Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 22, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MyDx, Inc. | |
Entity Central Index Key | 1,582,341 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 251,154,401 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 183,752 | $ 143,680 |
Accounts receivable | 40,397 | 10,702 |
Inventory | 341,522 | 451,973 |
Prepaid expenses and other current assets | 34,264 | 51,978 |
Total current assets | 599,935 | 658,333 |
Property and equipment, net | 160,516 | 233,064 |
Other assets | 87,828 | 104,365 |
Total assets | 848,279 | 995,762 |
Current liabilities: | ||
Asset based loans | 223,497 | |
Accounts payable | 843,662 | 619,528 |
Customer deposits | 56,312 | 9,467 |
Accrued liabilities | 1,472,617 | 281,761 |
Current portion of leases payable | 2,915 | 2,773 |
Due to related party | 1,075 | 1,075 |
Derivative liability | 111,048 | |
Convertible notes payable, current | 309,649 | 50,574 |
Total current liabilities | 3,020,775 | 965,178 |
Long-term liabilities | ||
Note payable - Related Party | 200,000 | 175,000 |
Convertible notes payable | 200,274 | |
Other long-term obligations | 508 | 2,721 |
Total liabilities | 3,221,283 | 1,343,173 |
Commitments and contingencies (Note 11) | ||
Stockholders' deficit: | ||
Preferred stock, $0.001 par value, 10,000,000 authorized; zero shares issued as of September 30, 2016 and December 31, 2015, respectively. | ||
Common stock, $0.001 par value, 10,000,000,000 shares authorized; 114,620,112 and 22,081,928 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 114,620 | 22,081 |
Additional paid-in capital | 11,757,927 | 9,528,072 |
Accumulated deficit | (14,245,551) | (9,897,564) |
Total stockholders' deficit | (2,373,004) | (347,411) |
Total liabilities and stockholders' deficit | $ 848,279 | $ 995,762 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (parenthetical) (Unaudited) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 114,620,112 | 22,081,928 |
Common stock, shares outstanding | 114,620,112 | 22,081,928 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Net Revenues | $ 134,240 | $ 219,180 | $ 574,880 | $ 219,180 |
Cost of goods sold | 79,434 | 131,173 | 285,123 | 131,173 |
Gross profit | 54,806 | 88,007 | 289,757 | 88,007 |
Operating Expenses | ||||
Research and development | 111,315 | 364,370 | 352,407 | 1,717,784 |
Sales and marketing | 1,588,884 | 203,091 | 1,792,496 | 875,744 |
General and administrative | 276,183 | 880,103 | 1,416,440 | 2,779,156 |
Total operating expenses | 1,976,382 | 1,447,564 | (3,561,343) | 5,372,684 |
Loss from operations | (1,921,576) | (1,359,557) | (3,271,586) | (5,284,677) |
Interest expense, net | 807,622 | 1,051 | 863,001 | 442,811 |
Change in fair value of derivative liability | (198,338) | (198,338) | ||
Loss on settlement of debt | 335,952 | (409,982) | ||
Loss before provision for income taxes | (2,866,812) | (1,360,608) | (4,346,136) | (5,727,488) |
Provision for income taxes | 575 | 1,850 | 1,375 | |
Net loss | $ (2,866,812) | $ (1,361,183) | $ (4,347,986) | $ (5,728,863) |
Basic and diluted loss per share | $ (0.08) | $ (0.06) | $ (0.15) | $ (0.35) |
Weighted average shares used in computing net loss per share | ||||
Basic and diluted | 34,235,772 | 21,845,932 | 29,750,062 | 16,601,476 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (4,347,986) | $ (5,728,863) |
Adjustments to reconcile net loss | ||
Depreciation and amortization | 59,422 | 37,117 |
Impairment of assets | 13,126 | |
Common stock issued in exchange for services | 304,237 | 1,702,439 |
Interest expense related to debt issuance costs | 182,211 | |
Gain on changes in fair value of derivative liability | (198,338) | |
Loss on debt settlements | 409,982 | |
Stock based compensation | 377,669 | 376,242 |
Interest expense related to amortization of debt discount | 549,000 | 418,950 |
Changes in assets and liabilities: | ||
Accounts receivable | (29,695) | (6,945) |
Inventory | 110,451 | (522,132) |
Prepaid expenses and other assets | 34,251 | (99,091) |
Accounts payable and accrued liabilities | 1,770,342 | (165,485) |
Customer deposits | 68,852 | (116,826) |
Current portion leases payable | 142 | |
Long-term portion of leases payable | (2,213) | |
Net cash used in operating activities | (698,547) | (4,104,594) |
Cash flows from investing activities: | ||
Purchases of property & equipment | (177,313) | |
Net cash used in investing activities | (177,313) | |
Cash flows from financing activities | ||
Proceeds from note payable - related party | 25,000 | 25,000 |
Repayment of note payable - related party | ||
Proceeds from the issuance of convertible preferred stock, net of issuance costs | 3,632,869 | |
Proceeds from the issuance of convertible notes payable, net of issuance costs | 490,122 | |
Proceeds from issuance of asset based loans, net of issuance costs | 300,000 | |
Repayments on asset based loans | (76,503) | |
Proceeds from issuance of common stock from exercise of stock options | 2,667 | |
Net cash provided by financing activities | 738,619 | 3,660,536 |
Net (decrease) increase in cash | 40,072 | (621,371) |
Cash, beginning of period | 143,680 | 745,446 |
Cash, end of period | 183,752 | 124,075 |
Supplemental cash flow information | ||
Interest paid | 40,547 | 1,050 |
Noncash financing activity: | ||
Conversion of convertible notes payable to preferred stock | 2,070,072 | |
Conversion of convertible notes payable to preferred stock | 826,367 | |
Fair value of preferred stock warrants issued with preferred stock | 1,667,148 | |
Reclassification of warrant liability to additional paid-in capital | 1,943,672 | |
Common stock assumed in connection with merger | 1,991 | |
Conversion of convertible preferred stock to common stock | 7,904 | |
Par value adjustment in connection with the merger | $ 47,827 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2016 | |
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. The Company’s wholly-owned subsidiary, CDx, Inc., was incorporated under the laws of the State of Delaware on September 16, 2013. |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2016 | |
Organization and Nature of Business [Abstract] | |
Nature of Business | 2. Nature of Business We are a science and technology company that has created the first battery operated, handheld, electronic analyzer for consumers. Our products leverage the latest nanotechnology to accurately measure chemicals of interest in nearly any solid, liquid, or gas sample, anywhere, anytime. Our mission is to enable people to live a healthier life by revealing the purity of certain compounds they eat, drink and inhale in real time through a device they can hold in the palm of their hand. We believe that the broad application and ease of use of our technology puts us in an ideal position to provide consumers with a practical and affordable way to trust and verify what they are putting into their bodies without leaving the comfort of their homes. Our initial product which we introduced in the third quarter of 2015, utilizes the CannaDx sensor to allow consumers to analyze cannabis. During the third quarter of 2016 we introduced our AquaDx (water) and OrganaDx (food) sensors. Our product roadmap includes future development and commercialization of these sensors and our AeroDx (air) sensor in 2017. We will require substantial additional capital to finalize development and commercialize of our existing sensors and the AeroDx. We have 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 a third party pursuant to a joint development agreement. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2016 | |
Going Concern [Abstract] | |
Going Concern | 3. Going Concern The Company had limited revenues during the nine months ended September 30, 2016. The Company currently has limited working capital, and has not completed its efforts to establish a source of revenues sufficient to cover operating costs. The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by early-stage companies. These risks include, but are not limited to, the uncertainty of availability of financing and the uncertainty of achieving future profitability. Management anticipates that the Company will be dependent, for the near future, on investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise funds through the capital markets. There can be no assurance that such financing will be available at terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations, raise capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. We reported negative cash flow from operations for the year ended December 31, 2015 and for the nine months ended September 30, 2016. 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 $183,752 will not be sufficient to fund our operations for the next 12 months. Additionally, if we are unable to generate sufficient revenues to pay our expenses, we will need to raise additional funds to continue our operations. We have historically financed our operations through private equity and debt financings. The delays in our ability to ship products and generate revenues may have adversely affected our capital raising opportunities. We do not have any commitments for financing at this time, and financing may not be available to us on favorable terms, if at all. If we are unable to obtain debt or equity financing in amounts sufficient to fund our operations, if necessary, we will be forced to suspend or curtail our operations. In that event, current stockholders would likely experience a loss of most or all of their investment. Additional funding that we do obtain may be dilutive to the interests of existing stockholders. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 4. Summary of Significant Accounting Policies Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of the Company and its wholly owned subsidiary. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on April 27, 2016 and Form 10-Q filed with the SEC on August 15, 2016. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s statement of financial position as of September 30, 2016 and the Company’s results of operations for the three and nine months ended September 30, 2016 and 2015 and its cash flows for the nine months ended September 30, 2016 and 2015. The results for the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016. All references to September 30, 2016 or to the three and nine months ended September 30, 2016 and 2015 in the notes to condensed consolidated financial statements are unaudited. 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 September 30, 2016 and December 31, 2015, 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 collectability 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 September 30, 2016, 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. Convertible Debt The Company records a discount to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized to noncash interest expense using the effective interest rate method over the term of the related debt through their date of maturity. If a security or instrument becomes convertible only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized when the triggering event occurs and the contingency has been resolved. 