Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 12, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | MEDOVEX CORP. | |
Entity Central Index Key | 1,591,165 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | Yes | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,824,742 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 3,218,721 | $ 6,684,576 |
Prepaid expenses | 129,796 | $ 156,730 |
Inventory | 1,878 | |
Other | 165 | |
Total Current Assets | 3,350,560 | $ 6,841,306 |
Property and Equipment, net of accumulated depreciation | 26,571 | $ 24,450 |
Patent acquired from Streamline, Inc. | 10,155,645 | |
Total Assets | 13,532,776 | $ 6,865,756 |
Current Liabilities | ||
Accounts payable | 158,339 | 140,678 |
Accrued liabilities | 311,218 | 219,429 |
Total Current Liabilities | 469,557 | $ 360,107 |
Long-Term Liabilities | ||
Notes Payable | 250,580 | |
Total Long-Term Liabilities | 250,580 | |
Total Liabilities | $ 720,137 | $ 360,107 |
Stockholders' Equity | ||
Preferred stock - $.001 par value: 500,000 shares authorized, no shares outstanding | ||
Common stock - $.001 par value: 49,500,000 shares authorized, 11,256,175 and 9,172,480 shares issued at June 30, 2015 and December 31, 2014, respectively, 11,230,027 and 9,172,480 shares outstanding at June 30, 2015 and December | $ 11,256 | $ 9,173 |
Additional paid-in capital | 19,729,755 | 10,106,841 |
Accumulated deficit during the development stage | (6,928,372) | (3,610,365) |
Total Stockholders' Equity | 12,812,639 | 6,505,649 |
Total Liabilities and Stockholders' Equity | $ 13,532,776 | $ 6,865,756 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Stockholders' Equity | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 49,500,000 | 49,500,000 |
Common stock, shares issued | 11,256,175 | 9,172,480 |
Common stock, shares outstanding | 11,230,027 | 9,172,480 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Unaudited Consolidated Statements Of Operations | ||||
Revenues | ||||
Operating Expenses | ||||
General and administrative | $ 1,532,801 | $ 485,502 | $ 2,684,482 | $ 910,131 |
Research and development | 328,023 | 214,604 | 633,525 | 347,150 |
Total Operating Expenses | 1,860,824 | 700,106 | 3,318,007 | 1,257,281 |
Net Loss | $ (1,860,824) | $ (700,106) | $ (3,318,007) | $ (1,257,281) |
Basic and diluted net loss per common share | $ (.19) | $ (.09) | $ (.34) | $ (.16) |
Basic and diluted weighted average common shares outstanding | 10,006,175 | 7,781,175 | 9,693,675 | 7,781,175 |
UNAUDITED CONSOLIDATED STATEME5
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 2015 - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2014 | 9,172,480 | |||
Beginning Balance, Amount at Dec. 31, 2014 | $ 9,173 | $ 10,106,841 | $ (3,610,365) | $ 6,505,649 |
Issuance of common stock to underwriters, Shares | 208,695 | |||
Issuance of common stock to underwriters, Amount | $ 208 | 1,083,928 | 1,084,136 | |
Value of common stock to acquire Streamline on date of closing, at $4.50 per share, Shares | 1,875,000 | |||
Value of common stock to acquire Streamline on date of closing, at $4.50 per share, Amount | $ 1,875 | 8,435,851 | 8,437,500 | |
Stock based compensation | $ 103,361 | 103,361 | ||
Net loss | $ (3,318,007) | (3,318,007) | ||
Ending Balance, Shares at Jun. 30, 2015 | 11,256,175 | |||
Ending Balance, Amount at Jun. 30, 2015 | $ 11,256 | $ 19,729,755 | $ (6,928,372) | $ 12,812,639 |
UNAUDITED CONSOLIDATED STATEME6
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) | Jun. 30, 2015$ / shares |
Statement of Stockholders' Equity [Abstract] | |
Value of common stock to acquire Streamline on date of closing, at $4.50 per share, Shares | $ 4.50 |
UNAUDITED CONSOLIDATED STATEME7
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows from Operating Activities | ||||
Net loss | $ (1,860,824) | $ (700,106) | $ (3,318,007) | $ (1,257,281) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 1,700 | 386 | 3,184 | 679 |
Stock based compensation | 55,984 | 10,572 | 103,361 | 18,072 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 26,934 | 1,815 | ||
Accounts payable | (284,279) | 66,972 | ||
Accrued liabilities | 85,771 | 41,959 | ||
Net Cash Used in Operating Activities | (3,383,036) | $ (1,127,784) | ||
Cash Flows from Investing Activities | ||||
Acquisition of Streamline, Inc., net of cash received | (1,152,292) | |||
Expenditures for property and equipment | (5,305) | $ (4,340) | ||
Net Cash Used in Investing Activities | (1,157,597) | $ (4,340) | ||
Cash Flows from Financing Activities | ||||
Principal payments under note payable obligation | $ (9,358) | |||
Deferred initial public offering costs | $ (123,141) | |||
Collection of subscription receivable | $ 100,000 | |||
Proceeds from issuance of common stock from underwriters overallotment | $ 1,084,136 | |||
Net Cash Provided by Financing Activities | 1,074,778 | $ (23,141) | ||
Net Decrease in Cash | (3,465,855) | (1,155,265) | ||
Cash - Beginning of period | 6,684,576 | 2,606,075 | ||
Cash - End of period | $ 3,218,721 | $ 1,450,810 | 3,218,721 | $ 1,450,810 |
Non-cash investing and financing activities | ||||
Issuance of common stock for acquisition of Streamline | $ 8,437,500 |
ORGANIZATION AND SIGNIFICANT AC
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | Description of Business MedoveX Corp. (the Company or MedoveX), was incorporated in Nevada on July 30, 2013 as SpineZ Corp. (SpineZ) and changed its name to MedoveX Corp. on March 20, 2014. MedoveX is the parent company of Debride Inc. (Debride), which was incorporated under the laws of the State of Florida on October 1, 2012. On September 3, 2013, Debride entered into an Agreement and Plan of Merger with SpineZ, a privately owned company with no operations (the SpineZ Merger). The SpineZ Merger was effectuated as a share exchange transaction in which the former stockholders of Debride exchanged each share that they owned of Debride for 1.936 shares of SpineZ. As a result of the SpineZ Merger, the former owners of Debride became 53% majority owners of SpineZ. The Company accounted for this transaction as a reverse merger and recapitalization of Debride into SpineZ. The Company is a development stage enterprise that has acquired a patent, patent applications and other intellectual property rights relating to the