SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Liquidity We have historically incurred losses from operations and we may continue to generate negative cash flows as we implement our business plan. Our condensed consolidated financial statements are prepared using US GAAP as applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. In December 2016, we entered into a draw loan note and agreement (the “Dow Facility”) with The Dow Chemical Company (“Dow”) to provide up to $10 million of secured debt financing at an interest rate of 5% per year, drawable at our request under certain conditions. We received $2 million at closing, $1 million on July 18, 2017, and $1 million on September 22, 2017. We currently have $1 million of additional funding available on or before December 1, 2017 under the Dow Facility. After December 1, 2017, an additional $5 million becomes available under the Dow Facility if we have raised $10 million of equity capital after October 31, 2016. As of November 10, 2017, we had cash on hand of $1,226,776 and currently available funds of $1 million under the Dow Facility. Our financial projections show that we may need to raise an additional $6-8 million before we are capable of achieving sustainable free cash flow after capital expenditures. We intend that the primary means for raising such funds will be through our IPO, the additional $1 million of currently available funds under the Dow Facility, and up to an additional $5 million of proceeds from the Dow Facility in the event that we raise $10 million of additional equity capital after October 31, 2016. Thus far, we have raised approximately $3 million through the sale of 376,078 shares of common stock between November 1, 2016 and September 30, 2017 towards the requirement to raise $10 million of additional equity capital in order to open up the remaining $5 million of availability on the Dow Facility. There can be no assurance that we will be able to raise additional equity capital in the IPO or in subsequent equity offerings or that the terms and conditions of any future financings will be workable or acceptable to us and our stockholders. In the event we are unable to fund our operations from existing cash on hand, operating cash flows, additional borrowings or raising equity capital, we may be forced to reduce our expenses, slow down our growth rate, or discontinue operations. Our condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, together with amounts disclosed in the related notes to the financial statements. Actual results and outcomes may differ from our estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these condensed consolidated financial statements include, but are not limited to, those related to revenue, accounts receivable and related allowances, contingencies, useful lives and recovery of long-term assets, including intangible assets, income taxes, the fair value of stock-based compensation. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected in the financial statements prospectively from the date of the change in estimate. Inventory Inventory consists of raw materials and finished goods, all of which are valued at standard cost, which approximates average cost. The following amounts were included in inventory at the end of the period: September 30, December 31, 2017 2016 Raw materials $ 48,450 $ 45,964 Finished goods 144,773 160,009 Total $ 193,223 $ 205,973 Derivative Financial Instruments We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. The terms of convertible preferred stock and convertible notes that we issue are reviewed to determine whether or not they contain embedded derivative instruments that are required by ASC 815: “Derivatives and Hedging” to be accounted for separately from the host contract, and recorded at fair value. In addition, freestanding warrants are also reviewed to determine if they achieve equity classification. Certain stock warrants that we have issued did not meet the conditions for equity classification and were classified as derivative instrument liabilities measured at fair value. The fair values of these derivative liabilities were revalued at each reporting date, with the change in fair value recognized in earnings. See Note 5 for additional information. In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities From Equity (Topic 480), Derivatives and Hedging (Topic 815) (“ASU 2017-11”) Three months ended September 30, 2016 As previously As reported Adjusted Operating loss $ (1,331,390 ) $ (1,331,390 ) Other income (expense): Interest expense, net (56,013 ) (55,816 ) Gain from change in fair value of derivative warrants 108,056 26,738 Government incentives 24,197 24,000 Loss on disposal of intangible assets (18,609 ) (18,609 ) Total other income (expense) 57,631 (23,687 ) Net loss $ (1,273,759 ) $ (1,355,077 ) Nine months ended September 30, 2016 As previously As reported Adjusted Operating loss $ (4,143,207 ) $ (4,143,207 ) Other income (expense): Interest expense, net (241,011 ) (240,588 ) Gain from change in fair value of derivative warrants 340,669 50,799 Government incentives 72,423 72,000 Loss on disposal of intangible assets (18,609 ) (18,609 ) Total other income (expense) 153,472 (136,398 ) Net loss $ (3,989,735 ) $ (4,279,605 ) The impact to the balance sheet as of December 31, 2016 is as follows: As previously As reported Adjusted Derivative liability-warrants $ 7,900,249 $ 249,807 Total long-term liabilities $ 9,877,475 $ 2,227,033 Total liabilities $ 11,117,327 $ 3,466,885 Series A convertible preferred stock $ 21,634,597 $ 21,574,360 Accumulated deficit $ (48,899,530 ) $ (41,188,851 ) Total stockholders’ (deficit) equity $ (5,126,864 ) $ 2,523,578 Total liabilities and stockholder’s deficit $ 5,990,463 $ 5,990,463 |