Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 10, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BIOSIG TECHNOLOGIES, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 25,929,411 | |
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 | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 880,659 | $ 1,055,895 |
Prepaid expenses | 175,022 | 134,263 |
Total current assets | 1,055,681 | 1,190,158 |
Property and equipment, net | 16,532 | 24,188 |
Other assets: | ||
Deposits | 27,612 | 27,612 |
Total assets | 1,099,825 | 1,241,958 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $10,990 and $15,755 to related parties as of June 30, 2017 and December 31, 2016, respectively | 1,242,173 | 373,103 |
Dividends payable | 382,510 | 359,891 |
Warrant liability | 2,364,968 | 1,937,234 |
Derivative liability | 279,379 | 288,934 |
Total current liabilities | 4,269,030 | 2,959,162 |
Series C Preferred Stock, 1,005 and 1,070 shares issued and outstanding; liquidation preference of $1,005,000 and $1,070,000 as of June 30, 2017 and December 31, 2016, respectively | 1,005,000 | 1,070,000 |
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 200,000,000 shares, 25,627,565 and 22,588,184 issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 25,628 | 22,588 |
Additional paid in capital | 45,740,427 | 41,019,251 |
Common stock subscription | 239,970 | 0 |
Accumulated deficit | (50,180,230) | (43,829,043) |
Total stockholders’ deficit | (4,174,205) | (2,787,204) |
Total liabilities and stockholders’ deficit | $ 1,099,825 | $ 1,241,958 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parentheticals) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Accounts payable and accrued expenses, related parties (in Dollars) | $ 10,990 | $ 15,755 |
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 | 200,000,000 |
Common stock, shares issued | 25,627,565 | 22,588,184 |
Common stock, shares outstanding | 25,627,565 | 22,588,184 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,005 | 1,070 |
Preferred stock, shares outstanding | 1,005 | 1,070 |
Preferred stock, liquidation preference (in Dollars) | $ 1,005,000 | $ 1,070,000 |
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 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Operating expenses: | ||||
Research and development | $ 1,339,039 | $ 1,153,043 | $ 2,677,643 | $ 1,579,157 |
General and administrative | 1,676,336 | 4,380,540 | 3,233,677 | 6,266,000 |
Depreciation | 2,997 | 2,333 | 6,066 | 5,241 |
Total operating expenses | 3,018,372 | 5,535,916 | 5,917,386 | 7,850,398 |
Loss from operations | (3,018,372) | (5,535,916) | (5,917,386) | (7,850,398) |
Other income (expense): | ||||
Loss on change in fair value of derivatives | (60,244) | (556,433) | (433,855) | (824,858) |
Interest income | 54 | 1 | 54 | 1 |
Loss before income taxes | (3,078,562) | (6,092,348) | (6,351,187) | (8,675,255) |
Income taxes (benefit) | 0 | 0 | 0 | 0 |
Net loss | (3,078,562) | (6,092,348) | (6,351,187) | (8,675,255) |
Preferred stock dividend | (22,863) | (28,497) | (46,608) | (60,741) |
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ (3,101,425) | $ (6,120,845) | $ (6,397,795) | $ (8,735,996) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (0.12) | $ (0.32) | $ (0.27) | $ (0.49) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 25,131,486 | 18,875,819 | 24,097,424 | 17,971,228 |
CONDENSED STATEMENT OF STOCKHOL
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - 6 months ended Jun. 30, 2017 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Subscription [Member] | Retained Earnings [Member] | Total |
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 | |||
Sale of common stock | $ 2,150 | 3,037,222 | $ 3,039,372 | ||
Sale of common stock (in Shares) | 2,149,529 | ||||
Common stock issued for services | $ 625 | 894,124 | $ 894,749 | ||
Common stock issued for services (in Shares) | 625,000 | 625,000 | |||
Common stock issued upon conversion of Series C Preferred Stock at $1.50 per share | $ 43 | 64,957 | $ 65,000 | ||
Common stock issued upon conversion of Series C Preferred Stock at $1.50 per share (in Shares) | 43,335 | 90,000 | |||
Common stock issued settlement of Series C Preferred Stock accrued dividends at $1.37 per share | $ 18 | 23,973 | $ 23,991 | ||
Common stock issued settlement of Series C Preferred Stock accrued dividends at $1.37 per share (in Shares) | 17,511 | ||||
Common stock received and canceled in connection with short term swing profit reimbursement | $ (11) | 11 | |||
Common stock received and canceled in connection with short term swing profit reimbursement (in Shares) | (10,744) | ||||
Common stock subscription received | $ 239,970 | 239,970 | |||
Reclassify fair value of derivative liability to equity upon conversion of Series C Preferred Stock to common shares | 15,676 | 15,676 | |||
Fair value of warrant issued to acquire research and development | 543,927 | 543,927 | |||
Stock based compensation | $ 215 | 187,894 | 188,109 | ||
Stock based compensation (in Shares) | 214,750 | ||||
Preferred Stock dividend | (46,608) | (46,608) | |||
Net loss | (6,351,187) | (6,351,187) | |||
Balance at Jun. 30, 2017 | $ 25,628 | $ 45,740,427 | $ 239,970 | $ (50,180,230) | $ (4,174,205) |
Balance (in Shares) at Jun. 30, 2017 | 25,627,565 | 25,627,565 |
CONDENSED STATEMENT OF STOCKHO6
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals) | 6 Months Ended |
Jun. 30, 2017$ / shares | |
Common stock issued upon conversion, per share | $ 1.50 |
Common stock issued settlement of Series C Preferred Stock accrued dividends, per share | $ 1.37 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,351,187) | $ (8,675,255) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 6,066 | 5,241 |
Equipment distribution as officer compensation | 3,210 | 0 |
Change in derivative liabilities | 433,855 | 824,858 |
Equity based compensation | 1,082,858 | 5,141,770 |
Fair value of issued warrant to acquire research and development | 543,927 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (40,759) | (110,235) |
Accounts payable | 870,186 | 46,963 |
Deferred rent payable | (1,114) | 533 |
Net cash used in operating activities | (3,452,958) | (2,766,125) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (1,620) | (5,555) |
Net cash used in investing activity | (1,620) | (5,555) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 3,039,372 | 2,523,787 |
Proceeds from common stock subscription | 239,970 | 0 |