use, development, and commercialization of the DenerveX Device (DenerveX). DenerveX is a device that is intended to be used in the treatment of conditions resulting from the degeneration of joints in the spine that cause back pain. In March 2014, SpineZ changed its legal name to MedoveX Corp. and effectuated a 1 for 2 reverse stock split. All share related amounts in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted to reflect this reverse split. On March 9, 2015, the Board of Directors of MedoveX and Streamline, Inc., a Minnesota corporation (Streamline), approved an Agreement and Plan of Merger (the Merger Agreement). On March 24, 2015, Streamline shareholders approved the Merger Agreement and the transaction closed immediately thereafter. Under the Merger Agreement, STML Merger Sub, Inc. a wholly-owned subsidiary of MedoveX, merged with Streamline, and thus Streamline became a wholly-owned subsidiary of MedoveX. Streamline is in the business of designing, developing, manufacturing and marketing 510(k) exempt products for use in the medical field. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation and Principles of Consolidation These consolidated financial statements include the accounts of MedoveX Corp. and its wholly-owned subsidiary, Streamline. All intercompany accounts and transactions have been eliminated in consolidation. Unaudited interim results The accompanying consolidated balance sheet as of June 30, 2015, consolidated statements of operations for the three and six months ended June 30, 2014 and 2015, statements of changes in stockholders equity for the six months ended June 30, 2015 and the statements of cash flows for the six months ended June 30, 2015 and 2014 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments which included only normal recurring adjustments, necessary to present fairly the Companys financial position and results of operations and cash flows for the three and six months ended June 30, 2015. The financial data and other information disclosed in the notes to the consolidated financial statements related to the three and six month periods are unaudited. The results for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other interim period or for any future year. Use of Estimates In preparing the financial statements, generally accepted accounting principles in the United States (U.S. GAAP) requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. The Companys significant estimates currently include the fair value, useful life and carrying amount of its patented technology, the deferred income tax asset and the related valuation allowance, and the fair value of its share based payment arrangements. For those estimates that are sensitive to the outcome of future events, actual results could differ from those estimates. Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Companys cash balances at December 31, 2014 and June 30, 2015 consists of funds deposited in checking accounts with commercial banks. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist solely of cash. At times throughout the year, the Company may maintain certain bank account balances in excess of FDIC insured limits. At December 31, 2014 and June 30, 2015, the Company had cash deposits that exceeded federally insured deposit limits. The Company believes that its funds are deposited in high credit quality financial institutions. The Company has not experienced any losses in such accounts to date and believes it is not exposed to any significant credit risk associated with its cash deposits. Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets, generally three to five years. Repairs and maintenance are expensed as incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. Research and Development Research and development costs are expensed as incurred. Advertising The Company expenses all advertising costs as incurred. No advertising costs were incurred for the three and six months ended June 30, 2014. For the three and six months ended June 30, 2015, advertising costs were approximately $7,000 and $11,000, respectively. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the Financial Accounting Standard Boards Accounting Standards Codification ASC 718 Compensation Stock Compensation (ASC 718). ASC 718 addresses all forms of share-based payment (SBP) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The standard under ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2014, and June 30, 2015 the Company does not have a liability for unrecognized tax uncertainties. The Companys policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. As of June 30, 2015, the Company has not incurred any interest or penalties relating to uncertain tax positions. Loss per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are anti- Business combinations The Company completed an acquisition on March 25, 2015. This transaction was recorded using guidelines provided by ASC 805, Business Combinations Inventory Inventory consists of finished goods units for sale of the Streamline IV Suspension System (IV Poles). Inventory is valued at the lower of cost or market, using the firstin, first-out (FIFO) method. The Company does not believe any inventory reserve is required as of June 30, 2015. intangible assets The Company does not amortize intangible assets with indefinite useful lives. Such assets are required to be tested for impairment at least annually, or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company performs its intangible asset impairment tests in the fourth quarter of each year. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
PROPERTY AND EQUIPMENT | Property and equipment, net, consists of the following: Useful Life June 30, 2015 December 31, 2014 Furniture and fixtures 5 years $ 17,888 $ 16,016 Computers and software 3 years 15,020 11,587 32,908 27,602 Less accumulated depreciation (6,337 ) (3,153 ) Total $ 26,571 $ 24,450 Depreciation expense amounted to $1,700 and $3,184, respectively, for the three and six months ended June 30, 2015. Depreciation expense amounted to $386 and $679, respectively, for the three and six months ended June 30, 2014. |
PATENT ASSIGNMENT AND CONTRIBUT
PATENT ASSIGNMENT AND CONTRIBUTION AND ROYALTY AGREEMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
