Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 23, 2019 | |
Document Information Line Items | ||
Entity Registrant Name | BIOSIG TECHNOLOGIES, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 22,172,170 | |
Amendment Flag | false | |
Entity Central Index Key | 0001530766 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 12,308,578 | $ 4,450,160 |
Vendor deposits | 430,444 | 100,000 |
Prepaid expenses | 143,499 | 78,442 |
Total current assets | 12,882,521 | 4,628,602 |
Property and equipment, net | 102,043 | 44,346 |
Right-to-use assets, net | 732,411 | 0 |
Other assets: | ||
Patents, net | 369,288 | 268,796 |
Trademarks | 1,125 | 850 |
Prepaid expenses, long term | 32,101 | 0 |
Deposits | 101,839 | 54,238 |
Total assets | 14,221,328 | 4,996,832 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $9,014 and $32,366 to related parties as of September 30, 2019 and December 31, 2018, respectively | 724,450 | 954,655 |
Dividends payable | 123,601 | 242,908 |
Lease liability, short term | 365,351 | 0 |
Total current liabilities | 1,213,402 | 1,197,563 |
Lease liability, long term | 375,167 | 0 |
Total debt | 1,588,569 | 1,197,563 |
Convertible Preferred Stock | 215,000 | 475,000 |
Equity: | ||
Preferred stock | 0 | 0 |
Common stock, $0.001 par value, authorized 200,000,000 shares, 22,032,342 and 16,868,783 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 22,032 | 16,869 |
Additional paid in capital | 101,483,612 | 74,039,341 |
Subscriptions | 501,000 | 0 |
Accumulated deficit | (89,994,559) | (70,731,941) |
Total stockholders' equity attributable to BioSig Technologies, Inc | 12,012,085 | 3,324,269 |
Non-controlling interest | 405,674 | 0 |
Total stockholders' equity (deficit) | 12,417,759 | 3,324,269 |
Total liabilities and stockholders' equity (deficit) | $ 14,221,328 | $ 4,996,832 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Accounts payable and accrued expenses, related parties (in Dollars) | $ 9,014 | $ 32,366 |
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 | 22,032,342 | 16,868,783 |
Common stock, shares outstanding | 22,032,342 | 16,868,783 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares issued | 215 | 475 |
Preferred stock, shares outstanding | 215 | 475 |
Preferred stock, liquidation preference (in Dollars) | $ 215,000 | $ 475,000 |
Preferred stock, shares authorized | 4,200 | 4,200 |
Preferred stock, shares outstanding | 215 | 475 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 200 | 200 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 600 | 600 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,400 | 1,400 |
Preferred stock, shares outstanding | 0 | 0 |
Series E Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating expenses: | ||||
Research and development | $ 1,643,659 | $ 744,173 | $ 4,950,457 | $ 3,056,101 |
General and administrative | 3,841,189 | 2,405,722 | 14,380,898 | 8,492,070 |
Depreciation and amortization | 18,510 | 2,977 | 36,424 | 8,806 |
Total operating expenses | 5,503,358 | 3,152,872 | 19,367,779 | 11,556,977 |
Loss from operations | (5,503,358) | (3,152,872) | (19,367,779) | (11,556,977) |
Other income (expense): | ||||
Interest income, net | 39,354 | 1,943 | 84,623 | 2,291 |
Loss before income taxes | (5,464,004) | (3,150,929) | (19,283,156) | (11,554,686) |
Income taxes (benefit) | 0 | 0 | 0 | 0 |
Net loss | (5,464,004) | (3,150,929) | (19,283,156) | (11,554,686) |
Preferred stock dividend | (4,877) | (194,433) | (20,286) | (780,346) |
Net loss attributable to common stockholders | (5,468,881) | (3,345,362) | (19,303,442) | (12,335,032) |
Non-controlling interest | 20,538 | 0 | 20,538 | 0 |
NET LOSS ATTRIBUTABLE TO BIOSIG TECHNOLOGIES, INC. | $ (5,448,343) | $ (3,345,362) | $ (19,282,904) | $ (12,335,032) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (0.25) | $ (0.22) | $ (0.96) | $ (0.89) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 21,809,998 | 15,529,568 | 20,124,322 | 13,784,553 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member]Series E Preferred Stock [Member]Settlement of Preferred Stock [Member] | Common Stock [Member]Series E Preferred Stock [Member] | Common Stock [Member]Series C Preferred Stock [Member]Settlement of Preferred Stock [Member] | Common Stock [Member]Series C Preferred Stock [Member] | Common Stock [Member]Series D Preferred Stock [Member]Settlement of Preferred Stock [Member] | Common Stock [Member]Series D Preferred Stock [Member] | Common Stock [Member]Cashless Exercise of Warrants [Member] | Common Stock [Member]Stock in Exchange for Proceeds of Exercise of Warrants [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Series E Preferred Stock [Member]Settlement of Preferred Stock [Member] | Additional Paid-in Capital [Member]Series E Preferred Stock [Member] | Additional Paid-in Capital [Member]Series C Preferred Stock [Member]Settlement of Preferred Stock [Member] | Additional Paid-in Capital [Member]Series C Preferred Stock [Member] | Additional Paid-in Capital [Member]Series D Preferred Stock [Member]Settlement of Preferred Stock [Member] | Additional Paid-in Capital [Member]Series D Preferred Stock [Member] | Additional Paid-in Capital [Member]Cashless Exercise of Warrants [Member] | Additional Paid-in Capital [Member]Stock in Exchange for Proceeds of Exercise of Warrants [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Receivables from Stockholder [Member] | Preferred Stock [Member]Series E Preferred Stock [Member] | Preferred Stock [Member]Series D Preferred Stock [Member] | Series E Preferred Stock [Member]Settlement of Preferred Stock [Member] | Series E Preferred Stock [Member] | Series C Preferred Stock [Member]Settlement of Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member]Settlement of Preferred Stock [Member] | Cashless Exercise of Warrants [Member] | Stock in Exchange for Proceeds of Exercise of Warrants [Member] | Total |
Balance at Dec. 31, 2017 | $ 11,728 | $ 53,233,228 | $ (56,524,786) | $ 29,985 | $ 1 | $ (3,249,844) | |||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2017 | 11,728,482 | 1,334 | |||||||||||||||||||||||||||||
Fair value reclassification | 3,044,162 | 3,044,162 | |||||||||||||||||||||||||||||
Common stock issued for services | $ 621 | 2,768,179 | 2,768,800 | ||||||||||||||||||||||||||||
Common stock issued for services (in Shares) | 620,400 | ||||||||||||||||||||||||||||||
Sale of common stock | $ 2,123 | $ 1,492,968 | 9,167,583 | (29,985) | $ 1 | $ 1,492,969 | 9,139,721 | ||||||||||||||||||||||||
Sale of common stock (in Shares) | 2,123,078 | 1,000 | |||||||||||||||||||||||||||||
Common stock issued upon exercise of warrants | $ 19 | $ 531 | $ (19) | 2,019,811 | 2,020,342 | ||||||||||||||||||||||||||
Common stock issued upon exercise of warrants (in Shares) | 18,872 | 530,780 | |||||||||||||||||||||||||||||
Change in fair value of modified options | 0 | ||||||||||||||||||||||||||||||
Stock based compensation | 1,574,106 | 1,574,106 | |||||||||||||||||||||||||||||
Preferred stock dividend | (780,346) | (780,346) | |||||||||||||||||||||||||||||
Net loss | (11,554,686) | (11,554,686) | |||||||||||||||||||||||||||||
Common stock issued upon exercise of options | $ 140 | 615,460 | 615,600 | ||||||||||||||||||||||||||||
Common stock issued upon exercise of options (in Shares) | 140,001 | ||||||||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends | $ 250 | $ 136 | $ 534 | (249) | $ 509,864 | $ (533) | $ (1) | $ (1) | $ 510,000 | ||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends (in Shares) | 250,000 | 136,002 | 533,600 | (625) | (1,334) | ||||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends | $ 42 | $ 56 | $ 158 | $ 196,833 | $ 234,403 | $ 540,113 | $ 196,875 | $ 234,459 | $ 540,271 | ||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends (in Shares) | 42,356 | 56,000 | 158,365 | ||||||||||||||||||||||||||||
Balance at Sep. 30, 2018 | $ 16,338 | 71,571,401 | (65,035,310) | 6,552,429 | |||||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2018 | 16,337,936 | 375 | |||||||||||||||||||||||||||||
Balance at Jun. 30, 2018 | $ 14,683 | 64,947,253 | (61,884,381) | $ 1 | 3,077,556 | ||||||||||||||||||||||||||
Balance (in Shares) at Jun. 30, 2018 | 14,683,722 | 1,000 | |||||||||||||||||||||||||||||
Common stock issued for services | $ 41 | 237,259 | 237,300 | ||||||||||||||||||||||||||||
Common stock issued for services (in Shares) | 40,400 | ||||||||||||||||||||||||||||||
Sale of common stock | $ 710 | 3,870,566 | 3,871,276 | ||||||||||||||||||||||||||||
Sale of common stock (in Shares) | 709,876 | ||||||||||||||||||||||||||||||
Common stock issued upon exercise of warrants | $ 19 | $ 417 | (19) | 1,592,029 | 1,592,446 | ||||||||||||||||||||||||||
Common stock issued upon exercise of warrants (in Shares) | 18,872 | 416,674 | |||||||||||||||||||||||||||||
Stock based compensation | 160,085 | 160,085 | |||||||||||||||||||||||||||||
Preferred stock dividend | (194,433) | (194,433) | |||||||||||||||||||||||||||||
Net loss | (3,150,929) | (3,150,929) | |||||||||||||||||||||||||||||
Common stock issued upon exercise of options | $ 140 | 615,460 | 615,600 | ||||||||||||||||||||||||||||
Common stock issued upon exercise of options (in Shares) | 140,001 | ||||||||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends | $ 250 | $ 27 | $ (249) | 99,973 | $ (1) | 100,000 | |||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends (in Shares) | 250,000 | 26,667 | (625) | ||||||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends | $ 42 | $ 9 | $ 196,833 | 46,644 | $ 196,875 | 46,653 | |||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends (in Shares) | 42,356 | 9,368 | |||||||||||||||||||||||||||||
Balance at Sep. 30, 2018 | $ 16,338 | 71,571,401 | (65,035,310) | 6,552,429 | |||||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2018 | 16,337,936 | 375 | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2018 | $ 16,869 | 74,039,341 | (70,731,941) | 3,324,269 | |||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2018 | 16,868,783 | ||||||||||||||||||||||||||||||
Common stock issued for services | $ 973 | 5,802,455 | 5,803,428 | ||||||||||||||||||||||||||||
Common stock issued for services (in Shares) | 973,317 | ||||||||||||||||||||||||||||||
Sale of common stock | $ 2,155 | 8,617,123 | 8,619,278 | ||||||||||||||||||||||||||||
Sale of common stock (in Shares) | 2,155,127 | ||||||||||||||||||||||||||||||
Sale of subsidiary shares to non-controlling interest | 3,268,434 | $ 426,212 | 3,694,646 | ||||||||||||||||||||||||||||
Common stock issued upon exercise of warrants | $ 162 | $ 1,563 | (162) | $ 6,353,307 | $ 6,354,870 | ||||||||||||||||||||||||||
Common stock issued upon exercise of warrants (in Shares) | 161,986 | 1,562,896 | |||||||||||||||||||||||||||||
Subscription received from sale of subsidiary shares to non-controlling interest | 501,000 | 501,000 | |||||||||||||||||||||||||||||
Change in fair value of modified options | 666,062 | 666,062 | |||||||||||||||||||||||||||||
Stock based compensation | $ 83 | 1,892,775 | 1,892,858 | ||||||||||||||||||||||||||||
Stock based compensation (in Shares) | 83,332 | ||||||||||||||||||||||||||||||
Preferred stock dividend | (20,286) | (20,286) | |||||||||||||||||||||||||||||
Net loss | (19,262,618) | (20,538) | (19,283,156) | ||||||||||||||||||||||||||||
Common stock issued upon exercise of options | $ 39 | $ 98 | (39) | 465,100 | 465,198 | ||||||||||||||||||||||||||
Common stock issued upon exercise of options (in Shares) | 38,687 | 97,500 | |||||||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends | $ 69 | $ 259,931 | $ 260,000 | ||||||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends (in Shares) | 69,335 | 161,986 | 1,562,896 | ||||||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends | $ 21 | $ 139,571 | $ 139,592 | ||||||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends (in Shares) | 21,379 | ||||||||||||||||||||||||||||||
