Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 12, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | CARDAX, INC. | |
Entity Central Index Key | 0001544238 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 136,640,761 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 31,451 | $ 243,753 |
Accounts receivable | 34,454 | 157,082 |
Inventories | 1,424,801 | 1,480,380 |
Deposits and other assets | 119,066 | 119,066 |
Prepaid expenses | 22,768 | 24,083 |
Total current assets | 1,632,540 | 2,024,364 |
INTANGIBLE ASSETS, net | 429,860 | 434,534 |
RIGHT TO USE LEASED ASSETS | 26,298 | |
TOTAL ASSETS | 2,088,698 | 2,458,898 |
CURRENT LIABILITIES | ||
Accrued payroll and payroll related expenses, current portion | 3,437,083 | 3,428,011 |
Accounts payable and accrued expenses | 1,591,005 | 1,996,097 |
Shareholder note payable | 75,000 | |
Fees payable to directors | 418,546 | 418,546 |
Accrued separation costs, current portion | 9,000 | 9,000 |
Current portion of notes payable, net of discount | 476,159 | |
Employee settlement | 50,000 | 50,000 |
Lease liability, current portion | 17,129 | |
Derivative liability on convertible note payable | 32,615 | |
Total current liabilities | 6,106,537 | 5,901,654 |
NON-CURRENT LIABILITIES | ||
Notes payable, net of current portion | 1,000,000 | |
Accrued separation costs, less current portion | 88,135 | 92,635 |
Lease liability, less current portion | 9,169 | |
Total non-current liabilities | 1,097,304 | 92,635 |
COMMITMENTS AND CONTINGENCIES | ||
Total liabilities | 7,203,841 | 5,994,289 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock - $0.001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | ||
Common stock - $0.001 par value; 400,000,000 shares authorized, 136,640,761 and 133,888,573 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 136,641 | 133,889 |
Additional paid-in-capital | 58,908,648 | 58,274,038 |
Accumulated deficit | (64,160,432) | (61,943,318) |
Total stockholders' deficit | (5,115,143) | (3,535,391) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 2,088,698 | $ 2,458,898 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 136,640,761 | 133,888,573 |
Common stock, shares outstanding | 136,640,761 | 133,888,573 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
REVENUES, net | $ 45,391 | $ 272,049 | $ 210,363 | $ 585,359 |
COST OF GOODS SOLD | 29,481 | 145,669 | 133,661 | 281,201 |
GROSS PROFIT | 15,910 | 126,380 | 76,702 | 304,158 |
OPERATING EXPENSES: | ||||
Salaries and wages | 384,917 | 397,239 | 789,726 | 815,457 |
Selling, general, and administrative expenses | 233,876 | 391,250 | 525,445 | 818,117 |
Professional fees | 200,880 | 229,278 | 442,248 | 411,167 |
Stock based compensation | 178,687 | 133,062 | 359,062 | 262,687 |
Research and development | 59,196 | 67,747 | 104,868 | 127,978 |
Depreciation and amortization | 7,766 | 7,530 | 19,028 | 17,135 |
Total operating expenses | 1,065,322 | 1,226,106 | 2,240,377 | 2,452,541 |
Loss from operations | (1,049,412) | (1,099,726) | (2,163,675) | (2,148,383) |
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liability | 17,385 | 17,385 | ||
Other income | 556 | |||
Interest income | 815 | 2 | 1,934 | |
Interest expense | (49,667) | (1,211) | (70,826) | (2,092) |
Total other (expense) income, net | (32,282) | (396) | (53,439) | 398 |
Loss before the provision for income taxes | (1,081,694) | (1,100,122) | (2,217,114) | (2,147,985) |
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (1,081,694) | $ (1,100,122) | $ (2,217,114) | $ (2,147,985) |
NET LOSS PER SHARE | ||||
Basic | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Diluted | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic | 136,934,763 | 122,975,014 | 135,449,180 | 122,825,595 |
Diluted | 136,934,763 | 122,975,014 | 135,449,180 | 122,825,595 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholder Deficit - USD ($) | Common Stock [Member] | Additional Paid-In-Capital [Member] | Deferred Compensation [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 122,675 | $ 56,401,069 | $ (10,125) | $ (57,919,096) | $ (1,405,477) |
Balance, shares at Dec. 31, 2017 | 122,674,516 | ||||
Common stock grants to independent directors | $ 469 | 112,031 | 112,500 | ||
Common stock grants to independent directors, shares | 469,274 | ||||
Deferred compensation | 10,125 | 10,125 | |||
Deferred compensation, shares | |||||
Stock option exercises - cashless | $ 157 | (157) | |||
Stock option exercises - cashless, shares | 156,997 | ||||
Stock based compensation - options | 140,062 | 140,062 | |||
Net loss | (2,147,985) | (2,147,985) | |||
Balance at Jun. 30, 2018 | $ 123,301 | 56,653,005 | (60,067,081) | (3,290,775) | |
Balance, shares at Jun. 30, 2018 | 123,300,787 | ||||
Balance at Dec. 31, 2017 | $ 122,675 | 56,401,069 | (10,125) | (57,919,096) | $ (1,405,477) |
Balance, shares at Dec. 31, 2017 | 122,674,516 | ||||
Stock option exercises - cashless, shares | 200,000 | ||||
Balance at Dec. 31, 2018 | $ 133,889 | 58,274,038 | (61,943,318) | $ (3,535,391) | |
Balance, shares at Dec. 31, 2018 | 133,888,573 | ||||
Balance at Mar. 31, 2018 | $ 122,860 | 56,520,383 | (58,966,959) | (2,323,716) | |
Balance, shares at Mar. 31, 2018 | 122,859,700 | ||||
Common stock grants to independent directors | $ 284 | 62,216 | 62,500 | ||
Common stock grants to independent directors, shares | 284,090 | ||||
Deferred compensation | |||||
Deferred compensation, shares | |||||
Stock option exercises - cashless | $ 157 | (157) | |||
Stock option exercises - cashless, shares | 156,997 | ||||
Stock based compensation - options | 70,563 | 70,563 | |||
Net loss | (1,100,122) | (1,100,122) | |||
Balance at Jun. 30, 2018 | $ 123,301 | 56,653,005 | (60,067,081) | (3,290,775) | |
Balance, shares at Jun. 30, 2018 | 123,300,787 | ||||
Balance at Dec. 31, 2018 | $ 133,889 | 58,274,038 | (61,943,318) | (3,535,391) | |
Balance, shares at Dec. 31, 2018 | 133,888,573 | ||||
Common stock grants to independent directors | $ 1,044 | 173,956 | 175,000 | ||
Common stock grants to independent directors, shares | 1,043,858 | ||||
Stock based compensation - options | 173,000 | 173,000 | |||
Common stock grant to service providers | $ 75 | 10,987 | 11,062 | ||
Common stock grant to service providers, shares | 75,000 | ||||
Restricted stock issuances | $ 1,633 | 243,367 | 245,000 | ||
Restricted stock issuances, shares | 1,633,330 | ||||
Issuance of warrants attached to a convertible note | 33,300 | 33,300 | |||
Net loss | (2,217,114) | (2,217,114) | |||
Balance at Jun. 30, 2019 | $ 136,641 | 58,908,648 | (64,160,432) | (5,115,143) | |
Balance, shares at Jun. 30, 2019 | 136,640,761 | ||||
Balance at Mar. 31, 2019 | $ 134,687 | 58,498,615 | (61,943,318) | (3,310,016) | |
Balance, shares at Mar. 31, 2019 | 134,686,596 | ||||
Common stock grants to independent directors | $ 583 | 86,917 | 87,500 | ||
Common stock grants to independent directors, shares | 583,333 | ||||
Stock based compensation - options | 86,500 | 86,500 | |||
Common stock grant to service providers | $ 38 | 4,649 | 4,687 | ||
Common stock grant to service providers, shares | 37,500 | ||||
Restricted stock issuances | $ 1,333 | 198,667 | 200,000 | ||
Restricted stock issuances, shares | 1,333,332 | ||||
Issuance of warrants attached to a convertible note | 33,300 | 33,300 | |||
Net loss | (2,217,114) | (1,081,694) | |||
Balance at Jun. 30, 2019 | $ 136,641 | $ 58,908,648 | $ (64,160,432) | $ (5,115,143) | |
Balance, shares at Jun. 30, 2019 | 136,640,761 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,217,114) | $ (2,147,985) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 19,028 | 17,135 |
Amortization of debt discount | 9,459 | |
Stock based compensation | 359,062 | 262,687 |
Bad debt expense on note receivable and accrued interest | 89,933 | |
Change in fair value of derivative liability | (17,385) | |
Changes in assets and liabilities: | ||
Accounts receivable | 170,225 | 83,201 |
Inventories | 55,579 | (58,637) |
Deposits and other assets | (118,168) | |
Prepaid expenses | 1,315 | (78,376) |
Accrued payroll and payroll related expenses | 9,072 | 15,982 |
Accounts payable and accrued expenses | (452,689) | 44,902 |
Accrued separation costs | (4,500) | |
Net cash used in operating activities | (2,067,948) | (1,889,326) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Increase in intangible assets | (14,354) | (20,328) |
Net cash used in investing activities | (14,354) | (20,328) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the issuance of common stock | 245,000 | |
Proceeds from the issuances of notes payable | 1,550,000 | |
Proceeds from the issuances of a shareholder note payable | 75,000 | |
Net cash provided by financing activities | 1,870,000 | |
NET DECREASE IN CASH | (212,302) | (1,909,654) |
BEGINNING OF THE PERIOD | 243,753 | 2,236,837 |
END OF THE PERIOD | 31,451 | 327,183 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 42,045 | 2,092 |
Cash paid for income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Discount recognized on notes payable at issuance | 83,300 | |