Net cash provided by financing activities | 3,279,342 | 2,523,787 |
Net increase in cash and cash equivalents | (175,236) | (247,893) |
Cash and cash equivalents, beginning of the period | 1,055,895 | 953,234 |
Cash and cash equivalents, end of the period | 880,659 | 705,341 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 0 | 0 |
Cash paid during the period for income taxes | 0 | 0 |
Non cash investing and financing activities: | ||
Reclassify derivative liability to equity | 15,676 | 97,897 |
Series C Preferred Stock [Member] | ||
Non cash investing and financing activities: | ||
Common stock issued upon conversion preferred stock and accrued dividends | $ 88,991 | $ 465,355 |
NOTE 1 - NATURE OF OPERATIONS A
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION 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 is principally devoted to improving the quality of cardiac recordings obtained during EP studies and catheter ablation procedures. 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. The unaudited condensed interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The condensed balance sheet as of December 31, 2016 has been derived from audited financial statements. Operating results for the three and six months ended June 30, 2017 are not necessarily indicative of results that may be expected for the year ending December 31, 2017. These condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016 filed with the Company’s Form 10-K with the Securities and Exchange Commission on March 30, 2017. |
NOTE 2 - GOING CONCERN AND MANA
NOTE 2 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017, the Company had cash of $880,659 and working capital deficit (current liabilities in excess of current assets) of $3,213,349 principally due to the inclusion of non-cash derivative and warrant liabilities recorded in current liabilities. In addition, the Company raised approximately $3,000,000 in six months ended June 30, 2017 through the sale of common stock and warrants and approximately $507,000 subsequent to June 30, 2017 (See Note 12). As of June 30, 2017, excluding the derivative and warrant liabilities, the Company’s working capital deficit would have been $569,002. During the six months ended June 30, 2017, the Company used net cash in operating activities of $3,452,958. 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 June 30, 2017 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 - SUMMARY OF SIGNIFICANT
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. 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 June 30, 2017 and December 31, 2016, the Company did not have any derivative instruments that were designated as hedges. At June 30, 2017 and December 31, 2016, 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 $1,339,039 and $2,677,643 for the three and six months ended June 30, 2017; and $1,153,043 and $1,579,157 for the three and six months ended June 30, 2016, respectively. Net Earnings (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 June 30, 2017 and 2016 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 loss per share are as follows: June 30, 2017 June 30, 2016 Series C convertible preferred stock 670,000 726,667 Options to purchase common stock 8,245,190 8,450,190 Warrants to purchase common stock 11,019,913 8,145,722 Totals 19,935,103 17,322,579 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. As of June 30, 2017, the Company had 8,245,190 options outstanding to purchase shares of common stock, of which 7,273,218 were vested. As of December 31, 2016, the Company had 8,245,190 options outstanding to purchase shares of common stock, of which 7,028,639 were vested. 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. 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. Beginning on October 28, 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 Recent Accounting Pronouncements There are 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 financial statements, except as disclosed. |
NOTE 4 - PROPERTY AND EQUIPMENT
NOTE 4 - PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment as of June 30, 2017 and December 31, 2016 is summarized as follows: June 30, 2017 December 31, 2016 Computer equipment $ 82,101 $ 84,704 Furniture and fixtures 10,117 10,117 Subtotal 92,217 94,821 Less accumulated depreciation (75,685 ) (70,633 ) Property and equipment, net $ 16,532 $ 24,188 During the six months ended June 30, 2017, the Company distributed equipment with a book value of $3,210 to a prior employee in connection with a settlement agreement. 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 $2,997 and $6,066 for the three and six months ended June 30, 2017, respectively; and $2,333 and $5,241 for the three and six months ended June 30, 2016, respectively. |
NOTE 5 - ACCOUNTS PAYABLE AND A
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and December 31, 2016 consist of the following: June 30, 2017 December 31, 2016 Accrued accounting and legal $ 180,497 $ 120,464 Accrued reimbursements 10,990 43,116 Accrued consulting 43,702 1,192 Accrued research and development expenses 950,982 181,884 Accrued payroll 40,625 - Accrued office and other 246 10,202 Deferred rent 1,798 2,912 Accrued settlement related to arbitration 13,333 13,333 $ 1,242,173 $ 373,103 |
NOTE 6 - SERIES C 9% CONVERTIBL
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2017 | |
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. In June 2017, the Company issued an aggregate of 60,846 shares of its common stock in exchange for 65 shares of the Company’s Series C Preferred Stock and accrued dividends. Series C Preferred Stock issued and outstanding totaled 1,005 and 1,070 as of June 30, 2017 and December 31, 2016, respectively. As of June 30, 2017 and December 31, 2016, the Company has accrued $382,510 and $359,891 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 and has subsequently filed required registration statements to maintain effectiveness. |
NOTE 7 - WARRANT AND DERIVATIVE
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017, 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 $279,379 and $2,364,968, respectively. The Company recorded a loss from change in fair value of derivatives of $60,244 and $433,855 for the three and six months ended June 30, 2017, respectively, and $556,433 and $824,858 for the three and six months ended June 30, 2016, respectively. The fair values of the embedded derivatives as of June 30, 2017 were determined using the Multinomial Lattice pricing model and the following assumptions: estimated contractual term of 0.50 to 2.86 years, a risk free interest rate of 0.74% to 0.85%, a dividend yield of 0%, and volatility of 161%. |
