MyDx (MYDX) 10-Q 23 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 20, 2015
Document and Entity Information:
Entity Registrant Name	MyDx, Inc.
Entity Central Index Key	1,582,341
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		21,845,932

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 124,075	$ 745,446
Accounts receivable, net	6,945		[1]
Inventory	522,132
Prepaid expenses and other current assets	98,979	$ 293,809	[1]
Total current assets	752,131	1,039,255	[1]
Property and equipment, net	243,839	103,643	[1]
Other assets	54,554	6,430	[1]
Total assets	1,050,524	1,149,328	[1]
Current liabilities:
Accounts payable	538,810	526,968	[1]
Customer deposits	13,045	129,871	[1]
Accrued liabilities	527,272	$ 462,202	[1]
Loan payable to officer	$ 25,000		[1]
Convertible notes payable		$ 1,974,058	[1]
Total current liabilities	$ 1,104,127	3,093,099	[1]
Warrant liability		$ 266,524	[1]
Other long-term obligations	$ 3,858		[1]
Total liabilities	$ 1,107,985	$ 3,359,623	[1]
Commitments and contingencies (Note 9)			[1]
Stockholders' equity (deficit):
Common stock, $0.001 par value, 375,000,000 shares authorized; 21,845,932 and 10,059,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively	$ 21,846	$ 50,295	[1]
Additional paid-in capital	9,179,823	1,267,459	[1]
Accumulated deficit	(9,259,130)	(3,530,267)	[1]
Total stockholders' deficit	(57,461)	(2,210,295)	[1]
Total liabilities and stockholders' equity	$ 1,050,524	1,149,328	[1]
Series A convertible preferred stock
Stockholders' equity (deficit):
Convertible preferred stock par value		1,620	[1]
Series B convertible preferred stock
Stockholders' equity (deficit):
Convertible preferred stock par value		$ 598	[1]
[1]	The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited financial statements as of that date.

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Paranthetical) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Common stock par value	$ 0.001	$ 0.001
Common stock, shares authorized	375,000,000	375,000,000
Common stock, shares issued	21,845,932	10,059,000
Common stock, shares outstanding	21,845,932	10,059,000
Series A convertible preferred stock
Convertible preferred stock par value	$ 0.001	$ 0.001
Convertible preferred stock, shares authorized	3,000,000	3,000,000
Convertible preferred stock, shares issued	0	1,620,000
Convertible preferred stock, shares outstanding	0	1,620,000
Aggregate liquidation preference value		$ 810,000
Series B convertible preferred stock
Convertible preferred stock par value	$ 0.001	$ 0.001
Convertible preferred stock, shares authorized	20,000,000	20,000,000
Convertible preferred stock, shares issued	0	597,725
Convertible preferred stock, shares outstanding	0	597,725
Aggregate liquidation preference value		$ 986,246

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Net revenue	$ 219,180		$ 219,180
Cost of goods sold	131,173		131,173
Gross profit	88,007		88,007
Operating expenses:
Research and development	364,370	$ 539,362	1,717,784	$ 844,771
Sales and marketing	203,091	174,266	875,744	224,233
General and administrative	880,103	362,518	2,779,156	580,148
Total operating expenses	1,447,564	1,076,146	5,372,684	1,649,152
Loss from operations	(1,359,557)	(1,076,146)	(5,284,677)	(1,649,152)
Interest expense, net	1,051	51,893	442,811	51,893
Loss before provision for income taxes	(1,360,608)	$ (1,128,039)	(5,727,488)	$ (1,701,045)
Provision for income taxes	575		1,375
Net loss	$ (1,361,183)	$ (1,128,039)	$ (5,728,863)	$ (1,701,045)
Net loss per share
Basic and diluted	$ (0.06)	$ (0.11)	$ (0.35)	$ (0.23)
Weighted -average shares used in computing net loss per share:
Basic and diluted	21,845,932	10,050,000	16,601,476	7,386,397

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net loss	$ (5,728,863)	$ (1,701,045)
Adjustments to reconcile net loss
Depreciation and amortization	$ 37,117	3,448
Convertible note issued in exchange for services		191,000
Common stock issued in exchange for services	$ 1,702,439	50,250
Stock based compensation	376,242	131,929
Interest expense related to amortization of debt issuance costs and debt discount	418,950	$ 36,276
Changes in assets and liabilities:
Accounts receivable	(6,945)
Inventory	$ (522,132)
Other receivables		$ (14,709)
Prepaid expenses and other assets	$ (99,091)	(13,971)
Accounts payable and accrued liabilities	(165,485)	427,730
Customer deposits	(116,826)	74,582
Net cash used in operating activities	(4,104,594)	(814,510)
Cash flows form investing activities:
Purchases of property & equipment	(177,313)	(26,121)
Net cash used in investing activities	(177,313)	(26,121)
Cash flows from financing activities
Proceeds from note payable - related party	$ 25,000	40,000
Repayment of note payable - related party		(40,150)
Proceeds from the issuance of convertible preferred stock, net of issuance costs	$ 3,632,869	1,407,177
Proceeds from the issuance of convertible notes payable, net of issuance costs		$ 568,610
Proceeds from exercise of stock options	$ 2,667
Net cash provided by financing activities	3,660,536	$ 1,975,637
Net (decrease) increase in cash	(621,371)	1,135,006
Cash, beginning of period	745,446	150
Cash, end of period	124,075	1,135,156
Supplemental cash flow information
Interest paid	$ 1,050	3,000
Noncash financing activity:
Issuance of convertible note payable in exchange for website development costs		19,000
Conversion of convertible note payable and accrued interest to preferred stock	$ 2,070,072	210,000
Fair value of common stock warrants issued with convertible notes payable		$ 53,551
Fair value of preferred stock warrants issued with preferred stock	$ 1,677,148
Reclassification of warrant liability to additional paid-in capital	1,943,672
Common stock assumed in connection with merger	1,991
Conversion of convertible preferred stock to common stock	7,904
Par value adjustment in connection with the merger	$ 47,827

Organization

Organization	9 Months Ended
	Sep. 30, 2015
Organization and Nature of Business [Abstract]
Organization	1. Organization MyDx, Inc. (the “Company”, “we”, “us” or “our”) (formally known as Brista Corp.) was incorporated under the laws of the State of Nevada on December 20, 2012 (date of inception). On April 9, 2015, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement Merger Sub Merger Prior to the Merger and as a requirement of the Merger, the Company cancelled 17,534,363 shares of common stock that were outstanding at that time. On April 24, 2015, in anticipation of closing the Merger, the Company changed its name to MyDx, Inc. On April 30, 2015, the Merger was consummated. The Merger was treated as a reverse acquisition of the Company, a public shell company, for financial accounting and reporting purposes. As such, CDx was treated as the acquirer for accounting and financial reporting purposes while the Company is treated as the acquired entity for accounting and financial reporting purposes. The assets and liability of the acquired entity have been brought forward at their book value and no goodwill has been recognized .

