Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 15, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | CARDAX, INC. | |
Entity Central Index Key | 0001544238 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 772,098 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 51,191 | $ 19,303 |
Accounts receivable | 103,591 | 205,768 |
Inventories | 1,116,560 | 1,177,831 |
Deposits and other assets | 3,063 | 2,066 |
Prepaid expenses | 168,252 | 181,093 |
Total current assets | 1,442,657 | 1,586,061 |
INTANGIBLE ASSETS, net | 420,912 | 420,373 |
RIGHT TO USE LEASED ASSETS | 9,606 | 12,488 |
TOTAL ASSETS | 1,873,175 | 2,018,922 |
CURRENT LIABILITIES | ||
Accrued payroll and payroll related expenses, current portion | 3,788,788 | 3,687,376 |
Accounts payable and accrued expenses | 1,570,898 | 1,544,402 |
Fees payable to directors | 418,546 | 418,546 |
Accrued separation costs, current portion | 9,750 | 9,000 |
Current portion of related party notes payable | 575,000 | 575,000 |
Related party convertible notes payable | 901,220 | 651,721 |
Convertible notes payable, net of discount | 430,546 | 358,289 |
Employee settlement | 50,000 | 50,000 |
Lease liability, current portion | 9,606 | 11,527 |
Derivative liability on convertible notes payable | 619,508 | 827,314 |
Total current liabilities | 8,373,862 | 8,133,175 |
NON-CURRENT LIABILITIES | ||
Related party notes payable, less of current portion | 1,000,000 | 1,000,000 |
Accrued separation costs, less current portion | 80,635 | 83,635 |
Lease liability, less current portion | 961 | |
Total non-current liabilities | 1,080,635 | 1,084,596 |
COMMITMENTS AND CONTINGENCIES | ||
Total liabilities | 9,454,497 | 9,217,771 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock - $0.001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2020, and December 31, 2019, respectively | ||
Common stock - $0.001 par value; 400,000,000 shares authorized, 762,098 and 687,564 shares issued and outstanding as of March 31,2020, and December 31, 2019, respectively | 762 | 688 |
Additional paid-in-capital | 60,457,139 | 59,836,818 |
Accumulated deficit | (68,039,223) | (67,036,355) |
Total stockholders' deficit | (7,581,322) | (7,198,849) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,873,175 | $ 2,018,922 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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 | 762,098 | 687,564 |
Common stock, shares outstanding | 762,098 | 687,564 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
REVENUES, net | $ 142,813 | $ 164,972 |
COST OF GOODS SOLD | 62,995 | 104,180 |
GROSS PROFIT | 79,818 | 60,792 |
OPERATING EXPENSES: | ||
Salaries and wages | 373,292 | 404,809 |
Professional fees | 222,316 | 241,368 |
Selling, general, and administrative expenses | 168,413 | 291,569 |
Stock based compensation | 177,813 | 180,375 |
Research and development | 35,282 | 45,672 |
Depreciation and amortization | 8,733 | 11,262 |
Total operating expenses | 985,849 | 1,175,055 |
Loss from operations | (906,031) | (1,114,263) |
OTHER INCOME (EXPENSE): | ||
Gain on modification of debt instruments | 354,791 | |
Change in fair value of derivative liability | (3,667) | |
Interest expense | (447,961) | (21,157) |
Total other (expense) income, net | (96,837) | (21,157) |
Loss before the provision for income taxes | (1,002,868) | (1,135,420) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (1,002,868) | $ (1,135,420) |
NET LOSS PER SHARE | ||
Basic | $ (1.43) | $ (1.69) |
Diluted | $ (1.43) | $ (1.69) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||
Basic | 700,879 | 670,260 |
Diluted | 700,879 | 670,260 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-In-Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 670 | $ 58,407,257 | $ (61,943,318) | $ (3,535,391) |
Balance, shares at Dec. 31, 2018 | 669,967 | |||
Common stock grants to independent directors | $ 2 | 87,498 | 87,500 | |
Common stock grants to independent directors, shares | 2,303 | |||
Common stock grants to service providers | 6,375 | 6,375 | ||
Common stock grants to service providers, shares | 187 | |||
Stock based compensation - options | 86,500 | 86,500 | ||
Restricted stock issuances | $ 2 | 44,998 | 45,000 | |
Restricted stock issuances, shares | 1,501 | |||
Extinguishment of derivative liability upon repayment of convertible note | ||||
Net loss | (1,135,420) | (1,135,420) | ||
Balance at Mar. 31, 2019 | $ 674 | 58,632,628 | (63,078,738) | (4,445,436) |
Balance, shares at Mar. 31, 2019 | 673,958 | |||
Balance at Dec. 31, 2019 | $ 688 | 59,836,818 | (67,036,355) | (7,198,849) |
Balance, shares at Dec. 31, 2019 | 687,564 | |||
Common stock grants to independent directors | $ 3 | 18,747 | 18,750 | |
Common stock grants to independent directors, shares | 3,125 | |||
Stock based compensation - options | 84,063 | 84,063 | ||
Warrants granted to independent directors | 75,000 | 75,000 | ||
Common stock grant to convertible note holders | $ 71 | 434,641 | 434,712 | |
Common stock grant to convertible note holders, shares | 71,409 | |||
Issuance of warrants attached to a convertible note | 2,777 | 2,777 | ||
Beneficial conversion feature issued on convertible notes | 141,391 | 141,391 | ||
Revaluation of notes payable discounts due to modification of conversion price | (214,498) | (214,498) | ||
Extinguishment of derivative liability upon repayment of convertible note | 78,200 | 78,200 | ||
Net loss | (1,002,868) | (1,002,868) | ||
Balance at Mar. 31, 2020 | $ 762 | $ 60,457,139 | $ (68,039,223) | $ (7,581,322) |
Balance, shares at Mar. 31, 2020 | 762,098 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (1,002,868) | $ (1,135,420) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization | 8,733 | 11,262 | |
Amortization of debt discount | 297,656 | ||
Stock based compensation | 177,813 | 180,375 | |
Change in fair value of derivative liability | 3,667 | ||
Gain on modification of debt instruments | (354,791) | ||
Changes in assets and liabilities: | |||
Accounts receivable | 85,385 | 21,743 | |
Inventories | 61,271 | 57,378 | |
Deposits and other assets | (997) | ||
Prepaid expenses | 12,841 | 914 | |
Accrued payroll and payroll related expenses | 101,412 | 35,662 | |
Accounts payable and accrued expenses | 43,288 | (373,962) | |
Accrued separation costs | (2,250) | (2,250) | |
Net cash used in operating activities | (568,840) | (1,204,298) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Increase in intangible assets | (9,272) | (11,100) | |
Net cash used in investing activities | (9,272) | (11,100) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from the issuances of convertible notes payable | 770,000 | ||
Payment of debt issuance costs | (10,000) | ||
Repayment of convertible notes principal | (150,000) | ||
Proceeds from the issuances of related party notes payable | 1,000,000 | ||
Proceeds from the issuance of common stock | 45,000 | ||
Net cash provided by financing activities | 610,000 | 1,045,000 | |
NET INCREASE (DECREASE) IN CASH | 31,888 | (170,398) | |
CASH AT THE BEGINNING OF THE PERIOD | 19,303 | 243,753 | $ 243,753 |
CASH AT THE END OF THE PERIOD | 51,191 | 73,355 | $ 19,303 |
SUPPLEMENTAL DISCLOSURES: | |||
Cash paid for interest | 116,341 | 10,967 | |
Cash paid for income taxes | |||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Settlement of receivables with payables | 16,792 | 49,956 | |
Right to use assets funded through leases | 2,882 | 30,813 | |
Discounts recognized on notes payable at issuance | 765,732 | ||
Extinguishment of derivative liability upon repayment of convertible note | 78,200 | ||
Revaluation of notes payable discounts due to modification of conversion price | $ 534,623 |
Company Background
Company Background | 3 Months Ended |
Mar. 31, 2020 | |