Balance at Sep. 30, 2019 | $ 22,032 | 101,483,612 | (89,994,559) | 405,674 | 501,000 | 12,417,759 | |||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2019 | 22,032,342 | ||||||||||||||||||||||||||||||
Balance at Jun. 30, 2019 | $ 21,151 | 94,494,972 | (84,551,093) | 9,965,030 | |||||||||||||||||||||||||||
Balance (in Shares) at Jun. 30, 2019 | 21,151,134 | ||||||||||||||||||||||||||||||
Common stock issued for services | $ 413 | 1,196,215 | 1,196,628 | ||||||||||||||||||||||||||||
Common stock issued for services (in Shares) | 413,317 | ||||||||||||||||||||||||||||||
Sale of subsidiary shares to non-controlling interest | 3,268,434 | 426,212 | 3,694,646 | ||||||||||||||||||||||||||||
Common stock issued upon exercise of warrants | $ 1 | $ 433 | $ (1) | 1,735,950 | 1,736,383 | ||||||||||||||||||||||||||
Common stock issued upon exercise of warrants (in Shares) | 1,024 | 432,867 | |||||||||||||||||||||||||||||
Subscription received from sale of subsidiary shares to non-controlling interest | 501,000 | 501,000 | |||||||||||||||||||||||||||||
Stock based compensation | $ 30 | 772,563 | 772,593 | ||||||||||||||||||||||||||||
Stock based compensation (in Shares) | 30,000 | ||||||||||||||||||||||||||||||
Preferred stock dividend | (4,877) | (4,877) | |||||||||||||||||||||||||||||
Net loss | (5,443,466) | (20,538) | (5,464,004) | ||||||||||||||||||||||||||||
Common stock issued upon exercise of options | $ 4 | 20,356 | 20,360 | ||||||||||||||||||||||||||||
Common stock issued upon exercise of options (in Shares) | 4,000 | ||||||||||||||||||||||||||||||
Balance at Sep. 30, 2019 | $ 22,032 | $ 101,483,612 | $ (89,994,559) | $ 405,674 | $ 501,000 | $ 12,417,759 | |||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2019 | 22,032,342 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Common stock issued upon exercise of warrants | $ 3.75 | $ 4.02 | $ 3.81 |
Common stock issued upon exercise of options per share | $ 4.40 | 4.77 | $ 4.40 |
Stock in Exchange for Proceeds of Exercise of Warrants [Member] | |||
Common stock issued upon exercise of warrants | $ 4.07 | ||
Series C Preferred Stock [Member] | |||
Common stock issued upon conversion of preferred stock and accrued dividends (in Dollars) | $ 3.75 | $ 3.75 | $ 3.75 |
Series C Preferred Stock [Member] | Settlement of Preferred Stock [Member] | |||
Common stock issued upon conversion of preferred stock and accrued dividends | $ 4.08 | $ 6.53 | $ 4.19 |
Series E Preferred Stock [Member] | |||
Common stock issued upon conversion of preferred stock and accrued dividends (in Dollars) | $ 3.75 | $ 3.75 | |
Common stock issued upon conversion of preferred stock and accrued dividends | $ 4.65 | ||
Series E Preferred Stock [Member] | Settlement of Preferred Stock [Member] | |||
Common stock issued upon conversion of preferred stock and accrued dividends | $ 4.65 | ||
Series D Preferred Stock [Member] | |||
Common stock issued upon conversion of preferred stock and accrued dividends (in Dollars) | $ 3.75 | ||
Series D Preferred Stock [Member] | Settlement of Preferred Stock [Member] | |||
Common stock issued upon conversion of preferred stock and accrued dividends | $ 3.41 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (19,283,156) | $ (11,554,686) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 36,424 | 8,806 |
Equity based compensation | 7,696,286 | 4,342,906 |
Change in fair value of modified options | 666,062 | 0 |
Changes in operating assets and liabilities: | ||
Vendor deposits | (330,444) | 0 |
Prepaid expenses | (97,158) | (29,349) |
Security deposit | (47,601) | (44,619) |
Accounts payable and accrued expenses | (226,829) | (10,783) |
Lease liability, net | 4,730 | 0 |
Deferred rent payable | 0 | 1,404 |
Net cash used in operating activities | (11,581,686) | (7,286,321) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments of patent costs | (111,316) | (227,846) |
Payment of trademark costs | (275) | (850) |
Purchase of property and equipment | (83,297) | (21,674) |
Net cash used in investing activity | (194,888) | (250,370) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 8,619,278 | 9,139,721 |
Proceeds from sale of subsidiary stock to non-controlling interest | 3,694,646 | 0 |
Subscription received from subsidiary stock subscription from non-controlling interest | 501,000 | 0 |
Proceeds from sale of Series E preferred stock | 0 | 1,492,969 |
Proceeds from exercise of warrants | 6,354,870 | 2,020,342 |
Proceeds from exercise of options | 465,198 | 615,600 |
Net cash provided by financing activities | 19,634,992 | 13,268,632 |
Net increase in cash and cash equivalents | 7,858,418 | 5,731,941 |
Cash and cash equivalents, beginning of the period | 4,450,160 | 1,547,579 |
Cash and cash equivalents, end of the period | 12,308,578 | 7,279,520 |
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 |
Reclassify fair value of derivative and warrant liabilities to equity upon adoption of ASU 2017-11 | 3,044,162 | |
Dividend payable on preferred stock charged to additional paid in capital | 20,286 | 780,346 |
Right-to-use assets and lease liability recorded upon adoption of ASC 842 | 422,215 | 0 |
Record right-to-use assets and related lease liability | 511,236 | 0 |
Series C Preferred Stock [Member] | ||
Supplemental disclosures of cash flow information: | ||
Common stock issued upon conversion of Preferred Stock and accrued dividends | 399,592 | 744,459 |
Series D Preferred Stock [Member] | ||
Supplemental disclosures of cash flow information: | ||
Common stock issued upon conversion of Preferred Stock and accrued dividends | 0 | 540,271 |
Series E Preferred Stock [Member] | ||
Supplemental disclosures of cash flow information: | ||
Common stock issued upon conversion of Preferred Stock and accrued dividends | 0 | 196,875 |
Upon Adoption of ASU 2017-11 [Member] | ||
Supplemental disclosures of cash flow information: | ||
Reclassify fair value of derivative and warrant liabilities to equity upon adoption of ASU 2017-11 | $ 0 | $ 3,044,162 |
NOTE 1 - NATURE OF OPERATIONS A
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2019 | |
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. On November 7, 2018, the Company formed NeuroClear Technologies, Inc. (“NeuroClear”), a Delaware Corporation, for the purpose to pursue additional applications of the PURE EP™ signal processing technology outside of electrophysiology. In 2019, NeuroClear sold 739,000 shares of its common stock for net proceeds of $3,694,646 to fund initial operations. As of September 30, 2019, the Company had a majority interest in NeuroClear of 89.8% (See Notes 8 and 10). The unaudited condensed consolidated financial statements include the accounts of BioSig Technologies, Inc. and its majority owned subsidiary, NeuroClear Technologies, Inc. to as the “Company” or “BioSig”. The unaudited condensed consolidated 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 consolidated balance sheet as of December 31, 2018 has been derived from audited financial statements. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of results that may be expected for the year ending December 31, 2019. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2018 filed with the Company’s Form 10-K with the Securities and Exchange Commission on March 15, 2019, as amended on May 15, 2019. Effective September 10, 2018, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 2.5 shares of common stock. As a result, 40,333,758 shares of the Company’s common stock were exchanged for 16,133,544 shares of the Company's common stock. These financial statements have been retroactively restated to reflect the reverse stock split. (See Note 8) |
NOTE 2 - GOING CONCERN AND MANA
NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019, the Company had cash of $12,308,578 and working capital of $11,669,119. The Company raised approximately $8,619,000 through the sale of its common stock and $3,694,646 through the sale of NeuroClear common stock and received $6,400,000 from the exercise of previously issued warrants and $465,000 from the exercise of previously issued options during the nine months ended September 30, 2019. As of September 30, 2019, the Company received $501,000 for subsidiary stock subscriptions from non-controlling interests, which have not closed as of the date of the filing of this report and, subsequent to September 30, 2019, the Company received approximately $185,000 for subsidiary stock subscriptions, which have not closed as of the date of the filing of this report. During the nine months ended September 30, 2019, the Company used net cash in operating activities of $11,581,686. 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 10 months. The Company’s primary source of operating funds since inception has been cash proceeds from private placements of its and its subsidiary’s 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 will require additional financing to fund future operations. Further, the Company does not have any commercial products available for sale and there is no assurance 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 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 consolidated 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 | 9 Months Ended |
Sep. 30, 2019 | |
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 Generally Accepted Accounting Principles 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 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 September 30, 2019 and December 31, 2018, the Company did not have any derivative instruments that were designated as hedges. At September 30, 2019 and December 31, 2018, the Company had outstanding preferred stock and warrants that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. On January 1, 2018, the Company adopted ASU 2017-11 and according reclassified the fair value of the reset provisions embedded in previously issued Preferred stock and certain warrants with embedded anti-dilutive provisions from liability to equity. 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 $1,643,659 and $4,950,457 for the three and nine months ended September 30, 2019; and $744,173 and $3,056,101 for the three and nine months ended September 30, 2018, respectively. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. At September 30, 2019 and December 31, 2018, deposits in excess of FDIC limits were $11,808,578 and $4,200,160, respectively. Net Income (loss) Per Common Share The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share as of September 30, 2019 and 2018 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: September 30, 2019 September 30, 2018 Series C convertible preferred stock 57,334 126,667 Series E convertible preferred stock - 150,000 Options to purchase common stock 3,667,238 3,358,130 Warrants to purchase common stock 2,477,245 5,070,018 Totals 6,201,817 8,704,815 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 September 30, 2019, the Company had options to purchase 3,667,238 shares of common stock outstanding, of which options to purchase 2,892,122 shares of common stock were vested. As of December 31, 2018, there were options to purchase 3,135,828 shares of common stock outstanding, of which options to purchase 3,007,946 shares of common stock 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. Vendor deposits Vendor deposits are comprised of advance payments to the Company’s contract manufacturer for long lead-time components to be incorporated in our ordered-for-delivery commercial products and on-going design, testing and research work. Patents, net The Company capitalizes certain initial asset costs in connection with patent applications including registration, documentation and other professional fees associated with the application. Patent costs incurred prior to the Company’s U.S. Food and Drug Administration (“FDA”) 510 (k) application on March 28, 2018 were charged to research and development expense as incurred. Commencing upon first in-man trials on February 18 and 19, 2019, capitalized costs are amortized to expense using the straight-line method over the lesser of the legal patent term or the estimated life of the product of 20 years. During the three and nine months ended September 30, 2019, the Company recorded amortization of $4,751 and $10,824 to current period operations, respectively. Registration Rights On March 12, 2019, in connection with the Company’s private placement of common stock, the Company agreed that the Company would use commercially reasonable efforts to prepare and file a registration statement on Form S-3 or Form S-1 with the Securities and Exchange Commission covering the resale of the shares of common stock on or prior the date that is 45 calendar days after the closing date of the private placement, and to cause such registration statement to be declared effective by the Securities and Exchange Commission as soon as practicable thereafter. On May 31, 2019, the Company filed the required registration statement, and on June 24, 2019, such registration statement was declared effective. The Company has estimated the liability under the registration rights agreement to be $0 as of September 30, 2019. All expenses related to the filing of such registration statement, including legal fees, was borne by the Company. Adoption of Accounting Standards In February 2016, the Financial Accounting Standards Board established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard had a material effect on the Company’s financial statements. The most significant effects of adoption relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; and (2) providing significant new disclosures about its leasing activities. Upon adoption, the Company recognized additional operating lease liabilities, net of deferred rent, of approximately $422,000 based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company also recognized corresponding ROU assets of approximately $419,000. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Beginning in 2019, the Company changed to its disclosed lease recognition policies and practices, as well as to other related financial statement disclosures due to the adoption of this standard. See Note 5. Recent Accounting Pronouncements There were 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 consolidated 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 unaudited condensed consolidated financial statements, except as disclosed. Reclassification Certain amounts in the balance sheet at December 31, 2018 have been reclassified to conform to the presentation at September 30, 2019. |
NOTE 4 - PROPERTY AND EQUIPMENT
NOTE 4 - PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment as of September 30, 2019 and December 31, 2018 is summarized as follows: September 30, 2019 December 31, 2018 Computer equipment $ 135,162 $ 105,447 Furniture and fixtures 54,550 32,619 Subtotal 189,712 138,066 Less accumulated depreciation (87,669 ) (93,720 ) Property and equipment, net $ 102,043 $ 44,346 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 $13,759 and $25,600 for three and nine months ended September 30, 2019; and $2,977 and $8,806 for the three and nine months ended September 30, 2018, respectively. |
NOTE 5 - RIGHT TO USE ASSETS AN
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | NOTE 5 – RIGHT TO USE ASSETS AND LEASE LIABILITY On August 14, 2019, the Company entered into a lease agreement whereby the Company leased storage space in the same building as our Los Angeles, California facilities, commencing September 1, 2019, and expiring on June 30, 2021, at an initial rate of $235 per month with escalating payments. In connection with the lease, the Company paid a security deposit of $250. There is no option to extend the lease past its initial term. On April 12, 2019, the Company entered into a sublease agreement whereby the Company leased approximately 4,343 square feet of office space in Westport, Connecticut commencing May 1, 2019 and expiring on October 31, 2021 at an initial rate of $18,277 per month, inclusive of a fixed utility charge, with escalating payments. In connection with the lease the Company paid a security deposit of $68,764, of which $34,382 represents the last two months of the term. There is no option to extend the lease past its initial term. On May 22, 2018, the Company entered into a fifth lease amendment agreement, whereby the Company agreed to extend the lease for the original office space and expand with additional space in Los Angeles, California, commencing June 14, 2018 and expiring on June 30, 2021 at an initial rate of $14,731 per month with escalating payments. In connection with the lease, the Company is obligated to lease parking spaces at an aggregate approximate cost of $1,070 per month. The Company has an option to extend the lease for an additional 3-year (option) term. On April 11, 2018, the Company extended a short-term lease agreement whereby the Company leased office space in Austin, Texas commencing on August 1, 2018, for $979 per month, which expired on July 31, 2019. On October 1, 2018, the Company entered into a lease agreement whereby the Company leased office space in Norwalk, Connecticut commencing on October 1, 2018, for $2,000 per month, which expired on September 30, 2019. In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. In determining the length of the lease term to its long-term lease, the Company determined not to consider an embedded 3-year option in the Los Angeles lease primarily due to i) the renewal rate is at future market rate to be determined and ii) Company does not have significant leasehold improvements that would restrict its ability to consider relocation. At lease commencement dates, the Company estimated the lease liability and the right of use assets at present value using the Company’s estimated incremental borrowing rate of 8% and determined their initial present values, at inception, of $1,007,703. On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right to use assets of $418,838, lease liability of $422,215 and eliminated deferred rent of $3,377. Right to use assets is summarized below: September 30, 2019 Los Angeles, CA, Suite 740 $ 218,875 Los Angeles, CA, Suite 745 277,592 Los Angeles, CA, Storage 4,960 Westport, CT, 54 Wilton Rd 506,276 Subtotal 1,007,703 Less accumulated depreciation (275,292 ) Right to use assets, net $ 732,411 During the three and nine months ended September 30, 2019, the Company recorded $133,786 and $298,191 as lease expense to current period operations. Lease liability is summarized below: September 30, 2019 Los Angeles, CA, Suite 740 $ 135,879 Los Angeles, CA, Suite 745 172,612 Los Angeles, CA, Storage 4,725 Westport, CT, 54 Wilton Rd 427,302 Total lease liability 740,518 Less: short term portion (365,351 ) Long term portion $ 375,167 Maturity analysis under these lease agreements are as follows: Three months ended December 31, 2019 $ 102,007 Year ended December 31, 2020 413,988 Year ended December 31, 2021 286,256 Total 802,251 Less: Present value discount (61,733 ) Lease liability $ 740,518 Lease expense for the three months ended September 30, 2019 was comprised of the following: Operating lease expense $ 102,394 Short-term lease expense 31,492 Variable lease expense (100 ) $ 133,786 Lease expense for the nine months ended September 30, 2019 was comprised of the following: Operating lease expense $ 232,427 Short-term lease expense 64,252 Variable lease expense 1,512 $ 298,191 |
NOTE 6 - ACCOUNTS PAYABLE AND A
NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at September 30, 2019 and December 31, 2018 consist of the following: September 30, 2019 December 31, 2018 Accrued accounting and legal $ 195,808 $ 59,439 Accrued reimbursements and travel 57,103 27,853 Accrued consulting 90,138 89,718 Accrued research and development expenses 336,204 351,631 Accrued office and other 16,713 14,304 Accrued payroll and related expenses 15,151 395,000 Deferred rent - 3,377 Accrued settlement related to arbitration 13,333 13,333 $ 724,450 $ 954,655 |
NOTE 7 - SERIES C 9% CONVERTIBL
NOTE 7 - SERIES C 9% CONVERTIBLE PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Preferred Stock [Text Block] | NOTE 7 – SERIES C 9% CONVERTIBLE PREFERRED STOCK 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 connection with the sale of the Series C preferred stock, the Company issued an aggregate of 532,251 warrants to purchase the Company’s common stock at $6.53 per share expiring five years from the initial exercise date. The warrants contained 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 $6.53 per share as well as other customary anti-dilution protection. The warrants were exercisable for cash; or if at any time after six months from the issuance date, there was 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 could be exercised by means of a “cashless exercise”. As a result of an amendment to the conversion price of our Series C Preferred Stock, pursuant to the full-ratchet anti-dilution protection provision of the warrants, the exercise price of the warrants was decreased from $6.53 per share to $3.75 per share and the aggregate number of shares issuable under the warrants was increased to 926,121. As of September 30, 2019, all issued warrants in connection with the Series C preferred stock have expired or have been exercised. In April 2019, the Company issued 3,507 shares of its common stock in exchange for 10 shares of the Company’s Series C Preferred Stock and accrued dividends. In May 2019, the Company issued 17,138 shares of its common stock in exchange for 50 shares of the Company’s Series C Preferred Stock and accrued dividends. In June 2019, the Company issued 70,069 shares of its common stock in exchange for 200 shares of the Company’s Series C Preferred Stock and accrued dividends. Series C Preferred Stock issued and outstanding totaled 215 and 475 as of September 30, 2019 and December 31, 2018, respectively. As of September 30, 2019, and December 31, 2018, the Company has accrued $123,601 and $242,908 dividends payable on the Series C Preferred Stock. |
NOTE 8 - EQUITY