Nature of Business

Nature of Business	9 Months Ended
	Sep. 30, 2015
Organization and Nature of Business [Abstract]
Nature of Business	2. Nature of Business We are an early-stage science and technology company and with nanotechnology to measure chemicals of interest in many solid, liquid, or gas samples. The Company’s first product, MyDx, is an analyzer in the palm of one’s hands. Using one device with interchangeable sensors, MyDx is intended to allow consumers to test for pesticides in food, fruits, herbs, plants and vegetables; chemicals in water; and, toxins in the air. Acting as an electronic nose, MyDx is engineered to detect molecules in vapor. The analyzer itself has a user friendly interface designed to communicate with any iOS or Android smartphone. Once the app is downloaded and the device is synced, a sample can be placed in the sample chamber, which can be stimulated to release the chemicals of interest into the vapor phase for detection. Over the course of the next 24 months, the MyDx team plans to develop different sensors, the first of which is programmed to test for the presence of specific analytes and chemical constituents in fruits, herbs, plants and vegetables. Using the associated app, MyDx is intended to allow consumers to determine the concentrations of specific analytes and chemical constituents in their samples with a reasonable degree of accuracy. The Company’s CannaDx Sensor measures the levels of key chemicals of interest in Cannabis, including Cannabinoids and Terpenes and the “Total Canna Profile” (TCP) of the plant. The Company shipped beta units in February 2015 and shipped the first revenue generating units in July 2015. The Company’s foundational proprietary technology derives from research developed at the California Institute of Technology, Pasadena, California, for the Jet Propulsion Laboratory, used by the National Aeronautics and Space Administration (“NASA”) as well as an additional project funded by the Bill & Melinda Gates Foundation for other exploratory research and medical applications. The Company has a portfolio of intellectual property rights covering principles and enabling instrumentation of chemical sensing technology across solid, liquid, and gas samples, including certain patented and patent pending technologies from Next Dimension Technologies, Inc. pursuant to a joint development agreement discussed in Note 9.

Liquidity

Liquidity	9 Months Ended
	Sep. 30, 2015
Liquidity [Abstract]
Liquidity	3. Liquidity The Company had limited revenues during the three and nine months ended September 30, 2015. The Company currently has limited working capital, and has not completed its efforts to establish a source of revenues sufficient to cover operating costs. The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by early-stage companies. These risks include, but are not limited to, the uncertainty of availability of financing and the uncertainty of achieving future profitability. Management anticipates that the Company will be dependent, for the near future, on investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise funds through the capital markets. There can be no assurance that such financing will be available at terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations, raise capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. We reported negative cash flow from operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015. It is anticipated that we will continue to report negative operating cash flow in future periods, likely until one or more of our products generates sufficient revenue to cover our operating expenses. If any of the warrants are exercised, all net proceeds of the warrant exercise will be used for working capital to fund negative operating cash flow. Our cash balance of $124,075 will not be sufficient to fund our operations for the next 12 months. Additionally, if we are unable to generate sufficient revenues to pay our expenses, we will need to raise additional funds to continue our operations. We have historically financed our operations through private equity and debt financings. The delays in our ability to ship products and generate revenues may have adversely affected our capital raising opportunities. We do not have any commitments for financing at this time, and financing may not be available to us on favorable terms, if at all. If we are unable to obtain debt or equity financing in amounts sufficient to fund our operations, if necessary, we will be forced to suspend or curtail our operations. In that event, current stockholders would likely experience a loss of most or all of their investment. Additional funding that we do obtain may be dilutive to the interests of existing stockholders.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	4. Summary of Significant Accounting Policies Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of the Company and its wholly owned subsidiary. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 8-K filed with the SEC on May 5, 2015. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s statement of financial position as of September 30, 2015 the Company’s results of operations for the three and nine months ended September 30, 2015 and 2014 and its cash flows for the nine months ended September 30, 2015 and 2014. The results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015. All references to September 30, 2015 or to the three and nine months ended September 30, 2015 and 2014 in the notes to condensed consolidated financial statements are unaudited. Reclassifications Certain prior year amounts in the condensed financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders' deficit, net loss or net cash used in operating activities. Use of Estimates The preparation of unaudited interim condensed consolidated finance statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such management estimates include allowance for doubtful accounts, estimates of product returns, warranty expense, inventory valuation, valuation allowances of deferred taxes, stock-based compensation expenses and fair value of warrants. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. The Company assesses these estimates on a regular basis; however, actual results could materially differ from those estimates. Concentration of Credit Risk The Company’s policy is to place its cash with high credit quality financial instruments and institutions and limit the amounts invested with any one financial institution or in any type of instrument. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of September 30, 2015 and December 31, 2014, the Company held no cash equivalents. Inventory Inventory is stated at the lower of cost or market value. Inventory is determined to be salable based on demand forecast within a specific time horizon, generally eighteen months or less. Inventory in excess of salable amounts and inventory which is considered obsolete based upon changes in existing technology is written off. At the point of recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that new cost basis. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the useful life as follows: Internal-use software 3 years Equipment 3 to 5 years Computer equipment 3 to 7 years Furniture and fixtures 5 to 7 years Leasehold improvements Shorter of life of asset or lease Accounting for Website Development Costs The Company capitalizes certain external and internal costs, including internal payroll costs, incurred in connection with the development of its website. These costs are capitalized beginning when the Company has entered the application development stage and cease when the project is substantially complete and is ready for its intended use. The website development costs are amortized using the straight-line method over the estimated useful life of three years. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the condensed balance sheets and reported at the lower of the carrying amount or fair value less costs to sell, and no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the condensed balance sheets. No such impairment was noted for any of the periods presented. Fair Value of Financial Instruments The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value. Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date. Level 2 Inputs, other than quoted prices included in Level 1, that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. The carrying value of the Company’s loan payable and convertible notes payable approximates fair value based upon borrowing rates currently available to the Company for loans with similar terms. Research and Development Costs Research and development costs are charged to expense as incurred. These costs consist primarily of salaries and direct payroll-related costs. It also includes purchased materials and services provided by independent contractors, software developed by other companies and incorporated into or used in the development of our final products. Income Taxes Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. Revenue Recognition The Company recognizes revenue from product sales upon shipment as long as evidence of an arrangement exists, the fee is fixed or determinable, collection of the resulting receivable is reasonably assured and title and risk of loss have passed. If those criteria are not met, then revenue will not be recognized until all of the criteria are satisfied. Policy for Returns For any product in its original, undamaged and unmarked condition, with its included accessories and packaging along with the original receipt (or gift receipt) within 30 days of the date the customer receives the product, the Company will exchange it or offer a refund based upon the original payment method. Customer Deposits The Company accounts for funds received from crowdfunding campaigns and pre-sales as a liability on the condensed consolidated balance sheets as the investments made entitle the investor to apply these funds towards future shipments once the product has been developed and available for commercial use. Stock-Based Compensation The Company accounts for stock-based awards granted to employees based on the fair value of the award measured at the grant date. Accordingly, stock-based compensation is recognized in the condensed consolidated statements of operations as an operating expense over the requisite service period. The Company uses the Black-Scholes option pricing model adjusted for the estimated forfeiture rate for the respective grant to determine the estimated fair value of stock-based compensation arrangements on the date of grant and expenses this value ratably over the requisite service period of the stock option. The Black-Scholes option pricing model requires the input of highly subjective assumptions. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of the Company’s stock options. In addition, management will continue to assess the assumptions and methodologies used to calculate estimated fair value of stock-based compensation. Circumstances may change and additional data may become available over time, which could result in changes to these assumptions and methodologies for future grants, and which could materially impact the Company’s fair value determination. For equity instruments granted to non-employees, excluding non-employee directors, the Company records the expense of such services based on the estimated fair value of the equity instrument. If the equity instrument is a stock option, the Company uses the Black-Scholes option pricing model to determine the fair value. Assumptions used to value the equity instruments are consistent with equity instruments issued to employees as the terms of the awards are similar and are subject to periodic adjustments as the underlying equity instruments vest. The Company recognizes the fair value of the equity instruments as expense over the term of the service agreement and remeasures that fair value as the equity instruments vest. Warranty Policy The Company provides a limited warranty for its analyzers and sensors for a period of 1 year from the date of shipment that such goods will be free from material defects in material and workmanship. The Company has assessed the historical claims and, to date, warranty claims have not been significant. The Company will continue to assess the need to record a warranty accrual at the time of sale going forward. Warrant Liability The Company accounts for its freestanding warrant for shares of the Company’s convertible preferred stock as a liability at fair value on the condensed consolidated balance sheets because the warrants are potentially redeemable. The warrants are remeasured at each balance sheet date with any changes in fair value being recognized as a component of interest expense, net on the condensed consolidated statements of operations. During the nine months ended September 30, 2015, the contingency was resolved and the warrant liability was reclassified into addition paid-in capital. Comprehensive Loss Comprehensive loss is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investment owners and distributions to owners. For the periods presented, comprehensive loss did not differ from net loss. Collaborative Arrangements The Company and its collaborative partners are active participants in the collaborative arrangements and both parties are exposed to significant risks and rewards depending on the commercial success of the activity. The Company records all expenses related to collaborative arrangements as research and development expense in the condensed consolidated statements of operations as incurred. Net Loss per Share Basic net loss per share is computed using the weighted-average number of common shares outstanding. The number of shares used in the computation of diluted net loss per share is the same as those used for the computation of basic net loss per share as the inclusion of dilutive securities would be anti-dilutive because the Company is in a loss position for the periods presented. Potentially dilutive securities are composed of the incremental common shares issuable upon the exercise of stock options and the conversion of convertible preferred stock. For the three and nine months ended September 30, 2015, options to purchase 4,438,867 shares of common stock and warrants to purchase 7,571,395 shares of common stock have been excluded from the calculation of net loss per share because the inclusion would be anti-dilutive. For the three and nine months ended September 30, 2014, options to purchase 2,016,562 shares of common stock and 1,620,000 shares of convertible preferred stock have been excluded from the calculation of net loss per share because the inclusion would have been antidilutive. Recent Accounting Pronouncements In August 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-14, Revenue from Contracts with Customers 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in Update 2014-09. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In April 2015, the FASB ASU 2015-03, Interest-Imputation of Interest In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern

Inventory

Inventory	9 Months Ended
	Sep. 30, 2015
Inventory [Abstract]
Inventory	5. Inventory Inventory as of September 30, 2015 and December 31, 2014 is as follows: September 30, December 31, 2015 2014 Raw materials $ 161,934 $ - Sub-assemblies 124,038 - Finished goods 236,160 - $ 522,132 $ -

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2015
Fair Value Measurements [Abstract]
Fair Value Measurements	6. Fair Value Measurements The following table sets forth the fair value of the Company’s financial liabilities measured at fair value on a recurring basis as of December 31, 2014: Fair Value Measurements as of December 31, 2014 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ - $ 266,524 $ 266,524 The Company had no financial assets measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014. The Company had no financial liabilities measured at fair value on a recurring basis as of September 30, 2015. The change in the fair value of the warrant liability that falls under Level 3 of the valuation hierarchy is summarized below: Fair value as of January 1, 2015 $ 266,524 Issuance of warrants 1,677,148 Reclassification to additional paid-in capital (1,943,672 ) Fair value as of September 30, 2015 $ - The following table describes the valuation techniques used to calculate fair value for Level 3 liabilities. For Level 3 liabilities, the Company determines the fair value measurement valuation policies and procedures. Fair Value as of Range December 31, Valuation Unobservable (Weighted- 2014 Techniques Inputs Average) Warrant liability $ 266,524 Black-Scholes Fair value of $ 1.10 Option Pricing Preferred Stock $ (1.10 ) Model Volatility 37.7 % (37.7 %)

Debt

Debt	9 Months Ended
	Sep. 30, 2015
Debt [Abstract]
Debt	7. Debt Convertible Notes In August, September and October 2014, the Company’s wholly owned subsidiary, CDx issued $2,000,000 in convertible subordinated promissory notes (the “Notes”) to accredited investors. The Notes were subordinated to all existing indebtedness of CDx. The annual interest rate of 8% payable semi-annually on December 31 and June 30, in cash or in-kind, at CDx’s sole discretion. The maturity date of the Notes was June 30, 2015. In conjunction with the issuance of the Notes, the holders of the Notes are entitled to receive warrants to purchase 2,336,828 shares of common stock at an exercise price of $1.10 per share. The fair value of these warrants as of the date the financing was closed was $187,288 and was recorded as a debt discount and included in convertible notes payable on the condensed consolidated balance sheets. On February 12, 2015 the notes automatically converted into Series B convertible preferred stock as the result of CDx selling more than $2,500,000 of equity securities in a qualified financing. As a result of this conversion, the Notes and all accrued and unpaid interest which totaled $2,070,072 were converted into 1,881,884 shares of Series B convertible preferred stock. Upon conversion, the remaining balance of the unamortized debt issuance costs of $393,008 was expensed and included in interest expense, net in the condensed consolidated statement of operations for the nine months ended September 30, 2015. Note Payable –Related Party On September 29, 2015, an officer loaned the Company $25,000. The loan is unsecured, non-interest bearing with a fixed transaction fee and a maturity date of December 29, 2015.