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, totaled $51,774 and $10,933 for the nine months ended September 30, 2016 and 2015, respectively. The advertising costs were $51,774 and $10,186 in sales and marketing and $0 and $747 in general and administrative expenses, respectively, for the years ended September 30, 2016 and 2015. Net Loss per Share Basic net loss per share is computed using the weighted-average number of common shares outstanding. The number of shares used in the computation of diluted net loss per share is the same as those used for the computation of basic net loss per share as the inclusion of dilutive securities would be anti-dilutive because the Company is in a loss position for the periods presented. Potentially dilutive securities are composed of the incremental common shares issuable upon the exercise of stock options and the conversion of convertible preferred stock. For the three and nine months ended September 30, 2016, options to purchase 4,123,186 shares of common stock and warrants to purchase 7,571,395 shares of common stock have been excluded from the calculation of net loss per share because the inclusion would be anti-dilutive. For the three and nine months ended September 30, 2015, options to purchase 4,438,867 shares of common stock and warrants to purchase 7,571,395 shares of common stock have been excluded from the calculation of net loss per share because the inclusion would be anti-dilutive. Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, (“ASU 2016-09”), Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update simplify several aspects of the accounting for share-based payment award transactions including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. For public entities, ASU 2016-09 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We do not expect the adoption of this standard will have a material effect on our consolidated financial statements. In February 2016, FASB issued ASU No. 2016-02, (“ASU 2016-02”), Leases (Topic 842). The amendments in this update require lessees to recognize a lease liability measured on a discounted basis and a right-of-use asset for all leases at the commencement date. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, and is to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are evaluating the new guidelines to see if they will have a significant impact on our consolidated results of operation, financial condition or cash flows. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2016 | |
Inventory [Abstract] | |
Inventory | 5. Inventory Inventory as of September 30, 2016 and December 31, 2015 is as follows: September 30, December 31, 2016 2015 Finished goods $ 26,597 $ 270,230 Raw materials 284,925 181,743 $ 341,522 $ 451,973 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements The Company has identified derivative instruments arising from embedded conversion features in the Company’s Convertible Notes Payable at September 30, 2016. The Company had no financial assets measured at fair value on a recurring basis as of December 31, 2015. The following summarizes the Black-Scholes assumptions used to estimate the fair value of the derivative liability at the date of issuance and for the convertible notes converted during the three months ended September 30, 2016. Annual dividend rate Low High Expected life 0.25 2.00 Risk-free interest rate 0.01 % 0.71 % Expected volatility 163.80 % 251.96 % The following are the changes in the derivative liabilities during the nine months ended September 30, 2016. Nine months Ended September 30, 2016 Level 1 Level 2 Level 3 Derivative liabilities as January 1, 2016 $ - $ - $ - Addition 731,211 Conversion (421,825 ) Gain on changes in fair value ( 198,338 Derivative liabilities as September 30, 2016 $ - $ - $ 111,048 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2016 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, net | 7. Property and Equipment, net September 30, December 31, 2016 2015 Computer and test equipment $ 199,270 $ 206,499 Website development costs 39,870 39,870 Furniture and fixtures 26,948 32,845 Software 10,791 10,791 Leasehold improvements 18,288 18,288 295,167 308,293 Accumulated depreciation and amortization (134,651 ) (75,229 ) $ 160,516 $ 233,064 Depreciation expense was $59,422 and $37,117 for the nine months ended September 30, 2016 and 2015, respectively. For the nine months ended September 30, 2016, the Company recorded an impairment of assets totaling $13,127 for assets that the Company no longer uses. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities consisted of the following as of September 30, 2016 and December 31, 2015. September 30, December 31, 2016 2015 Accrued territorial development fees $ 1,000,000 $ - Accrued advertising and marketing advisory services 180,000 - Deferred compensation to employee 108,000 51,210 Accrued compensation for employees 44,705 Accrued compensation to non-employee 17,288 146,327 Accrued other 124,183 84,224 $ 1,474,176 $ 281,761 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt [Abstract] | |
Debt | 9. Debt Asset Based Loans On September 16, 2016, CDx, Inc. (the Company’s wholly owned subsidiary) entered into a Business Loan Agreement (the “Agreement”) with WebBank providing for the granting of a security interest in properties, assets and rights (the “Collateral”) as defined in the agreement. CDx, Inc. received net proceeds of $150,000. There were no loan origination or administrative fees related to the funding. The agreement has a maturity date that is 432 days after the effective date of the Agreement and requires equal weekly payments of $599 which includes a total finance fee of $34,500 over the life of the Agreement. The Agreement is personally guaranteed by an officer and majority shareholder of the Company. The outstanding balance at September 30, 2016 was $118,707. On May 31, 2016, CDx, Inc. (the Company’s wholly owned subsidiary) entered into a Promissory Note and Security Agreement (the “Note”) with Windset Capital Corporation, whereby CDx, Inc. gives, grants and assigns a continuing security interest in all of CDx, Inc.’s business equipment, accounts receivable, intellectual property, rights, licenses, claims, assets and properties of any kind whatsoever, whether now owned or hereafter acquired, real, personal, tangible, intangible or of any nature or value, wherever located, together with all proceeds including insurance proceeds as defined in the Note. There was an origination fee of $200 related to the financing. CDx, Inc. received net proceeds of $74,800 from the funding. The Note has a maturity date that is 252 business days from the date of the Note and requires payments of $360 each business day, as defined in the Note, which includes a total finance fee of $15,750 over the life of the Note. The Note is personally guaranteed by an officer and majority shareholder of the Company. The outstanding balance at September 30, 2016 was $53,335. On May 31, 2016, CDx, Inc. (the Company’s wholly owned subsidiary) entered into a Future Receivables Sale Agreement (the “Agreement”) with Swift Financial Corporation granting a security interest, as defined in the Agreement, in CDx, Inc.’s present and future accounts, receivables, chattel paper, deposit accounts, personal property, goods, assets and fixtures, general intangibles, instruments, equipment and inventory. There was an origination fee of $1,875 related to the financing. CDx, Inc. received net proceeds of $73,125 from the funding. The Agreement requires 48 equal weekly payments of $1,842 resulting in total repayment of $88,425 which includes a finance fee of $13,425. The total repayment amount can be reduced to $85,425 solely in the event CDx, Inc. pays this amount on or before October 3, 2016. The Agreement is personally guaranteed by an officer and majority shareholder of the Company. The outstanding balance at September 30, 2016 was $51,455. Convertible Notes September 30, December 31, 2016 2015 Convertible Notes - December 22, 2015 $ - $ 190,000 Convertible Note - December 10, 2015 - 90,000 Convertible Note - February 8, 2016 60,000 - Convertible Note -May 6, 2016 47,526 - Convertible Note -May 10, 2016 50,000 - Convertible Note -May 24, 2016 55,000 - Convertible Note -August 9, 2016 35,000 - Convertible Note -September 16, 2016 29,500 - Convertible Note -September 19, 2016 46,500 - Less debt discount and debt issuance costs (13,877 ) (29,152 ) Total $ 309,649 $ 250,848 Less current portion of convertible notes payable $ 309,649 $ 50,574 Long-term convertible notes payable $ - $ 200,274 The Company amortized debt discount and debt issuance costs of $38,077 and $57,025 for the three and nine month periods ended September 30, 2016, respectively. On May 24, 2016, MyDx, Inc. (the “Company”) entered into a Convertible Note (the “Note”) with Vista Capital Investments, LLC (“Vista”) in the Original Principal Amount of $275,000 (including a 10% Original Issue Discount (“OID”)). The Company and Vista agreed to an initial funding under the Note of $55,000, including an OID of $5,000 (“Initial Funding”). Future advances under the Note are at the sole discretion of Vista. The Company is only required to repay the amount funded, including the prorated portion of the OID. The note bears interest at the rate of 10% and must be repaid on or before May 24, 2018. The Note may be prepaid by the Company at any time prior to the date, which is 180 days after issuance of the Note at a premium to the amount outstanding at the time of prepayment (as determined in the Note). The Note may be converted by Vista at any time after the nine (6) month anniversary of the Note into shares of Company common stock at a conversion price equal to 50 % of the market price (as determined in the Note). The Note also contains 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 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. The Note might be accelerated if an event of default occurs under the terms of the Note, including the Company’s failure to pay principal and interest when due, certain bankruptcy events or if the Company is delinquent in its SEC filings. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rate under the Note in the event of such defaults. For the three months and nine months ended September, 2016, the Company amortized a total of $630 and $884, respectively, of the debt issuance cost. As of September 30, 2016, the Note had an outstanding balance of $50,884 and a remaining unamortized debt discount of $4,116. On May 10, 2016, MyDx, Inc. (the “Company”) entered into Securities Purchase Agreement (the “SPA”) and Convertible Promissory Note in the original principal amount of $50,000 (the “Note”) with Crown Bridge Partners, LLC (“Crown”) pursuant to which Crown funded $43,000 to the Company after the deduction of a $5,000 OID and $2,000 for legal fees. The Note bears interest at the rate of 8% and must be repaid on or before May 10, 2017. 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 at a premium to the amount outstanding at the time of prepayment (as determined in the Note). The Note may be converted by Crown at any time after the nine (6) month anniversary of the Note 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 were previously filed as an exhibit on Form 8-K. 