Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 07, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Medovex Corp. | |
Entity Central Index Key | 1,591,165 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 23,376,526 | |
Trading Symbol | MDVX | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 126,362 | $ 245,026 |
Accounts receivable | 171,043 | 157,069 |
Other receivables | 99,237 | 86,888 |
Inventory | 306,437 | 294,714 |
Prepaid expenses | 140,040 | 204,532 |
Short-term receivable | 150,000 | |
Total Current Assets | 843,119 | 1,138,229 |
Property and Equipment, net of accumulated depreciation | 80,144 | 87,173 |
Deposits | 2,751 | 2,751 |
Total Assets | 926,014 | 1,228,153 |
Current Liabilities | ||
Interest payable | 70,996 | 69,222 |
Accounts payable | 510,770 | 196,171 |
Accounts payable to related parties | 13,171 | 12,319 |
Accrued liabilities | 90,000 | 64,000 |
Notes payable, current portion | 110,217 | 132,294 |
Short-term note payable, net of debt discount | 176,919 | |
Convertible debt | 100,000 | |
Unearned revenue | 1,048 | |
Total Current Liabilities | 1,072,073 | 475,054 |
Long-Term Liabilities | ||
Notes payable, net of current portion | 22,434 | 38,990 |
Deferred rent | 393 | 688 |
Total Long-Term Liabilities | 22,827 | 39,678 |
Total Liabilities | 1,094,900 | 514,732 |
Stockholders' (Deficit) Equity | ||
Preferred stock - $.001 par value: 500,000 shares authorized, no shares issued and outstanding at March 31, 2018 (unaudited), 12,740 shares issued and outstanding at December 31, 2017 | 13 | |
Common stock - $.001 par value: 49,500,000 shares authorized, 23,207,013 and 21,163,013 shares issued and outstanding at March 31, 2018 (unaudited) and December 31, 2017, respectively | 23,207 | 21,163 |
Additional paid-in capital | 33,879,096 | 33,509,648 |
Accumulated deficit | (34,071,189) | (32,817,403) |
Total Stockholders' (Deficit) Equity | (168,886) | 713,421 |
Total Liabilities and Stockholders' (Deficit) Equity | $ 926,014 | $ 1,228,153 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 12,740 | |
Preferred stock, shares outstanding | 12,740 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 49,500,000 | 49,500,000 |
Common stock, shares issued | 23,207,013 | 21,163,013 |
Common stock, shares outstanding | 23,207,013 | 21,163,013 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 144,182 | |
Less: Discounts Allowed | (993) | |
Cost of Goods Sold | (98,095) | |
Gross Profit | 45,094 | |
Operating Expenses | ||
General and administrative | 896,422 | 1,423,229 |
Sales and marketing | 250,430 | 82,137 |
Research and development | 139,124 | 335,440 |
Depreciation | 7,029 | 6,221 |
Total Operating Expenses | 1,293,005 | 1,847,027 |
Operating Loss | (1,247,911) | (1,847,027) |
Other Expenses | ||
Foreign currency transaction loss | 393 | |
Interest expense | 5,482 | 390,798 |
Total Other Expenses | 5,875 | 390,798 |
Total Loss from Continuing Operations | (1,253,786) | (2,237,825) |
Discontinued Operations | ||
Loss from discontinued operations | 1,163 | |
Total Loss from Discontinued Operations | (1,163) | |
Net Loss | $ (1,253,786) | $ (2,238,988) |
Loss per share – Basic and Diluted: | ||
Continuing Operations | $ (0.06) | $ (0.14) |
Discontinued Operations | ||
Net Loss per share | $ (0.06) | $ (0.14) |
Weighted average outstanding shares used to compute basic and diluted net loss per share | 21,473,657 | 16,271,075 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' (Deficit) Equity - 3 months ended Mar. 31, 2018 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2017 | $ 13 | $ 21,163 | $ 33,509,648 | $ (32,817,403) | $ 713,421 |
Beginning Balance, Shares at Dec. 31, 2017 | 12,740 | 21,163,013 | |||
Issuance of common stock pursuant to a private placement completed in February 2018 | $ 770 | 231,107 | 231,877 | ||
Issuance of common stock pursuant to a private placement completed in February 2018, shares | 770,000 | ||||
Issuance of warrants pursuant to a private placement completed in February 2018 | 62,623 | 62,623 | |||
Issuance of warrants in connection with short-term debt in March 2018 | 25,646 | 25,646 | |||
Issuance of common stock pursuant to preferred stock conversion in March 2018 | $ (13) | $ 1,274 | (1,261) | ||
Issuance of common stock pursuant to preferred stock conversion in March 2018, shares | (12,740) | 1,274,000 | |||
Stock based compensation | 51,333 | 51,333 | |||
Net loss | (1,253,786) | (1,253,786) | |||
Ending Balance at Mar. 31, 2018 | $ 23,207 | $ 33,879,096 | $ (34,071,189) | $ (168,886) | |
Ending Balance, Shares at Mar. 31, 2018 | 23,207,013 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,253,786) | $ (2,238,988) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 7,029 | 6,221 |
Amortization of debt discount | 2,565 | 31,772 |
Debt conversion expense | 356,400 | |
Stock based compensation | 51,333 | 605,833 |
Straight-line rent adjustment | (295) | |
Changes in operating assets and liabilities, net of effects of disposition: | ||
Accounts receivable | (13,974) | |
Other receivables | (12,349) | |
Prepaid expenses | 64,492 | 203,150 |
Inventory | (11,723) | |
Accounts payable | 314,599 | (5,025) |
Accounts payable to related parties | 852 | |
Interest payable | 1,774 | |
Unearned revenue | (1,048) | |
Accrued liabilities | 26,000 | (414,800) |
Net Cash Used in Operating Activities | (824,532) | (1,455,437) |
Cash Flows from Investing Activities | ||
Payment received from Streamline note receivable | 150,000 | |
Expenditures for property and equipment | (3,080) | |
Net Cash Provided by (Used in) Investing Activities | 150,000 | (3,080) |
Cash Flows from Financing Activities | ||
Principal payments under note payable obligations | (38,633) | (59,686) |
Proceeds from issuance of common stock, net of offering costs | 231,877 | 1,923,248 |
Proceeds from issuance of warrants, net of offering costs | 62,623 | 694,812 |
Proceeds from issuance of convertible debt | 100,000 | |
Proceeds from issuance of short term loan | 200,000 | |
Net Cash Provided by Financing Activities | 555,868 | 2,558,374 |
Net (Decrease)/Increase in Cash | (118,664) | 1,099,857 |
Cash - Beginning of period | 245,026 | 892,814 |
Cash - End of period | 126,362 | 1,992,671 |
Supplementary Cash Flow Information | ||
Cash paid for interest | 1,931 | 3,037 |
Non-cash investing and financing activities | ||
Financing agreement for insurance policy | 37,336 | 44,701 |
Conversion of short-term loan to common stock | 126,720 | |
Issuance of common stock for consideration of cancellation of warrants | 208,000 | |
