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 | PAVmed Inc. | |
Entity Central Index Key | 1,624,326 | |
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 | false | |
Entity Common Stock, Shares Outstanding | 26,542,979 | |
Trading Symbol | PAVM | |
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 | $ 9,241,534 | $ 1,535,022 |
Prepaid expenses and other current assets | 119,980 | 88,467 |
Total current assets | 9,361,514 | 1,623,489 |
Equipment, net | 36,671 | 16,191 |
Total assets | 9,398,185 | 1,639,680 |
Current liabilities | ||
Accounts payable | 1,638,262 | 863,465 |
Accrued expenses and other current liabilities | 738,291 | 706,964 |
Accrued Interest expense | 201,867 | |
Senior Secured Note, net of $2,126,959 unamortized debt discount | 3,256,153 | |
Series A Warrants derivative liability | 761,123 | |
Series A Convertible Preferred Stock conversion option derivative liability | 212,217 | |
Total current liabilities | 5,834,573 | 2,543,769 |
Senior Secured Note, net of $3,244,274 unamortized debt discount | 1,944,268 | |
Total liabilities | 5,834,573 | 4,488,037 |
COMMITMENTS AND CONTINGENCIES (NOTE 9) | ||
Stockholders' Equity (Deficit) | ||
Common stock, par value $0.001; 50,000,000 shares authorized as of September 30, 2018, and 75,000,000 shares authorized as of October 1, 2018, 26,542,979 and 14,551,234 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 26,543 | 14,551 |
Additional paid-in capital | 31,756,890 | 14,012,053 |
Accumulated deficit | (30,096,200) | (17,907,611) |
Total PAVmed Inc. Stockholders' Equity (Deficit) | 3,654,181 | (2,848,357) |
Noncontrolling interest in majority-owned subsidiary | (90,569) | |
Total Stockholders' equity (deficit) | 3,563,612 | (2,848,357) |
Total Liabilities, Series A Convertible Preferred Stock, and Stockholders' Equity (Deficit) | 9,398,185 | 1,639,680 |
Series A Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Temporary equity value | ||
Series B Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Convertible Preferred Stock | 1,966,948 | |
Series A-1 Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Convertible Preferred Stock | $ 1,032,650 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Secured note, unamortized debt discount | $ 2,126,959 | $ 3,244,274 |
Temporary equity, par value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | |
Common stock, shares issued | 26,542,979 | 14,551,234 |
Common stock, shares outstanding | 26,542,979 | 14,551,234 |
October 31, 2018 [Member] | ||
Common stock, shares authorized | 75,000,000 | |
Series A Convertible Preferred Stock [Member] | ||
Temporary equity, par value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares issued | 0 | 249,667 |
Temporary equity, shares outstanding | 0 | 249,667 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,048,288 | 0 |
Preferred stock, shares outstanding | 1,048,228 | 0 |
Series A-1 Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 357,259 |
Preferred stock, shares outstanding | 0 | 357,259 |
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] | |||||
Revenue | |||||
General and administrative expenses | 1,397,500 | 1,263,122 | 4,369,323 | 4,082,366 | |
Research and development expenses | 1,171,324 | 704,866 | 2,881,988 | 2,063,319 | |
Total operating expenses | 2,568,824 | 1,967,988 | 7,251,311 | 6,145,685 | |
Loss from operations | (2,568,824) | (1,967,988) | (7,251,311) | (6,145,685) | |
Other income (expense) | |||||
Interest expense - Senior Secured Note | (707,714) | (362,142) | (1,708,322) | (362,142) | |
Series A and Series A-1 Exchange Offer - March 15, 2018 - incremental fair value - Series Z Warrants issued-upon-exchange of Series A-1 Warrants | (349,796) | ||||
Series W Warrants Exchange Offer - April 5, 2018 - incremental fair value - Series Z Warrants issued-upon-exchange of Series W Warrants | (766,456) | ||||
Unit Purchase Options (UPOs) Exchange Offer - August 22, 2018 - incremental fair value - UPO-Z issued-upon-exchange of UPO-W | (2,120) | (2,120) | |||
Modification of the Series Z Warrant Agreement | (1,140,995) | ||||
Loss on Series A Preferred Stock Units issued in a private placement | (3,124,285) | ||||
Change in fair value - Series A Warrants derivative liability | (2,215,671) | (96,480) | (680,851) | ||
Change in fair value - Series A Convertible Preferred Stock conversion option derivative liability | (583,517) | 64,913 | (76,150) | ||
Other income (expense), net | (709,834) | (3,161,330) | (3,999,256) | (4,243,428) | |
Loss before provision for income tax | (3,278,658) | (5,129,318) | (11,250,567) | (10,389,113) | |
Provision for income taxes | |||||
Net loss - before noncontrolling interest | (3,278,658) | (5,129,318) | (11,250,567) | (10,389,113) | |
Add back: Net loss attributable to noncontrolling interest | 32,431 | 113,631 | |||
Net loss - attributable to PAVmed Inc. | (3,246,227) | (5,129,318) | (11,136,936) | (10,389,113) | |
Less: Series B Convertible Preferred Stock dividends | (64,897) | (138,926) | |||
Less: Series A-1 Convertible Preferred Stock dividends | (6,196) | (25,148) | (6,196) | ||
Less: Series A Convertible Preferred Stock dividends | [1] | (52,299) | (26,487) | (130,010) | |
Deemed dividend Series A-1 Convertible Preferred Stock | (182,500) | (182,500) | |||
Series A and Series A-1 Exchange Offer - March 15, 2018 - deemed dividend - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A Convertible Preferred Stock | (726,531) | ||||
Series A and Series A-1 Exchange Offer - March 15, 2018 - increase to additional paid-in capital - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A-1 Convertible Preferred Stock | 199,241 | ||||
Net loss attributable to PAVmed Inc. common stockholders | $ (3,311,124) | $ (5,370,313) | $ (11,854,787) | $ (10,707,819) | |
Net loss per share - attributable to PAVmed Inc. - basic and diluted | [2] | $ (0.12) | $ (0.38) | $ (0.53) | $ (0.78) |
Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted | $ (0.12) | $ (0.40) | $ (0.57) | $ (0.80) | |
Weighted average common shares outstanding - basic and diluted | [3] | 26,538,632 | 13,332,629 | 20,827,519 | 13,331,585 |
[1] | The convertible preferred stock dividends are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective periods presented, including: for the current year period - with respect to the Series B Convertible Preferred Stock, from March 16, 2018 to September 30, 2018, and with respect to each of the Series A-1 and Series A Convertible Preferred Stock, from January 1, 2018 to March 15, 2018; and, for the prior year period - with respect to the Series A Convertible Preferred Stock, from each of the respective Series A Preferred Stock Units private placement close dates from January 26, 2017, January 31, 2017, and March 8, 2018 to September 30, 2017; and, with respect to the Series A-1 Convertible Preferred Stock, from the Series A-1 Preferred Stock Units private placement close date from August 4, 2017 to September 30, 2017. In August 2018, the Company's board of directors declared a Series B Convertible Preferred Stock dividend payment dated July 1, 2018 of earned but unpaid dividends as of June 30, 2018 of $318,023, with such dividend payment settled by the issue of an additional 106,045 shares of Series B Convertible Preferred Stock in accordance with the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock ("Series B Convertible Preferred Stock Certificate of Designation"). As of September 30, 2018, Series B Convertible Preferred Stock dividends of $64,897 were cumulatively earned, unpaid, accumulated, and in arrears, as the Company's board of directors had not declared such dividends payable as of September 30, 2018, and, therefore, were not recognized as a dividend payable liability in the accompanying unaudited condensed consolidated balance sheet. Subsequently, in November 2018, the Company's board of directors declared a Series B Convertible Preferred Stock dividend payment dated October 1, 2018 of earned but unpaid dividends as of September 30, 2018 of $64,897 to be settled by the issue of an additional 21,653 shares of Series B Convertible Preferred Stock in accordance with the Series B Convertible Preferred Stock Certificate of Designation. See Note 13, Preferred Stock, for a further discussion of the dividends for each of the respective series of convertible preferred stock. | ||||
[2] | The Series B Convertible Preferred Stock has the right to receive common stock dividends, and prior to the March 15, 2018 Exchange Date of the Series A and Series A Exchange Offer, holders of the Series A Warrants and the Series A-1 Warrants previously had the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock and the Series A Warrants and Series A-1 Warrants would potentially been considered participating securities under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company's net loss per share calculation for the periods indicated. | ||||
[3] | Basic weighted-average number of shares of common stock outstanding for the period excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Series A Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2016 | $ 13,331 | $ 7,369,437 | $ (7,701,835) | $ (319,067) | ||||
Balance, shares at Dec. 31, 2016 | 13,330,811 | |||||||
Series A Convertible Preferred Stock issued in a in a private placement | ||||||||
Series A Convertible Preferred Stock issued in a in a private placement, shares | 422,838 | |||||||
Series A-1 Convertible Preferred Stock and Series A-1 Warrants issued in a private placement | $ 7,050 | 492,950 | 500,000 | |||||
Series A-1 Convertible Preferred Stock and Series A-1 Warrants issued in a private placement, shares | 125,000 | |||||||
Series A Exchange Offer | $ 843,100 | 1,347,082 | (504,007) | 1,686,175 | ||||
Series A Exchange Offer, shares | (154,837) | 232,259 | ||||||
Series A-1 Convertible Preferred Stock deemed dividend | $ 182,500 | (182,500) | ||||||
Modification of Series A-1 Warrant Agreement | 222,000 | 222,000 | ||||||
Series S Warrants issued in connection with Senior Secured Note payable | 3,434,452 | 3,434,452 | ||||||
Common stock issued upon exercise of warrants | $ 1,198 | 70,692 | 71,890 | |||||
Common stock issued upon exercise of warrants, shares | 1,193,330 | |||||||
Common stock issued upon conversion of Convertible Preferred Stock | $ 22 | 27,313 | 27,335 | |||||
Common stock issued upon conversion of Convertible Preferred Stock, shares | (18,334) | 22,093 | ||||||
Stock-based compensation of PAVmed Inc | 1,048,127 | 1,048,127 | ||||||
Net loss | (9,519,269) | (9,519,269) | ||||||
Balance at Dec. 31, 2017 | $ 1,032,650 | $ 14,551 | 14,012,053 | (17,907,611) | (2,848,357) | |||
Balance, shares at Dec. 31, 2017 | 249,667 | 357,259 | 14,551,234 | |||||
Common stock issued upon exercise of warrants | $ 309 | 20,604 | 20,913 | |||||
Common stock issued upon exercise of warrants, shares | 308,602 | |||||||
Common stock issued upon conversion of Convertible Preferred Stock | $ (58,319) | $ 33 | 58,286 | |||||
Common stock issued upon conversion of Convertible Preferred Stock, shares | (33,325) | 33,325 | ||||||
Stock-based compensation of PAVmed Inc | 869,437 | 869,437 | ||||||
Common stock issued -underwritten public offering, net of offering cost | $ 2,650 | 4,272,011 | 4,274,661 | |||||
Common stock issued -underwritten public offering, net of offering cost, shares | 2,649,818 | |||||||
Equity Subscription Rights Offering, net of offering cost | $ 9,000 | 9,199,326 | 9,208,326 | |||||
Equity Subscription Rights Offering, net of offering cost, shares | 9,000,000 | |||||||
Series A and Series A-1 Exchange Offer - March 15, 2018 | $ 1,707,244 | $ (1,032,650) | 1,406,640 | (726,531) | 1,354,703 | |||
Series A and Series A-1 Exchange Offer - March 15, 2018, shares | (249,667) | 975,568 | (357,259) | |||||
Series W Warrant Exchange Offer - April 5, 2018 | 766,456 | 766,456 | ||||||
Series Z Warrant Modification | 1,140,995 | 1,140,995 | ||||||
Exchange Offer - Unit Purchase Options | 2,120 | 2,120 | ||||||
Dividends - Series B Convertible Preferred Stock | $ 318,023 | (318,023) | ||||||
Dividends - Series B Convertible Preferred Stock, shares | 106,045 | |||||||
Dividends - Series A Convertible Preferred Stock | (7,099) | (7,099) | ||||||
Common stock of majority-owned subsidiary issued | 1,812 | 1,812 | ||||||
Stock-based compensation of majority-owned subsidiary | 8,962 | 21,250 | 30,212 | |||||
Net loss | (11,136,936) | (113,631) | (11,250,567) | |||||
Balance at Sep. 30, 2018 | $ 1,966,948 | $ 26,543 | $ 31,756,890 | $ (30,096,200) | $ (90,569) | $ 3,563,612 | ||
Balance, shares at Sep. 30, 2018 | 1,048,288 | 26,542,979 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net loss - before noncontrolling interest ("NCI") | $ (11,250,567) | $ (10,389,113) |
Adjustments to reconcile net loss - before NCI to net cash used in operating activities | ||
Depreciation expense | 6,244 | 5,307 |
Stock-based compensation | 899,649 | 799,281 |
Interest expense added to principal of Senior Secured Note | 194,570 | |
Accrued interest expense - Senior Secured Note | 201,867 | 187,500 |
Amortization of discount - Senior Secured Note | 1,117,315 | 174,642 |
Series A and Series A-1 Exchange Offer - March 15, 2018 - incremental fair value of Series Z Warrants issued issued-upon-exchange of Series A-1 Warrants | 349,796 | |
Series W Warrants Exchange Offer - April 5, 2018 - incremental fair value of Series Z Warrants issued-upon-exchange of Series W Warrants | 766,456 | |
Unit Purchase Options Exchange Offer August 22, 2018 | 2,120 | |
Modification expense - Series Z Warrant | 1,140,995 | |
Loss on issuance of Preferred Stock Units | 3,124,285 | |
Change in fair value - Series A Warrants derivative liability | 96,480 | 680,851 |
Change in fair value - Series A Convertible Preferred Stock conversion option derivative liability | (64,913) | 76,150 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (31,513) | 52,218 |
Accounts payable | 771,537 | 42,280 |
Accrued expenses and other current liabilities | 31,327 | 225,465 |
Net cash flows used in operating activities | (5,768,637) | (5,021,134) |
Cash flows from investing activities | ||
Purchase of equipment | (23,464) | (5,301) |
Net cash flows used in investing activities | (23,464) | (5,301) |
Cash flows from financing activities | ||
Proceeds - issue of units in an equity subscription rights offering | 9,437,000 | |
Payment - offering costs - equity subscription rights offering | (228,674) | |
Proceeds - issue of common stock in an underwritten public offering | 4,388,099 | |
Payment - offering costs - underwritten public offering | (113,438) | |
Proceeds - issue of common stock of majority-owned subsidiary | 1,812 | |
Proceeds - issue of Senior Secured Note | 4,842,577 | |
Proceeds - issue of Series A Preferred Stock Units private placement | 2,537,012 | |
Payment - offering costs - Series A Preferred Stock Units private placement | (388,628) | |
Proceeds - issue of Series A-1 Preferred Stock Units private placement | 500,000 | |
Proceeds - issue of common stock upon exercise of warrants, net | 20,913 | 61,250 |
Payment - Series A Convertible Preferred Stock Dividends | (7,099) | |
Net cash flows provided by financing activities | 13,498,613 | 7,552,211 |
Net increase (decrease) in cash | 7,706,512 | 2,525,776 |
Cash, beginning of period | 1,535,022 | 585,680 |
Cash, end of period | $ 9,241,534 | $ 3,111,456 |
The Company and Description of
The Company and Description of the Business | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Description of the Business | Note 1 — The Company and Description of the Business PAVmed Inc. (“PAVmed” or the “Company”) is a highly-differentiated multi-product technology medical device company organized to advance a broad pipeline of innovative medical technologies from concept to commercialization, employing a business model focused on capital efficiency and speed to market. The Company is focused on advancing its lead products towards regulatory approval and commercialization, protecting its intellectual property, and building its corporate infrastructure and management team. The Company was organized under the laws of the State of Delaware on June 26, 2014 (inception), originally under the name of PAXmed Inc., and on April 19, 2015, changed its name to PAVmed Inc. The Company operates in one segment as a medical device company. Under a registration statement on Form S-1 (File No. 333-203569) declared effective January 29, 2016, the Company’s initial public offering (IPO) was consummated on April 28, 2016, resulting in $4.2 million of net cash proceeds, after deducting cash selling agent discounts and commissions and offering expenses, from the issuance of 1,060,000 units at an offering price of $5.00 per unit, with each such unit comprised of one share of common stock of the Company and one warrant to purchase a share of common stock of the Company, with such warrant referred to as a “Series W Warrant” - see Note 14, Stockholders’ Equity and Common Stock Purchase Warrants On May 8, 2018, Lucid Diagnostics Inc., a majority-owned subsidiary of the Company, was incorporated in the State of Delaware. On May 12, 2018, Lucid Diagnostics Inc. entered into the “EsoCheck™ License Agreement” with Case Western Reserve University (“CWRU”), with respect to the “EsoCheck™ Technology”. See Note 7, Agreements Related to Acquired Intellectual Property Rights To date, the Company has not recognized revenue. The ability to generate revenue depends upon the Company’s ability to successfully complete the development, obtain regulatory approval, and to initiate commercialization of its product candidates. Currently, the Company’s activities are focused principally on obtaining FDA clearance and initializing commercialization of the lead product candidates, including CarpX™ and PortIO™, and to commence preparing the EsoCheck TM TM The Company has financed its operations principally through the issuances of its common stock, preferred stock, warrants, and debt, including: proceeds from private offerings of its common stock and common stock purchase warrants prior to the April 8, 2016 closing of its IPO; proceeds from the April 28, 2016 closing of the IPO; and, subsequent issue of shares of convertible preferred stock and common stock purchase warrants in private placements, the issue of shares of common stock of the Company and common stock purchase warrants under effective registration statements; and the issue of a senior secured note along with common stock purchase warrants. See Note 12, Note and Securities Purchase Agreement, Senior Secured Note, and Series S Warrants Preferred Stock, Stockholders’ Equity and Common Stock Purchase Warrants Collectively, PAVmed Inc. and Lucid Diagnostics Inc. have proprietary rights to the trademarks used herein, including, among others, PAVmed™, Lucid Diagnostics™, Caldus™, CarpX™, DisappEAR™, EsoCheck™, NextCath™, NextFlo™, PortIO™, and “Innovating at the Speed of Life” ™, among others. Solely as a matter of convenience, trademarks and trade names referred to herein may or may not be accompanied with the requisite marks of “™” or “®”, however, the absence of such marks is not intended to indicate, in any way, each of PAVmed Inc. and /or Lucid Diagnostics Inc. will not assert, to the fullest extent possible under applicable law, its rights or the rights to such trademarks and trade names. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company holds a majority ownership interest and has controlling financial interest in Lucid Diagnostics Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity, including the recognition in the consolidated statement of the net loss attributable to the noncontrolling interest based on the noncontrolling interest ownership interest in Lucid Diagnostics Inc. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants The condensed balance sheet as of December 31, 2017, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2017 has been derived from audited consolidated financial statements at such date but does not include all of the information required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial information. Certain items have been reclassified to conform to the current period presentation. The results of operations 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 other future periods. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and related notes thereto as of and for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates in these unaudited condensed consolidated financial statements include those related to the fair value of warrants, the fair value of derivative liabilities, stock-based compensation, research and development expenses, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgements, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making such accounting estimates and assumptions, the actual financial statement results could differ materially from such accounting estimates and assumptions. JOBS Act Accounting Election The Company is an “emerging growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies who are not an EGC. Segment Data The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. No revenue has been generated since inception, and all tangible assets are held in the United States. Going Concern The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern The Company is an early stage and emerging growth company and is subject-to the corresponding risk of such companies. Since inception the Company has not generated any revenues and has incurred losses and negative cash flows from operating activities. The Company does not expect to generate positive cash flows from operating activities in the near future until it completes the development process and regulatory approvals of its products, and thereafter begins to commercialize and achieve substantial marketplace acceptance for its products. The Company incurred a net loss attributable to PAVmed Inc. common stockholders of $11,854,787 and net cash flows used in operating activities of $5,768,637 for the nine months ended September 30, 2018. As of September 30, 2018, the Company had an accumulated deficit of $30,096,200, working capital of $1,399,982, with such working capital inclusive of the $5,383,112 principal balance of the Sr Secured Note as of September 30, 2018 classified as a current liability in the accompanying September 30, 2018 unaudited condensed consolidated balance sheet due to a maturity date of June 30, 2019. The Company anticipates incurring operating losses and does not expect to experience positive cash flows from operating activities and may continue to incur operating losses for the next several years as it completes the development of its products, seeks regulatory approvals and clearances of such products, and begin to commercially market such products. These factors, which have existed since inception, are expected to continue for the foreseeable future, and raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying unaudited condensed consolidated financial statements are issued. The Company’s ability to fund its operations is dependent upon management’s plans, which include raising additional capital, refinance the debt upon maturity, obtaining regulatory approvals for its products currently under development, commercializing and generating revenues from products currently under development, and continuing to control expenses. However, there is no assurance the Company will be successful in these efforts. A failure to raise sufficient capital, refinance the debt upon maturity, obtain regulatory approvals and clearances for the Company’s products, generate sufficient product revenues, or control expenditures, among other factors, will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives, and therefore, raises substantial doubt of the Company’s ability to continue as a going concern within one year after the date the unaudited condensed consolidated financial statements are issued. The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should the Company be unable to continue as a going concern. Cash The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced and does not anticipate any losses on deposits with commercial banks and financial institutions which exceed federally insured limits. Equipment Equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and resulting gain or loss, if any, is included in the unaudited condensed consolidated statement of operations. The useful lives of equipment are as follows: Research and development equipment 5 years Computer equipment 3 years Long-Lived Assets The Company evaluates its long-lived assets, including equipment, for impairment whenever events or changes in circumstances indicate the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. The Company has not recorded impairment of any long-lived assets in the periods presented. Offering Costs Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified. Offering costs, lender fees, and warrants issued in connection with debt financing are recognized as debt discount, which reduces the reported carrying value of the debt, and amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs. Research and Development Expenses Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting, as well as rental costs for equipment and access to certain facilities of contract research service providers. Patent Costs and Purchased Patent License Rights Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying unaudited condensed consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “research and development expenses” in the accompanying unaudited condensed consolidated statements of operations. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Stock-Based Compensation Stock-based awards are made to employees, members of its board of directors, and non-employees, under each of the PAVmed Inc. 2014 Long-Term Incentive Equity Plan and the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan. Stock-based awards to employees and members of the Company’s board of directors are accounted for in accordance with FASB ASC Topic 718, Stock Compensation Equity-Based Payments to Non-Employees The Company measures the compensation expense of stock-based awards granted to employees and members of its board of directors using the grant-date fair value of the award and recognizes compensation expense for stock-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award. The Company measures the expense of stock-based awards granted to non-employees on a vesting date basis, fixing the fair value of vested non-employee stock options as of their respective vesting date. The fair value of vested non-employee stock options is not subject-to-change at subsequent reporting dates. The estimated fair value of the unvested non-employee stock options is remeasured to then current fair value at each subsequent reporting date. The expense of non-employee stock options is recognized on a straight-line basis over the service period, which is generally the vesting period of the respective non-employee stock-based award. On June 20, 2018, the FASB issued its Accounting Standards Update (“ASU”) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The amended ASC-718 non-employee stock-based compensation provisions are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within such fiscal year, and for all other companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption of ASC Topic 606, Revenue from Contracts with Customers Financial Instruments Fair Value Measurements The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially qualify as derivatives that need to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging FASB ASC Topic 820, Fair Value Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. As of September 30, 2018 and December 31, 2017, the carrying values of cash, accounts payable, and accrued expenses, approximate their respective fair value due to the short-term nature of these financial instruments. The Company evaluates its financial instruments to determine if those instruments or any potential embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging Income Taxes The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740). Current tax liabilities or receivables are recognized for the amount of taxes estimated to be payable or refundable for the current year. Deferred tax assets and liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. See Note 6, Income Taxes Under ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of September 30, 2018 and December 31, 2017. The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood of being realized upon ultimate settlement. As of September 30, 2018 the Company does not have any unrecognized tax benefits resulting from uncertain tax positions. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There were no amounts accrued for penalties or interest as of September 30, 2018 and December 31, 2017 or recognized during the three or nine months ended September 30, 2018 and 2017. The Company is not aware of any issues under review to potentially result in significant payments, accruals, or material deviations from its position. Net Loss Per Share The net loss per share is computed by dividing each of the respective net loss by the number of “basic weighted average common shares outstanding” and diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days potentially issued and outstanding during the period indicated, if dilutive. The Company’s common stock equivalents include: stock options, unit purchase options, convertible preferred stock, and common stock purchase warrants. Notwithstanding, as the Company has a net loss for each reporting period presented, each of the basic and diluted net loss per share for each period presented is computed using only the basic weighted average common shares outstanding for each respective reporting period, as the inclusion of common stock equivalents incremental shares would be anti-dilutive. Accordingly, as presented in the accompanying unaudited condensed consolidated statement of operations, basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share attributable to PAVmed Inc. and the basic and diluted net loss per share attributable to PAVmed Inc. common stockholders, for each reporting period presented. Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) - Part I - Accounting for Certain Financial Instruments with Down-Round Features, and Part II - Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) - Scope of Modification Accounting In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2016, the FASB issued ASU 2016-15, which amended the guidance of FASB ASC Topic 230, Statement of Cash Flows (ASC 230) on the classification of certain cash receipts and payments. The primary purpose of ASU 2016-15 is to reduce the diversity in practice which has resulted from a lack of consistent principles on this topic, including to add or clarify guidance on eight specific cash flow issues, including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. The adoption of this guidance as of January 1, 2018 did not have an effect on the Company’s unaudited condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2018 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 3 — Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of: September 30, 2018 December 31, 2017 Security deposits $ 14,250 $ 14,250 Prepaid insurance 138 33,175 Advanced payments to suppliers 105,592 41,042 Total prepaid expenses and other current assets $ 119,980 $ 88,467 |
