Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 12, 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 | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 24,717,271 | |
Trading Symbol | MDVX | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 227,960 | $ 245,026 |
Accounts receivable | 141,290 | 157,069 |
Other receivables | 9,537 | 86,888 |
Inventory | 206,495 | 294,714 |
Prepaid expenses | 59,068 | 204,532 |
Short-term receivable | 150,000 | |
Total Current Assets | 644,350 | 1,138,229 |
Property and Equipment, net of accumulated depreciation | 66,551 | 87,173 |
Deposits | 2,751 | 2,751 |
Total Assets | 713,652 | 1,228,153 |
Current Liabilities | ||
Interest payable | 80,709 | 69,222 |
Accounts payable | 688,958 | 196,171 |
Accounts payable to related parties | 69,503 | 12,319 |
Accrued payroll | 124,817 | |
Accrued liabilities | 243,435 | 64,000 |
Notes payable, current portion | 54,363 | 132,294 |
Short-term note payable, net of debt discount | 533,128 | |
Dividend payable | 19,271 | |
Unearned revenue | 1,048 | |
Total Current Liabilities | 1,814,184 | 475,054 |
Long-Term Liabilities | ||
Notes payable, net of current portion | 38,990 | |
Deferred rent | 67 | 688 |
Total Long-Term Liabilities | 67 | 39,678 |
Total Liabilities | 1,814,251 | 514,732 |
Stockholders' (Deficit) Equity | ||
Common stock - $.001 par value: 49,500,000 shares authorized, 23,473,314 and 21,163,013 shares issued at September 30, 2018 (unaudited) and December 31, 2017, respectively, 23,548,304 and 21,163,013 shares outstanding at September 30, 2018 and December 31, 2017, respectively | 23,548 | 21,163 |
Additional paid-in capital | 35,205,227 | 33,509,648 |
Accumulated deficit | (36,329,383) | (32,817,403) |
Total Stockholders' (Deficit) Equity | (1,100,599) | 713,421 |
Total Liabilities and Stockholders' (Deficit) Equity | 713,652 | 1,228,153 |
Series A Preferred Stock [Member] | ||
Stockholders' (Deficit) Equity | ||
Preferred stock value | 13 | |
Total Stockholders' (Deficit) Equity | 13 | |
Series B Preferred Stock [Member] | ||
Stockholders' (Deficit) Equity | ||
Preferred stock value | 9 | |
Total Stockholders' (Deficit) Equity | $ 9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 49,500,000 | 49,500,000 |
Common stock, shares issued | 23,473,314 | 21,163,013 |
Common stock, shares outstanding | 23,473,314 | 21,163,013 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 45,000 | 45,000 |
Preferred stock, shares issued | 12,740 | |
Preferred stock, shares outstanding | 12,740 | |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 9,250 | |
Preferred stock, shares outstanding | 9,250 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 208,713 | $ 117,277 | $ 605,058 | $ 117,277 |
Less: Discounts Allowed | (2,554) | (6,285) | ||
Cost of Goods Sold | (122,436) | (96,683) | (425,399) | (96,683) |
Gross Profit | 83,723 | 20,594 | 173,374 | 20,594 |
Operating Expenses | ||||
General and administrative | 943,988 | 1,092,084 | 2,708,273 | 3,540,500 |
Sales and marketing | 215,039 | 216,950 | 666,092 | 444,708 |
Research and development | 46,219 | 70,151 | 201,529 | 461,924 |
Depreciation | 6,728 | 7,109 | 20,622 | 20,000 |
Total Operating Expenses | 1,211,974 | 1,386,294 | 3,596,516 | 4,467,132 |
Operating Loss | (1,128,251) | (1,365,700) | (3,423,142) | (4,446,538) |
Other Expenses | ||||
Foreign currency transaction loss | 3,849 | 15,881 | ||
Interest expense | 40,197 | 1,654 | 72,957 | 393,890 |
Total Other Expenses | 44,046 | 1,654 | 88,838 | 393,890 |
Total Loss from Continuing Operations | (1,172,297) | (1,367,354) | (3,511,980) | (4,840,428) |
Discontinued Operations | ||||
Loss from discontinued operations | 1,163 | |||
Total Loss from Discontinued Operations | (1,163) | |||
Net Loss | (1,172,297) | (1,367,354) | (3,511,980) | (4,841,591) |
Dividend on outstanding Series B Preferred stock | (11,563) | (19,271) | ||
Deemed dividend on beneficial conversion features | (259,350) | |||
Net loss attributable to common shareholders | $ (1,183,860) | $ (1,367,354) | $ (3,790,601) | $ (4,841,591) |
Loss per share - Basic: | ||||
Continuing Operations | $ (0.05) | $ (0.07) | $ (0.16) | $ (0.26) |
Discontinued Operations | ||||
Net Loss per share | (0.05) | (0.07) | (0.16) | (0.26) |
Loss per share - Diluted: | ||||
Continuing Operations | (0.05) | (0.07) | (0.17) | (0.26) |
Discontinued Operations | ||||
Net Loss per share | $ (0.05) | $ (0.07) | $ (0.17) | $ (0.26) |
Weighted average outstanding shares used to compute basic net loss per share | 23,473,314 | 20,504,932 | 22,786,208 | 18,332,398 |
Weighted average outstanding shares used to compute diluted net loss per share | 23,473,314 | 20,504,932 | 22,786,208 | 18,332,398 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' (Deficit) Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) | Series A Preferred Stock [Member] | Series B 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, net of offering costs | $ 770 | 241,727 | 242,497 | |||
Issuance of common stock pursuant to a private placement completed in February 2018, net of offering costs, shares | 770,000 | |||||
Issuance of warrants pursuant to a private placement completed in February 2018 | 52,003 | 52,003 | ||||
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 | ||||
Issuance of common stock pursuant to conversion of convertible debt in April 2018 | $ 266 | 100,928 | 101,194 | |||
Issuance of common stock pursuant to conversion of convertible debt in April 2018, shares | 266,301 | |||||
Issuance of preferred stock pursuant to a private placement completed in May 2018, net of offering costs | $ 8 | 413,174 | 413,182 | |||
Issuance of preferred stock pursuant to a private placement completed in May 2018, net of offering costs, shares | 8,250 | |||||
Issuance of warrants pursuant to a private placement completed in May 2018 | 161,206 | 161,206 | ||||
Convertible preferred stock - beneficial conversion feature pursuant to a private placement completed in May 2018 | 245,612 | 245,612 | ||||
Issuance of preferred stock pursuant to conversion of short-term debt in May 2018 | $ 1 | 68,773 | 68,774 | |||
Issuance of preferred stock pursuant to conversion of short-term debt in May 2018, shares | 1,000 | |||||
Issuance of warrants pursuant to conversion of short-term debt in May 2018 | 17,488 | 17,488 | ||||
Convertible preferred stock - beneficial conversion feature pursuant to conversion of short-term debt in May 2018 | 13,738 | 13,738 | ||||
Issuance of common stock in exchange for Consulting services in August 2018 | $ 75 | 23,925 | 24,000 | |||
Issuance of common stock in exchange for Consulting services in August 2018, shares | 74,990 | |||||
Issuance of warrants in connection with short-term debt in August 2018 | 192,330 | 192,330 | ||||
Issuance of warrants in connection with short-term debt in September 2018 | 52,246 | 52,246 | ||||
Dividend payable | (19,271) | (19,271) | ||||
Stock based compensation | 107,315 | 107,315 | ||||
Net loss | (3,511,980) | (3,511,980) | ||||
Ending Balance at Sep. 30, 2018 | $ 9 | $ 23,548 | $ 35,205,227 | $ (36,329,383) | $ (1,100,599) | |
Ending Balance, shares at Sep. 30, 2018 | 9,250 | 23,548,304 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (3,511,980) | $ (4,841,591) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 20,622 | 20,000 |
Amortization of debt discount | 53,353 | 31,772 |
Debt conversion expense | 355,985 | |
Stock-based compensation | 107,315 | 611,522 |
Non-cash consulting services | 24,000 | |
Straight-line rent adjustment | (621) | (196) |
Changes in operating assets and liabilities, net of effects of disposition: | ||
Accounts receivable | 15,779 | (94,779) |
Other receivables | 77,351 | (23,369) |
Prepaid expenses | 145,464 | 224,416 |
Inventory | 88,219 | (164,867) |
Accounts payable | 492,787 | 43,106 |
Accounts payable to related parties | 57,184 | 671 |
Interest payable | 11,487 | |
Unearned revenue | (1,048) | |
Accrued payroll | 124,817 | |
Accrued liabilities | 179,435 | (84,800) |
Net Cash Used in Operating Activities | (2,115,836) | (3,922,130) |
Cash Flows from Investing Activities | ||
Payment received from Streamline note receivable | 150,000 | |
Expenditures for property and equipment | (14,808) | |
Net Cash Provided by (Used in) Investing Activities | 150,000 | (14,808) |
Cash Flows from Financing Activities | ||
Principal payments under note payable obligations | (215,730) | (112,342) |
Proceeds from issuance of common stock and preferred stock, net of offering costs | 901,291 | 3,838,671 |
Proceeds from issuance of warrants, net of offering costs | 238,855 | 1,248,575 |
Proceeds from issuance of convertible debt | 74,354 | |