NOTE 8 - EQUITY | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 – EQUITY Preferred stock The Company is authorized to issue 1,000,000 shares of $0.001 par value preferred stock. As of September 30, 2019 and December 31, 2018, the Company has authorized 200 shares of Series A preferred stock, 600 shares of Series B preferred stock, 4,200 shares of Series C Preferred Stock, 1,400 shares of Series D Preferred Stock and 1,000 shares of Series E Preferred Stock. As of September 30, 2019, and December 31, 2018, there were no outstanding shares of Series A, Series B, Series D and Series E preferred stock. Common stock On September 10, 2018, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 2.5 shares of common stock. No fractional shares were issued from such aggregation of common stock, upon the reverse split; any fractional share was rounded up and converted to the nearest whole share of common stock. As a result, 40,333,758 of the Company’s common stock were exchanged for 16,133,544 of the Company's common stock resulting in the transfer of $24,200 from common stock to additional paid in capital. These unaudited condensed consolidated financial statements have been retroactively restated to reflect the reverse stock split. The Company is authorized to issue 200,000,000 shares of $0.001 par value common stock. As of September 30, 2019, and December 31, 2018, the Company had 22,032,342 and 16,868,783 shares issued and outstanding, respectively. During the nine months ended September 30, 2019, the Company issued an aggregate of 973,317 shares of its common stock for services totaling $5,803,428 ($5.96 per share). During the nine months ended September 30, 2019, the Company issued an aggregate of 83,332 shares of its common stock for vested restricted stock units as stock-based compensation. During the nine months ended September 30, 2019, the Company entered into securities purchase agreements with investors pursuant to which the Company issued 2,155,127 shares of common stock for aggregate proceeds of $8,619,278, net of $1,230 in expenses During the nine months ended September 30, 2019, the Company issued 1,562,896 shares of common stock in exchange for proceeds of $6,354,870 from the exercise of warrants. During the nine months ended September 30, 2019, the Company issued 161,986 shares of common stock in exchange for the exercise of 306,072 cashless exercises of warrants. During the nine months ended September 30, 2019, the Company issued 97,500 shares of common stock in exchange for proceeds of $465,198 from the exercise of options. During the nine months ended September 30, 2019, the Company issued 38,687 shares of common stock in exchange for the exercise of 130,423 cashless exercises of options. During the nine months ended September 30, 2019, NeuroClear, a previous wholly-owned subsidiary, sold 739,000 shares of its common stock (“Subsidiary Stock”) for net proceeds of $3,694,646 ($5.00 per share). In connection with the sale, the Company provided that in the event that (i) the Subsidiary Stock is not listed on a national securities exchange by October 31, 2020, or (ii) a change of control, as defined in the stock purchase agreement, of NeuroClear occurs, whichever is earlier, at the option of the holder of Subsidiary Stock, each share of Subsidiary Stock may be exchanged into 0.9 of a share of common stock of the Company. At September 30, 2019, the Company has received $501,000 from subsidiary stock subscriptions from non-controlling interests, which have not closed as of the date of the filing of this report. |
NOTE 9 - OPTIONS, RESTRICTED ST
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS | 9 Months Ended |
Sep. 30, 2019 | |
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 BioSig Technologies, Inc. 2011 Long-Term Incentive Plan . The Plan provides for the issuance of options to purchase up to 7,474,450 (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. Stock options may not be granted with an option price less than 100% of the fair market value of a share of common stock on the date the stock option is granted. If an Incentive Stock Option is granted to an employee who owns or is deemed to own more than 10% of the combined voting power of all classes of stock of the Company (or any parent or subsidiary), the option price shall be at least 110% of the fair market value of a share of common stock on the date of grant.. 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. As of September 30, 2019, there were 637,929 shares remaining available for future issuance of awards under the terms of the Plan. During the nine months ended September 30, 2019, the Company granted an aggregate of 963,333 options to officers, directors and key consultants. The following table presents information related to stock options at September 30, 2019: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 2.51-5.00 1,538,361 7.9 1,115,031 5.01-7.500 1,850,544 3.1 1,643,895 7.51-10.00 278,333 7.9 133,196 3,667,238 5.5 2,892,122 A summary of the stock option activity and related information for the Plan for the nine months ended September 30, 2019 is as follows: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2018 3,135,828 $ 5.34 5.2 $ 311,545 Grants 963,333 5.58 10.0 $ - Exercised (227,923 ) $ 4.92 2.33 Forfeited/expired (204,000 ) $ 5.51 Outstanding at September 30, 2019 3,667,238 $ 5.42 5.51 $ 10,714,636 Exercisable at September 30, 2019 2,892,122 $ 5.39 5.40 $ 8,480,496 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 $8.25 as of September 30, 2019, 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 nine months ended September 30, 2019 was estimated using the Black-Scholes pricing model. On January 22, 2019, the Company granted options to purchase an aggregate of 460,000 shares of Company stock in connection with the services rendered at the exercise price of $4.33 per share for a term of ten years with vesting quarterly beginning April 1, 2019 over 3 years On March 14, 2019, the Company granted options to purchase an aggregate of 345,000 shares of the Company stock in connection with the services rendered at the exercise price of $5.66 per share for a term of ten years with 150,000 options vesting at anniversary date beginning March 14, 2020 over 3 years, 175,000 options vesting quarterly beginning June 14, 2019 over 3 years and 20,000 options vesting at one year anniversary. On July 2, 2019, the Company granted options to purchase an aggregate of 158,333 shares of the Company stock in connection with the services rendered at the exercise price of $9.056 per share for a term of ten years options vesting quarterly beginning September 30, 2019 over 3 years. The following assumptions were used in determining the fair value of options during the nine months ended September 30, 2019: Risk-free interest rate 1.85% - 2.74 % Dividend yield 0 % Stock price volatility 90.06% to 91.55 % Expected life 6 – 10 years Weighted average grant date fair value $ 4.606 On May 17, 2019, in connection with the retirement of two members of the Company’s board of directors, the Company extended the life of 628,905 previously issued director options from the contractual 90 days from termination of service to the earlier of the initial life up or May 17, 2021. The change in estimated fair value of the modified options of $666,062 was charged to current period operations The following assumptions were used in determining the change in fair value of the modified options at May 17, 2019: Risk-free interest rate 2.33% - 2.40 % Dividend yield 0 % Stock price volatility 89.97 % Expected life 0.12– 2 years The fair value of all options vesting during the three and nine months ended September 30, 2019 of $354,976 and $854,420, and $160,086 and $1,574,106 for the three and nine months ended September 30, 2018, respectively, was charged to current period operations. Unrecognized compensation expense of $3,030,038 and $173,446 at September 30, 2019 and December 31, 2018, respectively, will be expensed in future periods. Restricted Stock The following table summarizes the restricted stock activity for the nine months ended September 30, 2019: Total restricted shares issued as of December 31, 2018 - Granted 330,000 Vested and issued (83,332 ) Vested restricted shares as of September 30, 2019 - Unvested restricted shares as of September 30, 2019 246,668 On February 28, 2019, the Company granted an aggregate of 70,000 restricted stock grants for services with 23,332 vested immediately; 23,334 vesting at one-year anniversary and 23,334 vesting at two-year anniversary. On March 20, 2019, the Company granted an aggregate of 120,000 restricted stock grants for services vesting quarterly beginning on April 1, 2019 over one year. On June 21, 2019, the Company granted 50,000 restricted stock units for services with 25,000 vesting at one-year anniversary and 25,000 at two-year anniversary. On August 7, 2019, the Company granted 40,000 restricted stock grants for services vesting at one-year anniversary. On September 24, 2019, the Company granted 40,000 restricted stock grants for services with 20,000 vesting at one-year anniversary and 20,000 at two-year anniversary. Stock based compensation expense related to restricted stock grants was $417,618 and $1,038,438 for the three and nine months ended September 30, 2019, and $0 for the three and nine months ended September 30, 2019, respectively. As of September 30, 2019, the stock-based compensation relating to restricted stock of $1,308,060 remains unamortized. Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at September 30, 2019: Exercise Number Expiration Price Outstanding Date $ 0.0025 153,328 January 2020 $ 3.75 1,013,427 October 2019 to January 2021 $ 4.375 602,272 April 2021 to May 2021 $ 4.60 9,167 January 2020 $ 5.05 8,566 January 2020 $ 6.85 209,377 July 2021 to August 2021 $ 9.375 481,108 March 2020 2,477,245 A summary of the warrant activity for the nine months ended September 30, 2019 is as follows: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2018 4,579,511 $ 4.73 1.5 $ 1,924,388 Grants - Exercised (1,868,969 ) $ 4.02 Expired (233,297 ) $ 7.24 - - Outstanding at September 30, 2019 2,477,245 $ 5.03 1.0 $ 8,512,797 Vested and expected to vest at September 30, 2019 2,477,245 $ 5.03 1.0 $ 8,512,797 Exercisable at September 30, 2019 2,477,245 $ 5.03 1.0 $ 8,512,797 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 $8.25 of September 30, 2019, which would have been received by the option holders had those option holders exercised their options as of that date. |
NOTE 10 - NON-CONTROLLING INTER
NOTE 10 - NON-CONTROLLING INTEREST | 9 Months Ended |
Sep. 30, 2019 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | NOTE 10 – NON-CONTROLLING INTEREST On November 7, 2018, the Company formed NeuroClear, a Delaware Corporation, for the purpose to pursue additional applications of the PURE EP™ signal processing technology outside of electrophysiology. In 2019, NeuroClear sold 739,000 shares of its common stock for net proceeds of $3,694,646 to fund initial operations. As of September 30, 2019, the Company had a majority interest in NeuroClear of 89.8%. A reconciliation of the NeuroClear Technologies, Inc. non-controlling loss attributable to the Company: Net loss attributable to the non-controlling interest for the three and nine months ended September 30, 2019: Net loss $ (239,308 ) Average Non-controlling interest percentage of profit/losses 8.58 % Net loss attributable to the non-controlling interest $ (20,538 ) The following table summarizes the changes in non-controlling interest for the nine months ended September 30, 2019: Balance, December 31, 2018 $ - Allocation of equity to non-controlling interest due to sale of subsidiary stock 426,212 Net loss attributable to non-controlling interest (20,538 ) Balance, September 30, 2019 $ 405,674 |
NOTE 11 - RELATED PARTY TRANSAC
NOTE 11 - RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 11 – RELATED PARTY TRANSACTIONS At September 30, 2019 and December 31, 2018, the Company had reimbursable travel and other related expenses due related parties of $9,014 and $32,366, respectively. On November 1, 2017, in connection with Mr. Filler joining the Company’s Board of Directors, the Company entered into a Master Services Agreement (the “Agreement”) with 3LP Advisors LLC (d/b/a Sherpa Technology Group) (“Sherpa”) and an initial statement of work (the “SOW”), pursuant to which Sherpa will develop, execute and expand the Company’s intellectual property strategy over the course of the next approximately 18 months by evaluating the business and technology landscape in which the Company operates, and charting and executing a strategy of patent filing and licensing. In connection with the SOW, the Company will pay Sherpa fee of (i) $200,000 in cash, of which $25,000 will be paid on January 1, 2018, with the remainder to be paid upon completion of certain objectives, and (ii) a ten-year option to purchase up to 120,000 of the Company’s common stock at an exercise of $3.75 per share of common stock, of which 60,000 options vest immediately and 60,000 options were performance conditioned and subsequently vested. Mr. Filler is the general counsel and partner of Sherpa. During the three and nine months ended September 30, 2019, the Company paid $75,000 and $225,000 as patent costs, consulting fees and expense reimbursements. During the three months and nine months ended September 30, 2018, the Company paid Sherpa $75,000 and $352,219 as patent costs, consulting fees and expense reimbursements. As of September 30, 2019, and December 31, 2018, there was an unpaid balance of $26,169 and $0, respectively. |
