Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2016 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | NanoFlex Power Corp |
Entity Central Index Key | 1,571,636 |
Amendment Flag | false |
Document Type | S1 |
Entity Filer Category | Smaller Reporting Company |
Document Period End Date | Sep. 30, 2016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | |||
Cash | $ 41,725 | $ 6,255 | $ 168 |
Accounts receivable | 85,000 | 95,623 | |
Prepaid expenses and other current assets | 11,079 | 854 | 5,519 |
Total current assets | 137,804 | 102,732 | 5,687 |
Property and equipment, net | 8,589 | 13,735 | 13,678 |
Total assets | 146,393 | 116,467 | 19,365 |
Current liabilities: | |||
Accounts payable | 3,011,769 | 3,341,905 | 1,857,911 |
Accounts payable- related party | 1,420 | 62,469 | 48,064 |
Accrued expenses | 1,437,365 | 1,840,537 | 1,958,403 |
Warrant derivative liability | 8,990,943 | 12,796,146 | 847,791 |
Conversion option derivative liability | 3,590,660 | 5,411,187 | |
Short-term debt, net of unamortized discounts | 184,411 | 150,000 | 100,000 |
Short-term debt- related party, net of unamortized discounts | 670,848 | 150,000 | |
Convertible debt, net of unamortized discounts | 1,554,733 | 1,123,818 | 673,389 |
Advances - related party | 350,000 | 110,000 | 428,150 |
Total current liabilities | 19,121,301 | 25,506,910 | 6,063,708 |
Total liabilities | 19,121,301 | 25,506,910 | 6,063,708 |
Stockholders' deficit: | |||
Common stock | 5,919 | 5,148 | 4,431 |
Additional paid-in capital | 188,751,460 | 176,108,887 | 172,139,185 |
Accumulated deficit | (207,732,287) | (201,504,478) | (178,187,959) |
Total stockholders' deficit | (18,974,908) | (25,390,443) | (6,044,343) |
Total liabilities and stockholders' deficit | $ 146,393 | $ 116,467 | $ 19,365 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | |||
Common Stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common Stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, shares issued | 59,196,687 | 51,473,157 | 44,306,278 |
Common stock, shares outstanding | 59,196,687 | 51,473,157 | 44,306,278 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statements of Operations [Abstract] | ||||||
Revenue | $ 85,000 | $ 115,400 | $ 119,998 | |||
Cost of services | (97,829) | (331,710) | (114,947) | |||
Gross profit (loss) | (12,829) | (216,310) | 5,051 | |||
Operating expenses: | ||||||
Research and development | 299,500 | 327,253 | 1,475,847 | 828,002 | 2,325,539 | 1,174,473 |
Patent application and prosecution fees | 649,378 | 321,643 | 1,187,145 | 1,490,657 | 1,724,988 | 2,394,118 |
Selling, general and administrative expenses | 772,508 | 1,281,736 | 2,122,330 | 2,629,669 | 7,018,803 | 2,314,315 |
Total operating expenses | 1,721,386 | 1,930,632 | 4,785,322 | 4,948,328 | 11,069,330 | 5,882,906 |
Loss from operations | (1,734,215) | (1,930,632) | (5,001,632) | (4,948,328) | (11,064,279) | (5,882,906) |
Other income (expenses): | ||||||
Gain (loss) on change in fair value of derivative | (3,274,387) | (8,977,501) | 6,170,172 | (11,418,423) | (10,193,218) | 38,497 |
Loss on extinguishment of debt | (3,756,985) | (150,000) | (150,000) | |||
Interest expense | (760,050) | (747,477) | (3,639,364) | (1,285,476) | (1,909,022) | (80,522) |
Total other income (expense) | (4,034,437) | (9,724,978) | (1,226,177) | (12,853,899) | (12,252,240) | (42,025) |
Net loss | $ (5,768,652) | $ (11,655,610) | $ (6,227,809) | $ (17,802,227) | $ (23,316,519) | $ (5,924,931) |
Net loss per share, basic and diluted | $ (0.10) | $ (0.24) | $ (0.11) | $ (0.38) | $ (0.49) | $ (0.14) |
Weighted average common shares outstanding, basic and diluted | 58,973,457 | 49,488,166 | 57,103,514 | 46,759,780 | 47,893,197 | 43,640,824 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Total | Common Stock | Additional Paid in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2013 | $ (1,445,463) | $ 4,280 | $ 170,813,285 | $ (172,263,028) |
Beginning balance, shares at Dec. 31, 2013 | 42,799,278 | |||
Common stock and warrants issued for cash | 1,883,750 | $ 151 | 1,883,599 | |
Common stock and warrants issued for cash, shares | 1,507,000 | |||
Fair value of warrant derivative liability | (688,614) | (688,614) | ||
Recognition of contingent beneficial conversion feature and warrants | 130,915 | 130,915 | ||
Net loss | (5,924,931) | (5,924,931) | ||
Ending balance at Dec. 31, 2014 | (6,044,343) | $ 4,431 | 172,139,185 | (178,187,959) |
Ending balance, shares at Dec. 31, 2014 | 44,306,278 | |||
Common stock returned and cancelled for issuance of convertible note | (37,644) | $ (7) | (37,637) | |
Common stock returned and cancelled for issuance of convertible note, shares | (75,288) | |||
Common stock and warrants issued for cash | 136,000 | $ 19 | 135,981 | |
Common stock and warrants issued for cash, shares | 186,000 | |||
Common stock issued for services | 350,000 | $ 35 | 349,965 | |
Common stock issued for services, shares | 350,000 | |||
Warrants issued for services | 4,615,154 | 4,615,154 | ||
Warrants exercised for cash | 914,220 | $ 183 | 914,037 | |
Warrants exercised for cash, shares | 1,828,437 | |||
Additional common shares issued related to warrant reset | $ 155 | (155) | ||
Additional common shares issued related to warrant reset, shares | 1,554,500 | |||
Warrants reclassified as derivative liabilities | (76,368) | (76,368) | ||
Warrants issued upon conversion of debt | 494,730 | 494,730 | ||
Convertible debt reclassified as derivative liabilities | (5,743,021) | (5,743,021) | ||
Conversion of debt to common stock and warrants | 1,661,615 | $ 332 | 1,661,283 | |
Conversion of debt to common stock and warrants, shares | 3,323,230 | |||
Beneficial conversion feature and warrants issued with debt | 1,655,369 | 1,655,369 | ||
Options issued for services | 364 | 364 | ||
Net loss | (23,316,519) | (23,316,519) | ||
Ending balance at Dec. 31, 2015 | (25,390,443) | $ 5,148 | $ 176,108,887 | $ (201,504,478) |
Ending balance, shares at Dec. 31, 2015 | 51,473,157 | |||
Net loss | (6,227,809) | |||
Ending balance at Sep. 30, 2016 | $ (18,974,908) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (6,227,809) | $ (17,802,227) | $ (23,316,519) | $ (5,924,931) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation expense | 5,146 | 3,745 | 5,785 | 3,819 |
Warrants issued as compensation | 1,662,364 | 817,049 | 4,615,154 | |
Options issued as compensation | 12,489 | |||
Interest expense of warrants related to conversion of debt | 1,090,759 | 458,743 | 494,730 | |
Amortization of debt discounts | 2,225,077 | 765,006 | 1,292,525 | 4,304 |
Loss on extinguishment of debt | 3,756,985 | 150,000 | 150,000 | |
Warrants issued for interest expense | 6,023 | |||
Derivative warrant issued for services | 544,442 | 230,971 | 1,346,935 | |
(Gain) loss on change in fair value of derivative liabilities | (6,170,172) | 11,418,423 | 10,193,218 | (38,497) |
Common shares issued for services | 350,000 | |||
Stock options issued for services | 364 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | (10,225) | 3,836 | 4,665 | 8,126 |
Accounts receivable | 10,623 | (95,623) | ||
Accounts payable | (330,136) | 1,624,216 | 1,483,994 | 1,168,792 |
Accounts payable - related party | (61,049) | 19,999 | 14,405 | 48,064 |
Accrued expenses | (113,757) | (286,483) | (41,179) | 1,281,651 |
Net cash used in operating activities | (3,599,240) | (2,596,722) | (3,501,546) | (3,448,672) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchases of fixed assets | (5,842) | (10,064) | ||
Net cash used in investing activities | (5,842) | (10,064) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from sale of common shares and warrants | 663,922 | 86,000 | 136,000 | 1,883,750 |
Proceeds from exercise of warrants | 6,288 | 914,218 | 914,220 | |
Borrowings from short-term debt | 300,000 | 50,000 | ||
Proceeds from short-term debt | 50,000 | |||
Borrowings on related party debt | 1,375,000 | 300,000 | 625,000 | 150,000 |
Payments on related party debt | (150,000) | |||
Borrowings on convertible debt | 1,199,500 | 1,657,500 | 2,106,405 | 800,000 |
Advances received from related party | 510,000 | 193,350 | 212,350 | 721,150 |
Advances repaid to related party | (270,000) | (451,500) | (530,500) | (293,000) |
Net cash provided by financing activities | 3,634,710 | 2,749,568 | 3,513,475 | 3,261,900 |
NET INCREASE (DECREASE) IN CASH | 35,470 | 152,846 | 6,087 | (196,836) |
Cash, beginning of the period | 6,255 | 168 | 168 | 197,004 |
Cash, end of the period | 41,725 | 153,014 | 6,255 | 168 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||||
Cash paid for interest | 11,435 | 11,984 | ||
Cash paid for income taxes | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||
Principal and interest converted into common stock | 3,015,500 | 1,457,595 | ||
Debt discount on beneficial conversion feature and warrants issued with convertible debt | 2,056,493 | 1,079,117 | ||
Debt discount due to warrants issued with promissory notes | 1,231,366 | |||
Accrued liabilities settled with common shares and warrants | 67,536 | |||
Reclassification of conversion option as derivative liabilities | 5,743,021 | 5,743,021 | ||
Reclassification of warrants as derivative liabilities | 76,368 | 76,368 | 688,614 | |
Note modified to be convertible note and then converted | 2,050,000 | |||
Accrued interest converted to debt | 50,000 | 50,000 | ||
Issuance of common stock related to PIPE II anti-dilution provision | $ 155 | 155 | ||
Warrants and common shares issued for debt | 1,634,928 | |||
Discount on beneficial conversion feature and warrants issued with debt | 1,655,369 | 130,915 | ||
Warrants and common shares issued for accrued interest | 26,687 | |||
Common stock returned and cancelled for issuance of convertible notes | $ 37,644 |
Background, Basis of Presentati
Background, Basis of Presentation, and Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Background, Basis of Presentation, and Going Concern [Abstract] | ||
BACKGROUND, BASIS OF PRESENTATION, AND GOING CONCERN | 1. BACKGROUND, BASIS OF PRESENTATION, AND GOING CONCERN: Background NanoFlex Power Corporation, formerly known as Universal Technology Systems, Corp., was incorporated in the State of Florida on January 28, 2013. On September 24, 2013, the Company completed the acquisition of Global Photonic Energy Corporation, a Pennsylvania corporation (“GPEC”), pursuant to a Share Exchange Agreement (the “Share Exchange Transaction”). Immediately following the closing of the Share Exchange Transaction, the Company owned 100% of equity interests of GPEC and GPEC became a wholly-owned subsidiary of the Company. On November 25, 2013, the Company changed its name from “Universal Technology Systems, Corp.” to “NanoFlex Power Corporation” and its trading symbol was changed to “OPVS” on December 26, 2013. GPEC was incorporated in Pennsylvania on February 7, 1994. The Company is organized to fund, develop, commercialize and license advanced configuration solar technologies which enable unique thin-film solar cell implementations with industry-leading efficiencies, light weight, flexibility, and low total system cost. These technologies are targeted at certain broad applications, including: (a) mobile and field power generation, (b) building applied photovoltaics ("BAPV"), (c) building integrated photovoltaics ("BIPV"), (d) space vehicles and unmanned aerial vehicles ("UAVs"), (e) semi-transparent solar power generating windows or glazing, and (f) ultra-thin solar films or paints for automobiles or other consumer applications. We believe these technologies have been demonstrated in a laboratory environment with our research partners. The Company is currently taking steps to pursue product development and commercialization on some of these technologies in collaboration with industry partners and potential customers. Basis of Presentation The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures have been or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying consolidated financial statements include normal recurring adjustments that are necessary for a fair presentation of the results for the interim periods presented. These consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2015 included in our Annual Report on Form 10-K. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of results to be expected for the full fiscal year or any other periods. The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make a number of estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results may differ from these estimates. Revision of Previously-Issued Financial Statements During the three months ended June 30, 2016, the Company identified errors in its financial statements for the third and fourth quarters of the fiscal year ended December 31, 2015, and first quarter of the fiscal year ended March 31, 2016, as included in the Company’s 10-Q for the periods ended September 30, 2015 and March 31, 2016, and its 2015 annual report on Form 10-K, related to the accounting for conversion option derivative liabilities. Specifically, the Company accounted for all of its convertible debt instruments assuming that each contained an embedded conversion feature that met the criteria for bifurcation when, in fact, several of the outstanding notes contained embedded conversion features that did not require bifurcation. The Company has made adjustments in each period related to this. The Company assessed the effect of the above errors in the aggregate on prior periods’ financial statements in accordance with the SEC’s Staff Accounting Bulletins No. 99 and 108 and, based on an analysis of quantitative and qualitative factors, determined that the errors were not material to any of the Company’s prior interim and annual financial statements. The Company determined that the correction of the cumulative amounts of the errors would be material to its consolidated financial statements for the three and six months ended June 30, 2016. Therefore, the Company revised its previously-issued financial statements as of December 31, 2015 and for the third and fourth quarters of fiscal 2015 and first quarter of fiscal 2016. The balance sheet as of December 31, 2015 and the statement of operations for the three and nine months ended September 30, 2015 included herein are revised as described below for those adjustments. All financial information contained in the accompanying notes to these financial statements has been revised to reflect the correction of these errors. The following tables present the effect of the aforementioned revisions on the Company’s consolidated balance sheet for the year ended December 31, 2015: As of December 31, 2015 As Reported Revision As Revised Conversion option derivative liability $ 8,145,160 $ (2,733,973 ) $ 5,411,187 Convertible debt, net of unamortized discounts 1,051,545 72,273 1,123,818 Total current liabilities 28,168,610 (2,661,700 ) 25,506,910 Total liabilities 28,168,610 (2,661,700 ) 25,506,910 Accumulated deficit (204,989,355 ) 3,484,877 (201,504,478 ) Additional paid in capital 176,932,064 (823,177 ) 176,108,887 Total stockholders' deficit (28,052,143 ) 2,661,700 (25,390,443 ) The following tables present the effect of the aforementioned revisions on the Company’s consolidated statement of operations for the three and nine months ended September 30, 2015: Three Months Ended September 30, 2015 As Reported Revision As Revised Gain (loss) on change in fair value of derivative $ (10,461,536 ) $ 1,484,035 $ (8,977,501 ) Interest expense (526,378 ) (221,099 ) (747,477 ) Total other expense (10,987,914 ) 1,262,936 (9,724,978 ) Net loss (12,918,546 ) 1,262,936 (11,655,610 ) Net loss per share (basic and diluted) (0.26 ) (0.02 ) (0.24 ) Nine Months Ended September 30, 2015 As Reported Revision As Revised Gain (loss) on change in fair value of derivative $ (12,902,458 ) $ 1,484,035 $ (11,418,423 ) Interest expense (1,064,377 ) (221,099 ) (1,285,476 ) Total other expense (14,116,835 ) 1,262,936 (12,853,899 ) Net loss (19,065,163 ) 1,262,936 (17,802,227 ) Net loss per share (basic and diluted) (0.41 ) (0.03 ) (0.38 ) These revisions to the consolidated statements of cash flows for the nine months ended September 30, 2015 did not result in any changes to the amounts previously reported for net cash from (used in) operating, investing and financing activities. Going Concern The Company has generated limited revenue to date. The Company has a working capital deficit of $18,983,497 and an accumulated deficit of $207,732,287 as of September 30, 2016. The ability of the Company to continue as a going concern is dependent on raising capital to fund ongoing operations and carry out its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. To date, the Company has funded its initial operations primarily by way of the sale of equity securities, convertible note financing, short term financing from private parties, and advances from related parties. Fair Value ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services. Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. As of September 30, 2016 the significant inputs to the Company’s derivative liability calculation were Level 3 inputs. The following schedule summarizes the valuation of financial instruments at fair value in the balance sheets as of September 30, 2016 and December 31, 2015: Fair Value Measurements as of Level 1 Level 2 Level 3 Assets None $ $ $ Total assets - - - Liabilities Warrant derivative liability - - 8,990,943 Conversion option derivative liability - - 3,590,660 Total liabilities $ - $ - $ 12,581,603 Fair Value Measurements as of Level 1 Level 2 Level 3 Assets None $ $ $ Total assets - - - Liabilities Warrant derivative liability - - 12,796,146 Conversion option derivative liability - - 5,411,187 Total liabilities $ - $ - $ 18,207,333 The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy: Significant Unobservable Significant Unobservable Inputs Inputs (Level 3) (Level 3) Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Beginning balance $ 9,307,216 $ 3,596,052 $ 18,207,333 $ 847,791 Change in fair value 3,274,387 8,977,501 (6,170,172 ) 11,418,423 Additions reclassified from equity - 5,743,021 - 5,819,389 Additions recognized as compensation expense - - 544,442 230,971 Ending balance $ 12,581,603 $ 18,316,574 $ 12,581,603 $ 18,316,574 | Note 1: Background, Basis of Presentation Background NanoFlex Power Corporation, formerly known as Universal Technology Systems, Corp., was incorporated in the State of Florida on January 28, 2013. On September 24, 2013, the Company completed the acquisition of Global Photonic Energy Corporation, a Pennsylvania corporation (“GPEC”), pursuant to a Share Exchange Agreement (the “Share Exchange Transaction”). Immediately following the closing of the Share Exchange Transaction, the Company owned 100% of equity interests of GPEC and GPEC became a wholly-owned subsidiary of the Company. On November 25, 2013, the Company changed its name from “Universal Technology Systems, Corp.” to “NanoFlex Power Corporation” and its trading symbol was changed to “OPVS” on December 26, 2013. GPEC was founded and incorporated on February 7, 1994 and is engaged in the research, development, and commercialization of advanced configuration solar technologies. The Company’s sponsored research programs at the University of Southern California (“USC”), the University of Michigan (“Michigan”), and Princeton University have resulted in an extensive portfolio of issued and pending patents worldwide. Pursuant to its sponsored research agreements, NanoFlex has obtained the exclusive worldwide license and right to sublicense any and all intellectual property resulting from the Company’s sponsored research programs. While each patent is issued in the name of the respective university that developed the subject technology, NanoFlex has exclusive commercial license rights to all of the patents and their attendant technologies and the patents are referred to herein as being NanoFlex’s patents. These patented and patent-pending technologies fall into two general categories. Gallium Arsenide (GaAs) solar technologies involve fabrication processes and device architectures to substantially reduce the cost of ultra-high efficiency GaAs thin films. Organic Photovoltaics (OPV) technologies involve the materials, architectures, and fabrication processes for ultra-thin film semi-transparent solar cells. The technologies are targeted at, but not limited to, certain broad applications that require high power conversion efficiency, flexibility, and light weight. These applications include, but are not limited to: (a) portable power mats and sheets for military and field use, (b) building applied photovoltaics (“BAPV”), (c) building integrated photovoltaics (“BIPV”), (d) space vehicles and unmanned aerial vehicles (“UAVs”), (e) semi-transparent solar power generating glazing or windows, and (f) ultra-thin solar films for consumer applications such as mobile devices or automobiles. Laboratory feasibility prototypes have been developed by the engineering team at University of Michigan that successfully demonstrate key building block principles for these technology application areas and the Company is working with industry partners to commercialize its technologies. Basis of Presentation The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, income taxes, inventory, long lived assets and contingencies. These estimates are based on management’s best knowledge of current events, historical experience, actions that we may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results could differ materially from these estimates and assumptions. Revision of Previously-Issued Financial Statements 2014 During the three months ended June 30, 2015, the Company identified errors in its financial statements for the last quarter of the fiscal year ended December 31, 2013, all quarters of fiscal year ended December 31, 2014, and the first quarter of fiscal year ended December 31, 2015 as included in the Company’s 2013 annual report on Form 10-K, the Company’s 2014 interim reports on Form 10-Q, the Company’s 2014 annual report on Form 10-K, and Company’s first quarter of 2015 interim reports on Form 10-Q, respectively, related to an unrecorded derivative liability and the related gain or loss on the change in fair value of the derivative liability. The derivative liability is associated with certain warrants containing anti-dilution features that cause the instruments to no longer be indexed to the Company’s own stock. The Company has made adjustments in each period related to this. The Company assessed the effect of the above errors in the aggregate on prior periods’ financial statements in accordance with the SEC’s Staff Accounting Bulletins No. 99 and 108 and, based on an analysis of quantitative and qualitative factors, determined that the errors were not material to any of the Company’s prior interim and annual financial statements. The Company determined that the correction of the cumulative amounts of the errors would be material to the year ended December 