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	9 Months Ended
	Sep. 30, 2015
Stockholders' Equity (Deficit) [Abstract]
Stockholders' Equity (Deficit)	8. Stockholders’ Equity (Deficit) Reverse Capitalization Pursuant to the Merger Agreement, upon consummation of the Merger, each share of CDx’s capital stock issued and outstanding immediately prior to the Merger was converted into the right to receive one (1) share of Company common stock, par value $0.001 Prior to and as a condition to the closing of the Merger, each then-current Company stockholder agreed to sell certain shares of common stock held by such holder to the Company and the then-current Company stockholders retained an aggregate of 1,990,637 shares of common stock. Common Stock On February 23, 2015, the Company effected a 5-for-1 forward stock split of its issued and outstanding shares of common stock. All share and per share amounts for all periods that have been presented in the condensed consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect the forward stock split. The Company filed a Certificate of Amendment to its Certificate of Incorporation which made the forward stock split effective and increased the authorized common shares to 375,000,000 shares with a par value $0.001 per share. On May 14, 2013 the Company issued 15,000,000 shares of its common stock at $0.002 per share for total proceeds of $3,000. In April, and May 2014, the Company issued 4,525,000 shares of its common stock at $0.06 per share for total proceeds of $27,150. Each share of common stock has the right to one vote. The holders of common stock are entitled to dividends when funds are legally available and when declared by the board of directors. As a result of the Merger, the Company issued a total of 19,855,295 share of common stock to the shareholders of CDx. During the nine months ended September 30, 2015, the Company issued 1,863,241 shares of common stock in exchange for services at a fair value of $1,192,893. Common Stock Warrants During the nine months ended September 30, 2015, the Company converted warrants to purchase 4,974,567 shares of Series B convertible preferred stock into warrants to common stock. The Company agreed to issue warrants to purchase 2,579,692 and 17,136 shares of common stock during the year ended December 31, 2014 and the three months ended March 31, 2015, respectively. No common stock warrants have been exercised or have expired and the warrants to purchase 7,571,395 shares of common stock were outstanding as of September 30, 2015. Preferred Stock As part of the Merger Agreement, all shares of the Series A and Series B convertible preferred stock converted to common stock, pursuant to the conversion rights. 2014 Equity Incentive Plan In June 2014, the Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”), and to date, has reserved 6,200,000 shares of common stock for issuance under the 2014 Plan. Under the 2014 Plan, employees, directors or consultants may be granted nonstatutory stock options, stock appreciation rights, restricted stock and restricted stock units to purchase shares of CDx’s common stock. Only employees are eligible to receive incentive stock options (“ISO”) to purchase common stock. Vesting and exercise provisions are determined by the Board of Directors at the time of grant. The options generally expire ten years from the date of grant. ISOs granted to a participant who, at the time the ISO is granted, has more than A summary of the Company’s stock option plan for the nine months ended September 30, 2015 was as follows: Shares Weighted Averaged Exercise Price Outstanding as of January 1, 2015 1,937,979 $ 0.08 Granted 4,224,370 $ 0.56 Exercised (33,333 ) $ 0.08 Forfeited or cancelled (1,690,239 ) $ 0.52 Outstanding as of September 30, 2015 4,438,777 $ 0.37 Options vested and exercisable as of September 30, 2015 2,616,891 $ 0.27 Options vested and expected to vest 4,438,777 $ 0.37 Information regarding options outstanding and vested and exercisable as of September 30, 2015 is as follows: Options Outstanding Options Exercisable Exercise Number Outstanding Average Remaining Contractual Life (Years) Weighted-Average Exercise Price Number Outstanding Weighted-Average $ 0.08 1,851,729 8.8 $ 0.08 1,586,094 $ 0.08 $ 0.55 2,562,048 9.4 $ 0.55 1,028,714 $ 0.55 $ 2.36 25,000 9.7 $ 2.36 2,083 $ 2.36 4,438,777 9.1 $ 0.37 2,616,891 $ 0.27 Total employee stock-based compensation expense recognized by the Company for the three months ended September 30, 2015 and 2014 was $82,135 and $20,733, respectively. Total employee stock-based compensation expense recognized by the Company for the nine months ended September 30, 2015 and 2014 was $245,520 and $20,733, respectively. No tax benefits were recognized in the nine months ended September 30, 2015 and 2014. Total unrecognized compensation expense from employee stock options as of September 30, 2015 was $370,492 and will be recognized over a weighted average recognition period of 1.8 years. For the nine months ended September 30, 2015, the Company granted options to non-employees to purchase 415,000 shares of common stock at an exercise price of $0.55 per share as compared to 435,000 shares of common stock at an exercise price of $0.08 per share for the nine months ended September 30, 2014. No shares were granted to non-employees during the three months ended September 30, 2015 as compared to 435,000 shares for the three months ended September 30, 2014. Stock-based compensation expense related to stock options granted to non-employees was $23,104 and $130,722 for the three and nine months ended September 30, 2015 and $111,196 for the three and nine months ended September 30, 2014. The Company believes the fair value of the stock options is more reliably measurable than the fair value of the consulting services received. The fair value of the stock options granted is calculated at each reporting date. Additional Stock Plan Information The Company’s fair value calculations for stock-based awards under the 2014 Plan were made using the Black-Scholes option pricing model with the weighted-average assumptions set forth in the following table. Volatility is based on historical volatility rates obtained for certain public companies that operate in the same or related businesses as that of the Company since there is no market for or historical volatility data for the Company’s common stock. The risk-free interest rate is determined by using a U.S. Treasury rate for the period that coincided with the expected term set forth. The Company uses a simplified method for “plain vanilla” share options in determining the expected term of an employee share option as its equity shares are not publicly traded. The following assumptions were used in the estimated grant date fair value calculations for options granted to employees and consultants during the three and nine months ended September 30, 2015 and 2014: Three Months Ended Nine Months Ended September 30, September 30, 2014 2015 2014 Dividend yield 0.0% 0.0% 0.0% Volatility 50.0% 37.7% 50.0% Average risk-free rate 1.70% - 2.50% 1.75% - 1.91% 1.70% - 2.50% Expected term, in years 5.10 - 10.00 5.00 - 5.77 5.10 - 10.00 There were no options granted during the three months ended September 30, 2015. The weighted-average grant date fair value for stock options granted during the three months ended September 30, 2014 was $0.04 per share. The weighted-average grant date fair value for stock options granted during the nine months ended September 30, 2015 and 2014 was $0.38 and $0.04 per share, respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	9. Commitments and Contingencies On April 1, 2015, the Company signed a 31 month lease for approximately 6,200 square feet of office and laboratory space at 6335 Ferris Square, Suite B, San Diego, California. The facility includes approximately 1,500 square feet of laboratory space. Commencement date of the lease is May 1, 2015. Total net rent under this lease is $247,000 and expires on November 30, 2017. In September 2014, the Company leased additional office space in San Mateo, California for a three-month term. The monthly rent is $1,900 per month. The lease term at this location became month-to-month as of December 31, 2014. In April 2014, the Company leased office space in San Mateo, California on a month-to-month basis for $750 per month. In September 2015, the Company closed this office. Rent expense for the three months ended September 30, 2015 and 2014 was $40,485 and $10,599, respectively and $108,210 and $16,361 for