Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 01, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | ENDONOVO THERAPEUTICS, INC. | ||
Entity Central Index Key | 0001528172 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 18,419,338 | ||
Entity Common Stock, Shares Outstanding | 8,813,704 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash | $ 18,893 | $ 379,151 | [1] |
Accounts receivable, net of allowance for doubtful accounts of $0 | 22,742 | 3,345 | [1] |
Prepaid expenses and other current assets | 20,920 | [1] | |
Total current assets | 62,555 | 382,496 | [1] |
Property Plant and Equipment, net | 5,915 | 6,727 | [1] |
Patents, net | 3,206,180 | 3,853,090 | [1] |
Total assets | 3,274,650 | 4,242,313 | [1] |
Current Liabilities | |||
Accounts payable | 599,470 | 157,388 | [1] |
Accrued interest | 1,317,376 | 786,098 | [1] |
Deferred compensation | 2,431,373 | 2,245,757 | [1] |
Notes payable, net of discounts of $ 12,649 as of December 31, 2019 and $1,833,795 as of December 31, 2018 | 6,697,146 | 6,054,403 | [1] |
Notes payable - related party | 165,000 | 270,000 | [1] |
Derivative liability | 10,599,690 | 4,426,026 | [1] |
Series C preferred stock liability, net of discounts of $766 and $180,712 at December 31, 2019 and December 31, 2018, respectively | 1,813,415 | 1,539,479 | [1] |
Total current liabilities | 23,623,470 | 15,479,151 | [1] |
Acquisition payable | 155,000 | 155,000 | [1] |
Total liabilities | 23,778,470 | 15,634,151 | [1] |
COMMITMENTS AND CONTINGENCIES, note 9 | |||
Shareholders' deficit | |||
Super AA super voting preferred stock, $0.001 par value; 1,000,000 authorized and 25,000 issued and outstanding at December 31, 2019 and December 31, 2018 | 25 | 25 | [1] |
Common stock, $0.0001 par value; 2,500,000,000 shares authorized; and 1,189,204 and 431,063 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 118 | 43 | [1] |
Additional paid-in capital | 32,432,392 | 24,229,945 | [1] |
Stock subscriptions | (1,570) | (1,570) | [1] |
Accumulated deficit | (52,934,786) | (35,620,282) | [1] |
Total shareholders' deficit | (20,503,820) | (11,391,838) | [1] |
Total liabilities and shareholders' deficit | 3,274,650 | 4,242,313 | [1] |
Series B Convertible Preferred Stock [Member] | |||
Shareholders' deficit | |||
Convertible preferred stock | 1 | 1 | [1] |
Series D Convertible Preferred Stock [Member] | |||
Shareholders' deficit | |||
Convertible preferred stock | [1] | ||
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts receivable | $ 0 | $ 0 |
Discounts on notes payable current | 12,649 | 1,833,795 |
Series C preferred stock liability, discounts | $ 766 | $ 180,712 |
Super AA super voting preferred stock, par value | $ 0.001 | $ 0.001 |
Super AA super voting preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Super AA super voting preferred stock, shares issued | 25,000 | 25,000 |
Super AA super voting preferred stock, shares outstanding | 25,000 | 25,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 1,189,204 | 431,063 |
Common stock, shares outstanding | 1,189,204 | 431,063 |
Series B Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 50,000 | 50,000 |
Convertible preferred stock, shares issued | 600 | 600 |
Convertible preferred stock, shares outstanding | 600 | 600 |
Series D Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 20,000 | 20,000 |
Convertible preferred stock, shares issued | 255 | 0 |
Convertible preferred stock, shares outstanding | 255 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | [1] | |
Income Statement [Abstract] | |||
Revenue | $ 310,164 | $ 83,263 | |
Cost of revenue | 93,385 | 12,930 | |
Gross profit | 216,779 | 70,333 | |
Operating expenses | 4,025,851 | 4,229,595 | |
Loss from operations | (3,809,072) | (4,159,262) | |
Other income (expense) | |||
Change in fair value of derivative liability | (7,488,690) | 2,603,983 | |
Gain (loss) on extinguishment of debt | 73,503 | 316,560 | |
Interest expense, net | (6,090,245) | (5,197,120) | |
Total other expense | (13,505,432) | (2,276,577) | |
Loss before income taxes | (17,314,504) | (6,435,839) | |
Provision for income taxes | |||
Net loss | $ (17,314,504) | $ (6,435,839) | |
Basic and diluted loss per share | $ (24.83) | $ (17.76) | |
Weighted average common share outstanding: | |||
Basic and diluted | 697,305 | 362,466 | |
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) | Dec. 20, 2019 |
Income Statement [Abstract] | |
Reverse stock split | 1,000-for-1-reverse stock split |
Consolidated Statement of Stock
Consolidated Statement of Stockholders Deficit - USD ($) | Series AA Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Common Stock [Member] | Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total | ||||||
Balance at Dec. 31, 2017 | [1] | $ 5 | $ 32 | $ 19,635,675 | $ (1,570) | $ (29,184,443) | $ (9,550,300) | |||||||
Balance, shares at Dec. 31, 2017 | [1] | 5,000 | 316,952 | |||||||||||
Private placement units issued for cash | [1] | $ 0 | 60,000 | 60,000 | ||||||||||
Private placement units issued for cash, shares | [1] | 1,562 | ||||||||||||
Preferred stock issued for cash | $ 20 | $ 1 | 134,981 | 135,002 | ||||||||||
Preferred stock issued for cash, shares | 20,000 | 1,350 | ||||||||||||
Shares issued for cash | [1] | $ 0 | 25,000 | 25,000 | ||||||||||
Shares issued for cash, shares | [1] | 2,000 | ||||||||||||
Shares issued for services | [1] | $ 1 | 224,784 | 224,785 | ||||||||||
Shares issued for services, shares | [1] | 7,175 | ||||||||||||
Shares issued for conversion of Preferred Series B | [1] | $ 0 | ||||||||||||
Shares issued for conversion of Preferred Series B, shares | [1] | (750) | 2,941 | |||||||||||
Shares issued with lock-up agreements | [1] | 17,194 | 17,194 | |||||||||||
Shares issued with lock-up agreements, shares | [1] | 477 | ||||||||||||
Shares issued for conversion of notes payable and accrued interest | [1] | $ 9 | 3,440,716 | 3,440,725 | ||||||||||
Shares issued for conversion of notes payable and accrued interest, shares | [1] | 92,773 | ||||||||||||
Valuation of warrants issued with Preferred Series C | 175,538 | 175,538 | ||||||||||||
Valuation of warrant and stock options issued for services | 402,919 | 402,919 | ||||||||||||
Valuation of warrant issued with note payable | 71,521 | 71,521 | ||||||||||||
Valuation of warrants issued for extension of notes | 19,417 | 19,417 | ||||||||||||
Valuation of stock issued with notes payable | [1] | $ 0 | 22,200 | 22,200 | ||||||||||
Valuation of stock issued with notes payable, shares | [1] | 1,000 | ||||||||||||
Exercise of cashless warrants | [1] | $ 1 | ||||||||||||
Exercise of cashless warrants, shares | [1] | [1] | [1] | 6,183 | [1] | |||||||||
Net loss | (6,435,839) | $ (6,435,839) | [1] | |||||||||||
Balance at Dec. 31, 2018 | [1] | $ 25 | $ 1 | $ 43 | 24,229,945 | (1,570) | (35,620,282) | (11,391,838) | ||||||
Balance, shares at Dec. 31, 2018 | [1] | 25,000 | 600 | 431,063 | ||||||||||
Shares issued for cash | $ 1 | 168,342 | 168,343 | |||||||||||
Shares issued for cash, shares | 17,900 | |||||||||||||
Shares issued for services | $ 1 | 159,849 | 159,850 | |||||||||||
Shares issued for services, shares | 10,340 | |||||||||||||
Shares issued with lock-up agreements | 3,788 | 3,788 | ||||||||||||
Shares issued with lock-up agreements, shares | 310 | |||||||||||||
Shares issued for conversion of notes payable and accrued interest | $ 73 | 7,533,245 | 7,533,318 | |||||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 728,057 | |||||||||||||
Shares issued for Preferred Series D | $ 255,000 | 255,000 | 255,000 | |||||||||||
Shares issued for Preferred Series D, shares | 255 | |||||||||||||
Valuation of warrants issued with Preferred Series C | 16,333 | 16,333 | ||||||||||||
Valuation of warrant and stock options issued for services | 31,012 | 31,012 | ||||||||||||
Valuation of common stock issued for extension of notes | 8,333 | 8,333 | ||||||||||||
Valuation of common stock issued for extension of notes, shares | 443 | |||||||||||||
Valuation of stock issued with notes payable | 26,545 | $ 26,545 | ||||||||||||
Valuation of stock issued with notes payable, shares | 1,091 | |||||||||||||
Exercise of cashless warrants, shares | ||||||||||||||
Net loss | (17,314,504) | $ (17,314,504) | ||||||||||||
Balance at Dec. 31, 2019 | $ 25 | $ 1 | $ 255,000 | $ 18 | $ 32,432,392 | $ (1,570) | $ (52,934,786) | $ (20,503,820) | ||||||
Balance, shares at Dec. 31, 2019 | 25,000 | 600 | 255 | 1,189,204 | ||||||||||
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders Deficit (Parenthetical) | Dec. 20, 2019 |
Statement of Stockholders' Equity [Abstract] | |
Reverse stock split | 1,000-for-1-reverse stock split |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | |||
Operating activities: | ||||
Net loss | $ (17,314,504) | $ (6,435,839) | [1] | |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Depreciation and amortization expense | 650,315 | 650,216 | [1] | |
Fair value of equity issued for services | 159,850 | 627,704 | [1] | |
Amortization of discount on Series C Preferred stock liability | 196,269 | 96,635 | [1] | |
Non-cash interest and fees | 2,654,071 | 759,949 | [1] | |
Non-cash value of stock, options and warrants issued for services | 34,802 | [1] | ||
Amortization of note discount and original issue discount | 2,044,940 | 3,464,096 | [1] | |
Change in fair value of derivative liability | 7,488,690 | (2,603,983) | [1] | |
(Gain) loss on extinguishment of debt | (73,503) | (316,560) | [1] | |
Changes in assets and liabilities: | ||||
Accounts receivable | (19,397) | (3,345) | [1] | |
Prepaid expenses and other current assets | (20,920) | 21,000 | [1] | |
Accounts payable | 442,082 | 63,232 | [1] | |
Accrued interest | 1,030,682 | 623,885 | [1] | |
Deferred compensation | 185,616 | 174,175 | [1] | |
Net cash used in operating activities | (2,541,007) | (2,878,834) | [1] | |
Investing activities: | ||||
Acquisition of property and equipment | (2,594) | (8,969) | [1] | |
Net cash used in investing activities | (2,594) | (8,969) | [1] | |
Financing activities: | ||||
Proceeds from the issuance of notes payable | 1,995,000 | 2,836,000 | [1] | |
Proceeds from short term advances | 65,000 | [1] | ||
Proceeds from issuance of preferred stock | 135,002 | [1] | ||
Repayments on related party short term advances | (105,000) | (87,000) | [1] | |
Proceeds from issuance of common stock | 168,343 | 85,000 | [1] | |
Payment on notes payable | (130,000) | (555,500) | [1] | |
Proceeds from issuance of redeemable shares | 255,000 | 702,500 | [1] | |
Payment against long term loan | (4,221) | [1] | ||
Net cash provided by financing activities | 2,183,343 | 3,176,781 | [1] | |
Net increase in cash | (360,258) | 288,978 | [1] | |
Cash, beginning of year | [1] | 379,151 | 90,173 | |
Cash, end of year | 18,893 | 379,151 | [1] | |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 17,000 | 248,730 | [1] | |
Cash paid for income taxes | [1] | |||
Cash paid for Preferred C dividends | 115,115 | 64,300 | [1] | |
Non-Cash Investing and Financing Activities: | ||||
Conversion of notes payable and accrued interest to common stock | 3,645,956 | 1,852,415 | [1] | |
Value of derivative liability from transfer to equity upon conversion of notes payable and accrued interest | 3,960,864 | 1,712,307 | [1] | |
Reduction in note payable and accrued interest as result of settlement | 82,000 | [1] | ||
Conversion of notes payable to redeemable preferred stock | $ 94,000 | $ 317,691 | [1] | |
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 20, 2019 |
Statement of Cash Flows [Abstract] | |
