Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 30, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | BIOSIG TECHNOLOGIES, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 24,091,363 | ||
Entity Public Float | $ 17,803,853 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,530,766 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 1,055,895 | $ 953,234 |
Prepaid expenses | 134,263 | 31,308 |
Total current assets | 1,190,158 | 984,542 |
Property and equipment, net | 24,188 | 18,408 |
Other assets: | ||
Deposits | 27,612 | 27,612 |
Total assets | 1,241,958 | 1,030,562 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $15,755 and $12,716 to related parties as of December 31, 2016 and 2015, respectively | 373,103 | 223,546 |
Dividends payable | 359,891 | 340,291 |
Warrant liability | 1,937,234 | 1,621,199 |
Derivative liability | 288,934 | 285,157 |
Total current liabilities | 2,959,162 | 2,470,193 |
Convertible Preferred Stock | 1,070,000 | 1,471,000 |
Commitments and contingencies | ||
Stockholders’ deficit | ||
Preferred stock, $0.001 par value, authorized 1,000,000 shares, designated 200 shares of Series A, 600 shares of Series B and 4,200 shares of Series C Preferred Stock | 0 | 0 |
Common stock, $0.001 par value, authorized 200,000 and 50,000,000 shares, 22,588,184 and 16,825,703 issued and outstanding as of December 31, 2016 and 2015, respectively | 22,588 | 16,826 |
Additional paid in capital | 41,019,251 | 29,314,399 |
Accumulated deficit | (43,829,043) | (32,241,856) |
Total stockholders’ deficit | (2,787,204) | (2,910,631) |
Total liabilities and stockholders’ deficit | $ 1,241,958 | $ 1,030,562 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts payable and accrued expenses, related parties (in Dollars) | $ 15,755 | $ 12,716 |
Preferred stock, shares issued | 1,471 | |
Preferred stock, shares outstanding | 1,070 | |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 50,000,000 |
Common stock, shares issued | 22,588,184 | 16,825,703 |
Common stock, shares outstanding | 22,588,184 | 16,825,703 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,070 | 1,471 |
Preferred stock, shares outstanding | 1,070 | 1,471 |
Preferred stock, liquidation preference (in Dollars) | $ 1,070,000 | $ 1,471,000 |
Preferred stock, shares authorized | 4,200 | 4,200 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 200 | 200 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 600 | 600 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating expenses: | ||
Research and development | $ 2,654,501 | $ 1,506,989 |
General and administrative | 8,499,304 | 10,526,566 |
Depreciation | 10,475 | 10,475 |
Total operating expenses | 11,164,280 | 12,044,030 |
Loss from operations | (11,164,280) | (12,044,030) |
Other income (expense): | ||
(Loss) gain on change in fair value of derivatives | (422,908) | 3,113,580 |
Interest income (expense) | 1 | (1,298) |
Financing costs | 0 | (529,704) |
Total other income (expense) | (422,907) | 2,582,578 |
Loss before income taxes | (11,587,187) | (9,461,452) |
Income taxes (benefit) | 0 | 0 |
Net loss | (11,587,187) | (9,461,452) |
Preferred stock dividend | (110,023) | (351,522) |
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ (11,697,210) | $ (9,812,974) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (0.60) | $ (0.70) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 19,490,767 | 14,103,055 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Warrant [Member]Cashless Exercise of Warrants [Member]Additional Paid-in Capital [Member] | Warrant [Member]Cashless Exercise of Warrants [Member] | Warrant [Member]Additional Paid-in Capital [Member] | Warrant [Member] | Embedded Derivative Financial Instruments [Member]Series C Preferred Stock [Member]Additional Paid-in Capital [Member] | Embedded Derivative Financial Instruments [Member]Series C Preferred Stock [Member] | Embedded Derivative Financial Instruments [Member]Additional Paid-in Capital [Member] | Embedded Derivative Financial Instruments [Member] | Series C Preferred Stock [Member]Settlement of Preferred Stock [Member]Common Stock [Member] | Series C Preferred Stock [Member]Settlement of Preferred Stock [Member]Additional Paid-in Capital [Member] | Series C Preferred Stock [Member]Settlement of Preferred Stock [Member] | Series C Preferred Stock [Member]Common Stock [Member] | Series C Preferred Stock [Member]Additional Paid-in Capital [Member] | Series C Preferred Stock [Member] | Cashless Exercise of Warrants [Member]Common Stock [Member] | Cashless Exercise of Warrants [Member]Additional Paid-in Capital [Member] | Cashless Exercise of Warrants [Member] | Exercise of Options [Member]Common Stock [Member] | Exercise of Options [Member]Additional Paid-in Capital [Member] | Exercise of Options [Member] | Exercise of Warrants for Cash [Member]Common Stock [Member]Warrants at $3.67 [Member] | Exercise of Warrants for Cash [Member]Common Stock [Member]Warrants at $2.50 [Member] | Exercise of Warrants for Cash [Member]Additional Paid-in Capital [Member]Warrants at $3.67 [Member] | Exercise of Warrants for Cash [Member]Additional Paid-in Capital [Member]Warrants at $2.50 [Member] | Exercise of Warrants for Cash [Member]Warrants at $3.67 [Member] | Exercise of Warrants for Cash [Member]Warrants at $2.50 [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2014 | $ 11,179 | $ 19,186,163 | $ (22,780,404) | $ (3,583,062) | ||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2014 | 11,179,266 | |||||||||||||||||||||||||||||
Sale of common stock | $ 2,645 | 4,757,153 | $ 4,759,798 | |||||||||||||||||||||||||||
Sale of common stock (in Shares) | 2,645,432 | 2,645,432 | ||||||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends | $ 1,431 | $ 2,144,870 | $ 2,146,301 | $ 100 | $ (100) | $ 10 | $ 20,890 | $ 20,900 | $ 4 | $ 4 | $ 14,977 | $ 9,996 | $ 14,981 | $ 10,000 | ||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends (in Shares) | 1,430,871 | 99,552 | 99,552 | 10,000 | 10,000 | 4,082 | 4,000 | |||||||||||||||||||||||
Fair value reclassification | $ (4,097,444) | $ (4,097,444) | $ (1,242,590) | $ (1,242,590) | ||||||||||||||||||||||||||
Fair value reclassification | $ 265,955 | $ 265,955 | $ 639,467 | $ 639,467 | 265,955 | 639,467 | ||||||||||||||||||||||||
Stock based compensation | 4,626,285 | $ 4,626,285 | ||||||||||||||||||||||||||||
Preferred Stock dividend | (351,522) | (351,522) | ||||||||||||||||||||||||||||
Net loss | (9,461,452) | (9,461,452) | ||||||||||||||||||||||||||||
Common stock issued for services | $ 1,453 | 3,340,299 | 3,341,752 | |||||||||||||||||||||||||||
Common stock issued for services (in Shares) | 1,452,500 | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2015 | $ 16,826 | 29,314,399 | (32,241,856) | $ (2,910,631) | ||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2015 | 16,825,703 | 16,825,703 | ||||||||||||||||||||||||||||
Sale of common stock | $ 3,798 | 5,222,570 | $ 5,226,368 | |||||||||||||||||||||||||||
Sale of common stock (in Shares) | 3,798,417 | 3,798,417 | ||||||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends | $ 58 | $ 90,365 | $ 90,423 | $ 267 | $ 400,733 | 401,000 | ||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends (in Shares) | 58,185 | 267,334 | ||||||||||||||||||||||||||||
Fair value reclassification | $ 103,096 | $ 103,096 | $ 0 | $ 103,096 | ||||||||||||||||||||||||||
Stock based compensation | $ 304 | 3,528,396 | $ 3,528,700 | |||||||||||||||||||||||||||
Stock based compensation (in Shares) | 303,545 | |||||||||||||||||||||||||||||
Preferred Stock dividend | (110,023) | (110,023) | ||||||||||||||||||||||||||||
Net loss | (11,587,187) | (11,587,187) | ||||||||||||||||||||||||||||
Common stock issued for services | $ 1,335 | 2,469,715 | 2,471,050 | |||||||||||||||||||||||||||
Common stock issued for services (in Shares) | 1,335,000 | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2016 | $ 22,588 | $ 41,019,251 | $ (43,829,043) | $ (2,787,204) | ||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2016 | 22,588,184 | 22,588,184 |
STATEMENT OF STOCKHOLDERS' EQU6
STATEMENT OF STOCKHOLDERS' EQUITY (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | |
Warrants at $3.67 [Member] | ||
Exercise of warrants | $ 3.67 | |
Warrants at $2.50 [Member] | ||
Exercise of warrants | 2.50 | |
Cashless Exercise of Warrants [Member] | Additional Paid-in Capital [Member] | ||
Warrants exercised (in Dollars) | $ 156,102 | |
Exercise of Options [Member] | ||
Exercise of options | $ 2.09 | |
Exercise of Options [Member] | Additional Paid-in Capital [Member] | ||
Exercise of options | 2.09 | |
Exercise of Warrants for Cash [Member] | Additional Paid-in Capital [Member] | Warrants at $3.67 [Member] | ||
Exercise of warrants | 3.67 | |
Exercise of Warrants for Cash [Member] | Additional Paid-in Capital [Member] | Warrants at $2.50 [Member] | ||
Exercise of warrants | 2.50 | |
Series C Preferred Stock [Member] | Additional Paid-in Capital [Member] | ||
Conversion of preferred stock | $ 1.50 | 1.50 |
Series C Preferred Stock [Member] | Settlement of Preferred Stock [Member] | Additional Paid-in Capital [Member] | ||
Common stock issued | $ 1.55 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (11,587,187) | $ (9,461,452) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 10,475 | 10,475 |
Amortization of debt discount | 0 | 585,324 |
Change in derivative liabilities | 422,908 | (3,113,580) |
Equity based compensation | 5,999,750 | 7,968,036 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (102,955) | 44,229 |
Accounts payable | 149,661 | (333,494) |
Stock based payable | 0 | (226,305) |
Deferred rent payable | (104) | 3,016 |
Net cash used in operating activities | (5,107,452) | (4,523,751) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (16,255) | (15,863) |
Payment of long term deposit | 0 | (2,612) |
Net cash used in investing activity | (16,255) | (18,475) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 5,226,368 | 4,759,798 |
Proceeds from sale of Series C preferred stock | 0 | 450,000 |
Proceeds from exercise of options | 0 | 20,900 |
Proceeds from exercise of warrants | 0 | 24,981 |
Net cash provided by financing activities | 5,226,368 | 5,255,679 |
Net increase in cash and cash equivalents | 102,661 | 713,453 |
Cash and cash equivalents, beginning of the period | 953,234 | 239,781 |
Cash and cash equivalents, end of the period | 1,055,895 | 953,234 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 0 | 1,298 |
Cash paid during the period for income taxes | 0 | 0 |
Embedded Derivative Financial Instruments [Member] | ||
Adjustments to reconcile net loss to cash used in operating activities: | ||
Change in derivative liabilities | 106,873 | |
Non cash investing and financing activities: | ||
Reclassify derivative liability to equity | 0 | 265,955 |
Series C Preferred Stock [Member] | ||
Non cash investing and financing activities: | ||
Common stock issued upon conversion preferred stock and accrued dividends | 491,423 | 2,146,302 |
Reclassify derivative liability to equity | 103,096 | 639,467 |
Series C Preferred Stock [Member] | Embedded Derivative Financial Instruments [Member] | ||
Non cash investing and financing activities: | ||
Reclassify derivative liability to equity | $ 103,096 | $ 639,467 |
NOTE 1 - SUMMARY OF SIGNIFICANT
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. Business and organization BioSig Technologies Inc. (the “Company”) was initially incorporated on February 24, 2009 under the laws of the State of Nevada and subsequently re-incorporated in the state of Delaware in 2011. The Company and its efforts are principally devoted to improving the quality of cardiac recordings obtained during ablation of atrial fibrillation (AF) and ventricular tachycardia (VT). The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, fair values relating to warrant and other derivative liabilities and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. At December 31, 2016 and 2015, deposits in excess of FDIC limits were $805,895 and $703,234, respectively. Prepaid Expenses Prepaid expenses are comprised of vendor deposits of $100,000 (2016), prepaid insurance and operating expense prepayments. Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Long-Lived Assets The Company follows Accounting Standards Codification 360-10-15-3, “Impairment or Disposal of Long-lived Assets,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Fair Value of Financial Instruments Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2015 and 2014, the Company did not have any derivative instruments that were designated as hedges. At December 31, 2016 and 2015, the Company had outstanding preferred stock and warrants that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. (See Note 6 and Note 7). Research and development costs The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $2,654,501 and $1,506,989 for the year ended December 31, 2016 and 2015, respectively. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. Net Income (loss) Per Common Share The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share as of December 31, 2016 and 2015 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: 2016 2015 Series C convertible preferred stock 713,333 980,667 Options to purchase common stock 8,245,190 7,780,190 Warrants to purchase common stock 9,128,189 7,078,685 Totals 18,086,712 15,839,542 Stock based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of December 31, 2016, there were outstanding stock options to purchase 8,245,190 shares of common stock, 7,028,639 shares of which were vested. As of December 31, 2015, the Company had 7,780,190 options outstanding to purchase shares of common stock, of which 5,613,501 were vested. Registration Rights The Company accounts for registration rights agreements in accordance with the Accounting Standards Codification subtopic 825-20, Registration Payment Arraignments (“ASC 825-20”). Under ASC 825-20, the Company is required to disclose the nature and terms of the arraignment, the maximum potential amount and to assess each reporting period the probable liability under these arraignments and, if exists, to record or adjust the liability to current period operations. On June 23, 2014, the Company filed Form S-1/A became effective with the Securities and Exchange Commission. As such, the Company determined that payments were due under its registration rights agreement and therefore accrued $55,620 as interest expense during the year ended December 31, 2014 for the liability under the registration rights agreements. During the year ended December 31, 2015, the Company estimated the liability at $-0- and therefore recorded the change to current period operations. Beginning on May 16, 2016, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold to the investors units, which each unit consisting of one share of the Company’s common stock and a warrant to purchase one half of one share of common stock (the “ Private Placement Reclassification Certain reclassifications have been made to prior periods’ data to conform with the current year’s presentation. These reclassifications had no effect on reported income or losses. Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern, which is included in Accounting Standards Codification (ASC) 205, Presentation of Financial Statements The FASB issued ASU 2016-02, Leases (Topic 842) The FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” In November 2016, the FASB issued ASU No. 2016-18, S tatement of Cash Flows (Topic 230): Restricted Cash In April 2015, the FASB issued ASU No. 2015-03(ASU 2015-03), Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
NOTE 2 - GOING CONCERN AND MANA
NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2016, the Company had cash of $1,055,895 and working capital deficit (current liabilities in excess of current assets) of $1,769,004 principally due to the inclusion of non-cash derivative and warrant liabilities recorded in current liabilities. In addition, the Company raised approximately $1,358,763 in 2017 through the sale of common stock and warrants (See Note 13). As of December 31, 2016, excluding the derivative and warrant liabilities, the Company’s working capital would have been $457,164. During the year ended December 31, 2016, the Company used net cash in operating activities of $5,107,452. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company has sufficient funds to meet its research and development and other funding requirements for at least the next 4 months. The Company’s primary source of operating funds since inception has been cash proceeds from private placements of common and preferred stock. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. The Company has stockholders’ deficiencies at December 31, 2016 and requires additional financing to fund future operations. Further, the Company does not have any commercial products available for sale and there is no assurance that if approval of their products is received that the Company will be able to generate cash flow to fund operations. In addition, there can be no assurance that the Company’s research and development will be successfully completed or that any product will be approved or commercially viable. Accordingly, the accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
NOTE 3 - RELATED PARTY TRANSACT
