Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 15, 2019 | Jun. 29, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | BioCorRx Inc. | ||
Entity Central Index Key | 0001443863 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 30,027,140 | ||
Entity Common Stock, Shares Outstanding | 3,030,124 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 279,772 | $ 11,342 |
Accounts receivable, net | 8,000 | 29,950 |
Prepaid expenses | 31,458 | 13,210 |
Total current assets | 319,230 | 54,502 |
Property and equipment, net | 44,369 | 19,012 |
Other assets: | ||
Patents | 15,200 | |
Intellectual property, net | 236,000 | 251,963 |
Deposits, long term | 13,422 | 13,422 |
Total other assets | 264,622 | 265,385 |
Total assets | 628,221 | 338,899 |
Current liabilities: | ||
Accounts payable and accrued expenses, including related party payables of $32,318 and $62,241, respectively | 1,554,652 | 1,199,536 |
Deferred revenue, short term | 209,474 | 237,347 |
Settlement payable | 15,000 | |
Convertible notes payable, short term, net of debt discount | 3,503,769 | |
Notes payable, short term portion, net of debt discounts of $127,419 | 672,581 | |
Notes payable, related party | 186,590 | 186,590 |
Total current liabilities | 6,127,066 | 1,638,473 |
Long term debt: | ||
Deferred revenue, long term | 207,523 | 401,346 |
Convertible notes payable, long term, net of debt discount | 2,016,041 | |
Warrant liability | 175,975 | |
Total long term debt | 207,523 | 2,593,362 |
Total liabilities | 6,334,589 | 4,231,835 |
Commitments and contingencies (Note 17) | ||
Deficit: | ||
Preferred stock value | 16,000 | 16,000 |
Common stock, $0.001 par value; 525,000,000 shares authorized, 244,086,285 and 181,804,501 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 2,597 | 2,441 |
Common stock subscribed | 100,000 | 100,000 |
Additional paid in capital | 49,418,356 | 44,823,541 |
Accumulated deficit | (55,176,450) | (48,840,534) |
Total stockholders’ deficit attributable to BioCorRx, Inc. | (5,633,881) | (3,892,936) |
Non-controlling interest | (72,487) | |
Total deficit | (5,706,368) | (3,892,936) |
Total liabilities and deficit | 628,221 | 338,899 |
Series B Preferred Stock [Member] | ||
Deficit: | ||
Preferred stock value | $ 5,616 | $ 5,616 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current liabilities: | ||
Related party payables | $ 32,318 | $ 62,241 |
Notes payable, debt discounts | $ 127,419 | |
Stockholders' deficit: | ||
Preferred Stock, No Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 600,000 | 600,000 |
Preferred Stock, Shares Issued | 80,000 | 80,000 |
Preferred Stock, Shares Outstanding | 80,000 | 80,000 |
Preferred Stock, Shares Designated | 80,000 | 80,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Shares Issued | 2,597,347 | 2,440,863 |
Common Stock, Shares Outstanding | 2,597,347 | 2,440,863 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock, Shares Issued | 160,000 | 160,000 |
Preferred Stock, Shares Outstanding | 160,000 | 160,000 |
Preferred Stock, Shares Designated | 160,000 | 160,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements Of Operations | ||
Revenues, net | $ 376,656 | $ 657,271 |
Operating expenses: | ||
Cost of implants and other costs | 170,953 | 323,608 |
Research and development | 151,768 | 450,722 |
Selling, general and administrative | 4,422,600 | 2,739,967 |
Impairment of acquired license | 250,000 | |
Depreciation and amortization | 7,353 | 33,888 |
Total operating expenses | 5,002,674 | 3,548,185 |
Loss from operations | (4,626,018) | (2,890,914) |
Other income (expenses): | ||
Interest expense, net | (1,959,207) | (11,148,525) |
Gain on settlement of debt | 847 | 296,592 |
Gain (loss) on change in fair value of derivative liability | (15,962,822) | |
Total other income (expenses) | (1,958,360) | (26,814,755) |
Net loss before provision for income taxes | (6,584,378) | (29,705,669) |
Income taxes | ||
Net Loss | (6,584,378) | (29,705,669) |
Non-controlling interest | 72,487 | |
NET LOSS ATTRIBUTIBLE TO BIOCORRX, INC. | $ (6,511,891) | $ (29,705,669) |
Net loss per common share, basic and diluted | $ (2.60) | $ (12.77) |
Weighted average number of common shares outstanding, basic and diluted | 2,506,229 | 2,326,786 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT - USD ($) | Preferred Stock | Series B Preferred stock | Common Stock | Common Stock, Subscribed | Additional Paid-In Capital | Accumulated Deficit | Non-Controlling Interest | Total |
Beginning balance, Amount at Dec. 31, 2016 | $ 16,000 | $ 5,616 | $ 1,818 | $ 100,000 | $ 10,881,103 | $ (19,134,865) | $ (8,130,328) | |
Beginning balance, Shares at Dec. 31, 2016 | 80,000 | 160,000 | 1,818,045 | |||||
Common stock issued for services rendered, Amount | $ 49 | 431,279 | 431,628 | |||||
Common stock issued for services rendered, Shares | 49,531 | |||||||
Common stock issued in settlement of convertible debt , Amount | $ 137 | 1,366,063 | 1,366,200 | |||||
Common stock issued in settlement of convertible debt , Shares | 136,620 | |||||||
Sale of common stock, Amount | $ 437 | 939,563 | 940,000 | |||||
Sale of common stock, Shares | 436,667 | |||||||
Common stock issuable for services rendered, Amount | 80,000 | 80,000 | ||||||
Reclassify fair value of debt derivative at modification of note payable | 30,806,073 | 30,806,073 | ||||||
Fair value of vested options | 319,460 | 319,460 | ||||||
Fair value of warrants issued in connection with notes payable | ||||||||
Net loss | (29,705,669) | (29,705,669) | ||||||
Ending balance, Amount at Dec. 31, 2017 | $ 16,000 | $ 5,616 | $ 2,441 | 100,000 | 44,823,541 | (48,840,534) | (3,892,936) | |
Ending balance, Shares at Dec. 31, 2017 | 80,000 | 160,000 | 2,440,863 | |||||
Sale of common stock, Amount | $ 75 | 1,399,925 | 1,400,000 | |||||
Sale of common stock, Shares | 75,000 | |||||||
Common stock issuable for services rendered, Amount | $ 40 | 457,690 | 457,730 | |||||
Common stock issuable for services rendered, Shares | 40,248 | |||||||
Fair value of vested options | 2,349,427 | 2,349,427 | ||||||
Effect of adoption of ASU 2017-11, Revenue from Contracts with Customers | 175,975 | 175,975 | ||||||
Common stock issued for services accrued in 2017, Amount | $ 10 | (10) | ||||||
Common stock issued for services accrued in 2017, Shares | 10,000 | |||||||
Common stock issued in connection with notes payable, Amount | $ 6 | 61,744 | 61,750 | |||||
Common stock issued in connection with notes payable, Shares | 6,000 | |||||||
Common stock issued in connection with note payable extension, Amount | $ 1 | 11,999 | 12,000 | |||||
Common stock issued in connection with note payable extension, Shares | 1,000 | |||||||
Common stock issued to settle outstanding accounts payable, Amount | $ 4 | 29,649 | 29,653 | |||||
Common stock issued to settle outstanding accounts payable, Shares | 4,236 | |||||||
Common stock issued to acquire intellectual property, Amount | $ 20 | 225,980 | 226,000 | |||||
Common stock issued to acquire intellectual property, Shares | 20,000 | |||||||
Fair value of warrants issued in connection with notes payable | 58,411 | 58,411 | ||||||
Net loss | (6,511,891) | (72,487) | (6,584,378) | |||||
Ending balance, Amount at Dec. 31, 2018 | $ 16,000 | $ 5,616 | $ 2,597 | $ 100,000 | $ 49,418,356 | $ (55,176,450) | $ (72,487) | $ (5,706,368) |
Ending balance, Shares at Dec. 31, 2018 | 80,000 | 160,000 | 2,597,347 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,584,378) | $ (29,705,669) |
Adjustments to reconcile net loss to cash flows used in operating activities: | ||
Depreciation and amortization | 7,353 | 33,888 |
Bad debt expense | 24,750 | 25,750 |
Non cash interest | 9,363,244 | |
Amortization of debt discount | 1,530,470 | 1,461,054 |
Impairment of licensing agreement | 250,000 | |
Stock based compensation | 2,807,157 | 830,788 |
Common stock issued with loan extension | 12,000 | |
Gain on settlement of debt | (847) | (296,592) |
Change in fair value of derivative liabilities | 15,962,822 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,800) | (55,700) |
Prepaid expenses and other current assets | (18,248) | (4,810) |
Security deposit | 4,212 | |
Accounts payable and accrued expenses | 385,616 | 548,189 |
Settlement payable | (15,000) | (300,000) |
Deferred revenue | (221,696) | (407,571) |
Net cash used in operating activities | (1,825,623) | (2,540,395) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of patent | (15,200) | |
Purchase of intellectual property | (10,000) | |
Purchase of equipment | (30,747) | (2,970) |
Net cash used in investing activities | (55,947) | (2,970) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 1,400,000 | 940,000 |
Proceeds from notes payable | 750,000 | |
Proceeds from convertible notes payable | 1,660,000 | |
Repayments of notes payable | (187,748) | |
Net cash provided by financing activities | 2,150,000 | 2,412,252 |
Net increase (decrease) in cash and restricted cash | 268,430 | (131,113) |
Cash, beginning of the period | 11,342 | 142,455 |
Cash and restricted cash, end of period | 279,772 | 11,342 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 10,507 | |
Taxes paid | ||
Non cash financing activities: | ||
Reclassify fair value of debt derivative at note modification | 30,806,073 | |
Common stock issued in connection with issuance of notes payable | 61,750 | 220,000 |
Common stock issued to acquire intellectual property | 226,000 | |
Fair value of warrants issued in connection with notes payable | 58,411 | |
Reclassify fair value of warrant liability upon adoption of ASU 2017-11 | 175,975 | |
Common stock issued to settle outstanding accounts payable | $ 29,653 |
BUSINESS
BUSINESS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 1 - BUSINESS | BioCorRx Inc., through its subsidiaries, provides an innovative alcoholism and opioid addiction treatment program called the BioCorRx® Recovery Program, as well as research and development of related products BICX101 and BICX102 that can empower patients to succeed in their overall recovery. We offer a unique treatment philosophy that combines medical intervention and a proprietary cognitive behavioral therapy (CBT) program (plus peer support program) specifically tailored for the treatment of alcoholism and other substance abuse addictions for those receiving long-term naltrexone treatment. We are also engaged in the research and development of sustained release naltrexone products for the treatment of addiction and other possible disorders. Specifically, the company is developing an injectable and implantable naltrexone with the goal of future regulatory approval with the Food and Drug Administration. On January 7, 2014, the Company changed its name from Fresh Start Private Management, Inc. to BioCorRx Inc. In addition, effective February 20, 2014, the Company’s quotation symbol on the Over-the-Counter Bulletin Board was changed from CEYY to BICX. On July 28, 2016, the Company formed BioCorRx Pharmaceuticals, Inc., a Nevada Corporation, for the purpose of developing certain business lines. In connection with the formation, the newly formed sub issued 24.2% ownership to officers of the Company with the Company retaining 75.8%. As of December 31, 2017, there were certain licensing rights with a carrying value of $250,000 and no significant liabilities in BioCorRx Pharmaceuticals, Inc., or operations since its formation. In 2018, BioCorRx Pharmaceuticals, Inc. began operating activities (Note 16). Effective January 22, 2019, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 100 shares of common stock. As a result, 259,984,655 shares of the Company’s common stock were exchanged for 2,599,847 shares of the Company’s common stock. These consolidated financial statements have been retroactively restated to reflect the reverse stock split (See Note 12). |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 2 - SIGNIFICANT ACCOUNTING POLICIES | Basis of presentation The consolidated financial statements include the accounts of BioCorRx Inc. and its wholly owned subsidiary, Fresh Start Private, Inc. and its majority owned subsidiary, BioCorRx Pharmaceuticals, Inc. (hereafter referred to as the “Company” or “BioCorRx”). All significant intercompany balances and transactions have been eliminated in consolidation. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 606. A five-step analysis a must be met as outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. There were no changes to our revenue recognition policy from the adoption of ASC 606. The Company’s net sales are disaggregated by product category. The sales/access fees consist of product sales. The licensee / distribution rights income consists of the income recognized from the amortization of distribution agreements entered into for our products. The following table presents our net sales by product category for the year ended December 31, 2018 and 2017: 2018 2017 Sales/access fees $ 129,960 $ 174,700 Distribution rights income 246,696 482,571 Net sales $ 376,656 $ 657,271 Deferred revenue: We license proprietary products and protocols to customers under licensing agreements that allow those customers to utilize the products and protocols in services they provide to their customers. The timing and amount of revenue recognized from license agreements depends upon a variety of factors, including the specific terms of each agreement. Such agreements are reviewed for multiple performance obligations. Performance obligations can include amounts related to initial non-refundable license fees for the use of our products and protocols and additional royalties on covered services. The Company granted license and sub-license agreements for various regions or States in the United States allowing the licensee to market, distribute and sell solely in the defined license territory, as defined, the products provided by the Company. The agreements are granted for a defined period or perpetual and are effective as long as annual milestones are achieved. Terms for payments for licensee agreements vary from full cash payment to defined terms. In cases where license or sub-license fees are uncollected or deferred; the Company nets those uncollected fees with the deferred revenue for balance sheet presentation. The Company amortizes license fees over the shorter of the economic life of the related contract life or contract terms for each licensee. The following table presents the changes in deferred revenue, reflected as current and long term liabilities on the Company’s consolidated balance sheet: Balance as of December 31, 2016 $ 1,046,264 Cash payments received 75,000 Net sales recognized (482,571 Balance as of December 31, 2017: 638,693 Short term 237,347 Long term 401,346 Total as of December 31, 2017 638,693 Cash payments received 25,000 Net sales recognized (246,696 ) Balance as of December 31, 2018 416,997 Less short term 209,474 Long term $ 207,523 Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of other equity and debt instruments, fair value of intangible assets, useful lives of assets and allowance for doubtful accounts. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity date of three months or less as cash equivalents. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. At December 31, 2018 and 2017, the Company’s deposits in excess of the FDIC limit were $29,772 and $0, respectively. Accounts Receivable Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $12,500 and $105,000 as of December 31, 2018 and 2017, respectively. Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2018 and December 31, 2017. The respective carrying value of certain financial instruments approximated their fair values. These financial instruments include cash, stock based compensation and notes payable. The fair value of the Company’s convertible securities is based on management estimates and reasonably approximates their book value. See Footnote 9 and 11 for derivative liabilities and Footnote 12 and 13 for stock based compensation and other equity instruments. Segment Information Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life, which is five years for furniture and all other equipment. Expenditures for maintenance and repairs are expensed as incurred. Patents Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually. The Company’s intangible assets with finite lives are patent costs, which are amortized over their economic or legal life, whichever is shorter. Long-Lived Assets The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 15 years. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. At December 31, 2018, the Company management performed an evaluation of its acquired intangible assets for purposes of determining the implied fair value of the assets at December 31, 2018. The tests indicated that the recorded remaining book value of its acquired license from TheraKine ltd. (Note 5) exceeded its fair value for the year ended December 31, 2018 and accordingly recorded on impairment loss of $250,000 and reduced the carrying value to $0. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates. Net (loss) Per Share The Company accounts for net income (loss) per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss share is calculated by including any potentially dilutive share issuances in the denominator. As of December 31, 2018 and 2017, potentially dilutive shares issuances were comprised of convertible notes, warrants and stock options. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding for the year ended December 31, 2018 and 2017, as they would be anti-dilutive: 2018 2017 Shares underlying options outstanding 791,850 478,850 Shares underlying warrants outstanding 85,250 24,300 Shares underlying convertible notes outstanding 1,312,500 1,312,500 2,189,600 1,815,650 Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged to operations $88,912 and $134,217 as advertising costs for the year ended December 31, 2018 and 2017, respectively. Research and development costs The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $151,768 and $450,722 for the year ended December 31, 2018 and 2017, respectively. Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2018 and 2017, the Company did not have any derivative instruments that were designated as hedges. In 2017 and prior and in accordance with ASC 815, certain convertible notes and warrants with anti-dilutive provisions were deemed to be derivatives. The value of the derivative instrument will fluctuate with the price of the Company’s common stock and is recorded as a current liability on the Company’s Consolidated Balance Sheet. The change in the value of the liability is recorded as “unrealized gain (loss) on derivative liability” on the Consolidated Statements of Operations. Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. On January 1, 2018, the Company adopted ASU 2017-11 by electing the retrospective method to the outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the fiscal year. Accordingly, the Company reclassified the fair value of the reset provisions embedded in previously issued warrants with embedded anti-dilutive provisions from liability to equity (accumulated deficit) in aggregate of $175,975. Stock Based Compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the arms-length private placement transaction nearest the measurement date (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. As of December 31, 2018, there were 791,850 stock options outstanding, of which 634,350 were vested and exercisable. As of December 31, 2017, there were 478,500 stock options outstanding, of which 231,000 were vested and exercisable. Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is more likely than not that these deferred income tax assets will not be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2018 and 2017, the Company has not recorded any unrecognized tax benefits. Recent Accounting Pronouncements In February 2016, the FASB established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard will have a material effect on the Company’s financial statements. The most significant effects of adoption relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; and (2) providing significant new disclosures about its leasing activities. Upon adoption, the Company will recognize additional operating lease liabilities, net of deferred rent, of approximately $25,000 based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company expects to recognize corresponding ROU assets of approximately $25,000. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company will elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Beginning in 2019, the Company expects changes to its disclosed lease recognition policies and practices, as well as to other related financial statement disclosures due to the adoption of this standard. These revised disclosures will be made in the Company’s first quarterly report in 2019. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
GOING CONCERN AND MANAGEMENT'S
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 3 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | As of December 31, 2018, the Company had cash of $279,772 and working capital deficit of $5,807,836. During the year ended December 31, 2018, the Company used net cash in operating activities of $1,825,623. The Company has not yet generated any significant revenues, and has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. During the year ended December 31, 2018, the Company raised $750,000 in cash proceeds from the issuance of notes payable and $1,400,000 proceeds from the sale of common stock. The Company believes that its current cash on hand will not be sufficient to fund its projected operating requirements. The Company’s primary source of operating funds since inception has been from proceeds from private placements of convertible and other debt and the sale of common stock. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 4 - PROPERTY AND EQUIPMENT | The Company’s property and equipment at December 31, 2018 and 2017: 2018 2017 Office equipment $ 34,234 $ 34,234 Computer equipment 5,544 5,544 Manufacturing equipment 30,747 - 70,525 39,778 Less accumulated depreciation (26,156 ) (20,766 ) $ 44,369 $ 19,012 Depreciation expense charged to operations amounted to $5,390 and $6,122, respectively, for the year ended December 31, 2018 and 2017, respectively. |
INTELLECTUAL PROPERTY_ LICENSIN
INTELLECTUAL PROPERTY/ LICENSING RIGHTS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 5 - INTELLECTUAL PROPERTY/ LICENSING RIGHTS | On January 26, 2016, the Company entered into an asset purchase agreement to acquire intellectual and contractual rights for all of North America with the option for Central and South America for Naltrexone Implants formulas created by the Seller for 24 months upon receipt of the intellectual property for a fee of $55,648. The Company, within the first 12 months has the right to purchase perpetual rights for above territories for a one-time fee, financed over 5 years. The rights are amortized over the 24 month contract life. Amortization charged to operations amounted to $1,963 and $27,767 for the year ended December 31, 2018 and 2017, respectively. On July 28, 2016, the Company and Therakine, Ltd., an Irish private company limited by shares (“Therakine”), entered into a Development, Commercialization and License Agreement (the “Agreement”). Therakine has know-how and patents related to sustained release drug delivery technology (the “Technology”). Pursuant to the Agreement, Therakine granted the Company an exclusive license to utilize the Technology in developing injectable naltrexone products to treat patients suffering addiction to opioids, methamphetamines, cocaine, or alcohol. The Company is permitted to sell on a worldwide basis the products that utilize the Technology. The Agreement expires when the Company’s last valid claim to Therakine’s patents expires. Upon expiration of the Agreement, the licenses granted will become irrevocable and fully paid up. The Company agreed to pay, in return for the license to the Technology, up to $2,750,000 in milestone payments and royalties ranging from 5% to 12% of net sales of products that use the Technology with aggregate payments per year of not less than $250,000. The Company is also required to pay a percentage of any sublicense income it receives related to products that use the Technology. In the event Therakine enters into a license agreement with a third party for products unrelated to injectable naltrexone that use the Technology, Therakine will pay the Company a percentage of its income from these products. As of December 31, 2018 and 2017, the Company has paid an aggregate of $250,000 of which includes $75,000 that was previously held in escrow until certain drug levels were met. In 2016, the Company assigned and Therakine agreed to assign the rights under the Therakine Agreement, to BioCorRx Pharmaceuticals, Inc., the Company majority owned subsidiary. At December 31, 2018, the Company management performed an evaluation of its acquired intangible assets for purposes of determining the implied fair value of the assets at December 31, 2018. The tests indicated that the recorded remaining book value of its acquired license exceeded its fair value for the year ended December 31, 2018 and accordingly recorded on impairment loss of $250,000 and reduced the carrying value to $0. Effective August 20, 2018, the Company purchased all the worldwide rights of Naltrexone Implants formula(s) with with exception of New Zealand and Australia from Trinity Compound Solutions, Inc for $10,000 and 20,000 shares of its common stock for an aggregate purchase price of $236,000. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consisted of the following as of December 31, 2018 and 2017: 2018 2017 Accounts payable $ 656,354 $ 714,823 Interest payable on notes payable 898,234 483,075 Deferred rent 764 1,638 $ 1,554,652 $ 1,199,536 During the year ended December 31, 2018, the Company issued an aggregate of 4,236 shares of common stock in settlement of outstanding accounts payable. In connection with the settlement, the Company incurred a gain on settlement of debt of $847. |
SETTLEMENT PAYABLE
SETTLEMENT PAYABLE | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 7 - SETTLEMENT PAYABLE | On March 9, 2016, Jorge Andrade (former Company’s Chief Executive Officer) and Terranautical Global Investments, Inc. filed with the Eighth Judicial District Court in Clark County, Nevada a lawsuit claiming unpaid compensation, bonuses and previous loans in aggregate of $316,000 plus accrued interest and damages. On March 21, 2016, the Plaintiff and the Company entered into a settlement agreement whereby the Company agreed to settle for a cash payment of $250,000 due December 16, 2016. On March 8, 2017, the settlement agreement was amended with an initial payment of $190,000 to be delivered by March 15, 2017 and the remaining balance of $60,000 shall be paid in twelve (12) monthly payments of $5,000 each through April 1, 2018. At March 21, 2016, the Company reclassified $195,845 accounts payable and $54,155 notes payable, related party to settlement payable in the accompanying balance sheet. As of December 31, 2018 and 2017, the outstanding balance due was $0 and $15,000, respectively. On March 7, 2016, Jeffery D. Segal, A Professional Corporation (“Segal”) filed a complaint against the Company alleging failure to pay for legal services rendered in aggregate of $59,174 with the Superior Court of the State of California, County of Los Angeles. In March 2017, the Company entered into a settlement agreement to pay the plaintiff and did pay $65,000 in full settlement. The Company has accrued the $65,000 for the year ended December 31, 2016. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 8 - NOTES PAYABLE | On July 7, 2014, the Company issued unsecured promissory notes in aggregate of $545,218 in settlement of previously issued convertible debentures dated April 3, 2013 and related accrued interest. The promissory notes include monthly payments of principal and interest, at 12% per annum, of $10,658 beginning August 15, 2014 through July 15, 2016 with the remaining unpaid balance due on or before July 15, 2016. The balance as of December 31, 2016 was $172,748. During year ended December 31, 2017, the Company paid as full settlement the remaining outstanding promissory note of $172,748. On January 26, 2018, the Company issued two unsecured promissory notes in aggregate of $250,000 bearing interest at 8% per annum with both principal and initially interest due July 26, 2018. In connection with the note issuance, the Company issued an aggregate of 100,000 shares of the Company’s common stock to the note holders. The fair value of the common stock at the date of issuance of $25,500 was recorded as a debt discount and is amortized as interest expense over the term of the notes. On July 26, 2018, the Company issued 100,000 shares in connection with extending the notes till December 26, 2018, the fair value of the common stock of $12,000 was charged to current period interest. The notes are currently in default. On November 15, 2018 and December 12, 2018, the Company issued two promissory notes for $275,000 each (aggregate of $550,000) for net proceeds of $250,000 each, after an original interest discount (“OID”) of $25,000 each. The notes are due nine months from the date of issuance and bear a one-time charge of 8% interest applied at issuance date and due upon maturity. In addition, the Company issued 2,500 shares of common stock and 5,000 warrants to acquire the Company’s common stock at $20.00 expiring three years from the date of issuance per each note. The fair value of the common stock, warrants and together with the OID in aggregate of $144,661 was recorded as a debt discount and is amortized over the term of the notes. The fair value of the warrants was determined using the Black-Scholes option method with the following assumptions: expected life 3 years, volatility: 176.31% to 177.01%, risk free rate: 2.78% to 2.91% and stock price: $7.20 to $7.30. During the year ended December 31, 2018, the Company amortized $17,242 of the debt discount to current period interest expense. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 9 - CONVERTIBLE NOTES PAYABLE | BICX Holding Company LLC On June 10, 2016, the Company issued to BICX Holding Company, LLC a $2,500,000 senior secured convertible promissory note due June 10, 2019 and bearing interest at 8% per annum due annually beginning June 10, 2018. Under the terms of the note, the note holder may, at any time, convert the unpaid principal of the note, or any portion thereof, into shares of the Company’s common stock at an initial conversion price equal to 25% of the Company’s total authorized common stock, determined at $1.90 per share at the date of issuance. In addition, the note contained certain anti-dilution provisions, as defined. The Company was required to maintain a cash balance of $50,000 of the outstanding principal amount at all times, unrestricted and lien free (as amended) until December 31, 2017. BICX Holding had the right, until December 10, 2016, to purchase another convertible note from the Company in a principal amount of up to $2,500,000 for a total aggregate purchase price of $5,000,000 (the “Maximum Purchase Price”). The Company and BICX Holding agreed to extend this deadline and, on March 3, 2017, the parties entered into a First Amendment to the Note (the “First Amendment”). Pursuant to the First Amendment, BIXC Holding invested another $1,660,000 for a total aggregate purchase price of $4,160,000. Based on the amount invested, BICX Holding will return the Note and the Company will issue BICX Holding a new note for $4,160,000 convertible into 42.43% of the Company’s total authorized common stock. The other terms of the new note will be identical to the Note. Pursuant to the First Amendment, the parties agreed that BICX Holding does not have the right to appoint a consultant or, if the Company’s common stock is listed on a national securities exchange, an independent member of the Board. In addition, the Company is not entitled to a break-up fee. On June 29, 2017, the parties entered into the Second Amendment to the Note Purchase Agreement and the March 2017 Note (the “Second Amendment”). The Second Amendment amends the March 2017 Note such that there is no longer an anti-dilution provision in the note. This provision in the March 2017 Note created a derivative liability for the Company which is no longer present. In addition, the Second Amendment amends the March 2017 Note and the Note Purchase Agreement such that the Company agreed to not engage in any financing at a purchase price below the BIXC Holding purchase price. Finally, the Second Amendment amends the Note Purchase Agreement such that BICX Holding no longer has a right to participate in a subsequent financing in which the Company engages. The note is secured by all of assets of the Company and is ranked senior to all of the Company’s debt currently outstanding or hereafter, unless prohibited by law. The Company had identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion and reset features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date. At inception of the 2017 additions, the Company determined the aggregate fair value of $11,023,244 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 167.85% to 168.32%, (3) weighted average risk-free interest rate of 1.26% to 1.37%, (4) expected life of 2.21 to 2.25 years, and (5) estimated fair value of the Company’s common stock of $9.00 to $11.22 per share. The determined fair value of the debt derivatives of $11,023,244 was charged as a debt discount up to the net proceeds of the note with the remainder of $9,363,244 charged to current period operations as non-cash interest expense. At June 29, 2017, the date of the Second Amendment modifying the above described note to eliminate the anti-dilutive provision, the Company determined the aggregate fair value the embedded derivatives of $30,806,073, recognizing a gain on change in fair value of $12,217,004 and reclassifying the determined fair value at June 29, 2017 of $30,806,073 to equity. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 169.77%, (3) weighted average risk-free interest rate of 1.38%, (4) expected life of 1.95 years, and (5) estimated fair value of the Company’s common stock of $10.80 per share. Hoppel/Vista Capital Promissory Notes payable On October 20, 2016 , In connection with the issuance of the promissory notes, the Company issued 800,000 shares of its common stock as an inducement and is obligated to issue an additional 2,500 shares should the Company’s common stock close below $2.50 per share prior to full pay off of the notes. The fair value of the issued shares was charged as a debt discount at the time of issuance. The Note is convertible after 180 days into shares of the Company’s common stock at a conversion price equal to 60% discount to the lowest closing price of the common stock for the 25 trading days immediately prior the conversion date. During the year ended December 31, 2017, the Company issued an aggregate of 136,620 shares of its common stock in full settlement of the above described notes. Summary: At December 31, 2018 and 2017, the Company did not have convertible notes with embedded derivatives. The charge of the amortization of debt discounts and costs for the year ended December 31, 2018 and 2017 was $1,487,728, and $1,460,225, respectively, which was accounted for as interest expense. |
NOTES PAYABLE-RELATED PARTY
NOTES PAYABLE-RELATED PARTY | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 10 - NOTES PAYABLE-RELATED PARTY | As of December 31, 2018 and 2017, the Company had advances from Kent Emry (the former CEO of the Company), Scott Carley, and Neil Muller (the former President of the Company) as loans from related parties. The loans are payable on demand and without interest. In addition, the Company has issued unsecured, non-interest bearing demand notes to related parties. During the year December 31, 2017, the Company paid $15,000 on Mr. Emry’s note and Neil Muller settled $10,000 of outstanding debt. The balance outstanding as of December 31, 2018 and 2017 was $22,980. On January 22, 2013, the Company issued a unsecured promissory note payable to Kent Emry for $200,000 due January 1, 2018, with a stated interest rate of 12% per annum beginning three months from issuance, payable monthly. Principal payments were due starting February 1, 2015 at $6,650 per month. The lender has an option to convert the note to licensing rights for the State of Oregon. The Company currently is in default of the principal and interest. During the year ended December 31, 2014, the Company paid $36,390 principal and accrued interest towards the promissory note. In connection with the issuance of the above described promissory note, the Company issued 950,000 (as amended) of its common stock as interest payment on March 31, 2014. The Company recorded a debt discount of $11,250 based on the fair value of the Company’s common stock at the issuance date of the promissory note. The discount is amortized ratably over the term on the notes. The note holder subsequently became an officer of the Company. The balance outstanding as of December 31, 2018 and 2017 was $163,610. |
WARRANT LIABILITY
WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 11 - WARRANT LIABILITY | The Company issued warrants in conjunction with the issuance of certain convertible debentures. These warrants contain certain reset provisions. Therefore, in accordance with ASC 815-40 , At December 31, 2017, the fair value of the 11,550 warrants containing certain reset provisions were determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 154.88%, (3) weighted average risk-free interest rate of 1.39%, (4) expected life of 0.27 years, and (5) estimated fair value of the Company’s common stock of $16.59 per share. At December 31, 2017, the warrant liability valued at $175,975, the Company believes an event under the contract that would create an obligation to settle in cash or other current assets is remote and has classified the obligation as a long term liability. Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. On January 1, 2018, the Company adopted ASU 2017-11 by electing the retrospective method to the outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the fiscal year. Accordingly, the Company reclassified the fair value of the reset provisions embedded in previously issued warrants with embedded anti-dilutive provisions from liability to equity (accumulated deficit) in aggregate of $175,975. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 12 - STOCKHOLDERS' DEFICIT | On May 10, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada increasing the total number of shares which the Company is authorized to issue from five hundred twenty five million six hundred thousand (525,600,000) shares to seven hundred fifty million six hundred thousand (750,600,000) shares and increasing the number of authorized shares of common stock from five hundred and twenty five million (525,000,000) shares of common stock, $0.001 par value, to seven hundred and fifty million (750,000,000) shares of common stock. Effective January 22, 2019, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 100 shares of common stock. As a result, 259,984,655 shares of the Company’s common stock were exchanged for 2,599,847 shares of the Company’s common stock. These consolidated financial statements have been retroactively restated to reflect the reverse stock split. Preferred stock The Company is authorized to issue 600,000 shares of preferred stock with no par value. On June 19, 2014, the Company’s Board of Directors designated 80,000 shares of preferred stock, no par value. Each share of preferred stock shall entitle the holder to one thousand (1,000) votes and is convertible into one share of common stock and shall have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters with the Company’s common stock. On June 25, 2014, the Company issued an aggregate of 80,000 shares of preferred stock to officers and directors for services rendered. On November 16, 2016, the Company’s Board of Directors designated 160,000 preferred shares as Series B Preferred stock, no par value. Each share of Series B Preferred shall entitle the holder to one thousand (2,000) votes and is convertible into one share of common stock and shall have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters with the Company’s common stock but is not entitled to any dividends declared. On November 16, 2016, the Company issued an aggregate of 160,000 shares of preferred stock to officers and directors for services rendered. Common stock In January 2017, the Company issued an aggregate of 2,281 shares of its common stock for services rendered valued at $7,478 based on the underlying market value of the common stock at the date of issuance. In February 2017, the Company issued 3,500 shares of its common stock for services rendered valued at $25,830 based on the underlying market value of the common stock at the date of issuance. In February 2017, the Company issued 436,667 shares of its common stock in exchange for proceeds of $940,000. In March 2017, the Company issued an aggregate of 136,620 shares of its common stock in settlement of $220,000 convertible notes payable. In April 2017, the Company issued an aggregate of 16,750 shares of its common stock for services rendered valued at $62,850 based on the underlying market value of the common stock at the date of issuance. In May 2017, the Company issued 7,500 shares of its common stock for services rendered valued at $102,750 based on the underlying market value of the common stock at the date of issuance. In August 2017, the Company issued 5,000 shares of its common stock for services rendered valued at $43,000 based on the underlying market value of the common stock at the date of issuance. In September 2017, the Company issued an aggregate of 5,500 shares of its common stock for services rendered valued at $47,245 based on the underlying market value of the common stock at the date of issuance. In October 2017, the Company issued 500 shares of its common stock for services rendered valued at $5,005 based on the underlying market value of the common stock at the date of issuance. In November 2017, the Company issued 500 shares of its common stock for services rendered valued at $4,450 based on the underlying market value of the common stock at the date of issuance. In December 2017, the Company issued 8,000 shares of its common stock for services rendered valued at $132,720 based on the underlying market value of the common stock at the date of issuance. In January 2018, the Company issued 1,250 shares of its common stock as compensation valued at $21,875 based on the underlying market value of the common stock at the date of issuance. In January 2018, the Company issued 10,000 shares of its common stock for a distribution agreement previously accrued in 2017 and valued at $80,000 based on the underlying market value of the common stock at the date of issuance. In January 2018, the Company issued 12,500 shares of its common stock in exchange for proceeds of $150,000. In January 2018, the Company issued 250 shares of its common stock for services rendered valued at $5,270 based on the underlying market value of the common stock at the date of issuance. In January 2018, the Company issued 1,000 shares of its common stock in connection with notes payable valued at $25,500 based on the underlying market value of the common stock at the date of issuance. In February 2018, the Company issued 250 shares of its common stock for services rendered valued at $3,640 based on the underlying market value of the common stock at the date of issuance. In March 2018, the Company issued 5,000 shares of its common stock for services rendered valued at $67,500 based on the underlying market value of the common stock at the date of issuance. In April 2018, the Company issued 9,156 shares of its common stock for services rendered valued at $124,494 based on the underlying market value of the common stock at the date of issuance. In June 2018, the Company issued 5,000 shares of its common stock in exchange for proceeds of $100,000. In July 2018, the Company issued 1,000 shares of its common stock for note payable extension at $12,000 based on the underlying market value of the common stock at the date of issuance. In August 2018, the Company issued 57,500 shares of its common stock in exchange for proceeds of $1,150,000. In August 2018, the Company issued 10,500 shares of its common stock for services rendered valued at $137,200 based on the underlying market value of the common stock at the date of issuance. In October 2018, the Company issued 593 shares of its common stock for services rendered valued at $5,000 based on the underlying market value of the common stock at the date of issuance. In November 2018, the Company issued 2,500 shares of its common stock in connection with issuance of note payable valued at $18,250 based on the underlying market value of the common stock at the date of issuance. In December 2018, the Company issued 2,500 shares of its common stock in connection with issuance of note payable valued at $18,000 based on the underlying market value of the common stock at the date of issuance. In December 2018, the Company issued 20,000 shares of its common stock to acquire intellectual property valued at $226,000 based on the underlying market value of the common stock at the date of issuance. In December 2018, the Company issued 4,236 shares of its common stock in settlement of accounts payable valued at $29,653 based on the underlying market value of the common stock at the date of issuance. In December 2018, the Company issued 13,250 shares of its common stock for services rendered valued at $92,750 based on the underlying market value of the common stock at the date of issuance. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 13 - STOCK OPTIONS AND WARRANTS | Options On May 15, 2018, the Board of Directors approved and adopted the BioCorRx Inc. 2018 Equity Incentive Plan (the “Plan”). The Plan provides for the issuance of up to 450,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), through the grant of non-qualified options (the “Non-qualified Options”), incentive options (the “Incentive Options” and together with the Non-qualified Options, the “Options”), restricted stock (the “Restricted Stock”) and unrestricted stock to directors, officers, consultants, advisors and employees. The Plan shall be administered by the Board or, in the Board’s sole discretion, by the committee administering the Plan (the “Committee”). Subject to the terms of the Plan, the Committee’s charter and applicable laws, and in addition to other express powers and authorization conferred by the Plan. Options are subject to the following conditions (i) The Board or the Committee determines the strike price of Incentive Options at the time the Incentive Options are granted. The assigned strike price must be no less than 100% of the Fair Market Value (as defined in the Plan) of the Common Stock. In the event that the recipient is a Ten Percent Owner (as defined in the Plan), the strike price must be no less than 110% of the Fair Market Value of the Company. (ii) The strike price of each Option will be at least 100% of the Fair Market Value of such share of the Company’s Common Stock on the date the Non-qualified Option is granted. (iii) The Committee fixes the term of Options, provided provided further (iv) The Committee may designate the vesting period of Options. (v) A Non-qualified Stock Option may, in the sole discretion of the Board, be transferable to a Permitted Transferee, upon written approval by the Board to the extent provided in the Award Agreement (as defined in the Plan). If the Non-qualified Stock Option does not provide for transferability, then the Non-qualified Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. (vi) Incentive Options may not be issued in an amount or manner where the amount of Incentive Options exercisable in one year entitles the holder to Common Stock of the Company with an aggregate Fair Market value of greater than $100,000. Awards of Restricted Stock are subject to the following conditions (i) The Committee grants Restricted Stock and determines the restrictions on each Restricted Stock Award (as defined in the Plan). Upon the grant of a Restricted Stock Award and the payment of any applicable purchase price, grantee is considered the record owner of the Restricted Stock and entitled to vote the Restricted Stock if such Restricted Stock is entitled to voting rights. (ii) The Restricted Period shall commence on the Grant Date (as defined in the Plan) and end at the time or times set forth on a schedule established by the Board in the applicable Award Agreement; provided, however, that notwithstanding any such vesting dates, the Board may in its sole discretion accelerate the vesting of any Restricted Award at any time and for any reason. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from using the Company’s historical stock prices. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The following assumptions were used in determining the fair value of employee and vesting non-employee options during the year ended December 31, 2018 and 2017: 2018 2017 Risk-free interest rate 2.85 % 1.86 % Dividend yield 0 % 0 % Stock price volatility 135.18 % 171.77 % Expected life 5.50 years 5.00 years Weighted average grant date fair value $ 12.07 $ 15.19 On May 25, 2017, the Company awarded options to purchase 350 shares of common stock to key consultant of the Company. These options vest immediately and have a term of 5 years. The options have an exercise price of $1.60 per share. The options had an aggregate grant date fair value of $5,318. On June 13, 2018, the Company awarded options to purchase an aggregate of 315,000 shares of common stock to key officers and directors of the Company. These options vest monthly over 12 months and have a term of 10 years. The options have an exercise price of $14.00 per share. The options had an aggregate grant date fair value of $3,803,258. The following table summarizes the stock option activity for the two years ended December 31, 2018: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2017 478,500 $ 9.00 4.4 $ - Grants 350 1.60 10.0 - Exercised - Canceled - Outstanding at December 31, 2017 478,850 $ 4.00 8.9 $ 326,700 Grants 315,000 14.00 5.0 - Exercised - Expired (2,000 ) $ 10.00 - - Outstanding at December 31, 2018 791,850 $ 8.09 7.7 $ 1,188,065 Exercisable at December 31, 2018 634,350 $ 6.63 7.3 $ 1,188,065 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $5.50 as of December 31, 2018, which would have been received by the option holders had those option holders exercised their options as of that date. The following table presents information related to stock options at December 31, 2018: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.01-2.50 330,350 7.5 330,350 2.51-5.00 35,000 1.6 35,000 5.01andup 426,500 8.4 269,000 791,850 7.7 39,635,000 The stock-based compensation expense related to option grants was $2,349,427 and $319,460 during the year end December 31, 2018 and 2017, respectively. As of December 31, 2018, stock-based compensation related to options of $1,584,691 remains unamortized and is expected to be amortized over the weighted average remaining period of 5 months. Warrants The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock: Warrants Outstanding Warrants Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) $ 20.00 10,000 2.92 $ 20.00 10,000 2.92 25.00 12,750 0.52 25.00 12,750 0.52 100.00 62,500 2.39 100.00 62,500 2.39 $ - 85,250 2.17 $ 79.40 85,250 2.17 During the year ended December 31, 2018, the Company issued an aggregate of 62,500 warrants to purchase the Company’s common stock at an exercise price of $100.00, expiring 3 years from the date of issuance in connection with the sale of common stock. During the year ended December 31, 2018, the Company issued an aggregate of 10,000 warrants to purchase the Company’s common stock at an exercise price of $20.00, expiring 3 years from the date of issuance in connection with the issuance of notes payable. The warrant fair value was determined using the Black-Scholes option method based on the following assumptions: Risk-free interest rate 2.78% to 2.91 % Dividend yield 0 % Stock price volatility 176.31% to 177.01 % Expected life 3.00 years Weighted average grant date fair value $ 5.84 The following table summarizes the warrant activity for the two years ended December 31, 2018: Number of Shares Weighted Average Exercise Price Per Share Outstanding at January 1, 2017 26,300 $ 58.00 Issued - Exercised - Expired (2,000 ) 25.00 Outstanding at December 31, 2017 24,300 $ 91.00 Issued 72,500 88.97 Exercised - - Expired (11,550 ) 100.00 Outstanding at December 31, 2018 85,250 $ 79.40 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 14 - RELATED PARTY TRANSACTIONS | The Company has an arrangement with Premier Aftercare Recovery Service, (“PARS”). PARS is a Company controlled by Neil Muller, a shareholder of the Company and prior officer of the Company, that provided consulting services to the Company. There is no formal agreement between the parties and the amount of remuneration was $14,583 per month. During the year ended December 31, 2018 and 2017, the Company incurred $-0- as consulting fees and expense reimbursements. As of December 31, 2018 and 2017, there was an unpaid balance of $32,318. The Company has an arrangement with Felix Financial Enterprises (“FFE”). FFE is a Company controlled by Lourdes Felix, an officer of the Company that provides consulting services to the Company. Until June 17, 2016, there was no formal agreement between the parties and the amount of remuneration is $14,583 per month. During the year ended December 31, 2018 and 2017, the Company incurred $200,625 and $204,001, respectively, as consulting fees. As of December 31, 2018 and 2017, there was an unpaid balance of $0 and $14,900, respectively. The Company had an arrangement with Brady Granier, an officer of the Company. Until June 17, 2016 there was no formal agreement between the parties and the amount of remuneration is $14,583 per month. For the year ended December 31, 2018 and 2017, the Company incurred $-0- and $30,727, respectively, as consulting fees. As of December 31, 2018 and 2017, there was an unpaid balance of $-0-. Beginning in 2017, Mr. Granier preformed services under Soupface LLC (see below). The Company has an arrangement with Soupface LLC (“Soupface”). Soupface is a Company controlled by Brady Granier, an officer of the Company that provides consulting services to the Company. There was no formal agreement between the parties and the amount of remuneration is $14,583 per month. For the year ended December 31, 2018 and 2017, the Company incurred $212,500 and $203,125, respectively, as consulting fees. As of December 31, 2018 and 2017, there was an unpaid balance of $-0- and $14,900, respectively. The Company has an arrangement with Mr. Tom Welch, VP of Operations. Until June 17, 2016 there was no formal agreement between the parties and the amount of remuneration is $12,500 per month. For the year ended December 31, 2018 and 2017, the Company incurred $167,417 and $175,000 respectively, as consulting fees. As of December 31, 2018 and 2017, there was an unpaid balance of $-0- and $9,900, respectively. On July 28, 2016, the Company formed BioCorRx Pharmaceuticals, Inc. for the purpose of developing certain business lines. In connection with the formation, the newly formed sub issued 24.2% ownership to current or former officers of the Company, with the Company retaining 75.8%. As of December 31, 2017, there were no significant transactions, assets or liabilities in BioCorRx Pharmaceuticals, Inc., or operations since its formation. During the year ended December 31, 2018, BioCorRx Pharmaceuticals, Inc. began limited operations. The above related parties are compensated as independent contractors and are subject to the Internal Revenue Service regulations and applicable state law guidelines regarding independent contractor classification. These regulations and guidelines are subject to judicial and agency interpretation, and it could be determined that the independent contractor classification is inapplicable. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 15 - CONCENTRATIONS | Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. The Company’s revenues earned from sale of products and services for the year ended December 31, 2018 included 13%, 18%, 22% and 20% (aggregate of 73%) from four customers of the Company’s total revenues. The Company’s revenues earned from sale of products and services for the year ended December 31, 2017 included 12%, 12%, 31%, 12% and 13% (aggregate of 80%) from five customers of the Company’s total revenues. Three customers accounted for 44%, 17% and 32% (aggregate of 93%) of the Company’s total accounts receivable at December 31, 2018 and three customers accounted for 12%, 19% and 13% (aggregate of 44%) of the Company’s total accounts receivable at December 31, 2017. The Company relies on Trinity Rx as its sole supplier of its Naltrexone implant. |
NON CONTROLLING INTEREST
NON CONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 16 - NON CONTROLLING INTEREST | On July 28, 2016, the Company formed BioCorRx Pharmaceuticals, Inc., a Nevada Corporation, for the purpose of developing certain business lines. In connection with the formation, the, the newly formed sub issued 24.2% ownership to current or former officers of the Company with the Company retaining 75.8%. From inception through December 31, 2017, there were no significant transactions. There were certain licensing rights with a carrying value of $250,000 and no significant liabilities in BioCorRx Pharmaceuticals, Inc. In 2018, BioCorRx Pharmaceuticals, Inc. began operations. A reconciliation of the BioCorRx Pharmaceuticals, Inc. non-controlling loss attributable to the Company: Net loss attributable to the non-controlling interest for the year ended December 31, 2018: Net loss $ (299,533 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (72,487 ) Net loss attributable to the non-controlling interest for the year ended December 31, 2017: Net loss $ 0 Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ 0 The following table summarizes the changes in non-controlling interest for the two years ended December 31, 2018: Balance, December 31, 2016 $ - Net loss attributable to the non-controlling interest - Balance, December 31, 2017 - Net loss attributable to the non-controlling interest (72,487 ) Balance, December 31, 2018 $ (72,487 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 17 - COMMITMENTS AND CONTINGENCIES | Operating leases On March 9, 2016, the Company entered into a lease amendment and expansion agreement, whereby the Company agreed to lease office space in Anaheim, California, commencing July 1, 2016 and expiring on June 30, 2019. Rent expense charged to operations, which differs from rent paid due to rent credits and to increasing amounts of base rent, is calculated by allocating total rental payments on a straight-line basis over the term of the lease. During the year ended December 31, 2018 and 2017, rent expense was $52,029 and $41,533. As of December 31, 2018, future minimum lease payments for office space are as follows: Year ended December 31, 2019 $ 26,844 Royalty agreement Alpine Creek Capital Partners LLC On December 10, 2015. The Company entered into a royalty agreement with Alpine Creek Capital Partners LLC (“Alpine Creek”). The Company is in the business of selling a distinct implementation of the BioCorRx Recovery Program, a two-tiered comprehensive MAT program, which includes a counseling program, coupled with its proprietary Naltrexone Implant (the “Treatment”). In accordance with the terms and provisions of the agreement, Alpine Creek will pay the Company an aggregate of $405,000 , payable as follows: (a) a deposit in the amount of $55,000, which Alpine Creek paid to the Company on November 20, 2015, (b) cancellation of that certain secured promissory note, dated October 19, 2015, issued by the Company to Alpine Creek in the aggregate principal amount of $55,000 and (c) within two (2) business days from the effective date, Alpine Creek will pay $295,000 to the Company. In consideration for the payment, with the exception of treatments conducted in certain territories, the Company will pay Alpine Creek fifty percent (50%) of the Company’s gross profit for each Treatment sold in the United States that includes procurement of the Company’s implant product until the Company has paid Alpine Creek $1,215,000. In the event that the Company has not paid Alpine Creek $1,215,000 within 24 months of the Effective Date, then the Company shall continue to pay Alpine Creek fifty percent (50%) for each Treatment following the Effective Date until the Company has paid Alpine Creek an aggregate of $1,620,000, with the exception of treatments conducted in certain territories. Upon the Company’s satisfaction of these obligations, the Company shall pay Alpine Creek $100 for each treatment sold in the United States that includes procurement of the Company’s implant product, into perpetuity. Therakine, Ltd On July 28, 2016, the Company and Therakine, Ltd. entered into a Development, Commercialization and License Agreement. Pursuant to the Agreement, Therakine granted the Company an exclusive license to treat patients suffering addiction to opioids, methamphetamines, cocaine, or alcohol. The Company is permitted to sell on a worldwide basis the products that utilize the Technology. The Agreement expires when the Company’s last valid claim to Therakine’s patents expires. Upon expiration of the Agreement, the licenses granted will become irrevocable and fully paid up. The Company agreed to pay, in return for the license to the Technology, up to $2,750,000 in milestone payments and royalties ranging from 5% to 12% of net sales of products that use the Technology with an aggregate payments of not less than $250,000. The Company is also required to pay a percentage of any sublicense income it receives related to products that use the Technology. In the event Therakine enters into a license agreement with a third party for products unrelated to injectable naltrexone that use the Technology, Therakine will pay the Company a percentage of its income from these products. As of December 31, 2016, the Company has paid an aggregate of $250,000; of which $75,000 is held in escrow with certain drug levels are met. (See Note 5) In 2016, the Company transferred the rights under the Therakine, Ltd contract to BioCorRx Pharmaceuticals, Inc., a majority owned subsidiary of the Company. At December 31, 2018, the Company management performed an evaluation of its acquired intangible assets for purposes of determining the implied fair value of the assets at December 31, 2018. The tests indicated that the recorded remaining book value of its acquired license from TheraKine ltd. (Note 5) exceeded its fair value for the year ended December 31, 2018 and accordingly recorded on impairment loss of $250,000 and reduced the carrying value to $0. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates. Employment agreements On June 13, 2018, the Company entered into an Executive Service Agreement with the Company’s Chief Executive Officer, Mr. Brady Granier (the “Granier Executive Agreement”). Mr. Granier’s annual salary remains $175,000, includes a $500 per month car allowance and reimbursements for health and medical insurance. Mr. Granier was also granted a ten-year stock option to purchase an aggregate of 75,000 shares of the Company’s common stock at an exercise price of $14.00 per share and shall be granted to Mr. Granier (the “Granier Option”) in accordance with the terms and conditions of the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) and the applicable stock option award agreement. Mr. Granier is also eligible to participate in the Company’s Bonus Plan. The Granier Executive Agreement is at-will and may be terminated with or without cause. Mr. Granier is also eligible to receive certain severance benefits in accordance with the Granier Executive Agreement including, but not limited to, severance payments for a period of twelve months following termination and any accrued, but unpaid salary. On June 13, 2018, the Company entered into an Executive Service Agreement with the Chief Financial Officer and Chief Operating Officer of the Company, Ms. Lourdes Felix (the “Felix Executive Agreement”). Ms. Felix’s annual salary is now $175,000 includes a $500 per month car allowance and reimbursements for health and medical insurance. Ms. Felix was also granted a ten-year stock option to purchase an aggregate of 75,000 shares of the Company’s common stock at an exercise price of $14.00 per share and shall be granted to Ms. Felix (the “Felix Option”, together with the “Granier Option” and “Welch Option”, the “Executive Options”) in accordance with the terms and conditions of the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) and the applicable stock option award agreement. Ms. Felix is also eligible to participate in the Company’s Bonus Plan. The Felix Executive Agreement is at-will and may be terminated with or without cause. Ms. Felix is also eligible to receive certain severance benefits in accordance with the Felix Executive Agreement including, but not limited to, severance payments for a period of twelve months following termination and any accrued, but unpaid salary. On June 13, 2018, the Company entered into an Executive Service Agreement with the Company’s Vice President of Operations, Mr. Tom Welch (the “Welch Executive Agreement”). Mr. Welch’s annual salary is now $150,000, includes a $500 per month car allowance and reimbursements for health and medical insurance. Mr. Welch was also granted a ten-year stock option to purchase an aggregate of 75,000 shares of the Company’s common stock at an exercise price of $14.00 per share and shall be granted to Mr. Welch (the “Welch Option”) in accordance with the terms and conditions of the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) and the applicable stock option award agreement. Mr. Welch is also eligible to participate in the Company’s Bonus Plan. The Welch Executive Agreement is at-will and may be terminated with or without cause. Mr. Welch is also eligible to receive certain severance benefits in accordance with the Welch Executive Agreement including, but not limited to, severance payments for a period of twelve months following termination and any accrued, but unpaid salary. Litigation The Company is subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. There was no other outstanding litigation as of December 31, 2018. Uncertain Tax Positions The Company uses a number of independent contractors in our operations in which it does not pay or withhold any federal, state or provincial employment tax. There are a number of different tests used in determining whether an individual is an employee or an independent contractor and such tests generally take into account multiple factors. There can be no assurance that legislative, judicial or regulatory (including tax) authorities will not introduce proposals or assert interpretations of existing rules and regulations that would change, or at least challenge, the classification of our independent contractors. As of December 31, 2018 and 2017, the Company has reviewed the various independent contractor relationships and has determined to not accrue any additional liabilities related to the above contingency. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 18 - INCOME TAXES | The components of the income tax provisions for 2018 and 2017 are as follows: 2018 2017 Current provision: Federal $ - $ - State - - Deferred benefit: Federal (377,512 ) (660,421 ) State (174,325 ) (119,597 ) (551,837 ) (780,018 ) Change in valuation allowance 551,837 780,018 Total Provision $ - $ - The difference between the income tax provision and income taxes computed using the U. S. federal income tax rate of 21% consisted of the following: 2018 2017 Provision at statutory rate 21.0 % 34.0 % State taxes, net of federal benefit 8.84 % 5.8 % Nondeductible and other items (8.84 )% (18.8 )% Change in valuation allowance (21.0 )% (21.0 )% Total (0.0 )% (0.0 )% Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company’s deferred taxes as of December 31, 2018 and 2017 are as follows: 2018 2017 Deferred tax assets: Net operating loss carry forwards $ 648,891 $ 746,919 Share-based compensation 592,023 174,465 Accrual to cash 26,853 (45,292 ) Other 379,096 2,278,510 Total deferred tax assets 1,646,863 3,154,602 Valuation allowance (1,646,863 ) (3,098,002 ) - 56,600 Deferred tax liabilities: Tax deductible licensing agreement - (56,600 ) Accrual to cash - - Other - - Total deferred tax liabilities - (56,600 ) Net deferred tax assets (liabilities) $ - $ - A full valuation allowance has been provided against the Company’s deferred tax assets at December 31, 2018 as the Company believes it is more likely than not that sufficient taxable income will not be generated to realize these temporary differences. The Company has Federal net operating losses (NOLs) of approximately $8.4 million which begin to expire in the years beginning in 2033. Pursuant to Section 382 of the Internal Revenue Code, use of the Company’s NOLs and credit carry forwards may be limited if the Company experiences a cumulative change in ownership of greater than 50% in a moving three-year period. The Company also has federal credits that begin to expire 2031 and state tax credits that may be carried forward indefinitely. The Company provides for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement standards as set forth in ASC Topic 740 Income Taxes, regarding accounting for uncertainty in income taxes. Amounts for uncertain tax positions are adjusted in periods when new information becomes available or when positions are effectively settled. There are no unrecognized benefits related to uncertain tax positions as of December 31, 2018. The Company does not anticipate that there will be material change in the liability for unrecognized tax benefits within the next 12 months. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21%, effective January 1, 2018. For certain deferred tax assets and deferred tax liabilities, we have recorded a provisional decrease of $273,152, with a corresponding net adjustment to valuation allowance of $273,152 as of December 31, 2018. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 19 - FAIR VALUE MEASUREMENTS | ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2017: Level 1 Level 2 Level 3 Total Warrant liability $ - $ - $ 175,975 $ 175,975 There no items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2018 (See Note 11). The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities from December 31, 2016 through December 31, 2018: Debt Derivative Liability Warrant Liability Balance, December 31, 2016 5,115,280 26,903 Transfers in (out): Initial fair value of debt derivative at note issuance 11,023,244 - Transfers out of Level 3 upon conversion and settlement of notes (1,146,201 ) - Transfers out of Level 3 upon note modification (30,806,073 ) - Mark-to-market at December 31, 2017: Embedded derivative 15,813,750 149,072 Balance, December 31, 2017 - 175,975 Transfers in (out): Transfers out of Level 3 upon election of ASU 2017-11 - (175,975 ) Balance, December 31, 2018 $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
NOTE 20 – SUBSEQUENT EVENTS | On January 1, 2019, The Company issued 2,500 shares of common stock to one consultant with a value per share of approximately $6.10. On January 26, 2019, The Company issued 1,000 shares of common stock to one lender in connection with a 125,000 replacement promissory note. In February 2019, the Company issued an aggregate of 833 shares of Common Stock to shareholder who held an amount of shares prior to the Reverse Stock Split not evenly divisible by the reverse split ratio of 1-for-100. These 833 shares were issued to round up such shareholders to the next whole share. On February 14, 2019, The Company entered into a First Amendment to Lease extending the office lease in Anaheim, California from July 1, 2019 and expiring on September 30, 2024 with rent beginning at $5,522 per month escalating to $6,552 per month. On February 22, 2019, The Company entered into a subscription agreement with an investor in the amount of $100,000, pursuant to which the investor purchased 22,222 shares at a price per share of approximately $4.50. On March 29, 2019, The Company issued a total of 6,205 shares of common stock to its five directors with a value per share of approximately $4.03. In March 2019, the Company entered into subscription agreements with two investors, one of whom is Louis Lucido, a director, pursuant to which the Investors purchased shares of the Company’s common stock. The investors purchased a total of 400,000 shares at a purchase price of $15.00 per share for a total of $6,000,000 invested. The investors will also receive royalties from each future sale of the Company’s weight loss program. A total of $37.50 out of the gross sales amount of each program sold will be paid to the investors starting on the date the first program is sold and ending on the 3rd anniversary of the initial sales date; and a total of $25.00 out of the gross sales amount of each program sold will be paid to the investors thereafter, ending on the 15th anniversary of the initial sales date. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies | |
Basis of Presentation | The consolidated financial statements include the accounts of BioCorRx Inc. and its wholly owned subsidiary, Fresh Start Private, Inc. and its majority owned subsidiary, BioCorRx Pharmaceuticals, Inc. (hereafter referred to as the “Company” or “BioCorRx”). All significant intercompany balances and transactions have been eliminated in consolidation. |
Revenue Recognition | The Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 606. A five-step analysis a must be met as outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. There were no changes to our revenue recognition policy from the adoption of ASC 606. The Company’s net sales are disaggregated by product category. The sales/access fees consist of product sales. The licensee / distribution rights income consists of the income recognized from the amortization of distribution agreements entered into for our products. The following table presents our net sales by product category for the year ended December 31, 2018 and 2017: 2018 2017 Sales/access fees $ 129,960 $ 174,700 Distribution rights income 246,696 482,571 Net sales $ 376,656 $ 657,271 |
Deferred revenue | We license proprietary products and protocols to customers under licensing agreements that allow those customers to utilize the products and protocols in services they provide to their customers. The timing and amount of revenue recognized from license agreements depends upon a variety of factors, including the specific terms of each agreement. Such agreements are reviewed for multiple performance obligations. Performance obligations can include amounts related to initial non-refundable license fees for the use of our products and protocols and additional royalties on covered services. The Company granted license and sub-license agreements for various regions or States in the United States allowing the licensee to market, distribute and sell solely in the defined license territory, as defined, the products provided by the Company. The agreements are granted for a defined period or perpetual and are effective as long as annual milestones are achieved. Terms for payments for licensee agreements vary from full cash payment to defined terms. In cases where license or sub-license fees are uncollected or deferred; the Company nets those uncollected fees with the deferred revenue for balance sheet presentation. The Company amortizes license fees over the shorter of the economic life of the related contract life or contract terms for each licensee. The following table presents the changes in deferred revenue, reflected as current and long term liabilities on the Company’s consolidated balance sheet: Balance as of December 31, 2016 $ 1,046,264 Cash payments received 75,000 Net sales recognized (482,571 ) Balance as of December 31, 2017: 638,693 Short term 237,347 Long term 401,346 Total as of December 31, 2017 638,693 Cash payments received 25,000 Net sales recognized (246,696 ) Balance as of December 31, 2018 416,997 Less short term 209,474 Long term $ 207,523 |
Use of Estimates | The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of other equity and debt instruments, fair value of intangible assets, useful lives of assets and allowance for doubtful accounts. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with an original maturity date of three months or less as cash equivalents. |
Concentrations of Credit Risk | Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. At December 31, 2018 and 2017, the Company’s deposits in excess of the FDIC limit were $29,772 and $0, respectively. |
Accounts Receivable | Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $12,500 and $105,000 as of December 31, 2018 and 2017, respectively. |
