Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 14, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | CARDAX, INC. | |
Entity Central Index Key | 0001544238 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 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 | 758,904 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 30,349 | $ 19,303 |
Accounts receivable, net | 205,768 | |
Inventories | 1,083,248 | 1,177,831 |
Deposits and other assets | 3,063 | 2,066 |
Prepaid expenses | 177,074 | 181,093 |
Total current assets | 1,293,734 | 1,586,061 |
INTANGIBLE ASSETS, net | 410,583 | 420,373 |
RIGHT TO USE LEASED ASSETS | 6,724 | 12,488 |
TOTAL ASSETS | 1,711,041 | 2,018,922 |
CURRENT LIABILITIES | ||
Accrued payroll and payroll related expenses, current portion | 3,949,488 | 3,687,376 |
Accounts payable and accrued expenses | 1,569,058 | 1,544,402 |
Fees payable to directors | 418,546 | 418,546 |
Accrued separation costs, current portion | 10,500 | 9,000 |
Current portion of related party notes payable | 600,000 | 575,000 |
Current portion of note payable | 92,933 | |
Related party convertible notes payable | 1,132,608 | 651,721 |
Convertible notes payable, net of discount | 984,939 | 358,289 |
Employee settlement | 50,000 | 50,000 |
Lease liability, current portion | 6,724 | 11,527 |
Derivative liability on convertible notes payable | 337,068 | 827,314 |
Total current liabilities | 9,151,864 | 8,133,175 |
NON-CURRENT LIABILITIES | ||
Note payable, less current portion | 118,367 | |
Related party notes payable, less current portion | 1,000,000 | 1,000,000 |
Accrued separation costs, less current portion | 77,635 | 83,635 |
Lease liability, less current portion | 961 | |
Total non-current liabilities | 1,196,002 | 1,084,596 |
COMMITMENTS AND CONTINGENCIES | ||
Total liabilities | 10,347,866 | 9,217,771 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock - $0.001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2020, and December 31, 2019, respectively | ||
Common stock - $0.001 par value; 400,000,000 shares authorized, 752,654 and 687,564 shares issued and outstanding as of June 30, 2020, and December 31, 2019, respectively | 753 | 688 |
Additional paid-in-capital | 61,101,987 | 59,836,818 |
Accumulated deficit | (69,739,565) | (67,036,355) |
Total stockholders' deficit | (8,636,825) | (7,198,849) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,711,041 | $ 2,018,922 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 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 | 752,654 | 687,564 |
Common stock, shares outstanding | 752,654 | 687,564 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
REVENUES, net | $ 134,521 | $ 45,391 | $ 277,334 | $ 210,363 |
COST OF GOODS SOLD | 38,870 | 29,481 | 101,865 | 133,661 |
GROSS PROFIT | 95,651 | 15,910 | 175,469 | 76,702 |
OPERATING EXPENSES: | ||||
Salaries and wages | 340,863 | 384,917 | 714,155 | 789,726 |
Professional fees | 118,126 | 200,880 | 340,442 | 442,248 |
Selling, general, and administrative expenses | 193,904 | 233,876 | 362,317 | 525,445 |
Stock based compensation | 166,562 | 178,687 | 344,375 | 359,062 |
Research and development | 56,494 | 59,196 | 91,776 | 104,868 |
Depreciation and amortization | 8,734 | 7,766 | 17,467 | 19,028 |
Total operating expenses | 884,683 | 1,065,322 | 1,870,532 | 2,240,377 |
Loss from operations | (789,032) | (1,049,412) | (1,695,063) | (2,163,675) |
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liability | 80,833 | 17,385 | 77,166 | 17,385 |
Gain on modification of debt instruments | 354,791 | |||
Other income | 10,000 | 10,000 | ||
Interest expense | (1,002,143) | (49,667) | (1,450,104) | (70,824) |
Total other (expense) income, net | (911,310) | (32,282) | (1,008,147) | (53,439) |
Loss before the provision for income taxes | (1,700,342) | (1,081,694) | (2,703,210) | (2,217,114) |
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (1,700,342) | $ (1,081,694) | $ (2,703,210) | $ (2,217,114) |
NET LOSS PER SHARE | ||||
Basic | $ (2.26) | $ (1.59) | $ (3.72) | $ (3.28) |
Diluted | $ (2.26) | $ (1.59) | $ (3.72) | $ (3.28) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic | 753,222 | 680,186 | 727,050 | 675,250 |
Diluted | 753,222 | 680,186 | 727,050 | 675,250 |
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 | $ 5 | 174,995 | 175,000 | |
Common stock grants to independent directors, shares | 5,220 | |||
Common stock grants to service providers | 11,062 | 11,062 | ||
Common stock grants to service providers, shares | 375 | |||
Stock based compensation - options | 173,000 | 173,000 | ||
Restricted stock issuances | $ 8 | 244,992 | 245,000 | |
Restricted stock issuances, shares | 8,169 | |||
Issuance of warrants attached to a convertible note | 33,300 | 33,300 | ||
Extinguishment of derivative liability upon repayment of convertible note | ||||
Net loss | (2,217,114) | (2,217,114) | ||
Balance at Jun. 30, 2019 | $ 683 | 59,044,605 | (64,160,432) | (5,115,143) |
Balance, shares at Jun. 30, 2019 | 683,731 | |||
Balance at Mar. 31, 2019 | $ 674 | 58,632,628 | (63,078,738) | (4,445,436) |
Balance, shares at Mar. 31, 2019 | 673,958 | |||
Common stock grants to independent directors | $ 3 | 87,497 | 87,500 | |
Common stock grants to independent directors, shares | 2,917 | |||
Common stock grants to service providers | 4,687 | 4,687 | ||
Common stock grants to service providers, shares | 188 | |||
Stock based compensation - options | 86,500 | 86,500 | ||
Restricted stock issuances | $ 7 | 199,993 | 200,000 | |
Restricted stock issuances, shares | 6,668 | |||
Issuance of warrants attached to a convertible note | 33,300 | 33,300 | ||
Net loss | (1,081,694) | (1,081,694) | ||
Balance at Jun. 30, 2019 | $ 683 | 59,044,605 | (64,160,432) | (5,115,143) |
Balance, shares at Jun. 30, 2019 | 683,731 | |||
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 | $ 11 | 37,489 | 37,500 | |
Common stock grants to independent directors, shares | 11,458 | |||
Stock based compensation - options | 156,875 | 156,875 | ||
Issuance of warrants attached to a convertible note | 2,777 | 2,777 | ||
Warrants granted to independent directors | 150,000 | 150,000 | ||
Common stock grant to convertible note holders | $ 81 | 532,131 | 532,212 | |
Common stock grant to convertible note holders, shares | 81,409 | |||
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 | 458,977 | 458,977 | ||
Stock retirement | $ (27) | 27 | ||
Stock retirement, shares | (27,777) | |||
Net loss | (2,703,210) | (2,703,210) | ||
Balance at Jun. 30, 2020 | $ 753 | 61,101,987 | (69,739,565) | (8,636,825) |
Balance, shares at Jun. 30, 2020 | 752,654 | |||
Balance at Mar. 31, 2020 | $ 762 | 60,457,139 | (68,039,223) | (7,581,322) |
Balance, shares at Mar. 31, 2020 | 762,098 | |||
Common stock grants to independent directors | $ 8 | 18,742 | 18,750 | |
Common stock grants to independent directors, shares | 8,333 | |||
Stock based compensation - options | 72,812 | 72,812 | ||
Warrants granted to independent directors | 75,000 | 75,000 | ||
Common stock grant to convertible note holders | $ 10 | 97,490 | 97,500 | |
Common stock grant to convertible note holders, shares | 10,000 | |||
Extinguishment of derivative liability upon repayment of convertible note | 380,777 | 380,777 | ||
Stock retirement | $ (27) | 27 | ||
Stock retirement, shares | (27,777) | |||
Net loss | (1,700,342) | (1,700,342) | ||
Balance at Jun. 30, 2020 | $ 753 | $ 61,101,987 | $ (69,739,565) | $ (8,636,825) |
Balance, shares at Jun. 30, 2020 | 752,654 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (1,700,342) | $ (1,081,694) | $ (2,703,210) | $ (2,217,114) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 17,467 | 19,028 | |||
Amortization of debt discount | 1,185,108 | 9,459 | |||
Stock based compensation | 166,562 | 178,687 | 344,375 | 359,062 | |
Bad debt expense on note receivable and accrued interest | 66,261 | ||||
Change in fair value of derivative liability | (80,833) | (17,385) | (77,166) | (17,385) | |
Gain on modification of debt instruments | (354,791) | ||||
Changes in assets and liabilities: | |||||
Accounts receivable | 109,412 | 170,225 | |||
Inventories | 94,583 | 55,579 | |||
Deposits and other assets | (997) | ||||
Prepaid expenses | 4,019 | 1,315 | |||
Accrued payroll and payroll related expenses | 262,112 | 9,072 | |||
Accounts payable and accrued expenses | 54,750 | (452,689) | |||
Accrued separation costs | (4,500) | (4,500) | |||
Net cash used in operating activities | (1,002,577) | (2,067,948) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Increase in intangible assets | (7,677) | (14,354) | |||
Net cash used in investing activities | (7,677) | (14,354) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from the issuances of related party notes payable | 25,000 | 1,475,000 | |||