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 $1,002,868 and $1,135,420 for the three-months ended March 31, 2020 and 2019, respectively. The Company has incurred losses since inception resulting in an accumulated deficit of $68,039,223 as of March 31, 2020, 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. The Company’s ability to access the capital markets is unknown during the coronavirus disease 2019 (“COVID-19”) pandemic, which may limit or prevent the funding of its operations and related obligations. 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. The Company needs to raise additional capital to carry out its business plan. During the three-months ended March 31, 2020, the Company raised $770,000 in gross proceeds through the issuance of debt securities. The Company filed a registration statement on Form S-1 on August 14, 2019, as amended September 27, 2019 and November 22, 2019, for a proposed $15 million public offering of common stock and warrants; however, there can be no assurance that the proposed public offering will be consummated. The Company’s continued ability to raise capital through future equity and debt securities issuances is unknown, especially during the COVID-19 pandemic. If the Company is unable to obtain adequate capital, the Company may be required to cease operations or substantially curtail its ongoing and planned commercial activities. 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 | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and 2019. 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 condensed consolidated financial statements should be read in conjunction with the audited 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, 2019, filed with the SEC on March 30, 2020. Revenue from contracts with customers 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 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 three-months ended: March 31, 2020 March 31, 2019 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 142,813 $ 164,972 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. Notes payable The Company issued various notes payable to related and non-related parties. These notes payable included original issue discounts, detachable warrants, conversion features, beneficial conversion features, and debt issuance costs. ● Original issue discounts. Interest and Imputation of Interest ● Detachable warrants. Debt ● Conversion features Derivatives and Hedging; Embedded Derivatives ● Beneficial conversion features. Debt ● Debt issuance costs. Debt Stock issuance costs Stock issuance costs related to financing are accounted for as a reduction in stock proceeds in accordance with ASC No. 340-10, Other Assets and Deferred Costs Other significant accounting policies There have been no other material changes to our significant accounting policies during the three-months ended March 31, 2020, as compared to the significant accounting policies described in our Annual Report. Recently adopted accounting pronouncements In November 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) Recently issued accounting pronouncements In December 2019, the FASB Issued ASU No. 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes The Company does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the condensed consolidated financial statements. Reclassifications The Company has made certain reclassifications to conform its prior periods’ data to the current presentation. These reclassifications had no effect on the reported results of operations or cash flows. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 – INVENTORIES Inventories consist of the following as of: March 31, 2020 December 31, 2019 Raw materials $ 763,800 $ 763,800 Finished Goods 352,760 414,031 Total inventories $ 1,116,560 $ 1,177,831 As of March 31, 2020 and December 31, 2019, $763,800 in raw materials were held at the manufacturer’s facility for future production. Additionally, as of March 31, 2020 and December 31, 2019, $320,125 and $407,756, respectively, in finished goods were held at the manufacturer’s facility for shipment. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | NOTE 4 – INTANGIBLE ASSETS, net Intangible assets, net, consists of the following as of: March 31, 2020 December 31, 2019 Patents $ 614,003 $ 614,003 Less accumulated amortization (340,814 ) (332,081 ) 273,189 281,922 Patents pending 147,723 138,451 Total intangible assets, net $ 420,912 $ 420,373 Patents are amortized using the straight-line method over a period of fifteen years. Amortization expense was $8,733 and $11,262 for the three-months ended March 31, 2020 and 2019, respectively. The Company has capitalized costs for several patents that are still pending. In those instances, the Company has not recorded any amortization. The Company will commence amortization when these patents are approved. The Company has 29 issued patents, including 14 in the U.S. and 15 outside the U.S. and one patent pending outside the U.S. that will expire between 2023 and 2028, subject to patent term extensions. The Company also has four additional patents pending that if issued would extend patent coverage in the U.S. and outside the U.S. to 2039-2041. |
Accrued Separation Costs
Accrued Separation Costs | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020, $90,385 remains outstanding of which $9,750 is due within one-year and is reflected as a current liability. |
Related Party Notes Payable
Related Party Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Notes Payable | NOTE 6 – RELATED PARTY NOTES PAYABLE Notes payable consisted of the following as of: March 31, 2020 December 31, 2019 (Unaudited) Inventory financing. $ 1,000,000 $ 1,000,000 Officer loan. 75,000 75,000 Promissory note. 500,000 500,000 Total notes payable 1,575,000 1,575,000 Less current portion (575,000 ) (575,000 ) Long term notes payable $ 1,000,000 $ 1,000,000 Interest expense The Company incurred interest charges of $45,593 and $19,973 during the three-months ended March 31, 2020 and 2019, respectively, on these notes payable. The aggregate amount of accrued and unpaid interest on these notes payable was $63,143 and $10,192 as of March 31, 2020 and 2019, respectively. Maturities Future maturities of notes payable are as follows as of March 31: 2020 $ 575,000 2021 - 2022 1,000,000 $ 1,575,000 |
Related Party Convertible Notes
Related Party Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Convertible Notes Payable | NOTE 7 – RELATED PARTY CONVERTIBLE NOTES PAYABLE Related party convertible notes payable consisted of the following as of: March 31, 2020 December 31, 2019 (Unaudited) Convertible note 2019-02. $ 815,217 $ 815,217 Convertible note 2019-07. 217,391 217,391 Officer convertible note. 100,000 100,000 Total notes payable 1,132,608 1,132,608 Less original issue discounts (82,608 ) (82,608 ) Related party convertible notes payable, net 1,050,000 1,050,000 Less discounts for conversion rights, beneficial conversion features, and detachable warrants (297,360 ) (693,316 ) Plus amortization of discounts 148,580 295,037 Total convertible notes payable, net $ 901,220 $ 651,721 Discounts Total discounts (original issue discounts plus discounts for conversion rights, beneficial conversion features, and detachable warrants) of $379,968 are amortized using the interest method, which resulted in amortization recorded as interest expense of $112,446 for the three-months ended March 31, 2020, with total accumulated amortization equal to $148,580 as of March 31, 2020. In February 2020, the Company adjusted the conversion price of certain related party convertible notes payable in accordance with their terms, which triggered modification accounting and resulted in a gain on these convertible notes of $258,903. Interest expense The Company incurred interest charges of $24,020 during the three-months ended March 31, 2020 on these related party convertible notes payable. The aggregate amount of accrued and unpaid interest on these related party convertible notes payable was $8,183 as of March 31, 2020. Maturities Future maturities of notes payable are as follows as of March 31: 2020 $ 1,132,608 $ 1,132,608 |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 8 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following as of: March 31, 2020 (Unaudited) December 31, 2019 Convertible note 2019-01. $ - $ 150,000 Convertible note 2019-03. 108,696 108,696 March 31, 2020 December 31, 2019 (Unaudited) Convertible note 2019-04. 54,348 54,348 Convertible note 2019-05. 27,174 27,174 Convertible note 2019-06. 27,174 27,174 Convertible note 2019-08. 108,696 108,696 Convertible note 2019-09. 27,174 27,174 Convertible note 2019-10. 16,304 16,304 Convertible note 2020-01. 10,870 - Convertible note 2020-02. 262,500 - Convertible note 2020-03. 52,631 - Convertible note 2020-04. 250,000 - Convertible note 2020-05. 250,000 - Total notes payable 1,195,567 519,566 Less original issue discounts (85,567 ) (29,566 ) Convertible notes payable, net 1,110,000 490,000 Less discounts for conversion rights, beneficial conversion features, debt issuance costs, and detachable warrants (830,397 ) (253,675 ) Plus amortization of discounts 150,943 121,964 Total convertible notes payable, net $ 430,546 $ 358,289 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
