Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2015 | |
Document and Entity Information: | |
Entity Registrant Name | MyDx, Inc. |
Entity Central Index Key | 1,582,341 |
Amendment Flag | true |
Amendment Description | The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. |
Document Type | S1 |
Document Period End Date | Dec. 31, 2015 |
Entity Filer Category | Smaller Reporting Company |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 143,680 | $ 745,446 |
Accounts receivable | 10,702 | |
Inventory | 451,973 | |
Prepaid expenses and other current assets | 51,978 | $ 293,809 |
Total current assets | 658,333 | 1,039,255 |
Property and equipment, net | 233,064 | 103,643 |
Other assets | 104,365 | 6,430 |
Total assets | 995,762 | 1,149,328 |
Current liabilities: | ||
Accounts payable | 619,528 | 526,968 |
Customer deposits | 9,467 | 129,871 |
Accrued liabilities | 285,609 | 462,202 |
Convertible notes payable, current | 50,574 | 1,974,058 |
Total current liabilities | $ 965,178 | 3,093,099 |
Warrant liability | $ 266,524 | |
Convertible note payable - related party | $ 175,000 | |
Convertible note payable, net of current portion | 200,274 | |
Other long-term obligations | 2,721 | |
Total liabilities | $ 1,343,173 | $ 3,359,623 |
Commitments and contingencies (Note 11) | ||
Stockholders' deficit: | ||
Common stock, $0.001 par value, 375,000,000 shares authorized; 22,081,928 and 10,059,000 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively | $ 22,081 | $ 10,059 |
Additional paid-in capital | 9,528,072 | 1,307,695 |
Accumulated deficit | (9,897,564) | (3,530,267) |
Total stockholders' deficit | (347,411) | (2,210,295) |
Total liabilities and stockholders' deficit | $ 995,762 | 1,149,328 |
Series A convertible preferred stock | ||
Stockholders' deficit: | ||
Convertible preferred stock par value | 1,620 | |
Series B convertible preferred stock | ||
Stockholders' deficit: | ||
Convertible preferred stock par value | $ 598 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Paranthetical) - $ / shares | Dec. 31, 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 | 22,081,928 | 10,059,000 |
Common stock, shares outstanding | 22,081,928 | 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 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Net revenues | $ 383,396 | |
Cost of revenues | 221,007 | |
Gross profit | 162,389 | |
Operating Expenses | ||
Research and development | 1,694,521 | $ 1,539,392 |
Sales and marketing | 1,026,211 | 750,480 |
General and administrative | 3,359,802 | 1,009,827 |
Total operating expenses | 6,080,534 | 3,299,699 |
Loss from operations | (5,918,145) | (3,299,699) |
Interest expense, net | (447,777) | (227,539) |
Loss before provision for income taxes | (6,365,922) | (3,527,238) |
Provision for income taxes | 1,375 | 1,150 |
Net loss | $ (6,367,297) | $ (3,528,388) |
Basic and diluted loss per share | $ (0.35) | $ (0.44) |
Weighted average shares used in computing net loss per share | ||
Basic and diluted | 18,346,844 | 8,039,989 |
Consolidated Statements of Stat
Consolidated Statements of Statement Stockholders' Deficit - USD ($) | Total | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2013 | $ (1,879) | $ (1,879) | |||
Balance, Shares at Dec. 31, 2013 | |||||
Issuance of common stock | 50,250 | $ 10,050 | $ 40,200 | ||
Issuance of common stock, Shares | 10,050,000 | ||||
Issuance of convertible preferred stock, net | 1,020,555 | $ 2,218 | 1,018,337 | ||
Issuance of convertible preferred stock net, Shares | 2,217,725 | ||||
Proceeds from exercise of stock options | 720 | $ 9 | 711 | ||
Proceeds from exercise of stock options, Shares | 9,000 | ||||
Fair value of common stock warrants | 60,917 | 60,917 | |||
Stock based compensation | 187,530 | 187,530 | |||
Net loss | (3,528,388) | (3,528,388) | |||
Balance at Dec. 31, 2014 | (2,210,295) | $ 2,218 | $ 10,059 | 1,307,695 | $ (3,530,267) |
Balance, Shares at Dec. 31, 2014 | 2,217,725 | 10,059,000 | |||
Issuance of common stock | 1,593,775 | $ 2,095 | 1,591,680 | ||
Issuance of common stock, Shares | 2,094,787 | ||||
Issuance of convertible preferred stock, net | 1,955,721 | $ 3,804 | 1,951,917 | ||
Issuance of convertible preferred stock net, Shares | 3,804,562 | ||||
Conversion of convertible notes to preferred stock | 2,070,072 | $ 1,882 | 2,068,190 | ||
Conversion of convertible notes to preferred stock, Shares | 1,881,884 | ||||
Extinguishment of preferred stock warrant liability | $ 1,943,672 | 1,943,672 | |||
Exchange of convertible preferred stock for common stock in connection with the merger | $ (7,904) | $ 7,904 | |||
Exchange of convertible preferred stock for common stock in connection with the merger, Shares | (7,904,171) | 7,904,171 | |||
Common stock assumed in connection with merger | $ 1,990 | (1,990) | |||
Common stock assumed in connection with merger, Shares | 1,990,637 | ||||
Proceeds from exercise of stock options | $ 2,667 | $ 33 | 2,634 | ||
Proceeds from exercise of stock options, Shares | 33,333 | ||||
Fair value of common stock warrants | 147,211 | 147,211 | |||
Stock based compensation | 517,063 | 517,063 | |||
Net loss | (6,367,297) | $ (6,367,297) | |||
Balance at Dec. 31, 2015 | $ (347,411) | $ 22,081 | $ 9,528,072 | $ (9,897,564) | |
Balance, Shares at Dec. 31, 2015 | 22,081,928 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (6,367,297) | $ (3,528,388) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 64,611 | 20,452 |
Loss on impairment/write-off of fixed assets | $ 9,224 | 15,833 |
Convertible note issued in exchange for services | 191,000 | |
Common stock issued in exchange for services | $ 1,413,002 | 50,250 |
Stock-based compensation | 517,063 | 187,530 |
Interest expense related to amortization of debt issuance costs and debt discount | 419,798 | $ 176,226 |
Changes in assets and liabilities: | ||
Accounts receivable | (10,702) | |
Inventory | (451,973) | |
Prepaid expenses and other assets | (108,568) | $ (54,122) |
Accounts payable and accrued liabilities | 169,533 | 987,291 |
Customer deposits | (120,404) | 129,871 |
Net cash used in operating activities | (4,465,713) | (1,824,057) |
Cash flows form investing activities: | ||
Purchases of property & equipment | (196,589) | (120,928) |
Net cash used in investing activities | (196,589) | (120,928) |
Cash flows from financing activities | ||
Proceeds from note payable - related party | $ 175,000 | 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 | 1,077,079 |
Proceeds from the issuance of convertible notes payable, net of issuance costs | 250,000 | 1,612,952 |
Proceeds from exercise of stock options | 2,667 | 400 |
Net cash provided by financing activities | 4,060,536 | 2,690,281 |
Net (decrease) increase in cash | (601,766) | 745,296 |
Cash, beginning of period | 745,446 | 150 |
Cash, end of period | $ 143,680 | 745,446 |
Supplemental cash flow information | ||
Interest paid | 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 | 60,987 | |
Fair value of preferred stock warrants issued with preferred stock | $ 1,677,148 | $ 266,524 |
Reclassification of warrant liability to additional paid-in capital | 1,943,672 | |
Common stock assumed in connection with merger | 1,990 | |
Conversion of convertible preferred stock to common stock | 7,904 | |
Issuance of common stock in exchange for services provided in the prior year | $ 327,100 |
Organization
Organization | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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 11. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2015 | |
Liquidity [Abstract] | |