Proceeds from the issuance of notes payable | 211,300 | ||||
Proceeds from the issuances of convertible notes payable | 1,225,000 | 150,000 | |||
Repayment of principal on convertible notes payable | (400,000) | ||||
Payment of debt issuance costs | (40,000) | ||||
Proceeds from the issuance of common stock | 245,000 | ||||
Net cash provided by financing activities | 1,021,300 | 1,870,000 | |||
NET INCREASE (DECREASE) IN CASH | 11,046 | (212,302) | |||
BEGINNING OF THE PERIOD | 19,303 | 243,753 | $ 243,753 | ||
END OF THE PERIOD | 30,349 | $ 31,451 | 30,349 | 31,451 | $ 19,303 |
SUPPLEMENTAL DISCLOSURES: | |||||
Cash paid for interest | 203,861 | 42,045 | |||
Cash paid for income taxes | |||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||
Settlement of receivables with payables | 30,095 | 47,597 | |||
Right to use assets funded through leases | 5,764 | 26,298 | |||
Retirement of issued stock | 27 | ||||
Debt issuance costs withheld from proceeds | 5,000 | ||||
Discounts recognized on notes payable at issuance | 676,380 | 83,300 | |||
Extinguishment of derivative liability upon repayment of convertible note | $ 380,777 | 458,977 | |||
Revaluation of notes payable discounts due to modification of conversion price | $ 214,498 |
Company Background
Company Background | 6 Months Ended |
Jun. 30, 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 $1,700,342 and $2,703,210 for the three and six-months ended June 30, 2020, respectively, and incurred net losses of $1,081,694 and $2,217,114 for the three and six-months ended June 30, 2019, respectively. The Company has incurred losses since inception resulting in an accumulated deficit of $69,739,565 as of June 30, 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 six-months ended June 30, 2020, the Company raised $1,461,300 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. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides aid to small businesses through programs administered by the U.S. Small Business Administration (the “SBA”). The CARES Act includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits, and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program (the “PPP”), under which certain small business are eligible for a loan to fund payroll expenses, rent, and related costs. In April 2020, the Company entered into a PPP loan with a financial institution (see Note 7). Under the terms of the program, the loan amount may be forgiven if certain terms and conditions are met. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 June 30, 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 consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 30, 2020 (the “Annual Report”). 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 six-months ended: June 30, 2020 June 30, 2019 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 266,962 $ 210,363 Hong Kong Nutraceuticals $ 10,372 $ - 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 Accounts receivable Accounts receivable, net, of $0 and $205,768 as of June 30, 2020, and December 31, 2019, respectively, consists of amounts due from sales of dietary supplements. It is the Company’s policy to provide for an allowance for doubtful collections based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal receivables are due 60 days after the issuance of the invoice. Receivables past due more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. There was an allowance of $66,261 as of June 30, 2020, in connection with the Chapter 11 filing for reorganization under the U.S. Bankruptcy Code of General Nutrition Corporation (“GNC”), the Company’s largest customer, on June 23, 2020. There was no allowance necessary as of December 31, 2019. Other significant accounting policies There have been no other material changes to our significant accounting policies during the six-months ended June 30, 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 | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 – INVENTORIES Inventories consist of the following as of: June 30, 2020 (Unaudited) December 31, 2019 Raw materials $ 759,400 $ 763,800 Finished goods 323,848 414,031 Total inventories $ 1,083,248 $ 1,177,831 As of June 30, 2020, and December 31, 2019, $759,400 and $763,800, respectively, in raw materials were held at the manufacturer’s facility for future production. Additionally, as of June 30, 2020, and December 31, 2019, $298,185 and $407,756, respectively, in finished goods were held at the manufacturer’s facility for shipment. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | NOTE 4 – INTANGIBLE ASSETS, net Intangible assets, net, consists of the following as of: June 30, 2020 (Unaudited) December 31, 2019 Patents $ 614,003 $ 614,003 Less accumulated amortization (349,548 ) (332,081 ) 264,455 281,922 Patents pending 146,128 138,451 Total intangible assets, net $ 410,583 $ 420,373 Patents are amortized straight-line over a period of fifteen years. Amortization expense was $8,734 and $17,467 for the three and six-months ended June 30, 2020, respectively. Amortization expense was $7,766 and $19,028 for the three and six-months ended June 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2020, $88,135 remains outstanding of which $10,500 is due within one-year and is reflected as a current liability. |
Related Party Notes Payable
Related Party Notes Payable | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Notes Payable | NOTE 6 – RELATED PARTY NOTES PAYABLE Related party notes payable consisted of the following as of: June 30, 2020 (Unaudited) December 31, 2019 Inventory financing. $ 1,000,000 $ 1,000,000 Officer loan. 75,000 75,000 Promissory note 500,000 500,000 Promissory note 25,000 - Total related party notes payable 1,600,000 1,575,000 Less current portion (600,000 ) (575,000 ) Long term related party notes payable $ 1,000,000 $ 1,000,000 Interest expense The Company incurred interest charges on these related party notes payable of $45,610 and $35,487 during the three-months ended June 30, 2020 and 2019, respectively. The Company incurred interest charges on these related party notes payable of $91,203 and $55,460 during the six-months ended June 30, 2020 and 2019, respectively. The aggregate amount of accrued and unpaid interest on these related party notes payable was $78,588 and $15,433 as of June 30, 2020 and 2019, respectively. Maturities Future maturities of these related party notes payable are as follows as of June 30: 2021 $ 600,000 2022 1,000,000 $ 1,600,000 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2020 | |
Notes Payable [Abstract] | |
Notes Payable | NOTE 7 – NOTE PAYABLE On April 22, 2020, the Company received a Paycheck Protection Program (“PPP”) loan under the U.S. Small Business Administration (the “SBA”) 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 of $11,891 per month starting in November 2020. Interest expense The Company incurred interest charges on this note payable of $404 during the three and six-months ended June 30, 2020. The aggregate amount of accrued and unpaid interest on this note payable was $404 as of June 30, 2020. Maturity Future maturity of this note payable is as follows as of June 30: 2021 $ 92,933 2022 118,367 $ 211,300 The Company also applied for the Economic Injury Disaster Loan (“EIDL”) under the SBA, which remains pending as of the date hereof. The Company received an EIDL advance amount of $10,000 during the six-months ended June 30, 2020. According to the SBA, regardless of whether the loan application is approved or declined, the advance does not need to be repaid, so the Company recognized the advance as other income. |
Related Party Convertible Notes