Reverse stock split | 1,000-for-1-reverse stock split |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | Note 1 - Nature of Business and Summary of Significant Accounting Policies Endonovo Therapeutics, Inc. (Endonovo or the “Company”) is an innovative biotechnology company that has developed a bio-electronic approach to regenerative medicine. Endonovo is a growth stage company whose stock is publicly traded (OTCQB: ENDV). The Company develops, manufactures and distributes evolutionary medical devices focused on the rapid healing of wounds and reduction of inflammation on and in the human body. The Company’s non-invasive bioelectric medical devices are designed to target inflammation, cardiovascular diseases, chronic kidney disease, and central nervous system disorders (“CNS” disorders). Endonovo’s core mission is to transform the field of medicine by developing safe, wearable, non-invasive bioelectric medical devices that deliver the Company’s Electroceutical ® ® bioelectricity On January 22, 2014, Hanover Portfolio Acquisitions, Inc. (the “Company”) received written consents in lieu of a meeting of stockholders from holders of a majority of the shares of Common Stock representing in excess of 50% of the total issued and outstanding voting power of the Company approving an amendment to the Company’s Certificate of Incorporation to change the name of the Company from “Hanover Portfolio Acquisitions, Inc.” to “Endonovo Therapeutics, Inc.” The name change was affected pursuant to a Certificate of Amendment (the “Certificate of Amendment”), filed with the Secretary of State of Delaware on January 24, 2014. Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company include the accounts of ETI, IP Resources International, Inc., Aviva Companies Corporation, and WeHealAnimals, Inc. All significant intercompany accounts and transactions are eliminated in consolidation. Going Concern These accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for a period following the date of these consolidated financial statements. The Company has recurring net losses, negative cash flows from operations and working capital deficits. The Company has raised approximately $ 2.4 million in debt and equity financing for the year ended December 31, 2019. The Company is raising additional capital through debt and equity securities in order to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. To reduce the risk of not being able to continue as a going concern, management has implemented its business plan to materialize revenues from potential, future, license agreements, has initiated an equity line of credit offering to raise capital through the sale of its common stock, has engaged a broker/dealer to raise additional capital. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Critical estimates include the value of shares issued for services, in connection with notes payable agreements, in connection with note extension agreements, and as repayment for outstanding debt, the useful lives of property and equipment, the valuation of the derivative liability, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents. Cash is deposited with what we believe are highly credited, quality institutions. The deposited cash may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. At December 31, 2019, the Company does not hold any cash in excess of FDIC limits. Accounts Receivable The Company uses the specific identification method for recording the provision for doubtful accounts, which was $0 at December 31, 2019 and 2018. Accounts receivable are written off when all collection attempts have failed. Property, plant and equipment Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range between five and seven years. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon the sale, retirement or disposal of fixed assets, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss recorded to the consolidated statements of operations. Impairment of Long-lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows generated from the asset group to the recorded value of the asset group. If impairment is indicated, the asset is written down to its estimated fair value. Equity-Based Compensation The Company measures equity-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of forfeitures which are recognized as they occur, over the vesting or service period, as applicable, of the stock award using the straight-line method. The Company measured equity-based compensation using the Black-Scholes option valuation model using the following assumptions: For Year Ending December 31, 2019 2018 Expected term 4 years 2 - 3 years Exercise price $11.60 $29.80 - $47.00 Expected volatility 349.60% 226.00% - 261.00% Expected dividends None None Risk-free interest rate 2.28% 1.58% - 2.06% Forfeitures None None Income Taxes The Company records a tax provision for the anticipated tax consequences of its reported results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and income tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company has adopted ASC Topic 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. The Company has determined that the adoption did not result in the recognition of any liability for unrecognized tax benefits and that there are no unrecognized tax benefits that would, if recognized, affect the Company’s effective tax rate. Net Loss per Share Basic net loss per share is calculated based on the net loss attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net loss per common share assumes the conversion of all dilutive securities using the if-converted method and assumes the exercise or vesting of other dilutive securities, such as options, common shares issuable under convertible debt, warrants and restricted stock using the treasury stock method when dilutive. Research and Development Costs relating to the development of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10, Research and Development Fair Value of Financial Instruments Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business. The Company’s balance sheet contains derivative liability that is recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows: Level 1: uses quoted market prices in active markets for identical assets or liabilities. Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: uses unobservable inputs that are not corroborated by market data. The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Sholes option valuation model was used to determine the fair value. The Company records derivative liability on the condensed consolidated balance sheets at fair value with changes in fair value recorded in the condensed consolidated statements of operation. The following table presents changes in the liabilities with significant unobservable inputs (Level 3) for the years ended December 31, 2019 and 2018: Fair Value Measurements at December 31, 2019 Using Quoted Prices in Active Markets for Significant Other Observable Significant Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 10,599,690 $ 10,599,690 Total $ - $ - $ 10,599,690 $ 10,599,690 Fair Value Measurements at December 31, 2018 Using Quoted Prices in Significant Other Significant Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 4,426,026 $ 4,426,026 Total $ - $ - $ 4,426,026 $ 4,426,026 Derivative Liability Balance December 31, 2017 5,939,600 Increase in Derivative Liability resulting from Issuance of convertible debt 2,864,161 Decrease in Derivative Liability resulting from Settlements by debt extinguishment (1,773,752 ) Increase in Derivative Liability resulting from Change in estimated fair value (2,603,983 Balance December 31, 2018 4,426,026 Increase in Derivative Liability resulting from Issuance of convertible debt 2,645,838 Decrease in Derivative Liability resulting from Settlements by debt extinguishment (3,960,864 ) Increase in Derivative Liability resulting from Change in estimated fair value 7,488,690 Balance December 31, 2019 $ 10,599,690 Derivative Liability The Company issued Variable Debentures during the years ended December 31, 2019 and 2018, which contained variable conversion rates based on unknown future prices of the Company’s common stock. This resulted in a derivative liability. The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions: For Year Ending December 31, 2019 2018 Expected term 1 month-1 year 1 year Exercise price $0.65-$12.87 $11.10-$32.60 Expected volatility 133.5%-166.0% 119.0%-195.0% Expected dividends None None Risk-free interest rate 1.51%-2.87% 1.79%-2.71% Forfeitures None None The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future. The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control, and the assessment of volatility. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s Variable Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases. Preferred Stock The Company elects to accrete the difference between the redemption value and carrying value of outstanding preferred stock over the period from the date of issuance to the earliest redemption date using the effective interest method. Reverse Split In October 2019, the Company’s Board of Directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1,000-for-1 reverse split of the Company’s common stock, which was effected on December 20, 2019. The par value of the common stock was not adjusted as a result of the reverse stock split. Accordingly, all common stock, stock options, warrants and related per share amounts as of and for the year ended December 31, 2018 and for the period through December 20, 2019 have been retroactively adjusted to give effect to the reverse split. Reclassification Certain reclassifications have been made to the 2018 financial statements in order to conform to the 2019 presentation. Such reclassifications have no impact on the Company’s financial positions or results of operations. Recent Accounting Standard Updates In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company has adopted ASU 2016-02 on January 1, 2019. The adoption of ASU 2016-02 did not have a significant impact on the Company’s consolidated results of operations, financial position and cash flows In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company has early adopted ASU 2018-07 and the adoption did not have a significant impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. Effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. Any entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 2 - Revenue Recognition Contracts with Customers We have adopted ASC 606, Revenue from Contracts with Customers . We routinely plan on entering into contracts with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and in most cases prices for the products and services that we offer. Our performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and we accept the order. We identify performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. We generally recognize revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time we have an unconditional right to receive payment. Our sales and sale prices are final and our prices are not affected by contingent events that could impact the transaction price. Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. In connection with offering products and services provided to the end user by third-party vendors, we review the relationship between us, the vendor and the end user to assess whether revenue should be reported on a gross or net basis. In asserting whether revenue should be reported on a gross or net basis, we consider whether we act as a principal in the transaction and control the goods and services used to fulfill the performance obligation(s) associated with the transaction. During the year ended December 31, 2019, we recognized gross revenue of $310,164 from products we sold as a principal in the transaction. Sources of Revenue We have identified the following revenues disaggregated by revenue source: 1. Plastic Surgeons 2. Wound Care Facilities 3. Hospitals 4. Other Physicians As of December 31, 2019, and 2018 the sources of revenue were as follows: Year Ended December 31, 2019 2018 Distributor- Plastic surgeons, net $ - $ 17,045 Direct sales- Plastic surgeons, gross 310,164 66,218 Total sources of revenue $ 310,164 $ 83,263 Warranty Our general product warranties do not extend beyond an assurance that the product delivered will be consistent with stated specifications and do not include separate performance obligations. Significant Judgments in the Application of the Guidance in ASC 606 There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon delivery of the product to the customer. This is consistent with the time in which the customer obtains control of the products. Performance obligations are also generally settled quickly after the purchase order acceptance, therefore the value of unsatisfied performance obligations at the end of any reporting period is generally immaterial. We consider variable consideration in establishing the transaction price. Forms of variable consideration applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products in the periods in which the related revenue is recognized and adjusted in future periods as necessary. Practical Expedients Our payment terms for sales direct to distributors, End Users, Hospitals and Doctors are substantially less than the one-year collection period that falls within the practical expedient in determination of whether a significant financing component exists. Effective Date and Transition Disclosures Adoption of the new standards related to revenue recognition did not have a material impact on our consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3- Property and Equipment The following is a summary of equipment, at cost, less accumulated depreciation at December 31, 2019 and 2018: As of December 31, 2019 2018 Autos $ 64,458 $ 64,458 Medical equipment 13,969 13,969 Other equipment 11,367 8,774 89,794 87,201 Less accumulated depreciation 83,879 80,474 $ 5,915 $ 6,727 Depreciation expense for the years ended December 31, 2019 and 2018 was $3,405 and $3,306, respectively. |
Patents
Patents | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | Note 4 – Patents In December 2017, we acquired from RGN a patent portfolio for $4,500,000. The earliest patent expires in 2024. The following is a summary of patents less accumulated amortization at December 31, 2019 and 2018: December 31, 2019 2018 Patents $ 4,500,000 $ 4,500,000 Less accumulated amortization 1,293,820 646,910 $ 3,206,180 $ 3,853,090 Amortization expense for the years ended December 31, 2019 and 2018 was $646,910 respectively. The estimated future amortization expense related to patents as of December 31, 2019 is as follows: Year Ended December 31. Amount 2020 $ 646,910 2021 646,910 2022 646,910 2023 646,910 Thereafter 618,540 Total $ 3,206,180 |
Notes Payable and Long-Term Loa