Liquidity | 3. Liquidity The Company had limited revenues for the year ended December 31, 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 years ended December 31, 2015 and 2014. 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 $143,680 as of December 31, 2015 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. The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses from operations since its inception and has an accumulated deficit of $9,897,564 as of December 31, 2015. The Company's ability to transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support its cost structure. The Company has not generated significant revenues and has funded its operating losses through the sale of preferred and common stock and the issuance of debt. The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the industry. These risks include, but are not limited to, the uncertainty of availability of additional financing and the uncertainty of achieving future profitability. Management of the Company intends to raise additional funds through the issuance of equity securities. There can be no assurance that such financing will be available or on terms which are favorable to the Company. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not contain any adjustments that might result from the outcome of this uncertainty. |
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 | 4. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain prior year amounts in the consolidated 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 the consolidated finance statements in conformity with accounting principles generally accepted in the United States of America 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. Concentration of Risk Related to Third-party Suppliers We depend on a limited number of third-party suppliers for the materials and components required to manufacture our products. A delay or interruption by our suppliers may harm our business, results of operations, and financial condition, and could also adversely affect our future profit margins. In addition, the lead time needed to establish a relationship with a new supplier can be lengthy, and we may experience delays in meeting demand in the event we must change or add new suppliers. Our dependence on our suppliers exposes us to numerous risks, including but not limited to the following: our suppliers may cease or reduce production or deliveries, raise prices, or renegotiate terms; we may be unable to locate a suitable replacement supplier on acceptable terms or on a timely basis, or at all; and delays caused by supply issues may harm our reputation, frustrate our customers, and cause them to turn to our competitors for future needs. 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 December 31, 2015 and 2014, the Company held no cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company makes ongoing assumptions relating to the collectibility of its accounts receivable in its calculation of the allowance for doubtful accounts. In determining the amount of the allowance, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations and assesses current economic trends affecting its customers that might impact the level of credit losses in the future and result in different rates of bad debts than previously seen. The Company also considers its historical level of credit losses. As of December 31, 2015, there was no allowance for doubtful accounts. 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. During the year ended December 31, 2014, the Company recognized an impairment charge of $15,833. 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. Product 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. The Company recognizes the fair value of the equity instruments as expense over the term of the service agreement and revalues that fair value at each reporting period over the vesting periods of the equity instruments. Warranty 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 accounted 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 consolidated statements of operations. During the year ended December 31, 2015, the contingency was resolved and the warrant liability was reclassified into addition paid-in capital upon their extinguishment. 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 consolidated statements of operations as incurred. Advertising Costs Advertising costs are charged to sales and marketing expenses and general and administrative expenses as incurred. Advertising expenses, which are recorded in sales and marketing and general and administrative expenses, were $40,673 and $18,567 for the years ended December 31, 2015 and 2014, respectively. 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 year ended December 31, 2015, options to purchase 4,626,245 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 year ended December 31, 2014, options to purchase 1,937,979 shares of common stock, warrants to purchase 683,200 shares of Series B convertible preferred stock, warrants to purchase 760,000 shares of common stock and 2,217,725 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 The Financial Accounts Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers 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 | 12 Months Ended |
Dec. 31, 2015 | |
Inventory [Abstract] | |
Inventory | 5. Inventory Inventory as of December 31, 2015 and 2014 is as follows: December 31, 2015 2014 Finished goods $ 270,230 - Raw materials 181,743 $ - $ 451,973 $ - |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 December 31, 2015 and 2014. The Company had no financial liabilities measured at fair value on a recurring basis as of December 31, 2015. The change in the fair value of the warrant liability that falls under Level 3 of the valuation hierarchy is summarized below for the years ended December 31, 2015 and 2014: Fair value as of January 1, 2015 $ 266,524 Issuance of warrants 1,677,148 Reclassification to additional paid-in capital upon extinguishment of warrants in connection with the Merger (1,943,672 ) Fair value as of December 31, 2015 $ - Fair value as of January 1, 2014 $ - Issuance of warrants 266,524 Change in fair value during the year - Fair value as of December 31, 2014 $ 266,524 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 %) |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment, net [Abstract] | |
Property and Equipment, net | 7. Property and Equipment, net December 31, 2015 2014 Computer and test equipment $ 206,499 $ 73,290 Website development costs 39,870 39,870 Furniture and fixtures 32,845 1,777 Software 10,791 5,991 Leasehold improvements 18,288 - 308,293 120,928 Less accumulated depreciation and amortization (75,229 ) (17,285 ) $ 233,064 $ 103,643 Depreciation expense was $57,944 and $20,452 for the years ended December 31, 2015 and 2014, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities consisted of the following as of December 31, 2015 and 2014. December 31, 2015 2014 Deferred compensation to non-employees $ 146,327 $ 327,100 Deferred compensation to an employee 51,210 45,000 Other 88,072 90,102 $ 285,609 $ 462,202 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt [Abstract] | |