31, 2015 financial statements, and as such, the Company revised its previously-issued financial statements for each period in 2013, 2014 and 2015. The financial statements for the year ended December 31, 2014 included herein are revised as described below for those adjustments. All financial information contained in the accompanying notes to these financial statements has been revised to reflect the correction of these errors. The following table presents the effect of the aforementioned revision on the Company’s consolidated balance sheet as of December 31, 2014: As of December 31, 2014 As Reported Revision As Revised Warrant liability $ - $ 847,791 $ 847,791 Total current liabilities 5,215,917 847,791 6,063,708 Total liabilities 5,215,917 847,791 6,063,708 Accumulated deficit (178,226,456 ) 38,497 (178,187,959 ) Additional paid in capital 173,025,473 (886,288 ) 172,139,185 Total stockholders' deficit (5,196,552 ) (847,791 ) (6,044,343 ) Total liabilities and stockholders' deficit 19,365 - 19,365 The following tables present the effect of the aforementioned revisions on the Company’s consolidated statements of operations for the year ended December 31, 2014: Year Ended December 31, 2014 As Reported Revision As Revised Gain (loss) on change in fair value of derivative $ - $ 38,497 $ 38,497 Total other expense (80,522 ) 38,497 (42,025 ) Loss before income tax benefit (5,963,428 ) 38,497 (5,924,931 ) Net loss (5,963,428 ) 38,497 (5,924,931 ) Net loss per share (basic and diluted) (0.14 ) (0.00 ) (0.14 ) The following tables present the effect of the aforementioned revisions on the Company’s consolidated statements of cash flows for the year ended December 31, 2014: Year Ended December 31, 2014 As Reported Revision As Revised Cash flows from operating activities: Net loss $ (5,963,428 ) $ 38,497 $ (5,924,931 ) Adjustments to reconcile net loss to net cash used in operating activities: (Gain) loss on change in fair value of derivative - (38,497 ) (38,497 ) NON-CASH INVESTING AND FINANCING ACTIVITIES Reclassification of warrants as derivative liabilities - 688,614 688,614 Revision of Previously-Issued Financial Statements 2015 During the three months ended June 30, 2016, the Company identified errors in its financial statements for the third and fourth quarters of the fiscal year ended December 31, 2015, and first quarter of the fiscal year ended March 31, 2016, as included in the Company’s 10-Q for the periods ended September 30, 2015 and March 31, 2016, and its 2015 annual report on Form 10-K, related to the accounting for conversion option derivative liabilities. Specifically, the Company accounted for all of its convertible debt instruments assuming that each contained an embedded conversion feature that met the criteria for bifurcation when, in fact, several of the outstanding notes contained embedded conversion features that did not require bifurcation. The Company has made adjustments in each period related to this. The Company assessed the effect of the above errors in the aggregate on prior periods’ financial statements in accordance with the SEC’s Staff Accounting Bulletins No. 99 and 108 and, based on an analysis of quantitative and qualitative factors, determined that the errors were not material to any of the Company’s prior interim and annual financial statements. The Company determined that the correction of the cumulative amounts of the errors would be material to its consolidated financial statements for the three and six months ended June 30, 2016. Therefore, the Company revised its previously-issued financial statements as of December 31, 2015 and for the third and fourth quarters of fiscal 2015 and first quarter of fiscal 2016. The balance sheet as of December 31, 2015 and the statement of operations for the year ended December 31, 2015 included herein are revised as described below for those adjustments. All financial information contained in the accompanying notes to these financial statements has been revised to reflect the correction of these errors. The following tables present the effect of the aforementioned revisions on the Company’s consolidated balance sheet for the year ended December 31, 2015: As of December 31, 2015 As Reported Revision As Revised Conversion option derivative liability $ 8,145,160 $ (2,733,973 ) $ 5,411,187 Convertible debt, net of unamortized discounts 1,051,545 72,273 1,123,818 Total current liabilities 28,168,610 (2,661,700 ) 25,506,910 Total liabilities 28,168,610 (2,661,700 ) 25,506,910 Accumulated deficit (204,989,355 ) 3,484,877 (201,504,478 ) Additional paid in capital 176,932,064 (823,177 ) 176,108,887 Total stockholders' deficit (28,052,143 ) 2,661,700 (25,390,443 ) The following tables present the effect of the aforementioned revisions on the Company’s consolidated statement of operations for the year ended December 31, 2015: Year Ended December 31, 2015 As Reported Revision As Revised Loss on change in fair value of derivative $ (13,901,957 ) $ 3,708,739 $ (10,193,218 ) Interest expense (1,685,160 ) (223,862 ) (1,909,022 ) Total other expense (15,737,117 ) 3,484,877 (12,252,240 ) Net loss (26,801,396 ) 3,484,877 (23,316,519 ) Net loss per share (basic and diluted) (0.56 ) (0.07 ) (0.49 ) These revisions to the consolidated statements of cash flows for the nine months ended December 31, 2015 did not result in any changes to the amounts previously reported for net cash from (used in) operating, investing and financing activities. Sponsored Research Agreement Research and development of the Technology is being conducted at the University of Southern California (“USC”) and, on a subcontractor basis, at the University of Michigan, beginning 2006 and currently under a 5-year Sponsored Research Agreement dated May 1, 2009. During this period, the Company has agreed to pay USC up to $6,338,341 for work to be performed. On December 20, 2013, the Company entered into a Research Agreement with USC (“2013 Research Agreement”) to amend and replace the 2009 Research Agreement to continue the sponsored research at USC and Michigan from February 1, 2014 through January 31, 2021. On the same day, they have also entered into a Third Amendment to the License Agreement which renews and extends the License Agreement by and between USC, Michigan, Princeton and GPEC (“Third Amendment to License Agreement”). GPEC assigned to the Company and the Company assumed all the rights and obligations under both the 2013 Research Agreement and the Third Amendment to License Agreement. License Agreement The Company possesses an exclusive worldwide license and the right to sublicense any and all inventions and intellectual property resulting from the Company’s research agreements. Royalties due under the agreement are 5% of net sales of licensed products or licensed processes used, leased or sold by the Company, 3% of revenues from sublicensing technology and 23% of revenues from any patent rights lawsuit proceeds. Minimum royalties are as follows: Years ending December 31, 2016 50,000 2017 65,000 2018 75,000 2019 100,000 2020 100,000 2021 and thereafter 100,000 |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Going Concern [Abstract] | |
Going Concern | Note 2: Going Concern The Company has only generated limited revenues to date. The Company has a working capital deficit of $25,404,178 and an accumulated deficit of $201,504,478 as of December 31, 2015. The ability of the Company to continue as a going concern is dependent on raising capital to fund ongoing operations and carry out its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. To date, the Company has funded its initial operations primarily by way of the sale of equity securities, convertible note financing, short term financing from private parties, and advances from related parties. The Company currently needs to raise additional capital in order to maintain its sponsored research agreements, its patent portfolio, research and development activities and efforts to commercialize its technologies, as well as to make payments on existing liabilities. The Company is continuing to raise capital, as it did during the year ended December 31, 2015, in order to continue the Company’s business operations. The Company currently requires approximately $6 million to $8 million to continue its operations over the next twelve months. There can be no assurance that the Company will be able to continue to raise sufficient capital or that it will be available on terms that are acceptable to the Company and its shareholders. The Company’s management is also actively seeking strategic partners for licensing and/or joint development of Company technologies as well as prioritizing our current IP portfolio to identify opportunities for cost reduction. The Company’s management is also seeking to reduce costs. There can be no assurance that the Company’s management will be successful in its planned efforts, and a failure to do so may lead to the Company being unable to continue its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3: Summary of Significant Accounting Policies Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. Intercompany transactions and balances are eliminated at consolidation. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. Accounts Receivable Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collection. Management reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible. The Company reserves for receivables that are determined to be uncollectible, if any, in its allowance for doubtful accounts. After the Company has exhausted all collection efforts, the outstanding receivable is written off against the allowance. Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to eight years. Impairment of Long-lived Assets The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value. Stock-Based Compensation We account for stock based compensation in accordance with FASB ASC 718 which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. We account for non-employee share-based awards in accordance with FASB ASC 505-50. Use of Estimates The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect certain reported amounts and disclosures in the financial statements and accompanying notes. The significant estimates relate useful lives of software licenses, valuation of beneficial conversion feature on convertible debts, valuation of warrants and stock options, and valuation allowance for deferred income taxes. Actual results could differ from those estimates. Concentration of Credit Risk and Significant Customers Cash is maintained in bank accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash. All of the Company’s revenue and accounts receivable are currently earned from one customer. Revenue Recognition The Company recognizes revenue from its services when it is probable that the economic benefits associated with the transactions will flow to the Company and the amount of revenue can be measured reliably. This is normally demonstrated when: (i) persuasive evidence of an arrangement exists; (ii) the fee is fixed or determinable; (iii) performance of service has been delivered; and (iv) collection is reasonably assured. Revenue from our joint development agreements are recognized as services are provided and are limited to the total dollar amount specified in the agreement. R&D engineering services, through joint development agreements are a core component of NanoFlex’s operations and business model, since they are a necessary prerequisite to obtaining IP licensing agreements with customers. As such, R&D engineering services are expected to be a sustained revenue stream for NanoFlex as it works with additional customers and the services constitute a portion of the Company's ongoing central operations. The terms of the joint development agreement require the counterparty to pay Nanoflex up to $120,000 for the Company’s engineering related expenses upon successful completion of a proof of concept. Terms of the invoices are net 30 days. As of December 31, 2015, the Company has entered into one joint development agreement. Research and Development Research and development costs are expensed in the period they are incurred in accordance with ASC 730, Research and Development unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned. At December 31, 2015 and 2014, the Company had no deferred development costs. Fair Value of Financial Instruments The carrying value of short-term financial instruments, including cash, accounts receivable, accounts payable and accrued expenses, and short-term borrowings approximate fair value due to the relatively short period to maturity for these instruments. The long-term borrowings approximate fair value since the related rates of interest approximates current market rates. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. We have net operating loss carry-forwards available to reduce future taxable income. Future tax benefits for these net operating loss carry-forwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established. We recognize and measure benefits for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that is it more likely than not that the tax positions will be sustained upon audit, including resolution of any related appeals or litigation processes. For tax positions that are more likely than not to be sustained upon audit, the second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. Significant judgment is required to evaluate uncertain tax positions. Evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of tax audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in income tax expense in the period in which the change is made, which could have a material impact our effective tax position. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Note 4: Fair Value of Financial Instruments ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services. Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. As of December 31, 2015 the significant inputs to the Company’s derivative liability calculation were Level 3 inputs. The following schedule summarizes the valuation of financial instruments at fair value in the balance sheets as of December 31, 2015 and December 31, 2014: Fair Value Measurements as of Level 1 Level 2 Level 3 Assets None $ $ $ Total assets - - - Liabilities Warrant derivative liability - - 12,796,146 Conversion option derivative liability - - 5,411,187 Total liabilities - - 18,207,333 Fair Value Measurements as of December 31, 2014 Level 1 Level 2 Level 3 Assets None $ $ $ Total assets - - - Liabilities Warrant derivative liability - - 847,791 Conversion option derivative liability - - - Total liabilities - - 847,791 The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy: Significant Unobservable Inputs (Level 3) Year Ended December 31, 2015 2014 Beginning balance 847,791 197,674 Change in fair value 10,193,218 (38,497 ) Additions reclassified from equity 5,819,389 - Additions recognized as debt discounts - 688,614 Additions recognized as compensation expense 1,346,935 - Ending balance 18,207,333 847,791 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | Note 5: Recent Accounting Pronouncements In the quarter ended June 30, 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. ASU 2015-03 is not expected to have a material impact on the Company’s consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments. This ASU 2015-16 simplifies the treatment of adjustments to provisional amounts recognized in the period for items in a business combination for which the accounting is incomplete at the end of the reporting period. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015. As this applies to future business combinations, the adoption of this ASU has no impact on the Company’s current consolidated financial position, results of operations or cash flows. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 470): Balance Sheet Classification of Deferred Taxes. The amendments in ASU 2015-17 eliminate the requirement to bifurcate deferred taxes between current and non-current on the balance sheet and requires that deferred tax liabilities and assets be classified as noncurrent on the balance sheet. The amendments for ASU-2015-17 can be either applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented and early adoption is permitted. The Company is currently evaluating the effect of adoption of this standard, if any, on its consolidated financial position, results of operations or cash flows. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption is not permitted. The Company is currently evaluating the effect its adoption of this standard, if any, on our consolidated financial position, results of operations or cash flows. On February 25, 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) which includes a lessee accounting model that recognizes two types of leases - finance leases and operating leases. The standard requires that a lessee recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. New disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases are also required. These disclosures include qualitative and quantitative requirements, providing information about the amounts recorded in the financial statements. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the effect its adoption of this standard, if any, on our consolidated financial position, results of operations or cash flows. |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt [Abstract] | ||
Debt | 2. DEBT Notes Payable The Company has a note payable of $100,000 due to its former Chief Executive Officer and President. The note is due on demand and bears an interest rate at the minimum applicable rate for loans of similar duration, which was 0.5% as of September 30, 2016. During the year ended December 31, 2015, the Company issued a promissory note of $50,000. The term of the note expires 120 days from the effective date. 100,000 cashless warrants for the Company’s common shares were issued with the debt at a strike price of $0.50/share in lieu of cash interest.. The relative fair value of the warrants of $45,243 was recognized as a debt discount which is being amortized on a straight-line basis over the term of the note. The Company recognized interest expense of $45,243 associated with the amortization of debt discount for the year ended December 31, 2015. On May 12, 2016, this note was forgiven in exchange for a new convertible note that bears interest of 8% per annum, a maturity date of one year and is convertible into units at $0.50 per unit, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $0.50 per share, subject to certain anti-dilution provisions. This modification qualifies as an extinguishment of debt. The fair value of 50,000 warrants issued in connection with the modification which have a term of 5 years and are exercisable at $0.50 per share resulted in a loss on extinguishment of debt of $44,044. The modified note also gave rise to a beneficial conversion feature of $37,584 which is recognized as additional paid in capital and a corresponding debt discount. All debt discounts are being recognized on a straight-line basis over the term of the note. The note also contains an additional warrant expense of $12,415 associated with the warrants that are to be issued upon conversion, which is to be recognized only upon conversion. During the three months ended September 30, 2016, the Company issued a promissory note of $300,000. The term of the note expires one year from the effective date and has an interest rate of 10%. 600,000 cashless warrants for the Company’s common shares were issued with the debt at a strike price of $0.50/share in lieu of cash interest. The relative fair value of the warrants of $235,188 was recognized as a debt discount which is being amortized on a straight-line basis over the term of the note. The Company recognized interest expense of $19,599 associated with the amortization of debt discount for the three and nine months ended September 30, 2016. As of September 30, 2016 and December 31, 2015, the aggregate outstanding balance of non-convertible notes payable was $400,000 and $150,000, respectively. Notes Payable – Related Party On February 26, 2014, the Company borrowed $150,000 under a short term note agreement with a related party, the Chief Executive Officer’s son. Under the terms of this agreement, the note was to be repaid within 6 months of funding. In November 2014, the note agreement was amended to extend the due date to February 26, 2015, and in April of 2015, the note agreement was amended to extend the maturity date to February 26, 2016 and set a 4% simple interest rate on the note. This note was paid in full in January of 2016 along with $509 of accrued interest. In 2015, the Company issued promissory notes to a majority shareholder in aggregate of $625,000 (“Notes #1 to #4”). The notes have a term ranging from 120 – 150 days from the effective date. 1,250,000 cashless warrants for the Company’s common shares were issued with the debt at a strike price of $0.50/share in lieu of cash interest. On January 6, 2016, the Company issued an additional promissory note to the same majority shareholder in the amount of $1,375,000 in exchange for a loan in that amount (“Note #5). The Company issued 2,750,000 warrants in connection with this Note #5, for the Company’s common stock at an exercise price of $0.50 per share. The total relative fair value of the warrants of $996,178 was recognized as a debt discount which is being amortized on a straight-line basis over the term of the notes. Notes #1 to #4 and Note #5 shall be collectively referred to herein as the “$2M Notes.” On January 22, 2016, the Company entered into a Note Conversion Agreement (the “Conversion Agreement”) with the holder of the $2 million notes. Pursuant to the Conversion Agreement, the investor converted the $2 million notes, which totaled $2,000,000, into an investment of $2,000,000 into the Company’s private placement of convertible notes and warrants. This extinguishment of the $2 million notes resulted in a loss on extinguishment of debt of $3,163,303 which included an unamortized discount of $926,382 and $2,236,921 representing the fair value of 2,000,000 warrants issued in connection with the Note Conversion Agreement. Additionally, the Company recognized a beneficial conversion feature of $1,100,735 in accordance with the provisions of ASC 470-20 “ Debt – Debt with Conversion and Other Options” On January 25, 2016, the investor converted the convertible note and accrued interest into 4,320,000 shares of the Company’s common stock and a warrant to purchase 4,320,000 shares of the Company’s common stock with a ten year term and an exercise price of $0.50 per share. Of the 4,320,000 shares of common stock, 320,000 shares represent interest paid on the convertible note pursuant to the terms of the conversion agreement in the amount of $160,000. Upon conversion, the Company accelerated the recognition of all remaining debt discount and also recognized