NOTE 8 - STOCKHOLDER EQUITY
NOTE 8 - STOCKHOLDER EQUITY | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and December 31, 2016, 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 June 30, 2017 and December 31, 2016, there were 0 and 0 Series A and Series B preferred stock outstanding and 1,005 and 1,070 outstanding shares of Series C preferred stock, respectively. In June 2017, the Company issued 60,846 shares of its common stock in exchange for 65 shares of the Company’s Series C Preferred Stock and accrued dividends. Common stock The Company is authorized to issue 200,000,000 shares of $0.001 par value common stock. As of June 30, 2017 and December 31, 2016, the Company had 25,627,565 and 22,588,184 shares issued and outstanding, respectively. During the six months ended June 30, 2017, the Company issued an aggregate of 625,000 shares of its common stock for services totaling $894,749 ($1.43 per share). During the six months ended June 30, 2017, the Company entered into securities purchase agreements with investors pursuant to which the Company issued 2,149,529 shares of common stock and 1,068,338 warrants for aggregate proceeds of $3,039,372, net of $184,922 in expenses. During the six months ended June 30, 2017, the Company issued an aggregate of 90,000 and 124,750 shares of its common stock for vested restricted stock units and stock based compensation previously accrued in 2016. In April 2017, the Company received and canceled 10,744 shares of its common stock as payment for short-swing profit pursuant to Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended from an officer and member of the Company’s Board of Directors. |
NOTE 9 - OPTIONS, RESTRICTED ST
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS | 6 Months Ended |
Jun. 30, 2017 | |
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 following table presents information related to stock options at June 30, 2017: 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 5.7 1,865,142 2.01-3.00 5,650,548 3.3 5,108,076 3.01-4.00 300,000 7.8 300,000 8,245,190 4.1 7,273,218 A summary of the stock option activity and related information for the 2012 Plan for the six months ended June 30, 2017 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at December 31, 2016 8,245,190 $ 2.24 5.8 $ - Grants - 0 $ - Exercised - Canceled - Outstanding at June 30, 2017 8,245,190 $ 2.24 4.1 $ 26,200 Exercisable at June 30, 2017 7,273,218 $ 2.27 2.3 $ 22,350 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 $1.47 as of June 30, 2017, 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 six months ended June 30, 2017 and 2016 was estimated using the Black-Scholes pricing model. The fair value of all options vesting during the three and six months ended June 30, 2017 of $54,243 and $97,227, respectively and during the three and six months ended June 30, 2016 of $1,597,152 and $2,294,801, respectively, was charged to current period operations. Unrecognized compensation expense of $189,284 and $310,817 at June 30, 2017 and December 31, 2016, 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: Total restricted shares issued as of December 31, 2016 135,000 Granted - Vested (90,000 ) Vested restricted shares as of June 30, 2017 - Unvested restricted shares as of June 30, 2017 45,000 Stock based compensation expense related to restricted stock grants was $26,869 and $90,882 for the three and six months ended June 30, 2017; $3,302 and $53,386 for the three and six months ended June 30, 2016. As of June 30, 2017, the stock-based compensation relating to restricted stock of $5,680 remains unamortized. Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at June 30, 2017: Exercise Number Expiration Price Outstanding Date $ 0.001 383,320 January 2020 $ 1.50 6,898,267 February 2018 to June2020 $ 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 $ 2.50 100,000 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 11,019,913 On February 9, 2017, the Company exchanged 38,572 warrants with an exercise price of $2.10 with 45,001 warrants with an exercise price of $1.50, all other terms and conditions the same, to 2016 investors to adjust offered terms in connection with the Company’s equity raise with other investors. On February 10, 2017, the Company issued an aggregate of 300,628 warrants to purchase the Company’s common stock at $1.50 per share, expiring on February 10, 2020, in connection with the sale of the Company’s common stock. On March 10, 2017, the Company issued an aggregate of 197,159 warrants to purchase the Company’s common stock at $1.50 per share, expiring on March 10, 2020, in connection with the sale of the Company’s common stock. On March 15, 2017, the Company issued 630,000 warrants to purchase the Company’s common stock at $1.50 per share, expiring on March 15, 2020, to Mayo Foundation in connection with a know-how licensing agreement (See Note 10). The fair value of the of the issued warrants of $543,927, determined using the Black-Scholes option model with an estimated volatility of 105.22%, risk free rate of 1.599%, dividend yield of -0- and fair value of the Company’s common stock of $1.37, was charged to current period operations as acquired research and development. On March 31, 2017, the Company issued an aggregate of 157,250 warrants to purchase the Company’s common stock at $1.50 per share, expiring on March 31, 2020, in connection with the sale of the Company’s common stock. On April 6, 2017, the Company issued an aggregate of 288,300 warrants to purchase the Company’s common stock at $1.50 per share, expiring on April 6, 2020, in connection with the sale of the Company’s common stock. On May 5, 2017, the Company issued an aggregate of 6,667 warrants to purchase the Company’s common stock at $1.50 per share, expiring on May 5, 2020, in connection with the sale of the Company’s common stock. On May 17, 2017, the Company issued an aggregate of 186,957 warrants to purchase the Company’s common stock at $1.50 per share, expiring on May 17, 2020, for placement agent services in connection with the sale of the Company’s common stock. On June 20, 2017, the Company issued 