Debt | 9. Debt Convertible Notes On December 22, 2015, the Company completed a financing pursuant to a Securities Purchase Agreement with Adar Bays, LLC ("Adar Bays") providing for the issuance of two convertible promissory notes in the aggregate principal amount of $220,000, with the first note being in the amount of $110,000, and the second note being in the amount of $110,000 (the "Note" or "Notes"). The Notes contain a 10% original issue discount such that the purchase price of each Note is $100,000. The first Note was funded on December 22, 2015 and is due and payable on December 21, 2017. The second Note shall initially be paid for by the issuance of an offsetting $100,000 collateralized secured note issued by Adar Bays to the Company due and payable no later than August 21, 2016. The funding of the second Note is subject to certain conditions, and the Company may reject the closing of the second Note in its discretion. The Notes bear interest at the rate of 8% per annum and may be converted by Adar Bays at any time after the date which is six months of the date of issuance into shares of Company common stock at a conversion price equal to 60% of the market price (as determined in the Notes) calculated at the time of conversion. The Company did not book a beneficial conversion feature in connection with the issuance of the Notes, as terms of the conversion are variable and the ultimate number of shares to be issued upon conversion could not be determined at the date the Notes were issued. As such, upon conversion of the Notes the number of shares will be determined and the Company will evaluate whether or not a beneficial conversion feature exists based on the conversion price compared to the price of the Company’s common stock at the date of issuance of the Notes. The Notes also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Notes in the event of such defaults. The Notes may be prepaid by the Company at any time prior to 180 days after the date of issuance of the Notes subject to the payment of prepayment penalties as described in the Notes. The foregoing is only a brief description of the material terms of the Securities Purchase Agreement and Notes, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements which are filed as an exhibit to this Annual Report. The issuance of the Notes was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Notes was an accredited investor. The Company recorded the original issue discount of $10,000 as debt issuance cost on its balance sheet which is netted against the face value of the Note and is being accreted over the term of the Note. For the year ended December 31, 2015, the Company amortized a total of $137 of the debt issuance cost. As of December 31, 2015, the Note had an outstanding balance of $100,137 and a remaining unamortized debt discount of $9,863. On December 22, 2015, the Company completed a financing pursuant to a Securities Purchase Agreement with Union Capital, LLC ("Union Capital") providing for the purchase of two convertible promissory notes in the aggregate principal amount of $220,000, with the first note being in the amount of $110,000, and the second note being in the amount of $110,000 (the "Note" or "Notes"). The Notes contain a 10% original issue discount such that the purchase price of each Note is $100,000. The first Note was funded on December 22, 2015 and is due and payable on December 21, 2017. The second Note shall initially be paid for by the issuance of an offsetting $100,000 collateralized secured note issued by Union Capital to the Company due and payable no later than August 21, 2016. The funding of the second Note is subject to certain conditions and the Company may reject the closing of the second Note in its discretion. The Notes bear interest at the rate of 8% per annum; are due and payable on December 21, 2017; and may be converted by Union Capital at any time after the date which is six months of the date of issuance into shares of Company common stock at a conversion price equal to 60% of the market price (as determined in the Notes) calculated at the time of conversion. The Company did not book a beneficial conversion feature in connection with the issuance of the Notes, as terms of the conversion are variable and the ultimate number of shares to be issued upon conversion could not be determined at the date the Notes were issued. As such, upon conversion of the Notes the number of shares will be determined and the Company will evaluate whether or not a beneficial conversion feature exists based on the conversion price compared to the price of the Company’s common stock at the date of issuance of the Notes. The Notes also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Notes in the event of such defaults. The Notes may be prepaid by the Company at any time prior to 180 days after the date of issuance of the Notes subject to the payment of prepayment penalties as described in the Notes. The foregoing is only a brief description of the material terms of the Securities Purchase Agreement and Notes, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements which are filed as an exhibit to this Current Report. The issuance of the Notes was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Notes was an accredited investor. The Company recorded the original issue discount of $10,000 as debt issuance cost on its balance sheet which is netted against the face value of the Note and will be accreted over the term of the Note. For the year ended December 31, 2015, the Company amortized a total of $137 of the debt issuance cost. As of December 31, 2015, the Note had an outstanding balance of $100,137 and a remaining unamortized debt discount of $9,863. On December 10, 2015, the Company entered into a Securities Purchase Agreement (the "SPA") and Convertible Promissory Note in the original principal amount of $60,000 (the "Note") with Kodiak Capital Group, LLC ("Kodiak") pursuant to which Kodiak funded $50,000 to the Company after the deduction of a $10,000 original issue discount. The Note bears interest at the rate of 12% and must be repaid on or before December 20, 2016. The Note may be prepaid by the Company at any time without penalty prior to the date which is 180 days after the date of issuance of the Note. The Note may be converted by Kodiak at any time after 180 days of the date of issuance into shares of Company common stock at a conversion price equal to 50% of the market price (as determined in the Note). The Company did not book a beneficial conversion feature in connection with the issuance of the Notes, as terms of the conversion are variable and the ultimate number of shares to be issued upon conversion could not be determined at the date the Notes were issued. As such, upon conversion of the Notes the number of shares will be determined and the Company will evaluate whether or not a beneficial conversion feature exists based on the conversion price compared to the price of the Company’s common stock at the date of issuance of the Notes. The SPA and Note also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The foregoing is only a brief description of the material terms of the SPA and Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements and their exhibits which are filed as an exhibit to this Annual Report. The Company recorded the original issue discount of $10,000 as debt issuance cost on its balance sheet which is netted against the face value of the Note and will be accreted over the term of the Note. For the year ended December 31, 2015, the Company amortized a total of $574 of the debt issuance cost. As of December 31, 2015, the Note had an outstanding balance of $50,574 and a remaining unamortized debt discount of $9,426. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Note was an accredited investor. 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 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 consolidated statement of operations for the year ended December 31, 2015. Note Payable –Related Party On December 10, 2015, YCIG, Inc. ("YCIG"), an entity owned and controlled by Daniel Yazbeck, who is an officer, director and major shareholder of the Company, entered into a Loan Agreement (the "Loan Agreement") with the Company. The Loan Agreement provides that YCIG loan a minimum of $175,000 to the Company, which amount may be increased to $250,000 at the discretion of YCIG. The Loan Agreement provides that the amounts loaned accrue interest at a rate of 12% per annum and all amounts loaned are due and payable on or before September 29, 2018. The amounts loaned may be prepaid by the Company at any time without penalty. The Loan Agreement provides that in the event of a default, the loan amount becomes immediately due and payable, which may be repaid by the Company in its election in cash or a number of shares of Company common stock equal to four times the amount outstanding at the date of default. 