Settlement of receivables with payables | 47,597 | 80,000 |
Right to use assets funded through leases | $ 26,298 |
Company Background
Company Background | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Company Background | NOTE 1 – COMPANY BACKGROUND The Company’s predecessor, Cardax Pharmaceuticals, Inc. (“Holdings”), was incorporated in the State of Delaware on March 23, 2006. Cardax, Inc. (the “Company”) (OTCQB:CDXI) is a development stage biopharmaceutical company primarily focused on the development of pharmaceuticals for chronic diseases driven by inflammation. The Company also has a commercial business unit that markets dietary supplements for inflammatory health. CDX-101, the Company’s astaxanthin pharmaceutical candidate, is being developed for cardiovascular inflammation and dyslipidemia, with a target initial indication of severe hypertriglyceridemia. CDX-301, the Company’s zeaxanthin pharmaceutical candidate, is being developed for macular degeneration, with a target initial indication of Stargardt disease. The Company’s pharmaceutical candidates are currently in pre-clinical development, including the planning of IND enabling studies. ZanthoSyn® is a physician recommended astaxanthin dietary supplement for inflammatory health. The Company sells ZanthoSyn® primarily through wholesale and e-commerce channels. The safety and efficacy of the Company’s products have not been directly evaluated in clinical trials or confirmed by the FDA. Going concern matters The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying condensed consolidated financial statements, the Company incurred net losses of $1,081,694 and $2,217,114 for the three and six-months ended June 30, 2019, respectively, and incurred net losses of $1,100,122 and $2,147,985 for the three and six-months ended June 30, 2018, respectively. The Company has incurred losses since inception resulting in an accumulated deficit of $64,160,432 as of June 30, 2019, and has had negative cash flows from operating activities since inception. The Company expects that its marketing program for ZanthoSyn® will continue to focus on outreach to physicians, healthcare professionals, retail personnel, and consumers, and anticipates further losses in the development of its consumer business. The Company also plans to advance the research and development of its pharmaceutical candidates and anticipates further losses in the development of its pharmaceutical business. As a result of these and other factors, management has determined there is substantial doubt about the Company’s ability to continue as a going concern. During the six-months ended June 30, 2019, the Company raised additional capital to carry out its business plan. As part of the Company’s efforts, it raised an additional $245,000 in equity from existing stockholders and issued $1,625,000 in debt, including $1,400,000 from a current stockholder that beneficially owns more than 5% of the Company’s common stock and $75,000 from a related party. In addition, the Company raised $850,000 subsequent to June 30, 2019 from a current stockholder that beneficially owns more than 5% of the Company’s common stock. On August 14, 2019, the Company filed a registration statement on Form S-1 for a proposed $15 million public offering of common stock and warrants. The Company intends to use the proceeds from the proposed public offering primarily to fund pharmaceutical development and its operations. The Company’s continued ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited interim financial information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended June 30, 2019 and 2018. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 28, 2019. Revenue from contracts with customers In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new standard related to revenue recognition. Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this standard effective January 1, 2018, using the retrospective method. As there was no impact on contracts that were previously completed and no significant impact to contracts completed after adoption, there was no need to restate prior results from operations. The Company recognizes revenues from its contracts with customers for its products through wholesale and e-commerce channels when goods and services have been identified, the payment terms agreed to, the contract has commercial substance, both parties have approved the contract, and it is probable that the Company will collect all substantial consideration. The following table presents our revenues disaggregated by revenue source and geographical location. Sales and usage-based taxes are included as a component of revenues for the six-months ended: June 30, 2019 June 30, 2018 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 210,363 $ 568,946 Hong Kong Nutraceuticals $ - $ 16,413 Sales discounts, rebates, promotional amounts to vendors, and returns and allowances are recorded as a reduction to sales in the period in which sales are recorded. The Company records shipping charges and sales tax gross in revenues and cost of goods sold. Sales discounts and other adjustments are recorded at the time of sale. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases The Company applied the modified retrospective approach in adopting this standard. The modified retrospective approach includes a number of optional practical expedients that the Company elected to apply; primarily the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. As part of this adoption, the Company will, in effect, continue to account for leases that commence before the effective date in accordance with previous U.S. GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous U.S. GAAP. This adoption of this standard on January 1, 2019, resulted in the Company recognizing a right-to-use asset and lease liability. The Company elected to not recognize any right-to-use assets or liabilities for leases that are twelve months or less. Lease costs are recognized straight-line over the term of the lease. The adoption of this standard did not impact retained earnings or cash flows of the Company. Derivative financial instruments The Company accounts for the fair value of the conversion feature in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives Other significant accounting policies There have been no other material changes to our significant accounting policies during the six-months ended June 30, 2019, as compared to the significant accounting policies described in our Annual Report. Reclassifications The Company has made certain reclassifications to conform its prior periods’ data to the current presentation, such as reclassifying a separation agreement that has terms extending beyond one year. These reclassifications had no effect on the reported results of operations or cash flows. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 – INVENTORIES Inventories consist of the following as of: June 30, 2019 (Unaudited) December 31, 2018 Finished goods $ 650,213 $ 96,750 Raw materials 774,588 1,383,630 Total inventories $ 1,424,801 $ 1,480,380 As of June 30, 2019 and December 31, 2018, all raw materials were held at the manufacturer’s facility for future production. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | NOTE 4 – INTANGIBLE ASSETS, net Intangible assets, net, consists of the following as of: June 30, 2019 (Unaudited) December 31, 2018 Patents $ 585,589 $ 578,326 Less accumulated amortization (311,540 ) (292,512 ) 274,049 285,814 Patents pending 155,811 148,720 Total intangible assets, net $ 429,860 $ 434,534 Patents are amortized straight-line over a period of fifteen years. Amortization expense was $7,766 and $19,028 for the three and six-months ended June 30, 2019, respectively. Amortization expense was $6,717 and $15,235 for the three and six-months ended June 30, 2018, respectively. The Company has capitalized costs for several patents that are still pending. In those instances, the Company has not recorded any amortization. The Company will commence amortization when these patents are approved. The Company owns 28 issued patents, including 14 in the United States and 14 others in Europe, Canada, China, India, Japan, and Hong Kong. These patents will expire beginning in 2023 through 2028, subject to any patent term extensions of the individual patent. The Company has 1 patent application pending in the United States and 2 foreign patent applications pending in Europe and Brazil. |
Accrued Separation Costs
Accrued Separation Costs | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Separation Costs | NOTE 5 –ACCRUED SEPARATION COSTS On August 9, 2016, the Company entered into a separation agreement with an employee to pay $118,635 of accrued compensation over nine-years. As of June 30, 2019, $97,135 remains outstanding of which $9,000 is due within one-year and is reflected as a current liability. |
Related Party Note Payable