10,000 warrants to purchase the Company’s common stock at $1.50 per share, expiring on June 20, 2020, in connection with the sale of the Company’s common stock. On June 30, 2017, the Company issued an aggregate of 108,334 warrants to purchase the Company’s common stock at $1.50 per share, expiring on June 20, 2020, in connection with the sale of the Company’s common stock. Stock based compensation related to warrants issued for services was $0 for the three and six months ended June 30, 2017 and $19,883 and $56,288 for the three and six months ended June 30, 2016, respectively. A summary of the warrant activity for the six months ended June 30, 2017 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at December 31, 2016 9,128,189 $ 1.96 2.1 $ 494,099 Grants 1,930,296 $ 1.50 3.0 - Exercised - Canceled (38,572 ) $ 2.10 2.4 - Outstanding at June 30, 2017 11,019,913 $ 1.87 1.8 $ 563,097 Vested and expected to vest at June 30, 2017 11,019,913 $ 1.87 1.8 $ 563,097 Exercisable at June 30, 2017 11,019,913 $ 1.87 1.8 $ 563,097 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 $1.47 as of June 30, 2017, which would have been received by the warrant holders had those warrant holders exercised their warrants as of that date. |
NOTE 10 - COMMITMENTS AND CONTI
NOTE 10 - COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 – COMMITMENTS AND CONTINGENCIES On March 15, 2017, the Company entered into a know-how license agreement with Mayo Foundation for Medical Education and Research whereby the Company was granted an exclusive license, with the right to sublicense, certain know how and patent applications in the field of signal processing, physiologic recording, electrophysiology recording, electrophysiology software and autonomics to develop, make and offer for sale. The agreement expires in ten years from the effective date. The Company is obligated to pay to Mayo Foundation a 1% or 2% royalty payment on net sales of licensed products, as defined. In consideration, the Company issued 630,000 warrants to acquire the Company’s common stock at an exercise price of $1.50, expiring on March 15, 2020. |
NOTE 11 - FAIR VALUE MEASUREMEN
NOTE 11 - FAIR VALUE MEASUREMENT | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 11 – 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 June 30, 2017 and December 31, 2016, 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 June 30, 2017 and December 31, 2016, the Company did not have any derivative instruments that were designated as hedges. The derivative and warrant liability as of June 30, 2017, in the amount of $279,379 and $2,364,968, 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 June 30, 2017: Warrant Liability Derivative Balance, December 31, 2016 $ 1,937,234 $ 288,934 Total (gains) losses Transfers out due to conversion of Series C Preferred Stock - (15,676 ) Mark to market to June 30, 2017 427,734 6,121 Balance, June 30, 2017 $ 2,364,968 $ 279,379 Loss on change in warrant and derivative liabilities for the six months ended June 30, 2017 $ (427,734 ) $ (6,121 ) 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 increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing 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 12 - SUBSEQUENT EVENTS
NOTE 12 - SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 12 – SUBSEQUENT EVENTS On July 11, 2017 the Company issued 19,844 shares of its common stock in exchange for 20 shares of the Company’s Series C Preferred Stock and accrued dividends. On July 13, 2017, the Company issued an aggregate of 160,000 shares of its common stock and warrants to purchase 80,000 shares of our common stock at $1.50, expiring three years from issuance for common stock subscriptions previously received. On July 13, 2017, the Company entered into securities purchase agreements with investors, pursuant to which the Company received from subscriptions for the purchase of 107,002 shares of the Company’s common stock and warrants to purchase 53,500 shares of our common stock at $1.50, expiring three years from issuance, for aggregate net cash proceeds of $160,425. The shares of common stock were issued on July 13, 2017. In July 21, 2017, the Company issued 15,000 shares of its common stock in payment of vested restricted share units. On August 1, 2017, the Company entered into securities purchase agreements with investors, pursuant to which the Company received from subscriptions for the purchase of 230,944 shares of the Company’s common stock and warrants to purchase 115,472 shares of our common stock at $1.50, expiring three years from issuance, for aggregate net cash proceeds of $346,227. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
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. |
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 June 30, 2017 and December 31, 2016, the Company did not have any derivative instruments that were designated as hedges. At June 30, 2017 and December 31, 2016, 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 $1,339,039 and $2,677,643 for the three and six months ended June 30, 2017; and $1,153,043 and $1,579,157 for the three and six months ended June 30, 2016, respectively. |
Earnings Per Share, Policy [Policy Text Block] | Net Earnings (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 June 30, 2017 and 2016 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 loss per share are as follows: June 30, 2017 June 30, 2016 Series C convertible preferred stock 670,000 726,667 Options to purchase common stock 8,245,190 8,450,190 Warrants to purchase common stock 11,019,913 8,145,722 Totals 19,935,103 17,322,579 |
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. As of June 30, 2017, the Company had 8,245,190 options outstanding to purchase shares of common stock, of which 7,273,218 were vested. As of December 31, 2016, the Company had 8,245,190 options outstanding to purchase shares of common stock, of which 7,028,639 were vested. |
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. |
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. Beginning on October 28, 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 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements There are 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 financial statements, except as disclosed. |
NOTE 3 - SUMMARY OF SIGNIFICA21