an additional interest expense of $899,265 associated with the warrants that were issued upon conversion. This contingent beneficial conversion feature was immediately recognized as interest expense with an offset to additional paid-in-capital. As of September 30, 2016 and December 31, 2015, the aggregate outstanding balance of notes payable to related parties was $0 and $670,848, respectively, net of unamortized discounts of $0 and $104,152, respectively. Advances – Related Party During the three and nine months ended September 30, 2016, the Company received advances from its Chief Executive Officer totaling $0 and $510,000, respectively, and repaid advances totaling $150,000 and $270,000, respectively. As of September 30, 2016 and December 31, 2015, the aggregate outstanding balance of advances to related parties was $350,000 and $110,000, respectively. Convertible Notes Payable In addition to the $2,000,000 convertible note described above in the Notes Payable-Related Party section, on March 7, 2016, the Company received proceeds of $80,000 in exchange for a convertible note and the issuance of 80,000 warrants with a five year life and an exercise price of $0.50 per share. The convertible note has a principal amount of $80,000, interest of 8% per annum, a maturity date of one year and is convertible into 160,000 units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $0.50 per share, subject to certain anti-dilution provisions. The relative fair value of the 80,000 warrants issued with the debt was determined to be $38,205 and was recognized as a discount to the debt. This note also gave rise to a beneficial conversion feature of $22,290 which is recognized as additional-paid-in capital and a corresponding debt discount. All debt discounts are being recognized on a straight-line basis over the term of the note. The note also contains an additional warrant expense of $19,505 associated with the warrants that are to be issued upon conversion, which is to be recognized only upon conversion. From April 18, 2016 through June 30, 2016, the Company received additional aggregate proceeds of $375,000 in exchange for eight convertible notes and the issuance of 375,000 warrants with a five year life and exercise price of $0.50 per share. The convertible notes have an aggregate principal amount of $375,000, interest of 8% per annum, a maturity date of one year and are convertible into an aggregate of 750,000 units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $0.50 per share, subject to certain anti-dilution provisions. The aggregate relative fair value of the 375,000 warrants issued with the debt was determined to be $158,423 and was recognized as a discount to the debt. These notes also gave rise to a beneficial conversion feature of $116,129 which is recognized as additional paid in capital and a corresponding debt discount. All debt discounts are being recognized on a straight-line basis over the term of the note. The note also contains an additional warrant expense of $100,449 associated with the warrants that are to be issued upon conversion, which is to be recognized only upon conversion. On July 13, 2016, the Company entered into a note purchase agreement with an investor pursuant to which an investor purchased a promissory note from the Company and received 500,000 warrants with a seven year life and exercise price of $0.50 per share in exchange for $500,000. The promissory note had a clause that automatically modified it 30 days after issuance (on August 12, 2016) into a convertible note. The convertible note has a principal amount of $500,000, includes the issuance of 500,000 additional warrants, interest of 8% per annum, a maturity date of one year and is convertible into 1,000,000 units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $0.50 per share, subject to certain anti-dilution provisions. The relative fair value of the 500,000 warrants issued on July 13, 2016 was $161,010. The relative fair value of the 500,000 warrants issued on August 12, 2016 was $117,377. The total of $278,386 was recognized as a discount to the debt. This note also gave rise to a beneficial conversion feature of $123,233 which is recognized as additional paid in capital and a corresponding debt discount. All debt discounts are being recognized on a straight-line basis over the term of the note. The note also contains an additional warrant expense of $98,381 associated with the warrants that are to be issued upon conversion, which is to be recognized only upon conversion. From July 6, 2016 through September 30, 2016, the Company received additional aggregate proceeds of $244,500 in exchange for 12 convertible notes and the issuance of 244,500 warrants with a five year life and exercise price of $0.50 per share. The convertible notes have an aggregate principal amount of $244,500, interest of 8% per annum, a maturity date of one year and are convertible into an aggregate of 489,000 units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $0.50 per share, subject to certain anti-dilution provisions. The aggregate relative fair value of the 244,500 warrants issued with the debt was determined to be $102,835 and was recognized as a discount to the debt. These notes also gave rise to a beneficial conversion feature of $78,673 which is recognized as additional paid in capital and a corresponding debt discount. All debt discounts are being recognized on a straight-line basis over the term of the note. The note also contains an additional warrant expense of $62,992 associated with the warrants that are to be issued upon conversion, which is to be recognized only upon conversion. During the three months ended March 31, 2016, the full principal balances of certain notes of $30,000 with accrued interest of $790 were converted pursuant to the terms of the notes into 61,578 shares of the Company’s common stock and 61,578 warrants to purchase common stock. Upon conversion, the Company accelerated the recognition of all remaining debt discount and also recognized interest expense of $3,787 associated with the warrants that were issued upon conversion. This additional warrant expense was immediately recognized as interest expense with an offset to additional paid-in-capital. During the three months ended June 30, 2016, the full principal balances of certain notes totaling $267,144 with accrued interest of $21,371 were converted pursuant to the terms of the notes into 577,031 shares of the Company’s common stock and 577,031 warrants to purchase common stock. Upon conversion, the Company accelerated the recognition of all remaining debt discount and also recognized additional interest expense of $56,197 associated with the warrants that were issued upon exercise. This additional warrant expense was immediately recognized as interest expense with an offset to additional paid-in-capital. During the three months ended September 30, 2016, the full principal balances of certain notes totaling $496,477 with accrued interest of $39,718 were converted pursuant to the terms of the notes into 1,072,390 shares of the Company’s common stock and 1,072,390 warrants to purchase common stock. Upon conversion, the Company accelerated the recognition of all remaining debt discount and also recognized additional interest expense of $131,510 associated with the warrants that were issued upon conversion. This additional warrant expense was immediately recognized as interest expense with an offset to additional paid-in-capital. Aggregate amortization of the discounts on the convertible notes for the nine months ended September 30, 2016 and 2015 was $2,030,827 and $626,187, respectively. As of September 30, 2016 and December 31, 2015, the aggregate outstanding balance of convertible notes payable was $1,339,144 and $1,123,818, respectively, net of unamortized discounts of $625,856 and $561,728, respectively. Derivative Liabilities - Convertible Notes As of September 30, 2016, the fair value of the outstanding convertible note derivatives was determined to be $3,590,660 and recognized a gain of $1,820,527. There were no new convertible note derivatives that arose during the three or nine months ended September 30, 2016. Accounts Payable - Related Party As of September 30, 2016 and December 31, 2015, there is $1,420 and $62,469, respectively, due to a related party, the Company’s Chief Financial Officer, which is non-interest bearing and due on demand. | Note 6: Debt Notes Payable The Company has a note payable due to Mr. Seligsohn, its former Chief Executive Officer and President. The note is due on demand and bears an interest rate at the minimum applicable rate for loans of similar duration, which was 0.5% as of December 31, 2015. As of December 31, 2015, the outstanding balance under this note is $100,000. During the year ended December 31, 2015, the Company issued a promissory note of $50,000. The term of the note expires 120 days from the effective date. 100,000 cashless warrants for the Company’s common shares were issued with the debt at a strike price of $0.50/share in lieu of cash interest. As of December 31, 2015, the outstanding balance under these notes is $50,000. The relative fair value assigned to the warrants is $45,242, which was recognized as a debt discount and is being amortized on a straight-line basis over the term of the note. The Company recognized interest expense of $45,242 associated with the amortization of debt discount for the year ended December 31, 2015. As of December 31, 2015 and 2014, the aggregate outstanding balance of notes payable was $150,000 and $100,000, respectively. Notes Payable – Related Party On February 26, 2014, the Company borrowed $150,000 under a short term note agreement with a related party, the Chief Executive Officer’s son. Under the terms of this agreement, the note was to be repaid within 6 months of funding. In November 2014, the note agreement was amended to extend the due date to February 26, 2015, and in April of 2015, the note agreement was amended to extend the maturity date to February 26, 2016 and set a 4% simple interest rate on the note. As of December 31, 2015 and 2014, $509 and $22,784, respectively was recorded as accrued interest relating to this note. This note is currently past due and in default. The Company is in the process of renegotiating the terms of this agreement. During the year ended December 31, 2015, the Company issued promissory notes to a majority shareholder in aggregate of $625,000. The notes have a term ranging from 120 – 150 days from the effective date. 1,250,000 cashless warrants for the Company’s common shares were issued with the debt at a strike price of $0.50/share in lieu of cash interest. As of December 31, 2015, the outstanding balance under these notes is $625,000. The relative fair value of the warrants of $418,332 was recognized as a debt discount which is being amortized on a straight-line basis over the term of the note. The Company recognized interest expense of $314,180 associated with the amortization of debt discount for the year ended December 31, 2015. As of December 31, 2015 and 2014, the aggregate outstanding balance of notes payable to related parties was $670,848 and $150,000, respectively, net of unamortized discounts of $104,152 and $0. Advances – Related Party During the year ended December 31, 2014, the Company received advances from its Chief Executive Officer totaling $721,150 and repaid advances totaling $293,000. Such advances do not accrue interest and are payable upon demand. During the year ended December 31, 2015, the Company received advances from its Chief Executive Officer totaling $212,350, and repaid advances totaling $530,500. Such advances are payable upon demand and do not accrue interest. The Company paid interest of $7,989 during the year ended December 31, 2015. As of December 31, 2015 and 2014, the aggregate outstanding balance of advances to related parties was $110,000 and $428,150, respectively. Convertible Notes Payable In July 2014, the Company borrowed $500,000 under two short term note agreements of $250,000 each. Under the terms of each agreement, the principal balance of $250,000 and interest of $16,500 was due to be repaid within 4 months of the date of the note. These agreements were amended on February 23, 2015 to extend the due date to July 21, 2015 and increase the interest amount to $25,000. The Company analyzed the amendment of the note under ASC 470 and concluded that the amendment did not qualify as a substantial modification. The agreements allow the holder to convert all or a portion of the principal and accrued interest into equity as a conversion rate of $1.25. On June 30, 2015, these notes and accrued interest of $50,000 were exchanged for two new convertible note agreements for $350,000 each and the issuance of 700,000 warrants with a five year life and an exercise price of $0.50 per share. The convertible note each have a principal amount of $350,000, interest of 8% per annum, a maturity date of June 30, 2016 and are convertible into 700,000 units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $0.50 per share, subject to certain anti-dilution provisions. The Company analyzed the amendment of the note under ASC 470 and concluded that the exchange gave rise to a debt extinguishment, which resulted in a loss on extinguishment of $150,000. The Company allocated the new proceeds to the warrants and the convertible debt based on their relative fair values, then, computed the effective conversion price of each instrument, noting that the convertible debt gave rise to a beneficial conversion feature in accordance with the provisions of ASC 470-20 “ Debt - Debt with Conversion and Other Options.” On December 19, 2014, the Company received aggregate proceeds of $300,000 in exchange for a convertible note and the issuance of 200,000 warrants with a five year life and an exercise price of $2.50 per share. The convertible note has a principal amount of $300,000, interest of 8% per annum, a maturity date of December 19, 2015, and is convertible into 300,000 units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $1 per share, subject to certain anti-dilution provisions. The Company allocated the proceeds to the warrants and the convertible debt based on their relative fair values, then computed the effective conversion price of each instrument, noting that the convertible debt gave rise to a beneficial conversion feature in accordance with the provisions of ASC 470-20 “ Debt - Debt with Conversion and Other Options.” In March 2015, the Company received aggregate proceeds of $700,000 in exchange for convertible notes and the issuance of 466,667 warrants with a five year life and an exercise price of $2.50 per share. The convertible notes have a principal amount of $700,000, interest of 8% per annum, a maturity date of March 2016 and are convertible into 700,000 units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $1 per share, subject to certain anti-dilution provisions. The Company allocated the proceeds to the warrants and the convertible debt based on their relative fair values, then, computed the effective conversion price of each instrument, noting that the convertible debt gave rise to a beneficial conversion feature in accordance with the provisions of ASC 470-20 “ Debt - Debt with Conversion and Other Options.” In June 2015, the Company received aggregate proceeds of $530,000 in exchange for convertible notes and the issuance of 530,000 warrants with a five year life and an exercise price of $0.50 per share. The convertible notes have a principal amount of $530,000, interest of 8% per annum, a maturity date of June 2016 and are convertible into 1,060,000 units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $.50 per share, subject to certain anti-dilution provisions. The Company allocated the proceeds to the warrants and the convertible debt based on their relative fair values, then, computed the effective conversion price of each instrument, noting that the convertible debt gave rise to a beneficial conversion feature in accordance with the provisions of ASC 470-20 “ Debt - Debt with Conversion and Other Options.” From July 8, 2015 to December 31, 2015, the Company received aggregate proceeds of $914,049 in exchange for convertible notes and the issuance of 914,049 warrants with a five year life and an exercise price of $0.50 per share. The convertible notes have an aggregate principal amount of $914,049, interest of 8% per annum, a maturity date of one year and are convertible into 1,728,098 units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $.50 per share, subject to certain anti-dilution provisions. The aggregate relative fair value of the 914,049 warrants issued with the debt was determined to be $594,498 and was recognized as a discount to the debt. These notes also gave rise to a beneficial conversion feature of $172,869 which was recognized as additional paid-in-capital and a corresponding debt discount. All debt discounts are being recognized on a straight-line basis over the term of the note. The note also contains an additional warrant expense of $146,682 associated with the warrants that are to be issued upon conversion, which is to be recognized only upon conversion. During the year ended December 31, 2016, certain notes with principal of $1,634,928 and accrued interest of $26,687 were converted pursuant to the terms of the notes into 3,323,230 shares of the Company’s common stock and 3,323,230 warrants to purchase common stock. Upon conversion, the Company accelerated the recognition of all remaining debt discount and also recognized additional interest expense of $494,730 associated with the warrants that were issued upon conversion. This additional warrant expense was immediately recognized as interest expense with an offset to additional paid-in-capital. Aggregate amortization of the discounts on the convertible notes for the year ended December 31, 2015 and 2014 was $933,103 and $4,304, respectively. As of December 31, 2015 and 2014, the aggregate outstanding balance of convertible notes payable was $1,123,818 and $673,389, respectively, net of unamortized discounts of $385,303 and $0. Derivative Liabilities - Convertible Notes On July 13, 2015, the Company’s common stock began actively trading. As a result, the embedded conversion and anti-dilution features of the Company’s convertible debt agreements were determined to meet the definition of a derivative per ASC 815, Derivatives and Hedging. This resulted in the recording of a derivative liability on July 13, 2015, which was a reclassification out of additional paid-in capital of $5,743,021 representing the fair value of the conversion options in the outstanding derivative notes as of July 13, 2015. The fair value of the convertible feature was determined based on a fair value of $3,132,526 and $2,610,495 assigned to the warrant and conversion options, respectively. The Company recorded the change in fair value of the conversion option derivative liabilities recognizing a gain of $331,834 for the year ended December 31, 2015. As of December 31, 2015, the fair value of the outstanding convertible note derivatives was determined to be $5,411,187. The valuation of the derivative liabilities attached to the convertible debt was arrived at through the use of Black-Scholes Option Pricing Model and the following assumptions: Year Ended December 31, 2015 2014 Volatility 135.41% - 197.50 % - Risk-free interest rate 0.16% - 1.54% - Expected term 0.25 - 4.25 years - Accounts Payable - Related Party As of December 31, 2015 and 2014, there is $62,469 and $48,064, respectively, due to a related party, the Company’s Chief Financial Officer, which is non interest bearing due on demand. |
Equity
Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | ||