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 Notes 7 and 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 three-months ended March 31, 2020, were as follows: Dividend yield 0.0% Risk-free rate 0.17% - 1.43% Volatility 183% - 190% 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 valuation 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 three-months ended March 31, 2020, the Company recognized total derivative liabilities and convertible note discounts based on their fair value at the convertible notes’ inception and/or adjustment dates. These derivative liabilities were subsequently revalued at $619,508 as of March 31, 2020, which resulted in a gain of $3,667 on the change in value of these derivative liabilities. During the three months ended March 31, 2020, there was a derivative liability of $78,200 that expired upon repayment of an outstanding convertible note, which was recorded as an adjustment to additional paid in capital. 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 March 31, 2020 $ - $ - $ 619,508 |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 10 – STOCKHOLDERS’ DEFICIT Reverse Stock Split On January 15, 2020, the Company effected a 200-for-1 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock. The Reverse Stock Split did not change the number of shares of common stock authorized for issuance, the par value of the common stock, or any other terms of the common stock. No fractional shares were issued in the Reverse Stock Split and any remaining share fractions were rounded up to the next whole share. Under the terms and conditions of outstanding options, warrants, and other convertible securities, the number of underlying shares of common stock and the exercise prices or conversion prices thereof were proportionately adjusted for the Reverse Stock Split. All share and per share amounts reported in the condensed consolidated financial statements reflect the Reverse Stock Split. Self-directed stock issuance 2019 During the year ended December 31, 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 $60 per unit. Each $60 unit consisted of 2 shares of restricted common stock (8,169 shares) and a five-year warrant to purchase 1 share of restricted common stock (4,085 warrant shares) at $40 per share. Shares outstanding As of March 31, 2020 and December 31, 2019, the Company had a total of 762,098 and 687,564, respectively, shares of common stock outstanding. |
Stock Grants
Stock Grants | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stock Grants | NOTE 11 – STOCK GRANTS Director stock grants During the three-months ended March 31, 2020 and 2019, the Company granted its independent directors an aggregate of 3,125 and 2,303 shares of restricted common stock, respectively. These shares were fully vested upon issuance. The expense recognized for these grants based on the grant date fair value was $18,750 and $87,500 for the three-months ended March 31, 2020 and 2019, respectively. The decrease in expense related to director stock grants was due to certain independent directors’ election to receive their compensation in the form of warrants effective as of the quarter ended March 31, 2020. Consultant stock grants On March 31, 2019, the Company granted consultants 187 shares of restricted common stock valued at $34 per share. On June 30, 2019, the Company granted consultants 188 shares of restricted common stock valued at $25 per share. On September 30, 2019, the Company granted consultants 187 shares of restricted common stock valued at $17.80 per share. On December 31, 2019, the Company granted consultants 188 shares of restricted common stock valued at $12 per share. These shares were fully vested upon issuance. There was no such grant during the three-months ended March 31, 2020. The Company recognized $0 and $6,375 in stock-based compensation related to these grants during the three-months ended March 31, 2020 and 2019, respectively. |
Stock Option Plans
Stock Option Plans | 3 Months Ended |
Mar. 31, 2020 | |
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 152,101. On April 16, 2015, the majority stockholder of the Company approved an increase in the shares reserved under this plan by 75,000 shares. On December 4, 2018, the stockholders of the Company approved an increase in the shares reserved under this plan by an additional 25,000 shares and authorized the annual increase of the shares reserved under this plan on January 1st of each year, at the discretion of the Board of Directors, by up to such number of shares that is equal to four percent (4%) of the shares of common stock issued and outstanding as of December 31st of the previous calendar year. Accordingly, effective as of January 1, 2020, the shares reserved under this plan were increased by 27,000 shares. An aggregate of 279,101 shares of common stock were reserved for issuance under this plan as March 31, 2020. 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, 2019 202,537 $ 80.13 4.52 $ 987,064 Exercisable January 1, 2019 185,837 $ 82.13 4.10 $ 967,064 Canceled (291 ) Granted - Exercised - Forfeited - Outstanding December 31, 2019 202,246 $ 80.14 3.52 $ - Exercisable December 31, 2019 192,108 $ 81.32 3.26 $ - Canceled - Granted - Exercised - Forfeited - Outstanding March 31, 2020 202,246 $ 80.14 3.27 $ - Exercisable March 31, 2020 193,513 $ 81.16 3.05 $ - 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 March 31, 2020, based on a valuation of the Company’s stock for that day. A summary of the Company’s non-vested options for the three-months ended March 31, 2020 and year ended December 31, 2019, are presented below: Non-vested at January 1, 2019 16,700 Granted - Vested (6,271 ) Canceled (291 ) Non-vested at December 31, 2019 10,138 Granted - Vested (1,405 ) Canceled - Non-vested at March 31, 2020 8,733 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: Three-months ended March 31, 2020 Year ended December 31, 2019 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 based compensation The Company recognized stock-based compensation expense related to options during the: Three-months ended March 31 2020 2019 Amount Amount Service provider compensation $ 44,375 $ 44,375 Employee compensation 39,688 42,125 Total $ 84,063 $ 86,500 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2020 | |
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, 2019 590,340 $ 40.65 2.32 $ 7,846,743 Exercisable January 1, 2019 590,340 $ 40.65 2.32 $ 7,846,743 Canceled - Granted 20,985 Exercised - Expired (94,577 ) Outstanding December 31, 2019 516,748 $ 24.60 1.86 $ - Exercisable December 31, 2019 516,748 $ 24.60 1.86 $ - Canceled - Granted 13,356 Exercised - Expired (83,068 ) Outstanding March 31, 2020 447,036 $ 23.81 2.15 $ - Exercisable March 31, 2020 447,036 $ 23.81 2.15 $ - The Company estimates the fair value of warrants granted on each grant date using the Black-Scholes option valuation model. The expected 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. Due to a lack of historical information needed to estimate the Company’s expected term, it is estimated using the simplified method allowed. Convertible note warrants During the three-months ended March 31, 2020, warrants to purchase 600 shares of common stock at $7.50 to $10.00 per share were issued in connection with the issuance of convertible notes. During the year ended December 31, 2019, warrants to purchase 16,900 shares of common stock at $14 to $40 per share were issued in connection with the issuance of convertible notes. These warrants were immediately vested and expire in five years. The value of the warrants was recorded as a discount on the convertible notes in the aggregate amount of $69,498 and $125,545 during the three-months ended March 31, 2020 and the year ended December 31, 2019, respectively. Director warrant grants During the three-months ended March 31, 2020, the Company granted its independent directors warrants to purchase an aggregate of 12,756 shares of common stock at $6.00 per share. These warrants were immediately vested and expire in ten years. During the three-months ended March 31, 2020, the Company recognized stock-based compensation expense related to these warrants in the aggregate amount of $75,000. During the year ended December 31, 2019, the Company did not recognize any stock-based compensation expense related to warrants. Warrant expiration During the three-months ended March 31, 2020, warrants to purchase an aggregate of 83,068 shares of common stock expired. During the year ended December 31, 2019, warrants to purchase an aggregate of 94,577 shares of common stock expired. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