PATENT ASSIGNMENT AND CONTRIBUTION AND ROYALTY AGREEMENTS | On February 1, 2013, the Company issued 750,108 shares of common stock to Scott Haufe, M.D. (Dr. Haufe) pursuant to the terms of a Contribution and Royalty Agreement dated January 31, 2013 between the Company and Dr. Haufe. This agreement provides for the Company to pay Dr. Haufe royalties equal to 1% of revenues earned from sales of any and all products derived from the use of the DenerveX technology. Royalties are payable to Dr. Haufe within 30 days after the close of each calendar quarter based on actual cash collected from sales of applicable products. The royalty period expires on September 6, 2030. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
ACQUISITIONS | On March 25, 2015, the Company acquired Streamline Inc. pursuant to an Agreement and Plan of Merger dated March 9, 2015. As a result of this transaction, Streamline, Inc. is now a wholly owned subsidiary of the Company. Under the terms of the Agreement and Plan of Merger, the Company paid $1,397,466 cash and 1,875,000 shares of common stock. Streamline is in the business of designing, developing, manufacturing and marketing 510(k) and 510(k) exempt products for use in the medical field. Per the approved Agreement and Plan of Merger with Streamline, the Company is to issue an aggregate of 1,875,000 shares of MedoveX common stock upon receipt of a transmittal letter from each Streamline shareholder. As of June 30, 2015, the Company had received transmittal letters from Streamline shareholders representing 1,648,852 shares of MedoveX common stock. While the assumption is the remaining shareholders will return a letter, the agreement is structured such that if a shareholder does not return a letter, no shares are issued. Additionally, 200,000 shares of MedoveX common stock are being held in escrow until September 25, 2016 to secure Streamlines indemnification obligations under the Merger Agreement. The terms of the Merger Agreement also require a commitment by MedoveX to supply a minimum of $750,000 in working capital to the Streamline subsidiary, to fund the operations and product development of the Company as needed. Of the $750,000 working capital commitment, approximately $178,000 and $189,000, respectively, has been spent for the three and six month periods ended June 30, 2015. The closing price of the common stock on March 25, 2015 was $4.50 per share. Based on this price and cash consideration, the acquisition of Streamline was valued at $9,834,966. The following is a summary of the preliminary allocation of the estimated fair value of Streamline. Assets acquired Cash $ 245,174 Inventory 1,878 Other assets 165 Patent acquired from Streamline 10,155,645 Total assets acquired 10,330,396 Liabilities assumed Accounts payable 301,940 Accrued liabilities 6,018 Notes Payable 259,938 Total 567,896 Net assets acquired $ 9,834,966 During the three months ended June 30, 2015, the Company determined that approximately $344,000 of legal expenses paid as part of the Streamline acquisition agreement were incorrectly capitalized. Consequently, an adjustment was made to reflect the recognition of this expense during the three months ended June 30, 2015. The effect of this adjustment would have resulted in an approximately $344,000 increase to the Companys overall net loss for the three months ended March 31, 2015, and a decrease to the investment in Streamline asset account by approximately $344,000 at March 31, 2015. Below is the as adjusted effect on net income, in total and per share, for the three months ended March 31, 2015: Three Months Ended March 31, 2015 As Adjusted Previously Reported Net Loss $ (1,798,630 ) $ (1,454,442 ) Basic and diluted net loss per common share $ (0.19 ) $ (0.16 ) Basic and diluted weighted average common shares outstanding 9,381,175 9,381,175 Below is the as adjusted effect of the adjustment on the balances of the investment in Streamline account and accumulated deficit as of March 31, 2015: For the period ended March 31, 2015 As Adjusted Previously Reported Investment in Streamline $ 10,155,645 $ 10,499,832 Accumulated deficit $ 5,408,995 $ 5,064,807 The results of operations of Streamline are included in the consolidated statements of operations beginning from the acquisition date. The following unaudited condensed pro forma financial information presents the results of operations as if all acquisitions in 2015 had taken place on January 1, 2014 and 2015. The unaudited condensed pro forma financial information was prepared for comparative purposes only and is not necessarily indicative of what would have occurred had the acquisition been made at that time or of results which may occur in the future. Three Months Ended Six Months Ended Three Months Ended Six Months Ended June 30, 2014 June 30, 2014 June 30, 2015 June 30,2015 Pro Forma Revenues $ - $ - $ - $ - Pro Forma Net Loss (783,608 ) (1,423,810 ) (2,080,505 ) (3,532,273 ) Loss per Share $ (0.09 ) $ (0.18 ) $ (0.21 ) $ (0.43 ) |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
EQUITY TRANSACTIONS | Founders Shares On February 1, 2013, the Company issued an aggregate of 2,624,892 shares of common stock to its founders in exchange for a contribution of $0.01 cent per share. Aggregate proceeds from this transaction amounted to $27,120. The Company concurrently issued 750,108 additional shares to another founding stockholder in exchange for $7,750 of cash and the transfer of patented technology to the Company pursuant to the terms of the Contribution and Royalty Agreement described in Note 4. On August 28, 2013, the Company issued 3,050,000 shares of common stock to the initial SpineZ stockholders in exchange for a contribution of $0.04 cents per share. Aggregate proceeds from this transaction amounted to $122,000, which became available to the Company for its use as general working capital upon the completion of the SpineZ Merger. Private Placement On September 16, 2013, the Company commenced a private placement of its common stock at an offering price of $2.50 per share. This financing transaction was completed in December 2013 with an aggregate of 1,346,175 shares issued for proceeds amounting to $3,056,651, net of issuance costs of $208,786, and a $100,000 subscription receivable that was paid on