NOTE 3 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 3 – RELATED PARTY TRANSACTIONS The Company’s President and shareholders have advanced funds to the Company for working capital purposes since the Company’s inception in February 2009. No formal repayment terms or arrangements exist and the Company is not accruing interest on these advances. As of December 31, 2016 and 2015, all advances had been repaid. Accrued expenses related primarily to travel reimbursements due related parties as of December 31, 2016 and 2015 was $15,755 and $12,716, respectively. On March 23, 2015, we issued Mr. Londoner an aggregate of 169,334 shares of common stock in exchange for 200 shares of our Series C 9% Convertible Preferred Stock and accrued dividends. On April 30, 2015, Mr. Chaussy was granted 150,000 shares of common stock at a cost basis of $2.90 per share for his 2013-2015 performance. One half of the shares vested immediately; the second half vests on January 1, 2016 and were subsequently issued on January 6, 2016. On October 19, 2015, we entered into a consulting agreement with Dr. Holzer. Pursuant to the consulting agreement, Dr. Holzer is to provide certain consulting services in connection with the development and commercialization of our products, in exchange for a stock option for the purchase of 100,000 shares of common stock, vesting 50% on the first anniversary of the grant date and the remaining 50% on the second anniversary of the grant date, at an exercise price of $1.56 per share and termination date of October 19, 2025. On October 23, 2015, as part of a private placement transaction of our common stock and warrants, a related party purchased an aggregate of 66,667 shares of common stock and a warrant to purchase 33,334 shares of common stock for an aggregate purchase price of $100,000. On November 18, 2015, as part of a private placement transaction of our common stock and warrants, Donald E. Foley purchased an aggregate of 200,000 shares of common stock and a warrant to purchase 100,000 shares of common stock for an aggregate purchase price of $300,000. On May 4, 2016, Mr. Londoner and Mr. Chaussy were granted 250,000 and 200,000 shares of common stock at a cost basis of $1.93 per share for their 2016 performance, respectively. The granted shares vested immediately. On December 8, 2016, Mr. Londoner and Mr. O’Donnell each were granted 41,500 shares of common stock at a cost basis of $1.36 per share for their 2016 performance. The granted shares vested immediately and were subsequently issued in 2017. On December 8, 2016 Mr. Cash and Mr. Tanaka each were granted 20,875 shares of common stock at a cost basis of $1.36 per share for their 2016 performance. The granted shares vested immediately and were subsequently issued in 2017. On December 8, 2016 Mr. Zeldis and Mr. Weild each were granted options to purchase 50,000 shares of common stock at a cost basis of $1.36 per share for their 2016 performance. The granted options vested as of December 22, 2016 and are exercisable for a ten year term. On December 8, 2016 Mr. Gallagher and Mr. Foley each were granted options to purchase 25,000 shares of common stock at a cost basis of $1.36 per share for their 2016 performance. The granted options vested as of December 22, 2016 and are exercisable for a ten year term. |
NOTE 4 - PROPERTY AND EQUIPMENT
NOTE 4 - PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2016 and 2015 is summarized as follows: 2016 2015 Computer equipment $ 84,704 $ 68,449 Furniture and fixtures 10,117 10,117 Subtotal 94,821 78,566 Less accumulated depreciation (70,633 ) (60,158 ) Property and equipment, net $ 24,188 $ 18,408 Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Depreciation expense was $10,475 and $10,475 for the years ended December 31, 2016 and 2015, respectively. |
NOTE 5 - ACCOUNTS PAYABLE AND A
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at December 31, 2016 and 2015 consist of the following: 2016 2015 Accrued accounting and legal $ 120,464 $ 112,723 Accrued reimbursements 43,116 13,613 Accrued consulting 1,192 15,200 Accrued research and development expenses 181,884 34,179 Accrued office and other 10,202 31,482 Deferred rent 2,912 3,016 Accrued settlement related to arbitration 13,333 13,333 $ 373,103 $ 223,546 |
NOTE 6 - SERIES C 9% CONVERTIBL
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block Supplement [Abstract] | |
Preferred Stock [Text Block] | NOTE 6 – SERIES C 9% CONVERTIBLE PREFERRED STOCK On January 9, 2013, the Board of Directors authorized the issuance of up to 4,200 shares of 9% Series C Convertible Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock is entitled to preference over holders of junior stock upon liquidation in the amount of $1,000 plus any accrued and unpaid dividends; entitled to dividends as a preference to holders of junior stock at a rate of 9% per annum of the stated value of $1,000 per share, payable quarterly beginning on September 30, 2013 and are cumulative. The holders of the Series C Preferred Stock vote together with the holders of our common stock on an as-converted basis, but may not vote the Series C Preferred Stock in excess of the beneficial ownership limitation of the Series C Preferred Stock. The beneficial ownership limitation is 4.99% of our then outstanding shares of common stock following such conversion or exercise, which may be increased to up to 9.99% of our then outstanding shares of common stock following such conversion or exercise upon the request of an individual holder. The beneficial ownership limitation is determined on an individual holder basis, such that the as-converted number of shares of one holder is not included in the shares outstanding when calculating the limitation for a different holder. In addition, absent the approval of holders representing at least 67% of the outstanding shares of the Series C Preferred Stock, we may not (i) increase the number of authorized shares of preferred stock, (ii) amend our charter documents, including the terms of the Series C Preferred Stock, in any manner adverse to the holders of the Series C Preferred Stock, including authorizing or creating any class of stock ranking senior to, or otherwise pari passu with, the shares of Series C Preferred Stock as to dividends, redemption or distribution of assets upon a liquidation, or (iii) perform certain covenants, including: ● incur additional indebtedness; ● permit liens on assets; ● repay, repurchase or otherwise acquire more than a de minimis number of shares of capital stock; ● pay cash dividends to our stockholders; and ● engage in transactions with affiliates. Any holder of Series C Preferred Stock is entitled at any time to convert any whole or partial number of shares of Series C Preferred Stock into shares of our common stock at a price of $1.50 per share. The Series C Preferred Stock is subject to full ratchet anti-dilution price protection upon the issuance of equity or equity-linked securities at an effective common stock purchase price of less than $1.50 per share as well as other customary anti-dilution protection. In the event that: (i) we fail to, or announce our intention not to, deliver common stock share certificates upon conversion of our Series C Preferred Stock prior to the seventh trading day after such shares are required to be delivered, (ii) we fail for any reason to pay in full the amount of cash due pursuant to our failure to deliver common stock share certificates upon conversion of our Series C Preferred Stock within five calendar days after notice therefor is delivered, (iii) we fail to have available a sufficient number of authorized and unreserved shares of common stock to issue upon a conversion of our Series C Preferred Stock, (iv) we fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of our obligations under, the securities purchase agreement, the registration rights agreement, the certificate of designation or the warrants entered into pursuant to the private placement transaction for our Series C Preferred Stock, which failure or breach could have a material adverse effect, and such failure or breach is not cured within 30 calendar days after written notice was delivered, (v) we are party to a change of control transaction, (vi) we file for bankruptcy or a similar arrangement or are adjudicated insolvent, (vii) we are subject to a judgment, including an arbitration award against us, of greater than $100,000, and such judgment remains unvacated, unbonded or unstayed for a period of 45 calendar days, The holders of the Series C Preferred Stock are entitled, among other rights, to redeem their shares of Series C Preferred Stock at any time for greater than their stated value or increase the dividend rate on their shares of Series C Preferred Stock to 18%. The Company determined that certain of the defined triggering events were outside the Company’s control and therefore classified the Series C Preferred Stock outside of equity. In connection with the sale of the Series C preferred stock, the Company issued an aggregate of 1,330,627 warrants to purchase the Company’s common stock at $2.61 per share expiring five years from the initial exercise date. The warrants contain full ratchet anti-dilution price protection upon the issuance of equity or equity-linked securities at an effective common stock purchase price of less than $2.61 per share as well as other customary anti-dilution protection. The warrants are exercisable for cash; or if at any time after six months from the issuance date, there is no effective registration statement registering the resale, or no current prospectus available for the resale, of the shares of common stock underlying the warrants, the warrants may be exercised by means of a “cashless exercise”. As a result of an amendment to the conversion price of our Series C Preferred Stock, the full-ratchet anti-dilution protection provision of the warrants decreased the exercise price of the warrants from $2.61 per share to $1.50 per share and increased the aggregate number of shares issuable under the warrants to 2,315,301. In accordance with ASC 470-20, at issuance, the Company recognized an embedded beneficial conversion feature present in the Series C Preferred Stock when it was issued. The Company allocated the net proceeds between the intrinsic value of the conversion option ($1,303,671) and the warrants ($1,064,739) to additional paid-in capital. The aggregate debt discount, comprised of the relative intrinsic value of the conversion option ($1,303,671), the relative fair value of the warrants ($1,064,739), and the issuance costs ($412,590), for a total of $2,781,000, is amortized over an estimated one year as interest expense. During the month of February 2013, the holders of previously issued convertible bridge notes converted into 600 shares of the Company’s Series C Preferred Stock. During the months of February, March, May, and July 2013, the Company sold an aggregate of 2,181 shares of the Company’s Series C Preferred Stock for net proceeds of $1,814,910. At the time of issuance and until March 31, 2015, the Company determined that the anti-dilutive provisions embedded in the Series C Preferred Stock and related issued warrants did not meet the defined criteria of a derivative in such that the net settlement requirement of delivery of common shares does not meet the “readily convertible to cash” as described in Accounting Standards Codification 815 and therefore bifurcation is not required. There was no established market for the Company’s common stock. As described in Note 7, as of March 31, 2015, the Company determined a market had been established for the Company’s common stock and accordingly, reclassified the fair value of the embedded reset provisions of the Series C Preferred Stock and warrants of $1,242,590 and $4,097,444, respectively, from equity to liabilities. At March 31, 2015, the Company valued the reset provisions of the Series C Preferred Stock and warrants in accordance with ASC 470-20 using the Multinomial Lattice pricing model and the following assumptions: contractual terms of 2.78 to 3.50 years, a risk free interest rate of 0.56% to 0.89%, a dividend yield of 0%, and volatility of 141.00%. During January 2015, the Company issued an aggregate of 42,334 shares of its common stock in exchange for 50 shares of the Company’s Series C Preferred Stock and accrued dividends. During March 2015, the Company issued an aggregate of 169,334 shares of its common stock in exchange for 200 shares of the Company’s Series C Preferred Stock and accrued dividends. In April 2015, the Company issued an aggregate of 152,401 shares of its common stock in exchange for 180 shares of the Company’s Series C Preferred Stock and accrued dividends. On May 11, 2015, the Company sold an aggregate of 450 shares of its Series C Preferred Stock for net proceeds of $450,000. In connection with the sale, the Company issued 374,641 warrants to purchase the Company’s common stock at an exercise price of $1.50 per share for five years with certain reset provisions as described above. The Company determined the initial fair values of the embedded beneficial conversion feature of the Series C Preferred Stock and the reset provisions of the related issued warrants $506,348 and $334,784, respectively, using a Multinomial Lattice pricing model and the following assumptions: estimated contractual terms of 2.00 years, a risk free interest rate of 0.25%, a dividend yield of 0%, and volatility of 140.00%. The determined fair values were recorded as liabilities and a charge to current period operations. In May 2015, the Company issued an aggregate of 273,473 shares of its common stock in exchange for 323 shares of the Company’s Series C Preferred Stock and accrued dividends. In June 2015, the Company issued an aggregate of 296,333 shares of its common stock in exchange for 350 shares of the Company’s Series C Preferred Stock and accrued dividends. In July 2015, the Company issued an aggregate of 169,333 shares of its common stock in exchange for 200 shares of the Company’s Series C Preferred Stock and accrued dividends. In October 2015, the Company issued an aggregate of 143,935 shares of its common stock in exchange for 170 shares of the Company’s Series C Preferred Stock and accrued dividends. In November 2015, the Company issued an aggregate of 99,061 shares of its common stock in exchange for 117 shares of the Company’s Series C Preferred Stock and accrued dividends. In December 2015, the Company issued an aggregate of 84,667 shares of its common stock in exchange for 100 shares of the Company’s Series C Preferred Stock and accrued dividends. In February 2016, the Company issued an aggregate of 54,859 shares of its common stock in exchange for 75 shares of the Company’s Series C Preferred Stock and accrued dividends. In May 2016, the Company issued an aggregate of 197,713 shares of its common stock in exchange for 236 shares of the Company’s Series C Preferred Stock and accrued dividends. In June 2016, the Company issued an aggregate of 54,759 shares of its common stock in exchange for 70 shares of the Company’s Series C Preferred Stock and accrued dividends. In December 2016, the Company issued an aggregate of 18,188 shares of its common stock in exchange for 20 shares of the Company’s Series C Preferred Stock and accrued dividends. For the year ended December 31, 2016, at the time of conversions, the Company reclassified the fair value of the embedded beneficial conversion feature of the Series C Preferred Stock of $103,096 from liability to equity. The fair values were determined using a Multinomial Lattice pricing model and the following assumptions: estimated contractual terms of 2.00 years, a risk free interest rate of 0.23% to 0.59%, a dividend yield of 0%, and volatility of 141% to 160%. Series C Preferred Stock issued and outstanding totaled 1,070 and 1,471 as of December 31, 2016 and 2015, respectively. As of December 31, 2016 and 2015, the Company has accrued $359,891 and $340,291 dividends payable on the Series C Preferred Stock. Registration Rights Agreement In connection with the Company’s private placement of Series C Preferred Stock and warrants, the Company entered into a registration rights agreement with the purchasers pursuant to which the Company agreed to provide certain registration rights with respect to the common stock issuable upon conversion of Series C Preferred Stock and exercise of the warrants issued to holders of Series C Preferred Stock. Specifically, the Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the common stock issuable upon conversion of the Series C Preferred Stock and exercise of the warrants on or before July 22, 2013 and to cause such registration statement to be declared effective by the Securities and Exchange Commission, in the event that the registration statement is not reviewed by the Securities and Exchange Commission, within five trading days after the Company is notified that registration statement is not being reviewed by the Securities and Exchange Commission, and by November 22, 2013 in the event that the registration statement is reviewed by the Securities and Exchange Commission and the Securities and Exchange Commission issues comments. If (i) the registration statement is not filed by July 22, 2013, (ii) the registration statement is not declared effective by the Securities and Exchange Commission within five trading days after the Company is notified that the registration statement is not being reviewed by the Securities and Exchange Commission, in the case of a no review, (iii) the registration statement is not declared effective by the Securities and Exchange Commission by November 22, 2013 in the case of a review by the Securities and Exchange Commission pursuant to which the Securities and Exchange Commission issues comments or (iv) the registration statement ceases to remain continuously effective for more than 20 consecutive calendar days or more than an aggregate of 45 calendar days during any 12-month period after its first effective date, then the Company is subject to liquidated damage payments to the holders of the shares sold in the private placement in an amount equal to 0.25% of the aggregate purchase price paid by such purchasers per month of delinquency. Notwithstanding the foregoing, (i) the maximum aggregate liquidated damages due under the registration rights agreement shall be 3% of the aggregate purchase price paid by the purchasers, and (ii) if any partial amount of liquidated damages remains unpaid for more than seven days, the Company shall pay interest of 18% per annum, accruing daily, on such unpaid amount. Pursuant to the registration rights agreement, the Company must maintain the effectiveness of the registration statement from the effective date until the date on which all securities registered under the registration statement have been sold, or are otherwise able to be sold pursuant to Rule 144 without volume or manner-of-sale restrictions, subject to the right to suspend or defer the use of the registration statement in certain events. The Company filed a registration statement on July 22, 2013, which was originally declared effective on June 23, 2014. As a result, the Company accrued $55,620 as interest expense for liquidating damages due under the registration rights agreement as of December 31, 2014. At December 31, 2015, the Company estimated the liability at $-0- and therefore recorded the change to current period operations. |
NOTE 7 - WARRANT AND DERIVATIVE