the nine months ended September 30, 2015 and 2014, respectively. Distribution and License Agreement and Joint Development Agreements The Company entered into a Distribution and License Agreement with a third-party for the purpose of developing a sensor array to be used in the Company’s product. The Distribution and License Agreement has an initial term of ten years, but can be terminated earlier if the project does not meet the specifications of the Company. The Company will obtain exclusive rights to sell and distribute once a successful sensor prototype is developed. In exchange for a functional prototype, the Company will pay the third-party a 7% royalty on net sales. During the nine months ended September 30, 2015 and 2014, the Company incurred zero and On November 1, 2013, the Company entered into a two-year Joint Development Agreement (the “Agreement”) with an unrelated third-party to develop chemical sensors and peripheral sensing equipment and software for the detection and characterization of cannabis and compounds associated with cannabis. The Agreement provides for, among other things, any arising intellectual property rights (as defined) outside of the field (as defined), and any arising intellectual property rights relating to improvements to detection materials shall belong to the Joint Venture Developer. The Agreement also provides that any arising intellectual property rights other than those covered above shall belong to the Company. To the extent that it is necessary to do so to enable the Company to use and exploit its respective arising intellectual property rights, the Joint Developer grants the Company a perpetual, irrevocable, exclusive, and royalty free license (including the right to assign the license and to grant sub-licenses) to use and exploit the Joint Developer’s arising intellectual property rights in the field. Under the terms of the Agreement, either party may cancel the Agreement as the specific tasks provided for in the Agreement have been completed or for causes specifically provided for in the Agreement. During the nine months ended September 30, 2015 and 2014, the Company has paid the Joint Developer $200,000 and $149,000 for development costs, respectively. On May 19, 2015, the Company entered into an Exclusive Patent Sublicense Agreement (the “License Agreement”) with Next Dimension Technologies, Inc. (“NDT”). The License Agreement grants the Company a worldwide right to the patents licensed by NDT from the California Institute of Technology. The License Agreement grants both exclusive and non-exclusive patent rights. The license granted in the License Agreement permits the Company to make, have made, use, sell and offer for sale sublicensed products in the field of use. The License Agreement continues until the expiration, revocation, invalidation or enforceability of the rights licensed. The License Agreement provides for the payment of a license fee and royalty payments by CDx to NDT. The License Agreement also contains minimum royalty payments and milestone payments by CDx to NDT. NDT has a right to terminate the License Agreement in the event of an uncured breach by CDx; the insolvency or bankruptcy of CDx; or if CDx does not meet certain productivity milestones. The License Agreement also contains representations, warranties and indemnity obligations for each of CDx and NDT. In connection with the License Agreement, on May 19, 2015, CDx and NDT also executed an Amended Amendment No. 4 (the “Amended Amendment No. 4”) to the Joint Development Agreement, dated as of November 1, 2013, between CDx and NDT, which extended the date of negotiation for the License Agreement through May 19, 2015. In March 2014, the Company entered into a Joint Venture Agreement with AZ Med Testing (“AZMED”) for the purpose of co-developing a database that will correlate the sensor derived chemical data with end-user derived feedback information. As part of the agreement, AZMED received options to purchase 250,000 shares of common stock in July 2014. AZMED will also receive a perpetual license to the developed software. Any intellectual property that is developed will be shared by the Company and AZMED. During the nine months ended September 30, 2015 and 2014, the Company incurred zero costs related to this agreement. Litigation In the normal course of business, the Company may be subject to other legal proceedings, lawsuits and other claims. Although the ultimate aggregate amount of probable monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance, the Company’s management believes that any monetary liability or financial impact to the Company from these other matters, individually and in the aggregate, would not be material to the Company’s financial condition, results of operations or cash flows. However, there can be no assurance with respect to such result, and monetary liability or financial impact to the Company from these other matters could differ materially from those projected.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2015
Income Tax [Abstract]
INCOME TAXES	10. Income taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management evaluates the need to establish a valuation allowance for deferred tax assets based upon the amount of existing temporary differences, the period in which they are expected to be recovered, and expected levels of taxable income. A valuation allowance to reduce deferred tax assets is established when it is more-likely-than-not that some or all of the deferred tax assets will not be realized. Based on the Company’s net losses in prior years, management has determined that a full valuation allowance against the Company’s net deferred tax assets is appropriate. Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has elected to classify interest and penalties as a component of its income tax provision. With respect to the liability for unrecognized tax benefits, including related estimates of penalties and interest, the Company did not record a liability for unrecognized tax benefits as of September 30, 2015 and December 31, 2014, respectively. The Company does not expect any changes to its unrecognized tax benefit for the next twelve months that would materially impact its consolidated financial statements.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of the Company and its wholly owned subsidiary. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 8-K filed with the SEC on May 5, 2015. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s statement of financial position as of September 30, 2015 the Company’s results of operations for the three and nine months ended September 30, 2015 and 2014 and its cash flows for the nine months ended September 30, 2015 and 2014. The results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015. All references to September 30, 2015 or to the three and nine months ended September 30, 2015 and 2014 in the notes to condensed consolidated financial statements are unaudited.
Reclassifications	Reclassifications Certain prior year amounts in the condensed financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders' deficit, net loss or net cash used in operating activities.
Use of Estimates	Use of Estimates The preparation of unaudited interim condensed consolidated finance statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such management estimates include allowance for doubtful accounts, estimates of product returns, warranty expense, inventory valuation, valuation allowances of deferred taxes, stock-based compensation expenses and fair value of warrants. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. The Company assesses these estimates on a regular basis; however, actual results could materially differ from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk The Company’s policy is to place its cash with high credit quality financial instruments and institutions and limit the amounts invested with any one financial institution or in any type of instrument. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of September 30, 2015 and December 31, 2014, the Company held no cash equivalents.
Inventory	Inventory Inventory is stated at the lower of cost or market value. Inventory is determined to be salable based on demand forecast within a specific time horizon, generally eighteen months or less. Inventory in excess of salable amounts and inventory which is considered obsolete based upon changes in existing technology is written off. At the point of recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that new cost basis.