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-months ended March 31, 2020 and 2019, 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 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 March 31, 2020 and December 31, 2019, 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 | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,002,868 ) 700,879 $ (1.43 ) Effect of dilutive securities—Common stock options, warrants, and convertible notes - - - Diluted loss per share $ (1,002,868 ) 700,879 $ (1.43 ) Three-months ended March 31, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,135,420 ) 670,260 $ (1.69 ) Effect of dilutive securities—Common stock options, warrants, and convertible notes - - - Diluted loss per share $ (1,135,420 ) 670,260 $ (1.69 ) 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: March 31, 2020 March 31, 2019 (Unaudited) (Unaudited) Commons stock underlying convertible notes 443,410 - Common stock underlying options 202,246 202,537 Common stock underlying warrants 447,036 499,041 Total common stock equivalents 1,092,692 701,578 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
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 $9,100 for the three-months ended March 31, 2020 and 2019, 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. The Company terminated one lease in August of 2019, which reduced the monthly payments to $1,002. Total lease expense under this agreement was $3,754 and $5,959 for the three-months ended March 31, 2020 and 2019, respectively. Right-to-use leased asset and liability The Company recognized a right-to-use leased asset and liability for the fleet leases. The balance of this right-to-use asset and liability was $9,606 and $30,813 as of March 31, 2020 and 2019, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
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. Impact of COVID-19 The COVID-19 pandemic is a worldwide health crisis that is adversely affecting the economies and financial markets of many countries and may have short-term and long-term adverse effects on the Company’s business, financial condition, and results of operations that cannot be predicted as the global pandemic continues to evolve. The Company’s sales, receivables, and access to financing, have been adversely affected during the pandemic. As a result of the COVID-19 pandemic, the CARES Act was signed into law, part of which provided for the Paycheck Protection Program (“PPP”) under the U.S. Small Business Administration. On April 22, 2020, the Company received a PPP loan for $211,300. Under the terms of the program, up to 100% of the loan amount may be forgiven if certain terms and conditions are met. The unforgiven amount, if any, matures in April 2022 and accrues interest at 1% per annum with principal and interest payments starting in November 2020. Management expects that a portion if not all of this loan will be forgiven. Convertible Promissory Notes On May 14, 2020, the Company issued a convertible note payable in the amount $500,000, with an original issue discount of $40,000 in exchange for $460,000. This note accrues interest at 10% per annum and matures on May 14, 2021. This note and accrued interest may convert into shares of common stock at the conversion price then in effect (initially $9.75 per share, subject to adjustment) any time at the holder’s option. 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. 10,000 shares of common stock were issued as a commitment fee in connection with the purchase of this note. On May 14, 2020, the Company fully repaid a convertible note dated March 16, 2020 in the principal amount of $250,000 together with accrued and unpaid interest thereon. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and 2019. 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 condensed consolidated financial statements should be read in conjunction with the audited 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, 2019, filed with the SEC on March 30, 2020. |
Revenue from Contracts with Customers | Revenue from contracts with customers 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 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 three-months ended: March 31, 2020 March 31, 2019 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 142,813 $ 164,972 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. |
Notes Payable | Notes payable The Company issued various notes payable to related and non-related parties. These notes payable included original issue discounts, detachable warrants, conversion features, beneficial conversion features, and debt issuance costs. ● Original issue discounts. Interest and Imputation of Interest ● Detachable warrants. Debt ● Conversion features Derivatives and Hedging; Embedded Derivatives ● Beneficial conversion features. Debt ● Debt issuance costs. Debt |
Stock Issuance Costs | Stock issuance costs Stock issuance costs related to financing are accounted for as a reduction in stock proceeds in accordance with ASC No. 340-10, Other Assets and Deferred Costs |
Other Significant Accounting Policies | Other significant accounting policies There have been no other material changes to our significant accounting policies during the three-months ended March 31, 2020, as compared to the significant accounting policies described in our Annual Report. |
Recently Adopted Accounting Pronouncements | Recently adopted accounting pronouncements In November 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) |
Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements In December 2019, the FASB Issued ASU No. 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes The Company does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the condensed consolidated financial statements. |
Reclassifications | Reclassifications The Company has made certain reclassifications to conform its prior periods’ data to the current presentation. 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) | 3 Months Ended |
Mar. 31, 2020 | |
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 three-months ended: March 31, 2020 March 31, 2019 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 142,813 $ 164,972 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following as of: March 31, 2020 December 31, 2019 Raw materials $ 763,800 $ 763,800 Finished Goods 352,760 414,031 Total inventories $ 1,116,560 $ 1,177,831 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net, consists of the following as of: March 31, 2020 December 31, 2019 Patents $ 614,003 $ 614,003 Less accumulated amortization (340,814 ) (332,081 ) 273,189 281,922 Patents pending 147,723 138,451 Total intangible assets, net $ 420,912 $ 420,373 |
Related Party Notes Payable (Ta
Related Party Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Notes Payable | Notes payable consisted of the following as of: March 31, 2020 December 31, 2019 (Unaudited) Inventory financing. $ 1,000,000 $ 1,000,000 Officer loan. 75,000 75,000 Promissory note. 500,000 500,000 Total notes payable 1,575,000 1,575,000 Less current portion (575,000 ) (575,000 ) Long term notes payable $ 1,000,000 $ 1,000,000 |
Schedule of Related Party Future Maturities of Notes Payable | Future maturities of notes payable are as follows as of March 31: 2020 $ 575,000 2021 - 2022 1,000,000 $ 1,575,000 |
Related Party Convertible Not_2
Related Party Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Convertible Notes Payable | Related party convertible notes payable consisted of the following as of: March 31, 2020 December 31, 2019 (Unaudited) Convertible note 2019-02. $ 815,217 $ 815,217 Convertible note 2019-07. 217,391 217,391 Officer convertible note. 100,000 100,000 Total notes payable 1,132,608 1,132,608 Less original issue discounts (82,608 ) (82,608 ) Related party convertible notes payable, net 1,050,000 1,050,000 Less discounts for conversion rights, beneficial conversion features, and detachable warrants (297,360 ) (693,316 ) Plus amortization of discounts 148,580 295,037 Total convertible notes payable, net $ 901,220 $ 651,721 |
Schedule of Related Party Future Maturities of Convertible Notes Payable | Future maturities of notes payable are as follows as of March 31: 2020 $ 1,132,608 $ 1,132,608 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | NOTE 8 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following as of: March 31, 2020 (Unaudited) December 31, 2019 Convertible note 2019-01. $ - $ 150,000 Convertible note 2019-03. 108,696 108,696 March 31, 2020 December 31, 2019 (Unaudited) Convertible note 2019-04. 54,348 54,348 Convertible note 2019-05. 27,174 27,174 Convertible note 2019-06. 27,174 27,174 Convertible note 2019-08. 108,696 108,696 Convertible note 2019-09. 27,174 27,174 Convertible note 2019-10. 16,304 16,304 Convertible note 2020-01. 10,870 - Convertible note 2020-02. 262,500 - Convertible note 2020-03. 52,631 - Convertible note 2020-04. 250,000 - Convertible note 2020-05. 250,000 - Total notes payable 1,195,567 519,566 Less original issue discounts (85,567 ) (29,566 ) Convertible notes payable, net 1,110,000 490,000 Less discounts for conversion rights, beneficial conversion features, debt issuance costs, and detachable warrants (830,397 ) (253,675 ) Plus amortization of discounts 150,943 121,964 Total convertible notes payable, net $ 430,546 $ 358,289 |
