Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | CARDAX, INC. | |
Entity Central Index Key | 0001544238 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 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 | 137,261,594 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 7,470 | $ 243,753 |
Accounts receivable | 185,419 | 157,082 |
Inventories | 1,307,727 | 1,480,380 |
Deposits and other assets | 119,066 | 119,066 |
Prepaid expenses | 45,096 | 24,083 |
Total current assets | 1,664,778 | 2,024,364 |
INTANGIBLE ASSETS, net | 427,621 | 434,534 |
RIGHT TO USE LEASED ASSETS | 22,015 | |
TOTAL ASSETS | 2,114,414 | 2,458,898 |
CURRENT LIABILITIES | ||
Accrued payroll and payroll related expenses, current portion | 3,471,812 | 3,428,011 |
Accounts payable and accrued expenses | 1,706,117 | 1,996,097 |
Fees payable to directors | 418,546 | 418,546 |
Accrued separation costs, current portion | 9,000 | 9,000 |
Current portion of related party notes payable | 575,000 | |
Related party convertible note payable | 537,848 | |
Convertible notes payable, net of discount | 256,698 | |
Employee settlement | 50,000 | 50,000 |
Lease liability, current portion | 17,129 | |
Derivative liability on convertible note payable | 246,414 | |
Total current liabilities | 7,288,564 | 5,901,654 |
NON-CURRENT LIABILITIES | ||
Related party notes payable, net of current portion | 1,000,000 | |
Accrued separation costs, less current portion | 85,885 | 92,635 |
Lease liability, less current portion | 4,886 | |
Total non-current liabilities | 1,090,771 | 92,635 |
COMMITMENTS AND CONTINGENCIES | ||
Total liabilities | 8,379,335 | 5,994,289 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock - $0.001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | ||
Common stock - $0.001 par value; 400,000,000 shares authorized, 137,261,594 and 133,888,573 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 137,262 | 133,889 |
Additional paid-in-capital | 59,191,875 | 58,274,038 |
Accumulated deficit | (65,594,058) | (61,943,318) |
Total stockholders' deficit | (6,264,921) | (3,535,391) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 2,114,414 | $ 2,458,898 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 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 | 137,261,594 | 133,888,573 |
Common stock, shares outstanding | 137,261,594 | 133,888,573 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
REVENUES, net | $ 229,142 | $ 549,540 | $ 439,505 | $ 1,134,899 |
COST OF GOODS SOLD | 120,818 | 240,152 | 254,479 | 521,353 |
GROSS PROFIT | 108,324 | 309,388 | 185,026 | 613,546 |
OPERATING EXPENSES: | ||||
Salaries and wages | 387,636 | 387,119 | 1,177,362 | 1,202,576 |
Professional fees | 375,298 | 225,875 | 817,546 | 637,042 |
Selling, general, and administrative expenses | 206,042 | 350,630 | 731,487 | 1,168,747 |
Stock based compensation | 175,712 | 180,562 | 534,774 | 443,249 |
Research and development | 145,273 | 86,115 | 250,141 | 214,093 |
Depreciation and amortization | 10,074 | 6,718 | 29,102 | 23,853 |
Total operating expenses | 1,300,035 | 1,237,019 | 3,540,412 | 3,689,560 |
Loss from operations | (1,191,711) | (927,631) | (3,355,386) | (3,076,014) |
OTHER INCOME (EXPENSE): | ||||
Interest income | 3 | 7 | 5 | 1,941 |
Other income | 556 | |||
Change in fair value of derivative liability | (20,524) | (3,139) | ||
Loss on abandonment of patents | (36,205) | (36,205) | ||
Interest expense | (185,189) | (1,264) | (256,015) | (3,356) |
Total other (expense) income, net | (241,915) | (1,257) | (295,354) | (859) |
Loss before the provision for income taxes | (1,433,626) | (928,888) | (3,650,740) | (3,076,873) |
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (1,433,626) | $ (928,888) | $ (3,650,740) | $ (3,076,873) |
NET LOSS PER SHARE | ||||
Basic | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
Diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic | 136,640,761 | 130,083,598 | 135,516,490 | 125,271,516 |
Diluted | 136,640,761 | 130,083,598 | 135,516,490 | 125,271,516 |
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 | $ 907 | 199,093 | 200,000 | ||
Common stock grants to independent directors, shares | 906,774 | ||||
Deferred compensation | 10,125 | 10,125 | |||
Deferred compensation, shares | |||||
Cardax 2018 Warrant Exchange Offering | $ 9,600 | 1,234,437 | 1,244,037 | ||
Cardax 2018 Warrant Exchange Offering, shares | 9,600,286 | ||||
Stock option exercises - cashless | $ 157 | (157) | |||
Stock option exercises - cashless, shares | 156,997 | ||||
Stock based compensation - options | 233,124 | 233,124 | |||
Net loss | (3,076,873) | (3,076,873) | |||
Balance at Sep. 30, 2018 | $ 133,339 | 58,067,566 | (60,995,969) | (2,795,064) | |
Balance, shares at Sep. 30, 2018 | 133,338,573 | ||||
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 Jun. 30, 2018 | $ 123,301 | 56,653,005 | (60,067,081) | (3,290,775) | |
Balance, shares at Jun. 30, 2018 | 123,300,787 | ||||
Common stock grants to independent directors | $ 438 | 87,062 | 87,500 | ||
Common stock grants to independent directors, shares | 437,500 | ||||
Deferred compensation | |||||
Deferred compensation, shares | |||||
Cardax 2018 Warrant Exchange Offering | $ 9,600 | 1,234,437 | 1,244,037 | ||
Cardax 2018 Warrant Exchange Offering, shares | 9,600,286 | ||||
Stock based compensation - options | 93,062 | 93,062 | |||
Net loss | (928,888) | (928,888) | |||
Balance at Sep. 30, 2018 | $ 133,339 | 58,067,566 | (60,995,969) | (2,795,064) | |
Balance, shares at Sep. 30, 2018 | 133,338,573 | ||||
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 | $ 1,627 | 260,873 | $ 262,500 | ||
Common stock grants to independent directors, shares | 1,627,191 | ||||
Stock option exercises - cashless, shares | |||||
Stock based compensation - options | 257,875 | $ 257,875 | |||
Common stock grant to service providers | $ 113 | 14,287 | 14,400 | ||
Common stock grant to service providers, shares | 112,500 | ||||
Restricted stock issuances | $ 1,633 | 243,367 | 245,000 | ||
Restricted stock issuances, shares | 1,633,330 | ||||
Issuance of warrants attached to a convertible note | 141,435 | 141,435 | |||
Net loss | (3,650,740) | (3,650,740) | |||
Balance at Sep. 30, 2019 | $ 137,262 | 59,191,875 | (65,594,058) | (6,264,921) | |
Balance, shares at Sep. 30, 2019 | 137,261,594 | ||||
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 | ||||
Common stock grants to independent directors | $ 583 | 86,917 | 87,500 | ||
Common stock grants to independent directors, shares | 583,333 | ||||
Stock based compensation - options | 84,875 | 84,875 | |||
Common stock grant to service providers | $ 38 | 3,300 | 3,338 | ||
Common stock grant to service providers, shares | 37,500 | ||||
Issuance of warrants attached to a convertible note | 108,135 | 108,135 | |||
Net loss | (1,433,626) | (1,433,626) | |||
Balance at Sep. 30, 2019 | $ 137,262 | $ 59,191,875 | $ (65,594,058) | $ (6,264,921) | |