Property and Equipment	Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the useful life as follows: Internal-use software 3 years Equipment 3 to 5 years Computer equipment 3 to 7 years Furniture and fixtures 5 to 7 years Leasehold improvements Shorter of life of asset or lease
Accounting for Website Development Costs	Accounting for Website Development Costs The Company capitalizes certain external and internal costs, including internal payroll costs, incurred in connection with the development of its website. These costs are capitalized beginning when the Company has entered the application development stage and cease when the project is substantially complete and is ready for its intended use. The website development costs are amortized using the straight-line method over the estimated useful life of three years.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the condensed balance sheets and reported at the lower of the carrying amount or fair value less costs to sell, and no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the condensed balance sheets. No such impairment was noted for any of the periods presented.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value. Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date. Level 2 Inputs, other than quoted prices included in Level 1, that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. The carrying value of the Company’s loan payable and convertible notes payable approximates fair value based upon borrowing rates currently available to the Company for loans with similar terms.
Research and Development Costs	Research and Development Costs Research and development costs are charged to expense as incurred. These costs consist primarily of salaries and direct payroll-related costs. It also includes purchased materials and services provided by independent contractors, software developed by other companies and incorporated into or used in the development of our final products.
Income Taxes	Income Taxes Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.
Revenue Recognition	Revenue Recognition The Company recognizes revenue from product sales upon shipment as long as evidence of an arrangement exists, the fee is fixed or determinable, collection of the resulting receivable is reasonably assured and title and risk of loss have passed. If those criteria are not met, then revenue will not be recognized until all of the criteria are satisfied.
Policy for Returns	Policy for Returns For any product in its original, undamaged and unmarked condition, with its included accessories and packaging along with the original receipt (or gift receipt) within 30 days of the date the customer receives the product, the Company will exchange it or offer a refund based upon the original payment method.
Customer Deposits	Customer Deposits The Company accounts for funds received from crowdfunding campaigns and pre-sales as a liability on the condensed consolidated balance sheets as the investments made entitle the investor to apply these funds towards future shipments once the product has been developed and available for commercial use.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based awards granted to employees based on the fair value of the award measured at the grant date. Accordingly, stock-based compensation is recognized in the condensed consolidated statements of operations as an operating expense over the requisite service period. The Company uses the Black-Scholes option pricing model adjusted for the estimated forfeiture rate for the respective grant to determine the estimated fair value of stock-based compensation arrangements on the date of grant and expenses this value ratably over the requisite service period of the stock option. The Black-Scholes option pricing model requires the input of highly subjective assumptions. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of the Company’s stock options. In addition, management will continue to assess the assumptions and methodologies used to calculate estimated fair value of stock-based compensation. Circumstances may change and additional data may become available over time, which could result in changes to these assumptions and methodologies for future grants, and which could materially impact the Company’s fair value determination. For equity instruments granted to non-employees, excluding non-employee directors, the Company records the expense of such services based on the estimated fair value of the equity instrument. If the equity instrument is a stock option, the Company uses the Black-Scholes option pricing model to determine the fair value. Assumptions used to value the equity instruments are consistent with equity instruments issued to employees as the terms of the awards are similar and are subject to periodic adjustments as the underlying equity instruments vest. The Company recognizes the fair value of the equity instruments as expense over the term of the service agreement and remeasures that fair value as the equity instruments vest.
Warranty Policy	Warranty Policy The Company provides a limited warranty for its analyzers and sensors for a period of 1 year from the date of shipment that such goods will be free from material defects in material and workmanship. The Company has assessed the historical claims and, to date, warranty claims have not been significant. The Company will continue to assess the need to record a warranty accrual at the time of sale going forward.
Warrant Liability	Warrant Liability The Company accounts for its freestanding warrant for shares of the Company’s convertible preferred stock as a liability at fair value on the condensed consolidated balance sheets because the warrants are potentially redeemable. The warrants are remeasured at each balance sheet date with any changes in fair value being recognized as a component of interest expense, net on the condensed consolidated statements of operations. During the nine months ended September 30, 2015, the contingency was resolved and the warrant liability was reclassified into addition paid-in capital.
Comprehensive Loss	Comprehensive Loss Comprehensive loss is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investment owners and distributions to owners. For the periods presented, comprehensive loss did not differ from net loss.
Collaborative Arrangements	Collaborative Arrangements The Company and its collaborative partners are active participants in the collaborative arrangements and both parties are exposed to significant risks and rewards depending on the commercial success of the activity. The Company records all expenses related to collaborative arrangements as research and development expense in the condensed consolidated statements of operations as incurred.
Net Loss per Share	Net Loss per Share Basic net loss per share is computed using the weighted-average number of common shares outstanding. The number of shares used in the computation of diluted net loss per share is the same as those used for the computation of basic net loss per share as the inclusion of dilutive securities would be anti-dilutive because the Company is in a loss position for the periods presented. Potentially dilutive securities are composed of the incremental common shares issuable upon the exercise of stock options and the conversion of convertible preferred stock. For the three and nine months ended September 30, 2015, options to purchase 4,438,867 shares of common stock and warrants to purchase 7,571,395 shares of common stock have been excluded from the calculation of net loss per share because the inclusion would be anti-dilutive. For the three and nine months ended September 30, 2014, options to purchase 2,016,562 shares of common stock and 1,620,000 shares of convertible preferred stock have been excluded from the calculation of net loss per share because the inclusion would have been antidilutive.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-14, Revenue from Contracts with Customers 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in Update 2014-09. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In April 2015, the FASB ASU 2015-03, Interest-Imputation of Interest In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2015
Summary of Significant Accounting Policies [Abstract]
Summary of property and equipment useful life	Internal-use software 3 years Equipment 3 to 5 years Computer equipment 3 to 7 years Furniture and fixtures 5 to 7 years Leasehold improvements Shorter of life of asset or lease