Equity | 3. EQUITY Common Stock During the six months ended June 30, 2016, the Company issued 245,878 common shares and warrants to purchase 426,741 common shares of the Company’s common stock in exchange for proceeds of $67,536. The Company determined a fair value for the shares and warrants to be $617,174. The cash was received prior to December 31, 2015 and was recorded as an accrued liability at December 31, 2015. This transaction resulted in a loss on extinguishment of liability of $549,638. During the three months ended March 31, 2016, the Company issued 372,263 common shares and warrants to purchase 1,140,662 common shares of the Company’s common stock in exchange for proceeds of $172,342, $40,062 of which was received subsequent to the end of the quarter. During the three months ended June 30, 2016, the Company issued 1,007,535 common shares and warrants to purchase 3,031,050 common shares of the Company’s common stock in exchange for proceeds of $466,451. During the three months ended June 30, 2016, the Company issued 12,577 common shares on exercise of warrant at price of $0.50 per share for a total of $6,288. During the three months ended September 30, 2016, the Company issued 54,278 common shares and warrants to purchase 205,050 common shares of the Company’s common stock in exchange for proceeds of $25,129 and interest expense of $6,023. Stock Options A summary of stock option activity during the nine months ended September 30, 2016 is as follows: Weighted Weighted Average Average Remaining Number of Exercise Contractual Shares Price Life (years) Outstanding at December 31, 2015 50,000 $ 0.50 10.0 Granted - Exercised - Forfeited - Outstanding at September 30, 2016 50,000 0.50 9.2 Exercisable at September 30, 2016 10,000 $ 0.50 9.2 Stock option awards are expensed on a straight-line basis over the requisite service period. During the three and nine months ended September 30, 2016 the Company recognized expense of $4,164 and $12,489, respectively, associated with stock option awards. During the three and nine months ended September 30, 2015 the Company recognized expense of $0 and $0, respectively, associated with stock option awards. At September 30, 2016, future stock compensation expense (net of estimated forfeitures) not yet recognized was $56,448 and will be recognized over a weighted average remaining vesting period of 3.4 years. The intrinsic value of the Company’s stock options outstanding was $26,311 at September 30, 2016. Warrants On September 1, 2015 the Company entered into an Employment Agreement (the “Employment Agreement”) with Mark Tobin in his capacity as the Company’s Chief Financial Officer. Pursuant to the Employment Agreement, on September 1, 2015 the Company issued Mr. Tobin warrants to purchase 1,500,000 shares of the Company’s common stock at $1.00 per share (the “Warrant Shares”). The fair value of the warrants was determined to be $2,835,061 using the Black-Scholes option pricing model. 375,000 of the Warrant Shares vested on September 1, 2015, an additional 375,000 warrant shares vested on the first anniversary date of the Employment Agreement, an additional 375,000 warrant shares will vest on the second anniversary date of the Employment Agreement, and, an additional 375,000 warrant shares will vest on the third anniversary date of the Employment Agreement. Warrant expense of $265,787 and $915,489 was recognized during the three and nine months ended September 30, 2016, respectively. The agreement contains an anti-dilution provision and therefore the exercise price at September 30, 2016 is $0.50 per share. On September 23, 2016, the Company issued warrants to purchase 15,000 shares of the Company’s common stock at $1.00 per share to a consultant in exchange for services already performed. The warrants have a five year term and are immediately vested. The fair value of the warrants was determined to be $13,618 using the Black-Scholes option pricing model of which $13,618 was recognized as expense during the three and nine months ended September 30, 2016. The following summarizes the warrant activity for the nine months ended September 30, 2016: Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Outstanding as of December 31, 2015 40,026,431 $ 1.83 4.6 $ 54,932,218 Granted 19,254,051 - Expired (110,000 ) - Exercised (12,577 ) - Outstanding as of September 30, 2016 59,157,905 $ 0.83 4.9 $ 60,709,026 Exercisable as of September 30, 2016 57,220,405 $ 0.83 4.9 $ 60,709,026 Derivative Liabilities - Warrants The anti-dilution features in the freestanding warrants issued in the nine months ended September 30, 2016 cause the instruments to no longer be indexed to the Company’s own stock and requires that they be accounted for as derivative liabilities based on guidance in FASB ASC 815, Derivatives and Hedging. The valuation of the derivative liability of the warrants was determined through the use of a Black Scholes options model, which the Company believes approximates fair value. Using this model, the Company had a balance of $12,796,146 at December 31, 2015. The Company recorded the change in the fair value of the warrant liabilities recognizing a gain of $4,349,645 and warrant expense of $1,277,699 for the nine months ended September 30, 2016, to reflect the value of the warrant derivative liability of $8,990,943 as of September 30, 2016. On November 4, 2015, the Company entered into an amendment to the Independent Contractor Agreement (the “Amendment”) with a service provider pursuant to which the service provider is to be issued warrants to purchase 2,400,000 shares of the Company’s common stock at $1.00 per share (the “Warrant Shares”). 1,200,000 of the Warrant Shares vested on November 4, 2015, an additional 600,000 Warrant Shares vested on the first anniversary date of the Amendment, and an additional 600,000 Warrant Shares will vest on the second anniversary date of the Amendment. The fair value of the first 1,200,000 Warrants Shares was determined to be $1,115,964 using the Black-Scholes option pricing model and was recognized as expense during the year ended December 31, 2015. The fair value of the two tranches of 600,000 Warrant Shares was determined to total $1,195,985 as of September 30, 2016 using the Black-Scholes option pricing model of which $373,008 and $604,187 was recognized as expense during the three and nine months ended September 30, 2016, respectively. On May 13, 2016, the Company entered into an agreement with a service provider pursuant to which the service provider is to be issued warrants to purchase 1,000,000 shares of the Company’s common stock at $1.00 per share (the “Warrant Shares”). 500,000 of the Warrant Shares vested on May 13, 2016, an additional 250,000 warrant shares will vest on the first anniversary date of the agreement, an additional 250,000 Warrant Shares will vest on the second anniversary date of the agreement. The fair value of the first 500,000 Warrant Shares was determined to be $388,888 using the Black-Scholes option pricing model and was recognized as expense and as derivative liabilities during the quarter ended June 30, 2016. The fair value of the two tranches of 250,000 Warrant Shares was determined to total $500,539 as of September 30, 2016 using the Black-Scholes option pricing model of which $92,842 and 517,958 was recognized as expense during the three and nine months ended September 30, 2016, respectively. On May 13, 2016, the Company entered into an agreement with a service provider pursuant to which the service provider is to be issued warrants to purchase 200,000 shares of the Company’s common stock at $1.00 per share (the “Warrant Shares”). The Warrant Shares are immediately vested. The fair value of the Warrant Shares was determined to total $199,905 as of September 30, 2016 using the Black-Scholes option pricing model of which $155,554 was recognized as expense during the three and nine months ended September 30, 2016. The warrants were valued using the Black-Scholes pricing model with the following assumptions: Nine Months Ended September 30, 2016 2015 Volatility 129-.70 % - 183.62% 113.46% - 141.78% Risk-free interest rate 0.44% - 1.78% 0.08% - 1.88% Expected term 2.25 - 10 years 0.25 - 5 years | Note 7. Equity Common Stock During the year ended December 31, 2014, the Company sold an aggregate of 1,507,000 units at $1.25 per unit for aggregate proceeds of $1,883,750. Each unit consisted of one common share and one warrant. Each warrant is exercisable for a period of five years from the date of issuance, at $2.50 per share. During the year ended December 31, 2015, the Company sold an aggregate of 86,000 units, at $1.00 per unit for aggregate proceeds of $86,000, respectively. Each unit consisted of one common share and one warrant. Each warrant is exercisable for a period of five years from the date of issuance, at $1.00 per share. During the year ended December 31, 2015, the Company issued an aggregate of 3,323,230 shares of its common stock related to the conversion of $1,634,928 of principal and $26,687 accrued interest expense on convertible notes. Of the common shares issued, 53,374 shares related to the payment of interest. During the year ended December 31, 2015, the Company issued an aggregate of 1,828,437 shares of its common stock related to the exercise of 1,828,437 warrants and received cash proceeds of $914,220. Pursuant to an anti-dilution provision in the subscription agreements executed by the $1.00 PIPE II and $1.25 PIPE II investors which provides for the issuance of a certain number of additional shares based on a formula in the subscription agreements, to these holders in the event that the company within 36 months of the completion of all PIPE II sales issues any common stock or securities convertible into or exercisable for shares of common stock at a lower price than the purchase price paid by the PIPE II investors. As a result of the Company's offering of such securities at a price lower than the price paid by the PIPE II investors, the Company issued 1,554,500 shares of common stock to the PIPE II investors in the year ended December 31, 2015. On October 19, 2015, 75,288 shares of the Company’s common stock were cancelled in exchange for convertible notes of $37,644 and the issuance of 37,644 warrants with a five year life and an exercise price of $0.50 per share, as well as 75,288 warrants with a five year life and an exercise price of $2.50 per share. The convertible notes have a principal amount of $37,644, interest of 8% per annum, a one year term, and are convertible into 37,644 units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $0.50 per share, subject to certain anti-dilution provisions. The agreement was subsequently amended to include an additional 75,288 units with each unit consisting of a share of common stock with a five year life from the date of grant and an exercise price of $2.50 per share, subject to certain anti-dilution provisions. On November 6, 2015, the Company issued 350,000 shares of its common stock in exchange for services pursuant to a consulting agreement. The shares were valued at $350,000 which was based on the stock price on the grant date. On December 9, 2015, the Company issued units which consisted of 100,000 shares and warrants to purchase 250,000 shares of its common stock exercisable at $0.50 per share and a term of 10 years in exchange for total proceeds of $50,000. The Company allocated the gross proceeds of $50,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrants at $14,532 and $35,468, respectively. Stock Options On April 28, 2013, the Board of Directors adopted the 2013 Stock Option Plan. Under the Plan, the Company may grant incentive stock options to employees and non-qualified stock options to employees, non-employee directors and/or consultants. The Plan provides for the granting of a maximum of 2,000,000 options to purchase common stock. The ISO exercise price per share may not be less than the fair market value of a share on the date the option is granted. The maximum term of the options may not exceed ten years. On December 23, 2015, 50,000 stock options were granted to an employee of the Company. The options vest on a monthly basis of 1,000 shares per month over a 50 month period. The options expire in 2025. These options were valued based on the grant date fair value of the instruments, net of estimated forfeitures, using a Black-Scholes option pricing model with the following assumptions: Years Ended December 31, 2015 2014 Volatility 122.87% - Risk-free interest rate 1.91% - Expected term 6.06 years - The volatility used was based on historical volatility of similar sized companies due to lack of historical data of the Company’s stock price. The risk free interest rate was determined based on treasury securities with maturities equal to the expected term of the underlying award. The expected term was determined based on the simplified method outlined in Staff Accounting Bulletin No. 110. Stock option awards are expensed on a straight-line basis over the requisite service period. During the years ended December 31, 2015 and 2014, the Company recognized expense of $364 and $0, respectively, associated with stock option awards. At December 31, 2015, future stock compensation expense (net of estimated forfeitures) not yet recognized was $68,938 and will be recognized over a weighted average remaining vesting period of 4.2 years. A summary of stock option activity during the year ended December 31, 2015 and 2014 is as follows: Number of Weighted Average Exercise Weighted Average Remaining Contractual Shares Price Life (years) Outstanding at December 31, 2013 105,000 $ 11.03 2.6 Granted - - Exercised - - Forfeited (56,000 ) 10.26 Outstanding at December 31, 2014 49,000 11.01 Granted 50,000 0.50 Exercised - - Forfeited (49,000 ) 11.92 Outstanding at December 31, 2015 50,000 $ 0.50 10.0 Exercisable at December 31, 2015 1,000 $ 0.50 10.0 The intrinsic value of the Company’s stock options outstanding was $55,500 and $0 at December 31, 2015 and 2014, respectively. Warrants During 2014, the Company modified an aggregate of 860,150 of warrants to reduce their exercise price from a range of $12.00 to $17.50 per share to $2.50 per share. All other terms and conditions remained the same. The Company determined that this transaction did not constitute a modification under ASC 718-10 or ASC 505-50 as it met the scope exceptions for a transaction with an investor or lender. Accordingly, no expense was recognized in connection with these transactions. During the three months ended March 31, 2015, the Company offered to reduce the exercise price of certain warrants of the Company to $0.50 per share as an incentive to the holders to exercise such warrants (“Warrant Price Reduction”). As a result of the Warrant Price Reduction, a total of 649,650 shares of our Common Stock were issued after exercise of these warrants in exchange for $324,825 of proceeds. The Company determined that this transaction did not constitute a modification under ASC 718-10 or ASC 505-50 as it met the scope exceptions for a transaction with an investor. Accordingly, no expense was recognized in connection with these transactions. In March 2015, the Company received aggregate proceeds of $700,000 in exchange for convertible notes and the issuance of 466,667 warrants with a five year life and an exercise price of $2.50 per share. The convertible notes are convertible into units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $1 per share, subject to certain anti-dilution provisions. On April 15, 2015, the Company offered to reduce the exercise price of certain warrants of the Company to $0.50 per share as an incentive to the holders to exercise such warrants (“April 2015 Warrant Price Reduction”). Through December 31, 2015, warrant holders exercised their warrants for a total of 1,178,786 shares of our Common Stock, for proceeds received in the amount of $589,393. As a result of the decrease in the warrant price, the exercise price of certain of the Company’s outstanding warrants will be permanently reduced to $0.50 per share pursuant to their terms and certain of those warrants have a provision which will cause them to increase in number by multiplying the number by a fraction equal to the original warrant exercise price divided by the new warrant exercise price. The Company determined that this transaction does not constitute a modification under ASC 718-10 or ASC 505-50 as it met the scope exceptions for a transaction with an investor or lender. Accordingly, no expense was recognized in connection with these transactions. On April 17, 2015, the Company amended the Engagement Agreement originally dated October 1, 2013, between the Company and Tobin Tao& Company, Inc. (“Tobin Tao”). This amendment grants Tobin Tao warrants to purchase 200,000 shares of the Company’s common stock at $0.50 per share. The anti-dilution features qualify these as a derivative instrument. The valuation of the derivative liability of the warrants was determined through the use of a Black Scholes options model for an amount of $102,654, which the Company believes approximates fair value. These warrants were recognized as derivative liabilities. On May 26, 2015, the Company granted 250,000 warrants with a an exercise price of $0.50 and a five year term to Darren Ofsink in exchange for services. The anti-dilution features qualify these as a derivative instrument. The valuation of the derivative liability of the warrants was determined through the use of a Black Scholes options model for an amount of $128,317, which the Company believes approximates fair value. These warrants were recognized as derivative liabilities. In June 2015, the Company received aggregate proceeds of $530,000 in exchange for convertible notes and the issuance of 530,000 warrants with a five year life and an exercise price of $0.50 per share. The convertible notes are convertible into units, with each unit consisting two shares of common stock and two warrants with a five year life from the date of conversion and an exercise price $0.50 per share, subject to certain anti-dilution provisions. During September 2015, the full principal balances of these notes were converted pursuant to the terms of the notes into shares of the Company’s common stock and warrants to purchase common stock. On June 30, 2015, the Company granted 700,000 warrants to two convertible debt holders in order to modify the outstanding convertible debt. An additional 1,400,000 warrants were issued as the modified notes were immediately converted. The warrants have a five year life and an exercise price of $0.50 per share. On September 1, 2015 the Company entered into an Employment Agreement (the “Employment Agreement”) with Mark Tobin in his capacity as the Company’s Chief Financial Officer. Pursuant to the Employment Agreement, on September 1, 2015 the Company issued Mr. Tobin warrants to purchase 1,500,000 shares of the Company’s common stock at $1.00 per share (the “Warrant Shares”). 375,000 of the Warrant Shares vested on September 1, 2015, an additional 375,000 warrant shares will vest on the first anniversary date of the Employment Agreement, an additional 375,000 warrant shares will vest on the second anniversary date of the Employment Agreement, and, an additional 375,000 warrant shares will vest on the third anniversary date of the Employment Agreement. During the three months ended September 30, 2015, the Company received aggregate proceeds of $377,500 in exchange for convertible notes and the issuance of 377,500 warrants with a five year life and an exercise price of $0.50 per share. The convertible notes are convertible into units, with each unit consisting two shares of common stock and two warrants with a five year life from the date of conversion and an exercise price $0.50 per share, subject to certain anti-dilution provisions. During September 2015, the aggregate principal and interest of certain convertible notes totaling $757,595 were converted pursuant to the terms of the notes into 1,515,190 shares of the Company’s common stock and 1,515,190 warrants to purchase common stock. On November 4, 2015, the Company entered into an amendment to the Independent Contractor Agreement (the “Amendment”) with a service provider pursuant to which the service provider is to be issued warrants to purchase 2,400,000 shares of the Company’s common stock at $1.00 per share (the “Warrant Shares”). 1,200,000 of the Warrant Shares vested on November 4, 2015, an additional 600,000 Warrant Shares will vest on the first anniversary date of the Amendment, an additional 600,000 warrant shares will vest on the second anniversary date of the Amendment. On November 5, 2015, the Company issued a warrant to purchase 3,000,000 shares of the Company’s $.0001 par value common stock to the Company’s Chief Executive Officer, Dean Ledger, in exchange for services already performed. The warrants are immediately vested, have an exercise price of $1.00 and have a 10 year term. On November 9, 2015, the Company issued a warrant to purchase 500,000 shares of the Company’s $.0001 par value common stock to Robert J. Fasnacht, our current Executive Vice President and member of our Board of Directors, in exchange for services already performed. The warrants are immediately vested, have an exercise price of $1.00 and have a 10 year term. During the three months ended December 31, 2015, the Company received aggregate proceeds of $486,549 in exchange for convertible notes and the issuance of 486,549 warrants with a five year life and an exercise price of $0.50 per share. The convertible notes are convertible into units, with each unit consisting two shares of common stock and two warrants with a five year life from the date of conversion and an exercise price $0.50 per share, subject to certain anti-dilution provisions. During the three months ended December 31, 2015, the aggregate principal and interest of certain convertible notes totaling $204,020 were converted pursuant to the terms of the notes into 408,040 shares of the Company’s common stock and 408,040 warrants to purchase common stock. See details in Note 6. During the year ended December 31, 2015, the Company sold an aggregate of 86,000 units, respectively, at $1.00 per unit for aggregate proceeds of $86,000. Each unit consisted of one common share and one warrant. Each warrant is exercisable for a period of five years from the date of issuance, at $1.00 per share. During the year ended December 31, 2015, the Company granted an additional 86,000 warrants to the investors due to the reset provision. During the year ended December 31, 2015, the Company issued promissory notes in aggregate of $675,000. 1,350,000 cashless warrants for the Company’s common shares were issued with the debt at a strike price of $0.50/share in lieu of cash interest. The relative fair value of the warrants of $463,575 was recognized as a debt discount which is being amortized on a straight-line basis over the term of the note. During the year ended December 31, 2015, the Company granted an additional 5,284,500 warrant to investors due to the reset provision. The following summarizes the warrant activity for the years ended December 31, 2015 and 2014: Weighted Weighted Average Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Outstanding as of December 31, 2013 19,556,983 $ 3.60 4.7 $ - Granted 1,707,000 2.50 Expired (12,000 ) Exercised - Outstanding as of December 31, 2014 21,251,983 $ 2.53 3.8 $ - Granted 15,481,234 0.75 Warrants issued related to reset provision 5,284,500 2.50 Expired/Cancelled (162,850 ) 3.00 Exercised (1,828,436 ) 2.41 Outstanding as of December 31, 2015 40,026,431 $ 1.83 4.6 $ 54,932,218 Exercisable as of December 31, 2015 38,826,431 $ 1.88 4.6 $ 54,932,218 The reset shares are the result of reducing the exercise price of the warrants issued under Pipe I from $2.50 to $0.50, and Pipe II from $2.50 to $1.00. The increase in shares offset the reduced exercise price therefore the net value of the Pipe I & Pipe II warrants remain constant in total. Derivative Liabilities - Warrants The anti-dilution features in the freestanding warrants issued in the year ended December 31, 2015 cause the instruments to no longer be indexed to the Company’s own stock and requires that they be accounted for as derivative liabilities based on guidance in FASB ASC 815, Derivatives and Hedging. The valuation of the derivative liability of the warrants was determined through the use of a Black Scholes options model, which the Company believes approximates fair value. Using this model, the Company had a balance of $197,674 at December 31, 2013. The Company determined a fair value of $688,614 at issuance date for warrants issued during the year ended December 31, 2014. The Company recorded the change in the fair value of the warrant liabilities recognizing a gain of $38,497 for the year ended December 31, 2014, to reflect the value of the warrant derivative liability of $847,791 at December 31, 2014. The Company determined a fair value of $1,423,303 at issuance date for warrants issued during the year ended December 31, 2015 of which $76,368 was reclassified from additional paid-in capital and $1,346,935 was recognized as compensation expense. The Company recorded the change in the fair value of the warrant liabilities recognizing a loss of $10,525,052 for the year ended December 31, 2015, to reflect the value of the warrant derivative liability of $12,796,146 at December 31, 2015. The warrants were valued using the Black-Scholes pricing model with the following assumptions: Year Ended December 31, 2015 2014 Volatility 108.72% - 132.58% 98.25% - 102.46% Risk-free interest rate .725% - 2.27% .670% - .825% Expected term 3 - 10 years 4.25 - 5 years |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Net Loss Per Share [Abstract] | |