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. For the three months and nine months ended September, 2016, the Company amortized a total of $1,237 and $1,922, respectively, of the debt issuance cost. As of September 30, 2016, the Note had an outstanding balance of $46,922 and a remaining unamortized debt discount of $3,078. On August 9, 2016, the Company entered into Securities Purchase Agreement (the “SPA”) and Convertible Promissory Note in the original principal amount of $35,000 (the “Note”) with Crown Bridge Partners, LLC (“Crown”) pursuant to which Crown funded $30,000 to the Company after the deduction of a $3,500 original issue discount and $1,500 for legal fees. The Note bears interest at the rate of 8% and must be repaid on or before August 9, 2017. 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 at a premium to the amount outstanding at the time of prepayment (as determined in the Note). The Note may be converted by Crown at any time after the nine (6) month anniversary of the Note 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. For the three months ended September, 2016, the Company amortized a total of $499 of the debt issuance cost. As of September 30, 2016, the Note had an outstanding balance of $31.999 and a remaining unamortized debt discount of $3.001. On May 6, 2016, 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 February 6, 2017. 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 the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2016. The Company recorded the cost of the due diligence and legal fees of $5,750 as financing fees. 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. During the three months ended September 30, 2016, the Note holder elected to convert a portion of the Note into 2,563,815 shares of the Company’s common stock. As of September 30, 2016, the Note had an outstanding balance of $47,526. 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 nine 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 the Company’s Current Report on Form 8-K filed with the SEC on December 24, 2015. 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 three and nine months ended September 30, 2016, the Company amortized a total of $7,510 and $10,000, respectively, of the debt issuance cost. During the three months ended September 30, 2016, the Note holder converted the Note and accrued unpaid interest into 7,142,526 share of the Company’s common stock. On June 22, 2016, MyDx, Inc. (the “Company”) and Adar Bays, LLC (“Adar Bays”) agreed to amend the Company’s 8% Convertible Promissory Note in the principal amount of $110,000 (the “Adar Bays Amendment”), issued pursuant to that certain Securities Purchase Agreement, dated December 21, 2015, entered into by and between the Company and Adar Bays, as previously disclosed in a report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 24, 2015. Pursuant to the Adar Bays Amendment, the Company agreed to redeem the note by paying 140% of the principal amount plus accrued but unpaid interests to Adar Bays, for a total redemption amount of $158,424.44, pursuant to the payment schedule set forth in the Adar Bays Amendment. In addition, the Company paid 5% of the original principal amount to Adar Bays as consideration for entering into the amendment. Adar Bays agrees not to convert the note unless the Company defaults on the payment of the redemption amount and such default is not cured within fifteen (15) business days. If the Company defaults on the redemption payment and such default is not cured as mentioned above, then the amendment shall be deemed null and void and of no further force or effect. In such event, the allocated payment made by the Company shall be applied pursuant to the payment schedule set forth in the Adar Bays Amendment. On July 29, 2016, the Company and Adar Bays agreed to terminate the standstill portion of the Adar Bays Amendment pertaining to the standstill conversion rights and Adar Bays shall be free to convert the Note without any limitations, except as required by law. All other terms and conditions of the Note and the Adar Bays Amendment shall remain in full force and effect. On August 16, 2016, the Company executed a second note with Adar Bays in the amount of $27,500 as part of the original Securities Purchase Agreement completed on December 22, 2015. The Note contains a 10% original issue discount and a documentation fee of $1,000 such that the purchase price of the Note $23,750. The note matures on August 9, 2017. The Note bears 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 issuance date of the original note dated December 22, 2015 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 Note may not be prepaid by the Company. 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 the Company’s Report on Form 8-K filed with the SEC on December 24, 2015. 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 Notes was an accredited investor. The Company recorded the original issue discount of $2,750 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 three months ended September 30, 2016, the Company amortized a total of $2,750, of the debt issuance cost. During the three months ended September 30, 2016, the Note holder elected to convert the Note and accrued and unpaid interest into 3,107,345 shares of the Company’s common stock. On September 19, 2016, the Company executed a third note with Adar Bays in the amount of $80,000 as part of the original Securities Purchase Agreement completed on December 22, 2015. The Note contains $5,000 of original issue discount and a documentation fee of $3,750 such that the purchase price of the Note $71,250. The Note matures on September 19, 2017. The Note bears 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 issuance date of the original note dated December 22, 2015 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 not be prepaid by the Company. 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 the Company’s Report on Form 8-K filed with the SEC on December 24, 2015. 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 Notes was an accredited investor. The Company recorded the original issue discount of $2,750 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 three months ended September, 2016, the Company amortized a total of $3,250, of the debt issuance cost. During the three months ended September 30, 2016, the Note holder elected to convert a portion of the Note into 6,449,615 shares of the Company’s common stock. As of September 30, 2016, the Note had an outstanding balance of $29,500. The Company amortized the entire balance of the debt issuance cost since the Note was converted in the three months ended September 30, 2016. 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 nine 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 the Company’s Current Report on Form 8-K filed with the SEC on December 24, 2015. 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 three and nine months ended September 30, 2016, the Company amortized a total of $7,373 and $9,863, respectively of the debt issuance cost. As of September 30, 2016 and December 31, 2015, the Note had outstanding balances of $0 and $101,137, respectively, and remaining unamortized debt discount of $0 and $9,863, respectively. During the three months ended September 30, 2016, the Note holder elected to convert the Note and accrued interest into the note holder elected to convert the Note balance of $104,500 and accrued inter thereon into 7,107,376 share of the Company’s common stock. On June 22, 2016, the Company and Union Capital, LLC (“Union Capital”) agreed to amend the Company’s 8% Convertible Promissory Note in the principal amount of $110,000 (the “Union Capital Amendment”), issued pursuant to that certain Securities Purchase Agreement, dated December 21, 2015, entered into by and between the Company and Union Capital, as previously disclosed in a report on Form 8-K filed with the SEC on December 24, 2015. On July 29, 2016, the Company and Union Capital agreed to terminate the standstill portion of the Union Capital Amendment pertaining to the standstill conversion rights and Union capital shall be free to convert the Note without any limitations, except as required by law. All other terms and conditions of the Note and the Union Capital Amendment shall remain in full force and effect. Pursuant to the Union Capital Amendment, the Company agreed to redeem the note by paying 140% of the principal amount plus accrued but unpaid interests to Union Capital, for a total redemption amount of $158,363.84, pursuant to the payment schedule set forth in the Union Capital Amendment. In addition, the Company paid 5% of the original principal amount to Union Capital as consideration for entering into the amendment. Union Capital agreed not to convert the note unless the Company defaults on the payment of the redemption amount and such default is not cured within fifteen (15) business days. If the Company defaults on the redemption payment and such default is not cured as mentioned |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2016 | |
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 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement Sub Merger 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 (the “Common Stock”). 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, 6,191,000 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. Therefore, following the Merger, CDx’s former stockholders now hold 19,855,295 shares of Company common stock which is approximately 91% of the Company common stock outstanding. Pursuant to the Merger Agreement, each party has made certain customary representations and warranties to the other parties thereto. The Merger was conditioned upon approval by CDx’s stockholders and certain other customary closing conditions. 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. Upon consummation of the Merger, the Company expanded its board of directors (the “Board”) from one to seven directors, each of whom will be directors designated by CDx. The Merger is being treated as a reverse acquisition of the Company, a public shell company, for financial accounting and reporting purposes. As such, CDx is 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. Further, as a result, the historical financial statements that will be reflected in the Company’s future financial statements filed with the United States Securities and Exchange Commission (“SEC”) will be those of CDx, and the Company’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of CDx. In April, and May 2014, the Company issued 4,525,000 shares of its common stock at $0.06 per share for total proceeds of $27,150. Each share of common stock has the right to one vote. The holders of common stock are entitled to dividends when funds are legally available and when declared by the board of directors. As a result of the Merger, the Company issued a total of 19,855,295 share of common stock to the shareholders of CDx. During the nine months ended September 30, 2016, the Company issued 16,654,214 shares of common stock in exchange for services at a fair value of $378,345. During the nine months ended September 30, 2015, the Company issued 1,863,241 shares of common stock in exchange for services at a fair value of $1,192,893. On September 30 the Company amended it articles of incorporation to increase the number of authorized commons shares to 10,000,000,000 as included on Form 8-K filed with the SEC on October 4, 2016. Common Stock Warrants During the nine months ended September 30, 2016, the Company did not issue any warrants to purchase shares of common stock. During the nine months ended September 30, 2015, the Company converted warrants to purchase 4,974,567 shares of Series B preferred stock into warrants to common stock. 