Proceeds from issuance of short term loan | 950,000 | |
Net Cash Provided by Financing Activities | 1,948,770 | 4,974,904 |
Net Increase/(Decrease) in Cash | (17,066) | 1,037,966 |
Cash - Beginning of period | 245,026 | 892,814 |
Cash - End of period | 227,960 | 1,930,780 |
Supplementary Cash Flow Information | ||
Cash paid for interest | 4,768 | 6,130 |
Non-cash investing and financing activities | ||
Financing agreement for insurance policy | 74,672 | 66,895 |
Conversion of convertible note and accrued interest to common stock | 101,194 | 718,079 |
Conversion of short-term loan to common stock | 126,720 | |
Conversion of short-term loan to preferred stock and warrants | 100,000 | |
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 | 931 |
Issuance of common stock warrants for placement agent fees | 304,183 | |
Issuance of common stock for consideration of cancellation of warrants | 208,000 | |
Issuance of warrants for promissory note | 25,646 | |
Dividends accrued | 19,271 | |
Issuance of warrants for Bridge Loan | $ 244,576 |
Description of the Company
Description of the Company | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2018 and the results of operations for the three and nine months ended September 30, 2018 and 2017, and cash flows for the nine months ended September 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 2018 and 2017, and cash flows for the nine months ended September 30, 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. Change in Accounting Estimates The Company had three years of historical stock price information available as of September 30, 2018. As such, only the Company’s historical information was solely used in calculating annualized volatility utilized in the Black-Sholes valuation method in determining the fair value of warrants issued. In prior periods, annualized volatility was calculated using the historical price of the Company’s stock price information in addition to three comparative companies in an active market. Foreign Currency The Company’s revenues and expenses transacted in foreign currencies are recorded 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. The Company recorded approximately $4,000 and $5,600, respectively, in foreign currency transaction expense for the three and nine months ended September 30, 2018. The Company did not incur any foreign currency transaction costs related to revenues and expenses transacted in foreign currencies for the three and nine months ending September 30, 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 September 30, 2018, the Company recorded a net translation loss of approximately $10,200 in foreign currency denominated monetary assets and liabilities. The Company did not incur any foreign currency translation costs related to foreign currency denominated monetary assets and liabilities for the three and nine months ending September 30, 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 the consolidated financial statements. In February 2016, the 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. In July 2017, FASB issued ASU No. 2017-11 to provide new guidance for classification and accounting of financial instruments with down round features. The update requires entities to recognize the effect of a down round feature in a freestanding equity-classified financial instrument only when it is triggered. The effect of triggering such a feature should be recognized as a dividend and a reduction to income available to common shareholders in calculating basic EPS. ASU 2017-11 is effective for public companies for annual reporting periods beginning after December 15, 2018, including interim periods therein. The Company adopted the amendments of ASU 2017-11 effective January 1, 2018. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 – Inventory Inventory consists 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 September 30, 2018, and December 31, 2017: September 30, 2018 December 31, 2017 Split Return Electrodes $ — $ 1,868 Denervex device 71,495 111,596 Pro-40 generator 135,000 181,250 Total $ 206,495 $ 294,714 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 - Property and Equipment Property and equipment, net, consists of the following: Useful Life September 30, 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 (68,640 ) (48,018 ) Total $ 66,551 $ 87,173 Depreciation expense amounted to $6,728 and $20,622, respectively, for the three and nine months ended September 30, 2018. Depreciation expense amounted to $7,109 and $20,000, respectively, for the three and nine months ended September 30, 2017. |
Equity Transactions
Equity Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Equity Transactions | Note 7 - Equity Transactions 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. In August 2017, the Board authorized the issuance of 125,000 shares of common stock to a certain member of the Board of Directors and 175,000 shares of common stock to a certain consultant. At the inception of the agreement, 25% of the shares were issued to both the director and the consultant. In December 2017, 50,000 shares were issued to the consultant. As of September 30, 2018, the board member and consultant are due to be issued an additional 75,000 shares. The 75,000 shares were valued at the performance completion date, August 16, 2018, at $0.32 per share, which was the closing price on that date. As the shares had not been issued as of September 30, 2018, the fair value of the liability at the performance completion date $24,000 is in accrued liabilities. The Company does not expect to issue any remaining shares as the board member and the consultant are no longer associated with the Company. Stock-Based Compensation Plan 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 and nine months ended September 30, 2018, the Company recognized approximately $22,000 and $107,000, respectively, as compensation expense with respect to vested stock options. For the three and nine months ended September 30, 2017, the Company recognized approximately $111,000 and $612,000, respectively, as compensation expense with respect to vested stock options. Stock Option Activity As of September 30, 2018, there were 142,825 shares of time-based, non-vested stock options outstanding. As of September 30, 2018, there was approximately $53,000 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 1.39 years. The following is a summary of stock option activity at September 30, 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 9/30/2018 1,178,024 $ 2.04 7.45 Exercisable at 9/30/2018 1,035,200 $ 2.16 7.37 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 $52,003 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. On May 1, 2018, the Company entered into a securities purchase agreement with selected accredited investors whereby the Company offered up to $1,000,000 in units. Each unit had a purchase price of $100,000 and consisted of (i) 1,000 shares of the Company’s 5% Series B Convertible Preferred Stock (the “ Series B Shares As a result of the offering, the Company sold an aggregate of 8.25 Units and issued to the Investors an aggregate of 8,250 Series B Shares and 2,062,500 warrants to purchase common stock, resulting in total $825,000 gross proceeds to the Company. The Company incurred $5,000 in legal fees related to the offering, which resulted in $820,000 net cash received from the offering. The 8,250 Series B Shares sold in the Offering are initially convertible into an aggregate of 2,062,500 shares of Common Stock. The net proceeds of the offering of $820,000 were first allocated to the warrants issued to investors, and the Series B Shares based on their relative fair value. The Company recognized a beneficial conversion feature related to the Series B Shares of approximately $246,000, which was credited to additional paid-in capital. Because the Series B Shares can immediately be converted by the holder, the discount recognized by the allocation of proceeds to the beneficial conversion feature was immediately accreted and recognized as a dividend to the preferred shareholders. On August 1, 2018 the annual dividend rate on the Series B Shares was adjusted to 12%, which is equal to the same rate as the convertible debt issued in August and September 2018, pursuant to an adjustment provision in the Series B Shares which entitles the holders to receive a more beneficial annual dividend rate offered in any subsequent financings. The Company had accrued unpaid dividends in the amount of approximately $30,000 as of September 30, 2018, related to the Series B Shares. On August 8, 2018, the Company completed the issuance of convertible debt at an initial conversion price of $0.40. Accordingly the exercise price on all of the warrants issued with the Series B Shares were adjusted downward to $0.40. In conjunction with the downward adjustment, the Company recorded a deemed dividend of approximately $108,000 representing the difference in the fair value of the warrants immediately before and after the adjustment to the exercise price. 