Issuance of warrants for conversion of notes | 305,201 | |
Common stock issued for board fees | 240,000 | |
Issuance of common stock for preferred stock conversion | 1,274 | 411 |
Issuance of warrants for promissory note | $ 25,646 |
Description of the Company
Description of the Company | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Description of the Company | Note 1 - Description of the Company 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. The Company is in the business of designing and marketing proprietary medical devices for commercial use in the United States and Europe. The Company received CE marking in June 2017 for the DenerveX System and it is now commercially available throughout the European Union and several other countries that accept CE marking. The Company’s first sale of the DenerveX System occurred in July 2017. The Company plans to seek approval for the DenerveX System from the Food & Drug Administration (“FDA”) in the United States. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2 – Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”) that permit reduced disclosure for interim periods. The unaudited interim condensed 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 Company’s financial position as of March 31, 2018 and the results of operations for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K. The results for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any other interim period or for any future year. principles of consolidation These unaudited condensed consolidated financial statements that present the Company’s results of operations for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017, include Debride and the accounts of the Company as well as its formerly wholly-owned subsidiary, Streamline Inc. (“Streamline”). All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates In preparing the financial statements, 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 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. Translation of Foreign Currencies The Company’s revenues and expenses transacted in foreign currencies are translated as they occur at exchange rates in effect at the time of each transaction. Realized gains and losses on foreign currency transactions are recorded as a component of other income or expense, net on the Company’s consolidated statements of operations. T he Company recorded approximately $300 in foreign currency translation expense for the three months ended March 31, 2018. The Company did not incur any foreign currency translation costs related to revenues and expenses transacted in foreign currencies for the three months ending March 31, 2017. Foreign currency denominated monetary assets and liabilities of the Company are measured at the end of each reporting period using the exchange rate as of the balance sheet date and are recorded as a component of other income or expense, net on the Company’s consolidated statements of operations. As of March 31, 2018, the Company recorded a net translation loss of approximately $100 in foreign currency denominated monetary assets and liabilities. The Company did not incur any foreign currency translation costs related to for the three months ending March 31, 2017. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued, both effective and not yet effective. In May 2014, the FASB issued 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 adoption of this standard did not have a material impact on our 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. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable | Note 3 – Accounts Receivable Accounts receivable primarily represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. |
Other Receivables
Other Receivables | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Other Receivables | Note 4 – Other Receivables Other receivables include input and importation value added tax (VAT) paid by the Company for conducting business in the European Union (“EU”) and for importing goods from outside the EU. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 - Inventory Inventories consist only of finished goods and are valued at the lower of cost or net realizable value, using the first-in, first-out (FIFO) method. Inventories consisted of the following items as of March 31, 2018, and December 31, 2017: March 31, 2018 December 31, 2017 Split Return Electrodes $ 3,057 $ 1,868 Denervex device 148,380 111,596 Pro-40 generator 155,000 181,250 Total $ 306,437 $ 294,714 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 - Property and Equipment Property and equipment, net, consists of the following: Useful Life March 31, 2018 December 31, 2017 Furniture and fixtures 5 years $ 67,777 $ 67,777 Computers and software 3 years 31,738 31,738 Leasehold improvements 5 years 35,676 35,676 135,191 135,191 Less accumulated depreciation (55,047 ) (48,018 ) Total $ 80,144 $ 87,173 Depreciation expense amounted to $7,029 and $6,221, respectively, for the three months ended March 31, 2018 and 2017. |
Equity Transactions
Equity Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Nonmonetary Transactions [Abstract] | |
Equity Transactions | Note 7 - Equity Transactions Stock-Based Compensation Plan Common Stock Issuance In November 2016, the Board authorized the issuance of shares of common stock to all Board members, both current and former, in an amount equivalent to $240,000, representing their accrued but unpaid directors’ fees as of December 31, 2016. In January 2017, the Company issued an aggregate of 173,911 shares at $1.38 per share, which was the average closing price of the Company’s stock during 2016, to fulfill this obligation. The closing price of the Company’s stock on January 17, 2017, the day the shares were issued, was $1.16 per share. 