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. On December 10, 2015, this loan was rolled over into the YCIG Loan Agreement described above. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit | 10. Stockholders’ 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 per share. Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, the Company assumed all of CDx’s options and warrants issued and outstanding immediately prior to the Merger, 6,069,960 and 7,571,395 shares of common stock, respectively. 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 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. 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 year ended December 31, 2015, the Company issued 2,094,787 shares of common stock in exchange for services at a fair value of $1,593,775. Common Stock Warrants During the year ended December 31, 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 warrants to purchase 7,571,395 shares of common stock were outstanding as of December 31, 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 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. As of December 31, 2015, options to purchase 1,531,412 shares were available under the 2014 Plan for issuance. A summary of the Company’s stock option plan for the year ended December 31, 2015 was as follows: Weighted Weighted Average Average Remaining Exercise Contractual Intrinsic Shares Price Period Value Outstanding as of January 1, 2015 1,937,979 0.08 9.5 $ - Granted 4,639,234 0.57 Exercised (33,333 ) 0.08 Forfeited or cancelled (1,917,635 ) 0.52 Outstanding as of December 31, 2015 4,626,245 0.39 9.0 $ 780,707 Options vested and exercisable as of December 31, 2015 2,916,801 0.31 8.9 $ 697,779 Options vested and expected to vest as of December 31, 2015 4,626,245 0.36 9.0 $ 780,707 The aggregate intrinsic value of options exercised was $15,667 and zero for the years ended December 31, 2015 and 2014, respectively. Information regarding options outstanding and vested and exercisable as of December 31, 2015 is as follows: Options Outstanding Options Exercisable Exercise Price Number Outstanding Average Remaining Contractual Life (Years) Weighted-Average Exercise Price Number Outstanding Weighted-Average Exercise Price $ 0.08 1,774,334 8.5 $ 0.08 1,585,861 $ 0.08 $ 0.55 2,412,048 9.2 $ 0.55 1,118,159 $ 0.55 $ 0.71 414,864 9.9 $ 0.71 206,531 $ 0.71 $ 2.36 25,000 9.4 $ 2.36 6,250 $ 2.36 4,626,245 9.0 $ 0.39 2,916,801 $ 0.31 Total employee stock-based compensation expense recognized by the Company for the years ended December 31, 2015 and 2014 was $325,218 and $27,906, respectively. No tax benefits were recognized in the years ended December 31, 2015 and 2014. Total unrecognized compensation expense from employee stock options as of December 31, 2015 was $378,597 and will be recognized over a weighted average recognition period of 1.6 years. For the year ended December 31 2015, the Company granted options to non-employees to purchase 579,864 shares of common stock at a weighted average exercise price of $0.60 per share as compared to 435,000 shares of common stock at an exercise price of $0.08 per share for the year ended December, 2014. Stock-based compensation expense related to stock options granted to non-employees was $192,410 for the year ended December 31, 2015 and $159,859 for the year ended December 31, 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 many 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 years ended December 31, 2015 and 2014: Year Ended December 31, 2015 2014 Dividend yield 0.0% 0.0% Volatility 52.5% 50.0% Average risk-free rate 1.65% - 1.91% 1.70% - 2.50% Expected term, in years 5.00 - 5.77 4.80 - 10.00 The weighted-average grant date fair value for stock options granted during the years ended December 31, 2015 and 2014 was $0.27 and $0.04 per share, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies In May 2014, the Company entered into a six-month lease for office facilities in La Jolla, California. The lease was guaranteed by an officer and director of the Company. The initial monthly rent was $800 per month. In July 2014, the original lease was amended to increase the monthly rent to $1,325 per month. In September 2014, the Company added additional space at this location. The monthly rent for the additional space is $1,280 per month. In October 2014, the Company added additional space at this location. The monthly rent for the additional space is $1,130 per month. The lease term at this location became month-to-month as of December 31, 2014. The Company terminated leases on all of the offices effective March 31, 2015 except one office which was terminated on April 30, 2015. 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 December of 2015, the Company closed this office. 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. The annual minimum lease payments under non-cancellable operating leases, including common area maintenance and amortization of leasehold improvements that have an initial or remaining term in excess of one year at December 31, 2015 are due as follows: 2016 $ 129,324 2017 121,197 Total minimum lease payments $ 250,521 Rent expense for the years ended December 31, 2015 and 2014 was $150,312 and $42,871, 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 years ended December 31, 2015 and 2014, the Company incurred zero and $10,000 in development costs related to the Distribution and License Agreement, respectively. 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 years ended December 31, 2015 and 2014, the Company has paid the Joint Developer $200,000 and $227,500 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 years ended December 31, 2015 and 2014, the Company incurred zero and $13,937 in 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 | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 12. Income Taxes The components of the provision for income taxes are as follows: For the year ended 2015 2014 Current: Federal $ - $ - State 1,375 1,150 1,375 1,150 Deferred: Federal - - State - - - - Total provision for (benefit from) income taxes $ 1,375 $ 1,150 Deferred tax assets (liabilities) consist of the following: For the year ended December 31, 2015 2014 Deferred Tax Assets: Net operating loss carryforwards $ 3,306,431 $ 1,245,414 Research and development credits 134,724 - Accruals, reserves and other 14,597 11,534 Depreciation and amortization 35,322 - Stock-based compensation 405,160 - Total deferred tax asset 3,896,234 1,256,948 Valuation allowance (3,889,501 ) (1,256,948 ) Deferred tax liabilities Depreciation and amortization (6,733 ) - Net deferred tax assets $ - $ - Reconciliation of the statutory federal income tax to the Company's effective tax: For the year ended 2015 2014 % % Statutory federal tax rate 34.00 % 34.00 % State taxes, net of federal benefit -0.02 % -0.03 % Valuation allowance -32.00 % -30.32 % Other -2.00 % -3.68 % Provision for income taxes -0.02 % -0.03 % Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets of the Company will not be fully realizable for the year ended December 31, 2015 and 2014. Accordingly, management had applied a full valuation allowance against net deferred tax assets as of December 31, 2015 and 2014. The valuation allowance increased by $2,632,553 and $1,256,948 during the years ended December 31, 2015 and 2014. As of December 31, 2015, the Company had approximately $8.3 million of federal and $8.3 million of state net operating loss carryforwards available to reduce future taxable income which will begin to expire in 2033 for both federal and state purposes. As of December 31, 2015, the Company had research & development (“R&D”) credits carryforward of approximately $112,000 and $122,000 for federal and California income tax purposes, respectively. If not utilized, the federal R&D credits carryforward will begin to expire in 2034. The California credits can be carried forward indefinitely. The Company maintain liabilities for uncertain tax positions. These liabilities involve considerable judgment and estimation and are continuously monitored by management based on the best information available, including changes in tax regulations, the outcome of relevant court cases, and other information. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2015, the Company's total amount of unrecognized tax benefit was approximately $70,000, of which none affects the effective tax rate. The Company does not expect its unrecognized benefits to change materially over the next 12 months. The Company is filing income tax returns with the United States federal government, and the state of California. The Company’s tax years 2013 through 2015 will remain open for examination by the federal and state authorities for three and four years, respectively, from the utilization of any net operating loss credits. 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 December 31, 2015 and 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On February 8, 2016, the Company entered into an Equity Purchase Agreement (the "EPA"), Registration Rights Agreement ("RRA") and Convertible Promissory Note in the original principal amount of $50,000 (the "Note") with Kodiak Capital Group, LLC ("Kodiak"). The EPA provides that the Company may, in its discretion, sell up to $1,000,000 of shares of Company common stock to Kodiak. The sale of shares of Company common stock is subject to the conditions set forth in the EPA, which include, but are not limited to, the Company filing a Registration Statement on Form S-1 to register the shares to be sold to Kodiak and the Registration Statement becoming effective. The purchase price to be paid for the shares will be 70% of the market price for such shares as determined pursuant to the terms set forth in the EPA. The RRA provides that the Company will file a Registration Statement to register up to 4,000,000 shares to be sold to Kodiak pursuant to the EPA, or issued to Kodiak upon conversion of the Note, and that the Company shall use commercially reasonable efforts to file the Registration Statement before March 31, 2016. Pursuant to the terms of the EPA, the Company agreed to issue Kodiak the Note as a commitment fee. The Note must be repaid on or before February 2, 2017. The Note may be prepaid by the Company at any time without penalty. The Note may be converted by Kodiak at any time after August 2, 2016 into shares of Company common stock at a conversion price equal to 50% of the market price (as determined in the Note). Any financing pursuant to the EPA is subject to the Company's fulfilling the conditions to sell shares to Kodiak, including the effectiveness of the Registration Statement. The Company cannot provide any assurances that any shares will be sold under the EPA or the prices at which such shares may be sold. The EPA, RRA and Note also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal under the Note in the event of such defaults. The foregoing is only a brief description of the material terms of the EPA, RRA and Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements and their exhibits which are filed as an exhibit to this Current Report. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Note was an accredited investor. On March 15, 2016, MyDx, Inc. (the “Company”) entered into Securities Purchase Agreement (the “SPA”) and Convertible Promissory Note in the original principal amount of $55,750 (the “Note”) with Auctus Fund, LLC (“Auctus”) pursuant to which Auctus funded $50,000 to the Company after the deduction of $5,750 of diligence and legal fees. The Note bears interest at the rate of 10% and must be repaid on or before December 15, 2016. The Note may be prepaid by the Company at any time prior to the date which is 180 days after the date of issuance of the Note in an amount equal to 110% of the amount outstanding. The Note may be converted by Auctus at any time into shares of Company common stock at a conversion price equal to 50% of the market price (as determined in the Note). The SPA and Note also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The foregoing is only a brief description of the material terms of the SPA and Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements and their exhibits which are filed as an exhibit to this Current Report. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Note was an accredited investor. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain prior year amounts in the consolidated 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 the consolidated finance statements in conformity with accounting principles generally accepted in the United States of America 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. |
Concentration of Risk Related to Third-party Suppliers | Concentration of Risk Related to Third-party Suppliers We depend on a limited number of third-party suppliers for the materials and components required to manufacture our products. A delay or interruption by our suppliers may harm our business, results of operations, and financial condition, and could also adversely affect our future profit margins. In addition, the lead time needed to establish a relationship with a new supplier can be lengthy, and we may experience delays in meeting demand in the event we must change or add new suppliers. Our dependence on our suppliers exposes us to numerous risks, including but not limited to the following: our suppliers may cease or reduce production or deliveries, raise prices, or renegotiate terms; we may be unable to locate a suitable replacement supplier on acceptable terms or on a timely basis, or at all; and delays caused by supply issues may harm our reputation, frustrate our customers, and cause them to turn to our competitors for future needs. |
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 December 31, 2015 and 2014, the Company held no cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company makes ongoing assumptions relating to the collectibility of its accounts receivable in its calculation of the allowance for doubtful accounts. In determining the amount of the allowance, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations and assesses current economic trends affecting its customers that might impact the level of credit losses in the future and result in different rates of bad debts than previously seen. The Company also considers its historical level of credit losses. As of December 31, 2015, there was no allowance for doubtful accounts. |
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. During the year ended December 31, 2014, the Company recognized an impairment charge of $15,833. |
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. |
Product Returns | Product 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. The Company recognizes the fair value of the equity instruments as expense over the term of the service agreement and revalues that fair value at each reporting period over the vesting periods of the equity instruments. |
Warranty | Warranty 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 accounted 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 consolidated statements of operations. During the year ended December 31, 2015, the contingency was resolved and the warrant liability was reclassified into addition paid-in capital upon their extinguishment. |
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 consolidated statements of operations as incurred. |
Advertising Costs | Advertising Costs Advertising costs are charged to sales and marketing expenses and general and administrative expenses as incurred. Advertising expenses, which are recorded in sales and marketing and general and administrative expenses, were $40,673 and $18,567 for the years ended December 31, 2015 and 2014, respectively. |
