011, and has been extended on a number of occasions. On the note’s most recent due date, the note was amended and extended to December 31, 2018. See further note below. $ 300,000 $ 300,000 Insurance policy finance agreements. 46,866 18,393 Total Notes Payable: $ 346,866 $ 318,393 On January 24, 2018 the Company entered into an amendment agreement (the “Amendment”) with EuroAmerican Investments (“EuroAmerican”) regarding its $300,000 loan note (the “Note”). Under the Amendment, the Note was extended until December 31, 2018 and the conversion terms of the Note reduced to $0.21, the same as the offering price of the 2018 Offering. Conversion of the Note and accrued interest would result in the issuance of 2,479,364 shares of Common Stock as of September 30, 2018. Notwithstanding, EuroAmerican agreed that the Note could not be converted without first offering the Company the right to redeem the Note at principal and accrued interest, and secondly Fountainhead the right to purchase the Note, which cannot be converted prior to such offer and the failure of the Company and Fountainhead to exercise such option in accordance with the amendment terms. In addition, the Company agreed to issue warrants to purchase 2,308,405 shares of Common Stock at $0.27, the same terms as the 2018 Offering, exercisable for three years from January 1, 2018, if and when the conversion option is exercised. The amendment was recognized as a modification, based on the guidance in ASC 470-50. The Company routinely finances all their insurance policies through a third party finance company which requires a down payment and subsequent monthly payments, the time periods vary from 10 months to 12 equal monthly payments. |
Segment Reporting, Geographical
Segment Reporting, Geographical Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting, Geographical Information | 4. SEGMENT REPORTING, GEOGRAPHICAL INFORMATION (a) Business segments The Company operates in two business segments: Vycor Medical, which focuses on devices for neurosurgery; and NovaVision, which focuses on neuro stimulation therapies and diagnostic devices for the treatment and screening of vision field loss and which includes Sight Science. Set out below are the revenues, gross profits and total assets for each segment Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenue: Vycor Medical $ 399,450 $ 326,843 $ 930,553 $ 949,053 NovaVision $ 56,763 $ 52,230 $ 152,426 $ 166,102 $ 456,213 $ 379,073 $ 1,082,979 $ 1,115,155 Gross Profit Vycor Medical $ 357,674 $ 277,324 $ 821,240 $ 824,176 NovaVision $ 51,739 $ 46,417 $ 138,609 $ 148,226 $ 409,413 $ 323,741 $ 959,849 $ 972,402 September 30, 2018 December 31, 2017 Total Assets: Vycor Medical $ 1,005,504 $ 977,145 NovaVision 404,308 472,312 Total Assets $ 1,409,812 $ 1,449,457 (b) Geographic information The Company operates in two geographic segments, the United States and Europe. Set out below are the revenues, gross profits and total assets for each segment. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenue: United States $ 425,800 $ 352,109 $ 1,002,923 $ 1,033,087 Europe $ 30,413 $ 26,964 $ 80,056 $ 82,068 $ 456,213 $ 379,073 $ 1,082,979 $ 1,115,155 Gross Profit United States $ 382,006 $ 300,687 $ 889,190 $ 899,298 Europe $ 27,407 $ 23,054 $ 70,659 $ 73,104 $ 409,413 $ 323,741 $ 959,849 $ 972,402 September 30, 2018 December 31, 2017 Total Assets: United States $ 1,234,469 $ 1,263,197 Europe 175,343 186,260 Total Assets $ 1,409,812 $ 1,449,457 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Equity | 5. EQUITY Common Stock and Stock Grants During January to September 2018, the Company granted 174,580 shares of Common Stock (valued at $63,000) to non-employee Directors. Under the terms of the Directors Deferred Compensation Plan, the receipt of these shares is deferred until the January 15 th During January to September 2018, the Company issued 1,669,056 shares of Common Stock to Fountainhead for fees of $583,500 of which $225,000 was accrued at December 31, 2017 in accordance with the terms of a Consulting Agreement. On April 20, 2018, the Company issued an aggregate of 1,113,936 shares of Company Common Stock on the cashless exercise of an aggregate of Warrants to purchase 3,111,560 shares of Common Stock Warrants and Options The details of the outstanding warrants and options are as follows: STOCK WARRANTS: Weighted average Number of shares exercise price per share Outstanding at December 31, 2017 6,929,386 $ 0.31 Granted - - Exercised (3,111,560 ) 0.28 Cancelled or expired (100,000 ) 2.56 Outstanding at September 30, 2018 3,717,826 $ 0.27 STOCK OPTIONS: Weighted average Number of shares exercise price per share Outstanding at December 31, 2017 725,557 $ 0.95 Granted 680,000 0.28 Exercised - - Cancelled or expired (25,557 ) 5.97 Outstanding at September 30, 2018 1,380,000 $ 0.53 In March 2017 options to purchase 660,000 shares of Common Stock were granted to Fountainhead under the terms of a Consulting Agreement, subject to performance vesting milestones; these milestones were achieved and the options fully vested on June 30, 2018. In March 2018 options to purchase 660,000 shares of Common Stock were granted to Fountainhead under the terms of the Consulting Agreement. These options will vest on April 1, 2019 subject to the achievement of certain milestones by March 31, 2019. These options are not included in the above table until such a time as they vest. As of September 30, 2018, the weighted-average remaining contractual life of outstanding warrants and options is 1.36 and 1.61 years, respectively. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 6. SHARE-BASED COMPENSATION Stock Option Plan Under ASC Topic 718, the Company estimates the fair value of option awards on the date of grant using an option pricing model. The grant date fair value is recognized over the option-vesting period, the period during which an employee is required to provide service in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Under these standards, compensation cost for employee cost for employee stock-based awards is based on the estimated grant-date fair value and recognized over the vesting period of the applicable award on a straight-line basis. For the nine months ended September 30, 2018 and 2017, the Company recognized share-based compensation of $4,871 and $1,609, respectively, for employee stock options. Stock appreciation rights may be granted either on a stand-alone basis or in conjunction with all or part of any other stock options granted under the plan. As of September 30, 2018 there were no awards of any stock appreciation rights. Non-Employee Stock Compensation The Company from time to time issues common stock, stock options or common stock warrants to acquire services or goods from non-employees. Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, which is measured as of the “measurement date” using an option pricing model. The “measurement date” for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant. Aggregate stock-based compensation for stock and warrants granted to non-employees for the nine months ended September 30, 2018 and 2017 was $487,254 and $420,696. The expense related to stock not issued during the periods ended September 30, 2018 and 2017 comprise: $63,000, respectively for both periods, related to stock granted but not issued to directors under the Directors Deferred Compensation Plan; and $86,754 related to the issuance of 660,000 options in the nine months ended September 30 , During the nine months ended September 30, 2018 and 2017, options with a value of $216,582 and $86,754, respectively, were granted to Fountainhead with performance vesting conditions, (see Note 8). The performance conditions of the options granted during 2017 have now been met and these options became fully vested in June 2018 and recognized as stock compensation during the period. The value of the 2018 options will not be recognized as share-based compensation unless or until the Company concludes that it is probable the performance conditions will be achieved. Stock-based Compensation Valuation Methodology Stock-based compensation resulting from the issuance of Common Stock is calculated by reference to the valuation of the Stock on the date of issuance, the expense being recognized as the compensation is earned. Stock-based compensation expenses related to employee options and warrants granted to non-employees are recognized as the stock options and warrants are earned. The fair value of the stock options or warrants granted is estimated at the grant date, using the Black-Scholes option pricing model, and the expense is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant. The grant date fair value of employee share options and similar instruments is estimated using the Black-Scholes option pricing model on the basis of the fair value of the underlying common stock on the measurement date, adjusted for the unique characteristics of those equity instruments, using the assumptions noted in the table below. Expected volatility is