Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 19, 2016 | |
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, 2016 | |
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 | 11,357,298 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 288,135 | $ 1,570,167 |
Prepaid expenses | 127,764 | 169,253 |
Current assets held for sale | 1,878 | 35,509 |
Total Current Assets | 417,777 | 1,774,929 |
Property and Equipment, Net | 24,980 | 23,724 |
Deposits | 2,751 | 2,751 |
Goodwill | 6,455,645 | |
Noncurrent Assets Held for Sale | 1,500,986 | 3,274,685 |
Total Assets | 1,946,494 | 11,531,734 |
Current Liabilities | ||
Accounts payable | 181,347 | 278,309 |
Accrued liabilities | 164,433 | 92,634 |
Interest payable | 7,490 | |
Notes payable | 24,536 | 76,586 |
Current liabilities held for sale | 128,686 | 134,859 |
Total Current Liabilities | 499,002 | 589,878 |
Long-Term Liabilities | ||
Convertible debt | 753,914 | |
Noncurrent liabilities held for sale | 134,613 | 164,726 |
Deferred Rent | 1,083 | 491 |
Total Long-Term Liabilities | 135,696 | 919,131 |
Total Liabilities | 634,698 | 1,509,009 |
Stockholders' Equity | ||
Preferred stock - $.001 par value: 500,000 shares authorized, no shares outstanding | ||
Common stock - $.001 par value: 49,500,000 shares authorized, 13,057,476 and 11,256,175 shares issued at June 30, 2016 and December 31, 2015, respectively, 12,855,423 and 11,048,203 shares outstanding at June 30, 2016 (unaudited) and December 31, 2015, respectively | 13,057 | 11,256 |
Additional paid-in capital | 22,818,251 | 20,164,911 |
Due from Stockholder | (10,000) | (20,000) |
Accumulated deficit | (21,509,512) | (10,133,442) |
Total Stockholders' Equity | 1,311,796 | 10,022,725 |
Total Liabilities and Stockholders' Equity | $ 1,946,494 | $ 11,531,734 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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 | 13,057,476 | 11,256,175 |
Common stock, shares outstanding | 12,855,423 | 11,048,203 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Unaudited Consolidated Statements Of Operations | ||||
Revenues | ||||
Operating Expenses | ||||
General and administrative | 1,100,082 | 1,389,111 | 2,150,961 | 2,525,531 |
Sales and marketing | 40,496 | 7,000 | 61,768 | 11,000 |
Research and development | 233,303 | 284,543 | 376,486 | 589,265 |
Depreciation and amortization | 2,046 | 1,700 | 4,009 | 3,200 |
Impairment of goodwill | 6,455,645 | 6,455,645 | ||
Impairment loss | 1,584,048 | 1,584,048 | ||
Total Operating Expenses | 9,415,620 | 1,682,354 | 10,632,917 | 3,128,996 |
Operating Loss | (9,415,620) | (1,682,354) | (10,632,917) | (3,128,996) |
Other Expenses | ||||
Interest expense | 344,093 | |||
Total Other Expenses | 344,093 | |||
Loss from Continuing Operations | (9,415,620) | (1,682,354) | (10,977,010) | (3,128,996) |
Discontinued Operations | ||||
Loss from discontinued operations | 128,163 | 178,470 | 399,060 | 189,011 |
Total Loss from Discontinued Operations | (128,163) | (178,470) | (399,060) | (189,011) |
Net Loss | $ (9,543,783) | $ (1,860,824) | $ (11,376,070) | $ (3,318,007) |
Basic and diluted net loss per common share from continuing operations | $ (0.72) | $ (0.17) | $ (0.89) | $ (0.32) |
Basic and diluted net loss per common share from discontinued operations | (0.01) | (0.02) | (0.03) | (0.02) |
Basic and diluted net loss per common share | $ (0.73) | $ (0.19) | $ (0.92) | $ (0.34) |
Basic and diluted weighted average common shares outstanding | 13,057,476 | 10,006,175 | 12,340,839 | 9,693,675 |
UNAUDITED CONSOLIDATED STATEME5
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 2016 - USD ($) | Common Stock | Additional Paid-In Capital | Due From Stockholder | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2015 | 11,256,175 | ||||
Beginning Balance, Amount at Dec. 31, 2015 | $ 11,256 | $ 20,164,911 | $ (20,000) | $ (10,133,442) | $ 10,022,725 |
Conversion of promissory note on January 25, 2016, Shares | 552,041 | ||||
Conversion of promissory note on January 25, 2016, Amount | $ 552 | 1,071,961 | 1,072,513 | ||
Warrant price modification on January 25, 2016 | 18,050 | 18,050 | |||
Warrant price modification on February 16, 2016 | 7,670 | 7,670 | |||
Repayment of due from stockholder through forgone director fees | 10,000 | 10,000 | |||
Issuance of common stock in private placement, completed in April 2016, net offering costs, at $1.15 per share pursuant to a private placement dated April 19, 2016, Shares | 1,002,195 | ||||
Issuance of common stock in private placement, completed in April 2016, net offering costs, at $1.15 per share pursuant to a private placement dated April 19, 2016, Amount | $ 1,002 | 660,737 | 661,739 | ||
Issuance of warrants in private placement, completed in April 2016, net offering costs, at $1.30 per share pursuant to a private placement dated April 19, 2016, Amount | 307,451 | 307,451 | |||
Issuance of common stock in private placement, completed in April 2016, net offering costs, at $1.15 per share pursuant to a private placement dated April 29, 2016, Shares | 209,565 | ||||
Issuance of common stock in private placement, completed in April 2016, net offering costs, at $1.15 per share pursuant to a private placement dated April 29, 2016, Amount | $ 209 | 139,698 | 139,907 | ||
Issuance of warrants in private placement, completed in April 2016, net offering costs, at $1.30 per share pursuant to a private placement dated April 29, 2016, Amount | 67,172 | 67,172 | |||
Issuance of common stock in exchange for consulting services on May 3, 2016, Shares | 37,500 | ||||
Issuance of common stock in exchange for consulting services on May 3, 2016, Amount | $ 38 | 47,962 | 48,000 | ||
Stock based compensation | 332,639 | 332,639 | |||
Net loss | (11,376,070) | (11,376,070) | |||
Ending Balance, Shares at Jun. 30, 2016 | 13,057,476 | ||||
Ending Balance, Amount at Jun. 30, 2016 | $ 13,057 | $ 22,818,251 | $ (10,000) | $ (21,509,512) | $ 1,311,796 |
UNAUDITED CONSOLIDATED STATEME6
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (11,376,070) | $ (3,318,007) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 4,137 | 3,200 |
Amortization of intangibles | 189,522 | |
Amortization of debt discount | 246,086 | |
Debt conversion expense | 68,694 | |
Impairment loss | 1,584,048 | |
Goodwill impairment loss | 6,455,645 | |
Stock based compensation | 332,639 | 103,361 |
Straight-line rent adjustment | 592 | |
Non-cash investor relations fees | 48,000 | |
Non-cash directors fees | 10,000 | |
Adjustment of fair value of warrant modification | 25,720 | |
Changes in operating assets and liabilities, net of effects of acquisition: | ||
Accounts receivable | 33,045 | |
Prepaid expenses | 42,075 | 26,934 |
Accounts payable | (96,962) | (284,279) |
Interest payable | (3,670) | |
Accrued liabilities | 64,116 | 85,771 |
Net Cash Used in Operating Activities | (2,372,383) | (3,383,036) |
Cash Flows from Investing Activities | ||
Acquisition of Streamline, Inc., net of cash received | (1,152,292) | |
Expenditures for property and equipment | (5,265) | (5,305) |
Net Cash Used in Investing Activities | (5,265) | (1,157,597) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock, net of offering costs | 1,176,270 | |
Principal payments under note payable obligation | (80,654) | (9,358) |
Proceeds from issuance of common stock from underwriters' overallotment | 1,084,136 | |
Net Cash Provided by Financing Activities | 1,095,616 | 1,074,778 |
Net Decrease in Cash | (1,282,032) | (3,465,855) |
Cash - Beginning of period | 1,570,167 | 6,684,576 |
Cash - End of period | 288,135 | 3,218,721 |
Non-cash investing and financing activities | ||
Issuance of common stock for acquisition of Streamline | 8,437,500 | |
Repayment of due from stockholder through forgone director fees | 10,000 | |
Issuance of common stock for investor relations services | 48,000 | |