Equipment, Net
Equipment, Net | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Equipment, Net | Note 4 — Equipment, Net September 30, 2018 December 31, 2017 Research and development equipment $ 40,380 $ 13,656 Computer equipment 13,438 13,438 Equipment, gross 53,818 27,094 Less: accumulated depreciation (17,147 ) (10,903 ) Equipment, net $ 36,671 $ 16,191 Depreciation expense of $2,639 and $6,244 was recognized for the three and nine months ended September 30, 2018, respectively, and $1,802 and $5,307 for the three and nine months ended September 30, 2017, respectively. The purchases of research and development equipment during the nine months ended September 30, 2018 include $3,260 of such purchases included in accounts payable as of September 30, 2018 in the accompanying unaudited condensed consolidated balance sheet. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 5 — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of: September 30, 2018 December 31, 2017 Bonus $ 171,553 $ 459,451 Payroll 145,937 125,088 Vacation 71,270 28,722 EsoCheck™ License Agreement fee 222,553 — Fees - board of directors 71,667 82,500 Operating expenses 55,311 11,203 Total accrued expenses and other current liabilities $ 738,291 $ 706,964 The accrued bonus as of September 30, 2018 represents the estimated amount recognized on a pro rata basis during 2018 of the guaranteed bonus payment to the Company’s Chief Executive Officer (“CEO”) under the CEO Employment Agreement. At December 31, 2017, the accrued bonus represents the guaranteed bonus payment to the CEO and discretionary bonus payments to other employees. Accrued payroll represents earned but unpaid salary payable to the Company’s CEO under the terms of the Note and Security Purchase Agreement, including the corresponding Senior Secured Note, between the Company and Scopia Holdings LLC, wherein the CEO agreed to the payment of a reduced salary of $4,200 per month for the period July 1, 2017 through January 31, 2018, with such earned but unpaid amount to be paid to the CEO only upon the Senior Secured Note first being repaid-in-full. See Note 12 — Note and Securities Purchase Agreement, Senior Secured Note, and Series S Warrants The accrued board of director fees at September 30, 2018 and December 31, 2017 represent amounts payable to all non-executive members of the board of directors, including $5,000 and $10,000 as of September 30, 2018 and December 31, 2017, respectively, payable to two former board members each previously deemed to be a related party. The EsoCheck™ License Agreement fee is the remaining unpaid balance of such fee incurred in connection with the EsoCheck™ License Agreement, as discussed in Note 7, Agreements Related to Acquired Intellectual Property Rights |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 — Income Taxes In the three and nine months ended September 30, 2018 and 2017, the Company recognized a deferred tax benefit which was fully offset by a corresponding valuation allowance. Under ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of September 30, 2018 and December 31, 2017. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of the change in the tax rate is recognized as income or expense in the period of the enacted change in tax rate. Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes. The “Tax Cuts and Jobs Act of 2017” (Public Law No. 115-97), enacted on December 22, 2017, is a comprehensive revision to federal tax law which makes broad and complex changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21%, eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; creating a new limitation on deductible interest expense; changing rules related to uses and limitations of net operating loss (“NOL”) carryforwards created in tax years beginning after December 31, 2017; and limitations on the deductibility of certain executive compensation. In December 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses situations where the accounting is incomplete for the income tax effects of the Tax Cuts and Jobs Act of 2017. SAB 118 directs taxpayers to consider the impact of the Tax Cuts and Jobs Act of 2017 as “provisional” when the Company does not have the necessary information available, prepared, or analyzed, including computations, to finalize the accounting for the changes resulting from the Tax Cuts and Jobs Act of 2017. Companies are provided a measurement period of up to one year to obtain, prepare, and analyze information necessary to finalize the accounting for provisional amounts or amounts that cannot be estimated as of December 31, 2017. The Tax Cuts and Jobs Act of 2017 impact on the tax provision of the Company for year ending December 31, 2017, resulted in the Company recognizing the provisional impact of the revaluation of deferred tax assets and deferred tax liabilities to 21% from 35%, resulting in an estimated $1.6 million tax expense, which was fully offset by a credit in the same amount resulting from the corresponding change in the valuation allowance applied to the net deferred tax assets. The Company files income tax returns in the United States in federal and applicable state and local jurisdictions. The Company’s tax filings for the years 2017, 2016, 2015 each remain subject to examination by taxing authorities. |
Agreements Related to Acquired
Agreements Related to Acquired Intellectual Property Rights | 9 Months Ended |
Sep. 30, 2018 | |
Intellectual Property Right [Abstract] | |
Agreements Related to Acquired Intellectual Property Rights | Note 7 — Agreements Related to Acquired Intellectual Property Rights Patent License Agreement - Case Western Reserve University - EsoCheck™ Technology On May 12, 2018, Lucid Diagnostics Inc., a majority-owned subsidiary of the Company, entered into a patent license agreement with Case Western Reserve University (“CWRU”), referred to herein as the “EsoCheck™ License Agreement”. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants The EsoCheck™ License Agreement provides for the exclusive worldwide license of the intellectual property rights of the proprietary technologies of two distinct components - the “EsoCheck™ Cell Collection Device™” or the “EsoCheck™ CCD™”, and the EsoCheck™ DNA Biomarkers or the “EsoCheck™ DX™”, and together are collectively referred to as the “EsoCheck™ Technology”. Under the EsoCheck™ License Agreement, Lucid Diagnostics Inc. incurred a payment obligation to CWRU of approximately $273,000, referred to as the “EsoCheck™ License Agreement Fee”. The Company has made a $50,000 initial payment of the EsoCheck™ License Agreement, and with required future quarterly payments of $50,000 until such fee is paid-in-full, provided, however, the commencement of such quarterly payments is subject to Lucid Diagnostics Inc. consummation of a bona fide financing with an unrelated third-party in excess of $500,000. On the May 12, 2018 effective date of the EsoCheck™ License Agreement, the EsoCheck™ License Agreement fee was recognized as a current period research and development expense in the unaudited condensed statement of operations, with the remaining unpaid balance included in accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheet. The EsoCheck™ License Agreement was determined to not meet the “business combination” criteria under FASB ASC Topic 805, Business Combinations Research and Development The EsoCheck™ License Agreement also provides for potential payments upon the achievement of certain product development and regulatory clearance milestones. If Lucid Diagnostics Inc. does not meet certain milestones listed in the EsoCheck™ License Agreement, then CWRU has the right, in its sole discretion, to require the Company to transfer to CWRU a percentage, varying up to 100%, of the shares of common stock of Lucid Diagnostics Inc. held by the Company. Lucid Diagnostics Inc. will also be required to pay a minimum annual royalty commencing the year after the first commercial sale of products resulting from the commercialization of the EsoCheck™ Technology, with the minimum amount rising based on net sales of such product(s), if any. Such contingent milestone and /or royalty payments, if any, will be recognized in the period in which such payment obligations are incurred. Patent fee reimbursement under the EsoCheck™ License Agreement recognized as research and development expense was $10,877 in the three and nine months ended September 30, 2018. The EsoCheck™ License Agreement terminates upon the expiration of certain related patents, or on May 12, 2038 in countries where no such patents exist, or upon expiration of any exclusive marketing rights granted by the FDA or other U.S. government agency, whichever comes later. The three physician inventors of the EsoCheck™ Technology, each entered into consulting agreements with Lucid Diagnostics Inc. to continue to support the development of the EsoCheck™ Technology. In addition to cash compensation based on a contractual rate per hour, additional compensation under each such consulting agreement includes: the grant of stock options under the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan to each individual to purchase 100,000 shares of common stock of Lucid Diagnostics Inc. at an exercise price of $0.50 per share of such common stock; and, the grant under the PAVmed Inc. 2014 Long-Term Incentive Plan of stock options to each individual to purchase 25,000 shares of PAVmed Inc. common stock at an exercise price of $1.59 per share of such common stock. See Note 10, Stock-Based Compensation In June 2018, Lucid Diagnostics Inc. entered into a contract development and manufacturing organization (CDMO) agreement with an unrelated third-party for the supply of the “EsoCheck™ Cell Collection Device™”, principally for use in research and development activities - referred to herein as the “EsoCheck™ Device CDMO Supply Agreement”. The EsoCheck™ Device CDMO Supply Agreement contains a firm price per unit, and a contractual device purchase minimum quantity, is cancellable with 10 day notice, among other routine and customary provisions. With respect to the device purchase contractual minimum quantity, if Lucid Diagnostics Inc. terminates the EsoCheck™ Device CDMO Supply Agreement without “good reason”, as defined, prior to placing purchase orders for 5,000 units of the EsoCheck™ Cell Collection Device™, then Lucid Diagnostics Inc. will make a single one-time $50,000 payment to the unrelated third-party CDMO. The minimum quantity contingent payment, if any, will be recognized as a current period expense if and when such payment obligation is incurred. In June 2018 Lucid Diagnostics Inc. entered into a separate consulting agreement with the owner of the CDMO discussed above, with the sole compensation under such consulting agreement being the June 2018 issue of 75,000 Lucid Diagnostics Inc. stock options with an exercise price of $1.00 per share of common stock of Lucid Diagnostics Inc. See Note 10, Stock-Based Compensation Patent License Agreement - Tufts University - Antimicrobial Resorbable Ear Tubes In November 2016, the Company executed a Patent License Agreement (the “Tufts Patent License Agreement”) with Tufts University and its co-owners, the Massachusetts Eye and Ear Infirmary and Massachusetts General Hospital (the “Licensors”). Pursuant to the Tufts Patent License Agreement, the Licensors granted the Company the exclusive right and license to certain patents in connection with the development and commercialization of antimicrobial resorbable ear tubes based on a proprietary aqueous silk technology conceived and developed by the Licensors. Upon execution of the Tufts Patent License Agreement, the Company paid the Licensors an upfront non-refundable fee of $50,000, with such fee recognized as of the transaction date as a current period research and development expense in the unaudited condensed statement of operations. The Tufts Patent License Agreement was determined not to be meet the “business combination” criteria under FASB ASC Topic 805, Business Combinations Research and Development The Tufts Patent License Agreement also provides for potential payments from the Company to the Licensors upon the achievement of certain product development and regulatory clearance milestones as well as royalty payments on net sales upon the commercialization of products developed utilizing the licensed patents. The Company will recognize as a current period expense for contingent milestone payments or royalties in the period in which such payment obligations are incurred, if any. Patent fee reimbursement under the Tufts Patent License Agreement recognized as research and development expense was $34,578 and $96,291 in the three and nine months ended September 30, 2018, respectively, and $21,945 and $42,496 in the three and nine months ended September 30, 2017, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 — Related Party Transactions Effective October 31, 2018, a management services agreement, previously effective October 2015, with HCP/Advisors LLC, an affiliate of a former director of the Company, expired and was not renewed by the Company. Under such agreement, the Company paid HCP/Advisors LLC an initial first month’s fee of $35,000 commencing as of November 1, 2015, and thereafter, a monthly fee of $25,000 through October 31, 2018. The Company incurred an expense of $75,000 and $225,000 in each of the three and nine months ended September 30, 2018 and 2017, respectively, included in “general and administrative expenses” in the accompanying unaudited condensed consolidated statements of operations. Previously, effective September 2016, the Company and HCFP/Strategy Advisors LLC, an affiliate of certain former directors and current officers of the Company, entered into a management consulting agreement referred to as the “HCFP Strategic Advisory Agreement”, which expired on May 14, 2017, as discussed below. Under the HCFP Strategic Advisory Agreement, HCFP/Strategy Advisors LLC had been engaged for an initial term of five months from September 14, 2016 to February 14, 2017, to provide various management consulting advisory services, including: to provide strategic business planning, to identify and assist with potential sources of financing arrangements, to promote the Company to various potential investors, and to provide strategic advisory services as reasonably requested by the Company. The HCFP Strategic Advisory Agreement provided for an initial total fee of $110,000, with $30,000 paid upon execution of the agreement and four payments of $20,000 per month from October 2016 to January 2017. Subsequently, on February 17, 2017, the Company and HCFP/Strategy Advisors LLC executed an extension of the HCFP Strategic Advisory Agreement, effective as of February 15, 2017, extending the services from February 15, 2017 to May 14, 2017, and obligating the Company to make payments of $20,000 per month in each of February, March, and April 2017. The Company did not further renew the HCFP Strategic Advisory Agreement after its May 14, 2017 expiration date. Previously, at December 31, 2016, the Company recognized a $10,000 estimated accrued expense liability for HCFP/Strategy Advisors LLC asserted out-of-pocket expenses under the HCFP Strategic Advisory Agreement in effect as of December 31, 2016, with such estimated accrued expense liability reversed as of June 30, 2017, as supporting documentation had not been provided by HCFP/Strategy Advisors LLC. Accordingly, as of June 30, 2017, the Company had made all contractually obligated payments, and disclaimed any further payment obligations, under the HCFP Strategic Advisory Agreement. Separately, at June 30, 2017, the Company recognized a $10,000 accrued expense liability in connection with a HCFP/Strategy Advisors LLC vendor invoice dated June 30, 2017 in the amount of $10,000 for professional services fees related to separate discrete discussions between the Company’s management and HCFP /Strategy Advisors LLC conducted between the period of May 15, 2017 to May 31, 2017 regarding corporate matters. Such discussions were separate and apart from the previously expired HCFP Strategic Advisory Agreement. The Company incurred total expense of $0 and $80,000 in the three and nine months ended September 30, 2017, respectively, under the HCFP Strategic Advisory Agreement and the discrete invoice dated June 30, 2017, each as noted above, which is included in “General and administrative expenses” in the accompanying unaudited condensed consolidated statements of operations. Previously, in January 2017, the Company entered into an agreement with Xzerta Trading LLC d/b/a HCFP/Capital Markets (“HCFP/Capital Markets”), an affiliate of certain former directors and current officers of the Company, which has since expired, for HCFP/Capital Markets to be the Company’s exclusive placement agent for the Series A Preferred Stock Units private placement transaction (“the HCFP/Capital Markets Placement Agent Agreement”), wherein, HCFP/Capital Markets was paid a fee of $177,576 representing 7.0% of the gross proceeds realized in such offering, with such fee included in the line item captioned “Loss on issuance of Series A Preferred Stock Units issued in a private placement” as a component of other income (expense) in the accompanying unaudited condensed consolidated statements of operations. See Note 13, Preferred Stock Previously, effective June 30, 2017, the Company and Michael J. Glennon, Vice Chairman and member of the board of directors, agreed to terminate the consulting agreement in effect since October 1, 2016. The Company did not incur any expense or payment obligation under this consulting agreement, as effective as of December 31, 2016, Mr. Glennon waived his right to compensation under the consulting agreement for the year ended December 31, 2016, and, effective as of March 31, 2017, Mr. Glennon further waived his right to compensation under the consulting agreement for the six months ended June 30, 2017. Previously, effective November 2016, the Company entered into a consulting agreement with Patrick Glennon, a related-party as the brother of Michael J. Glennon, Vice Chairman and a member of the Company’s board of directors (the “Patrick Glennon Consulting Agreement”), wherein, Mr. Patrick Glennon will provide consulting support and advice with respect to the development and commercialization of resorbable ear tubes. The sole compensation for such services is the issuance on November 28, 2016 of stock options to purchase 20,000 shares of common stock of the Company, with an exercise price of $9.50 per share, and vesting ratably on a quarterly basis commencing December 31, 2016 and ending on September 30, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 — Commitments and Contingencies Lease The Company’s corporate office lease is on a month-to-month basis, with a 5% per annum increase in the monthly lease payment effective February 1 of each year, and the lease agreement may be cancelled with three months written notice. Total rent expense incurred under the corporate office space lease arrangement was $31,421 and $93,765 for the three and nine months ended September 30, 2018, respectively, and $33,863 and $117,351 for the three and nine months ended September 30, 2017, respectively. As of September 30, 2018, the Company’s future minimum lease payments, for the corporate office lease on a month-to-month basis, are estimated to be $129,874 for the period October 1, 2018 to September 30, 2019. Legal Proceedings On July 2, 2018, a former financial advisor to the Company filed a complaint in New York State court of a claim of breach of contract based on the Company’s purported failure to pay certain compensation claimed to be owed to the former financial advisor and seeking monetary damages to be determined at trial of not less than $125,400. The Company believes the claim is without merit and intends to vigorously defend itself. The outcome of this claim and /or a reasonable estimate of an amount to be paid by the Company, if any, is uncertain at this time, and, therefore, the Company has not recognized a provision for such contingent loss in the unaudited condensed consolidated financial statements as of September 30, 2018 with respect to this matter. Notwithstanding, if in the future the outcome of the matter is probable and a reasonable estimated amount can be determined, such loss will be recognized as an accrued expense liability in such future period. In the ordinary course of our business, particularly as we begin commercialization of our products, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time. Except as otherwise noted herein, the Company does not believe it is currently a party to any other pending legal proceedings. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. Employment Agreements - Severance Compensation Payments The Company has entered into employment agreements with each of: Dr. Lishan Aklog, M.D., Chief Executive Officer, with an annual base salary of $431,000 and an expiration date of December 31, 2019; Mr. Dennis M. McGrath, Executive Vice President - Chief Financial Officer, with an annual base salary of $345,000 and an expiration date of March 20, 2019; and, Dr. Brian J. deGuzman, M.D., Chief Medical Officer, with an annual base salary of $305,000 and an expiration date of June 30, 2021. Under the terms of the respective employment agreements, if the Company terminates employment without cause, or if such executive officer terminates his employment with the Company for good reason, each as defined in the respective employment agreement, then, Dr. Aklog may receive severance compensation payments equal to 150% of his base salary in effect at the time of the employment termination from the initial date of employment termination through the expiration date of his respective employment agreement; Mr. McGrath may receive 100% of the base salary in effect at the time of employment termination from the initial date of employment termination through six months thereafter; and, Dr. deGuzman may receive 100% of the base salary in effect at the time of the employment termination from the initial date of employment termination through the expiration date of his respective employment agreement. The contingent severance compensation payment(s) obligations, if any, will be recognized as a current period expense if and when such payment obligation is incurred. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 10 — Stock-Based Compensation PAVmed Inc. 2014 Long-Term Incentive Equity Plan The PAVmed Inc. 2014 Long-Term Incentive Equity Plan (the “PAVmed Inc. 2014 Equity Plan”), adopted by the Company’s board of directors and stockholders in November 2014, is designed to enable the Company to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire a proprietary interest in the Company. The types of awards that may be granted under the PAVmed Inc. 2014 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the compensation committee of the Company’s board of directors. Stock options outstanding under the PAVmed Inc. 2014 Equity Plan is summarized as follows: Weighted Number Average Aggregate Stock Exercise Intrinsic PAVmed Inc. 2014 Equity Plan Options Price Value 1 Outstanding at December 31, 2017 1,936,924 $ 5.19 Granted 1,535,324 $ 2.04 Exercised — $ — Forfeited (195,108 ) $ 5.00 Outstanding at September 30, 2018 3,277,140 $ 3.72 $ — Vested and exercisable at September 30, 2018 1,620,310 $ 4.52 $ — Unvested at September 30, 2018 1,656,830 $ 2.95 $ — 1 The aggregate intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on September 30, 2018 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. As of September 30, 2018, under the PAVmed Inc. 2014 Equity Plan, the weighted average remaining contractual term was 8.5 years for stock options outstanding and 7.9 years for stock options vested and exercisable. As noted above, during the nine months ended September 30, 2018, an aggregate of 1,535,324 stock options were granted under the PAVmed Inc. 2014 Equity Plan, each with a ten year contractual term from date-of-grant, including: ● January 2018 - 175,000 PAVmed Inc. stock options were granted to the Company’s VP Technology and Product Development, having an exercise price of $2.96 per share of common stock of PAVmed Inc. and vesting ratably on a quarterly basis over a three year period commencing March 31, 2018 and ending December 31, 2020; ● February 2018 - a total of 500,000 PAVmed Inc. stock options were granted to non-executive members of the Company’s board of directors, and a total of 590,216 PAVmed Inc. stock options were granted to employees, each having an exercise price of $2.01 per share of common stock of PAVmed Inc. and vesting ratably on a quarterly basis over a three year period commencing March 31, 2018 and ending December 31, 2020; and, ● May 2018 - a total of 75,000 PAVmed Inc. stock options were granted, including 25,000 stock options granted to each of the three non-employee “EsoCheck™ Technology” physician inventors under each of their respective consulting agreements with Lucid Diagnostics Inc., having an exercise price of $1.59 per share of common stock of PAVmed Inc. and vesting ratably on a quarterly basis over a three year period commencing June 30, 2018 and ending March 31, 2021. See Note 7, Agreements Related to Acquired Intellectual Property Rights ● July 2018 - 195,108 PAVmed Inc. stock options were granted to the Company’s Chief Commercial Officer, having an exercise price of $1.58 per share of common stock of PAVmed Inc. and vesting ratably on a quarterly basis over a three year period commencing September 30, 2018 and ending June 30, 2021. In February 2018, a total of 195,108 stock options, previously granted under the PAVmed Inc. 2014 Equity Plan, were forfeited in connection with the resignation of two members from the Company’s board of directors. As a result of shareholder approval of an additional 3.0 million shares on October 1, 2018, there are a total of 5,951,081 shares of common stock of PAVmed Inc. reserved for issuance under the PAVmed Inc. 2014 Equity Plan, of which, 3,174,795 shares are available for grant under the PAVmed Inc. 2014 Equity Plan, with such number of shares excluding PAVmed Inc. stock options granted outside the PAVmed Inc. 2014 Equity Plan, including 250,000 in 2017 and 250,854 in 2016. Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (the “Lucid Diagnostics Inc. 2018 Equity Plan”) became effective on May 12, 2018 and is separate from the PAVmed Inc. 2014 Equity Plan discussed above. The Lucid Diagnostics Inc. 2018 Equity Plan is designed to enable Lucid Diagnostics Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of Lucid Diagnostics Inc. The types of awards that may be granted under the Lucid Diagnostics Inc. 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics Inc. board of directors. The following table summarizes information about stock options outstanding under the Lucid Diagnostics Inc. 2018 Equity Plan for the period presented below: Weighted Number Average Stock Exercise Lucid Diagnostics Inc. 2018 Equity Plan Options Price Outstanding at December 31, 2017 — $ — Granted 375,000 $ 0.60 Exercised — $ — Forfeited — $ Outstanding at September 30, 2018 375,000 $ 0.60 Vested and exercisable at September 30, 2018 56,250 $ 0.56 Unvested at September 30, 2018 318,750 $ 0.61 As of September 30, 2018, the weighted average remaining contractual term was 9.6 years for both stock options outstanding and stock options vested and exercisable under the Lucid Diagnostics Inc. 2018 Equity Plan. As noted above, during the nine months year ended September 30, 2018, an aggregate of 375,000 Lucid Diagnostics Inc. stock options were granted under the Lucid Diagnostics Inc. 2018 Equity Plan, each with a ten year contractual term from date-of-grant, including: ● May 2018 - 100,000 Lucid Diagnostics Inc. stock options were granted to each of the three non-employee “EsoCheck™ Technology” physician inventors under their respective consulting agreements with Lucid Diagnostics Inc., having an exercise price of $0.50 per share of common stock of Lucid Diagnostics Inc. and vesting ratably on a quarterly basis over a three year period commencing June 30, 2018 and ending March 31, 2021. See Note 7, Agreements Related to Acquired Intellectual Property Rights ● June 2018 - 75,000 Lucid Diagnostics Inc. stock options were granted as sole compensation under a consulting agreement between Lucid Diagnostics Inc. and the unrelated third party owner of the manufacturing firm of the “EsoCheck™ Device CDMO Supply Agreement”, having an exercise price of $1.00 per share of common stock of Lucid Diagnostics Inc. and vesting ratably on a quarterly basis over a three year period commencing September 30, 2018 and ending June 30, 2021. See Note 7, Agreements Related to Acquired Intellectual Property Rights A total of 2,000,000 shares of common stock of Lucid Diagnostics Inc. are reserved for issuance under the Lucid Diagnostics Inc. 2018 Equity Plan. In this regard, as of September 30, 2018, 1,625,000 shares of common stock of Lucid Diagnostics Inc. were available for grant under the Lucid Diagnostics Inc. 2018 Equity Plan. Stock-Based Compensation Expense The stock-based compensation expense related to stock options granted to employees and directors is based on the grant-date fair value, and for stock options granted to non-employees is based on the vesting date fair value, with the expense recognized on a straight-line basis over the award’s requisite service period. Consolidated stock-based compensation expense recognized for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, for the periods indicated, was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 General and administrative expenses $ 247,818 $ 241,401 $ 701,174 $ 707,588 Research and development expenses 76,655 30,900 198,475 91,693 Total $ 324,473 $ 272,301 $ 899,649 $ 799,281 As presented above, stock-based compensation recognized by Lucid Diagnostics Inc. included $5,329 and $8,962 in the three and nine months ended September 30, 2018, respectively, with respect to stock options granted under the PAVmed Inc. 2014 Equity Plan to non-employees providing services to Lucid Diagnostics Inc., and $12,973 and $21,250 in the three and nine months ended September 30, 2018, respectively, with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan to non-employees providing services to Lucid Diagnostics Inc. - with each such stock based compensation expense classified in research and development expense in the corresponding periods. There was no such Lucid Diagnostics Inc. stock-based compensation expense recognized for the prior year periods. As of September 30, 2018, under the PAVmed Inc. 2014 Equity Plan, total unrecognized stock-based compensation expense of approximately $1.7 million is expected to be recognized over the weighted average remaining requisite service period of 1.5 years; and, under the Lucid Diagnostics Inc. 2018 Equity Plan, total unrecognized stock-based compensation expense of approximately $0.1 million is expected to be recognized over the weighted average remaining requisite service period of 2.6 years. The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, which requires the Company to make certain estimates and assumptions, with the weighted-average valuation assumptions for stock-based awards, as follows: weighted-average risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period commensurate with the assumed expected option term; expected term of stock options represents the period of time stock options are expected to be outstanding, which for employees is the expected term derived using the simplified method and for non-employees is the contractual term; expected stock price volatility is based on historical stock price volatilities of similar entities within the Company’s industry over the period commensurate with the expected term of the stock option; and, expected dividend yield is based on annual dividends of $0.00 as the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend. Stock-based compensation expense recognized for stock options granted to employees and members of the board of directors under the PAVmed Inc. 2014 Equity Plan was based on a weighted average fair value of $1.22 per share and $1.57 per share, during the nine months ended September 30, 2018 and 2017, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Nine Months Ended September 30, 2018 2017 Risk free interest rate 2.1 % 1.5 % Expected term of stock options (in years) 5.8 5.8 Expected stock price volatility 50 % 50 % Expected dividend yield 0 % 0 % Stock-based compensation expense recognized for stock options granted to non-employees under the PAVmed Inc. 2014 Equity Plan was based on a weighted average fair value of $2.07 per share and $4.32 per share, during the nine months ended September 30, 2018 and 2017, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Nine Months Ended September 30, 2018 2017 Risk free interest rate 2.7 % 2.2 % Expected term of stock options (in years) 8.8 9.0 Expected stock price volatility 60 % 60 % Expected dividend yield 0 % 0 % Stock-based compensation expense recognized for stock options granted to non-employees under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average fair value of $0.40 per share during the nine months ended September 30, 2018, calculated using the following weighted average Black-Scholes valuation model assumptions: Nine Months Ended September 30, 2018 Risk free interest rate 3.0 % Expected term of stock options (in years) 9.7 Expected stock price volatility 66 % Expected dividend yield 0 % There was no such Lucid Diagnostics Inc. 2018 Equity Plan stock-based compensation expense for the prior year period. |