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. Convertible Notes In August and September 2018, the Company entered into a securities purchase agreement with select accredited investors, whereby the Company offered up to $1,000,000 in units at a purchase price of $50,000 per unit. Each Unit consists of (i) a 12% senior secured convertible note, initially convertible into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering, and (ii) a three-year warrant to purchase such number of shares of the Company’s common stock equal to one hundred percent (100%) of the number of shares of common stock issuable upon conversion of the notes at $0.40. The Warrants are exercisable at a price equal to the lesser of $0.75 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of the debt and/or equity securities completed by the Company following the issuance of warrants. The notes are secured by all of the assets of the Company. ASU 2017-11 provided that when determining whether certain financial instruments should be classified as liability or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. If a down round feature on the conversion option embedded in the note is triggered, the Company will evaluate whether a beneficial conversion feature exists, the Company will record the amount as a debt discount and will amortize it over the remaining term of the debt. If the down round feature in the warrants is triggered, the Company will recognize the effect of the down found as a deemed dividend which will reduce the income available to common stockholders. In the offering, the Company sold an aggregate of 15 units and issued to investors an aggregate of $750,000 in principal amount of convertible notes and 1,875,000 warrants to purchase common stock, resulting in total gross proceeds of $750,000 to the Company. If converted at $0.40 the convertible notes sold in the offering are convertible into an aggregate of 1,875,000 shares of common stock. The Company recorded the proceeds from the notes and the accompanying warrants, which accrete over the period the notes are outstanding, on a relative fair value basis of approximately $505,000 and $245,000, respectively. Accretion expense for the three and nine month period ending September 30, 2018 related to these convertible notes was approximately $28,400. The Company recognized $10,700 in unpaid accrued interest expense related to the notes as of September 30, 2018. Debt Conversion Convertible Debenture 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 difference noted above lead to an immaterial amount related to a beneficial conversion feature. Promissory Note On May 15, 2018, the Company entered into a modification agreement with Steve Gorlin whereby he agreed to convert $100,000 of the $200,000 outstanding promissory note into Series B Shares. The conversion of $100,000 was converted under the terms of the May 1, 2018 securities purchase agreement. The $100,000 conversion was converted into an aggregate of 1,000 shares of the Company’s Series B Shares and 250,000 warrants to purchase common stock, eliminating $100,000 of the Company’s $200,000 debt obligation. The converted $100,000 was first allocated to the fair value of the warrants issued in conjunction with the conversion, and the Series B Shares based on their relative fair value. The Company recognized a beneficial conversion feature related to the Series B Shares of approximately $14,000, which was credited to additional paid-in capital. Because the Series B Shares can immediately be converted by the holder, the discount recognized by the allocation of proceeds to the beneficial conversion feature was immediately accreted and recognized as a dividend to the preferred shareholders. On August 21, 2018, the Company paid back the remaining $100,000 plus unpaid accrued interest in the amount of $2,944, eliminating the Company’s debt obligation. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 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 $28,300, respectively, for the three and nine months ended September 30, 2018. Rent expense and utilities cost paid to TAG Aviation amounted to approximately $9,500 and $25,000 for the three and nine months ended September 30, 2017. On September 1, 2018, the Company extended the term of the lease agreement for the commercial building which originally commenced on August 1, 2015. The term of the new lease agreement is for two years four months commencing on September 1, 2018 and ending December 31, 2020. Base rent under the old lease agreement was $2,948 and base rent under the new agreement is $3,095. Total lease expense for the three and nine months ended September 30, 2018 was approximately $8,800 and $26,000, respectively related to this lease. Total lease expense for the three and nine months ended September 30, 2017 was approximately $8,600 and $26,000, respectively related to this lease. Future minimum lease payments under this rental agreement are approximately as follows: For the year ending: December 31, 2018 $ 9,300 December 31, 2019 37,500 December 31, 2020 38,600 $ 85,400 Equipment The Company entered into a 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 $800 and $2,500, respectively, for the three and nine months ended September 30, 2018. Total lease expense was approximately $900 and $2,900, respectively, for the three and nine months ended September 30, 2017. Future minimum lease payments under this operating lease agreement are approximately as follows: For the year ending : December 31, 2018 $ 500 December 31, 2019 1,900 December 31, 2020 1,900 December 31, 2021 500 $ 4,800 Consulting Agreements The Company has an agreement with Jesse Crowne, a Director and Co-Chairman of the Board of the Company, to provide business development consulting services for a fee of $13,333 per month. The Company incurred $39,999 and $120,000, respectively, for the three and nine months ended September 30, 2018 related to this consulting agreement, of which $13,333 was included in accounts payable at September 30, 2018. The monthly consulting fee was increased from a rate of $9,167 beginning in January 2018. The Company incurred approximately $30,000 and $85,000, respectively, for the three and nine months ended September 30, 2017 related to this consulting agreement. 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 incurred $21,000 and $63,000, respectively, for the three and nine months ended September 30, 2018 related to this consulting agreement. The Company incurred $21,000 and $45,000, respectively, for the three and nine months ended September 30, 2017 related to this consulting agreement. 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 incurred approximately $71,000 and $280,000, respectively, for the three and nine months ended September 30, 2018 related to these consulting agreements. The Company incurred approximately $58,000 and $131,000, respectively, for the three and nine months ended September 30, 2017 related to these consulting agreements. Generator development agreement The Company was obligated to reimburse Bovie Medical Corporation (“Bovie”) up to $295,000 for the development of the Pro-40 electrocautery generator. The Company did not incur any expenses to Bovie for the three and nine months ended September 30, 2018 under this agreement. The Company incurred approximately $3,000 and $33,000, respectively, for the three and nine months ended September 30, 2017 under this agreement. Through September 30, 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. 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 manage and coordinate the DenerveX System products which the Company exports to the EU through June 2019. The Company originally paid 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. Effective September 1, 2018, the fixed monthly fee was changed to €6,900 (approximately $7,900). Total expenses paid for the distribution center and logistics agreement was approximately $34,000 and $118,000, respectively, for the three and nine months ended September 30, 2018. Total expenses paid for the distribution center and logistics agreement was approximately $37,900 for the three and nine months ended September 30, 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 $4,500 and $13,100, respectively, in royalty expense under the co-development agreement for the three and nine months ended September 30, 2018, all of which was included in accounts payable at September 30, 2018. The Company incurred approximately $446 in royalty expense under the co-development agreement for the three and nine months ended September 30, 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 $2,300 and $6,600, respectively, in royalty expense under the Contribution and Royalty agreement for the three and nine months ended September 30, 2018, all of which was included in accounts payable at September 30, 2018. The Company incurred approximately $225 in royalty expense under the patent assignment and contribution agreement for the three and nine months ended September 30, 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 and nine months ended September 30, 2018. The Company recorded a nominal amount in Streamline related expenses for the three and nine months ended September 30, 2017. |