Conversion of note and accrued interest to common stock | 1,072,513 | |
Non-cash investing and financing activities | $ 1,130,513 | $ 8,437,500 |
ORGANIZATION AND SIGNIFICANT AC
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
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 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) and 510(k) exempt products for use in the medical field. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
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 sheets as of June 30, 2016, consolidated statements of operations for the three and six months ended June 30, 2016 and 2015, statement of changes in stockholders’ equity for the six months ended June 30, 2016 and the statements of cash flows for the six months ended June 30, 2016 and 2015 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 normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2016 and results of operations and cash flows for the three and six months ended June 30, 2016 and 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, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or for any future year. The accompanying unaudited consolidated financial statements have been prepared based upon SEC rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, please refer to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. These financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring accruals and other items. 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 Company’s significant estimates include the fair value, useful life, carrying amount and impairment 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 Company’s cash balances at June 30, 2016 and December 31, 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, 2015 and June 30, 2016, 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. Goodwill And Purchased Intangible Assets Goodwill is reviewed for impairment annually on December 31st or more frequently if changes in circumstances or the occurrence of events suggest impairment exists using a two-step process. In step 1, the fair value of each reporting unit is compared to its carrying value, including goodwill. If the fair value exceeds the carrying value, no further work is required and no impairment loss is recognized. If the carrying value exceeds the fair value, the goodwill of the reporting unit is potentially impaired and the Company would then complete step 2 in order to measure the impairment loss. In step 2, the Company would calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets (including unrecognized intangible assets) of the reporting unit from the fair value of the reporting unit. If the implied fair value of goodwill is less than the carrying value of goodwill, the Company would recognize an impairment loss, in the period identified, equal to the difference. See Note 11. Other intangible assets consist of developed technology and a trademark. The Company reviews intangible assets for impairment as changes in circumstances or the occurrence of events suggest the remaining value may not be recoverable. See Note 11. Amortization on the intangibles is provided on a straight-line basis over the estimated useful lives of the assets as follows: Trademark 5 years Developed technology 7 years Fair Value Measurements We measure certain non-financial assets at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. We use the fair value measurement framework to value these assets and report the fair values in the periods in which they are recorded or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: • Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; • Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and • Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. We may also engage external advisors to assist us in determining fair value, as appropriate. 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. Leases The Company recognizes rent expense on a straight-line basis over the lease term. The lease term commences on the date that the Company takes possession of or controls the physical use of the property. Deferred rent is included in non-current liabilities on the consolidated balance sheet. Research and Development Research and development costs are expensed as incurred. Advertising The Company expenses all advertising costs as incurred. For the three and six months ended June 30, 2016, advertising costs were approximately $40,000 and $62,000, respectively. 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 ASC 718, Stock Compensation. 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 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, 2015, and June 30, 2016 the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. As of June 30, 2016, the Company has not incurred any interest or penalties relating to uncertain tax positions. The Company’s evaluation was performed for the tax years ending December 31, 2015, 2014 and 2013, which remain subject to examination by major tax jurisdictions as of June 30, 2016. The Company does not have any tax years that are no longer subject to U.S. federal, state, and local, or non-US income tax examinations. 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 Refer to Note 4 for the summary of the purchase price allocation based on the completion of the valuation of the assets and liabilities assumed. Discontinued Operations As more fully described in Note 10, in May 2016, management has been authorized to locate a buyer for Streamline Inc., the Company’s wholly owned subsidiary acquired in March 2015, by the Board of Directors. Streamline’s assets and liabilities have been reclassified as held for sale for all periods presented and the results of operations have been classified as discontinued operations for all periods presented. See Note 9. Reclassification Some items in the prior period financial statements were reclassified to conform to the current period presentation. Reclassifications had no effect on prior period net income or shareholders’ equity. Recently issued accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers” (ASU 2014-09) that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 15, 2017 and interim periods therein and requires expanded disclosures. The Company is currently assessing the impact the adoption of ASU 2014-09 will have on its consolidated financial statements. In November 2015, FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2015-17 will have on its consolidated financial statements. In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
PROPERTY AND EQUIPMENT | Property and equipment, net, consists of the following: Useful Life June 30, 2016 December 31, 2015 Furniture and fixtures 5 years $ 20,403 $ 17,271 Computers and software 3 years 18,237 16,275 38,640 33,546 Less accumulated depreciation (13,660 ) (9,822 ) Total $ 24,980 $ 23,724 Depreciation expense amounted to $2,046 and $4,009, respectively, for the three and six months ended June 30, 2016. Depreciation expense amounted to $1,700 and $3,200, respectively, for the three and six months ended June 30, 2015. |
ACQUISITION
ACQUISITION | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
ACQUISITION | 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. The Company incurred approximately $344,000 in acquisition related legal fees. Per the approved Agreement and Plan of Merger with Streamline, the Company was 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, 2016, the Company had received transmittal letters from Streamline shareholders representing 1,673,377 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 StreamlineÂ’s 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 $128,000 and $399,000, respectively, has been funded for the three and six month periods ended June 30, 2016. $178,000 and $189,000, respectively, was funded for the three and six month periods ended June 30, 2015. The $750,000 working capital funding commitment has been fully satisfied as of June 30, 2016. 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 allocation of the fair value of Streamline. Assets acquired Cash $ 245,174 Inventory 1,878 Other assets 165 Developed technology 3,000,000 Trademark 700,000 Goodwill 6,455,645 Total assets acquired 10,402,862 Liabilities assumed Accounts payable 301,940 Accrued liabilities 6,018 Notes Payable 259,938 Total 567,896 Net assets acquired $ 9,834,966 |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