NOTE 12 - FAIR VALUE MEASUREMEN
NOTE 12 - FAIR VALUE MEASUREMENT | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 12 – 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. 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 September 30, 2019, and December 31, 2018, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. As of September 30, 2019, and December 31, 2018, the Company did not have any derivative instruments that were designated as hedges. There were no derivative and warrant liability as of September 30, 2019 and December 31, 2018. |
NOTE 13 - SUBSEQUENT EVENTS
NOTE 13 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 13 – SUBSEQUENT EVENTS Equity activity On October 1, 2019, the Company issued 606 shares of the Company’s common stock in exchange for the cashless exercise of 3,854 warrants. On October 2, 2019, the Company issued 46,847 shares of the Company’s common stock in exchange for the cashless exercise of 191,714 options. On October 2, 2019, the Company issued 30,000 shares of common stock for vested restricted stock units. On October 9, 2019, the Company issued 7,375 shares of its common stock in exchange for $37,539 proceeds from the exercise of options. On October 8, 2019, the Company granted an aggregate of 45,000 options to purchase shares of the Company’s common stock to employees. The options are exercisable at $8.00 for ten years and vest quarterly over three years. On October 16, 2018, the Company issued restricted stock awards for an aggregate of 55,000 shares of the Company’s common stock for board services with immediate vesting. In the month of October, the Company has received $185,000 in subsidiary stock subscriptions, which have not closed as of the date of the filing of this report. Operating Lease On October 1, 2019, the Company entered into a lease agreement whereby the Company leased approximately 1,400 square feet of office space in Rochester Minnesota commencing November 1, 2019 and expiring on October 31, 2021 at an initial rate of $2,300 per month with escalating payments. The lease agreement includes an option to extend the lease for two additional periods of two years each past its initial term. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 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 September 30, 2019 and December 31, 2018, the Company did not have any derivative instruments that were designated as hedges. At September 30, 2019 and December 31, 2018, the Company had outstanding preferred stock and warrants that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. On January 1, 2018, the Company adopted ASU 2017-11 and according reclassified the fair value of the reset provisions embedded in previously issued Preferred stock and certain warrants with embedded anti-dilutive provisions from liability to equity. |
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 $1,643,659 and $4,950,457 for the three and nine months ended September 30, 2019; and $744,173 and $3,056,101 for the three and nine months ended September 30, 2018, respectively. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. At September 30, 2019 and December 31, 2018, deposits in excess of FDIC limits were $11,808,578 and $4,200,160, respectively. |
Earnings Per Share, Policy [Policy Text Block] | Net Income (loss) Per Common Share The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share as of September 30, 2019 and 2018 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: September 30, 2019 September 30, 2018 Series C convertible preferred stock 57,334 126,667 Series E convertible preferred stock - 150,000 Options to purchase common stock 3,667,238 3,358,130 Warrants to purchase common stock 2,477,245 5,070,018 Totals 6,201,817 8,704,815 |
Share-based Payment Arrangement [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 September 30, 2019, the Company had options to purchase 3,667,238 shares of common stock outstanding, of which options to purchase 2,892,122 shares of common stock were vested. As of December 31, 2018, there were options to purchase 3,135,828 shares of common stock outstanding, of which options to purchase 3,007,946 shares of common stock 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 |
Deposit Contracts, Policy [Policy Text Block] | Vendor deposits Vendor deposits are comprised of advance payments to the Company’s contract manufacturer for long lead-time components to be incorporated in our ordered-for-delivery commercial products and on-going design, testing and research work. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Patents, net The Company capitalizes certain initial asset costs in connection with patent applications including registration, documentation and other professional fees associated with the application. Patent costs incurred prior to the Company’s U.S. Food and Drug Administration (“FDA”) 510 (k) application on March 28, 2018 were charged to research and development expense as incurred. Commencing upon first in-man trials on February 18 and 19, 2019, capitalized costs are amortized to expense using the straight-line method over the lesser of the legal patent term or the estimated life of the product of 20 years. During the three and nine months ended September 30, 2019, the Company recorded amortization of $4,751 and $10,824 to current period operations, respectively. |
Registration Rights Policy [Policy Text Block] | Registration Rights On March 12, 2019, in connection with the Company’s private placement of common stock, the Company agreed that the Company would use commercially reasonable efforts to prepare and file a registration statement on Form S-3 or Form S-1 with the Securities and Exchange Commission covering the resale of the shares of common stock on or prior the date that is 45 calendar days after the closing date of the private placement, and to cause such registration statement to be declared effective by the Securities and Exchange Commission as soon as practicable thereafter. On May 31, 2019, the Company filed the required registration statement, and on June 24, 2019, such registration statement was declared effective. The Company has estimated the liability under the registration rights agreement to be $0 as of September 30, 2019. All expenses related to the filing of such registration statement, including legal fees, was borne by the Company. |
New Accounting Pronouncements, Policy [Policy Text Block] | Adoption of Accounting Standards In February 2016, the Financial Accounting Standards Board established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard had a material effect on the Company’s financial statements. The most significant effects of adoption relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; and (2) providing significant new disclosures about its leasing activities. Upon adoption, the Company recognized additional operating lease liabilities, net of deferred rent, of approximately $422,000 based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company also recognized corresponding ROU assets of approximately $419,000. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Beginning in 2019, the Company changed to its disclosed lease recognition policies and practices, as well as to other related financial statement disclosures due to the adoption of this standard. See Note 5. Recent Accounting Pronouncements There were 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 consolidated 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 unaudited condensed consolidated financial statements, except as disclosed. |
Reclassification, Policy [Policy Text Block] | Reclassification Certain amounts in the balance sheet at December 31, 2018 have been reclassified to conform to the presentation at September 30, 2019. |
NOTE 3 - SUMMARY OF SIGNIFICA_2
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: September 30, 2019 September 30, 2018 Series C convertible preferred stock 57,334 126,667 Series E convertible preferred stock - 150,000 Options to purchase common stock 3,667,238 3,358,130 Warrants to purchase common stock 2,477,245 5,070,018 Totals 6,201,817 8,704,815 |
NOTE 4 - PROPERTY AND EQUIPME_2
NOTE 4 - PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment as of September 30, 2019 and December 31, 2018 is summarized as follows: September 30, 2019 December 31, 2018 Computer equipment $ 135,162 $ 105,447 Furniture and fixtures 54,550 32,619 Subtotal 189,712 138,066 Less accumulated depreciation (87,669 ) (93,720 ) Property and equipment, net $ 102,043 $ 44,346 |
NOTE 5 - RIGHT TO USE ASSETS _2
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Right to Use Asset [Table Text Block] | Right to use assets is summarized below: September 30, 2019 Los Angeles, CA, Suite 740 $ 218,875 Los Angeles, CA, Suite 745 277,592 Los Angeles, CA, Storage 4,960 Westport, CT, 54 Wilton Rd 506,276 Subtotal 1,007,703 Less accumulated depreciation (275,292 ) Right to use assets, net $ 732,411 |
Lessee, Operating Lease, Disclosure [Table Text Block] | Lease liability is summarized below: September 30, 2019 Los Angeles, CA, Suite 740 $ 135,879 Los Angeles, CA, Suite 745 172,612 Los Angeles, CA, Storage 4,725 Westport, CT, 54 Wilton Rd 427,302 Total lease liability 740,518 Less: short term portion (365,351 ) Long term portion $ 375,167 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Maturity analysis under these lease agreements are as follows: Three months ended December 31, 2019 $ 102,007 Year ended December 31, 2020 413,988 Year ended December 31, 2021 286,256 Total 802,251 Less: Present value discount (61,733 ) Lease liability $ 740,518 |
Lease, Cost [Table Text Block] | Lease expense for the three and nine months ended September 30, 2019 was comprised of the following: Operating lease expense $ 102,394 Short-term lease expense 31,492 Variable lease expense (100 ) $ 133,786 Operating lease expense $ 232,427 Short-term lease expense 64,252 Variable lease expense 1,512 $ 298,191 |
NOTE 6 - ACCOUNTS PAYABLE AND_2
NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued expenses at September 30, 2019 and December 31, 2018 consist of the following: September 30, 2019 December 31, 2018 Accrued accounting and legal $ 195,808 $ 59,439 Accrued reimbursements and travel 57,103 27,853 Accrued consulting 90,138 89,718 Accrued research and development expenses 336,204 351,631 Accrued office and other 16,713 14,304 Accrued payroll and related expenses 15,151 395,000 Deferred rent - 3,377 Accrued settlement related to arbitration 13,333 13,333 $ 724,450 $ 954,655 |
NOTE 9 - OPTIONS, RESTRICTED _2
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table presents information related to stock options at September 30, 2019: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 2.51-5.00 1,538,361 7.9 1,115,031 5.01-7.500 1,850,544 3.1 1,643,895 7.51-10.00 278,333 7.9 133,196 3,667,238 5.5 2,892,122 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of the stock option activity and related information for the Plan for the nine months ended September 30, 2019 is as follows: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2018 3,135,828 $ 5.34 5.2 $ 311,545 Grants 963,333 5.58 10.0 $ - Exercised (227,923 ) $ 4.92 2.33 Forfeited/expired (204,000 ) $ 5.51 Outstanding at September 30, 2019 3,667,238 $ 5.42 5.51 $ 10,714,636 Exercisable at September 30, 2019 2,892,122 $ 5.39 5.40 $ 8,480,496 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following assumptions were used in determining the fair value of options during the nine months ended September 30, 2019: Risk-free interest rate 1.85% - 2.74 % Dividend yield 0 % Stock price volatility 90.06% to 91.55 % Expected life 6 – 10 years Weighted average grant date fair value $ 4.606 Risk-free interest rate 2.33% - 2.40 % Dividend yield 0 % Stock price volatility 89.97 % Expected life 0.12– 2 years |