2013 Stock Option Incentive Plan We utilize the Black-Scholes valuation method to recognize stock-based compensation expense over the vesting period. The expected life represents the period that our stock-based compensation awards are expected to be outstanding. For the three months ended March 31, 2018 and 2017, the Company recognized approximately $51,000 and $366,000, respectively, as compensation expense with respect to vested stock options. Stock Option Activity As of March 31, 2018, there were 182,824 shares of time-based, non-vested stock options outstanding. As of March 31, 2018, there was approximately $109,000 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 1.57 years. The following is a summary of stock option activity at March 31, 2018: Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Outstanding at 12/31/2017 1,314,059 $ 2.01 8.19 Forfeited (136,035 ) $ 1.69 — Outstanding at 3/31/2018 1,178,024 $ 2.04 7.95 Exercisable at 3/31/2018 995,200 $ 2.13 7.89 Private Placement On February 26, 2018, the Company entered into a securities purchase agreement with selected accredited investors whereby the Company sold an aggregate of 770,000 shares of common stock and 385,000 warrants to purchase common stock. The offering resulted in $308,000 in gross proceeds to the Company. The warrants have a five-year term commencing six months from issuance with an exercise price of $0.75. The Company allocated $62,623 to the warrants and the remainder to the issuance of the common stock. The Company incurred $13,500 in legal expenses related to the offering. preferred Stock Conversion On March 30, 2018, 12,740 shares of Series A Preferred Stock were converted into an aggregate of 1,274,000 restricted shares of authorized common stock, par value $0.001 per share. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 8 – Commitments & Contingencies 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. Base annual rent is $2,147 per month. Rent expense and utilities cost paid to TAG Aviation amounted to approximately $9,400 and $6,300 for the three months ended March 31, 2018 and 2017, respectively. On July 8, 2015, the Company entered into a 3-year lease agreement for a commercial building which commenced on August 1, 2015. Base rent for the three months ended March 31, 2018 was $2,849 per month. Total lease expense for the three months ended March 31, 2018 and 2017 was approximately $8,600 related to this lease. Future minimum lease payments under this rental agreement are approximately as follows: For the year ending: December 31, 2018 $ 12,000 $ 12,000 Equipment The Company renewed the non-cancelable 36-month operating lease agreement for equipment on March 23, 2018. The agreement is renewable at the end of the term and requires the Company to maintain comprehensive liability insurance. Total lease expense was approximately $900 and $700, respectively, for the three months ended March 31, 2018 and 2017. Future minimum lease payments under this operating lease agreement are approximately as follows: For the year ending : December 31, 2018 $ 1,400 December 31, 2019 1,900 December 31, 2020 1,900 December 31, 2021 500 $ 5,700 Consulting Agreements The Company has a consulting agreement with a sales, marketing, and distribution consultant in Latin America at a fee of $7,000 per month through December 31, 2018. The Company paid $21,000 and $9,000, respectively, for the three months ended March 31, 2018 and 2017. The Company has consulting agreements with a varying team of sales, marketing, and distribution consultants in Europe who provide consulting services for aggregate compensation amounting to approximately €21,000 (approximately $25,000) per month. The consulting agreements, while subject to modifications, commenced at separate dates and will also terminate at separate dates through April 30, 2019. The Company paid approximately $88,000 and $34,000, respectively, for the three months ended March 31, 2018 and 2017. Generator development agreement The Company is obligated to reimburse Bovie up to $295,000 for the development of the Pro-40 electrocautery generator. The Company paid approximately $0 and $31,000, respectively, for the three months ended March 31, 2018 and 2017 under this agreement. Through March 31, 2018, the Company has paid approximately $422,000 to Bovie related to this agreement. The original $295,000 agreement was a based number along the pathway of development. Additional requirements were added as the research and development process progressed and as a result certain prices increased and additional costs were added to further customize the DenerveX System. We are currently manufacturing the generator for sales. Distribution center and logistic services agreement The Company has a non-exclusive distribution center agreement with a logistics service provider in Berlin, Germany pursuant to which they shall manage and coordinate the DenerveX System products which the Company exports to the EU through June 2019. The Company pays a fixed monthly fee of €2,900 (approximately $3,500) for all accounting, customs declarations and office support, and a variable monthly fee ranging from €1,900 to €6,900 (approximately $2,300 to $8,300), based off volume of shipments, for logistics, warehousing and customer support services. Total expenses paid for the distribution center and logistics agreement was approximately $44,000 and $0, respectively, for the three months ended March 31, 2018 and 2017. 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. The Company incurred approximately $2,900 in royalty expense under the co-development agreement for the period ended March 31, 2018, all of which was included in accounts payable at March 31, 2018. No royalties were paid to Dr. Andrews for the period ended March 31. 2017. Patent Assignment and Contribution 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. The Company incurred approximately $1,500 in royalty expense under the Contribution and Royalty agreement for the three months ended March 31, 2018, all of which was included in accounts payable at March 31, 2018. No royalties were paid to Dr. Haufe for the three months ended March 31. 2017. Streamline Inc. Asset Sale The asset sale of Streamline Inc. resulted in the immediate receipt of $500,000 in cash, and a $150,000 note receivable that was due to the Company on January 1, 2018. The $150,000 note receivable represents the non-contingent portion of the receivables due from the sale. The Company received the short-term receivable on January 2, 2018. The terms of the sale also required that for each of the calendar years ending December 31, 2018 and December 31, 2019 (each such calendar year, a “Contingent Period”), a contingent payment in cash (each, a “Contingent Payment”) equal to five percent (5%) of the total net sales received by the acquiring party from the sale of “IV suspension system” products in excess of 100 units during each Contingent Period. Each such Contingent Payment is payable to the Company by the acquiring party by no later than March 31st of the subsequent year; provided, however, that the total aggregate amount of all Contingent Payments owed by the acquiring party to the Company for all Contingent Periods will not exceed $850,000. The Company is yet to receive any Contingent Payments and has no reason to expect it will receive any Contingent Payments. The Company did not incur any Streamline related expenses for the three months ended March 31, 2018. The Company recorded a nominal amount in Streamline related expenses for the three months ended March 31, 2017. |