EQUITY TRANSACTIONS | PRIVATE Placement In April 2016, the Company entered into a unit purchase agreement with selected accredited investors whereby the Company had the right to sell in a private placement a minimum of $1,000,000 and up to a maximum of $2,000,000 of units. Each unit had a purchase price of $100,000 and consisted of (i) 86,957 shares of the Company’s common stock, par value $0.001 per share at a purchase price of $1.15 per share, and (ii) a warrant to purchase 43,478 shares of common stock. Each warrant has an exercise price of $1.30 per share and is exercisable six months following the date of issuance for a period of five (5) years from the date of issuance. The offering resulted in gross proceeds of $1,398,034 and resulted in the issuance of an aggregate of 1,211,760 shares of common stock and warrants to purchase 605,829 shares. The Placement Agent collected an aggregate of approximately $222,000 in total fees related to the offering and was also issued warrants to purchase an aggregate of 181,992 shares. Stock-Based Compensation On April 14, 2016, we entered into a two month business advisory and investor relations consulting agreement for the purpose of creating market awareness of the Company. The Company paid $60,000 per month for the two month period and issued 37,500 common shares as part of the consulting fee agreement. The closing price of the Company’s stock on April 28, 2016, the day the shares were issued, was $1.28 per share. 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. 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 6, 2016, the Board of Directors authorized the Company to issue options to purchase an aggregate of 214,900 shares 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 years after the grant date. The options issued are exercisable at a price of $0.95, which is equal to the market value of the common stock on the date of the grant. We utilize the Black-Scholes valuation method to recognize compensation expense over the vesting period. The expected life represents the period that our stock-based compensation awards are expected to be outstanding. We use a simplified method provided in Securities and Exchange Commission release, Staff Accounting Bulletin No. 110, The significant assumptions used to estimate the fair value of the equity awards granted are; Grant date January 6, 2016 Weighted Fair value of options granted $ 0.67 Expected term (years) 6 Risk-free interest rate 1.82 % Volatility 83 % Dividend yield None For the three and six months ended June 30, 2016, the Company recognized approximately $262,000 and $333,000, respectively, as compensation expense with respect to the stock options. For the three and six months ended June 30, 2015, the Company recognized approximately $56,000 and $103,000, respectively, as compensation expense with respect to the stock options. Stock Option Activity As of June 30, 2016, there were 372,425 shares of time-based, non-vested stock options. As of June 30, 2016 there was approximately $491,000 of total unrecognized stock-based compensation related to these non-vested stock options. That expense is expected to be recognized on a straight-line basis over a weighted average period of 2.28 years. The following is a summary of stock option activity at June 30, 2016: Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Aggregate Intrinsic Value Outstanding at 12/31/2015 380,000 $ 3.95 9.1 $ -- Granted 214,900 $ 0.95 9.5 $ -- Exercised -- -- -- $ -- Cancelled -- -- -- $ -- Outstanding at 6/30/2016 594,900 $ 2.87 8.9 $ -- Exercisable at 6/30/2016 209,975 $ 2.87 8.7 $ -- |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2016 | |
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 Company’s principal business location plus utilities cost (see “Related Party Transactions”) on a monthly basis. Rent expense and utility costs paid to TAG Aviation amounted to approximately $7,500 and $15,000, respectively for the three and six months ended June 30, 2016. 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. 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 August 1, 2015, provides for the lease by the Company of approximately 2,358 square feet of space in Alpharetta, GA. Total lease expense for the three and six months ended June 30, 2016 was approximately $8,250 and $16,500, respectively, related to this lease. Future minimum lease payments under this rental agreement are approximately as follows: For the year ended: December 31, 2016 $ 16,500 December 31, 2017 35,000 December 31, 2018 21,000 $ 72,500 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, 2016 was approximately $700 and $1,400, respectively. 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: For the year ended : December 31, 2016 $ 1,300 December 31, 2017 2,600 December 31, 2018 800 $ 4,700 Purchase Orders The Company had approximately $456,000 and $484,000, respectively, at June 30, 2016 and December 31, 2015, in outstanding purchase order obligations related to the research and development build of the DenerveX device to Nortech and Bovie Inc. 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. The agreement was subsequently extended and increased to $35,000 per month in 2015. Effective January 1, 2016, the fee was modified to $5,000 per month through June 30, 2016. The agreement was extended to January 18, 2017. See Note 16. 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. Effective January 1, 2016, this consulting agreement was modified to decrease the monthly compensation to $5,000 through June 30, 2016. 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 Company’s termination of an executive’s 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 executive’s 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. 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 Company’s 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. This service contract was cancelled was the decision was made by the board of directors to authorize management to seek a buyer for Streamline. Generator development agreement In November 2014, the Company executed an agreement with Bovie, Inc. to develop an electrocautery generator that would be used exclusively with the DenerveX System. The Company is obligated to reimburse Bovie up to $295,000 under this agreement for development of the generator. For the three and six months ended June 30, 2016, the Company paid approximately $24,000 under this agreement. For the three and six months ended June 30, 2015, the Company paid approximately $19,000 and $78,000, respectively, under this agreement. |
LONG TERM LIABILITIES
LONG TERM LIABILITIES | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