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Derivatives and Fair Value [Text Block] | NOTE 7 – WARRANT AND DERIVATIVE LIABILITIES At the time of issuance and until March 31, 2015, the Company determined that the anti-dilutive provisions embedded in the Series C Preferred Stock and related warrants (see Note 6) did not meet the defined criteria of a derivative in such that the net settlement requirement of delivery of common shares does not meet the “readily convertible to cash” as described in Accounting Standards Codification 815 and therefore bifurcation was not required. There was no established market for the Company’s common stock. As of March 31, 2015, the Company determined a market had been established for the Company’s common stock and accordingly, reclassified from equity to liability treatment the fair value of the embedded reset provisions of the Series C Preferred Stock and warrants of $1,242,590 and $4,097,444, respectively. The Company valued the reset provisions of the Series C Preferred Stock and warrants in accordance with ASC 470-20 using the Multinomial Lattice pricing model and the following assumptions: estimated contractual terms, a risk free interest rate of 0.56% to 0.89, a dividend yield of 0%, and volatility of 141.00%. At December 31, 2016, the Company marked to market the fair value of the reset provisions of the Series C Preferred Stock and warrants and determined fair values of $288,934 and $1,937,234, respectively. The Company recorded a loss from change in fair value of derivatives of $422,908 for year ended December 31, 2016. The fair values of the embedded derivatives were determined using the Multinomial Lattice pricing model and the following assumptions: estimated contractual term of 1.43 to 3.36 years, a risk free interest rate of 0.59% to 1.47%, a dividend yield of 0%, and volatility of 161% |
NOTE 8 - STOCKHOLDER EQUITY
NOTE 8 - STOCKHOLDER EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 – STOCKHOLDER EQUITY Preferred stock The Company is authorized to issue 1,000,000 shares of $0.001 par value preferred stock. As of December 31, 2016 and 2015, the Company has authorized 200 shares of Series A preferred stock, 600 shares of Series B preferred stock and 4,200 shares of Series C Preferred Stock. As of December 31, 2016 and 2015, there were no outstanding shares of Series A and Series B preferred stock. During January 2015, the Company issued an aggregate of 42,334 shares of its common stock in exchange for 50 shares of the Company’s Series C Preferred Stock and accrued dividends. During March 2015, the Company issued an aggregate of 169,334 shares of its common stock in exchange for 200 shares of the Company’s Series C Preferred Stock and accrued dividends. In April 2015, the Company issued an aggregate of 152,401 shares of its common stock in exchange for 180 shares of the Company’s Series C Preferred Stock and accrued dividends. On May 11, 2015, the Company sold an aggregate of 450 shares of its Series C Preferred Stock for net proceeds of $450,000. In connection with the sale, the Company issued 374,641 warrants to purchase the Company’s common stock at an exercise price of $1.50 per share for five years. In May 2015, the Company issued an aggregate of 273,473 shares of its common stock in exchange for 323 shares of the Company’s Series C Preferred Stock and accrued dividends. In June 2015, the Company issued an aggregate of 296,333 shares of its common stock in exchange for 350 shares of the Company’s Series C Preferred Stock and accrued dividends. In July 2015, the Company issued an aggregate of 169,333 shares of its common stock in exchange for 200 shares of the Company’s Series C Preferred Stock and accrued dividends. In October 2015, the Company issued an aggregate of 143,935 shares of its common stock in exchange for 170 shares of the Company’s Series C Preferred Stock and accrued dividends. In November 2015, the Company issued an aggregate of 99,061 shares of its common stock in exchange for 117 shares of the Company’s Series C Preferred Stock and accrued dividends. In December 2015, the Company issued an aggregate of 84,667 shares of its common stock in exchange for 100 shares of the Company’s Series C Preferred Stock and accrued dividends. Cumulatively from January 1, 2015 to December 31, 2015, the Company exchanged 1,690 shares of the Company’s Series C Preferred Stock and dividends with a recorded value of $2,146,302 for 1,430,871 shares of common stock. In February 2016, the Company issued 54,859 shares of its common stock in exchange for 75 shares of the Company’s Series C Preferred Stock and accrued dividends. In May 2016, the Company issued an aggregate of 197,713 shares of its common stock in exchange for 236 shares of the Company’s Series C Preferred Stock and accrued dividends. In June 2016, the Company issued an aggregate of 54,759 shares of its common stock in exchange for 70 shares of the Company’s Series C Preferred Stock and accrued dividends. In December 2016, the Company issued an aggregate of 18,188 shares of its common stock in exchange for 20 shares of the Company’s Series C Preferred Stock and accrued dividends. Cumulatively from January 1, 2016 to December 31, 2016, the Company exchanged 401 shares of the Company’s Series C Preferred Stock and dividends with a recorded value of $491,423 for 325,519 shares of common stock. As of December 31, 2016 and 2015, the Company has 1,070 and 1,471 Series C Preferred Stock issued and outstanding. Common stock On November 18, 2016 at the Special Meeting, the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 200,000,000 shares (the “ Certificate Amendment As of December 31, 2016 and 2015, the Company had 22,588,184 and 16,825,703 shares issued and outstanding, respectively. During the year ended December 31, 2015, the Company issued an aggregate of 1,452,500 shares of common stock under the terms of its 2012 Equity Plan for services rendered totaling $3,341,752 ($2.30 average per share). During the year ended December 31, 2015, the Company issued 10,000 shares of common stock in exchange for options exercised at $2.09 per share. During the year ended December 31, 2015, the Company issued an aggregate of 8,082 shares of common stock in exchange for warrants exercised at an average price of $3.09 per share. During the year ended December 31, 2015, the Company issued 99,552 shares of common stock in exchange for 156,102 warrants exercised on a cashless basis. During the year ended December 31, 2015, the Company entered into securities purchase agreements with investors pursuant to which the Company issued 2,645,432 shares of common stock and warrants for aggregate proceeds of $4,759,798, net of $608,356 in expenses. During the year ended December 31, 2016, the Company issued an aggregate of 790,000 shares of common stock under the terms of its 2012 Equity Plan for services rendered totaling $1,419,200 ($1.80 average per share). During the year ended December 31, 2016, the Company issued an aggregate of 545,000 shares of common stock for services rendered totaling $1,051,850 ($1.93 average per share). During the year ended December 31, 2016, the Company entered into securities purchase agreements with investors pursuant to which the Company issued 3,798,417 shares of common stock and 2,049,504 warrants for aggregate proceeds of $5,226,368, net of $490,543 in expenses. During the year ended December 31, 2016, the Company issued 220,000 shares of common stock as vested previously issued restricted stock units During the year ended December 31, 2016, the Company issued 83,545 shares of its common stock in exchange for 100,000 common stock options previously issued in May 2016 under the terms of its 2012 Equity Plan. The equality of the fair value was determined using the Black Scholes option pricing model with the following assumptions: dividend yield: 0%; volatility: 122.82%; risk free rate: 1.08%, term: 5 years and fair value of the Company’s common stock: $1.84. At December 31, 2016, the Company was obligated, but had not issued, 124,750 shares of common stock for Board of Director compensation approved in December 2016. The Company accrued $168,288 compensation relating to the obligation as stock based compensation (at $1.36 average per share). In connection with the securities purchase agreements described above, the Company entered into registration rights agreements with the purchasers in such private placements pursuant to which the Company agreed to provide certain registration rights with respect to the common stock issued to the investors participating in such private placements and the common stock issuable upon exercise of the related warrants issued such investors. Specifically, the Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issued pursuant to the private placement and issuable upon the exercise of the warrants within 45 days of the termination date of such private placement and to cause such registration statement to be declared effective by the Securities and Exchange Commission, in the event that the registration statement is not reviewed by the Securities and Exchange Commission, within 30 calendar days after the Company is notified that registration statement is not being reviewed by the Securities and Exchange Commission, and within 180 calendar days of the initial filing date of the registration statement in the event that the registration statement is reviewed by the Securities and Exchange Commission and the Securities and Exchange Commission issues comments. If (i) the registration statement is not filed within 45 days of the applicable termination date, (ii) the registration statement is not declared effective by the Securities and Exchange Commission within 30 calendar days after the Company is notified that registration statement is not being reviewed by the Securities and Exchange Commission, in the case of a no review, (iii) the registration statement is not declared effective by the Securities and Exchange Commission within 180 calendar days of the initial filing date of the registration statement in the case of a review by the Securities and Exchange Commission pursuant to which the Securities and Exchange Commission issues comments or (iv) the registration statement ceases to remain continuously effective for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month period after its first effective date, then the Company is subject to liquidated damage payments to the holders of the shares sold in the private placement in an amount equal to 1.0% of the aggregate purchase price paid by such purchasers per month of delinquency, provided, however, that the Company will not be required to make any payments any of the foregoing events occurred at such time that all securities registered or to be registered in the registration statement are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended and provided, further, that the Company will not be required to make any liquidated damage payments with respect to any securities registered or to be registered in the registration statement that the Company is unable to register due to limits imposed by the Securities and Exchange Commission’s interpretation of Rule 415 under the Securities Act of 1933, as amended. Notwithstanding the foregoing, (i) the maximum aggregate liquidated damages due under the registration rights agreements dated December 31, 2013, April 4, 2014 and August 15, 2014 shall be 3% of the aggregate purchase price paid by the purchasers, (ii) the maximum aggregate liquidated damages due under the registration rights agreement dated December 19, 2014 shall be 6% of the aggregate purchase price paid by the purchasers and (iii) if any partial amount of liquidated damages remains unpaid for more than seven days, the Company shall pay interest of 18% per annum, accruing daily, on such unpaid amount. Pursuant to the registration rights agreements, the Company must maintain the effectiveness of the registration statement from the effective date until the date on which all securities registered under the registration statement have been sold, or are otherwise able to be sold pursuant to Rule 144 without volume or manner-of-sale restrictions, subject to the right to suspend or defer the use of the registration statement in certain events. The Company filed a registration statement on August 2, 2016, which was declared effective on August 8, 2016 to satisfy the requirements under the registration rights agreements with the purchasers of its common stock and warrants prior to June 30, 2016. Beginning on October 23, 2015, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold to the investors units, which each unit consisting of one share of the Company’s common stock and a warrant to purchase one half of one share of common stock (the “ Private Placement |
NOTE 9 - OPTIONS, RESTRICTED ST
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block Supplement [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | NOTE 9 – OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS Options On October 19, 2012, the Company’s Board of Directors approved the 2012 Equity Incentive Plan (“the “Plan) and terminated the Long-Term Incentive Plan (the “2011 Plan”). The Plan provides for the issuance of options to purchase up to 15,186,123 (as amended) shares of the Company’s common stock to officers, directors, employees and consultants of the Company (as amended). Under the terms of the Plan the Company may issue Incentive Stock Options as defined by the Internal Revenue Code to employees of the Company only and nonstatutory options. The Board of Directors of the Company or a committee thereof administers the Plan and determines the exercise price, vesting and expiration period of the grants under the Plan. However, the exercise price of an Incentive Stock Option should not be less than 110% of fair value of the common stock at the date of the grant for a 10% or more stockholder and 100% of fair value for a grantee who is not 10% stockholder. The fair value of the common stock is determined based on the quoted market price or in absence of such quoted market price, by the administrator in good faith. Additionally, the vesting period of the grants under the Plan will be determined by the administrator, in its sole discretion, with an expiration period of not more than ten years. The Company reserved 227,388 shares of its common stock for future issuance under the terms of the Plan. During the year ended December 31, 2015, the Company granted an aggregate of 1,800,000 options and 1,452,500 stock grants (net of shares exchanged) to officers, directors and key consultants. During the year ended December 31, 2016, the Company granted an aggregate of 750,000, net of 100,000 canceled, options to officers, directors and key consultants. During the year ended December 31, 2016, the Company granted an aggregate of 723,545 stock grants to officers, employees and key consultants under the plan. See Note 8. The following table presents information related to stock options at December 31, 2016: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 1.01-2.00 2,294,642 6.8 1,810,976 2.01-3.00 5,650,548 5.3 4,917,663 3.01-4.00 300,000 8.3 300,000 8,245,190 5.8 7,028,639 A summary of the stock option activity and related information for the 2012 Plan for the years ended December 31, 2016 and 2015 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at January 1, 2015 5,990,190 $ 2.25 6.7 $ 3,267,692 Grants 1,800,000 2.70 8.9 $ - Exercised (10,000 ) 2.09 - - Canceled - - Outstanding at December 31, 2015 7,780,190 $ 2.30 6.4 $ - Grants 905,000 1.71 10.0 $ - Exercised - Canceled (440,000 ) $ 2.24 Outstanding at December 31, 2016 8,245,190 $ 2.24 5.8 $ - Exercisable at December 31, 2016 7,028,639 $ 2.28 5.5 $ - The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $1.29 as of December 31, 2016, which would have been received by the option holders had those option holders exercised their options as of that date. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The fair value of stock-based payment awards during the years ended December 31, 2016 and 2015 was estimated using the Black-Scholes pricing model. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. During the year ended December 31, 2015, the Company granted an aggregate of 1,800,000 options to purchase the Company’s common stock in connection with the services rendered at exercise prices from $1.56 to $3.99 per share for a term of seven years. Vesting is as follows: 737,500 Exercisable immediately 155,000 Per quarter, over one year 250,000 Per quarter, over three years 225,000 One year anniversary 300,000 1/12 per month beginning first month anniversary 100,000 50% one year anniversary, 50% two year anniversary 32,500 Performance contingent 1,800,000 The fair value of the granted options for the year ended December 31, 2015 was determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: -0- % Volatility 118.56% to 130.30 % Risk free rate: 1.19% to 2.37 % Expected life: 7 to 10 years Estimated fair value of the Company’s common stock $ 1.42 to $3.99 Estimated forfeiture rate 0 % On April 22, 2015, the Company issued 10,000 shares of common stock in exchange for options exercised at $2.09 per share. On May 18, 2016, the Company granted an aggregate of 685,000 options to purchase the Company stock in connection with the services rendered at the exercise price of $1.84 per share for a term of ten years, vesting immediately. In September 2016, the Company issued 83,545 shares of its common stock in exchange for 100,000 common stock options previously issued in May 2016 under the terms of its 2012 Equity Plan. The equality of the fair value was determined using the Black Scholes option pricing model with the following assumptions: dividend yield: 0%; volatility: 122.82%; risk free rate: 1.08%, term: 5 years and fair value of the Company’s common stock: $1.84. On August 24, 2016, the Company granted 65,000 options to purchase the Company stock in connection with the services rendered at the exercise price of $1.33 per share for a term of ten years with 12,500 vesting immediately; 37,500 vesting quarterly beginning September 14, 2016 through December 14, 2017 and 15,000 performance contingent. On December 22, 2016, the Company granted an aggregate of 150,000 options to purchase the Company stock in connection with the services rendered at the exercise price of $1.36 per share for a term of ten years with vesting immediately. On December 29, 2016, the Company granted 5,000 options to purchase the Company stock in connection with the services rendered at the exercise price of $1.35 per share for a term of ten years with vesting immediately. The following assumptions were used in determining the fair value of employee and vesting non-employee options during the year ended December 31, 2016: Risk-free interest rate 1.08% - 2.04 % Dividend yield 0 % Stock price volatility 109.3% to 122.82 % Expected life 5 – 10 years Weighted average grant date fair value $ 1.47 The fair value of all options vesting during the year ended December 31, 2016 and 2015 of $2,801,948 and $4,471,603, respectively, was charged to current period operations. Unrecognized compensation expense of $310,817 and $1,782,575 at December 31, 2016 and 2015, respectively, will be expensed in future periods. Restricted Stock The following table summarizes the restricted stock activity for the two years ended December 31, 2016: Restricted shares issued as of January 1, 2015 - Granted 175,000 Total restricted shares issued as of December 31, 2015 175,000 Granted 180,000 Vested (220,000 ) Vested restricted shares as of December 31, 2016 - Unvested restricted shares as of December 31, 2016 135,000 On September 7, 2016, the Company granted 180,000 restricted stock units (“RSU”) to a consultant vesting monthly over one year beginning October 7, 2016. Stock based compensation expense related to restricted stock grants was $213,174 and $338,614 for the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, the stock-based compensation relating to restricted stock of $75,861 remain unamortized and is expected to be amortized over the remaining period of approximately 9 months. Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at December 31, 2016: Exercise Number Expiration Price Outstanding Date $ 0.001 383,320 January 2020 $ 1.50 4,967,971 February 2018 to May 2020 $ 1.84 35,076 January 2020 $ 1.95 1,689,026 October 2018 to September 2019 $ 2.00 100,000 August 2018 $ 2.02 30,755 January 2020 $ 2.10 38,572 June 2019 $ 2.50 100,000 August 2018 $ 2.75 228,720 August 2019 to September 2019 $ 3.67 214,193 December 2018 to January 2019 $ 3.75 1,340,556 April 2019 to March 2020 9,128,189 On January 23, 2015, the Company issued an aggregate of 428,400 and 321,300 warrants to purchase the Company’s common stock at $2.50 and $3.75 per share, respectively, expiring on July 31, 2015 and March 31, 2020, respectively, in connection with the sale of the Company’s common stock. On February 10, 2015, the Company issued an aggregate of 337,000 and 252,750 warrants to purchase the Company’s common stock at $2.50 and $3.75 per share, respectively, expiring on July 31, 2015 and March 31, 2020, respectively, in connection with the sale of the Company’s common stock. On February 27, 2015, the Company issued an aggregate of 223,000 and 167,250 warrants to purchase the Company’s common stock at $2.50 and $3.75 per share, respectively, expiring on July 31, 2015 and March 31, 2020, respectively, in connection with the sale of the Company’s common stock. On March 31, 2015, the Company issued an aggregate of 410,360 and 307,770 warrants to purchase the Company’s common stock at $2.50 and $3.75 per share, respectively, expiring on July 31, 2015 and March 31, 2020, respectively, in connection with the sale of the Company’s common stock. On April 15, 2015, the Company issued 99,552 shares of common stock in exchange for 156,102 warrants exercised on a cashless basis. On May 5, 2015, the Company issued 4,082 shares of common stock in exchange for 4,082 warrants exercised at $3.67 per share. On May 8, 2015, the Company issued 4,000 shares of common stock in exchange for 4,000 warrants exercised at $2.50 per share. On May 11, 2015, the Company issued an aggregate of 374,641 warrants to purchase the Company’s common stock at $1.50 per share expiring on May 11, 2020 in connection with the sale of the Company’s Series C Preferred stock. On August 17, 2015, the Company issued 100,000 and 100,000 warrants to purchase the Company’s common stock at $2.00 and 2.50 per share, respectively, expiring on August 17, 2018 in connection with services provided. Both warrants vest at 1/12 per month over one year. The fair value of the vested portion of the issued warrants of $104,505 was charged to current period operations and was determined using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities of 118.80% to 118.88%, risk free rate of 0.92% to 1.31%, dividend yield of -0- and fair value of the Company’s common stock of $1.30 to $1.40. As of December 31, 2015, unrecognized compensation expense was $46,993. On October 23, 2015, the Company issued an aggregate of 108,336 warrants to purchase the Company’s common stock at $1.95, expiring on October 23, 2018, in connection with the sale of the Company’s common stock. In addition, the Company issued 11,334 warrants to purchase the Company’s common stock at $1.50, expiring October 23, 2018 for placement agent services. On October 29, 2015, the Company issued an aggregate of 43,334 warrants to purchase the Company’s common stock at $1.95, expiring on October 29, 2018, in connection with the sale of the Company’s common stock. In addition, the Company issued 6,134 warrants to purchase the Company’s common stock at $1.50, expiring October 29, 2018 for placement agent services. On November 18, 2015, the Company issued an aggregate of 188,335 warrants to purchase the Company’s common stock at $1.95, expiring on November 18, 2018, in connection with the sale of the Company’s common stock. In addition, the Company issued 25,200 warrants to purchase the Company’s common stock at $1.50, expiring November 18, 2018 for placement agent services. On December 18, 2015, the Company issued an aggregate of 116,668 warrants to purchase the Company’s common stock at $1.95, expiring on December 18, 2018, in connection with the sale of the Company’s common stock. In addition, the Company issued 20,000 warrants to purchase the Company’s common stock at $1.50, expiring December 18, 2018 for placement agent services. On December 22, 2015, the Company issued an aggregate of 166,667 warrants to purchase the Company’s common stock at $1.95, expiring on December 22, 2018, in connection with the sale of the Company’s common stock. In addition, the Company issued 20,000 warrants to purchase the Company’s common stock at $1.50, expiring December 22, 2018 for placement agent services. On February 9, 2016, the Company issued 25,000 warrants to purchase the Company’s common stock at $1.95 per share, expiring on February 9, 2019, in connection with the sale of the Company’s common stock. In addition, the Company issued 6,000 warrants to purchase the Company’s common stock at $1.50 per share, expiring February 9, 2019 for placement agent services. On March 9, 2016, the Company issued an aggregate of 100,000 warrants to purchase the Company’s common stock at $1.95 per share, expiring on March 9, 2019, in connection with the sale of the Company’s common stock. In addition, the Company issued 12,000 warrants to purchase the Company’s common stock at $1.50 per share, expiring March 9, 2019 for placement agent services. On April 1, 2016, the Company issued an aggregate of 100,327 warrants to purchase the Company’s common stock at $1.95 per share, expiring on April 1, 2019, in connection with the sale of the Company’s common stock. In addition, the Company issued 18,040 warrants to purchase the Company’s common stock at $1.50 per share, expiring April 1, 2019 for placement agent services. On April 19, 2016, the Company issued an aggregate of 84,980 warrants to purchase the Company’s common stock at $1.95 per share, expiring on April 19, 2019, in connection with the sale of the Company’s common stock. In addition, the Company issued 17,996 warrants to purchase the Company’s common stock at $1.50 per share, expiring April 19, 2019 for placement agent services. On April 29, 2016, the Company issued an aggregate of 567,866 warrants to purchase the Company’s common stock at $1.95 per share, expiring on April 29, 2019, in connection with the sale of the Company’s common stock. In addition, the Company issued an aggregate of 96,256 warrants to purchase the Company’s common stock at $1.50 per share, expiring between October 23, 2018 through April 29, 2019 for placement agent services. On June 1, 2016, the Company issued an aggregate of 38,572 warrants to purchase the Company’s common stock at $2.10 per share, expiring on June 1, 2019, in connection with the sale of the Company’s common stock. On August 30, 2016, the Company issued an aggregate of 152,513 warrants to purchase the Company’s common stock at $1.95 per share, expiring on August 30, 2019, in connection with the sale of the Company’s common stock. On September 19, 2016, the Company issued an aggregate of 35,000 warrants to purchase the Company’s common stock at $1.95 per share, expiring on September 19, 2019, in connection with the sale of the Company’s common stock. On October 28, 2016, the Company issued an aggregate of 173,284 warrants to purchase the Company’s common stock at $1.50 per share, expiring on October 28, 2019, in connection with the sale of the Company’s common stock. On November 23, 2016, the Company issued an aggregate of 50,002 warrants to purchase the Company’s common stock at $1.50 per share, expiring on November 23, 2019, in connection with the sale of the Company’s common stock On December 16, 2016, the Company issued an aggregate of 456,668 warrants to purchase the Company’s common stock at $1.50 per share, expiring on December 16, 2019, in connection with the sale of the Company’s common stock On December 22, 2016, the Company issued an aggregate of 115,000 warrants to purchase the Company’s common stock at $1.50 per share, expiring on December 22, 2019, in connection with the sale of the Company’s common stock Stock based compensation related to warrants issued for services was $56,931 and $104,505 for the years ended December 31, 2016 and 2015, respectively. A summary of the warrant activity for the years ended December 31, 2016 and 2015 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at January 1, 2015 5,113,990 $ 1.71 3.6 6,041,436 Grants 3,728,479 $ 2.62 2.3 - Exercised (164,184 ) $ 1.58 - - Canceled (1,599,600 ) $ 2.50 - - Outstanding at December 31, 2015 7,078,685 $ 2.02 3.0 $ 497,933 Grants 2,049,504 1.74 2.5 - Exercised - Canceled - Outstanding at December 31, 2016 9,128,189 $ 1.96 2.1 $ 494,099 Vested and expected to vest at December 31, 2016 9,128,189 $ 1.96 2.1 $ 494,099 Exercisable at December 31, 2016 9,128,189 $ 1.96 2.1 $ 494,099 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price of $1.29 as of December 31, 2016, which would have been received by the warrant holders had those warrant holders exercised their warrants as of that date. |
NOTE 10 - FAIR VALUE MEASUREMEN
NOTE 10 - FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 10 – FAIR VALUE MEASUREMENT The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements. The carrying value of the Company’s cash and cash equivalents, accounts payable and other current assets and liabilities approximate fair value because of their short-term maturity. As of December 31, 2016 and 2015, the Company did not have any items that would be classified as level 1 or 2 disclosures. The Company recognizes its derivative and warrant liabilities as level 3 and values its derivatives using the methods discussed in Note 7. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Note 5 are that of volatility and market price of the underlying common stock of the Company. As of December 31, 2016 and 2015, the Company did not have any derivative instruments that were designated as hedges. The derivative and warrant liability as of December 31, 2016, in the amount of $288,934 and $1,937,234, respectively, has a level 3 classification. The following table provides a summary of changes in fair value of the Company’s level 3 financial liabilities as of December 31, 2016: Warrant Liability Derivative Balance, December 31, 2014 (and prior) $ - $ - Total (gains) losses Initial fair value of derivative at March 31, 2015, reclassified from equity - 1,242,590 Initial fair value of warrant liability at March 31, 2015, reclassified from equity 4,097,444 - Initial fair value of derivative at date of issuance of Series C Preferred Stock - 250,540 Initial fair value of warrant liability at the date of issuance 334,784 - Transfers out due to conversion of Series C Preferred Stock - (639,467 ) Transfers out due to exercise of warrants (265,955 ) - Mark to market to December 31, 2015 (2,545,074 ) (568,506 ) Balance, December 31, 2015 1,621,199 285,157 Transfers out due to conversion of Series C Preferred Stock - (103,096 ) Mark to market to December 31, 2016 316,035 106,873 Balance, December 31, 2016 $ 1,937,234 $ 288,934 Loss on change in warrant and derivative liabilities for the year ended December 31, 2016 $ (316,035 ) $ (106,873 ) Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price decreases for each of the related derivative instruments, the value to the holder of the instrument generally decreases, therefore decreasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. |
NOTE 11 - COMMITMENTS AND CONTI
NOTE 11 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 – COMMITMENTS AND CONTINGENCIES Operating leases On April 15, 2015, the Company entered into a lease amendment agreement, whereby the Company agreed to extend the lease for office space in Los Angeles, California, commencing September 1, 2015 and expiring on August 31, 2017. In connection with the lease, the Company is obligated to lease parking spaces at an aggregate approximate cost of $978 per month. In April 2015, the Company entered into a lease for approximately 1,741 square feet of office space in Golden Valley Minnesota, whereby the Company agreed to lease premises, commencing May 1, 2015 and expiring on May 31, 2018. In connection therewith, the Company paid a security deposit of $2,712. Future minimum lease payments under these three agreements are as follows: Year Ending December 31, 2017 96,024 2018 13,783 $ 109,807 Rent expense charged to operations, which differs from rent paid due to rent credits and to increasing amounts of base rent, is calculated by allocating total rental payments on a straight-line basis over the term of the lease. During the years ended December 31, 2016 and 2015, rent expense was $128,556 and $165,514, respectively and as of December 31, 2016 and 2015, net deferred rent payable was $2,912 and $3,016, respectively. Included in rent expense for the year ended December 31, 2015, was incurred temporary monthly rental expenses. Employment agreements On July 14, 2014, the Company’s Board Of Directors (the “Board”) increased the size of the Board to eight members and appointed Gregory D. Cash and Patrick J. Gallagher as members of the Board, effective as of July 15, 2014, to serve for a term expiring at the Company’s 2015 annual meeting of stockholders. In addition, the Board appointed Mr. Cash to serve as the Company’s president and chief executive officer. In connection with the appointment of Mr. Cash, on July 15, 2014 (the “Effective Date”), the Company entered into an employment agreement with Mr. Cash (the “Employment Agreement”). The Employment Agreement has an initial term of three years that expires on July 15, 2017. Under the Employment Agreement, Mr. Cash is entitled to an annual base salary of $275,000. Upon the Company closing an equity or equity-linked financing with proceeds to the Company of at least $3.5 million (a “Qualified Financing”), Mr. Cash’s annual base salary will automatically increase to $325,000 and he will receive (i) a one-time payment equal to the difference between the amount he would have earned if his base salary was $325,000 and the amount he actually earned at his base salary of $275,000 for the time period from the Effective Date until the closing of such Qualified Financing and (ii) a one-time cash bonus of $30,000. If the Company does not complete a Qualified Financing within six months after the Effective Date, Mr. Cash’s annual base salary will nonetheless increase to $325,000 and he will receive the same one-time payment unless the Company reasonably determines that the failure to complete such Qualified Financing was within the reasonable control of Mr. Cash. Mr. Cash is also eligible to receive an annual bonus equal to at least 50% of the sum of his base salary and one-time payment, based on the achievement of reasonable performance criteria to be determined by the Board in consultation with Mr. Cash within 90 days of the Effective Date. In accordance with the Employment Agreement, on July 15, 2014, the Company granted Mr. Cash an incentive stock option to purchase 1,265,769 shares of the Company’s common stock, made pursuant to an Incentive Stock Option Agreement. The option has an exercise price of $2.21, which was the fair market value of the Company’s common stock on the date of grant, and a term that expires ten years from the date of grant. The option will vest as follows (i) 542,473 shares of common stock will vest in eleven equal installments of 45,206 shares of common stock and one final installment of 45,207 shares of common stock on a quarterly basis with the first installment vesting on the Effective Date and subsequent installments vesting every three months thereafter; (ii) 180,824 shares of common stock will vest immediately upon completion of a Qualified Financing; (iii) 180,824 shares of common stock will vest upon the listing of the Company’s common stock on a recognized U.S. national securities exchange (i.e., NYSE, MKT LLC, The Nasdaq Stock Market LLC or the New York Stock Exchange); (iv) 180,824 shares of common stock will vest upon the 510(k) clearance or any other type of clearance deemed necessary by the U.S. Food and Drug Administration of the Company’s PURE (Precise Uninterrupted Real-time evaluations of Electrograms) EP technology platform; and (v) 180,824 shares of common stock will vest upon the Company achieving a market capitalization of $150,000,000 and maintaining such market capitalization for at least 90 consecutive calendar days. Litigation The Company is subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. There was no outstanding litigation as of December 31, 2016. |
NOTE 12 - INCOME TAXES
NOTE 12 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 12 – INCOME TAXES At December 31, 2016, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $16,400,000, expiring in the year 2036, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to possible significant changes in the Company’s ownership, the future use of its existing net operating losses may be limited. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits. During the year ended December 31, 2016, the Company has increased the valuation allowance from $3,700,000 to $5,500,000.We have adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax position that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain. The Company is required to file income tax returns in the U.S. Federal various State jurisdictions. The Company is no longer subject to income tax examinations by tax authorities for tax years ending before December 31, 2012. The effective rate differs from the statutory rate of 34% for due to the following: 2016 2015 Statutory rate on pre-tax book loss (34.00 )% (34.00 )% Gain on change in fair value of derivatives 1.24 % (11.5 )% Stock based compensation 17.6 % 28.6 % Other 0.09 % 2.1 % Valuation allowance 15.07 % 14.8 % 0.00 % 0.00 % The Company’s deferred taxes as of December 31, 2016 and 2015 consist of the following: 2016 2015 Non-Current deferred tax asset: Net operating loss carry-forwards $ 5,500,000 $ 3,700,000 Valuation allowance (5,500,000 ) (3,700,000 ) Net non-current deferred tax asset $ - $ - |
NOTE 13 - SUBSEQUENT EVENTS