Notes Payable and Long-Term Loan | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable and Long-Term Loan | Note 5 - Notes payable and Long-Term Loan Notes Payable In October 2013, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000, one unit. The notes bear interest at 10% per annum and were due and payable with accrued interest one year from issuance. Also, the Company agreed to issue 125 shares (125,000 shares pre reverse split) of its common stock for each unit. In July 2014, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000, one unit. The notes bear interest at 10% per annum and were due and payable with accrued interest one year from issuance. Also, the Company agreed to issue 50 shares (50,000 shares pre-reverse split) of its common stock for each unit. In October 2014, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000, one unit. The notes bear interest at 10% per annum and were due and payable with accrued interest one year from issuance. Also, the Company agreed to issue 50 shares (50,000 shares pre-reverse split) of its common stock for each unit. In August 2015, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000, one unit. The notes bear interest at 10% per annum and were due and payable with accrued interest one year from issuance. Also, the Company agreed to issue 100 shares (100,000 shares pre-reverse split) of its common stock for each unit. During the years ended December 31, 2019 and 2018, the Company did not issue notes in connection with these private placements. As of December 31, 2019, and 2018, notes payable outstanding under these private placements are $624,903 and $692,403, respectively, all of which are past maturity at December 31, 2019 and 2018. During the year ended December 31, 2019, the Company issued eight fixed rate promissory notes totaling $2,192,250 for funding of $1,995,000 with original terms of two to six months and interest rates of 10% to 12%, default rates of 10% to 24% and for three of the notes, if the notes are not paid at maturity, an additional 2% per month for the next three months. On November 1, 2019, the Company entered into debt modification agreements with two of the notes holders and extend the maturity date to November 1, 2020. Management reviewed the guidance in ASC 470-60 Troubled Debt Restructurings ASC 470-50 Debt Modifications and Extinguishments During the year ended December 31, 2019, the Company converted two previous fixed rate notes into variable rate notes in an accumulated amount of $1,650,000 as a result of the notes not being paid at maturity and, therefore, triggering conditional conversion options to the benefit of the noteholders. The conversion rate is 68% of the Company’s common stock based on the terms included in the variable rate notes. The gross amount of all convertible notes with variable conversion rates outstanding at December 31, 2019 and December 31, 2018, is $5,090,642, of which $5,090,642 are past maturity, and $5,315,795, of which $2,891,925 were past maturity, respectively. Notes payable to a related party in the aggregate amount of $165,000 were outstanding at December 31, 2019. The notes bear interest at 12% per annum. During the year ended December 31, 2019, the Company paid 105,000 principal and $17,000 interest to this related party. On September 29, 2019, the Company extended the maturity on all outstanding notes to December 31, 2019. During October 2019, the Company entered into an agreement to receive a license, data delivery and ancillary marketing services in exchange for a note of $352,500 at 8% annual interest and a conversion rate of the lower of $9.00 or 82% of the lowest bid price during the five trading days prior to conversion. The note will become effective when the license period and the services start and the data is delivered. During the year ended December 31, 2018, the Company issued a six-month fixed rate note with an interest rate of 12% for initially $275,000, subsequently increased to $300,000, for cash of $250,000. As of December 31, 2018, the balance on this note was $100,000. The loan was past maturity as of December 31, 2018. The loan was fully repaid as of December 31, 2019. During the year ended December 31, 2018, the Company issued two six-month fixed rate notes with annual interest rates of 10% and accumulated principal balances of $1,650,000 for cash of $1,500,000. The first note for $1,100,000 matures on March 26, 2019 and the second note for $550,000 matured on June 17, 2019. The terms of the notes included additional interest payments of 2% on the fourth, fifth and sixth month anniversaries of the notes and, if not paid at maturity, a conversion to common stock feature at a rate of 68% of the lowest closing bid price during the 15 days previous to conversion. During the years ended December 31, 2018, the Company issued Convertible Debentures (“Variable Debentures”) in amounts of $2,545,870 for cash of $836,000 with ori Debentures contain prepayment options which enable the Company to prepay the notes for periods of 0-180 days subsequent to issuance at a premium of 125-135%. The Company recorded a derivative liability as a result of the conversion feature. The derivative liability was allocated between a note discount, up to the value of the Variable Debenture, and interest expense for the excess, and the note discount is being amortized over the life of the Variable Debenture. During the years ended December 31, 2019 and 2018, the Company recorded $0 and $2,282,707 respectively, in discounts on these Variable Debentures. As of December 31, 2019, and 2018, the Variable Debentures outstanding had balances due of $5,090,642 and $5,315,795, respectively. Of these amounts outstanding, $5,090,642 and $2,891,925 of the Variable Debentures were past maturity at December 31, 2019 and 2018, respectively. As of December 31, 2019, the Company had notes payable to related parties amounting to $165,000. Refer to Note 7– Related Party Transactions. As of December 31, 2019 2018 Notes payable at beginning of period $ 8,158,198 $ 7,356,144 Notes payable issued 2,101,000 3,131,870 Loan fees added to note payable 91,250 147,000 Settlements on note payable - (47,500 ) Repayments of notes payable in cash (235,000 ) (555,500 ) Less amounts converted to redeemable notes (67,500 ) (212,500 ) Less amounts converted to stock (3,173,153 ) (1,661,316 ) Notes payable at end of period 6,874,795 8,158,198 Less debt discount (12,649 ) (1,833,795 ) $ 6,862,146 $ 6,324,403 Notes payable issued to related parties $ 165,000 $ 270,000 Notes payable issued to non-related party $ 6,697,146 $ 6,054,403 The maturity dates on the notes payable are as follows: Twelve months ending, Non-related parties Related Total Past due $ 5,815,545 $ 165,000 $ 5,980,545 December 31, 2020 894,250 - 894,250 Total $ 6,709,795 $ 165,000 $ 6,874,795 Acquisition Payable In connection with the Company’s acquisition of IPR in 2012, IPR recorded a $155,000 long-term acquisition payable for costs that were not paid at closing. This payable is non-interest bearing and IPR agreed to make payments up to 25% of the proceeds from any private placement or gross profits earned by IPR until the obligation is satisfied. The percentage of the proceeds to be paid is at the sole discretion of IPR’s Chief Executive Officer and the ex-Chief Executive Officer of the Company based on the liquidity of the Company. Effective Interest Rate During the year ended December 31, 2019 and 2018, the Company’s effective interest rate was 95% and 104% respectively. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Deficit | Note 6 - Shareholders’ Deficit Preferred Stock The Company has authorized 5,000,000 shares of preferred stock which have been designated as follows: Number of Shares Authorized Number of Shares Outstanding at December 31, 2019 Par Value Liquidation Value per Share Series AA 1,000,000 25,000 $ 0.0010 - Preferred Series B 50,000 600 $ 0.0001 100 Preferred Series C 8,000 1,814 $ 0.0001 1,000 Preferred Series D 20,000 255 $ 0.0001 1,000 Undesignated 3,922,000 - - - Series AA Preferred Shares On February 22, 2013, the Board of Directors of the Company authorized an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. As of December 31, 2019, and 2018, there were and 25,000 shares of Series AA Preferred stock outstanding. Series B Convertible Preferred Stock On February 7, 2017, the Company filed a certificate of designation for 50,000 shares of Series B Convertible Preferred Stock designated as Series B (“Series B”) which are authorized and convertible, at the option of the holder, commencing six months from the date of issuance into common shares and warrants. For each share of Series B, the holder, on conversion, shall receive the stated value divided by 75% of the market price on the date of purchase of Series B and a three-year warrant exercisable into up to a like amount of common shares with an exercise price of 150% of the market price as defined in the Certificate of Designation. Dividends shall be paid only if dividends on the Company’s issued and outstanding Common Stock are paid and the amount paid to the Series B holder will be as though the conversion shares had been issued. The Series B holders have no voting rights. Upon liquidation, the holder of Series B, shall be entitled to receive an amount equal to the stated value, $100 per share, plus any accrued and unpaid dividends thereon before any distribution is made to Series C Secured Redeemable Preferred Stock or common stockholders. During the year ended December 31, 2018, 1,350 shares of Series B and 4,805 warrant shares have been issued of which 750 Series B shares, respectively, have been converted into 2,941common shares. There has been no activity during the year ended December 31, 2019. As of December 31, 2019, and 2018, there are 600 shares of Series B outstanding. Series C Secured Redeemable Preferred Stock On December 22, 2017, the Company filed a certificate of designation for 8,000 shares of Series C Secured Redeemable Preferred Stock (“Series C”). Each share of the C Preferred is entitled to receive a $20.00 quarterly dividend commencing March 31, 2018 and each quarter thereafter and is to be redeemed for the stated value, $1,000 per share, plus accrued dividends in cash (i) at the Company’s option, commencing one year from issuance and (ii) mandatorily as of December 31, 2019. The C Preferred does not have any rights to vote with the common stock. Upon liquidation, the holder of Series C, shall be entitled to receive an amount equal to the stated value, $1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders but after distributions are made to holders of Series B. Since the C Preferred is mandatorily payable, the obligation has been included in short term liabilities on the consolidated balance sheets as of December 31, 2019. The Company’s obligation to redeem the C Preferred is secured by a security interest in the RGN Assets. For the years ended December 31, 2019 and 2018, the Company has sold 94 and 1,020 shares of Series C in units comprised of shares of C Preferred and common stock purchase warrants exercisable into up to 960 and 6,457 shares of common stock for consideration of $94,000 and $1,020,191 The warrants resulted in a debt discount after amortization of $776 and $180,712 at December 31, 2019 and 2018, respectively, and are recorded as a discount to the preferred stock liability on the consolidated balance sheets. On January 29, 2020, the Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. Series D Convertible Preferred Stock On November 11, 2019, the Company filed a certificate of designation for 20,000 shares of Series D Convertible Preferred Stock designated as Series D (“Series D”), which are authorized and convertible, at the option of the holder, at any time from the date of issuance, into shares of common shares. On or prior to August 1, 2020, for each share of Series D, the holder, on conversion, shall receive a number of common shares equal to 0.01% of the Company’s issued and outstanding shares on conversion date and for conversion on or after August 2, 2020, the holder shall receive conversion shares as though the conversion date was August 1, 2020, with no further adjustments for issuances by the Company of common stock after August 1, 2020, except for stock split or reverse stock splits of the common stock. The Series D holders have no voting rights. Upon liquidation, the holder of Series D, shall be entitled to receive an amount equal to the stated value, $1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders. During the year ended December 31, 2019, 255 shares of Series D have been issued. As of December 31, 2019, there are 255 shares of Series D outstanding. Common Stock On December 31, 2018, we entered into a non-transferrable Investment Agreement whereby the investor committed to purchase up to $10,000,000 of our common stock, over the course of 36 months. The aggregate number of shares issuable by us and purchasable by the investor under the Investment Agreement is 81,250. A registration statement for the sale of our common stock related to the Investment Agreement went effective on February 11, 2019. We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Investment Agreement. The maximum amount that we are entitled to put in any one notice is the greater of: (i) 200% of the average daily volume (U.S. market only) of the common stock for the three (3) trading days prior to the date of delivery of the applicable put notice, multiplied by the average of the closing prices for such trading days or (ii) $100,000. The purchase price shall be set at ninety-four percent (94%) of the lowest daily VWAP of our common stock during the Pricing Period. However, if, on any trading day during a Pricing Period, the daily VWAP of the common stock is lower than the floor