Nonvested Restricted Stock Shares Activity [Table Text Block] | The following table summarizes the restricted stock activity for the nine months ended September 30, 2019: Total restricted shares issued as of December 31, 2018 - Granted 330,000 Vested and issued (83,332 ) Vested restricted shares as of September 30, 2019 - Unvested restricted shares as of September 30, 2019 246,668 |
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 September 30, 2019: Exercise Number Expiration Price Outstanding Date $ 0.0025 153,328 January 2020 $ 3.75 1,013,427 October 2019 to January 2021 $ 4.375 602,272 April 2021 to May 2021 $ 4.60 9,167 January 2020 $ 5.05 8,566 January 2020 $ 6.85 209,377 July 2021 to August 2021 $ 9.375 481,108 March 2020 2,477,245 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the warrant activity for the nine months ended September 30, 2019 is as follows: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2018 4,579,511 $ 4.73 1.5 $ 1,924,388 Grants - Exercised (1,868,969 ) $ 4.02 Expired (233,297 ) $ 7.24 - - Outstanding at September 30, 2019 2,477,245 $ 5.03 1.0 $ 8,512,797 Vested and expected to vest at September 30, 2019 2,477,245 $ 5.03 1.0 $ 8,512,797 Exercisable at September 30, 2019 2,477,245 $ 5.03 1.0 $ 8,512,797 |
NOTE 10 - NON-CONTROLLING INT_2
NOTE 10 - NON-CONTROLLING INTEREST (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Noncontrolling Interest [Abstract] | |
Schedule of Non-Controlling Interest [Table Text Block] | Net loss attributable to the non-controlling interest for the three and nine months ended September 30, 2019: Net loss $ (239,308 ) Average Non-controlling interest percentage of profit/losses 8.58 % Net loss attributable to the non-controlling interest $ (20,538 ) |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block] | The following table summarizes the changes in non-controlling interest for the nine months ended September 30, 2019: Balance, December 31, 2018 $ - Allocation of equity to non-controlling interest due to sale of subsidiary stock 426,212 Net loss attributable to non-controlling interest (20,538 ) Balance, September 30, 2019 $ 405,674 |
NOTE 1 - NATURE OF OPERATIONS_2
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) - USD ($) | Sep. 10, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 09, 2018 |
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |||||
Subsidiary or Equity Method Investee, Cumulative Proceeds Received on All Transactions (in Dollars) | $ 3,694,646 | $ 3,694,646 | |||
Stockholders' Equity, Reverse Stock Split | 1 share for every 2.5 shares of common stock | ||||
Common Stock, Shares, Outstanding | 16,133,544 | 22,032,342 | 22,032,342 | 16,868,783 | 40,333,758 |
NeuroClear Technologies, Inc ("NeuroClear") [Member] | |||||
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |||||
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions | 739,000 | ||||
Subsidiary or Equity Method Investee, Cumulative Proceeds Received on All Transactions (in Dollars) | $ 3,694,646 | ||||
NeuroClear Technologies, Inc ("NeuroClear") [Member] | |||||
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 89.80% | 89.80% |
NOTE 2 - GOING CONCERN AND MA_2
NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Oct. 31, 2019 | Oct. 23, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details) [Line Items] | ||||||
Cash and Cash Equivalents, at Carrying Value | $ 12,308,578 | $ 7,279,520 | $ 4,450,160 | $ 1,547,579 | ||
Working Capital (Deficit) | 11,669,119 | |||||
Proceeds from Issuance of Common Stock | 8,619,278 | 9,139,721 | ||||
Proceeds from Warrant Exercises | 6,400,000 | |||||
Proceeds from Stock Options Exercised | 465,198 | 615,600 | ||||
Net Cash Provided by (Used in) Operating Activities | (11,581,686) | $ (7,286,321) | ||||
NeuroClear Technologies, Inc ("NeuroClear") [Member] | ||||||
NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details) [Line Items] | ||||||
Proceeds from Issuance of Common Stock | 3,694,646 | |||||
Proceeds from Issuance or Sale of Equity | $ 501,000 | |||||
Subsequent Event [Member] | ||||||
NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details) [Line Items] | ||||||
Proceeds from Issuance or Sale of Equity | $ 185,000 | |||||
Subsequent Event [Member] | NeuroClear Technologies, Inc ("NeuroClear") [Member] | ||||||
NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details) [Line Items] | ||||||
Proceeds from Issuance or Sale of Equity | $ 185,000 |
NOTE 3 - SUMMARY OF SIGNIFICA_3
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Research and Development Expense | $ 1,643,659 | $ 744,173 | $ 4,950,457 | $ 3,056,101 | ||
Cash, Uninsured Amount | $ 11,808,578 | $ 11,808,578 | $ 4,200,160 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in Shares) | 3,667,238 | 3,667,238 | 3,135,828 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number (in Shares) | 2,892,122 | 2,892,122 | 3,007,946 | |||
Amortization of Intangible Assets | $ 4,751 | $ 10,824 | ||||
Registration Payment Arrangement, Accrual Carrying Value | 0 | 0 | ||||
Operating Lease, Liability, Current | 365,351 | 365,351 | ||||
Operating Lease, Right-of-Use Asset | 732,411 | $ 732,411 | $ 418,838 | $ 0 | ||
Patents [Member] | ||||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||||
Accounting Standards Update 2016-02 [Member] | ||||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Operating Lease, Liability, Current | 422,000 | $ 422,000 | ||||
Operating Lease, Right-of-Use Asset | $ 419,000 | $ 419,000 |
NOTE 3 - SUMMARY OF SIGNIFICA_4
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 6,201,817 | 8,704,815 |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 57,334 | 126,667 |
Series E Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 0 | 150,000 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 3,667,238 | 3,358,130 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 2,477,245 | 5,070,018 |
NOTE 4 - PROPERTY AND EQUIPME_3
NOTE 4 - PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
NOTE 4 - PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||
Depreciation | $ 13,759 | $ 2,977 | $ 25,600 | $ 8,806 |
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 EQUIPME_4
NOTE 4 - PROPERTY AND EQUIPMENT (Details) - Schedule of Property, Plant and Equipment - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 189,712 | $ 138,066 |
Less accumulated depreciation | (87,669) | (93,720) |
Property and equipment, net | 102,043 | 44,346 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 135,162 | 105,447 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 54,550 | $ 32,619 |
NOTE 5 - RIGHT TO USE ASSETS _3
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) | Aug. 14, 2019USD ($) | Apr. 12, 2019USD ($)ft² | Jan. 01, 2019USD ($) | Oct. 01, 2018USD ($) | May 22, 2018USD ($) | Apr. 11, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | |||||||||
Operating Lease, Right-of-Use Asset | $ 418,838 | $ 732,411 | $ 732,411 | $ 0 | |||||
Operating Lease, Liability | 422,215 | 740,518 | 740,518 | ||||||
Deferred Rent, Elimination | $ 3,377 | ||||||||
Operating Leases, Rent Expense | $ 133,786 | $ 298,191 | |||||||
Storage Space [Member] | |||||||||
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | |||||||||
Lease Expiration Date | Jun. 30, 2021 | ||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 235 | ||||||||
Security Deposit | $ 250 | ||||||||
Lessor, Operating Lease, Option to Extend | The Company has an option to extend the lease for an additional 3-year (option) term. | ||||||||
Office Building [Member] | |||||||||
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | |||||||||
Lease Expiration Date | Oct. 31, 2021 | Sep. 30, 2019 | Jun. 30, 2021 | Jul. 31, 2019 | |||||
Operating Leases, Rent Expense, Minimum Rentals | $ 18,277 | $ 2,000 | $ 14,731 | $ 979 | |||||
Security Deposit | $ 68,764 | ||||||||
Area of Real Estate Property (in Square Feet) | ft² | 4,343 | ||||||||
Operating Lease, Right-of-Use Asset | 1,007,703 | ||||||||
Office Building [Member] | Portion Of Security Deposit Representing Last Two Months Of Term [Member] | |||||||||
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | |||||||||
Security Deposit | $ 34,382 | ||||||||
Parking Spaces [Member] | |||||||||
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | |||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 1,070 |
NOTE 5 - RIGHT TO USE ASSETS _4
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Right to Use Assets - USD ($) | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Right to Use Assets [Line Items] | |||
Right to use assets, gross | $ 1,007,703 | ||
Less accumulated depreciation | (275,292) | ||
Right to use assets, net | 732,411 | $ 418,838 | $ 0 |
Los Angeles, Suite 740 [Member] | Building [Member] | |||
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Right to Use Assets [Line Items] | |||
Right to use assets, gross | 218,875 | ||
Los Angeles, Suite 745 [Member] | Building [Member] | |||
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Right to Use Assets [Line Items] | |||
Right to use assets, gross | 277,592 | ||
Storage Space [Member] | Building [Member] | |||
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Right to Use Assets [Line Items] | |||
Right to use assets, gross | 4,960 | ||
Westport, CT., 54 Wilton Rd [Member] | Building [Member] | |||
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Right to Use Assets [Line Items] | |||
Right to use assets, gross | $ 506,276 |
NOTE 5 - RIGHT TO USE ASSETS _5
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Lessee, Operating Lease, Disclosure - USD ($) | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Lessee, Operating Lease, Disclosure [Line Items] | |||
Lease liability | $ 740,518 | $ 422,215 | |
Short term portion | (365,351) | ||
Long term portion | 375,167 | $ 0 | |
Los Angeles, Suite 740 [Member] | Building [Member] | |||
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Lessee, Operating Lease, Disclosure [Line Items] | |||
Lease liability | 135,879 | ||
Los Angeles, Suite 745 [Member] | Building [Member] | |||
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Lessee, Operating Lease, Disclosure [Line Items] | |||
Lease liability | 172,612 | ||
Storage Space [Member] | Building [Member] | |||
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Lessee, Operating Lease, Disclosure [Line Items] | |||
Lease liability | 4,725 | ||
Westport, CT., 54 Wilton Rd [Member] | Building [Member] | |||
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Lessee, Operating Lease, Disclosure [Line Items] | |||
Lease liability | $ 427,302 |
NOTE 5 - RIGHT TO USE ASSETS _6
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Schedule of Future Minimum Rental Payments for Operating Leases - USD ($) | Sep. 30, 2019 | Jan. 01, 2019 |
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | ||
Six months ended December 31, 2019 | $ 102,007 | |
Year ended December 31, 2020 | 413,988 | |
Year ended December 31, 2021 | 286,256 | |
Total | 802,251 | |
Less: Present value discount | (61,733) | |
Lease liability | $ 740,518 | $ 422,215 |
NOTE 5 - RIGHT TO USE ASSETS _7
NOTE 5 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Lease Cost - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 102,394 | $ 232,427 |
Short-term lease expense | 31,492 | 64,252 |
Variable lease expense | (100) | 1,512 |
Lease cost | $ 133,786 | $ 298,191 |
NOTE 6 - ACCOUNTS PAYABLE AND_3
NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Accrued accounting and legal | $ 195,808 | $ 59,439 |
Accrued reimbursements and travel | 57,103 | 27,853 |
Accrued consulting | 90,138 | 89,718 |
Accrued research and development expenses | 336,204 | 351,631 |
Accrued office and other | 16,713 | 14,304 |
Accrued payroll and related expenses | 15,151 | 395,000 |
Deferred rent | 0 | 3,377 |
Accrued settlement related to arbitration | 13,333 | 13,333 |
$ 724,450 | $ 954,655 |