NOTE 13 - SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 13 – SUBSEQUENT EVENTS On February 10, 2017 and March 10, 2017, the Company entered into a unit purchase agreement with certain accredited investors, pursuant to which the Company issued and sold in two closings an aggregate of 995,571 units, which consisted of, in the aggregate, On January 25, 2017, the Company approved an Amendment Agreement to the certain Unit Purchase Agreement dated May 26, 2016 whereas under the Original Agreement the Company issued each of the purchasers Units at a price of $1.75 per unit, with each original Unit consisting of (i) one share of Common Stock, and (ii) an Investor Warrant to purchase one-half of one share of Common Stock at an exercise price of $2.10 per share of Common; the Amendment Agreement reduced the Original Price Per Unit to $1.50 and the exercise price of the Original Warrants to $1.50 per share. On February 10, 2017, the Company issued an additional 12,858 shares of common stock and 6,429 warrants to purchase common stock pursuant to the Amendment Agreement. On January 25, 2017, the Company granted 75,000 shares of common stock and an aggregate of 130,000 options for compensation to key consultants outside the 2012 Equity Plan at a cost (or exercise price) of $1.55 per share. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Business and organization BioSig Technologies Inc. (the “Company”) was initially incorporated on February 24, 2009 under the laws of the State of Nevada and subsequently re-incorporated in the state of Delaware in 2011. The Company and its efforts are principally devoted to improving the quality of cardiac recordings obtained during ablation of atrial fibrillation (AF) and ventricular tachycardia (VT). The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, fair values relating to warrant and other derivative liabilities and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. At December 31, 2016 and 2015, deposits in excess of FDIC limits were $805,895 and $703,234, respectively. |
Prepaid Expenses Policy [Policy Text Block] | Prepaid Expenses Prepaid expenses are comprised of vendor deposits of $100,000 (2016), prepaid insurance and operating expense prepayments. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company follows Accounting Standards Codification 360-10-15-3, “Impairment or Disposal of Long-lived Assets,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Derivatives, Policy [Policy Text Block] | Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2015 and 2014, the Company did not have any derivative instruments that were designated as hedges. At December 31, 2016 and 2015, the Company had outstanding preferred stock and warrants that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. (See Note 6 and Note 7). |
Research and Development Expense, Policy [Policy Text Block] | Research and development costs The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $2,654,501 and $1,506,989 for the year ended December 31, 2016 and 2015, respectively. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. |
Earnings Per Share, Policy [Policy Text Block] | Net Income (loss) Per Common Share The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share as of December 31, 2016 and 2015 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: 2016 2015 Series C convertible preferred stock 713,333 980,667 Options to purchase common stock 8,245,190 7,780,190 Warrants to purchase common stock 9,128,189 7,078,685 Totals 18,086,712 15,839,542 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of December 31, 2016, there were outstanding stock options to purchase 8,245,190 shares of common stock, 7,028,639 shares of which were vested. As of December 31, 2015, the Company had 7,780,190 options outstanding to purchase shares of common stock, of which 5,613,501 were vested. |
Registration Rights Policy [Policy Text Block] | Registration Rights The Company accounts for registration rights agreements in accordance with the Accounting Standards Codification subtopic 825-20, Registration Payment Arraignments (“ASC 825-20”). Under ASC 825-20, the Company is required to disclose the nature and terms of the arraignment, the maximum potential amount and to assess each reporting period the probable liability under these arraignments and, if exists, to record or adjust the liability to current period operations. On June 23, 2014, the Company filed Form S-1/A became effective with the Securities and Exchange Commission. As such, the Company determined that payments were due under its registration rights agreement and therefore accrued $55,620 as interest expense during the year ended December 31, 2014 for the liability under the registration rights agreements. During the year ended December 31, 2015, the Company estimated the liability at $-0- and therefore recorded the change to current period operations. Beginning on May 16, 2016, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold to the investors units, which each unit consisting of one share of the Company’s common stock and a warrant to purchase one half of one share of common stock (the “ Private Placement |
Reclassification, Policy [Policy Text Block] | Reclassification Certain reclassifications have been made to prior periods’ data to conform with the current year’s presentation. These reclassifications had no effect on reported income or losses. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern, which is included in Accounting Standards Codification (ASC) 205, Presentation of Financial Statements The FASB issued ASU 2016-02, Leases (Topic 842) The FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” In November 2016, the FASB issued ASU No. 2016-18, S tatement of Cash Flows (Topic 230): Restricted Cash In April 2015, the FASB issued ASU No. 2015-03(ASU 2015-03), Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
NOTE 1 - SUMMARY OF SIGNIFICA22
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: 2016 2015 Series C convertible preferred stock 713,333 980,667 Options to purchase common stock 8,245,190 7,780,190 Warrants to purchase common stock 9,128,189 7,078,685 Totals 18,086,712 15,839,542 |
NOTE 4 - PROPERTY AND EQUIPME23
NOTE 4 - PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment as of December 31, 2016 and 2015 is summarized as follows: 2016 2015 Computer equipment $ 84,704 $ 68,449 Furniture and fixtures 10,117 10,117 Subtotal 94,821 78,566 Less accumulated depreciation (70,633 ) (60,158 ) Property and equipment, net $ 24,188 $ 18,408 |
NOTE 5 - ACCOUNTS PAYABLE AND24
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued expenses at December 31, 2016 and 2015 consist of the following: 2016 2015 Accrued accounting and legal $ 120,464 $ 112,723 Accrued reimbursements 43,116 13,613 Accrued consulting 1,192 15,200 Accrued research and development expenses 181,884 34,179 Accrued office and other 10,202 31,482 Deferred rent 2,912 3,016 Accrued settlement related to arbitration 13,333 13,333 $ 373,103 $ 223,546 |
NOTE 9 - OPTIONS, RESTRICTED 25
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table presents information related to stock options at December 31, 2016: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 1.01-2.00 2,294,642 6.8 1,810,976 2.01-3.00 5,650,548 5.3 4,917,663 3.01-4.00 300,000 8.3 300,000 8,245,190 5.8 7,028,639 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the stock option activity and related information for the 2012 Plan for the years ended December 31, 2016 and 2015 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at January 1, 2015 5,990,190 $ 2.25 6.7 $ 3,267,692 Grants 1,800,000 2.70 8.9 $ - Exercised (10,000 ) 2.09 - - Canceled - - Outstanding at December 31, 2015 7,780,190 $ 2.30 6.4 $ - Grants 905,000 1.71 10.0 $ - Exercised - Canceled (440,000 ) $ 2.24 Outstanding at December 31, 2016 8,245,190 $ 2.24 5.8 $ - Exercisable at December 31, 2016 7,028,639 $ 2.28 5.5 $ - |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block] | During the year ended December 31, 2015, the Company granted an aggregate of 1,800,000 options to purchase the Company’s common stock in connection with the services rendered at exercise prices from $1.56 to $3.99 per share for a term of seven years. Vesting is as follows: 737,500 Exercisable immediately 155,000 Per quarter, over one year 250,000 Per quarter, over three years 225,000 One year anniversary 300,000 1/12 per month beginning first month anniversary 100,000 50% one year anniversary, 50% two year anniversary 32,500 Performance contingent 1,800,000 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of the granted options for the year ended December 31, 2015 was determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: -0- % Volatility 118.56% to 130.30 % Risk free rate: 1.19% to 2.37 % Expected life: 7 to 10 years Estimated fair value of the Company’s common stock $ 1.42 to $3.99 Estimated forfeiture rate 0 % Risk-free interest rate 1.08% - 2.04 % Dividend yield 0 % Stock price volatility 109.3% to 122.82 % Expected life 5 – 10 years Weighted average grant date fair value $ 1.47 |
Nonvested Restricted Stock Shares Activity [Table Text Block] | The following table summarizes the restricted stock activity for the two years ended December 31, 2016: Restricted shares issued as of January 1, 2015 - Granted 175,000 Total restricted shares issued as of December 31, 2015 175,000 Granted 180,000 Vested (220,000 ) Vested restricted shares as of December 31, 2016 - Unvested restricted shares as of December 31, 2016 135,000 |
Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Table Text Block] | The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at December 31, 2016: Exercise Number Expiration Price Outstanding Date $ 0.001 383,320 January 2020 $ 1.50 4,967,971 February 2018 to May 2020 $ 1.84 35,076 January 2020 $ 1.95 1,689,026 October 2018 to September 2019 $ 2.00 100,000 August 2018 $ 2.02 30,755 January 2020 $ 2.10 38,572 June 2019 $ 2.50 100,000 August 2018 $ 2.75 228,720 August 2019 to September 2019 $ 3.67 214,193 December 2018 to January 2019 $ 3.75 1,340,556 April 2019 to March 2020 9,128,189 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the warrant activity for the years ended December 31, 2016 and 2015 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at January 1, 2015 5,113,990 $ 1.71 3.6 6,041,436 Grants 3,728,479 $ 2.62 2.3 - Exercised (164,184 ) $ 1.58 - - Canceled (1,599,600 ) $ 2.50 - - Outstanding at December 31, 2015 7,078,685 $ 2.02 3.0 $ 497,933 Grants 2,049,504 1.74 2.5 - Exercised - Canceled - Outstanding at December 31, 2016 9,128,189 $ 1.96 2.1 $ 494,099 Vested and expected to vest at December 31, 2016 9,128,189 $ 1.96 2.1 $ 494,099 Exercisable at December 31, 2016 9,128,189 $ 1.96 2.1 $ 494,099 |
NOTE 10 - FAIR VALUE MEASUREM26
NOTE 10 - FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table provides a summary of changes in fair value of the Company’s level 3 financial liabilities as of December 31, 2016: Warrant Liability Derivative Balance, December 31, 2014 (and prior) $ - $ - Total (gains) losses Initial fair value of derivative at March 31, 2015, reclassified from equity - 1,242,590 Initial fair value of warrant liability at March 31, 2015, reclassified from equity 4,097,444 - Initial fair value of derivative at date of issuance of Series C Preferred Stock - 250,540 Initial fair value of warrant liability at the date of issuance 334,784 - Transfers out due to conversion of Series C Preferred Stock - (639,467 ) Transfers out due to exercise of warrants (265,955 ) - Mark to market to December 31, 2015 (2,545,074 ) (568,506 ) Balance, December 31, 2015 1,621,199 285,157 Transfers out due to conversion of Series C Preferred Stock - (103,096 ) Mark to market to December 31, 2016 316,035 106,873 Balance, December 31, 2016 $ 1,937,234 $ 288,934 Loss on change in warrant and derivative liabilities for the year ended December 31, 2016 $ (316,035 ) $ (106,873 ) |
NOTE 11 - COMMITMENTS AND CON27
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments under these three agreements are as follows: Year Ending December 31, 2017 96,024 2018 13,783 $ 109,807 |
NOTE 12 - INCOME TAXES (Tables)
NOTE 12 - INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The effective rate differs from the statutory rate of 34% for due to the following: 2016 2015 Statutory rate on pre-tax book loss (34.00 )% (34.00 )% Gain on change in fair value of derivatives 1.24 % (11.5 )% Stock based compensation 17.6 % 28.6 % Other 0.09 % 2.1 % Valuation allowance 15.07 % 14.8 % 0.00 % 0.00 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The Company’s deferred taxes as of December 31, 2016 and 2015 consist of the following: 2016 2015 Non-Current deferred tax asset: Net operating loss carry-forwards $ 5,500,000 $ 3,700,000 Valuation allowance (5,500,000 ) (3,700,000 ) Net non-current deferred tax asset $ - $ - |
NOTE 1 - SUMMARY OF SIGNIFICA29
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Cash, Uninsured Amount | $ 805,895 | $ 703,234 | |
Retainage Deposit | 100,000 | ||
Research and Development Expense | $ 2,654,501 | $ 1,506,989 | $ 1,506,989 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in Shares) | 8,245,190 | 7,780,190 | 5,990,190 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in Shares) | 7,028,639 | 5,613,501 | |
Registration Payment Arrangement, Accrual Carrying Value | $ 0 | $ 0 | $ 55,620 |
Minimum [Member] | |||
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Maximum [Member] | |||
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years |
NOTE 1 - SUMMARY OF SIGNIFICA30
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 18,086,712 | 15,839,542 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 8,245,190 | 7,780,190 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 9,128,189 | 7,078,685 |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 713,333 | 980,667 |
NOTE 2 - GOING CONCERN AND MA31
NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details) - USD ($) | Nov. 18, 2015 | Oct. 23, 2015 | Mar. 10, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details) [Line Items] | ||||||
Cash and Cash Equivalents, at Carrying Value | $ 1,055,895 | $ 953,234 | $ 239,781 | |||
Working Capital (Deficit) | (1,769,004) | |||||
Proceeds from Issuance or Sale of Equity | $ 300,000 | $ 100,000 | 5,226,368 | 4,759,798 | ||
Net Cash Provided by (Used in) Operating Activities | (5,107,452) | $ (4,523,751) | ||||
Subsequent Event [Member] | ||||||
NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details) [Line Items] | ||||||
Proceeds from Issuance or Sale of Equity | $ 1,358,763 | |||||
Working Capital, Excluding Derivative and Warrant Liabilities [Member] | ||||||
NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details) [Line Items] | ||||||
Working Capital (Deficit) | $ (457,164) |
NOTE 3 - RELATED PARTY TRANSA32
NOTE 3 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 29, 2016 | Dec. 22, 2016 | Dec. 08, 2016 | May 04, 2016 | Nov. 18, 2015 | Oct. 23, 2015 | Oct. 19, 2015 | May 11, 2015 | Apr. 30, 2015 | Mar. 23, 2015 | Jan. 09, 2013 | Dec. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | Nov. 30, 2015 | Oct. 31, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | May 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Jan. 31, 2015 | Jul. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 |
NOTE 3 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||
Due to Related Parties, Current (in Dollars) | $ 15,755 | $ 12,716 | $ 15,755 | $ 12,716 | |||||||||||||||||||||||
Conversion of Stock, Shares Issued | 169,334 | 18,188 | 54,759 | 197,713 | 54,859 | 84,667 | 99,061 | 143,935 | 169,333 | 296,333 | 273,473 | 152,401 | 169,334 | 42,334 | 1,430,871 | ||||||||||||
Conversion of Stock, Shares Converted | 325,519 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 150,000 | ||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 1.36 | $ 2.90 | $ 2.90 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | One half of the shares vested immediately; the second half vests on January 1, 2016 and were subsequently issued on January 6, 2016 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,000 | 150,000 | 25,000 | 905,000 | 1,800,000 | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | 66,667 | 3,798,417 | 2,645,432 | |||||||||||||||||||||||
Class of Warrant or Rights, Granted | 100,000 | 33,334 | 374,641 | 1,330,627 | 2,049,504 | 3,728,479 | |||||||||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 300,000 | $ 100,000 | $ 5,226,368 | $ 4,759,798 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 20,875 | ||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 1.35 | $ 1.36 | $ 1.36 | $ 1.71 | $ 2.70 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | 10 years | ||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||
NOTE 3 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 200 | 20 | 70 | 236 | 75 | 100 | 117 | 170 | 200 | 350 | 323 | 180 | 200 | 50 | 401 | 1,690 | |||||||||||
Stock Issued During Period, Shares, New Issues | 450 | 2,181 | |||||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||||||
NOTE 3 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 1.36 | $ 1.36 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 50,000 | 100,000 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ 1.56 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Oct. 19, 2025 | ||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 1.36 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||||||||||||||
Director [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||||||||||||||||||
NOTE 3 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||||||||||||||||||
Director [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||||||||||||||||||||
NOTE 3 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||||
NOTE 3 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 1.93 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 250,000 | ||||||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||||||
NOTE 3 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 1.93 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 200,000 | ||||||||||||||||||||||||||
Executive Officer [Member] | |||||||||||||||||||||||||||
NOTE 3 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 1.36 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 41,500 |
NOTE 4 - PROPERTY AND EQUIPME33
NOTE 4 - PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
NOTE 4 - PROPERTY AND EQUIPMENT (Details) [Line Items] | ||
Depreciation | $ 10,475 | $ 10,475 |
Minimum [Member] | ||
NOTE 4 - PROPERTY AND EQUIPMENT (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum [Member] | ||
NOTE 4 - PROPERTY AND EQUIPMENT (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years |
NOTE 4 - PROPERTY AND EQUIPME34
NOTE 4 - PROPERTY AND EQUIPMENT (Details) - Schedule of Property, Plant and Equipment - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 94,821 | $ 78,566 |