Fair Value of Financial Instruments | Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2018 and December 31, 2017. The respective carrying value of certain financial instruments approximated their fair values. These financial instruments include cash, stock based compensation and notes payable. The fair value of the Company’s convertible securities is based on management estimates and reasonably approximates their book value. See Footnote 9 and 11 for derivative liabilities and Footnote 12 and 13 for stock based compensation and other equity instruments. |
Segment Information | Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment. |
Property and Equipment | Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life, which is five years for furniture and all other equipment. Expenditures for maintenance and repairs are expensed as incurred. |
Patents | Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually. The Company’s intangible assets with finite lives are patent costs, which are amortized over their economic or legal life, whichever is shorter. |
Long-Lived Assets | The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 15 years. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. At December 31, 2018, the Company management performed an evaluation of its acquired intangible assets for purposes of determining the implied fair value of the assets at December 31, 2018. The tests indicated that the recorded remaining book value of its acquired license from TheraKine ltd. (Note 5) exceeded its fair value for the year ended December 31, 2018 and accordingly recorded on impairment loss of $250,000 and reduced the carrying value to $0. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates. |
Net (loss) Per Share | The Company accounts for net income (loss) per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss share is calculated by including any potentially dilutive share issuances in the denominator. As of December 31, 2018 and 2017, potentially dilutive shares issuances were comprised of convertible notes, warrants and stock options. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding for the year ended December 31, 2018 and 2017, as they would be anti-dilutive: 2018 2017 Shares underlying options outstanding 791,850 478,850 Shares underlying warrants outstanding 85,250 24,300 Shares underlying convertible notes outstanding 1,312,500 1,312,500 2,189,600 1,815,650 |
Advertising | The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged to operations $88,912 and $134,217 as advertising costs for the year ended December 31, 2018 and 2017, respectively. |
Research and development costs | The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $151,768 and $450,722 for the year ended December 31, 2018 and 2017, respectively. |
Derivative Instrument Liability | The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2018 and 2017, the Company did not have any derivative instruments that were designated as hedges. In 2017 and prior and in accordance with ASC 815, certain convertible notes and warrants with anti-dilutive provisions were deemed to be derivatives. The value of the derivative instrument will fluctuate with the price of the Company’s common stock and is recorded as a current liability on the Company’s Consolidated Balance Sheet. The change in the value of the liability is recorded as “unrealized gain (loss) on derivative liability” on the Consolidated Statements of Operations. Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. On January 1, 2018, the Company adopted ASU 2017-11 by electing the retrospective method to the outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the fiscal year. Accordingly, the Company reclassified the fair value of the reset provisions embedded in previously issued warrants with embedded anti-dilutive provisions from liability to equity (accumulated deficit) in aggregate of $175,975. |
Stock Based Compensation | Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the arms-length private placement transaction nearest the measurement date (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. As of December 31, 2018, there were 791,850 stock options outstanding, of which 634,350 were vested and exercisable. As of December 31, 2017, there were 478,500 stock options outstanding, of which 231,000 were vested and exercisable. |
Income Taxes | Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is more likely than not that these deferred income tax assets will not be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2018 and 2017, the Company has not recorded any unrecognized tax benefits. |
Recent Accounting Pronouncements | In February 2016, the FASB established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard will have a material effect on the Company’s financial statements. The most significant effects of adoption relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; and (2) providing significant new disclosures about its leasing activities. Upon adoption, the Company will recognize additional operating lease liabilities, net of deferred rent, of approximately $25,000 based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company expects to recognize corresponding ROU assets of approximately $25,000. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company will elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Beginning in 2019, the Company expects changes to its disclosed lease recognition policies and practices, as well as to other related financial statement disclosures due to the adoption of this standard. These revised disclosures will be made in the Company’s first quarterly report in 2019. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies Tables Abstract | |
Schedule of net sales | 2018 2017 Sales/access fees $ 129,960 $ 174,700 Distribution rights income 246,696 482,571 Net sales $ 376,656 $ 657,271 |
Schedule of changes in deferred revenue | Balance as of December 31, 2016 $ 1,046,264 Cash payments received 75,000 Net sales recognized (482,571 Balance as of December 31, 2017: 638,693 Short term 237,347 Long term 401,346 Total as of December 31, 2017 638,693 Cash payments received 25,000 Net sales recognized (246,696 ) Balance as of December 31, 2018 416,997 Less short term 209,474 Long term $ 207,523 |
Schedule of computations of weighted average shares outstanding | 2018 2017 Shares underlying options outstanding 791,850 478,850 Shares underlying warrants outstanding 85,250 24,300 Shares underlying convertible notes outstanding 1,312,500 1,312,500 2,189,600 1,815,650 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property And Equipment | |
Schedule of property and equipment | 2018 2017 Office equipment $ 34,234 $ 34,234 Computer equipment 5,544 5,544 Manufacturing equipment 30,747 - 70,525 39,778 Less accumulated depreciation (26,156 ) (20,766 ) $ 44,369 $ 19,012 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Payable And Accrued Expenses | |
Schedule of accounts payable and accrued expenses | 2018 2017 Accounts payable $ 656,354 $ 714,823 Interest payable on notes payable 898,234 483,075 Deferred rent 764 1,638 $ 1,554,652 $ 1,199,536 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Warrant [Member] | |
Fair value of stock-based payment awards | Risk-free interest rate 2.78% to 2.91 % Dividend yield 0 % Stock price volatility 176.31% to 177.01 % Expected life 3.00 years Weighted average grant date fair value $ 5.84 |
Summary of stock option plan and warrants | Warrants Outstanding Warrants Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) $ 20.00 10,000 2.92 $ 20.00 10,000 2.92 25.00 12,750 0.52 25.00 12,750 0.52 100.00 62,500 2.39 100.00 62,500 2.39 $ - 85,250 2.17 $ 79.40 85,250 2.17 |
Transactions involving stock option plan and warrants | Number of Shares Weighted Average Exercise Price Per Share Outstanding at January 1, 2017 26,300 $ 58.00 Issued - Exercised - Expired (2,000 ) 25.00 Outstanding at December 31, 2017 24,300 $ 91.00 Issued 72,500 88.97 Exercised - - Expired (11,550 ) 100.00 Outstanding at December 31, 2018 85,250 $ 79.40 |
Stock Options [Member] | |
Fair value of stock-based payment awards | 2018 2017 Risk-free interest rate 2.85 % 1.86 % Dividend yield 0 % 0 % Stock price volatility 135.18 % 171.77 % Expected life 5.50 years 5.00 years Weighted average grant date fair value $ 12.07 $ 15.19 |
Summary of stock option plan and warrants | Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2017 478,500 $ 9.00 4.4 $ - Grants 350 1.60 10.0 - Exercised - Canceled - Outstanding at December 31, 2017 478,850 $ 4.00 8.9 $ 326,700 Grants 315,000 14.00 5.0 - Exercised - Expired (2,000 ) $ 10.00 - - Outstanding at December 31, 2018 791,850 $ 8.09 7.7 $ 1,188,065 Exercisable at December 31, 2018 634,350 $ 6.63 7.3 $ 1,188,065 |
Transactions involving stock option plan and warrants | Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.01-2.50 330,350 7.5 330,350 2.51-5.00 35,000 1.6 35,000 5.01andup 426,500 8.4 269,000 791,850 7.7 39,635,000 |
NON CONTROLLING INTEREST (Table
NON CONTROLLING INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Non Controlling Interest | |
Schedule of net loss attributable to the non-controlling interest | Net loss attributable to the non-controlling interest for the year ended December 31, 2018: Net loss $ (299,533 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (72,487 ) Net loss attributable to the non-controlling interest for the year ended December 31, 2017: Net loss $ 0 Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ 0 |
Schedule of changes in non-controlling interest | Balance, December 31, 2016 $ - Net loss attributable to the non-controlling interest - Balance, December 31, 2017 - Net loss attributable to the non-controlling interest (72,487 ) Balance, December 31, 2018 $ (72,487 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies | |
Lease payments for office space | Year ended December 31, 2019 $ 26,844 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes Tables Abstract | |
Schedule of provision for income taxes | 2018 2017 Current provision: Federal $ - $ - State - - Deferred benefit: Federal (377,512 ) (660,421 ) State (174,325 ) (119,597 ) (551,837 ) (780,018 ) Change in valuation allowance 551,837 780,018 Total Provision $ - $ - |
Schedule of difference between the income tax provision and income taxes computed | 2018 2017 Provision at statutory rate 21.0 % 34.0 % State taxes, net of federal benefit 8.84 % 5.8 % Nondeductible and other items (8.84 )% (18.8 )% Change in valuation allowance (21.0 )% (21.0 )% Total (0.0 )% (0.0 )% |
Schedule of net deferred tax assets and liabilities | 2018 2017 Deferred tax assets: Net operating loss carry forwards $ 648,891 $ 746,919 Share-based compensation 592,023 174,465 Accrual to cash 26,853 (45,292 ) Other 379,096 2,278,510 Total deferred tax assets 1,646,863 3,154,602 Valuation allowance (1,646,863 ) (3,098,002 ) - 56,600 Deferred tax liabilities: Tax deductible licensing agreement - (56,600 ) Accrual to cash - - Other - - Total deferred tax liabilities - (56,600 ) Net deferred tax assets (liabilities) $ - $ - |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Measurement | |
Schedule of Derivative Liabilities at Fair Value | Level 1 Level 2 Level 3 Total Warrant liability $ - $ - $ 175,975 $ 175,975 |
Changes in the fair value of the Company's Level 3 financial liabilities | Debt Derivative Liability Warrant Liability Balance, December 31, 2016 5,115,280 26,903 Transfers in (out): Initial fair value of debt derivative at note issuance 11,023,244 - Transfers out of Level 3 upon conversion and settlement of notes (1,146,201 ) - Transfers out of Level 3 upon note modification (30,806,073 ) - Mark-to-market at December 31, 2017: Embedded derivative 15,813,750 149,072 Balance, December 31, 2017 - 175,975 Transfers in (out): Transfers out of Level 3 upon election of ASU 2017-11 - (175,975 ) Balance, December 31, 2018 $ - $ - |
BUSINESS (Details Narrative)
BUSINESS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Jul. 28, 2016 | |
State of Incorporation | Nevada | |
January 22, 2019 [Member] | ||
Description of reverse stock split | Effective January 22, 2019, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 100 shares of common stock. As a result, 259,984,655 shares of the Companys common stock were exchanged for 2,599,847 shares of the Companys common stock. These consolidated financial statements have been retroactively restated to reflect the reverse stock split (See Note 12). | |
BioCorRx Pharmaceuticals, Inc [Member] | ||
Licensing rights, carrying value | $ 250,000 | |
BioCorRx Pharmaceuticals, Inc [Member] | BioCorRx, Inc [Member] | ||
Equity issued ownership | 75.80% | |
Officer [Member] | BioCorRx Pharmaceuticals, Inc [Member] | ||
Equity issued ownership | 24.20% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Significant Accounting Policies Details Abstract | ||
Sales/access fees | $ 129,960 | $ 174,700 |
Distribution rights income | 246,696 | 482,571 |
Net sales | $ 376,656 | $ 657,271 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Significant Accounting Policies Details 1Abstract | ||
Total deferred revenue, Beginning Balance | $ 638,693 | $ 1,046,264 |
Cash payments received | 25,000 | 75,000 |
Net sales recognized | (246,696) | (482,571) |
Total deferred revenue, Ending Balance | 416,997 | 638,693 |
Less short term | 209,474 | 237,347 |
Long term | $ 207,523 | $ 401,346 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Significant Accounting Policies Details Abstract | ||
Shares underlying options outstanding | $ 791,850 | $ 478,850 |
Shares underlying warrants outstanding | 85,250 | 24,300 |
Shares underlying convertible notes outstanding | 1,312,500 | 1,312,500 |
Total | 2,189,600 | 1,815,650 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 15, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts | $ 12,500 | $ 105,000 | |
Deposits in excess of FDIC limits | 29,772 | 0 | |
Property plant and equipment estimated useful lives | 3 years | ||
Impairment loss | 250,000 | ||
Intangible assets , carrying value | 0 | ||
Advertising costs | 88,912 | 134,217 | |
Research and development expenses | $ 151,768 | $ 450,722 | |
Stock options, outstanding | 791,850 | 478,500 | |
Stock options vested and exercisable | 634,350 | 231,000 | |
Description of likelihood settlement | The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. | ||
Operating lease liabilities, net of deferred rent expected to recognized upon adoption of ASU No. 2016-02 | $ 25,000 | ||
Reclassify fair value of warrant liability upon adoption of ASU 2017-11 | 175,975 | ||
Right of use assets expected to recognized upon adoption of ASU No. 2016-02 | $ 25,000 | ||
Furniture And Other Equipment [Member] | Minimum [Member] | |||
Property plant and equipment estimated useful lives | 5 years | ||
Furniture And Other Equipment [Member] | Maximum [Member] | |||
Property plant and equipment estimated useful lives | 15 years |
GOING CONCERN AND MANAGEMENT'_2
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Going Concern And Managements Liquidity Plans | ||
Cash | $ 279,772 | $ 11,342 |
Working capital deficit | 5,807,836 | |
Net cash provided by operating activities | (1,825,623) | (2,540,395) |
Proceeds from notes payable | 750,000 | |
Proceeds from sale of common stock | $ 1,400,000 | $ 940,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property and equipment, gross | $ 70,525 | $ 39,778 |
Less accumulated depreciation | (26,156) | (20,766) |
Property and equipment, net | 44,369 | 19,012 |
Office Equipment [Member] | ||
Property and equipment, gross | 34,234 | 34,234 |
Computer Equipment [Member] | ||
Property and equipment, gross | 5,544 | 5,544 |
Manufacturing Equipment [Member] | ||