Schedule of Future Maturities of Convertible Notes Payable | Future maturities of notes payable are as follows as of March 31: 2020 $ 1,195,567 $ 1,195,167 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 three-months ended March 31, 2020, were as follows: Dividend yield 0.0% Risk-free rate 0.17% - 1.43% Volatility 183% - 190% 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 March 31, 2020 $ - $ - $ 619,508 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2019 202,537 $ 80.13 4.52 $ 987,064 Exercisable January 1, 2019 185,837 $ 82.13 4.10 $ 967,064 Canceled (291 ) Granted - Exercised - Forfeited - Outstanding December 31, 2019 202,246 $ 80.14 3.52 $ - Exercisable December 31, 2019 192,108 $ 81.32 3.26 $ - Canceled - Granted - Exercised - Forfeited - Outstanding March 31, 2020 202,246 $ 80.14 3.27 $ - Exercisable March 31, 2020 193,513 $ 81.16 3.05 $ - |
Schedule of Non-vested Shares Granted Under Stock Option Plan | A summary of the Company’s non-vested options for the three-months ended March 31, 2020 and year ended December 31, 2019, are presented below: Non-vested at January 1, 2019 16,700 Granted - Vested (6,271 ) Canceled (291 ) Non-vested at December 31, 2019 10,138 Granted - Vested (1,405 ) Canceled - Non-vested at March 31, 2020 8,733 |
Schedule of Fair Value Assumptions | The range of fair value assumptions related to options issued were as follows for the: Three-months ended March 31, 2020 Year ended December 31, 2019 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: Three-months ended March 31 2020 2019 Amount Amount Service provider compensation $ 44,375 $ 44,375 Employee compensation 39,688 42,125 Total $ 84,063 $ 86,500 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2019 590,340 $ 40.65 2.32 $ 7,846,743 Exercisable January 1, 2019 590,340 $ 40.65 2.32 $ 7,846,743 Canceled - Granted 20,985 Exercised - Expired (94,577 ) Outstanding December 31, 2019 516,748 $ 24.60 1.86 $ - Exercisable December 31, 2019 516,748 $ 24.60 1.86 $ - Canceled - Granted 13,356 Exercised - Expired (83,068 ) Outstanding March 31, 2020 447,036 $ 23.81 2.15 $ - Exercisable March 31, 2020 447,036 $ 23.81 2.15 $ - |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,002,868 ) 700,879 $ (1.43 ) Effect of dilutive securities—Common stock options, warrants, and convertible notes - - - Diluted loss per share $ (1,002,868 ) 700,879 $ (1.43 ) Three-months ended March 31, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,135,420 ) 670,260 $ (1.69 ) Effect of dilutive securities—Common stock options, warrants, and convertible notes - - - Diluted loss per share $ (1,135,420 ) 670,260 $ (1.69 ) |
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: March 31, 2020 March 31, 2019 (Unaudited) (Unaudited) Commons stock underlying convertible notes 443,410 - Common stock underlying options 202,246 202,537 Common stock underlying warrants 447,036 499,041 Total common stock equivalents 1,092,692 701,578 |
Company Background (Details Nar
Company Background (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Net losses | $ (1,002,868) | $ (1,135,420) | |
Accumulated deficit | (68,039,223) | $ (67,036,355) | |
Proceeds from issuance of debt securities | $ 770,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
Payment of stock issuance costs | $ 157,811 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Revenues Disaggregated by Revenue Source and Geographical Location (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total revenue | $ 142,813 | $ 164,972 |
United States [Member] | ||
Total revenue | $ 142,813 | $ 164,972 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 763,800 | $ 763,800 |
Inventory, finished goods | $ 352,760 | $ 414,031 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 763,800 | $ 763,800 |
Finished goods | 352,760 | 414,031 |
Total inventories | $ 1,116,560 | $ 1,177,831 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) | 3 Months Ended | |
Mar. 31, 2020USD ($)PatentApplicationsVehicle | Mar. 31, 2019USD ($) | |
Patent, amortization period | 15 years | |
Amortization expense | $ | $ 8,733 | $ 11,262 |
Patents, units | PatentApplications | 29 | |
Patents expiration date | Patents will expire between 2023 and 2028 | |
Number of patent application pending | Vehicle | 4 | |
Number of patent application pending, description | The Company also has four patents pending to extend patent coverage in the U.S. and outside the U.S. to 2039-2041. | |
United States [Member] | ||
Patents, units | PatentApplications | 14 | |
Outside the U.S. [Member] | ||
Patents, units | Vehicle | 15 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 614,003 | $ 614,003 |
Less accumulated amortization | (340,814) | (332,081) |
Patents, Total | 273,189 | 281,922 |
Patents pending | 147,723 | 138,451 |
Total intangible assets, net | $ 420,912 | $ 420,373 |
Accrued Separation Costs (Detai
Accrued Separation Costs (Details Narrative) - Separation Agreement [Member] - USD ($) | Mar. 31, 2020 | Aug. 09, 2016 |
Accrued compensation expenses | $ 90,385 | $ 118,635 |
Due Within One-Year [Member] | ||
Accrued compensation expenses | $ 9,750 |
Related Party Notes Payable (De
Related Party Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Interest charges | $ 45,593 | $ 19,973 |
Notes Payable [Member] | ||
Accrued and payable | $ 63,143 | $ 10,192 |
Related Party Notes Payable - S
Related Party Notes Payable - Schedule of Related Party Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total notes payable | $ 1,575,000 | $ 1,575,000 |
Less current portion | (575,000) | (575,000) |
Long term notes payable | 1,000,000 | 1,000,000 |
Inventory Financing [Member] | ||
Total notes payable | 1,000,000 | 1,000,000 |
Officer Loan [Member] | ||
Total notes payable | 75,000 | 75,000 |
Promissory Note [Member] | ||
Total notes payable | $ 500,000 | $ 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. This note accrues interest at the rate of 4.5% per annum and is unsecured. | |||
Officer Loan [Member] | Chief Executive Officer [Member] | ||||
Loan borrowed | $ 75,000 | |||
Debt instrument, interest rate | 4.50% | |||
Promissory Note [Member] | ||||
Loan borrowed | $ 100,000 | |||
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. | |||
Debt instrument, interest rate | 12.00% | |||
Note payable | $ 400,000 | |||
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 ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total | $ 1,050,000 | $ 1,050,000 |
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 Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 29, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Original issue discount | $ 82,608 | $ 82,608 | ||
Gain on convertible notes | $ 95,888 | |||
Interest charges incurred | 45,593 | $ 19,973 | ||
Related Party Convertible Note Payable [Member] | ||||
Original issue discount | 379,968 | |||
Interest expense | 112,446 | |||
Accumulated amortization | 148,580 | |||
Gain on convertible notes | $ 258,903 | |||
Interest charges incurred | 24,020 | |||
Interest accrued and payable | $ 8,183 |
Related Party Convertible Not_4
Related Party Convertible Notes Payable - Schedule of Related Party Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Oct. 16, 2019 | Jul. 19, 2019 |
Total notes payable | $ 1,132,608 | $ 1,132,608 | ||
Less original issue discounts | (82,608) | (82,608) | ||
Total | 1,050,000 | 1,050,000 | ||
Less discounts for conversion rights, beneficial conversion features, and detachable warrants | (297,360) | (693,316) | ||
Plus amortization of discounts | 148,580 | 295,037 | ||
Total convertible notes payable, net | 901,220 | 651,721 | ||
Convertible Note 2019 - 02 [Member] | ||||
Total notes payable | 815,217 | 815,217 | ||
Less original issue discounts | $ (65,217) | |||
Convertible Note 2019 - 07 [Member] | ||||
Total notes payable | 217,391 | 217,391 | ||
Less original issue discounts | $ (17,391) | |||
Officer Convertible Note [Member] | ||||
Total notes payable | $ 100,000 | $ 100,000 |
Related Party Convertible Not_5
Related Party Convertible Notes Payable - Schedule of Related Party Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Nov. 15, 2019 | Nov. 08, 2019 | Oct. 16, 2019 | Jul. 19, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Original issue discount | $ 82,608 | $ 82,608 | ||||
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 | $ 24 | $ 4.27 | $ 14 | |||
Debt instrument, discount offering price percentage | 25.00% | |||||
Adjusted exercise price per share | $ 4.27 | $ 14 | ||||
Convertible Note 2019 - 02 [Member] | Detachable Warrant [Member] | ||||||
Warrants to purchase common stock | 7,500 | |||||
Warrants price per share | $ 24 | |||||
Additional discount on convertible note | $ 234,300 | $ 582,533 | ||||