Less accumulated depreciation | (70,633) | (60,158) |
Property and equipment, net | 24,188 | 18,408 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 84,704 | 68,449 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 10,117 | $ 10,117 |
NOTE 5 - ACCOUNTS PAYABLE AND35
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Accrued accounting and legal | $ 120,464 | $ 112,723 |
Accrued reimbursements | 43,116 | 13,613 |
Accrued consulting | 1,192 | 15,200 |
Accrued research and development expenses | 181,884 | 34,179 |
Accrued office and other | 10,202 | 31,482 |
Deferred rent | 2,912 | 3,016 |
Accrued settlement related to arbitration | 13,333 | 13,333 |
$ 373,103 | $ 223,546 |
NOTE 6 - SERIES C 9% CONVERTI36
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) - USD ($) | Nov. 18, 2015 | Oct. 23, 2015 | May 11, 2015 | Mar. 23, 2015 | Feb. 06, 2013 | Jan. 09, 2013 | Dec. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | Nov. 30, 2015 | Oct. 31, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | May 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Jan. 31, 2015 | Mar. 31, 2015 | Jul. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2014 |
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 100,000 | 33,334 | 374,641 | 1,330,627 | 2,049,504 | 3,728,479 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | $ 2.61 | ||||||||||||||||||||||||
Warrants, Term of Warrants | 5 years | 5 years | ||||||||||||||||||||||||
Warrant, Description of Warrant | after six months from the issuance date, there is no effective registration statement registering the resale, or no current prospectus available for the resale, of the shares of common stock underlying the warrants, the warrants may be exercised by means of a “cashless exercise”. | |||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 9,128,189 | 7,078,685 | 9,128,189 | 7,078,685 | 5,113,990 | |||||||||||||||||||||
Temporary Equity, Amortization Period | 1 year | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | 66,667 | 3,798,417 | 2,645,432 | ||||||||||||||||||||||
Proceeds from Issuance of Redeemable Preferred Stock (in Dollars) | $ 0 | $ 450,000 | ||||||||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability (in Dollars) | $ 506,348 | $ 288,934 | $ 285,157 | $ 1,242,590 | $ 1,242,590 | $ 288,934 | $ 285,157 | |||||||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 141.00% | |||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 169,334 | 18,188 | 54,759 | 197,713 | 54,859 | 84,667 | 99,061 | 143,935 | 169,333 | 296,333 | 273,473 | 152,401 | 169,334 | 42,334 | 1,430,871 | |||||||||||
Conversion of Stock, Shares Converted | 325,519 | |||||||||||||||||||||||||
Derivative Liability, Current (in Dollars) | $ 334,784 | $ 1,937,234 | $ 1,621,199 | $ 4,097,444 | $ 4,097,444 | $ 1,937,234 | $ 1,621,199 | |||||||||||||||||||
Temporary Equity, Shares Issued | 1,471 | 1,471 | ||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 1,070 | 1,070 | ||||||||||||||||||||||||
Dividends Payable, Current (in Dollars) | $ 359,891 | $ 340,291 | $ 359,891 | $ 340,291 | ||||||||||||||||||||||
Registration Payment Arrangement, Term | the Company entered into a registration rights agreement with the purchasers pursuant to which the Company agreed to provide certain registration rights with respect to the common stock issuable upon conversion of Series C Preferred Stock and exercise of the warrants issued to holders of Series C Preferred Stock. Specifically, the Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the common stock issuable upon conversion of the Series C Preferred Stock and exercise of the warrants on or before July 22, 2013 and to cause such registration statement to be declared effective by the Securities and Exchange Commission, in the event that the registration statement is not reviewed by the Securities and Exchange Commission, within five trading days after the Company is notified that registration statement is not being reviewed by the Securities and Exchange Commission, and by November 22, 2013 in the event that the registration statement is reviewed by the Securities and Exchange Commission and the Securities and Exchange Commission issues comments.If (i) the registration statement is not filed by July 22, 2013, (ii) the registration statement is not declared effective by the Securities and Exchange Commission within five trading days after the Company is notified that the registration statement is not being reviewed by the Securities and Exchange Commission, in the case of a no review, (iii) the registration statement is not declared effective by the Securities and Exchange Commission by November 22, 2013 in the case of a review by the Securities and Exchange Commission pursuant to which the Securities and Exchange Commission issues comments or (iv) the registration statement ceases to remain continuously effective for more than 20 consecutive calendar days or more than an aggregate of 45 calendar days during any 12-month period after its first effective date, then the Company is subject to liquidated damage payments to the holders of the shares sold in the private placement in an amount equal to 0.25% of the aggregate purchase price paid by such purchasers per month of delinquency.Notwithstanding the foregoing, (i) the maximum aggregate liquidated damages due under the registration rights agreement shall be 3% of the aggregate purchase price paid by the purchasers, and (ii) if any partial amount of liquidated damages remains unpaid for more than seven days, the Company shall pay interest of 18% per annum, accruing daily, on such unpaid amount.Pursuant to the registration rights agreement, the Company must maintain the effectiveness of the registration statement from the effective date until the date on which all securities registered under the registration statement have been sold, or are otherwise able to be sold pursuant to Rule 144 without volume or manner-of-sale restrictions, subject to the right to suspend or defer the use of the registration statement in certain events. | |||||||||||||||||||||||||
Registration Payment Arrangement, Accrual Carrying Value (in Dollars) | 0 | 0 | $ 0 | 0 | $ 55,620 | |||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Temporary Equity, Shares Authorized | 4,200 | |||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.00% | |||||||||||||||||||||||||
Temporary Equity, Par Value (in Dollars) | $ 1,000 | |||||||||||||||||||||||||
Preferred Stock, Dividend Payment Terms | payable quarterly | |||||||||||||||||||||||||
Preferred Stock, Voting Rights | The holders of the Series C Preferred Stock vote together with the holders of our common stock on an as-converted basis, but may not vote the Series C Preferred Stock in excess of the beneficial ownership limitation of the Series C Preferred Stock. The beneficial ownership limitation is 4.99% of our then outstanding shares of common stock following such conversion or exercise, which may be increased to up to 9.99% of our then outstanding shares of common stock following such conversion or exercise upon the request of an individual holder. | |||||||||||||||||||||||||
Preferred Stock, Beneficial Ownership Limitation and Covenant, Description | The beneficial ownership limitation is determined on an individual holder basis, such that the as-converted number of shares of one holder is not included in the shares outstanding when calculating the limitation for a different holder.In addition, absent the approval of holders representing at least 67% of the outstanding shares of the Series C Preferred Stock, we may not (i) increase the number of authorized shares of preferred stock, (ii) amend our charter documents, including the terms of the Series C Preferred Stock, in any manner adverse to the holders of the Series C Preferred Stock, including authorizing or creating any class of stock ranking senior to, or otherwise pari passu with, the shares of Series C Preferred Stock as to dividends, redemption or distribution of assets upon a liquidation, or (iii) perform certain covenants, including:●incur additional indebtedness;●permit liens on assets;●repay, repurchase or otherwise acquire more than a de minimis number of shares of capital stock;●pay cash dividends to our stockholders; and●engage in transactions with affiliates. | |||||||||||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | Any holder of Series C Preferred Stock is entitled at any time to convert any whole or partial number of shares of Series C Preferred Stock into shares of our common stock at a price of $1.50 per share. The Series C Preferred Stock is subject to full ratchet anti-dilution price protection upon the issuance of equity or equity-linked securities at an effective common stock purchase price of less than $1.50 per share as well as other customary anti-dilution protection.In the event that:(i) we fail to, or announce our intention not to, deliver common stock share certificates upon conversion of our Series C Preferred Stock prior to the seventh trading day after such shares are required to be delivered,(ii) we fail for any reason to pay in full the amount of cash due pursuant to our failure to deliver common stock share certificates upon conversion of our Series C Preferred Stock within five calendar days after notice therefor is delivered,(iii) we fail to have available a sufficient number of authorized and unreserved shares of common stock to issue upon a conversion of our Series C Preferred Stock, (iv) we fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of our obligations under, the securities purchase agreement, the registration rights agreement, the certificate of designation or the warrants entered into pursuant to the private placement transaction for our Series C Preferred Stock, which failure or breach could have a material adverse effect, and such failure or breach is not cured within 30 calendar days after written notice was delivered,(v) we are party to a change of control transaction,(vi) we file for bankruptcy or a similar arrangement or are adjudicated insolvent,(vii) we are subject to a judgment, including an arbitration award against us, of greater than $100,000, and such judgment remains unvacated, unbonded or unstayed for a period of 45 calendar days,The holders of the Series C Preferred Stock are entitled, among other rights, to redeem their shares of Series C Preferred Stock at any time for greater than their stated value or increase the dividend rate on their shares of Series C Preferred Stock to 18%. | |||||||||||||||||||||||||
Temporary Equity, Redemption Price Per Share (in Dollars per share) | $ 1.50 | |||||||||||||||||||||||||
Temporary Equity, Liquidation Preference (in Dollars) | $ 1,070,000 | $ 1,471,000 | $ 1,070,000 | $ 1,471,000 | $ 2,781,000 | $ 2,781,000 | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 450 | 2,181 | ||||||||||||||||||||||||
Proceeds from Issuance of Redeemable Preferred Stock (in Dollars) | $ 450,000 | $ 1,814,910 | ||||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 2 years | |||||||||||||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 200 | 20 | 70 | 236 | 75 | 100 | 117 | 170 | 200 | 350 | 323 | 180 | 200 | 50 | 401 | 1,690 | ||||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants (in Dollars) | $ 450,000 | |||||||||||||||||||||||||
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity (in Dollars) | $ 103,096 | $ 639,467 | ||||||||||||||||||||||||
Temporary Equity, Shares Issued | 1,070 | 1,471 | 1,070 | 1,471 | ||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 1,070 | 1,471 | 1,070 | 1,471 | ||||||||||||||||||||||
Series C Preferred Stock [Member] | Full-Ratchet Anti-Dilution Protection Provision [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | |||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 2,315,301 | |||||||||||||||||||||||||
Bridge Loan [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 600 | |||||||||||||||||||||||||
Options Held [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Other (in Dollars) | 1,303,671 | |||||||||||||||||||||||||
Temporary Equity, Liquidation Preference (in Dollars) | 1,303,671 | 1,303,671 | ||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability (in Dollars) | $ 4,097,444 | 4,097,444 | ||||||||||||||||||||||||
Warrant [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued (in Dollars) | 1,064,739 | |||||||||||||||||||||||||
Temporary Equity, Liquidation Preference (in Dollars) | 1,064,739 | 1,064,739 | ||||||||||||||||||||||||
Issuance Costs [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Temporary Equity, Liquidation Preference (in Dollars) | $ 412,590 | $ 412,590 | ||||||||||||||||||||||||
Embedded Derivative Financial Instruments [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability (in Dollars) | $ 1,242,590 | $ 1,242,590 | ||||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 2 years | |||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.25% | |||||||||||||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | |||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 140.00% | 141.00% | 161.00% | |||||||||||||||||||||||
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity (in Dollars) | $ 0 | $ 265,955 | ||||||||||||||||||||||||
Embedded Derivative Financial Instruments [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 50 | |||||||||||||||||||||||||
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity (in Dollars) | $ 103,096 | $ 639,467 | ||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 2 years 284 days | |||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.56% | |||||||||||||||||||||||||
Minimum [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.23% | |||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 141.00% | |||||||||||||||||||||||||
Minimum [Member] | Embedded Derivative Financial Instruments [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 1 year 156 days | |||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.56% | 0.59% | ||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years 6 months | |||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.89% | |||||||||||||||||||||||||
Maximum [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.59% | |||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 160.00% | |||||||||||||||||||||||||
Maximum [Member] | Embedded Derivative Financial Instruments [Member] | ||||||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years 131 days | |||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.89% | 1.47% |
NOTE 7 - WARRANT AND DERIVATI37
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES (Details) - USD ($) | May 11, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES (Details) [Line Items] | ||||
Embedded Derivative, Fair Value of Embedded Derivative Liability (in Dollars) | $ 506,348 | $ 1,242,590 | $ 288,934 | $ 285,157 |
Derivative Liability, Current (in Dollars) | $ 334,784 | $ 4,097,444 | 1,937,234 | 1,621,199 |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||
Fair Value Assumptions, Expected Volatility Rate | 141.00% | |||
Derivative, Gain (Loss) on Derivative, Net (in Dollars) | $ (422,908) | $ 3,113,580 | ||
Embedded Derivative Financial Instruments [Member] | ||||
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES (Details) [Line Items] | ||||
Embedded Derivative, Fair Value of Embedded Derivative Liability (in Dollars) | $ 1,242,590 | |||
Fair Value Assumptions, Risk Free Interest Rate | 0.25% | |||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | |
Fair Value Assumptions, Expected Volatility Rate | 140.00% | 141.00% | 161.00% | |
Derivative, Gain (Loss) on Derivative, Net (in Dollars) | $ (106,873) | |||
Fair Value Assumptions, Expected Term | 2 years | |||
Minimum [Member] | ||||
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES (Details) [Line Items] | ||||
Fair Value Assumptions, Risk Free Interest Rate | 0.56% | |||
Fair Value Assumptions, Expected Term | 2 years 284 days | |||
Minimum [Member] | Embedded Derivative Financial Instruments [Member] | ||||
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES (Details) [Line Items] | ||||
Fair Value Assumptions, Risk Free Interest Rate | 0.56% | 0.59% | ||
Fair Value Assumptions, Expected Term | 1 year 156 days | |||
Maximum [Member] | ||||
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES (Details) [Line Items] | ||||
Fair Value Assumptions, Risk Free Interest Rate | 0.89% | |||
Fair Value Assumptions, Expected Term | 3 years 6 months | |||
Maximum [Member] | Embedded Derivative Financial Instruments [Member] | ||||
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES (Details) [Line Items] | ||||
Fair Value Assumptions, Risk Free Interest Rate | 0.89% | 1.47% | ||
Fair Value Assumptions, Expected Term | 3 years 131 days |
NOTE 8 - STOCKHOLDER EQUITY (De
NOTE 8 - STOCKHOLDER EQUITY (Details) - USD ($) | Dec. 08, 2016 | Nov. 18, 2015 | Oct. 23, 2015 | Aug. 17, 2015 | May 11, 2015 | Apr. 22, 2015 | Apr. 15, 2015 | Mar. 23, 2015 | Jan. 09, 2013 | Dec. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | Nov. 30, 2015 | Oct. 31, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | May 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Jan. 31, 2015 | Jul. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 17, 2016 | Oct. 19, 2015 | Dec. 31, 2014 |
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 169,334 | 18,188 | 54,759 | 197,713 | 54,859 | 84,667 | 99,061 | 143,935 | 169,333 | 296,333 | 273,473 | 152,401 | 169,334 | 42,334 | 1,430,871 | |||||||||||||
Conversion of Stock, Shares Converted | 325,519 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | 66,667 | 3,798,417 | 2,645,432 | ||||||||||||||||||||||||
Proceeds from Issuance of Redeemable Preferred Stock (in Dollars) | $ 0 | $ 450,000 | ||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 100,000 | 33,334 | 374,641 | 1,330,627 | 2,049,504 | 3,728,479 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | $ 2.61 | ||||||||||||||||||||||||||
Warrants, Term of Warrants | 5 years | 5 years | ||||||||||||||||||||||||||
Temporary Equity, Shares Issued | 1,471 | 1,471 | ||||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 1,070 | 1,070 | ||||||||||||||||||||||||||
Common Stock, Shares Authorized | 200,000,000 | 50,000,000 | 200,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||||||||||
Common Stock, Shares, Issued | 22,588,184 | 16,825,703 | 22,588,184 | 16,825,703 | ||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 22,588,184 | 16,825,703 | 22,588,184 | 16,825,703 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 20,875 | |||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 1.36 | $ 2.90 | ||||||||||||||||||||||||||
Class of Warrant or Rights, Exercised | 0 | 164,184 | ||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 300,000 | $ 100,000 | $ 5,226,368 | $ 4,759,798 | ||||||||||||||||||||||||