January 24, 2014. The Company also issued 10,000 shares of common stock as a partial fee paid to the placement agent who represented the Company in this financing transaction. The shares sold in this private placement were issued with certain rights that provide for such shares to be registered by the Company under the Securities Act of 1933 in the event that the Company files a registration statement with the Securities and Exchange Commission (SEC). Public Placement On December 19, 2014, the Company completed its Initial Public Offering (IPO) of common stock by selling 1,391,305 units pursuant to SEC rule 424(b)(4). Each unit consists of one share of common stock and one warrant. The unit sold for $5.75, and the exercise price of the warrant is $6.90 per share. The units traded on the NASDAQ exchange under the ticker symbol MDVXU. On February 2, 2015, the unit ceased trading and the common stock (MDVX) and warrant (MDVXW) began trading separately. Net of transaction costs, the Company raised $6,731,783 in the IPO. On January 16, 2015, the underwriter exercised its entire 15% overallotment of shares, resulting in the issuance of an additional 208,695 shares of common stock and proceeds of $1,084,136, net of transaction costs. Stock-Based Compensation Plan 2013 Stock Option Incentive Plan On October 14, 2013, the MedoveX Corp. Board of Directors approved the MedoveX Corp. 2013 Stock Incentive Plan (the Plan). The Company may grant incentive stock options to employees and non-statutory stock options to employees, consultants, and directors for up to 1,150,000 shares of common stock. The stock options are exercisable at a price equal to the market value of the common stock on the date of the grant. The Plan gives full authority for granting options, determining the type of options granted, and determining the fair market value of the options to the Plan Administrator. Stock-Based Compensation Plan (continued) 2013 Stock Option Incentive Plan (Continued) The Company has the right, but not obligation, to repurchase any shares obtained through exercise of an option from terminated Plan participants. The Company has 90 days from the date of termination to exercise its repurchase right. The Company must pay the Fair Market Value (FMV) of the shares if the termination was for any reason other than for cause, or the option price (if less than FMV of the shares) if the termination is for cause. The FMV is determined by the Plan Administrator on the date of termination. On January 27, 2015 and May 8, 2015 the Board of Directors authorized the Company to issue options to purchase an aggregate of 125,000 and 50,000 shares, respectively, of common stock to certain employees and consultants. The stock options vest as follows: 25% on date of grant and 25% on each of the next three anniversaries. The options issued on January 27, 2015 and May 8, 2015 are exercisable at a price of $5.99 and $3.61, respectively, which is equal to the market value of the common stock on the date of the grant. For the three and six months ended June 30, 2015, the Company recognized $55,984 and $103,361, respectively, as compensation expense with respect to the stock options. For the three and six months ended June 30, 2014, the Company recognized $10,572 and $18,072, respectively, as compensation expense with respect to vesting stock options. Stock Option Activity As of June 30, 2015, there was approximately $581,000 of total unrecognized stock-based compensation related to time-based, non-vested restricted stock. That expense is expected to be recognized on a straight-line basis over a weighted average period of 2.9 years. Streamline Acquisition Pursuant to the Merger Agreement approved by the Boards of MedoveX and Streamline on March 9, 2015, and subsequently approved by the Streamline Shareholders on March 25, 2015, an aggregate of 1,875,000 shares of common stock were reserved for issuance to Streamline shareholders who submit an executed transmittal letter to a paying agent. Of these shares, 200,000 are being held in escrow until September 25, 2016, at which time they will be issued to Streamline shareholders in whole or in part depending on what claims, if any, are made against the escrow. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
COMMITMENTS | Operating Leases Office Space The Company pays TAG Aviation, a company owned by its Chief Executive Officer, Jarrett Gorlin (Mr. Gorlin) for office space that is currently being used as the Companys principal business location plus utilities cost (see Related Party Transactions) on a monthly basis. Equipment The Company entered into a non-cancelable 36 month operating lease agreement for equipment on April 22, 2015. The agreement is renewable at the end of the term and requires the Company to maintain comprehensive liability insurance. Total lease expense for the three and six month periods ended June 30, 2015 was approximately $400. Future minimum lease payments under this operating lease agreement are approximately as follows: December 31, 2015 $ 1,800 December 31, 2016 $ 2,600 December 31, 2017 $ 2,600 December 31, 2018 $ 800 Consulting Agreements On December 2, 2013, the Company engaged one of its founding stockholders to provide business development consulting services over a one-year period at a fee of $10,000 per month. Effective January 1, 2015, this fee was increased to $35,000 per month. Either party can cancel this agreement upon 30 days notice. Consulting Agreements (Continued) On March 31, 2015, the Company engaged Laidlaw & Company Ltd. to provide financial advisory services over a one-year period at a fee of $125,000. The fee is payable in quarterly installments of $31,250 beginning at the start of the advisory period and every three months thereafter. The plan terminates on March 31, 2016 per the terms of the agreement. Employment Agreements The Company entered into Employment Agreements with each of its four executive officers for aggregate compensation amounting to approximately $834,000 per annum, plus customary benefits. These employment agreements are for terms of three years and provide for the Company to pay six months of severance in the event of (i) the Companys termination of an executives employment without cause, (ii) the resignation by an executive for good