LONG TERM LIABILITIES | Finance Agreement The Company entered into a commercial insurance premium finance and security agreement in December 2015. The agreement finances the Company’s annual D&O insurance premium. Payments are due in quarterly installments of approximately $26,033 and carry an annual percentage interest rate of 4.65%. The Company had an outstanding balance of approximately $25,000 at June 30, 2016 related to the agreement. Convertible Debt On November 9, 2015, the Company issued a convertible promissory note to Steve Gorlin, a director and the father of Jarrett Gorlin, the Company’s CEO, for the principal amount of up to $2,000,000. The loan principal was to be advanced in two installments of $1,000,000 each, the first installment being made upon execution of the promissory note and the second installment to be made by March 1, 2016. The Convertible Note provided that the principal and accrued but unpaid interest could be converted into common stock at $2 per share. The outstanding principal was to earn interest at a rate of 5.5% per annum and was to be paid quarterly. The Company also issued a 3 year warrant to Mr. Steve Gorlin to purchase 500,000 shares of common stock at $2.20 per share (see Note 8). On January 25, 2016, the Company entered into a modification agreement (the “Modification Agreement”) with Mr. Steve Gorlin. Mr. Gorlin agreed to immediately convert the promissory note into an aggregate of 571,429 shares of its Common Stock, eliminating the Company’s $1,000,000 debt obligation and any accrued interest in exchange for amending the conversion price of the promissory note from $2.00 per share to $1.75 per share. Additionally, Mr. Gorlin also agreed to acquire 571,429 additional shares of Common Stock at a price of $1.75 per share for a total purchase price of $1,000,000 within two months from the date of the agreement. The January 25, 2016 modification agreement also amended the exercise price of the warrant issued to Mr. Gorlin on November 9, 2015 from $2.20 per share to $2.00 per share (see note 8). On February 16, 2016, the Company and Steve Gorlin entered into an Amendment to the Modification Agreement in order to reduce the amount of shares of Common Stock that Mr. Gorlin was to receive upon the conversion of the $1,000,000 promissory note from 571,429 ($1.75 per share) shares to 552,041 ($1.81 per share) shares. In consideration for reducing the amount of shares of common stock that he was to receive, the Company agreed to reduce the exercise price of Steven Gorlin’s 500,000 share warrant from $2.00 per share to $1.825 per share (see Note 8). This amendment to the Modification Agreement was made to address certain concerns of the NASDAQ. On March 15 th , the Board of Directors approved a second amendment to the Modification Agreement. The date for making the second installment of $1,000,000 was extended to November 1, 2016. Additionally, the language in the Note was changed to clarify that the consideration received by the Company on the first installment was in the form of $970,000 cash and $30,000 in directors’ fees due to Mr. Steve Gorlin. The $30,000 in directors’ fees was recorded as a reduction in equity and is expensed as earned. $10,000 of directors fees were earned in 2015 after issuance of the note. For the three and six months ended June 30, 2016, $5,000 and $10,000, respectively, of directors’ fees were earned by Mr. Gorlin to reduce the balance outstanding to $10,000. The Company originally recorded both the convertible debt and the accompanying warrant on a relative fair value basis of approximately $715,000 and $285,000, respectively. The closing price of the Company’s stock on the day prior to issuing the convertible debt was $1.75 per share. See Note 8 for the inputs used to value the warrant as of the respective issue date. Steve Gorlin was also granted piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Note and upon exercise of the warrants. |
COMMON STOCK WARRANT
COMMON STOCK WARRANT | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
COMMON STOCK WARRANT | As described in Note 7, on November 9, 2015, the Company issued a warrant to Steve Gorlin to purchase 500,000 shares of common stock at an exercise price of $2.20 as additional incentive for making the loan. The warrant is exercisable for up to three years from the date of issuance. The fair value of the warrant at the date of issuance was determined to be approximately $398,000 using the Black-Scholes-Merton valuation technique and, based on the relative fair value of both the convertible debt and the warrant, was recorded at approximately $715,000 and $285,000, respectively. Fair value measurement valuation techniques, to the extent possible, should maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s fair value measurements of the warrant are designated as Level 1 since all of the significant inputs were observable, and quoted prices were available for the four comparative companies in an active market. The inputs used to value the warrant as of the respective issue date are as follows: · The market price of the Company’s stock on November 9, 2015 of $1.71 · Exercise price of the warrant: $2.20 · Life of the warrant: 3 years · Risk free return rate: 1.27% · Annualized volatility rate of four comparative companies: 81% As more fully described in Note 7, the Company entered into two modification agreements with Steve Gorlin related to the convertible debt. Both of the modification agreements amended the exercise price of the warrant issued to Mr. Gorlin. The inputs used to value the warrants as of the January 25, 2016 modification dates are as follows: · The market price of the Company’s stock of $1.32 · Revised exercise price: $2.00 · Life of warrant: 3 years · Risk free return rate: 1.11% · Annualized volatility rate of four comparative companies: 99.66% The inputs used to value the warrants as of the February 16, 2016 modification dates are as follows: · The market price of the Company’s stock of $1.43 · Revised exercise price: $1.825 · Life of warrant: 3 years · Risk free return rate: 0.93% · Annualized volatility rate of four comparative companies: 100.34% The Company recognized approximately $26,000 in expenses related to the adjustment modifications to the fair value of the warrant for the three and six months ended June 30, 2016. As described in Note 5, the Company issued warrants in connection with the private placement in April 2016. The warrants are exercisable for up to five years after six months following the date of issuance. The fair value of the warrants at the date of issuance were determined to be $314,353 and $69,761, respectively, for the issuance on April 19, 2016 and April 29, 2016. Fair values were determined by using the Black-Scholes-Merton valuation technique and were assigned based on the relative fair value of both the common stock and the warrants issued. The Company’s fair value measurements of the warrants are designated as Level 1 since all of the significant inputs were observable, and quoted prices were available for the four comparative companies in an active market. The inputs used to value the warrants as of the April 19, 2016 issuance date are as follows: · The market price of the Company’s stock on April 19, 2016 of $1.13 · Exercise price of the warrant: $1.30 · Life of the warrant: 5 years · Risk free return rate: 1.26% · Annualized volatility rate of four comparative companies: 75.54% The inputs used to value the warrants as of the April 29, 2016 issuance date are as follows: · The market price of the Company’s stock on April 29, 2016 of $1.28 · Exercise price of the warrant: $1.30 · Life of the warrant: 5 years · Risk free return rate: 1.28% · Annualized volatility rate of four comparative companies: 75.34% The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | In May 2016, the Board of Directors authorized Management to seek buyers for Streamline, Inc., the Company’s wholly owned subsidiary acquired in March 2015. The Company seeks additional funds to complete the development and launch of the Company’s primary product, the DenerveX device, and anticipates the sale to be completed within one year. Selling this business unit could help raise necessary funds to fund continuing operations of the Company in a non-dilutive manner to existing shareholders. Streamlines assets and