Balance, shares at Sep. 30, 2019 | 137,261,594 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,650,740) | $ (3,076,873) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 29,102 | 23,853 |
Amortization of debt discount | 129,256 | |
Stock based compensation | 534,774 | 443,249 |
Bad debt expense on note receivable and accrued interest | 89,933 | |
Loss on abandonment of patents | 36,205 | |
Change in fair value of derivative liability | 3,139 | |
Changes in assets and liabilities: | ||
Accounts receivable | 32,333 | (193,168) |
Inventories | 172,653 | 14,251 |
Deposits and other assets | (118,168) | |
Prepaid expenses | (21,013) | (1,214) |
Accrued payroll and payroll related expenses | 43,801 | 55,230 |
Accounts payable and accrued expenses | (350,650) | 50,752 |
Accrued separation costs | (6,750) | |
Net cash used in operating activities | (3,047,889) | (2,712,155) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Increase in intangible assets | (58,394) | (30,483) |
Net cash used in investing activities | (58,394) | (30,483) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the issuances of related party notes payable | 1,575,000 | |
Proceeds from the issuance of a related party convertible note payable | 750,000 | |
Proceeds from the issuances of convertible notes payable | 300,000 | |
Proceeds from the issuance of common stock | 245,000 | 704,375 |
Net cash provided by financing activities | 2,870,000 | 704,375 |
NET DECREASE IN CASH | (236,283) | (2,038,263) |
BEGINNING OF THE PERIOD | 243,753 | 2,236,837 |
END OF THE PERIOD | 7,470 | 198,574 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 13,937 | 3,356 |
Cash paid for income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Discount recognized on notes payable at issuance | 384,710 | |
Settlement of receivables with payables | 60,670 | 221,814 |
Right to use assets funded through leases | $ 22,015 | $ 539,662 |
Company Background
Company Background | 9 Months Ended |
Sep. 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 $1,433,626 and $3,650,740 for the three and nine-months ended September 30, 2019, respectively, and incurred net losses of $928,888 and $3,076,873 for the three and nine-months ended September 30, 2018, respectively. The Company has incurred losses since inception resulting in an accumulated deficit of $65,594,058 as of September 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 nine-months ended September 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 $2,625,000 in gross proceeds from debt, including $2,325,000 from related parties. 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 | 9 Months Ended |
Sep. 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 September 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 nine-months ended: September 30, 2019 September 30, 2018 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 439,505 $ 1,118,486 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 nine-months ended September 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 | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 – INVENTORIES Inventories consist of the following as of: September 30, 2019 (Unaudited) December 31, 2018 Finished goods $ 533,139 $ 96,750 Raw materials 774,588 1,383,630 Total inventories $ 1,307,727 $ 1,480,380 As of September 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 | 9 Months Ended |
Sep. 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: September 30, 2019 (Unaudited) December 31, 2018 Patents $ 613,943 $ 578,326 Less accumulated amortization (321,614 )) (292,512 ) 292,329 285,814 Patents pending 135,292 148,720 Total intangible assets, net $ 427,621 $ 434,534 Patents are amortized straight-line over a period of fifteen years. Amortization expense was $10,074 and $29,102 for the three and nine-months ended September 30, 2019, respectively. Amortization expense was $6,717 and $21,952 for the three and nine-months ended September 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. During the three and nine-months ended September 30, 2019, the Company abandoned three patent applications in progress resulting in a loss of $36,205 on the abandonment of patents. The Company owns 29 issued patents, including 14 in the United States and 15 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 2 patent applications pending in the United States and 2 foreign patent applications pending in Europe and the Patent Cooperation Treaty (“PCT”) countries. |
Accrued Separation Costs
Accrued Separation Costs | 9 Months Ended |
Sep. 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 September 30, 2019, $94,885 remains outstanding of which $9,000 is due within one-year and is reflected as a current liability. |
Related Party Notes Payable
Related Party Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Notes Payable | NOTE 6 – RELATED PARTY NOTES PAYABLE Notes payable consisted of the following as of: September 30, 2019 December 31, 2018 (Unaudited) Inventory financing. $ 1,000,000 $ - Officer loan. 75,000 Promissory note. 500,000 - Total notes payable $ 1,575,000 $ - Less current portion (575,000 ) - Long term notes payable $ 1,000,000 $ - Interest expense The Company incurred interest charges of $45,925 and $101,385 during the three and nine-months ended September 30, 2019, respectively, on these notes payable of which $31,111 was accrued and payable as of September 30, 2019. Maturities Future maturities of notes payable are as follows as of September 30: 2020 $ 575,000 2021 - 2022 1,000,000 $ 1,575,000 |
Related Party Convertible Note
Related Party Convertible Note Payable | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Convertible Note Payable | NOTE 7 – RELATED PARTY CONVERTIBLE NOTE PAYABLE Related party convertible note payable consisted of the following as of: September 30, 2019 December 31, 2018 (Unaudited) Convertible note 2019-02. $ 815,217 $ - Total notes payable 815,217 - Less original issue discounts (65,217 ) - Related party convertible note payable, net 750,000 - Less conversion rights and warrant discounts (286,050 ) - Plus amortization of discounts 73,898 - Total convertible notes payable, net $ 537,848 $ - Discounts Total discounts of $351,267 are amortized using the interest method, which resulted in amortization recorded as interest expense of $73,898 for the three and nine-months ended September 30, 2019. Interest expense The Company incurred interest charges of $13,222 during the three and nine-months ended September 30, 2019, on this related party convertible note payable of which $5,360 was accrued and payable as of September 30, 2019. Maturities Future maturities of notes payable are as follows as of September 30: 2020 $ 815,217 $ 815,217 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 8 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following as of: September 30, 2019 (Unaudited) December 31, 2018 Convertible note 2019-01. $ 150,000 $ - Convertible note 2019-03. 108,696 - September 30, 2019 December 31, 2018 (Unaudited) Convertible note 2019-04. 