price specified by us in the put notice, then we will withdraw that portion of the put amount for each such trading day during the Pricing Period, with only the balance of such put amount above the minimum acceptable price being put to the investor. There are put restrictions applied on days between the put notice date and the closing date with respect to that particular put. During such time, we are not entitled to deliver another put notice. There are circumstances under which we will not be entitled to put shares to the investor, including the following: ● we will not be entitled to put shares to the investor unless there is an effective registration statement under the Securities Act to cover the resale of the shares by the investor; ● we will not be entitled to put shares to the investor unless our common stock continues to be quoted on the OTCQB market, or becomes listed on a national securities exchange; ● we will not be entitled to put shares to the investor to the extent that such shares would cause the investor’s beneficial ownership to exceed 4.99% of our outstanding shares; and ● we will not be entitled to put shares to the investor prior to the closing date of the preceding put. In connection with the preparation of the Investment Agreement and the registration rights agreement, we incurred fees of $20,000. In no event will we be obligated to register for resale more than $10,000,000 in value of shares of common stock, or 81,250 shares. During the year ended December 31, 2019, the Company issued 17,900 shares of common stock in exchange for $168,343 cash pursuant to the Investment Agreement. During the year ended December 31, 2019, the Company issued 728,057 shares of common stock for the conversion of notes and accrued interest in the amount of $7,533,318 During the year ended December 31, 2019, the Company issued 10,340 shares of common stock with a value of $159,850 related to services. During the year ended December 31, 2019, the Company issued 754 shares of common stock valued at $12,122 related to the extension of outstanding notes and lock-up agreements;1,091 shares valued at $26,545 were issued as additional consideration for the issuance of two promissory notes totaling $336,000. During the year ended December 31, 2018, the Company issued pursuant to a private placement offering 1,562 shares of common stock and the same number of warrants for cash of $60,000 and 2,000 shares of common stock for cash of $25,000. The Company also issued 92,773 shares of common stock for the conversion of notes and accrued interest in the amount of $3,440,725. During the year ended December 31, 2018, the Company issued 477 shares of common stock valued at $17,194 related to the extension of outstanding notes and lock-up agreements; 1,000 shares valued at $22,200 were issued in connection with a $550,000 note payable; 2,941shares were issued on the conversion of Preferred Series B Stock; and 6,183 shares were issued for the cashless exercise of 6,200 warrant shares. The Company had entered into consulting agreements with various consultants for service to be provided to the Company. The agreements stipulated a monthly fee and a certain number of shares that the consultant vests in over the term of the contract. The consultant was issued a prorated number of shares of common stock at the beginning of the contract, which the consultant earned over a three-month period. At the anniversary of each quarter, the consultant was issued a new allotment of common stock during the first 3 years of engagement. In accordance with ASC 505-50 – Equity-Based Payment to Non-Employees, the common stock shares issued to the consultant were valued upon their vesting, with interim estimates of value as appropriate during the vesting period. During the years ended December 31, 2019 and 2018, the Company issued 10,340 shares of common stock with a value of $159,850 and 7,175 shares of common stock with a value of $224,785, respectively, related to these consulting agreements. The Variable Debentures issued by the Company each have a provision requiring the Company to reserve a variable number of shares of common stock for when the holder of the Variable Debenture converts. Stock Options During the year ended December 31, 2019, the Company granted stock options to the Company’s Chief Medical Officer, exercisable into up to 5,280 shares of common stock with an exercise price of from $11.60 per share, and a weighted average remaining life of 3.38 years. These stock options were valued at $76,532 using the Black Scholes option pricing model. The stock options will vest in eight equal quarterly installments of 660 shares. During the year ended December 31, 2018, the Company granted a stock option to independent contractor exercisable into up to 1,350 shares of common stock with an exercise prices ranging from $29.80 to $47.00 per share, lives of two to three years, and cashless exercise rights and were valued at $29,246 using the Black Scholes option pricing model. The stock options vest over four to twelve months. Share-based compensation expense for the years ended December 31, 2019, and 2018, totaled $31,012 and $15,459, respectively. At December 31, 2019, the total unrecognized deferred share-based compensation expected to be recognized over the remaining weighted average vesting periods of 0.47 years for outstanding grant was approximately $57,400. The weighted average grant date fair value of stock options issued during the years ended December 31, 2019 and 2018 were $14.49 and $21.70 per share, respectively. Stock option activities for the years ended December 31, 2019 and 2018 are as follows: Options Weighted Weighted Aggregate Outstanding at January 1, 2018 93,203 $ 28.48 3.96 $ 2,721,538 Granted 1,350 $ 34.26 Cancelled - $ - Exercised - $ - Outstanding at December 31, 2018 94,553 $ 28.71 2.94 $ - Granted 5,280 $ 11.60 3.38 Cancelled - $ - Exercised - $ - Outstanding at December 31, 2019 99,833 $ 27.81 2.02 $ - Exercisable at December 31, 2019 95,873 $ 28.48 1.95 $ 0.00 The balance of all stock options outstanding as of December 31, 2019 is as follows: Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Options $ 54.00 19,250 7.30 $ 54.00 19,250 $ 54.00 $ 47.00 350 1.12 $ 47.00 350 $ 47.00 $ 29.80 1,000 0.61 $ 29.80 1,000 $ 29.80 $ 26.90 6,022 0.72 $ 26.90 6,022 $ 26.90 $ 21.60 67,931 0.56 $ 21.60 67,931 $ 21.60 $ 11.60 5,280 3.38 $ 11.60 1,320 $ 11.60 99,833 2.02 $ 27.81 95,873 $ 28.48 Warrants During the year ended December 31, 2019, in conjunction with the conversion of fixed rate promissory notes into Preferred C stock, the Company issued two-year common stock purchase warrants to acquire up to 960 shares of common stock with exercise prices ranging from $14.50 to $27.90 per share. During the year ended December 31, 2018, in conjunction with the sale of Common Stock, the Company issued three-year common stock purchase warrants to acquire up to 2,138 shares of common stock with exercise prices ranging from $69 to $1,000 per share. In addition, during the year ended December 31, 2017, the Company issued a five-year common stock purchase warrant to acquire up to 2,000 shares of common stock valued at $71,521 with an exercise price of $50 in conjunction with the issuance of notes payable; a two-year cashless common stock purchase warrant to acquire up to 6,200 shares of common stock valued at $380,750 for services provided with an exercise price of $0.1 per share which was subsequently exercised into 6,183 shares of common stock; two-year common stock purchase warrants to acquire up to 642 shares of common stock valued at $19,417 related to the extension of notes with exercise prices ranging from $36.80 to $37.00; and two and three-year common stock purchase warrants to acquire up to 11,263 shares of common stock with exercise prices ranging from $21.80 to $1,000.00 in conjunction with the issuance of preferred stock. Also, one common stock purchase warrant to acquire up to 300 shares of common stock expired during the year ended December 31, 2018. A summary of the status of the warrants granted under these agreements at December 31, 2019, and changes during the years ended December 31, 2019 and 2018 are presented below: Outstanding Warrants Weighted Average Exercise Price Shares Per Share Outstanding at January 1, 2018 61,808 $ 312.79 Granted 22,243 $ 180.49 Cancelled (300 ) $ 810.00 Exercised (6,200 ) $ 0.10 Outstanding at December 31, 2018 77,551 $ 297.92 Granted 960 $ 19.53 Cancelled (5,025) $ 122.46 Exercised $ Outstanding at December 31, 2019 73,486 $ 306.28 Exercisable at December 31, 2019 73,486 $ 306.28 Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Warrants $ 14.50-50.00 24,294 1.40 $ 33.42 24,294 $ 33.42 $ 51.00-100.00 22,470 1.68 $ 75.66 22,470 $ 75.66 $ 101.25-239.00 6,010 1.60 $ 160.97 6,010 $ 160.97 $ 255.00-480.00 1,063 1.55 $ 320.22 1,063 $ 320.22 $ 562.30-1,000.00 19,649 0.89 $ 951.10 19,649 $ 951.10 73,486 1.37 $ 306.29 73,486 $ 306.29 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions Two executive officers and one operational manager of the Company have agreed to defer a portion of their compensation until cash flow improves. As of December 31, 2019, and 2018, the balances of their deferred compensation was $898,475 and $933,150, which reflects $650,000 accrual of deferred compensation and $684,675 cash repayments of deferred compensation during the year ended December 31, 2019 and $840,000 accrual of deferred compensation, $829,275 cash repayments during the year ended December 31, 2018. From time-to-time officers of the Company advance monies to the Company to cover costs. During the years ended December 31, 2019 and 2018, officers and operational manager advanced $27,130 and $65,000 of funds to the Company of which $14,722 and $87,000 were repaid during the years then ended. Also, during the years ended December 31, 2019 and 2018 accrued interest was repaid in an amount of $17,000 and $20,400, respectively. The balance of short-term advances due to one officer and executive of the Company at December 31, 2019 and 2018 was $5,236 and $0, respectively and is included in the Company’s accounts payable balance as of December 31, 2019. At December 31, 2019 and 2018, notes payable remain outstanding to one officer and former President of the Company, in the amounts of $165,000 and $270,000, respectively. At December 31, 2019 and 2018, accrued interest on these notes payable totaled $38,389 and $32,046, respectively, and are included in accrued expenses on the consolidated balance sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 - Income taxes The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions. For jurisdictions in which tax filings are prepared, the Company is subject to income tax examinations by state tax authorities and federal tax authorities for all tax years. The deferred tax assets are mainly comprised of net loss carryforwards. As of December 31, 2019, the Company had approximately $25,200,000 of federal net operating loss carryforwards, that it can use to offset a certain amount of taxable income in the future. Some of these federal net operating loss carryforwards begin to expire in 2030. The resulting deferred tax asset is offset by a 100% valuation allowance due to the uncertainty of its realization. Utilization of these net operating losses could be limited under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state laws based on ownership changes and the value of the Company’s stock. A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax rate to income before provision for income taxes was as follows for the years ended December 31, 2019 and 2018: 2019 2018 Income tax computed at federal statutory rate -21.0 % -21.0 % State taxes, net of federal benefit -7.1 % -7.1 % Non-Deductible expenses 15.0 % 7.0 % Change in valuation allowance 13.1 % 21.1 % Total 0.0 % 0.0 % The primary difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to income before provision for income taxes relates to the change in the valuation allowance. The Company has adopted the accounting standards that clarify the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the years ended December 31, 2019 and 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 - Commitments and Contingencies Legal matters The Company may become involved in various legal proceedings in the normal course of business. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 10 - Concentrations Sales During the year ended December 31, 2019, we had three significant customers which accounted for 7.2%, 7.5% and 23.7% of sales. During the year ended December 31, 2018, we had three significant customers which accounted for 20%, 12% and 11% of sales. Supplier We also have a single source for our bioelectric medical devices, which account for 100% of our sales. The interruption of products provided by this supplier would adversely affect our business and financial condition unless an alternative source of products could be found. Accounts Receivable At December 31, 2019, we had three customers which accounted for 37%, 33% and 16% of our accounts receivable balances. At December 31, 2018, we had three customers which accounted for 42%, 30% and 28% of our accounts receivable balances. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events. Subsequent to December 31, 2019, an aggregate of 5,402,619 shares of restricted common stock were issued on the conversion of $998,066 of principal and $134,480 of accrued interest pursuant to Variable Notes. Subsequent to December 31, 2019, the Company issued 2,221,881 shares of common stock pursuant to the conversion of 1,052 Preferred C Shares. Subsequent to December 31, 2019, the Company received $50,000 of cash from the issuance of 50 shares of Preferred D stock, which is convertible at the option of the holder. Subsequent to December 31, 2019, the Company issued four variable debentures for an aggregate amount of $275,000, with maturity between 6 months to 1 year and carrying coupon of 8%. These debentures are convertible into shares of common stock at the option of the holders. As a result of these issuances, the total number of common shares outstanding is 8,813,704, Preferred B shares outstanding is 600, Preferred C shares outstanding is 762 and Preferred D shares outstanding is 305. On January 29, 2020, the Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. The World Health Organization declared the Coronavirus outbreak a pandemic on March 11, 2020 and in the United States various emergency actions have been taken on the National, State and Local levels. The effects of this pandemic on the Company’s business are uncertain. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company include the accounts of ETI, IP Resources International, Inc., Aviva Companies Corporation, and WeHealAnimals, Inc. All significant intercompany accounts and transactions are eliminated in consolidation. |