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 year ended December 31, 2015, options to purchase 4,626,245 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 year ended December 31, 2014, options to purchase 1,937,979 shares of common stock, warrants to purchase 683,200 shares of Series B convertible preferred stock, warrants to purchase 760,000 shares of common stock and 2,217,725 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 The Financial Accounts Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers 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 Accoun21
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Depreciation and amortization are provided using the straight-line method over the 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) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory [Abstract] | |
Schedule of inventory | December 31, 2015 2014 Finished goods $ 270,230 - Raw materials 181,743 $ - $ 451,973 $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 upon extinguishment of warrants in connection with the Merger (1,943,672 ) Fair value as of December 31, 2015 $ - Fair value as of January 1, 2014 $ - Issuance of warrants 266,524 Change in fair value during the year - Fair value as of December 31, 2014 $ 266,524 |
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 %) |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment, net [Abstract] | |
Summary of property and equipment | December 31, 2015 2014 Computer and test equipment $ 206,499 $ 73,290 Website development costs 39,870 39,870 Furniture and fixtures 32,845 1,777 Software 10,791 5,991 Leasehold improvements 18,288 - 308,293 120,928 Less accumulated depreciation and amortization (75,229 ) (17,285 ) $ 233,064 $ 103,643 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | December 31, 2015 2014 Deferred compensation to non-employees $ 146,327 $ 327,100 Deferred compensation to an employee 51,210 45,000 Other 88,072 90,102 $ 285,609 $ 462,202 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Deficit [Abstract] | |
Schedule of stock option plan | Weighted Weighted Average Average Remaining Exercise Contractual Intrinsic Shares Price Period Value Outstanding as of January 1, 2015 1,937,979 0.08 9.5 $ - Granted 4,639,234 0.57 Exercised (33,333 ) 0.08 Forfeited or cancelled (1,917,635 ) 0.52 Outstanding as of December 31, 2015 4,626,245 0.39 9.0 $ 780,707 Options vested and exercisable as of December 31, 2015 2,916,801 0.31 8.9 $ 697,779 Options vested and expected to vest as of December 31, 2015 4,626,245 0.36 9.0 $ 780,707 |
Schedule of options outstanding and vested and exercisable | Options Outstanding Options Exercisable Exercise Price Number Outstanding Average Remaining Contractual Life (Years) Weighted-Average Exercise Price Number Outstanding Weighted-Average Exercise Price $ 0.08 1,774,334 8.5 $ 0.08 1,585,861 $ 0.08 $ 0.55 2,412,048 9.2 $ 0.55 1,118,159 $ 0.55 $ 0.71 414,864 9.9 $ 0.71 206,531 $ 0.71 $ 2.36 25,000 9.4 $ 2.36 6,250 $ 2.36 4,626,245 9.0 $ 0.39 2,916,801 $ 0.31 |
Summary of assumptions to estimated grant date fair value calculations for options granted | Year Ended December 31, 2015 2014 Dividend yield 0.0% 0.0% Volatility 52.5% 50.0% Average risk-free rate 1.65% - 1.91% 1.70% - 2.50% Expected term, in years 5.00 - 5.77 4.80 - 10.00 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Schedule of minimum lease payments under non-cancellable operating leases | 2016 $ 129,324 2017 121,197 Total minimum lease payments $ 250,521 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule of components of the provision for income taxes | For the year ended 2015 2014 Current: Federal $ - $ - State 1,375 1,150 1,375 1,150 Deferred: Federal - - State - - - - Total provision for (benefit from) income taxes $ 1,375 $ 1,150 |
Schedule of deferred tax assets (liabilities) | For the year ended December 31, 2015 2014 Deferred Tax Assets: Net operating loss carryforwards $ 3,306,431 $ 1,245,414 Research and development credits 134,724 - Accruals, reserves and other 14,597 11,534 Depreciation and amortization 35,322 - Stock-based compensation 405,160 - Total deferred tax asset 3,896,234 1,256,948 Valuation allowance (3,889,501 ) (1,256,948 ) Deferred tax liabilities Depreciation and amortization (6,733 ) - Net deferred tax assets $ - $ - |
Schedule of reconciliation of the statutory federal income tax to the Company's effective tax | For the year ended 2015 2014 % % Statutory federal tax rate 34.00 % 34.00 % State taxes, net of federal benefit -0.02 % -0.03 % Valuation allowance -32.00 % -30.32 % Other -2.00 % -3.68 % Provision for income taxes -0.02 % -0.03 |
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) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Liquidity [Abstract] | ||
Cash balance | $ 143,680 | |
Accumulated deficit | $ (9,897,564) | $ (3,530,267) |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 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 Accoun32
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies (Textual) | ||
Warrant policy period | 1 year | |
Allowance for doubtful accounts | ||
Impairment charge | $ 15,833 | |
Advertising expenses | $ 40,673 | $ 18,567 |
Stock Options [Member] | Convertible Preferred Stock [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Computation of potentially dilutive securities | 2,217,725 | |
Stock Options [Member] | Common Stock [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Computation of potentially dilutive securities | 4,626,245 | 1,937,979 |
Warrant [Member] | Series B Preferred Stock [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Computation of potentially dilutive securities | 683,200 | |
Warrant [Member] | Common Stock [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Computation of potentially dilutive securities | 7,571,395 | 760,000 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory [Abstract] | ||
Finished goods | $ 270,230 | |
Raw materials | 181,743 | |
Inventory net | $ 451,973 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
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 (Deta35
Fair Value Measurements (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of change in the fair value of warrant liability | ||
Fair value as of January 1, 2015 | $ 266,524 | |
Fair Value as of December 31, 2015 | $ 266,524 | |
Level 3 [Member] | ||
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 | $ 266,524 |
Reclassification to additional paid-in capital upon extinguishment of warrants in connection with the Merger | $ (1,943,672) | |
Change in fair value during the year | ||
Fair Value as of December 31, 2015 | $ 266,524 |
Fair Value Measurements (Deta36
Fair Value Measurements (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Fair Value as of December 31, 2014 | $ 266,524 | ||
Level 3 [Member] | |||
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 | ||
Level 3 [Member] | Maximum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Range (Weighted-Average), per shares | $ 1.10 | ||
Volatility | 37.70% | ||
Level 3 [Member] | Minimum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Range (Weighted-Average), per shares | $ (1.10) | ||
Volatility | (37.70%) |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 308,293 | $ 120,928 |
Less accumulated depreciation and amortization | (75,229) | (17,285) |
Property, plant and equipment, net | 233,064 | 103,643 |
Computer and Test Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 206,499 | 73,290 |
Web Site Development Cost [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 39,870 | 39,870 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 32,845 | 1,777 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 10,791 | $ 5,991 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 18,288 |
Property and Equipment, net (38