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 loss per share are as follows: June 30, 2017 June 30, 2016 Series C convertible preferred stock 670,000 726,667 Options to purchase common stock 8,245,190 8,450,190 Warrants to purchase common stock 11,019,913 8,145,722 Totals 19,935,103 17,322,579 |
NOTE 4 - PROPERTY AND EQUIPME22
NOTE 4 - PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment as of June 30, 2017 and December 31, 2016 is summarized as follows: June 30, 2017 December 31, 2016 Computer equipment $ 82,101 $ 84,704 Furniture and fixtures 10,117 10,117 Subtotal 92,217 94,821 Less accumulated depreciation (75,685 ) (70,633 ) Property and equipment, net $ 16,532 $ 24,188 |
NOTE 5 - ACCOUNTS PAYABLE AND23
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued expenses at June 30, 2017 and December 31, 2016 consist of the following: June 30, 2017 December 31, 2016 Accrued accounting and legal $ 180,497 $ 120,464 Accrued reimbursements 10,990 43,116 Accrued consulting 43,702 1,192 Accrued research and development expenses 950,982 181,884 Accrued payroll 40,625 - Accrued office and other 246 10,202 Deferred rent 1,798 2,912 Accrued settlement related to arbitration 13,333 13,333 $ 1,242,173 $ 373,103 |
NOTE 9 - OPTIONS, RESTRICTED 24
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017: 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 5.7 1,865,142 2.01-3.00 5,650,548 3.3 5,108,076 3.01-4.00 300,000 7.8 300,000 8,245,190 4.1 7,273,218 |
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 six months ended June 30, 2017 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at December 31, 2016 8,245,190 $ 2.24 5.8 $ - Grants - 0 $ - Exercised - Canceled - Outstanding at June 30, 2017 8,245,190 $ 2.24 4.1 $ 26,200 Exercisable at June 30, 2017 7,273,218 $ 2.27 2.3 $ 22,350 |
Nonvested Restricted Stock Shares Activity [Table Text Block] | The following table summarizes the restricted stock activity for the two years ended December 31, 2016: Total restricted shares issued as of December 31, 2016 135,000 Granted - Vested (90,000 ) Vested restricted shares as of June 30, 2017 - Unvested restricted shares as of June 30, 2017 45,000 |
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 June 30, 2017: Exercise Number Expiration Price Outstanding Date $ 0.001 383,320 January 2020 $ 1.50 6,898,267 February 2018 to June2020 $ 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 $ 2.50 100,000 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 11,019,913 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the warrant activity for the six months ended June 30, 2017 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at December 31, 2016 9,128,189 $ 1.96 2.1 $ 494,099 Grants 1,930,296 $ 1.50 3.0 - Exercised - Canceled (38,572 ) $ 2.10 2.4 - Outstanding at June 30, 2017 11,019,913 $ 1.87 1.8 $ 563,097 Vested and expected to vest at June 30, 2017 11,019,913 $ 1.87 1.8 $ 563,097 Exercisable at June 30, 2017 11,019,913 $ 1.87 1.8 $ 563,097 |
NOTE 11 - FAIR VALUE MEASUREM25
NOTE 11 - FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017: Warrant Liability Derivative Balance, December 31, 2016 $ 1,937,234 $ 288,934 Total (gains) losses Transfers out due to conversion of Series C Preferred Stock - (15,676 ) Mark to market to June 30, 2017 427,734 6,121 Balance, June 30, 2017 $ 2,364,968 $ 279,379 Loss on change in warrant and derivative liabilities for the six months ended June 30, 2017 $ (427,734 ) $ (6,121 ) |
NOTE 2 - GOING CONCERN AND MA26
NOTE 2 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Aug. 10, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
NOTE 2 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | $ 880,659 | $ 705,341 | $ 1,055,895 | $ 953,234 | |
Working Capital (Deficit) | (3,213,349) | ||||
Proceeds from Issuance of Common Stock | 3,039,372 | 2,523,787 | |||
Proceeds from Issuance or Sale of Equity | 239,970 | 0 | |||
Net Cash Provided by (Used in) Operating Activities | (3,452,958) | $ (2,766,125) | |||
Working Capital, Excluding Derivative and Warrant Liabilities [Member] | |||||
NOTE 2 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) [Line Items] | |||||
Working Capital (Deficit) | $ (569,002) | ||||
Subsequent Event [Member] | |||||
NOTE 2 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) [Line Items] | |||||
Proceeds from Issuance or Sale of Equity | $ 507,000 |
NOTE 3 - SUMMARY OF SIGNIFICA27
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||||
Research and Development Expense | $ 1,339,039 | $ 1,153,043 | $ 2,677,643 | $ 1,579,157 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 8,245,190 | 8,245,190 | 8,245,190 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 7,273,218 | 7,273,218 | 7,028,639 |
NOTE 3 - SUMMARY OF SIGNIFICA28
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 19,935,103 | 17,322,579 |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 670,000 | 726,667 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 8,245,190 | 8,450,190 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 11,019,913 | 8,145,722 |
NOTE 4 - PROPERTY AND EQUIPME29
NOTE 4 - PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
NOTE 4 - PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||
Gain (Loss) on Disposition of Property Plant Equipment | $ 3,210 | |||
Depreciation | $ 2,997 | $ 2,333 | $ 6,066 | $ 5,241 |
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 EQUIPME30
NOTE 4 - PROPERTY AND EQUIPMENT (Details) - Schedule of Property, Plant and Equipment - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 92,217 | $ 94,821 |
Less accumulated depreciation | (75,685) | (70,633) |
Property and equipment, net | 16,532 | 24,188 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 82,101 | 84,704 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 10,117 | $ 10,117 |
NOTE 5 - ACCOUNTS PAYABLE AND31
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Accrued accounting and legal | $ 180,497 | $ 120,464 |
Accrued reimbursements | 10,990 | 43,116 |
Accrued consulting | 43,702 | 1,192 |
Accrued research and development expenses | 950,982 | 181,884 |
Accrued payroll | 40,625 | 0 |
Accrued office and other | 246 | 10,202 |
Deferred rent | 1,798 | 2,912 |
Accrued settlement related to arbitration | 13,333 | 13,333 |
$ 1,242,173 | $ 373,103 |
NOTE 6 - SERIES C 9% CONVERTI32
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) - USD ($) | Mar. 15, 2017 | May 11, 2015 | Feb. 06, 2013 | Jan. 09, 2013 | Jun. 30, 2017 | 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 | Jun. 30, 2017 | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Rights, Granted | 374,641 | 1,330,627 | 1,930,296 | ||||||||||||||||||||