Short Term Liabilities
Short Term Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Short Term Liabilities | Note 9 – Short Term Liabilities Finance Agreement The Company entered into a commercial insurance premium finance and security agreement in December 2017. The agreement finances the Company’s annual D&O insurance premium. Payments are due in quarterly installments of approximately $24,000 and carry an annual percentage interest rate of 5.98%. The Company had an outstanding premium balance of approximately $45,000 at March 31, 2018 related to the agreement, which is included in notes payable, current portion in the consolidated balance sheets. The Company paid interest expense related to the finance agreement for the three months ended March 31, 2018 and 2017 in the amount of approximately $700 and $600, respectively. Promissory Notes On March 26, 2018 the Company issued a promissory note to Steve Gorlin, father of Jarrett Gorlin, the Company’s CEO, for the principal amount of $200,000, plus interest, at a rate of five percent per year. The outstanding principal and all accrued but unpaid interest is due on May 15, 2018. The Company issued warrants to purchase an aggregate of 133,333 shares of common stock par value $.001 per share in conjunction with the promissory note to Mr. Gorlin. Each warrant has an exercise price of $0.75 and is exercisable for a period of five years commencing from the date of issuance. The balance of the loan at March 31, 2018 was approximately $177,000, net of discount for the warrants, and is being accreted to its $200,000 face amount over the period the loan will be outstanding. 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 notes are due in aggregate monthly installments of approximately $5,700 and carry an interest rate of 5%. Both notes have a maturity date of August 1, 2019. The promissory notes, including interest, had outstanding balances of approximately $96,000 and $104,000 at March 31, 2018 and December 31, 2017, respectively. Expected future payments related to the promissory notes as of March 31, 2018, are approximately as follows: For the year ending December 31, 2018 251,000 December 31, 2019 45,000 $ 296,000 The Company incurred interest expense related to the promissory notes for the three months ended March 31, 2018 and 2017 in the amount of approximately $1,200 and $2,300, respectively. The Company had unpaid accrued interest in the amount of approximately $70,000 and $69,000 at March 31, 2018 and 2017, respectively, related to the promissory notes. Convertible Debenture On January 31, 2018, the Company issued a 5% convertible debenture in exchange for $100,000. The debenture accrues interest at 5% per annum. Principal and interest are due on January 30, 2019. The debenture is convertible at the option of the holder into shares of the Company’s common stock at a conversion rate equivalent to 85% of the average closing price of the Company’s common stock for the 20 days preceding the conversion. The Company recognized approximately $800 in unpaid accrued interest related to the convertible debenture at March 31, 2018. The convertible debenture was subsequently converted to shares of common stock on April 26, 2018. See Note 16. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 10 – Revenue The Company sells the DenerveX System through a combination of direct sales and independent distributors in international markets. The Company recognizes revenue when title to the goods and risk of loss transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only record revenue when collectability is reasonably assured. Revenue recognition occurs at the time product is shipped to customers from the third-party distribution warehouse located in Berlin, Germany. Our stocking distributors, who sell the products to their customers or sub-distributors, contractually take title to the products and assume all risks of ownership at the time of shipment. Our stocking distributors are obligated to pay us the contractually agreed upon invoice price within specified terms regardless of when, if ever, they sell the products. Our direct customers do not have any contractual rights of return or exchange other than for defective product or shipping error. |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Common Stock Warrants | Note 11 – Common Stock Warrants 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 all warrants are designated as Level 2 since all the significant inputs are observable and quoted prices were available for the four comparative companies in an active market. A summary of the Company’s warrant issuance activity and related information for the three months ended March 31, 2018 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at 12/31/2017 7,194,215 $ 1.74 3.4 Issued 518,333 $ 0.75 4.93 Outstanding and exercisable at 3/31/2018 7,712,548 $ 1.67 3.23 The fair value of all warrants issued are 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 inputs used in the Black-Scholes-Merton valuation technique to value each of the warrants issued at March 31, 2018 as of their respective issue dates are as follows: Event Description Date MDVX Stock Price Exercise Price of Warrant Grant Date Fair Value Life of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%) Private Placement 2/26/18 $ 0.51 $ 0.75 $ 0.20 5 years 2.60 55.91 Short-term debt 3/26/18 $ 0.53 $ 0.75 $ 0.22 5 years 2.64 56.57 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, while 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 - Income Taxes For the period from February 1, 2013 (inception) to March 31, 2018, 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 March 31, 2018 and December 31, 2017, 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 March 31, 2018 or December 31, 2017. The Company has not undergone any tax examinations since inception. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 13 - Related-Party Transactions Patent Assignment and Royalty Agreements The Company has a Contribution and Royalty Agreement with Dr. Haufe, a director of the Company. The agreement provides for the Company to pay Dr. Haufe royalties equal to 1% of revenues received by the Company from sales of all products derived from the use of the DenerveX technology. The Company incurred approximately $1,500 in royalty expense under the Contribution and Royalty agreement for the three months ended March 31, 2018, all of which was included in accounts payable at March 31, 2018. No royalties were earned or paid to Dr. Haufe for the three months ended March 31. 2017. Co-Development Agreement The Company entered into a Co-Development Agreement with Dr. Andrews, a director of the Company, in September 2013. The agreement provides for the Company to pay Dr. Andrews a royalty of 2% of the Company’s net sales earned from applicable product sales for at least 5 years from the effective date of the agreement The Company incurred approximately $2,900 in royalty expense under the co-development agreement for the three months ended March 31, 2018, all of which was included in accounts payable at March 31, 2018. No royalties were earned or paid to Dr. Andrews for the three months ended March 31, 2017. Operating Lease As described in Note 9, 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. Base rent payments under this arrangement is $2,147 per month. Rent expense and utilities expenses incurred by TAG Aviation amounted to approximately $9,400 and $6,300 for the three months ended March 31, 2018 and 2017, respectively. Approximately $6,300 was included in accounts payable as of March 31, 2018. |
Research and Development
Research and Development | 3 Months Ended |
Mar. 31, 2018 | |
Research and Development [Abstract] | |
Research and Development | Note 14 - 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 March 31, 2018, the Company has incurred approximately $1,881,000 in fees to Devicix, of which approximately $18,000 and $96,000, respectively, was included in accounts payable as of March 31, 2018 and 2017. 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 $32,000 and $206,000, respectively, for the three months ended March 31, 2018 and 2017. Denervex Generator Manufacturing Agreement The DenerveX device requires a custom electrocautery generator for power. As described in Note 9, in November 2014, the Company contracted with Bovie to customize one of their existing electrocautery generators for use with DenerveX Device, and then manufacture that unit on a commercial basis once regulatory approval for the DenerveX is obtained. The Bovie agreement required a base $295,000 development fee to customize the unit, plus additional amounts if further customization was necessary beyond predetermined estimates. The Company paid approximately $0 and $31,000, respectively, for the three months ended March 31, 2018 to Bovie. Approximately $2,000 was included in accounts payable as of March 31, 2018. Through March 31, 2018, the Company has paid approximately $422,000 to Bovie related to this agreement. Nortech Manufacturing Agreement In November 2014, the Company selected Nortech Systems Inc. (“Nortech”), a Minneapolis, Minnesota based FDA registered contract manufacturer, to produce 315 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. The Company incurred fees of approximately $102,400 to Nortech for the three months ended March 31, 2018, all of which was included in accounts payable at March 31, 2018. The Company paid approximately $72,000 to Nortech for the three months ended March 31, 2017. Through March 31, 2018, we have incurred expenses of approximately $993,000 to Nortech, of which approximately $232,000 was included in accounts payable as of March 31, 2018. |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management's Plans | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity, Going Concern and Management's Plans | Note 15– Liquidity, Going Concern and Management’s Plans The Company incurred a net loss of approximately $1,254,000 and $2,239,000 for the three months ended March 31, 2018 and 2017, respectively. The Company will continue to incur losses until it can sell a sufficient enough volume of the DenerveX System with margins sufficient to offset expenses. To date, the Company’s primary source of funds has been from the issuance of debt and equity. The Company will require additional cash in 2018 and is currently exploring other fundraising options. No assurances can be provided regarding the success of such efforts. Furthermore, if the Company is unable to raise sufficient financing in 2018, it could be required to undertake initiatives to conserve its capital resources, including delaying or suspending the launch of its product outside the United States and seeking FDA approval to sell its product in the United States. Delaying or suspending these initiatives would raise substantial doubt about the Company’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 | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 - Subsequent Events On April 26, 2018, the Company’s $100,000 5% convertible debenture and unpaid accrued interest was converted into an aggregate of 266,301 shares of common stock, eliminating the Company’s debt obligation. The debt was converted into shares at $0.38 per share, which was 85% of the average closing price of the Company’s stock during the twenty trading days immediately preceding the delivery of the notice of conversion. The market value of the common stock on the date of the conversion was $0.40. This lead to an immaterial amount related to a beneficial conversion feature. In May 2018, the Company entered into a Unit Purchase Agreement with selected accredited investors whereby the Company had the right to sell in a private placement up to $1,000,000 in units. Each unit had a purchase price of $100,000 and consisted of (i) 1,000 shares of 5% Series B Convertible Preferred Common Stock, $0.001 par value per share, and (ii) 250,000 warrants, $0.001 par value per share to purchase Common Stock at $0.75 per share for a period of three years. Each Series B Share is convertible into 300 shares of Common Stock at a conversion price of $0.40 per share. The Series B Shares also entitle the holders to a 5% annual dividend. The offering resulted in gross proceeds of $350,000 and resulted in the issuance of an aggregate of 3,500 shares of 5% Series B Convertible Preferred Stock and warrants to purchase 875,000 shares. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | principles of consolidation These unaudited condensed consolidated financial statements that present the Company’s results of operations for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017, include Debride and the accounts of the Company as well as its formerly wholly-owned subsidiary, Streamline Inc. (“Streamline”). All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates In preparing the financial statements, 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 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. |