reason, (iii) a change in control of the Company, (iv) a material reduction in an executives duties, or (v) a requirement that an executive move their primary work location more than 50 miles. Co-Development Agreement In September 2013, the Company executed a Co-Development Agreement with James R. Andrews, M.D. (Dr. Andrews) to further evaluate, test and advise on the development of products incorporating the use of the patented technology. In exchange for these services the Company is obligated to pay Dr. Andrews a royalty of 2% of revenues earned from applicable product sales over a period of 5 years. If Dr. Andrews is listed as inventor of any Improvement Patent on the DenerveX device during the 5 year term, he would continue to receive a 1% royalty after the 2% royalty expires for the duration of the effectiveness of the Improvement Patent. Material Purchase orders On January 19, 2015 and February 24, 2015, the Company submitted material purchase orders to Nortech Systems in the amount of $202,161 and $206,850, respectively, related to the build of the DenerveX device. |
LONG TERM LIABILITIES
LONG TERM LIABILITIES | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
LONG TERM LIABILITIES | In conjunction with the consummation of the Streamline acquisition on March 25, 2015, the Company assumed two promissory notes for approximately $135,000 and $125,000 to the Bank of North Dakota New Venture Capital Program and North Dakota Development Fund, both outside non-related parties. Payments on both of the notes are due in aggregate monthly installments of approximately $5,700 and carry an interest rate of 5%. The Company had outstanding balances of approximately $0 and $251,000 at June, 2014 and June 30, 2015, respectively, related to the notes. The Company paid interest expense related to the notes in the amount of approximately $2,000 for the three and six months end June 30, 2015. The Company did not pay any interest expense related to the notes for the three and six months ended June 30, 2014. The Company did not have any unpaid accrued interest at June 30, 2014 and 2015, respectively, related to the notes. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
INCOME TAXES | For the period from February 1, 2013 (inception) to June 30, 2015, the Company has incurred net losses and, therefore, has no current income tax liability. The net deferred tax asset generated by these losses, which principally consist of start-up costs deferred for income tax purposes, is fully reserved as of December 31, 2014 and June 30, 2015, since it is currently more likely than not that the benefit will not be realized in future periods. The Company is required to file federal income tax returns and state income tax returns in the states of Florida, Georgia and Minnesota. There are no uncertain tax positions at December 31, 2014 or June 30, 2015. The Company has not undergone any tax examinations since inception. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
RELATED-PARTY TRANSACTIONS | Aviation Expense Periodically the Company may charter general aviation aircraft from TAG Aviation LLC (TAG), a company owned by Mr. Gorlin. The Company believes that such aircraft charter is on terms no less favorable then it would receive from a third party. The total amount of general aviation expense paid to TAG amounted to approximately $10,000 and $10,000, respectively, for the three and six months ended June 30, 2015. The total amount of general aviation expense paid to TAG amounted to approximately $0 and $11,000, respectively, for the three and six months ended June 30, 2014. Operating Lease As described in Note 7, the Company pays TAG Aviation LLC, (TAG), a company owned by Mr. Gorlin, for month to month rental of office space at Dekalb-Peachtree Airport in Atlanta Georgia plus cost of utilities. Rent payments under this arrangement are $1,800 per month. Rent expense and utility costs paid to TAG Aviation amounted to approximately $6,900 and $14,000, respectively, for the three and six months ended June 30, 2015. Rent expense and utility costs paid to TAG Aviation amounted to approximately $6,000 and $12,000, respectively, for the three and six months ended June 30, 2014. Consulting Expense On December 2, 2013, the Company engaged a founding stockholder who owns 375,000 shares of its common stock to provide the Company with business development advisory services. Fees under this arrangement include a $45,000 up-front payment that is non-refundable and $10,000 per month for each month of services provided to the Company under this arrangement. This arrangement is cancelable by either party upon 30 days notice. On January 1, 2015, this consulting agreement was modified to increase the monthly compensation to $35,000 through December 2015. The Company paid $105,000 and $210,000, respectively, for the three and six months ended June 30, 2015, under this new arrangement. The Company paid $30,000 and $60,000, respectively, for the three and six months ended June 30, 2014, under the arrangement. |
RESEARCH AND DEVELOPMENT
RESEARCH AND DEVELOPMENT | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
RESEARCH AND DEVELOPMENT | Devicix Prototype Manufacturing Agreement In November 2013, the Company accepted a proposal from Devicix, a Minneapolis, Minnesota based FDA registered contract manufacturer, to develop a commercially viable prototype of its product that could be used to receive regulatory approval from the FDA and other international agencies for use on humans to relieve pain associated with Facet Joint Syndrome. The development work commenced in December 2013. The total estimated cost of this work at contract signing was $960,000; however, the terms of the proposal allow either the Company or the manufacturer to cancel the development work with 10-days notice. The Company incurred expenses of approximately $80,000 and $236,000, respectively, for the three and six months ended June 30, 2015, of which approximately $13,500 was included in accounts payable as of June 30, 2015. The Company incurred expenses of approximately$161,000 and $275,000, respectively, for the three and six months ended June 30, 2014 under the agreement, Bovie Generator Manufacturing Agreement The DenerveX device requires a custom radiofrequency generator for