54,348 - Total notes payable 313,044 - Less original issue discounts (13,044 ) - Convertible notes payable, net 300,000 - Less conversion rights and warrant discounts (98,660 ) - Plus amortization of discounts 55,358 - Total convertible notes payable, net $ 256,698 $ - Discounts Total discounts of $111,704 are amortized using the interest method, which resulted in amortization recorded as interest expense of $31,696 and $55,358 for the three and nine-months ended September 30, 2019, respectively. Interest expense The Company incurred interest charges of $4,496 and $7,537 during the three and nine-months ended September 30, 2019, respectively, on these notes payable of which $7,537 was accrued and payable as of September 30, 2019. Maturities Future maturities of notes payable are as follows as of September 30: 2020 $ 313,044 $ 313,044 |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | NOTE 9 – DERIVATIVE FINANCIAL INSTRUMENTS The Company has identified the embedded derivatives related to the convertible notes described in Note 8. These embedded derivatives included certain conversion and reset features. The accounting treatment of derivative financial instruments requires that the Company record fair value of these derivative liabilities as of the inception date of those convertible notes and each subsequent reporting date. The Company estimates the fair value of these derivative liabilities 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 range of fair value assumptions used for derivative financial instruments during the nine-months ended September 30, 2019, were as follows: Dividend yield 0.0% Risk-free rate 1.75% - 2.44% Volatility 102% - 137% Expected term 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 derivative liabilities to be valued. The expected dividend yield was zero, because the Company does not anticipate paying a dividend within the relevant timeframe. For the nine-months ended September 30, 2019, the Company recognized total derivative liabilities and convertible note discounts of $243,275 based on the fair value at the convertible notes’ inception dates. These derivative liabilities were subsequently revalued at $246,414 as of September 30, 2019, which resulted in a loss of $3,139 on the change in value of these derivative liabilities. The following table presents the three-level hierarchy prescribed by U.S. GAAP for derivative liabilities since it is a liability that is measured and recognized at fair value on a recurring basis as of: Level 1 Level 2 Level 3 September 30, 2019 - - $ 246,414 |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 10 – STOCKHOLDERS’ DEFICIT Self-directed stock issuance 2019 During the nine-months ended September 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 September 30, 2019 and December 31, 2018, the Company had a total of 137,261,594 and 133,888,573, respectively, shares of common stock outstanding. |
Stock Grants
Stock Grants | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stock Grants | NOTE 11 – STOCK GRANTS Director stock grants During the nine-months ended September 30, 2019 and 2018, the Company granted its independent directors an aggregate of 1,627,191 and 906,774, 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 September 2018. The expense recognized for these grants based on the grant date fair value was $262,500 and $200,000 for the nine-months ended September 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 nine-months ended September 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 nine-months ended September 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. On September 30, 2019, the Company granted consultants 37,500 shares of restricted common stock valued at $0.089 per share. These shares were fully vested upon issuance. The Company recognized $14,400 in stock-based compensation related to these grants during the nine-months ended September 30, 2019. |
Stock Option Plans
Stock Option Plans | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Plans | NOTE 12 – 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 (58,336 ) Granted - Exercised - Forfeited - Outstanding September 30, 2019 40,438,425 $ 0.40 3.77 $ 149,089 Exercisable September 30, 2019 38,130,093 $ 0.41 3.48 $ 149,089 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 September 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 nine-months ended September 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 (972,914 ) Canceled (58,336 ) Non-vested at September 30, 2019 2,308,332 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: Nine-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: Nine-months ended September 30 2019 2018 Amount Amount Service provider compensation $ 133,125 $ 76,250 Employee compensation 124,750 156,875 Total $ 257,875 $ 233,125 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 13 – 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 ) Expired (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 Canceled - Granted 3,116,665 Exercised - Expired (18,405,496 ) Outstanding September 30, 2019 102,758,031 $ 0.13 2.07 $ 146,779 Exercisable September 30, 2019 102,758,031 $ 0.13 2.07 $ 146,779 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 September 30, 2019 and 2018. Convertible note warrants Warrants to purchase 2,300,000 shares of common stock at $0.12 to $0.20 per share were issued in connection with the issuance of convertible notes. These warrants were immediately vested and expire in five years and were recorded as discounts on the convertible notes in the aggregate amount of $141,435. 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 nine-months ended September 30, 2019, warrants to purchase an aggregate of 18,405,496 shares of common stock expired. During the year ended December 31, 2018, warrants to purchase an aggregate of 101,984 shares of common stock expired. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 – 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 September 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 three 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 September 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 | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | NOTE 15 – 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 September 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,433,626 ) 136,640,761 $ (0.01 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ (1,433,626 ) 136,640,761 $ (0.01 ) Three-months ended September 30, 2018 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (928,888 ) 130,083,598 $ (0.01 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ (928,888 ) 130,083,598 $ (0.01 ) Nine-months ended September 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (3,650,740 ) 135,516,490 (0.03 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ (3,650,740 ) 135,516,490 (0.03 ) Nine-months ended September 30, 2018 