Translation of Foreign Currencies | Translation of Foreign Currencies The Company’s revenues and expenses transacted in foreign currencies are translated as they occur at exchange rates in effect at the time of each transaction. Realized gains and losses on foreign currency transactions are recorded as a component of other income or expense, net on the Company’s consolidated statements of operations. T he Company recorded approximately $300 in foreign currency translation expense for the three months ended March 31, 2018. The Company did not incur any foreign currency translation costs related to revenues and expenses transacted in foreign currencies for the three months ending March 31, 2017. Foreign currency denominated monetary assets and liabilities of the Company are measured at the end of each reporting period using the exchange rate as of the balance sheet date and are recorded as a component of other income or expense, net on the Company’s consolidated statements of operations. As of March 31, 2018, the Company recorded a net translation loss of approximately $100 in foreign currency denominated monetary assets and liabilities. The Company did not incur any foreign currency translation costs related to for the three months ending March 31, 2017. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued, both effective and not yet effective. In May 2014, the FASB issued 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 adoption of this standard did not have a material impact on our 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. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following items as of March 31, 2018, and December 31, 2017: March 31, 2018 December 31, 2017 Split Return Electrodes $ 3,057 $ 1,868 Denervex device 148,380 111,596 Pro-40 generator 155,000 181,250 Total $ 306,437 $ 294,714 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net, consists of the following: Useful Life March 31, 2018 December 31, 2017 Furniture and fixtures 5 years $ 67,777 $ 67,777 Computers and software 3 years 31,738 31,738 Leasehold improvements 5 years 35,676 35,676 135,191 135,191 Less accumulated depreciation (55,047 ) (48,018 ) Total $ 80,144 $ 87,173 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Nonmonetary Transactions [Abstract] | |
Summary of Stock Option Activity | The following is a summary of stock option activity at March 31, 2018: Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Outstanding at 12/31/2017 1,314,059 $ 2.01 8.19 Forfeited (136,035 ) $ 1.69 — Outstanding at 3/31/2018 1,178,024 $ 2.04 7.95 Exercisable at 3/31/2018 995,200 $ 2.13 7.89 |
Commitments & Contingencies (Ta
Commitments & Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Office Space [Member] | |
Schedule of Operating Leases | For the year ending: December 31, 2018 $ 12,000 $ 12,000 |
Equipment [Member] | |
Schedule of Operating Leases | For the year ending : December 31, 2018 $ 1,400 December 31, 2019 1,900 December 31, 2020 1,900 December 31, 2021 500 $ 5,700 |
Short Term Liabilities (Tables)
Short Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Future Payments Related to the Promissory Notes | For the year ending December 31, 2018 251,000 December 31, 2019 45,000 $ 296,000 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Summary of Warrant Activity | A summary of the Company’s warrant issuance activity and related information for the three months ended March 31, 2018 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at 12/31/2017 7,194,215 $ 1.74 3.4 Issued 518,333 $ 0.75 4.93 Outstanding and exercisable at 3/31/2018 7,712,548 $ 1.67 3.23 |
Schedule of Assumptions for Warrants | The inputs used in the Black-Scholes-Merton valuation technique to value each of the warrants issued at March 31, 2018 as of their respective issue dates are as follows: Event Description Date MDVX Stock Price Exercise Price of Warrant Grant Date Fair Value Life of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%) Private Placement 2/26/18 $ 0.51 $ 0.75 $ 0.20 5 years 2.60 55.91 Short-term debt 3/26/18 $ 0.53 $ 0.75 $ 0.22 5 years 2.64 56.57 |
Description of the Company (Det
Description of the Company (Details Narrative) | 3 Months Ended |
Mar. 31, 2018 | |
State of incorporation | Nevada |
Date of incorporation | Jul. 30, 2013 |
Debride Inc. [Member] | |
State of incorporation | Florida |
Date of incorporation | Oct. 1, 2012 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Accounting Policies [Abstract] | ||
Foreign currency translation expense | $ 393 | |
Unrealized foreign currency translation | $ 100 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory | $ 306,437 | $ 294,714 |
Split Return Electrodes [Member] | ||
Inventory | 3,057 | 1,868 |
Denervex Device [Member] | ||
Inventory | 148,380 | 111,596 |
Pro-40 Generator [Member] | ||
Inventory | $ 155,000 | $ 181,250 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 7,029 | $ 6,221 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Property and equipment | $ 135,191 | $ 135,191 |
Less accumulated depreciation | (55,047) | (48,018) |
Property and Equipment, net | 80,144 | 87,173 |
Furniture and Fixtures [Member] | ||
Property and equipment | $ 67,777 | 67,777 |
Useful Life | 5 years | |
Computers and Software [Member] | ||
Property and equipment | $ 31,738 | 31,738 |
Useful Life | 3 years | |
Leasehold Improvements [Member] | ||
Property and equipment | $ 35,676 | $ 35,676 |
Useful Life | 5 years |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | Mar. 30, 2018 | Feb. 26, 2018 | Jan. 31, 2017 | Nov. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jan. 17, 2017 |
Proceeds from issuance of common stock | $ 240,000 | $ 231,877 | $ 1,923,248 | |||||
Number of shares issued | 173,911 | |||||||
Shares issued price per share | $ 1.38 | $ 1.16 | ||||||
Non vested options outstanding | 182,824 | |||||||
Unrecognized stock-based compensation | $ 109,000 | |||||||
Weighted average period | 1 year 6 months 25 days | |||||||
Proceeds from issuance of warrants | $ 62,623 | 694,812 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Legal expenses | $ 13,500 | |||||||
Restricted Common Stock [Member] | ||||||||