Going Concern | Going Concern These accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for a period following the date of these consolidated financial statements. The Company has recurring net losses, negative cash flows from operations and working capital deficits. The Company has raised approximately $ 2.4 million in debt and equity financing for the year ended December 31, 2019. The Company is raising additional capital through debt and equity securities in order to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. To reduce the risk of not being able to continue as a going concern, management has implemented its business plan to materialize revenues from potential, future, license agreements, has initiated an equity line of credit offering to raise capital through the sale of its common stock, has engaged a broker/dealer to raise additional capital. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Critical estimates include the value of shares issued for services, in connection with notes payable agreements, in connection with note extension agreements, and as repayment for outstanding debt, the useful lives of property and equipment, the valuation of the derivative liability, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents. Cash is deposited with what we believe are highly credited, quality institutions. The deposited cash may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. At December 31, 2019, the Company does not hold any cash in excess of FDIC limits. |
Accounts Receivable | Accounts Receivable The Company uses the specific identification method for recording the provision for doubtful accounts, which was $0 at December 31, 2019 and 2018. Accounts receivable are written off when all collection attempts have failed. |
Property Plant and Equipment | Property, plant and equipment Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range between five and seven years. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon the sale, retirement or disposal of fixed assets, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss recorded to the consolidated statements of operations. |
Impairment of Long-Lived Assets | Impairment of Long-lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows generated from the asset group to the recorded value of the asset group. If impairment is indicated, the asset is written down to its estimated fair value. |
Equity-Based Compensation | Equity-Based Compensation The Company measures equity-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of forfeitures which are recognized as they occur, over the vesting or service period, as applicable, of the stock award using the straight-line method. The Company measured equity-based compensation using the Black-Scholes option valuation model using the following assumptions: For Year Ending December 31, 2019 2018 Expected term 4 years 2 - 3 years Exercise price $11.60 $29.80 - $47.00 Expected volatility 349.60% 226.00% - 261.00% Expected dividends None None Risk-free interest rate 2.28% 1.58% - 2.06% Forfeitures None None |
Income Taxes | Income Taxes The Company records a tax provision for the anticipated tax consequences of its reported results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and income tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company has adopted ASC Topic 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. The Company has determined that the adoption did not result in the recognition of any liability for unrecognized tax benefits and that there are no unrecognized tax benefits that would, if recognized, affect the Company’s effective tax rate. |
Net Loss Per Share | Net Loss per Share Basic net loss per share is calculated based on the net loss attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net loss per common share assumes the conversion of all dilutive securities using the if-converted method and assumes the exercise or vesting of other dilutive securities, such as options, common shares issuable under convertible debt, warrants and restricted stock using the treasury stock method when dilutive. |
Research and Development | Research and Development Costs relating to the development of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10, Research and Development |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business. The Company’s balance sheet contains derivative liability that is recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows: Level 1: uses quoted market prices in active markets for identical assets or liabilities. Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: uses unobservable inputs that are not corroborated by market data. The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Sholes option valuation model was used to determine the fair value. The Company records derivative liability on the condensed consolidated balance sheets at fair value with changes in fair value recorded in the condensed consolidated statements of operation. The following table presents changes in the liabilities with significant unobservable inputs (Level 3) for the years ended December 31, 2019 and 2018: Fair Value Measurements at December 31, 2019 Using Quoted Prices in Active Markets for Significant Other Observable Significant Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 10,599,690 $ 10,599,690 Total $ - $ - $ 10,599,690 $ 10,599,690 Fair Value Measurements at December 31, 2018 Using Quoted Prices in Significant Other Significant Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 4,426,026 $ 4,426,026 Total $ - $ - $ 4,426,026 $ 4,426,026 Derivative Liability Balance December 31, 2017 5,939,600 Increase in Derivative Liability resulting from Issuance of convertible debt 2,864,161 Decrease in Derivative Liability resulting from Settlements by debt extinguishment (1,773,752 ) Increase in Derivative Liability resulting from Change in estimated fair value (2,603,983 Balance December 31, 2018 4,426,026 Increase in Derivative Liability resulting from Issuance of convertible debt 2,645,838 Decrease in Derivative Liability resulting from Settlements by debt extinguishment (3,960,864 ) Increase in Derivative Liability resulting from Change in estimated fair value 7,488,690 Balance December 31, 2019 $ 10,599,690 |
Derivative Liability | Derivative Liability The Company issued Variable Debentures during the years ended December 31, 2019 and 2018, which contained variable conversion rates based on unknown future prices of the Company’s common stock. This resulted in a derivative liability. The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions: For Year Ending December 31, 2019 2018 Expected term 1 month-1 year 1 year Exercise price $0.65-$12.87 $11.10-$32.60 Expected volatility 133.5%-166.0% 119.0%-195.0% Expected dividends None None Risk-free interest rate 1.51%-2.87% 1.79%-2.71% Forfeitures None None The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future. The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control, and the assessment of volatility. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s Variable Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases. |
Preferred Stock | Preferred Stock The Company elects to accrete the difference between the redemption value and carrying value of outstanding preferred stock over the period from the date of issuance to the earliest redemption date using the effective interest method. |
Reverse Split | Reverse Split In October 2019, the Company’s Board of Directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1,000-for-1 reverse split of the Company’s common stock, which was effected on December 20, 2019. The par value of the common stock was not adjusted as a result of the reverse stock split. Accordingly, all common stock, stock options, warrants and related per share amounts as of and for the year ended December 31, 2018 and for the period through December 20, 2019 have been retroactively adjusted to give effect to the reverse split. |
Reclassification | Reclassification Certain reclassifications have been made to the 2018 financial statements in order to conform to the 2019 presentation. Such reclassifications have no impact on the Company’s financial positions or results of operations. |
Recent Accounting Standard Updates | Recent Accounting Standard Updates In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company has adopted ASU 2016-02 on January 1, 2019. The adoption of ASU 2016-02 did not have a significant impact on the Company’s consolidated results of operations, financial position and cash flows In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company has early adopted ASU 2018-07 and the adoption did not have a significant impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. Effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. Any entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements. |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Measured Stock - Based Compensation | The Company measured equity-based compensation using the Black-Scholes option valuation model using the following assumptions: For Year Ending December 31, 2019 2018 Expected term 4 years 2 - 3 years Exercise price $11.60 $29.80 - $47.00 Expected volatility 349.60% 226.00% - 261.00% Expected dividends None None Risk-free interest rate 2.28% 1.58% - 2.06% Forfeitures None None |
Schedule of Balances of Liabilities Measured at Fair Value | The following table presents changes in the liabilities with significant unobservable inputs (Level 3) for the years ended December 31, 2019 and 2018: Fair Value Measurements at December 31, 2019 Using Quoted Prices in Active Markets for Significant Other Observable Significant Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 10,599,690 $ 10,599,690 Total $ - $ - $ 10,599,690 $ 10,599,690 Fair Value Measurements at December 31, 2018 Using Quoted Prices in Significant Other Significant Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 4,426,026 $ 4,426,026 Total $ - $ - $ 4,426,026 $ 4,426,026 |
Schedule of Changes in the Liabilities with Significant Unobservable Inputs | The following table presents changes in the liabilities with significant unobservable inputs (Level 3) for the years ended December 31, 2019 and 2018: Derivative Liability Balance December 31, 2017 5,939,600 Increase in Derivative Liability resulting from Issuance of convertible debt 2,864,161 Decrease in Derivative Liability resulting from Settlements by debt extinguishment (1,773,752 ) Increase in Derivative Liability resulting from Change in estimated fair value (2,603,983 Balance December 31, 2018 4,426,026 Increase in Derivative Liability resulting from Issuance of convertible debt 2,645,838 Decrease in Derivative Liability resulting from Settlements by debt extinguishment (3,960,864 ) Increase in Derivative Liability resulting from Change in estimated fair value 7,488,690 Balance December 31, 2019 $ 10,599,690 |
Schedule of Variable Debentures Black-Scholes Valuation Assumptions | The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions: For Year Ending December 31, 2019 2018 Expected term 1 month-1 year 1 year Exercise price $0.65-$12.87 $11.10-$32.60 Expected volatility 133.5%-166.0% 119.0%-195.0% Expected dividends None None Risk-free interest rate 1.51%-2.87% 1.79%-2.71% Forfeitures None None |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition [Abstract] | |
Schedule of Revenue Source | As of December 31, 2019, and 2018 the sources of revenue were as follows: Year Ended December 31, 2019 2018 Distributor- Plastic surgeons, net $ - $ 17,045 Direct sales- Plastic surgeons, gross 310,164 66,218 Total sources of revenue $ 310,164 $ 83,263 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The following is a summary of equipment, at cost, less accumulated depreciation at December 31, 2019 and 2018: As of December 31, 2019 2018 Autos $ 64,458 $ 64,458 Medical equipment 13,969 13,969 Other equipment 11,367 8,774 89,794 87,201 Less accumulated depreciation 83,879 80,474 $ 5,915 $ 6,727 |