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (3,076,873 ) 125,271,516 $ (0.02 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ 3,076,873 125,271,516 $ (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: September 30, 2019 September 30, 2018 (Unaudited) (Unaudited) Convertible notes 9,490,186 - Common stock options 40,438,425 39,496,761 Common stock warrants 102,758,031 118,148,846 Total common stock equivalents 152,686,642 157,645,607 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | NOTE 16 – 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 $8,989 and $27,188 for the three and nine-months ended September 30, 2019, respectively, and $8,760 and $29,662 for the three and nine-months ended September 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 $4,964 and $16,520 for the three and nine-months ended September 30, 2019, respectively, and $5,602 and $14,953 for the three and nine-months ended September 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 | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17 – SUBSEQUENT EVENTS The Company evaluated all material events through the date the financials were ready for issuance and identified the following for additional disclosure. Convertible Notes On the dates set forth in the table below, the Company entered into convertible notes with lenders, who are also current stockholders, for the amounts set forth in the table below. Each of these notes accrues interest payable monthly at the rate of 8% per annum and matures on June 30, 2020. Each of these notes and accrued interest thereon may convert into shares of common stock at the conversion price set forth in the table below any time at the holder’s option. If any of these notes, or any portion thereof, has not been repaid or converted in full on or prior to the maturity date, then repayment of the unpaid principal balance plus any accrued and unpaid interest thereon, shall be amortized over the following thirty-six (36) months. The Company has the right to prepay each of these notes without penalty or premium. Each of these notes were issued with detachable five-year warrants to purchase shares of common stock as set forth in the table below. Issuance Date Principal Amount Original Issue Discount Gross Proceeds Note Conversion Price Per Share Number of Shares Underlying Warrants Warrant Exercise Price Per Share October 3, 2019 $ 27,174 $ 2,174 $ 25,000 $ 0.12 50,000 $ 0.12 October 10, 2019 27,174 2,174 25,000 0.12 50,000 0.12 October 23, 2019 108,696 8,696 100,000 0.12 250,000 0.15 250,000 0.20 October 29, 2019 27,174 2,174 25,000 0.12 50,000 0.12 November 8, 2019 16,304 1,304 15,000 0.07 30,000 0.07 Total $ 206,522 $ 16,522 $ 190,000 $ 0.07-0.12 680,000 $ 0.07-0.20 On the date set forth in the table below, the Company entered into a senior convertible note payable with a lender, who is also a current stockholder and beneficial owner of more than 5% of the Company’s common stock, in the amount set forth in the table below. This note accrues interest payable monthly at the rate of 8% per annum and matures on June 30, 2020. This note and accrued interest thereon may convert into shares of common stock at the conversion price then in effect (initially $0.12 per share, subject to adjustment) any time at the holder’s option or automatically upon a qualified financing of at least $5 million at the lower of the conversion price then in effect or a 25% discount to the offering price. The conversion price is subject to adjustment upon the issuance of the Company’s common stock or securities convertible into common stock at a price per share less than the then prevailing conversion price, other than specified exempt issuances; accordingly, on November 8, 2019, the conversion price was adjusted to $0.07 per share. The Company has the right to prepay this note without penalty or premium. This note was issued with a detachable five-year warrant to purchase shares of common stock as set forth in the table below. The exercise price of this warrant shall be adjusted in accordance with any adjustment to the conversion price of this note; accordingly, on November 8, 2019, the exercise price was adjusted to $0.07 per share. Issuance Date Principal Amount Original Issue Discount Gross Proceeds Note Conversion Price Per Share Number of Shares Underlying Warrants Warrant Exercise Price Per Share October 16, 2019 $ 217,391 $ 17,391 $ 200,000 $ 0.07 400,000 $ 0.07 General Nutrition Corporation On October 16, 2019, the exclusivity provision of the Company’s purchasing agreement with GNC expired, however, all other provisions of the Company’s purchasing agreement with GNC remain in effect. The Company may expand ZanthoSyn ® |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 September 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 nine-months ended: September 30, 2019 September 30, 2018 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 439,505 $ 1,118,486 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 nine-months ended September 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) | 9 Months Ended |
Sep. 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 nine-months ended: September 30, 2019 September 30, 2018 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 439,505 $ 1,118,486 Hong Kong Nutraceuticals $ - $ 16,413 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following as of: September 30, 2019 (Unaudited) December 31, 2018 Finished goods $ 533,139 $ 96,750 Raw materials 774,588 1,383,630 Total inventories $ 1,307,727 $ 1,480,380 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net, consists of the following as of: September 30, 2019 (Unaudited) December 31, 2018 Patents $ 613,943 $ 578,326 Less accumulated amortization (321,614 )) (292,512 ) 292,329 285,814 Patents pending 135,292 148,720 Total intangible assets, net $ 427,621 $ 434,534 |
Related Party Notes Payable (Ta
Related Party Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Notes Payable | Notes payable consisted of the following as of: September 30, 2019 December 31, 2018 (Unaudited) Inventory financing. $ 1,000,000 $ - Officer loan. 75,000 Promissory note. 500,000 - Total notes payable $ 1,575,000 $ - Less current portion (575,000 ) - Long term notes payable $ 1,000,000 $ - |
Schedule of Related Party Future Maturities of Notes Payable | Future maturities of notes payable are as follows as of September 30: 2020 $ 575,000 2021 - 2022 1,000,000 $ 1,575,000 |
Related Party Convertible Not_2
Related Party Convertible Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Convertible Note Payable | Related party convertible note payable consisted of the following as of: September 30, 2019 December 31, 2018 (Unaudited) Convertible note 2019-02. $ 815,217 $ - Total notes payable 815,217 - Less original issue discounts (65,217 ) - Related party convertible note payable, net 750,000 - Less conversion rights and warrant discounts (286,050 ) - Plus amortization of discounts 73,898 - Total convertible notes payable, net $ 537,848 $ - |