liabilities have been reclassified as held for sale for all periods presented. The operating results of Streamline are included in discontinued operations for the periods presented. Streamline is immediately available for sale in its present condition. The carrying amounts of the major classes of assets and liabilities of the discontinued operations available for sale are as follows: June 30, 2016 December 31, 2015 Current Assets Inventory $ 1,878 $ 1,878 Accounts receivable, Net -- 33,045 Prepaid expenses -- 586 Total Current Assets 1,878 35,509 Property and Equipment, Net 986 1,114 Trademark, net -- 595,000 Developed Technology, net 1,500,000 2,678,571 Total Assets $ 1,502,864 $ 3,310,194 Current Liabilities Interest payable $ 69,222 $ 69,222 Accrued liabilities -- 7,683 Notes payable 59,464 57,954 Total Current Liabilities 128,686 134,859 Long-Term Liabilities Notes payable, net of current portion 134,613 164,726 Total Liabilities $ 263,299 $ 299,585 The results of the discontinued operations, which represents Streamline’s IV Suspension System (“ISS”), are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenues $ -- $ -- $ -- $ -- Operating Expenses General and administrative 64,797 134,947 144,631 144,708 Research and development 13,318 43,523 59,418 44,303 Depreciation and amortization 47,445 -- 189,652 -- Total Operating Expenses 125,560 178,470 393,701 189,011 Operating Loss (125,560 ) (178,470 ) (393,701 ) (189,011 ) Other Expenses Interest expense 2,603 -- 5,359 -- Total Other Expenses 2,603 -- 5,359 -- Net Loss $ (128,163 ) $ (178,470 ) $ (399,060 ) $ (189,011 ) Cash flows from discontinued operations are as follows: Six Months Ended June 30, 2016 2015 Cash Flows Used in Operating Activities $ (418,605 ) $ (191,345 ) Cash Flows Used in Investing Activities -- (1,286 ) Cash Flows Used in Financing Activities (30,113) 70,109 ) Net Cash Used in Discontinued Operations $ (448,718 ) $ (262,740 ) |
AVAILABLE FOR SALE ASSETS & LIA
AVAILABLE FOR SALE ASSETS & LIABILITIES | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
AVAILABLE FOR SALE ASSETS & LIABILITIES | In connection with the discontinued operations, as discussed in Note 9, the available for sale assets of Streamline Inc. are summarized as follows: June 30, 2016 December 31, 2015 Accounts receivable, net $ -- $ 33,045 Prepaid expenses -- 586 Inventory 1,878 1,878 Property and equipment, net 986 1,114 Developed technology, net 1,500,000 2,678,571 Trademark, net -- 595,000 Total $ 1,502,864 $ 3,310,194 Amortization expense related to the available for sale intangible assets for the three and six months ended June 30, 2016 was approximately $47,000 and $190,000, respectively. Amortization expense related to the available for sale intangible assets for the three and six months ended June 30, 2015 was approximately $142,143. Depreciation expense amounted to $64 and $128, respectively, for the three and six months ended June 30, 2016. Depreciation expense amounted to $43 for the three and six months ended June 30, 2015. There is no expected future amortization of the available for sale intangible assets as of June 30, 2016. As further discussed in Note 9, the recognition of amortization expense related to the available for sale intangible assets ceased in May 2016 when the Board of Directors authorized Management to seek buyers for Streamline. Promissory Notes 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%. Both of the notes have a maturity date of August 1, 2019. The promissory notes had outstanding balances of approximately $194,000 and $223,000, respectively, at June 30, 2016 and December 31, 2015. Expected future payments, including interest, related to the promissory notes as of June 30, 2016, are approximately as follows: For the year ended 2016 $ 34,000 2017 68,000 2018 68,000 2019 42,000 $ 212,000 The Company paid interest expense related to the promissory notes for the three and six months ended June 30, 2016 in the amount of approximately $2,600 and $5,400, respectively. The Company paid interest expense related to the notes for the three and six months ended June 30, 2015 in the amount of approximately $2,000. The Company had unpaid accrued interest in the amount of approximately $69,000 at June 30, 2016 and December 31, 2015 related to the promissory notes. |
IMPAIRMENT OF INTANGIBLE ASSETS
IMPAIRMENT OF INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2016 | |
Impairment Of Intangible Assets | |
IMPAIRMENT OF INTANGIBLE ASSETS | As discussed in Note 2, the Company reviews long-lived assets for impairment whenever events or changes in circumstances or occurrence of events suggest impairment exists in accordance with FASB ASC 360. The Board of Directors decision to seek buyers for Streamline, as discussed in Note 10, As a result of the impairment analysis, the Company determined the carrying value of the developed technology exceeded the calculated fair value. Consequently, the Company recognized a write-down of approximately $1,035,714 related to the developed technology as of June 30, 2016. As a result of the impairment analysis, the Company determined the carrying value of the trademark and goodwill exceeded the calculated fair value. Consequently, impairment losses related to goodwill and the trademark were $6,455,645 and $548,333, respectively, as of June 30, 2016, which resulted in a complete write down of both the assets. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
INCOME TAXES | For the period from February 1, 2013 (inception) to June 30, 2016, 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, 2015 and June 30, 2016, 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, 2015 or June 30, 2016. The Company has not undergone any tax examinations since inception. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
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. Jarrett Gorlin. The Company believes that such aircraft charter is on terms no less favorable then it would receive from a third party. General aviation expenses paid to TAG for the three and six months ended June 30, 2016, were approximately $0 and $9,000, respectively. General aviation expenses paid to TAG for the three and six months ended June 30, 2015, was approximately $10,000. Operating Lease As described in Note 6, 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 utilities cost paid to TAG Aviation amounted to approximately $7,500 and $15,000, respectively, for the three and six months ended June 30, 2016. Rent expense and utilities cost paid to TAG Aviation amounted to approximately $6,900 and $14,000, respectively, for the three and six months ended June 30, 2015. 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 included a $45,000 up-front payment that was non-refundable and $10,000 per month for each month of services provided to the Company under this arrangement. On January 1, 2015, this consulting agreement was modified to increase the monthly compensation to $35,000 through December 2015. Effective January 1, 2016, the fee was modified again to $5,000 per month through June 2016. Either party could cancel this agreement upon 30 days’ written notice. The Company paid $15,000 and $30,000, respectively, for the three and six months ended June 30, 2016 under this new arrangement. The Company paid $105,000 and $210,000, respectively, for the three and six months ended June 30, 2015 under the previous arrangement. Convertible Debt As more fully described in Note 7, on November 9, 2015, the Company issued a convertible promissory note to Steve Gorlin, a related party, for the principal amount of up to $2,000,000. |
RESEARCH AND DEVELOPMENT
RESEARCH AND DEVELOPMENT | 6 Months Ended |
Jun. 30, 2016 | |