Related Party Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Convertible Notes Payable | NOTE 8 – RELATED PARTY CONVERTIBLE NOTES PAYABLE Related party convertible notes payable consisted of the following as of: June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2019-02. $ 815,217 $ 815,217 June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2019-07. 217,391 217,391 Officer convertible note. 100,000 100,000 Related party convertible notes payable consisted of the following as of: June 30, 2020 (Unaudited) December 31, 2019 Total related party convertible 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 379,968 295,037 Total related party convertible notes payable, net $ 1,132,608 $ 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 $231,389 and $343,835 for the three and six-months ended June 30, 2020, with total accumulated amortization equal to $379,968 as of June 30, 2020. Modifications 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 of $258,903. On June 30, 2020, the Company extended the maturity dates of the related party convertible notes payable as described in the table above. In conjunction with these extensions, management compared the present values of these notes prior to the extension and after the extension in accordance with FASB ASC No. 470-50, Debt Modifications and Extinguishments, noting that the change in present value was less than 10%. As such, these notes were determined to not be substantially different and no changes in values were recognized. Interest expense The Company incurred interest charges on these related party convertible notes payable of $24,020 and $48,040 during the three and six-months ended June 30, 2020, respectively. The aggregate amount of accrued and unpaid interest on these related party convertible notes payable was $7,919 as of June 30, 2020. Maturities Future maturities of these related party convertible notes payable are as follows as of June 30: 2021 $ 1,132,608 $ 1,132,608 |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 9 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following as of: June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2019-01. $ - $ 150,000 Convertible note 2019-03. 108,696 108,696 June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2019-04. 54,348 54,348 Convertible note 2019-05. 27,174 27,174 June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2019-06. 27,174 27,174 Convertible note 2019-08. 108,696 108,696 June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2019-09. 27,174 27,174 Convertible note 2019-10. 16,304 16,304 June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2020-01. 10,870 - Convertible note 2020-02. As a subsequent event, the maturity date of this note was extended to September 1, 2020, and 6,250 shares of common stock were issued as consideration for the extension. 262,500 - June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2020-03. 52,631 - Convertible note 2020-04. - - June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2020-05. As a subsequent event, the maturity date of this note was extended to October 31, 2020, and the principal amount was increased by $10,000 as consideration for the extension. 250,000 - Convertible note 2020-05. 500,000 - June 30, 2020 December 31, 2019 Total convertible notes payable 1,445,568 519,566 Less original issue discounts (105,568 ) (29,566 ) Convertible notes payable, net 1,340,000 490,000 Less discounts for conversion rights, beneficial conversion features, debt issuance costs, and detachable warrants (798,212 ) (253,675 ) Plus amortization of discounts 443,151 121,964 Total convertible notes payable, net $ 984,939 $ 358,289 Discounts Total discounts (original issue discounts plus discounts for conversion rights, beneficial conversion features, debt issuance costs, and detachable warrants) of $903,780 are amortized using the interest method, which resulted in amortization recorded as interest expense of $656,063 and $841,273 for the three and six-months ended June 30, 2020, with total accumulated amortization equal to $443,151 as of June 30, 2020. Modifications In February 2020, the Company adjusted the conversion price of a convertible note payable in accordance with its terms, which triggered modification accounting and resulted in a gain of $95,888. On June 30, 2020, the Company extended the maturity dates of certain convertible notes payable as described in the table above. In conjunction with these extensions, management compared the present values of these notes prior to the extension and after the extension in accordance with FASB ASC No. 470-50, Debt Modifications and Extinguishments, noting that the change in present value was less than 10%. As such, these notes were determined to not be substantially different and no changes in values were recognized. Interest expense The Company incurred interest charges on these convertible notes payable of $25,006 and $3,041 during the three-months ended June 30, 2020 and 2019, respectively. The Company incurred interest charges on these convertible notes payable of $64,432 and $3,041 during the six-months ended June 30, 2020 and 2019, respectively. The aggregate amount of accrued and unpaid interest on these convertible notes payable was $42,956 and $3,041 as of June 30, 2020 and 2019, respectively. Maturities Future maturities of these convertible notes payable are as follows as of June 30: 2021 $ 1,445,568 $ 1,445,568 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | NOTE 10 – DERIVATIVE FINANCIAL INSTRUMENTS The Company has identified the embedded derivatives related to the convertible notes described in Notes 8 and 9. 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 six-months ended June 30, 2020, were as follows: Dividend yield 0.0 % Risk-free rate 0.15% - 1.43 % Volatility 175% - 190 % Expected term 1 year The expected dividend yield is zero, because the Company does not anticipate paying a dividend within the relevant timeframe. The risk-free interest rate used is 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 volatility is calculated based on the historical volatility of the Company. For the six-months ended June 30, 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 $337,068 as of June 30, 2020, which resulted in a loss of $77,166 on the change in value of these derivative liabilities. During the six months ended June 30, 2020, there were derivative liabilities of $458,977 that expired upon repayment of outstanding convertible notes, which were recorded as adjustments 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 June 30, 2020 $ - $ - $ 337,068 |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 11 – 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 June 30, 2020, and December 31, 2019, the Company had a total of 752,654 and 687,564 shares of common stock outstanding, respectively. |
Stock Grants
Stock Grants | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stock Grants | NOTE 12 – STOCK GRANTS Director stock grants During the six-months ended June 30, 2020, the Company granted its independent directors an aggregate of 11,458 shares of restricted common stock, which were fully vested upon issuance. The expense recognized for these grants based on the fair value on the grant date was $37,500. Effective as of the quarter ended March 31, 2020, certain independent directors elected to receive compensation in the form of warrants rather than stock. During the year ended December 31, 2019, the Company granted its independent directors an aggregate of 11,054 shares of restricted common stock, which were fully vested upon issuance. The expense recognized for these grants based on the fair value on the grant date was $350,000. Consultant stock grants During the six-months ended June 30, 2020, the Company did not grant consultants any stock and accordingly did not recognize any related expense. During the year ended December 31, 2019, the Company granted consultants an aggregate of 750 shares of restricted common stock, which were fully vested upon issuance. The expense recognized for these grants based on the fair value on the grant date was $16,650. |
Stock Option Plans
Stock Option Plans | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Plans | NOTE 13 – 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 June 30, 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 - Expired - Outstanding December 31, 2019 202,246 $ 80.14 3.52 $ - Exercisable December 31, 2019 192,108 $ 81.32 3.26 $ - Canceled - Granted - Exercised - Expired 26,702 Outstanding June 30, 2020 175,544 $ 85.07 3.48 $ - Exercisable June 30, 2020 168,011 $ 86.33 3.28 $ - The aggregate intrinsic value in the table above is before applicable income taxes and represents the excess amount over the exercise price option recipients would have received if all options had been exercised on June 30, 2020, based on a valuation of the Company’s stock for that day. A summary of the Company’s non-vested options for the six-months ended June 30, 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 (2,605 ) Canceled - Non-vested at June 30, 2020 7,533 Option valuation The Company estimates the fair value of stock options granted on each grant date using the Black-Scholes valuation model and recognizes an expense ratably over the requisite service period. The expected dividend yield is zero, because the Company does not anticipate paying a dividend within the relevant timeframe. 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 stock options to be valued. The expected volatility is calculated based on the historical volatility of the Company. Due to a lack of historical information needed to estimate the Company’s expected term, it is estimated using the simplified method allowed. 