NOTE 7 - SERIES C 9% CONVERTI_2
NOTE 7 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) - USD ($) | Jan. 09, 2013 | Jun. 30, 2019 | May 31, 2019 | Apr. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
NOTE 7 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||
Class of Warrant or Rights, Granted | 532,251 | 0 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 6.53 | |||||
Warrants, Term of Warrants | 5 years | |||||
Warrant, Description of Warrant | The warrants contained 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 $6.53 per share as well as other customary anti-dilution protection. The warrants were exercisable for cash; or if at any time after six months from the issuance date, there was 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 could be exercised by means of a “cashless exercise”. | |||||
Class of Warrant or Right, Outstanding | 2,477,245 | 4,579,511 | ||||
Series C Preferred Stock [Member] | ||||||
NOTE 7 - 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. | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 70,069 | 17,138 | 3,507 | |||
Conversion of Stock, Shares Issued | 200 | 50 | 10 | |||
Temporary Equity, Shares Issued | 215 | 475 | ||||
Dividends Payable (in Dollars) | $ 123,601 | $ 242,908 | ||||
Full-Ratchet Anti-Dilution Protection Provision [Member] | Series C Preferred Stock [Member] | ||||||
NOTE 7 - SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 3.75 | |||||
Class of Warrant or Right, Outstanding | 926,121 |
NOTE 8 - EQUITY (Details)
NOTE 8 - EQUITY (Details) - USD ($) | Sep. 10, 2018 | Jun. 30, 2019 | May 31, 2019 | Apr. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Sep. 09, 2018 |
NOTE 8 - 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 | |||||||
Stockholders' Equity, Reverse Stock Split | 1 share for every 2.5 shares of common stock | |||||||||
Common Stock, Shares, Issued | 16,133,544 | 22,032,342 | 22,032,342 | 16,868,783 | 40,333,758 | |||||
Adjustments to Additional Paid in Capital, Other (in Dollars) | $ 24,200 | |||||||||
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 | |||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 1,196,628 | $ 237,300 | $ 5,803,428 | $ 2,768,800 | ||||||
Proceeds from Warrant Exercises (in Dollars) | $ 6,400,000 | |||||||||
Class of Warrant or Rights, Exercised | 1,868,969 | |||||||||
Proceeds from Stock Options Exercised (in Dollars) | $ 465,198 | $ 615,600 | ||||||||
Subsidiary or Equity Method Investee, Cumulative Proceeds Received on All Transactions (in Dollars) | $ 3,694,646 | 3,694,646 | ||||||||
Share-based Payment Arrangement, Expense (in Dollars) | $ 501,000 | |||||||||
NeuroClear Technologies, Inc ("NeuroClear") [Member] | ||||||||||
NOTE 8 - EQUITY (Details) [Line Items] | ||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 5 | $ 5 | ||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 501,000 | |||||||||
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions | 739,000 | |||||||||
Subsidiary or Equity Method Investee, Cumulative Proceeds Received on All Transactions (in Dollars) | $ 3,694,646 | |||||||||
Sale of Stock, Description of Transaction | each share of Subsidiary Stock may be exchanged into 0.9 of a share of common stock of the Company | |||||||||
Shares Issued for Services [Member] | ||||||||||
NOTE 8 - EQUITY (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 973,317 | |||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 5,803,428 | |||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 5.96 | $ 5.96 | ||||||||
Stock Based Compensation [Member] | ||||||||||
NOTE 8 - EQUITY (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Conversion of Units | 83,332 | |||||||||
Stock in exchange for proceeds [Member] | ||||||||||
NOTE 8 - EQUITY (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 2,155,127 | |||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 8,619,278 | |||||||||
Payments of Stock Issuance Costs (in Dollars) | $ 1,230 | |||||||||
Stock in Exchange for Proceeds of Exercise of Warrants [Member] | ||||||||||
NOTE 8 - EQUITY (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,562,896 | |||||||||
Proceeds from Warrant Exercises (in Dollars) | $ 6,354,870 | |||||||||
Cashless Exercise of Warrants [Member] | ||||||||||
NOTE 8 - EQUITY (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 161,986 | |||||||||
Class of Warrant or Rights, Exercised | 306,072 | |||||||||
Stock in Exchange for Proceeds of Exercise of Options [Member] | ||||||||||
NOTE 8 - EQUITY (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 97,500 | |||||||||
Proceeds from Stock Options Exercised (in Dollars) | $ 465,198 | |||||||||
Cashless Exercise of Options [Member] | ||||||||||
NOTE 8 - EQUITY (Details) [Line Items] | ||||||||||
Class of Warrant or Rights, Exercised | 130,423 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 38,687 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
NOTE 8 - EQUITY (Details) [Line Items] | ||||||||||
Preferred Stock, Shares Authorized | 200 | 200 | 200 | |||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||||
Series B Preferred Stock [Member] | ||||||||||
NOTE 8 - EQUITY (Details) [Line Items] | ||||||||||
Preferred Stock, Shares Authorized | 600 | 600 | 600 | |||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||||
Series C Preferred Stock [Member] | ||||||||||
NOTE 8 - EQUITY (Details) [Line Items] | ||||||||||
Preferred Stock, Shares Authorized | 4,200 | 4,200 | 4,200 | |||||||
Preferred Stock, Shares Outstanding | 215 | 215 | 475 | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 70,069 | 17,138 | 3,507 | |||||||
Series D Preferred Stock [Member] | ||||||||||
NOTE 8 - EQUITY (Details) [Line Items] | ||||||||||
Preferred Stock, Shares Authorized | 1,400 | 1,400 | 1,400 | |||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||||
Series E Preferred Stock [Member] | ||||||||||
NOTE 8 - EQUITY (Details) [Line Items] | ||||||||||
Preferred Stock, Shares Authorized | 1,000 | 1,000 | 1,000 | |||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 |
NOTE 9 - OPTIONS, RESTRICTED _3
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - USD ($) | Sep. 24, 2019 | Aug. 07, 2019 | Jul. 02, 2019 | Jun. 21, 2019 | May 17, 2019 | Mar. 20, 2019 | Mar. 14, 2019 | Feb. 28, 2019 | Jan. 22, 2019 | Oct. 19, 2012 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share Price (in Dollars per share) | $ 8.25 | $ 8.25 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars) | $ 160,086 | $ 854,420 | $ 1,574,106 | ||||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ 7,696,286 | 4,342,906 | |||||||||||||
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, Options, Grants in Period, Gross | 963,333 | ||||||||||||||
Share-based Payment Arrangement, 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 | 7,474,450 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | If an Incentive Stock Option is granted to an employee who owns or is deemed to own more than 10% of the combined voting power of all classes of stock of the Company (or any parent or subsidiary), the option price shall be at least 110% of the fair market value of a share of common stock on the date of grant. | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 637,929 | 637,929 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 963,333 | ||||||||||||||
Share Price (in Dollars per share) | $ 8.25 | $ 8.25 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars) | $ 354,976 | ||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount (in Dollars) | 3,030,038 | $ 3,030,038 | $ 173,446 | ||||||||||||
Share-based Payment Arrangement, Option [Member] | 2012 Equity Incentive Plan [Member] | Maximum [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 | ||||||||||||||
Share-based Payment Arrangement, Option [Member] | 2012 Equity Incentive Plan [Member] | Services Provided [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ 9.056 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 158,333 | ||||||||||||||
Share-based Payment Arrangement, Option [Member] | 2012 Equity Incentive Plan [Member] | Options at $4.33 [Member] | Services Provided [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 460,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ 4.33 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||
Share-based Payment Arrangement, Option [Member] | 2012 Equity Incentive Plan [Member] | Options at $5.66 [Member] | Services Provided [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 345,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ 5.66 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||
Share-based Payment Arrangement, Option [Member] | 2012 Equity Incentive Plan [Member] | Options at $5.66 [Member] | Services Provided [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 150,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vesting at anniversary date beginning March 14, 2020 over 3 years, 175,000 options vesting quarterly beginning June 14, 2019 over 3 years | ||||||||||||||
Share-based Payment Arrangement, Option [Member] | 2012 Equity Incentive Plan [Member] | Options at $5.66 [Member] | Services Provided [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 175,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vesting quarterly beginning June 14, 2019 over 3 years | ||||||||||||||
Share-based Payment Arrangement, Option [Member] | 2012 Equity Incentive Plan [Member] | Options at $5.66 [Member] | Services Provided [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 20,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vesting at one year anniversary | ||||||||||||||
Change in fair value of the modified options at May 17, 2019 [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 | 628,905 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | from the contractual 90 days from termination of service to the earlier of the initial life up or May 17, 2021 | ||||||||||||||
Equity, Fair Value Adjustment (in Dollars) | $ 666,062 | ||||||||||||||
Restricted Stock [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vesting at one-year anniversary | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 40,000 | 40,000 | |||||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | 417,618 | $ 0 | 1,038,438 | $ 9 | |||||||||||
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent (in Dollars) | $ 1,308,060 | $ 1,308,060 | |||||||||||||
Restricted Stock [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | ||||||||||||||
Restricted Stock [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | ||||||||||||||
Restricted Stock [Member] | Shares Issued for Services [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vesting quarterly beginning on April 1, 2019 over one year | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 120,000 | ||||||||||||||
Restricted Stock [Member] | Shares Issued for Services [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | immediately | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 23,332 | ||||||||||||||
Restricted Stock [Member] | Shares Issued for Services [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 23,334 vesting at one-year anniversary | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 23,334 | ||||||||||||||
Restricted Stock [Member] | Shares Issued for Services [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 23,334 vesting at two-year anniversary | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 23,334 | ||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 50,000 | ||||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 25,000 | ||||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 25,000 | ||||||||||||||
Warrants at $2.10 [Member] | |||||||||||||||
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 70,000 |
NOTE 9 - OPTIONS, RESTRICTED _4
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 | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of Options | 3,667,238 | 3,135,828 |