based on the historical volatility of a peer group of publicly traded companies. The expected term of options and warrants was based upon the expected life of the option or warrant, and the risk-free rate is based on the U.S. Treasury Constant Maturity rate. The following assumptions were used in calculations of the Black-Scholes option pricing model for the nine months ended September 30, 2018 and 2017: Nine months Ended September 30, 2018 2017 Risk-free interest rates 1.72-2.41 % 1.50 % Expected life 1.5-4 years 1.5 years Expected dividends 0 % 0 % Expected volatility 102-107 % 104 % Vycor Common Stock fair value $ 0.20-0.49 $ 0.20 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES Lease The Company leases office space located at 951 Broken Sound Parkway, Suite 320, Boca Raton, FL 33487 from WPT Land 2 L.P., for a gross rent of approximately $5,700 plus sales tax per month. The lease terminates September 30, 2020. The Company’s subsidiary in Germany occupies premises on a short-term lease agreement. Rent expense for the nine months ended September 30, 2018 and 2017 was $74,784 and $134,229 respectively. Potential German tax liability In June 2012 the Company’s German subsidiary received a preliminary assessment for Magdeburg City trade tax of approximately €75,000 (approximately $85,000). This assessment is for the 2010 fiscal year and relates to the Company’s acquisition of the assets of the former NovaVision, Inc. An initial assessment for corporate tax for the same period has been preliminarily reduced to zero. The Company has not accepted this trade tax assessment and is in discussion with the relevant tax authorities with a view to its reduction. The tax authorities have agreed to suspend the assessment pending the outcome of certain court hearings, and the Company has agreed to make limited monthly payments on account which were completed in October 2016. To the extent that this assessment (either a higher or a reduced amount) is ultimately confirmed by the tax authorities, the Company believes it has a very strong claim against certain professional advisors which would offset the liability in full. Accordingly, the Company has made no provision for this liability in the nine months ended September 30, 2018 and the year ended December 31, 2017 respectively. |
Consulting and Other Agreements
Consulting and Other Agreements | 9 Months Ended |
Sep. 30, 2018 | |
Consulting And Other Agreements | |
Consulting and Other Agreements | 8. CONSULTING AND OTHER AGREEMENTS The following agreements were entered into or remained in force during the period ended September 30, 2018: Consulting Agreement with Fountainhead In March 2017 and effective April 1, 2017, the Company amended the Fountainhead Consulting Agreement (“the Amended Agreement”). Under the Amended Agreement, fees of $450,000 are payable to Fountainhead, with an option to receive $5,000 per month in cash and the remainder payable in Company Common Stock issued at the higher of $0.21 and the average price for the 30 days prior to issuance, and deliverable at the end of each fiscal quarter. The Consulting Agreement also contains provisions for Fountainhead to receive a higher proportion of its fees in cash subject to certain future liquidity events and Board approval. Under the Amended Agreement, Fountainhead was granted options pursuant to the Vycor Medical, Inc. 2008 Stock Option Plan, to purchase 660,000 shares of Company Common Stock at $0.27 per share. Vesting of these options was subject to the achievement of certain milestones; these milestones were achieved and the options fully vested on September 30, 2018. In March 2018 Fountainhead was granted options pursuant to the Vycor Medical, Inc. 2018 Stock Option Plan, to purchase 660,000 shares of Company Common Stock at an exercise price of $0.46 (the average closing price for the 5 trading days before the grant). Vesting of these options is subject to the achievement of certain milestones by March 31, 2019. During the nine months ended September 30, 2018, under the terms of the Amended Agreement, Fountainhead received total fees of $337,500, which were paid through the issuance of 963,215 shares of Company Common Stock. Also under the terms of the Agreement, Fountainhead was issued $225,000 in fees accrued as at December 31, 2017 through the issuance of 705,841 shares of Company Common Stock. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. RELATED PARTY TRANSACTIONS Peter Zachariou and David Cantor, directors of the Company, are investment managers of Fountainhead which owned, at September 30, 2018, 52% of the Company’s Common Stock and 70% of the Company’s Preferred D Stock. Adrian Liddell, Chairman, is a consultant for Fountainhead. As referred to in Note 3, on January 24, 2018 the Company entered into the Amendment with EuroAmerican. regarding its $300,000 Note. Under the Amendment, EuroAmerican granted a right of first refusal prior to converting or selling or the Note a) first to Vycor to redeem the Note and accrued interest at face value and b) if not exercised second to Fountainhead to purchase the Note and accrued interest at face value on the same terms. In March 2017 Fountainhead was granted options pursuant to the Vycor Medical, Inc. 2008 Stock Option Plan, to purchase 660,000 shares of Company Common Stock at an exercise price of $0.27, subject to performance vesting conditions. These options became fully vested in June 2018 following the achievement of the milestones. In March 2018 Fountainhead was granted options pursuant to the Vycor Medical, Inc. 2018 Stock Option Plan, to purchase 660,000 shares of Company Common Stock at an exercise price of $0.46 (the average closing price for the 5 trading days before the grant). Vesting of these options is subject to the achievement of certain milestones by March 31, 2019. During the nine months ended September 30, 2018, under the terms of the Consulting Agreement referred to in note 8, the Company issued 1,669,056 shares of Common Stock to Fountainhead for fees of $562,500 of which $225,000 was accrued at December 31, 2017. During the nine months ended September 30, 2018, the Company accrued an aggregate of $324,370 of Preferred D Stock dividends, of which an aggregate of $309,424 Preferred D Stock dividends were in respect of related parties. During the nine months ended September 30, 2018 the Company issued unsecured loan notes to Fountainhead for a total of $163,000. The loan notes bear interest at a rate of 10% and are due on demand or by their one-year anniversary. During the period ended September 30, 2018, the Company issued unsecured loan notes to Peter Zachariou for a total of $30,000. The loan notes bear interest at a rate of 10% and are due on demand or by their one-year anniversary. |
Concentration
Concentration | 9 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration | 10. CONCENTRATION Vycor sells its neurosurgical devices in the US primarily direct to hospitals, and internationally through distributors who in turn sell to hospitals. The sales to one international distributor represented 25% and 29%, respectively, of total sales for the three months ended September 30, 2018 and 2017. The sales to three distributors represented 10%, 11% and 11%, respectively, of total sales for the nine months ended September 30, 2018.. The sales to one distributor represented 17% of total sales for the nine months ended September 30, 2017. The accounts receivable from one international distributor represented 42% of total accounts receivable at September 30, 2018 and the accounts receivable from two distributors represented 12% and 16% of total accounts receivable at December 31, 2017 respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. SUBSEQUENT EVENTS The Company has evaluated the existence of events and transactions subsequent to the balance sheet date through the date the consolidated financial statements were issued and has determined that there were no significant subsequent events or transactions which would require recognition or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements include the accounts of Vycor Medical, Inc., and its wholly-owned subsidiaries, NovaVision, Inc. (a Delaware corporation), NovaVision GmbH (a German corporation) and Sight Science Limited (a UK corporation), both wholly owned subsidiaries of NovaVision, Inc. The Company is headquartered in Boca Raton, FL. All material inter-company accounts, transactions, and profits have been eliminated in consolidation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock and convertible debt. Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share. No dilution adjustment has been made to the weighted average outstanding common shares in the periods presented because the assumed exercise of outstanding options and warrants and the conversion of preferred stock and debt would be anti-dilutive. The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share: September 30, 2018 September 30, 2017 Stock options outstanding 1,380,000 725,557 Warrants to purchase common stock 3,717,826 7,001,388 Debentures convertible into common stock 2,479,364 262,593 Preferred shares convertible into common stock 1,272,052 1,272,052 Directors Deferred Compensation Plan 685,107 447,689 Total 9,534,349 9,709,279 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Common Stock Not Included in Calculation of Diluted Net Loss Per Share | The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share: September 30, 2018 September 30, 2017 Stock options outstanding 1,380,000 725,557 Warrants to purchase common stock 3,717,826 7,001,388 Debentures convertible into common stock 2,479,364 262,593 Preferred shares convertible into common stock 1,272,052 1,272,052 Directors Deferred Compensation Plan 685,107 447,689 Total 9,534,349 9,709,279 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Related Party Notes Payable consists of: September 30, 2018 December 31, 2017 In the period the Company issued promissory notes to Fountainhead Capital Management Limited and Peter Zachariou for $193,000. The notes bear interest at 10% per annum and are payable on the earlier of one year or five days following the delivery of written demand for payment by the Payee. $ 193,000 $ - Total Related Party Notes Payable $ 193,000 $ - Other Notes Payable consists of: September 30, 2018 December 31, 2017 On March 25, 2011 the Company issued a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”). The term note bears interest at 16% per annum and was due June 25, 2011, and has been extended on a number of occasions. On the note’s most recent due date, the note was amended and extended to December 31, 2018. See further note below. $ 300,000 $ 300,000 Insurance policy finance agreements. 46,866 18,393 Total Notes Payable: $ 346,866 $ 318,393 |
Segment Reporting, Geographic_2
Segment Reporting, Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Business Segments Information | Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenue: Vycor Medical $ 399,450 $ 326,843 $ 930,553 $ 949,053 NovaVision $ 56,763 $ 52,230 $ 152,426 $ 166,102 $ 456,213 $ 379,073 $ 1,082,979 $ 1,115,155 Gross Profit Vycor Medical $ 357,674 $ 277,324 $ 821,240 $ 824,176 NovaVision $ 51,739 $ 46,417 $ 138,609 $ 148,226 $ 409,413 $ 323,741 $ 959,849 $ 972,402 September 30, 2018 December 31, 2017 Total Assets: Vycor Medical $ 1,005,504 $ 977,145 NovaVision 404,308 472,312 Total Assets $ 1,409,812 $ 1,449,457 |
Summary of Geographic Information | Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenue: United States $ 425,800 $ 352,109 $ 1,002,923 $ 1,033,087 Europe $ 30,413 $ 26,964 $ 80,056 $ 82,068 $ 456,213 $ 379,073 $ 1,082,979 $ 1,115,155 Gross Profit United States $ 382,006 $ 300,687 $ 889,190 $ 899,298 Europe $ 27,407 $ 23,054 $ 70,659 $ 73,104 $ 409,413 $ 323,741 $ 959,849 $ 972,402 September 30, 2018 December 31, 2017 Total Assets: United States $ 1,234,469 $ 1,263,197 Europe 175,343 186,260 Total Assets $ 1,409,812 $ 1,449,457 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stock Option [Member] | |
Schedule of Warrants and Options | STOCK OPTIONS: Weighted average Number of shares exercise price per share Outstanding at December 31, 2017 725,557 $ 0.95 Granted 680,000 0.28 Exercised - - Cancelled or expired (25,557 ) 5.97 Outstanding at September 30, 2018 1,380,000 $ 0.53 |
Warrant [Member] | |
Schedule of Warrants and Options | STOCK WARRANTS: Weighted average Number of shares exercise price per share Outstanding at December 31, 2017 6,929,386 $ 0.31 Granted - - Exercised (3,111,560 ) 0.28 Cancelled or expired (100,000 ) 2.56 Outstanding at September 30, 2018 3,717,826 $ 0.27 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Assumptions Used in Calculations of Black-Scholes Option Pricing Model | The following assumptions were used in calculations of the Black-Scholes option pricing model for the nine months ended September 30, 2018 and 2017: Nine months Ended September 30, 2018 2017 Risk-free interest rates 1.72-2.41 % 1.50 % Expected life 1.5-4 years 1.5 years Expected dividends 0 % 0 % Expected volatility 102-107 % 104 % Vycor Common Stock fair value $ 0.20-0.49 $ 0.20 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net loss | $ 152,179 | $ 428,402 | $ 897,399 | $ 1,101,909 |
Working capital deficiency | 315,053 | 315,053 | ||
Related party liabilities | 861,150 | 861,150 | ||
EuroAmerican Investment Corp [Member] | ||||
Term note | 300,000 | 300,000 | ||
Accrued interest | $ 220,666 | $ 220,666 | ||