Patents (Tables)
Patents (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Patents Less Accumulated Amortization | The following is a summary of patents less accumulated amortization at December 31, 2019 and 2018: December 31, 2019 2018 Patents $ 4,500,000 $ 4,500,000 Less accumulated amortization 1,293,820 646,910 $ 3,206,180 $ 3,853,090 |
Schedule of Estimated Future Amortization Expense | The estimated future amortization expense related to patents as of December 31, 2019 is as follows: Year Ended December 31. Amount 2020 $ 646,910 2021 646,910 2022 646,910 2023 646,910 Thereafter 618,540 Total $ 3,206,180 |
Notes Payable and Long-Term L_2
Notes Payable and Long-Term Loan (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | As of December 31, 2019 2018 Notes payable at beginning of period $ 8,158,198 $ 7,356,144 Notes payable issued 2,101,000 3,131,870 Loan fees added to note payable 91,250 147,000 Settlements on note payable - (47,500 ) Repayments of notes payable in cash (235,000 ) (555,500 ) Less amounts converted to redeemable notes (67,500 ) (212,500 ) Less amounts converted to stock (3,173,153 ) (1,661,316 ) Notes payable at end of period 6,874,795 8,158,198 Less debt discount (12,649 ) (1,833,795 ) $ 6,862,146 $ 6,324,403 Notes payable issued to related parties $ 165,000 $ 270,000 Notes payable issued to non-related party $ 6,697,146 $ 6,054,403 |
Schedule of Maturity Dates of Notes Payable | The maturity dates on the notes payable are as follows: Twelve months ending, Non-related parties Related Total Past due $ 5,815,545 $ 165,000 $ 5,980,545 December 31, 2020 894,250 - 894,250 Total $ 6,709,795 $ 165,000 $ 6,874,795 |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Preferred Stock | The Company has authorized 5,000,000 shares of preferred stock which have been designated as follows: Number of Shares Authorized Number of Shares Outstanding at December 31, 2019 Par Value Liquidation Value per Share Series AA 1,000,000 25,000 $ 0.0010 - Preferred Series B 50,000 600 $ 0.0001 100 Preferred Series C 8,000 1,814 $ 0.0001 1,000 Preferred Series D 20,000 255 $ 0.0001 1,000 Undesignated 3,922,000 - - - |
Schedule of Stock Options Outstanding | Stock option activities for the years ended December 31, 2019 and 2018 are as follows: Options Weighted Weighted Aggregate Outstanding at January 1, 2018 93,203 $ 28.48 3.96 $ 2,721,538 Granted 1,350 $ 34.26 Cancelled - $ - Exercised - $ - Outstanding at December 31, 2018 94,553 $ 28.71 2.94 $ - Granted 5,280 $ 11.60 3.38 Cancelled - $ - Exercised - $ - Outstanding at December 31, 2019 99,833 $ 27.81 2.02 $ - Exercisable at December 31, 2019 95,873 $ 28.48 1.95 $ 0.00 |
Schedule of Share-based Compensation, Shares Authorized Under Stock Option Plans, by Exercise Price Range | The balance of all stock options outstanding as of December 31, 2019 is as follows: Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Options $ 54.00 19,250 7.30 $ 54.00 19,250 $ 54.00 $ 47.00 350 1.12 $ 47.00 350 $ 47.00 $ 29.80 1,000 0.61 $ 29.80 1,000 $ 29.80 $ 26.90 6,022 0.72 $ 26.90 6,022 $ 26.90 $ 21.60 67,931 0.56 $ 21.60 67,931 $ 21.60 $ 11.60 5,280 3.38 $ 11.60 1,320 $ 11.60 99,833 2.02 $ 27.81 95,873 $ 28.48 |
Schedule of Warrants Outstanding | A summary of the status of the warrants granted under these agreements at December 31, 2019, and changes during the years ended December 31, 2019 and 2018 are presented below: Outstanding Warrants Weighted Average Exercise Price Shares Per Share Outstanding at January 1, 2018 61,808 $ 312.79 Granted 22,243 $ 180.49 Cancelled (300 ) $ 810.00 Exercised (6,200 ) $ 0.10 Outstanding at December 31, 2018 77,551 $ 297.92 Granted 960 $ 19.53 Cancelled (5,025) $ 122.46 Exercised $ Outstanding at December 31, 2019 73,486 $ 306.28 Exercisable at December 31, 2019 73,486 $ 306.28 |
Schedule of Warrants Exercise Price Range | Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Warrants $ 14.50-50.00 24,294 1.40 $ 33.42 24,294 $ 33.42 $ 51.00-100.00 22,470 1.68 $ 75.66 22,470 $ 75.66 $ 101.25-239.00 6,010 1.60 $ 160.97 6,010 $ 160.97 $ 255.00-480.00 1,063 1.55 $ 320.22 1,063 $ 320.22 $ 562.30-1,000.00 19,649 0.89 $ 951.10 19,649 $ 951.10 73,486 1.37 $ 306.29 73,486 $ 306.29 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax rate to income before provision for income taxes was as follows for the years ended December 31, 2019 and 2018: 2019 2018 Income tax computed at federal statutory rate -21.0 % -21.0 % State taxes, net of federal benefit -7.1 % -7.1 % Non-Deductible expenses 15.0 % 7.0 % Change in valuation allowance 13.1 % 21.1 % Total 0.0 % 0.0 % |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 20, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt and equity financing | $ 2,400,000 | ||
Cash FDIC amount | |||
Provision for doubtful accounts | 0 | $ 0 | |
Unrecognized tax benefits | |||
Research and development expenses | $ 153,126 | $ 274,265 | |
Reverse stock split | 1,000-for-1-reverse stock split | ||
Minimum [Member] | |||
Property plant and equipment, estimated useful lives | 5 years | ||
Maximum [Member] | |||
Property plant and equipment, estimated useful lives | 7 years | ||
Hanover Portfolio Acquisitions, Inc [Member] | |||
Acquisitions description | On January 22, 2014, Hanover Portfolio Acquisitions, Inc. (the "Company") received written consents in lieu of a meeting of stockholders from holders of a majority of the shares of Common Stock representing in excess of 50% of the total issued and outstanding voting power of the Company approving an amendment to the Company's Certificate of Incorporation to change the name of the Company from "Hanover Portfolio Acquisitions, Inc." to "Endonovo Therapeutics, Inc." The name change was affected pursuant to a Certificate of Amendment (the "Certificate of Amendment"), filed with the Secretary of State of Delaware on January 24, 2014. | ||
Common stock, voting rights | Common Stock representing in excess of 50% of the total issued and outstanding voting power |
Nature of Business and Summar_5
Nature of Business and Summary of Significant Accounting Policies - Schedule of Measured Stock - Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Expected term | 4 years | |
Exercise price | $ 11.60 | |
Expected volatility, minimum | 226.00% | |
Expected volatility, maximum | 349.60% | 261.00% |
Expected dividends | 0.00% | 0.00% |
Risk-free interest rate, minimum | 1.58% | |
Risk-free interest rate, maximum | 2.28% | 2.06% |
Forfeitures | ||
Minimum [Member] | ||
Expected term | 2 years | |
Exercise price | $ 29.80 | |
Maximum [Member] | ||
Expected term | 3 years | |
Exercise price | $ 47 |
Nature of Business and Summar_6
Nature of Business and Summary of Significant Accounting Policies - Schedule of Balances of Liabilities Measured at Fair Value (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative liability | $ 10,599,690 | $ 4,426,026 |
Total | 10,599,690 | 4,426,026 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative liability | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Derivative liability | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Derivative liability | 10,599,690 | 4,426,026 |
Total | $ 10,599,690 | $ 4,426,026 |
Nature of Business and Summar_7
Nature of Business and Summary of Significant Accounting Policies - Schedule of Changes in the Liabilities with Significant Unobservable Inputs (Details) - Derivative Liability [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Liabilities with significant unobservable inputs , beginning balance | $ 4,426,026 | $ 5,939,600 |
Increase in Derivative Liability resulting from Issuance of convertible debt | 2,645,838 | 2,864,161 |
Decrease in Derivative Liability resulting from Settlements by debt extinguishment | (3,960,864) | (1,773,752) |
Increase in Derivative Liability resulting from Change in estimated fair value | 7,488,690 | (2,603,983) |
Liabilities with significant unobservable inputs, ending balance | $ 10,599,690 | $ 4,426,026 |
Nature of Business and Summar_8
Nature of Business and Summary of Significant Accounting Policies - Schedule of Variable Debentures Black-Scholes Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | |
Forfeitures | $ | ||
Measurement Input, Expected Term [Member] | ||
Expected term | 1 year | |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Expected term | 1 month | |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Expected term | 1 year | |
Measurement Input, Exercise Price [Member] | Minimum [Member] | ||
Exercise price | $ 0.65 | $ 11.10 |
Measurement Input, Exercise Price [Member] | Maximum [Member] | ||
Exercise price | $ 12.87 | $ 32.60 |
Measurement Input, Expected Volatility [Member] | Minimum [Member] | ||
Derivative liability measurement | 133.5 | 119 |
Measurement Input, Expected Volatility [Member] | Maximum [Member] | ||
Derivative liability measurement | 166 | 195 |
Measurement Input, Expected Dividend Rate [Member] | ||
Derivative liability measurement | ||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative liability measurement | 1.51 | 1.79 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative liability measurement | 2.87 | 2.71 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenue Recognition [Abstract] | |||
Recognized net revenues | $ 310,164 | $ 83,263 | [1] |
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue Source (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Total sources of revenue | $ 310,164 | $ 83,263 | [1] |
Distributor- Plastic Surgeons, Net [Member] | |||
Total sources of revenue | 17,045 | ||
Direct Sales - Plastic Surgeons Gross [Member] | |||
Total sources of revenue | $ 310,164 | $ 66,218 | |
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3,405 | $ 3,306 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment, gross | $ 89,794 | $ 87,201 | |
Less accumulated depreciation | 83,879 | 80,474 | |
Property, Plant and Equipment, net | 5,915 | 6,727 | [1] |
Autos [Member] | |||
Property, Plant and Equipment, gross | 64,458 | 64,458 | |
Medical Equipment [Member] | |||
Property, Plant and Equipment, gross | 13,969 | 13,969 | |
Other Equipment [Member] | |||
Property, Plant and Equipment, gross | $ 11,367 | $ 8,774 | |
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization expense | $ 646,910 | $ 646,910 | |
Rio Grande Neurosciences, Inc. [Member] | |||
Acquisition of patents | $ 4,500,000 | ||
Patents expiration period | 2024 |
Patents - Schedule of Patents L
Patents - Schedule of Patents Less Accumulated Amortization (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Patents | $ 4,500,000 | $ 4,500,000 | |
Less accumulated amortization | 1,293,820 | 646,910 | |
Total | $ 3,206,180 | $ 3,853,090 | [1] |
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |
Patents - Schedule of Estimated
Patents - Schedule of Estimated Future Amortization Expense (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | [1] |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2020 | $ 646,910 | ||
2021 | 646,910 | ||
2022 | 646,910 | ||
2023 | 646,910 | ||
Thereafter | 618,540 | ||
Total | $ 3,206,180 | $ 3,853,090 | |
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |
Notes Payable and Long-Term L_3
Notes Payable and Long-Term Loan (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2019 | Aug. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Oct. 31, 2013 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2012 | ||
Debt instrument face amount | $ 352,500 | ||||||||
Proceeds from issuance of note payable | $ 1,995,000 | $ 2,836,000 | [1] | ||||||
Debt instrument, interest rate | 12.00% | 12.00% | |||||||
Note payable outstanding | $ 6,697,146 | $ 6,054,403 | [1] | ||||||
Principal payment of debt | 105,000 | ||||||||
Interest expenses | $ 17,000 | ||||||||
Debt effective interest rate | 95.00% | 104.00% | |||||||
Note payable related parties | $ 165,000 | $ 270,000 | [1] | ||||||
Debt conversion description | The Company entered into an agreement to receive a license, data delivery and ancillary marketing services in exchange for a note of $352,500 at 8% annual interest and a conversion rate of the lower of $9.00 or 82% of the lowest bid price during the five trading days prior to conversion. The note will become effective when the license period and the services start and the data is delivered. | ||||||||
Repayment of debenture | 130,000 | $ 555,500 | [1] | ||||||
IPR [Member] | |||||||||
Long-term acquisition payable for costs not paid at closing | $ 155,000 | ||||||||
Percentage of proceeds from any private placement or gross profits | 25.00% | ||||||||
Convertible Debentures [Member] | |||||||||
Debt discount rate percentage | 65.00% | ||||||||
One Variable Debenture [Member] | |||||||||
Repayment of debenture | $ 283,000 | ||||||||
Minimum [Member] | Convertible Debentures [Member] | |||||||||
Debt instrument, term | 6 months | ||||||||
Initial principal annual interest rates | 10.00% | ||||||||
Percentage of issuance note of premium | 125.00% | ||||||||
Maximum [Member] | Convertible Debentures [Member] | |||||||||
Debt instrument, term | 12 months | ||||||||
Initial principal annual interest rates | 12.00% | ||||||||
Percentage of issuance note of premium | 135.00% | ||||||||
Eight Fixed Rate Notes [Member] | |||||||||
Proceeds from issuance of note payable | 2,192,250 | ||||||||
Note payable outstanding | $ 894,250 | ||||||||