Schedule of Related Party Future Maturities of Convertible Notes Payable | Future maturities of notes payable are as follows as of September 30: 2020 $ 815,217 $ 815,217 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consisted of the following as of: September 30, 2019 (Unaudited) December 31, 2018 Convertible note 2019-01. $ 150,000 $ - Convertible note 2019-03. 108,696 - September 30, 2019 December 31, 2018 (Unaudited) Convertible note 2019-04. 54,348 - Total notes payable 313,044 - Less original issue discounts (13,044 ) - Convertible notes payable, net 300,000 - Less conversion rights and warrant discounts (98,660 ) - Plus amortization of discounts 55,358 - Total convertible notes payable, net $ 256,698 $ - |
Schedule of Future Maturities of Convertible Notes Payable | Future maturities of notes payable are as follows as of September 30: 2020 $ 313,044 $ 313,044 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value Assumptions Related to Option Issued | The Company estimates the fair value of these derivative liabilities 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 range of fair value assumptions used for derivative financial instruments during the nine-months ended September 30, 2019, were as follows: Dividend yield 0.0% Risk-free rate 1.75% - 2.44% Volatility 102% - 137% Expected term 1 year The following table presents the three-level hierarchy prescribed by U.S. GAAP for derivative liabilities since it is a liability that is measured and recognized at fair value on a recurring basis as of: Level 1 Level 2 Level 3 September 30, 2019 - - $ 246,414 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 9 Months Ended |
Sep. 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 (58,336 ) Granted - Exercised - Forfeited - Outstanding September 30, 2019 40,438,425 $ 0.40 3.77 $ 149,089 Exercisable September 30, 2019 38,130,093 $ 0.41 3.48 $ 149,089 |
Schedule of Non-vested Shares Granted Under Stock Option Plan | A summary of the Company’s non-vested options for the nine-months ended September 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 (972,914 ) Canceled (58,336 ) Non-vested at September 30, 2019 2,308,332 |
Schedule of Fair Value Assumptions | The range of fair value assumptions related to options issued were as follows for the: Nine-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: Nine-months ended September 30 2019 2018 Amount Amount Service provider compensation $ 133,125 $ 76,250 Employee compensation 124,750 156,875 Total $ 257,875 $ 233,125 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 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 ) Expired (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 Canceled - Granted 3,116,665 Exercised - Expired (18,405,496 ) Outstanding September 30, 2019 102,758,031 $ 0.13 2.07 $ 146,779 Exercisable September 30, 2019 102,758,031 $ 0.13 2.07 $ 146,779 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 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 September 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,433,626 ) 136,640,761 $ (0.01 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ (1,433,626 ) 136,640,761 $ (0.01 ) Three-months ended September 30, 2018 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (928,888 ) 130,083,598 $ (0.01 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ (928,888 ) 130,083,598 $ (0.01 ) Nine-months ended September 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (3,650,740 ) 135,516,490 (0.03 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ (3,650,740 ) 135,516,490 (0.03 ) Nine-months ended September 30, 2018 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (3,076,873 ) 125,271,516 $ (0.02 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ 3,076,873 125,271,516 $ (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: September 30, 2019 September 30, 2018 (Unaudited) (Unaudited) Convertible notes 9,490,186 - Common stock options 40,438,425 39,496,761 Common stock warrants 102,758,031 118,148,846 Total common stock equivalents 152,686,642 157,645,607 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Summary of Convertible Notes with Lenders | Each of these notes were issued with detachable five-year warrants to purchase shares of common stock as set forth in the table below. Issuance Date Principal Amount Original Issue Discount Gross Proceeds Note Conversion Price Per Share Number of Shares Underlying Warrants Warrant Exercise Price Per Share October 3, 2019 $ 27,174 $ 2,174 $ 25,000 $ 0.12 50,000 $ 0.12 October 10, 2019 27,174 2,174 25,000 0.12 50,000 0.12 October 23, 2019 108,696 8,696 100,000 0.12 250,000 0.15 250,000 0.20 October 29, 2019 27,174 2,174 25,000 0.12 50,000 0.12 November 8, 2019 16,304 1,304 15,000 0.07 30,000 0.07 Total $ 206,522 $ 16,522 $ 190,000 $ 0.07-0.12 680,000 $ 0.07-0.20 Issuance Date Principal Amount Original Issue Discount Gross Proceeds Note Conversion Price Per Share Number of Shares Underlying Warrants Warrant Exercise Price Per Share October 16, 2019 $ 217,391 $ 17,391 $ 200,000 $ 0.07 400,000 $ 0.07 |
Company Background (Details Nar
Company Background (Details Narrative) - USD ($) | Aug. 14, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Net losses | $ (1,433,626) | $ (928,888) | $ (3,650,740) | $ (3,076,873) | ||
Accumulated deficit | $ (65,594,058) | (65,594,058) | $ (61,943,318) | |||
Additional capital raised through equity | 245,000 | $ 704,375 | ||||
Additional capital raised through debt | 2,625,000 | |||||
Proceeds from public offering of common stock and warrants | $ 15,000,000 | |||||
Current Stockholders [Member] | ||||||
Additional capital raised through equity | 245,000 | |||||
Related Party [Member] | ||||||
Additional capital raised through debt | $ 2,325,000 |
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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total revenue | $ 229,142 | $ 549,540 | $ 439,505 | $ 1,134,899 |
United States [Member] | ||||
Total revenue | 439,505 | 1,118,486 | ||
Hong Kong [Member] | ||||
Total revenue | $ 16,413 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 533,139 | $ 96,750 |
Raw materials | 774,588 | 1,383,630 |
Total inventories | $ 1,307,727 | $ 1,480,380 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)PatentApplicationsVehicle | Sep. 30, 2018USD ($) | |
Patent, amortization period | 15 years | |||
Amortization expense | $ | $ 10,074 | $ 6,717 | $ 29,102 | $ 21,952 |
Patents, units | 29 | |||
Patents expiration date | Patents will expire beginning in 2023 through 2028 | |||
Number of patent application pending | Vehicle | 3 | |||
Loss of abandonment of patents | $ | $ 36,205 | $ 36,205 | ||
United States [Member] | ||||
Patents, units | 14 | |||
Number of patent application pending | 2 | |||
Europe, Canada, China, India, Japan, and Hong Kong [Member] | ||||
Patents, units | 15 | |||
Europe and Brazil [Member] | ||||