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 September 30, 2016. Preferred Stock On September 30, 2016, the Company filed a Certificate of Amendment to Articles of Incorporation with the Secretary of State of the State of Nevada to authorize for issuance ten million (10,000,000) shares of blank check preferred stock, par value $0.001 (“Blank Check Preferred Stock”) as included on Form 8-K filed with the SEC on October 4, 2016. 2015 Equity Incentive Plan In connection with the Merger on April 30, 2015, the Company adopted the MyDx, Inc. 2015 Equity Incentive Plan (the “2015 Plan”), and to date, has reserved 6,200,000 shares of common stock for issuance under the 2015 Plan. Under the 2015 Plan, employees, directors or consultants may be granted nonstatutory stock options, stock appreciation rights, restricted stock and restricted stock units to purchase shares of MyDx’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 September 30, 2016, options to purchase 1,573,755 shares were available under the 2015 Plan for issuance. A summary of the Company’s stock option plan for the three months ended September 30, 2016 was as follows: Shares Weighted-Average Exercise Outstanding as of January 1, 2016 4,626,245 $ 0.39 Granted 125,000 $ 0.57 Exercised - $ - Forfeited or cancelled 628,059 $ 0.55 Outstanding as of September 30, 2016 4,123,186 $ 0.38 Options vested and exercisable as of September 30, 2016 3,543,255 $ 0.26 Options vested and expected to vest 4,123,186 $ 0.38 Information regarding options outstanding and vested and exercisable as of September 30, 2016 is as follows: Options Outstanding Options Exercisable Exercise Number Average Remaining Weighted-Average Number Weighted-Average $ 0.08 1,772,251 7.6 $ 0.08 1,767,528 $ 0.08 $ 0.55 2,000,935 8.3 $ 0.55 1,618,436 $ 0.55 $ 2.36 25,000 8.5 $ 2.36 15,625 $ 2.36 $ 0.71 250,000 9.0 $ 0.71 104,167 $ 0.71 $ 0.57 75,000 8.1 $ 0.57 37,500 $ 0.57 4,123,186 7.9 $ 0.40 3,543,255 $ 0.33 Total stock-based compensation expense, both employee and non-employee, recognized by the Company for the nine months ended September 30, 2016 and 2015 was $377,669 and $376,242, respectively. Stock-based compensation expense related to stock options granted to non-employees was $37,607 and $164,165, respectively, for the three and nine months ended September 30, 2016 and $82,272 and $116,332 for the three and nine months ended September 30, 2015. No tax benefits were recognized in the nine months ended September 30, 2015 and 2016. Total unrecognized compensation expense from employee stock options as of September 30, 2016 was $455,318 and will be recognized over a weighted average recognition period of 1.6 years. For the nine months ended September 30, 2016, the Company granted options to non-employees to purchase 125,000 shares of common stock at an exercise price of $0.57 per share as compared to 415,000 shares of common stock at an exercise price of $0.55 per share for the nine months ended September 30, 2015. 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 2015 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. he risk-free interest rate is determined by using a U.S. Treasury rate for them any uses a simplified method for “plain vanilla” share options in determining the expected term of an employee share option as its equity shares are not publicly traded. The following assumptions were used in the estimated grant date fair value calculations for options granted to employees and consultants during the three and nine months ended September 30, 2016 and 2015: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Volatility 50.0 % 50.0 % 50.0 % 50.0 % Average risk-free rate 1.70% - 2.50 % 1.75% - 1.91 % 1.04% - 2.50 % 1.46% - 1.91 % Expected term, in years 5.10 - 10.00 5.00 - 5.77 5.10 - 10.00 5.00 - 5.77 The weighted-average grant date fair value for stock options granted during the three and nine months ended September 30, 2016 and 2015 was zero and $0.57 per share, and $1.20 and $0.38 per share for the three months ended September 30, 2016 and 2015, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies On April 1, 2015, the Company signed a 31 month lease for approximately 6,200 square feet of office and laboratory space at 6335 Ferris Square, Suite B, San Diego, California. The facility includes approximately 1,500 square feet of laboratory space. Commencement date of the lease is May 1, 2015. Total net rent under this lease is $247,000 and expires on November 30, 2017. 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 September 30, 2016 are due as follows: 2016 $ 24,036 2017 81,613 Total minimum lease payments $ 105,649 Rent expense for the three and nine months ended September 30, 2016 was $16,554 and $69,321, respectively, and was $42,196 and $67,725, respectively, for the three and nine months ended September 30, 2015. On April 21, 2016, the Company subleased a portion of the facility to an unrelated third party on a month-to-month basis commencing May 1, 2016. Monthly gross rent from the subtenant is $5,000 per month. Subtenant must provide the Company with ninety days prior written notice of its intent to terminate the sublease. 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 three and nine months ended September 30, 2016 and 2015, the Company did not incur any development costs related to the Distribution and License Agreement. 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 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. License and Distribution Agreement On September 1, 2016, MyDx, Inc. (the “Company” or “Licensor”) entered into a Distribution and License Agreement (the “License Agreement”) with Powerfull Holdings, Ltd, a company operating under the charter of the People’s Republic of China (“Assignor”) and China Science and Technology, a Powerfull Holdings affiliated Company (“Licensee”), (together the “Parties”). The Parties intend there to be two phases of the License Agreement: Phase One and Phase Two. During Phase One, the Licensor shall provide test samples and validation data for market validation. Subject to Phase One producing satisfactory results, and proof of concept, the Parties will commence Phase Two. For Phase One, the Licensee will pay the Licensor a minimum of Forty-Five Thousand Dollars ($45,000.00) as a Licensing and Technology Transfer Fee (the “Transfer Fee”) per application (AquaDx™, OrganaDx™, AeroDx™). These fees shall be credited towards Phase Two’s mandatory minimum payments. The Licensee shall pay the Transfer Fee within 10 business days of being provided with an invoice by the Licensor. The parties agreed that no disclosure of this Agreement shall be made by either party until the completion of Phase One. Upon the completion of Phase One, Phase Two shall immediately, without further action by the Parties, commence and shall continue for an initial term of five (5) years (the “Term”). At the conclusion of the Term, the License Agreement shall automatically renew for an additional three (3) year term (the “Additional Term”), unless and until either Party gives the other Party notice of its intent not to renew for the Additional Term(s). Notice not to renew the License Agreement must be given at least four (4) months before the end of the Term or Additional Term(s), as the case may be. At the commencement of Phase Two, the Licensee will, immediately and without further action by the Parties, be appointed as an authorized dealer of the Licensor’s products, with the exclusive right to package and distribute said products to any consumer testing application in the territory requiring the detection of compounds of interest that may be found in food (OrganaDx), water (AquaDx) or air (AeroDx), without limitation to type, size or location. The current territory consists of the People’s Republic of China, and includes but is not limited to manufacturers, distributors, consumers, and regulators in that territory. The Licensee will also receive a non-exclusive right to package and distribute the Licensor’s products to any market in which any application may require the detection of compounds of interest by consumers, without limitation to type, size or location. The Licensee will pay the Licensor either a mandatory minimum payment of One Hundred Twenty-Five Thousand Dollars ($125,000) per quarter or Twenty Percent (20%) of quarterly gross sales, whichever is higher, for all products sold by the Licensee, its sub-licensees, subcontractors or distributors. The Licensor shall issue to the Licensee a total of Ten Million (10,000,000) shares of the Licensor’s common stock. Licensor shall issue to the Licensee the number of additional securities necessary to maintain a fully-diluted ownership percentage in the Company as of the date hereof. Anti-dilution provision would not apply to an equity financing at a price of $0.50 or higher undertaken by the Company. The Licensor shall also issue to the Licensee incentive-based warrants should the Licensee exceed the mandatory minimum royalty payments. Pursuant to the License Agreement, the license shall be non-exclusive until the Licensee meets first year of royalty payments of either a mandatory minimum payment of One Hundred Twenty-Five Thousand Dollars ($125,000) per quarter or Twenty Percent (20%) of quarterly gross sales, whichever is higher. It is understood that during the period of non-exclusivity, the Licensee may sub-license its right to manufacture and distribute the Licensor’s products, subject to stringent oversight and responsibility by the Licensee, and that the Licensor may also sell, authorize or permit any other party to sell, any of the Licensor’s products to an end-customer for use in the Licensee application market. Marketing and Advertising Advisory Services Agreement On April 5, 2016, the Company entered into a Marketing and Advertising Advisory Services Agreement (the “Agreement”) with Growth Point Advisors, Ltd. (“Growth Point”) for Growth Point to provide a comprehensive marketing, advertising and branding campaign for the Greater China Region on behalf of the Company’s MyDx AquaDx sensor. The campaign shall include, but not be limited to, the development of both the front and back-end of an e-commerce web site targeting the Chinese audience as well as introductions to potential key personnel to launch and manage the campaign. In consideration for the services described above, the Company shall pay Growth Point a monthly service fee of $30,000. Should the Company fail to pay the monthly service fee, Growth Point shall have the right to convert the monthly service fee into the Company’s common stock at a 50% discount of the lowest closing price of the Company’s common stock for the 15 trading days upon send notice of non-payment to the Company. Resale Licensing Agreement On October 4, 2016, the Company executed a Resale Licensing Agreement with ANP Technologies, Inc. (“ANP”) (the “Agreement”) that outlines the terms and conditions for a One-Time, Non-Exclusive Resale License to MyDx, Inc. for the sale of ANP’s ACE-III-C pesticide and toxic heavy metal Lateral Flow Assay detection test under MyDx, Inc.’s brand. The Agreement provides for the purchase and resale of 10,000 units as part of a Phase I validation of the product’s merchantability. 