Property and Equipment, net (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property and Equipment, net [Abstract] | ||
Depreciation | $ 57,944 | $ 20,452 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities [Abstract] | ||
Deferred compensation to non-employees | $ 146,327 | $ 327,100 |
Deferred compensation to an employee | 51,210 | 45,000 |
Other | 88,072 | 90,102 |
Accrued liabilities | $ 285,609 | $ 462,202 |
Debt (Details)
Debt (Details) - USD ($) | Dec. 10, 2015 | Feb. 12, 2015 | Dec. 22, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2014 |
Debt (Textual) | ||||||
Convertible promissory notes | $ 200,274 | |||||
Maturity date | Dec. 29, 2015 | |||||
Amount loaned by officer to company | $ 25,000 | |||||
Adar Bays [Member] | ||||||
Debt (Textual) | ||||||
Convertible promissory notes | $ 220,000 | |||||
Original issue discount rate | 10.00% | |||||
Unamortized debt issuance costs | 9,863 | |||||
Interest rate percentage | 8.00% | |||||
Common stock, conversion features | The Notes bear interest at the rate of 8% per annum and may be converted by Adar Bays at any time after the date which is six months of the date of issuance into shares of Company common stock at a conversion price equal to 60% of the market price. | |||||
Debt issuance cost fair value | 10,000 | |||||
Amortized total debt issuance cost | 137 | |||||
Outstanding balance | 100,137 | |||||
Union Capital [Member] | ||||||
Debt (Textual) | ||||||
Convertible promissory notes | $ 220,000 | |||||
Original issue discount rate | 10.00% | |||||
Unamortized debt issuance costs | 9,863 | |||||
Interest rate percentage | 8.00% | |||||
Common stock, conversion features | The Notes bear interest at the rate of 8% per annum; are due and payable on December 21, 2017; and may be converted by Union Capital at any time after the date which is six months of the date of issuance into shares of Company common stock at a conversion price equal to 60% of the market price. | |||||
Debt issuance cost fair value | 10,000 | |||||
Amortized total debt issuance cost | 137 | |||||
Outstanding balance | 100,137 | |||||
Kodiak Capital Group, LLC [Member] | ||||||
Debt (Textual) | ||||||
Convertible promissory notes | $ 60,000 | |||||
Unamortized debt issuance costs | 9,426 | |||||
purchase price of note | $ 50,000 | |||||
Interest rate percentage | 12.00% | |||||
Common stock, conversion features | The Note may be converted by Kodiak at any time after 180 days of the date of issuance into shares of Company common stock at a conversion price equal to 50% of the market price. | |||||
Conversion price | $ 50 | |||||
Original issue discount amount | $ 10,000,000 | |||||
Amortized total debt issuance cost | 574 | |||||
Outstanding balance | $ 50,574 | |||||
YCIG, Inc [Member] | ||||||
Debt (Textual) | ||||||
Maturity date | Sep. 29, 2018 | |||||
Interest rate percentage | 12.00% | |||||
Loans received from YCIG under loan agreement | $ 175,000 | |||||
Increased to amount at the discretion | $ 250,000 | |||||
Convertible Notes Payable [Member] | ||||||
Debt (Textual) | ||||||
Convertible promissory notes | $ 2,000,000 | |||||
Original issue discount rate | 8.00% | |||||
Maturity date | Jun. 30, 2015 | |||||
Notes entitled to receive warrants to purchase of common stock | 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 | |||||
Debt issuance cost fair value | $ 10,000 | |||||
Promissory Notes One [Member] | Adar Bays [Member] | ||||||
Debt (Textual) | ||||||
Convertible promissory notes | $ 110,000 | |||||
purchase price of note | 100,000 | |||||
Promissory Notes One [Member] | Union Capital [Member] | ||||||
Debt (Textual) | ||||||
Convertible promissory notes | 110,000 | |||||
purchase price of note | 100,000 | |||||
Promissory Notes Two [Member] | Adar Bays [Member] | ||||||
Debt (Textual) | ||||||
Convertible promissory notes | 110,000 | |||||
purchase price of note | 100,000 | |||||
Collateralized secured note issued | 100,000 | |||||
Promissory Notes Two [Member] | Union Capital [Member] | ||||||
Debt (Textual) | ||||||
Convertible promissory notes | 110,000 | |||||
purchase price of note | 100,000 | |||||
Collateralized secured note issued | $ 100,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Shares | ||
Outstanding as of December 31, 2015 | 4,626,245 | |
Options vested and exercisable as of December 31, 2015 | 2,916,801 | |
Weighted Averaged Exercise Price | ||
Outstanding at January 1, 2015 | $ 0.08 | |
Granted | 0.55 | |
Exercised | 0.08 | |
Forfeited or cancelled | 0.55 | |
Outstanding as of December 31, 2015 | 0.39 | $ 0.08 |
Options vested and exercisable as of December 31, 2015 | $ 0.31 | |
Weighted Average Remaining Contractual Period | ||
Outstanding | 9 years | |
Stock Options [Member] | ||
Shares | ||
Outstanding January 1, 2015 | 1,937,979 | |
Granted | 4,639,234 | |
Exercised | (33,333) | |
Forfeited or cancelled | (1,917,635) | |
Outstanding as of December 31, 2015 | 4,626,245 | 1,937,979 |
Options vested and exercisable as of December 31, 2015 | 2,916,801 | |
Options vested and expected to vest as of December 31, 2015 | 4,626,245 | |
Weighted Averaged Exercise Price | ||
Outstanding at January 1, 2015 | $ 0.08 | |
Granted | 0.57 | |
Exercised | 0.08 | |
Forfeited or cancelled | 0.52 | |
Outstanding as of December 31, 2015 | 0.39 | $ 0.08 |
Options vested and exercisable as of December 31, 2015 | 0.31 | |
Options vested and expected to vest as of December 31, 2015 | $ 0.36 | |
Weighted Average Remaining Contractual Period | ||
Outstanding | 9 years | 9 years 6 months |
Options vested and exercisable as of December 31, 2015 | 8 years 10 months 24 days | |
Options vested and expected to vest as of December 31, 2015 | 9 years | |
Intrinsic Value | ||
Outstanding as of December 31, 2015 | $ 780,707 | |
Options vested and exercisable as of December 31, 2015 | 697,779 | |
Options vested and expected to vest as of December 31, 2015 | $ 780,707 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of Outstanding | 4,626,245 | |
Options Outstanding, Average Remaining Contractual Life (Years) | 9 years | |
Options Outstanding, Weighted Averaged Exercise Price | $ 0.39 | $ 0.08 |
Options Exercisable, Number Outstanding | 2,916,801 | |
Options Exercisable, Weighted Average Exercise Price | $ 0.31 | |
0.08 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of Outstanding | 1,774,334 | |
Options Outstanding, Average Remaining Contractual Life (Years) | 8 years 6 months | |
Options Outstanding, Weighted Averaged Exercise Price | $ 0.08 | |
Options Exercisable, Number Outstanding | 1,585,861 | |
Options Exercisable, Weighted Average Exercise Price | $ 0.08 | |
0.55 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of Outstanding | 2,412,048 | |
Options Outstanding, Average Remaining Contractual Life (Years) | 9 years 2 months 12 days | |
Options Outstanding, Weighted Averaged Exercise Price | $ 0.55 | |
Options Exercisable, Number Outstanding | 1,118,159 | |
Options Exercisable, Weighted Average Exercise Price | $ 0.55 | |
0.71 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of Outstanding | 414,864 | |
Options Outstanding, Average Remaining Contractual Life (Years) | 9 years 10 months 24 days | |
Options Outstanding, Weighted Averaged Exercise Price | $ 0.71 | |
Options Exercisable, Number Outstanding | 206,531 | |
Options Exercisable, Weighted Average Exercise Price | $ 0.71 | |
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 4 months 24 days | |
Options Outstanding, Weighted Averaged Exercise Price | $ 2.36 | |
Options Exercisable, Number Outstanding | 6,250 | |
Options Exercisable, Weighted Average Exercise Price | $ 2.36 |
Stockholders' Deficit (Detail43
Stockholders' Deficit (Details 2) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of assumptions used in the estimated grant date fair value calculations for options granted | ||
Dividend yield | 0.00% | 0.00% |
Volatility | 52.50% | 50.00% |
Maximum [Member] | ||