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. During the six-months ended June 30, 2020, and the year ended December 31, 2019, no options were granted. Stock-based compensation expense The Company recognized stock-based compensation expense related to options during the: Six-months ended June 30 2020 2019 Amount Amount Service provider compensation $ 77,500 $ 88,750 Employee compensation 79,375 84,250 Total $ 156,875 $ 173,000 Option expiration During the six-months ended June 30, 2020, options to purchase an aggregate of 26,702 shares of common stock expired. During the year ended December 31, 2019, no options expired. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 14 – WARRANTS The following is a summary of the Company’s warrant activity: Warrants Weighted Weighted Aggregate 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 47,604 Exercised - Expired (83,604 ) Outstanding June 30, 2020 480,748 $ 22.08 2.48 $ - Exercisable June 30, 2020 480,748 $ 22.08 2.48 $ - Warrant valuation The Company estimates the fair value of warrants granted on each grant date using the Black-Scholes valuation model. The range of fair value assumptions related to warrants issued were as follows for the: Six-months ended Year ended Dividend yield 0.0 % 0.0 % Risk-free rate 0.29% – 1.55 % 1.34% – 2.37 % Volatility 152% – 207 % 145% – 168 % Expected term 2 – 5 years 2 – 2.5 years The expected dividend yield is zero, because the Company does not anticipate paying a dividend within the relevant timeframe. 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 volatility is calculated based on the historical volatility of the Company. 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 six-months ended June 30, 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 six-months ended June 30, 2020, and the year ended December 31, 2019, respectively. Director warrant grants During the six-months ended June 30, 2020, the Company granted its independent directors warrants as follows: Date of Grant Warrants Exercise Price March 31, 2020 12,756 $ 6.00 June 30, 2020 34,248 $ 2.25 These warrants were immediately vested and expire in ten years. During the six-months ended June 30, 2020, the Company recognized stock-based compensation expense related to these warrants in the aggregate amount of $150,000. During the year ended December 31, 2019, the Company did not recognize any stock-based compensation expense related to warrants. Warrant expiration During the six-months ended June 30, 2020, warrants to purchase an aggregate of 83,604 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 | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15 – INCOME TAXES The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. The effective tax rate for the three and six-months ended June 30, 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 June 30, 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 | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | NOTE 16 – BASIC AND DILUTED NET LOSS PER SHARE The following table sets forth the computation of the Company’s basic and diluted net loss per share for: Three-months ended June 30, 2020 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,700,342 ) 753,222 $ (2.26 ) Effect of dilutive securities—Common stock options, warrants, and convertible notes - - - Diluted loss per share $ (1,700,342 ) 753,222 $ (2.26 ) Three-months ended June 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,081,694 ) 680,186 $ (1.59 ) Effect of dilutive securities—Common stock options, warrants, and convertible notes - - - Diluted loss per share $ (1,081,694 ) 680,186 $ (1.59 ) Six-months ended June 30, 2020 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (2,703,210 ) 727,050 $ (3.72 ) Effect of dilutive securities—Common stock options, warrants, and convertible notes - - - Diluted loss per share $ (2,703,210 ) 727,050 $ (3.72 ) Six-months ended June 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (2,217,114 ) 675,250 $ (3.28 ) Effect of dilutive securities—Common stock options, warrants, and convertible notes - - - Diluted loss per share $ (2,217,114 ) 675,250 $ (3.28 ) The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive for the periods ended: June 30, 2020 June 30, 2019 (Unaudited) (Unaudited) Common stock underlying convertible notes 439,137 6,250 Common stock underlying options 175,544 202,537 Common stock underlying warrants 480,748 504,875 Total common stock equivalents 1,095,429 713,662 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | NOTE 17 – LEASES Office lease 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 $17,978 for the three and six-months ended June 30, 2020, respectively, and $9,100 and $18,199 for the three and six-months ended June 30, 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 $3,773 and $7,527 for the three and six-months ended June 30, 2020, respectively, and $5,597 and $11,556 for the three and six-months ended June 30, 2019, respectively. Right-to-use leased asset and liability As a result of the adoption of ASU No. 2016-02, Leases |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18 – SUBSEQUENT EVENTS The Company evaluated all material events through the date the financials were ready for issuance and identified the following for additional disclosure. Note payable On July 14, 2020, the Company issued a note payable in the amount of $25,000. This note accrued interest at 12% per annum and matured on July 31, 2020. On July 31, 2020, this note was repaid in full. Convertible notes payable On July 21, 2020, the Company issued a convertible note payable in the amount $100,000. This note accrues interest at 8% per annum and matures on June 30, 2021. This note and accrued interest may convert into shares of common stock (i) any time at the holder’s option at a conversion price of $5.00 per share, or (ii) automatically upon a qualified financing of at least $5 million at a conversion price equal to the lower of $5.00 per share or a 25% discount to the market price. The Company has the right to prepay this note without penalty or premium. If this note has not been repaid or converted in full on or prior to the maturity date, then repayment of the unpaid principal balance shall be amortized over the following thirty-six (36) months. This note also contains detachable warrants exercisable for 5 years to purchase 20,000 shares of common stock at $7.50 per share and 20,000 shares of common stock at $10.00 per share. On July 30, 2020, the Company issued a convertible note payable in the amount $25,000. This note accrues interest at 12% per annum, payable monthly, and matures on September 30, 2020. This note and accrued interest may convert into shares of common stock any time at the holder’s option at a conversion price of $5.00 per share. The Company has the right to prepay this note without penalty or premium. If this note has not been repaid or converted in full on or prior to the maturity date, then repayment of the unpaid principal balance shall be amortized over the following thirty-three (33) months. This note also contains a detachable warrant exercisable for 5 years to purchase 250 shares of common stock at $5.00 per share. On August 7, 2020, the Company issued a convertible note payable in the amount $100,000. This note accrues interest at 8% per annum and matures on July 31, 2021. This note and accrued interest may convert into shares of common stock any time at the holder’s option at a conversion price of $5.00 per share. The Company may not prepay this note without the prior written consent of the holder. If this note has not been repaid or converted in full on or prior to the maturity date, then repayment of the unpaid principal balance shall be amortized over the following twenty-four (24) months. This note also contains detachable warrants exercisable for 5 years on a cash or cashless basis to purchase 20,000 shares of common stock at $7.50 per share and 20,000 shares of common stock at $10.00 per share. On August 10, 2020, an amendment to the $250,000 convertible note payable dated March 16, 2020, extended the maturity date to October 31, 2020, increased the principal amount by $10,000 (as consideration for the extension), and provided that the 27,777 shares of common stock issued in connection with the purchase of the note shall be subject to return if the note is fully repaid by October 31, 2020. All other terms remain unchanged. On August 14, 2020, an amendment to the $262,500 convertible note payable dated January 21, 2020, extended the maturity date to September 1, 2020. As consideration for the extension, the Company issued 6,250 shares of common stock to the holder, subject to a true-up provision at 180 days following August 14, 2020, if the average of the volume weighted average prices of common stock on the principal trading market during the three trading days prior to such date is less than a specified price; provided, however, that the Company has the right to redeem the 6,250 shares and cancel its obligation to issue any true-up shares by payment to the holder of $25,000. In addition, this note shall bear interest at 10% per annum from and after July 1, 2020. All other terms remain unchanged. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 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 consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 30, 2020 (the “Annual Report”). |