Short Term Liabilities
Short Term Liabilities | 9 Months Ended |
Sep. 30, 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 paid the yearly premium in full and had no outstanding balance as of September 30, 2018 and 2017 related to the agreement. 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 was originally 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 Company recorded the proceeds from the promissory note and the accompanying warrants, which accrete over the period the loan is outstanding, on a relative fair basis of approximately $174,000 and $26,000, respectively. On May 15, 2018, the Company entered into a modification agreement with Steve Gorlin whereby he agreed to convert $100,000 of the outstanding promissory note into Series B Shares. (See Note 7). Additionally, the due date for the remaining $100,000 of the promissory note was extended to August 31, 2018. On August 21, 2018, the Company paid the remaining $100,000 plus unpaid accrued interest in the amount of $2,944, which was exclusive of the amortization expense recognized in connection with the accompanying warrants issued with the note, eliminating the Company’s debt obligation. (See Note 7) 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 $62,000 and $104,000 at September 30, 2018 and December 31, 2017, respectively. The Company incurred interest expense related to the promissory notes for the three and nine months ended September 30, 2018 in the amount of approximately $800 and $3,100, respectively. The Company incurred interest expense related to the promissory notes for the three and nine months ended September 30, 2017 in the amount of approximately $1,700 and $5,500, respectively. The Company had unpaid accrued interest in the amount of approximately $70,000 and $69,000 at September 30, 2018 and December 31, 2017, respectively, related to the promissory notes. Expected future payments related to the promissory notes as of September 30, 2018, are approximately as follows: For the year ending December 31, 2018 $ 17,000 December 31, 2019 45,000 $ 62,000 Convertible Debenture On January 31, 2018, the Company issued a 5% convertible debenture in exchange for $100,000. The debenture accrued interest at 5% per annum. Principal and interest were due on January 30, 2019. The debenture was 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. On April 26, 2018, the convertible debenture and unpaid accrued interest was converted into an aggregate of 266,301 shares of common stock, eliminating the Company’s debt obligation (Note 7). Prior to the conversion, the Company recognized approximately $400 and $1,200, respectively, in interest expense related to the convertible debenture during the nine months ending September 30, 2018. The market value of the common stock on the date of the conversion was $0.40. This difference lead to an immaterial amount related to a beneficial conversion feature. Convertible Notes In August and September 2018, the Company entered into a securities purchase agreement with select accredited investors, whereby the Company offered up to $1,000,000 in units at a purchase price of $50,000 per unit. Each unit consists of a 12% senior secured convertible note and a three-year warrant to purchase shares of the Company’s common stock. The notes are secured by all of the assets of the Company. (See Note 7). In the offering, the Company sold an aggregate of 15 units and issued to investors an aggregate of $750,000 in principal amount of convertible notes and 1,875,000 warrants to purchase common stock, resulting in total gross proceeds of $750,000 to the Company. The convertible notes sold in the offering are convertible into an aggregate of 1,875,000 shares of common stock. The Company recorded the proceeds from the notes and the accompanying warrants, which accrete over the period the notes are outstanding, on a relative fair value basis of approximately $625,000 and $125,000, respectively. Accretion expense for the three and nine month period ending September 30, 2018 was approximately $14,000. The Company recognized $10,700 in unpaid accrued interest expense related to the notes as of September 30, 2018. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2018 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at 12/31/2017 7,194,215 $ 1.74 3.40 Issued 4,705,833 (1)(2) 2.91 Outstanding and exercisable at 9/30/2018 11,900,048 $ 1.28 2.73 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 September 30, 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 Private placement 5/1/2018 $ 0.44 (1 ) $ 0.11 3 years 2.66 56.92 Debt conversion 5/15/2018 $ 0.39 (1 ) $ 0.08 3 years 2.75 57.03 Convertible notes 8/8/2018 $ 0.37 (2 ) $ 0.19 3 years 2.68 104.37 Convertible notes 9/28/2018 $ 0.40 (2 ) $ 0.21 3 years 2.88 105.07 (1) (2) 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 | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 - Income Taxes For the period from February 1, 2013 (inception) to September 30, 2018, the Company has incurred net losses and, therefore, has no current income tax liability. The net deferred tax asset generated by these losses is fully reserved as of September 30, 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 September 30, 2018 or December 31, 2017. The Company has not undergone any tax examinations since inception. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 13 - Related-Party Transactions Patent Assignment and Royalty Agreements As described in Note 8, 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 $2,300 and $6,600, respectively, in royalty expense under the Contribution and Royalty agreement for the three and nine months ended September 30, 2018, all of which was included in accounts payable at September 30, 2018. The Company incurred approximately $225 in royalty expense under the patent assignment and contribution agreement for the three and nine months ended September 30, 2017. Co-Development Agreement As described in Note 8, 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 $4,500 and $13,100 in royalty expense under the co-development agreement for the three and nine months ended September 30, 2018, all of which was included in accounts payable at September 30, 2018. The Company incurred approximately $446 in royalty expense under the co-development agreement for the three and nine months ended September 30, 2017. Operating Lease As described in Note 8, 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 $28,300, respectively, for the three and nine months ended September 30, 2018. Approximately $6,300 was included in accounts payable as of September 30, 2018. Rent expense and utilities expenses paid to TAG Aviation amounted to approximately $9,500 and $25,000, respectively, for the three and nine months ended September 30, 2017. Consulting expense As described in Note 8, the Company paid $39,999 and $120,000, respectively, for the three and nine months ended September 30, 2018 to Jesse Crowne, a director and Co-Chairman of the Board of the Company, for business advisory services, of which $13,333 was included in accounts payable at September 30, 2018. |
Research and Development
Research and Development | 9 Months Ended |