Financial Instruments Fair Valu
Financial Instruments Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Fair Value Measurements | Note 11 — Financial Instruments Fair Value Measurements Recurring Fair Value Measurements The Series A Warrants and the Series A Convertible Preferred Stock conversion option derivative liabilities as of September 30, 2018 and December 31, 2017, are summarized in the fair value hierarchy table, as follows: Fair Value Measurement on a Recurring Basis at Reporting Date Using (1) Level-1 Level-2 Level-3 Inputs Inputs Inputs Total September 30, 2018 (2) Series A Warrants derivative liability $ — $ — $ — $ — Series A Convertible Preferred Stock conversion option derivative liability — — — — Totals $ — $ — $ — $ — December 31, 2017 Series A Warrants derivative liability $ — $ — $ 761,123 $ 761,123 Series A Convertible Preferred Stock conversion option derivative liability — — 212,217 212,217 Totals $ — $ — $ 973,340 $ 973,340 (1) As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. (2) The Series A Warrants derivative liability and the Series A-1 Convertible Preferred Stock conversion option derivative liability were fully extinguished-upon-exchange on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, as discussed herein below. The Series A Preferred Stock Units issued in a private placement in the three months ended March 31, 2017 were each comprised of one share of Series A Convertible Preferred Stock and one Series A Warrant, wherein, at the option of their respective holder, may be converted into /exercised for shares of common stock of the Company. See Note 13, Preferred Stock, Stockholders’ Equity and Common Stock Purchase Warrants The Series A Warrant and the Series A Convertible Preferred Stock conversion option were each determined to be a derivative liability under FASB ASC Topic 815, Derivative and Hedging The number of Series A Warrants and shares of Series A Convertible Preferred Stock issued and outstanding as of September 30, 2018 is as follows: Issued and Outstanding - September 30, 2018 Series A Warrants Series A Convertible Preferred Stock Issued and outstanding as of December 31, 2017 268,001 249,667 Series A and Series A-1 Exchange Offer - March 15, 2018 (268,001 ) (249,667 ) Issued and outstanding as of September 30, 2018 — — As of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer discussed below, there were no issued and outstanding Series A Warrants and shares of Series A Convertible Preferred Stock, as each were fully exchanged for shares Series B Convertible Preferred Stock and Series Z Warrants, respectively. The reconciliation of each of the Series A Warrants and the Series A Convertible Preferred Stock conversion option derivative liability as of September 30, 2018 is as follows: Derivative Liability - September 30, 2018 Series A Warrants Series A Convertible Preferred Stock Conversion Option Balance at December 31, 2017 $ 761,123 $ 212,217 Change in fair value - March 15, 2018 Exchange Date (246,561 ) (64,913 ) Series A and Series A-1 Exchange Offer - March 15, 2018 (514,562 ) (147,304 ) Balance at September 30, 2018 $ — $ — As noted above, the Series A Warrants derivative liability and the Series A-1 Convertible Preferred Stock conversion option derivative liability were each initially measured at fair value at the time of issuance and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date, with changes in estimated fair value recognized as other income or expense. The Series A Warrants derivative liability and the Series A-1 Convertible Preferred Stock conversion option derivative liability were fully extinguished-upon-exchange on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, as discussed below. Accordingly, the final estimated fair value of each respective derivative liability was as of the March 15, 2018 Exchange Date, with such change in estimated fair value resulting in the respective recognition of income of $246,561 and $64,913, with a corresponding decrease in each of the Series A Warrants and the Series A Convertible Preferred Stock conversion option derivative liability, respectively, during the nine months ended September 30, 2018. The number of Series A Warrants and shares of Series A Convertible Preferred Stock issued and outstanding as of December 31, 2017 is as follows: Issued and Outstanding - December 31, 2017 Series A Warrants Series A Convertible Preferred Stock Issued and outstanding as of December 31, 2016 — — Issued in Series A Preferred Stock Units private placement 422,838 422,838 Conversion of Series A Convertible Preferred Stock — (18,334 ) Series A Exchange Offer - November 17, 2017 (154,837 ) (154,837 ) Issued and outstanding as of December 31, 2017 268,001 249,667 The reconciliation of each of the Series A Warrants and the Series A Convertible Preferred Stock conversion option derivative liability as of December 31, 2017 is as follows: Derivative Liability - December 31, 2017 Series A Warrants Series A Convertible Preferred Stock Conversion Option Balance at December 31, 2016 $ — $ — Initial fair value on dates of issuance 4,050,706 1,221,963 Change in fair value (1,942,501 ) (643,318 ) Conversion of Series A Convertible Preferred Stock — (27,335 ) Series A Exchange Offer - November 17, 2017 (1,347,082 ) (339,093 ) Balance at December 31, 2017 $ 761,123 $ 212,217 The change in estimated fair value resulted in the respective recognition of income of $1,942,501 and $643,318, with a corresponding decrease in each of the Series A Warrants and the Series A Convertible Preferred Stock conversion option derivative liability, respectively, during the year ended December 31, 2017. Fair Value Assumptions - Derivative Liability - Series A Warrants and Series A Convertible Preferred Stock Conversion Option The initial issue date and subsequent recurring reporting period date estimated fair value of each of the Series A Warrants derivative liability and the Series A Convertible Preferred Stock conversion option derivative liability, were estimated using a Monte Carlo simulation valuation model using the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs to take into account the probabilities of certain events occurring over their respective life, including, assumptions regarding the estimated volatility in the value of the Company’s common stock price and the likelihood and timing of future dilutive transactions, as applicable, using the following assumptions as of the dates indicated: Fair Value Assumptions March 15, December 31, Series A Warrants Derivative Liability 2018 (1) 2017 Calculated aggregate estimated fair value $ 514,562 $ 761,123 Series A Warrants outstanding 268,001 268,001 Value of common stock $ 1.70 $ 2.29 Exercise price per share - Series A Warrant $ 6.61 $ 6.61 Exercise price per share - Series X Warrant $ 6.00 $ 6.00 Expected term (years) 6.1 6.3 Volatility 59 % 55 % Risk free rate 2.7 % 2.2 % Dividend yield 0 % 0 % Fair Value Assumptions Series A Convertible Preferred Stock Conversion Option Derivative Liability March 15, 2018 (1) December 31, 2017 Calculated aggregate estimated fair value $ 147,304 $ 212,217 Series A Convertible Preferred Stock shares 249,667 249,667 Value of common stock $ 1.70 $ 2.29 Common stock exchange factor numerator $ 6.00 $ 6.00 Common stock exchange factor denominator $ 4.97 $ 4.97 Expected term (years) 6.1 6.3 Volatility 59 % 55 % Risk-free interest rate 2.7 % 2.2 % Dividend yield 0 % 0 % (1) As the Series A Warrants and shares of Series A Convertible Preferred Stock were each fully exchanged on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, the final estimated fair value of each respective derivative liability was as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer discussed below. Series B Convertible Preferred Stock and Series Z Warrants - Series A and Series A-1 Exchange Offer - March 15, 2018 On March 15, 2018, the “Series A and Series A-1 Exchange Offer” was completed, wherein, with respect to Series A Convertible Preferred Stock and Series A Warrants, two shares of Series B Convertible Preferred Stock were issued-upon-exchange of one share of Series A Convertible Preferred Stock, and five Series Z Warrants were issued-upon-exchange of one Series A Warrant; and, additionally, with respect to Series A-1 Convertible Preferred Stock and Series A-1 Warrants, 1.33 shares of Series B Convertible Preferred Stock were issued-upon-exchange of one share of Series A-1 Convertible Preferred Stock, and five Series Z Warrants were issued-upon-exchange of one Series A-1 Warrant. Collectively, such exchanges are referred to as the “Series A and Series A-1 Exchange Offer” and the “March 15, 2018 Exchange Date”. The Series A and Series A-1 Exchange Offer was offered to and accepted by all holders of the Series A Convertible Preferred Stock and Warrants and the Series A-1 Convertible Preferred Stock and Warrants. On the March 15, 2018 Exchange Date: (i) a total of 975,568 shares of Series B Convertible Preferred Stock were issued-upon-exchange, including 499,334 shares of Series B Convertible Preferred Stock issued-upon-exchange of 249,667 shares of Series A Convertible Preferred Stock and 476,234 shares of Series B Convertible Preferred Stock issued-upon-exchange of 357,259 shares of Series A-1 Convertible Preferred Stock; and, (ii) a total of 2,739,190 Series Z Warrants were issued-upon-exchange, including 1,340,005 Series Z Warrants issued-upon-exchange of 268,001 Series A Warrants and 1,399,185 Series Z Warrants issued-upon-exchange of 279,837 Series A-1 Warrants. As a result of the Series A and Series A-1 Exchange Offer, as of the March 15, 2018 Exchange Date, there were no issued and outstanding shares of Series A Convertible Preferred Stock and Series A Warrants, nor shares of Series A-1 Convertible Preferred Stock and Series A-1 Warrants, as each were fully exchanged-upon-issue of shares of Series B Convertible Preferred Stock and Series Z Warrants, respectively. Additionally, each of the corresponding Series A Warrants derivative liability and the Series A Convertible Preferred Stock conversion option derivative liability were each fully extinguished-upon-exchange as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer. Series A and Series A-1 Exchange Offer - March 15, 2018 - Series B Convertible Preferred Stock Issued-Upon-Exchange of Series A Convertible Preferred Stock Series Z Warrants Issued-Upon-Exchange Of Series A Warrants As noted above, the Series A and Series A-1 Exchange Offer resulted in the extinguishment of: 249,667 shares of Series A Convertible Preferred Stock along with the corresponding (bifurcated) conversion option derivative liability, and, 268,001 Series A Warrants, each resulting from the issue-upon-exchange of: 499,334 shares of Series B Convertible Preferred Stock and 1,340,005 Series Z Warrants, respectively, each as discussed herein below. Series A and Series A-1 Exchange Offer - March 15, 2018 Series B Convertible Preferred Stock Issued-Upon-Exchange of Series A Convertible Preferred Stock The March 15, 2018 Exchange Date estimated fair value of the consideration given of $873,835 of the 499,334 shares of the equity-classified Series B Convertible Preferred Stock issued-upon-exchange, as compared to the (temporary equity) carrying value of 249,667 shares of Series A Convertible Preferred Stock and the estimated fair value of the corresponding conversion option derivative liability of $147,304, resulted in incremental estimated fair value of $726,531 recognized as a deemed dividend charged to accumulated deficit on the March 15, 2018 Exchange Date, with such deemed dividend included as a component of “net loss attributable to PAVmed Inc. common stockholders”, summarized as follows: Series B Convertible Preferred Stock Issued-Upon-Exchange Series A Convertible Preferred Stock and Conversion Option Derivative Liability Extinguished-Upon-Exchange Deemed Dividend Charged to Accumulated Deficit Series A Series A-1 Exchange Offer Fair value - 499,334 shares of Series B Convertible Preferred Stock issued-upon-exchange $ 873,835 Less: Fair value - Series A Convertible Preferred Stock conversion option derivative liability extinguished-upon-exchange 147,304 Less: Carrying value - 249,667 shares of Series A Convertible Preferred Stock extinguished-upon-exchange — Deemed dividend charged to accumulated deficit $ 726,531 The March 15, 2018 Exchange Date estimated fair value of $873,835 of the 499,334 shares of Series B Convertible Preferred Stock issued-upon-exchange of 249,667 Series A Convertible Preferred Stock was computed using a combination of the present value of its cash flows using a synthetic credit rating analysis’ required rate of return and the Black-Scholes option pricing model, using the following assumptions: Series A Series A-1 Exchange Offer Fair Value Assumptions March 15, 2018 Series B Convertible Preferred Stock Exchange Date Aggregate fair value $ 873,835 Series B Convertible Preferred Stock shares 499,334 Required rate of return 27.0 % Common stock conversion factor numerator $ 3.00 Common stock conversion factor denominator $ 3.00 Value of common stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % The Series A Convertible Preferred Stock was classified in temporary equity in the unaudited condensed consolidated balance sheet and had a carrying value of $0 resulting from the issuance date initial estimated fair values of the Series A Warrant derivative liability and the Series A Convertible Preferred Stock conversion option derivative liability being in excess of the Series A Preferred Stock Units private placement issuance gross proceeds, with such excess recognized as a current period loss in the unaudited condensed consolidated statement of operations. See Note 13, Preferred Stock, Series A and Series A-1 Exchange Offer - March 15, 2018 - Series Z Warrants Issued-Upon-Exchange of Series A Warrants The Series Z Warrants issued-upon-exchange of Series A Warrants in the Series A and Series A-1 Exchange Offer, as discussed above, resulted in the recognition of a modification expense under the analogous guidance with respect to stock option modification under FASB ASC 718, wherein an exchange of warrants is deemed to be a modification of the initial warrant agreement by the replacement with a revised warrant agreement, requiring the incremental estimated fair value, measured as the difference between the estimated fair value immediately after the modification as compared to the estimated fair value immediately before the modification, to the extent an increase, recognized as a modification expense. In this regard, the March 15, 2018 Exchange Date adjustment of the estimated fair value of the Series A Warrants derivative liability resulted in the recognition of a net expense of $96,480 comprised of: (i) income of $246,561 upon the Series A Warrant derivative liability being adjusted to its March 15, 2018 Exchange Date estimated fair value of $514,562, as noted above, and (ii) an expense of $343,041 resulting from the incremental estimated fair value of the consideration given of $857,603 of the 1,340,005 Series Z Warrants issued-upon-exchange as compared to the estimated fair value of $514,562 of the 268,001 Series A Warrants derivative liability extinguished-upon-exchange, summarized as follows: Series Z Warrants Issued Upon Exchange of Series A Warrants - March 15, 2018 Series A Warrants Derivative Liability Series Z Additional Paid In Capital Equity Fair Value Change Series A Warrant Derivative Liability Other Income (Expense) Series A Warrants derivative liability - December 31, 2017 $ 761,123 $ — $ — Series A Warrants derivative liability change in fair value - March 15, 2018 (246,561 ) 246,561 Sub-Total: Series A Warrants derivative liability - March 15, 2018 Exchange Date 514,562 — 246,561 Series Z Warrants issued-upon-exchange of Series A Warrants - estimated fair value (514,562 ) 857,603 (343,041 ) Series Z Warrants issued-upon-exchange of Series A Warrants - March 15, 2018 $ — $ 857,603 $ (96,480 ) The March 15, 2018 Exchange Date estimated fair value of $857,603 of the 1,340,005 Series Z Warrants issued-upon-exchange of 268,001 Series A Warrants was computed using a Black-Scholes valuation model, using the following assumptions: Fair Value Assumptions March 15, 2018 Series Z Warrants issued upon exchange of Series A Warrants Exchange Date Aggregate fair value $ 857,603 Series Z Warrants issued upon exchange of Series A Warrants 1,340,005 Exercise price per share - Series Z Warrant $ 3.00 Value of common stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % Series A and Series A-1 Exchange Offer - March 15, 2018 - Series B Convertible Preferred Stock Issued-Upon-Exchange of Series A-1 Convertible Preferred Stock Series Z Warrants Issued-Upon-Exchange of Series A-1 Warrants As noted above, the Series A and Series A-1 Exchange Offer resulted in the extinguishment of: 357,259 shares of Series A-1 Convertible Preferred Stock and, 279,837 Series A-1 Warrants, resulting from the issue-upon-exchange of 476,234 shares of Series B Convertible Preferred Stock and 1,399,185 Series Z Warrants, respectively, each as discussed herein below. Series A and Series A-1 Exchange Offer - March 15, 2018 Series B Convertible Preferred Stock Issued Upon Exchange of Series A-1 Convertible Preferred Stock The March 15, 2018 Exchange Date estimated fair value of the consideration given of $833,410 of the equity-classified 476,234 shares of Series B Convertible Preferred Stock issued-upon-exchange, was less than the carrying value of $1,032,650 of the equity-classified 357,259 shares Series A-1 Convertible Preferred Stock, resulting in an increase to additional paid in capital of $199,241 on the March 15, 2018 Exchange Date, with such amount included as a component of “net loss attributable to PAVmed Inc. common stockholders”, summarized as follows: Series A Series A-1 Series B Convertible Preferred Stock Issued-Upon-Exchange Exchange Offer Series A-1 Convertible Preferred Stock Extinguished-Upon-Exchange March 15, 2018 Increase - Additional Paid-In Capital Exchange Date Fair value - 476,234 shares of Series B Convertible Preferred Stock issued-upon-exchange $ 833,410 Less: Carry value - 357,259 shares - Series A-1 Convertible Preferred Stock extinguished-upon-exchange 1,032,650 Increase - additional paid-in capital $ 199,241 The March 15, 2018 Exchange Date estimated fair value of $833,410 of the 476.234 shares of Series B Convertible Preferred Stock issued-upon-exchange of 357,259 shares of Series A-1 Convertible Preferred Stock was computed using a combination of the present value of its cash flows using a synthetic credit rating analysis required rate of return and the Black-Scholes option pricing model, using the following assumptions: Fair Value Assumptions Series B Convertible Preferred Stock - issued upon exchange of Series A-1 Convertible Preferred Stock Series A Series A-1 Exchange Offer March 15, 2018 Exchange Date Aggregate fair value $ 833,410 Series B Convertible Preferred Stock shares 476,234 Required rate of return 27.0 % Common stock conversion factor numerator $ 3.00 Common stock conversion factor denominator $ 3.00 Value of common stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % Series Z Warrants Issued-Upon-Exchange of Series A-1 Warrants The “Series Z Warrants issued-upon-exchange of Series A-1 Warrants” in the Series A and Series A-1 Exchange Offer, as discussed above, resulted in the recognition of a modification expense under the analogous guidance with respect to stock option modification under FASB ASC 718, wherein an exchange of warrants is deemed to be a modification of the initial warrant agreement by the replacement with a revised warrant agreement, requiring the incremental estimated fair value, measured as the difference between the estimated fair value immediately after the modification as compared to the estimated fair value immediately before the modification, to the extent an increase, recognized as a modification expense. In this regard, the March 15, 2018 Exchange Date estimated fair value of $895,478 of the equity-classified 1,399,185 Series Z Warrants issued-upon-exchange as compared to the estimated fair value of $545,682 of the equity-classified 279,837 Series A-1 Warrants extinguished-upon-exchange, resulted in an incremental estimated fair value of $349,796 recognized as a modification expense included in other income (expense) in the unaudited condensed consolidated statement of operations, with a corresponding increase to additional paid in capital, summarized as follows: Series A Series A-1 Exchange Offer March 15, 2018 Series Z Warrants - issued-upon-exchange of Series A-1 Warrants - March 15, 2018 Exchange Date Fair value - 1,399,185 Series Z Warrants issued-upon-exchange $ 895,478 Less: fair value - 279,837 Series A-1 Warrants extinguished-upon-exchange 545,682 Modification expense /increase to additional paid in capital 349,796 Carry value - 279,837 Series A-1 Warrants extinguished-upon-exchange - equity classified 1,879,532 Carry value - Series Z Warrants issued-upon-exchange of Series A-1 Warrants - equity classified $ 2,229,328 The March 15, 2018 Exchange Date estimated fair value of $895,478 of the 1,399,185 Series Z Warrants issued-upon-exchange of 279,837 Series A-1 Warrants was computed using a Black-Scholes valuation model, using the following assumptions: Fair Value Assumptions March 15, 2018 Series Z Warrants - issued upon exchange of Series A-1 Warrants Exchange Date Aggregate fair value $ 895,478 Series Z Warrants issued upon exchange of Series A-1 Warrants 1,399,185 Exercise price per share - Series Z Warrant $ 3.00 Value of common stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % The March 15, 2018 Exchange Date estimated fair value of $545,682 of the 279,837 Series A-1 Warrants extinguished-upon-exchange for 1,399,185 Series Z Warrants was computed using a Black-Scholes valuation model, using the following assumptions: Fair Value Assumptions March 15, 2018 Series A-1 Warrants - exchanged for Series Z Warrants Exchange Date Aggregate fair value $ 545,682 Series A-1 Warrants exchanged for Series Z Warrants 279,837 Exercise price per share - Series A-1 Warrant $ 6.67 Series W Warrants 1,399,185 Exercise price per share - Series W Warrant 5.00 Value of common stock $ 1.70 Expected term (years) 3.9 Volatility 67 % Risk free rate 2.5 % Dividend yield 0 % Series A Exchange Offer - November 17, 2017 On November 17, 2017, the “Series A Exchange Offer” was completed, wherein, 1.5 shares of Series A-1 Convertible Preferred Stock were issued-upon-exchange of one share of Series A Convertible Preferred Stock, and one Series A-1 Warrant was issued-upon-exchange of one Series A Warrant, with such exchanges referred to as the “Series A Exchange Offer” and the “November 17, 2017 Exchange Date”. The Series A Exchange Offer was offered to all 28 holders and accepted by 13 holders of the Series A Convertible Preferred Stock and Warrants. On the November 17, 2017 Exchange Date, a total of 232,259 shares of Series A-1 Convertible Preferred Stock were issued-upon-exchange of 154,837 shares of Series A Convertible Preferred Stock and a total of 154,837 Series A-1 Warrants were issued-upon-exchange of 154,837 Series A Warrants. Consequently, as of the November 17, 2017 Exchange Date, 154,837 shares of Series A Convertible Preferred Stock and 154,837 Series A Warrants were fully extinguished-upon-exchange for shares of Series A-1 Convertible Preferred Stock and Series A-1 Warrants, respectively. Additionally, each of the corresponding Series A Warrants derivative liability and the Series A Convertible Preferred Stock conversion option derivative liability were each extinguished-upon-exchange as of the November 17, 2017 Exchange Date of the Series A and Series A-1 Exchange Offer. Series A Exchange Offer - November 17, 2017 Series A-1 Convertible Preferred Stock Issued-Upon-Exchange of Series A Convertible Preferred Stock The November 17, 2017 Exchange Date estimated fair value of the consideration given of $843,100 of the equity-classified 232,259 shares of Series A-1 Convertible Preferred Stock issued-upon-exchange, with such fair value recognized as the carrying value of such issued shares of Series A-1 Convertible Preferred Stock, as compared to the extinguishment of both the carrying value of the Series A Convertible Preferred Stock and the estimated fair value of the corresponding conversion option derivative liability, resulted in $504,007 of incremental estimated fair value, which was recognized as a deemed dividend charged to accumulated deficit in the unaudited condensed consolidated balance sheet on the November 17, 2017 Exchange Date, with such deemed dividend included as a component of “net loss attributable to PAVmed Inc. common stockholders”, summarized as follows: Series A-1 Convertible Preferred Stock Issued-Upon-Exchange Series A Convertible Preferred Stock and Conversion Option Derivative Liability Extinguished-Upon-Exchange Deemed Dividend Charged to Accumulated Deficit Series A Exchange Offer November 17, 2017 Exchange Date Fair value - 232,259 shares of Series A-1 Convertible Preferred Stock issued-upon-exchange $ 843,100 Less: Fair value - Series A Convertible Preferred Stock conversion option derivative liability extinguished-upon-exchange 339,093 Less: Carry value - 154,837 shares of Series A Convertible Preferred Stock extinguished-upon-exchange — Deemed dividend charged to accumulated deficit $ 504,007 The November 17, 2017 Exchange Date estimated fair value of $843,100 of the 232,259 shares of Series A-1 Convertible Preferred Stock issued-upon-exchange of 154,837 shares of Series A Convertible Preferred Stock was computed using a combination of the present value of its cash flows using a synthetic credit rating analysis required rate of return and the Black-Scholes option pricing model, using the following assumptions: Fair Value Assumptions - Series A-1 Convertible Preferred Stock issued upon exchange of Series A Convertible Preferred Stock November 17, 2017 Exchange Date Aggregate fair value $ 843,100 Series A-1 Convertible Preferred Stock shares 232,259 Required rate of return 27.0 % Common stock conversion factor numerator $ 4.00 Common stock conversion factor denominator $ 4.00 Value of common stock $ 4.33 Expected term (years) 6.45 Volatility 53 % Risk free rate 2.2 % Dividend yield 0 % The November 17, 2017 Exchange Date estimated fair value of $339,093 of the extinguished-upon-exchange Series A Convertible Preferred Stock conversion option derivative liability was estimated using a Monte Carlo simulation valuation model, using the Company’s common stock price and certain other Level-3 inputs to take into account the probabilities of certain events occurring over their respective life, using the following assumptions. Fair Value Assumptions - November 17, 2017 Series A Convertible Preferred Stock Conversion Option Derivative Liability Exchange Date Aggregate fair value $ 339,093 Series A Convertible Preferred Stock shares 154,837 Value of common stock $ 4.33 Common stock exchange factor numerator $ 6.00 Common stock exchange factor denominator $ 4.97 Expected term (years) 6.45 Volatility 53 % Risk-free interest rate 2.2 % Dividend yield 0 % The Series A Convertible Preferred Stock is classified in temporary equity in the unaudited condensed consolidated balance sheet and has a carrying value of $0 resulting from the issuance date initial fair values of the Series A Warrant derivative liability and the Series A Convertible Preferred Stock conversion option derivative liability being in excess of the Series A Preferred Stock Units private placement issuance gross proceeds, with such excess recognized as a current period loss in the unaudited condensed consolidated statement of operations. See Note 13, Preferred Stock, Series A Exchange Offer - November 17, 2017 Series A-1 Warrants Issued-Upon-Exchange of Series A Warrants As of the November 17, 2017 Exchange Date, the Series A Warrants derivative liability estimated fair value was adjusted, with the resulting change in such estimated fair value recognized as other income (expense) in the unaudited condensed consolidated statement of operations. Further, the estimated fair value of the 154,837 Series A Warrant derivative liability extinguished-upon exchange were further adjusted to the November 17, 2017 Exchange Date estimated fair value of $1,347,082 of the 154,837 Series A-1 Warrants issued-upon-exchange (i.e. consideration given), with the resulting change in such estimated fair value recognized as other income (expense) in the unaudited condensed consolidated statement of operations. Immediately thereafter, such November 17, 2017 adjusted estimated fair value of $1,347,082 of the 154,837 Series A Warrants derivative liability extinguished-upon-exchange was derecognized, along with a corresponding recognition of such amount in additional paid-in capital of the equity-classified 154,837 Series A-1 Warrants issued-upon-exchange. The November 17, 2017 Exchange Date estimated fair value of $1,347,082 of the 154,837 Series A-1 Warrants issued-upon-exchange of the 154,837 Series A Warrants extinguished-upon-exchange was computed using a Black-Scholes valuation model assuming the exchange of one Series A-1 Warrant for five Series W Warrants, using the following assumptions: Fair Value Assumptions November 17, 2017 Series A-1 Warrants - issued upon exchange of Series A Warrants Exchange Date Aggregate fair value $ 1,347,082 Exercise price per share - Series W Warrant $ 5.00 Value of common stock $ 4.33 Expected term (years) 4.2 Volatility 57 % Risk free rate 2.0 % Dividend yield 0 % Non-recurring Fair Value Measurements In addition to the Series A and Series A-1 Exchange Offer (March 15, 2018) and the Series A Exchange Offer (November 17, 2017), each as discussed above, the other issue-date and /or date -of-occurrence non-recurring estimated fair values include: in the current year, the Series W Warrants Exchange Offer (April 5, 2018), the Series Z Warrant exercise price adjustment (June 1, 2018), and the UPO Exchange Offer (August 22, 2018); and, in the prior year, the Series A Preferred Stock Units private placement (three months ended March 31, 2017), the Senior Secured Note and Series S Warrants issued in connection with the Note and Security Purchase Agreement between the Company and Scopia Holdings LLC (July 3, 2017); the Series A-1 Preferred Stock Units private placement (August 4, 2017); the Series A-1 Warrants Agreement Amendment No. 1 (October 18, 2017), and the conversion of shares of Series A Convertible Preferred Stock into shares of common stock of the Company (November and December 2017). See the following Notes herein for further information regarding these non-recurring estimated fair values, including Note 12, Note and Securities Purchase Agreement, Senior Secured Note, and Series S Warrants Preferred Stock, and, Stockholders’ Equity and Common Stock Purchase Warrants The recurring and issue-date and /or date -of-occurrence non-recurring estimated fair values utilize the Company’s common stock price along with certain Level 3 inputs, as discussed below, in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models. The recurring and non-recurring estimated fair values presented herein are subjective and are affected by changes in inputs to the valuation models /analyses, including the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price and probabilities associated with the likelihood and timing of future dilutive transactions. Changes in these assumptions can materially affect the estimated fair values. |