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 six-months ended: June 30, 2020 June 30, 2019 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 266,962 $ 210,363 Hong Kong Nutraceuticals $ 10,372 $ - 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 |
Accounts Receivable | Accounts receivable Accounts receivable, net, of $0 and $205,768 as of June 30, 2020, and December 31, 2019, respectively, consists of amounts due from sales of dietary supplements. It is the Company’s policy to provide for an allowance for doubtful collections based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal receivables are due 60 days after the issuance of the invoice. Receivables past due more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. There was an allowance of $66,261 as of June 30, 2020, in connection with the Chapter 11 filing for reorganization under the U.S. Bankruptcy Code of General Nutrition Corporation (“GNC”), the Company’s largest customer, on June 23, 2020. There was no allowance necessary as of December 31, 2019. |
Other Significant Accounting Policies | Other significant accounting policies There have been no other material changes to our significant accounting policies during the six-months ended June 30, 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) | 6 Months Ended |
Jun. 30, 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 six-months ended: June 30, 2020 June 30, 2019 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 266,962 $ 210,363 Hong Kong Nutraceuticals $ 10,372 $ - |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following as of: June 30, 2020 (Unaudited) December 31, 2019 Raw materials $ 759,400 $ 763,800 Finished goods 323,848 414,031 Total inventories $ 1,083,248 $ 1,177,831 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net, consists of the following as of: June 30, 2020 (Unaudited) December 31, 2019 Patents $ 614,003 $ 614,003 Less accumulated amortization (349,548 ) (332,081 ) 264,455 281,922 Patents pending 146,128 138,451 Total intangible assets, net $ 410,583 $ 420,373 |
Related Party Notes Payable (Ta
Related Party Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Notes Payable | Related party notes payable consisted of the following as of: June 30, 2020 (Unaudited) December 31, 2019 Inventory financing. $ 1,000,000 $ 1,000,000 Officer loan. 75,000 75,000 Promissory note 500,000 500,000 Promissory note 25,000 - Total related party notes payable 1,600,000 1,575,000 Less current portion (600,000 ) (575,000 ) Long term related party notes payable $ 1,000,000 $ 1,000,000 |
Schedule of Related Party Future Maturities of Notes Payable | Future maturities of these related party notes payable are as follows as of June 30: 2021 $ 600,000 2022 1,000,000 $ 1,600,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Notes Payable Tables Abstract | |
Schedule of Future Maturity of Notes Payable | Future maturity of this note payable is as follows as of June 30: 2021 $ 92,933 2022 118,367 $ 211,300 |
Related Party Convertible Not_2
Related Party Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Convertible Notes Payable | Related party convertible notes payable consisted of the following as of: June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2019-02. $ 815,217 $ 815,217 Convertible note 2019-07. 217,391 217,391 Officer convertible note. 100,000 100,000 Total related party convertible 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 379,968 295,037 Total related party convertible notes payable, net $ 1,132,608 $ 651,721 |
Schedule of Related Party Future Maturities of Convertible Notes Payable | Future maturities of these related party convertible notes payable are as follows as of June 30: 2021 $ 1,132,608 $ 1,132,608 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consisted of the following as of: June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2019-01. $ - $ 150,000 Convertible note 2019-03. 108,696 108,696 June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2019-04. 54,348 54,348 Convertible note 2019-05. 27,174 27,174 June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2019-06. 27,174 27,174 Convertible note 2019-08. 108,696 108,696 June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2019-09. 27,174 27,174 Convertible note 2019-10. 16,304 16,304 June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2020-01. 10,870 - Convertible note 2020-02. As a subsequent event, the maturity date of this note was extended to September 1, 2020, and 6,250 shares of common stock were issued as consideration for the extension. 262,500 - June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2020-03. 52,631 - Convertible note 2020-04. - - June 30, 2020 (Unaudited) December 31, 2019 Convertible note 2020-05. As a subsequent event, the maturity date of this note was extended to October 31, 2020, and the principal amount was increased by $10,000 as consideration for the extension. 250,000 - Convertible note 2020-05. 500,000 - June 30, 2020 December 31, 2019 Total convertible notes payable 1,445,568 519,566 Less original issue discounts (105,568 ) (29,566 ) Convertible notes payable, net 1,340,000 490,000 Less discounts for conversion rights, beneficial conversion features, debt issuance costs, and detachable warrants (798,212 ) (253,675 ) Plus amortization of discounts 443,151 121,964 Total convertible notes payable, net $ 984,939 $ 358,289 |
Schedule of Future Maturities of Convertible Notes Payable | Future maturities of these convertible notes payable are as follows as of June 30: 2021 $ 1,445,568 $ 1,445,568 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value Assumptions Related to Option Issued | The range of fair value assumptions used for derivative financial instruments during the six-months ended June 30, 2020, were as follows: Dividend yield 0.0 % Risk-free rate 0.15% - 1.43 % Volatility 175% - 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 June 30, 2020 $ - $ - $ 337,068 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 6 Months Ended |
Jun. 30, 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 - Expired - Outstanding December 31, 2019 202,246 $ 80.14 3.52 $ - Exercisable December 31, 2019 192,108 $ 81.32 3.26 $ - Canceled - Granted - Exercised - Expired 26,702 Outstanding June 30, 2020 175,544 $ 85.07 3.48 $ - Exercisable June 30, 2020 168,011 $ 86.33 3.28 $ - |
Schedule of Non-vested Shares Granted Under Stock Option Plan | A summary of the Company’s non-vested options for the six-months ended June 30, 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 (2,605 ) Canceled - Non-vested at June 30, 2020 7,533 |
Schedule of Recognized Stock Based Compensation Expense | The Company recognized stock-based compensation expense related to options during the: Six-months ended June 30 2020 2019 Amount Amount Service provider compensation $ 77,500 $ 88,750 Employee compensation 79,375 84,250 Total $ 156,875 $ 173,000 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Schedule of Stock Warrants Activity | The following is a summary of the Company’s warrant activity: Warrants Weighted Weighted Aggregate 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 47,604 Exercised - Expired (83,604 ) Outstanding June 30, 2020 480,748 $ 22.08 2.48 $ - Exercisable June 30, 2020 480,748 $ 22.08 2.48 $ - |
Schedule of Fair value of Warrant Valuations | The Company estimates the fair value of warrants granted on each grant date using the Black-Scholes valuation model. The range of fair value assumptions related to warrants issued were as follows for the: Six-months ended Year ended Dividend yield 0.0 % 0.0 % Risk-free rate 0.29% – 1.55 % 1.34% – 2.37 % Volatility 152% – 207 % 145% – 168 % Expected term 2 – 5 years 2 – 2.5 years |
Director Warrants Grants [Member] | |