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 designer and developer, 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. Through June 30, 2016, we have paid approximately $1,303,000 to Devicix. 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 designer and developer to cancel the development work with 10-days’ notice. The Company incurred expenses of approximately $119,000 and $237,000, respectively, for the three and six months ended June 30, 2016, of which approximately $17,000 was included in accounts payable as of June 30, 2016. 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. Denervex Generator Manufacturing Agreement The DenerveX device requires a custom electrocautery generator for power. As described in Note 6, in November 2014, the Company contracted with Bovie International to customize one of their existing electrocautery 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 $24,000 for the three and six months ended June 30, 2016 under this agreement. The Company paid approximately $78,000 and $96,000, respectively, for the three and six months ended June 30, 2015 under this agreement. Through June 30, 2016, we have paid approximately $311,000 to Bovie. The original $295,000 agreement was a base number along the pathway of development. Additional requirements were incurred as the research and development process progressed and as a result certain prices increased and additional costs were incurred. Nortech Manufacturing Agreement In November 2014, the Company selected Nortech Systems Inc. (“Nortech”), a Minneapolis, Minnesota based FDA registered contract manufacturer, to produce approximately 1,200 DenerveX devices from the prototype supplied by Devicix for use in final development and testing. 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. The Company paid approximately $83,000 and $112,000, respectively, to Nortech for the three and six months ended June 30, 2016, of which approximately $36,000 was included in accounts payable as of June 30, 2016. Through June 30, 2016, we have paid approximately $401,000 to Nortech |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | The Company incurred a net loss of approximately $11,376,000 and $3,318,000 for the six months ended June 30, 2016 and 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 CompanyÂ’s sole source of funds has been from the issuance of debt and equity. 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. As discussed in Note 7, the Company issued a promissory note for up to $2,000,000 of convertible debt on November 9, 2015 to Steve Gorlin, a director and father of Jarrett Gorlin, the CompanyÂ’s CEO. The Company received $970,000 in cash and the elimination of $30,000 of future directorsÂ’ fees upon execution of the agreement. A second installment of $1,000,000 is expected to be made by Mr. Steve Gorlin by November 1, 2016. As discussed in Note 6, in April 2016, a private placement of common stock raised approximately $1,176,000 in cash for the Company, net of fees. The Company is exploring additional fundraising options for the remainder of 2016. However, 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 CompanyÂ’s 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, 2016 | |
Notes to Financial Statements | |
SUBSEQUENT EVENTS | On August 5, 2016 the Company entered into a Unit Purchase Agreement with selected accredited investors whereby the Company had the right to sell in a private placement a minimum of $250,000 and up to a maximum of $1,300,000 of units. Each Unit had a purchase price of $250,000 and consisted of (i) 208,333 shares of the Company’s common stock, par value $0.001 per share at a purchase price of $1.20 per share, and (ii) a warrant to purchase 104,167 shares of Common Stock. Each Warrant has an initial exercise price of $1.52 per share, subject to adjustment, and is initially exercisable six months following the date of issuance for a period of five (5) years from the date of issuance. Pursuant to the terms of the Unit Purchase Agreement, the Company sold 5.2 units which, in the aggregate, yielded $1,300,000 in gross proceeds to the Company and a total of 1,083,333 shares and warrants to purchase 583,335 shares to be issued to investors. Effective August 1, 2016, the business consulting agreement with one of the Company’s founding stockholders was extended through January 18, 2017. Effective August 1, 2016, the marketing and distribution consulting agreement with Dirk Kemmstedt was modified to a full time consulting position and extended over a one-year period at a fee of €10,000 per month. On August 17, 2016, the Board approved a stock grant of 60,000 common shares from the 2013 Stock Option Plan to the Company’s investor relations consultant in recognition of the efforts in maintaining shareholder relations with a diverse shareholder group. On August 17, 2016 the Board approved the Compensation Committee’s recommendation to increase Manfred Sablowski’ s, SVP of sales and marketing, annual salary from $150,000 to $175,000, effective the day the Company receives approval from the EU to sell the Denervex device in Europe in recognition of his efforts with the European launch. |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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 sheets as of June 30, 2016, consolidated statements of operations for the three and six months ended June 30, 2016 and 2015, statement of changes in stockholdersÂ’ equity for the six months ended June 30, 2016 and the statements of cash flows for the six months ended June 30, 2016 and 2015 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 normal recurring adjustments, necessary to present fairly the CompanyÂ’s financial position as of June 30, 2016 and results of operations and cash flows for the three and six months ended June 30, 2016 and 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, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or for any future year. The accompanying unaudited consolidated financial statements have been prepared based upon SEC rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, please refer to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. These financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring accruals and other items. |
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 CompanyÂ’s significant estimates include the fair value, useful life, carrying amount and impairment 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 CompanyÂ’s cash balances at June 30, 2016 and December 31, 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, 2015 and June 30, 2016, 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. |
GOODWILL AND PURCHASED INTANGIBLE ASSETS | Goodwill is reviewed for impairment annually on December 31st or more frequently if changes in circumstances or the occurrence of events suggest impairment exists using a two-step process. In step 1, the fair value of each reporting unit is compared to its carrying value, including goodwill. If the fair value exceeds the carrying value, no further work is required and no impairment loss is recognized. If the carrying value exceeds the fair value, the goodwill of the reporting unit is potentially impaired and the Company would then complete step 2 in order to measure the impairment loss. In step 2, the Company would calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets (including unrecognized intangible assets) of the reporting unit from the fair value of the reporting unit. If the implied fair value of goodwill is less than the carrying value of goodwill, the Company would recognize an impairment loss, in the period identified, equal to the difference. See Note 11. Other intangible assets consist of developed technology and a trademark. The Company reviews intangible assets for impairment as changes in circumstances or the occurrence of events suggest the remaining value may not be recoverable. See Note 11. Amortization on the intangibles is provided on a straight-line basis over the estimated useful lives of the assets as follows: Trademark 5 years Developed technology 7 years |