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2015
Inventory [Abstract]
Schedule of inventory	September 30, December 31, 2015 2014 Raw materials $ 161,934 $ - Sub-assemblies 124,038 - Finished goods 236,160 - $ 522,132 $ -

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Measurements [Abstract]
Schedule of fair value of the Company's financial liabilities measured at fair value on a recurring basis	Fair Value Measurements as of December 31, 2014 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ - $ 266,524 $ 266,524
Schedule of change in fair value of the warrant liability	Fair value as of January 1, 2015 $ 266,524 Issuance of warrants 1,677,148 Reclassification to additional paid-in capital (1,943,672 ) Fair value as of September 30, 2015 $ -
Schedule of fair value measurement valuation	Fair Value as of Range December 31, Valuation Unobservable (Weighted- 2014 Techniques Inputs Average) Warrant liability $ 266,524 Black-Scholes Fair value of $ 1.10 Option Pricing Preferred Stock $ (1.10 ) Model Volatility 37.7 % (37.7 %)

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) (Tables)	9 Months Ended
	Sep. 30, 2015
Stockholders' Equity (Deficit) [Abstract]
Schedule of stock option plan	Shares Weighted Averaged Exercise Price Outstanding as of January 1, 2015 1,937,979 $ 0.08 Granted 4,224,370 $ 0.56 Exercised (33,333 ) $ 0.08 Forfeited or cancelled (1,690,239 ) $ 0.52 Outstanding as of September 30, 2015 4,438,777 $ 0.37 Options vested and exercisable as of September 30, 2015 2,616,891 $ 0.27 Options vested and expected to vest 4,438,777 $ 0.37
Schedule of options outstanding and vested and exercisable	Options Outstanding Options Exercisable Exercise Number Outstanding Average Remaining Contractual Life (Years) Weighted-Average Exercise Price Number Outstanding Weighted-Average $ 0.08 1,851,729 8.8 $ 0.08 1,586,094 $ 0.08 $ 0.55 2,562,048 9.4 $ 0.55 1,028,714 $ 0.55 $ 2.36 25,000 9.7 $ 2.36 2,083 $ 2.36 4,438,777 9.1 $ 0.37 2,616,891 $ 0.27
Summary of assumptions to estimated grant date fair value calculations for options granted	Three Months Ended Nine Months Ended September 30, September 30, 2014 2015 2014 Dividend yield 0.0% 0.0% 0.0% Volatility 50.0% 37.7% 50.0% Average risk-free rate 1.70% - 2.50% 1.75% - 1.91% 1.70% - 2.50% Expected term, in years 5.10 - 10.00 5.00 - 5.77 5.10 - 10.00

Organization (Details)

Organization (Details)	Apr. 09, 2015shares
Organization and Nature of Business [Abstract]
Number of common stock cancelled	17,534,363

Liquidity (Details)

Liquidity (Details)	Sep. 30, 2015USD ($)
Liquidity [Abstract]
Cash balance	$ 124,075

Summary of Significant Accoun23

Summary of Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2015
Internal-use software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years
Computer equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Computer equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	7 years
Furniture and fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years
Furniture and fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	7 years
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life method description	Shorter of life of asset or lease

Summary of Significant Accoun24

Summary of Significant Accounting Policies (Details Textual) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Summary of Significant Accounting Policies (Textual)
Warrant policy period			1 year
Stock Options [Member]
Summary of Significant Accounting Policies (Textual)
Computation of potentially dilutive securities	4,438,867	2,016,562
Warrant [Member]
Summary of Significant Accounting Policies (Textual)
Computation of potentially dilutive securities			7,571,395	1,620,000

Inventory (Details)

Inventory (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Inventory [Abstract]
Raw materials	$ 161,934
Sub assemblies	124,038
Finished goods	236,160
Inventory net	$ 522,132

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Recurring [Member]	Dec. 31, 2014USD ($)
Liabilities:
Warrant liability	$ 266,524
Level 1 [Member]
Liabilities:
Warrant liability
Level 2 [Member]
Liabilities:
Warrant liability
Level 3 [Member]
Liabilities:
Warrant liability	$ 266,524

Fair Value Measurements (Deta27

Fair Value Measurements (Details 1) - Level 3 [Member]	9 Months Ended
	Sep. 30, 2015USD ($)
Summary of change in the fair value of warrant liability
Fair value as of January 1, 2015	$ 266,524
Issuance of warrants	1,677,148
Reclassification to additional paid-in capital	$ (1,943,672)
Fair value as of September 30, 2015

Fair Value Measurements (Deta28

Fair Value Measurements (Details 2) - Level 3 [Member]	12 Months Ended
	Dec. 31, 2014USD ($)$ / shares
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value as of December 31, 2014 | $	$ 266,524
Valuation Techniques	Black-Scholes Option Pricing Model
Unobservable Inputs	Fair value of Preferred Stock
Maximum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted-Average), per shares	$ 1.10
Volatility	37.70%
Minimum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted-Average), per shares	$ (1.10)
Volatility	(37.70%)

Debt (Details)

Debt (Details) - USD ($)	Feb. 12, 2015	Sep. 30, 2015	Dec. 31, 2014	[1]	Oct. 31, 2014
Debt (Textual)
Maturity date		Dec. 29, 2015
Amount loaned by officer to company		$ 25,000
Convertible Notes Payable [Member]
Debt (Textual)
Convertible notes payable					$ 2,000,000
Annual interest rate		8.00%
Maturity date		Jun. 30, 2015
Warrants to purchase of common stock shares		2,336,828
Exercise price		$ 1.10
Fair value of warrants amount		$ 187,288
Converted into Series B convertible preferred stock, Amount	$ 2,500,000
Accrued interest	$ 2,070,072
Converted into Series B convertible preferred stock, Shares	1,881,884
Unamortized debt issuance costs		$ 393,008
[1]	The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited financial statements as of that date.