Convertible Note 2019 - 02 [Member] | Minimum [Member] | ||||||
Convertible notes payable issued | $ 5,000,000 | |||||
Convertible Note 2019 - 07 [Member] | ||||||
Convertible notes payable issued | $ 217,391 | |||||
Original issue discount | 17,391 | |||||
Exchange of convertible notes payable | $ 200,000 | |||||
Debt instrument, interest rate | 8.00% | |||||
Debt instrument, maturity date | Jun. 30, 2020 | |||||
Debt instrument, conversion price | $ 24 | $ 4.27 | $ 14 | |||
Debt instrument, discount offering price percentage | 25.00% | |||||
Adjusted exercise price per share | $ 4.27 | $ 14 | ||||
Additional discount on convertible note | $ 63,060 | $ 110,783 | ||||
Convertible Note 2019 - 07 [Member] | Detachable Warrant [Member] | ||||||
Warrants to purchase common stock | 2,000 | |||||
Warrants price per share | $ 24 | |||||
Convertible Note 2019 - 07 [Member] | Minimum [Member] | ||||||
Convertible notes payable issued | $ 5,000,000 | |||||
Officer Convertible Note [Member] | ||||||
Convertible notes payable issued | $ 100,000 | |||||
Debt instrument, interest rate | 14.00% | |||||
Debt instrument, maturity date | Jun. 30, 2020 | |||||
Debt instrument, conversion price | $ 20 |
Related Party Convertible Not_6
Related Party Convertible Notes Payable - Schedule of Related Party Future Maturities of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total | $ 1,050,000 | $ 1,050,000 |
Related Party Convertible Note [Member] | ||
2020 | 1,132,608 | |
Total | $ 1,132,608 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 29, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Original issue discount | $ 297,656 | ||
Gain on convertible notes | $ 95,888 | ||
Interest charges incurred | 45,593 | $ 19,973 | |
Convertible Note [Member] | |||
Original issue discount | 915,964 | ||
Interest expense | 185,210 | ||
Accumulated amortization | 150,943 | ||
Interest charges incurred | 39,426 | ||
Interest accrued and payable | $ 31,370 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total notes payable | $ 1,132,608 | $ 1,132,608 |
Plus amortization of discounts | 148,580 | 295,037 |
Convertible Note 2019 - 01 [Member] | ||
Total notes payable | 150,000 | |
Convertible Note 2019 - 03 [Member] | ||
Total notes payable | 108,696 | 108,696 |
Convertible Note 2019 - 04 [Member] | ||
Total notes payable | 54,348 | 54,348 |
Convertible Note 2019 - 05 [Member] | ||
Total notes payable | 27,174 | 27,174 |
Convertible Note 2019 - 06 [Member] | ||
Total notes payable | 27,174 | 27,174 |
Convertible Note 2019 - 08 [Member] | ||
Total notes payable | 108,696 | 108,696 |
Convertible Note 2019 - 09 [Member] | ||
Total notes payable | 27,174 | 27,174 |
Convertible Note 2019 - 10 [Member] | ||
Total notes payable | 16,304 | 16,304 |
Convertible Note 2020 - 01 [Member] | ||
Total notes payable | 10,870 | |
Convertible Note 2020 - 02 [Member] | ||
Total notes payable | 262,500 | |
Convertible Note 2020 - 03 [Member] | ||
Total notes payable | 52,631 | |
Convertible Note 2020 - 04 [Member] | ||
Total notes payable | 250,000 | |
Convertible Note 2020 - 05 [Member] | ||
Total notes payable | 250,000 | |
Convertible Note [Member] | ||
Total notes payable | 1,195,567 | 519,566 |
Less original issue discounts | (85,567) | (29,566) |
Convertible notes payable, net | 1,110,000 | 490,000 |
Less discounts for conversion rights, beneficial conversion features, debt issuance costs, and detachable warrants | (830,397) | (253,675) |
Plus amortization of discounts | 150,943 | 121,964 |
Total convertible notes payable, net | $ 430,546 | 358,289 |
Convertible Note 2020 - 01 [Member] | ||
Total notes payable |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Mar. 16, 2020 | Feb. 25, 2020 | Jan. 21, 2020 | Jan. 06, 2020 | Nov. 08, 2019 | Oct. 29, 2019 | Oct. 23, 2019 | Oct. 10, 2019 | Oct. 03, 2019 | Sep. 25, 2019 | Sep. 04, 2019 | Apr. 18, 2019 | Apr. 18, 2019 | Mar. 31, 2020 | Mar. 17, 2020 | Feb. 21, 2020 | Dec. 31, 2019 |
Original issue discount | $ 82,608 | $ 82,608 | |||||||||||||||
Convertible Note 2019 - 01 [Member] | |||||||||||||||||
Convertible notes payable issued | $ 150,000 | $ 150,000 | |||||||||||||||
Debt instrument, interest rate | 10.00% | 10.00% | |||||||||||||||
Debt instrument, maturity date | Dec. 31, 2019 | ||||||||||||||||
Debt instrument maturity date, description | Originally matured on December 31, 2019, which was subsequently extended to March 31, 2020. | ||||||||||||||||
Debt instrument, conversion price | $ 24 | $ 24 | |||||||||||||||
Adjusted exercise price per share | $ 4.27 | $ 14 | |||||||||||||||
Additional discount on convertible note | $ 0 | $ 199,012 | |||||||||||||||
Convertible Note 2019 - 01 [Member] | Detachable Warrant [Member] | |||||||||||||||||
Warrants to purchase common stock | 2,500 | 2,500 | |||||||||||||||
Warrants price per share | $ 40 | $ 40 | |||||||||||||||
Note repaid term | Mar. 17, 2020 | ||||||||||||||||
Convertible Note 2019 - 03 [Member] | |||||||||||||||||
Convertible notes payable issued | $ 108,696 | ||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||||||||||||
Debt instrument, conversion price | $ 24 | ||||||||||||||||
Original issue discount | $ 8,696 | ||||||||||||||||
Exchange of convertible notes payable | $ 100,000 | ||||||||||||||||
Debt instrument, amortized period | 36 months | ||||||||||||||||
Convertible Note 2019 - 03 [Member] | Detachable Warrant [Member] | |||||||||||||||||
Warrants to purchase common stock | 1,000 | ||||||||||||||||
Warrants price per share | $ 24 | ||||||||||||||||
Additional discount on convertible note | $ 18,326 | ||||||||||||||||
Convertible Note 2019 - 04 [Member] | |||||||||||||||||
Convertible notes payable issued | $ 54,348 | ||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||||||||||||
Debt instrument, conversion price | $ 24 | ||||||||||||||||
Original issue discount | $ 4,348 | ||||||||||||||||
Exchange of convertible notes payable | $ 50,000 | ||||||||||||||||
Debt instrument, amortized period | 36 months | ||||||||||||||||
Convertible Note 2019 - 04 [Member] | Detachable Warrant [Member] | |||||||||||||||||
Warrants to purchase common stock | 500 | ||||||||||||||||
Warrants price per share | $ 24 | ||||||||||||||||
Additional discount on convertible note | $ 4,190 | ||||||||||||||||
Convertible Note 2019 - 05 [Member] | |||||||||||||||||
Convertible notes payable issued | $ 27,174 | ||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||||||||||||
Debt instrument, conversion price | $ 24 | ||||||||||||||||
Original issue discount | $ 2,174 | ||||||||||||||||
Exchange of convertible notes payable | $ 25,000 | ||||||||||||||||
Debt instrument, amortized period | 36 months | ||||||||||||||||
Convertible Note 2019 - 05 [Member] | Detachable Warrant [Member] | |||||||||||||||||
Warrants to purchase common stock | 250 | ||||||||||||||||
Warrants price per share | $ 24 | ||||||||||||||||
Additional discount on convertible note | $ 2,705 | ||||||||||||||||
Convertible Note 2019 - 06 [Member] | |||||||||||||||||
Convertible notes payable issued | $ 27,174 | ||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||||||||||||
Debt instrument, conversion price | $ 24 | ||||||||||||||||
Original issue discount | $ 2,174 | ||||||||||||||||
Exchange of convertible notes payable | $ 25,000 | ||||||||||||||||
Debt instrument, amortized period | 36 months | ||||||||||||||||
Convertible Note 2019 - 06 [Member] | Detachable Warrant [Member] | |||||||||||||||||
Warrants to purchase common stock | 250 | ||||||||||||||||
Warrants price per share | $ 24 | ||||||||||||||||
Additional discount on convertible note | $ 2,505 | ||||||||||||||||
Convertible Note 2019 - 08 [Member] | |||||||||||||||||
Convertible notes payable issued | $ 108,696 | ||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||||||||||||
Debt instrument, conversion price | $ 24 | ||||||||||||||||
Original issue discount | $ 8,696 | ||||||||||||||||
Exchange of convertible notes payable | $ 100,000 | ||||||||||||||||
Debt instrument, amortized period | 36 months | ||||||||||||||||
Convertible Note 2019 - 08 [Member] | Detachable Warrant [Member] | |||||||||||||||||
Additional discount on convertible note | $ 21,363 | ||||||||||||||||
Convertible Note 2019 - 08 [Member] | Detachable Warrant One [Member] | |||||||||||||||||
Warrants to purchase common stock | 1,250 | ||||||||||||||||
Warrants price per share | $ 30 | ||||||||||||||||
Convertible Note 2019 - 08 [Member] | Detachable Warrant Two [Member] | |||||||||||||||||
Warrants to purchase common stock | 1,250 | ||||||||||||||||
Warrants price per share | $ 40 | ||||||||||||||||
Convertible Note 2019 - 09 [Member] | |||||||||||||||||
Convertible notes payable issued | $ 27,174 | ||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||||||||||||