Debt instrument description | Original terms of two to six months and interest rates of 10% to 12%, default rates of 10% to 24% and for three of the notes, if the notes are not paid at maturity, an additional 2% per month for the next three months. On November 1, 2019, the Company entered into debt modification agreements with two of the notes holders and extend the maturity date to November 1, 2020. | ||||||||
Past maturity notes payable | |||||||||
Debt maturity date | Nov. 1, 2020 | ||||||||
Eight Fixed Rate Notes [Member] | Minimum [Member] | |||||||||
Debt instrument, interest rate | 10.00% | ||||||||
Debt default interest rate | 10.00% | ||||||||
Eight Fixed Rate Notes [Member] | Maximum [Member] | |||||||||
Debt instrument, interest rate | 12.00% | ||||||||
Debt default interest rate | 24.00% | ||||||||
Two Fixed Rate Notes [Member] | |||||||||
Debt instrument face amount | $ 1,650,000 | ||||||||
Debt effective interest rate | 68.00% | ||||||||
Convertible Debentures One [Member] | |||||||||
Convertible debentures outstanding amount | $ 5,090,642 | $ 5,315,795 | |||||||
Debt discount amount | 0 | 2,282,707 | |||||||
Convertible Debentures Two [Member] | |||||||||
Convertible debentures outstanding amount | 5,090,642 | 2,891,925 | |||||||
Fixed Rate Notes [Member] | |||||||||
Past maturity notes payable | $ 100,000 | ||||||||
Debt maturity date | Dec. 31, 2019 | ||||||||
Fixed Rate Notes [Member] | Cash [Member] | |||||||||
Debt instrument face amount | $ 250,000 | ||||||||
Fixed Rate Notes [Member] | Maximum [Member] | |||||||||
Debt instrument face amount | 300,000 | ||||||||
Fixed Rate Notes Two [Member] | |||||||||
Debt instrument face amount | $ 1,650,000 | ||||||||
Debt instrument, interest rate | 10.00% | ||||||||
Debt effective interest rate | 68.00% | ||||||||
Fixed Rate Notes Two [Member] | Cash [Member] | |||||||||
Debt instrument face amount | $ 1,500,000 | ||||||||
Fixed Rate Notes Two [Member] | Maximum [Member] | |||||||||
Debt instrument, interest rate | 2.00% | ||||||||
Fixed Rate Note One [Member] | |||||||||
Debt instrument face amount | $ 1,100,000 | ||||||||
Debt maturity date | Mar. 26, 2019 | ||||||||
Fixed Rate Note Two [Member] | |||||||||
Debt instrument face amount | $ 550,000 | ||||||||
Debt maturity date | Jun. 17, 2019 | ||||||||
Convertible Debentures [Member] | |||||||||
Convertible debentures outstanding amount | $ 2,545,870 | ||||||||
Convertible Debentures [Member] | Cash [Member] | |||||||||
Convertible debentures outstanding amount | 836,000 | ||||||||
Private Placement [Member] | |||||||||
Debt instrument face amount | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | |||||
Proceeds from issuance of note payable | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | |||||
Debt instrument, interest rate | 10.00% | 10.00% | 10.00% | 10.00% | |||||
Debt instrument, term | 1 year | 1 year | 1 year | 1 year | |||||
Shares issued for conversion of notes payable and accrued interest, shares | 100 | 50 | 50 | 125 | |||||
Note payable outstanding | $ 624,903 | $ 692,403 | |||||||
Private Placement [Member] | Reverse Stock Split [Member] | |||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 100,000 | 50,000 | 50,000 | 125,000 | |||||
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |
Notes Payable and Long-Term L_4
Notes Payable and Long-Term Loan - Schedule of Notes Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Less amounts converted to stock | $ (7,533,318) | $ (3,440,725) | [1] |
Notes Payable [Member] | |||
Notes payable at beginning of period | 8,158,198 | 7,356,144 | |
Notes payable issued | 2,101,000 | 3,131,870 | |
Loan fees added to note payable | 91,250 | 147,000 | |
Settlements on note payable | (47,500) | ||
Repayments of notes payable in cash | (235,000) | (555,500) | |
Less amounts converted to redeemable notes | (67,500) | (212,500) | |
Less amounts converted to stock | (3,173,153) | (1,661,316) | |
Notes payable at end of period | 6,874,795 | 8,158,198 | |
Less debt discount | (12,649) | (1,833,795) | |
Note payable, net | 6,862,146 | 6,324,403 | |
Notes payable issued to related parties | 165,000 | 270,000 | |
Notes payable issued to non-related party | $ 6,697,146 | $ 6,054,403 | |
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |
Notes Payable and Long-Term L_5
Notes Payable and Long-Term Loan - Schedule of Maturity Dates of Notes Payable (Details) | Dec. 31, 2019USD ($) |
Past due | $ 5,980,545 |
December 31, 2020 | 894,250 |
Total | 6,874,795 |
Non-Related Parties [Member] | |
Past due | 5,815,545 |
December 31, 2020 | 894,250 |
Total | 6,709,795 |
Related Parties [Member] | |
Past due | 165,000 |
December 31, 2020 | |
Total | $ 165,000 |
Shareholders' Deficit (Details
Shareholders' Deficit (Details Narrative) - USD ($) | Jan. 29, 2020 | Feb. 07, 2017 | Feb. 22, 2013 | Aug. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Oct. 31, 2013 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 11, 2019 | Dec. 22, 2017 | |
Number of Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock voting rights | Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. | ||||||||||||
Preferred stock, outstanding | 25,000 | 25,000 | |||||||||||
Stated value dividend | 0.00% | 0.00% | |||||||||||
Shares issued for conversion of notes payable and accrued interest | $ 7,533,318 | $ 3,440,725 | [1] | ||||||||||
Debt discount after amortization | $ 2,044,940 | $ 3,464,096 | [1] | ||||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | |||||||||||
Issuance of common stock related to services | $ 159,850 | $ 224,785 | [1] | ||||||||||
Issuance of common stock, value | $ 168,343 | $ 25,000 | [1] | ||||||||||
Stock options, grants | 5,280 | 1,350 | |||||||||||
Stock options exercise price per share | $ 28.48 | ||||||||||||
Five-Year Common Stock Purchase Warrant [Member] | |||||||||||||
Warrants term | 5 years | ||||||||||||
Warrants issued to purchase common stock | 2,000 | ||||||||||||
Warrant exercise price | $ 50 | ||||||||||||
Warrants issued to purchase common stock, value | $ 71,521 | ||||||||||||
Two-Year Cashless Common Stock Purchase Warrant [Member] | |||||||||||||
Warrants term | 2 years | ||||||||||||
Warrants issued to purchase common stock | 6,200 | ||||||||||||
Warrant exercise price | $ 0.1 | ||||||||||||
Warrants issued to purchase common stock, value | $ 380,750 | ||||||||||||
Warrants issued to purchase common stock, exercised | 6,183 | ||||||||||||
Two-Year Common Stock Purchase Warrant [Member] | |||||||||||||
Warrants term | 2 years | ||||||||||||
Warrants issued to purchase common stock | 642 | ||||||||||||
Warrants issued to purchase common stock, value | $ 19,417 | ||||||||||||
Three-Year Common Stock Purchase Warrant [Member] | |||||||||||||
Warrants issued to purchase common stock | 11,263 | ||||||||||||
One Common Stock Purchase Warrant [Member] | |||||||||||||
Warrants issued to purchase common stock | 300 | ||||||||||||
Chief Medical Officer [Member] | |||||||||||||
Stock options, grants | 5,280 | ||||||||||||
Range of exercise prices, upper limit | $ 11.60 | ||||||||||||
Stock options estimated life term | 3 years 4 months 17 days | ||||||||||||
Stock options value | $ 76,532 | ||||||||||||
Number of options vested | 660 | ||||||||||||
Independent Contractors [Member] | |||||||||||||
Stock options, grants | 1,350 | ||||||||||||
Range of exercise prices, lower limit | $ 29.80 | ||||||||||||
Range of exercise prices, upper limit | $ 47 | ||||||||||||
Stock options value | $ 29,246 | ||||||||||||
Stock option expense | $ 31,012 | $ 15,459 | |||||||||||
Unrecognized deferred share-based compensation expected to be recognized over the remaining weighted average vesting periods | 5 months 20 days | ||||||||||||
Unrecognized deferred share-based compensation for outstanding grant | $ 57,400 | ||||||||||||
Private Placement [Member] | |||||||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 100 | 50 | 50 | 125 | |||||||||
Stock Options [Member] | |||||||||||||
Stock options exercise price per share | $ 14.49 | $ 21.70 | |||||||||||
Lock-Up Agreement [Member] | |||||||||||||
Common stock, shares issued | 477 | ||||||||||||
Issuance of common stock, value | $ 17,194 | ||||||||||||
Lock-Up Agreement [Member] | Note Payable [Member] | |||||||||||||
Promissory note amount | $ 550,000 | ||||||||||||
Common stock, shares issued | 1,000 | ||||||||||||
Issuance of common stock, value | $ 22,200 | ||||||||||||
Consulting Agreements [Member] | |||||||||||||
Common stock, shares issued | 10,340 | 7,175 | |||||||||||
Issuance of common stock, value | $ 159,850 | $ 224,785 | |||||||||||
Maximum [Member] | Two-Year Common Stock Purchase Warrant [Member] | |||||||||||||
Warrant exercise price | $ 37 | ||||||||||||
Maximum [Member] | Three-Year Common Stock Purchase Warrant [Member] | |||||||||||||
Warrant exercise price | 1,000 | ||||||||||||
Maximum [Member] | Independent Contractors [Member] | |||||||||||||
Stock options estimated life term | 3 years | ||||||||||||
Stock options vesting period | 12 months | ||||||||||||
Minimum [Member] | Two-Year Common Stock Purchase Warrant [Member] | |||||||||||||
Warrant exercise price | 36.80 | ||||||||||||
Minimum [Member] | Three-Year Common Stock Purchase Warrant [Member] | |||||||||||||
Warrant exercise price | $ 21.80 | ||||||||||||
Minimum [Member] | Independent Contractors [Member] | |||||||||||||
Stock options estimated life term | 2 years | ||||||||||||
Stock options vesting period | 4 months | ||||||||||||
Series AA Preferred Stock [Member] | |||||||||||||
Preferred stock, outstanding | 25,000 | 25,000 | |||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||
Number of Shares Authorized | 50,000 | ||||||||||||
Preferred stock, outstanding | 600 | 600 | |||||||||||
Stated value dividend | 75.00% | ||||||||||||
Warrants term | 3 years | ||||||||||||
Share exercise price | 1.50 | ||||||||||||
Liquidation value of preferred stock, per share | $ 100 | ||||||||||||
Number of Series B preferred stock shares issued | 1,350 | ||||||||||||
Convertible preferred stock, shares issued | 750 | ||||||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 2,941 | ||||||||||||
Series B Convertible Preferred Stock [Member] | Lock-Up Agreement [Member] | |||||||||||||
Warrants issued to purchase common stock | 6,200 | ||||||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 2,941 | ||||||||||||
Common stock, shares issued | 6,183 | ||||||||||||
Series C Secured Redeemable Preferred Stock [Member] | |||||||||||||
Number of Shares Authorized | 8,000 | ||||||||||||
Liquidation value of preferred stock, per share | $ 1,000 | ||||||||||||
Preferred stock dividend per share | $ 20 | ||||||||||||
Shares issued, price per share | $ 1,000 | ||||||||||||
Sale of stock for preferred stock | 94 | 1,020 | |||||||||||
Sale of stock, consideration | $ 94,000 | $ 1,020,191 | |||||||||||
Debt discount after amortization | $ 776 | $ 180,712 | |||||||||||
Series C Secured Redeemable Preferred Stock [Member] | Maximum [Member] | |||||||||||||
Warrants issued to purchase common stock | 960 | 6,457 | |||||||||||
Series C Secured Redeemable Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||
Change in rights due to amendmend and restated certificate, description | On January 29, 2020, the Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. | ||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||
Number of Shares Authorized | 20,000 | ||||||||||||
Liquidation value of preferred stock, per share | $ 1,000 | ||||||||||||
Convertible preferred stock, shares issued | 255 | 0 | |||||||||||
Convertible preferred stock, shares outstanding | 255 | 0 | |||||||||||
Conversion price percentage | 0.01% | ||||||||||||
Common Stock [Member] | |||||||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 728,057 | ||||||||||||
Obligated for resale amount | $ 10,000,000 | ||||||||||||
Common stock, shares authorized | 81,250 | ||||||||||||
Average daily volume percentage | 200.00% | ||||||||||||
Multiplied average price description | (i) 200% of the average daily volume (U.S. market only) of the common stock for the three (3) trading days prior to the date of delivery of the applicable put notice, multiplied by the average of the closing prices for such trading days or (ii) $100,000. The purchase price shall be set at ninety-four percent (94%) of the lowest daily VWAP of our common stock during the Pricing Period. | ||||||||||||
Beneficial ownership percentage | 4.99% | ||||||||||||
Issuance of common stock related to services, shares | 10,340 | ||||||||||||
Common stock, shares issued | 2,000 | ||||||||||||
Number of warrants issued for cash | $ 25,000 | ||||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 92,773 | ||||||||||||
Shares issued for conversion of notes payable and accrued interest | $ 3,440,725 | ||||||||||||
Common stock, shares issued | 1,562 | ||||||||||||
Number of warrants issued for cash | $ 60,000 | ||||||||||||
Common Stock [Member] | Two Promissory Notes [Member] | |||||||||||||
Valuation of common stock issued for note extensions, shares | 1,091 | ||||||||||||
Valuation of common stock issued for note extensions | $ 26,545 | ||||||||||||
Promissory note amount | 336,000 | ||||||||||||
Common Stock [Member] | Investment Agreement [Member] | |||||||||||||
Incurred fees | $ 20,000 | ||||||||||||
Number of shares exchange of common stock, shares | 17,900 | ||||||||||||
Number of shares exchange of common stock | $ 168,343 | ||||||||||||