Summary of assumptions used in the estimated grant date fair value calculations for options granted | ||
Average risk-free interest rate | 1.91% | 2.50% |
Expected term, in 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 | 1.65% | 1.70% |
Expected term, in years | 5 years | 4 years 9 months 18 days |
Stockholders' Deficit (Detail44
Stockholders' Deficit (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 23, 2015 | Jun. 30, 2014 | May. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders Equity (Deficit) (Textual) | ||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||
Common stock, shares outstanding | 22,081,928 | 10,059,000 | ||||
Common stock, shares authorized | 375,000,000 | 375,000,000 | ||||
Stock issued during period, Value | $ 1,593,775 | $ 50,250 | ||||
Shares of common stock in exchange for services fair value | $ 1,593,775 | |||||
Warrants to purchase shares of common stock | 7,571,395 | |||||
Weighted-average grant date fair value for stock options granted | $ 0.27 | $ 0.04 | ||||
Employee stock-based compensation expense | $ 325,218 | $ 27,906 | ||||
Aggregate intrinsic value of options exercised value | $ 15,667 | $ 0 | ||||
Series B Preferred Stock [Member] | ||||||
Stockholders Equity (Deficit) (Textual) | ||||||
Warrants to purchase shares of common stock | 4,974,567 | |||||
2014 Equity Incentive Plan [Member] | ||||||
Stockholders Equity (Deficit) (Textual) | ||||||
Option to puchase of common shares | 1,531,412 | |||||
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 | 4,525,000 | 2,094,787 | 10,050,000 | |||
Stock issued during period, Value | $ 27,150 | $ 2,095 | $ 10,050 | |||
Shares issued, Price per share | $ 0.06 | |||||
Shares of common stock in exchange for services | 2,094,787 | |||||
Warrants to purchase shares of common stock | 17,136 | 2,579,692 | ||||
CDx's [Member] | ||||||
Stockholders Equity (Deficit) (Textual) | ||||||
Warrants converted into the right to receive share of company common stock | 1 | |||||
Common stock par value | $ 0.001 | |||||
Warrants issued shares of common stock | 6,069,960 | |||||
Warrants outstanding shares of common stock | 7,571,395 | |||||
Retained shares of common stock | 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% | |||||
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. | |||||
Unrecognized compensation expense | $ 378,597 | |||||
Weighted average recognition period | 1 year 7 months 6 days | |||||
Purchase shares of common stock granted options to non-employees | 579,864 | 435,000 | ||||
Exercise price | $ 0.60 | $ 0.08 | ||||
Stock options granted to non-employees | 192,410 | 159,859 | ||||
CDx's [Member] | Common Stock [Member] | ||||||
Stockholders Equity (Deficit) (Textual) | ||||||
Stock issued during period, Shares | 19,855,295 |
Commitments and Contingencies45
Commitments and Contingencies (Details) | Dec. 31, 2015USD ($) |
Minimum lease payments under non-cancellable operating leases | |
2,016 | $ 129,324 |
2,017 | 121,197 |
Total minimum lease payments | $ 250,521 |
Commitments and Contingencies46
Commitments and Contingencies (Details Textual) | Oct. 01, 2014USD ($) | Apr. 01, 2015USD ($)ft² | Sep. 30, 2014USD ($) | Apr. 30, 2014USD ($) | May. 31, 2014USD ($) | Jul. 31, 2014USD ($)shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Commitments and contingencies (Textual) | ||||||||
Rent expense | $ 150,312 | $ 42,871 | ||||||
Distribution and license agreement term | 10 years | |||||||
Royalty percentage | 7.00% | |||||||
Development costs | $ 0 | 13,937 | ||||||
Term of contract office facilities | 6 months | |||||||
Initial monthly rent | $ 800 | |||||||
Amended of increase monthly rent | $ 1,325 | |||||||
Monthly rent for the additional space | $ 1,130 | $ 1,280 | ||||||
Lease expire | Mar. 31, 2015 | |||||||
Corporate joint venture [Member] | ||||||||
Commitments and contingencies (Textual) | ||||||||
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 | $ 227,500 | ||||||
San Diego California [Member] | ||||||||
Commitments and contingencies (Textual) | ||||||||
Total area | ft² | 1,500 | |||||||
Commencement date of lease | May 1, 2015 | |||||||
Rent expense | $ 247,000 | |||||||
Term of lease | 31 months | |||||||
Area of land description | 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. | |||||||
Lease expire | Nov. 30, 2017 | |||||||
San Mateo, California [Member] | ||||||||
Commitments and contingencies (Textual) | ||||||||
Rent expense | $ 1,900 | $ 750 | ||||||
Office one [Member] | ||||||||
Commitments and contingencies (Textual) | ||||||||
Lease expire | Apr. 30, 2015 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | ||
Federal | ||
State | $ 1,375 | $ 1,150 |
Total current income taxes | $ 1,375 | $ 1,150 |
Deferred: | ||
Federal | ||
State | ||
Total deferred income taxes | ||
Total provision for (benefit from) income taxes | $ 1,375 | $ 1,150 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 3,306,431 | $ 1,245,414 |
Research and development credits | 134,724 | |
Accruals, reserves and other | 14,597 | $ 11,534 |
Depreciation and amortization | 35,322 | |
Stock-based compensation | 405,160 | |
Total deferred tax asset | 3,896,234 | $ 1,256,948 |
Valuation allowance | (3,889,501) | $ (1,256,948) |
Deferred tax liabilities | ||
Depreciation and amortization | $ (6,733) | |
Net deferred tax assets |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | ||
Statutory federal tax rate | 34.00% | 34.00% |
State taxes, net of federal benefit | (0.02%) | (0.03%) |
Valuation allowance | (32.00%) | (30.32%) |
Other | (2.00%) | (3.68%) |
Provision for income taxes | (0.02%) | (0.03%) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards, State and local | $ 8,300,000 | |
Operating loss carryforwards, Domestic | $ 8,300,000 | |
Operating loss carryforwards, Expiration date | Dec. 31, 2033 | |
Research and development credits | $ 134,724 | |
Unrecognized tax benefits | 70,000 | |
Valuation allowance, Deferred tax asset, Increase Amount | $ 2,632,553 | $ 1,256,948 |
Domestic Tax Authority [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, Expiration date | Dec. 31, 2034 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) | Mar. 15, 2016 | Feb. 08, 2016 |
Subsequent Event [Line Items] | ||
Principal amount of debt | $ 50,000 | |
Maximum number of shares to be issued | $ 1,000,000 | |
Debt instrument, description | The purchase price to be paid for the shares will be 70% of the market price for such shares as determined pursuant to the terms set forth in the EPA. The RRA provides that the Company will file a Registration Statement to register up to 4,000,000 shares to be sold to Kodiak pursuant to the EPA, or issued to Kodiak upon conversion of the Note, and that the Company shall use commercially reasonable efforts to file the Registration Statement before March 31, 2016. Pursuant to the terms of the EPA, the Company agreed to issue Kodiak the Note as a commitment fee. The Note must be repaid on or before February 2, 2017. The Note may be prepaid by the Company at any time without penalty. The Note may be converted by Kodiak at any time after August 2, 2016 of the date of issuance into shares of Company common stock at a conversion price equal to 50% of the market price (as determined in the Note). | |
Auctus Fund, LLC [Member] | ||
Subsequent Event [Line Items] | ||
Principal amount of debt | $ 55,750 | |
Debt instrument, description | The Note bears interest at the rate of 10% and must be repaid on or before December 15, 2016. The Note may be prepaid by the Company at any time prior to the date which is 180 days after the date of issuance of the Note in an amount equal to 110% of the amount outstanding. The Note may be converted by Auctus at any time into shares of Company common stock at a conversion price equal to 50% of the market price (as determined in the Note). | |
Auctus funded amount | $ 50,000 | |
Deduction of diligence and legal fees | $ 5,750 | |
Interest rate percentage | 10.00% |