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 | 11,019,913 | 9,128,189 | 11,019,913 | ||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued (in Dollars) | $ 543,927 | ||||||||||||||||||||||
Temporary Equity, Amortization Period | 1 year | ||||||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability (in Dollars) | $ 506,348 | $ 279,379 | $ 288,934 | $ 1,242,590 | $ 1,242,590 | 279,379 | |||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.599% | ||||||||||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 105.22% | 141.00% | |||||||||||||||||||||
Conversion of Stock, Shares Issued | 60,846 | 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 | |||||||||
Derivative Liability, Current (in Dollars) | $ 334,784 | $ 2,364,968 | $ 1,937,234 | $ 4,097,444 | $ 4,097,444 | 2,364,968 | |||||||||||||||||
Dividends Payable, Current (in Dollars) | 382,510 | 359,891 | $ 382,510 | ||||||||||||||||||||
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. | ||||||||||||||||||||||
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) | $ 1,005,000 | $ 1,070,000 | $ 1,005,000 | $ 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) | $ 1,814,910 | ||||||||||||||||||||||
Conversion of Stock, Shares Converted | 65 | 20 | 70 | 236 | 75 | 100 | 117 | 170 | 200 | 350 | 323 | 180 | 200 | ||||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants (in Dollars) | $ 450,000 | ||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 1,005 | 1,070 | 1,005 | ||||||||||||||||||||
Temporary Equity, Shares Issued | 1,005 | 1,070 | 1,005 | ||||||||||||||||||||
Full-Ratchet Anti-Dilution Protection Provision [Member] | Series C Preferred Stock [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 | ||||||||||||||||||||||
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% | ||||||||||||||||||||||
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% | ||||||||||||||||||||||
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] | |||||||||||||||||||||||
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% | |||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 140.00% | 161.00% | |||||||||||||||||||||
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 Financial Instruments [Member] | Minimum [Member] | |||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | |||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 6 months | ||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.56% | 0.74% | |||||||||||||||||||||
Embedded Derivative Financial Instruments [Member] | Maximum [Member] | |||||||||||||||||||||||
NOTE 6 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | |||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 2 years 313 days | ||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.89% | 0.85% | |||||||||||||||||||||
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 |
NOTE 7 - WARRANT AND DERIVATI33
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES (Details) - USD ($) | Mar. 15, 2017 | May 11, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES (Details) [Line Items] | ||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 506,348 | $ 279,379 | $ 1,242,590 | $ 279,379 | $ 288,934 | |||
Derivative Liability, Current | $ 334,784 | 2,364,968 | $ 4,097,444 | 2,364,968 | $ 1,937,234 | |||
Fair Value Assumptions, Risk Free Interest Rate | 1.599% | |||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||||
Fair Value Assumptions, Expected Volatility Rate | 105.22% | 141.00% | ||||||
Derivative, Gain (Loss) on Derivative, Net | $ (60,244) | $ (556,433) | $ (433,855) | $ (824,858) | ||||
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 | |||||||
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 | |||||||
Embedded Derivative Financial Instruments [Member] | ||||||||
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES (Details) [Line Items] | ||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.25% | |||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||||
Fair Value Assumptions, Expected Volatility Rate | 140.00% | 161.00% | ||||||
Fair Value Assumptions, Expected Term | 2 years | |||||||
Embedded Derivative Financial Instruments [Member] | Minimum [Member] | ||||||||
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES (Details) [Line Items] | ||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.56% | 0.74% | ||||||
Fair Value Assumptions, Expected Term | 6 months | |||||||
Embedded Derivative Financial Instruments [Member] | Maximum [Member] | ||||||||
NOTE 7 - WARRANT AND DERIVATIVE LIABILITIES (Details) [Line Items] | ||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.89% | 0.85% | ||||||
Fair Value Assumptions, Expected Term | 2 years 313 days |
NOTE 8 - STOCKHOLDER EQUITY (De
NOTE 8 - STOCKHOLDER EQUITY (Details) - USD ($) | May 11, 2015 | Jan. 09, 2013 | Jun. 30, 2017 | Apr. 30, 2017 | 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 | Jun. 30, 2017 | Jun. 30, 2016 | Jul. 31, 2013 |
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||
Preferred Stock, Shares Authorized | 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 | |||||||||||||||||
Conversion of Stock, Shares Issued | 60,846 | 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 | ||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Common Stock, Shares, Outstanding | 25,627,565 | 22,588,184 | 25,627,565 | |||||||||||||||||
Common Stock, Shares, Issued | 25,627,565 | 22,588,184 | 25,627,565 | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 625,000 | |||||||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 894,749 | |||||||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 1.43 | $ 1.43 | ||||||||||||||||||
Class of Warrant or Rights, Granted | 374,641 | 1,330,627 | 1,930,296 | |||||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 239,970 | $ 0 | ||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 90,000 | |||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 124,750 | |||||||||||||||||||
Stock Repurchased and Retired During Period, Shares | 10,744 | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||
Preferred Stock, Shares Authorized | 200 | 200 | 200 | |||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||
Preferred Stock, Shares Authorized | 600 | 600 | 600 | |||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||