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events Since September 30, 2016, the Company has issued 112,087,172 shares of the Company’s common stock for conversion of Convertible Notes Payable and settlement of other payable obligations. On October 5, 2016, the Company, Lynx Consulting and Phoenix Fund Management, LLC (“Phoenix Fund”) entered into an Assignment and Modification Agreement. Phoenix Fund purchased the debt claim held by Lynx Consulting from MyDx. In settlement of the Claim, the Company shall issue and deliver to Phoenix Fund shares of its common stock as requested by Phoenix Fund, periodically, at a fifty percent (50%) discount from the average closing price of the Company’s common stock for the 22 trading days prior to the date of issuance. Upon execution of the assignment, Lynx released MyDx, Inc. from all liabilities under the original note. On October 19, 2016, the Company, Talent Cloud Limited, Meyers Associates, L.P. and Rockwell Capital Partners. Inc. (“Rockwell”) entered into an Assignment and Modification Agreement. Rockwell purchased the debt claim held by Talent Cloud Limited and Meyers Associates, L.P. from MyDx. In settlement of the Claim, the Company shall issue and deliver to Rockwell shares of its common stock as requested by Rockwell, periodically, at a forty-five percent (45%) discount from the lowest price of the Company’s common stock for the seven trading days prior to the date of issuance. Upon execution of the assignment, Talent Cloud Limited and Meyers Associates, L.P. released MyDx, Inc. from all liabilities under the original claims. On November 14, 2016, the Company entered into Securities Purchase Agreement (the “SPA”) and Convertible Promissory Note in the original principal amount of $35,000 (the “Note”) with Crown Bridge Partners, LLC (“Crown”) pursuant to which Crown funded $31,500 to the Company after the deduction of a $3,500 original issue discount and $1,500 for legal fees. The Note bears interest at the rate of 8% and must be repaid on or before August 9, 2017. 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 at a premium to the amount outstanding at the time of prepayment (as determined in the Note). The Note may be converted by Crown at any time after the nine (6) month anniversary of the Note 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. Management has considered subsequent events through November 16, 2016, the date these financial statements were issued, and, other than the items mentioned above, no other events have occurred subsequent to September 30, 2016 which would have a material effect on the financial statements of the Company. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of the Company and its wholly owned subsidiary. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on April 27, 2016 and Form 10-Q filed with the SEC on August 15, 2016. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s statement of financial position as of September 30, 2016 and the Company’s results of operations for the three and nine months ended September 30, 2016 and 2015 and its cash flows for the nine months ended September 30, 2016 and 2015. The results for the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016. All references to September 30, 2016 or to the three and nine months ended September 30, 2016 and 2015 in the notes to condensed consolidated financial statements are unaudited. |
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 September 30, 2016 and December 31, 2015, 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 collectability 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 September 30, 2016, 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. |
Convertible Debt | Convertible Debt The Company records a discount to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized to noncash interest expense using the effective interest rate method over the term of the related debt through their date of maturity. If a security or instrument becomes convertible only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized when the triggering event occurs and the contingency has been resolved. |
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, totaled $51,774 and $10,933 for the nine months ended September 30, 2016 and 2015, respectively. The advertising costs were $51,774 and $10,186 in sales and marketing and $0 and $747 in general and administrative expenses, respectively, for the years ended September 30, 2016 and 2015. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed using the weighted-average number of common shares outstanding. The number of shares used in the computation of diluted net loss per share is the same as those used for the computation of basic net loss per share as the inclusion of dilutive securities would be anti-dilutive because the Company is in a loss position for the periods presented. Potentially dilutive securities are composed of the incremental common shares issuable upon the exercise of stock options and the conversion of convertible preferred stock. For the three and nine months ended September 30, 2016, options to purchase 4,123,186 shares of common stock and warrants to purchase 7,571,395 shares of common stock have been excluded from the calculation of net loss per share because the inclusion would be anti-dilutive. For the three and nine months ended September 30, 2015, options to purchase 4,438,867 shares of common stock and warrants to purchase 7,571,395 shares of common stock have been excluded from the calculation of net loss per share because the inclusion would be anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, (“ASU 2016-09”), Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update simplify several aspects of the accounting for share-based payment award transactions including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. For public entities, ASU 2016-09 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We do not expect the adoption of this standard will have a material effect on our consolidated financial statements. In February 2016, FASB issued ASU No. 2016-02, (“ASU 2016-02”), Leases (Topic 842). The amendments in this update require lessees to recognize a lease liability measured on a discounted basis and a right-of-use asset for all leases at the commencement date. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, and is to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are evaluating the new guidelines to see if they will have a significant impact on our consolidated results of operation, financial condition or cash flows. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory [Abstract] | |
Schedule of inventory | September 30, December 31, 2016 2015 Finished goods $ 26,597 $ 270,230 Raw materials 284,925 181,743 $ 341,522 $ 451,973 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements [Abstract] | |
Schedule of fair value of financial instruments measured on recurring basis | Annual dividend rate Low High Expected life 0.25 2.00 Risk-free interest rate 0.01 % 0.71 % Expected volatility 163.80 % 251.96 % |
Schedule of changes in the derivative liabilities | Nine months Ended September 30, 2016 Level 1 Level 2 Level 3 Derivative liabilities as January 1, 2016 $ - $ - $ - Addition 731,211 Conversion (421,825 ) Gain on changes in fair value ( 198,338 Derivative liabilities as September 30, 2016 $ - $ - $ 111,048 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property and Equipment, Net [Abstract] | |
Summary of property and equipment, net | September 30, December 31, 2016 2015 Computer and test equipment $ 199,270 $ 206,499 Website development costs 39,870 39,870 Furniture and fixtures 26,948 32,845 Software 10,791 10,791 Leasehold improvements 18,288 18,288 295,167 308,293 Accumulated depreciation and amortization (134,651 ) (75,229 ) $ 160,516 $ 233,064 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | September 30, December 31, 2016 2015 Accrued territorial development fees $ 1,000,000 $ - Accrued advertising and marketing advisory services 180,000 - Deferred compensation to employee 108,000 51,210 Accrued compensation for employees 44,705 Accrued compensation to non-employee 17,288 146,327 Accrued other 124,183 84,224 $ 1,474,176 $ 281,761 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt [Abstract] | |
Schedule of convertible notes | September 30, December 31, 2016 2015 Convertible Notes - December 22, 2015 $ - $ 190,000 Convertible Note - December 10, 2015 - 90,000 Convertible Note - February 8, 2016 60,000 - Convertible Note -May 6, 2016 47,526 - Convertible Note -May 10, 2016 50,000 - Convertible Note -May 24, 2016 55,000 - Convertible Note -August 9, 2016 35,000 - Convertible Note -September 16, 2016 29,500 - Convertible Note -September 19, 2016 46,500 - Less debt discount and debt issuance costs (13,877 ) (29,152 ) Total $ 309,649 $ 250,848 Less current portion of convertible notes payable $ 309,649 $ 50,574 Long-term convertible notes payable $ - $ 200,274 |
Schedule on loan agreement | Outstanding Balances as of September 30, December 31, September 29, 2015 $ - $ 25,000.00 October 28, 2015 - 25,000.00 November 4, 2015 - 25,000.00 November 13, 2015 15,000.00 25,000.00 November 20, 2015 25,000.00 25,000.00 December 1, 2015 25,000.00 25,000.00 December 2, 2015 25,000.00 25,000.00 April 6, 2016 10,000.00 - April 27, 2016 25,000.00 - July 20, 2016 25,000.00 - August 8, 2016 25,000.00 - September 19, 2016 25,000.00 - $ 200,000.00 $ 175,000.00 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Deficit [Abstract] | |
Schedule of stock option plan | Shares Weighted-Average Exercise Outstanding as of January 1, 2016 4,626,245 $ 0.39 Granted 125,000 $ 0.57 Exercised - $ - Forfeited or cancelled 628,059 $ 0.55 Outstanding as of September 30, 2016 4,123,186 $ 0.38 Options vested and exercisable as of September 30, 2016 3,543,255 $ 0.26 Options vested and expected to vest 4,123,186 $ 0.38 |
Schedule of options outstanding and vested and exercisable | Options Outstanding Options Exercisable Exercise Number Average Remaining Weighted-Average Number Weighted-Average $ 0.08 1,772,251 7.6 $ 0.08 1,767,528 $ 0.08 $ 0.55 2,000,935 8.3 $ 0.55 1,618,436 $ 0.55 $ 2.36 25,000 8.5 $ 2.36 15,625 $ 2.36 $ 0.71 250,000 9.0 $ 0.71 104,167 $ 0.71 $ 0.57 75,000 8.1 $ 0.57 37,500 $ 0.57 4,123,186 7.9 $ 0.40 3,543,255 $ 0.33 |
Summary of assumptions to estimated grant date fair value calculations for options granted | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Volatility 50.0 % 50.0 % 50.0 % 50.0 % Average risk-free rate 1.70% - 2.50 % 1.75% - 1.91 % 1.04% - 2.50 % 1.46% - 1.91 % Expected term, in years 5.10 - 10.00 5.00 - 5.77 5.10 - 10.00 5.00 - 5.77 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Schedule of minimum lease payments under non-cancellable operating leases | 2016 $ 24,036 2017 81,613 Total minimum lease payments $ 105,649 |
Organization (Details)
Organization (Details) - $ / shares | 1 Months Ended | 2 Months Ended | 9 Months Ended | ||