Note and Securities Purchase Ag
Note and Securities Purchase Agreement, Senior Secured Note, and Series S Warrants | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Note and Securities Purchase Agreement, Senior Secured Note, and Series S Warrants | Note 12 — Note and Securities Purchase Agreement, Senior Secured Note, and Series S Warrants The Company and Scopia Holdings LLC (“Scopia” or the “Lender”) entered into a Note and Security Purchase Agreement, wherein the Company issued to Scopia and its designees, a Senior Secured Note with an initial principal of $5.0 million (“Senior Secured Note”), and 2,660,000 Series S Warrants to purchase a corresponding number of shares of common stock of the Company, upon Scopia delivering to the Company $4.8 million in net cash proceeds on July 3, 2017. The aggregate remaining unpaid principal balance of the Senior Secured Note, as discussed herein below, is due on June 30, 2019. The Senior Secured Note bears interest at a fixed annual rate of 15.0%, with interest payable semi-annually in arrears on June 30 and December 30 of each calendar year, commencing December 30, 2017 (“15% interest expense”). The Company may elect, at its sole discretion, to defer payment of up to 50% of each of the semi-annual 15% interest expense due, with such deferred amount added to the outstanding interest-bearing principal balance of the Senior Secured Note. In this regard, the Senior Secured Note principal balance is $5,383,112 and $5,188,542, as of September 30, 2018 and December 31, 2017, respectively, with each such principal amount comprised of the initial principal of $5.0 million and the total deferred semi-annual interest. The Senior Secured Note and the Series S Warrants are freestanding financial instruments, as the Series S Warrants were immediately legally detachable from the Senior Secured Note and were immediately exercisable. The Series-S Warrants are equity classified in the unaudited condensed consolidated balance sheet. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants The $4,842,577 of cash proceeds, which were net of the Lender’s issue costs, have been allocated to the Senior Secured Note and the Series S Warrants based on their respective relative fair value, as discussed below, resulting in an allocation of $1,408,125 to the Senior Secured Note and $3,434,452 to the Series S Warrants, with the resulting difference of $3,591,875 between the Senior Secured Note initial principal amount and the allocated amount accounted for as debt discount, amortized as interest expense over the term of the Senior Secured Note. The Senior Secured Note remaining unamortized debt discount is $2,126,959 as of September 30, 2018 and $3,244,274 as of December 31, 2017. The Senior Secured Note total interest expense, which is comprised of the 15% interest expense and the amortization of the debt discount, of $707,714 and $1,708,322 in the three and nine months ended September 30, 2018, respectively, and $362,142 in the three and nine months ended September 30, 2017, included amortized debt discount of $505,848 and $1,117,315 in the three and nine months ended September 30, 2018, respectively, and $174,642 in the three and nine months ended September 30, 2017. At the discretion of the Company, the aggregate principal balance of the Senior Secured Note and any earned and unpaid interest may be repaid at any time without penalty or premium. Additionally, under the Senior Secured Note, if at the Company’s discretion, it sells its PortIO™ Product - i.e. the implantable intraosseous vascular access device - then the Senior Secured Note holders’ may require the Company to repay the then outstanding aggregate principal amount of the Senior Secured Note, in whole or in part, together with any accrued interest thereon, from the net cash proceeds of such PortIO™ Product sale, provided such principal and interest repayment is limited to the amount of the net cash proceeds from such PortIO™ Product sale. The Note and Security Purchase Agreement with Scopia contains various customary negative covenants of the Company including restrictions on the Company incurring any additional indebtedness or liens or declaring or paying any dividends, subject to certain exceptions provided for in the Note and Security Purchase Agreement with Scopia, while any amount under the Senior Secured Note remains outstanding. Additionally, the Note and Security Purchase Agreement with Scopia also contains certain affirmative covenants of the Company, including, among others: ● If the PortIO™ Product obtains initial FDA 510(k) clearance, then, commencing four months after such FDA 510(k) clearance, the Company will use its reasonable best efforts to attempt to sell the PortIO™ Product on commercially reasonable terms for an amount not less than $10.0 million. If the net cash proceeds are $10.0 million or greater from such PortIO™ product sale, and there are no continuing obligations imposed on the Company, which would constitute an undue burden on the Company, resulting from such PortIO™ Product sale transaction, then the Senior Secured Note holders may request the Company to repay the then aggregate remaining unpaid principal balance of the Senior Secured Note. Notwithstanding, as the FDA has indicated the PortIO™ Product will be reviewed for approval and clearance under a regulatory pathway other than a 510(k) clearance, such Note and Securities Purchase Agreement provision is not operative; ● As noted herein above, the Company’s CEO agreed to the payment of a reduced salary of $4,200 per month for the period July 1, 2017 through January 31, 2018, with such earned but unpaid salary to be paid to the CEO only upon the Senior Secured Note first being repaid-in-full. The earned but unpaid salary has been recognized as an accrued salary expense liability of $145,937 and $125,088 as of September 30, 2018 and December 31, 2017, respectively. Additionally, the Note and Security Purchase Agreement with Scopia provides, for so long as the Lender holds at least 50% of the aggregate remaining unpaid principal balance of the Senior Secured Note, the Lender shall have the ability to nominate one individual to the Company’s board of directors, provided the board of directors shall have the right to reject any such Lender nominee if it determines in good faith such Lender nominee is not reasonably acceptable. In this regard, on August 3, 2017, the Lender nominee was appointed to the Company’s board of directors. Payment of all amounts due and payable under the Senior Secured Note are guaranteed by the Company, and the obligations under the Senior Secured Note are secured by all of the assets of the Company pursuant to the terms of a Note and Guaranty Security Agreement. The Lender may transfer or assign all or any part of the Senior Secured Note to any person with the prior written consent of the Company, provided no consent shall be required from the Company for any transfer to an affiliate of the Lender, or upon the occurrence and during the continuance of an Event of Default, as defined in the Senior Secured Note. Notwithstanding, the Company obtained from Scopia a Waiver Letter regarding the Company’s compliance with both: the “subsidiary guaranty” provision of the Note and Guaranty Security Agreement with respect to the Company’s majority-owned subsidiary Lucid Diagnostics Inc.; and Case Western Reserve University (“CWRU”) having the right, in its sole discretion under the “EsoCheck™ License Agreement”, to require the Company to transfer to CWRU a percentage, varying up to 100%, of the shares of common stock of Lucid Diagnostics Inc. held by PAVmed Inc., if Lucid Diagnostics Inc. does not meet certain milestones listed in the EsoCheck™ License Agreement. See Note 7, Agreements Related to Acquired Intellectual Property Rights The Senior Secured Note had an estimated fair value of $5.1 million as of September 30, 2018 and $4.6 million as of December 31. 2017. The Senior Secured Note issue-date fair value of $4.1 million was estimated using a discounted cash flow analysis with a required rate of return of 25.5%, with such rate of return determined through a synthetic credit rating analysis involving a comparison of market yields on publicly-traded secured corporate debentures with characteristics similar to those of the Senior Secured Note. The Series S Warrants issue-date fair value of $10.0 million was estimated using a Black-Scholes valuation model using the following assumptions: Series S Warrants Issue Date Exercise price per share $ 0.01 Value of common stock $ 4.50 Expected term (years) 15.0 Volatility 48 % Risk free rate 2.4 % Dividend yield 0 % |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Preferred Stock | Note 13 — Preferred Stock The Company is authorized to issue 20 million shares of its preferred stock, par value of $0.001 per share, with such designation, rights, and preferences as may be determined from time-to-time by the Company’s board of directors. As of September 30, 2018, 1,048,288 shares of Series B Convertible Preferred Stock (classified in permanent equity) were issued and outstanding, as discussed below, and as of December 31, 2017, there were 249,667 shares of Series A Convertible Preferred Stock (classified in temporary equity), and 357,259 shares of Series A-1 Convertible Preferred Stock (classified in permanent equity), were each issued and outstanding. As discussed below, as of December 31, 2017, there were no shares of Series B Convertible Preferred Stock issued and outstanding, and as of September 30, 2018, there were no shares of Series A Convertible Preferred Stock nor Series A-1 Convertible Preferred Stock issued and outstanding. Previously, a total of 422,838 shares of Series A Convertible Preferred Stock and 422,838 Series A Warrants were issued in the “Series A Preferred Stock Units private placement” on the three separate close dates in the three months ended March 31, 2017; and, 125,000 shares of Series A-1 Convertible Preferred Stock and 125,000 Series A-1 Warrants were issued in the “Series A-1 Preferred Stock Units private placement” on the August 4, 2017 close date - as each such Preferred Stock Units private placement transaction is discussed herein below. On November 17, 2017, the “Series A Exchange Offer” was completed, wherein, 1.5 shares of Series A-1 Convertible Preferred Stock were issued-upon-exchange of one share of Series A Convertible Preferred Stock, and one Series A-1 Warrant was issued-upon-exchange of one Series A Warrant, with such exchanges referred to as the “Series A Exchange Offer” and the “November 17, 2017 Exchange Date”. The Series A Exchange Offer was offered to all 28 holders and accepted by 13 holders of the Series A Convertible Preferred Stock and Warrants. See Note 11, Financial Instruments Fair Value Measurements On the November 17, 2017 Exchange Date, a total of 232,259 shares of Series A-1 Convertible Preferred Stock were issued-upon-exchange of 154,837 shares of Series A Convertible Preferred Stock and a total of 154,837 Series A-1 Warrants were issued-upon-exchange of 154,837 Series A Warrants. Additionally, in November and December 2017, a total of 18,334 shares of Series A Convertible Preferred Stock were converted into a total of 22,093 shares of common stock of the Company. As of December 31, 2017, there were 249,667 shares of Series A Convertible Preferred Stock (classified in temporary equity), 357,259 shares of Series A-1 Convertible Preferred Stock (classified in permanent equity), 268,001 Series A Warrants, and 279,837 Series A-1 Warrants, each issued and outstanding. On March 15, 2018, the “Series A and Series A-1 Exchange Offer” was completed, wherein, with respect to Series A Convertible Preferred Stock and Series A Warrants, two shares of Series B Convertible Preferred Stock were issued-upon-exchange of one share of Series A Convertible Preferred Stock, and five Series Z Warrants were issued-upon-exchange of one Series A Warrant; and, additionally, with respect to Series A-1 Convertible Preferred Stock and Series A-1 Warrants, 1.33 shares of Series B Convertible Preferred Stock were issued-upon-exchange of one share of Series A-1 Convertible Preferred Stock, and five Series Z Warrants were issued-upon-exchange of one Series A-1 Warrant. Collectively, such exchanges are referred to as the “Series A and Series A-1 Exchange Offer” and the “March 15, 2018 Exchange Date”. The Series A and Series A-1 Exchange Offer was offered to and accepted by all holders of the Series A Convertible Preferred Stock and Warrants and the Series A-1 Convertible Preferred Stock and Warrants. See Note 11, Financial Instruments Fair Value Measurements On the March 15, 2018 Exchange Date: (i) a total of 975,568 shares of Series B Convertible Preferred Stock were issued-upon-exchange, including 499,334 shares of Series B Convertible Preferred Stock issued-upon-exchange of 249,667 shares of Series A Convertible Preferred Stock and 476,234 shares of Series B Convertible Preferred Stock issued-upon-exchange of 357,259 shares of Series A-1 Convertible Preferred Stock; and, (ii) a total of 2,739,190 Series Z Warrants were issued-upon-exchange, including 1,340,005 Series Z Warrants issued-upon-exchange of 268,001 Series A Warrants and 1,399,185 Series Z Warrants issued-upon-exchange of 279,837 Series A-1 Warrants. As a result of the Series A and Series A-1 Exchange Offer, as of the March 15, 2018 Exchange Date, there were no issued and outstanding shares of Series A Convertible Preferred Stock and Series A Warrants, nor shares of Series A-1 Convertible Preferred Stock and Series A-1 Warrants, as each were fully exchanged-upon-issue of shares of Series B Convertible Preferred Stock and Series Z Warrants, respectively. Additionally, each of the corresponding Series A Warrants derivative liability and the Series A Convertible Preferred Stock conversion option derivative liability were each fully extinguished-upon-exchange as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer. See Note 11, Financial Instruments Fair Value Measurements Series B Convertible Preferred Stock As discussed above, as of September 30, 2018, 1,048,288 shares of Series B Convertible Preferred Stock (classified in permanent equity) were issued and outstanding, including: 975,568 shares issued-upon-exchange in the March 15, 2018 Exchange Offer, as such exchange offer is discussed herein above, 33,325 shares of Series B Convertible Preferred Stock converted into a corresponding number of shares of common stock of the Company in July 2018, at the holders discretion, and 106,045 shares issued in settlement of the Series B Convertible Preferred Stock July 1, 2018 dividend payout, as discussed below. The Series B Convertible Preferred Stock has a par value of $0.001 per share, no voting rights, a stated value of $3.00 per share, and is immediately convertible upon its issuance. At the holders’ election, a share of Series B Convertible Preferred Stock is convertible into a number of shares of common stock of the Company at a common stock conversion exchange factor equal to a numerator of $3.00 and a denominator of $3.00, with each such numerator and denominator not subject to further adjustment, except for the effect of stock dividends, stock splits or similar events affecting the Company’s common stock. The Series B Convertible Preferred Stock shall not be redeemed for cash and under no circumstances shall the Company be required to net cash settle the Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock is equity-classified and the initial 975,568 shares issued-upon-exchange were measured at estimated fair value on the March 15, 2018 Exchange Date. See Note 11, Financial Instruments Fair Value Measurements The Series B Convertible Preferred Stock provides for dividends at a rate of 8% per annum based on the $3.00 per share stated value of the Series B Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s board of directors. The Series B Convertible Preferred Stock dividends from April 1, 2018 through October 1, 2021 are payable-in-kind (“PIK”) in additional shares of Series B Convertible Preferred Stock. The dividends may be settled after October 1, 2021, at the option of the Company, through any combination of the issuance of additional Series B Convertible Preferred Stock, shares of common stock, and /or cash payment. The Series B Convertible Preferred Stock dividends are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders as applicable for each of the periods presented. In August 2018, the Company’s board of directors declared a Series B Convertible Preferred Stock dividend payment dated July 1, 2018 of earned but unpaid dividends as of June 30, 2018 of $318,023, with such dividend payment settled by the issue of an additional 106,045 shares of Series B Convertible Preferred Stock in accordance with the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”). The Series B Convertible Preferred Stock dividend payment dated July 1, 2018 of earned but unpaid dividends as of June 30, 2018 of $318,023 was inclusive of $243,994 of total dividends related to the previously held and exchanged Series A and Series A-1 Convertible Preferred Stock, each earned through the March 15, 2018 Exchange Date, and, upon-exchange were transferred to the respective holders’ Series B Convertible Preferred Stock dividend balances. As of September 30, 2018, Series B Convertible Preferred Stock dividends of $64,897 were cumulatively earned, unpaid, accumulated, and in arrears, as the Company’s board of directors had not declared such dividends payable as of September 30, 2018, and, therefore, were not recognized as a dividend payable liability in the accompanying unaudited condensed consolidated balance sheet. Subsequently, in November 2018, the Company’s board of directors declared a Series B Convertible Preferred Stock dividend payment dated October 1, 2018 of earned but unpaid dividends as of September 30, 2018 of $64,897 to be settled by the issue of an additional 21,653 shares of Series B Convertible Preferred Stock in accordance with the Series B Convertible Preferred Stock Certificate of Designation. Series A Preferred Stock Units Private Placement On January 26, 2017, the Company entered into a Securities Purchase Agreement, wherein an aggregate of $3,000,000 of Series A Preferred Stock Units may be issued at a price of $6.00 per unit in a private placement transaction (“Series A Preferred Stock Units private placement”). At the Series A Preferred Stock Units private placement initial closing on January 26, 2017, and at subsequent closings on January 31, 2017 and March 8, 2017, a total of 422,838 Series A Preferred Stock Units were issued for aggregate gross proceeds of approximately $2.5 million and net proceeds of approximately $2.2 million, after payment of placement agent fees and closing costs. The Series A Preferred Stock Unit was comprised of one share of Series A Convertible Preferred Stock and one Series A Warrant. The Series A Convertible Preferred Stock and Series A Warrants were immediately separable upon their issuance, and became convertible and exercisable, respectively, on May 21, 2017 upon stockholder approval of the Series A Preferred Stock Units private placement, with such approval obtained in accordance with Nasdaq Stock Market Rule 5635(d). At the election of their respective holder, a share of Series A Convertible Preferred Stock was convertible into a number of shares of common stock of the Company at a prescribed common stock exchange factor, and, a Series A Warrant is exercisable for one share of common stock of the Company, or may be exchanged for four Series X Warrants, with each such Series X Warrant exercisable for one share of common stock of the Company. See Note 14, Stockholders Equity and Common Stock Purchase Warrants The Series A Warrant and the Series A Convertible Preferred Stock conversion option were each determined to be a derivative liability under FASB ASC 815, as discussed below. The issuance of the Series A Preferred Stock Units resulted in the recognition of a loss of $3,124,285, resulting from the aggregate initial fair value of each of the Series A Warrant and the Series A Convertible Preferred Stock conversion option derivative liability, being in excess of the gross proceeds of the Series A Preferred Stock Units private placement, with such excess amounting to $2,735,657, recognized as a current period expense, along with offering costs of $388,628, which were also recognized as a current period expense, as follows: Series A Preferred Stock Units Issue Dates (Aggregate) Series A Preferred Stock Units issuance gross proceeds $ 2,537,012 Less: Series A Warrants derivative liability initial fair value (4,050,706 ) Less: Series A Convertible Preferred Stock conversion option derivative liability initial fair value (1,221,963 ) Excess of initial fair value of derivative liabilities over gross proceeds (2,735,657 ) Offering costs of the issuance of the Series A Preferred Stock Units (388,628 ) Loss on issuance of Series A Preferred Stock Units $ (3,124,285 ) See Note 11, Financial Instruments Fair Value Measurements, for information with respect to the initial issue date estimated fair value of each of the Series A Warrants derivative liability and the Series A Convertible Preferred Stock conversion option derivative liability. Series A Convertible Preferred Stock As discussed above, as of December 31, 2017, there were 249,667 shares of Series A Convertible Preferred Stock issued and outstanding, and, as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, there were no issued and outstanding shares of Series A Convertible Preferred Stock, and the corresponding Series A Convertible Preferred Stock conversion option derivative liability was fully extinguished-upon-exchange for the Series B Convertible Preferred Stock. See above for further information regarding the Series B Convertible Preferred Stock issued-upon-exchange of the Series A Convertible Preferred Stock, and, see Note 11, Financial Instruments Fair Value Measurements The Series A Convertible Preferred Stock, classified in temporary equity in the unaudited condensed consolidated balance sheet, had a par value of $0.001 per share, no voting rights, a stated value of $6.00 per share, and became convertible on May 21, 2017 upon stockholder approval of the Series A Preferred Stock Units private placement, with such approval obtained in accordance with Nasdaq Stock Market Rule 5635(d). The Series A Convertible Preferred Stock has a carrying value of $0 resulting from the issuance date initial fair values of the Series A Warrant derivative liability and the Series A Convertible Preferred Stock conversion option derivative liability being in excess of the Series A Preferred Stock Units private placement issuance gross proceeds, with such excess recognized as a current period loss in the unaudited condensed consolidated statement of operations, as discussed above. At the holders’ election, a share of Series A Convertible Preferred Stock was convertible into a number of shares of common stock of the Company at a common stock conversion exchange factor equal to a (fixed) numerator of $6.00 and a denominator subject to further adjustment by a prescribed formula should any subsequent issuances by the Company of common stock, or securities convertible into common stock, be at a price lower than such denominator immediately prior to such new issuance. Previously, at issuance, the Series A Convertible Preferred Stock common stock conversion exchange factor denominator was initially $6.00, and was subsequently adjusted to $5.00 upon the issuance of the Series S Warrants on July 3, 2017, then to $4.99 upon the issuance of the Series A-1 Preferred Stock Units on August 4, 2017, and then to $4.97 upon the issuance of Series A-1 Convertible Preferred Stock and Series A-1 Warrants on the November 17, 2017 Exchange Date of the Series A Exchange Offer. Conversion of Series A Convertible Preferred Stock At the election of their respective holders, in November 2017, 8,334 shares of Series A Convertible Preferred Stock were converted into 10,021 shares of common stock of the Company, and in December 2017, 10,000 shares of Series A Convertible Preferred Stock were converted into 12,072 shares of common stock of the Company. The Series A Convertible Preferred Stock conversion option derivative liability fair value was adjusted as of each respective conversion date, with the resulting change in fair value recognized as other income or expense in the unaudited condensed consolidated statement of operations, and immediately thereafter, the corresponding Series A Convertible Preferred Stock conversion option derivative liability was derecognized, with a corresponding recognition of common stock par value and additional paid-in capital with respect to the resulting issue of shares of common stock of the Company, summarized as follows: Conversion Dates Aggregated Series A Convertible Preferred Stock Converted to Shares of Common Stock of the Company November and December 2017 Shares of Series A Convertible Preferred Stock converted to common stock of the Company 18,334 Shares of common stock issued upon conversion of Series A Convertible Preferred Stock 22,093 Fair Value - Series A Convertible Preferred Stock conversion option derivative liability derecognized $ 27,335 Common stock issued - par value $ 22 Common stock issued - additional paid-in capital $ 27,313 On each of the respective conversion dates, the Series A Convertible Preferred Stock conversion option derivative liability fair value was estimated using a Monte Carlo simulation valuation model using the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs to take into account the probabilities of certain events occurring over their respective life, including, assumptions regarding the estimated volatility in the value of the Company’s common stock price and the likelihood and timing of future dilutive transactions, as applicable. In August 2018, the Company’s board of directors declared a Series A Convertible Preferred Stock dividend payment dated July 1, 2018 of earned but unpaid dividends totaling $7,099 with respect to the shares of Series A Convertible Preferred Stock previously converted in November and December 2017, as discussed above. The Series A Convertible Preferred Stock dividends were settled with cash payments. See below for a further discussion of the Series A Convertible Preferred Stock dividends. Series A Convertible Preferred Stock The Series A Convertible Preferred Stock conversion option is accounted for as a bifurcated derivative liability under FASB ASC 815, as along with other provisions, the Series A Convertible Preferred Stock common stock exchange factor denominator, as discussed above, is subject to potential adjustment resulting from future financing transactions, under certain conditions. The Series A Convertible Preferred Stock conversion option derivative liability is classified as a current liability on the balance sheet, initially measured at fair value at the time of issuance, and subsequently remeasured at fair value at each reporting period, with changes in its fair value recognized as other income or expense in the statement of operations. Upon the occurrence of an event resulting in the Series A Convertible Preferred Stock conversion option derivative liability to be subsequently derecognized, its fair value will first be adjusted on such date, with the fair value adjustment recognized as other income or expense, and then such derivative liability will be derecognized. See Note 11, Financial Instruments Fair Value Measurements The Series A Convertible Preferred Stock provided for dividends at a rate of 8% per annum based on the $6.00 per share stated value of the Series A Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s board of directors. The Series A Convertible Preferred Stock dividends from April 1, 2017 through April 1, 2021 were payable-in-kind (“PIK”) in additional shares of Series A Convertible Preferred Stock. Upon the closing of the Series A and Series A-1 Exchange Offer on the March 15, 2018 Exchange Date, cumulative aggregate earned, unpaid, and undeclared Series A Convertible Preferred Stock dividends of $139,058 were transferred to the respective holders’ Series B Convertible Preferred Stock dividend balances, with such balance transferred inclusive of $26,487 earned for the period January 1, 2018 through the March 15, 2018 Exchange Date. In the prior year period, Series A Convertible Preferred Stock dividends of $52,299 and $130,010 for the three and nine months ended September 30, 2017, respectively, were earned and undeclared. The Series A Convertible Preferred Stock dividends for each respective period were earned, unpaid, accumulated, and in arrears, as the Company’s board of directors had not declared such dividends payable, and, therefore, such dividends are were recognized as a dividend payable liability in the unaudited condensed consolidated balance sheet until declared by the Company’s board of directors. Notwithstanding, the Series A Convertible Preferred Stock dividends earned and undeclared for the nine months ended September 30, 2018 and the three and nine months ended September 30, 2017, are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective period. In the event of a Deemed Liquidation Event, as defined in the Certificate of Designation of Preferences, Rights, and Limitations of the Series A Convertible Preferred Stock, the Series A Convertible Preferred Stock can become redeemable at the election of at least two-thirds of holders of the then number of issued and outstanding Series A Convertible Preferred Stock, if the Company fails to effect a dissolution of the Company under the Delaware General Corporation Law within ninety (90) days after such Deemed Liquidation Event. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company or a Deemed Liquidation Event, as defined, the holders of the Series A Convertible Preferred Stock then outstanding are entitled to be paid out the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of the common stock of the Company, an amount per share equal to the greater of (i) the stated value, plus any dividends accrued but unpaid, or (ii) such amount per share as would have been payable had all the shares of Series A Convertible Preferred Stock been converted into shares of common stock of the Company prior to such liquidation, dissolution, winding up, or Deemed Liquidation Event, as defined. As the Deemed Liquidation Event, as defined, is a contingent event, the Series A Convertible Preferred Stock is classified outside of stockholders’ equity in temporary (“mezzanine”) equity. Further, as the Series A Convertible Preferred Stock is not currently redeemable and redemption is not probable, as a Deemed Liquidation Event, as defined, has not occurred and is not probable, the Series A Convertible Preferred Stock will not be measured at fair value until such time as a redemption trigger occurs which causes redemption to be probable. Series A-1 Preferred Stock Units Private Placement On August 4, 2017, the Company entered into a Securities Purchase Agreement pursuant to which the Company may issue up to an aggregate of $600,000 (subject to increase) of Series A-1 Preferred Stock Units at a price of $4.00 per unit, in a private placement transaction (Series A-1 Preferred Stock Units private placement). On the August 4, 2017 closing date of the Series A-1 Preferred Stock Units private placement, a total of 125,000 Series A-1 Preferred Stock Units were issued for cash proceeds of $500,000 - the Company did not incur placement agent fees in connection with the Series A-1 Preferred Stock Units private placement. The Series A-1 Preferred Stock Unit was comprised of one share of Series A-1 Convertible Preferred Stock and one Series A-1 Warrant, and at their issuance were immediately separable, and each was immediately convertible and exercisable, respectively. At the election of their respective holder, a share of Series A-1 Convertible Preferred Stock was convertible into one share of common stock of the Company at a prescribed common stock exchange factor, and, a Series A-1 Warrant is exercisable for one share of common stock of the Company or may be exchanged for four Series X-1 Warrants or five Series W Warrants, with each such warrant exercisable for one share of common stock of the Company - each as more fully described herein below. On October 18, 2017, the Series A-1 Convertible Preferred Stock holders unanimously approved Amendment No. 1 to Series A-1 Preferred Stock Units private placement transaction documents (“Series A-1 Amendment No. 1), wherein, a Series A-1 Warrant may be exchanged for four Series X-1 Warrants or exchanged for five Series W Warrants. See herein below for a discussion of the expense recognized resulting from the Series A-1 Amendment No. 1 modification to provide for the additional exchange of one Series A-1 Warrant for five Series W Warrants. The Series X-1 Warrants replaced the previous election to exchange one Series A-1 Warrant for four Series X Warrants. The Series X-1 Warrants are substantively equivalent to the Series X Warrants with respect to material contractual terms and conditions, including the same $6.00 per share exercise price, and dates of exercisability and expiry. The Series X-1 Warrant also confirms such warrants are not subject to redemption, and under no circumstances will the Company be required to net cash settle the Series X-1 Warrants, for any reason, nor to pay any liquidated damages or other payments, resulting from a failure to satisfy any obligations under the Series X-1 Warrant, notwithstanding such provisions were applicable to the Series X Warrant through the operation of the Securities Purchase Agreement of the Series A-1 Preferred Stock Units private placement. Additionally, the Series A-1 Amendment No. 1 removed the requirement for the Company to file an initial registration statement within sixty days of the Series A-1 Close Date. Further, on December 29, 2017, the Series A-1 Convertible Preferred Stock holders unanimously approved Amendment No.2 to Series A-1 Preferred Stock Units private placement transaction documents (“Series A-1 Amendment No. 2), wherein, the due date for an effective registration statement was changed to 210 days from 150 days of the August 4, 2017 close date of the Series A-1 Preferred Stock Units private placement. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants The Series A-1 Preferred Stock Units private placement cash proceeds of $500,000 were allocated as $189,550 to the Series A-1 Convertible Preferred Stock and $310,450 to the Series A-1 Warrants, based on their respective relative fair value. The issue-date fair value of the Series A-1 Convertible Preferred Stock was estimated using a combination of the Series A-1 Convertible Preferred Stock’s present value of its cash flows using a required rate of return determined through a synthetic credit rating analysis and the Black-Scholes valuation model; and the fair value of the Series A-1 Warrants was estimated using a Black-Scholes valuation model and assuming the exchange of one Series A-1 Warrant for four Series X Warrants, using the following assumptions: Series A-1 Fair Value Assumptions - Issue Date Convertible Preferred Stock Series A-1 Warrants Allocated fair value $ 189,550 $ 310,450 Series A-1 Convertible Preferred Stock /Series A-1 Warrants 125,000 125,000 Value of common stock $ 2.98 2.98 Common stock conversion factor numerator $ 4.00 N/A Common stock conversion factor denominator $ 4.00 N/A Exercise price per share - Series X Warrants N/A $ 6.00 Required rate of return 27.0 % N/A Expected term (years) 6.74 6.74 Volatility 52 % 52 % Risk free rate 2.0 % 2.0 % Dividend yield 0 % 0 % Series A-1 Convertible Preferred Stock As discussed above, as of December 31, 2017, there were 357,259 shares of Series A-1 Convertible Preferred Stock issued and outstanding, and, as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, there were no issued and outstanding shares of Series A-1 Convertible Preferred Stock. See above for further information regarding the Series B Convertible Preferred Stock issued-upon-exchange of the Series A-1 Convertible Preferred Stock, and, see Note 11, Financial Instruments Fair Value Measurements The Series A-1 Convertible Preferred Stock was classified in permanent equity in the unaudited condensed consolidated balance sheet, had a par value of $0.001 per share, no voting rights, a stated value of $4.00 per share, and was immediately convertible upon its issuance. At the holders’ election, a share of Series A Convertible Preferred Stock was convertible into one share of common stock of the Company at a common stock conversion exchange factor equal to a (fixed) numerator of $4.00 and a denominator of $4.00, with such denominator not subject to further adjustment, except for the effect of stock dividends, stock splits or similar events affecting the Company’s common stock. The Series A-1 Convertible Preferred Stock was not be redeemed for cash and under no circumstances shall the Company be required to net cash settle the Series A-1 Convertible Preferred Stock. As discussed above, the Series A-1 Preferred Stock Units private placement cash proceeds allocated to the Series A-1 Convertible Preferred Stock of $189,550 resulted in an effective conversion price below the issue-date fair value of the underlying shares of common stock of the Company, resulting in a $182,500 beneficial conversion feature, which was accounted for as an implied discount on the Series A-1 Convertible Preferred Stock. The Series A-1 Convertible Preferred Stock does not have a stated redemption date and was immediately convertible upon issuance, resulting in the full accretion of the beneficial conversion feature as a deemed dividend paid to the Series A-1 Convertible Preferred Stock on the August 4, 2017 issue date, with such deemed dividend included as a component of net loss attributable to attributable to common stockholders. The Series A-1 Convertible Preferred Stock provided for dividends at a rate of 8% per annum on the $4.00 per share stated value of the Series A-1 Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s board of directors. The Series A-1 Convertible Preferred Stock dividends from October 1, 2017 through October 1, 2021 were payable-in-kind (“PIK”) in additional shares of Series A-1 Convertible Preferred Stock. Upon the closing of the Series A and Series A-1 Exchange Offer on the March 15, 2018 Exchange Date, cumulative aggregate earned, unpaid, and undeclared Series A-1 Convertible Preferred Stock dividends of $104,936 were transferred to the respective holders’ Series B Convertible Preferred Stock dividend balances, with such balance transferred inclusive of $25,148 earned for the period January 1, 2018 through the March 15, 2018 Exchange Date. In the prior year period, Series A-1 Convertible Preferred Stock dividends of $6,196 for the three and nine months ended September 30, 2017 were earned and undeclared. The Series A-1 Convertible Preferred Stock dividends for each respective period were earned, unpaid, accumulated, and in arrears, as the Company’s board of directors had not declared such dividends payable, and, therefore, such dividends were not recognized as a dividend payable liability in the unaudited condensed consolidated balance sheet until declared by the Company’s board of directors. Notwithstanding, the Series A-1 Convertible Preferred Stock dividends earned and undeclared for the nine months ended September 30, 2018, the three and nine months ended September 30, 2017, are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective period. |
Stockholders' Equity and Common
Stockholders' Equity and Common Stock Purchase Warrants | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity and Common Stock Purchase Warrants | Note 14 — Stockholders’ Equity and Common Stock Purchase Warrants Common Stock The Company was authorized to issue up to 50.0 million shares of common stock as of September 30, 2018, and, upon stockholder approval, up to 75.0 million shares of common stock as of October 1, 2018, with a par value of $0.001 per share. As of September 30, 2018 and December 31, 2017, there were 26,542,979 and 14,551,234 shares of common stock issued and outstanding, respectively, summarized as follows: Shares of Common Stock Issued and outstanding as of December 31, 2017 14,551,234 Issue - equity subscription rights offering 9,000,000 Issue - underwritten public offering 2,649,818 Exercises of Series W Warrants 34,345 Exercises of Series S Warrants 274,257 Conversion of Series B Convertible Preferred Stock 33,325 Issued and outstanding as of September 30, 2018 26,542,979 Issued and outstanding as of December 31, 2016 13,330,811 Exercises of Series W Warrants 12,250 Exercises of Series S Warrants 1,186,080 Conversion of Series A Convertible Preferred Stock 22,093 Issued and outstanding as of December 31, 2017 14,551,234 ● The Company completed an equity subscription rights offering on the June 7, 2018 expiration date of the equity subscription period, with such transaction having a June 12, 2018 close date - referred to herein as the “June 12, 2018 Equity Subscription Rights Offering” - and was completed under a registration statement on Form S-1 (File No. 333-222581), declared effective by the SEC on May 23, 2018. The June 12, 2018 Equity Subscription Rights Offering involved the Company distributing one non-transferable equity subscription for each of the 17,509,654 issued and outstanding shares of common stock of the Company, as of the record date of May 21, 2018, subject-to the acceptance by the Company of a maximum of 9,000,000 fully-paid equity subscriptions tendered as of the June 7, 2018 expiration date of the equity subscription period. The equity subscription provided for the purchase of a common stock unit at a $1.15 per unit, with each such unit comprised of one share of common stock of the Company and one Series Z Warrant, and immediately separated upon issue into its underlying components. The June 12, 2018 Equity Subscription Rights Offering resulted in approximately $10.4 million of gross cash proceeds, before approximately $1.0 million of commissions and fees to the dealer-managers, and approximately $0.2 million of offering costs incurred by the Company, upon the issue on June 12, 2018 of 9.0 million common stock units, comprised of one share of common stock of the Company and one Series Z Warrant, as noted above. The June 12, 2018 proceeds after the dealer-manager commissions and fees and the Company incurred offering costs were allocated based on relative fair value of approximately $7.1 to the shares of common stock par value and additional paid-in capital and approximately $2.1 million to additional paid-in capital with respect to the Series Z Warrants. ● In January 2018, the Company conducted an underwritten public offering resulting in the issue of a total of 2,649,818 shares of common stock of the Company pursuant to its previously filed and effective shelf registration statement on SEC Form S-3 (File No. 333-220549), declared effective October 6, 2017, along with a corresponding prospectus supplement dated January 19, 2018. On January 19, 2018, the Company entered into an underwriting agreement with Dawson James Securities, Inc., as sole underwriter, under which the company agreed to issue to the underwriter at $1.80 per share, 2,415,278 shares of common stock on a firm commitment basis and up to an additional 362,292 shares solely to cover underwriter over-allotments, if any, at the option of the underwriter, exercisable within 45 calendar days from January 19, 2018. The Company issued the 2,415,278 shares on January 23, 2018, and on January 25, 2018, issued 234,540 shares of common stock, under the underwriter’s over-allotment, resulting in cash proceeds, net of the underwriter’s discount of $4,388,099, before offering costs of $113,438. ● On February 8, 2018, the Company issued at total 34,345 shares of common stock from the exercise of a corresponding number of Series W Warrants, at temporary exercise price of $2.00 per share, resulting in $68,690 of cash proceeds, before offering costs of $50,520. See herein below for a discussion of the “Series W Warrants Offer-to-Exercise”. ● In March 2018, 274,257 shares of common stock of the Company were issued, resulting from a corresponding number of Series S Warrants exercised for $2,743 of cash proceeds. ● In July 2018, 33,325 shares of common stock of the Company were issued upon the conversion of a corresponding number of shares of Series B Convertible Preferred Stock. ● In October 2017, 532,000 shares of common stock of the Company were issued, resulting from a corresponding number of Series S Warrants exercised for $5,320 of cash proceeds; in November 2017, 122,080 shares of common stock of the Company were issued, resulting from the cashless exercise of 122,360 Series S Warrants; and, in November 2017, 532,000 shares of common stock of the Company were issued, resulting from a corresponding number of Series S Warrants exercised for $5,320 of cash proceeds. ● In March and September 2017, 400 shares and 11,850 shares of common stock of the Company were issued, resulting from a corresponding number of Series W Warrants exercised for $2,000 and $59,250 of cash proceeds, respectively. ● In November and December 2017, 10,021 and 12,072 shares of common stock of the Company were issued upon the conversion of 8,334 and 10,000 shares of Series A Convertible Preferred Stock, respectively. Common Stock Purchase Warrants The following table summarizes outstanding warrants to purchase common stock of the Company at the dates indicated: Common Stock Purchase Warrants Issued and Outstanding at September 30, 2018 Weighted Average Exercise Price /Share December 31, 2017 Weighted Average Exercise Price Expiration Date Equity classified warrants Series Z Warrants 16,815,039 $ 1.60 — $ — April 2024 UPO - Series Z Warrants 53,000 $ 1.60 — $ — January 2022 Series W Warrants 381,818 $ 5.00 10,567,845 $ 5.00 January 2022 UPO - Series W Warrants — $ — 53,000 $ 5.00 January 2022 Series S Warrants 1,199,383 $ 0.01 1,473,640 $ 0.01 June 2032 Series A-1 Warrants — $ — 279,837 $ 6.67 April 2024 Liability classified warrants Series A Warrants — $ — 268,001 $ 6.61 April 2024 Total 18,449,240 $ 1.57 12,642,323 $ 4.49 Series Z Warrants There were 16,815,039 Series Z Warrants issued and outstanding as of September 30, 2018, including: the initial issue of 2,739,190 Series Z Warrants on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, as such exchange offer is discussed above; the issue of 5,075,849 Series Z Warrants on the April 5, 2018 Exchange Date of the “Series W Warrants Exchange Offer”, as such exchange offer is discussed below; and the issue of 9,000,000 Series Z Warrants on the June 12, 2018 close date of the Equity Subscription Rights Offering, as such offering is discussed above. Upon issue, a Series Z Warrant is exercisable to purchase one share of common stock of the Company at an exercise price of $1.60 per share, effective June 1, 2018. The Series Z Warrant exercise price was initially $3.00 per share through May 31, 2018, and then $1.60 per share effective June 1, 2018, wherein, on May 15, 2018, the Company’s board of directors approved a reduction to the Series Z Warrant exercise price to $1.60 per share, effective June 1, 2018, upon completion of the period-of-notice to the then-current Series Z Warrant holders. See herein below for further information with respect to the modification expense recognized in connection with the Series Z Warrant exercise price adjustment. The Series Z Warrant $1.60 exercise price is not subject-to further adjustment, unless by action of the PAVmed Inc board of directors, or the effect of stock dividends, stock splits or similar events affecting the common stock of the Company. Under no circumstances will the Company be required to net cash settle the Series Z Warrants, nor to pay any liquidated damages in lieu of delivery of shares of common stock of the Company resulting from a failure to satisfy any obligations under the Series Z Warrant, and, the Series Z Warrants expire after the close of business on April 30, 2024, if not earlier redeemed by the Company, as discussed below. Commencing on May 1, 2019, the Company may redeem the outstanding Series Z Warrants, at the Company’s option, in whole or in part, at a price of $0.01 per Series Z Warrant at any time while the Series Z Warrants are exercisable, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the volume weighted average closing price of the common stock of the Company equals or exceeds $9.00 (subject to adjustment) for any 20 out of 30 consecutive trading days ending three business days before the Company issues its notice of redemption, and provided the average daily trading volume in the common stock of the Company during such 30-day period is at least 20,000 shares per day; and if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such Series Z Warrants. As noted above, on April 5, 2018, a total of 5,075,849 Series Z Warrants were issued-upon-exchange of 10,151,682 Series W Warrants, referred to as the “Series W Warrants Exchange Offer” and the “April 5, 2018 Exchange Date”. In this regard, pursuant to an offer-to-exchange letter dated February 20, 2018, as included in a Tender Offer Statement on Schedule TO filed with the SEC on February 20, 2018, wherein, the Company offered to issue one Series Z Warrant in exchange for two Series W Warrants. Such Series W Warrants Exchange Offer commenced on February 20, 2018 and had April 2, 2018 expiration date. The Series W Warrants Offer-to-Exchange was completed after expiration of the guaranteed delivery period on April 5, 2018. The Series Z Warrant exercise price adjustment to $1.60 per share from $3.00 per share, as discussed above, resulted in the recognition of a modification expense on the June 1, 2018 effective date of the Series Z Warrant exercise price adjustment, under the analogous guidance with respect to stock option modification under FASB ASC Topic 718, Stock-Based Compensation Fair Value Assumptions - June 1, 2018 Immediately After Immediately Before Series Z Warrant Exercise Price Adjustment Modification Modification Calculated aggregate estimated fair value $ 3,477,692 $ 2,336,697 Series Z Warrants - issued and outstanding - June 1, 2018 7,815,039 7,815,039 Value of common stock per share $ 1.00 $ 1.00 Exercise price per share - Series Z Warrant $ 1.60 $ 3.00 Expected term - years 5.9 5.9 Volatility 58 % 58 % Risk free interest rate 2.8 % 2.8 % Dividend yield 0 % 0 % Additionally, the Series Z Warrants issued in both the Series A and Series A-1 Exchange Offer on March 15, 2018 and the Series W Warrants Exchange Offer on April 5, 2018, as each exchange offer is discussed above, were issued under the (original) “Series Z Warrant Agreement”. The Company’s board of directors approved Amendment No. 1 to the original Series Z Warrant Agreement, resulting in the “Amended and Restated Series Z Warrant Agreement”, dated June 8, 2018, referred to as the Amended Series Z Warrant Agreement. The principal provisions of the Series Z Warrant Agreement Amendment No. 1, include among other items: to provide for a “late delivery fee” for shares issued outside of the “standard delivery period”, including delivery of shares upon Series Z Warrant exercise for open market or other purchase transactions - i.e. “buy-in fee”, with each such payment, if any, in addition to and not in lieu of delivery of shares, and, to provide for a standard provision (“plain vanilla”) in the event the Company engages in a “Fundamental Transaction”, as defined, wherein the Series Z Warrant may participate pari passu with common stockholders in the consideration paid by an acquiror for the Company’s shares, with such payment, if any, made by the acquiring entity and not paid by the Company as issuer. The Series Z Warrant Agreement Amendment No. 1, was evaluated under the analogous guidance with respect to stock option modification under FASB ASC 718, as discussed above, but did not result in the recognition of a modification expense as there was no incremental increase in the estimated fair value as described above. Series W Warrants There were 381,818 and 10,567,845 Series W Warrants issued and outstanding as of September 30, 2018 and December 31, 2017, respectively. The Series W Warrants have an exercise price of $5.00 per share, with such exercise price not subject to further adjustment, except in the event of stock dividends, stock splits or similar events affecting the common stock of the Company, and became exercisable on October 28, 2016 and expire on January 29, 2022, or earlier upon redemption by the Company, as discussed below. Under no circumstances will the Company be required to net cash settle the Series W Warrants, nor to pay any liquidated damages resulting from a failure to satisfy any obligations under the Series W Warrant. Previously, a total of 1,060,000 Series W Warrants were issued on the April 28, 2016 closing date of the Company’s IPO, and on the same April 28, 2016 IPO closing date, there were 9,560,295 remaining unexercised warrants previously issued in private placements before the IPO, with such warrants automatically converted into identical Series W Warrants issued in the IPO, and are therefore aggregated with the Series W Warrants issued in the IPO, and together are collectively referred to as “Series W Warrants”. The Series W Warrant Exchange Offer, as discussed above, resulted in the recognition of a modification expense on the April 5, 2018 Exchange Date, under the analogous guidance with respect to stock option modification under FASB ASC 718, as described above with respect to the “Series Z Warrant June 1, 2018 exercise price adjustment”. In this regard, the Series W Warrants exchanged-upon-issue of the Series Z Warrants resulted in the recognition of a current period modification expense of $766,456 included in other income (expense) in the unaudited condensed consolidated statement of operations, with a corresponding increase to additional paid-in capital, resulting from the incremental estimated fair value of the consideration given of $3,304,377 of the 5,075,849 Series Z Warrants issued-upon-exchange as compared of the $2,537,921 estimated fair value of the 10,151,682 Series W Warrants extinguished-upon-exchange. The April 5, 2018 Exchange Date estimated fair values of each of the Series Z Warrants and Series W Warrants noted above, were each computed using the Black-Scholes option pricing model, using the following assumptions: Fair Value Assumptions Series Z Series W April 5, 2018 Exchange Date Warrants Warrants Calculated aggregate estimated fair value $ 3,304,377 $ 2,537,921 Series Z Warrants issued-upon-exchange 5,075,849 — Series W Warrants extinguished-upon-exchange 10,151,682 Value of common stock $ 1.66 $ 1.66 Exercise price per share $ 3.00 $ 5.00 Expected term (years) 2.7 3.8 Volatility 55 % 55 % Risk free rate 2.7 % 2.5 % Dividend yield 0 % 0 % On January 11, 2018, the Company filed with the SEC a Tender Offer Statement on Schedule TO offering Series W Warrants holders a temporary exercise price of $2.00 per share, with such offer having an expiry of February 8, 2018, referred to as the “Series W Warrants Offer-to-Exercise”. As of the February 8, 2018 expiry date, a total of 34,345 Series W Warrants were exercised at the temporary exercise of $2.00 per share, resulting in $68,690 of cash proceeds, before offering costs of $50,520. In March 2017 and September 2017, 400 and 11,850 Series W Warrants were exercised for cash proceeds of $2,000 and $59,250, respectively, resulting in the issuances of a corresponding number of shares of common stock of the Company. Commencing April 28, 2017, the Company may redeem the outstanding Series W Warrants (other than those outstanding prior to the IPO held by the Company’s management, founders, and members thereof, but including the warrants held by the initial investors), at the Company’s option, in whole or in part, at a price of $0.01 per warrant: at any time while the warrants are exercisable; upon a minimum of 30 days’ prior written notice of redemption; if, and only if, the volume weighted average price of the Company’s common stock equals or exceeds $10.00 (subject-to adjustment) for any 20 consecutive trading days ending three business days before the Company issues its notice of redemption, and provided the average daily trading volume in the stock is at least 20,000 shares per day; and, if, and only if, there is a current registration statement in effect with respect to the shares of common stock of the Company underlying such warrants. The right to exercise will be forfeited unless the IPO Warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of an IPO Warrant will have no further rights except to receive the redemption price for such holder’s IPO Warrant upon surrender of such warrant. Series S Warrants Previously, under the Note and Security Purchase Agreement with Scopia, the Company issued a total of 2,660,000 Series S Warrants to Scopia and its designees, which were immediately exercisable upon issuance and each may be exercised for one share of common stock of the Company at an exercise price of $0.01 per share, with such exercise price not subject to further adjustment, except for the effect of stock dividends, stock splits or similar events affecting the common stock of the Company, and may be exercised for cash or on a cashless basis. Under no circumstances will the Company be required to net cash settle the Series S Warrants, nor to pay any liquidated damages resulting from a failure to satisfy any obligations under the Series S Warrant. Any Series S Warrants outstanding on the June 30, 2032 expiration date will be automatically exercised on a cashless basis. There were 1,199,383 and 1,473,640 Series S Warrants issued and outstanding as of September 30, 2018 and December 31, 2017, respectively. In March 2018, a total of 274,257 Series S Warrants exercised for $2,743 of cash proceeds, resulting in the issue of a corresponding number of a shares of common stock of the Company. In each of October 2017 and November 2017, 532,000 (or a total of 1,064,000) Series S Warrants were exercised for total cash proceeds of $10,640, resulting in the issuance of a corresponding number of shares of common stock of the Company, and in November 2017, a total of 122,360 Series S Warrants were exercised on a cashless basis, resulting in the issuance of a total of 122,080 shares of common stock of the Company. The Senior Secured Note and the Series S Warrants are freestanding financial instruments, as the Series S Warrants were immediately legally detachable from the Senior Secured Note and were immediately exercisable. Under no circumstances will the Company be required to net cash settle the Series S Warrants, nor to pay any liquidated damages resulting from a failure to satisfy any obligations under the Series S Warrant. The Series-S Warrants are classified as equity in the unaudited condensed consolidated balance sheet. The Senior Secured Note net cash proceeds were allocated to the Senior Secured Note and the Series S Warrants based on their respective relative fair value, resulting in an allocation of $1,408,125 to the Senior Secured Note and $3,434,452 to the Series S-Warrants. See Note 12, Note and Securities Purchase Agreement, Senior Secured Note, and Series S Warrants Series A-1 Warrants As of September 30, 2018 and December 31, 2017, there were zero and 279,837 Series A-1 Warrants issued and outstanding, respectively. Previously, the initial issue of 125,000 Series A-1 Warrants occurred in connection with the close of the “Series A-1 Preferred Stock Units private placement” on August 4, 2018, as discussed above. The November 17, 2017 Series A Exchange Offer resulted in 154,837 Series A-1 Warrants issued-upon-exchange of 154,837 Series A Warrants. As of December 31, 2017, there were 279,837 Series A-1 Warrants issued and outstanding. The Series A and Series A-1 Exchange Offer resulted in the 279,837 Series A-1 Warrants being exchanged-upon-issue of 1,399,185 Series Z Warrants. Accordingly, as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, there we no Series A-1 Warrants issued and outstanding. See above for