power. In December 2014, the Company contracted with Bovie International to customize one of their existing radiofrequency generators for use with the DenerveX Device, and then manufacture that unit on a commercial basis once regulatory approval for the DenerveX was obtained. The Bovie agreement requires a base $295,000 development fee to customize the unit, plus additional amounts if further customization is necessary beyond predetermined estimates. The Company paid approximately $78,000 and $96,000, respectively, for the three and six months ended June 30, 2015 under this agreement. The Company did not incur any expenses related to this agreement for three and six months ended June 30, 2014. Nortech Manufacturing Agreement In November 2014, the Company selected Nortech Systems Inc. (Nortech), a Minneapolis, Minnesota based FDA registered contract manufacturer, to produce approximately 800 DenerveX devices from the prototype supplied by Devicix for use in final development and clinical trials. The agreement with Nortech includes agreed upon per unit prices for delivery of the devices. Actual work on development of the final units began in November 2014. On January 19 th , 2015 and February 24 th , 2015, the Company submitted material purchase orders to Nortech Systems in the amount of $202,161 and $206,850, respectively, related to the build of the DenerveX device. The Company paid approximately $86,000 and $173,000, respectively, to Nortech for the three and six months ended June 30, 2015. The Company did not incur any expenses related to this agreement for the three and six months ended June 30, 2014. |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | The Company incurred a net loss of approximately $1,257,000 and $3,318,000 for the six months ended June 30, 2014 and June 30, 2015, respectively. The Company will continue to incur losses until such time as it can bring a sufficient number of approved products to market and sell them with margins sufficient to offset expenses. To date, the Companys sole source of funds has been from the issuance of equity. The Company was founded in February 2013 with an approximately $35,000 investment from founding shareholders in exchange for common stock. In August 2013, the Company merged with Spinez. The Spinez founders invested an additional $122,000 into the Company for common stock. In December 2013, a private placement of common stock was closed, netting approximately $3,157,000 for the Company. In December 2014, the Company raised approximately $6,732,000 net of expenses in a public offering of its common stock. In January 2015, the underwriter for the public offering exercised the overallotment of shares pursuant to the initial public offering, netting another $1,084,000. The Companys ability to continue its operations and pursue the realization of its business plan is dependent upon its ability to raise additional capital. Management currently anticipates that the Company will need to raise additional funds through issuances of debt or equity securities until such time that it is able to generate revenue and operating cash flow through the execution of its business plan. Although Management believes that the Company has access to capital resources, the Company has not secured any commitments for new financing at this time. Management cannot provide any assurance that the Company will be successful in its efforts to obtain new financing through placements of debt or equity securities, or complete its product development and launch in time to generate sufficient revenues to offset expenses before exhausting its cash reserves. If the Company is unable to raise sufficient financing, it could be required to undertake initiatives to conserve its capital resources, including delaying or suspending the development of its technology. These matters raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments to the carrying amounts of its assets or liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
SUBSEQUENT EVENTS | Consulting Agreements On July 1, 2015, the Company engaged Dirk Kemmstedt to provide sales, marketing and distribution consulting services over a six-month period for $55,000. The fee is payable in monthly installments of $9,167 per month. On July 1, 2015, the Company engaged Doug Pletcher to provide business planning and development consulting services over a one-year period at a fee of $100 per hour. The fee is payable on a monthly basis. Office Lease On July 8, 2015, the Company entered into a commercial building lease agreement with Sugar Oak Kimball Royal, LLC. The thirty-six month lease, having commenced on or about August 1, 2015 provides for the lease by the Company of approximately 2,358 square feet of space in Alpharetta, GA. Base annual rent is initially set at approximately $2,750 per month. Total base rent payable over the lease period is $102,573. ComDel Manufacturing, Development and Services Contract On July 8, 2015, the Company entered into a manufacturing agreement with ComDel Innovation, Inc. (ComDel). The terms of the service contract state ComDel is to manufacture, assemble and test the Companys Streamline IV Suspension System (IV Poles), the patented product acquired in the Streamline acquisition, and to develop future product line extensions of the IV Suspension System. European distribution agreement On July 14, 2015, the Company and Technology Consult Berlin GmbH (TCB) entered into a non-exclusive distribution center agreement (the Agreement) pursuant to which TCB shall manage and coordinate the products which the Company exports to the European Union, including the Companys patented DenerveX System. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Summary Of Significant Accounting Policies Policies | |
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | These consolidated financial statements include the accounts of MedoveX Corp. and its wholly-owned subsidiary, Streamline. All intercompany accounts and transactions have been eliminated in consolidation. |