Payments of Stock Issuance Costs (in Dollars) | 490,543 | 608,356 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 2,471,050 | $ 3,341,752 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||||||||||||||||||||||||
Private Placement, Unit Description | each unit consisting of one share of the Company’s common stock and a warrant to purchase one half of one share of common stock | |||||||||||||||||||||||||||
Registration Rights Agreement, Description | The registration rights agreements require the Company to file a registration statement within 45 calendar days upon close of the private placement and to be effective 120 calendar days thereafter. As of the date of filing, the Private Placement has not closed | |||||||||||||||||||||||||||
Registration Payment Arrangement, Accrual Carrying Value (in Dollars) | $ 0 | $ 0 | $ 0 | $ 0 | $ 55,620 | |||||||||||||||||||||||
2012 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 790,000 | 1,452,500 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross (in Dollars) | $ 1,419,200 | $ 3,341,752 | ||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 1.80 | $ 2.30 | $ 1.80 | $ 2.30 | ||||||||||||||||||||||||
Exercise of Options [Member] | ||||||||||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 83,545 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 10,000 | 10,000 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ 2.09 | 2.09 | $ 2.09 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised (in Dollars) | $ 100,000 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 122.82% | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.08% | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||||||||||||
Share Price (in Dollars per share) | 1.84 | $ 1.84 | ||||||||||||||||||||||||||
Warrants Exercised at $3.09 [Member] | ||||||||||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 3.09 | $ 3.09 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 8,082 | |||||||||||||||||||||||||||
Cashless Exercise of Warrants [Member] | ||||||||||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 99,552 | 99,552 | ||||||||||||||||||||||||||
Class of Warrant or Rights, Exercised | 156,102 | 156,102 | ||||||||||||||||||||||||||
Services Provided [Member] | ||||||||||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||||
Warrants, Term of Warrants | 1 month | |||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 1.93 | $ 1.93 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 545,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 1,051,850 | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 200 | 200 | 200 | 200 | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 600 | 600 | 600 | 600 | ||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 4,200 | 4,200 | 4,200 | 4,200 | ||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 200 | 20 | 70 | 236 | 75 | 100 | 117 | 170 | 200 | 350 | 323 | 180 | 200 | 50 | 401 | 1,690 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 450 | 2,181 | ||||||||||||||||||||||||||
Proceeds from Issuance of Redeemable Preferred Stock (in Dollars) | $ 450,000 | $ 1,814,910 | ||||||||||||||||||||||||||
Conversion of Stock, Amount Converted (in Dollars) | $ 491,423 | $ 2,146,302 | ||||||||||||||||||||||||||
Temporary Equity, Shares Issued | 1,070 | 1,471 | 1,070 | 1,471 | ||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 1,070 | 1,471 | 1,070 | 1,471 | ||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 1.36 | $ 1.36 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ 1.56 | |||||||||||||||||||||||||||
Common Stock, Obligated but not Issued | 124,750 | |||||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $ 168,288 | $ 168,288 | ||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 220,000 | |||||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $ 75,861 | $ 75,861 |
NOTE 9 - OPTIONS, RESTRICTED 39
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - USD ($) | Dec. 29, 2016 | Dec. 22, 2016 | Dec. 16, 2016 | Dec. 08, 2016 | Nov. 23, 2016 | Oct. 28, 2016 | Sep. 19, 2016 | Sep. 07, 2016 | Aug. 30, 2016 | Aug. 24, 2016 | Jun. 01, 2016 | May 18, 2016 | Apr. 29, 2016 | Apr. 19, 2016 | Apr. 01, 2016 | Mar. 09, 2016 | Feb. 09, 2016 | Dec. 22, 2015 | Dec. 18, 2015 | Nov. 18, 2015 | Oct. 29, 2015 | Oct. 23, 2015 | Aug. 17, 2015 | May 11, 2015 | May 08, 2015 | May 05, 2015 | Apr. 22, 2015 | Apr. 15, 2015 | Mar. 31, 2015 | Feb. 27, 2015 | Feb. 10, 2015 | Jan. 23, 2015 | Jan. 09, 2013 | Oct. 19, 2012 | Sep. 30, 2016 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,000 | 150,000 | 25,000 | 905,000 | 1,800,000 | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | 10 years | |||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 10,000 | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 1.47 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 1.35 | $ 1.36 | $ 1.36 | $ 1.71 | $ 2.70 | |||||||||||||||||||||||||||||||||
Share-based Compensation (in Dollars) | $ 5,999,750 | $ 7,968,036 | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 100,000 | 33,334 | 374,641 | 1,330,627 | 2,049,504 | 3,728,479 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | $ 2.61 | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Exercised | 0 | 164,184 | ||||||||||||||||||||||||||||||||||||
Warrants, Term of Warrants | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 141.00% | |||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||||||||||||||||||||
Warrants at $2.50 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.50 | |||||||||||||||||||||||||||||||||||||
Warrants at $3.75 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 3.75 | |||||||||||||||||||||||||||||||||||||
Warrants at $2.00 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 2 | |||||||||||||||||||||||||||||||||||||
Warrants at $1.95 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 1.95 | |||||||||||||||||||||||||||||||||||||
Warrants at $1.50 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 1.50 | |||||||||||||||||||||||||||||||||||||
Warrants at $2.10 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.10 | |||||||||||||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 166,667 | 116,668 | 188,335 | 43,334 | 108,336 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.95 | $ 1.95 | $ 1.95 | $ 1.95 | $ 1.95 | |||||||||||||||||||||||||||||||||
Warrant, Expriation Date | Dec. 22, 2018 | Dec. 18, 2018 | Nov. 18, 2018 | Oct. 29, 2018 | Oct. 23, 2018 | |||||||||||||||||||||||||||||||||
Private Placement [Member] | Warrants at $2.50 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 410,360 | 223,000 | 337,000 | 428,400 | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.50 | $ 2.50 | $ 2.50 | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||||||||||
Warrant, Expriation Date | Jul. 31, 2015 | Jul. 31, 2015 | Jul. 31, 2015 | Jul. 31, 2015 | ||||||||||||||||||||||||||||||||||
Private Placement [Member] | Warrants at $3.75 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 307,770 | 167,250 | 252,750 | 321,300 | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 3.75 | $ 3.75 | $ 3.75 | $ 3.75 | $ 3.75 | |||||||||||||||||||||||||||||||||
Warrant, Expriation Date | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | ||||||||||||||||||||||||||||||||||
Private Placement [Member] | Warrants at $1.95 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 567,866 | 84,980 | 100,327 | 100,000 | 25,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.95 | $ 1.95 | $ 1.95 | $ 1.95 | $ 1.95 | |||||||||||||||||||||||||||||||||
Warrant, Expriation Date | Apr. 29, 2019 | Apr. 19, 2019 | Apr. 1, 2019 | Mar. 9, 2019 | Feb. 9, 2019 | |||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 374,641 | |||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | |||||||||||||||||||||||||||||||||||||
Warrant, Expriation Date | May 11, 2020 | |||||||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 220,000 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 1 year | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 180,000 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation (in Dollars) | $ 213,174 | $ 338,614 | ||||||||||||||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $ 75,861 | |||||||||||||||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 9 months | |||||||||||||||||||||||||||||||||||||
2012 Equity Incentive Plan [Member] | Officers, Directors and Key Consultants [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 750,000 | 1,800,000 | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 723,545 | 1,452,500 | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 100,000 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit (in Dollars per share) | $ 1.56 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit (in Dollars per share) | $ 3.99 | |||||||||||||||||||||||||||||||||||||
Share Based Compensation Award, Options Granted in Period, Term of Awards | 7 years | |||||||||||||||||||||||||||||||||||||
2012 Equity Incentive Plan [Member] | Employee Stock Option [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 15,186,123 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | the exercise price of an Incentive Stock Option should not be less than 110% of fair value of the common stock at the date of the grant for a 10% or more stockholder and 100% of fair value for a grantee who is not 10% stockholder. | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 227,388 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 65,000 | 685,000 | ||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ 1.29 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit (in Dollars per share) | $ 1.84 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 83,545 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ 1.33 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 122.82% | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.08% | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 1.84 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars) | $ 2,801,948 | $ 4,471,603 | ||||||||||||||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ 310,817 | $ 1,782,575 | ||||||||||||||||||||||||||||||||||||
Exercise of Options [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ 1.84 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 10,000 | 10,000 | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ 2.09 | $ 2.09 | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 122.82% | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.08% | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||||||||||||||||||||||
Cashless Exercise of Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 99,552 | 99,552 | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Exercised | 156,102 | 156,102 | ||||||||||||||||||||||||||||||||||||
Exercise of Warrants for Cash [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,000 | 4,082 | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.50 | $ 3.67 | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Exercised | 4,000 | 4,082 | ||||||||||||||||||||||||||||||||||||
Services Provided [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ 46,993 | |||||||||||||||||||||||||||||||||||||
Warrant, Expriation Date | Aug. 17, 2018 | |||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Vesting Rights | vest at 1/12 per month over one year | |||||||||||||||||||||||||||||||||||||
Warrants, Term of Warrants | 1 month | |||||||||||||||||||||||||||||||||||||
Warrants, Fair Value of Warrants, Granted (in Dollars) | $ 104,505 | |||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||||||||||||||||||||
Services Provided [Member] | Warrants at $2.50 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 100,000 | |||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.50 | |||||||||||||||||||||||||||||||||||||
Services Provided [Member] | Warrants at $2.00 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 100,000 | |||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2 | |||||||||||||||||||||||||||||||||||||
Private Placmeent Services [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 20,000 | 20,000 | 25,200 | 6,134 | 11,334 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||||||||||||||||||||||||||||||||
Warrant, Expriation Date | Dec. 22, 2018 | Dec. 18, 2018 | Nov. 18, 2018 | Oct. 29, 2018 | Oct. 23, 2018 | |||||||||||||||||||||||||||||||||
Warrants Issued to Placement Agents [Member] | Private Placement [Member] | Warrants at $1.50 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 96,256 | 17,996 | 18,040 | 12,000 | 6,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||||||||||||||||||||||||||||||||
Warrant, Expriation Date | Apr. 19, 2019 | Apr. 1, 2019 | Mar. 9, 2019 | Feb. 9, 2019 | ||||||||||||||||||||||||||||||||||
Warrant [Member] | Warrants at $1.95 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation (in Dollars) | $ 56,931 | $ 104,505 | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 115,000 | 456,668 | 50,002 | 173,284 | 35,000 | 152,513 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.95 | $ 1.95 | ||||||||||||||||||||||||||||||||
Warrant, Expriation Date | Sep. 19, 2019 | Aug. 30, 2019 | ||||||||||||||||||||||||||||||||||||
Warrant [Member] | Warrants at $2.10 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 38,572 | |||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.10 | |||||||||||||||||||||||||||||||||||||
Warrant, Expriation Date | Jun. 1, 2019 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Award, Tranche One [Member] | 2012 Equity Incentive Plan [Member] | Employee Stock Option [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 12,500 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Award, Tranche Two [Member] | 2012 Equity Incentive Plan [Member] | Employee Stock Option [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 37,500 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Award, Tranche Three [Member] | 2012 Equity Incentive Plan [Member] | Employee Stock Option [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 15,000 | |||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ 3.99 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 122.82% | 130.30% | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.37% | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | 10 years | ||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.89% | |||||||||||||||||||||||||||||||||||||
Maximum [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 160.00% | |||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.59% | |||||||||||||||||||||||||||||||||||||
Maximum [Member] | 2012 Equity Incentive Plan [Member] | Employee Stock Option [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||||||||||||||||||||||||||||||||||||
Maximum [Member] | Services Provided [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ 1.40 | |||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 118.88% | |||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.31% | |||||||||||||||||||||||||||||||||||||
Maximum [Member] | Warrants Issued to Placement Agents [Member] | Private Placement [Member] | Warrants at $1.50 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Warrant, Expriation Date | Apr. 29, 2019 | |||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ 1.42 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 109.30% | 118.56% | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.19% | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | 7 years | ||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.56% | |||||||||||||||||||||||||||||||||||||
Minimum [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 141.00% | |||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.23% | |||||||||||||||||||||||||||||||||||||
Minimum [Member] | Services Provided [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ 1.30 | |||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 118.80% | |||||||||||||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.92% | |||||||||||||||||||||||||||||||||||||
Minimum [Member] | Warrants Issued to Placement Agents [Member] | Private Placement [Member] | Warrants at $1.50 [Member] | ||||||||||||||||||||||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Warrant, Expriation Date | Oct. 23, 2018 |
NOTE 9 - OPTIONS, RESTRICTED 40
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding, Number of Options | 8,245,190 | 7,780,190 | 5,990,190 |
Options Outstanding, Weighted Average Remaining Life | 5 years 292 days | 6 years 146 days | 6 years 255 days |
Options Exercisable, Number of Options | 7,028,639 | ||
Options at $1.01-$2.00 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 1.01 | ||
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 2 | ||
Options Outstanding, Number of Options | 2,294,642 | ||
Options Outstanding, Weighted Average Remaining Life | 6 years 292 days | ||
Options Exercisable, Number of Options | 1,810,976 | ||
Options at $2.01-$3.00 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 2.01 | ||
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 3 | ||
Options Outstanding, Number of Options | 5,650,548 | ||
Options Outstanding, Weighted Average Remaining Life | 5 years 109 days | ||
Options Exercisable, Number of Options | 4,917,663 | ||
Options at $3.01-$4.00 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 3.01 | ||
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 4 | ||
Options Outstanding, Number of Options | 300,000 | ||
Options Outstanding, Weighted Average Remaining Life | 8 years 109 days | ||
Options Exercisable, Number of Options | 300,000 |
NOTE 9 - OPTIONS, RESTRICTED 41
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity - USD ($) | Dec. 29, 2016 | Dec. 22, 2016 | Dec. 08, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | ||||||
Options Outstanding, Shares | 8,245,190 | 7,780,190 | 5,990,190 | |||
Options Outstanding, Weighted-Average Exercise Price | $ 2.24 | $ 2.30 | $ 2.25 | |||
Options Outstanding, Weighted-Average Remaining Contractual Term | 5 years 292 days | 6 years 146 days | 6 years 255 days | |||
Options Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | $ 3,267,692 | |||
Options Exercisable, Shares | 7,028,639 | 5,613,501 | ||||
Options Exercisable, Weighted-Average Exercise Price | $ 2.28 | |||||
Options Exercisable, Weighted-Average Remaining Contractual Term | 5 years 6 months | |||||
Options Exercisable, Aggregate Intrinsic Value | $ 0 | |||||
Options Granted, Shares | 5,000 | 150,000 | 25,000 | 905,000 | 1,800,000 | |
Options Granted, Weighted-Average Exercise Price | $ 1.35 | $ 1.36 | $ 1.36 | $ 1.71 | $ 2.70 | |
Options Granted, Weighted-Average Remaining Contractual Term | 10 years | 8 years 328 days | ||||
Options Exercised, Shares | 0 | (10,000) | ||||
Options Exercised, Weighted-Average Exercise Price | $ 0 | $ 2.09 | ||||