Schedule of Stock Warrants Activity | During the six-months ended June 30, 2020, the Company granted its independent directors warrants as follows: Date of Grant Warrants Exercise Price March 31, 2020 12,756 $ 6.00 June 30, 2020 34,248 $ 2.25 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2020 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,700,342 ) 753,222 $ (2.26 ) Effect of dilutive securities—Common stock options, warrants, and convertible notes - - - Diluted loss per share $ (1,700,342 ) 753,222 $ (2.26 ) Three-months ended June 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,081,694 ) 680,186 $ (1.59 ) Effect of dilutive securities—Common stock options, warrants, and convertible notes - - - Diluted loss per share $ (1,081,694 ) 680,186 $ (1.59 ) Six-months ended June 30, 2020 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (2,703,210 ) 727,050 $ (3.72 ) Effect of dilutive securities—Common stock options, warrants, and convertible notes - - - Diluted loss per share $ (2,703,210 ) 727,050 $ (3.72 ) Six-months ended June 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (2,217,114 ) 675,250 $ (3.28 ) Effect of dilutive securities—Common stock options, warrants, and convertible notes - - - Diluted loss per share $ (2,217,114 ) 675,250 $ (3.28 ) |
Schedule of Shares of Common Stock Equivalents Were Excluded from the Computation of Diluted Net Loss Per Share | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive for the periods ended: June 30, 2020 June 30, 2019 (Unaudited) (Unaudited) Common stock underlying convertible notes 439,137 6,250 Common stock underlying options 175,544 202,537 Common stock underlying warrants 480,748 504,875 Total common stock equivalents 1,095,429 713,662 |
Company Background (Details Nar
Company Background (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||||
Net losses | $ (1,700,342) | $ (1,081,694) | $ (2,703,210) | $ (2,217,114) | |
Accumulated deficit | $ (69,739,565) | (69,739,565) | $ (67,036,355) | ||
Proceeds from issuance of debt securities | $ 1,461,300 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Payment of stock issuance costs | $ 182,811 | |
Accounts receivable, net | $ 205,768 | |
Allowance of accounts receivable | $ 66,261 |
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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Total revenue | $ 134,521 | $ 45,391 | $ 277,334 | $ 210,363 |
United States [Member] | ||||
Total revenue | 266,962 | 210,363 | ||
Hong Kong [Member] | ||||
Total revenue | $ 10,372 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 759,400 | $ 763,800 |
Inventory, finished goods | $ 323,848 | $ 414,031 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 759,400 | $ 763,800 |
Finished goods | 323,848 | 414,031 |
Total inventories | $ 1,083,248 | $ 1,177,831 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)PatentApplicationsVehicle | Jun. 30, 2019USD ($) | |
Patent, amortization period | 15 years | |||
Amortization expense | $ | $ 8,734 | $ 7,766 | $ 17,467 | $ 19,028 |
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 ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 614,003 | $ 614,003 |
Less accumulated amortization | (349,548) | (332,081) |
Patents, Total | 264,455 | 281,922 |
Patents pending | 146,128 | 138,451 |
Total intangible assets, net | $ 410,583 | $ 420,373 |
Accrued Separation Costs (Detai
Accrued Separation Costs (Details Narrative) - Separation Agreement [Member] - USD ($) | Jun. 30, 2020 | Aug. 09, 2016 |
Accrued compensation expenses | $ 88,135 | $ 118,635 |
Due Within One-Year [Member] | ||
Accrued compensation expenses | $ 10,500 |
Related Party Notes Payable (De
Related Party Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Interest charges | $ 45,610 | $ 35,487 | $ 91,203 | $ 55,460 |
Notes Payable [Member] | ||||
Accrued and payable | $ 78,588 | $ 15,433 | $ 78,588 | $ 15,433 |
Related Party Notes Payable - S
Related Party Notes Payable - Schedule of Related Party Notes Payable (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Total notes payable | $ 1,600,000 | $ 1,575,000 |
Less current portion | (600,000) | (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 |
Promissory Note [Member] | ||
Total notes payable | $ 25,000 |
Related Party Notes Payable -_2
Related Party Notes Payable - Schedule of Related Party Notes Payable (Details) (Parenthetical) - USD ($) | Jun. 29, 2019 | Jun. 26, 2019 | May 20, 2019 | Jan. 11, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Jul. 10, 2019 |
Note payable | $ 92,933 | ||||||
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. This note accrues interest at the rate of 4.5% per annum, is unsecured, and was originally due August 26, 2019, but the maturity date was extended to June 30, 2021. | ||||||
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% | ||||||
Promissory Note [Member] | |||||||
Debt instrument description | This note accrues interest at the rate of 12% per annum, is unsecured, and matures on September 30, 2020. | ||||||
Debt instrument, interest rate | 12.00% | ||||||
Note payable | $ 25,000 |
Related Party Notes Payable -_3
Related Party Notes Payable - Schedule of Related Party Future Maturities of Notes Payable (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Total | $ 1,050,000 | $ 1,050,000 |
Related Party Notes Payable [Member] | ||
2021 | 600,000 | |
2022 | 1,000,000 | |
Total | $ 1,600,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Apr. 22, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Interest charges | $ 45,610 | $ 35,487 | $ 91,203 | $ 55,460 | |
Note Payable [Member] | |||||
Interest charges | 404 | 404 | |||
Accrued and payable | 404 | $ 404 | |||
Paycheck Protection Program [Member] | |||||
Proceeds from loan | $ 211,300 | ||||
Debt instrument, interest rate | 1.00% | ||||
Debt instrument, maturity date | Apr. 30, 2022 | ||||
Interest charges | $ 11,891 | ||||
Economic Injury Disaster Loan [Member] | Note Payable [Member] | |||||
Proceeds from advance | $ 10,000 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Maturity of Notes Payable (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Total | $ 1,050,000 | $ 1,050,000 |
Notes Payable [Member] | ||
2021 | 92,933 | |
2022 | 118,367 | |
Total | $ 211,300 |
Related Party Convertible Not_3
Related Party Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 29, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Original issue discount | $ 82,608 | $ 82,608 | $ 82,608 | |||
Gain on convertible notes | $ 95,888 | |||||
Interest charges incurred | 45,610 | $ 35,487 | 91,203 | $ 55,460 | ||
Related Party Convertible Note Payable [Member] | ||||||
Original issue discount | 379,968 | 379,968 | ||||
Interest expense | 231,389 | 343,835 | ||||
Accumulated amortization | 379,968 | 379,968 | ||||
Gain on convertible notes | $ 258,903 | |||||
Interest charges incurred | 24,020 | 48,040 | ||||
Interest accrued and payable | $ 7,919 | $ 7,919 |
Related Party Convertible Not_4
Related Party Convertible Notes Payable - Schedule of Related Party Convertible Notes Payable (Details) - USD ($) | Jun. 30, 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 | 379,968 | 295,037 | ||
Total convertible notes payable, net | 1,132,608 | 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 | Jun. 30, 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 - 02 [Member] | Extended Maturity [Member] | ||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||
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 | |||||
Convertible Note 2019 - 07 [Member] | Extended Maturity [Member] | ||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||
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 | |||||
Officer Convertible Note [Member] | Extended Maturity [Member] | ||||||
Debt instrument, maturity date | Jun. 30, 2021 |
Related Party Convertible Not_6
Related Party Convertible Notes Payable - Schedule of Related Party Future Maturities of Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Total | $ 1,050,000 | $ 1,050,000 |
Related Party Convertible Note [Member] | ||
2021 | 1,132,608 | |
Total | $ 1,132,608 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 29, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Original issue discount | $ 1,185,108 | $ 9,459 | |||
Gain on convertible notes | $ 95,888 | ||||
Interest charges incurred | $ 45,610 | $ 35,487 | 91,203 | 55,460 | |
Convertible Note Payable [Member] | |||||
Original issue discount | 903,780 | ||||
Interest expense | 656,063 | 841,273 | |||
Accumulated amortization | 443,151 | 443,151 | |||
Interest charges incurred | 64,432 | 3,041 | 64,432 | 3,041 | |
Interest accrued and payable | $ 42,956 | $ 3,041 | $ 42,956 | $ 3,041 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Total notes payable | $ 1,132,608 | $ 1,132,608 |
Plus amortization of discounts | 379,968 | 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 | ||
Convertible Note 2020 - 05 [Member] | ||
Total notes payable | 250,000 | |
Convertible Note 2020 - 05 One [Member] | ||
Total notes payable | 500,000 | |
Convertible Note Payable [Member] | ||
Total notes payable | 1,445,568 | 519,566 |
Less original issue discounts | (105,568) | (29,566) |