Preferred Stock, Shares Authorized | 4,200 | 4,200 | 4,200 | |||||||||||||||||
Preferred Stock, Shares Outstanding | 1,005 | 1,070 | 1,005 | |||||||||||||||||
Conversion of Stock, Shares Converted | 65 | 20 | 70 | 236 | 75 | 100 | 117 | 170 | 200 | 350 | 323 | 180 | 200 | |||||||
Stock Issued During Period, Shares, New Issues | 450 | 2,181 | ||||||||||||||||||
Securities Purchase Agreements [Member] | ||||||||||||||||||||
NOTE 8 - STOCKHOLDER EQUITY (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,149,529 | |||||||||||||||||||
Class of Warrant or Rights, Granted | 1,068,338 | |||||||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 3,039,372 | |||||||||||||||||||
Payments of Stock Issuance Costs (in Dollars) | $ 184,922 |
NOTE 9 - OPTIONS, RESTRICTED 35
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - USD ($) | Jun. 30, 2017 | Jun. 20, 2017 | May 17, 2017 | May 05, 2017 | Apr. 06, 2017 | Mar. 31, 2017 | Mar. 15, 2017 | Mar. 10, 2017 | Feb. 10, 2017 | Feb. 09, 2017 | May 11, 2015 | Jan. 09, 2013 | Oct. 19, 2012 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||||||
Share Price (in Dollars per share) | $ 1.47 | $ 1.37 | $ 1.47 | $ 1.47 | |||||||||||||||
Share-based Compensation | $ 1,082,858 | $ 5,141,770 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | $ 2.61 | |||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 374,641 | 1,330,627 | 1,930,296 | ||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 105.22% | 141.00% | |||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.599% | ||||||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||||||||||||||||
Warrants at $2.10 [Member] | |||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||||||
Warrants, Exchanged (in Shares) | 38,572 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.10 | ||||||||||||||||||
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 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||||||
Class of Warrant or Rights, Granted (in Shares) | 108,334 | 10,000 | 186,957 | 6,667 | 288,300 | 157,250 | 630,000 | 197,159 | 300,628 | 45,001 | |||||||||
Warrant, Expriation Date | Jun. 20, 2020 | Jun. 20, 2020 | May 17, 2020 | May 5, 2020 | Apr. 6, 2020 | Mar. 31, 2020 | Mar. 15, 2020 | Mar. 10, 2020 | Feb. 10, 2020 | ||||||||||
Warrants, Fair Value of Warrants, Granted | $ 543,927 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||||||
Share-based Compensation | $ 0 | $ 19,883 | $ 0 | 56,288 | |||||||||||||||
Maximum [Member] | |||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.89% | ||||||||||||||||||
Employee Stock Option [Member] | 2012 Equity Incentive Plan [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 (in Shares) | 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. | ||||||||||||||||||
Share Price (in Dollars per share) | $ 1.47 | $ 1.47 | $ 1.47 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 54,243 | 1,597,152 | $ 97,227 | 2,294,801 | |||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 189,284 | 189,284 | 189,284 | $ 310,817 | |||||||||||||||
Employee Stock Option [Member] | Maximum [Member] | 2012 Equity Incentive Plan [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 | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||||||
Share-based Compensation | 26,869 | $ 3,302 | 90,882 | $ 53,386 | |||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 5,680 | $ 5,680 | $ 5,680 |
NOTE 9 - OPTIONS, RESTRICTED 36
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of Options | 8,245,190 | 8,245,190 |
Options Outstanding, Weighted Average Remaining Life | 4 years 36 days | 5 years 292 days |
Options Exercisable, Number of Options | 7,273,218 | |
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 | 5 years 255 days | |
Options Exercisable, Number of Options | 1,865,142 | |
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 | 3 years 109 days | |
Options Exercisable, Number of Options | 5,108,076 | |
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 | 7 years 292 days | |
Options Exercisable, Number of Options | 300,000 |
NOTE 9 - OPTIONS, RESTRICTED 37
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | ||
Options Outstanding, Shares | 8,245,190 | 8,245,190 |
Options Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 2.24 | $ 2.24 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 4 years 36 days | 5 years 292 days |
Options Outstanding, Aggregate Intrinsic Value (in Dollars) | $ 26,200 | $ 0 |
Options Exercisable, Shares | 7,273,218 | 7,028,639 |
Options Exercisable, Weighted-Average Exercise Price (in Dollars per share) | $ 2.27 | |
Options Exercisable, Weighted-Average Remaining Contractual Term | 2 years 109 days | |
Options Exercisable, Aggregate Intrinsic Value (in Dollars) | $ 22,350 | |
Options Granted, Shares | 0 | |
Options Granted, Weighted-Average Remaining Contractual Term | 0 years | |
Options Exercised, Shares | 0 | |
Options Exercised, Weighted-Average Exercise Price (in Dollars per share) | $ 0 | |
Options Canceled, Shares | 0 |
NOTE 9 - OPTIONS, RESTRICTED 38
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Nonvested Restricted Stock Shares Activity - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2017shares | |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Nonvested Restricted Stock Shares Activity [Line Items] | |
Total restricted shares issued as of December 31, 2016 | 135,000 |
Granted | 0 |
Vested | (90,000) |
Vested restricted shares as of June 30, 2017 | 0 |
Unvested restricted shares as of June 30, 2017 | 45,000 |
NOTE 9 - OPTIONS, RESTRICTED 39
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range - $ / shares | 6 Months Ended | ||||||||||||
Jun. 30, 2017 | Jun. 20, 2017 | May 17, 2017 | May 05, 2017 | Apr. 06, 2017 | Mar. 31, 2017 | Mar. 15, 2017 | Mar. 10, 2017 | Feb. 10, 2017 | Feb. 09, 2017 | Dec. 31, 2016 | May 11, 2015 | 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 | 11,019,913 | 9,128,189 | |||||||||||
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 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||
Number of Warrants Outstanding | 6,898,267 | ||||||||||||
Expiration Date, Warrants | February 2018 to June2020 | ||||||||||||
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 $2.50 [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 40
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - USD ($) | May 11, 2015 | Jan. 09, 2013 | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | ||||