Number of patent application pending | 2 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 613,943 | $ 578,326 |
Less accumulated amortization | (321,614) | (292,512) |
Patents, Total | 292,329 | 285,814 |
Patents pending | 135,292 | 148,720 |
Total intangible assets, net | $ 427,621 | $ 434,534 |
Accrued Separation Costs (Detai
Accrued Separation Costs (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Aug. 09, 2016 |
Accrued separation costs, outstanding | $ 94,885 | ||
Accrued separation costs, current | $ 9,000 | $ 9,000 | |
Separation Agreement [Member] | |||
Accrued compensation expenses | $ 118,635 |
Related Party Notes Payable (De
Related Party Notes Payable (Details Narrative) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Interest charges | $ 45,925 | $ 101,385 |
Notes Payable [Member] | ||
Accrued and payable | $ 31,111 | $ 31,111 |
Related Party Notes Payable - S
Related Party Notes Payable - Schedule of Related Party Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total notes payable | $ 1,575,000 | |
Less current portion | (575,000) | |
Long term notes payable | 1,000,000 | |
Inventory Financing [Member] | ||
Total notes payable | 1,000,000 | |
Officer Loan [Member] | ||
Total notes payable | 75,000 | |
Promissory Note [Member] | ||
Total notes payable | $ 500,000 |
Related Party Notes Payable -_2
Related Party Notes Payable - Schedule of Related Party Notes Payable (Details) (Parenthetical) - USD ($) | Jun. 26, 2019 | May 20, 2019 | Jan. 11, 2019 | Jul. 10, 2019 |
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% | |||
Officer Loan [Member] | ||||
Debt instrument description | 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, which was subsequently extended to December 31, 2019. | |||
Officer Loan [Member] | Chief Executive Officer [Member] | ||||
Loan borrowed | $ 75,000 | |||
Debt instrument, interest rate | 4.50% | |||
Promissory Note [Member] | ||||
Loan borrowed | $ 100,000 | |||
Note payable | $ 400,000 | |||
Debt instrument, interest rate | 12.00% | |||
Debt instrument description | This note accrues interest at the rate of 12% per annum, is unsecured, and originally matured on August 20, 2019, which was subsequently extended to June 30, 2020. | |||
Promissory Note [Member] | Minimum [Member] | ||||
Ownership percentage | 5.00% |
Related Party Notes Payable -_3
Related Party Notes Payable - Schedule of Related Party Future Maturities of Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total | $ 750,000 | |
Related Party Notes Payable [Member] | ||
2020 | 575,000 | |
2021 | ||
2022 | 1,000,000 | |
Total | $ 1,575,000 |
Related Party Convertible Not_3
Related Party Convertible Note Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Original issue discount | $ 65,217 | $ 65,217 | |
Interest charges incurred | 45,925 | 101,385 | |
Related Party Convertible Note Payable [Member] | |||
Original issue discount | 351,267 | 351,267 | |
Interest expense | 73,898 | 73,898 | |
Interest charges incurred | 13,222 | 13,222 | |
Interest accrued and payable | $ 5,360 | $ 5,360 |
Related Party Convertible Not_4
Related Party Convertible Note Payable - Schedule of Related Party Convertible Note Payable (Details) - USD ($) | Sep. 30, 2019 | Jul. 19, 2019 | Dec. 31, 2018 |
Total notes payable | $ 815,217 | ||
Less original issue discounts | (65,217) | ||
Related party convertible note payable, net | 750,000 | ||
Less conversion rights and warrant discounts | (286,050) | ||
Plus amortization of discounts | 73,898 | ||
Total convertible notes payable, net | 537,848 | ||
Convertible Note 2019 - 02 [Member] | |||
Total notes payable | $ 815,217 | ||
Less original issue discounts | $ (65,217) |
Related Party Convertible Not_5
Related Party Convertible Note Payable - Schedule of Related Party Convertible Note Payable (Details) (Parenthetical) - USD ($) | Nov. 08, 2019 | Jul. 19, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Original issue discount | $ 65,217 | |||
Convertible Note 2019 - 02 [Member] | ||||
Convertible notes payable issued | $ 815,217 | |||
Original issue discount | 65,217 | |||
Exchange of convertible notes payable | $ 750,000 | |||
Debt instrument, interest rate | 8.00% | |||
Debt instrument, maturity date | Jun. 30, 2020 | |||
Debt instrument, conversion price | $ 0.12 | |||
Convertible Note 2019 - 02 [Member] | Detachable Warrant [Member] | ||||
Warrants to purchase common stock | 1,500,000 | |||
Warrants price per share | $ 0.12 | |||
Additional discount on convertible note | $ 286,050 | |||
Convertible Note 2019 - 02 [Member] | Subsequent Event [Member] | ||||
Debt instrument, conversion price | $ 0.07 | |||
Debt instrument, discount offering price percentage | 25.00% | |||
Adjusted exercise price per share | $ 0.07 | |||
Convertible Note 2019 - 02 [Member] | Minimum [Member] | Subsequent Event [Member] | ||||
Convertible notes payable issued | $ 5,000,000 |
Related Party Convertible Not_6
Related Party Convertible Note Payable - Schedule of Related Party Future Maturities of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total | $ 750,000 | |
Related Party Convertible Note [Member] | ||
2020 | 815,217 | |
Total | $ 815,217 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Original issue discount | $ 65,217 | $ 65,217 | |
Interest charges incurred | 45,925 | 101,385 | |
Convertible Note [Member] | |||
Original issue discount | 111,704 | 111,704 | |
Interest expense | 31,696 | 55,358 | |
Interest charges incurred | 4,496 | 7,537 | |
Interest accrued and payable | $ 7,537 | $ 7,537 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total notes payable | $ 815,217 | |
Less conversion rights and warrant discounts | (286,050) | |
Plus amortization of discounts | 73,898 | |
Convertible Note 2019 - 01 [Member] | ||
Total notes payable | 150,000 | |
Convertible Note 2019 - 03 [Member] | ||
Total notes payable | 108,696 | |
Convertible Note 2019 - 04 [Member] | ||
Total notes payable | 54,348 | |
Convertible Note [Member] | ||
Total notes payable | 313,044 | |
Less original issue discounts | (13,044) | |
Related party convertible note payable, net | 300,000 | |
Less conversion rights and warrant discounts | (98,660) | |
Plus amortization of discounts | 55,358 | |
Total convertible notes payable, net | $ 256,698 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Sep. 25, 2019 | Sep. 04, 2019 | Apr. 18, 2019 | Nov. 08, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Original issue discount | $ 65,217 | |||||
Convertible Note 2019 - 01 [Member] | ||||||
Convertible notes payable issued | $ 150,000 | |||||
Debt instrument, interest rate | 10.00% | |||||
Debt instrument, maturity date | Dec. 31, 2019 | |||||
Debt instrument, conversion price | $ 0.12 | |||||
Convertible Note 2019 - 01 [Member] | Detachable Warrant [Member] | ||||||
Warrants to purchase common stock | 500,000 | |||||
Warrants price per share | $ 0.20 | |||||
Additional discount on convertible note | $ 83,300 | |||||
Convertible Note 2019 - 01 [Member] | Subsequent Event [Member] | ||||||