further information regarding the Series Z Warrant. See Note 11, Financial Instruments Fair Value Measurements The Series A-1 Warrants were immediately exercisable upon issuance and expire after the close of business on April 30, 2024, and each may be exercised for one share of common stock of the Company at an exercise price of $6.67 per share, with such exercise price not subject to further adjustment, except for the effect of stock dividends, stock splits or similar events affecting the common stock of the Company. Additionally, through April 30, 2024, each Series A-1 Warrant, at the option of the holder, may be exchanged into either five Series W Warrants of four Series X-1 Warrants. The Series W Warrants or Series X-1 Warrants issued upon the exchange of a Series A-1 Warrant are discussed below. No Series A-1 Warrants had been exchanged for Series W Warrants nor Series X-1 Warrants as of the Series A and Series A-1 Exchange Offer March 15, 2018 Exchange Date and December 31, 2017. The Series A-1 Warrants were not subject to redemption, and under no circumstances will the Company be required to net cash settle the Series A-1 Warrants. The Series A-1 Warrants have been accounted for as equity-classified warrants, with an issue-date allocated fair value of $310,450, as discussed above. During the time the Series A-1 Warrants are outstanding, the holders will be entitled to participate in dividends or other distributions on a pro rata basis based upon the equivalent number of common shares that would have been outstanding had the warrants been fully exercised. As discussed in Note 13, Preferred Stock The Series A-1 Warrant Agreement Amendment No.1, as discussed in Note 13, Preferred Stock Series A-1 Amendment No. 1 Series A-1 Warrants Modification Fair Value - October 18, 2017 Fair Value Assumptions - October 18, 2017 Immediately After Immediately Before Series A-1 Warrant Agreement - Amendment No. 1 Modification Modification Calculated aggregate estimated fair value $ 1,531,000 $ 1,309,000 Series A-1 Warrants - issued and outstanding - October 18, 2017 125,000 125,000 Value of common stock per share $ 5.40 $ 5.40 Exercise price per share - Series W Warrant $ 5.00 $ — Exercise price per share - Series X Warrant $ — $ 6.00 Expected term - years 4.3 6.5 Volatility 55 % 52 % Risk free interest rate 1.9 % 2.1 % Dividend yield 0 % 0 % Series A Warrants As of September 30, 2018 and December 31, 2017, there were zero and 268,001 Series A Warrants issued and outstanding, respectively. Previously, a total of 422,838 Series A Warrants were issued in the Series A Preferred Stock private placement in the three months ended March 31, 2017, as discussed herein above. The November 17, 2017 Series A Exchange Offer resulted in 154,837 Series A Warrants exchanged-upon-issue of 154,837 Series A-1 Warrants. As of December 31, 2017, there were 268,001 Series A Warrants issued and outstanding. The Series A and Series A-1 Exchange Offer resulted in 268,001 Series A Warrants being exchanged-upon-issue of 1,340,005 Series Z Warrants. Accordingly, as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, there were no Series A Warrants issued and outstanding. See above for further information regarding the Series Z Warrant. See Note 11, Financial Instruments Fair Value Measurements The Series A Warrants became exercisable on May 21, 2017 upon stockholder approval of the Series A Preferred Stock Units private placement, with such approval obtained in accordance with Nasdaq Stock Market Rule 5635(d) and expire after the close of business on April 30, 2024. The Series A Warrants are not subject to redemption. The Series A Warrants were exercisable for one share of common stock of the Company at an exercise price of $6.61 per share, subject-to adjustment. In this regard, the Series A Warrant exercise price, initially $8.00 per share, was subject to further reduction by a prescribed formula on a weighted average basis in the event the Company issues common stock, options, or convertible securities at a price lower than the exercise price of Series A Warrants immediately prior to such securities issuance. Additionally, through April 30, 2024, each Series A Warrant, at the election of the holder, could be exchanged for four Series X Warrants, with such warrants exercisable for one share of common stock of the Company at $6.00 per share, with such exercise price not subject to further adjustment, except in the event of stock dividends, stock splits or similar events affecting the common stock of the Company. The Series X Warrants were exercisable commencing on the first trading day following October 31, 2018 and would have expired April 30, 2024. The Series A Warrants are accounted for as a derivative liability under FASB ASC 815, as, along with other provisions, the conversion price is subject to potential adjustment resulting from future financing transactions, under certain conditions. The Series A Warrant was classified as a current liability in the unaudited condensed consolidated balance sheet, initially measured at its issue-date fair value, with such fair value subsequently remeasured at each reporting period, with the resulting fair value adjustment recognized as other income or expense in the unaudited condensed consolidated statement of operations. See Note 11, Financial Instruments Fair Value Measurements Unit Purchase Options Previously, on the April 28, 2016 closing date of the Company’s IPO, a total of 53,000 unit purchase options were issued to the IPO selling agents, with each such unit purchase option issued on April 28, 2016 referred to as a “UPO-W”. The UPO-W, with an exercise price of $5.50 per unit, could have been exercised to purchase the same unit issued in the Company’s IPO, with such unit comprised of one share of common stock of the Company and one Series W Warrant to purchase one share of common stock of the Company at an exercise price of $5.00 per share, along with the other provisions of the Series W Warrant as discussed above. The UPO-W had a January 29, 2021 expiration date. The issue of the UPO-W to the IPO selling agents was recognized as an offering cost of the Company’s IPO, with an estimated fair value of $105,100, determined using a Black-Scholes option pricing model with the following assumptions: fair value of the underlying unit of $5.00, expected volatility of 50%, risk free rate of 1.28%, remaining contractual term of 4.6 years, and a dividend yield of 0%. On August 22, 2018, the “UPO Exchange Offer” was completed, wherein, 53,000 “UPO-Z” were issued-upon-exchange of all the previously issued and outstanding 53,000 UPO-W. The UPO-Z, with an exercise price of $5.50 per unit, may be exercised to purchase a unit comprised of one share of common stock of the Company and one Series Z Warrant to purchase one share of common stock of the Company at an exercise price of $1.60 per share, along with the other provisions of the Series Z Warrant as discussed above. The UPO-Z has a January 29, 2021 expiration date. The UPO Exchange Offer resulted in the recognition of a modification expense under the analogous guidance with respect to stock option modification under FASB ASC 718, as described above with respect to the “June 1, 2018 Series Z Warrant exercise price adjustment”. In this regard, the UPO-Z issued-upon-exchange of the UPO-W resulted in the recognition of a modification expense of $2,120 included in other income (expense) in the unaudited condensed consolidated statement of operations, with a corresponding increase to additional paid-in capital in the unaudited condensed consolidated balance sheet, resulting from the incremental estimated fair value of the consideration given of $3,180 of the 53,000 UPO-Z issued-upon-exchange as compared to the estimated fair value of $1,060 of the 53,000 UPO-W extinguished-upon-exchange. The August 22, 2018 estimated fair values of each of the UPO-Z and UPO-W were each computed using the Black-Scholes option pricing model, using the following assumptions: Fair Value Assumptions August 22, 2018 UPO Exchange Offer Exchange Date UPO-Z UPO-W Calculated aggregate estimated fair value $ 3,180 $ 1,060 UPO-Z issued-upon-exchange /UPO-W extinguished-upon-exchange 53,000 53,000 Value of common stock $ 1.38 $ 1.38 Value of Series Z Warrant /Series W Warrants $ 0.53 $ 0.05 Exercise price per unit - UPO-Z /UPO-W $ 5.50 $ 5.50 Expected term (years) 2.4 2.4 Volatility 42 % 42 % Risk free rate 2.6 % 2.6 % Dividend yield 0 % 0 % Registration Statement - Form S-3 - File No. 333-227718 The Company has filed with the SEC an effective registration statement on Form S-3 (File No. 333-227718), declared effective on October 17, 2018, which registers for resale (i) the 257,776 shares of common stock of the Company underlying the Series W Warrants privately issued prior to the Company’s IPO, (ii) the 4,638,818 shares of common stock of the Company underlying the Series Z Warrants privately issued prior to the Company’s IPO, (iii) the 53,000 shares of common stock of the Company underlying the UPOs issued to the selling agent and its designees in connection with the Company’s IPO, the 53,000 Series Z Warrants underlying the UPOs and the 53,000 shares of common stock of the Company issuable upon exercise of the Series Z Warrants underlying the UPOs, (iv) the 2,739,190 shares of common stock of the Company underlying the Series Z Warrants privately issued-upon-exchange of each of the Series A Warrants and Series A-1 Warrants, and (v) the 2,659,720 shares of common stock of the Company issued or issuable upon exercise of the Series S Warrants. The registration statement also registers the initial issuance by the Company of 124,042 shares of common stock of the Company upon exercise of publicly held Series W Warrants and 437,031 shares of common stock of the Company upon exercise of publicly held Series Z Warrants, as well as all of the shares of common stock of the Company underlying the Series W Warrants and Series Z Warrants listed in clauses (i) to (iv) of the preceding sentence to the extent such Series W Warrants and Series Z Warrants are publicly transferred prior to their exercise. Noncontrolling Interest The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity for the periods indicated is as follows: Three Nine Months Ended Months Ended September 30, September 30, 2018 2018 NCI - equity (deficit) - beginning of period $ (72,054 ) $ — Investment in majority-owned subsidiary — 1,812 Payment of share Subscription Receivable 943 — Net loss attributable to NCI (32,431 ) (113,631 ) Increase in additional paid-in capital of Lucid Diagnostics Inc. resulting from stock-based compensation recognized under the Lucid Diagnostics Inc 2018 Equity Plan 12,973 21,250 NCI - equity (deficit) - end of period $ (90,569 ) $ (90,569 ) The noncontrolling interest presented above is with respect to Lucid Diagnostics Inc., a majority-owned subsidiary of the Company - i.e. PAVmed Inc. Lucid Diagnostics Inc. was incorporated in the State of Delaware on May 8, 2018, and on May 12, 2018, under a share Subscription Agreement between Lucid Diagnostics Inc. and each of the respective common stock purchasers, Lucid Diagnostics Inc. issued a total of 10 million shares of its common stock for a purchase price of $0.001 per share, including: the issue of 8,187,499 shares to PAVmed Inc.; the issue of 943,464 shares to Case Western Reserve University (“CWRU”); and, the issue of 289,679 shares to each of the three individual physician inventors of the “EsoCheck™ Technology”. As of September 30, 2018, Lucid Diagnostics Inc. has received payment-in-full of each of the respective purchasers’ share Subscription Agreement, including from CWRU in the three months ended September 30, 2018. See Not |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 15 —Loss Per Share The following table sets forth each of: “Net loss per share - attributable to PAVmed Inc. - basic and diluted” and “Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted” - for the respective periods indicated, as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Numerator Net loss - as reported, before noncontrolling interest $ (3,278,658 ) $ (5,129,318 ) $ (11,250,567 ) $ (10,389,113 ) Net loss attributable to noncontrolling interest 32,431 — 113,631 — Net loss - as reported, attributable to PAVmed Inc. (3,246,227 ) (5,129,318 ) (11,136,936 ) (10,389,113 ) Convertible Preferred Stock dividends(1): Series B (64,897 ) — (138,926 ) — Series A-1 — (6,196 ) (25,148 ) (6,196 ) Series A — (52,299 ) (26,487 ) (130,010 ) Series A and Series A-1 Exchange Offer - March 15, 2018 - deemed dividend - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A Convertible Preferred Stock — — (726,531 ) — Series A and Series A-1 Exchange Offer - March 15, 2018 - increase to additional paid-in capital - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A-1 Convertible Preferred Stock — — 199,241 — Deemed dividend Series A-1 Convertible Preferred Stock — (182,500 ) — (182,500 ) Net loss attributable to PAVmed Inc. common stockholders $ (3,311,124 ) $ (5,370,313 ) $ (11,854,787 ) $ (10,707,819 ) Denominator Weighted-average common shares outstanding basic and diluted(2) 26,538,632 13,332,629 20,827,519 13,331,585 Loss per share(3) Basic and diluted - Net loss - as reported, attributable to PAVmed Inc. $ (0.12 ) $ (0.38 ) $ (0.53 ) $ (0.78 ) - Net loss attributable to PAVmed Inc. common stockholders $ (0.12 ) $ (0.40 ) $ (0.57 ) $ (0.80 ) The following common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would be anti-dilutive: September 30, 2018 2017 Stock Options 3,277,140 1,921,924 Unit purchase options - “UPO-Z” /”UPO-W” - as to shares of common stock (4) 53,000 53,000 Unit purchase options - “UPO-Z” - as to shares underlying Series Z Warrants (4) 53,000 — Unit purchase options - “UPO-W” - as to shares underlying Series W Warrants (4) — 53,000 Series Z Warrants (5) 16,815,039 — Series W Warrants (5) 381,818 10,567,845 Series S Warrants (6) 1,199,383 2,660,000 Series B Convertible Preferred Stock (7) 1,048,288 — Series A-1 Convertible Preferred Stock (8) — 125,000 Series A-1 Warrants (8) — 125,000 Series A Convertible Preferred Stock (9) — 422,838 Series A Warrants (9) — 422,838 Total 22,827,668 16,351,445 (1) The convertible preferred stock dividends are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective periods presented, including: for the current year period - with respect to the Series B Convertible Preferred Stock, from March 16, 2018 to September 30, 2018, and with respect to each of the Series A-1 and Series A Convertible Preferred Stock, from January 1, 2018 to March 15, 2018; and, for the prior year period - with respect to the Series A Convertible Preferred Stock, from each of the respective Series A Preferred Stock Units private placement close dates from January 26, 2017, January 31, 2017, and March 8, 2018 to September 30, 2017; and, with respect to the Series A-1 Convertible Preferred Stock, from the Series A-1 Preferred Stock Units private placement close date from August 4, 2017 to September 30, 2017. In August 2018, the Company’s board of directors declared a Series B Convertible Preferred Stock dividend payment dated July 1, 2018 of earned but unpaid dividends as of June 30, 2018 of $318,023, with such dividend payment settled by the issue of an additional 106,045 shares of Series B Convertible Preferred Stock in accordance with the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”). As of September 30, 2018, Series B Convertible Preferred Stock dividends of $64,897 were cumulatively earned, unpaid, accumulated, and in arrears, as the Company’s board of directors had not declared such dividends payable as of September 30, 2018, and, therefore, were not recognized as a dividend payable liability in the accompanying unaudited condensed consolidated balance sheet. Subsequently, in November 2018, the Company’s board of directors declared a Series B Convertible Preferred Stock dividend payment dated October 1, 2018 of earned but unpaid dividends as of September 30, 2018 of $64,897 to be settled by the issue of an additional 21,653 shares of Series B Convertible Preferred Stock in accordance with the Series B Convertible Preferred Stock Certificate of Designation. See Note 13, Preferred Stock (2) Basic weighted-average number of shares of common stock outstanding for the period excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. (3) The Series B Convertible Preferred Stock has the right to receive common stock dividends, and prior to the March 15, 2018 Exchange Date of the Series A and Series A Exchange Offer, holders of the Series A Warrants and the Series A-1 Warrants previously had the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock and the Series A Warrants and Series A-1 Warrants would potentially been considered participating securities under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated. (4) On August 22, 2018, the “UPO Exchange Offer” was completed, wherein, 53,000 “UPO-Z” were issued-upon-exchange of all the previously issued and outstanding 53,000 UPO-W. The UPO-Z may be exercised to purchase a unit comprised of one share of common stock of the Company and one Series Z Warrant; and the UPO-W was exercisable to purchase a unit comprised of one share of common stock of the Company and one Series W Warrant. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants (5) There were 16,815,039 Series Z Warrants issued and outstanding as of September 30, 2018, including: 2,739,190 Series Z Warrants initially issued on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer discussed herein above; 5,075,849 Series Z Warrants issued on the April 5, 2018 Exchange Date of the “Series W Warrants Exchange Offer” discussed herein above; and 9,000,000 Series Z Warrants issued in the June 12, 2018 Equity Subscription Rights Offering. See Note 14, Stockholders Equity and Common Stock Purchase Warrants (6) A total of 2,660,000 Series S Warrants were initially issued on July 3, 2017 in connection with the Note and Security Purchase Agreement with Scopia Holdings LLC. See Note 12, Note and Securities Purchase Agreement, Senior Secured Note, and Series S Warrants Stockholders’ Equity and Common Stock Purchase Warrants (7) The 1,048,288 shares of Series B Convertible Preferred Stock issued and outstanding as of September 30, 2018, if converted at the election of the holder, would result in a corresponding number of additional outstanding shares of common stock of the Company. See Note 13, Preferred Stock (8) As of September 30, 2018, there were no shares of Series A-1 Convertible Preferred Stock nor Series A-1 Warrants issued and outstanding, as a result of being exchanged-upon-issue on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer. As of September 30, 2017, the 125,000 shares of Series A-1 Convertible Preferred Stock issued and outstanding, if-converted, would have resulted in the issue of 125,000 shares of common stock of the Company, resulting from a common stock conversion factor equal to a numerator of $4.00 and a $4.00 denominator. See Note 11, Financial Instrume Fair Value Measurements Preferred Stock Common Stock and Common Stock Purchase Warrants (9) As of September 30, 2018, there were no shares of Series A Convertible Preferred Stock nor Series A Warrants issued and outstanding, as a result of being exchanged-upon-issue on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer. As of September 30, 2017, the 422,838 shares of Series A Convertible Preferred Stock issued and outstanding, if-converted, would have resulted in the issue of 508,422 shares of common stock of the Company, resulting from a common stock conversion factor equal to a numerator of $6.00 and a $4.99 denominator. See Note 11, Financial Instrume Fair Value Measurements Preferred Stock Common Stock and Common Stock Purchase Warrants |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 — Subsequent Events Other Matters Except as otherwise noted herein, the Company has evaluated subsequent events through the date of filing of this Quarterly Report on Form 10-Q and determined there to be no further events requiring adjustments to the unaudited condensed consolidated financial statements and /or disclosures therein. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company holds a majority ownership interest and has controlling financial interest in Lucid Diagnostics Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity, including the recognition in the consolidated statement of the net loss attributable to the noncontrolling interest based on the noncontrolling interest ownership interest in Lucid Diagnostics Inc. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants The condensed balance sheet as of December 31, 2017, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2017 has been derived from audited consolidated financial statements at such date but does not include all of the information required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial information. Certain items have been reclassified to conform to the current period presentation. The results of operations 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 other future periods. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and related notes thereto as of and for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates in these unaudited condensed consolidated financial statements include those related to the fair value of warrants, the fair value of derivative liabilities, stock-based compensation, research and development expenses, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgements, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making such accounting estimates and assumptions, the actual financial statement results could differ materially from such accounting estimates and assumptions. |
JOBS Act Accounting Election | JOBS Act Accounting Election The Company is an “emerging growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies who are not an EGC. |
Segment Data | Segment Data The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. No revenue has been generated since inception, and all tangible assets are held in the United States. |
Going Concern | Going Concern The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern The Company is an early stage and emerging growth company and has not generated any revenues to date. As such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Since inception, the Company has incurred losses and negative cash flows from operating activities. The Company does not expect to generate positive cash flows from operating activities in the near future until such time, if at all, it completes the development process of its products, including regulatory approvals and clearances, and thereafter, begins to commercialize and achieve substantial marketplace acceptance for the first of a series of products in its medical device portfolio, which is not expected to occur in the near future, if at all. The Company incurred a net loss attributable to PAVmed Inc. common stockholders of $11,854,787 and net cash flows used in operating activities of $5,768,637 for the nine months ended September 30, 2018. As of September 30, 2018, the Company had an accumulated deficit of $30,096,200, working capital of $1,399,982, with such working capital inclusive of the $5,383,112 principal balance of the Sr Secured Note as of September 30, 2018 classified as a current liability in the accompanying September 30, 2018 unaudited condensed consolidated balance sheet due to a maturity date of June 30, 2019. The Company anticipates incurring operating losses and does not expect to experience positive cash flows from operating activities and may continue to incur operating losses for the next several years as it completes the development of its products, seeks regulatory approvals and clearances of such products, and begin to commercially market such products. These factors, which have existed since inception, are expected to continue for the foreseeable future, and raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying unaudited condensed consolidated financial statements are issued. The Company’s ability to fund its operations is dependent upon management’s plans, which include raising additional capital, refinance the debt upon maturity, obtaining regulatory approvals for its products currently under development, commercializing and generating revenues from products currently under development, and continuing to control expenses. However, there is no assurance the Company will be successful in these efforts. A failure to raise sufficient capital, refinance the debt upon maturity, obtain regulatory approvals and clearances for the Company’s products, generate sufficient product revenues, or control expenditures, among other factors, will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives, and therefore, raises substantial doubt of the Company’s ability to continue as a going concern within one year after the date the unaudited condensed consolidated financial statements are issued. The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should the Company be unable to continue as a going concern. |
Cash | Cash The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced and does not anticipate any losses on deposits with commercial banks and financial institutions which exceed federally insured limits. |
Equipment | Equipment Equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and resulting gain or loss, if any, is included in the unaudited condensed consolidated statement of operations. The useful lives of equipment are as follows: Research and development equipment 5 years Computer equipment 3 years |
Long-Lived Assets | Long-Lived Assets The Company evaluates its long-lived assets, including equipment, for impairment whenever events or changes in circumstances indicate the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. The Company has not recorded impairment of any long-lived assets in the periods presented. |
Offering Costs | Offering Costs Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified. Offering costs, lender fees, and warrants issued in connection with debt financing are recognized as debt discount, which reduces the reported carrying value of the debt, and amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting, as well as rental costs for equipment and access to certain facilities of contract research service providers. |
Patent Costs and Purchased Patent License Rights | Patent Costs and Purchased Patent License Rights Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying unaudited condensed consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “research and development expenses” in the accompanying unaudited condensed consolidated statements of operations. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. |
Stock-Based Compensation | Stock-Based Compensation Stock-based awards are made to employees, members of its board of directors, and non-employees, under each of the PAVmed Inc. 2014 Long-Term Incentive Equity Plan and the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan. Stock-based awards to employees and members of the Company’s board of directors are accounted for in accordance with FASB ASC Topic 718, Stock Compensation Equity-Based Payments to Non-Employees The Company measures the compensation expense of stock-based awards granted to employees and members of its board of directors using the grant-date fair value of the award and recognizes compensation expense for stock-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award. The Company measures the expense of stock-based awards granted to non-employees on a vesting date basis, fixing the fair value of vested non-employee stock options as of their respective vesting date. The fair value of vested non-employee stock options is not subject-to-change at subsequent reporting dates. The estimated fair value of the unvested non-employee stock options is remeasured to then current fair value at each subsequent reporting date. The expense of non-employee stock options is recognized on a straight-line basis over the service period, which is generally the vesting period of the respective non-employee stock-based award. On June 20, 2018, the FASB issued its Accounting Standards Update (“ASU”) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The amended ASC-718 non-employee stock-based compensation provisions are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within such fiscal year, and for all other companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption of ASC Topic 606, Revenue from Contracts with Customers |
Financial Instruments Fair Value Measurements | Financial Instruments Fair Value Measurements The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially qualify as derivatives that need to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging FASB ASC Topic 820, Fair Value Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. As of September 30, 2018 and December 31, 2017, the carrying values of cash, accounts payable, and accrued expenses, approximate their respective fair value due to the short-term nature of these financial instruments. The Company evaluates its financial instruments to determine if those instruments or any potential embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740). Current tax liabilities or receivables are recognized for the amount of taxes estimated to be payable or refundable for the current year. Deferred tax assets and liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. See Note 6, Income Taxes Under ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of September 30, 2018 and December 31, 2017. The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood of being realized upon ultimate settlement. As of September 30, 2018 the Company does not have any unrecognized tax benefits resulting from uncertain tax positions. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There were no amounts accrued for penalties or interest as of September 30, 2018 and December 31, 2017 or recognized during the three or nine months ended September 30, 2018 and 2017. The Company is not aware of any issues under review to potentially result in significant payments, accruals, or material deviations from its position. |