Property and equipment, gross | $ 30,747 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property And Equipment Details Narrative Abstract | ||
Depreciation expense | $ 5,390 | $ 6,122 |
INTELLECTUAL PROPERTY_ LICENS_2
INTELLECTUAL PROPERTY/ LICENSING RIGHTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 20, 2018 | Jul. 28, 2016 | Jan. 26, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Intellectual property fees | $ 55,648 | |||||
Description for right to purchase perpetual rights | North America with the option for Central and South America for Naltrexone Implants formulas created by the Seller for 24 months upon receipt of the intellectual property for a fee of $55,648. The Company, within the first 12 months has the right to purchase perpetual rights for above territories for a one-time fee, financed over 5 years. The rights are amortized over the 24 month contract life. | |||||
Amortization expenses | $ 1,963 | $ 27,767 | ||||
Impairment loss | 250,000 | |||||
Carrying value | 0 | |||||
Naltrexone Implant Formulation [Member] | Australia from Trinity Compound Solutions [Member] | ||||||
Aggregate purchase price, value | $ 236,000 | |||||
Aggregate purchase price, Shares | 10,000 | |||||
Naltrexone Implant Formulation [Member] | New Zealand from Trinity Compound Solutions [Member] | ||||||
Aggregate purchase price, value | $ 236,000 | |||||
Aggregate purchase price, Shares | 20,000 | |||||
Therakine, Ltd. [Member] | ||||||
License cost | $ 2,750,000 | |||||
Aggregate purchase price, value | $ 250,000 | $ 250,000 | $ 250,000 | |||
Escrow deposit | $ 75,000 | |||||
Therakine, Ltd. [Member] | Minimum [Member] | ||||||
Milestone payments and royalties | 5.00% | |||||
Therakine, Ltd. [Member] | Maximum [Member] | ||||||
Milestone payments and royalties | 12.00% |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts Payable And Accrued Expenses Details Abstract | ||
Accounts payable | $ 656,354 | $ 714,823 |
Interest payable on notes payable | 898,234 | 483,075 |
Deferred rent | 764 | 1,638 |
Accounts payable and accrued expenses | $ 1,554,652 | $ 1,199,536 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts Payable And Accrued Expenses Details Narrative Abstract | ||
Common stock issued to settle outstanding accounts payable | 4,236 | |
Gain on settlement of debt | $ 847 | $ 296,592 |
SETTLEMENT PAYABLE (Details Nar
SETTLEMENT PAYABLE (Details Narrative) - USD ($) | Mar. 07, 2016 | Mar. 31, 2017 | Mar. 21, 2016 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 08, 2017 | Mar. 09, 2016 |
Description of settlement agreement | The remaining balance of $60,000 shall be paid in twelve (12) monthly payments of $5,000 each through April 1, 2018. | |||||||
Settlements payable, short term | $ 250,000 | $ 190,000 | ||||||
Accounts payable | 195,845 | $ 0 | $ 15,000 | |||||
Notes payable | $ 54,155 | $ 672,581 | $ 172,748 | |||||
Maturity date | Dec. 16, 2016 | |||||||
Jeffery D. Segal [Member] | ||||||||
Legal services | $ 59,174 | |||||||
Chief Executive Officer [Member] | ||||||||
Unpaid compensation, bonuses and previous loans in aggregate | $ 316,000 | |||||||
Settlement Agreement [Member] | ||||||||
Settlement payable | $ 65,000 | $ 65,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 12, 2018 | Jul. 07, 2014 | Nov. 15, 2018 | Jul. 26, 2018 | Jan. 26, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Notes payable balance | $ 672,581 | ||||||
Unsecured promissory notes | $ 545,218 | ||||||
Interest rate | 12.00% | 8.00% | |||||
Monthly payments | $ 10,658 | ||||||
Common stock, shares issued | 2,500 | 100,000 | 2,597,347 | 2,440,863 | |||
Warrants issued | 5,000 | ||||||
Warrant exercise price per share | $ 20 | $ 100 | |||||
Original issuance discount | $ 11,250 | $ 11,250 | |||||
Principal and interest due date | Jul. 26, 2018 | ||||||
Common stock issued in connection with note payable extension, Amount | 12,000 | ||||||
Debt discount | $ 144,661 | $ 1,530,470 | $ 1,461,054 | ||||
Expected life | 3 years | ||||||
Notes payable [Member] | |||||||
Common stock issued in connection with note payable extension, Shares | 100,000 | ||||||
Common stock issued in connection with note payable extension, Amount | $ 12,000 | ||||||
Note 2 [Member] | |||||||
Unsecured promissory notes | $ 250,000 | ||||||
Interest rate | 8.00% | ||||||
Promissory notes issued | $ 275,000 | ||||||
Proceeds received | 250,000 | ||||||
Original issuance discount | $ 25,000 | ||||||
Note 1 [Member] | |||||||
Unsecured promissory notes | $ 250,000 | ||||||
Interest rate | 8.00% | ||||||
Promissory notes issued | $ 275,000 | ||||||
Proceeds received | 250,000 | ||||||
Original issuance discount | $ 25,000 | ||||||
Minimum [Member] | |||||||
Volatility | 176.31% | ||||||
Risk free rate | 2.78% | ||||||
Stock price | $ 7.20 | ||||||
Maximum [Member] | |||||||
Volatility | 177.01% | ||||||
Risk free rate | 2.91% | ||||||
Stock price | $ 7.30 | ||||||
Debt Discount [Member] | |||||||
Interest expense | $ 17,242 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 10, 2016 | Jul. 07, 2014 | Jan. 26, 2018 | Jun. 29, 2017 | Oct. 20, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 15, 2018 |
Amortization of debt discount | $ 1,487,728 | $ 1,460,225 | ||||||
Original issuance discount | 11,250 | 11,250 | ||||||
Interest rate | 12.00% | 8.00% | ||||||
Cash balance | 279,772 | $ 11,342 | ||||||
Fair value of the derivatives liability | 11,023,244 | |||||||
Non-cash interest expense | $ 9,363,244 | |||||||
Common stock, shares issued | 100,000 | 2,597,347 | 2,440,863 | 2,500 | ||||
Hoppel/Vista Capital Promissory Notes payable [Member] | ||||||||
Original issuance discount | $ 20,000 | |||||||
Maturity period | 180 days | |||||||
Common stock, per share | $ 2.50 | |||||||
Aggregate purchase price | $ 136,620 | |||||||
Common stock, shares issued | 800,000 | |||||||
Additional shares of common stock | 2,500 | |||||||
Hoppel/Capital Vista Promissory Notes Payable [Member] | ||||||||
Convertible promissory note | 220,000 | |||||||
Gross proceeds | $ 200,000 | |||||||
Maturity period | 6 months | |||||||
BICX Holding Company LLC [Member] | ||||||||
Gain (Loss) on change of fair value of debt derivatives | $ 12,217,004 | |||||||
Convertible promissory note | $ 2,500,000 | |||||||
Maturity period | June 10, 2019 | |||||||
Interest rate | 8.00% | |||||||
Conversion price, percentage | 25.00% | |||||||
Common stock, per share | $ 1.90 | |||||||
Cash balance | $ 50,000 | |||||||
Aggregate principal amount, percentage | 42.43% | |||||||
Aggregate purchase price | $ 5,000,000 | |||||||
Principal amount | 2,500,000 | $ 2,500,000 | ||||||
Aggregate fair value embedded derivatives | $ 30,806,073 | |||||||
Dividend yield | 0.00% | 0.00% | ||||||
Expected volatility | 169.77% | |||||||
Weighted average risk-free interest rate | 1.38% | |||||||
Expected life | 1 year 11 months 12 days | |||||||
Estimated fair value | $ 10.80 | |||||||
BICX Holding Company LLC [Member] | Minimum [Member] | ||||||||
Aggregate purchase price | 1,660,000 | |||||||
Expected volatility | 167.85% | |||||||
Weighted average risk-free interest rate | 1.26% | |||||||
Expected life | 2 years 2 months 16 days | |||||||
Estimated fair value | $ 9 | |||||||
BICX Holding Company LLC [Member] | Maximum [Member] | ||||||||
Aggregate purchase price | $ 4,160,000 | |||||||
Expected volatility | 168.32% | |||||||
Weighted average risk-free interest rate | 1.37% | |||||||
Expected life | 2 years 2 months 30 days | |||||||
Estimated fair value | $ 11.22 |
NOTES PAYABLE-RELATED PARTY (De
NOTES PAYABLE-RELATED PARTY (Details Narrative) - USD ($) | Jul. 07, 2014 | Mar. 21, 2016 | Jan. 22, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | Nov. 15, 2018 | Jan. 26, 2018 | Mar. 31, 2014 |
Outstanding principal balance to related parties | $ 22,980 | $ 22,980 | |||||||
Outstanding principal balance on issuance of promissory note | $ 163,610 | $ 163,610 | |||||||
Unsecured promissory notes | $ 545,218 | ||||||||
Maturity date | Dec. 16, 2016 | ||||||||
Principal payments (monthly) | $ 10,658 | ||||||||
Principal and accrued interest | $ 36,390 | ||||||||
Common stock, shares issued | 2,597,347 | 2,440,863 | 2,500 | 100,000 | |||||
Original issuance discount | $ 11,250 | $ 11,250 | |||||||
Repayment of notes payable | 187,748 | ||||||||
Amended [Member] | |||||||||
Common stock, shares issued | 950,000 | ||||||||
Mr Emry [Member] | |||||||||
Unsecured promissory notes | $ 200,000 | ||||||||
Maturity date | Jan. 1, 2018 | ||||||||
Interest rate | 12.00% | ||||||||
Repayment of notes payable | 15,000 | ||||||||
Neil Muller [Member] | |||||||||
Repayment of notes payable | $ 10,000 | ||||||||
February 1, 2015 [Member] | Mr Emry [Member] | |||||||||
Principal payments (monthly) | $ 6,650 |
WARRANT LIABILITY (Details Narr
WARRANT LIABILITY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrant liability | $ 175,975 | |
Reclassify fair value of warrant liability upon adoption of ASU 2017-11 | 175,975 | |
January 1, 2018 [Member] | ||
Reclassify fair value of warrant liability upon adoption of ASU 2017-11 | $ 175,975 | |
Warrant [Member] | ||
Remaining warrants | 11,550 | |
Dividend yield | 0.00% | |
Expected volatility | 154.88% | |
Weighted average risk-free interest rate | 1.39% | |
Expected life | 3 months 8 days | |
Estimated fair value of the Company's common stock | $ 16.59 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Jan. 22, 2019 | Dec. 31, 2018USD ($)$ / sharesshares | Nov. 30, 2018USD ($)shares | Oct. 31, 2018USD ($)shares | Aug. 31, 2018USD ($)shares | Jul. 31, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | Apr. 30, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Feb. 28, 2018USD ($)shares | Jan. 31, 2018USD ($)shares | Jan. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Nov. 30, 2017USD ($)shares | Oct. 31, 2017USD ($)shares | Sep. 30, 2017USD ($)shares | Aug. 31, 2017USD ($)shares | May 31, 2017USD ($)shares | Apr. 30, 2017USD ($)shares | Mar. 31, 2017USD ($)shares | Feb. 28, 2017USD ($)shares | Jan. 31, 2017USD ($)shares | Nov. 16, 2016Integer$ / sharesshares | Jun. 19, 2014Integershares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Nov. 15, 2018shares | May 10, 2018shares | Jan. 26, 2018shares | Jun. 25, 2014shares | |
Preferred Stock, Shares Designated, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 600,000 | 600,000 | 600,000 | 600,000 | ||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 80,000 | 80,000 | 80,000 | 80,000 | ||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 80,000 | 80,000 | 80,000 | 80,000 | ||||||||||||||||||||||||||
Common stock exchange description | As a result, 259,984,655 shares of the Company’s common stock were exchanged for 2,599,847 shares of the Company’s common stock. | |||||||||||||||||||||||||||||
Reverse stock split | The ratio of 1 share for every 100 shares of common stock. | |||||||||||||||||||||||||||||
Common Stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | 750,000,000 | 750,600,000 | |||||||||||||||||||||||||
Common stock, par value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Common stock, shares issued | 2,597,347 | 2,440,863 | 2,597,347 | 2,440,863 | 2,500 | 100,000 | ||||||||||||||||||||||||
Common Stock, shares outstanding | 2,597,347 | 2,440,863 | 2,597,347 | 2,440,863 | ||||||||||||||||||||||||||
Capital Stock, shares authorized | 525,600,000 | 525,600,000 | ||||||||||||||||||||||||||||
Proceeds from the sale of common stock | $ | $ 1,400,000 | $ 940,000 | ||||||||||||||||||||||||||||
Directors [Member] | ||||||||||||||||||||||||||||||
Preferred Stock Designated , Shares | 80,000 | |||||||||||||||||||||||||||||
Number of votes | Integer | 1,000 | |||||||||||||||||||||||||||||
Officers and Directors [Member] | ||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 160,000 | 80,000 | ||||||||||||||||||||||||||||
May 10, 2018 [Member] | ||||||||||||||||||||||||||||||
Common Stock, shares authorized | 525,000,000 | 525,000,000 | ||||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||||
Common stock, shares | 2,500 | 593 | 57,500 | 1,000 | 5,000 | 9,156 | 5,000 | 250 | 1,250 | 12,500 | 8,000 | 500 | 500 | 5,500 | 5,000 | 7,500 | 16,750 | 3,500 | 2,281 | |||||||||||
Common stock, value | $ | $ 18,250 | $ 5,000 | $ 12,000 | $ 124,494 | $ 67,500 | $ 3,640 | $ 21,875 | $ 132,720 | $ 4,450 | $ 5,005 | $ 47,245 | $ 43,000 | $ 102,750 | $ 62,850 | $ 25,830 | $ 7,478 | ||||||||||||||
Proceeds from the sale of common stock | $ | $ 1,150,000 | $ 100,000 | $ 150,000 | |||||||||||||||||||||||||||
Common Stock | Distribution Agreement [Member] | ||||||||||||||||||||||||||||||
Common stock, shares | 10,000 | |||||||||||||||||||||||||||||
Common stock, value | $ | $ 80,000 | |||||||||||||||||||||||||||||
Common Stock | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||
Common stock, shares | 2,500 | 1,000 | 136,620 | |||||||||||||||||||||||||||
Common stock, value | $ | $ 18,000 | $ 25,500 | $ 220,000 | |||||||||||||||||||||||||||
Common Stock | Intellectual Property [Member] | ||||||||||||||||||||||||||||||
Common stock, shares | 20,000 | |||||||||||||||||||||||||||||
Common stock, value | $ | $ 226,000 | |||||||||||||||||||||||||||||
Common Stock | Accounts Payable [Member] | ||||||||||||||||||||||||||||||
Common stock, shares | 4,236 | |||||||||||||||||||||||||||||
Common stock, value | $ | $ 29,653 | |||||||||||||||||||||||||||||
Common Stock | Service [Member] | ||||||||||||||||||||||||||||||
Common stock, shares | 13,250 | 10,500 | 250 | |||||||||||||||||||||||||||
Common stock, value | $ | $ 92,750 | $ 137,200 | $ 5,270 | |||||||||||||||||||||||||||
Common Stock One [Member] | ||||||||||||||||||||||||||||||
Common stock, shares | 436,667 | |||||||||||||||||||||||||||||
Common stock, value | $ | $ 940,000 | |||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 160,000 | 160,000 | 160,000 | 160,000 | ||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 160,000 | 160,000 | 160,000 | 160,000 | ||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Directors [Member] | ||||||||||||||||||||||||||||||
Preferred Stock, Shares Designated, par value | $ / shares | $ 160,000 | |||||||||||||||||||||||||||||
Number of votes | Integer | 2,000 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - Employee and vesting non-employee options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Risk-free interest rate | 2.85% | 1.86% |
Dividend yield | 0.00% | 0.00% |
Stock price volatility | 135.18% | 171.77% |
Expected life | 5 years 6 months | 5 years |
Weighted average grant date fair value | $ 12.07 | $ 15.19 |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | ||
Outstanding, Beginning | 478,850 | 478,500 |
Grants | 315,000 | 350 |
Exercised | ||
Expired/Canceled | 2,000 | |
Outstanding, Ending | 791,850 | 478,850 |
Exercisable at End of Year | 634,350 | |
Weighted Average Exercise Price | ||
Outstanding, Beginning | $ 4 | $ 9 |
Grants | 14 | 1.60 |
Expired/Canceled | 10 | |
Outstanding, Ending | 8.09 | $ 4 |
Exercisable at End of Year | $ 6.63 | |
Weighted Average Remaining Contractual Term | ||
Outstanding, Beginning | 8 years 1 month 2 days | 4 years 4 months 24 days |
Grants | 5 years | 10 years |
Outstanding at End of Year | 7 years 8 months 12 days | 8 years 1 month 2 days |
Exercisable at End of Year | 7 years 3 months 19 days | |
Aggregate Intrinsic Value | ||
Outstanding, Beginning | $ 326,700 | |
Grants | ||
Expired/Canceled | ||
Outstanding at End of Year | 1,188,065 | $ 326,700 |
Exercisable at End of Year | $ 1,188,065 |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details 2) | 12 Months Ended |
Dec. 31, 2018shares | |