FAIR VALUE MEASUREMENTS | We measure certain non-financial assets at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. We use the fair value measurement framework to value these assets and report the fair values in the periods in which they are recorded or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: • Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; • Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and • Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. We may also engage external advisors to assist us in determining fair value, as appropriate. |
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. |
LEASES | The Company recognizes rent expense on a straight-line basis over the lease term. The lease term commences on the date that the Company takes possession of or controls the physical use of the property. Deferred rent is included in non-current liabilities on the consolidated balance sheet. |
RESEARCH AND DEVELOPMENT | Research and development costs are expensed as incurred. |
ADVERTISING | The Company expenses all advertising costs as incurred. For the three and six months ended June 30, 2016, advertising costs were approximately $40,000 and $62,000, respectively. 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 ASC 718, Stock Compensation. 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 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, 2015, and June 30, 2016 the Company does not have a liability for unrecognized tax uncertainties. The CompanyÂ’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. As of June 30, 2016, the Company has not incurred any interest or penalties relating to uncertain tax positions. The CompanyÂ’s evaluation was performed for the tax years ending December 31, 2015, 2014 and 2013, which remain subject to examination by major tax jurisdictions as of June 30, 2016. The Company does not have any tax years that are no longer subject to U.S. federal, state, and local, or non-US income tax examinations. |
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 Refer to Note 4 for the summary of the purchase price allocation based on the completion of the valuation of the assets and liabilities assumed. |
DISCONTINUED OPERATIONS | As more fully described in Note 10, in May 2016, management has been authorized to locate a buyer for Streamline Inc., the CompanyÂ’s wholly owned subsidiary acquired in March 2015, by the Board of Directors. StreamlineÂ’s assets and liabilities have been reclassified as held for sale for all periods presented and the results of operations have been classified as discontinued operations for all periods presented. See Note 9. |
RECLASSIFICATION | Some items in the prior period financial statements were reclassified to conform to the current period presentation. Reclassifications had no effect on prior period net income or shareholdersÂ’ equity. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers” (ASU 2014-09) that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 15, 2017 and interim periods therein and requires expanded disclosures. The Company is currently assessing the impact the adoption of ASU 2014-09 will have on its consolidated financial statements. In November 2015, FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2015-17 will have on its consolidated financial statements. In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property And Equipment Tables | |
Property and equipment, net | Useful Life June 30, 2016 December 31, 2015 Furniture and fixtures 5 years $ 20,403 $ 17,271 Computers and software 3 years 18,237 16,275 38,640 33,546 Less accumulated depreciation (13,660 ) (9,822 ) Total $ 24,980 $ 23,724 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Assets and liabilities assumed | Assets acquired Cash $ 245,174 Inventory 1,878 Other assets 165 Developed technology 3,000,000 Trademark 700,000 Goodwill 6,455,645 Total assets acquired 10,402,862 Liabilities assumed Accounts payable 301,940 Accrued liabilities 6,018 Notes Payable 259,938 Total 567,896 Net assets acquired $ 9,834,966 |
EQUITY TRANSACTIONS (Tables)
EQUITY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity Transactions Tables | |
Significant assumptions used to estimate the fair value of the equity awards | Grant date January 6, 2016 Weighted Fair value of options granted $ 0.67 Expected term (years) 6 Risk-free interest rate 1.82 % Volatility 83 % Dividend yield None |
Summary of stock option activity | Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Aggregate Intrinsic Value Outstanding at 12/31/2015 380,000 $ 3.95 9.1 $ -- Granted 214,900 $ 0.95 9.5 $ -- Exercised -- -- -- $ -- Cancelled -- -- -- $ -- Outstanding at 6/30/2016 594,900 $ 2.87 8.9 $ -- Exercisable at 6/30/2016 209,975 $ 2.87 8.7 $ -- |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments Tables | |
Operating leases | December 31, 2016 $ 16,500 December 31, 2017 35,000 December 31, 2018 21,000 $ 72,500 |
Equipment leases | December 31, 2016 $ 1,300 December 31, 2017 2,600 December 31, 2018 800 $ 4,700 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets and liabilities of the discontinued operations | June 30, 2016 December 31, 2015 Current Assets Inventory $ 1,878 $ 1,878 Accounts receivable, Net -- 33,045 Prepaid expenses -- 586 Total Current Assets 1,878 35,509 Property and Equipment, Net 986 1,114 Trademark, net -- 595,000 Developed Technology, net 1,500,000 2,678,571 Total Assets $ 1,502,864 $ 3,310,194 Current Liabilities Interest payable $ 69,222 $ 69,222 Accrued liabilities -- 7,683 Notes payable 59,464 57,954 Total Current Liabilities 128,686 134,859 Long-Term Liabilities Notes payable, net of current portion 134,613 164,726 Total Liabilities $ 263,299 $ 299,585 |
Results of discontinued operations | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenues $ -- $ -- $ -- $ -- Operating Expenses General and administrative 64,797 134,947 144,631 144,708 Research and development 13,318 43,523 59,418 44,303 Depreciation and amortization 47,445 -- 189,652 -- Total Operating Expenses 125,560 178,470 393,701 189,011 Operating Loss (125,560 ) (178,470 ) (393,701 ) (189,011 ) Other Expenses Interest expense 2,603 -- 5,359 -- Total Other Expenses 2,603 -- 5,359 -- Net Loss $ (128,163 ) $ (178,470 ) $ (399,060 ) $ (189,011 ) |
Cash flows from discontinued operations | Cash flows from discontinued operations are as follows: Six Months Ended June 30, 2016 2015 Cash Flows Used in Operating Activities $ (418,605 ) $ (191,345 ) Cash Flows Used in Investing Activities -- (1,286 ) Cash Flows Used in Financing Activities (30,113) 70,109 ) Net Cash Used in Discontinued Operations $ (448,718 ) $ (262,740 ) |
AVAILABLE FOR SALE ASSETS & L29
AVAILABLE FOR SALE ASSETS & LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Available for sale | June 30, 2016 December 31, 2015 Accounts receivable, net $ -- $ 33,045 Prepaid expenses -- 586 Inventory 1,878 1,878 Property and equipment, net 986 1,114 Developed technology, net 1,500,000 2,678,571 Trademark, net -- 595,000 Total $ 1,502,864 $ 3,310,194 |
Promissory notes | 2016 $ 34,000 2017 68,000 2018 68,000 2019 42,000 $ 212,000 |
ORGANIZATION AND SIGNIFICANT 30
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2016 | |
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 ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Advertising costs | $ 40,000 | $ 7,000 | $ 62,000 | $ 11,000 |
Warrant [Member] | ||||
Antidilutive shares | 2,752,105 | 1,474,783 | ||
Stock Options [Member] | ||||
Antidilutive shares | 594,900 | 235,000 | ||
Trademarks [Member] | ||||
Estimated useful life, finite lived intangibles | 5 years | |||
Developed Technology [Member] | ||||