Net Loss Per Share | Net Loss Per Share The net loss per share is computed by dividing each of the respective net loss by the number of “basic weighted average common shares outstanding” and diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days potentially issued and outstanding during the period indicated, if dilutive. The Company’s common stock equivalents include: stock options, unit purchase options, convertible preferred stock, and common stock purchase warrants. Notwithstanding, as the Company has a net loss for each reporting period presented, each of the basic and diluted net loss per share for each period presented is computed using only the basic weighted average common shares outstanding for each respective reporting period, as the inclusion of common stock equivalents incremental shares would be anti-dilutive. Accordingly, as presented in the accompanying unaudited condensed consolidated statement of operations, basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share attributable to PAVmed Inc. and the basic and diluted net loss per share attributable to PAVmed Inc. common stockholders, for each reporting period presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) - Part I - Accounting for Certain Financial Instruments with Down-Round Features, and Part II - Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) - Scope of Modification Accounting In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2016, the FASB issued ASU 2016-15, which amended the guidance of FASB ASC Topic 230, Statement of Cash Flows (ASC 230) on the classification of certain cash receipts and payments. The primary purpose of ASU 2016-15 is to reduce the diversity in practice which has resulted from a lack of consistent principles on this topic, including to add or clarify guidance on eight specific cash flow issues, including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. The adoption of this guidance as of January 1, 2018 did not have an effect on the Company’s unaudited condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives of Equipment | The useful lives of equipment are as follows: Research and development equipment 5 years Computer equipment 3 years |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of: September 30, 2018 December 31, 2017 Security deposits $ 14,250 $ 14,250 Prepaid insurance 138 33,175 Advanced payments to suppliers 105,592 41,042 Total prepaid expenses and other current assets $ 119,980 $ 88,467 |
Equipment, Net (Tables)
Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment, Net | September 30, 2018 December 31, 2017 Research and development equipment $ 40,380 $ 13,656 Computer equipment 13,438 13,438 Equipment, gross 53,818 27,094 Less: accumulated depreciation (17,147 ) (10,903 ) Equipment, net $ 36,671 $ 16,191 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of: September 30, 2018 December 31, 2017 Bonus $ 171,553 $ 459,451 Payroll 145,937 125,088 Vacation 71,270 28,722 EsoCheck™ License Agreement fee 222,553 — Fees - board of directors 71,667 82,500 Operating expenses 55,311 11,203 Total accrued expenses and other current liabilities $ 738,291 $ 706,964 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Summarizes Information About Stock Options | 2014 Equity Plan is summarized as follows: Weighted Number Average Aggregate Stock Exercise Intrinsic PAVmed Inc. 2014 Equity Plan Options Price Value 1 Outstanding at December 31, 2017 1,936,924 $ 5.19 Granted 1,535,324 $ 2.04 Exercised — $ — Forfeited (195,108 ) $ 5.00 Outstanding at September 30, 2018 3,277,140 $ 3.72 $ — Vested and exercisable at September 30, 2018 1,620,310 $ 4.52 $ — Unvested at September 30, 2018 1,656,830 $ 2.95 $ — 1 The aggregate intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on September 30, 2018 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. 2018 Equity Plan for the period presented below: Weighted Number Average Stock Exercise Lucid Diagnostics Inc. 2018 Equity Plan Options Price Outstanding at December 31, 2017 — $ — Granted 375,000 $ 0.60 Exercised — $ — Forfeited — $ Outstanding at September 30, 2018 375,000 $ 0.60 Vested and exercisable at September 30, 2018 56,250 $ 0.56 Unvested at September 30, 2018 318,750 $ 0.61 |
Schedule of Stock-Based Compensation Awards Granted | Consolidated stock-based compensation expense recognized for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, for the periods indicated, was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 General and administrative expenses $ 247,818 $ 241,401 $ 701,174 $ 707,588 Research and development expenses 76,655 30,900 198,475 91,693 Total $ 324,473 $ 272,301 $ 899,649 $ 799,281 |
Employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions | Stock-based compensation expense recognized for stock options granted to employees and members of the board of directors under the PAVmed Inc. 2014 Equity Plan was based on a weighted average fair value of $1.22 per share and $1.57 per share, during the nine months ended September 30, 2018 and 2017, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Nine Months Ended September 30, 2018 2017 Risk free interest rate 2.1 % 1.5 % Expected term of stock options (in years) 5.8 5.8 Expected stock price volatility 50 % 50 % Expected dividend yield 0 % 0 % |
Non-employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions | Stock-based compensation expense recognized for stock options granted to non-employees under the PAVmed Inc. 2014 Equity Plan was based on a weighted average fair value of $2.07 per share and $4.32 per share, during the nine months ended September 30, 2018 and 2017, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Nine Months Ended September 30, 2018 2017 Risk free interest rate 2.7 % 2.2 % Expected term of stock options (in years) 8.8 9.0 Expected stock price volatility 60 % 60 % Expected dividend yield 0 % 0 % Stock-based compensation expense recognized for stock options granted to non-employees under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average fair value of $0.40 per share during the nine months ended September 30, 2018, calculated using the following weighted average Black-Scholes valuation model assumptions: Nine Months Ended September 30, 2018 Risk free interest rate 3.0 % Expected term of stock options (in years) 9.7 Expected stock price volatility 66 % Expected dividend yield 0 % |
Financial Instruments Fair Va_2
Financial Instruments Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Financial Liabilities Measured at Fair Value On Recurring Basis | The Series A Warrants and the Series A Convertible Preferred Stock conversion option derivative liabilities as of September 30, 2018 and December 31, 2017, are summarized in the fair value hierarchy table, as follows: Fair Value Measurement on a Recurring Basis at Reporting Date Using (1) Level-1 Level-2 Level-3 Inputs Inputs Inputs Total September 30, 2018 (2) Series A Warrants derivative liability $ — $ — $ — $ — Series A Convertible Preferred Stock conversion option derivative liability — — — — Totals $ — $ — $ — $ — December 31, 2017 Series A Warrants derivative liability $ — $ — $ 761,123 $ 761,123 Series A Convertible Preferred Stock conversion option derivative liability — — 212,217 212,217 Totals $ — $ — $ 973,340 $ 973,340 (1) As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. (2) The Series A Warrants derivative liability and the Series A-1 Convertible Preferred Stock conversion option derivative liability were fully extinguished-upon-exchange on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, as discussed herein below. |
Schedule of Series A Convertible Preferred Stock and Warrants Issued and Outstanding | The number of Series A Warrants and shares of Series A Convertible Preferred Stock issued and outstanding as of September 30, 2018 is as follows: Issued and Outstanding - September 30, 2018 Series A Warrants Series A Convertible Preferred Stock Issued and outstanding as of December 31, 2017 268,001 249,667 Series A and Series A-1 Exchange Offer - March 15, 2018 (268,001 ) (249,667 ) Issued and outstanding as of September 30, 2018 — — The number of Series A Warrants and shares of Series A Convertible Preferred Stock issued and outstanding as of December 31, 2017 is as follows: Issued and Outstanding - December 31, 2017 Series A Warrants Series A Convertible Preferred Stock Issued and outstanding as of December 31, 2016 — — Issued in Series A Preferred Stock Units private placement 422,838 422,838 Conversion of Series A Convertible Preferred Stock — (18,334 ) Series A Exchange Offer - November 17, 2017 (154,837 ) (154,837 ) Issued and outstanding as of December 31, 2017 268,001 249,667 |
Schedule of Series A Convertible Preferred Stock Conversion Option Embedded Derivative and Warrants Liability | The reconciliation of each of the Series A Warrants and the Series A Convertible Preferred Stock conversion option derivative liability as of September 30, 2018 is as follows: Derivative Liability - September 30, 2018 Series A Warrants Series A Convertible Preferred Stock Conversion Option Balance at December 31, 2017 $ 761,123 $ 212,217 Change in fair value - March 15, 2018 Exchange Date (246,561 ) (64,913 ) Series A and Series A-1 Exchange Offer - March 15, 2018 (514,562 ) (147,304 ) Balance at September 30, 2018 $ — $ — The reconciliation of each of the Series A Warrants and the Series A Convertible Preferred Stock conversion option derivative liability as of December 31, 2017 is as follows: Derivative Liability - December 31, 2017 Series A Warrants Series A Convertible Preferred Stock Conversion Option Balance at December 31, 2016 $ — $ — Initial fair value on dates of issuance 4,050,706 1,221,963 Change in fair value (1,942,501 ) (643,318 ) Conversion of Series A Convertible Preferred Stock — (27,335 ) Series A Exchange Offer - November 17, 2017 (1,347,082 ) (339,093 ) Balance at December 31, 2017 $ 761,123 $ 212,217 |
Schedule of Series A Warrant and Convertible Preferred Stock Conversion Option | Fair Value Assumptions March 15, December 31, Series A Warrants Derivative Liability 2018 (1) 2017 Calculated aggregate estimated fair value $ 514,562 $ 761,123 Series A Warrants outstanding 268,001 268,001 Value of common stock $ 1.70 $ 2.29 Exercise price per share - Series A Warrant $ 6.61 $ 6.61 Exercise price per share - Series X Warrant $ 6.00 $ 6.00 Expected term (years) 6.1 6.3 Volatility 59 % 55 % Risk free rate 2.7 % 2.2 % Dividend yield 0 % 0 % Fair Value Assumptions Series A Convertible Preferred Stock Conversion Option Derivative Liability March 15, 2018 (1) December 31, 2017 Calculated aggregate estimated fair value $ 147,304 $ 212,217 Series A Convertible Preferred Stock shares 249,667 249,667 Value of common stock $ 1.70 $ 2.29 Common stock exchange factor numerator $ 6.00 $ 6.00 Common stock exchange factor denominator $ 4.97 $ 4.97 Expected term (years) 6.1 6.3 Volatility 59 % 55 % Risk-free interest rate 2.7 % 2.2 % Dividend yield 0 % 0 % (1) As the Series A Warrants and shares of Series A Convertible Preferred Stock were each fully exchanged on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, the final estimated fair value of each respective derivative liability was as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer discussed below. |
Schedule of Series Z Warrants Issued-upon-exchange of Series A Warrants | Series Z Warrants Issued Upon Exchange of Series A Warrants - March 15, 2018 Series A Warrants Derivative Liability Series Z Additional Paid In Capital Equity Fair Value Change Series A Warrant Derivative Liability Other Income (Expense) Series A Warrants derivative liability - December 31, 2017 $ 761,123 $ — $ — Series A Warrants derivative liability change in fair value - March 15, 2018 (246,561 ) 246,561 Sub-Total: Series A Warrants derivative liability - March 15, 2018 Exchange Date 514,562 — 246,561 Series Z Warrants issued-upon-exchange of Series A Warrants - estimated fair value (514,562 ) 857,603 (343,041 ) Series Z Warrants issued-upon-exchange of Series A Warrants - March 15, 2018 $ — $ 857,603 $ (96,480 ) |
Series A and Series A-1 Exchange Offer [Member] | |
Schedule of Deemed Dividend Charged to Accumulated Deficit | Series B Convertible Preferred Stock Issued-Upon-Exchange Series A Convertible Preferred Stock and Conversion Option Derivative Liability Extinguished-Upon-Exchange Deemed Dividend Charged to Accumulated Deficit Series A Series A-1 Exchange Offer Fair value - 499,334 shares of Series B Convertible Preferred Stock issued-upon-exchange $ 873,835 Less: Fair value - Series A Convertible Preferred Stock conversion option derivative liability extinguished-upon-exchange 147,304 Less: Carrying value - 249,667 shares of Series A Convertible Preferred Stock extinguished-upon-exchange — Deemed dividend charged to accumulated deficit $ 726,531 Series A Series A-1 Series B Convertible Preferred Stock Issued-Upon-Exchange Exchange Offer Series A-1 Convertible Preferred Stock Extinguished-Upon-Exchange March 15, 2018 Increase - Additional Paid-In Capital Exchange Date Fair value - 476,234 shares of Series B Convertible Preferred Stock issued-upon-exchange $ 833,410 Less: Carry value - 357,259 shares - Series A-1 Convertible Preferred Stock extinguished-upon-exchange 1,032,650 Increase - additional paid-in capital $ 199,241 Series A-1 Convertible Preferred Stock Issued-Upon-Exchange Series A Convertible Preferred Stock and Conversion Option Derivative Liability Extinguished-Upon-Exchange Deemed Dividend Charged to Accumulated Deficit Series A Exchange Offer November 17, 2017 Exchange Date Fair value - 232,259 shares of Series A-1 Convertible Preferred Stock issued-upon-exchange $ 843,100 Less: Fair value - Series A Convertible Preferred Stock conversion option derivative liability extinguished-upon-exchange 339,093 Less: Carry value - 154,837 shares of Series A Convertible Preferred Stock extinguished-upon-exchange — Deemed dividend charged to accumulated deficit $ 504,007 |
Schedule of Estimated Fair Value Assumptions Used in Convertible Preferred Stock | Series A Series A-1 Exchange Offer Fair Value Assumptions March 15, 2018 Series B Convertible Preferred Stock Exchange Date Aggregate fair value $ 873,835 Series B Convertible Preferred Stock shares 499,334 Required rate of return 27.0 % Common stock conversion factor numerator $ 3.00 Common stock conversion factor denominator $ 3.00 Value of common stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % Fair Value Assumptions Series B Convertible Preferred Stock - issued upon exchange of Series A-1 Convertible Preferred Stock Series A Series A-1 Exchange Offer March 15, 2018 Exchange Date Aggregate fair value $ 833,410 Series B Convertible Preferred Stock shares 476,234 Required rate of return 27.0 % Common stock conversion factor numerator $ 3.00 Common stock conversion factor denominator $ 3.00 Value of common stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % |
Schedule of Equity Classified Series Z Warrants | Series A Series A-1 Exchange Offer March 15, 2018 Series Z Warrants - issued-upon-exchange of Series A-1 Warrants - March 15, 2018 Exchange Date Fair value - 1,399,185 Series Z Warrants issued-upon-exchange $ 895,478 Less: fair value - 279,837 Series A-1 Warrants extinguished-upon-exchange 545,682 Modification expense /increase to additional paid in capital 349,796 Carry value - 279,837 Series A-1 Warrants extinguished-upon-exchange - equity classified 1,879,532 Carry value - Series Z Warrants issued-upon-exchange of Series A-1 Warrants - equity classified $ 2,229,328 |
March 15, 2018 Exchange Date [Member] | |
Schedule of Estimated Fair Value Assumptions Used in Convertible Preferred Stock | Fair Value Assumptions March 15, 2018 Series Z Warrants issued upon exchange of Series A Warrants Exchange Date Aggregate fair value $ 857,603 Series Z Warrants issued upon exchange of Series A Warrants 1,340,005 Exercise price per share - Series Z Warrant $ 3.00 Value of common stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % Fair Value Assumptions March 15, 2018 Series Z Warrants - issued upon exchange of Series A-1 Warrants Exchange Date Aggregate fair value $ 895,478 Series Z Warrants issued upon exchange of Series A-1 Warrants 1,399,185 Exercise price per share - Series Z Warrant $ 3.00 Value of common stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % Fair Value Assumptions March 15, 2018 Series A-1 Warrants - exchanged for Series Z Warrants Exchange Date Aggregate fair value $ 545,682 Series A-1 Warrants exchanged for Series Z Warrants 279,837 Exercise price per share - Series A-1 Warrant $ 6.67 Series W Warrants 1,399,185 Exercise price per share - Series W Warrant 5.00 Value of common stock $ 1.70 Expected term (years) 3.9 Volatility 67 % Risk free rate 2.5 % Dividend yield 0 % |
November 17, 2017 Exchange Date [Member] | |
Schedule of Estimated Fair Value Assumptions Used in Convertible Preferred Stock | Fair Value Assumptions - Series A-1 Convertible Preferred Stock issued upon exchange of Series A Convertible Preferred Stock November 17, 2017 Exchange Date Aggregate fair value $ 843,100 Series A-1 Convertible Preferred Stock shares 232,259 Required rate of return 27.0 % Common stock conversion factor numerator $ 4.00 Common stock conversion factor denominator $ 4.00 Value of common stock $ 4.33 Expected term (years) 6.45 Volatility 53 % Risk free rate 2.2 % Dividend yield 0 % Fair Value Assumptions - November 17, 2017 Series A Convertible Preferred Stock Conversion Option Derivative Liability Exchange Date Aggregate fair value $ 339,093 Series A Convertible Preferred Stock shares 154,837 Value of common stock $ 4.33 Common stock exchange factor numerator $ 6.00 Common stock exchange factor denominator $ 4.97 Expected term (years) 6.45 Volatility 53 % Risk-free interest rate 2.2 % Dividend yield 0 % |
Series A-1 Warrants [Member] | |
Schedule of Fair Value Assumption Used | Fair Value Assumptions November 17, 2017 Series A-1 Warrants - issued upon exchange of Series A Warrants Exchange Date Aggregate fair value $ 1,347,082 Exercise price per share - Series W Warrant $ 5.00 Value of common stock $ 4.33 Expected term (years) 4.2 Volatility 57 % Risk free rate 2.0 % Dividend yield 0 % |
Note and Securities Purchase _2
Note and Securities Purchase Agreement, Senior Secured Note , and Series S Warrants (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Series S Warrants [Member] | |
Schedule of Fair Value Assumption Used | The Series S Warrants issue-date fair value of $10.0 million was estimated using a Black-Scholes valuation model using the following assumptions: Series S Warrants Issue Date Exercise price per share $ 0.01 Value of common stock $ 4.50 Expected term (years) 15.0 Volatility 48 % Risk free rate 2.4 % Dividend yield 0 % |
Preferred Stock (Tables)
Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Series A Preferred Stock Units Private Placement | Series A Preferred Stock Units Issue Dates (Aggregate) Series A Preferred Stock Units issuance gross proceeds $ 2,537,012 Less: Series A Warrants derivative liability initial fair value (4,050,706 ) Less: Series A Convertible Preferred Stock conversion option derivative liability initial fair value (1,221,963 ) Excess of initial fair value of derivative liabilities over gross proceeds (2,735,657 ) Offering costs of the issuance of the Series A Preferred Stock Units (388,628 ) Loss on issuance of Series A Preferred Stock Units $ (3,124,285 ) |
Schedule of Convertible Preferred Stock Conversion Into Common Stock | Conversion Dates Aggregated Series A Convertible Preferred Stock Converted to Shares of Common Stock of the Company November and December 2017 Shares of Series A Convertible Preferred Stock converted to common stock of the Company 18,334 Shares of common stock issued upon conversion of Series A Convertible Preferred Stock 22,093 Fair Value - Series A Convertible Preferred Stock conversion option derivative liability derecognized $ 27,335 Common stock issued - par value $ 22 Common stock issued - additional paid-in capital $ 27,313 |
Schedule of Estimated Fair Values for Series A-1 Convertible Preferred Stock Warrants | Series A-1 Fair Value Assumptions - Issue Date Convertible Preferred Stock Series A-1 Warrants Allocated fair value $ 189,550 $ 310,450 Series A-1 Convertible Preferred Stock /Series A-1 Warrants 125,000 125,000 Value of common stock $ 2.98 2.98 Common stock conversion factor numerator $ 4.00 N/A Common stock conversion factor denominator $ 4.00 N/A Exercise price per share - Series X Warrants N/A $ 6.00 Required rate of return 27.0 % N/A Expected term (years) 6.74 6.74 Volatility 52 % 52 % Risk free rate 2.0 % 2.0 % Dividend yield 0 % 0 % |
Stockholders' Equity and Comm_2
Stockholders' Equity and Common Stock Purchase Warrants (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock, Common Stock and Warrants Issued and Outstanding | Shares of Common Stock Issued and outstanding as of December 31, 2017 14,551,234 Issue - equity subscription rights offering 9,000,000 Issue - underwritten public offering 2,649,818 Exercises of Series W Warrants 34,345 Exercises of Series S Warrants 274,257 Conversion of Series B Convertible Preferred Stock 33,325 Issued and outstanding as of September 30, 2018 26,542,979 Issued and outstanding as of December 31, 2016 13,330,811 Exercises of Series W Warrants 12,250 Exercises of Series S Warrants 1,186,080 Conversion of Series A Convertible Preferred Stock 22,093 Issued and outstanding as of December 31, 2017 14,551,234 |
Schedule of Outstanding Warrants to Purchase Common Stock | The following table summarizes outstanding warrants to purchase common stock of the Company at the dates indicated: Common Stock Purchase Warrants Issued and Outstanding at September 30, 2018 Weighted Average Exercise Price /Share December 31, 2017 Weighted Average Exercise Price Expiration Date Equity classified warrants Series Z Warrants 16,815,039 $ 1.60 — $ — April 2024 UPO - Series Z Warrants 53,000 $ 1.60 — $ — January 2022 Series W Warrants 381,818 $ 5.00 10,567,845 $ 5.00 January 2022 UPO - Series W Warrants — $ — 53,000 $ 5.00 January 2022 Series S Warrants 1,199,383 $ 0.01 1,473,640 $ 0.01 June 2032 Series A-1 Warrants — $ — 279,837 $ 6.67 April 2024 Liability classified warrants Series A Warrants — $ — 268,001 $ 6.61 April 2024 Total 18,449,240 $ 1.57 12,642,323 $ 4.49 |
Schedule of Estimated Fair Value of Warrant Modification | Fair Value Assumptions - June 1, 2018 Immediately After Immediately Before Series Z Warrant Exercise Price Adjustment Modification Modification Calculated aggregate estimated fair value $ 3,477,692 $ 2,336,697 Series Z Warrants - issued and outstanding - June 1, 2018 7,815,039 7,815,039 Value of common stock per share $ 1.00 $ 1.00 Exercise price per share - Series Z Warrant $ 1.60 $ 3.00 Expected term - years 5.9 5.9 Volatility 58 % 58 % Risk free interest rate 2.8 % 2.8 % Dividend yield 0 % 0 % Series A-1 Amendment No. 1 Series A-1 Warrants Modification Fair Value - October 18, 2017 Fair Value Assumptions - October 18, 2017 Immediately After Immediately Before Series A-1 Warrant Agreement - Amendment No. 1 Modification Modification Calculated aggregate estimated fair value $ 1,531,000 $ 1,309,000 Series A-1 Warrants - issued and outstanding - October 18, 2017 125,000 125,000 Value of common stock per share $ 5.40 $ 5.40 Exercise price per share - Series W Warrant $ 5.00 $ — Exercise price per share - Series X Warrant $ — $ 6.00 Expected term - years 4.3 6.5 Volatility 55 % 52 % Risk free interest rate 1.9 % 2.1 % Dividend yield 0 % 0 % |
Schedule of Estimated Fair Values for Series Z and Series W Warrants | Fair Value Assumptions Series Z Series W April 5, 2018 Exchange Date Warrants Warrants Calculated aggregate estimated fair value $ 3,304,377 $ 2,537,921 Series Z Warrants issued-upon-exchange 5,075,849 — Series W Warrants extinguished-upon-exchange 10,151,682 Value of common stock $ 1.66 $ 1.66 Exercise price per share $ 3.00 $ 5.00 Expected term (years) 2.7 3.8 Volatility 55 % 55 % Risk free rate 2.7 % 2.5 % Dividend yield 0 % 0 % |
Schedule of Estimated Fair Values for Unit Purchase Options | Fair Value Assumptions August 22, 2018 UPO Exchange Offer Exchange Date UPO-Z UPO-W Calculated aggregate estimated fair value $ 3,180 $ 1,060 UPO-Z issued-upon-exchange /UPO-W extinguished-upon-exchange 53,000 53,000 Value of common stock $ 1.38 $ 1.38 Value of Series Z Warrant /Series W Warrants $ 0.53 $ 0.05 Exercise price per unit - UPO-Z /UPO-W $ 5.50 $ 5.50 Expected term (years) 2.4 2.4 Volatility 42 % 42 % Risk free rate 2.6 % 2.6 % Dividend yield 0 % 0 % |
Schedule of Noncontrolling Interest | The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity for the periods indicated is as follows: Three Nine Months Ended Months Ended September 30, September 30, 2018 2018 NCI - equity (deficit) - beginning of period $ (72,054 ) $ — Investment in majority-owned subsidiary — 1,812 Payment of share Subscription Receivable 943 — Net loss attributable to NCI (32,431 ) (113,631 ) Increase in additional paid-in capital of Lucid Diagnostics Inc. resulting from stock-based compensation recognized under the Lucid Diagnostics Inc 2018 Equity Plan 12,973 21,250 NCI - equity (deficit) - end of period $ (90,569 ) $ (90,569 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share | The following table sets forth each of: “Net loss per share - attributable to PAVmed Inc. - basic and diluted” and “Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted” - for the respective periods indicated, as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Numerator Net loss - as reported, before noncontrolling interest $ (3,278,658 ) $ (5,129,318 ) $ (11,250,567 ) $ (10,389,113 ) Net loss attributable to noncontrolling interest 32,431 — 113,631 — Net loss - as reported, attributable to PAVmed Inc. (3,246,227 ) (5,129,318 ) (11,136,936 ) (10,389,113 ) Convertible Preferred Stock dividends(1): Series B (64,897 ) — (138,926 ) — Series A-1 — (6,196 ) (25,148 ) (6,196 ) Series A — (52,299 ) (26,487 ) (130,010 ) Series A and Series A-1 Exchange Offer - March 15, 2018 - deemed dividend - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A Convertible Preferred Stock — — (726,531 ) — Series A and Series A-1 Exchange Offer - March 15, 2018 - increase to additional paid-in capital - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A-1 Convertible Preferred Stock — — 199,241 — Deemed dividend Series A-1 Convertible Preferred Stock — (182,500 ) — (182,500 ) Net loss attributable to PAVmed Inc. common stockholders $ (3,311,124 ) $ (5,370,313 ) $ (11,854,787 ) $ (10,707,819 ) Denominator Weighted-average common shares outstanding basic and diluted(2) 26,538,632 13,332,629 20,827,519 13,331,585 Loss per share(3) Basic and diluted - Net loss - as reported, attributable to PAVmed Inc. $ (0.12 ) $ (0.38 ) $ (0.53 ) $ (0.78 ) - Net loss attributable to PAVmed Inc. common stockholders $ (0.12 ) $ (0.40 ) $ (0.57 ) $ (0.80 ) (1) The convertible preferred stock dividends are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective periods presented, including: for the current year period - with respect to the Series B Convertible Preferred Stock, from March 16, 2018 to September 30, 2018, and with respect to each of the Series A-1 and Series A Convertible Preferred Stock, from January 1, 2018 to March 15, 2018; and, for the prior year period - with respect to the Series A Convertible Preferred Stock, from each of the respective Series A Preferred Stock Units private placement close dates from January 26, 2017, January 31, 2017, and March 8, 2018 to September 30, 2017; and, with respect to the Series A-1 Convertible Preferred Stock, from the Series A-1 Preferred Stock Units private placement close date from August 4, 2017 to September 30, 2017. In August 2018, the Company’s board of directors declared a Series B Convertible Preferred Stock dividend payment dated July 1, 2018 of earned but unpaid dividends as of June 30, 2018 of $318,023, with such dividend payment settled by the issue of an additional 106,045 shares of Series B Convertible Preferred Stock in accordance with the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”). As of September 30, 2018, Series B Convertible Preferred Stock dividends of $64,897 were cumulatively earned, unpaid, accumulated, and in arrears, as the Company’s board of directors had not declared such dividends payable as of September 30, 2018, and, therefore, were not recognized as a dividend payable liability in the accompanying unaudited condensed consolidated balance sheet. Subsequently, in November 2018, the Company’s board of directors declared a Series B Convertible Preferred Stock dividend payment dated October 1, 2018 of earned but unpaid dividends as of September 30, 2018 of $64,897 to be settled by the issue of an additional 21,653 shares of Series B Convertible Preferred Stock in accordance with the Series B Convertible Preferred Stock Certificate of Designation. See Note 13, Preferred Stock (2) Basic weighted-average number of shares of common stock outstanding for the period excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. (3) The Series B Convertible Preferred Stock has the right to receive common stock dividends, and prior to the March 15, 2018 Exchange Date of the Series A and Series A Exchange Offer, holders of the Series A Warrants and the Series A-1 Warrants previously had the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock and the Series A Warrants and Series A-1 Warrants would potentially been considered participating securities under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated. |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | The following common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would be anti-dilutive: September 30, 2018 2017 Stock Options 3,277,140 1,921,924 Unit purchase options - “UPO-Z” /”UPO-W” - as to shares of common stock (4) 53,000 53,000 Unit purchase options - “UPO-Z” - as to shares underlying Series Z Warrants (4) 53,000 — Unit purchase options - “UPO-W” - as to shares underlying Series W Warrants (4) — 53,000 Series Z Warrants (5) 16,815,039 — Series W Warrants (5) 381,818 10,567,845 Series S Warrants (6) 1,199,383 2,660,000 Series B Convertible Preferred Stock (7) 1,048,288 — Series A-1 Convertible Preferred Stock (8) — 125,000 Series A-1 Warrants (8) — 125,000 Series A Convertible Preferred Stock (9) — 422,838 Series A Warrants (9) — 422,838 Total 22,827,668 16,351,445 (4) On August 22, 2018, the “UPO Exchange Offer” was completed, wherein, 53,000 “UPO-Z” were issued-upon-exchange of all the previously issued and outstanding 53,000 UPO-W. The UPO-Z may be exercised to purchase a unit comprised of one share of common stock of the Company and one Series Z Warrant; and the UPO-W was exercisable to purchase a unit comprised of one share of common stock of the Company and one Series W Warrant. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants (5) There were 16,815,039 Series Z Warrants issued and outstanding as of September 30, 2018, including: 2,739,190 Series Z Warrants initially issued on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer discussed herein above; 5,075,849 Series Z Warrants issued on the April 5, 2018 Exchange Date of the “Series W Warrants Exchange Offer” discussed herein above; and 9,000,000 Series Z Warrants issued in the June 12, 2018 Equity Subscription Rights Offering. See Note 14, Stockholders Equity and Common Stock Purchase Warrants (6) A total of 2,660,000 Series S Warrants were initially issued on July 3, 2017 in connection with the Note and Security Purchase Agreement with Scopia Holdings LLC. See Note 12, Note and Securities Purchase Agreement, Senior Secured Note, and Series S Warrants Stockholders’ Equity and Common Stock Purchase Warrants (7) The 1,048,288 shares of Series B Convertible Preferred Stock issued and outstanding as of September 30, 2018, if converted at the election of the holder, would result in a corresponding number of additional outstanding shares of common stock of the Company. See Note 13, Preferred Stock (8) As of September 30, 2018, there were no shares of Series A-1 Convertible Preferred Stock nor Series A-1 Warrants issued and outstanding, as a result of being exchanged-upon-issue on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer. As of September 30, 2017, the 125,000 shares of Series A-1 Convertible Preferred Stock issued and outstanding, if-converted, would have resulted in the issue of 125,000 shares of common stock of the Company, resulting from a common stock conversion factor equal to a numerator of $4.00 and a $4.00 denominator. See Note 11, Financial Instrume Fair Value Measurements Preferred Stock Common Stock and Common Stock Purchase Warrants (9) As of September 30, 2018, there were no shares of Series A Convertible Preferred Stock nor Series A Warrants issued and outstanding, as a result of being exchanged-upon-issue on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer. As of September 30, 2017, the 422,838 shares of Series A Convertible Preferred Stock issued and outstanding, if-converted, would have resulted in the issue of 508,422 shares of common stock of the Company, resulting from a common stock conversion factor equal to a numerator of $6.00 and a $4.99 denominator. See Note 11, Financial Instrume Fair Value Measurements Preferred Stock Common Stock and Common Stock Purchase Warrants |