Sep. 30, 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 September 30, 2018, the Company has incurred approximately $1,947,000 in fees to Devicix, of which approximately $66,000 and $7,000, respectively, was included in accounts payable as of September 30, 2018 and December 31, 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 $42,000 and $98,000, respectively, for the three and nine months ended September 30, 2018. The Company incurred expenses of approximately $34,000 and $273,000, respectively, for the three and nine months ended September 30, 2017. Denervex Generator Manufacturing Agreement The DenerveX device requires a custom electrocautery generator for power. As described in Note 8, 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 did not incur any expenses to Bovie for the three and nine months ended September 30, 2018. The Company incurred approximately $3,000 and $33,000, respectively, for the three and nine months ended September 30, 2017. Through September 30, 2018, the Company has incurred approximately $422,000 to Bovie related to this agreement. The manufacturing agreement is complete as of September 30, 2018, and the Company does not expect to incur any more expenses related to the 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 $0 and $107,000, respectively, to Nortech for the three and nine months ended September 30, 2018 related to the manufacturing agreement. The Company incurred fees of approximately $7,400 and $147,000, respectively, to Nortech for the three and nine months ended September 30, 2017. Through September 30, 2018, the Company has incurred expenses of approximately $997,000 to Nortech related to the manufacturing agreement. |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management's Plans | 9 Months Ended |
Sep. 30, 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 net losses of approximately $3,721,000 and $4,842,000 for the nine months ended September 30, 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. A condition to closing the Asset Purchase Agreement as described in Note 16 is a net raise of $3,000,000 from the sale of new securities. At the time of filing, this condition had not been met. If no additional funds are raised, the Asset Purchase Agreement may not close. If that occurs, the Company will have to curtail operations, as it has no viable alternatives to this agreement. Curtailing operation 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 | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 - Subsequent Events On October 3, 2018, the Board approved the issuance of shares of common stock in lieu of cash payments due to certain directors and officers of the Company. This issuance was conditioned upon the Company signing a definitive agreement with Regenerative Medical Solutions, LLC (“RMS”). That agreement was signed on October 15, 2018, and a total of 1,168,956 shares were subsequently issued as follows: All non-employee directors were issued 35,578 shares each, for a total of 320,202 shares being issued. Executives were issued a total of 524,945 shares in lieu of cash due for 2017 bonus awards and 323,810 shares were issued to Jarrett Gorlin, former Chief Executive Officer, as severance in lieu of six months of cash salary. The 2017 bonus awards were not previously accrued as management determined it was not probable they would be paid. The board’s approval to issue shares to settle the 2017 bonus awards changed management’s probability assessment and the Company recorded the fair value of the shares issued ($210,000) as a liability at September 30, 2018. On October 9, 2018, the Company entered into an employment agreement with William E. Horne pursuant to which Mr. Horne will serve as the Company’s President and Chief Executive Officer. The employment agreement is for a term of five years subject to additional one year renewals. The employment agreement provides for an annual base salary of $650,000 provided that if he is receiving his full salary from Laser Spine Institute, his annual base salary shall be reduced to $500,000. Mr. Horne is also eligible to participate in any discretionary or incentive bonus program approved by the Company’s Compensation Committee. Mr. Horne shall also be entitled to receive incentive stock options and restricted stock awards equal to 7% of the Company’s issued and outstanding common stock, as of the closing date of the consummation of the Asset Purchase Agreement (“APA”), as discussed below, between the Company and RMS. In the event that the APA is not consummated, the employment agreement shall terminate. Mr. Jarrett Gorlin resigned as President and Chief Executive Officer upon the effectiveness of the employment agreement. On October 15, 2018, Directors Jarrett Gorlin, James R. Lawson, Randal R. Betz, John C. Thomas, Jr., James R. Andrews, Clyde A. Hennies, Jon Mogford, Scott Haufe and Jesse W. Crowne, this being all Board members except for Larry W. Papasan, tendered their resignations to Mr. Papasan, Co-Chairman of the Board. Mr. Papasan then invited newly appointed President and Chief Executive Officer, William E. Horne, to join the Board as Chairman. Mr. Horne accepted, and Mr. Papasan tendered his resignation to Mr. Horne, leaving Mr. Horne as the sole director of the Company. On October 18, 2018, the Company entered into an APA with RMS, Lung Institute LLC, RMS Lung Institute Management LLC, Cognitive Health Institute Tampa, LLC, RMS Shareholder, LLC and RMS Acquisition Corp. (“Buyer”) (collectively, the “Parties”). Pursuant to the terms of the APA, buyer shall purchase all of the assets of RMS, Cognitive Health Institute Tampa, LLC, Lung Institute LLC and RMS Lung Institute Management LLC (collectively the “Sellers”). As consideration, Buyer shall (i) deliver to Sellers (a) 583,333 shares of common stock of the Company (“Common Stock”), (b) 33,632 shares of Series C Preferred Stock of the Company (“Series C Preferred Stock”), where each share of Series C Preferred Stock will convert into 1,000 shares of Common Stock and shall combine to represent the right to convert into and acquire an aggregate of fifty-five percent (55%) of the outstanding common stock of the Company and (c) “Additional Exchange Shares” as defined in the APA; and (ii) assume certain liabilities as provided in the APA. As further consideration, the Company shall pay RMS the sum of $350,000. The close of the APA is subject to certain closing conditions as set forth in the APA. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2018 and 2017, and cash flows for the nine months ended September 30, 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. |
Change in Accounting Estimates | Change in Accounting Estimates The Company had three years of historical stock price information available as of September 30, 2018. As such, only the Company’s historical information was solely used in calculating annualized volatility utilized in the Black-Sholes valuation method in determining the fair value of warrants issued. In prior periods, annualized volatility was calculated using the historical price of the Company’s stock price information in addition to three comparative companies in an active market. |
Foreign Currency Transaction | Foreign Currency Transaction The Company’s revenues and expenses transacted in foreign currencies are recorded 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. The Company recorded approximately $4,000 and $5,600, respectively, in foreign currency transaction expense for the three and nine months ended September 30, 2018. The Company did not incur any foreign currency transaction costs related to revenues and expenses transacted in foreign currencies for the three and nine months ending September 30, 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 September 30, 2018, the Company recorded a net translation loss of approximately $10,200 in foreign currency denominated monetary assets and liabilities. The Company did not incur any foreign currency translation costs related to foreign currency denominated monetary assets and liabilities for the three and nine months ending September 30, 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 the consolidated financial statements. In February 2016, the 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. In July 2017, FASB issued ASU No. 2017-11 to provide new guidance for classification and accounting of financial instruments with down round features. The update requires entities to recognize the effect of a down round feature in a freestanding equity-classified financial instrument only when it is triggered. The effect of triggering such a feature should be recognized as a dividend and a reduction to income available to common shareholders in calculating basic EPS. ASU 2017-11 is effective for public companies for annual reporting periods beginning after December 15, 2018, including interim periods therein. The Company adopted the amendments of ASU 2017-11 effective January 1, 2018. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following items as of September 30, 2018, and December 31, 2017: September 30, 2018 December 31, 2017 Split Return Electrodes $ — $ 1,868 Denervex device 71,495 111,596 Pro-40 generator 135,000 181,250 Total $ 206,495 $ 294,714 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net, consists of the following: Useful Life September 30, 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 (68,640 ) (48,018 ) Total $ 66,551 $ 87,173 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Nonmonetary Transactions [Abstract] | |