Related Party Note Payable | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Note Payable | NOTE 6 –RELATED PARTY NOTE PAYABLE On June 26, 2019, the Company borrowed $75,000 from the Chief Executive Officer of the Company with principal and interest due on August 26, 2019. This note accrues interest at the rate of 4.5% per annum and is unsecured. Accrued interest expense as of June 30, 2019 and for the six-months then ended was $46. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7 – NOTES PAYABLE Notes payable consisted of the following as of: June 30, 2019 December 31, 2018 (Unaudited) Inventory financing. $ 1,000,000 $ - Promissory note. On May 20, 2019, the Company entered into a $400,000 promissory note with a lender that is also a current stockholder that beneficially owns more than 5% of the Company’s common stock. This note accrues interest at the rate of 12% per annum, is unsecured, and matures on August 20, 2019. All principal and accrued interest is due on the maturity date. 400,000 - Convertible note. 150,000 - Total notes payable $ 1,550,000 - Less amortized discount (73,841 ) - Total notes payable, net 1,476,159 - Less current portion (476,159 ) - Long term notes payable $ 1,000,000 - Discount The Convertible Note was issued with a detachable warrant to purchase 500,000 shares of stock at $0.20 per share. The valuation of the conversion feature and detachable warrants resulted in the recognition of a $33,300 discount on this note at the date of issuance. The Convertible Note is convertible into shares of common stock at $0.12 per share for a maximum amount of 1,250,000 shares. This conversion feature is accounted for as an embedded derivative (see Note 8) and resulted in the recognition of a $50,000 discount on this note at the date of issuance. Total discounts of $83,300 are amortized using the interest method, which resulted in amortization recorded as interest expense of $9,459 for the three and six-months ended June 30, 2019. Interest expense The Company incurred interest charges of $38,528 and $58,501 during the three and six-months ended June 30, 2019, respectively, on these notes payable of which $18,474 was accrued and payable as of June 30, 2019. Maturities Future maturities of notes payable are as follows as of June 30, 2019: 2019 $ 550,000 2020 - 2021 - 2022 1,000,000 $ 1,550,000 |
Derivative Financial Instrument
Derivative Financial Instrument | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instrument | NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENT The Company estimates the fair value of the conversion feature in its issued convertible note as derivative financial instrument at issuance and at each subsequent reporting date using the Black-Scholes valuation model. The initial value is used in the determination of a note discount with each subsequent change in fair value as a component of operations. The fair value assumptions related to options issued were as follows: As of As of Issuance Date of Dividend yield 0.0 % 0.0 % Risk-free rate 1.92 % 2.44 % Volatility 123 % 102 % Expected term 1 year 1 year Volatility was calculated based on the historical volatility of the Company. The risk-free interest rate used was based on the U.S. Treasury constant maturity rate in effect at the time of grant for the expected term of the stock options to be valued. The expected dividend yield was zero, because the Company does not anticipate paying a dividend within the relevant timeframe. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 9 – STOCKHOLDERS’ DEFICIT Self-directed stock issuance 2019 During the six-months ended June 30, 2019, the Company sold securities in a self-directed offering to existing stockholders of the Company in the aggregate amount of $245,000, respectively, at $0.30 per unit. Each $0.30 unit consisted of 2 shares of restricted common stock (1,633,330 shares) and a five-year warrant to purchase 1 share of restricted common stock (816,665 warrant shares) at $0.20 per share. Warrant exchange offering In June 2018, the Company commenced an offering to exchange outstanding warrants for shares of common stock under a Form S-4 Registration Statement. These shares of common stock were issued to warrant holders in exchange for (i) their outstanding warrants to purchase shares of common stock at $0.625 per share, and (ii) cash payment of $0.15 per share. This offering closed on July 27, 2018, and resulted in an exchange of 9.6 million warrants and $1,440,043 in gross proceeds for 9,600,286 shares of common stock. Stock issuance costs associated with this capital raise totaled $196,006, resulting in a net total of $1,244,037 raised in this offering. Shares outstanding As of June 30, 2019 and December 31, 2018, the Company had a total of 136,640,761 and 133,888,573, respectively, shares of common stock outstanding. |
Stock Grants
Stock Grants | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stock Grants | NOTE 10 – STOCK GRANTS Director stock grants During the six-months ended June 30, 2019 and 2018, the Company granted its independent directors an aggregate of 1,043,858 and 469,274, respectively, shares of restricted common stock in the Company. These shares were fully vested upon issuance. The increase in number of shares issued was due to the expansion of the Board of Directors by two members in June 2018. The expense recognized for these grants based on the grant date fair value was $175,000 and $112,500 for the six-months ended June 30, 2019 and 2018, respectively. Consultant stock grants On April 10, 2017, the Company granted a consultant 100,000 shares of restricted common stock valued at $0.23 per share. These shares were subject to a risk of forfeiture and vested quarterly in arrears commencing on April 1, 2017. The Company recognized $0 and $5,750 in stock-based compensation related to this grant during the six-months ended June 30, 2019 and 2018, respectively. On August 8, 2017, the Company granted a consultant 100,000 shares of restricted common stock valued at $0.175 per share. These shares were subject to a risk of forfeiture and vested 25% upon grant and quarterly in arrears thereafter commencing on September 1, 2017. The Company recognized $0 and $4,375 in stock-based compensation related to this grant during the six-months ended June 30, 2019 and 2018, respectively. On December 31, 2018, the Company granted consultants 112,500 shares of restricted common stock valued at $0.20 per share. These shares were fully vested upon issuance. The Company recognized $22,500 in stock-based compensation related to these grants during the year ended December 31, 2018. On March 31, 2019, the Company granted consultants 37,500 shares of restricted common stock valued at $0.17 per share. On June 30, 2019, the Company granted consultants 37,500 shares of restricted common stock valued at $0.125 per share. These shares were fully vested upon issuance. The Company recognized $11,062 in stock-based compensation related to these grants during the six-months ended June 30, 2019. |
Stock Option Plans
Stock Option Plans | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Plans | NOTE 11 – STOCK OPTION PLANS On February 7, 2014, the Company adopted the 2014 Equity Compensation Plan. Under this plan, the Company may issue options to purchase shares of common stock to employees, directors, advisors, and consultants. The aggregate number of shares reserved under this plan upon adoption was 30,420,148. On April 16, 2015, the majority stockholder of the Company approved an increase in the Company’s 2014 Equity Compensation Plan by 15 million shares. On December 4, 2018, the stockholders of the Company approved an increase in the Company’s 2014 Equity Compensation Plan by an additional 5 million shares, for a total of 50,420,148 shares reserved under the plan. Under the terms of the 2014 Equity Compensation Plan and the 2006 Stock Incentive Plan (collectively, the “Plans”), incentive stock options may be granted to employees at a price per share not less than 100% of the fair market value at date of grant. If the incentive stock option is granted to a 10% stockholder, then the purchase or exercise price per share shall not be less than 110% of the fair market value per share of common stock on the grant date. Non-statutory stock options and restricted stock may be granted to employees, directors, advisors, and consultants at a price per share, not less than 100% of the fair market value at date of grant. Options granted are exercisable, unless specified differently in the grant documents, over a default term of ten years from the date of grant and generally vest over a period of four years. A summary of stock option activity is as follows: Options Weighted Weighted Aggregate Outstanding January 1, 2018 38,213,427 $ 0.41 5.23 $ 562,456 Exercisable January 1, 2018 36,213,427 $ 0.41 4.98 $ 562,456 Canceled (350,000 ) Granted 2,833,334 Exercised (200,000 ) Forfeited - Outstanding December 31, 2018 40,496,761 $ 0.40 4.52 $ 986,808 Exercisable December 31, 2018 37,157,179 $ 0.41 