NET LOSS PER SHARE | 4. NET LOSS PER SHARE Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net loss $ (5,768,652 ) $ (11,655,610 ) $ (6,227,809 ) $ (17,802,227 ) Basic weighted average common shares outstanding 58,973,457 49,488,166 57,103,514 46,759,780 Add incremental shares for: Stock options - - - - Diluted weighted average common shares outstanding 58,973,457 49,488,166 57,103,514 46,759,780 Net income loss per share: Basic and diluted $ (0.10 ) $ (0.24 ) $ (0.11 ) $ (0.38 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | 5. COMMITMENTS AND CONTINGENCIES Lease Commitments In November 2013, the Company entered into a 60-month lease agreement for its corporation facility in Arizona. Total rent expense for the three and nine months ended September 30, 2016 was $21,039 and $64,375, respectively. Total rent expense for the three and nine months ended September 30, 2015 was $22,807 and $70,701, respectively. Future minimum lease payments are as follows: 2016 $ 20,770 2017 84,233 2018 71,797 2019 - 2020 - Thereafter - Total $ 176,800 Concentrations All of the Company’s revenue and accounts receivable are currently earned from one customer. Legal Matters As of March 30, 2015, shareholders holding approximately 67.26% of the total shares of common stock of NanoFlex Power Corporation (the “Company,” “we,” “our” or “us”) that are entitled to vote on all Company matters approved by written consent the removal of John D. Kuhns from his position as a member of the Company’s Board of Directors. Mr. Kuhns’ removal was for “Cause” as defined under his Employment Agreement as amended and dated as of October 1, 2013 (the “Employment Agreement”). The removal arose as a result of his documented conduct and statements, which breached his fiduciary duties to the Company in order to advance personal monetary and other interests, and thereby threatened serious financial injury to the Company, its shareholders and its debtholders. On March 31, 2015, the Board of Directors terminated the Employment Agreement with Mr. Kuhns for Cause and removed him from his positions as Co-CEO, and from all other officer positions he held with the Company and its subsidiaries and affiliates, and all director positions with the Company’s subsidiaries and affiliates. On April 24, 2015, the Company received a letter from Mr. Kuhns’ counsel (the “Response Letter”) stating that Mr. Kuhns disagreed with statements in the Initial Filing regarding the circumstances of his removal as a director and officer. The Response Letter was accompanied by a copy of a complaint (the “Complaint”) filed by John D, Kuhns (the “Plaintiff”) in the United States District Court Southern District of New York against the Company, Mr. Dean L. Ledger, our current CEO and member of our Board of Directors, Mr. Robert J. Fasnacht, our former Executive Vice President and former member of our Board of Directors and Mr. Ronald B. Foster, a shareholder of the Company (each, a “Defendant,” collectively, the “Defendants”). The Complaint alleges, among other things, that the Plaintiff was terminated by the Company in violation of Section 922 of the Dodd-Frank Act, that the Company wrongfully terminated the Employment Agreement, that the Defendants made false statements to shareholders regarding the Plaintiff, that the Defendants (other than the Company) tortuously interfered with the Plaintiff’s Employment Agreement, and that Mr. Ledger and Mr. Fasnacht breached their fiduciary duties to the Company and its shareholders. The Plaintiff seeks monetary damages, including (i) two (2) times of the alleged owed compensation to him, together with interest as well as litigation costs, expert witness fees and reasonable attorneys’ fees; (ii) damages for the alleged breach of the Employment Agreement by the Company, estimated to be at least $2 million, plus interest and attorney’s fees; (iii) an unspecified amount for his alleged libel claim; and (iv) damages for the alleged tortious interference with contract, including punitive damages of at least $2 million. The Plaintiff is also seeking a declaratory judgment, claiming that he was not terminated as a director and should continue to hold a seat on the Company’s Board of Directors. On September 3, 2015 the Company filed a Motion to Dismiss portions of the Complaint in the United States District Court Southern District of New York. The United States District Court Southern District of New York heard oral argument on the Motion to Dismiss on June 23, 2016, and at the conclusion took the Motion to Dismiss under advisement. The Court ruled on August 24, 2016, regarding the Motion to Dismiss, and granted the motion in part and denied the motion in part. The Court granted a dismissal of all claims against Mr. Foster and dismissal of the Plaintiff’s declaratory judgment claim. All other claims by the Plaintiff continue to be outstanding. The Company filed an answer to the Complaint on September 14, 2016, and the Plaintiff responded to the Company’s counter claims contained in the Company’s answer on November 7, 2016. Other than the foregoing, there have been no new developments in the case since the filing of the answer. The Company believes that the Plaintiff’s allegations and claims are without any merit and plans to continue to vigorously defend against the claims. | Note 8. Commitments and Contingencies Contractual Agreements Under the 2013 Research Agreement with USC, the Company is obligated to make certain payments to USC based on work performed by USC under that agreement, and by Michigan under its subcontractor agreement with USC. (See Note 1) Under the terms of the 2013 Amended License Agreement, the Company is required to make minimum royalty payments to Princeton. (See Note 1) The Company has agreements with three executive officers which provide for certain cash and other benefits upon termination of employment of the officer in connection with a change in control of the Company. Each executive is entitled to a lump-sum cash payment equal to three times the sum of the average annual base salary also they are entitled to a cash bonus. Lease Commitments In November 2013, the Company entered into a 60-month lease agreement for its corporation facility in Arizona. Total rent expense for the year ended December 31, 2015 and 2014 was $91,871 and $80,584, respectively. Future minimum lease payments are as follows: 2016 $ 81,925 2017 84,233 2018 71,797 2019 - 2020 - Thereafter - Total $ 237,955 Concentrations All of the Company’s revenue and accounts receivable are currently earned from one customer. Legal Matters On March 18, 2015, the Company received correspondence from the counsel of Mr. John Kuhns, the Company’s former Co-CEO and Executive Chairman alleging that Mr. Kuhns has “Good Reason” to terminate his Employment Agreement for an alleged failure to pay his salary in full. On March 30, 2015, Mr. Kuhns advised that if the alleged breaches of the Employment Agreement were not cured there was a possibility that he would pursue litigation. As of March 30, 2015, shareholders holding approximately 67.26% of the total shares of common stock of NanoFlex Power Corporation (the “Company,” “we,” “our” or “us”) that are entitled to vote on all Company matters approved by written consent the removal of John D. Kuhns from his position as a member of the Company’s Board of Directors. Mr. Kuhns’ removal was for “Cause” as defined under his Employment Agreement as amended and dated as of October 1, 2013 (the “Employment Agreement”). The removal arose as a result of his documented conduct and statements, which breached his fiduciary duties to the Company in order to advance personal monetary and other interests, and thereby threatened serious financial injury to the Company, its shareholders and its debtholders. On March 31, 2015, the Board of Directors terminated the Employment Agreement with Mr. Kuhns for Cause and removed him from his positions as Co-CEO, and from all other officer positions he held with the Company and its subsidiaries and affiliates, and all director positions with the Company’s subsidiaries and affiliates. On April 24, 2015, the Company received a letter from Mr. Kuhns’ counsel (the “Response Letter”) stating that Mr. Kuhns disagreed with statements in the Initial Filing regarding the circumstances of his removal as a director and officer. The Response Letter was accompanied by a copy of a complaint (the “Complaint”) filed by John D, Kuhns (the “Plaintiff”) in the United States District Court Southern District of New York against the Company, Mr. Dean L. Ledger, our current CEO and member of our Board of Directors, Mr. Robert J. Fasnacht, our current Executive Vice President and member of our Board of Directors and Mr. Ronald B. Foster, a shareholder of the Company (each, a “Defendant,” collectively, the “Defendants”). The Complaint alleges, among other things, that the Plaintiff was terminated by the Company in violation of Section 922 of the Dodd-Frank Act, that the Company wrongfully terminated the Employment Agreement, that the Defendants made false statements to shareholders regarding the Plaintiff, that the Defendants (other than the Company) tortuously interfered with the Plaintiff’s Employment Agreement, and that Mr. Ledger and Mr. Fasnacht breached their fiduciary duties to the Company and its shareholders. The Plaintiff seeks monetary damages, including (i) two (2) times of the alleged owed compensation to him, together with interest as well as litigation costs, expert witness fees and reasonable attorneys’ fees; (ii) damages for the alleged breach of the Employment Agreement by the Company, estimated to be at least $2 million, plus interest and attorney’s fees; (iii) an unspecified amount for his alleged libel claim; and (iv) damages for the alleged tortious interference with contract, including punitive damages of at least $2 million. The Plaintiff is also seeking a declaratory judgment, claiming that he was not terminated as a director and should continue to hold a seat on the Company’s Board of Directors. On September 3, 2015 the Company filed a Motion to Dismiss portions of the Complaint in the United States District Court Southern District of New York. The Company believes that the allegations in the Complaint to be without any merit and will vigorously defend against the claims. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 9. Income Taxes The Company has incurred losses since inception. As of December 31, 2015, the Company has net operating loss carry-forwards of approximately $61,000,000 that begin to expire in 2017. Pursuant to Sections 382 and 383 of the Internal Revenue Code, the utilization of NOLs and other tax attributes may be subject to substantial limitations if certain ownership changes occur during a three-year testing period (as defined by the Internal Revenue Code). A valuation allowance was established for all the net deferred tax assets because realization is not assured. The components of the deferred tax assets consist of the following: December 31, 2015 2014 Net operating loss $ 21,000,000 $ 19,000,000 Less: valuation allowance (21,000,000 ) (19,000,000 ) Net deferred tax assets $ - $ - |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 6. SUBSEQUENT EVENTS On October 7, 2016 the Company entered into a note purchase agreement with an investor pursuant to which an investor purchased a promissory note from the Company in exchange for $100,000. In connection with the note, the investor was also issued a warrant to purchase 200,000 shares of the Company’s common stock with a 5 year term and $.50 exercise price and a cashless conversion feature. The Note automatically converted by its terms on November 7, 2016, 30 days after issuance into an investment in the principal amount of the note in the Company’s convertible notes and warrants, and upon automatic conversion, the investor was issued a one year promissory note for $100,000 convertible into shares of the Company’s Common Stock at a $.50 conversion price and 5 year warrants to purchase 100,000 shares of Common Stock with an exercise price of $.50 and a cashless conversion feature. During October, 2016, the Company issued and sold a convertible promissory note totaling $25,000 together with warrants to purchase 25,000 shares of the Company’s Common Stock for gross proceeds of $25,000 pursuant to certain note subscription agreements entered into between the Company and an investor. Such warrants have an exercise price of $0.50 and a term of 5 years and a cashless conversion feature. As of the date of this report, the note has been converted pursuant to their terms into warrants to purchase shares of the Company’s Common Stock and shares of Common Stock as set forth below. During October, 2016, the Company issued 122,400 shares of the Company’s Common Stock upon conversion of certain promissory notes. During October, 2016, the Company issued warrants to purchase 122,400 shares of its Common Stock related to the conversion of certain convertible notes. Such warrants have an exercise price of $.50 and a term of 5 years and a cashless conversion feature. On October 3, 2016, 50,000 stock options were granted to an employee of the Company. The options vest on a monthly basis of 1,000 shares per month beginning on October 3, 2016, over a 50 month period. The options expire 5 years after vesting. On October 21, 2016, the Company entered into an amendment to the Independent Contractor Agreement (the “Allen Amendment”) with Mr. Norman Allen; the Allen Amendment added in a clause stating that if the Company raises not less than $6,000,000 in funds from sales of its securities subsequent to the Allen Amendment then, the cash compensation under the Independent Contractor Agreement would be amended from a $1,500 daily fee to a $15,000 monthly fee. A copy of the Allen Amendment is filed herewith as Exhibit 10.1. As reported by the Company in its current report on Form 8-K filed on October 26, 2016, on October 21, 2016, the Company entered into a second amendment to the Employment Agreement with Dean Ledger, the Company’s Chief Executive Officer (the “Ledger Amendment”). The Ledger Amendment added in a clause stating that if the Company raises not less than $6,000,000 in funds from sales of its securities subsequent to the Ledger Amendment, then Mr. Ledger’s base salary would increase from $210,000 to $240,000 and reduced Mr. Ledger’s severance upon the termination of Mr. Ledger in connection with a change of control transaction to six months. A copy of the Ledger Amendment was filed as Exhibit 10.1 to the Form 8-K. In the first amendment to the Employment Agreement dated May 8, 2015, Mr. Ledger agreed to a salary reduction of his base salary from $300,000 to $210,000. A copy of the first amendment to the Employment Agreement was filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 18, 2016. A copy of the Employment agreement was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 25, 2013. Further, as reported by the Company in its current report on Form 8-K filed on October 26, 2016, on October 21, 2016, the Company entered into an amendment (the “Tobin Amendment”) to the Employment Agreement with Mark Tobin, the Company’s Chief Financial Officer. The Tobin Amendment added in a clause stating that if the Company raises not less than $6,000,000 in funds from sales of its securities subsequent to the Tobin Amendment, then Mr. Tobin’s base salary would increase from $190,000 to $225,000 and added a termination for “Good Reason” clause, as well as a six month severance upon the termination of Mr. Tobin. The Tobin Amendment also added the responsibilities of an Executive Vice President to Mr. Tobin’s duties and responsibilities under his Employment Agreement. A copy of the Tobin Amendment was filed as Exhibit 10.2 to the Form 8-K. A copy of the Employment Agreement was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2015 filed on November 13, 2015 and is also field herewith as Exhibit 10.2. | Note 10. Subsequent Events Note Conversion Agreement On January 6, 2016, the Company issued an additional promissory note to an investor in the amount of $1,375,000 in exchange for a loan in that amount. The Company issued 2,750,000 warrants in connection with this note, for the Company’s common stock at an exercise price of $0.50 per share in lieu of cash interest. January 22, 2016, the Company entered into a note conversion agreement with the investor. Pursuant to this agreement, the investor converted the notes, which total $2,000,000, into an investment of $2,000,000 into the Company’s private placement of convertible notes and warrants. For $2,000,000, the investor received a convertible note and a warrant to purchase 2,000,000 shares of common stock. The warrant has a ten year term and an exercise price of $0.50 per share. The convertible note accrues interest of 8% per annum, has a maturity date of one year and is convertible at $0.50 per unit, into units, with each unit consisting of a share of the Company’s common stock and a warrant to purchase a share of common stock with a ten year term and an exercise price of $.50 per share. Pursuant to the conversion agreement, if the investor converted the convertible note within 30 days of its issuance, the Company was required to pay the investor the interest under the convertible note in shares of its common stock as if the investor did not convert the convertible note for a period of one year from the date of issuance. On January 25, 2016, the investor converted the convertible note into 4,320,000 shares of the Company’s common stock and a warrant to purchase 4,320,000 shares of the Company’s common stock with a ten year term and an exercise price of $.50. Of the 4,320,000 shares of Common Stock, 320,000 shares represent interest paid on the convertible note pursuant to the terms of the conversion agreement. Other Effective February 4, 2016, the Company agreed to pay $10,500 pursuant to a separation agreement relating to the termination of an employee. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. Intercompany transactions and balances are eliminated at consolidation. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collection. Management reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible. The Company reserves for receivables that are determined to be uncollectible, if any, in its allowance for doubtful accounts. After the Company has exhausted all collection efforts, the outstanding receivable is written off against the allowance. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to eight years. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value. |
Stock-Based Compensation | Stock-Based Compensation We account for stock based compensation in accordance with FASB ASC 718 which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. We account for non-employee share-based awards in accordance with FASB ASC 505-50. |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect certain reported amounts and disclosures in the financial statements and accompanying notes. The significant estimates relate useful lives of software licenses, valuation of beneficial conversion feature on convertible debts, valuation of warrants and stock options, and valuation allowance for deferred income taxes. Actual results could differ from those estimates. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Cash is maintained in bank accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash. All of the Company’s revenue and accounts receivable are currently earned from one customer. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from its services when it is probable that the economic benefits associated with the transactions will flow to the Company and the amount of revenue can be measured reliably. This is normally demonstrated when: (i) persuasive evidence of an arrangement exists; (ii) the fee is fixed or determinable; (iii) performance of service has been delivered; and (iv) collection is reasonably assured. Revenue from our joint development agreements are recognized as services are provided and are limited to the total dollar amount specified in the agreement. R&D engineering services, through joint development agreements are a core component of NanoFlex’s operations and business model, since they are a necessary prerequisite to obtaining IP licensing agreements with customers. As such, R&D engineering services are expected to be a sustained revenue stream for NanoFlex as it works with additional customers and the services constitute a portion of the Company's ongoing central operations. The terms of the joint development agreement require the counterparty to pay Nanoflex up to $120,000 for the Company’s engineering related expenses upon successful completion of a proof of concept. Terms of the invoices are net 30 days. As of December 31, 2015, the Company has entered into one joint development agreement. |
Research and Development | Research and Development Research and development costs are expensed in the period they are incurred in accordance with ASC 730, Research and Development unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned. At December 31, 2015 and 2014, the Company had no deferred development costs. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of short-term financial instruments, including cash, accounts receivable, accounts payable and accrued expenses, and short-term borrowings approximate fair value due to the relatively short period to maturity for these instruments. The long-term borrowings approximate fair value since the related rates of interest approximates current market rates. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. We have net operating loss carry-forwards available to reduce future taxable income. Future tax benefits for these net operating loss carry-forwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established. We recognize and measure benefits for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that is it more likely than not that the tax positions will be sustained upon audit, including resolution of any related appeals or litigation processes. For tax positions that are more likely than not to be sustained upon audit, the second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. Significant judgment is required to evaluate uncertain tax positions. Evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of tax audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in income tax expense in the period in which the change is made, which could have a material impact our effective tax position. |
Background, Basis of Presenta19