Conversion of stock shares converted | 1,274,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Conversion of stock shares converted | 12,740 | |||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | ||||||||
Number of common stock shares sold | 770,000 | |||||||
Number of warrants issued to purchase common shares | 385,000 | |||||||
Proceeds from issuance of private placement | $ 308,000 | |||||||
Warrant term | 5 years | |||||||
Warrant, exercise price | $ 0.75 | |||||||
2013 Stock Option Incentive Plan [Member] | ||||||||
Compensation expense | $ 51,000 | $ 366,000 |
Equity Transactions - Summary o
Equity Transactions - Summary of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Nonmonetary Transactions [Abstract] | |
Number of Options Outstanding, Beginning | shares | 1,314,059 |
Number of Options Forfeited | shares | (136,035) |
Number of Options Outstanding, Ending | shares | 1,178,024 |
Number of Options Outstanding, Exercisable | shares | 995,200 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 2.01 |
Weighted Average Exercise Price Forfeited | $ / shares | 1.69 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | 2.04 |
Weighted Average Exercise Price Outstanding, Exercisable | $ / shares | $ 2.13 |
Weighted Average Remaining Term, Outstanding | 8 years 2 months 8 days |
Weighted Average Remaining Term, Forfeited | 0 years |
Weighted Average Remaining Term, Outstanding | 7 years 11 months 12 days |
Weighted Average Remaining Term, Exercisable | 7 years 10 months 21 days |
Commitments & Contigencies (Det
Commitments & Contigencies (Details Narrative) | Jan. 02, 2018USD ($) | Jul. 08, 2015 | Feb. 01, 2013shares | Jan. 31, 2017shares | Sep. 30, 2013 | Mar. 31, 2018USD ($) | Mar. 31, 2018EUR (€) | Mar. 31, 2017USD ($) |
Base rent | $ 2,849 | |||||||
Agreement, term | 3 years | |||||||
Lease expense | 8,600 | $ 8,600 | ||||||
Monthly fees | 44,000 | 0 | ||||||
Number of common stock shares issued | shares | 173,911 | |||||||
Sales, Marketing, and Distribution Consultant One [Member] | ||||||||
Payments for consulting services | 88,000 | 34,000 | ||||||
Non-cancellable 36 Month Operating Lease Agreement [Member] | ||||||||
Lease expense | 900 | 700 | ||||||
Consulting Agreement [Member] | Sales, Marketing, and Distribution Consultant [Member] | ||||||||
Payments for consulting services | 21,000 | 9,000 | ||||||
Consulting Agreement [Member] | Sales, Marketing, and Distribution Consultant [Member] | Through December 31, 2018 [Member] | ||||||||
Payments for consulting services | 7,000 | |||||||
Consulting Agreement [Member] | Sales, Marketing, and Distribution Consultant One [Member] | ||||||||
Payments for consulting services | $ 25,000 | |||||||
Termination date | Apr. 30, 2019 | Apr. 30, 2019 | ||||||
Consulting Agreement [Member] | Sales, Marketing, and Distribution Consultant One [Member] | EURO [Member] | ||||||||
Payments for consulting services | € | € 21,000 | |||||||
Generator Development Agreement [Member] | ||||||||
Payment to bovie | $ 422,000 | |||||||
Generator Development Agreement [Member] | Pro-40 Electrocautery Generator [Member] | ||||||||
Payment to bovie | 0 | 31,000 | ||||||
Generator Development Agreement [Member] | Pro-40 Electrocautery Generator [Member] | Maximum [Member] | ||||||||
Payment to bovie | 295,000 | |||||||
Distribution Center and Logistic Services Agreement [Member] | ||||||||
Monthly fees | 3,500 | |||||||
Distribution Center and Logistic Services Agreement [Member] | Maximum [Member] | ||||||||
Monthly fees | 8,300 | |||||||
Distribution Center and Logistic Services Agreement [Member] | Minimum [Member] | ||||||||
Monthly fees | 2,300 | |||||||
Distribution Center and Logistic Services Agreement [Member] | EURO [Member] | ||||||||
Monthly fees | € | 2,900 | |||||||
Distribution Center and Logistic Services Agreement [Member] | EURO [Member] | Maximum [Member] | ||||||||
Monthly fees | € | 6,900 | |||||||
Distribution Center and Logistic Services Agreement [Member] | EURO [Member] | Minimum [Member] | ||||||||
Monthly fees | € | € 1,900 | |||||||
Co-Development Agreement [Member] | ||||||||
Agreement, description | 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. | |||||||
Royalty expense | 2,900 | |||||||
Patent Assignment and Contribution Agreement [Member] | ||||||||
Royalty expense | 1,500 | |||||||
Patent Assignment and Contribution Agreement [Member] | Scott Haufe [Member] | ||||||||
Agreement, description | 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. | |||||||
Number of common stock shares issued | shares | 750,108 | |||||||
Royalty expiration | Sep. 6, 2030 | |||||||
TAG Aviation LLC [Member] | ||||||||
Base rent | 9,400 | $ 6,300 | ||||||
Streamline Inc. [Member] | ||||||||
Proceeds from sale of assets | $ 500,000 | |||||||
Contingent description | The terms of the sale also required that for each of the calendar years ending December 31, 2018 and December 31, 2019 (each such calendar year, a Contingent Period), a contingent payment in cash (each, a Contingent Payment) equal to five percent (5%) of the total net sales received by the acquiring party from the sale of IV suspension system products in excess of 100 units during each Contingent Period. | |||||||
Contingent payments | $ 850,000 | |||||||
Streamline Inc. [Member] | Notes Receivable [Member] | ||||||||
Proceeds from sale of assets | $ 150,000 | |||||||
Operating Leases [Member] | ||||||||
Base rent | $ 2,147 |
Commitments & Contigencies - Sc
Commitments & Contigencies - Schedule of Operating Leases (Details) | Mar. 31, 2018USD ($) |
Office Space [Member] | |
December 31, 2018 | $ 12,000 |
Total | 12,000 |
Equipment [Member] | |
December 31, 2018 | 1,400 |
December 31, 2019 | 1,900 |
December 31, 2020 | 1,900 |
December 31, 2021 | 500 |
Total | $ 5,700 |
Short Term Liabilities (Details
Short Term Liabilities (Details Narrative) - USD ($) | Mar. 26, 2018 | Jan. 31, 2018 | Mar. 25, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 30, 2018 | Dec. 31, 2017 |
Promissory note face amount | $ 96,000 | $ 104,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Debt interest expense | $ 1,200 | $ 2,300 | |||||
Unpaid accrued interest | 70,996 | 69,000 | $ 69,222 | ||||
Proceeds from debt | 100,000 | ||||||
5% Convertible Debenture [Member] | |||||||
Debt instrument interest rate | 5.00% | ||||||
Debt instrument maturity date | Jan. 30, 2019 | ||||||
Unpaid accrued interest | 800 | ||||||
Proceeds from debt | $ 100,000 | ||||||
Debt conversion percentage | 85.00% | ||||||
Promissory Note [Member] | Steve Gorlin [Member] | |||||||