4.10 $ 966,808 Canceled - Granted - Exercised - Forfeited - Outstanding June 30, 2019 40,496,761 $ 0.40 4.03 $ 335,405 Exercisable June 30, 2019 37,846,756 $ 0.41 3.69 $ 335,405 The aggregate intrinsic value in the table above is before applicable income taxes and represents the excess amount over the exercise price option recipients would have received if all options had been exercised on June 30, 2019, based on a valuation of the Company’s stock for that day. A summary of the Company’s non-vested options for the six-months ended June 30, 2019 and year ended December 31, 2018, are presented below: Non-vested at January 1, 2018 2,000,000 Granted 2,833,334 Vested (1,143,752 ) Canceled (350,000 ) Non-vested at December 31, 2018 3,339,582 Granted - Vested (689,577 ) Canceled - Non-vested at June 30, 2019 2,650,005 The Company estimates the fair value of stock options granted on each grant date using the Black-Scholes option valuation model and recognizes an expense ratably over the requisite service period. The range of fair value assumptions related to options issued were as follows for the: Six-months ended Year ended Dividend yield 0.0 % 0.0 % Risk-free rate 2.38% - 3.04 % 2.38% - 3.04 % Volatility 214% - 226 % 214% - 226 % Expected term 3 - 7 years 3 - 7 years Volatility was calculated based on the historical volatility of the Company. The risk-free interest rate used was based on the U.S. Treasury constant maturity rate in effect at the time of grant for the expected term of the stock options to be valued. The expected dividend yield was zero, because the Company does not anticipate paying a dividend within the relevant timeframe. The Company records forfeitures as they occur and reverses compensation cost previously recognized, in the period the award is forfeited, for an award that is forfeited before completion of the requisite service period. Stock option exercise During the year ended December 31, 2018, the Company issued 156,997 shares of common stock in connection with the cashless exercise of stock options for 100,000, 50,000, and 50,000 shares of common stock exercisable at $0.06 per share with 43,003 shares of common stock withheld with an aggregate fair market value equal to the aggregate exercise price. Stock based compensation The Company recognized stock-based compensation expense related to options during the: Six-months ended June 30 2019 2018 Amount Amount Service provider compensation $ 88,750 $ 31,562 Employee compensation 84,250 108,500 Total $ 173,000 $ 140,062 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 12 – WARRANTS The following is a summary of the Company’s warrant activity: Warrants Weighted average exercise price Weighted average remaining contractual term in years Aggregate intrinsic value Outstanding January 1, 2018 127,434,122 $ 0.24 3.15 $ 3,957,689 Exercisable January 1, 2018 127,434,122 $ 0.24 3.15 $ 3,957,689 Canceled - Granted 315,010 Exercised (9,600,286 ) Forfeited (101,984 ) Outstanding December 31, 2018 118,046,862 $ 0.20 2.32 $ 7,848,637 Exercisable December 31, 2018 118,046,862 $ 0.20 2.32 $ 7,848,637 Expired (18,405,496 ) Granted 1,316,665 Exercised - Forfeited - Outstanding June 30, 2019 100,958,031 $ 0.13 2.27 $ 1,276,243 Exercisable June 30, 2019 100,958,031 $ 0.13 2.27 $ 1,276,243 The Company estimates the fair value of warrants granted on each grant date using the Black-Scholes option valuation model. Volatility is calculated based on the historical volatility of the Company. The risk-free interest rate used is based on the U.S. Treasury constant maturity rate in effect at the time of grant for the expected term of the warrants to be valued. The expected dividend yield is zero, because the Company does not anticipate paying a dividend within the relevant timeframe. The Company did not recognize any stock-based compensation expense related to warrants during the three-months ended June 30, 2019 and 2018. Convertible note issuance Warrants to purchase 500,000 shares of stock at $0.20 per share were issued in connection with the issuance of a convertible note. These warrants were immediately vested and expire in five years and were recorded as a discount on the convertible note in the amount of $33,300. Warrant exchange offering In June 2018, the Company commenced an offering to exchange outstanding warrants for shares of common stock under a Form S-4 Registration Statement. These shares of common stock were issued to warrant holders in exchange for (i) their outstanding warrants to purchase shares of common stock at $0.625 per share, and (ii) cash payment of $0.15 per share. This offering closed on July 27, 2018, and resulted in an exchange of 9.6 million warrants and $1,440,043 in gross proceeds for 9,600,286 shares of common stock. Stock issuance costs associated with this capital raise totaled $196,006, resulting in a net total of $1,244,037 raised in this offering. As part of this offering, warrants to purchase 315,010 shares of common stock at $0.21 per share were issued to investment bankers for their services. Warrant expiration During the six-months ended June 30, 2019, warrants to purchase an aggregate of 18,405,496 were canceled. During the year ended December 31, 2018, warrants to purchase an aggregate of 101,984 expired. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 – INCOME TAXES The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. The effective tax rate for the three and three-months ended June 30, 2019 and 2018, differs from the statutory rate of 21% as a result of state taxes (net of Federal benefit), permanent differences, and a reserve against deferred tax assets. The Company’s valuation allowance was primarily related to the operating losses. The valuation allowance is determined in accordance with the provisions of ASC No. 740, Income Taxes Recent tax legislation On March 22, 2018, the Tax Cuts and Jobs Act (“TCJA”) was enacted into law, which significantly changes existing U.S. tax law and includes numerous provisions that affect our business, such as reducing the U.S. federal statutory tax rate from 35% to 21% effective January 1, 2018. Uncertain tax positions The Company is subject to taxation in the United States and two state jurisdictions. The preparation of tax returns requires management to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by the Company. Management, in consultation with its tax advisors, files its tax returns based on interpretations that are believed to be reasonable under the circumstances. The income tax returns, however, are subject to routine reviews by the various taxing authorities. As part of these reviews, a taxing authority may disagree with respect to the tax positions taken by management (“uncertain tax positions”) and therefore may require the Company to pay additional taxes. Management evaluates the requirement for additional tax accruals, including interest and penalties, which the Company could incur as a result of the ultimate resolution of its uncertain tax positions. Management reviews and updates the accrual for uncertain tax positions as more definitive information becomes available from taxing authorities, completion of tax audits, expiration of statute of limitations, or upon occurrence of other events. As of June 30, 2019 and December 31, 2018, there was no liability for income tax associated with unrecognized tax benefits. The Company recognizes accrued interest related to unrecognized tax benefits as well as any related penalties in interest income or expense in its condensed consolidated statements of operations, which is consistent with the recognition of these items in prior reporting periods. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | NOTE 14 – BASIC AND DILUTED NET LOSS PER SHARE The following table sets forth the computation of the Company’s basic and diluted net loss per share for: Three-months ended June 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,081,694 ) 135,932,016 $ (0.01 ) Effect of dilutive securities—Common stock options and warrants - - - Diluted loss per share $ (1,081,694 ) 135,932,016 $ (0.01 ) Three-months ended June 30, 2018 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,100,122 ) 122,975,014 $ (0.01 ) Effect of dilutive securities—Common stock options and warrants - - - Diluted loss per share $ (1,100,122 ) 122,975,014 $ (0.01 ) Six-months ended June 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (2,217,114 ) 134,945,037 $ (0.02 ) Effect of dilutive securities—Common stock options and warrants - - - Diluted loss per share $ (2,217,114 ) 134,945,037 $ (0.02 ) Six-months ended June 30, 2018 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (2,147,985 ) 122,825,595 $ (0.02 ) Effect of dilutive securities—Common stock options and warrants - - - Diluted loss per share $ (2,147,985 ) 122,825,595 $ (0.02 ) The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive for the periods ended: June 30, 2019 June 30, 2018 (Unaudited) (Unaudited) Convertible notes 1,250,000 - Common stock options 