Options Canceled, Shares | (440,000) | 0 | ||||
Options Canceled, Weighted-Average Exercise Price | $ 2.24 | $ 0 |
NOTE 9 - OPTIONS, RESTRICTED 42
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding - shares | Dec. 29, 2016 | Dec. 22, 2016 | Dec. 08, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Line Items] | |||||
Number of Options Granted | 5,000 | 150,000 | 25,000 | 905,000 | 1,800,000 |
Exercisable Immediately [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Line Items] | |||||
Number of Options Granted | 737,500 | ||||
Per Quarter, Over One Year [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Line Items] | |||||
Number of Options Granted | 155,000 | ||||
Per Quarter, Over Two Years [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Line Items] | |||||
Number of Options Granted | 250,000 | ||||
One Year Anniversary [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Line Items] | |||||
Number of Options Granted | 225,000 | ||||
Share-based Compensation Award, Tranche Four [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Line Items] | |||||
Number of Options Granted | 300,000 | ||||
50% One Year Anniversary, 50% Two Year Anniversary [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Line Items] | |||||
Number of Options Granted | 100,000 | ||||
Performance Contingent [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Line Items] | |||||
Number of Options Granted | 32,500 |
NOTE 9 - OPTIONS, RESTRICTED 43
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Dividend yield: | 0.00% | 0.00% |
Weighted average grant date fair value (in Dollars per share) | $ 1.47 | |
Estimated forfeiture rate | 0.00% | |
Minimum [Member] | ||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 109.30% | 118.56% |
Risk free rate: | 1.19% | |
Expected life: | 5 years | 7 years |
Estimated fair value of the Company’s common stock (in Dollars per share) | $ 1.42 | |
Maximum [Member] | ||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 122.82% | 130.30% |
Risk free rate: | 2.37% | |
Expected life: | 10 years | 10 years |
Estimated fair value of the Company’s common stock (in Dollars per share) | $ 3.99 |
NOTE 9 - OPTIONS, RESTRICTED 44
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Nonvested Restricted Stock Shares Activity - Restricted Stock [Member] - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Nonvested Restricted Stock Shares Activity [Line Items] | ||
Restricted shares issued | 175,000 | 0 |
Restricted shares Granted | 180,000 | 175,000 |
Restricted shares Vested | (220,000) | |
Unvested restricted shares | 135,000 | |
Restricted shares issued | 175,000 |
NOTE 9 - OPTIONS, RESTRICTED 45
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range - $ / shares | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | May 11, 2015 | Dec. 31, 2014 | Jan. 09, 2013 | |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||||
Exercise Price, Warrants (in Dollars per share) | $ 1.50 | $ 2.61 | |||
Number of Warrants Outstanding | 9,128,189 | 7,078,685 | 5,113,990 | ||
Warrants at $0.001 [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||||
Exercise Price, Warrants (in Dollars per share) | $ 0.001 | ||||
Number of Warrants Outstanding | 383,320 | ||||
Expiration Date, Warrants | January 2,020 | ||||
Warrants at $1.50 [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||||
Exercise Price, Warrants (in Dollars per share) | $ 1.50 | ||||
Number of Warrants Outstanding | 4,967,971 | ||||
Expiration Date, Warrants | February 2018 to May 2020 | ||||
Warrants at $1.84 [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||||
Exercise Price, Warrants (in Dollars per share) | $ 1.84 | ||||
Number of Warrants Outstanding | 35,076 | ||||
Expiration Date, Warrants | January 2,020 | ||||
Warrants at $1.95 [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||||
Exercise Price, Warrants (in Dollars per share) | $ 1.95 | ||||
Number of Warrants Outstanding | 1,689,026 | ||||
Expiration Date, Warrants | October 2018 to September 2019 | ||||
Warrants at $2.00 [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||||
Exercise Price, Warrants (in Dollars per share) | $ 2 | ||||
Number of Warrants Outstanding | 100,000 | ||||
Expiration Date, Warrants | August 2,018 | ||||
Warrants at $2.02 [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||||
Exercise Price, Warrants (in Dollars per share) | $ 2.02 | ||||
Number of Warrants Outstanding | 30,755 | ||||
Expiration Date, Warrants | January 2,020 | ||||
Warrants at $2.10 [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||||
Exercise Price, Warrants (in Dollars per share) | $ 2.10 | ||||
Number of Warrants Outstanding | 38,572 | ||||
Expiration Date, Warrants | June 2,019 | ||||
Warrants at $2.50 [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||||
Exercise Price, Warrants (in Dollars per share) | $ 2.50 | ||||
Number of Warrants Outstanding | 100,000 | ||||
Expiration Date, Warrants | August 2,018 | ||||
Warrants at $2.75 [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||||
Exercise Price, Warrants (in Dollars per share) | $ 2.75 | ||||
Number of Warrants Outstanding | 228,720 | ||||
Expiration Date, Warrants | August 2019 to September 2019 | ||||
Warrants at $3.67 [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||||
Exercise Price, Warrants (in Dollars per share) | $ 3.67 | ||||
Number of Warrants Outstanding | 214,193 | ||||
Expiration Date, Warrants | December 2018 to January 2019 | ||||
Warrants at $3.75 [Member] | |||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||||
Exercise Price, Warrants (in Dollars per share) | $ 3.75 | ||||
Number of Warrants Outstanding | 1,340,556 | ||||
Expiration Date, Warrants | April 2019 to March 2020 |
NOTE 9 - OPTIONS, RESTRICTED 46
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - USD ($) | Nov. 18, 2015 | Oct. 23, 2015 | May 11, 2015 | Jan. 09, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |||||||
Warrants Outstanding, Shares | 9,128,189 | 7,078,685 | 5,113,990 | ||||
Warrants Outstanding, Weighted-Average Exercise Price | $ 1.96 | $ 2.02 | $ 1.71 | ||||
Warrants Outstanding, Weighted-Average Remaining Contractual Term | 2 years 36 days | 3 years | 3 years 219 days | ||||
Warrants Outstanding, Aggregate Intrinsic Value | $ 494,099 | $ 497,933 | $ 6,041,436 | ||||
Warrants Vested and expected to vest, Shares | 9,128,189 | ||||||
Warrants Vested and expected to vest, Weighted-Average Exercise Price | $ 1.96 | ||||||
Warrants Vested and expected to vest, Weighted-Average Remaining Contractual Term | 2 years 36 days | ||||||
Warrants Vested and expected to vest, Aggregate Intrinsic Value | $ 494,099 | ||||||
Warrants Exercisable, Shares | 9,128,189 | ||||||
Warrants Exercisable, Weighted-Average Exercise Price | $ 1.96 | ||||||
Warrants Exercisable, Weighted-Average Remaining Contractual Term | 2 years 36 days | ||||||
Warrants Exercisable, Aggregate Intrinsic Value | $ 494,099 | ||||||
Warrants Granted, Shares | 100,000 | 33,334 | 374,641 | 1,330,627 | 2,049,504 | 3,728,479 | |
Warrants Granted, Weighted-Average Exercise Price | $ 1.74 | $ 2.62 | |||||
Warrants Granted, Weighted-Average Remaining Contractual Term | 2 years 6 months | 2 years 109 days | |||||
Warrants Exercised, Shares | 0 | (164,184) | |||||
Warrants Exercised, Weighted-Average Exercise Price | $ 0 | $ 1.58 | |||||
Warrants Canceled, Shares | 0 | (1,599,600) | |||||
Warrants Canceled, Weighted-Average Exercise Price | $ 0 | $ 2.50 |
NOTE 10 - FAIR VALUE MEASUREM47
NOTE 10 - FAIR VALUE MEASUREMENT (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | May 11, 2015 | Mar. 31, 2015 |
Fair Value Disclosures [Abstract] | ||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 288,934 | $ 285,157 | $ 506,348 | $ 1,242,590 |
Derivative Liability, Current | $ 1,937,234 | $ 1,621,199 | $ 334,784 | $ 4,097,444 |
NOTE 10 - FAIR VALUE MEASUREM48
NOTE 10 - FAIR VALUE MEASUREMENT (Details) - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Loss on change in warrant and derivative liabilities for the year ended December 31, 2016 | $ (422,908) | $ 3,113,580 | |
Warrant [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance | 1,937,234 | 1,621,199 | $ 0 |
Loss on change in warrant and derivative liabilities for the year ended December 31, 2016 | (316,035) | ||
Initial fair value of derivative reclassified from equity | 4,097,444 | ||
Initial fair value | 334,784 | ||
Transfers out | (265,955) | ||
Mark to market | 316,035 | (2,545,074) | |
Embedded Derivative Financial Instruments [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance | 288,934 | 285,157 | $ 0 |
Loss on change in warrant and derivative liabilities for the year ended December 31, 2016 | (106,873) | ||
Initial fair value of derivative reclassified from equity | 1,242,590 | ||
Initial fair value | 250,540 | ||
Transfers out | (103,096) | (639,467) | |
Mark to market | $ 106,873 | $ (568,506) |
NOTE 11 - COMMITMENTS AND CON49
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) | Dec. 29, 2016shares | Dec. 22, 2016shares | Dec. 08, 2016shares | Apr. 30, 2015ft² | Apr. 15, 2015USD ($) | Jul. 15, 2014USD ($)$ / sharesshares | Apr. 30, 2015USD ($)ft² | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014 |
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Operating Leases, Rent Expense | $ | $ 128,556 | $ 165,514 | ||||||||
Deferred Rent Credit, Current | $ | $ 2,912 | $ 3,016 | ||||||||
Number of Directors | 8 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 5,000 | 150,000 | 25,000 | 905,000 | 1,800,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | 10 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | One half of the shares vested immediately; the second half vests on January 1, 2016 and were subsequently issued on January 6, 2016 | |||||||||
Chief Executive Officer [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Deferred Compensation Arrangement with Individual, Requisite Service Period | 3 years | |||||||||
Chief Executive Officer [Member] | Employee Agreement [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Other Commitments, Description | If the Company does not complete a Qualified Financing within six months after the Effective Date, Mr. Cash’s annual base salary will nonetheless increase to $325,000 and he will receive the same one-time payment unless the Company reasonably determines that the failure to complete such Qualified Financing was within the reasonable control of Mr. Cash. Mr. Cash is also eligible to receive an annual bonus equal to at least 50% of the sum of his base salary and one-time payment, based on the achievement of reasonable performance criteria to be determined by the Board in consultation with Mr. Cash within 90 days of the Effective Date. | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 1,265,769 | |||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ / shares | $ 2.21 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||
Chief Executive Officer [Member] | Employee Agreement [Member] | Signing Bonus [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Other Commitment | $ | $ 30,000 | |||||||||
Building [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Lease Expiration Date | Aug. 31, 2017 | May 31, 2018 | ||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ | $ 978 | $ 2,712 | ||||||||
Area of Real Estate Property (in Square Feet) | ft² | 1,741 | 1,741 | ||||||||
Litigation with Former Chief Executive Officer [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Loss Contingency, Settlement Agreement, Terms | Company closing an equity or equity-linked financing with proceeds to the Company of at least $3.5 million (a “Qualified Financing”), Mr. Cash’s annual base salary will automatically increase to $325,000 and he will receive (i) a one-time payment equal to the difference between the amount he would have earned if his base salary was $325,000 and the amount he actually earned at his base salary of $275,000 for the time period from the Effective Date until the closing of such Qualified Financing and (ii) a one-time cash bonus | |||||||||
Share-based Compensation Award, Tranche One [Member] | Chief Executive Officer [Member] | Employee Agreement [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number (in Shares) | 542,473 | |||||||||
Share-based Compensation Award, Tranche One [Member] | Options Vesting in Eleven Equal Installments [Member] | Chief Executive Officer [Member] | Employee Agreement [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The option will vest as follows (i) 542,473 shares of common stock will vest in eleven equal installments of 45,206 shares of common stock and one final installment of 45,207 shares of common stock on a quarterly basis with the first installment vesting on the Effective Date and subsequent installments vesting every three months thereafter; (ii) 180,824 shares of common stock will vest immediately upon completion of a Qualified Financing; (iii) 180,824 shares of common stock will vest upon the listing of the Company’s common stock on a recognized U.S. national securities exchange (i.e., NYSE, MKT LLC, The Nasdaq Stock Market LLC or the New York Stock Exchange); (iv) 180,824 shares of common stock will vest upon the 510(k) clearance or any other type of clearance deemed necessary by the U.S. Food and Drug Administration of the Company’s PURE (Precise Uninterrupted Real-time evaluations of Electrograms) EP technology platform; and (v) 180,824 shares of common stock will vest upon the Company achieving a market capitalization of $150,000,000 and maintaining such market capitalization for at least 90 consecutive calendar days. | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares (in Shares) | 45,206 | |||||||||
Share-based Compensation Award, Tranche One [Member] | Final Installment of Vested Options [Member] | Chief Executive Officer [Member] | Employee Agreement [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares (in Shares) | 45,207 | |||||||||
Share-based Compensation Award, Tranche Two [Member] | Chief Executive Officer [Member] | Employee Agreement [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares (in Shares) | 180,824 | |||||||||
Share-based Compensation Award, Tranche Three [Member] | Chief Executive Officer [Member] | Employee Agreement [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares (in Shares) | 180,824 | |||||||||
Share-based Compensation Award, Tranche Four [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 300,000 | |||||||||
Share-based Compensation Award, Tranche Four [Member] | Chief Executive Officer [Member] | Employee Agreement [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares (in Shares) | 180,824 | |||||||||
Share-based Compensation Award, Tranche Five [Member] | Chief Executive Officer [Member] | Employee Agreement [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares (in Shares) | 180,824 | |||||||||
Minimum [Member] | Chief Executive Officer [Member] | Employee Agreement [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Qualified Financing Amount | $ | $ 3,500,000 | |||||||||
Minimum [Member] | Chief Executive Officer [Member] | Employee Agreement [Member] | Annual Salary [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Other Commitment | $ | 275,000 | |||||||||
Maximum [Member] | Chief Executive Officer [Member] | Employee Agreement [Member] | ||||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||
Other Commitment | $ | $ 325,000 |
NOTE 11 - COMMITMENTS AND CON50
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Future Minimum Rental Payments for Operating Leases | Dec. 31, 2016USD ($) |
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | |
2,017 | $ 96,024 |
2,018 | 13,783 |
$ 109,807 |
NOTE 12 - INCOME TAXES (Details
NOTE 12 - INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 16,400,000 | |
Operating Loss Carryforwards, Expiration Date 1 | 2,036 | |
Deferred Tax Assets, Valuation Allowance | $ 5,500,000 | $ 3,700,000 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% |
NOTE 12 - INCOME TAXES (Detai52
NOTE 12 - INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Statutory rate on pre-tax book loss | (34.00%) | (34.00%) |
Gain on change in fair value of derivatives | 1.24% | (11.50%) |
Stock based compensation | 17.60% | 28.60% |
Other | 0.09% | 2.10% |
Valuation allowance | 15.07% | 14.80% |
0.00% | 0.00% |
NOTE 12 - INCOME TAXES (Detai53
NOTE 12 - INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Non-Current deferred tax asset: | ||
Net operating loss carry-forwards | $ 5,500,000 | $ 3,700,000 |
Valuation allowance | (5,500,000) | (3,700,000) |
Net non-current deferred tax asset | $ 0 | $ 0 |
NOTE 13 - SUBSEQUENT EVENTS (De
NOTE 13 - SUBSEQUENT EVENTS (Details) | Feb. 10, 2017shares | Jan. 25, 2017$ / sharesshares | Dec. 29, 2016shares | Dec. 22, 2016shares | Dec. 08, 2016$ / sharesshares | Nov. 18, 2015USD ($)shares | Oct. 23, 2015USD ($)shares | May 11, 2015$ / sharesshares | Jan. 09, 2013$ / sharesshares | Mar. 10, 2017$ / sharesshares | Mar. 10, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Apr. 30, 2015$ / shares |
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | 66,667 | 3,798,417 | 2,645,432 | ||||||||||
Class of Warrant or Rights, Granted | 100,000 | 33,334 | 374,641 | 1,330,627 | 2,049,504 | 3,728,479 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 1.50 | $ 2.61 | ||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 300,000 | $ 100,000 | $ 5,226,368 | $ 4,759,798 | ||||||||||
Private Placement, Unit Description | each unit consisting of one share of the Company’s common stock and a warrant to purchase one half of one share of common stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,000 | 150,000 | 25,000 | 905,000 | 1,800,000 | |||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 1.36 | $ 2.90 | ||||||||||||
Subsequent Event [Member] | ||||||||||||||
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||||||
Number of Units Sold | 995,571 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 12,858 | 995,571 | ||||||||||||
Class of Warrant or Rights, Granted | 6,429 | 497,787 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 1.50 | $ 1.50 | ||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 1,358,763 | |||||||||||||
Unit, Price per Unit (in Dollars per share) | $ / shares | $ 1.75 | |||||||||||||
Private Placement, Unit Description | Unit consisting of (i) one share of Common Stock, and (ii) an Investor Warrant to purchase one-half of one share of Common Stock at an exercise price of $2.10 per share of Common; the Amendment Agreement reduced the Original Price Per Unit to $1.50 and the exercise price of the Original Warrants to $1.50 per share. | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 75,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 130,000 | |||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 1.55 |