Exercisable number of options | 634,350 |
Stock Options [Member] | |
Number of options | 791,850 |
Weighted average remaining life in years | 7 years 8 months 12 days |
Exercisable number of options | 39,635,000 |
0.01-2.50 [Member] | |
Number of options | 330,350 |
Weighted average remaining life in years | 7 years 6 months |
Exercisable number of options | 330,350 |
2.51-5.00 [Member] | |
Number of options | 35,000 |
Weighted average remaining life in years | 1 year 7 months 6 days |
Exercisable number of options | 35,000 |
5.01 [Member] | |
Number of options | 426,500 |
Weighted average remaining life in years | 8 years 4 months 24 days |
Exercisable number of options | 269,000 |
STOCK OPTIONS AND WARRANTS (D_4
STOCK OPTIONS AND WARRANTS (Details 3) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number exercisable | 634,350 |
Warrant [Member] | 20.00 [Member] | |
Exercise Prices | $ / shares | $ 20 |
Number outstanding | 10,000 |
Weighted average remaining contractual life | 2 years 11 months 1 day |
Weighted average exercise price | $ / shares | $ 20 |
Number exercisable | 10,000 |
Weighted average remaining contractual life, Exercisable | 2 years 11 months 1 day |
Warrant [Member] | 25.00 [Member] | |
Exercise Prices | $ / shares | $ 25 |
Number outstanding | 12,750 |
Weighted average remaining contractual life | 6 months 7 days |
Weighted average exercise price | $ / shares | $ 25 |
Number exercisable | 12,750 |
Weighted average remaining contractual life, Exercisable | 6 months 7 days |
Warrant [Member] | 100.00 [Member] | |
Exercise Prices | $ / shares | $ 100 |
Number outstanding | 62,500 |
Weighted average remaining contractual life | 2 years 4 months 20 days |
Weighted average exercise price | $ / shares | $ 100 |
Number exercisable | 62,500 |
Weighted average remaining contractual life, Exercisable | 2 years 4 months 20 days |
Warrant [Member] | 79.40 [Member] | |
Exercise Prices | $ / shares | |
Number outstanding | 85,250 |
Weighted average remaining contractual life | 2 years 2 months 1 day |
Weighted average exercise price | $ / shares | $ 79.40 |
Number exercisable | 85,250 |
Weighted average remaining contractual life, Exercisable | 2 years 2 months 1 day |
STOCK OPTIONS AND WARRANTS (D_5
STOCK OPTIONS AND WARRANTS (Details 4) - Warrant Fair Value [Member] | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Dividend yield | 0.00% |
Expected life | 3 years |
Weighted average grant date fair value | $ 5.84 |
Minimum [Member] | |
Risk-free interest rate | 2.78% |
Stock price volatility | 176.31% |
Maximum [Member] | |
Risk-free interest rate | 2.91% |
Stock price volatility | 177.01% |
STOCK OPTIONS AND WARRANTS (D_6
STOCK OPTIONS AND WARRANTS (Details 5) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | ||
Outstanding, Beginning | 478,850 | 478,500 |
Issued | 315,000 | 350 |
Exercised | ||
Expired/Canceled | 2,000 | |
Outstanding, Ending | 791,850 | 478,850 |
Weighted Average Exercise Price | ||
Outstanding, Beginning | $ 4 | $ 9 |
Issued | 14 | 1.60 |
Expired/Canceled | 10 | |
Outstanding, Ending | $ 8.09 | $ 4 |
Warrant [Member] | ||
Number of Shares | ||
Outstanding, Beginning | 24,300 | 26,300 |
Issued | 72,500 | |
Exercised | ||
Expired/Canceled | (11,550) | (2,000) |
Outstanding, Ending | 85,250 | 24,300 |
Weighted Average Exercise Price | ||
Outstanding, Beginning | $ 91 | $ 58 |
Issued | 88.97 | |
Exercised | ||
Expired/Canceled | 100 | 25 |
Outstanding, Ending | $ 79.40 | $ 91 |
STOCK OPTIONS AND WARRANTS (D_7
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | Jun. 13, 2018 | May 15, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 15, 2018 | May 25, 2017 |
Stock compensation expense | $ 2,349,427 | $ 319,460 | ||||
Stock compensation expense unamortized | $ 1,584,691 | |||||
Weighted average remaining life | 5 months | |||||
Warrant exercise price per share | $ 100 | $ 20 | ||||
Warrant to purchase shares | 62,500 | |||||
Warrant term | 3 years | |||||
2018 Equity Incentive Plan [Member] | ||||||
Issuance of common stock, description | The Plan provides for the issuance of up to 45,000450,000 shares of the Company’s common stock, par value $0.001 per share | |||||
Officers and Directors [Member] | ||||||
Purchase of common stock by award option | 315,000 | |||||
Stock option, vesting term, description | These options vest monthly over 12 months and have a term of 10 years. | |||||
Option, exercise price | $ 14 | |||||
Fair value of options | $ 3,803,258 | |||||
Options Held [Member] | ||||||
Purchase of common stock by award option | 350 | |||||
Fair value of options | $ 5,318 | |||||
Warrant exercise price per share | $ 1.60 | |||||
Warrant term | 5 years | |||||
Stock Options [Member] | ||||||
Intrinsic value of the vested stock options price | $ 5.50 | |||||
Warrant [Member] | ||||||
Option, exercise price | $ 20 | |||||
Warrant to purchase shares | 10,000 | |||||
Warrant term | 3 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Jul. 28, 2016 | |
Tom Welch [Member] | |||
Monthly remuneration | $ 12,500 | ||
Consulting fees | 167,417 | $ 175,000 | |
Unpaid balance | 0 | 9,900 | |
Brady Granier, Lourdes Felix and Kent Emry [Member] | |||
Sub issued ownership percentage | 24.20% | ||
BioCorRx Pharmaceuticals, Inc [Member] | |||
Company ownership percentage | 75.80% | ||
Soupface LLC [Member] | |||
Monthly remuneration | 14,583 | ||
Consulting fees | 212,500 | 203,125 | |
Unpaid balance | 0 | 14,900 | |
Brady Granier [Member] | |||
Monthly remuneration | 14,583 | ||
Consulting fees | 0 | 30,727 | |
Unpaid balance | 0 | 0 | |
Felix Financial Enterprises [Member] | |||
Monthly remuneration | 14,583 | ||
Consulting fees | 200,625 | 204,001 | |
Unpaid balance | 0 | 14,900 | |
Premier Aftercare Recovery [Member] | |||
Monthly remuneration | 14,583 | ||
Consulting fees | 0 | 0 | |
Unpaid balance | $ 32,318 | $ 32,318 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earned revenues from customers in percent | 73.00% | 80.00% |
Accounts receivable from customers in percent | 93.00% | 44.00% |
Customer One [Member] | ||
Earned revenues from customers in percent | 13.00% | |
Accounts receivable from customers in percent | 44.00% | |
Customer Two [Member] | ||
Earned revenues from customers in percent | 18.00% | |
Accounts receivable from customers in percent | 17.00% | |
Customer Three [Member] | ||
Earned revenues from customers in percent | 22.00% | |
Accounts receivable from customers in percent | 32.00% | |
Customer Four [Member] | ||
Earned revenues from customers in percent | 20.00% | 12.00% |
Customer One [Member] | ||
Earned revenues from customers in percent | 12.00% | |
Accounts receivable from customers in percent | 12.00% | |
Customer Two [Member] | ||
Earned revenues from customers in percent | 12.00% | |
Accounts receivable from customers in percent | 19.00% | |
Customer Three [Member] | ||
Earned revenues from customers in percent | 31.00% | |
Accounts receivable from customers in percent | 13.00% | |
Customer Five [Member] | ||
Earned revenues from customers in percent | 13.00% |
NON CONTROLLING INTEREST (Detai
NON CONTROLLING INTEREST (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net loss | $ (6,511,891) | $ (29,705,669) |
Net loss attributable to the non-controlling interest | 72,487 | |
Non-Controlling Interest | ||
Net loss | $ (299,533) | $ 0 |
Average Non-controlling interest percentage of profit/losses | 24.20% | 24.20% |
Net loss attributable to the non-controlling interest | $ (72,487) | $ 0 |
NON CONTROLLING INTEREST (Det_2
NON CONTROLLING INTEREST (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Non Controlling Interest Details Abstract | ||
Beginning Balance | ||
Net loss attributable to the non-controlling interest | (72,487) | |
Ending Balance | $ (72,487) |
NON CONTROLLING INTEREST (Det_3
NON CONTROLLING INTEREST (Details Narrative) - USD ($) | Dec. 31, 2018 | Jul. 28, 2016 |
Brady Granier, Lourdes Felix and Kent Emry [Member] | ||
Sub issued ownership percentage | 24.20% | |
BioCorRx Pharmaceuticals, Inc [Member] | ||
Company ownership percentage | 75.80% | |
Licensing rights, carrying value | $ 250,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2018USD ($) |
Commitments And Contingencies Details Abstract | |
Year ended December 31, 2019 | $ 26,844 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jun. 13, 2018 | Dec. 10, 2015 | Jul. 28, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 20, 2015 | Oct. 19, 2015 |
Rent expense | $ 52,029 | $ 41,533 | ||||||
Impairment loss | 250,000 | |||||||
Intangible assets , carrying value | 0 | |||||||
Alpine Creek Capital Partners LLC [Member] | ||||||||
Total royalty payable | $ 405,000 | |||||||
Deposit amount | $ 55,000 | |||||||
Cancellation of secured promissory note | $ 55,000 | |||||||
Payables to the Company | 295,000 | |||||||
Payables to Alpine Creek | $ 1,215,000 | |||||||
Payable commitment description | In the event that the Company has not paid Alpine Creek $1,215,000 within 24 months of the Effective Date, then the Company shall continue to pay Alpine Creek fifty percent (50%) for each Treatment following the Effective Date until the Company has paid Alpine Creek an aggregate of $1,620,000, with the exception of treatments conducted in certain territories | |||||||
Payable per treatment sold | $ 100 | |||||||
Profit holding percentage | 50.00% | |||||||
Therakine, Ltd. [Member] | ||||||||
License cost | $ 2,750,000 | |||||||
Aggregate purchase price | $ 250,000 | $ 250,000 | $ 250,000 | |||||
Escrow deposit | $ 75,000 | |||||||
Therakine, Ltd. [Member] | Maximum [Member] | ||||||||
Sales of products | 12.00% | |||||||
Therakine, Ltd. [Member] | Minimum [Member] | ||||||||
Sales of products | 5.00% | |||||||
Employment Agreements [Member] | Tom Welch [Member] | ||||||||
Annual salary | $ 150,000 | |||||||
Monthly car allowance and reimbursements for health and medical insurance | $ 500 | |||||||
Stock option period | 10 years | |||||||
Stock options to purchase common shares | 75,000 | |||||||
Exercise price | $ 14 | |||||||
Employment Agreements [Member] | Ms. Lourdes Felix [Member] | ||||||||
Annual salary | $ 175,000 | |||||||
Monthly car allowance and reimbursements for health and medical insurance | $ 500 | |||||||
Stock option period | 10 years | |||||||
Stock options to purchase common shares | 75,000 | |||||||
Exercise price | $ 14 | |||||||
Employment Agreements [Member] | Brady Granier [Member] | ||||||||
Annual salary | $ 175,000 | |||||||
Monthly car allowance and reimbursements for health and medical insurance | $ 500 | |||||||
Stock option period | 10 years | |||||||
Stock options to purchase common shares | 75,000 | |||||||
Exercise price | $ 14 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current provision: | ||
Federal | ||
State | ||
Deferred benefit: | ||
Federal | (377,512) | (660,421) |
State | (174,325) | (119,597) |
Total | (551,837) | (780,018) |
Change in valuation allowance | 551,837 | 780,018 |
Total Provision |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes Details 1 | ||
Provision at statutory rate | 21.00% | 34.00% |
State taxes, net of federal benefit | 8.84% | 5.80% |
Nondeductible and other items | (8.84%) | (18.80%) |
Change in valuation allowance | (21.00%) | (21.00%) |
Total | (0.00%) | 0.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 648,891 | $ 746,919 |
Share-based compensation | 592,023 | 174,465 |
Accural to cash | 26,853 | (45,292) |
Other | 379,096 | 2,278,510 |
Total deferred tax assets | 1,646,863 | 3,154,602 |
Valuation allowance | (1,646,863) | (3,098,002) |
Net deferred tax asset | 56,600 | |
Deferred tax liabilities: | ||
Tax deductible licensing agreement | (56,600) | |
Accrual to cash | ||
Other | ||
Total deferred tax liabilities | (56,600) | |
Net deferred tax assets (liabilities) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Taxes Details Narrative | |
Federal net operating losses carryforward expiry period | 2033 |
Federal net operating losses carryforward | $ 8,400,000 |
Cumulative change in ownership | 50.00% |
Provisional decrease | $ 273,152 |
Valuation allowances adjustments | $ 273,152 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) | Dec. 31, 2017USD ($) |
Warrant liability | $ 175,975 |
Level 1 [Member] | |
Warrant liability | |
Level 2 [Member] | |
Warrant liability | |
Level 3 [Member] | |
Warrant liability | $ 175,975 |
FAIR VALUE MEASUREMENT (Detai_2
FAIR VALUE MEASUREMENT (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Derivative Liability [Member] | ||
Fair value of debt derivative, Beginning | $ 5,115,280 | |
Initial fair value of debt derivative at note issuance | 11,023,244 | |
Transfers out of Level 3 upon conversion and settlement of notes | (1,146,201) | |
Transfers out of Level 3 upon note modification | (30,806,073) | |
Transfers out of Level 3 upon election of ASU 2017-11 | ||
Mark-to-market: | ||
Embedded derivative | 15,813,750 | |
Fair value of debt derivative, Ending | ||
Warrant [Member] | ||
Fair value of debt derivative, Beginning | 175,975 | 26,903 |
Initial fair value of debt derivative at note issuance | ||
Transfers out of Level 3 upon conversion and settlement of notes | ||
Transfers out of Level 3 upon note modification | ||
Transfers out of Level 3 upon election of ASU 2017-11 | (175,975) | |
Mark-to-market: | ||
Embedded derivative | 149,072 | |
Fair value of debt derivative, Ending | $ 175,975 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||||||||||
Mar. 31, 2019 | Feb. 28, 2019 | Feb. 22, 2019 | Feb. 14, 2019 | Jan. 22, 2019 | Mar. 29, 2019 | Jan. 26, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Nov. 15, 2018 | Jan. 26, 2018 | Dec. 31, 2017 | |
Common stock shares issued | 2,597,347 | 2,500 | 100,000 | 2,440,863 | ||||||||
Reverse stock split ratio | The ratio of 1 share for every 100 shares of common stock. | |||||||||||
Subsequent Event [Member] | ||||||||||||
Common stock shares issued | 833 | |||||||||||
Reverse stock split ratio | 1-for-100 | |||||||||||
Lease amendment description | The Company entered into a First Amendment to Lease extending the office lease in Anaheim, California from July 1, 2019 and expiring on September 30, 2024 with rent beginning at $5,522 per month escalating to $6,552 per month. | |||||||||||
Subsequent Event [Member] | Two Investors [Member] | ||||||||||||
Shares purchase | 400,000 | |||||||||||
Purchase price, per share | $ 15 | |||||||||||
Subscription amount | $ 6,000,000 | |||||||||||
Royalty description | The investors will also receive royalties from each future sale of the Company’s weight loss program. A total of $37.50 out of the gross sales amount of each program sold will be paid to the investors starting on the date the first program is sold and ending on the 3rd anniversary of the initial sales date; and a total of $25.00 out of the gross sales amount of each program sold will be paid to the investors thereafter, ending on the 15th anniversary of the initial sales date. | |||||||||||
Subsequent Event [Member] | Five Directors [Member] | ||||||||||||
Common stock shares issued | 6,205 | |||||||||||
Common stock value, per share | $ 4.03 | |||||||||||
Subsequent Event [Member] | Investor [Member] | ||||||||||||
Shares purchase | 22,222 | |||||||||||
Purchase price, per share | $ 4.50 | |||||||||||
Subscription amount | $ 100,000 | |||||||||||
Subsequent Event [Member] | Lender [Member] | ||||||||||||
Common stock shares issued | 1,000 | |||||||||||
Replaced promissory note amount | $ 125,000 | |||||||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||||||
Common stock shares issued | 2,500 | |||||||||||
Common stock value, per share | $ 6.10 |