Convertible notes payable, net | 1,340,000 | 490,000 |
Less discounts for conversion rights, beneficial conversion features, debt issuance costs, and detachable warrants | (798,212) | (253,675) |
Plus amortization of discounts | 443,151 | 121,964 |
Total convertible notes payable, net | $ 984,939 | 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 ($) | May 14, 2020 | 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 | Jun. 30, 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 | 33 months | |||||||||||||||||
Convertible Note 2019 - 03 [Member] | Extended Maturity [Member] | ||||||||||||||||||
Debt instrument, maturity date | Sep. 30, 2020 | |||||||||||||||||
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 | $ 4,190 | |||||||||||||||||
Exchange of convertible notes payable | $ 50,000 | |||||||||||||||||
Debt instrument, amortized period | 36 months | |||||||||||||||||
Convertible Note 2019 - 04 [Member] | Extended Maturity [Member] | ||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||||||||||||||
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] | Extended Maturity [Member] | ||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||||||||||||||
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] | Extended Maturity [Member] | ||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||||||||||||||
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] | Extended Maturity [Member] | ||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||||||||||||||
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] | Extended Maturity [Member] | ||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||||||||||||||
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] | Extended Maturity [Member] | ||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||||||||||||||
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] | Extended Maturity [Member] | ||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||||||||||||||
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] | ||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||
Debt instrument, maturity date | Jun. 1, 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 | |||||||||||||||||
Number of common stock shares issued | 6,250 | |||||||||||||||||
Convertible Note 2020 - 02 [Member] | Extended Maturity [Member] | ||||||||||||||||||
Debt instrument, maturity date | Sep. 1, 2020 | |||||||||||||||||
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 | |||||||||||||||||
Convertible Note 2020 - 03 [Member] | Extended Maturity [Member] | ||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||||||||||||||
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 maturity date, description | This note was fully repaid as of May 14, 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] | Increased Principal as a Consideration for Extension [Member] | ||||||||||||||||||
Convertible notes payable issued | $ 10,000 | |||||||||||||||||
Convertible Note 2020 - 05 [Member] | Extended Maturity [Member] | ||||||||||||||||||
Debt instrument, maturity date | Oct. 31, 2020 | |||||||||||||||||
Convertible Note 2020 - 05 [Member] | Detachable Warrant [Member] | ||||||||||||||||||
Additional discount on convertible note | $ 343,854 | |||||||||||||||||
Convertible Note 2020 - 05 One [Member] | ||||||||||||||||||
Convertible notes payable issued | $ 500,000 | |||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||
Debt instrument, maturity date | May 14, 2021 | |||||||||||||||||
Debt instrument, conversion price | $ 9.75 | |||||||||||||||||
Original issue discount | $ 40,000 | |||||||||||||||||
Exchange of convertible notes payable | $ 460,000 | |||||||||||||||||
Convertible Note 2020 - 05 One [Member] | Shares issued as Commitment Fee [Member] | ||||||||||||||||||
Number of common stock shares issued | 10,000 | |||||||||||||||||
Convertible Note 2020 - 05 One [Member] | Detachable Warrant [Member] | ||||||||||||||||||
Additional discount on convertible note | $ 311,670 |
Convertible Notes Payable - S_3
Convertible Notes Payable - Schedule of Future Maturities of Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Total | $ 1,050,000 | $ 1,050,000 |
Convertible Note Payable [Member] | ||
2021 | 1,445,568 | |
Total | $ 1,445,568 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Derivative liabilities | $ 337,068 | $ 337,068 | ||
Loss on fair value of derivative liabilities | (80,833) | $ (17,385) | (77,166) | $ (17,385) |
Convertible Notes [Member] | ||||
Derivative liabilities | $ 458,977 | $ 458,977 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Fair Value Assumptions Related to Option Issued (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Derivative liabilities | $ 337,068 |
Convertible Note Payable [Member] | Fair Value, Inputs, Level 1 [Member] | |
Derivative liabilities | |
Convertible Note Payable [Member] | Fair Value, Inputs, Level 2 [Member] | |
Derivative liabilities | |
Convertible Note Payable [Member] | Fair Value, Inputs, Level 3 [Member] | |
Derivative liabilities | $ 337,068 |
Convertible Note Payable [Member] | Expected Dividend Yield [Member] | |
Derivative liabilities, measurement input | 0 |
Convertible Note Payable [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative liabilities, measurement input | 0.15 |
Convertible Note Payable [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative liabilities, measurement input | 1.43 |
Convertible Note Payable [Member] | Volatility [Member] | Minimum [Member] | |
Derivative liabilities, measurement input | 175 |
Convertible Note Payable [Member] | Volatility [Member] | Maximum [Member] | |
Derivative liabilities, measurement input | 190 |
Convertible Note Payable [Member] | Expected Term [Member] | |
Derivative liabilities, expected term | 1 year |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jan. 15, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Reverse stock split | 200-for-1 reverse stock split | |||
Sold securities in a self-directed offering, aggregate amount | $ 245,000 | |||
Common stock, shares outstanding | 752,654 | 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 ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Number of shares granted during period | |||
Stock-based compensation expense | $ 156,875 | $ 173,000 | |
Restricted Common Stock [Member] | Directors [Member] | |||
Number of shares granted during period | 11,458 | 11,054 | |
Stock-based compensation expense | $ 37,500 | $ 350,000 | |
Restricted Common Stock [Member] | Consultant [Member] | |||
Number of shares granted during period | 750 | ||
Stock-based compensation expense | $ 16,650 |
Stock Option Plans (Details Nar
Stock Option Plans (Details Narrative) - shares | Dec. 04, 2018 | Feb. 07, 2014 | Jun. 30, 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 | ||||
Number of options expired during period | 26,702 | |||||
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 | |||||
Number of options expired during period | 26,702 | |||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | Employees [Member] | Maximum [Member] | ||||||
Percentage price per share of options granted of fair market value | 100.00% | |||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | 10% Stockholder [Member] | Maximum [Member] | ||||||
Percentage price per share of options granted of fair market value | 110.00% | |||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | Employees, Directors, Advisors and Consultants [Member] | Maximum [Member] | Non-statutory Stock Options and Restricted Stock [Member] | ||||||
Percentage price per share of options granted of fair market value | 100.00% |
Stock Option Plans - Schedule o
Stock Option Plans - Schedule of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 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, Expired | 26,702 | |
Options Outstanding, Ending balance | 175,544 | 202,246 |
Options Exercisable, Ending balance | 168,011 | 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, Expired | ||
Weighted Average Exercise Price, Outstanding, Ending balance | 85.07 | 80.14 |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 86.33 | $ 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 5 months 23 days | 3 years 6 months 7 days |
Weighted Average Remaining Contractual Term in Years, Exercisable, Ending | 3 years 3 months 11 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 | (2,605) | (6,271) |
Non-vested, Options Canceled | (291) | |
Non-vested, Options Outstanding, Ending balance | 7,533 | 10,138 |
Stock Option Plans - Schedule_3
Stock Option Plans - Schedule of Recognized Stock Based Compensation Expense (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Service provider compensation | $ 77,500 | $ 88,750 |
Employee compensation | 79,375 | 84,250 |