Preferred Stock Designated [Member] | |||||||||||||
Number of Shares Authorized | 5,000,000 | ||||||||||||
Warrant [Member] | |||||||||||||
Warrants term | 2 years | 3 years | |||||||||||
Warrants issued to purchase common stock | 960 | 4,805 | |||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||
Warrant exercise price | $ 27.90 | $ 1,000 | |||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||
Warrant exercise price | $ 14.50 | $ 69 | |||||||||||
Common Stock [Member] | |||||||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 728,057 | 92,773 | [1] | ||||||||||
Shares issued for conversion of notes payable and accrued interest | $ 73 | $ 9 | [1] | ||||||||||
Issuance of common stock related to services, shares | 10,340 | [1] | |||||||||||
Issuance of common stock related to services | $ 1 | [1] | |||||||||||
Common stock, shares issued | 17,900 | [1] | |||||||||||
Issuance of common stock, value | $ 1 | [1] | |||||||||||
Common Stock [Member] | Lock-Up Agreement [Member] | |||||||||||||
Valuation of common stock issued for note extensions, shares | 754 | ||||||||||||
Valuation of common stock issued for note extensions | $ 12,122 | ||||||||||||
Warrant [Member] | |||||||||||||
Warrants issued to purchase common stock | 2,138 | ||||||||||||
Two Year Warrants [Member] | |||||||||||||
Warrants term | 2 years | ||||||||||||
Three Year Warrants [Member] | |||||||||||||
Warrants term | 3 years | ||||||||||||
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |
Shareholders' Deficit - Schedul
Shareholders' Deficit - Schedule of Preferred Stock (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 22, 2013 |
Number of Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Number of Shares Outstanding | 25,000 | 25,000 | |
Par Value | $ 0.001 | $ 0.001 | $ 0.001 |
Series AA [Member] | |||
Number of Shares Authorized | 1,000,000 | ||
Number of Shares Outstanding | 25,000 | ||
Par Value | $ 0.0010 | ||
Liquidation Value | |||
Preferred Series B [Member] | |||
Number of Shares Authorized | 50,000 | ||
Number of Shares Outstanding | 600 | ||
Par Value | $ 0.0001 | ||
Liquidation Value | $ 100 | ||
Preferred Series C [Member] | |||
Number of Shares Authorized | 8,000 | ||
Number of Shares Outstanding | 1,814 | ||
Par Value | $ 0.0001 | ||
Liquidation Value | $ 1,000 | ||
Preferred Series D [Member] | |||
Number of Shares Authorized | 20,000 | ||
Number of Shares Outstanding | 255 | ||
Par Value | $ 0.0001 | ||
Liquidation Value | $ 1,000 | ||
Undesignated [Member] | |||
Number of Shares Authorized | 3,922,000 | ||
Number of Shares Outstanding | |||
Par Value | |||
Liquidation Value |
Shareholders' Deficit - Sched_2
Shareholders' Deficit - Schedule of Stock Options Outstanding (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Stock Option Outstanding, Beginning Balance | 94,553 | 93,203 |
Stock Option Outstanding, Granted | 5,280 | 1,350 |
Stock Option Outstanding, Cancelled | ||
Stock Option Outstanding, Exercised | ||
Stock Option Outstanding, Ending Balance | 99,833 | 94,553 |
Stock Option Outstanding, Exercisable Ending Balance | 95,873 | |
Weighted Average Exercise Price, Beginning Balance | $ 28.71 | $ 28.48 |
Weighted Average Exercise Price, Granted | 11.60 | 34.26 |
Weighted Average Exercise Price, Cancelled | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Ending Balance | 27.81 | $ 28.71 |
Weighted Average Exercise Price, Exercisable Ending Balance | $ 28.48 | |
Weighted Average Remaining Contractual Term (years), Outstanding Beginning | 2 years 11 months 8 days | 3 years 11 months 15 days |
Weighted Average Remaining Contractual Term (years), Granted | 3 years 4 months 17 days | |
Weighted Average Remaining Contractual Term (years), Outstanding Ending | 2 years 7 days | 2 years 11 months 8 days |
Weighted Average Remaining Contractual Term (years), Exercisable Ending | 1 year 11 months 12 days | |
Aggregated Intrinsic Value, Outstanding Ending | $ 2,721,538 | |
Aggregated Intrinsic Value, Exercisable Ending | $ 0 |
Shareholders' Deficit - Sched_3
Shareholders' Deficit - Schedule of Share-based Compensation, Shares Authorized Under Stock Option Plans, by Exercise Price Range (Details) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Range of exercise prices | |
Number of outstanding | shares | 99,833 |
Weighted average remaining contractual life | 2 years 7 days |
Weighted average exercise price | $ 27.81 |
Number of exercisable | shares | 95,873 |
Weighted average exercise price exercisable | $ 28.48 |
Price Range 1 [Member] | |
Range of exercise prices | $ 54 |
Number of outstanding | shares | 19,250 |
Weighted average remaining contractual life | 7 years 3 months 19 days |
Weighted average exercise price | $ 54 |
Number of exercisable | shares | 19,250 |
Weighted average exercise price exercisable | $ 54 |
Price Range 2 [Member] | |
Range of exercise prices | $ 47 |
Number of outstanding | shares | 350 |
Weighted average remaining contractual life | 1 year 1 month 13 days |
Weighted average exercise price | $ 47 |
Number of exercisable | shares | 350 |
Weighted average exercise price exercisable | $ 47 |
Price Range 3 [Member] | |
Range of exercise prices | $ 29.80 |
Number of outstanding | shares | 1,000 |
Weighted average remaining contractual life | 7 months 10 days |
Weighted average exercise price | $ 29.80 |
Number of exercisable | shares | 1,000 |
Weighted average exercise price exercisable | $ 29.80 |
Price Range 4 [Member] | |
Range of exercise prices | $ 26.90 |
Number of outstanding | shares | 6,022 |
Weighted average remaining contractual life | 8 months 19 days |
Weighted average exercise price | $ 26.90 |
Number of exercisable | shares | 6,022 |
Weighted average exercise price exercisable | $ 26.90 |
Price Range 5 [Member] | |
Range of exercise prices | $ 21.60 |
Number of outstanding | shares | 67,931 |
Weighted average remaining contractual life | 6 months 21 days |
Weighted average exercise price | $ 21.60 |
Number of exercisable | shares | 67,931 |
Weighted average exercise price exercisable | $ 21.60 |
Price Range 6 [Member] | |
Range of exercise prices | $ 11.60 |
Number of outstanding | shares | 5,280 |
Weighted average remaining contractual life | 3 years 4 months 17 days |
Weighted average exercise price | $ 11.60 |
Number of exercisable | shares | 1,320 |
Weighted average exercise price exercisable | $ 11.60 |
Shareholders' Deficit - Sched_4
Shareholders' Deficit - Schedule of Warrants Outstanding (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares Outstanding, Beginning Balance | 77,551 | 61,808 |
Shares, Granted | 960 | 22,243 |
Shares, Cancelled | (5,025) | (300) |
Shares, Exercised | (6,200) | |
Shares Outstanding, Ending Balance | 73,486 | 77,551 |
Shares Exercisable, Ending Balance | 73,486 | |
Weighted-Average Exercise Price, Outstanding Beginning Balance | $ 297.92 | $ 312.79 |
Weighted-Average Exercise Price, Granted | 19.53 | 180.49 |
Weighted average Exercise price, Cancelled | 122.46 | 810 |
Weighted-Average Exercise Price, Exercised | 0.10 | |
Weighted-Average Exercise Price, Outstanding Ending Balance | 306.28 | $ 297.92 |
Weighted-Average Exercise Price, Exercisable Ending Balance | $ 306.28 |
Shareholders' Deficit - Sched_5
Shareholders' Deficit - Schedule of Warrants Exercise Price Range (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of warrants outstanding | shares | 73,486 |
Weighted average remaining contractual life | 1 year 4 months 13 days |
Weighted average exercise price | $ 306.29 |
Number of warrants exercisable | shares | 73,486 |
Weighted average exercise price exercisable | $ 306.29 |
Price Range 1 [Member] | |
Range of exercise prices, lower limit | 14.50 |
Range of exercise prices. upper limit | $ 50 |
Number of warrants outstanding | shares | 24,294 |
Weighted average remaining contractual life | 1 year 4 months 24 days |
Weighted average exercise price | $ 33.42 |
Number of warrants exercisable | shares | 24,294 |
Weighted average exercise price exercisable | $ 33.42 |
Price Range 2 [Member] | |
Range of exercise prices, lower limit | 51 |
Range of exercise prices. upper limit | $ 100 |
Number of warrants outstanding | shares | 22,470 |
Weighted average remaining contractual life | 1 year 8 months 5 days |
Weighted average exercise price | $ 75.66 |
Number of warrants exercisable | shares | 22,470 |
Weighted average exercise price exercisable | $ 75.66 |
Price Range 3 [Member] | |
Range of exercise prices, lower limit | 101.25 |
Range of exercise prices. upper limit | $ 239 |
Number of warrants outstanding | shares | 6,010 |
Weighted average remaining contractual life | 1 year 7 months 6 days |
Weighted average exercise price | $ 160.97 |
Number of warrants exercisable | shares | 6,010 |
Weighted average exercise price exercisable | $ 160.97 |
Price Range 4 [Member] | |
Range of exercise prices, lower limit | 255 |
Range of exercise prices. upper limit | $ 480 |
Number of warrants outstanding | shares | 1,063 |
Weighted average remaining contractual life | 1 year 6 months 18 days |
Weighted average exercise price | $ 320.22 |
Number of warrants exercisable | shares | 1,063 |
Weighted average exercise price exercisable | $ 320.22 |
Price Range 5 [Member] | |
Range of exercise prices, lower limit | 562.30 |
Range of exercise prices. upper limit | $ 1,000 |
Number of warrants outstanding | shares | 19,649 |
Weighted average remaining contractual life | 10 months 21 days |
Weighted average exercise price | $ 951.10 |
Number of warrants exercisable | shares | 19,649 |
Weighted average exercise price exercisable | $ 951.10 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Repayment of related party debt | $ 105,000 | $ 87,000 | [1] |
Notes payable - related parties | 165,000 | 270,000 | [1] |
Notes payable | 38,389 | 32,046 | |
Two Executive officers and One Operational Manager [Member] | |||
Deferred compensation | 898,475 | 933,150 | |
Accrual of deferred compensation | 650,000 | 840,000 | |
Cash repayments of deferred compensation | 684,675 | 829,275 | |
Officers and Operational Manager [Member] | |||
Related party advances | 27,130 | 65,000 | |
Repayment of related party debt | 14,722 | 87,000 | |
Repayment of accrued interest | 17,000 | 20,400 | |
One Officer and Executive [Member] | |||
Due to officer | 5,236 | 0 | |
One Officer and Former President [Member] | |||
Notes payable - related parties | $ 165,000 | $ 270,000 | |
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carry forwards | $ 25,200,000 | |
Federal net operating loss carry forwards expire date | Begin to expire in 2030 | |
Deferred tax, valuation allowance percentage | 100.00% | |
Interest and penalties | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax computed at federal statutory rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | (7.10%) | (7.10%) |
Non-Deductible expenses | 15.00% | 7.00% |
Change in valuation allowance | 13.10% | 21.10% |
Total | 0.00% | 0.00% |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Sales Revenue, Net [Member] | Customer One [Member] | ||
Concentration risk, percentage | 7.20% | 20.00% |
Sales Revenue, Net [Member] | Customer Two [Member] | ||
Concentration risk, percentage | 7.50% | 12.00% |
Sales Revenue, Net [Member] | Customer Three [Member] | ||
Concentration risk, percentage | 23.70% | 11.00% |
Sales Revenue, Net [Member] | Supplier [Member] | ||
Concentration risk, percentage | 100.00% | |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentration risk, percentage | 37.00% | 42.00% |
Accounts Receivable [Member] | Customer Two [Member] | ||
Concentration risk, percentage | 33.00% | 30.00% |
Accounts Receivable [Member] | Customer Three [Member] | ||
Concentration risk, percentage | 16.00% | 28.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 29, 2020 | Apr. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 01, 2020 | |
Number of stock issued, value | $ 168,343 | $ 25,000 | [1] | |||
Debt instrument, interest rate | 12.00% | 12.00% | ||||
Common stock, shares outstanding | 1,189,204 | 431,063 | ||||
Preferred stock, outstanding | 25,000 | 25,000 | ||||
Common Stock [Member] | ||||||
Stock issued for conversion of debt, shares | 728,057 | 92,773 | [1] | |||
Number of stock issued, shares | 17,900 | [1] | ||||
Number of stock issued, value | $ 1 | [1] | ||||
Subsequent Event [Member] | Series C Secured Redeemable Preferred Stock [Member] | ||||||
Change in rights due to amendmend and restated certificate, description | On January 29, 2020, the Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Common stock, shares outstanding | 8,813,704 | |||||
Subsequent Event [Member] | Preferred C Stock [Member] | ||||||
Preferred stock, outstanding | 762 | |||||
Subsequent Event [Member] | Preferred D Stock [Member] | ||||||
Preferred stock, outstanding | 305 | |||||
Subsequent Event [Member] | Preferred B Stock [Member] | ||||||
Preferred stock, outstanding | 600 | |||||
Subsequent Event [Member] | Variable Notes [Member] | Restricted Stock [Member] | ||||||
Stock issued for conversion of debt, shares | 5,402,619 | |||||
Subsequent Event [Member] | Variable Notes [Member] | Restricted Stock [Member] | ||||||
Convertible debt | $ 998,066 | |||||
Accrued interest | $ 134,480 | |||||
Subsequent Event [Member] | Four Variable Convertible Debentures [Member] | ||||||
Convertible debt | $ 275,000 | |||||
Debt instrument, interest rate | 8.00% | |||||
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred in December 20, 2019. |