Background, Basis of Presentation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Schedule of financial statements error corrections | As of December 31, 2014 As Reported Revision As Revised Warrant liability $ - $ 847,791 $ 847,791 Total current liabilities 5,215,917 847,791 6,063,708 Total liabilities 5,215,917 847,791 6,063,708 Accumulated deficit (178,226,456 ) 38,497 (178,187,959 ) Additional paid in capital 173,025,473 (886,288 ) 172,139,185 Total stockholders' deficit (5,196,552 ) (847,791 ) (6,044,343 ) Total liabilities and stockholders' deficit 19,365 - 19,365 Year Ended December 31, 2014 As Reported Revision As Revised Gain (loss) on change in fair value of derivative $ - $ 38,497 $ 38,497 Total other expense (80,522 ) 38,497 (42,025 ) Loss before income tax benefit (5,963,428 ) 38,497 (5,924,931 ) Net loss (5,963,428 ) 38,497 (5,924,931 ) Net loss per share (basic and diluted) (0.14 ) (0.00 ) (0.14 ) Year Ended December 31, 2014 As Reported Revision As Revised Cash flows from operating activities: Net loss $ (5,963,428 ) $ 38,497 $ (5,924,931 ) Adjustments to reconcile net loss to net cash used in operating activities: (Gain) loss on change in fair value of derivative - (38,497 ) (38,497 ) NON-CASH INVESTING AND FINANCING ACTIVITIES Reclassification of warrants as derivative liabilities - 688,614 688,614 As of December 31, 2015 As Reported Revision As Revised Conversion option derivative liability $ 8,145,160 $ (2,733,973 ) $ 5,411,187 Convertible debt, net of unamortized discounts 1,051,545 72,273 1,123,818 Total current liabilities 28,168,610 (2,661,700 ) 25,506,910 Total liabilities 28,168,610 (2,661,700 ) 25,506,910 Accumulated deficit (204,989,355 ) 3,484,877 (201,504,478 ) Additional paid in capital 176,932,064 (823,177 ) 176,108,887 Total stockholders' deficit (28,052,143 ) 2,661,700 (25,390,443 ) Year Ended December 31, 2015 As Reported Revision As Revised Loss on change in fair value of derivative $ (13,901,957 ) $ 3,708,739 $ (10,193,218 ) Interest expense (1,685,160 ) (223,862 ) (1,909,022 ) Total other expense (15,737,117 ) 3,484,877 (12,252,240 ) Net loss (26,801,396 ) 3,484,877 (23,316,519 ) Net loss per share (basic and diluted) (0.56 ) (0.07 ) (0.49 ) | |
Summary of royalty revenue | Years ending December 31, 2016 50,000 2017 65,000 2018 75,000 2019 100,000 2020 100,000 2021 and thereafter 100,000 | |
Revision of Previously-Issued Financial Statements [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Schedule of financial statements error corrections | As of December 31, 2015 As Reported Revision As Revised Conversion option derivative liability $ 8,145,160 $ (2,733,973 ) $ 5,411,187 Convertible debt, net of unamortized discounts 1,051,545 72,273 1,123,818 Total current liabilities 28,168,610 (2,661,700 ) 25,506,910 Total liabilities 28,168,610 (2,661,700 ) 25,506,910 Accumulated deficit (204,989,355 ) 3,484,877 (201,504,478 ) Additional paid in capital 176,932,064 (823,177 ) 176,108,887 Total stockholders' deficit (28,052,143 ) 2,661,700 (25,390,443 ) Three Months Ended September 30, 2015 As Reported Revision As Revised Gain (loss) on change in fair value of derivative $ (10,461,536 ) $ 1,484,035 $ (8,977,501 ) Interest expense (526,378 ) (221,099 ) (747,477 ) Total other expense (10,987,914 ) 1,262,936 (9,724,978 ) Net loss (12,918,546 ) 1,262,936 (11,655,610 ) Net loss per share (basic and diluted) (0.26 ) (0.02 ) (0.24 ) Nine Months Ended September 30, 2015 As Reported Revision As Revised Gain (loss) on change in fair value of derivative $ (12,902,458 ) $ 1,484,035 $ (11,418,423 ) Interest expense (1,064,377 ) (221,099 ) (1,285,476 ) Total other expense (14,116,835 ) 1,262,936 (12,853,899 ) Net loss (19,065,163 ) 1,262,936 (17,802,227 ) Net loss per share (basic and diluted) (0.41 ) (0.03 ) (0.38 ) | |
Fair Value [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Schedule of valuation of financial instruments at fair value | Fair Value Measurements as of Level 1 Level 2 Level 3 Assets None $ $ $ Total assets - - - Liabilities Warrant derivative liability - - 8,990,943 Conversion option derivative liability - - 3,590,660 Total liabilities $ - $ - $ 12,581,603 Fair Value Measurements as of Level 1 Level 2 Level 3 Assets None $ $ $ Total assets - - - Liabilities Warrant derivative liability - - 12,796,146 Conversion option derivative liability - - 5,411,187 Total liabilities $ - $ - $ 18,207,333 | |
Schedule of reconciliation of changes in fair value of financial assets and liabilities | Significant Unobservable Significant Unobservable Inputs Inputs (Level 3) (Level 3) Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Beginning balance $ 9,307,216 $ 3,596,052 $ 18,207,333 $ 847,791 Change in fair value 3,274,387 8,977,501 (6,170,172 ) 11,418,423 Additions reclassified from equity - 5,743,021 - 5,819,389 Additions recognized as compensation expense - - 544,442 230,971 Ending balance $ 12,581,603 $ 18,316,574 $ 12,581,603 $ 18,316,574 |
Fair Value of Financial Instr20
Fair Value of Financial Instruments (Tables) - Level 3 [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of valuation of financial instruments at fair value | Fair Value Measurements as of Level 1 Level 2 Level 3 Assets None $ $ $ Total assets - - - Liabilities Warrant derivative liability - - 12,796,146 Conversion option derivative liability - - 5,411,187 Total liabilities - - 18,207,333 Fair Value Measurements as of December 31, 2014 Level 1 Level 2 Level 3 Assets None $ $ $ Total assets - - - Liabilities Warrant derivative liability - - 847,791 Conversion option derivative liability - - - Total liabilities - - 847,791 |
Schedule of reconciliation of changes in fair value of financial assets and liabilities | Significant Unobservable Inputs (Level 3) Year Ended December 31, 2015 2014 Beginning balance 847,791 197,674 Change in fair value 10,193,218 (38,497 ) Additions reclassified from equity 5,819,389 - Additions recognized as debt discounts - 688,614 Additions recognized as compensation expense 1,346,935 - Ending balance 18,207,333 847,791 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt [Abstract] | |
Schedule of Valuation derivative liabilities attached to the convertible debt | Year Ended December 31, 2015 2014 Volatility 135.41% - 197.50 % - Risk-free interest rate 0.16% - 1.54% - Expected term 0.25 - 4.25 years - |
Equity (Tables)
Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of option /warrant valued using a Black-Scholes option pricing model with assumptions | Nine Months Ended September 30, 2016 2015 Volatility 129-.70 % - 183.62% 113.46% - 141.78% Risk-free interest rate 0.44% - 1.78% 0.08% - 1.88% Expected term 2.25 - 10 years 0.25 - 5 years | Years Ended December 31, 2015 2014 Volatility 122.87% - Risk-free interest rate 1.91% - Expected term 6.06 years - |
Summary of stock option / warrant activity | Weighted Weighted Average Average Remaining Number of Exercise Contractual Shares Price Life (years) Outstanding at December 31, 2015 50,000 $ 0.50 10.0 Granted - Exercised - Forfeited - Outstanding at September 30, 2016 50,000 0.50 9.2 Exercisable at September 30, 2016 10,000 $ 0.50 9.2 | Number of Weighted Average Exercise Weighted Average Remaining Contractual Shares Price Life (years) Outstanding at December 31, 2013 105,000 $ 11.03 2.6 Granted - - Exercised - - Forfeited (56,000 ) 10.26 Outstanding at December 31, 2014 49,000 11.01 Granted 50,000 0.50 Exercised - - Forfeited (49,000 ) 11.92 Outstanding at December 31, 2015 50,000 $ 0.50 10.0 Exercisable at December 31, 2015 1,000 $ 0.50 10.0 |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of option /warrant valued using a Black-Scholes option pricing model with assumptions | Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Outstanding as of December 31, 2015 40,026,431 $ 1.83 4.6 $ 54,932,218 Granted 19,254,051 - Expired (110,000 ) - Exercised (12,577 ) - Outstanding as of September 30, 2016 59,157,905 $ 0.83 4.9 $ 60,709,026 Exercisable as of September 30, 2016 57,220,405 $ 0.83 4.9 $ 60,709,026 | Weighted Weighted Average Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Outstanding as of December 31, 2013 19,556,983 $ 3.60 4.7 $ - Granted 1,707,000 2.50 Expired (12,000 ) Exercised - Outstanding as of December 31, 2014 21,251,983 $ 2.53 3.8 $ - Granted 15,481,234 0.75 Warrants issued related to reset provision 5,284,500 2.50 Expired/Cancelled (162,850 ) 3.00 Exercised (1,828,436 ) 2.41 Outstanding as of December 31, 2015 40,026,431 $ 1.83 4.6 $ 54,932,218 Exercisable as of December 31, 2015 38,826,431 $ 1.88 4.6 $ 54,932,218 |
Summary of stock option / warrant activity | Year Ended December 31, 2015 2014 Volatility 108.72% - 132.58% 98.25% - 102.46% Risk-free interest rate .725% - 2.27% .670% - .825% Expected term 3 - 10 years 4.25 - 5 years |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Net Loss Per Share [Abstract] | |
Schedule of net loss per common share | Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net loss $ (5,768,652 ) $ (11,655,610 ) $ (6,227,809 ) $ (17,802,227 ) Basic weighted average common shares outstanding 58,973,457 49,488,166 57,103,514 46,759,780 Add incremental shares for: Stock options - - - - Diluted weighted average common shares outstanding 58,973,457 49,488,166 57,103,514 46,759,780 Net income loss per share: Basic and diluted $ (0.10 ) $ (0.24 ) $ (0.11 ) $ (0.38 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | ||
Schedule of future minimum lease payments | 2016 $ 20,770 2017 84,233 2018 71,797 2019 - 2020 - Thereafter - Total $ 176,800 | 2016 $ 81,925 2017 84,233 2018 71,797 2019 - 2020 - Thereafter - Total $ 237,955 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule of components of the deferred tax assets | December 31, 2015 2014 Net operating loss $ 21,000,000 $ 19,000,000 Less: valuation allowance (21,000,000 ) (19,000,000 ) Net deferred tax assets $ - $ - |
Background, Basis of Presenta26
Background, Basis of Presentation, and Going Concern (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||||
Warrant liability | $ 8,990,943 | $ 12,796,146 | $ 847,791 | |
Conversion option derivative liability | 3,590,660 | 5,411,187 | ||
Convertible debt, net of unamortized discounts | 1,554,733 | 1,123,818 | 673,389 | |
Total current liabilities | 19,121,301 | 25,506,910 | 6,063,708 | |
Total liabilities | 19,121,301 | 25,506,910 | 6,063,708 | |
Accumulated deficit | (207,732,287) | (201,504,478) | (178,187,959) | |
Additional paid in capital | 188,751,460 | 176,108,887 | 172,139,185 | |
Total stockholders' deficit | (18,974,908) | (25,390,443) | (6,044,343) | $ (1,445,463) |
Total liabilities and stockholders' deficit | $ 146,393 | 116,467 | 19,365 | |
As Reported [Member] | ||||
Statement of Financial Position [Abstract] | ||||
Warrant liability | ||||
Conversion option derivative liability | 8,145,160 | |||
Convertible debt, net of unamortized discounts | 1,051,545 | |||
Total current liabilities | 28,168,610 | 5,215,917 | ||
Total liabilities | 28,168,610 | 5,215,917 | ||
Accumulated deficit | (204,989,355) | (178,226,456) | ||
Additional paid in capital | 176,932,064 | 173,025,473 | ||
Total stockholders' deficit | (28,052,143) | (5,196,552) | ||
Total liabilities and stockholders' deficit | 19,365 | |||
Revision [Member] | ||||
Statement of Financial Position [Abstract] | ||||
Warrant liability | 847,791 | |||
Conversion option derivative liability | (2,733,973) | |||
Convertible debt, net of unamortized discounts | 72,273 | |||
Total current liabilities | (2,661,700) | 847,791 | ||
Total liabilities | (2,661,700) | 847,791 | ||
Accumulated deficit | 3,484,877 | 38,497 | ||
Additional paid in capital | (823,177) | (886,288) | ||
Total stockholders' deficit | $ 2,661,700 | (847,791) | ||
Total liabilities and stockholders' deficit |
Background, Basis of Presenta27
Background, Basis of Presentation, and Going Concern (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Financial Position [Abstract] | ||||||
Gain (loss) on change in fair value of derivative | $ (3,274,387) | $ (8,977,501) | $ 6,170,172 | $ (11,418,423) | $ (10,193,218) | $ 38,497 |
Interest expense | (760,050) | (747,477) | (3,639,364) | (1,285,476) | (1,909,022) | (80,522) |
Total other expense | (4,034,437) | (9,724,978) | (1,226,177) | (12,853,899) | (12,252,240) | (42,025) |
Loss before income tax benefit | (5,924,931) | |||||
Net loss | $ (5,768,652) | $ (11,655,610) | $ (6,227,809) | $ (17,802,227) | $ (23,316,519) | $ (5,924,931) |
Net loss per share (basic and diluted) | $ (0.10) | $ (0.24) | $ (0.11) | $ (0.38) | $ (0.49) | $ (0.14) |
As Reported [Member] | ||||||
Statement of Financial Position [Abstract] | ||||||
Gain (loss) on change in fair value of derivative | $ (10,461,536) | $ (12,902,458) | $ (13,901,957) | |||
Interest expense | (526,378) | (1,064,377) | (1,685,160) | |||
Total other expense | (10,987,914) | (14,116,835) | (15,737,117) | (80,522) | ||
Loss before income tax benefit | (5,963,428) | |||||
Net loss | $ (12,918,546) | $ (19,065,163) | $ (26,801,396) | $ (5,963,428) | ||
Net loss per share (basic and diluted) | $ (0.26) | $ (0.41) | $ (0.56) | $ (0.14) | ||
Revision [Member] | ||||||
Statement of Financial Position [Abstract] | ||||||
Gain (loss) on change in fair value of derivative | $ 1,484,035 | $ 1,484,035 | $ 3,708,739 | $ 38,497 | ||
Interest expense | (221,099) | (221,099) | (223,862) | |||
Total other expense | 1,262,936 | 1,262,936 | 3,484,877 | 38,497 | ||
Loss before income tax benefit | 38,497 | |||||
Net loss | $ 1,262,936 | $ 1,262,936 | $ 3,484,877 | $ 38,497 | ||
Net loss per share (basic and diluted) | $ (0.02) | $ (0.03) | $ (0.07) | $ 0 |
Background, Basis of Presenta28
Background, Basis of Presentation, and Going Concern (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||||||
Net loss | $ (5,768,652) | $ (11,655,610) | $ (6,227,809) | $ (17,802,227) | $ (23,316,519) | $ (5,924,931) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
(Gain) loss on change in fair value of derivative liabilities | (6,170,172) | 11,418,423 | 10,193,218 | (38,497) | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||
Reclassification of warrants as derivative liabilities | 76,368 | 76,368 | 688,614 | |||
As Reported [Member] | ||||||
Cash flows from operating activities: | ||||||
Net loss | (12,918,546) | (19,065,163) | (26,801,396) | (5,963,428) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
(Gain) loss on change in fair value of derivative liabilities | ||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||
Reclassification of warrants as derivative liabilities | ||||||
Revision [Member] | ||||||
Cash flows from operating activities: | ||||||
Net loss | $ 1,262,936 | $ 1,262,936 | $ 3,484,877 | 38,497 | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
(Gain) loss on change in fair value of derivative liabilities | (38,497) | |||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||
Reclassification of warrants as derivative liabilities | $ 688,614 |
Background, Basis of Presenta29
Background, Basis of Presentation, and Going Concern (Details 3) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Liabilities | |||
Warrant derivative liability | $ 8,990,943 | $ 12,796,146 | $ 847,791 |
Conversion option derivative liability | 3,590,660 | 5,411,187 | |
Level 1 [Member] | |||
Assets | |||
None | |||
Total assets | |||
Liabilities | |||
Warrant derivative liability | |||
Conversion option derivative liability | |||
Total liabilities | |||
Level 2 [Member] | |||
Assets | |||
None | |||
Total assets | |||
Liabilities | |||
Warrant derivative liability | |||
Conversion option derivative liability | |||
Total liabilities | |||
Level 3 [Member] | |||
Assets | |||
None | |||
Total assets | |||
Liabilities | |||
Warrant derivative liability | 8,990,943 | 12,796,146 | 847,791 |
Conversion option derivative liability | 3,590,660 | 5,411,187 | |
Total liabilities | $ 12,581,603 | $ 18,207,333 | $ 847,791 |
Background, Basis of Presenta30
Background, Basis of Presentation, and Going Concern (Details 4) - Significant Unobservable Inputs (Level 3) [Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Beginning balance | $ 9,307,216 | $ 3,596,052 | $ 18,207,333 | $ 847,791 | $ 847,791 | $ 197,674 |
Change in fair value | 3,274,387 | 8,977,501 | (6,170,172) | 11,418,423 | 10,193,218 | (38,497) |
Additions reclassified from equity | 5,743,021 | 5,819,389 | 5,819,389 | |||
Additions recognized as compensation expense | 544,442 | 230,971 | 1,346,935 | |||
Ending balance | $ 12,581,603 | $ 18,316,574 | $ 12,581,603 | $ 18,316,574 | $ 18,207,333 | $ 847,791 |
Background, Basis of Presenta31
Background, Basis of Presentation, and Going Concern (Details 5) | Dec. 31, 2015USD ($) |
Background, Basis of Presentation, and Going Concern [Abstract] | |
2,016 | $ 50,000 |
2,017 | 65,000 |
2,018 | 75,000 |
2,019 | 100,000 |
2,020 | 100,000 |
2021 and thereafter | $ 100,000 |
Background, Basis of Presenta32
Background, Basis of Presentation, and Going Concern (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 24, 2013 | Sep. 30, 2016 | Dec. 31, 2015 | Mar. 30, 2015 | Dec. 31, 2014 | |
Background, Basis of Presentation, and Going Concern (Textual) | |||||
Equity interests, ownership percentage | 100.00% | 67.26% | |||
License agreement, description | Royalties due under the agreement are 5% of net sales of licensed products or licensed processes used, leased or sold by the Company, 3% of revenues from sublicensing technology and 23% of revenues from any patent rights lawsuit proceeds | ||||
Cash paid for research and development | $ 6,338,341 | ||||
Sponsored research agreement, description | Research and development of the Technology is being conducted at the University of Southern California ("USC") and, on a subcontractor basis, at the University of Michigan, beginning 2006 and currently under a 5-year Sponsored Research Agreement dated May 1, 2009. During this period, the Company has agreed to pay USC up to $6,338,341 for work to be performed. On December 20, 2013, the Company entered into a Research Agreement with USC ("2013 Research Agreement") to amend and replace the 2009 Research Agreement to continue the sponsored research at USC and Michigan from February 1, 2014 through January 31, 2021. | ||||
Working capital deficit | $ 18,983,497 | $ 25,404,178 | |||
Accumulated deficit | $ (207,732,287) | $ (201,504,478) | $ (178,187,959) |
Going Concern (Details)
Going Concern (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Going Concern (Textual) | |||
Working capital deficit | $ 18,983,497 | $ 25,404,178 | |
Accumulated deficit | $ (207,732,287) | $ (201,504,478) | $ (178,187,959) |
Operation requirment cost, description | The Company currently requires approximately $6 million to $8 million to continue its operations over the next twelve months. |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies (Textual) | |
Property and equipment, depreciation method | Straight-line method. |
Property and equipment, estimated useful lives | Estimated useful lives range from three to eight years. |
Income tax settlement amount, description | For tax positions that are more likely than not to be sustained upon audit, the second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. |
Revenue recognition terms description | The terms of the joint development agreement require the counterparty to pay Nanoflex up to $120,000 for the Company's engineering related expenses upon successful completion of a proof of concept. Terms of the invoices are net 30 days. |
Fair Value of Financial Instr35
Fair Value of Financial Instruments (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Liabilities | |||
Warrant derivative liability | $ 8,990,943 | $ 12,796,146 | $ 847,791 |
Conversion option derivative liability | 3,590,660 | 5,411,187 | |
Level 1 [Member] | |||
Assets | |||
None | |||
Total assets | |||
Liabilities | |||
Warrant derivative liability | |||
Conversion option derivative liability | |||
Total liabilities | |||
Level 2 [Member] | |||
Assets | |||
None | |||
Total assets | |||
Liabilities | |||
Warrant derivative liability | |||
Conversion option derivative liability | |||
Total liabilities | |||
Level 3 [Member] | |||
Assets | |||
None | |||
Total assets | |||
Liabilities | |||
Warrant derivative liability | 8,990,943 | 12,796,146 | 847,791 |
Conversion option derivative liability | 3,590,660 | 5,411,187 | |
Total liabilities | $ 12,581,603 | $ 18,207,333 | $ 847,791 |
Fair Value of Financial Instr36
Fair Value of Financial Instruments (Details 1) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Beginning balance | $ 9,307,216 | $ 3,596,052 | $ 18,207,333 | $ 847,791 | $ 847,791 | $ 197,674 |
Change in fair value | 3,274,387 | 8,977,501 | (6,170,172) | 11,418,423 | 10,193,218 | (38,497) |
Additions reclassified from equity | 5,743,021 | 5,819,389 | 5,819,389 | |||
Additions recognized as debt discounts | 688,614 | |||||
Additions recognized as compensation expense | 544,442 | 230,971 | 1,346,935 | |||
Ending balance | $ 12,581,603 | $ 18,316,574 | $ 12,581,603 | $ 18,316,574 | $ 18,207,333 | $ 847,791 |
Debt (Details)
Debt (Details) - Derivative Financial Instruments, Liabilities [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | ||
Risk-free interest rate | ||
Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | 197.50% | |
Risk-free interest rate | 1.54% | |
Expected term | 4 years 3 months | |
Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | 135.41% | |
Risk-free interest rate | 0.16% | |
Expected term | 3 months |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | Aug. 12, 2016 | Jul. 13, 2016 | May 12, 2016 | Mar. 07, 2016 | Jan. 22, 2016 | Jan. 06, 2016 | Nov. 05, 2015 | Jul. 08, 2015 | May 26, 2015 | Apr. 30, 2015 | Jan. 25, 2016 | Oct. 19, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 19, 2014 | Jul. 31, 2014 | Feb. 26, 2014 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 01, 2015 | Jun. 29, 2015 | Apr. 17, 2015 | Apr. 15, 2015 |
Debt (Textual) | |||||||||||||||||||||||||||||||
Notes payable to related parties | $ 670,848 | $ 670,848 | $ 150,000 | ||||||||||||||||||||||||||||
Warrants exercisable price per share | $ 0.50 | ||||||||||||||||||||||||||||||
Additional warrant expense | 1,277,699 | ||||||||||||||||||||||||||||||
Proceeds from convertible notes | 1,199,500 | $ 1,657,500 | 2,106,405 | 800,000 | |||||||||||||||||||||||||||
Convertible notes payable | $ 757,595 | 757,595 | |||||||||||||||||||||||||||||
Fair value of warrants issued | 1,423,303 | 688,614 | |||||||||||||||||||||||||||||
Fair value of beneficial conversion feature | 2,056,493 | 1,079,117 | |||||||||||||||||||||||||||||
Conversion of debt instrument, value | $ 1,634,928 | ||||||||||||||||||||||||||||||
Conversion of debt instrument, shares | 3,323,230 | ||||||||||||||||||||||||||||||
Convertible debt | 1,554,733 | 1,123,818 | 1,554,733 | $ 1,123,818 | 673,389 | ||||||||||||||||||||||||||
Beneficial conversion feature and warrants issued with debt | 1,655,369 | ||||||||||||||||||||||||||||||
Advances from related party | 1,375,000 | 300,000 | 625,000 | 150,000 | |||||||||||||||||||||||||||
Repayments to related party | 150,000 | ||||||||||||||||||||||||||||||
Outstanding debt | 184,411 | 150,000 | 184,411 | 150,000 | 100,000 | ||||||||||||||||||||||||||
Amortization of debt discounts | 2,225,077 | 765,006 | 1,292,525 | 4,304 | |||||||||||||||||||||||||||
Unamortized discount net | 113,253 | 113,253 | |||||||||||||||||||||||||||||
Interest paid related parties | 11,435 | 11,984 | |||||||||||||||||||||||||||||
Warrants issued for services | 4,615,154 | ||||||||||||||||||||||||||||||
Accounts payable- related party | 1,420 | 62,469 | 1,420 | 62,469 | 48,064 | ||||||||||||||||||||||||||
Advances From Related Party | 350,000 | 110,000 | 350,000 | 110,000 | 428,150 | ||||||||||||||||||||||||||
Loss on extinguishment of debt | (3,756,985) | (150,000) | (150,000) | ||||||||||||||||||||||||||||