UNAUDITED INTERIM RESULTS | The accompanying consolidated balance sheet as of June 30, 2015, consolidated statements of operations for the three and six months ended June 30, 2014 and 2015, statements of changes in stockholders equity for the six months ended June 30, 2015 and the statements of cash flows for the six months ended June 30, 2015 and 2014 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments which included only normal recurring adjustments, necessary to present fairly the Companys financial position and results of operations and cash flows for the three and six months ended June 30, 2015. The financial data and other information disclosed in the notes to the consolidated financial statements related to the three and six month periods are unaudited. The results for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other interim period or for any future year. |
USE OF ESTIMATES | In preparing the financial statements, generally accepted accounting principles in the United States (U.S. GAAP) requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. The Companys significant estimates currently include the fair value, useful life and carrying amount of its patented technology, the deferred income tax asset and the related valuation allowance, and the fair value of its share based payment arrangements. For those estimates that are sensitive to the outcome of future events, actual results could differ from those estimates. |
CASH | The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Companys cash balances at December 31, 2014 and June 30, 2015 consists of funds deposited in checking accounts with commercial banks. |
CONCENTRATION OF CREDIT RISK | Financial instruments, which potentially subject the Company to concentrations of credit risk, consist solely of cash. At times throughout the year, the Company may maintain certain bank account balances in excess of FDIC insured limits. At December 31, 2014 and June 30, 2015, the Company had cash deposits that exceeded federally insured deposit limits. The Company believes that its funds are deposited in high credit quality financial institutions. The Company has not experienced any losses in such accounts to date and believes it is not exposed to any significant credit risk associated with its cash deposits. |
PROPERTY AND EQUIPMENT | Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets, generally three to five years. Repairs and maintenance are expensed as incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. |
RESEARCH AND DEVELOPMENT | Research and development costs are expensed as incurred. |
ADVERTISING | The Company expenses all advertising costs as incurred. No advertising costs were incurred for the three and six months ended June 30, 2014. For the three and six months ended June 30, 2015, advertising costs were approximately $7,000 and $11,000, respectively. |
STOCK-BASED COMPENSATION | The Company accounts for stock-based compensation in accordance with the Financial Accounting Standard Boards Accounting Standards Codification ASC 718 Compensation Stock Compensation (ASC 718). ASC 718 addresses all forms of share-based payment (SBP) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. |
INCOME TAXES | The Company accounts for income taxes under ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The standard under ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2014, and June 30, 2015 the Company does not have a liability for unrecognized tax uncertainties. The Companys policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. As of June 30, 2015, the Company has not incurred any interest or penalties relating to uncertain tax positions. |
LOSS PER SHARE | Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are anti- |
BUSINESS COMBINATIONS | The Company completed an acquisition on March 25, 2015. This transaction was recorded using guidelines provided by ASC 805, Business Combinations |
INVENTORY | Inventory consists of finished goods units for sale of the Streamline IV Suspension System (IV Poles). Inventory is valued at the lower of cost or market, using the firstin, first-out (FIFO) method. The Company does not believe any inventory reserve is required as of June 30, 2015. |
INTANGIBLE ASSETS | The Company does not amortize intangible assets with indefinite useful lives. Such assets are required to be tested for impairment at least annually, or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company performs its intangible asset impairment tests in the fourth quarter of each year. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property And Equipment Tables | |
Property and equipment, net | Useful Life June 30, 2015 December 31, 2014 Furniture and fixtures 5 years $ 17,888 $ 16,016 Computers and software 3 years 15,020 11,587 32,908 27,602 Less accumulated depreciation (6,337 ) (3,153 ) Total $ 26,571 $ 24,450 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Assets and liabilities assumed | Assets acquired Cash $ 245,174 Inventory 1,878 Other assets 165 Patent acquired from Streamline 10,155,645 Total assets acquired 10,330,396 Liabilities assumed Accounts payable 301,940 Accrued liabilities 6,018 Notes Payable 259,938 Total 567,896 Net assets acquired $ 9,834,966 |
Pro forma effect | Three Months Ended March 31, 2015 As Adjusted Previously Reported Net Loss $ (1,798,630 ) $ (1,454,442 ) Basic and diluted net loss per common share $ (0.19 ) $ (0.16 ) Basic and diluted weighted average common shares outstanding 9,381,175 9,381,175 For the period ended March 31, 2015 As Adjusted Previously Reported Investment in Streamline $ 10,155,645 $ 10,499,832 Accumulated deficit $ 5,408,995 $ 5,064,807 |
Pro Form adjustment | Three Months Ended Six Months Ended Three Months Ended Six Months Ended June 30, 2014 June 30, 2014 June 30, 2015 June 30,2015 Pro Forma Revenues $ - $ - $ - $ - Pro Forma Net Loss (783,608 ) (1,423,810 ) (2,080,505 ) (3,532,273 ) Loss per Share $ (0.09 ) $ (0.18 ) $ (0.21 ) $ (0.43 ) |
ORGANIZATION AND SIGNIFICANT 24
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2015 | |
State of incorporation | Nevada |
Date of incorporation | Jul. 30, 2013 |
Debride [Member] | |
State of incorporation | Florida |
Date of incorporation | Oct. 1, 2012 |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Notes to Financial Statements | ||||
Advertising costs | $ 7,000 | $ 0 | $ 11,000 | $ 0 |
Antidilutive shares | 235,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Property and equipment | $ 32,908 | $ 27,602 |
Less accumulated depreciation | (6,337) | (3,153) |