Adjusted exercise price per share | $ 0.07 | |||||
Convertible Note 2019 - 03 [Member] | ||||||
Convertible notes payable issued | $ 108,696 | |||||
Original issue discount | 8,696 | |||||
Exchange of convertible notes payable | $ 100,000 | |||||
Debt instrument, interest rate | 8.00% | |||||
Debt instrument, maturity date | Jun. 30, 2020 | |||||
Debt instrument, conversion price | $ 0.12 | |||||
Debt instrument, amortized period | 36 months | |||||
Convertible Note 2019 - 03 [Member] | Detachable Warrant [Member] | ||||||
Warrants to purchase common stock | 200,000 | |||||
Warrants price per share | $ 0.12 | |||||
Additional discount on convertible note | $ 11,170 | |||||
Convertible Note 2019 - 04 [Member] | ||||||
Convertible notes payable issued | $ 54,348 | |||||
Original issue discount | 4,348 | |||||
Exchange of convertible notes payable | $ 50,000 | |||||
Debt instrument, interest rate | 8.00% | |||||
Debt instrument, maturity date | Jun. 30, 2020 | |||||
Debt instrument, conversion price | $ 0.12 | |||||
Debt instrument, amortized period | 36 months | |||||
Convertible Note 2019 - 04 [Member] | Detachable Warrant [Member] | ||||||
Warrants to purchase common stock | 100,000 | |||||
Warrants price per share | $ 0.12 | |||||
Additional discount on convertible note | $ 4,190 |
Convertible Notes Payable - S_3
Convertible Notes Payable - Schedule of Future Maturities of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total | $ 750,000 | |
Convertible Note [Member] | ||
2020 | 313,044 | |
Total | $ 313,044 |
Derivative Financial Instrume_3
Derivative Financial Instrument (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($)Vehicle | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Vehicle | Sep. 30, 2018USD ($) | |
Derivative liabilities and convertible note discounts | $ 243,275 | $ 243,275 | ||
Derivative liabilities | 246,414 | 246,414 | ||
Loss on fair value of derivative liabilities | $ (20,524) | $ (3,139) | ||
Expected Dividend Yield [Member] | ||||
Derivative liabilities, measurement input | Vehicle | 0 | 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Fair Value Assumptions Related to Option Issued (Details) | 9 Months Ended |
Sep. 30, 2019USD ($)Vehicle | |
Derivative liabilities | $ | $ 246,414 |
Expected Dividend Yield [Member] | |
Derivative liabilities, measurement input | 0 |
Convertible Note [Member] | Fair Value, Inputs, Level 1 [Member] | |
Derivative liabilities | $ | |
Convertible Note [Member] | Fair Value, Inputs, Level 2 [Member] | |
Derivative liabilities | $ | |
Convertible Note [Member] | Fair Value, Inputs, Level 3 [Member] | |
Derivative liabilities | $ | $ 246,414 |
Convertible Note [Member] | Expected Dividend Yield [Member] | |
Derivative liabilities, measurement input | 0 |
Convertible Note [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative liabilities, measurement input | 1.75 |
Convertible Note [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative liabilities, measurement input | 2.44 |
Convertible Note [Member] | Volatility [Member] | Minimum [Member] | |
Derivative liabilities, measurement input | 102 |
Convertible Note [Member] | Volatility [Member] | Maximum [Member] | |
Derivative liabilities, measurement input | 137 |
Convertible Note [Member] | Expected Term [Member] | |
Derivative liabilities, expected term | 1 year |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jul. 27, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jun. 30, 2018 |
Sold securities in a self-directed offering, aggregate amount | $ 245,000 | $ 704,375 | |||
Common stock, shares outstanding | 137,261,594 | 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 | $ 0.625 | |||
Cash payment, price per share | $ 0.15 | $ 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 | Mar. 31, 2019 | Dec. 31, 2018 | Aug. 08, 2017 | Apr. 10, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Number of shares granted during period | 2,833,334 | |||||||
Stock-based compensation expense | $ 257,875 | $ 233,125 | ||||||
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 | 1,627,191 | 906,774 | ||||||
Stock-based compensation expense | $ 262,500 | $ 200,000 | ||||||
Restricted Common Stock [Member] | Consultants [Member] | ||||||||
Number of shares granted during period | 37,500 | 37,500 | 112,500 | 37,500 | ||||
Stock-based compensation expense | $ 14,400 | $ 22,500 | ||||||
Share price | $ 0.125 | $ 0.17 | $ 0.20 | $ 0.089 | $ 0.20 |
Stock Option Plans (Details Nar
Stock Option Plans (Details Narrative) - $ / shares | Feb. 07, 2014 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 04, 2018 | Apr. 16, 2015 |
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 | 30,420,148 | 50,420,148 | |||
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 ($) | 9 Months Ended | 12 Months Ended |
Sep. 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 | (58,336) | (350,000) |
Options, Granted | 2,833,334 | |
Options, Exercised | (200,000) | |
Options, Forfeited | ||
Options Outstanding, Ending balance | 40,438,425 | 40,496,761 |
Options Exercisable, Ending balance | 38,130,093 | 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 | 3 years 9 months 7 days | 4 years 6 months 7 days |
Weighted Average Remaining Contractual Term in Years, Exercisable, Ending | 3 years 5 months 23 days | 4 years 1 month 6 days |
Aggregate Intrinsic Value, Outstanding Beginning balance | $ 986,808 | $ 562,456 |
Aggregate Intrinsic Value, Exercisable Beginning balance | 986,808 | 562,456 |
Aggregate Intrinsic Value, Outstanding Ending balance | 149,089 | 986,808 |
Aggregate Intrinsic Value, Exercisable Ending balance | $ 149,089 | $ 986,808 |
Stock Option Plans - Schedule_2
Stock Option Plans - Schedule of Non-vested Shares Granted Under Stock Option Plan (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 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 | (972,914) | (1,143,752) |
Non-vested, Options Canceled | (58,336) | (350,000) |
Non-vested, Options Outstanding, Ending balance | 2,308,332 | 3,339,582 |
Stock Option Plans - Schedule_3
Stock Option Plans - Schedule of Fair Value Assumptions (Details) | 9 Months Ended | 12 Months Ended |
Sep. 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 ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Service provider compensation | $ 133,125 | $ 76,250 |
Employee compensation | 124,750 | 156,875 |
Total | $ 257,875 | $ 233,125 |
Warrants (Details Narrative)
Warrants (Details Narrative) | Jul. 27, 2018USD ($)$ / sharesshares | Sep. 30, 2019USD ($)Vehicle$ / sharesshares | Sep. 30, 2018USD ($)$ / shares | Dec. 31, 2018USD ($)shares | Jun. 30, 2018$ / shares |
Stock compensation expense | $ 257,875 | $ 233,125 | |||
Discount on convertible notes | 65,217 | ||||
Proceeds from the issuance of common stock | $ 245,000 | $ 704,375 | |||
Warrant Exchange Offering [Member] | |||||
Warrants to purchase of common stock shares | shares | 9,600,000 | ||||
Warrant price per share | $ / shares | $ 0.625 | $ 0.625 | |||