Derivative liability value | 8,990,943 | 12,796,146 | 8,990,943 | 12,796,146 | 847,791 | ||||||||||||||||||||||||||
Reclassification of conversion options as derivative liabilities | 5,743,021 | 5,743,021 | |||||||||||||||||||||||||||||
Interest expense of warrants related to conversion of debt | 1,090,759 | $ 458,743 | 494,730 | ||||||||||||||||||||||||||||
Mr. Seligsohn [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Fair value of warrants issued with debt | 1,420 | 62,469 | 1,420 | 62,469 | |||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Minimum interest rate | 8.00% | ||||||||||||||||||||||||||||||
Warrants issued for conversion of notes | 530,000 | 377,500 | |||||||||||||||||||||||||||||
Warrants exercisable price per share | $ 0.50 | $ 2.50 | $ 0.50 | $ 2.50 | $ 0.50 | $ 0.50 | $ 1 | $ 0.50 | $ 0.50 | ||||||||||||||||||||||
Term of warrants | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||
Proceeds from convertible notes | 486,549 | ||||||||||||||||||||||||||||||
Convertible notes payable | 204,020 | $ 377,500 | $ 377,500 | 204,020 | |||||||||||||||||||||||||||
Fair value of warrants issued | $ 1,195,985 | 463,575 | |||||||||||||||||||||||||||||
Conversion of debt instrument, value | $ 530,000 | $ 700,000 | $ 377,500 | $ 675,000 | |||||||||||||||||||||||||||
Conversion of debt instrument, shares | 75,288 | 377,500 | 1,350,000 | ||||||||||||||||||||||||||||
Loss on derivative | $ 4,892,969 | ||||||||||||||||||||||||||||||
Fair value of convertible feature | 3,132,526 | 3,132,526 | |||||||||||||||||||||||||||||
Notes payable | 675,000 | 675,000 | |||||||||||||||||||||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ 17.50 | ||||||||||||||||||||||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ 12 | ||||||||||||||||||||||||||||||
Warrant [Member] | Mr. Seligsohn [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Term of warrants | 10 years | ||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ 0.50 | ||||||||||||||||||||||||||||||
Fair value of beneficial conversion feature | |||||||||||||||||||||||||||||||
Conversion of debt instrument, value | $ 37,644 | ||||||||||||||||||||||||||||||
Conversion of debt instrument, shares | 37,644 | ||||||||||||||||||||||||||||||
Beneficial conversion feature and warrants issued with debt | |||||||||||||||||||||||||||||||
Warrants issued for services | |||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 549,638 | ||||||||||||||||||||||||||||||
Stock option [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Fair value of convertible feature | 2,610,495 | $ 2,610,495 | |||||||||||||||||||||||||||||
Notes Payable [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Warrants issued for conversion of notes | 600,000 | 100,000 | |||||||||||||||||||||||||||||
Fair value of warrants issued | $ 235,188 | $ 45,243 | |||||||||||||||||||||||||||||
Debt instrument description | 0.50 | ||||||||||||||||||||||||||||||
Term of note | 120 days | ||||||||||||||||||||||||||||||
Outstanding debt | 50,000 | $ 50,000 | |||||||||||||||||||||||||||||
Amortization of debt discounts | $ 19,599 | $ 19,599 | 45,243 | ||||||||||||||||||||||||||||
Unsecured note interest | 10.00% | 10.00% | |||||||||||||||||||||||||||||
Strike price/Shares | $ 0.50 | $ 0.50 | |||||||||||||||||||||||||||||
Prommisory notes issued | $ 300,000 | 50,000 | |||||||||||||||||||||||||||||
Outstanding balance of notes payable | 150,000 | $ 100,000 | |||||||||||||||||||||||||||||
Notes payable | $ 400,000 | $ 150,000 | $ 400,000 | $ 150,000 | |||||||||||||||||||||||||||
Notes Payable [Member] | Mr. Seligsohn [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Minimum interest rate | 0.50% | 0.50% | 0.50% | 0.50% | |||||||||||||||||||||||||||
Outstanding debt | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||
Notes payable | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||
Notes Payable - Related Party [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Notes payable to related parties | 670,848 | $ 670,848 | 150,000 | ||||||||||||||||||||||||||||
Minimum interest rate | 4.00% | 4.00% | |||||||||||||||||||||||||||||
Warrants issued for conversion of notes | 1,250,000 | ||||||||||||||||||||||||||||||
Debt discount | $ 996,178 | ||||||||||||||||||||||||||||||
Fair value of warrants issued | 418,332 | ||||||||||||||||||||||||||||||
Debt instrument description | Under the terms of this agreement, the note was to be repaid within 6 months of funding. | ||||||||||||||||||||||||||||||
Principal amount of debt | 625,000 | 625,000 | |||||||||||||||||||||||||||||
Accrued interest | $ 509 | ||||||||||||||||||||||||||||||
Advances from related party | 150,000 | ||||||||||||||||||||||||||||||
Outstanding debt | $ 150,000 | 625,000 | 625,000 | ||||||||||||||||||||||||||||
Unamortized discount | $ 0 | 104,152 | |||||||||||||||||||||||||||||
Unamortized discount net | $ 104,152 | 104,152 | 0 | ||||||||||||||||||||||||||||
Convertible notes payable maturity date | Feb. 26, 2016 | Feb. 26, 2016 | |||||||||||||||||||||||||||||
Debt instrument, accrued interest | 509 | 22,784 | |||||||||||||||||||||||||||||
Interest due to be repaid | $ 314,180 | ||||||||||||||||||||||||||||||
Strike price/Shares | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||||||||||||||||
Prommisory notes issued | $ 1,375,000 | $ 625,000 | |||||||||||||||||||||||||||||
Outstanding balance of notes payable | 670,848 | 150,000 | |||||||||||||||||||||||||||||
Net of unamortized discounts | $ 104,152 | $ 104,152 | 0 | ||||||||||||||||||||||||||||
Warrants issued to purchase common stock | 2,750,000 | ||||||||||||||||||||||||||||||
Notes payable to related parties | $ 0 | 670,848 | $ 0 | $ 670,848 | |||||||||||||||||||||||||||
Notes Payable - Related Party [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Term of note | 150 days | ||||||||||||||||||||||||||||||
Notes Payable - Related Party [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Term of note | 120 days | ||||||||||||||||||||||||||||||
Notes Payable - Related Party [Member] | Note Conversion Agreement [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Warrants issued for conversion of notes | 4,320,000 | ||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ 0.50 | ||||||||||||||||||||||||||||||
Term of warrants | 10 years | ||||||||||||||||||||||||||||||
Fair value of warrants issued | $ 2,236,921 | ||||||||||||||||||||||||||||||
Fair value of beneficial conversion feature | 1,100,735 | $ 899,265 | |||||||||||||||||||||||||||||
Conversion of debt instrument, value | $ 160,000 | ||||||||||||||||||||||||||||||
Conversion of debt instrument, shares | 320,000 | ||||||||||||||||||||||||||||||
Principal amount of debt | 2,000,000 | ||||||||||||||||||||||||||||||
Unamortized discount net | 926,382 | ||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 3,163,303 | ||||||||||||||||||||||||||||||
Warrants issued to purchase common stock | 4,320,000 | ||||||||||||||||||||||||||||||
Issuance of private placement | $ 2,000,000 | ||||||||||||||||||||||||||||||
Advances - Related Party [Member] | Mr. Seligsohn [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Notes payable to related parties | 350,000 | 110,000 | 350,000 | $ 110,000 | |||||||||||||||||||||||||||
Advances from related party | 0 | 510,000 | |||||||||||||||||||||||||||||
Repayments to related party | 150,000 | 270,000 | |||||||||||||||||||||||||||||
Advance from related party | 212,350 | 212,350 | 721,150 | ||||||||||||||||||||||||||||
Interest paid related parties | 7,989 | ||||||||||||||||||||||||||||||
Advance repaid | 530,500 | 293,000 | |||||||||||||||||||||||||||||
Advances From Related Party | 110,000 | 110,000 | 428,150 | ||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Notes payable to related parties | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||||||||||
Minimum interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||||||||||||
Warrants issued for conversion of notes | 500,000 | 500,000 | 80,000 | 914,049 | 530,000 | 466,667 | 200,000 | 377,500 | 375,000 | 244,500 | |||||||||||||||||||||
Debt discount | $ 278,386 | $ 38,205 | $ 158,423 | $ 102,835 | |||||||||||||||||||||||||||
Warrants exercisable price per share | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 2.50 | $ 2.50 | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||||||||||
Term of warrants | 1 year | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||||
Fair value of the conversion options | $ 22,290 | ||||||||||||||||||||||||||||||
Additional warrant expense | $ 98,381 | $ 12,415 | 19,505 | $ 100,449 | $ 62,992 | 186,605 | |||||||||||||||||||||||||
Proceeds from convertible notes | 80,000 | $ 375,000 | $ 244,500 | ||||||||||||||||||||||||||||
Convertible notes payable | $ 80,000 | $ 350,000 | $ 1,123,818 | 1,123,818 | 673,389 | ||||||||||||||||||||||||||
Conversion of units, shares | 160,000 | ||||||||||||||||||||||||||||||
Maturity date, description | One year | One year | One year | ||||||||||||||||||||||||||||
Fair value of warrants issued with debt | 80,000 | ||||||||||||||||||||||||||||||
Fair value of warrants issued | $ 117,377 | $ 161,010 | $ 206,620 | $ 96,771 | $ 375,000 | $ 244,500 | 80,643 | ||||||||||||||||||||||||
Debt instrument description | The convertible note has a principal amount of $500,000, includes the issuance of 500,000 additional warrants, interest of 8% per annum, a maturity date of one year and is convertible into 1,000,000 units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $0.50 per share, subject to certain anti-dilution provisions. | These notes were modified on June 29, 2015 to change the conversion price and exercise price to $0.50 per share. | These notes were modified on June 29, 2015 to change the conversion price and exercise price to $0.50 per share. | ||||||||||||||||||||||||||||
Fair value of beneficial conversion feature | $ 123,233 | 5,106 | $ 87,563 | $ 59,546 | $ 6,743 | ||||||||||||||||||||||||||
Conversion of debt instrument, value | $ 500,000 | $ 914,049 | $ 530,000 | 700,000 | $ 300,000 | $ 377,500 | |||||||||||||||||||||||||
Conversion of debt instrument, shares | 1,000,000 | 1,728,098 | 1,060,000 | 300,000 | 700,000 | 755,000 | 750,000 | 489,000 | |||||||||||||||||||||||
Convertible debt | $ 500,000 | $ 594,498 | $ 244,500 | $ 375,000 | $ 244,500 | ||||||||||||||||||||||||||
Additonal issuance of warrants | 500,000 | ||||||||||||||||||||||||||||||
Beneficial conversion feature and warrants issued with debt | $ 37,584 | $ 116,129 | 78,673 | ||||||||||||||||||||||||||||
Principal amount of debt | 914,049 | $ 300,000 | |||||||||||||||||||||||||||||
Accrued interest | $ 50,000 | ||||||||||||||||||||||||||||||
Common shares issued for conversion | 408,040 | ||||||||||||||||||||||||||||||
Advances from related party | $ 500,000 | ||||||||||||||||||||||||||||||
Term of note | 1 year | ||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 594,498 | $ 85,749 | $ 225,426 | $ 130,915 | $ 377,500 | 933,103 | 4,304 | ||||||||||||||||||||||||
Unamortized discount net | $ 385,303 | 385,303 | 0 | ||||||||||||||||||||||||||||
Convertible notes payable maturity date | Jun. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 19, 2015 | Jul. 21, 2015 | ||||||||||||||||||||||||||
Warrants purchase price | $ 1 | ||||||||||||||||||||||||||||||
Unsecured note conversion price | $ 0.50 | $ 1.25 | |||||||||||||||||||||||||||||
Warrants exercisable term | 5 years | ||||||||||||||||||||||||||||||
Interest due to be repaid | $ 16,500 | ||||||||||||||||||||||||||||||
Increase in interest amount | 25,000 | ||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 44,044 | 150,000 | |||||||||||||||||||||||||||||
Reclassification of conversion options as derivative liabilities | $ 172,869 | ||||||||||||||||||||||||||||||
Fair value of warrants issued | 50,000 | ||||||||||||||||||||||||||||||
Fair value of warrants issued with debt | $ 80,643 | $ 137,863 | $ 71,369 | 106,510 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Short Term Note Agreements [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Principal amount of debt | $ 250,000 | ||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Common shares issued for conversion | 25,190 | ||||||||||||||||||||||||||||||
Common stock issued to warrants purchase, shares | 3,323,230 | ||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Common shares issued for conversion | 3,323,230 | ||||||||||||||||||||||||||||||
Common stock issued to warrants purchase, shares | 3,323,230 | ||||||||||||||||||||||||||||||
Warrants to purchase common stock | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Convertible notes payable | 1,339,144 | 1,123,818 | 1,339,144 | 1,123,818 | |||||||||||||||||||||||||||
Fair value of beneficial conversion feature | $ 131,510 | $ 3,787 | |||||||||||||||||||||||||||||
Conversion of debt instrument, shares | 1,072,390 | 61,578 | |||||||||||||||||||||||||||||
Principal amount of debt | $ 496,477 | $ 30,000 | 496,477 | ||||||||||||||||||||||||||||
Accrued interest | $ 39,718 | $ 790 | 39,718 | $ 494,730 | |||||||||||||||||||||||||||
Common shares issued for conversion | 1,072,390 | 61,578 | |||||||||||||||||||||||||||||
Amortization of debt discounts | 2,030,827 | 626,187 | |||||||||||||||||||||||||||||
Unamortized discount | 625,856 | 561,728 | |||||||||||||||||||||||||||||
Debt instrument, accrued interest | 105,000 | ||||||||||||||||||||||||||||||
Short-term debt, balance due | $ 100,000 | ||||||||||||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Fair value of the derivative liability | $ 3,590,660 | 3,590,660 | |||||||||||||||||||||||||||||
Recognized gain on derivative | $ 1,820,527 | ||||||||||||||||||||||||||||||
Convertible Notes Payable One [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ 0.50 | ||||||||||||||||||||||||||||||
Convertible Notes Payable Two [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Principal amount of debt | $ 1,634,928 | $ 1,634,928 | |||||||||||||||||||||||||||||
Accrued interest | $ 26,687 | 26,687 | |||||||||||||||||||||||||||||
Interest due to be repaid | $ 12,595 | ||||||||||||||||||||||||||||||
Convertible Notes Payable Five [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Common shares issued for conversion | 28,184 | ||||||||||||||||||||||||||||||
Convertible Notes Payable Seven [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Amortization of debt discounts | 4,304 | ||||||||||||||||||||||||||||||
Unamortized discount net | $ 0 | ||||||||||||||||||||||||||||||
Derivative Liabilities And Convertible Notes [Member] | |||||||||||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||||||||||
Fair value of the derivative liabilities | $ 5,411,187 | 5,411,187 | |||||||||||||||||||||||||||||
Gain on fair value of conversion option derivative liabilities | $ 331,834,000 |
Equity (Details)
Equity (Details) - Stock Options [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 122.87% | |
Risk-free interest rate | 1.91% | |
Expected term | 6 years 22 days | 0 years |
Equity (Details 1)
Equity (Details 1) - Stock Options [Member] - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 23, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares | ||||
Number of Shares, Outstanding | 50,000 | 49,000 | 105,000 | |
Number of Shares, Granted | 50,000 | 50,000 | ||
Number of Shares, Exercised | ||||
Number of Shares, Forfeited | (49,000) | (56,000) | ||
Number of Shares, Outstanding | 50,000 | 50,000 | 49,000 | |
Number of Shares, Exercisable | 10,000 | 1,000 | ||
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, Outstanding | $ 0.50 | $ 11.01 | $ 11.03 | |
Weighted Average Exercise Price, Granted | 0.50 | |||
Weighted Average Exercise Price, Exercised | ||||
Weighted Average Exercise Price, Forfeited | 11.92 | 10.26 | ||
Weighted Average Exercise Price, Outstanding | 0.50 | 0.50 | $ 11.01 | |
Weighted Average Exercise Price, Exercisable | $ 0.50 | $ 0.50 | ||
Weighted Average Remaining Contractual Life (years) | ||||
Weighted Average Remaining Contractual Life (years), Outstanding | 9 years 2 months 12 days | 10 years | 2 years 7 months 6 days | |
Weighted Average Remaining Contractual Life (years), Exercisable | 50 months | 9 years 2 months 12 days | 10 years |
Equity (Details 2)
Equity (Details 2) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Shares | ||||
Number of Shares, Outstanding | 40,026,431 | 21,251,983 | 19,556,983 | |
Number of Shares, Granted | 19,254,051 | 15,481,234 | 1,707,000 | |
Number of Shares, Warrants issued related to reset provision | 5,284,500 | |||
Number of Shares, Expired/Cancelled | (110,000) | (162,850) | (12,000) | |
Number of Shares, Exercised | (12,577) | (1,828,436) | ||
Number of Shares, Outstanding | 59,157,905 | 40,026,431 | 21,251,983 | 19,556,983 |
Number of Shares, Exercisable | 57,220,405 | 38,826,431 | ||
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, Outstanding | $ 1.83 | $ 2.53 | $ 3.60 | |
Weighted Average Exercise Price, Granted | 0.75 | 2.50 | ||
Weighted Average Exercise Price, Warrants issued related to reset provision | 2.50 | |||
Weighted Average Exercise Price,Expired/Cancelled | 3 | |||
Weighted Average Exercise Price, Exercised | 2.41 | |||
Weighted Average Exercise Price, Outstanding | 0.83 | 1.83 | $ 2.53 | $ 3.60 |
Weighted Average Exercise Price, Exercisable | $ 0.83 | $ 1.88 | ||
Weighted Average Remaining Contractual Term (in years) | ||||
Weighted Average Remaining Contractual Term (in years), Outstanding | 4 years 10 months 24 days | 4 years 7 months 6 days | 3 years 9 months 18 days | 4 years 8 months 12 days |
Weighted Average Remaining Contractual Term (in years), Exercisable | 4 years 10 months 24 days | 4 years 7 months 6 days | ||
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value, Outstanding | $ 60,709,026 | |||
Aggregate Intrinsic Value, Outstanding | 60,709,026 | |||
Aggregate Intrinsic Value, Exercisable | $ 60,709,026 | $ 54,932,218 |
Equity (Details 3)
Equity (Details 3) - Warrant [Member] | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 129.70% | 113.46% | 108.72% | 98.25% |
Risk-free interest rate | 0.44% | 0.08% | 0.725% | 0.67% |
Expected term | 2 years 3 months | 3 months | 3 years | 4 years 3 months |
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 183.62% | 141.78% | 132.58% | 102.46% |
Risk-free interest rate | 1.78% | 1.88% | 2.27% | 0.825% |
Expected term | 10 years | 5 years | 10 years | 5 years |
Equity (Details Textual)
Equity (Details Textual) | May 13, 2016$ / sharesshares | Jan. 06, 2016$ / shares | Dec. 09, 2015USD ($)$ / sharesshares | Nov. 09, 2015$ / sharesshares | Nov. 06, 2015USD ($)shares | Nov. 05, 2015$ / sharesshares | Nov. 04, 2015$ / sharesshares | Sep. 01, 2015USD ($)$ / sharesshares | Sep. 01, 2015$ / sharesshares | May 26, 2015USD ($)$ / sharesshares | Mar. 31, 2015$ / sharesshares | Sep. 23, 2016USD ($)shares | Apr. 30, 2016USD ($) | Dec. 23, 2015shares | Oct. 19, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($)Holders$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Apr. 28, 2013shares | Sep. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)shares | Dec. 31, 2015USD ($)$ / shares$ / pureshares | Sep. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Jun. 30, 2016USD ($)shares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / shares$ / pureshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($) | Mar. 31, 2016shares | Apr. 17, 2015USD ($)$ / sharesshares | Apr. 15, 2015$ / shares |
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 1,515,190 | 1,515,190 | ||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||||
Shares issued | 12,577 | 53,374 | 12,577 | 53,374 | ||||||||||||||||||||||||||||
Warrants and common shares issued for accrued interest | $ | $ 26,687 | |||||||||||||||||||||||||||||||
Common stock returned and cancelled for issuance of convertible note | $ | (37,644) | |||||||||||||||||||||||||||||||
Common stock issued for services | $ | 350,000 | |||||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ | 914,220 | |||||||||||||||||||||||||||||||
Number of warrants issued | 1,195,985 | 1,195,985 | ||||||||||||||||||||||||||||||
Derivative liability | $ | $ 8,990,943 | $ 12,796,146 | $ 8,990,943 | 12,796,146 | 847,791 | |||||||||||||||||||||||||||
Conversion of debt instrument, value | $ | $ 1,634,928 | |||||||||||||||||||||||||||||||
Conversion of debt instrument, shares | 3,323,230 | |||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | $ | 6,288 | $ 914,218 | $ 914,220 | |||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||||||||||||||||||
Warrants exercise price subject to certain anti-dilution provisions | $ / shares | $ 1 | |||||||||||||||||||||||||||||||
Principal balances of notes | $ | $ 757,595 | 757,595 | ||||||||||||||||||||||||||||||
Issued common stock convertible notes, shares | 1,515,190 | |||||||||||||||||||||||||||||||
Fair value of warrants issued | $ | $ 1,423,303 | 688,614 | ||||||||||||||||||||||||||||||
Additional warrants issued to investors | 5,284,500 | |||||||||||||||||||||||||||||||
Gain on change in fair value of derivative | $ | (3,274,387) | $ (8,977,501) | 6,170,172 | (11,418,423) | $ (10,193,218) | 38,497 | ||||||||||||||||||||||||||
Reclassification of warrants as derivative liabilities | $ | 76,368 | 76,368 | 688,614 | |||||||||||||||||||||||||||||
Convertible note conversion, description | Each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $1 per share, subject to certain anti-dilution provisions. | |||||||||||||||||||||||||||||||
Proceeds exchange for convertible notes | $ | 1,199,500 | 1,657,500 | 2,106,405 | 800,000 | ||||||||||||||||||||||||||||
Fair value of derivative liability of warrants | $ | 12,796,146 | $ 197,674 | ||||||||||||||||||||||||||||||
Warrant derivative liability | $ | 8,990,943 | $ 12,796,146 | 8,990,943 | 12,796,146 | 847,791 | |||||||||||||||||||||||||||
Compensation expense | $ | 1,346,935 | |||||||||||||||||||||||||||||||
Loss on extinguishment of liability | $ | (3,756,985) | (150,000) | (150,000) | |||||||||||||||||||||||||||||
Warrants issued for interest expense | $ | 6,023 | |||||||||||||||||||||||||||||||
Warrant expense | $ | $ 1,277,699 | |||||||||||||||||||||||||||||||
Robert J. Fasnacht [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 500,000 | |||||||||||||||||||||||||||||||
Common stock price per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||
Equity Option [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Stock options outstanding intrinsic value | $ | $ 55,500 | $ 55,500 | $ 0 | |||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 2,400,000 | 408,040 | 408,040 | 200,000 | ||||||||||||||||||||||||||||
Number of warrant shares vested | 1,200,000 | |||||||||||||||||||||||||||||||
Common stock price per share | $ / shares | $ 1 | |||||||||||||||||||||||||||||||
Sale of common shares, shares | 86,000 | |||||||||||||||||||||||||||||||
Proceeds from exchange of common stock | $ | $ 86,000 | |||||||||||||||||||||||||||||||
Sale of stock, per share price | $ / shares | $ 1 | $ 1 | ||||||||||||||||||||||||||||||