40,496,761 38,696,761 Common stock warrants 100,958,031 127,434,122 Total common stock equivalents 142,704,792 166,130,883 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | NOTE 15 – LEASES Manoa Innovation Center The Company entered into an automatically renewable month-to-month lease for office space on August 13, 2010. Under the terms of this lease, the Company must provide a written notice 45 days prior to vacating the premises. Total rent expense under this agreement as amended was $9,100 and $18,199 for the three and six-months ended June 30, 2019, respectively, and $13,701 and $20,902 for the three and six-months ended June 30, 2018, respectively. Fleet Lease In January 2018, the Company entered into a vehicle lease arrangement with a rental company for three vehicles. The terms of the leases require monthly payments of $1,619 for three years. These leases convert to month-to-month leases in January 2021 unless terminated. Total lease expense under this agreement was $5,597 and $11,556 for the three and six-months ended June 30, 2019, respectively, and $5,621 and $9,351 for the three and six-months ended June 30, 2018, respectively. Right-to-use leased asset and liability As a result of the adoption of ASU No. 2016-02, Leases |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 – SUBSEQUENT EVENTS The Company evaluated all material events through the date the financials were ready for issuance. On July 10, 2019, an addendum to the $400,000 Promissory Note dated May 20, 2019 increased the borrowing by $100,000. On August 8, 2019, a second addendum to the note extended the due date to June 30, 2020. All other terms remain unchanged. On July 11, 2019, the Company notified GNC that the exclusivity provision of its purchasing agreement with GNC will not automatically renew on October 16, 2019; however, the other provisions of its purchasing agreement with GNC shall remain in effect. On July 19, 2019, the Company entered into a Senior Convertible Note, with a lender that is also a current stockholder that beneficially owns more than 5% of the Company’s common stock, for $815,217 with an original issue discount of $65,219 and gross proceeds to the Company of $750,000. This note accrues interest payable monthly at the rate of 8% per annum and matures on June 30, 2020. This note and accrued interest may convert into shares of common stock at $0.12 per share any time at the holder’s option or automatically upon a qualified financing of at least $5 million. This note also contains a detachable warrant to purchase 1,500,000 shares of common stock at $0.12 per share. On August 12, 2019, an addendum to the $75,000 Promissory Note dated June 26, 2019 extended the due date to December 31, 2019. All other terms remain unchanged. On August 14, 2019, the Company filed a registration statement on Form S-1 for a proposed $15 million public offering of common stock and warrants. Such offering is contingent upon the Company obtaining stockholder and board of director approval to effect a reverse stock split and increase of its authorized number of shares of common stock in amounts to be specified in the registration statement, which actions would be effective upon such registration statement being declared effective under the Securities Act of 1933, as amended. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited interim financial information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended June 30, 2019 and 2018. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 28, 2019. |
Revenue from Contracts with Customers | Revenue from contracts with customers In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new standard related to revenue recognition. Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this standard effective January 1, 2018, using the retrospective method. As there was no impact on contracts that were previously completed and no significant impact to contracts completed after adoption, there was no need to restate prior results from operations. The Company recognizes revenues from its contracts with customers for its products through wholesale and e-commerce channels when goods and services have been identified, the payment terms agreed to, the contract has commercial substance, both parties have approved the contract, and it is probable that the Company will collect all substantial consideration. The following table presents our revenues disaggregated by revenue source and geographical location. Sales and usage-based taxes are included as a component of revenues for the six-months ended: June 30, 2019 June 30, 2018 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 210,363 $ 568,946 Hong Kong Nutraceuticals $ - $ 16,413 Sales discounts, rebates, promotional amounts to vendors, and returns and allowances are recorded as a reduction to sales in the period in which sales are recorded. The Company records shipping charges and sales tax gross in revenues and cost of goods sold. Sales discounts and other adjustments are recorded at the time of sale. |
Leases | Leases In February 2016, the FASB issued ASU No. 2016-02, Leases The Company applied the modified retrospective approach in adopting this standard. The modified retrospective approach includes a number of optional practical expedients that the Company elected to apply; primarily the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. As part of this adoption, the Company will, in effect, continue to account for leases that commence before the effective date in accordance with previous U.S. GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous U.S. GAAP. This adoption of this standard on January 1, 2019, resulted in the Company recognizing a right-to-use asset and lease liability. The Company elected to not recognize any right-to-use assets or liabilities for leases that are twelve months or less. Lease costs are recognized straight-line over the term of the lease. The adoption of this standard did not impact retained earnings or cash flows of the Company. |
Derivative Financial Instruments | Derivative financial instruments The Company accounts for the fair value of the conversion feature in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives |
Other Significant Accounting Policies | Other significant accounting policies There have been no other material changes to our significant accounting policies during the six-months ended June 30, 2019, as compared to the significant accounting policies described in our Annual Report. |
Reclassifications | Reclassifications The Company has made certain reclassifications to conform its prior periods’ data to the current presentation, such as reclassifying a separation agreement that has terms extending beyond one year. These reclassifications had no effect on the reported results of operations or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Revenues Disaggregated by Revenue Source and Geographical Location | The following table presents our revenues disaggregated by revenue source and geographical location. Sales and usage-based taxes are included as a component of revenues for the six-months ended: June 30, 2019 June 30, 2018 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 210,363 $ 568,946 Hong Kong Nutraceuticals $ - $ 16,413 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following as of: June 30, 2019 (Unaudited) December 31, 2018 Finished goods $ 650,213 $ 96,750 Raw materials 774,588 1,383,630 Total inventories $ 1,424,801 $ 1,480,380 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net, consists of the following as of: June 30, 2019 (Unaudited) December 31, 2018 Patents $ 585,589 $ 578,326 Less accumulated amortization (311,540 ) (292,512 ) 274,049 285,814 Patents pending 155,811 148,720 Total intangible assets, net $ 429,860 $ 434,534 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Notes payable consisted of the following as of: June 30, 2019 December 31, 2018 (Unaudited) Inventory financing. $ 1,000,000 $ - Promissory note. On May 20, 2019, the Company entered into a $400,000 promissory note with a lender that is also a current stockholder that beneficially owns more than 5% of the Company’s common stock. This note accrues interest at the rate of 12% per annum, is unsecured, and matures on August 20, 2019. All principal and accrued interest is due on the maturity date. 400,000 - Convertible note. 150,000 - Total notes payable $ 1,550,000 - Less amortized discount (73,841 ) - Total notes payable, net 1,476,159 - Less current portion (476,159 ) - Long term notes payable $ 1,000,000 - |
Summary of Future Maturities of Notes Payable | Future maturities of notes payable are as follows as of June 30, 2019: 2019 $ 550,000 2020 - 2021 - 2022 1,000,000 $ 1,550,000 |
Derivative Financial Instrume_2