Apr. 30, 2015 | May 31, 2014 | Sep. 30, 2016 | Dec. 31, 2015 | Feb. 23, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common Stock [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Stock issued during period, Shares | 4,525,000 | ||||
CDx's [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
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 | 6,191,000 | ||||
Warrants outstanding shares of common stock | 7,571,395 | 7,571,395 | |||
Retained shares of common stock | 1,990,637 | 1,990,637 | |||
CDx's [Member] | Common Stock [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Stock issued during period, Shares | 19,855,295 | 19,855,295 | |||
Percentage of common stock outstanding | 91.00% |
Going Concern (Details)
Going Concern (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Going Concern (Textual) | ||||
Cash balance | $ 183,752 | $ 143,680 | $ 124,075 | $ 745,446 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2016 | |
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 Accoun30
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Summary of Significant Accounting Policies (Textual) | ||||
Warrant policy period | 1 year | |||
Advertising expenses total | $ 51,774 | $ 10,933 | ||
Sales and Marketing [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Advertising expenses total | 51,774 | 10,186 | ||
General and Administrative [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Advertising expenses total | $ 0 | $ 747 | ||
Stock Options [Member] | Common Stock [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Computation of potentially dilutive securities | 4,123,186 | 4,438,867 | ||
Warrant [Member] | Common Stock [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Computation of potentially dilutive securities | 7,571,395 | 7,571,395 |
Inventory (Details)
Inventory (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory [Abstract] | ||
Finished goods | $ 26,597 | $ 270,230 |
Raw materials | 284,925 | 181,743 |
Inventory net | $ 341,522 | $ 451,973 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair value measurements recurring [Member] | 9 Months Ended |
Sep. 30, 2016 | |
Maximum [Member] | |
Annual dividend rate [Abstract] | |
Expected life | 2 years |
Risk-free interest rate | 0.71% |
Expected volatility | 251.96% |
Minimum [Member] | |
Annual dividend rate [Abstract] | |
Expected life | 3 months |
Risk-free interest rate | 0.01% |
Expected volatility | 163.80% |
Fair Value Measurements (Deta33
Fair Value Measurements (Details 1) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Level 1 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Derivative liabilities as January 1, 2016 | |
Derivative liabilities as September 30, 2016 | |
Level 2 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Derivative liabilities as January 1, 2016 | |
Derivative liabilities as September 30, 2016 | |
Level 3 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Derivative liabilities as January 1, 2016 | |
Addition | 731,211 |
Conversion | (421,825) |
Gain on changes in fair value | (198,338) |
Derivative liabilities as September 30, 2016 | $ 111,048 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 295,167 | $ 308,293 |
Accumulated depreciation and amortization | (134,651) | (75,229) |
Property, plant and equipment, net | 160,516 | 233,064 |
Computer and test equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 199,270 | 206,499 |
Website development costs [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 | 26,948 | 32,845 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 10,791 | 10,791 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 18,288 | $ 18,288 |
Property and Equipment, Net (35
Property and Equipment, Net (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Property and Equipment, net (Textual) | ||
Depreciation expense | $ 59,422 | $ 37,117 |
Impairment of assets | $ 13,126 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Abstract] | ||
Accrued territorial development fees | $ 1,000,000 | |
Accrued advertising and marketing advisory services | 180,000 | |
Deferred compensation to employee | 108,000 | 51,210 |
Accrued compensation for employees | 44,705 | |
Accrued compensation to non-employee | 17,288 | 146,327 |
Accrued other | 124,183 | 84,224 |
Accrued liabilities | $ 1,472,617 | $ 281,761 |
Debt (Details)
Debt (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Less debt discount and debt issuance costs | $ (13,877) | $ (29,152) |
Total | 309,649 | 250,848 |
Less current portion of convertible notes payable | 309,649 | 50,574 |
Long-term convertible notes payable | 200,274 | |
Convertible Notes - December 22, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Long-term convertible notes payable | 190,000 | |
Convertible Note - December 10, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Long-term convertible notes payable | 90,000 | |
Convertible Note - February 8, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Long-term convertible notes payable | 60,000 | |
Convertible Note -May 6, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Long-term convertible notes payable | 47,526 | |
Convertible Note -May 10, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Long-term convertible notes payable | 50,000 | |
Convertible Note -May 24, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Long-term convertible notes payable | 55,000 | |
Convertible Note -August 9, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Long-term convertible notes payable | 35,000 | |
Convertible Note -September 16, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Long-term convertible notes payable | 29,500 | |
Convertible Note -September 19, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Long-term convertible notes payable | $ 46,500 |
Debt (Details 1)
Debt (Details 1) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
YCIG advance loan | $ 200,000 | $ 175,000 |
September 29, 2015 [Member] | ||
Related Party Transaction [Line Items] | ||
YCIG advance loan | 25,000 | |
October 28, 2015 [Member] | ||
Related Party Transaction [Line Items] | ||
YCIG advance loan | 25,000 | |
November 4, 2015 [Member] | ||
Related Party Transaction [Line Items] | ||
YCIG advance loan | 25,000 | |
November 13, 2015 [Member] | ||
Related Party Transaction [Line Items] | ||
YCIG advance loan | 15,000 | 25,000 |
November 20, 2015 [Member] | ||
Related Party Transaction [Line Items] | ||
YCIG advance loan | 25,000 | 25,000 |
December 1, 2015 [Member] | ||
Related Party Transaction [Line Items] | ||
YCIG advance loan | 25,000 | 25,000 |
December 2, 2015 [Member] | ||
Related Party Transaction [Line Items] | ||
YCIG advance loan | 25,000 | 25,000 |
April 6, 2016 [Member] | ||
Related Party Transaction [Line Items] | ||
YCIG advance loan | 10,000 | |
April 27, 2016 [Member] | ||
Related Party Transaction [Line Items] | ||
YCIG advance loan | 25,000 | |
July 20, 2016 [Member] | ||
Related Party Transaction [Line Items] | ||
YCIG advance loan | 25,000 | |
August 8, 2016 [Member] | ||
Related Party Transaction [Line Items] | ||
YCIG advance loan | 25,000 | |
September 19, 2016 [Member] | ||
Related Party Transaction [Line Items] | ||
YCIG advance loan | $ 25,000 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | Oct. 19, 2016 | Oct. 05, 2016 | Sep. 13, 2016 | Aug. 16, 2016 | Aug. 09, 2016 | May 10, 2016 | May 06, 2016 | Mar. 15, 2016 | Feb. 08, 2016 | Dec. 10, 2015 | Sep. 20, 2016 | Sep. 19, 2016 | Sep. 16, 2016 | Jul. 29, 2016 | Jun. 22, 2016 | May 31, 2016 | May 24, 2016 | Dec. 22, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Debt (Textual) | |||||||||||||||||||||||
Convertible promissory notes | $ 309,649 | $ 309,649 | $ 250,848 | ||||||||||||||||||||
Common stock, conversion features | The Company's common stock as requested by Rockwell Capital, periodically, at a 45% discount from the average lowest closing price for the 15 day trading period preceding the share request. | ||||||||||||||||||||||
Original issue discount amount | $ 5,000 | ||||||||||||||||||||||
Interest expense related to amortization of debt | $ 549,000 | $ 418,950 | |||||||||||||||||||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | ||||||||||||||||||||
Cash paid | $ 250,000 | ||||||||||||||||||||||
Loss on settlement of debt | $ 335,952 | $ (409,982) | |||||||||||||||||||||
Convertible shares of common stock | 7,670,457 | 7,670,457 | |||||||||||||||||||||
Total cost of services | $ 10,000 | $ 143,900 | |||||||||||||||||||||
Consulting fee | $ 1,000,000 | ||||||||||||||||||||||
Common stock, shares issued | 114,620,112 | 114,620,112 | 22,081,928 | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Debt instrument, description | At a forty-five percent (45%) discount from the lowest price of the Company's common stock for the seven trading days prior to the date of issuance. | A fifty percent (50%) discount from the average closing price of the Company's common stock for the 22 trading days prior to the date of issuance. | |||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Unamortized debt issuance costs | $ 3,078 | $ 3,078 | |||||||||||||||||||||
Interest rate percentage | 8.00% | 8.00% | 10.00% | ||||||||||||||||||||
Common stock, conversion features | 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 at a premium to the amount outstanding at the time of prepayment (as determined in the Note). The Note may be converted by Crown at any time after the nine (6) month anniversary of the Note into shares of Company common stock at a conversion price equal to 50% of the market price. | 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 at a premium to the amount outstanding at the time of prepayment (as determined in the Note). The Note may be converted by Crown at any time after the nine (6) month anniversary of the Note into shares of Company common stock at a conversion price equal to 50% of the market price. | 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 | ||||||||||||||||||||
Original issue discount amount | $ 3,500 | $ 5,000 | |||||||||||||||||||||
Amortized total debt issuance cost | 1,237 | 1,922 | |||||||||||||||||||||
Outstanding balance convertable debt | 46,922 | 46,922 | |||||||||||||||||||||
Funded amount | 30,000 | 43,000 | $ 50,000 | ||||||||||||||||||||
Deduction of diligence and legal fees | 1,500 | 2,000 | 5,750 | ||||||||||||||||||||
Convertible note principal amount | $ 35,000 | $ 50,000 | 55,750 | ||||||||||||||||||||
Securities Purchase Agreement One [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Unamortized debt issuance costs | 3,001 | 3,001 | |||||||||||||||||||||
Amortized total debt issuance cost | 499 | ||||||||||||||||||||||
Outstanding balance convertable debt | 31,999 | 31,999 | |||||||||||||||||||||
Securities Purchase Agreement Two [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Outstanding balance convertable debt | $ 47,526 | 47,526 | |||||||||||||||||||||
Convertible shares of common stock | 2,563,815 | ||||||||||||||||||||||
Asset Based Loans [Member] | Business Loan Agreement [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Outstanding balance convertable debt | $ 118,707 | 118,707 | |||||||||||||||||||||
Net proceeds received | $ 150,000 | ||||||||||||||||||||||
Maturity date term | 432 days | ||||||||||||||||||||||
Total finance fee | $ 34,500 | ||||||||||||||||||||||