Summary of Stock Option Activity | The following is a summary of stock option activity at September 30, 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 9/30/2018 1,178,024 $ 2.04 7.45 Exercisable at 9/30/2018 1,035,200 $ 2.16 7.37 |
Commitments & Contingencies (Ta
Commitments & Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Office Space [Member] | |
Schedule of Operating Leases | Future minimum lease payments under this rental agreement are approximately as follows: For the year ending: December 31, 2018 $ 9,300 December 31, 2019 37,500 December 31, 2020 38,600 $ 85,400 |
Equipment [Member] | |
Schedule of Operating Leases | Future minimum lease payments under this operating lease agreement are approximately as follows: For the year ending : December 31, 2018 $ 500 December 31, 2019 1,900 December 31, 2020 1,900 December 31, 2021 500 $ 4,800 |
Short Term Liabilities (Tables)
Short Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Future Payments Related to the Promissory Notes | Expected future payments related to the promissory notes as of September 30, 2018, are approximately as follows: For the year ending December 31, 2018 $ 17,000 December 31, 2019 45,000 $ 62,000 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Summary of Warrant Activity | A summary of the Company’s warrant issuance activity and related information for the nine months ended September 30, 2018 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at 12/31/2017 7,194,215 $ 1.74 3.40 Issued 4,705,833 (1)(2) 2.91 Outstanding and exercisable at 9/30/2018 11,900,048 $ 1.28 2.73 |
Schedule of Assumptions for Warrants | The inputs used in the Black-Scholes-Merton valuation technique to value each of the warrants issued at September 30, 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 Private placement 5/1/2018 $ 0.44 (1 ) $ 0.11 3 years 2.66 56.92 Debt conversion 5/15/2018 $ 0.39 (1 ) $ 0.08 3 years 2.75 57.03 Convertible notes 8/8/2018 $ 0.37 (2 ) $ 0.19 3 years 2.68 104.37 Convertible notes 9/28/2018 $ 0.40 (2 ) $ 0.21 3 years 2.88 105.07 |
Description of the Company (Det
Description of the Company (Details Narrative) | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||||
Foreign currency translation expense | $ 4,000 | $ 5,600 | ||
Unrealized foreign currency translation | $ 10,200 | $ 10,200 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory | $ 206,495 | $ 294,714 |
Split Return Electrodes [Member] | ||
Inventory | 1,868 | |
Denervex Device [Member] | ||
Inventory | 71,495 | 111,596 |
Pro-40 Generator [Member] | ||
Inventory | $ 135,000 | $ 181,250 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 6,728 | $ 7,109 | $ 20,622 | $ 20,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Property and equipment | $ 135,191 | $ 135,191 |
Less accumulated depreciation | (68,640) | (48,018) |
Property and Equipment, net | 66,551 | 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 ($) | May 15, 2018 | May 01, 2018 | Apr. 26, 2018 | Mar. 30, 2018 | Feb. 26, 2018 | Sep. 30, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | Jan. 31, 2017 | Nov. 30, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Aug. 21, 2018 | Dec. 31, 2017 | Jan. 17, 2017 |
Proceeds from issuance of common stock | $ 240,000 | $ 901,291 | $ 3,838,671 | ||||||||||||||
Number of shares issued | 75,000 | 173,911 | |||||||||||||||
Shares issued price per share | $ 0.32 | $ 1.38 | $ 1.16 | ||||||||||||||
Number of common stock issued, value | $ 24,000 | ||||||||||||||||
Non vested options outstanding | 142,825 | 142,825 | 142,825 | ||||||||||||||
Unrecognized stock-based compensation | $ 53,000 | $ 53,000 | $ 53,000 | ||||||||||||||
Weighted average period | 1 year 4 months 20 days | ||||||||||||||||
Warrant term | 3 years | ||||||||||||||||
Warrant, exercise price | $ 0.75 | ||||||||||||||||
Legal expenses | $ 13,500 | ||||||||||||||||
Proceeds from issuance of warrants | $ 238,855 | 1,248,575 | |||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Unpaid accrued interest | $ 100,000 | ||||||||||||||||
Debt obligations | $ 2,944 | ||||||||||||||||
Series B [Member] | |||||||||||||||||
Number of warrants issued to purchase common shares | 250,000 | ||||||||||||||||
Dividend rate | 5.00% | ||||||||||||||||
Beneficial conversion feature of preferred stock | $ 14,000 | ||||||||||||||||
Debt conversion, shares | 1,000 | ||||||||||||||||
Debt conversion of convertible debt | $ 100,000 | ||||||||||||||||
Debt obligations | 200,000 | ||||||||||||||||
Promissory Note [Member] | |||||||||||||||||
Debt conversion of convertible debt | $ 200,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Number of common stock shares issued for services | 74,990 | ||||||||||||||||
Conversion of stock shares converted | 250 | 266,301 | |||||||||||||||
Common stock conversion price, per share | $ 0.40 | ||||||||||||||||
5% Convertible Debenture [Member] | |||||||||||||||||
Common stock conversion price, per share | $ 0.38 | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||||||
Conversion of common stock, percentage | 85.00% | ||||||||||||||||
Debt conversion, shares | 266,301 | ||||||||||||||||
Debt conversion of convertible debt | $ 100,000 | ||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||
Debt conversion of convertible debt | $ 100,000 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Number of common stock shares issued for services | |||||||||||||||||
Conversion of stock shares converted | 12,740 | ||||||||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | |||||||||||||||||
Proceeds from issuance of common stock | $ 100,000 | ||||||||||||||||
Common stock issued percentage | 100.00% | 100.00% | |||||||||||||||
Number of common stock shares sold | 770,000 | 8.25 | |||||||||||||||
Number of warrants issued to purchase common shares | 385,000 | 2,062,500 | 2,062,500 | 2,062,500 | |||||||||||||
Proceeds from issuance of private placement | $ 308,000 | ||||||||||||||||
Warrant term | 3 years | 5 years | 3 years | 3 years | |||||||||||||
Warrant, exercise price | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.75 | |||||||||||
Allocation of warrants | 52,003 | ||||||||||||||||
Legal expenses | $ 5,000 | ||||||||||||||||
Number of common stock shares sold, value | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||||||
Common stock conversion price, per share | $ 0.40 | $ 0.40 | 0.40 | $ 0.40 | |||||||||||||
Proceeds from issuance of warrants | $ 825,000 | ||||||||||||||||
Net cash received from offering | $ 820,000 | ||||||||||||||||
Common stock, par value | 0.001 | 0.001 | 0.001 | $ 0.001 | |||||||||||||
Sale of stock price per share | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||
Conversion of common stock, percentage | 12.00% | 12.00% | |||||||||||||||
Purchase price of common stock percentage | 90.00% | 90.00% | |||||||||||||||
Accretion expense | $ 14,000 | $ 14,000 | |||||||||||||||
Unpaid accrued interest | $ 10,700 | $ 10,700 | $ 10,700 | ||||||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||||
Number of common stock shares sold | 1,000 | 8,250 | |||||||||||||||
Dividend rate | 5.00% | ||||||||||||||||
Conversion of stock shares converted | 2,062,500 | ||||||||||||||||
Beneficial conversion feature of preferred stock | $ 246,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | Common Stock [Member] | |||||||||||||||||
Number of warrants issued to purchase common shares | 250,000 | ||||||||||||||||
Warrant, exercise price | $ 0.001 | ||||||||||||||||
Conversion of stock shares converted | 250 | ||||||||||||||||
Common stock conversion price, per share | $ 0.40 | ||||||||||||||||
Market value of common stock | $ 0.44 | ||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | |||||||||||||||||
Number of common stock shares sold | 15 | ||||||||||||||||
Number of warrants issued to purchase common shares | 1,875,000 | 1,875,000 | 1,875,000 | ||||||||||||||
Number of common stock shares sold, value | $ 750,000 | ||||||||||||||||
Proceeds from issuance of warrants | $ 750,000 | ||||||||||||||||
Sale of stock price per share | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||||||||
Debt conversion, shares | 1,875,000 | ||||||||||||||||
Fair value of warrants | $ 505,000 | ||||||||||||||||
Proceeds from notes | 245,000 | ||||||||||||||||
Accretion expense | 28,400 | ||||||||||||||||