Derivative Financial Instrument (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value Assumptions Related to Option Issued | NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENT The Company estimates the fair value of the conversion feature in its issued convertible note as derivative financial instrument at issuance and at each subsequent reporting date using the Black-Scholes valuation model. The initial value is used in the determination of a note discount with each subsequent change in fair value as a component of operations. The fair value assumptions related to options issued were as follows: As of As of Issuance Date of Dividend yield 0.0 % 0.0 % Risk-free rate 1.92 % 2.44 % Volatility 123 % 102 % Expected term 1 year 1 year Volatility was calculated based on the historical volatility of the Company. The risk-free interest rate used was based on the U.S. Treasury constant maturity rate in effect at the time of grant for the expected term of the stock options to be valued. The expected dividend yield was zero, because the Company does not anticipate paying a dividend within the relevant timeframe. |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity is as follows: Options Weighted Weighted Aggregate Outstanding January 1, 2018 38,213,427 $ 0.41 5.23 $ 562,456 Exercisable January 1, 2018 36,213,427 $ 0.41 4.98 $ 562,456 Canceled (350,000 ) Granted 2,833,334 Exercised (200,000 ) Forfeited - Outstanding December 31, 2018 40,496,761 $ 0.40 4.52 $ 986,808 Exercisable December 31, 2018 37,157,179 $ 0.41 4.10 $ 966,808 Canceled - Granted - Exercised - Forfeited - Outstanding June 30, 2019 40,496,761 $ 0.40 4.03 $ 335,405 Exercisable June 30, 2019 37,846,756 $ 0.41 3.69 $ 335,405 |
Schedule of Non-vested Shares Granted Under Stock Option Plan | A summary of the Company’s non-vested options for the six-months ended June 30, 2019 and year ended December 31, 2018, are presented below: Non-vested at January 1, 2018 2,000,000 Granted 2,833,334 Vested (1,143,752 ) Canceled (350,000 ) Non-vested at December 31, 2018 3,339,582 Granted - Vested (689,577 ) Canceled - Non-vested at June 30, 2019 2,650,005 |
Schedule of Fair Value Assumptions | The range of fair value assumptions related to options issued were as follows for the: Six-months ended Year ended Dividend yield 0.0 % 0.0 % Risk-free rate 2.38% - 3.04 % 2.38% - 3.04 % Volatility 214% - 226 % 214% - 226 % Expected term 3 - 7 years 3 - 7 years |
Schedule of Recognized Stock Based Compensation Expense | The Company recognized stock-based compensation expense related to options during the: Six-months ended June 30 2019 2018 Amount Amount Service provider compensation $ 88,750 $ 31,562 Employee compensation 84,250 108,500 Total $ 173,000 $ 140,062 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Stock Warrants Activity | The following is a summary of the Company’s warrant activity: Warrants Weighted average exercise price Weighted average remaining contractual term in years Aggregate intrinsic value Outstanding January 1, 2018 127,434,122 $ 0.24 3.15 $ 3,957,689 Exercisable January 1, 2018 127,434,122 $ 0.24 3.15 $ 3,957,689 Canceled - Granted 315,010 Exercised (9,600,286 ) Forfeited (101,984 ) Outstanding December 31, 2018 118,046,862 $ 0.20 2.32 $ 7,848,637 Exercisable December 31, 2018 118,046,862 $ 0.20 2.32 $ 7,848,637 Expired (18,405,496 ) Granted 1,316,665 Exercised - Forfeited - Outstanding June 30, 2019 100,958,031 $ 0.13 2.27 $ 1,276,243 Exercisable June 30, 2019 100,958,031 $ 0.13 2.27 $ 1,276,243 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share for: Three-months ended June 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,081,694 ) 135,932,016 $ (0.01 ) Effect of dilutive securities—Common stock options and warrants - - - Diluted loss per share $ (1,081,694 ) 135,932,016 $ (0.01 ) Three-months ended June 30, 2018 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,100,122 ) 122,975,014 $ (0.01 ) Effect of dilutive securities—Common stock options and warrants - - - Diluted loss per share $ (1,100,122 ) 122,975,014 $ (0.01 ) Six-months ended June 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (2,217,114 ) 134,945,037 $ (0.02 ) Effect of dilutive securities—Common stock options and warrants - - - Diluted loss per share $ (2,217,114 ) 134,945,037 $ (0.02 ) Six-months ended June 30, 2018 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (2,147,985 ) 122,825,595 $ (0.02 ) Effect of dilutive securities—Common stock options and warrants - - - Diluted loss per share $ (2,147,985 ) 122,825,595 $ (0.02 ) |
Schedule of Shares of Common Stock Equivalents Were Excluded from the Computation of Diluted Net Loss Per Share | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive for the periods ended: June 30, 2019 June 30, 2018 (Unaudited) (Unaudited) Convertible notes 1,250,000 - Common stock options 40,496,761 38,696,761 Common stock warrants 100,958,031 127,434,122 Total common stock equivalents 142,704,792 166,130,883 |
Company Background (Details Nar
Company Background (Details Narrative) - USD ($) | Aug. 14, 2019 | Aug. 14, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Net losses | $ (1,081,694) | $ (1,100,122) | $ (2,217,114) | $ (2,147,985) | |||
Accumulated deficit | $ (64,160,432) | (64,160,432) | $ (61,943,318) | ||||
Additional capital raised through equity | 245,000 | ||||||
Additional capital raised through debt | 1,625,000 | ||||||
Subsequent Event [Member] | |||||||
Additional capital raised through equity | $ 850,000 | ||||||
Proceeda from public offering of common stock and warrants | $ 15,000,000 | ||||||
Current Stockholders [Member] | |||||||
Additional capital raised through equity | 245,000 | ||||||
Additional capital raised through debt | $ 1,400,000 | ||||||
Current Stockholders [Member] | Minimum [Member] | |||||||
Ownership percentage | 5.00% | 5.00% | |||||
Related Party [Member] | |||||||
Additional capital raised through debt | $ 75,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Revenues Disaggregated by Revenue Source and Geographical Location (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total revenue | $ 45,391 | $ 272,049 | $ 210,363 | $ 585,359 |
United States [Member] | ||||
Total revenue | 210,363 | 568,946 | ||
Hong Kong [Member] | ||||
Total revenue | $ 16,413 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 650,213 | $ 96,750 |
Raw materials | 774,588 | 1,383,630 |
Total inventories | $ 1,424,801 | $ 1,480,380 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)PatentApplications | Jun. 30, 2018USD ($) | |
Patent, amortization period | 15 years | |||
Amortization expense | $ | $ 7,766 | $ 6,717 | $ 19,028 | $ 15,235 |
Patents, units | 28 | |||
Patents expiration date | Patents will expire beginning in 2023 through 2028 | |||
United States [Member] | ||||
Patents, units | 14 | |||
Number of patent application pending | 1 | |||
Europe, Canada, China, India, Japan, and Hong Kong [Member] | ||||
Patents, units | 14 | |||
Europe and Brazil [Member] | ||||
Number of patent application pending | 2 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 585,589 | $ 578,326 |
Less accumulated amortization | (311,540) | (292,512) |
Patents, Total | 274,049 | 285,814 |
Patents pending | 155,811 | 148,720 |
Total intangible assets, net | $ 429,860 | $ 434,534 |
Accrued Separation Costs (Detai
Accrued Separation Costs (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Aug. 09, 2016 |
Accrued separation costs, outstanding | $ 97,135 | ||
Accrued separation costs, current | $ 9,000 | $ 9,000 | |
Separation Agreement [Member] | |||
Accrued compensation expenses | $ 118,635 |
Related Party Note Payable (Det
Related Party Note Payable (Details Narrative) - USD ($) | Jun. 26, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Notes payable related parties | $ 75,000 | ||
Chief Executive Officer [Member] | |||
Notes payable related parties | $ 75,000 | ||
Maturity date | Aug. 26, 2019 | ||
Interest rate | 4.50% | ||
Accrued Interest expense | 46 | ||
Interest expense related party | $ 46 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - Convertible Note [Member] - USD ($) | Apr. 18, 2019 | Jun. 30, 2019 | Jun. 30, 2019 |
Debt instrument, conversion price | $ 0.12 | ||
Interest expense | $ 9,459 | $ 9,459 | |
Interest charges incurred | 38,528 | 58,501 | |
Interest accrued and payable | 18,474 | 18,474 | |
Embedded Derivative [Member] | |||
Discount on convertible note | $ 50,000 | ||
Debt instrument, conversion price | $ 0.12 | ||
Embedded Derivative [Member] | Maximum [Member] | |||
Number of shares convertible | 1,250,000 | ||
Detachable Warrant [Member] | |||
Warrants to purchase common stock | 500,000 | ||
Warrants price per shares | $ 0.20 | ||
Discount on convertible note | $ 33,300 | $ 83,300 | $ 83,300 |
Note Payable - Summary of Notes
Note Payable - Summary of Notes Payable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Total notes payable | $ 1,550,000 | |
Less amortized discount | (73,841) | |
Total notes payable, net | 1,476,159 | |
Less current portion | (476,159) | |
Long term notes payable | 1,000,000 | |
Inventory Financing [Member] | ||
Total notes payable | 1,000,000 | |
Promissory Note [Member] | ||
Total notes payable | 400,000 | |