Promissory note face amount | $ 200,000 | ||||||
Debt instrument interest rate | 5.00% | ||||||
Debt instrument maturity date | May 15, 2018 | ||||||
Warrants to purchase shares of common stock | 133,333 | ||||||
Common stock, par value | $ 0.001 | ||||||
Warrant, exercise price | $ 0.75 | ||||||
Warrant term | 5 years | ||||||
Original issue discount | 177,000 | ||||||
Promissory Note One [Member] | |||||||
Promissory note face amount | $ 135,000 | ||||||
Debt instrument interest rate | 5.00% | ||||||
Debt instrument maturity date | Aug. 1, 2019 | ||||||
Debt monthly installments payment | $ 5,700 | ||||||
Promissory Note Two [Member] | |||||||
Promissory note face amount | $ 125,000 | ||||||
Debt instrument interest rate | 5.00% | ||||||
Debt instrument maturity date | Aug. 1, 2019 | ||||||
Debt monthly installments payment | $ 5,700 | ||||||
Finance Agreement [Member] | |||||||
Insurance premium finance payments due | $ 24,000 | ||||||
Insurance premium finance annual percentage | 5.98% | ||||||
Promissory notes | $ 45,000 | ||||||
Interest expense | $ 700 | $ 600 |
Short Term Liabilities - Schedu
Short Term Liabilities - Schedule of Future Payments Related to the Promissory Notes (Details) | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
December 31, 2018 | $ 251,000 |
December 31, 2019 | 45,000 |
Total | $ 296,000 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Equity [Abstract] | |
Shares, Outstanding, beginning | 7,194,215 |
Shares, Issued | 518,333 |
Shares, Outstanding, ending | 7,712,548 |
Shares, Exercisable, ending | 7,712,548 |
Weighted Average Exercise Price, Outstanding, beginning | $ / shares | $ 1.74 |
Weighted Average Exercise Price, Issued | $ / shares | 0.75 |
Weighted Average Exercise Price, Outstanding, ending | $ / shares | $ 1.67 |
Weighted Average Exercise Price, Exercisable, ending | 1.67 |
Weighted Average Remaining Contractual Life, Outstanding, beginning | 3 years 4 months 24 days |
Weighted Average Remaining Contractual Life, Issued | 4 years 11 months 4 days |
Weighted Average Remaining Contractual Life, Outstanding, ending | 3 years 2 months 23 days |
Weighted Average Remaining Contractual Life, Exercisable, Ending | 3 years 2 months 23 days |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Assumptions for Warrants (Details) | 3 Months Ended |
Mar. 31, 2018$ / shares | |
Private Placement 2/26/18 [Member] | |
MDVX Stock Price | $ 0.51 |
Exercise Price of Warrant | 0.75 |
Grant Date Fair Value | $ 0.20 |
Life of Warrant | 5 years |
Risk Free Rate of Return (%) | 2.60% |
Annualized Volatility Rate (%) | 55.91% |
Short-term Debt 3/26/18 [Member] | |
MDVX Stock Price | $ 0.53 |
Exercise Price of Warrant | 0.75 |
Grant Date Fair Value | $ 0.22 |
Life of Warrant | 5 years |
Risk Free Rate of Return (%) | 2.64% |
Annualized Volatility Rate (%) | 56.57% |
Related-Party Transactions (Det
Related-Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Sep. 30, 2013 | Mar. 31, 2018 | Mar. 31, 2017 | |
Rent expense | $ 2,849 | ||
TAG Aviation LLC [Member] | |||
Rent expense | 9,400 | $ 6,300 | |
Accounts payable | 6,300 | ||
Mr. Gorlin [Member] | TAG Aviation LLC [Member] | |||
Rent expense | $ 2,147 | ||
Patent Assignment and Royalty Agreement [Member] | Dr. Haufe [Member] | |||
Agreement, description | The agreement provides for the Company to pay Dr. Haufe royalties equal to 1% of revenues received by the Company from sales of all products derived from the use of the DenerveX technology. | ||
Royalty expense | $ 1,500 | ||
Co-Development Agreement [Member] | |||
Agreement, description | 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. | ||
Royalty expense | $ 2,900 | ||
Co-Development Agreement [Member] | Dr. Andrews [Member] | |||
Agreement, description | The agreement provides for the Company to pay Dr. Andrews a royalty of 2% of the Companys net sales earned from applicable product sales for at least 5 years from the effective date of the agreement. | ||
Royalty expense | $ 2,900 |
Research and Development (Detai
Research and Development (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Contract cost | $ 960,000 | |
Research and Development expenses | 139,124 | $ 335,440 |
Devicix Prototype Manufacturing Agreement [Member] | ||
Development fees | 1,881,000 | |
Accounts payable | 18,000 | 96,000 |
Research and Development expenses | 32,000 | 206,000 |
Denervex Generator Manufacturing Agreement [Member] | ||
Development fees | 295,000 | |
Accounts payable | 2,000 | |
Payment to administrative fee | 0 | 31,000 |
Denervex Generator Manufacturing Agreement [Member] | Bovie [Member] | ||
Payment to administrative fee | 422,000 | |
Denervex Generator Manufacturing Agreement [Member] | Nortech [Member] | ||
Payment to administrative fee | 72,000 | |
Nortech Manufacturing Agreement [Member] | ||
Development fees | 102,400 | |
Accounts payable | $ 232,000 | |
Research and Development expenses | $ 993,000 |
Liquidity, Going Concern and 45
Liquidity, Going Concern and Management's Plans (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 1,253,786 | $ 2,238,988 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 26, 2018 | Jan. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ .001 | $ .001 | ||
Number of shares issued during period | 173,911 | |||
Subsequent Event [Member] | ||||
Debt conversion price per share | $ 0.40 | |||
Subsequent Event [Member] | May 2018 [Member] | ||||
Proceeds from issuance of private placement | $ 350,000 | |||
Warrants purchased | 875,000 | |||
Number of shares issued during period | 3,500 | |||
Subsequent Event [Member] | Unit Purchase Agreement [Member] | May 2018 [Member] | ||||
Proceeds from issuance of private placement | $ 1,000,000 | |||
Number of common stock purchase | $ 100,000 | |||
Warrants purchased | 250,000 | |||
Warrant per shares | $ 0.001 | |||
Number of shares purchase price per shares | $ 0.75 | |||
Number of shares issued during period | ||||
Subsequent Event [Member] | Unit Purchase Agreement [Member] | May 2018 [Member] | 5% Series B Preferred Stock [Member] | ||||
Debt conversion price per share | $ 0.40 | |||
Number of stock purchased during period | 1,000 | |||
Preferred stock, par value | $ 0.001 | |||
Warrants purchased | ||||
Number of shares converted | 300 | |||
Dividend rate | 5.00% | |||
Subsequent Event [Member] | 5% Convertible Debenture [Member] | ||||
Debt conversion | $ 100,000 | |||
Debt conversion, shares | 266,301 | |||
Debt conversion price per share | $ 0.38 | |||
Conversion of common stock, percentage | 85.00% |