Debt instrument, conversion price | $ 24 | ||||||||||||||||
Original issue discount | $ 2,174 | ||||||||||||||||
Exchange of convertible notes payable | $ 25,000 | ||||||||||||||||
Debt instrument, amortized period | 36 months | ||||||||||||||||
Convertible Note 2019 - 09 [Member] | Detachable Warrant [Member] | |||||||||||||||||
Warrants to purchase common stock | 250 | ||||||||||||||||
Warrants price per share | $ 24 | ||||||||||||||||
Additional discount on convertible note | $ 2,295 | ||||||||||||||||
Convertible Note 2019 - 10 [Member] | |||||||||||||||||
Convertible notes payable issued | $ 16,304 | ||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||||||||||||
Debt instrument, conversion price | $ 14 | ||||||||||||||||
Original issue discount | $ 1,304 | ||||||||||||||||
Exchange of convertible notes payable | $ 15,000 | ||||||||||||||||
Debt instrument, amortized period | 36 months | ||||||||||||||||
Convertible Note 2019 - 10 [Member] | Detachable Warrant [Member] | |||||||||||||||||
Warrants to purchase common stock | 150 | ||||||||||||||||
Warrants price per share | $ 14 | ||||||||||||||||
Additional discount on convertible note | $ 3,279 | ||||||||||||||||
Convertible Note 2020 - 01 [Member] | |||||||||||||||||
Convertible notes payable issued | $ 10,870 | ||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||||||||||||
Debt instrument, conversion price | $ 10 | ||||||||||||||||
Original issue discount | $ 870 | ||||||||||||||||
Exchange of convertible notes payable | $ 10,000 | ||||||||||||||||
Debt instrument, amortized period | 36 months | ||||||||||||||||
Convertible Note 2020 - 01 [Member] | Detachable Warrant [Member] | |||||||||||||||||
Warrants to purchase common stock | 100 | ||||||||||||||||
Warrants price per share | $ 10 | ||||||||||||||||
Additional discount on convertible note | $ 793 | ||||||||||||||||
Convertible Note 2020 - 02 [Member] | |||||||||||||||||
Convertible notes payable issued | $ 262,500 | ||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||||||||||||
Debt instrument, conversion price | $ 4.27 | ||||||||||||||||
Original issue discount | $ 12,500 | ||||||||||||||||
Exchange of convertible notes payable | $ 250,000 | ||||||||||||||||
Common stock issued as commitment fee | 5,855 | ||||||||||||||||
Convertible Note 2020 - 02 [Member] | Detachable Warrant [Member] | |||||||||||||||||
Additional discount on convertible note | $ 85,247 | ||||||||||||||||
Convertible Note 2020 - 03 [Member] | |||||||||||||||||
Convertible notes payable issued | $ 52,631 | ||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||||||||||||
Debt instrument, conversion price | $ 7.50 | ||||||||||||||||
Original issue discount | $ 2,632 | ||||||||||||||||
Exchange of convertible notes payable | $ 50,000 | ||||||||||||||||
Debt instrument, amortized period | 36 months | ||||||||||||||||
Qualifing financing amount | $ 5,000,000 | ||||||||||||||||
Debt instrument, conversion percentage | 25.00% | ||||||||||||||||
Convertible Note 2020 - 03 [Member] | Detachable Warrant [Member] | |||||||||||||||||
Warrants to purchase common stock | 500 | ||||||||||||||||
Warrants price per share | $ 7.50 | ||||||||||||||||
Additional discount on convertible note | $ 1,985 | ||||||||||||||||
Convertible Note 2020 - 04 [Member] | |||||||||||||||||
Convertible notes payable issued | $ 250,000 | ||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||
Debt instrument, maturity date | Sep. 16, 2020 | ||||||||||||||||
Debt instrument, conversion price | $ 4.50 | ||||||||||||||||
Original issue discount | $ 20,000 | ||||||||||||||||
Exchange of convertible notes payable | $ 230,000 | ||||||||||||||||
Common stock issued as commitment fee | 5,000 | ||||||||||||||||
Debt issuance cost | $ 27,777 | ||||||||||||||||
Legal expenses | $ 5,000 | ||||||||||||||||
Debt instrument, description | fully repaid within 6 months of issuance | ||||||||||||||||
Convertible Note 2020 - 04 [Member] | Detachable Warrant [Member] | |||||||||||||||||
Additional discount on convertible note | $ 343,854 | ||||||||||||||||
Convertible Note 2020 - 05 [Member] | |||||||||||||||||
Convertible notes payable issued | $ 250,000 | ||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||
Debt instrument, maturity date | Sep. 16, 2020 | ||||||||||||||||
Debt instrument, conversion price | $ 4.50 | ||||||||||||||||
Original issue discount | $ 20,000 | ||||||||||||||||
Exchange of convertible notes payable | $ 230,000 | ||||||||||||||||
Common stock issued as commitment fee | 5,000 | ||||||||||||||||
Legal expenses | $ 5,000 | ||||||||||||||||
Debt instrument, description | fully repaid within 6 months of issuance | ||||||||||||||||
Number of common stock shares issued | 27,777 | ||||||||||||||||
Convertible Note 2020 - 05 [Member] | Detachable Warrant [Member] | |||||||||||||||||
Additional discount on convertible note | $ 343,854 |
Convertible Notes Payable - S_3
Convertible Notes Payable - Schedule of Future Maturities of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total | $ 1,050,000 | $ 1,050,000 |
Convertible Note [Member] | ||
2020 | 1,195,567 | |
Total | $ 1,195,167 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative liabilities | $ 619,508 | |
Loss on fair value of derivative liabilities | (3,667) | |
Convertible Notes [Member] | ||
Derivative liabilities | $ 78,200 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Fair Value Assumptions Related to Option Issued (Details) | 3 Months Ended |
Mar. 31, 2020USD ($)Vehicle | |
Derivative liabilities | $ | $ 619,508 |
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 | $ | $ 619,508 |
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 | 0.17 |
Convertible Note [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative liabilities, measurement input | 1.43 |
Convertible Note [Member] | Volatility [Member] | Minimum [Member] | |
Derivative liabilities, measurement input | 183 |
Convertible Note [Member] | Volatility [Member] | Maximum [Member] | |
Derivative liabilities, measurement input | 190 |
Convertible Note [Member] | Expected Term [Member] | |
Derivative liabilities, expected term | 1 year |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jan. 15, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Reverse stock split | 200-for-1 reverse stock split | |||
Sold securities in a self-directed offering, aggregate amount | $ 45,000 | |||
Common stock, shares outstanding | 762,098 | 687,564 | ||
Self-Directed Stock Issuance [Member] | Existing Stockholders [Member] | ||||
Sold securities in a self-directed offering, aggregate amount | $ 245,000 | |||
Issuance of stock per share | $ 60 | |||
Sale of stock, description of transaction | Each $60 unit consisted of 2 shares of restricted common stock (8,169 shares) and a five-year warrant to purchase 1 share of restricted common stock (4,085 warrant shares) at $40 per share. | |||
Number of restricted common stock | 8,169 | |||
Warrants to purchase of common stock shares | 4,085 | |||
Warrants term | 5 years | |||
Self-Directed Stock Issuance [Member] | Existing Stockholders [Member] | Restricted Common Stock [Member] | ||||
Issuance of stock per share | $ 60 |
Stock Grants (Details Narrative
Stock Grants (Details Narrative) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Number of shares granted during period | |||||||
Stock-based compensation expense | $ 84,063 | $ 86,500 | |||||
Restricted Common Stock [Member] | Directors [Member] | |||||||
Number of shares granted during period | 3,125 | 2,303 | |||||
Stock-based compensation expense | $ 18,750 | $ 87,500 | |||||
Restricted Common Stock [Member] | Consultants [Member] | |||||||
Number of shares granted during period | 187 | 188 | 187 | 188 | |||
Stock-based compensation expense | $ 0 | $ 6,375 | |||||
Share price | $ 17.80 | $ 25 | $ 34 | $ 12 | $ 34 | $ 12 |
Stock Option Plans (Details Nar
Stock Option Plans (Details Narrative) - shares | Dec. 04, 2018 | Feb. 07, 2014 | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2020 | Apr. 16, 2015 |
Options default term | 3 years 3 months 4 days | 4 years 1 month 6 days | ||||
2014 Equity Compensation Plan [Member] | ||||||
Number of reserved for future issuance | 152,101 | 279,101 | ||||
Number of reserved shares increased | 27,000 | |||||
2014 Equity Compensation Plan [Member] | Majority Stockholders [Member] | ||||||
Number of reserved for future issuance | 75,000 | |||||
2014 Equity Compensation Plan [Member] | Stockholders [Member] | ||||||
Number of reserved for future issuance | 25,000 | |||||