Convertible Note [Member] | ||
Total notes payable | $ 150,000 |
Note Payable - Summary of Not_2
Note Payable - Summary of Notes Payable (Details) (Parenthetical) - USD ($) | May 20, 2019 | Apr. 18, 2019 | Jan. 11, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Note payable | $ 476,159 | ||||
Inventory Financing [Member] | |||||
Line of credit | $ 1,000,000 | ||||
Line of credit facility, interest rate | 12.00% | ||||
Inventory Financing [Member] | Minimum [Member] | |||||
Ownership percentage | 5.00% | ||||
Promissory Note [Member] | |||||
Note payable | $ 400,000 | ||||
Debt instrument, interest rate | 12.00% | ||||
Debt instrument, maturity date | Aug. 20, 2019 | ||||
Promissory Note [Member] | Minimum [Member] | |||||
Ownership percentage | 5.00% | ||||
Convertible Note [Member] | |||||
Note payable | $ 150,000 | ||||
Debt instrument, interest rate | 10.00% | ||||
Debt instrument, maturity date | Dec. 31, 2019 | ||||
Debt instrument, conversion price | $ 0.12 | ||||
Convertible note payable description | This note and accrued interest may convert into shares of common stock at $0.12 per share any time at the holder's option or automatically upon maturity provided the 20-day volume weighted average price per share of the Company's common stock upon maturity is at least $0.12 per share. | ||||
Convertible Note [Member] | Detachable Warrant [Member] | |||||
Warrants to purchase common stock | 500,000 | ||||
Warrants price per shares | $ 0.20 | ||||
Discount on convertible note | $ 33,300 | $ 83,300 |
Note Payable - Summary of Futur
Note Payable - Summary of Future Maturities of Notes Payable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2019 | $ 550,000 | |
2020 | ||
2021 | ||
2022 | 1,000,000 | |
Total | $ 1,550,000 |
Derivative Financial Instrume_3
Derivative Financial Instrument (Details Narrative) | Jun. 30, 2019Vehicle |
Expected Dividend Yield [Member] | |
Debt instrument, measurement input | 0 |
Derivative Financial Instrume_4
Derivative Financial Instrument - Schedule of Fair Value Assumptions Related to Option Issued (Details) | Apr. 18, 2019 | Jun. 30, 2019Vehicle |
Expected Dividend Yield [Member] | ||
Debt instrument, measurement input | 0 | |
Convertible Note [Member] | Expected Dividend Yield [Member] | ||
Debt instrument, measurement input | 0 | 0 |
Convertible Note [Member] | Risk Free Interest Rate [Member] | ||
Debt instrument, measurement input | 0.0244 | 0.0192 |
Convertible Note [Member] | Volatility [Member] | ||
Debt instrument, measurement input | 1.02 | 1.23 |
Convertible Note [Member] | Expected Term [Member] | ||
Debt instrument, term | 1 year | 1 year |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jul. 27, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Sold securities in a self-directed offering, aggregate amount | $ 245,000 | |||
Common stock, shares outstanding | 136,640,761 | 133,888,573 | ||
Warrant Exchange Offering [Member] | ||||
Sold securities in a self-directed offering, aggregate amount | $ 1,440,043 | |||
Warrants to purchase of common stock shares | 9,600,000 | |||
Warrants price per share | $ 0.625 | |||
Cash payment, price per share | $ 0.15 | |||
Number of common stock issued | 9,600,286 | |||
Stock issuance costs | $ 196,006 | |||
Proceeds from issuance of common stock, net of issuance costs | $ 1,244,037 | |||
Self-Directed Stock Issuance [Member] | Existing Stockholders [Member] | ||||
Sold securities in a self-directed offering, aggregate amount | $ 245,000 | |||
Issuance of stock per share | $ 0.30 | |||
Sale of stock, description of transaction | Each $0.30 unit consisted of 2 shares of restricted common stock (1,633,330 shares) and a five-year warrant to purchase 1 share of restricted common stock (816,665 warrant shares) at $0.20 per share. | |||
Number of restricted common stock | 1,633,330 | |||
Warrants to purchase of common stock shares | 816,665 | |||
Warrants term | 5 years | |||
Self-Directed Stock Issuance [Member] | Existing Stockholders [Member] | Restricted Common Stock [Member] | ||||
Issuance of stock per share | $ 0.20 |
Stock Grants (Details Narrative
Stock Grants (Details Narrative) - USD ($) | Jun. 30, 2019 | Aug. 08, 2017 | Apr. 10, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Mar. 31, 2019 |
Number of shares granted during period | 2,833,334 | ||||||
Stock-based compensation expense | $ 173,000 | $ 140,062 | |||||
Restricted Common Stock [Member] | Consultant One [Member] | |||||||
Number of shares granted during period | 100,000 | ||||||
Stock-based compensation expense | 0 | 5,750 | |||||
Share price | $ 0.23 | ||||||
Restricted Common Stock [Member] | Consultant Two [Member] | |||||||
Number of shares granted during period | 100,000 | ||||||
Stock-based compensation expense | $ 0 | $ 4,375 | |||||
Share price | $ 0.175 | ||||||
Share-based payment forfeiture and vesting rights, percentage | 25.00% | ||||||
Restricted Common Stock [Member] | Directors [Member] | |||||||
Number of shares granted during period | 1,043,858 | 469,274 | |||||
Stock-based compensation expense | $ 175,000 | $ 112,500 | |||||
Restricted Common Stock [Member] | Consultants [Member] | |||||||
Number of shares granted during period | 37,500 | ||||||
Share price | $ 0.125 | $ 0.125 | $ 0.20 | $ 0.17 |
Stock Option Plans (Details Nar
Stock Option Plans (Details Narrative) - $ / shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Dec. 31, 2018 | Dec. 04, 2018 | Apr. 16, 2015 | Feb. 07, 2014 | |
Options default term | 4 years 1 month 6 days | 4 years 11 months 23 days | |||
Dividend yield | 0.00% | 0.00% | |||
Stock Option Exercise [Member] | |||||
Number of common stock shares issued | 156,997 | ||||
Cashless exercise of a stock option, shares | 100,000 | ||||
Common stock per share | $ 0.06 | ||||
Number of common stock withheld with aggregate exercise price | 43,003 | ||||
Stock Option Exercise One [Member] | |||||
Cashless exercise of a stock option, shares | 50,000 | ||||
Common stock per share | $ 0.06 | ||||
Stock Option Exercise Two [Member] | |||||
Cashless exercise of a stock option, shares | 50,000 | ||||
Common stock per share | $ 0.06 | ||||
2014 Equity Compensation Plan [Member] | |||||
Number of reserved for future issuance | 50,420,148 | 30,420,148 | |||
2014 Equity Compensation Plan [Member] | Majority Stockholders [Member] | |||||
Number of reserved for future issuance | 15,000,000 | ||||
2014 Equity Compensation Plan [Member] | Stockholders [Member] | |||||
Number of reserved for future issuance | 5,000,000 | ||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | |||||
Options default term | 10 years | ||||
Generally vest term | 4 years | ||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | Employees [Member] | Maximum [Member] | |||||
Percentage price per share of options granted of fair market value | 100.00% | ||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | 10% Stockholder [Member] | Maximum [Member] | |||||
Percentage price per share of options granted of fair market value | 110.00% | ||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | Employees, Directors, Advisors and Consultants [Member] | Maximum [Member] | Non-statutory Stock Options and Restricted Stock [Member] | |||||
Percentage price per share of options granted of fair market value | 100.00% |
Stock Option Plans - Schedule o
Stock Option Plans - Schedule of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Options Outstanding, Beginning balance | 40,496,761 | 38,213,427 |
Options Exercisable, Beginning balance | 37,157,179 | 36,213,427 |
Options, Canceled | (350,000) | |
Options, Granted | 2,833,334 | |
Options, Exercised | (200,000) | |
Options, Forfeited | ||
Options Outstanding, Ending balance | 40,496,761 | 40,496,761 |
Options Exercisable, Ending balance | 37,846,756 | 37,157,179 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.40 | $ 0.41 |
Weighted Average Exercise Price, Exercisable, Beginning balance | 0.41 | 0.41 |
Weighted Average Exercise Price, Canceled | ||
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Outstanding, Ending balance | 0.40 | 0.40 |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 0.41 | $ 0.41 |
Weighted Average Remaining Contractual Term in Years, Outstanding Beginning | 4 years 6 months 7 days | 5 years 2 months 23 days |
Weighted Average Remaining Contractual Term in Years, Exercisable, Beginning | 4 years 1 month 6 days | 4 years 11 months 23 days |
Weighted Average Remaining Contractual Term in Years, Outstanding Ending | 4 years 11 days | 4 years 6 months 7 days |
Weighted Average Remaining Contractual Term in Years, Exercisable, Ending | 3 years 8 months 9 days | 4 years 1 month 6 days |
Aggregate Intrinsic Value, Outstanding Beginning balance | $ 986,808 | $ 562,456 |
Aggregate Intrinsic Value, Exercisable Beginning balance | 966,808 | 562,456 |
Aggregate Intrinsic Value, Outstanding Ending balance | 335,405 | 986,808 |
Aggregate Intrinsic Value, Exercisable Ending balance | $ 335,405 | $ 966,808 |
Stock Option Plans - Schedule_2