Maturity date | Dec. 31, 2018 |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule of Common Stock Not Included in Calculation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Potential shares of common stock that are not included in the calculation of diluted net loss per share | 9,534,349 | 9,709,279 |
Stock Options Outstanding [Member] | ||
Potential shares of common stock that are not included in the calculation of diluted net loss per share | 1,380,000 | 725,557 |
Warrants to Purchase Common Stock [Member] | ||
Potential shares of common stock that are not included in the calculation of diluted net loss per share | 3,717,826 | 7,001,388 |
Debentures Convertible into Common Stock [Member] | ||
Potential shares of common stock that are not included in the calculation of diluted net loss per share | 2,479,364 | 262,593 |
Preferred Shares Convertible into Common Stock [Member] | ||
Potential shares of common stock that are not included in the calculation of diluted net loss per share | 1,272,052 | 1,272,052 |
Directors Deferred Compensation Plan [Member] | ||
Potential shares of common stock that are not included in the calculation of diluted net loss per share | 685,107 | 447,689 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jan. 24, 2018 | Mar. 25, 2011 | Sep. 30, 2018 | Apr. 20, 2018 |
Warrant to purchase of common stock | 3,111,560 | |||
EuroAmerican Investment Corp [Member] | ||||
Debt extended due date | Dec. 31, 2018 | |||
EuroAmerican Investment Corp [Member] | Warrant [Member] | ||||
Warrant to purchase of common stock | 2,308,405 | |||
Warrant to purchase of common stock price per share | $ 0.27 | |||
Warrant term | 3 years | |||
Offering exercisable term description | 2018 Offering, exercisable for three years from January 1, 2018, if and when the conversion option is exercised. | |||
Amendment Agreement [Member] | EuroAmerican Investment Corp [Member] | ||||
Note payable other | $ 300,000 | |||
Debt extended due date | Dec. 31, 2018 | |||
Debt conversion price | $ 0.21 | |||
Number of common stock, shares converted | 2,479,364 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Total Related Party Notes Payable | $ 193,000 | |
Total Other Notes Payable | 346,866 | 318,393 |
Fountainhead Capital Management Limited and Peter Zachariou [Member] | ||
Total Related Party Notes Payable | 193,000 | |
Other Notes Payable [Member] | ||
Total Other Notes Payable | 300,000 | 300,000 |
Insurance Policy Finance Agreements [Member] | ||
Total Other Notes Payable | $ 46,866 | $ 18,393 |
Notes Payable - Summary of No_2
Notes Payable - Summary of Notes Payable (Details) (Parenthetical) - USD ($) | Mar. 25, 2011 | Sep. 30, 2018 | Dec. 31, 2017 |
Related party notes payable | $ 193,000 | ||
EuroAmerican Investment Corp [Member] | |||
Notes interest rate | 16.00% | ||
Term notes | $ 300,000 | ||
Debt due date | Jun. 25, 2011 | ||
Debt extended due date | Dec. 31, 2018 | ||
Fountainhead Capital Management Limited and Peter Zachariou [Member] | |||
Related party notes payable | $ 193,000 | ||
Notes interest rate | 10.00% | ||
Interest rate description | The notes bear interest at 10% per annum and are payable on the earlier of one year or five days following the delivery of written demand for payment by the Payee. |
Segment Reporting, Geographic_3
Segment Reporting, Geographical Information (Details Narrative) | 9 Months Ended |
Sep. 30, 2018Number | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting, Geographic_4
Segment Reporting, Geographical Information - Schedule of Business Segments Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Total Revenue | $ 456,213 | $ 379,073 | $ 1,082,979 | $ 1,115,155 | |
Total Gross Profit | 409,413 | 323,741 | 959,849 | 972,402 | |
Total Assets | 1,409,812 | 1,409,812 | $ 1,449,457 | ||
Vycor Medical [Member] | |||||
Total Revenue | 399,450 | 326,843 | 930,553 | 949,053 | |
Total Gross Profit | 357,674 | 277,324 | 821,240 | 824,176 | |
Total Assets | 1,005,504 | 1,005,504 | 977,145 | ||
NovaVision [Member] | |||||
Total Revenue | 56,763 | 52,230 | 152,426 | 166,102 | |
Total Gross Profit | 51,739 | $ 46,417 | 138,609 | $ 148,226 | |
Total Assets | $ 404,308 | $ 404,308 | $ 472,312 |
Segment Reporting, Geographic_5
Segment Reporting, Geographical Information - Summary of Geographic Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Total Revenue | $ 456,213 | $ 379,073 | $ 1,082,979 | $ 1,115,155 | |
Total Gross Profit | 409,413 | 323,741 | 959,849 | 972,402 | |
Total Assets | 1,409,812 | 1,409,812 | $ 1,449,457 | ||
United States [Member] | |||||
Total Revenue | 425,800 | 352,109 | 1,002,923 | 1,033,087 | |