Options Outstanding, Weighted Average Remaining Life | 5 years 6 months | |
Options Exercisable, Number of Options | 2,892,122 | |
Options at $2.51-$5.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 2.51 | |
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 5 | |
Options Outstanding, Number of Options | 1,538,361 | |
Options Outstanding, Weighted Average Remaining Life | 7 years 328 days | |
Options Exercisable, Number of Options | 1,115,031 | |
Options at $5.01-$7.50 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 5.01 | |
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 7.500 | |
Options Outstanding, Number of Options | 1,850,544 | |
Options Outstanding, Weighted Average Remaining Life | 3 years 36 days | |
Options Exercisable, Number of Options | 1,643,895 | |
Options at $7.51-$10.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 7.51 | |
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 10 | |
Options Outstanding, Number of Options | 278,333 | |
Options Outstanding, Weighted Average Remaining Life | 7 years 328 days | |
Options Exercisable, Number of Options | 133,196 |
NOTE 9 - OPTIONS, RESTRICTED _5
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity - 2012 Equity Incentive Plan [Member] - USD ($) | Dec. 31, 2018 | Sep. 30, 2019 |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity [Line Items] | ||
Options Outstanding, Shares | 3,135,828 | 3,667,238 |
Options Outstanding, Weighted-Average Exercise Price | $ 5.34 | $ 5.42 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 5 years 73 days | 5 years 186 days |
Options Outstanding, Aggregate Intrinsic Value | $ 311,545 | $ 10,714,636 |
Options Exercisable, Shares | 2,892,122 | |
Options Exercisable, Weighted-Average Exercise Price | $ 5.39 | |
Options Exercisable, Weighted-Average Remaining Contractual Term | 5 years 146 days | |
Options Exercisable, Aggregate Intrinsic Value | $ 8,480,496 | |
Options Granted, Shares | 963,333 | |
Options Granted, Weighted-Average Exercise Price | $ 5.58 | |
Options Granted, Weighted-Average Remaining Contractual Term | 10 years | |
Options Exercised, Shares | (227,923) | |
Options Exercised, Weighted-Average Exercise Price | $ 4.92 | |
Options Exercised, Weighted-Average Remaining Contractual Term | 2 years 120 days | |
Options Canceled, Shares | (204,000) | |
Options Canceled, Weighted-Average Exercise Price | $ 5.51 |
NOTE 9 - OPTIONS, RESTRICTED _6
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 9 Months Ended |
Sep. 30, 2019$ / shares | |
Minimum [Member] | |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Risk-free interest rate | 1.85% |
Dividend yield | 0.00% |
Stock price volatility | 90.06% |
Expected life | 6 years |
Weighted average grant date fair value (in Dollars per share) | $ 4.606 |
Maximum [Member] | |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Risk-free interest rate | 2.74% |
Dividend yield | 0.00% |
Stock price volatility | 91.55% |
Expected life | 10 years |
Weighted average grant date fair value (in Dollars per share) | $ 4.606 |
Change in fair value of the modified options at May 17, 2019 [Member] | |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Dividend yield | 0.00% |
Stock price volatility | 89.97% |
Change in fair value of the modified options at May 17, 2019 [Member] | Minimum [Member] | |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Expected life | 43 days |
Change in fair value of the modified options at May 17, 2019 [Member] | Maximum [Member] | |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Expected life | 2 years |
NOTE 9 - OPTIONS, RESTRICTED _7
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Nonvested Restricted Stock Shares Activity - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2019shares | |
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Nonvested Restricted Stock Shares Activity [Line Items] | |
Vested restricted shares | 0 |
Unvested restricted shares | 246,668 |
Restricted shares Granted | 330,000 |
Vested and issued | (83,332) |
Vested restricted shares | 0 |
NOTE 9 - OPTIONS, RESTRICTED _8
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range - $ / shares | 9 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | 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) | $ 6.53 | ||
Number of Warrants Outstanding | 2,477,245 | 4,579,511 | |
Warrants at $0.0025 [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) | $ 0.0025 | ||
Number of Warrants Outstanding | 153,328 | ||
Expiration Date, Warrants | January 2020 | ||
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 | 1,013,427 | ||
Expiration Date, Warrants | October 2019 to January 2021 | ||
Warrants at $4.375 [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) | $ 4.375 | ||
Number of Warrants Outstanding | 602,272 | ||
Expiration Date, Warrants | April 2021 to May 2021 | ||
Warrants at $4.6 [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) | $ 4.60 | ||
Number of Warrants Outstanding | 9,167 | ||
Expiration Date, Warrants | January 2020 | ||
Warrants at $5.05 [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) | $ 5.05 | ||
Number of Warrants Outstanding | 8,566 | ||
Expiration Date, Warrants | January 2020 | ||
Warrants at $6.85 [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) | $ 6.85 | ||
Number of Warrants Outstanding | 209,377 | ||
Expiration Date, Warrants | July 2021 to August 2021 | ||
Warrants at $9.375 [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) | $ 9.375 | ||
Number of Warrants Outstanding | 481,108 | ||
Expiration Date, Warrants | March 2020 |
NOTE 9 - OPTIONS, RESTRICTED _9
NOTE 9 - OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - USD ($) | Jan. 09, 2013 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | ||||||
Warrants Outstanding, Shares | 2,477,245 | 2,477,245 | 4,579,511 | |||
Warrants Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 5.03 | $ 5.03 | $ 4.73 | |||
Warrants Outstanding, Weighted-Average Remaining Contractual Term | 1 year | 1 year 6 months | ||||
Warrants Outstanding, Aggregate Intrinsic Value (in Dollars) | $ 8,512,797 | $ 8,512,797 | $ 1,924,388 | |||
Warrants Vested and expected to vest, Shares | 2,477,245 | 2,477,245 | ||||
Warrants Vested and expected to vest, Weighted-Average Exercise Price (in Dollars per share) | $ 5.03 | $ 5.03 | ||||
Warrants Vested and expected to vest, Weighted-Average Remaining Contractual Term | 1 year | |||||
Warrants Vested and expected to vest, Aggregate Intrinsic Value (in Dollars) | $ 8,512,797 | $ 8,512,797 | ||||
Warrants Exercisable, Shares | 2,477,245 | 2,477,245 | ||||
Warrants Exercisable, Weighted-Average Exercise Price (in Dollars per share) | $ 5.03 | $ 5.03 | ||||
Warrants Exercisable, Weighted-Average Remaining Contractual Term | 1 year | |||||
Warrants Exercisable, Aggregate Intrinsic Value (in Dollars) | $ 8,512,797 | $ 8,512,797 | ||||
Warrants Granted, Shares | 532,251 | 0 | ||||
Warrants Exercised, Shares | (1,868,969) | |||||
Warrants Exercised, Weighted-Average Exercise Price (in Dollars per share) | $ 4.01 | $ 3.75 | $ 4.02 | $ 3.81 | ||
Warrants Expired, Shares | (233,297) | |||||
Warrants Expried, Weighted-Average Exercise Price (in Dollars per share) | $ 7.24 |
NOTE 10 - NON-CONTROLLING INT_3
NOTE 10 - NON-CONTROLLING INTEREST (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($)shares | |
NOTE 10 - NON-CONTROLLING INTEREST (Details) [Line Items] | ||
Subsidiary or Equity Method Investee, Cumulative Proceeds Received on All Transactions | $ 3,694,646 | $ 3,694,646 |
NeuroClear Technologies, Inc ("NeuroClear") [Member] | ||
NOTE 10 - NON-CONTROLLING INTEREST (Details) [Line Items] | ||
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions | shares | 739,000 | |
Subsidiary or Equity Method Investee, Cumulative Proceeds Received on All Transactions | $ 3,694,646 | |
NeuroClear Technologies, Inc ("NeuroClear") [Member] | ||
NOTE 10 - NON-CONTROLLING INTEREST (Details) [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 89.80% | 89.80% |
NOTE 10 - NON-CONTROLLING INT_4
NOTE 10 - NON-CONTROLLING INTEREST (Details) - Schedule of Non-Controlling Interest - NeuroClear Technologies, Inc ("NeuroClear") [Member] | 9 Months Ended |
Sep. 30, 2019USD ($) | |
NOTE 10 - NON-CONTROLLING INTEREST (Details) - Schedule of Non-Controlling Interest [Line Items] | |
Net loss | $ (239,308) |
Average Non-controlling interest percentage of profit/losses | 8.58% |
Net loss attributable to the non-controlling interest | $ (20,538) |
NOTE 10 - NON-CONTROLLING INT_5
NOTE 10 - NON-CONTROLLING INTEREST (Details) - Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net - USD ($) | Dec. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Abstract] | |||||
Balance | $ 0 | $ 405,674 | |||
Allocation of equity to non-controlling interest due to sale of subsidiary stock | 426,212 | ||||
Net loss attributable to non-controlling interest | $ (20,538) | $ 0 | $ (20,538) | $ 0 |
NOTE 11 - RELATED PARTY TRANS_2
NOTE 11 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | Nov. 01, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
NOTE 11 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Due to Related Parties, Current | $ 9,014 | $ 9,014 | $ 32,366 | |||
Related Party Transaction, Description of Transaction | Company entered into a Master Services Agreement (the “Agreement”) with 3LP Advisors LLC (d/b/a Sherpa Technology Group) (“Sherpa”) and an initial statement of work (the “SOW”), pursuant to which Sherpa will develop, execute and expand the Company’s intellectual property strategy over the course of the next approximately 18 months by evaluating the business and technology landscape in which the Company operates, and charting and executing a strategy of patent filing and licensing. | |||||
Related Party Costs | 75,000 | $ 75,000 | 225,000 | $ 352,219 | ||
Affiliated Entity [Member] | ||||||
NOTE 11 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Related Party Transaction, Description of Transaction | Company will pay Sherpa fee of (i) $200,000 in cash, of which $25,000 will be paid on January 1, 2018, with the remainder to be paid upon completion of certain objectives, and (ii) a ten-year option to purchase up to 120,000 of the Company’s common stock at an exercise of $3.75 per share of common stock, of which 60,000 options vest immediately and 60,000 options were performance conditioned and subsequently vested. | |||||
Director #2 [Member] | ||||||
NOTE 11 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Due from Other Related Parties, Current | $ 0 | |||||
Patent Costs, Consulting Fees and Expense Reimbursements [Member] | ||||||
NOTE 11 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Due from Other Related Parties, Current | $ 26,169 | $ 26,169 |
NOTE 13 - SUBSEQUENT EVENTS (De
NOTE 13 - SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] | Oct. 16, 2019shares | Oct. 09, 2019USD ($)shares | Oct. 08, 2019$ / sharesshares | Oct. 02, 2019USD ($)shares | Oct. 01, 2019USD ($)m²shares | Oct. 31, 2019USD ($) |
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 30,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 45,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 8 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 55,000 | |||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 185,000 | |||||
Area of Real Estate Property (in Square Meters) | m² | 1,400 | |||||
Operating Leases, Rent Expense, Minimum Rentals (in Dollars) | $ | $ 2,300 | |||||
Lessee, Operating Lease, Renewal Term | 2 years | |||||
Cashless Exercise of Warrants [Member] | ||||||
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 606 | |||||
Proceeds from Warrant Exercises (in Dollars) | $ | $ 3,854 | |||||
Cashless Exercise of Options [Member] | ||||||
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 7,375 | 46,847 | ||||
Proceeds from Stock Options Exercised (in Dollars) | $ | $ 37,539 | $ 191,714 |