Cash payment, price per share | $ / shares | $ 0.15 | $ 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 Warrants [Member] | |||||
Warrants to purchase of common stock shares | shares | 2,300,000 | ||||
Warrants, term | 5 years | ||||
Discount on convertible notes | $ 141,435 | ||||
Convertible Note Warrants [Member] | Minimum [Member] | |||||
Warrant price per share | $ / shares | $ 0.12 | ||||
Convertible Note Warrants [Member] | Maximum [Member] | |||||
Warrant price per share | $ / shares | $ 0.20 | ||||
Warrant [Member] | |||||
Stock compensation expense | |||||
Warrants expired | shares | 18,405,496 | 101,984 | |||
Expected Dividend Yield [Member] | |||||
Warrants, measurement input | Vehicle | 0 |
Warrants - Schedule of Stock Wa
Warrants - Schedule of Stock Warrants Activity (Details) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 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 | ||
Warrants, Granted | 3,116,665 | 315,010 |
Warrants, Exercised | (9,600,286) | |
Warrants, Expired | (18,405,496) | (101,984) |
Warrants, Outstanding, Ending balance | 102,758,031 | 118,046,862 |
Warrants, Exercisable, Ending balance | 102,758,031 | 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 26 days | 2 years 3 months 26 days |
Weighted Average Remaining Contractual Term in Years, Ending Exercisable | 2 years 26 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 | 146,779 | 7,848,637 |
Aggregate Intrinsic Value, Exercisable, Ending | $ 146,779 | $ 7,848,637 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax statutory rate | 21.00% | 21.00% | 21.00% | |
Effective tax statutory rate, description | On March 22, 2018, the Tax Cuts and Jobs Act ("TCJA") was enacted into law, which significantly changes existing U.S. tax law and includes numerous provisions that affect our business, such as reducing the U.S. federal statutory tax rate from 35% to 21% effective January 1, 2018. | |||
Unrecognized tax benefits |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net loss (numerator) Basic loss per share, basic | $ (1,433,626) | $ (928,888) | $ (3,650,740) | $ (3,076,873) |
Net loss (numerator) Effect of dilutive securities-Common stock options, warrants, and convertible note | ||||
Net loss (numerator) Diluted loss per share, diluted | $ (1,433,626) | $ (928,888) | $ (3,650,740) | $ (3,076,873) |
Shares (Denominator) Basic loss per shares, basic | 136,640,761 | 130,083,598 | 135,516,490 | 125,271,516 |
Shares (Denominator) Effect of dilutive securities-Common stock options, warrants, and convertible note | ||||
Shares (Denominator) Diluted loss per shares, diluted | 136,640,761 | 130,083,598 | 135,516,490 | 125,271,516 |
Per share amount Basic loss per share, basic | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
Per share amount Effect of dilutive securities-Common stock options, warrants, and convertible note | ||||
Per share amount Diluted loss per share, diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (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 | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Total common stock equivalents excluded from the computation of diluted net loss per share | 152,686,642 | 157,645,607 |
Common Stock Warrants [Member] | ||
Total common stock equivalents excluded from the computation of diluted net loss per share | 102,758,031 | 118,148,846 |
Convertible Notes [Member] | ||
Total common stock equivalents excluded from the computation of diluted net loss per share | 9,490,186 | |
Common Stock Options [Member] | ||
Total common stock equivalents excluded from the computation of diluted net loss per share | 40,438,425 | 39,496,761 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2018USD ($)Vehicle | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Operating lease, right-to-use asset | $ 22,015 | $ 22,015 | ||||
ASU No. 2016-02 [Member] | ||||||
Operating lease, right-to-use asset | 22,015 | 22,015 | ||||
Operating lease liability | $ 26,298 | $ 26,298 | ||||
Lease Settlement Agreement [Member] | Manoa Innovation Center [Member] | ||||||
Lease, term | 45 days | 45 days | ||||
Rent expenses | $ 8,989 | $ 8,760 | $ 27,188 | $ 29,662 | ||
Vehicle Lease Arrangement [Member] | ||||||
Lease, term | 3 years | |||||
Number of vehicles | Vehicle | 3 | |||||
Total monthly payment | $ 1,619 | |||||
Lease expense | $ 4,964 | $ 5,602 | $ 16,520 | $ 14,953 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Convertible Notes [Member] - USD ($) | 1 Months Ended | ||||||
Nov. 14, 2019 | Nov. 08, 2019 | Oct. 29, 2019 | Oct. 23, 2019 | Oct. 16, 2019 | Oct. 10, 2019 | Oct. 03, 2019 | |
Lenders as Stockholders [Member] | |||||||
Debt instrument, interest rate | 8.00% | ||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||
Debt instrument, amortized period | 36 months | ||||||
Debt instrument, conversion price | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | |
Adjusted exercise price per share | $ 0.07 | ||||||
Lender [Member] | |||||||
Debt instrument, interest rate | 8.00% | ||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||
Debt instrument, conversion price | $ 0.12 | $ 0.07 | |||||
Lender [Member] | Minimum [Member] | |||||||
Ownership percentage | 5.00% | ||||||
Debt instrument, conversion converted amount | $ 5,000,000 | ||||||
Debt instrument convertible threshold percentage | 25.00% | ||||||
Detachable Warrant [Member] | |||||||
Warrants term | 5 years | ||||||
Adjusted exercise price per share | $ 0.07 | ||||||
Detachable Warrant [Member] | Lenders as Stockholders [Member] | |||||||
Warrants term | 5 years |
Subsequent Events - Summary of
Subsequent Events - Summary of Convertible Notes with Lenders (Details) - USD ($) | Nov. 14, 2019 | Nov. 08, 2019 | Oct. 29, 2019 | Oct. 23, 2019 | Oct. 16, 2019 | Oct. 10, 2019 | Oct. 03, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Principal Amount | $ 815,217 | ||||||||
Original Issue Discount | 65,217 | ||||||||
Gross Proceeds | $ 750,000 | ||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Lenders as Stockholders [Member] | |||||||||
Principal Amount | $ 206,522 | $ 16,304 | $ 27,174 | $ 108,696 | $ 27,174 | $ 27,174 | |||
Original Issue Discount | 16,522 | 1,304 | 2,174 | 8,696 | 2,174 | 2,174 | |||
Gross Proceeds | $ 190,000 | $ 15,000 | $ 25,000 | $ 100,000 | $ 25,000 | $ 25,000 | |||
Note Conversion Price Per Share | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | |||
Number of Shares Underlying Warrants | 680,000 | 30,000 | 250,000 | 250,000 | 50,000 | 50,000 | |||
Warrant Exercise Price Per Share | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | |||
Subsequent Event [Member] | Convertible Notes [Member] | Lender [Member] | |||||||||
Principal Amount | $ 217,391 | ||||||||
Original Issue Discount | 17,391 | ||||||||
Gross Proceeds | $ 200,000 | ||||||||
Note Conversion Price Per Share | $ 0.12 | $ 0.07 | |||||||
Number of Shares Underlying Warrants | 400,000 | ||||||||
Warrant Exercise Price Per Share | $ 0.07 |