Total Gross Profit | 382,006 | 300,687 | 889,190 | 899,298 | |
Total Assets | 1,234,469 | 1,234,469 | 1,263,197 | ||
Europe [Member] | |||||
Total Revenue | 30,413 | 26,964 | 80,056 | 82,068 | |
Total Gross Profit | 27,407 | $ 23,054 | 70,659 | $ 73,104 | |
Total Assets | $ 175,343 | $ 175,343 | $ 186,260 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Apr. 20, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Common stock issued to related party for payment of accrued fees | $ 225,000 | $ 0 | ||||
Number of common stock shares issued on cashless exercise | 1,113,936 | |||||
Number of warrants to purchase shares of common stock | 3,111,560 | |||||
Weighted-average remaining contractual life of outstanding warrants | 1 year 4 months 9 days | |||||
Weighted-average remaining contractual life of outstanding options | 1 year 7 months 10 days | |||||
Fountainhead [Member] | Consulting Agreement [Member] | ||||||
Common stock shares issued to related party for payment of accrued fees | 1,669,056 | |||||
Common stock issued to related party for payment of accrued fees | $ 583,500 | $ 225,000 | ||||
Number of options to purchase shares of common stock | 660,000 | 660,000 | ||||
Options vesting period description | These options will vest on April 1, 2019 subject to the achievement of certain milestones by March 31, 2019. | |||||
Non Employee Directors [Member] | ||||||
Shares issued for services | 174,580 | |||||
Value of shares issued for services | $ 63,000 |
Equity - Schedule of Warrants a
Equity - Schedule of Warrants and Options (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Stock Option [Member] | |
Number of shares Outstanding, Beginning Balance | shares | 725,557 |
Number of shares, Granted | shares | 680,000 |
Number of shares, Exercised | shares | |
Number of shares, Cancelled or expired | shares | (25,557) |
Number of shares Outstanding, Ending Balance | shares | 1,380,000 |
Weighted average exercise price per share, Outstanding, Beginning Balance | $ / shares | $ 0.95 |
Weighted average exercise price per share, Granted | $ / shares | 0.28 |
Weighted average exercise price per share, Exercised | $ / shares | |
Weighted average exercise price per share, Cancelled or expired | $ / shares | 5.97 |
Weighted average exercise price per share, Outstanding, Ending balance | $ / shares | $ 0.53 |
Warrant [Member] | |
Number of shares Outstanding, Beginning Balance | shares | 6,929,386 |
Number of shares, Granted | shares | |
Number of shares, Exercised | shares | (3,111,560) |
Number of shares, Cancelled or expired | shares | (100,000) |
Number of shares Outstanding, Ending Balance | shares | 3,717,826 |
Weighted average exercise price per share, Outstanding, Beginning Balance | $ / shares | $ 0.31 |
Weighted average exercise price per share, Granted | $ / shares | |
Weighted average exercise price per share, Exercised | $ / shares | 0.28 |
Weighted average exercise price per share, Cancelled or expired | $ / shares | 2.56 |
Weighted average exercise price per share, Outstanding, Ending balance | $ / shares | $ 0.27 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Issuances of common stock | $ 842,207 | |
Total unrecognized compensation costs | 0 | |
Stock Option [Member] | ||
Issuances of common stock | $ 86,754 | |
Number of issuance of options | 660,000 | |
Directors [Member] | Deferred Compensation Plan [Member] | ||
Stock granted but not issued | $ 63,000 | 63,000 |
Fountainhead [Member] | ||
Number of option granted | 216,582 | 86,754 |
Employees [Member] | ||
Share-based compensation | 4,871 | 1,609 |
Non-employee [Member] | ||
Share-based compensation | $ 487,254 | $ 420,696 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Assumptions Used in Calculations of Black-Scholes Option Pricing Model (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Risk-free interest rates | 1.50% | |
Expected life | 1 year 6 months | |
Expected dividends | 0.00% | 0.00% |
Expected volatility | 104.00% | |
Vycor Common Stock fair value | $ 0.20 | |
Minimum [Member] | ||
Risk-free interest rates | 1.72% | |
Expected life | 1 year 6 months | |
Expected volatility | 102.00% | |
Vycor Common Stock fair value | $ 0.20 | |
Maximum [Member] | ||
Risk-free interest rates | 2.41% | |
Expected life | 4 years | |
Expected volatility | 107.00% | |
Vycor Common Stock fair value | $ 0.49 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2012USD ($) | Jun. 30, 2012EUR (€) | |
Rent expense | $ 5,700 | |||
Lease termination date | Sep. 30, 2020 | |||