Warrants Outstanding, Shares | 11,019,913 | 9,128,189 | ||
Warrants Outstanding, Weighted-Average Exercise Price | $ 1.87 | $ 1.96 | ||
Warrants Outstanding, Weighted-Average Remaining Contractual Term | 1 year 292 days | 2 years 36 days | ||
Warrants Outstanding, Aggregate Intrinsic Value | $ 563,097 | $ 494,099 | ||
Warrants Vested and expected to vest, Shares | 11,019,913 | |||
Warrants Vested and expected to vest, Weighted-Average Exercise Price | $ 1.87 | |||
Warrants Vested and expected to vest, Weighted-Average Remaining Contractual Term | 1 year 292 days | |||
Warrants Vested and expected to vest, Aggregate Intrinsic Value | $ 563,097 | |||
Warrants Exercisable, Shares | 11,019,913 | |||
Warrants Exercisable, Weighted-Average Exercise Price | $ 1.87 | |||
Warrants Exercisable, Weighted-Average Remaining Contractual Term | 1 year 292 days | |||
Warrants Exercisable, Aggregate Intrinsic Value | $ 563,097 | |||
Warrants Granted, Shares | 374,641 | 1,330,627 | 1,930,296 | |
Warrants Granted, Weighted-Average Exercise Price | $ 1.50 | |||
Warrants Granted, Weighted-Average Remaining Contractual Term | 3 years | |||
Warrants Exercised, Shares | 0 | |||
Warrants Exercised, Weighted-Average Exercise Price | $ 0 | |||
Warrants Canceled, Shares | (38,572) | |||
Warrants Canceled, Weighted-Average Exercise Price | $ 2.10 | |||
Warrants Canceled, Weighted-Average Remaining Contractual Term | 2 years 146 days |
NOTE 10 - COMMITMENTS AND CON41
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) - $ / shares | Jun. 30, 2017 | Jun. 20, 2017 | May 17, 2017 | May 05, 2017 | Apr. 06, 2017 | Mar. 31, 2017 | Mar. 15, 2017 | Mar. 10, 2017 | Feb. 10, 2017 | Feb. 09, 2017 | May 11, 2015 | Jan. 09, 2013 | Jun. 30, 2017 |
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Agreement, Term | 10 years | ||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 374,641 | 1,330,627 | 1,930,296 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | $ 2.61 | |||||||||||
Warrants at $1.50 [Member] | |||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 108,334 | 10,000 | 186,957 | 6,667 | 288,300 | 157,250 | 630,000 | 197,159 | 300,628 | 45,001 | |||
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 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | ||
Warrant, Expriation Date | Jun. 20, 2020 | Jun. 20, 2020 | May 17, 2020 | May 5, 2020 | Apr. 6, 2020 | Mar. 31, 2020 | Mar. 15, 2020 | Mar. 10, 2020 | Feb. 10, 2020 | ||||
Minimum [Member] | |||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Royalty Percentage of Net Sales | 1.00% | ||||||||||||
Maximum [Member] | |||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Royalty Percentage of Net Sales | 2.00% |
NOTE 11 - FAIR VALUE MEASUREM42
NOTE 11 - FAIR VALUE MEASUREMENT (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | May 11, 2015 | Mar. 31, 2015 |
Fair Value Disclosures [Abstract] | ||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 279,379 | $ 288,934 | $ 506,348 | $ 1,242,590 |
Derivative Liability, Current | $ 2,364,968 | $ 1,937,234 | $ 334,784 | $ 4,097,444 |
NOTE 11 - FAIR VALUE MEASUREM43
NOTE 11 - FAIR VALUE MEASUREMENT (Details) - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
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 | $ (60,244) | $ (556,433) | $ (433,855) | $ (824,858) |
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance | 1,937,234 | |||
Loss on change in warrant and derivative liabilities for the year ended December 31, 2016 | (427,734) | |||
Transfers out due to conversion of Series C Preferred Stock | 0 | |||
Transfers out due to conversion of Series C Preferred Stock | 0 | |||
Mark to market | 427,734 | |||
Balance | 2,364,968 | 2,364,968 | ||
Embedded Derivative Financial Instruments [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance | 288,934 | |||
Loss on change in warrant and derivative liabilities for the year ended December 31, 2016 | (6,121) | |||
Transfers out due to conversion of Series C Preferred Stock | 15,676 | |||
Transfers out due to conversion of Series C Preferred Stock | (15,676) | |||
Mark to market | 6,121 | |||
Balance | $ 279,379 | $ 279,379 |
NOTE 12 - SUBSEQUENT EVENTS (De
NOTE 12 - SUBSEQUENT EVENTS (Details) - USD ($) | Aug. 01, 2017 | Jul. 21, 2017 | Jul. 13, 2017 | Jul. 11, 2017 | May 11, 2015 | Jan. 09, 2013 | Aug. 10, 2017 | Jun. 30, 2017 | 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 | Jun. 30, 2017 | Jun. 30, 2016 | Jul. 31, 2013 |
NOTE 12 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 60,846 | 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 | ||||||||||
Class of Warrant or Rights, Granted | 374,641 | 1,330,627 | 1,930,296 | |||||||||||||||||||||
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 | ||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 239,970 | $ 0 | ||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||
NOTE 12 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 65 | 20 | 70 | 236 | 75 | 100 | 117 | 170 | 200 | 350 | 323 | 180 | 200 | |||||||||||
Stock Issued During Period, Shares, New Issues | 450 | 2,181 | ||||||||||||||||||||||
Securities Purchase Agreements [Member] | ||||||||||||||||||||||||
NOTE 12 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,149,529 | |||||||||||||||||||||||
Class of Warrant or Rights, Granted | 1,068,338 | |||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 3,039,372 | |||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
NOTE 12 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 19,844 | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 160,000 | |||||||||||||||||||||||
Class of Warrant or Rights, Granted | 80,000 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | |||||||||||||||||||||||
Warrants, Term of Warrants | 3 years | |||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 507,000 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 15,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||
NOTE 12 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 20 | |||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||||||||||
NOTE 12 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 230,944 | 107,002 | ||||||||||||||||||||||
Class of Warrant or Rights, Granted | 115,472 | 53,500 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | $ 1.50 | ||||||||||||||||||||||
Warrants, Term of Warrants | 3 years | 3 years | ||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 346,227 | $ 160,425 |