Stock Option Plans - Schedule of Non-vested Shares Granted Under Stock Option Plan (Details) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Non-vested, Options Outstanding, Beginning balance | 3,339,582 | 2,000,000 |
Non-vested, Options Granted | 2,833,334 | |
Non-vested, Options Vested | (689,577) | (1,143,752) |
Non-vested, Options Canceled | (350,000) | |
Non-vested, Options Outstanding, Ending balance | 2,650,005 | 3,339,582 |
Stock Option Plans - Schedule_3
Stock Option Plans - Schedule of Fair Value Assumptions (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Dividend yield | 0.00% | 0.00% |
Risk-free rate, minimum | 2.38% | 2.38% |
Risk-free rate, maximum | 3.04% | 3.04% |
Expected volatility, minimum | 214.00% | 214.00% |
Expected volatility, Maximum | 226.00% | 226.00% |
Minimum [Member] | ||
Expected term | 3 years | 3 years |
Maximum [Member] | ||
Expected term | 7 years | 7 years |
Stock Option Plans - Schedule_4
Stock Option Plans - Schedule of Recognized Stock Based Compensation Expense (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Service provider compensation | $ 88,750 | $ 31,562 |
Employee compensation | 84,250 | 108,500 |
Total | $ 173,000 | $ 140,062 |
Warrants (Details Narrative)
Warrants (Details Narrative) | Jul. 27, 2018USD ($)$ / sharesshares | Jun. 30, 2019USD ($)shares | Jun. 30, 2018USD ($)$ / shares | Dec. 31, 2018shares | Apr. 18, 2019USD ($)$ / sharesshares |
Stock compensation expense | $ 173,000 | $ 140,062 | |||
Proceeds from the issuance of common stock | 245,000 | ||||
Warrant Exchange Offering [Member] | |||||
Warrants to purchase of common stock shares | shares | 9,600,000 | ||||
Warrant price per share | $ / shares | $ 0.625 | ||||
Cash payment, price per share | $ / shares | $ 0.15 | ||||
Proceeds from the issuance of common stock | $ 1,440,043 | ||||
Number of common stock shares issued | shares | 9,600,286 | ||||
Stock issuance costs | $ 196,006 | ||||
Proceeds from issuance of common stock, net of issuance costs | $ 1,244,037 | ||||
Warrant Exchange Offering [Member] | Investment Bankers [Member] | |||||
Warrants to purchase of common stock shares | shares | 315,010 | ||||
Warrant price per share | $ / shares | $ 0.21 | ||||
Convertible Note Issuance [Member] | |||||
Warrants to purchase of common stock shares | shares | 500,000 | ||||
Warrant price per share | $ / shares | $ 0.20 | ||||
Warrants, term | 5 years | ||||
Discount on convertible note | $ 33,300 | ||||
Warrant [Member] | |||||
Stock compensation expense | |||||
Warrants canceled | shares | 18,405,496 | ||||
Warrants expired | shares | 101,984 | ||||
Expected Dividend Yield [Member] | |||||
Warrants, measurement input | 0 |
Warrants - Schedule of Stock Wa
Warrants - Schedule of Stock Warrants Activity (Details) - Warrant [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Warrants, Outstanding, Beginning balance | 118,046,862 | 127,434,122 |
Warrants, Exercisable, Beginning balance | 118,046,862 | 127,434,122 |
Warrants, Canceled/Expired | (18,405,496) | |
Warrants, Granted | 1,316,665 | 315,010 |
Warrants, Exercised | (9,600,286) | |
Warrants, Forfeited | (101,984) | |
Warrants, Outstanding, Ending balance | 100,958,031 | 118,046,862 |
Warrants, Exercisable, Ending balance | 100,958,031 | 118,046,862 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 0.20 | $ 0.24 |
Weighted Average Exercise Price, Exercisable, Beginning | 0.20 | 0.24 |
Weighted Average Exercise Price, Canceled/Expired | ||
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Outstanding, Ending | 0.13 | 0.20 |
Weighted Average Exercise Price, Exercisable, Ending | $ 0.13 | $ 0.20 |
Weighted Average Remaining Contractual Term in Years, Beginning Outstanding | 2 years 3 months 26 days | 3 years 1 month 24 days |
Weighted Average Remaining Contractual Term in Years, Beginning Exercisable | 2 years 3 months 26 days | 3 years 1 month 24 days |
Weighted Average Remaining Contractual Term in Years, Ending Outstanding | 2 years 3 months 8 days | 2 years 3 months 26 days |
Weighted Average Remaining Contractual Term in Years, Ending Exercisable | 2 years 3 months 8 days | 2 years 3 months 26 days |
Aggregate Intrinsic Value, Outstanding, Beginning | $ 7,848,637 | $ 3,957,689 |
Aggregate Intrinsic Value, Exercisable, Beginning | 7,848,637 | 3,957,689 |
Aggregate Intrinsic Value, Outstanding, Ending | 1,276,243 | 7,848,637 |
Aggregate Intrinsic Value, Exercisable, Ending | $ 1,276,243 | $ 7,848,637 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 22, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax statutory rate | 21.00% | 21.00% | 35.00% | |
Unrecognized tax benefits |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net loss (numerator) Basic loss per share, basic | $ (1,081,694) | $ (1,100,122) | $ (2,217,114) | $ (2,147,985) |
Net loss (numerator) Effect of dilutive securities-Common stock options and warrants | ||||
Net loss (numerator) Diluted loss per share, diluted | $ (1,081,694) | $ (1,100,122) | $ (2,217,114) | $ (2,147,985) |
Shares (Denominator) Basic loss per shares, basic | 136,934,763 | 122,975,014 | 135,449,180 | 122,825,595 |
Shares (Denominator) Effect of dilutive securities-Common stock options and warrants | ||||
Shares (Denominator) Diluted loss per shares, diluted | 136,934,763 | 122,975,014 | 135,449,180 | 122,825,595 |
Per share amount Basic loss per share, basic | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Per share amount Effect of dilutive securities-Common stock options and warrants | ||||
Per share amount Diluted loss per share, diluted | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Schedule of Shares of Common Stock Equivalents Were Excluded from the Computation of Diluted Net Loss Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Total common stock equivalents excluded from the computation of diluted net loss per share | 142,704,792 | 166,130,883 |
Common Stock Warrants [Member] | ||
Total common stock equivalents excluded from the computation of diluted net loss per share | 100,958,031 | 127,434,122 |
Convertible Notes [Member] | ||
Total common stock equivalents excluded from the computation of diluted net loss per share | 1,250,000 | |
Common Stock Options [Member] | ||
Total common stock equivalents excluded from the computation of diluted net loss per share | 40,496,761 | 38,696,761 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2018USD ($)Vehicle | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Operating lease, right-to-use asset | $ 26,298 | $ 26,298 | ||||
Operating lease liability | $ 26,298 | $ 26,298 | ||||
Lease Settlement Agreement [Member] | Manoa Innovation Center [Member] | ||||||
Lease, term | 45 days | 45 days | ||||
Rent expenses | $ 9,100 | $ 13,701 | $ 18,199 | $ 20,902 | ||
Vehicle Lease Arrangement [Member] | ||||||
Lease, term | 3 years | |||||
Number of vehicles | Vehicle | 3 | |||||
Total monthly payment | $ 1,619 | |||||
Lease expense | $ 5,597 | $ 5,621 | $ 11,556 | $ 9,351 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 14, 2019 | Aug. 12, 2019 | Aug. 08, 2019 | Jul. 19, 2019 | May 20, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jul. 10, 2019 |
Proceeds from notes payable | $ 1,550,000 | |||||||
Promissory Note [Member] | ||||||||
Debt instrument, interest rate | 12.00% | |||||||
Debt instrument, maturity date | Aug. 20, 2019 | |||||||
Promissory Note [Member] | Minimum [Member] | ||||||||
Ownership percentage | 5.00% | |||||||
Subsequent Event [Member] | ||||||||
Proceeds from public offering of common stock and warrants | $ 15,000,000 | |||||||
Subsequent Event [Member] | Promissory Note [Member] | Addendum [Member] | ||||||||
Debt instrument, face amount | $ 75,000 | $ 400,000 | ||||||
Debt instrument, increase in borrowing | $ 100,000 | |||||||
Debt instrument maturity description | Extended the due date to December 31, 2019. | |||||||
Subsequent Event [Member] | Promissory Note [Member] | Second Addendum [Member] | ||||||||
Debt instrument maturity description | The note extended the due date to June 30, 2020. | |||||||
Subsequent Event [Member] | Senior Convertible Note [Member] | ||||||||
Debt instrument, face amount | $ 815,217 | |||||||
Original issue discount | 65,219 | |||||||
Proceeds from notes payable | $ 750,000 | |||||||
Debt instrument, interest rate | 8.00% | |||||||
Debt instrument, maturity date | Jun. 30, 2020 | |||||||
Convertible notes payable description | This note and accrued interest may convert into shares of common stock at $0.12 per share any time at the holder's option or automatically upon a qualified financing of at least $5 million. | |||||||
Debt instrument, conversion price | $ 0.12 | |||||||
Debt instrument, conversion converted amount | $ 5,000,000 | |||||||
Subsequent Event [Member] | Senior Convertible Note [Member] | Detachable Warrant [Member] | ||||||||
Warrants to purchase common stock | 1,500,000 | |||||||
Warrants price per shares | $ 0.12 | |||||||
Subsequent Event [Member] | Senior Convertible Note [Member] | Minimum [Member] | ||||||||
Ownership percentage | 5.00% |