Property and Equipment, net | 26,571 | 24,450 |
Furniture and Fixtures [Member] | ||
Property and equipment | $ 17,888 | 16,016 |
Useful Life | 5 years | |
Software Development [Member] | ||
Property and equipment | $ 15,020 | $ 11,587 |
Useful Life | 3 years |
PROPERTY AND EQUIPMENT (Detai27
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Property And Equipment Details Narrative | ||||
Depreciation expense | $ 1,700 | $ 386 | $ 3,184 | $ 679 |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Jan. 27, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | May. 08, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Equity Transactions Details Narrative | ||||||
Stock based compensation, shares | 125,000 | 50,000 | ||||
Exercise price | $ 5.99 | $ 3.61 | ||||
Compensation expense | $ 33,972 | $ 55,984 | $ 10,572 | $ 125,580 | $ 103,361 | $ 18,072 |
Unrecognized stock-based compensation | $ 581,000 | |||||
Weighted average period | 2 years 10 months 24 days |
ACQUISITIONS - Assets and liabi
ACQUISITIONS - Assets and liabilities assumed (Details) | Jun. 30, 2015USD ($) |
Assets acquired | |
Cash | $ 245,174 |
Inventory | 1,878 |
Other assets | 165 |
Patent acquired from Streamline | 10,155,645 |
Total assets acquired | 10,330,396 |
Liabilities assumed | |
Accounts payable | 301,940 |
Accrued liabilities | 6,018 |
Notes Payable | 259,938 |
Total | 567,896 |
Net assets assumed | $ 9,834,966 |
ACQUISITIONS - Pro forma effect
ACQUISITIONS - Pro forma effect (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Acquisition Pro Forma | |||||
Net Loss | $ (783,608) | $ (2,080,505) | $ (1,423,810) | $ (3,532,273) | |
Basic net loss per common share | $ (.09) | $ (.21) | $ (.18) | $ (.43) | |
Pro Forma | |||||
Pro Forma Revenues | |||||
Pro Forma Net Loss | $ (783,608) | $ (2,080,505) | $ (1,423,810) | $ (3,532,273) | |
Loss per Share | $ (.09) | $ (.21) | $ (.18) | $ (.43) | |
Scenario, Adjustment [Member] | |||||
Business Acquisition Pro Forma | |||||
Net Loss | $ (1,798,630) | ||||
Basic net loss per common share | $ (.19) | ||||
Diluted net loss per common share | $ (.19) | ||||
Basic weighted average common shares outstanding | 9,381,175 | ||||
Diluted weighted average common shares outstanding | 9,381,175 | ||||
Pro Forma | |||||
Pro Forma Net Loss | $ (1,798,630) | ||||
Loss per Share | $ (.19) | ||||
Scenario, Previously Reported [Member] | |||||
Business Acquisition Pro Forma | |||||
Net Loss | $ (1,454,442) | ||||
Basic net loss per common share | $ (.16) | ||||
Diluted net loss per common share | $ (.16) | ||||
Basic weighted average common shares outstanding | 9,381,175 | ||||
Diluted weighted average common shares outstanding | 9,381,175 | ||||
Pro Forma | |||||
Pro Forma Net Loss | $ (1,454,442) | ||||
Loss per Share | $ (.16) |
ACQUISITIONS - Pro Form adjustm
ACQUISITIONS - Pro Form adjustment (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Proforma effect | |||
Accumulated deficit | $ (6,928,372) | $ (3,610,365) | |
Scenario, Previously Reported [Member] | |||
Proforma effect | |||
Investment in Streamline | $ 10,155,645 | ||
Accumulated deficit | 5,408,995 | ||
Scenario, Adjustment [Member] | |||
Proforma effect | |||
Investment in Streamline | 10,499,832 | ||
Accumulated deficit | $ 5,064,807 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Jun. 30, 2015USD ($) |
Future minimum lease payments | |
December 31, 2015 | $ 1,800 |
December 31, 2016 | 2,600 |
December 31, 2017 | 2,600 |
December 31, 2018 | $ 800 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 04, 2015 | Jan. 19, 2015 | Feb. 24, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Purchase order | $ 202,161 | $ 206,850 | ||||||
Lease expense | $ 6,900 | $ 6,000 | $ 1,400 | $ 12,000 | ||||
Shares issuable | 1,875,000 | 1,875,000 | ||||||
Shares issuable requested | 1,648,852 | 1,648,852 | ||||||
Shares in escrow | 20,000 | 20,000 | ||||||
Andrews [Member] | ||||||||
Royalty rate | 25.00% | |||||||
Laidlaw & Company Ltd. [Member] | ||||||||
Advisory services fee | $ 125,000 | |||||||
Lease expense | 400 | |||||||
MinimumMember | ||||||||
Consulting fee | 35,000 | $ 10,000 | ||||||
Advisory services fee | 31,250 | |||||||
Employment compensation agreement | $ 834,000 | |||||||
Lease expense | $ 2,750 |
LONG TERM LIABILITIES (Details
LONG TERM LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Long term notes | $ 250,580 | $ 0 | $ 250,580 | $ 0 | |
Payment of interest | $ 2,000 | $ 0 | 2,000 | $ 0 | |
Note $135K [Member] | |||||
Long term note issued | 135,000 | ||||
Periodic payment | $ 5,700 | ||||
Interest rate | 5.00% | ||||
Note $125K [Member] | |||||
Long term note issued | $ 125,000 | ||||
Periodic payment | $ 5,700 | ||||
Interest rate | 5.00% |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Related-party Transactions Details Narrative | ||||
Aviation expense | $ 10,000 | $ 0 | $ 10,000 | $ 11,000 |
Rent expense | 6,900 | 6,000 | 1,400 | 12,000 |
Consulting expense | $ 105,000 | $ 30,000 | $ 210,000 | $ 60,000 |
RESEARCH AND DEVELOPMENT (Detai
RESEARCH AND DEVELOPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Research and Development expenses | $ 328,023 | $ 214,604 | $ 633,525 | $ 347,150 |
DEVICIX PROTOTYPE MANUFACTURING AGREEMENT [Member] | ||||
Research and Development expenses | 80,000 | 275,000 | 236,000 | 161,000 |
Accounts payable | 13,500 | 13,500 | ||
DEVICIX GENERATOR MANUFACTURING AGREEMENT [Member] | ||||
Research and Development expenses | 78,000 | 0 | 96,000 | 0 |
NORTECH MANUFACTURING AGREEMENT [Member] | ||||
Research and Development expenses | $ 86,000 | $ 0 | $ 173,000 | $ 0 |
LIQUIDITY, GOING CONCERN AND 37
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Liquidity Going Concern And Managements Plans Details Narrative | ||||
Net loss | $ 1,860,824 | $ 700,106 | $ 3,318,007 | $ 1,257,281 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Aug. 04, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Aug. 12, 2015 | |
Rent expense | $ 6,900 | $ 6,000 | $ 1,400 | $ 12,000 | ||
Future rental expense | $ 102,573 | |||||
MinimumMember | ||||||
Rent expense | $ 2,750 | |||||
Kemmstedt [Member] | ||||||
Consultant fees | 55,000 | |||||
Kemmstedt [Member] | MinimumMember | ||||||
Consultant fees | 9,167 | |||||
Pletcher [Member] | MinimumMember | ||||||
Consultant fees | $ 100 |