Trade tax | $ 85,000 | |||
Euro Currency [Member] | ||||
Trade tax | € | € 75,000 | |||
Germany [Member] | ||||
Rent expense | $ 74,784 | $ 134,229 |
Consulting and Other Agreemen_2
Consulting and Other Agreements (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2018 | |
Stock option cash | $ 492,125 | $ 309,805 | ||||||
2018 Stock Option Plan [Member] | Fountainhead [Member] | ||||||||
Number of options to purchase shares of common stock | 660,000 | 660,000 | ||||||
Common stock options exercise price | $ 0.46 | $ 0.27 | $ 0.46 | $ 0.27 | $ 0.46 | |||
Vesting period description | Vesting of these options is subject to the achievement of certain milestones by March 31, 2019. | These options became fully vested in June 2018 following the achievement of the milestones. | ||||||
Fountainhead Consulting Agreement [Member] | March 2017 and Effective April 1, 2017 [Member] | ||||||||
Payment of fees | 450,000 | |||||||
Stock option cash | $ 5,000 | |||||||
Fountainhead Consulting Agreement [Member] | March 2017 and Effective April 1, 2017 [Member] | 2008 Stock Option Plan [Member] | ||||||||
Common stock exercise price | $ 0.27 | |||||||
Number of options to purchase shares of common stock | 660,000 | |||||||
Fountainhead Consulting Agreement [Member] | March 2017 and Effective April 1, 2017 [Member] | Private Placement [Member] | ||||||||
Common stock exercise price | $ 0.21 | |||||||
Consulting Agreement [Member] | Fountainhead [Member] | ||||||||
Number of options to purchase shares of common stock | 660,000 | 660,000 | ||||||
Aggregate fee received | $ 337,500 | $ 225,000 | ||||||
Issuance of shares of common stock | 963,215 | 705,841 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2018 | Jan. 24, 2018 | |
Common stock issued to related party for payment of accrued fees | $ 225,000 | $ 0 | |||||||
Fountainhead [Member] | Consulting Agreement [Member] | |||||||||
Stock based granted options | 660,000 | 660,000 | |||||||
Issuance of shares of common stock | 963,215 | 705,841 | |||||||
Common stock issued to related party for payment of accrued fees | $ 583,500 | $ 225,000 | |||||||
Aggregate fee received | 337,500 | 225,000 | |||||||
Fountainhead [Member] | 2018 Stock Option Plan [Member] | |||||||||
Stock based granted options | 660,000 | 660,000 | |||||||
Common stock options exercise price | $ 0.46 | $ 0.27 | $ 0.46 | $ 0.27 | $ 0.46 | ||||
Vesting period description | Vesting of these options is subject to the achievement of certain milestones by March 31, 2019. | These options became fully vested in June 2018 following the achievement of the milestones. | |||||||
Preferred D Stock[Member] | |||||||||
Aggregate dividends | 324,370 | ||||||||
Preferred D Stock[Member] | Related Party [Member] | |||||||||
Aggregate dividends | 309,424 | ||||||||
EuroAmerican [Member] | |||||||||
Debt instrument face value | $ 300,000 | ||||||||
Fountainhead [Member] | |||||||||
Unsecured loan notes issued | $ 163,000 | ||||||||
Unsecured loan notes interest rate | 10.00% | ||||||||
Debt term | 1 year | ||||||||
Fountainhead [Member] | Consulting Agreement [Member] | |||||||||
Issuance of shares of common stock | 1,669,056 | ||||||||
Common stock issued to related party for payment of accrued fees | $ 562,500 | ||||||||
Aggregate fee received | $ 225,000 | ||||||||
Fountainhead [Member] | Directors [Member] | |||||||||
Equity ownership percentage | 52.00% | ||||||||
Fountainhead [Member] | Directors [Member] | Preferred D Stock[Member] | |||||||||
Equity ownership percentage | 70.00% | ||||||||
Peter Zachariou [Member] | |||||||||
Unsecured loan notes issued | $ 30,000 | ||||||||
Unsecured loan notes interest rate | 10.00% | ||||||||
Debt term | 1 year |
Concentration (Details Narrativ
Concentration (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Sales [Member] | One International Distributor [Member] | |||||
Concentration risk, percentage | 25.00% | 29.00% | 10.00% | 17.00% | |
Sales [Member] | Two International Distributor [Member] | |||||
Concentration risk, percentage | 11.00% | ||||
Sales [Member] | Three International Distributor [Member] | |||||
Concentration risk, percentage | 11.00% | ||||
Accounts Receivable [Member] | One International Distributor [Member] | |||||
Concentration risk, percentage | 42.00% | ||||
Accounts Receivable [Member] | International Distributor One [Member] | |||||
Concentration risk, percentage | 12.00% | ||||
Accounts Receivable [Member] | International Distributor Two [Member] | |||||
Concentration risk, percentage | 16.00% |