Unpaid accrued interest | $ 10,700 | $ 10,700 | 10,700 | ||||||||||||||
May 1, 2018 Securities Purchase Agreement [Member] | |||||||||||||||||
Debt conversion of convertible debt | $ 100,000 | ||||||||||||||||
2013 Stock Option Incentive Plan [Member] | |||||||||||||||||
Compensation expense | $ 22,000 | $ 111,000 | $ 107,000 | $ 612,000 | |||||||||||||
1 Year [Member] | |||||||||||||||||
Common stock issued percentage | 25.00% | ||||||||||||||||
2 Years [Member] | |||||||||||||||||
Common stock issued percentage | 50.00% | ||||||||||||||||
Restricted Common Stock [Member] | |||||||||||||||||
Conversion of stock shares converted | 1,274,000 | ||||||||||||||||
Board of Directors and Certain Consultant [Member] | |||||||||||||||||
Number of common stock shares issued for services | 300,000 | ||||||||||||||||
Common stock issued percentage | 25.00% |
Equity Transactions - Summary o
Equity Transactions - Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Equity [Abstract] | |
Shares, Outstanding, Beginning | shares | 1,314,059 |
Shares, Forfeited | shares | (136,035) |
Shares, Outstanding, Ending | shares | 1,178,024 |
Shares, Exercisable | shares | 1,035,200 |
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 | $ 2.16 |
Weighted Average Remaining Term (Years), Outstanding, Beginning | 8 years 2 months 8 days |
Weighted Average Remaining Term (Years), Forfeited | 0 years |
Weighted Average Remaining Term (Years), Outstanding, Ending | 7 years 5 months 12 days |
Weighted Average Remaining Term (Years), Exercisable | 7 years 4 months 13 days |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) | Sep. 02, 2018USD ($) | Sep. 02, 2018EUR (€) | Jan. 02, 2018USD ($) | Feb. 01, 2013shares | Aug. 31, 2018shares | Jan. 31, 2018USD ($) | Jan. 31, 2017shares | Sep. 30, 2013 | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018EUR (€) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Base rent | $ 2,948 | $ 2,948 | ||||||||||||
Lease expense | 8,800 | $ 8,600 | 26,000 | $ 26,000 | ||||||||||
Accounts payable | 688,958 | 688,958 | $ 196,171 | |||||||||||
Monthly fees | 34,000 | 37,900 | 118,000 | 37,900 | ||||||||||
Number of common stock shares issued | shares | 75,000 | 173,911 | ||||||||||||
Sales, Marketing, and Distribution Consultant One [Member] | ||||||||||||||
Payments for consulting services | 71,000 | 58,000 | 280,000 | 131,000 | ||||||||||
Old Lease Agreement [Member] | ||||||||||||||
Base rent | 2,948 | |||||||||||||
New Lease Agreement [Member] | ||||||||||||||
Base rent | $ 3,095 | |||||||||||||
Agreement, term | 2 years | |||||||||||||
Non-cancellable 36 Month Operating Lease Agreement [Member] | ||||||||||||||
Lease expense | $ 800 | 900 | 2,500 | 2,900 | ||||||||||
Consulting Agreement [Member] | ||||||||||||||
Consulting fees | 13,333 | |||||||||||||
Payments for consulting services | 39,999 | 30,000 | 120,000 | 85,000 | ||||||||||
Accounts payable | 13,333 | 13,333 | ||||||||||||
Increase in consulting fees | $ 9,167 | |||||||||||||
Consulting Agreement [Member] | Sales, Marketing, and Distribution Consultant [Member] | ||||||||||||||
Payments for consulting services | 21,000 | 21,000 | 63,000 | 45,000 | ||||||||||
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 | 3,000 | 33,000 | ||||||||||||
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 | $ 7,900 | 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 | € | € 6,900 | 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 | 4,500 | 13,100 | ||||||||||||
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. | |||||||||||||
Royalty expense | 2,300 | 225 | 6,600 | 225 | ||||||||||
Number of common stock shares issued | shares | 750,108 | |||||||||||||
Royalty expiration | Sep. 6, 2030 | |||||||||||||
TAG Aviation LLC [Member] | ||||||||||||||
Base rent | $ 9,400 | $ 9,500 | 28,300 | $ 25,000 | ||||||||||
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 & Contingencies - S
Commitments & Contingencies - Schedule of Operating Leases (Details) | Sep. 30, 2018USD ($) |
Office Space [Member] | |
December 31, 2018 | $ 9,300 |
December 31, 2019 | 37,500 |
December 31, 2020 | 38,600 |
Total | 85,400 |
Equipment [Member] | |
December 31, 2018 | 500 |
December 31, 2019 | 1,900 |
December 31, 2020 | 1,900 |
December 31, 2021 | 500 |
Total | $ 4,800 |
Short Term Liabilities (Details
Short Term Liabilities (Details Narrative) - USD ($) | Aug. 21, 2018 | May 15, 2018 | May 01, 2018 | Apr. 26, 2018 | Mar. 26, 2018 | Feb. 26, 2018 | Jan. 31, 2018 | Mar. 25, 2015 | Sep. 30, 2018 | Aug. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 30, 2018 | Dec. 31, 2017 |
Promissory note face amount | $ 62,000 | $ 62,000 | $ 62,000 | $ 104,000 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Warrant, exercise price | $ 0.75 | |||||||||||||||
Warrant term | 3 years | |||||||||||||||
Proceeds from debt | $ 74,354 | |||||||||||||||
Conversion of stock shares converted amount | 101,194 | 718,079 | ||||||||||||||
Repayment of debt | 215,730 | 112,342 | ||||||||||||||
Unpaid accrued interest | $ 70,000 | $ 70,000 | 70,000 | $ 69,000 | ||||||||||||
Proceeds from warrants | 238,855 | 1,248,575 | ||||||||||||||
Unpaid accrued interest | $ 100,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Conversion of stock shares converted | 250 | 266,301 | ||||||||||||||
Market value of common stock | $ 0.40 | |||||||||||||||
5% Convertible Debenture [Member] | ||||||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||||
Debt instrument maturity date | Jan. 30, 2019 | |||||||||||||||
Proceeds from debt | $ 100,000 | |||||||||||||||
Debt conversion percentage | 85.00% | |||||||||||||||
Convertible Debenture [Member] | ||||||||||||||||
Interest expense | $ 400 | $ 1,200 | ||||||||||||||
Market value of common stock | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||||||
Steve Gorlin [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||||||
Promissory note face amount | $ 100,000 | |||||||||||||||
Debt instrument maturity date | Aug. 31, 2018 | |||||||||||||||
Conversion of stock shares converted amount | $ 100,000 | |||||||||||||||
Repayment of debt | 100,000 | |||||||||||||||
Unpaid accrued interest | $ 2,944 | |||||||||||||||
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 | |||||||||||||||
Proceeds from debt | $ 174,000 | $ 26,000 | ||||||||||||||
Promissory Note One [Member] | ||||||||||||||||
Promissory note face amount | $ 135,000 | |||||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||||
Debt instrument maturity date | Aug. 1, 2019 | |||||||||||||||
Monthly installment amount | $ 5,700 | |||||||||||||||
Interest expense | 800 | $ 1,700 | 3,100 | $ 5,500 | ||||||||||||
Promissory Note Two [Member] | ||||||||||||||||
Promissory note face amount | $ 125,000 | |||||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||||
Debt instrument maturity date | Aug. 1, 2019 | |||||||||||||||
Monthly installment amount | $ 5,700 | |||||||||||||||
Finance Agreement [Member] | ||||||||||||||||
Insurance premium finance payments due | $ 24,000 | $ 24,000 | $ 24,000 | |||||||||||||
Insurance premium finance annual percentage | 5.98% | 5.98% | 5.98% | |||||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | ||||||||||||||||
Warrants to purchase shares of common stock | 1,875,000 | 1,875,000 | 1,875,000 | |||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Warrant, exercise price | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.75 | ||||||||||
Warrant term | 3 years | 5 years | 3 years | 3 years | ||||||||||||
Unpaid accrued interest | $ 10,700 | $ 10,700 | $ 10,700 | |||||||||||||
Market value of common stock | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | ||||||||||||
Number of common stock shares sold, value | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||
Sale of stock price per share | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||||||
Conversion of common stock, percentage | 12.00% | 12.00% | ||||||||||||||
Number of units sold | 770,000 | 8.25 | ||||||||||||||
Proceeds from warrants | $ 825,000 | |||||||||||||||
Accretion expense | $ 14,000 | 14,000 | ||||||||||||||
Unpaid accrued interest | $ 10,700 | $ 10,700 | 10,700 | |||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||
Number of common stock shares sold, value | $ 750,000 | |||||||||||||||
Sale of stock price per share | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||
Number of units sold | 15 | |||||||||||||||
Number of shares issued on conversion | 1,875,000 | |||||||||||||||
Proceeds from warrants | $ 750,000 | |||||||||||||||
Fair value of warrants | 505,000 | |||||||||||||||
Proceeds from the notes | 125,000 | |||||||||||||||
Accretion expense | 28,400 | |||||||||||||||