Stockholders' Equity (Deficit30

Stockholders' Equity (Deficit) (Details)	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Shares
Outstanding as of September 30, 2015	4,910,305
Options vested and exercisable as of September 30, 2015	2,616,891
Weighted Averaged Exercise Price
Outstanding as of September 30, 2015 | $ / shares	$ 0.40
Options vested and exercisable as of September 30, 2015 | $ / shares	$ 0.27
Stock Options [Member]
Shares
Outstanding January 1, 2015	1,937,979
Granted	4,224,370
Exercised	(33,333)
Forfeited or cancelled	(1,690,239)
Outstanding as of September 30, 2015	4,438,777
Options vested and exercisable as of September 30, 2015	2,616,891
Options vested and expected to vest	4,438,777
Weighted Averaged Exercise Price
Outstanding at January 1, 2015 | $ / shares	$ 0.08
Granted | $ / shares	0.56
Exercised | $ / shares	0.08
Forfeited or cancelled | $ / shares	0.52
Outstanding as of September 30, 2015 | $ / shares	0.37
Options vested and exercisable as of September 30, 2015 | $ / shares	0.27
Options vested and expected to vest | $ / shares	$ 0.37

Stockholders' Equity (Deficit31

Stockholders' Equity (Deficit) (Details 1)	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number of Outstanding	4,910,305
Options Outstanding, Average Remaining Contractual Life (Years)	9 years 1 month 6 days
Options Outstanding, Weighted Averaged Exercise Price | $ / shares	$ 0.40
Options Exercisable, Number Outstanding	2,616,891
Options Exercisable, Number of Outstanding | $ / shares	$ 0.27
0.08 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number of Outstanding	1,893,396
Options Outstanding, Average Remaining Contractual Life (Years)	8 years 9 months 18 days
Options Outstanding, Weighted Averaged Exercise Price | $ / shares	$ 0.08
Options Exercisable, Number Outstanding	1,586,094
Options Exercisable, Number of Outstanding | $ / shares	$ 0.08
0.55 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number of Outstanding	2,991,909
Options Outstanding, Average Remaining Contractual Life (Years)	9 years 4 months 24 days
Options Outstanding, Weighted Averaged Exercise Price | $ / shares	$ 0.55
Options Exercisable, Number Outstanding	1,028,714
Options Exercisable, Number of Outstanding | $ / shares	$ 0.55
2.36 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number of Outstanding	25,000
Options Outstanding, Average Remaining Contractual Life (Years)	9 years 8 months 12 days
Options Outstanding, Weighted Averaged Exercise Price | $ / shares	$ 2.36
Options Exercisable, Number Outstanding	2,083
Options Exercisable, Number of Outstanding | $ / shares	$ 2.36

Stockholders' Equity (Deficit32

Stockholders' Equity (Deficit) (Details 2)	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Summary of assumptions used in the estimated grant date fair value calculations for options granted
Dividend yield	0.00%	0.00%	0.00%
Volatility	50.00%	37.70%	50.00%
Maximum [Member]
Summary of assumptions used in the estimated grant date fair value calculations for options granted
Average risk-free interest rate	2.50%	1.91%	2.50%
Expected term, in years	10 years	5 years 9 months 7 days	10 years
Minimum [Member]
Summary of assumptions used in the estimated grant date fair value calculations for options granted
Average risk-free interest rate	1.70%	1.75%	1.70%
Expected term, in years	5 years 1 month 6 days	5 years	5 years 1 month 6 days

Stockholders' Equity (Deficit33

Stockholders' Equity (Deficit) (Details Textual) - USD ($)	May. 14, 2014	Feb. 23, 2015	May. 31, 2014	Sep. 30, 2015	Mar. 31, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Stockholders Equity (Deficit) (Textual)
Common stock par value				$ 0.001			$ 0.001		$ 0.001
Common stock, shares outstanding				21,845,932			21,845,932		10,059,000
Common stock, shares authorized				375,000,000			375,000,000		375,000,000
Warrants to purchase shares of common stock							7,571,395
Stock based compensation							$ 376,242	$ 131,929
Weighted-average grant date fair value for stock options granted						$ 0.04	$ 0.38	$ 0.04
2014 Equity Incentive Plan [Member]
Stockholders Equity (Deficit) (Textual)
Option to puchase of common shares							1,718,880
Common Stock [Member]
Stockholders Equity (Deficit) (Textual)
Common stock par value		$ 0.001
Forward stock split shares of common stock		5-for-1
Common stock, shares authorized		375,000,000
Stock issued during period, Shares	15,000,000		4,525,000
Stock issued during period, Value	$ 3,000		$ 27,150
Shares issued, Price per share	$ 0.002		$ 0.06
Shares of common stock in exchange for services							1,863,241
Shares of common stock in exchange for services fair value							$ 192,893
Warrants to purchase shares of common stock					17,136				2,579,692
CDx's [Member]
Stockholders Equity (Deficit) (Textual)
Converted into common stock shares							1
Common stock par value				$ 0.001			$ 0.001
Warrants issued shares of common stock				6,069,960			6,069,960
Warrants outstanding shares of common stock				7,571,395			7,571,395
Retained shares of common stock				$ 1,990,637			$ 1,990,637
CDx's [Member] | 2014 Equity Incentive Plan [Member]
Stockholders Equity (Deficit) (Textual)
Reserved shares of common stock							6,200,000
Percentage of voting interests acquired				10.00%			10.00%
Options expiration description							The options generally expire ten years from the date of grant. ISOs granted to a participant who, at the time the ISO is granted, has more than 10% of the voting power between all classes of stock, will expire five years from the date of grant. Options vest at various rates ranging from immediately to three years.
Options to purchase shares							232,814
Stock based compensation				$ 82,135		$ 20,733	$ 245,520	$ 20,733
Unrecognized compensation expense							$ 370,492
Weighted average recognition period							1 year 10 months 24 days
Purchase shares of common stock granted options to non-employees						435,000	415,000	435,000
Exercise price							$ 0.55	$ 0.08
Stock options granted to non-employees				$ 23,104		$ 111,196	$ 130,722	$ 111,196
CDx's [Member] | Common Stock [Member]
Stockholders Equity (Deficit) (Textual)
Stock issued during period, Shares							19,855,295

Commitments and Contingencies (

Commitments and Contingencies (Details)	1 Months Ended		3 Months Ended		9 Months Ended
	Apr. 30, 2015USD ($)a	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)ft²	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)ft²shares	Sep. 30, 2014USD ($)
Commitments and contingencies (Textual)
Rent expense			$ 40,485	$ 10,599	$ 108,210	$ 16,361
Distribution and license agreement term					10 years
Royalty percentage					7.00%
Corporate joint venture [Member]
Commitments and contingencies (Textual)
Development costs					$ 0	0
Option to puchase of common shares | shares					250,000
Distribution and license agreement [Member]
Commitments and contingencies (Textual)
Development costs					$ 0	10,000
Joint developer [Member]
Commitments and contingencies (Textual)
Development costs					$ 200,000	$ 149,000
San Diego California [Member]
Commitments and contingencies (Textual)
Total area | ft²			6,200		6,200
Commencement date of lease	May 1, 2015
Rent expense	$ 247,000
Lease expire	Nov. 30, 2017
Area of office space | a	1,500
Term of lease	31 months
San Mateo, California [Member]
Commitments and contingencies (Textual)
Rent expense	$ 750	$ 1,900
Lease expire		Dec. 31, 2014
Term of lease		3 months