Reserved shares description | On December 4, 2018, the stockholders of the Company approved an increase in the shares reserved under this plan by an additional 25,000 shares and authorized the annual increase of the shares reserved under this plan on January 1st of each year, at the discretion of the Board of Directors, by up to such number of shares that is equal to four percent (4%) of the shares of common stock issued and outstanding as of December 31st of the previous calendar year. | |||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | ||||||
Options default term | 10 years | |||||
Option vested 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 ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Options Outstanding, Beginning balance | 202,246 | 202,537 |
Options Exercisable, Beginning balance | 192,108 | 185,837 |
Options, Canceled | (291) | |
Options, Granted | ||
Options, Exercised | ||
Options, Forfeited | ||
Options Outstanding, Ending balance | 202,246 | 202,246 |
Options Exercisable, Ending balance | 193,513 | 192,108 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 80.14 | $ 80.13 |
Weighted Average Exercise Price, Exercisable, Beginning balance | 81.32 | 82.13 |
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 | 80.14 | 80.14 |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 81.32 | $ 81.32 |
Weighted Average Remaining Contractual Term in Years, Outstanding Beginning | 3 years 6 months 7 days | 4 years 6 months 7 days |
Weighted Average Remaining Contractual Term in Years, Exercisable, Beginning | 3 years 3 months 4 days | 4 years 1 month 6 days |
Weighted Average Remaining Contractual Term in Years, Outstanding Ending | 3 years 3 months 8 days | 3 years 6 months 7 days |
Weighted Average Remaining Contractual Term in Years, Exercisable, Ending | 3 years 18 days | 3 years 3 months 4 days |
Aggregate Intrinsic Value, Outstanding Beginning balance | $ 987,064 | |
Aggregate Intrinsic Value, Exercisable Beginning balance | 967,064 | |
Aggregate Intrinsic Value, Outstanding Ending balance | ||
Aggregate Intrinsic Value, Exercisable Ending balance |
Stock Option Plans - Schedule_2
Stock Option Plans - Schedule of Non-vested Shares Granted Under Stock Option Plan (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Non-vested, Options Outstanding, Beginning balance | 10,138 | 16,700 |
Non-vested, Options Granted | ||
Non-vested, Options Vested | (1,425) | (6,271) |
Non-vested, Options Canceled | (291) | |
Non-vested, Options Outstanding, Ending balance | 8,733 | 10,138 |
Stock Option Plans - Schedule_3
Stock Option Plans - Schedule of Fair Value Assumptions (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
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 ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Service provider compensation | $ 44,375 | $ 44,375 |
Employee compensation | 39,688 | 42,125 |
Total | $ 84,063 | $ 86,500 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Discount on convertible notes | $ 82,608 | $ 82,608 | |
Stock compensation expense | 84,063 | $ 86,500 | |
Warrant [Member] | |||
Stock compensation expense | $ 75,000 | ||
Warrants expired | 83,068 | 94,577 | |
Convertible Note Warrants [Member] | |||
Warrants to purchase of common stock shares | 600 | 16,900 | |
Warrants, term | 5 years | ||
Discount on convertible notes | $ 69,498 | $ 125,545 | |
Convertible Note Warrants [Member] | Directors [Member] | |||
Warrants to purchase of common stock shares | 12,756 | ||
Warrant price per share | $ 6 | ||
Convertible Note Warrants [Member] | Minimum [Member] | |||
Warrant price per share | 7.50 | $ 14 | |
Convertible Note Warrants [Member] | Maximum [Member] | |||
Warrant price per share | $ 10 | $ 40 |
Warrants - Schedule of Stock Wa
Warrants - Schedule of Stock Warrants Activity (Details) - Warrant [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Warrants, Outstanding, Beginning balance | 516,748 | 590,340 |
Warrants Exercisable, Beginning balance | 516,748 | 590,340 |
Warrants, Canceled | ||
Warrants, Granted | 13,356 | 20,985 |
Warrants, Exercised | ||
Warrants, Expired | (83,068) | (94,577) |
Warrants, Outstanding, Ending balance | 447,036 | 516,748 |
Warrants Exercisable, Ending balance | 447,036 | 516,748 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 24.60 | $ 40.65 |
Weighted Average Exercise Price, Exercisable, Beginning | 24.60 | 40.65 |
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 | 23.81 | 24.60 |
Weighted Average Exercise Price, Exercisable, Ending | $ 23.81 | $ 24.60 |
Weighted Average Remaining Contractual Term in Years, Beginning Outstanding | 1 year 10 months 10 days | 2 years 3 months 26 days |
Weighted Average Remaining Contractual Term in Years, Beginning Exercisable | 1 year 10 months 10 days | 2 years 3 months 26 days |
Weighted Average Remaining Contractual Term in Years, Ending Outstanding | 2 years 1 month 24 days | 1 year 10 months 10 days |
Weighted Average Remaining Contractual Term in Years, Ending Exercisable | 2 years 1 month 24 days | 1 year 10 months 10 days |
Aggregate Intrinsic Value, Outstanding, Beginning | $ 7,846,743 | |
Aggregate Intrinsic Value, Exercisable, Beginning | 7,846,743 | |
Aggregate Intrinsic Value, Outstanding, Ending | ||
Aggregate Intrinsic Value, Exercisable, Ending |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Effective tax statutory rate | 21.00% | 21.00% |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss (numerator) Basic loss per share, basic | $ (1,002,868) | $ (135,420) |
Net loss (numerator) Effect of dilutive securities-Common stock options, warrants, and convertible note | ||
Net loss (numerator) Diluted loss per share, diluted | $ (1,002,868) | $ (135,420) |
Shares (Denominator) Basic loss per shares, basic | 700,879 | 670,260 |
Shares (Denominator) Effect of dilutive securities-Common stock options, warrants, and convertible note | ||
Shares (Denominator) Diluted loss per shares, diluted | 700,879 | 670,260 |
Per share amount Basic loss per share, basic | $ (1.43) | $ (1.69) |
Per share amount Effect of dilutive securities-Common stock options, warrants, and convertible note | ||
Per share amount Diluted loss per share, diluted | $ (1.43) | $ (1.69) |
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 | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total common stock equivalents excluded from the computation of diluted net loss per share | 1,092,692 | 701,578 |
Common Stock Convertible Notes [Member] | ||
Total common stock equivalents excluded from the computation of diluted net loss per share | 443,410 | |
Common Stock Warrants [Member] | ||
Total common stock equivalents excluded from the computation of diluted net loss per share | 447,036 | 499,041 |
Common Stock Options [Member] | ||
Total common stock equivalents excluded from the computation of diluted net loss per share | 202,246 | 202,537 |
Leases (Details Narrative)
Leases (Details Narrative) | Aug. 30, 2019USD ($) | Jan. 31, 2018USD ($)Vehicle | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Aug. 13, 2010 |
Operating lease, right-to-use asset | $ 9,606 | $ 12,488 | ||||
ASU No. 2016-02 [Member] | ||||||
Operating lease, right-to-use asset | 9,606 | $ 30,813 | ||||
Operating lease, liabilities | 9,606 | 30,813 | ||||
Manoa Innovation Center [Member] | ||||||
Lease, term | 45 days | |||||
Rent expenses | 8,989 | 9,100 | ||||
Vehicle Lease Arrangement [Member] | ||||||
Lease, term | 3 years | |||||
Number of vehicles | Vehicle | 3 | |||||
Total monthly payment | $ 1,002 | $ 1,619 | ||||
Lease expense | $ 3,745 | $ 5,959 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 14, 2020 | Apr. 22, 2020 | Mar. 16, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Original issue discount | $ 297,656 | ||||
Common stock grant to convertible note holders | $ 434,712 | ||||
Convertible Note 2020 - 04 [Member] | |||||
Debt instrument, description | fully repaid within 6 months of issuance | ||||
Debt instrument interest rate | 10.00% | ||||
Debt instrument, convertible, conversion price | $ 4.50 | ||||
Subsequent Event [Member] | |||||
Debt instrument, description | On April 22, 2020, the Company received a PPP loan for $211,300. Under the terms of the program, up to 100% of the loan amount may be forgiven if certain terms and conditions are met. The unforgiven amount, if any, matures in April 2022 and accrues interest at 1% per annum with principal and interest payments starting in November 2020. | ||||
Proceeds from loans | $ 211,300 | ||||
Debt instrument interest rate | 1.00% | ||||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | |||||
Debt instrument interest rate | 10.00% | ||||
Convertible note payable | $ 500,000 | ||||
Original issue discount | 40,000 | ||||
Common stock grant to convertible note holders | $ 460,000 | ||||
Debt instrument, convertible, conversion price | $ 9.75 | ||||
Common stock grant to convertible note holders, shares | 10,000 | ||||
Subsequent Event [Member] | Convertible Note 2020 - 04 [Member] | |||||
Extinguishment of debt, amount | $ 250,000 |