Estimated useful life, finite lived intangibles | 7 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Property and equipment | $ 38,640 | $ 33,546 |
Less accumulated depreciation | (13,660) | (9,822) |
Property and Equipment, net | 24,980 | 23,724 |
Furniture and Fixtures [Member] | ||
Property and equipment | $ 20,403 | 17,271 |
Useful Life | 5 years | |
Computers and Software [Member] | ||
Property and equipment | $ 18,237 | $ 16,275 |
Useful Life | 3 years |
PROPERTY AND EQUIPMENT (Detai33
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property And Equipment Details Narrative | ||||
Depreciation expense | $ 2,046 | $ 1,700 | $ 4,137 | $ 3,200 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) | Mar. 25, 2015USD ($) |
Assets acquired | |
Cash | $ 245,174 |
Inventory | 1,878 |
Other assets | 165 |
Developed technology | 3,000,000 |
Trademark | 700,000 |
Goodwill | 6,455,645 |
Total assets acquired | 402,862 |
Liabilities assumed | |
Accounts payable | 301,940 |
Accrued liabilities | 6,018 |
Notes Payable | 259,938 |
Total | 567,896 |
Net assets assumed | $ 9,834,966 |
EQUITY TRANSACTIONS (Details)
EQUITY TRANSACTIONS (Details) | 6 Months Ended |
Jun. 30, 2016$ / shares | |
Equity Transactions Details | |
Weighted Fair value of options granted as of March 31, 2016 | $ 0.67 |
Expected term (years) | 6 years |
Risk-free interest rate | 1.82% |
Volatility | 83.00% |
Dividend yield | 0.00% |
EQUITY TRANSACTIONS (Details 1)
EQUITY TRANSACTIONS (Details 1) | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Equity Transactions Details 1 | |
Number of Options Outstanding, Beginning | shares | 380,000 |
Number of Options Granted | shares | 214,900 |
Number of Options Exercised | shares | 0 |
Number of Options cancelled | shares | 0 |
Number of Options Outstanding, Ending | shares | 594,900 |
Number of Options Outstanding, Exercisable | shares | 209,975 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 3.95 |
Weighted Average Exercise Price Granted | $ / shares | .95 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price expired or Canceled | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | 2.87 |
Weighted Average Exercise Price Outstanding, Exercisable | $ / shares | $ 2.87 |
Weighted Average Remaining Term, Outstanding | 9 years 1 month 6 days |
Weighted Average Remaining Term, Granted | 9 years 6 months |
Weighted Average Remaining Term, Outstanding | 8 years 10 months 24 days |
Weighted Average Remaining Term, Exercisable | 8 years 8 months 12 days |
Aggregate Intrinsic Value Outstanding, Beginning | $ | $ 0 |
Aggregate Intrinsic Value Granted | $ / shares | $ 0 |
Aggregate Intrinsic Value Exercised | $ | $ 0 |
Aggregate Intrinsic Value Options expired or cancelled | shares | 0 |
Aggregate Intrinsic Value Outstanding, Ending | $ | $ 0 |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Equity Transactions Details Narrative | ||||
Stock options authorized incentive plan | 1,150,000 | 1,150,000 | ||
Compensation expense | $ 262,000 | $ 56,000 | $ 332,639 | $ 103,361 |
Unrecognized stock-based compensation | $ 491,000 | |||
Weighted average period | 2 years 3 months 12 days | |||
Non vested options | 372,425 | 372,425 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Jun. 30, 2016USD ($) |
Future minimum office lease payments | |
December 31, 2016 | $ 16,500 |
December 31, 2017 | 35,000 |
December 31, 2018 | 21,000 |
Total | $ 72,500 |
COMMITMENTS (Details 1)
COMMITMENTS (Details 1) | Jun. 30, 2016USD ($) |
Future minimum equipment lease payments | |
December 31, 2016 | $ 1,300 |
December 31, 2017 | 2,600 |
December 31, 2018 | 800 |
Total | $ 4,700 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Payment to Bovie | $ 24,000 | $ 19,000 | $ 24,000 | $ 78,000 | |
Purchase order obligation | 456,000 | 456,000 | $ 484,000 | ||
TAG Aviation [Member] | |||||
Rent/Lease expense | 7,500 | 6,900 | 15,000 | 14,000 | |
Operating Lease [Member] | |||||
Rent/Lease expense | 82,500 | 16,500 | |||
Equipment Lease [Member] | |||||
Rent/Lease expense | $ 700 | $ 400 | $ 14,000 | $ 400 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details 1) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Inventory | $ 1,878 | $ 1,878 |
Accounts receivable, Net | 33,045 | |
Prepaid expenses | 586 | |
Total Current Assets | 1,878 | 35,509 |
Property and Equipment, Net | 986 | 1,114 |
Trademark, net | 595,000 | |
Developed Technology, net | 1,500,000 | 2,678,571 |
Total Assets | 1,502,864 | 3,310,194 |
Current Liabilities | ||
Interest payable | 69,222 | 69,222 |
Accrued liabilities | 7,683 | |
Notes payable | 59,464 | 57,954 |
Total Current Liabilities | 128,686 | 134,859 |
Long-Term Liabilities | ||
Notes payable, net of current portion | 134,613 | 164,726 |
Total Liabilities | $ 263,299 | $ 299,585 |
DISCONTINUED OPERATIONS (Deta42
DISCONTINUED OPERATIONS (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenues | ||||
Operating Expenses | ||||
General and administrative | 64,797 | 144,631 | 134,947 | 144,708 |
Research and development | 64,797 | 144,631 | 134,947 | 144,708 |
Depreciation and amortization | 47,445 | 189,652 | ||
Total Operating Expenses | 125,560 | 393,701 | 178,470 | 189,011 |
Operating Loss | (125,560) | (393,701) | (178,470) | (189,011) |
Other Expenses | ||||
Interest expense | 2,603 | 5,359 | ||
Total Other Expenses | 2,603 | 5,359 | ||
Net Loss | $ (128,163) | $ (178,470) | $ (399,060) | $ (189,011) |
DISCONTINUED OPERATIONS (Deta43
DISCONTINUED OPERATIONS (Details 3) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash Flows from Operating Activities | $ (418,605) | $ (191,345) |
Cash Flows from Investing Activities | (1,286) | |
Cash Flows from Financing Activities | (30,113) | (70,109) |
Net Cash (Used in) Discontinued Operations | $ (448,718) | $ (262,740) |
AVAILABLE FOR SALE ASSETS & L44
AVAILABLE FOR SALE ASSETS & LIABILITIES (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Property and equipment, net | $ 24,980 | $ 23,724 |
Total | 1,946,494 | 11,531,734 |
Discontinued Operations, Disposed of by Sale [Member] | ||
Accounts receivable, net | 33,045 | |
Prepaid expenses | 586 | |
Inventory | 1,878 | 1,878 |
Property and equipment, net | 986 | 1,114 |
Developed technology, net | 1,500,000 | 2,678,571 |
Trademark, net | 595,000 | |
Total | $ 502,864 | $ 3,310,194 |
AVAILABLE FOR SALE ASSETS & L45
AVAILABLE FOR SALE ASSETS & LIABILITIES (Details 1) - Discontinued Operations, Held-for-sale [Member] | Jun. 30, 2016USD ($) |
2,016 | $ 34,000 |
2,017 | 68,000 |
2,018 | 68,000 |
2,019 | 42,000 |
Thereafter | $ 212,000 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details Narrative) - Affiliated Entity [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Aviation expense | $ 0 | $ 10,000 | $ 9,000 | $ 10,000 |
Rent expense | 75,000 | 6,900 | 15,000 | 14,000 |
Consulting expense | $ 15,000 | $ 105,000 | $ 30,000 | $ 210,000 |
RESEARCH AND DEVELOPMENT (Detai
RESEARCH AND DEVELOPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 20 Months Ended | 32 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2016 | |
Research and Development expenses | $ 233,303 | $ 284,543 | $ 376,486 | $ 589,265 | ||
DEVICIX PROTOTYPE [Member] | ||||||
Research and Development expenses | 119,000 | 80,000 | 237,000 | 236,000 | $ 1,303,000 | |
Accounts payable | 17,000 | 13,500 | 17,000 | 13,500 | $ 17,000 | 17,000 |
DEVICIX GENERATOR [Member] | ||||||
Research and Development expenses | 24,000 | $ 78,000 | 24,000 | $ 96,000 | 311,000 | |
NORTECH [Member] | ||||||
Research and Development expenses | 83,000 | 112,000 | 401,000 | |||
Accounts payable | $ 36,000 | $ 36,000 | $ 36,000 | $ 36,000 |
LIQUIDITY, GOING CONCERN AND 48
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Liquidity Going Concern And Managements Plans Details Narrative | ||||
Net loss | $ (9,543,783) | $ (1,860,824) | $ (11,376,070) | $ (3,318,007) |