Total | $ 156,875 | $ 173,000 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Discount on convertible notes | $ 82,608 | $ 82,608 | |
Stock compensation expense | 156,875 | $ 173,000 | |
Warrant [Member] | |||
Stock compensation expense | $ 150,000 | ||
Warrants expired | 83,604 | 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] | 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 ($) | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Warrants, Outstanding, Beginning balance | 516,748 | 590,340 | ||
Warrants Exercisable, Beginning balance | 516,748 | 590,340 | ||
Warrants, Canceled | ||||
Warrants, Granted | 47,604 | 20,985 | ||
Warrants, Exercised | ||||
Warrants, Expired | (83,604) | (94,577) | ||
Warrants, Outstanding, Ending balance | 480,748 | 480,748 | 516,748 | |
Warrants Exercisable, Ending balance | 480,748 | 480,748 | 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 | $ 22.08 | 22.08 | 24.60 | |
Weighted Average Exercise Price, Exercisable, Ending | $ 22.08 | $ 22.08 | $ 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 5 months 23 days | 1 year 10 months 10 days | ||
Weighted Average Remaining Contractual Term in Years, Ending Exercisable | 2 years 5 months 23 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 | ||||
Directors [Member] | ||||
Warrants, Granted | 34,248 | 12,756 | ||
Weighted Average Exercise Price, Granted | $ 2.25 | $ 6 |
Warrants - Schedule of Fair val
Warrants - Schedule of Fair value of Warrant Valuations (Details) - Warrant [Member] | Jun. 30, 2020 | Dec. 31, 2019 |
Measurement Input, Expected Dividend Rate [Member] | ||
Warrants, measurement input | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Warrants, measurement input | 0.29 | 1.34 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Warrants, measurement input | 1.55 | 2.37 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Warrants, measurement input | 152 | 145 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Warrants, measurement input | 207 | 168 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Warrants term | 2 years | 2 years |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Warrants term | 5 years | 2 years 6 months |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax statutory rate | 21.00% | 21.00% | 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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Net loss (numerator) Basic loss per share, basic | $ (1,700,342) | $ (1,081,694) | $ (2,703,210) | $ (2,217,114) |
Net loss (numerator) Effect of dilutive securities-Common stock options, warrants, and convertible note | ||||
Net loss (numerator) Diluted loss per share, diluted | $ (1,700,342) | $ (1,081,694) | $ (2,703,210) | $ (2,217,114) |
Shares (Denominator) Basic loss per shares, basic | 753,222 | 680,186 | 727,050 | 675,250 |
Shares (Denominator) Effect of dilutive securities-Common stock options, warrants, and convertible note | ||||
Shares (Denominator) Diluted loss per shares, diluted | 753,222 | 680,186 | 727,050 | 675,250 |
Per share amount Basic loss per share, basic | $ (2.26) | $ (1.59) | $ (3.72) | $ (3.28) |
Per share amount Effect of dilutive securities-Common stock options, warrants, and convertible note | ||||
Per share amount Diluted loss per share, diluted | $ (2.26) | $ (1.59) | $ (3.72) | $ (3.28) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Schedule of Shares of Common Stock Equivalents Were Excluded from the Computation of Diluted Net Loss Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Total common stock equivalents excluded from the computation of diluted net loss per share | 1,095,429 | 713,662 |
Common Stock Convertible Notes [Member] | ||
Total common stock equivalents excluded from the computation of diluted net loss per share | 439,137 | 6,250 |
Common Stock Warrants [Member] | ||
Total common stock equivalents excluded from the computation of diluted net loss per share | 480,748 | 504,875 |
Common Stock Options [Member] | ||
Total common stock equivalents excluded from the computation of diluted net loss per share | 175,544 | 202,537 |
Leases (Details Narrative)
Leases (Details Narrative) | Aug. 30, 2019USD ($) | Jan. 31, 2018USD ($)Vehicle | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Aug. 13, 2010 |
Operating lease, right-to-use asset | $ 6,724 | $ 6,724 | $ 12,488 | |||||
ASU No. 2016-02 [Member] | ||||||||
Operating lease, right-to-use asset | 6,724 | 6,724 | ||||||
Operating lease, liabilities | 6,724 | 6,724 | ||||||
Vehicle Lease Arrangement [Member] | ||||||||
Lease, term | 3 years | |||||||
Number of vehicles | Vehicle | 3 | |||||||
Total monthly payment | $ 1,002 | $ 1,619 | ||||||
Lease expense | 3,773 | $ 5,597 | 7,527 | $ 11,556 | ||||
Office Lease [Member] | ||||||||
Lease, term | 45 days | |||||||
Rent expenses | $ 8,989 | $ 9,100 | $ 17,978 | $ 18,199 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 14, 2020 | Aug. 10, 2020 | Aug. 07, 2020 | Jul. 30, 2020 | Jul. 21, 2020 | Jul. 14, 2020 | Mar. 16, 2020 |
Convertible Note 2020 - 05 [Member] | |||||||
Debt instrument interest rate | 10.00% | ||||||
Debt instrument, maturity date | Sep. 16, 2020 | ||||||
Debt instrument, description | fully repaid within 6 months of issuance | ||||||
Debt instrument, convertible, conversion price | $ 4.50 | ||||||
Number of common stock shares issued | 27,777 | ||||||
Convertible notes payable issued | $ 250,000 | ||||||
Convertible Note 2020 - 05 [Member] | Increased Principal as a Consideration for Extension [Member] | |||||||
Convertible notes payable issued | $ 10,000 | ||||||
Subsequent Event [Member] | Notes Payable [Member] | |||||||
Notes Payable | $ 25,000 | ||||||
Debt instrument interest rate | 12.00% | ||||||
Debt instrument, maturity date | Jul. 31, 2020 | ||||||
Debt instrument, description | On July 31, 2020, this note was repaid in full. | ||||||
Subsequent Event [Member] | Convertible Note Payable [Member] | |||||||
Debt instrument interest rate | 8.00% | 12.00% | 8.00% | ||||
Debt instrument, maturity date | Jul. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | ||||
Convertible note payable | $ 100,000 | $ 25,000 | $ 100,000 | ||||
Debt instrument, convertible, conversion price | $ 5 | $ 5 | |||||
Debt, conversion of shares, description | This note and accrued interest may convert into shares of common stock any time at the holder's option at a conversion price of $5.00 per share. The Company may not prepay this note without the prior written consent of the holder. If this note has not been repaid or converted in full on or prior to the maturity date, then repayment of the unpaid principal balance shall be amortized over the following twenty-four (24) months. | The Company has the right to prepay this note without penalty or premium. If this note has not been repaid or converted in full on or prior to the maturity date, then repayment of the unpaid principal balance shall be amortized over the following thirty-three (33) months. | (i) any time at the holder's option at a conversion price of $5.00 per share, or (ii) automatically upon a qualified financing of at least $5 million at a conversion price equal to the lower of $5.00 per share or a 25% discount to the market price. The Company has the right to prepay this note without penalty or premium. If this note has not been repaid or converted in full on or prior to the maturity date, then repayment of the unpaid principal balance shall be amortized over the following thirty-six (36) months. | ||||
Subsequent Event [Member] | Convertible Note Payable [Member] | Increased Principal as a Consideration for Extension [Member] | |||||||
Convertible note payable | $ 10,000 | ||||||
Subsequent Event [Member] | Convertible Note Payable [Member] | Subject to Return, If Fully Paid on October 31,2020 [Member] | |||||||
Debt instrument, maturity date | Oct. 31, 2020 | ||||||
Subsequent Event [Member] | Convertible Note Payable [Member] | Increased Principal as a Consideration for Extension [Member] | |||||||
Debt instrument interest rate | 10.00% | ||||||
Debt instrument, maturity date | Sep. 1, 2020 | ||||||
Convertible note payable | $ 25,000 | ||||||
Number of common stock shares issued | 6,250 | ||||||
Convertible notes payable issued | $ 262,500 | ||||||
Subsequent Event [Member] | Convertible Note Payable [Member] | Common Stock Warrants [Member] | |||||||
Warrants to purchase of common stock shares | 20,000 | 250 | 20,000 | ||||
Warrants, term | 5 years | 5 years | 5 years | ||||
Stock, price per share | $ 7.50 | $ 5 | $ 7.50 | ||||
Subsequent Event [Member] | Convertible Note Payable [Member] | Common Stock Warrants [Member] | |||||||
Warrants to purchase of common stock shares | 20,000 | 20,000 | |||||
Warrants, term | 5 years | 5 years | |||||
Stock, price per share | $ 10 | $ 10 |