Unpaid accrued interest | $ 10,700 | $ 10,700 | $ 10,700 | |||||||||||||
Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | Accredited Investors [Member] | ||||||||||||||||
Conversion of stock shares converted | 2,062,500 | |||||||||||||||
Number of units sold | 1,000 | 8,250 |
Short Term Liabilities - Schedu
Short Term Liabilities - Schedule of Future Payments Related to the Promissory Notes (Details) | Sep. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
December 31, 2018 | $ 17,000 |
December 31, 2019 | 45,000 |
Total | $ 62,000 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Equity [Abstract] | |
Shares, Outstanding, Beginning | 7,194,215 |
Shares, Issued | 4,705,833 |
Shares, Outstanding, Ending | 11,900,048 |
Shares, Exercisable, Ending | 11,900,048 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ 1.74 |
Weighted Average Exercise Price, Issued | $ / shares | |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | $ 1.28 |
Weighted Average Exercise Price, Exercisable, Ending | 1.28 |
Weighted Average Remaining Contractual Life, Outstanding, Beginning | 3 years 4 months 24 days |
Weighted Average Remaining Contractual Life, Issued | 2 years 10 months 28 days |
Weighted Average Remaining Contractual Life, Outstanding, Ending | 2 years 8 months 23 days |
Weighted Average Remaining Contractual Life, Exercisable, Ending | 2 years 8 months 23 days |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Assumptions for Warrants (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | May 15, 2018 | |
Exercise Price of Warrant | $ 0.75 | |
Private Placement 2/26/18 [Member] | ||
MDVX Stock Price | $ 0.51 | |
Exercise Price of Warrant | 0.75 | |
Private Placement 2/26/18 [Member] | Measurement Input, Exercise Price [Member] | ||
Fair value assumptions, measurement input, exercise price | $ 0.20 | |
Private Placement 2/26/18 [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 5 years | |
Private Placement 2/26/18 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentage | 2.60% | |
Private Placement 2/26/18 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentage | 55.91% | |
Short-term Debt 3/26/18 [Member] | ||
MDVX Stock Price | $ 0.53 | |
Exercise Price of Warrant | 0.75 | |
Short-term Debt 3/26/18 [Member] | Measurement Input, Exercise Price [Member] | ||
Fair value assumptions, measurement input, exercise price | $ 0.22 | |
Short-term Debt 3/26/18 [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 5 years | |
Short-term Debt 3/26/18 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentage | 2.64% | |
Short-term Debt 3/26/18 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentage | 56.57% | |
Private Placement 5/1/18 [Member] | ||
MDVX Stock Price | $ 0.44 | |
Exercise Price of Warrant | 0.75 | |
Private Placement 5/1/18 [Member] | Measurement Input, Exercise Price [Member] | ||
Fair value assumptions, measurement input, exercise price | $ 0.11 | |
Private Placement 5/1/18 [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 3 years | |
Private Placement 5/1/18 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentage | 2.66% | |
Private Placement 5/1/18 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentage | 56.92% | |
Short-term Debt 5/15/18 [Member] | ||
MDVX Stock Price | $ 0.39 | |
Exercise Price of Warrant | 0.75 | |
Short-term Debt 5/15/18 [Member] | Measurement Input, Exercise Price [Member] | ||
Fair value assumptions, measurement input, exercise price | $ 0.08 | |
Short-term Debt 5/15/18 [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 3 years | |
Short-term Debt 5/15/18 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentage | 2.75% | |
Short-term Debt 5/15/18 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentage | 57.03% | |
Convertible Notes 8/8/2018 [Member] | ||
MDVX Stock Price | $ 0.37 | |
Exercise Price of Warrant | 0.75 | |
Convertible Notes 8/8/2018 [Member] | Measurement Input, Exercise Price [Member] | ||
Fair value assumptions, measurement input, exercise price | $ 0.19 | |
Convertible Notes 8/8/2018 [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 3 years | |
Convertible Notes 8/8/2018 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentage | 2.68% | |
Convertible Notes 8/8/2018 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentage | 104.37% | |
Convertible Notes 9/28/2018 [Member] | ||
MDVX Stock Price | $ 0.40 | |
Exercise Price of Warrant | 0.75 | |
Convertible Notes 9/28/2018 [Member] | Measurement Input, Exercise Price [Member] | ||
Fair value assumptions, measurement input, exercise price | $ 0.21 | |
Convertible Notes 9/28/2018 [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 3 years | |
Convertible Notes 9/28/2018 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentage | 2.88% | |
Convertible Notes 9/28/2018 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentage | 105.07% |
Related-Party Transactions (Det
Related-Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Rent expense | $ 2,948 | $ 2,948 | |||
Jesse Crowne [Member] | |||||
Accounts payable | 13,333 | 13,333 | |||
Consulting expenses | 39,999 | 120,000 | |||
TAG Aviation LLC [Member] | |||||
Rent expense | 9,400 | $ 9,500 | 28,300 | $ 25,000 | |
Accounts payable | 6,300 | 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 | 2,300 | 225 | $ 6,600 | $ 225 | |
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 | 4,500 | $ 13,100 | |||
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 Company's net sales earned from applicable product sales for at least 5 years from the effective date of the agreement. | ||||
Royalty expense | $ 4,500 | $ 446 | $ 13,100 | $ 446 |
Research and Development (Detai
Research and Development (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Contract cost | $ 960,000 | |||
Research and Development expenses | $ 46,219 | $ 70,151 | 201,529 | $ 461,924 |
Devicix Prototype Manufacturing Agreement [Member] | ||||
Development fees | 1,947,000 | |||
Accounts payable | 66,000 | 7,000 | 66,000 | 7,000 |
Research and Development expenses | 42,000 | 34,000 | 98,000 | 273,000 |
Denervex Generator Manufacturing Agreement [Member] | ||||
Development fees | 295,000 | |||
Payment to administrative fee | 3,000 | 33,000 | ||
Denervex Generator Manufacturing Agreement [Member] | Bovie [Member] | ||||
Payment to administrative fee | 422,000 | |||
Nortech Manufacturing Agreement [Member] | ||||
Development fees | $ 0 | 107,000 | ||
Research and Development expenses | $ 997,000 | |||
Nortech Manufacturing Agreement [Member] | Nortech [Member] | ||||
Payment to administrative fee | $ 7,400 | $ 147,000 |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management's Plans (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ 1,172,297 | $ 1,367,354 | $ 3,511,980 | $ 4,841,591 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 18, 2018 | Oct. 09, 2018 | Oct. 03, 2018 | May 15, 2018 | Apr. 26, 2018 | Aug. 31, 2018 | Jan. 31, 2017 |
Number of shares issued | 75,000 | 173,911 | |||||
Common Stock [Member] | |||||||
Number of stock converted | 250 | 266,301 | |||||
Subsequent Event [Member] | |||||||
Number of shares issued | 1,090,412 | ||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | |||||||
Share conversion description | Each share of Series C Preferred Stock will convert into 1,000 shares of Common Stock and shall combine to represent the right to convert into and acquire an aggregate of fifty-five percent (55%) of the outstanding common stock of the Company | ||||||
Number of stock converted | 1,000 | ||||||
Consideration paid | $ 350,000 | ||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Series C Preferred Stock [Member] | |||||||
Number of shares issued for asset purchase | 33,632 | ||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Common Stock [Member] | |||||||
Number of shares issued for asset purchase | 583,333 | ||||||
Subsequent Event [Member] | Non-employee Directors [Member] | |||||||
Number of shares issued | 320,202 | ||||||
Number of shares issued for each directors | 35,578 | ||||||
Subsequent Event [Member] | Executives [Member] | |||||||
Number of shares issued | 524,945 | ||||||
Subsequent Event [Member] | Jarrett Gorlin [Member] | |||||||
Number of shares issued | 323,810 | ||||||
Subsequent Event [Member] | William E. Horne [Member] | Employment Agreement [Member] | |||||||
Term of agreement | 5 years | ||||||
Salary description | The employment agreement provides for an annual base salary of $650,000 provided that if he is receiving his full salary from Laser Spine Institute, his annual base salary shall be reduced to $500,000. | ||||||
Annual base salary | $ 650,000 | ||||||
Common stock percentage | 7.00% |