Sale of stock and warrant, Description | Each unit consisted of one common share and one warrant. | |||||||||||||||||||||||||||||||
Warrant exercisable period | 5 years | 5 years | ||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ / shares | $ 1 | |||||||||||||||||||||||||||||||
Number of common shares exercised | (12,577) | (1,828,436) | ||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||
Common stock estimated fair value grants | $ | $ 35,468 | |||||||||||||||||||||||||||||||
Maximum options granting to purchase common stock | 19,254,051 | 15,481,234 | 1,707,000 | |||||||||||||||||||||||||||||
Stock options cancelled during the period | 110,000 | 162,850 | 12,000 | |||||||||||||||||||||||||||||
Maximum term of options | 4 years 10 months 24 days | 4 years 7 months 6 days | ||||||||||||||||||||||||||||||
Stock options outstanding intrinsic value | $ | $ 60,709,026 | $ 60,709,026 | ||||||||||||||||||||||||||||||
Warrants granted during the period | 860,150 | |||||||||||||||||||||||||||||||
Warrants exercised to total shares of common stock | 1,178,786 | |||||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ | $ 589,393 | |||||||||||||||||||||||||||||||
Number of warrants issued | 250,000 | 466,667 | 700,000 | 466,667 | 486,549 | 466,667 | 486,549 | |||||||||||||||||||||||||
Derivative liability | $ | $ 128,317 | $ 102,654 | ||||||||||||||||||||||||||||||
Common stock issued after exercise of warrants | 649,650 | |||||||||||||||||||||||||||||||
Warrants issued for conversion of notes | 530,000 | 377,500 | ||||||||||||||||||||||||||||||
Conversion of debt instrument, value | $ | $ 530,000 | $ 700,000 | $ 377,500 | $ 675,000 | ||||||||||||||||||||||||||||
Conversion of debt instrument, shares | 75,288 | 377,500 | 1,350,000 | |||||||||||||||||||||||||||||
Additional warrant issued | 1,400,000 | |||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 377,500 | $ 324,825 | $ 589,393 | |||||||||||||||||||||||||||||
Term of warrants | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 1 | $ 1 | $ 0.50 | $ 2.50 | $ 2.50 | $ 0.50 | $ 2.50 | $ 0.50 | $ 2.50 | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||||||||||||
Warrants exercise price subject to certain anti-dilution provisions | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||||
Principal balances of notes | $ | $ 204,020 | $ 377,500 | $ 377,500 | 204,020 | ||||||||||||||||||||||||||||
Issued common stock convertible notes, shares | 408,040 | |||||||||||||||||||||||||||||||
Fair value of warrants issued | $ | 1,195,985 | $ 463,575 | ||||||||||||||||||||||||||||||
Additional warrants issued to investors | 86,000 | |||||||||||||||||||||||||||||||
Gain on change in fair value of derivative | $ | 4,349,645 | $ 10,525,052 | ||||||||||||||||||||||||||||||
Convertible note conversion, description | The convertible notes are convertible into units, with each unit consisting two shares of common stock and two warrants with a five year life from the date of conversion and an exercise price $0.50 per share, subject to certain anti-dilution provisions. | The convertible notes are convertible into units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $1 per share, subject to certain anti-dilution provisions. | The convertible notes are convertible into units, with each unit consisting two shares of common stock and two warrants with a five year life from the date of conversion and an exercise price $0.50 per share, subject to certain anti-dilution provisions. | The convertible notes are convertible into units, with each unit consisting two shares of common stock and two warrants with a five year life from the date of conversion and an exercise price $0.50 per share, subject to certain anti-dilution provisions. | ||||||||||||||||||||||||||||
Number of convertible debt | Holders | 2 | |||||||||||||||||||||||||||||||
Proceeds exchange for convertible notes | $ | $ 486,549 | |||||||||||||||||||||||||||||||
Shares issued for cashless warrant | 1,350,000 | |||||||||||||||||||||||||||||||
Aggregate amount of promissory notes | $ | $ 675,000 | $ 675,000 | ||||||||||||||||||||||||||||||
Common stock strike price | 0.50 | 0.50 | ||||||||||||||||||||||||||||||
Recognize Black-Scholes option pricing model expenses | $ | $ 373,008 | $ 604,187 | ||||||||||||||||||||||||||||||
Warrant [Member] | First Anniversary [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Number of warrant shares vested | 600,000 | |||||||||||||||||||||||||||||||
Warrant [Member] | Second Anniversary [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Number of warrant shares vested | 600,000 | |||||||||||||||||||||||||||||||
Warrant [Member] | Mr.Tobin [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 1,500,000 | 1,500,000 | ||||||||||||||||||||||||||||||
Number of warrant shares vested | 375,000 | |||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 375,000 | |||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 1 | $ 1 | ||||||||||||||||||||||||||||||
Fair value of warrants issued | $ | $ 2,835,061 | |||||||||||||||||||||||||||||||
Warrant [Member] | Mr.Tobin [Member] | First Anniversary [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Number of warrant shares vested | 375,000 | 375,000 | ||||||||||||||||||||||||||||||
Warrant [Member] | Mr.Tobin [Member] | Second Anniversary [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Number of warrant shares vested | 375,000 | 375,000 | ||||||||||||||||||||||||||||||
Warrant [Member] | Mr.Tobin [Member] | Third Anniversary [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Number of warrant shares vested | 375,000 | 375,000 | ||||||||||||||||||||||||||||||
Warrant [Member] | Robert J. Fasnacht [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 500,000 | |||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ / shares | $ 1 | |||||||||||||||||||||||||||||||
Term of warrants | 10 years | |||||||||||||||||||||||||||||||
Warrant [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 3,000,000 | |||||||||||||||||||||||||||||||
Common stock price per share | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ / shares | $ 1 | |||||||||||||||||||||||||||||||
Term of warrants | 10 years | |||||||||||||||||||||||||||||||
Warrant [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 12 | |||||||||||||||||||||||||||||||
Warrant [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 17.50 | |||||||||||||||||||||||||||||||
Warrants One [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 2,400,000 | 15,000 | ||||||||||||||||||||||||||||||
Number of warrant shares vested | 1,200,000 | |||||||||||||||||||||||||||||||
Common stock price per share | $ / shares | $ 1 | |||||||||||||||||||||||||||||||
Shares issued | 1 | |||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.50 | $ 0.50 | ||||||||||||||||||||||||||||||
Fair value of warrants issued | $ | $ 13,618 | |||||||||||||||||||||||||||||||
Warrant expense | $ | $ 265,787 | $ 915,489 | ||||||||||||||||||||||||||||||
Recognize Black-Scholes option pricing model expenses | $ | $ 13,618 | |||||||||||||||||||||||||||||||
Derivatives, determination of fair value description | The fair value of the first 1,200,000 Warrants Shares was determined to be $1,115,964 using the Black-Scholes option pricing model and was recognized as expense during the year ended December 31, 2015. | |||||||||||||||||||||||||||||||
Warrants One [Member] | First Anniversary [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Number of warrant shares vested | 600,000 | |||||||||||||||||||||||||||||||
Warrants One [Member] | Second Anniversary [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Number of warrant shares vested | 600,000 | |||||||||||||||||||||||||||||||
Warrants Two [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 1,000,000 | |||||||||||||||||||||||||||||||
Number of warrant shares vested | 500,000 | |||||||||||||||||||||||||||||||
Common stock price per share | $ / shares | $ 1 | |||||||||||||||||||||||||||||||
Derivatives, determination of fair value description | The fair value of the first 500,000 Warrant Shares was determined to be $388,888 using the Black-Scholes option pricing model and was recognized as expense during the quarter ended June 30, 2016. | |||||||||||||||||||||||||||||||
Warrants Two [Member] | First Anniversary [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Number of warrant shares vested | 250,000 | |||||||||||||||||||||||||||||||
Warrants Two [Member] | Second Anniversary [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Number of warrant shares vested | 250,000 | |||||||||||||||||||||||||||||||
Warrants Three [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 200,000 | |||||||||||||||||||||||||||||||
Number of warrant shares vested | 1 | |||||||||||||||||||||||||||||||
Derivatives, determination of fair value description | The fair value of the Warrant Shares was determined to total $199,905 as of September 30, 2016 using the Black-Scholes option pricing model of which $155,554 was recognized as expense during the three and nine months ended September 30, 2016. | |||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 205,050 | 3,031,050 | 3,031,050 | 205,050 | ||||||||||||||||||||||||||||
Common stock price per share | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||||
Sale of common shares, shares | 86,000 | 1,507,000 | ||||||||||||||||||||||||||||||
Proceeds from exchange of common stock | $ | $ 40,062 | $ 25,129 | $ 466,451 | $ 67,536 | $ 86,000 | $ 1,883,750 | ||||||||||||||||||||||||||
Sale of stock, per share price | $ / shares | $ 1 | $ 1 | $ 1.25 | |||||||||||||||||||||||||||||
Sale of stock and warrant, Description | Each unit consisted of one common share and one warrant. | Each unit consisted of one common share and one warrant. | ||||||||||||||||||||||||||||||
Warrant exercisable period | 10 years | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||
Warrants exercisable price per share | $ / shares | $ 1 | $ 2.50 | ||||||||||||||||||||||||||||||
Shares issued | 54,278 | 1,007,535 | 1,007,535 | 54,278 | 1,140,662 | |||||||||||||||||||||||||||
Number of common shares exercised | 250,000 | 1,828,437 | ||||||||||||||||||||||||||||||
Common stock returned and cancelled for issuance of convertible note | $ | $ (7) | |||||||||||||||||||||||||||||||
Number of common stock cancelled | 75,288 | (75,288) | ||||||||||||||||||||||||||||||
Common stock issued for services (in shares) | 350,000 | 350,000 | ||||||||||||||||||||||||||||||
Common stock issued for services | $ | $ 350,000 | $ 35 | ||||||||||||||||||||||||||||||
common stock issued for shares and warrants | 100,000 | |||||||||||||||||||||||||||||||
Common stock estimated fair value grants | $ | $ 14,532 | |||||||||||||||||||||||||||||||
Conversion of debt instrument, value | $ | $ 37,644 | |||||||||||||||||||||||||||||||
Conversion of debt instrument, shares | 37,644 | |||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 50,000 | |||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||||
Common stock issued, shares | 245,878 | |||||||||||||||||||||||||||||||
Number of warrant to purchase of common stock | 1,140,662 | 426,741 | ||||||||||||||||||||||||||||||
Fair value of shares and warrants | $ | $ 617,174 | |||||||||||||||||||||||||||||||
Loss on extinguishment of liability | $ | $ 549,638 | |||||||||||||||||||||||||||||||
Warrants issued for interest expense | $ | $ 6,023 | |||||||||||||||||||||||||||||||
PIPE I [Member] | Warrant [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||||
PIPE I [Member] | Warrant [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ / shares | 2.50 | |||||||||||||||||||||||||||||||
PIPE II [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Sale of stock, per share price | $ / shares | 1 | 1 | ||||||||||||||||||||||||||||||
PIPE II [Member] | Warrant [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ / shares | 1 | |||||||||||||||||||||||||||||||
PIPE II [Member] | Warrant [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||
PIPE II investors [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Sale of common shares, shares | 1,554,500 | |||||||||||||||||||||||||||||||
Sale of stock, per share price | $ / shares | $ 1.25 | $ 1.25 | ||||||||||||||||||||||||||||||
2013 Stock Option Plan [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Maximum options granting to purchase common stock | 2,000,000 | |||||||||||||||||||||||||||||||
Maximum term of options | 10 years | |||||||||||||||||||||||||||||||
Stock Options [Member] | ||||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||||
Number of common shares exercised | ||||||||||||||||||||||||||||||||
Maximum options granting to purchase common stock | 50,000 | 50,000 | ||||||||||||||||||||||||||||||
Stock options cancelled during the period | 49,000 | 56,000 | ||||||||||||||||||||||||||||||
Stock option vested | 1,000 | |||||||||||||||||||||||||||||||
Options expiration date | Dec. 31, 2025 | |||||||||||||||||||||||||||||||
Maximum term of options | 50 months | 9 years 2 months 12 days | 10 years | |||||||||||||||||||||||||||||
stock option awards expenses | $ | 4,164 | $ 0 | $ 12,489 | $ 0 | $ 364 | $ 0 | ||||||||||||||||||||||||||
Future stock compensation expense | $ | $ 56,448 | $ 68,938 | ||||||||||||||||||||||||||||||
Weighted average remaining vesting period | 3 years 4 months 24 days | 4 years 2 months 12 days | ||||||||||||||||||||||||||||||
Stock options outstanding intrinsic value | $ | $ 26,311 | $ 55,500 | $ 26,311 | $ 55,500 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net Loss Per Share [Abstract] | ||||||
Net loss | $ (5,768,652) | $ (11,655,610) | $ (6,227,809) | $ (17,802,227) | $ (23,316,519) | $ (5,924,931) |
Basic weighted average common shares outstanding | 58,973,457 | 49,488,166 | 57,103,514 | 46,759,780 | ||
Add incremental shares for: | ||||||
Stock options | ||||||
Diluted weighted average common shares outstanding | 58,973,457 | 49,488,166 | 57,103,514 | 46,759,780 | ||
Net income loss per share: | ||||||
Basic and diluted | $ (0.10) | $ (0.24) | $ (0.11) | $ (0.38) |
Commitments and Contingencies45
Commitments and Contingencies (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of future minimum lease payments | ||
2,016 | $ 20,770 | $ 81,925 |
2,017 | 84,233 | 84,233 |
2,018 | 71,797 | 71,797 |
2,019 | ||
2,020 | ||
Thereafter | ||
Total | $ 176,800 | $ 237,955 |
Commitments and Contingencies46
Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 30, 2015 | Sep. 24, 2013 | |
Commitments and Contingencies (Textual) | ||||||||
Rent expense | $ 21,039 | $ 22,807 | $ 64,375 | $ 70,701 | $ 91,871 | $ 80,584 | ||
Term of lease agreement | 60 months | |||||||
Percentage of the total shares of common stock | 67.26% | 100.00% | ||||||
Description of Plaintiff compensation | The Plaintiff seeks monetary damages, including (i) two (2) times of the alleged owed compensation to him, together with interest as well as litigation costs, expert witness fees and reasonable attorneys' fees; (ii) damages for the alleged breach of the Employment Agreement by the Company, estimated to be at least $2 million, plus interest and attorney's fees; (iii) an unspecified amount for his alleged libel claim; and (iv) damages for the alleged tortious interference with contract, including punitive damages of at least $2 million. The Plaintiff is also seeking a declaratory judgment, claiming that he was not terminated as a director and should continue to hold a seat on the Company's Board of Directors. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Components of the deferred tax assets | ||
Net operating loss | $ 21,000,000 | $ 19,000,000 |
Less: valuation allowance | (21,000,000) | (19,000,000) |
Net deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Taxes (Textual) | |
Net operating loss carry-forwards | $ 61,000,000 |
Expiration period | Dec. 31, 2017 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 07, 2016 | Oct. 03, 2016 | Jan. 22, 2016 | Jan. 06, 2016 | May 26, 2015 | Mar. 31, 2015 | Oct. 31, 2016 | Oct. 21, 2016 | Jan. 25, 2016 | Oct. 19, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 04, 2016 | Sep. 01, 2015 | Apr. 17, 2015 | Apr. 15, 2015 |
Subsequent Events (Textual) | ||||||||||||||||||||||
Additional promissory note issued | $ 1,375,000 | |||||||||||||||||||||
Warrants issued in connection with promissory note | 2,750,000 | |||||||||||||||||||||
Warrants exercise price | $ 0.50 | |||||||||||||||||||||
Convertible note conversion, description | Each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $1 per share, subject to certain anti-dilution provisions. | |||||||||||||||||||||
Common stock issued upon debt conversion | 3,323,230 | |||||||||||||||||||||
Settlement for an employee termination | $ 10,500 | |||||||||||||||||||||
Exercise price of warrants | $ 0.50 | $ 0.50 | ||||||||||||||||||||
Conversion of debt instrument, value | $ 1,634,928 | |||||||||||||||||||||
Proceeds from convertible notes | $ 1,199,500 | $ 1,657,500 | $ 2,106,405 | $ 800,000 | ||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Warrants exercise price | $ 1 | |||||||||||||||||||||
Term of warrants | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||
Convertible note conversion, description | The convertible notes are convertible into units, with each unit consisting two shares of common stock and two warrants with a five year life from the date of conversion and an exercise price $0.50 per share, subject to certain anti-dilution provisions. | The convertible notes are convertible into units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $1 per share, subject to certain anti-dilution provisions. | The convertible notes are convertible into units, with each unit consisting two shares of common stock and two warrants with a five year life from the date of conversion and an exercise price $0.50 per share, subject to certain anti-dilution provisions. | The convertible notes are convertible into units, with each unit consisting two shares of common stock and two warrants with a five year life from the date of conversion and an exercise price $0.50 per share, subject to certain anti-dilution provisions. | ||||||||||||||||||
Common stock issued upon debt conversion | 75,288 | 377,500 | 1,350,000 | |||||||||||||||||||
Exercise price of warrants | $ 0.50 | $ 2.50 | $ 2.50 | $ 0.50 | $ 2.50 | $ 0.50 | $ 0.50 | $ 1 | $ 0.50 | $ 0.50 | ||||||||||||
Conversion of debt instrument, value | $ 530,000 | $ 700,000 | $ 377,500 | $ 675,000 | ||||||||||||||||||
Proceeds from convertible notes | $ 486,549 | |||||||||||||||||||||
Stock options granted | 19,254,051 | 15,481,234 | 1,707,000 | |||||||||||||||||||
Sale of securities, description | Each unit consisted of one common share and one warrant. | |||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Warrants exercise price | $ 0.50 | $ 0.50 | ||||||||||||||||||||
Convertible note value | $ 2,000,000 | |||||||||||||||||||||
Investment in private placement of convertible notes and warrants | $ 2,000,000 | |||||||||||||||||||||
Purchase of common stock by convertible note and warrant | 2,000,000 | 4,320,000 | ||||||||||||||||||||
Term of warrants | 10 years | 10 years | ||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||
Term of convertible note | 1 year | |||||||||||||||||||||
Conversion price | $ 0.50 | |||||||||||||||||||||
Convertible note description | Each unit consisting of a share of the Company's common stock and a warrant to purchase a share of common stock with a ten year term and an exercise price of $.50 per share. | |||||||||||||||||||||
Common stock issued upon debt conversion | 4,320,000 | |||||||||||||||||||||
Interest paid on convertible note | $ 320,000 | |||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Stock option vested | 1,000 | |||||||||||||||||||||
Stock options granted | 50,000 | |||||||||||||||||||||
Stock option expiration term | 5 years | |||||||||||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Term of convertible note | 5 years | |||||||||||||||||||||
Warrants issued to purchase | 122,400 | |||||||||||||||||||||
Exercise price of warrants | $ 0.50 | |||||||||||||||||||||
Subsequent Event [Member] | Allen Amendment [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Proceeds from sale of securities | $ 6,000,000 | |||||||||||||||||||||
Cash compensation | $ 15,000 | |||||||||||||||||||||
Subsequent Event [Member] | Edger Amendment [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Sale of securities, description | The Ledger Amendment added in a clause stating that if the Company raises not less than $6,000,000 in funds from sales of its securities subsequent to the Ledger Amendment, then Mr. Ledger's base salary would increase from $210,000 to $240,000 and reduced Mr. Ledger's severance upon the termination of Mr. Ledger in connection with a change of control transaction to six months. A copy of the Ledger Amendment was filed as Exhibit 10.1 to the Form 8-K. In the first amendment to the Employment Agreement dated May 8, 2015, Mr. Ledger agreed to a salary reduction of his base salary from $300,000 to $210,000. | |||||||||||||||||||||
Subsequent Event [Member] | Tobin Amendment [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Sale of securities, description | The Tobin Amendment added in a clause stating that if the Company raises not less than $6,000,000 in funds from sales of its securities subsequent to the Tobin Amendment, then Mr. Tobin's base salary would increase from $190,000 to $225,000 and added a termination for "Good Reason" clause, as well as a six month severance upon the termination of Mr. Tobin. | |||||||||||||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Term of convertible note | 5 years | |||||||||||||||||||||
Warrants issued to purchase | 25,000 | |||||||||||||||||||||
Exercise price of warrants | $ 0.50 | |||||||||||||||||||||
Proceeds from convertible notes | $ 25,000 | |||||||||||||||||||||
Gross proceeds form common stock | $ 25,000 | |||||||||||||||||||||
Conversion of common stock, shares issued | 122,400 | |||||||||||||||||||||
Subsequent Event [Member] | Note Purchase Agreement [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Term of convertible note | 5 years | |||||||||||||||||||||
Conversion price | $ 0.50 | |||||||||||||||||||||
Convertible note description | The Note automatically converted by its terms on November 7, 2016, 30 days after issuance into an investment in the principal amount of the note in the Company's convertible notes and warrants. | |||||||||||||||||||||
Payments to acquire promissory note | $ 100,000 | |||||||||||||||||||||
Warrants issued to purchase | 200,000 | |||||||||||||||||||||
Exercise price of warrants | $ 0.50 | |||||||||||||||||||||
Subsequent Event [Member] | Note Purchase Agreement [Member] | One Year Promissory Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Term of convertible note | 5 years | |||||||||||||||||||||
Warrants issued to purchase | 100,000 | |||||||||||||||||||||
Exercise price of warrants | $ 0.50 | |||||||||||||||||||||
Conversion of debt instrument, value | $ 100,000 |