Debt instrument periodic payment | $ 599 | ||||||||||||||||||||||
Asset Based Loans [Member] | Promissory Note And Security Agreement [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Outstanding balance convertable debt | 53,335 | 53,335 | |||||||||||||||||||||
Net proceeds received | $ 74,800 | ||||||||||||||||||||||
Maturity date term | 252 days | ||||||||||||||||||||||
Total finance fee | $ 15,750 | ||||||||||||||||||||||
Debt instrument periodic payment | 360 | ||||||||||||||||||||||
Origination fee | 200 | ||||||||||||||||||||||
Asset Based Loans [Member] | Future Receivables Sale Agreement [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Outstanding balance convertable debt | 51,455 | 51,455 | |||||||||||||||||||||
Net proceeds received | $ 73,125 | ||||||||||||||||||||||
Maturity date term | 336 days | ||||||||||||||||||||||
Total finance fee | $ 13,425 | ||||||||||||||||||||||
Debt instrument periodic payment | 1,842 | ||||||||||||||||||||||
Origination fee | 1,875 | ||||||||||||||||||||||
Total repayment of loan | 88,425 | ||||||||||||||||||||||
Total repayment of loan reduced | $ 85,425 | ||||||||||||||||||||||
Adar Bays [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Convertible promissory notes | $ 27,500 | $ 80,000 | $ 110,000 | $ 220,000 | 110,000 | 110,000 | |||||||||||||||||
Original issue discount rate | 10.00% | 10.00% | |||||||||||||||||||||
Maturity date | Aug. 9, 2017 | Sep. 19, 2017 | |||||||||||||||||||||
Interest rate percentage | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||
Common stock, conversion features | The Note bears 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. | The Note matures on September 19, 2017. The Note bears 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 issuance the original note dated December 22, 2015 into shares of Company common stock at a conversion price equal to 60% of the market price. | 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 nine months of the date of issuance into shares of Company common stock at a conversion price equal to 60% of the market price. | ||||||||||||||||||||
Original issue discount amount | $ 2,750 | $ 2,750 | $ 10,000 | ||||||||||||||||||||
Amortized total debt issuance cost | 7,510 | 10,000 | |||||||||||||||||||||
Outstanding balance convertable debt | $ 29,500 | $ 29,500 | |||||||||||||||||||||
Maturity date term | 180 days | ||||||||||||||||||||||
Origination fee | 1,000 | 3,750 | |||||||||||||||||||||
Percentage of convertible promissory note | 8.00% | ||||||||||||||||||||||
Percentage of addition paid original principal amount | 5.00% | ||||||||||||||||||||||
Percentage of redemption price | 140.00% | ||||||||||||||||||||||
Debt redemption amount | $ 158,424.44 | ||||||||||||||||||||||
Debt redemption description | The Company defaults on the payment of the redemption amount and such default is not cured within fifteen (15) business days. | ||||||||||||||||||||||
Convertible shares of common stock | 7,142,526 | 7,142,526 | |||||||||||||||||||||
Purchase price of note | $ 23,750 | 71,250 | |||||||||||||||||||||
Adar Bays [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Amortized total debt issuance cost | $ 2,750 | $ 2,750 | |||||||||||||||||||||
Convertible shares of common stock | 3,107,345 | 3,107,345 | |||||||||||||||||||||
Union Capital [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Convertible promissory notes | $ 110,000 | $ 110,000 | $ 220,000 | ||||||||||||||||||||
Original issue discount rate | 10.00% | 10.00% | |||||||||||||||||||||
Maturity date | Sep. 19, 2017 | ||||||||||||||||||||||
Unamortized debt issuance costs | $ 9,863 | $ 9,863 | $ 0 | ||||||||||||||||||||
Interest rate percentage | 8.00% | 8.00% | |||||||||||||||||||||
Common stock, conversion features | The Notes bear interest at the rate of 8% per annum; are due and payable on September 19, 2017; and may be converted by Union Capital at any time after the date which is nine months of the date of issuance into shares of Company common stock at a conversion price equal to 60% of the market price. | 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 nine months of the date of issuance into shares of Company common stock at a conversion price equal to 60% of the market price. | |||||||||||||||||||||
Original issue discount amount | $ 10,000 | $ 10,000 | |||||||||||||||||||||
Amortized total debt issuance cost | 9,863 | 7,373 | |||||||||||||||||||||
Outstanding balance convertable debt | 101,137 | 101,137 | 0 | ||||||||||||||||||||
Origination fee | 5,000 | ||||||||||||||||||||||
Percentage of convertible promissory note | 8.00% | ||||||||||||||||||||||
Percentage of addition paid original principal amount | 5.00% | ||||||||||||||||||||||
Percentage of redemption price | 140.00% | ||||||||||||||||||||||
Debt redemption amount | $ 158,363.84 | ||||||||||||||||||||||
Debt redemption description | The Company defaults on the payment of the redemption amount and such default is not cured within fifteen (15) business days. | ||||||||||||||||||||||
Purchase price of note | $ 95,000 | ||||||||||||||||||||||
Union Capital [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Convertible note principal amount | $ 104,500 | 104,500 | |||||||||||||||||||||
Convertible shares of common stock | 7,107,376 | ||||||||||||||||||||||
Kodiak Capital Group, LLC [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Convertible promissory notes | $ 60,000 | ||||||||||||||||||||||
Principal amount of debt | $ 50,000 | ||||||||||||||||||||||
Maximum number of shares to be issued | $ 1,000,000 | ||||||||||||||||||||||
Debt instrument, description | 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. | ||||||||||||||||||||||
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. | 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. | |||||||||||||||||||||
Original issue discount amount | $ 10,000 | ||||||||||||||||||||||
Amortized total debt issuance cost | $ 9,426 | $ 9,426 | |||||||||||||||||||||
YCIG, Inc [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Maturity date | Sep. 29, 2018 | ||||||||||||||||||||||
Interest rate percentage | 12.00% | ||||||||||||||||||||||
Epa Rra And Note [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Unamortized debt issuance costs | 6,391 | 6,391 | |||||||||||||||||||||
Original issue discount amount | 10,000 | 10,000 | |||||||||||||||||||||
Amortized total debt issuance cost | 2,680 | 3,609 | |||||||||||||||||||||
Outstanding balance convertable debt | 53,609 | 53,609 | |||||||||||||||||||||
Auctus Fund, LLC [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Convertible promissory notes | $ 55,750 | ||||||||||||||||||||||
Original issue discount rate | 10.00% | ||||||||||||||||||||||
Principal amount of debt | $ 50,000 | $ 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). | 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). | |||||||||||||||||||||
Interest rate percentage | 10.00% | ||||||||||||||||||||||
Funded amount | $ 50,000 | ||||||||||||||||||||||
Deduction of diligence and legal fees | $ 5,750 | $ 5,750 | |||||||||||||||||||||
Total finance fee | $ 5,750 | ||||||||||||||||||||||
Convertible note principal amount | $ 55,750 | $ 55,750 | |||||||||||||||||||||
Convertible shares of common stock | 11,819,360 | 11,819,360 | |||||||||||||||||||||
Phoenix Fund [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Stock exchange for retirement, shares | 18,828,088 | 18,828,088 | |||||||||||||||||||||
Loss on settlement of debt | $ 202,933 | $ 202,933 | |||||||||||||||||||||
Phoenix Fund [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Debt instrument, description | Phoenix Fund shares of its common stock as requested by Phoenix Fund, periodically, at a fifty percent (50%) discount from the average closing price of the Company's common stock for the 22 trading days prior to the date of issuance. | ||||||||||||||||||||||
Adar Bays One [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Original issue discount amount | 2,750 | 2,750 | |||||||||||||||||||||
Amortized total debt issuance cost | $ 3,250 | $ 3,250 | |||||||||||||||||||||
Convertible shares of common stock | 6,449,615 | 6,449,615 | |||||||||||||||||||||
Rockwell Capital [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Stock exchange for retirement | $ 155,557 | $ 155,557 | |||||||||||||||||||||
Loss on settlement of debt | $ 133,019 | $ 133,019 | |||||||||||||||||||||
Common stock, shares issued | 17,426,800 | 17,426,800 | |||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Original issue discount amount | $ 10,000 | $ 10,000 | |||||||||||||||||||||
Amortized total debt issuance cost | 10,000 | ||||||||||||||||||||||
Amortized debt discount and debt issuance costs | 38,077 | 57,025 | |||||||||||||||||||||
Convertible Notes Payable [Member] | Union Capital [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Unamortized debt issuance costs | 0 | 0 | |||||||||||||||||||||
Outstanding balance convertable debt | 46,500 | 46,500 | |||||||||||||||||||||
Convertible note principal amount | $ 63,500 | $ 63,500 | |||||||||||||||||||||
Convertible shares of common stock | 7,513,711 | 7,513,711 | |||||||||||||||||||||
Convertible Notes Payable [Member] | Kodiak Capital Group, LLC [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Convertible promissory notes | $ 50,000 | ||||||||||||||||||||||
Original issue discount rate | 12.00% | ||||||||||||||||||||||
Unamortized debt issuance costs | 6,319 | ||||||||||||||||||||||
Percentage of conversion price, discount | 50.00% | ||||||||||||||||||||||
Principal amount of debt | $ 60,000 | ||||||||||||||||||||||
Debt instrument, description | The Note bears interest at the rate of 12% and must be repaid on or before February 7, 2017. 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). | ||||||||||||||||||||||
Issuance of debt discount | $ 10,000 | ||||||||||||||||||||||
Original issue discount amount | $ 10,000 | ||||||||||||||||||||||
Amortized total debt issuance cost | $ 2,709 | $ 6,319 | |||||||||||||||||||||
Outstanding balance convertable debt | $ 56,319 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Auctus Fund, LLC [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Convertible shares of common stock | 10,247,863 | 10,247,863 | |||||||||||||||||||||
Convertible Notes Payable [Member] | Vista Capital Investments, LLC [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Original issue discount rate | 10.00% | ||||||||||||||||||||||
Unamortized debt issuance costs | $ 4,116 | $ 4,116 | |||||||||||||||||||||
Interest rate percentage | 10.00% | ||||||||||||||||||||||
Common stock, conversion features | The Note may be prepaid by the Company at any time prior to the date, which is 180 days after issuance of the Note at a premium to the amount outstanding at the time of prepayment (as determined in the Note). The Note may be converted by Vista at any time after the nine (6) month anniversary of the Note into shares of Company common stock at a conversion price equal to 50 % of the market price. | ||||||||||||||||||||||
Original issue discount amount | $ 5,000 | ||||||||||||||||||||||
Amortized total debt issuance cost | 630 | 884 | |||||||||||||||||||||
Outstanding balance convertable debt | $ 55,000 | $ 50,884 | $ 50,884 | ||||||||||||||||||||
Maturity date term | 180 days | ||||||||||||||||||||||
Convertible note principal amount | $ 275,000 | ||||||||||||||||||||||
Promissory Notes One [Member] | Adar Bays [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Convertible promissory notes | 110,000 | ||||||||||||||||||||||
Principal amount of debt | 100,000 | ||||||||||||||||||||||
Promissory Notes One [Member] | Union Capital [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Convertible promissory notes | 110,000 | ||||||||||||||||||||||
Principal amount of debt | 100,000 | ||||||||||||||||||||||
Promissory Notes Two [Member] | Adar Bays [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Convertible promissory notes | 110,000 | ||||||||||||||||||||||
Principal amount of debt | 100,000 | ||||||||||||||||||||||
Collateralized secured note issued | 100,000 | ||||||||||||||||||||||
Promissory Notes Two [Member] | Union Capital [Member] | |||||||||||||||||||||||
Debt (Textual) | |||||||||||||||||||||||
Convertible promissory notes | 110,000 | ||||||||||||||||||||||
Principal amount of debt | 100,000 | ||||||||||||||||||||||
Collateralized secured note issued | $ 100,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Shares | |
Outstanding as of January 1, 2016 | shares | 4,626,245 |
Granted | shares | 125,000 |
Exercised | shares | |
Forfeited or cancelled | shares | 628,059 |
Outstanding as of September 30, 2016 | shares | 4,123,186 |
Options vested and exercisable as of September 30, 2016 | shares | 3,543,255 |
Options vested and expected to vest | shares | 4,123,186 |
Weighted Averaged Exercise Price | |
Outstanding as of January 1, 2016 | $ / shares | $ 0.39 |
Granted | $ / shares | 0.57 |
Exercised | $ / shares | |
Forfeited or cancelled | $ / shares | 0.55 |
Outstanding as of September 30, 2016 | $ / shares | 0.38 |
Options vested and exercisable as of September 30, 2016 | $ / shares | 0.26 |
Options vested and expected to vest | $ / shares | $ 0.38 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Outstanding | shares | 4,123,186 |
Options Outstanding, Average Remaining Contractual Life (Years) | 7 years 10 months 24 days |
Weighted Averaged Exercise Price | $ / shares | $ 0.40 |
Options Exercisable, Number Outstanding | shares | 3,543,255 |
Options Exercisable, Number of Outstanding | $ / shares | $ 0.33 |
0.08 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Outstanding | shares | 1,772,251 |
Options Outstanding, Average Remaining Contractual Life (Years) | 7 years 7 months 6 days |
Weighted Averaged Exercise Price | $ / shares | $ 0.08 |
Options Exercisable, Number Outstanding | shares | 1,767,528 |
Options Exercisable, Number of Outstanding | $ / shares | $ 0.08 |
0.55 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Outstanding | shares | 2,000,935 |
Options Outstanding, Average Remaining Contractual Life (Years) | 8 years 3 months 18 days |
Weighted Averaged Exercise Price | $ / shares | $ 0.55 |
Options Exercisable, Number Outstanding | shares | 1,618,436 |
Options Exercisable, Number of Outstanding | $ / shares | $ 0.55 |
2.36 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Outstanding | shares | 25,000 |
Options Outstanding, Average Remaining Contractual Life (Years) | 8 years 6 months |
Weighted Averaged Exercise Price | $ / shares | $ 2.36 |
Options Exercisable, Number Outstanding | shares | 15,625 |
Options Exercisable, Number of Outstanding | $ / shares | $ 2.36 |
0.71 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Outstanding | shares | 250,000 |
Options Outstanding, Average Remaining Contractual Life (Years) | 9 years |
Weighted Averaged Exercise Price | $ / shares | $ 0.71 |
Options Exercisable, Number Outstanding | shares | 104,167 |
Options Exercisable, Number of Outstanding | $ / shares | $ 0.71 |
0.57 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Outstanding | shares | 75,000 |
Options Outstanding, Average Remaining Contractual Life (Years) | 8 years 1 month 6 days |
Weighted Averaged Exercise Price | $ / shares | $ 0.57 |
Options Exercisable, Number Outstanding | shares | 37,500 |
Options Exercisable, Number of Outstanding | $ / shares | $ 0.57 |
Stockholders' Deficit (Detail42
Stockholders' Deficit (Details 2) - Stock Options [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Summary of assumptions used in the estimated grant date fair value calculations for options granted | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Volatility | 50.00% | 50.00% | 50.00% | 50.00% |
Maximum [Member] | ||||
Summary of assumptions used in the estimated grant date fair value calculations for options granted | ||||
Average risk-free rate | 2.50% | 1.91% | 2.50% | 1.91% |
Expected term, in years | 10 years | 5 years 9 months 7 days | 10 years | 5 years 9 months 7 days |
Minimum [Member] | ||||
Summary of assumptions used in the estimated grant date fair value calculations for options granted | ||||
Average risk-free rate | 1.70% | 1.75% | 1.04% | 1.46% |
Expected term, in years | 5 years 1 month 6 days | 5 years | 5 years 1 month 6 days | 5 years |
Stockholders' Deficit (Detail43
Stockholders' Deficit (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2015 | Feb. 23, 2015 | May 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Stockholders Equity (Deficit) (Textual) | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | |||||
Stock issued during period, Value | ||||||||
Weighted-average grant date fair value for stock options granted | $ 1.20 | $ 0.38 | $ 0 | $ 0.57 | ||||
Authorize for issuance of shares of blank check preferred stock | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
2015 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 | $ 455,318 | $ 455,318 | ||||||
Weighted average recognition period | 1 year 7 months 6 days | |||||||
Purchase shares of common stock granted options to non-employees | 125,000 | 415,000 | ||||||
Exercise price | $ 0.57 | $ 0.55 | ||||||
Stock options granted to non-employees | 37,607 | 82,272 | 164,165 | 116,332 | ||||
Option to puchase of common shares | 1,573,755 | |||||||
Employee and non-employee stock-based compensation expense | $ 377,669 | $ 376,242 | ||||||
Common Stock [Member] | ||||||||
Stockholders Equity (Deficit) (Textual) | ||||||||
Common stock, par value | $ 0.001 | $ 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 | |||||||
Stock issued during period, Value | $ 27,150 | |||||||
Shares issued, Price per share | $ 0.06 | |||||||
Shares of common stock in exchange for services | 16,654,214 | 1,863,241 | ||||||
Shares of common stock in exchange for services fair value | $ 378,345 | $ 1,192,893 | ||||||
Common Stock Warrants [Member] | ||||||||
Stockholders Equity (Deficit) (Textual) | ||||||||
Warrants to purchase shares of common stock | 7,571,395 | 4,974,567 | ||||||
CDx's [Member] | ||||||||
Stockholders Equity (Deficit) (Textual) | ||||||||
Warrants converted into the right to receive share of company common stock | 1 | 1 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Warrants issued shares of common stock | 6,191,000 | 6,191,000 | ||||||
Warrants outstanding shares of common stock | 7,571,395 | 7,571,395 | 7,571,395 | |||||
Retained shares of common stock | 1,990,637 | 1,990,637 | ||||||
Issuance of common stock option | 6,191,000 | |||||||
CDx's [Member] | Common Stock [Member] | ||||||||
Stockholders Equity (Deficit) (Textual) | ||||||||
Stock issued during period, Shares | 19,855,295 | 19,855,295 | ||||||
Percentage of common stock outstanding | 91.00% |
Commitments and Contingencies44
Commitments and Contingencies (Details) | Sep. 30, 2016USD ($) |
Minimum lease payments under non-cancellable operating leases | |
2,016 | $ 24,036 |
2,017 | 81,613 |
Total minimum lease payments | $ 105,649 |
Commitments and Contingencies45
Commitments and Contingencies (Details Textual) | Oct. 04, 2016shares | Sep. 01, 2016USD ($)$ / sharesshares | Apr. 05, 2016USD ($) | Apr. 21, 2016USD ($) | Apr. 01, 2015USD ($)ft² | May 31, 2014 | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Commitments and contingencies (Textual) | ||||||||||||
Rent expense | $ 16,554 | $ 42,196 | $ 69,321 | $ 67,725 | ||||||||
Rent from subtenant | $ 5,000 | |||||||||||
Distribution and license agreement term | 10 years | |||||||||||
Royalty percentage | 7.00% | |||||||||||
License Agreement [Member] | ||||||||||||
Commitments and contingencies (Textual) | ||||||||||||
Equity financing price | $ / shares | $ 0.50 | |||||||||||
Resale Licensing Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Commitments and contingencies (Textual) | ||||||||||||
Purchase and resale of units | shares | 10,000 | |||||||||||
License and Distribution Agreement [Member] | Phase One [Member] | ||||||||||||
Commitments and contingencies (Textual) | ||||||||||||
Licensing and Technology transfer fee | $ 45,000 | |||||||||||
License and Distribution Agreement [Member] | Phase Two [Member] | ||||||||||||
Commitments and contingencies (Textual) | ||||||||||||
Licensing and Technology transfer fee | $ 125,000 | |||||||||||
Common stock issued to licensee | shares | 10,000,000 | |||||||||||
Royalty payments | $ 125,000 | |||||||||||
Joint developer [Member] | ||||||||||||
Commitments and contingencies (Textual) | ||||||||||||
Development costs | $ 200,000 | $ 227,500 | ||||||||||
Marketing And Advertising Advisory Services Agreement [Member] | ||||||||||||
Commitments and contingencies (Textual) | ||||||||||||
Monthly service fee | $ 30,000 | |||||||||||
Percentage of conversion units of discount | 50.00% | |||||||||||
Common stock trading days | 15 days | |||||||||||
Initial term agreement | 5 years | |||||||||||
San Diego California [Member] | ||||||||||||
Commitments and contingencies (Textual) | ||||||||||||
Total area | ft² | 1,500 | |||||||||||
Commencement date of lease | May 1, 2015 | |||||||||||
Rent expense | $ 247,000 | |||||||||||
Rent from subtenant | $ 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 | |||||||||||
Office one [Member] | ||||||||||||
Commitments and contingencies (Textual) | ||||||||||||
Lease expire | Apr. 30, 2015 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 14, 2016 | Oct. 19, 2016 | Oct. 05, 2016 | Sep. 30, 2016 |
Subsequent Event [Line Items] | ||||
Issued common stock for conversion of convertible notes payable and settlement of other payable obligations | 112,087,172 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, description | At a forty-five percent (45%) discount from the lowest price of the Company's common stock for the seven trading days prior to the date of issuance. | A fifty percent (50%) discount from the average closing price of the Company's common stock for the 22 trading days prior to the date of issuance. | ||
Subsequent Event [Member] | Crown Bridge Partners, LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Original principal amount of convertible promissory note | $ 35,000 | |||
Fund received from Crown | 31,500 | |||
Issue on original discount | 3,500 | |||
Legal fees | $ 1,500 | |||
Interest rate percentage | 8.00% | |||
Debt instrument, description | 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 at a premium to the amount outstanding at the time of prepayment (as determined in the Note). The Note may be converted by Crown at any time after the nine (6) month anniversary of the Note into shares of Company common stock at a conversion price equal to 50% of the market price. |