The Company and Description o_2
The Company and Description of the Business (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Apr. 28, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | |
Organization And Plan Of Business Operations [Line Items] | |||
Net proceeds from initial public offering | $ 4,388,099 | ||
IPO [Member] | |||
Organization And Plan Of Business Operations [Line Items] | |||
Net proceeds from initial public offering net of selling agent discounts and commissions, offering expenses | $ 4,200,000 | ||
Number of shares issued | 1,060,000 | ||
Offering price per unit | $ 5 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Integer | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Number of operating segments | Integer | 1 | ||||
Net loss attributable to common stockholders | $ 3,311,124 | $ 5,370,313 | $ 11,854,787 | $ 10,707,819 | |
Net cash flows used in operating activities | 5,768,637 | $ 5,021,134 | |||
Accumulated deficit | 30,096,200 | 30,096,200 | $ 17,907,611 | ||
Working capital | 1,399,982 | $ 1,399,982 | |||
Depreciation method | Straight-line method | ||||
Income tax likelihood percentage | Greater than 50% likelihood | ||||
Senior Secured Notes [Member] | |||||
Principal balance of debt | $ 5,383,112 | $ 5,383,112 | |||
Debt maturity date | Jun. 30, 2019 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Useful Lives of Equipment (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Research and Development Equipment [Member] | |
Accounting Policies [Line Items] | |
Useful lives of equipment | 5 years |
Computer Equipment [Member] | |
Accounting Policies [Line Items] | |
Useful lives of equipment | 3 years |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Security deposits | $ 14,250 | $ 14,250 |
Prepaid insurance | 138 | 33,175 |
Advanced payments to suppliers | 105,592 | 41,042 |
Total prepaid expenses and other current assets | $ 119,980 | $ 88,467 |
Equipment, Net (Details Narrati
Equipment, Net (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Depreciation expense | $ 2,639 | $ 6,244 | $ 6,244 | $ 5,307 | |
Accounts payable | 1,638,262 | 1,638,262 | $ 863,465 | ||
Research and Development Equipment [Member] | |||||
Accounts payable | $ 3,260 | $ 3,260 |
Equipment, Net - Schedule of Eq
Equipment, Net - Schedule of Equipment, Net (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | $ 53,818 | $ 27,094 |
Less: accumulated depreciation | (17,147) | (10,903) |
Equipment, net | 36,671 | 16,191 |
Research and Development Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | 40,380 | 13,656 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | $ 13,438 | $ 13,438 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accrued Expenses [Line Items] | ||
Payment of reduced salary | $ 4,200 | |
Non Executive Officer [Member] | ||
Accrued Expenses [Line Items] | ||
Accounts payable, related parties | $ 5,000 | $ 10,000 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accrued Liabilities [Abstract] | ||
Bonus | $ 171,553 | $ 459,451 |
Payroll | 145,937 | 125,088 |
Vacation | 71,270 | 28,722 |
EsoCheck License Agreement fee | 222,553 | |
Fees - board of directors | 71,667 | 82,500 |
Operating expenses | 55,311 | 11,203 |
Total accrued expenses and other current liabilities | $ 738,291 | $ 706,964 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Income tax examination description | On December 22, 2017, the commonly referred to “Tax Cuts and Jobs Act of 2017” (Public Law No. 115-97), was enacted. The Tax Cuts and Jobs Act is a comprehensive revision to federal tax law which makes broad and complex changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21% | |||||
Income tax expense | ||||||
Tax Cuts and Jobs Act [Member] | ||||||
Revised U.S. corporate federal income tax rate | 21.00% | |||||
Recognized impact of deferred tax rate, description | The Tax Cuts and Jobs Act of 2017 impact on the tax provision of the Company for year ending December 31, 2017, resulted in the Company recognizing the provisional impact of the revaluation of deferred tax assets and deferred tax liabilities to 21% from 35%, resulting in an estimated $1.6 million tax expense, which was fully offset by a credit in the same amount resulting from the corresponding change in the valuation allowance applied to the net deferred tax assets. | |||||
Income tax expense | $ 1,600,000 |
Agreement Related to Intellectu
Agreement Related to Intellectual Property Right (Details Narrative) | May 12, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Nov. 30, 2016USD ($) |
Lucid Diagnostics Inc [Member] | |||||||
Shares of common stock percentage | 81.875% | 81.875% | |||||
Contract Development and Manufacturing Organization [Member] | |||||||
Number of units to purchase order | $ / shares | 5,000 | ||||||
Payment to third-party | $ 50,000 | ||||||
EsoCheck License Agreement[Member] | Research and Development Expense [Member] | |||||||
Patent fees | $ 10,877 | ||||||
EsoCheck License Agreement[Member] | Lucid Diagnostics Inc [Member] | |||||||
Reimbursement amount | $ 273,000 | ||||||
Initial payment of intellectual property | $ 50,000 | ||||||
Description of intellectual property payment | Required future quarterly payments of $50,000 until such fee is paid-in-full, provided, however, the commencement of such quarterly payments is subject to Lucid Diagnostics Inc. consummation of a bona fide financing with an unrelated third-party in excess of $500,000. | ||||||
Description of equity interest percentage | The right, in its sole discretion, to require the Company to transfer to CWRU a percentage, varying up to 100%, of the shares of common stock of Lucid Diagnostics Inc. | ||||||
Shares of common stock percentage | 100.00% | ||||||
Consulting Agreements [Member] | 2014 Long-Term Incentive Plan [Member] | Parent Company [Member] | |||||||
Purchase shares of common stock | shares | 25,000 | ||||||
Exercise price per share of common stock | $ / shares | $ 1.59 | ||||||
Consulting Agreements [Member] | Lucid Diagnostics Inc [Member] | 2018 Long-Term Incentive Equity Plan [Member] | |||||||
Purchase shares of common stock | shares | 100,000 | ||||||
Exercise price per share of common stock | $ / shares | $ 0.50 | ||||||
Consulting Agreements [Member] | Contract Development and Manufacturing Organization [Member] | |||||||
Purchase shares of common stock | shares | 75,000 | ||||||
Exercise price per share of common stock | $ / shares | $ 1 | ||||||
Tufts Patent License Agreement [Member] | |||||||
Non-refundable fees | $ 50,000 | ||||||
Tufts Patent License Agreement [Member] | Research and Development Expense [Member] | |||||||
Patent fees | $ 34,578 | $ 21,945 | $ 96,291 | $ 42,496 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 01, 2015 | Apr. 30, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 28, 2016 |
Related Party Transaction [Line Items] | |||||||||||||||
General and administrative expenses | $ 1,397,500 | $ 1,263,122 | $ 4,369,323 | $ 4,082,366 | |||||||||||
Management Services Agreement [Member] | HCP/Advisors LLC [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Fees incurred | $ 35,000 | $ 75,000 | 75,000 | 225,000 | 225,000 | ||||||||||
Management Services Agreement [Member] | HCP/Advisors LLC [Member] | October 31, 2018 [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Monthly fees | $ 25,000 | ||||||||||||||
Management Consulting Agreement [Member] | HCFP/Strategy Advisors LLC [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Monthly fees | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | |||||||||||
Lease expiration date | May 14, 2017 | ||||||||||||||
Term of agreement | 5 months | ||||||||||||||
Total fee payments | $ 110,000 | ||||||||||||||
Agreement fee paid upon execution | $ 30,000 | ||||||||||||||
Estimated accrued expense liability | $ 10,000 | $ 10,000 | |||||||||||||
Consulting Agreement [Member] | HCFP/Strategy Advisors LLC [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Fees incurred | $ 10,000 | ||||||||||||||
General and administrative expenses | $ 0 | $ 80,000 | |||||||||||||
Consulting Agreement [Member] | HCFP/Strategy Advisors LLC [Member] | Patrick Glennon [Member] | December 31, 2016 Through September 30, 2019 [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock options to purchase of common stock shares | 20,000 | ||||||||||||||
Exercise price | $ 9.50 | ||||||||||||||
Placement Agent Agreement [Member] | Xzerta Trading LLC [Member] | Series A Preferred Stock Units [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Total fee payments | $ 177,576 | ||||||||||||||
Percentage of fee incurred | 7.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jul. 02, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Former Financial Advisor [Member] | |||||
Seeking monetary damages value | $ 125,400 | ||||
Chief Executive Officer [Member] | Employment Agreement [Member] | |||||
Agreement expire date | Dec. 31, 2019 | ||||
Percentage of base salary | 150.00% | 150.00% | |||
Chief Financial Officer [Member] | Employment Agreement [Member] | |||||
Agreement expire date | Mar. 20, 2019 | ||||
Percentage of base salary | 100.00% | 100.00% | |||
Chief Medical Officer [Member] | Employment Agreement [Member] | |||||
Agreement expire date | Jun. 30, 2021 | ||||
Percentage of base salary | 100.00% | 100.00% | |||
Lease Agreement [Member] | |||||
Percentage of increase in monthly rent | 5.00% | ||||
Description monthly lease payment | Month-to-month basis, with a 5% per annum increase in the monthly lease payment effective February 1 of each year, and the lease agreement may be cancelled with three months written notice. | ||||
Rent expense | $ 31,421 | $ 33,863 | $ 93,765 | $ 117,351 | |
Lease Agreement [Member] | October 1, 2018 to September 30, 2019 [Member] | |||||
Future minimum lease payments | $ 129,874 | $ 129,874 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2018 | Jun. 30, 2018 | May 31, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ 324,473 | $ 272,301 | $ 899,649 | $ 799,281 | |||||||
2014 Long Term Incentive Equity Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average remaining contractual term of stock options outstanding | 8 years 6 months | ||||||||||
Weighted average remaining contractual term of stock options vested and exercisable | 7 years 10 months 25 days | ||||||||||
Number of options granted | 1,535,324 | 250,000 | 250,854 | ||||||||
Contractual term of stock options | 10 years | ||||||||||
Exercise price per share | $ 2.04 | ||||||||||
Number of stock options forfeited | 195,108 | ||||||||||
Number of common stock authorized | 5,951,081 | 5,951,081 | |||||||||
Shares of common stock available for grant of stock options | 3,174,795 | 3,174,795 | |||||||||
Total unrecognized stock-based compensation expense | $ 1,700,000 | $ 1,700,000 | |||||||||
Period for recognition of unrecognized compensation expense | 1 year 6 months | ||||||||||
2014 Long Term Incentive Equity Plan [Member] | October 1, 2018 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of common stock authorized | 3,000,000 | 3,000,000 | |||||||||
2014 Long Term Incentive Equity Plan [Member] | EsoCheck Technology [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 75,000 | ||||||||||
Vesting portion of stock options | Quarterly basis | ||||||||||
Vesting period of stock options | 3 years | ||||||||||
2014 Long Term Incentive Equity Plan [Member] | Lucid Diagnostics Inc [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ 5,329 | $ 8,962 | |||||||||
2014 Long Term Incentive Equity Plan [Member] | VP Technology and Product Development [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 175,000 | ||||||||||
Exercise price per share | $ 2.96 | ||||||||||
Vesting portion of stock options | Quarterly basis | ||||||||||
Vesting period of stock options | 3 years | ||||||||||
2014 Long Term Incentive Equity Plan [Member] | Non-Executive Board of Directors [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 500,000 | ||||||||||
Exercise price per share | $ 2.01 | ||||||||||
Vesting portion of stock options | Quarterly basis | ||||||||||
Vesting period of stock options | 3 years | ||||||||||
2014 Long Term Incentive Equity Plan [Member] | Employees [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 590,216 | ||||||||||
Exercise price per share | $ 2.01 | ||||||||||
2014 Long Term Incentive Equity Plan [Member] | One Non-Employee [Member] | EsoCheck Technology [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 25,000 | ||||||||||
Exercise price per share | $ 1.59 | ||||||||||
2014 Long Term Incentive Equity Plan [Member] | Two Non-Employee [Member] | EsoCheck Technology [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 25,000 | ||||||||||
Exercise price per share | $ 1.59 | ||||||||||
2014 Long Term Incentive Equity Plan [Member] | Three Non-Employee [Member] | EsoCheck Technology [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 25,000 | ||||||||||
Exercise price per share | $ 1.59 | ||||||||||
2014 Long Term Incentive Equity Plan [Member] | Chief Commercial Officer [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 195,108 | ||||||||||
Exercise price per share | $ 1.58 | ||||||||||
Vesting portion of stock options | Quarterly basis | ||||||||||
Vesting period of stock options | 3 years | ||||||||||
2014 Long Term Incentive Equity Plan [Member] | Board of Directors [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of stock options forfeited | 195,108 | ||||||||||
2014 Long Term Incentive Equity Plan [Member] | Employees and Members of Board of Directors [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average fair value of stock options | $ 1.22 | $ 1.57 | |||||||||
2014 Long Term Incentive Equity Plan [Member] | Non-employees [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average fair value of stock options | $ 2.07 | $ 4.32 | |||||||||
2018 Stock Plan [Member] | Lucid Diagnostics Inc [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average remaining contractual term of stock options outstanding | 9 years 7 months 6 days | ||||||||||
Number of options granted | 375,000 | ||||||||||
Contractual term of stock options | 10 years | ||||||||||
Exercise price per share | $ 0.60 | ||||||||||
Number of stock options forfeited | |||||||||||
Number of common stock authorized | 2,000,000 | 2,000,000 | |||||||||
Shares of common stock available for grant of stock options | 1,625,000 | 1,625,000 | |||||||||
Total unrecognized stock-based compensation expense | $ 100,000 | $ 100,000 | |||||||||
Period for recognition of unrecognized compensation expense | 2 years 7 months 6 days | ||||||||||
Expected dividend yield | $ 0 | ||||||||||
2018 Stock Plan [Member] | Contract Development and Manufacturing Organization [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 75,000 | ||||||||||
Exercise price per share | $ 1 | ||||||||||
Vesting portion of stock options | Quarterly basis | ||||||||||
Vesting period of stock options | 3 years | ||||||||||
2018 Stock Plan [Member] | Three Non-Employee [Member] | EsoCheck Technology [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 100,000 | ||||||||||
Exercise price per share | $ 0.50 | ||||||||||
Vesting portion of stock options | Quarterly basis | ||||||||||
Vesting period of stock options | 3 years | ||||||||||
2018 Long Term Incentive Equity Plan [Member] | Lucid Diagnostics Inc [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ 12,973 | $ 21,250 | |||||||||
2018 Long Term Incentive Equity Plan [Member] | Non-employees [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average fair value of stock options | $ 0.40 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Summarizes Information About Stock Options (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
2014 Long Term Incentive Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Stock Options Outstanding, Beginning Balance | 1,936,924 | |||
Number of Stock Options, Granted | 1,535,324 | 250,000 | 250,854 | |
Number of Stock Option, Exercised | ||||
Number of Stock Option, Forfeited | (195,108) | |||
Number of Stock Options Outstanding, Ending Balance | 3,277,140 | 1,936,924 | ||
Number of Stock Options Vested and exercisable | 1,620,310 | |||
Number of Stock Options Unvested | 1,656,830 | |||
Weighted-Average Exercise Price, Beginning | $ 5.19 | |||
Weighted-Average Exercise Price, Granted | 2.04 | |||
Weighted-Average Exercise Price, Exercised | ||||
Weighted-Average Exercise Price, Forfeited | 5 | |||
Weighted-Average Exercise Price, Ending Balance | 3.72 | $ 5.19 | ||
Weighted-Average Exercise Price, Vested and exercisable | 4.52 | |||
Weighted-Average Exercise Price, Unvested | $ 2.95 | |||
Aggregate Intrinsic Value Outstanding | [1] | |||
Aggregate Intrinsic Value Vested and exercisable | [1] | |||
Aggregate Intrinsic Value Unvested | [1] | |||
2018 Stock Plan [Member] | Lucid Diagnostics Inc [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Stock Options Outstanding, Beginning Balance | ||||
Number of Stock Options, Granted | 375,000 | |||
Number of Stock Option, Exercised | ||||
Number of Stock Option, Forfeited | ||||
Number of Stock Options Outstanding, Ending Balance | 375,000 | |||
Number of Stock Options Vested and exercisable | 56,250 | |||
Number of Stock Options Unvested | 318,750 | |||
Weighted-Average Exercise Price, Beginning | ||||
Weighted-Average Exercise Price, Granted | 0.60 | |||
Weighted-Average Exercise Price, Exercised | ||||
Weighted-Average Exercise Price, Ending Balance | 0.60 | |||
Weighted-Average Exercise Price, Vested and exercisable | 0.56 | |||
Weighted-Average Exercise Price, Unvested | $ 0.61 | |||
[1] | The aggregate intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on September 30, 2018 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock-Based Compensation Awards Granted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 324,473 | $ 272,301 | $ 899,649 | $ 799,281 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 247,818 | 241,401 | 701,174 | 707,588 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 76,655 | $ 30,900 | $ 198,475 | $ 91,693 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.10% | 1.50% |
Expected term of stock options (in years) | 5 years 9 months 18 days | 5 years 9 months 18 days |
Expected stock price volatility | 50.00% | 50.00% |
Expected dividend yield | 0.00% | 0.00% |
Non Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.70% | 2.20% |
Expected term of stock options (in years) | 8 years 9 months 18 days | 9 years |
Expected stock price volatility | 60.00% | 60.00% |
Expected dividend yield | 0.00% | 0.00% |
Non Employee Stock Option [Member] | Lucid Diagnostics Inc [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 3.00% | |
Expected term of stock options (in years) | 9 years 8 months 12 days | |
Expected stock price volatility | 66.00% | |
Expected dividend yield | 0.00% |
Financial Instruments Fair Va_3
Financial Instruments Fair Value Measurements (Details Narrative) - USD ($) | Aug. 22, 2018 | Apr. 05, 2018 | Mar. 15, 2018 | Nov. 17, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jul. 31, 2018 |
Change in fair value - Series A Warrants derivative liability | $ 2,215,671 | $ 96,480 | $ 680,851 | |||||||
Change in fair value of series A convertible preferred stock conversion option derivative liability | (583,517) | 64,913 | (76,150) | $ 643,318 | ||||||
Common stock issued upon conversion of series convertible preferred stock | 27,335 | |||||||||
Deemed dividend series A-1 convertible preferred stock issued in the series a exchange offer | $ 504,007 | |||||||||
Series a exchange offer | $ 1,686,175 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Warrants exchanged | (18,334) | |||||||||
Common stock issued upon conversion of series convertible preferred stock | ||||||||||
Series a exchange offer, shares | (154,837) | |||||||||
Series a exchange offer | ||||||||||
Temporary equity carrying value | $ 0 | |||||||||
Series A Convertible Preferred Stock [Member] | Extinguishment of Debt [Member] | ||||||||||
Warrants exchanged | 249,667 | |||||||||
Series a exchange offer, shares | 154,837 | |||||||||
Series A Warrants [Member] | ||||||||||
Change in fair value - Series A Warrants derivative liability | $ (246,561) | $ (246,561) | $ (1,942,501) | |||||||
Warrants exchanged | ||||||||||
Fair value derivative liability | $ 857,603 | $ 857,603 | ||||||||
Series a exchange offer, shares | (268,001) | (154,837) | ||||||||
Series a exchange offer | $ (514,562) | $ (1,347,082) | ||||||||
Series A Warrants [Member] | Extinguishment of Debt [Member] | ||||||||||
Warrants exchanged | 499,334 | |||||||||
Series a exchange offer, shares | 154,837 | |||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Warrants exchanged | (33,325) | |||||||||
Convertible preferred stock, shares issued upon conversion | 33,325 | |||||||||
Common stock issued upon conversion of series convertible preferred stock | $ (58,319) | |||||||||
Series a exchange offer, shares | ||||||||||
Series a exchange offer | ||||||||||
Series B Convertible Preferred Stock [Member] | Series Z Warrants Issued Upon Exchange of Series A Warrants [Member] | ||||||||||
Convertible preferred stock, shares issued upon conversion | 499,334 | |||||||||
Series B Convertible Preferred Stock [Member] | Extinguishment of Debt [Member] | ||||||||||
Warrants exchanged | 268,001 | |||||||||
Series A-1 Convertible Preferred Stock [Member] | ||||||||||
Warrants exchanged | ||||||||||
Common stock issued upon conversion of series convertible preferred stock | ||||||||||
Series a exchange offer, shares | 232,259 | |||||||||
Series a exchange offer | $ 843,100 | |||||||||
Series A-1 Convertible Preferred Stock [Member] | Extinguishment of Debt [Member] | ||||||||||
Series a exchange offer, shares | 232,259 | |||||||||
Series Z Warrants [Member] | ||||||||||
Change in fair value - Series A Warrants derivative liability | $ 1,060 | $ 3,304,377 | ||||||||
Series Z Warrants [Member] | Extinguishment of Debt [Member] | ||||||||||
Warrants exchanged | 1,340,005 | |||||||||
Series A-1 Warrants [Member] | ||||||||||
Change in fair value - Series A Warrants derivative liability | $ 310,450 | |||||||||
Series A-1 Warrants [Member] | Extinguishment of Debt [Member] | ||||||||||
Series a exchange offer, shares | 154,837 | |||||||||
Series A Convertible Preferred Stock Converted to Shares of Common Stock [Member] | Series Z Warrants Issued Upon Exchange of Series A Warrants [Member] | ||||||||||
Convertible preferred stock, shares issued upon conversion | 249,667 | |||||||||
Series A Warrants [Member] | ||||||||||
Change in fair value - Series A Warrants derivative liability | $ 246,561 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Warrants exchanged | 18,334 | |||||||||
Common stock issued upon conversion of series convertible preferred stock | ||||||||||
Series a exchange offer, shares | 154,837 | (249,667) | (154,837) | |||||||
Series A & A-1 Convertible Preferred Stock [Member] | ||||||||||
Series a exchange offer, shares | 232,259 | |||||||||
Series a exchange offer | $ 843,100 | |||||||||
March 15, 2018 Exchange Date [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||
Change in fair value - Series A Warrants derivative liability | $ 246,551 | |||||||||
Warrants exchanged | 249,667 | |||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 147,304 | |||||||||
Deemed dividend series A-1 convertible preferred stock issued in the series a exchange offer | $ 726,531 | |||||||||
March 15, 2018 Exchange Date [Member] | Series A Warrants [Member] | ||||||||||
Warrants exchanged | 268,001 | |||||||||
Income in derivative liability | $ 246,561 | |||||||||
Fair value derivative liability | $ 514,562 | |||||||||
Number warrants were exchanged | 268,001 | |||||||||
March 15, 2018 Exchange Date [Member] | Series A and Series A-1 Exchange Offer - Series B Convertible Preferred Stock and Series Z Warrants [Member] | ||||||||||
Exchange offer description | On March 15, 2018, the "Series A and Series A-1 Exchange Offer" was completed, wherein, with respect to Series A Convertible Preferred Stock and Series A Warrants, two shares of Series B Convertible Preferred Stock were issued-upon-exchange of one share of Series A Convertible Preferred Stock, and five Series Z Warrants were issued-upon-exchange of one Series A Warrant; and, additionally, with respect to Series A-1 Convertible Preferred Stock and Series A-1 Warrants, 1.33 shares of Series B Convertible Preferred Stock were issued-upon-exchange of one share of Series A-1 Convertible Preferred Stock, and five Series Z Warrants were issued-upon-exchange of one Series A-1 Warrant. Collectively, such exchanges are referred to as the "Series A and Series A-1 Exchange Offer" and the "March 15, 2018 Exchange Date". | |||||||||
March 15, 2018 Exchange Date [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||
Warrants exchanged | 975,568 | |||||||||
Convertible preferred stock, shares issued upon conversion | 499,334 | |||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 873,835 | |||||||||
March 15, 2018 Exchange Date [Member] | Series B Convertible Preferred Stock [Member] | Extinguishment of Debt [Member] | ||||||||||
Warrants exchanged | 476,234 | |||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 833,410 | |||||||||
March 15, 2018 Exchange Date [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||||||||
Warrants exchanged | 357,259 | |||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 199,241 | |||||||||
March 15, 2018 Exchange Date [Member] | Series Z Warrants [Member] | ||||||||||
Change in fair value of series A convertible preferred stock conversion option derivative liability | $ 857,603 | |||||||||
Warrants exchanged | 2,739,190 | |||||||||
Number of warrants issued | 1,340,005 | |||||||||
Fair value derivative liability | $ 514,562 | |||||||||
Derivative Liability | $ 343,041 | |||||||||
March 15, 2018 Exchange Date [Member] | Series Z Warrants [Member] | Extinguishment of Debt [Member] | ||||||||||
Warrants exchanged | 1,399,185 | |||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 349,796 | |||||||||
March 15, 2018 Exchange Date [Member] | Series A and Series A-1 Exchange Offer [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||||||||
Warrants exchanged | 357,259 | |||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 1,032,650 | |||||||||
March 15, 2018 Exchange Date [Member] | Series A and Series A-1 Exchange Offer [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||
Warrants exchanged | 476,234 | |||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 833,410 | |||||||||
March 15, 2018 Exchange Date [Member] | Series A and Series A-1 Exchange Offer [Member] | Series Z Warrants [Member] | ||||||||||
Warrants exchanged | 1,399,185 | |||||||||
March 15, 2018 Exchange Date [Member] | Series A and Series A-1 Exchange Offer [Member] | Series A-1 Warrants [Member] | ||||||||||
Warrants exchanged | 279,837 | |||||||||
March 15, 2018 Exchange Date [Member] | Series A-1 Warrants [Member] | Extinguishment of Debt [Member] | ||||||||||
Warrants exchanged | 279,837 | |||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 545,682 | |||||||||
March 15, 2018 Exchange Date [Member] | Series A Warrants [Member] | ||||||||||
Change in fair value - Series A Warrants derivative liability | $ 96,480 | |||||||||
March 15, 2018 Exchange Date [Member] | Series Z Warrants One [Member] | Extinguishment of Debt [Member] | ||||||||||
Warrants exchanged | 1,399,185 | |||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 895,478 | |||||||||
Number warrants were exchanged | 279,837 | |||||||||
March 15, 2018 Exchange Date [Member] | Series A-1 Warrants exchanged for Series Z Warrants [Member] | ||||||||||
Warrants exchanged | 279,837 | |||||||||
Number warrants were exchanged | 1,399,185 | |||||||||
November 17, 2017 Exchange Date [Member] | ||||||||||
Exchange offer description | On November 17, 2017, the “Series A Exchange Offer” was completed, wherein, 1.5 shares of Series A-1 Convertible Preferred Stock were issued-upon-exchange of one share of Series A Convertible Preferred Stock, and one Series A-1 Warrant was issued-upon-exchange of one Series A Warrant, with such exchanges referred to as the “Series A Exchange Offer” and the “November 17, 2017 Exchange Date”. The Series A Exchange Offer was offered to all 28 holders and accepted by 13 holders of the Series A Convertible Preferred Stock and Warrants. | |||||||||
November 17, 2017 Exchange Date [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||
Series a exchange offer, shares | 154,837 | |||||||||
Series a exchange offer | $ 339,093 | |||||||||
November 17, 2017 Exchange Date [Member] | Series A Warrants [Member] | ||||||||||
Series a exchange offer, shares | 154,837 | |||||||||
November 17, 2017 Exchange Date [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||||||||
Series a exchange offer, shares | 232,259 | |||||||||
November 17, 2017 Exchange Date [Member] | Series A-1 Warrants [Member] | ||||||||||
Series a exchange offer, shares | 154,837 | |||||||||
Series a exchange offer | $ 1,347,082 |
Financial Instruments Fair Va_4
Financial Instruments Fair Value Measurements - Schedule of Financial Liabilities Measured at Fair Value On Recurring Basis (Details) - USD ($) | Sep. 30, 2018 | Mar. 15, 2018 | [3] | Dec. 31, 2017 | Dec. 31, 2016 | |||
Fair value of derivative liability | [1] | [2] | $ 973,340 | |||||
Series A Warrants [Member] | ||||||||
Fair value of derivative liability | [1],[2] | 761,123 | [1] | |||||
Series A Convertible Preferred Stock Conversion Option [Member] | ||||||||
Fair value of derivative liability | [1],[2] | $ 147,304 | 212,217 | [1] | ||||
Fair Value, Inputs, Level 1 [Member] | ||||||||
Fair value of derivative liability | [1] | [2] | ||||||
Fair Value, Inputs, Level 1 [Member] | Series A Warrants [Member] | ||||||||
Fair value of derivative liability | [1] | [2] | ||||||
Fair Value, Inputs, Level 1 [Member] | Series A Convertible Preferred Stock Conversion Option [Member] | ||||||||
Fair value of derivative liability | [1],[2] | |||||||
Fair Value, Inputs, Level 1 [Member] | Series A Convertible Preferred Stock Conversion Option [Member] | ||||||||
Fair value of derivative liability | [1] | |||||||
Fair Value, Inputs, Level 2 [Member] | ||||||||
Fair value of derivative liability | [1] | [2] | ||||||
Fair Value, Inputs, Level 2 [Member] | Series A Warrants [Member] | ||||||||
Fair value of derivative liability | [1] | [2] | ||||||
Fair Value, Inputs, Level 2 [Member] | Series A Convertible Preferred Stock Conversion Option [Member] | ||||||||
Fair value of derivative liability | [1] | [2] | ||||||
Fair Value, Inputs, Level 3 [Member] | ||||||||
Fair value of derivative liability | [1] | [2] | 973,340 | |||||
Fair Value, Inputs, Level 3 [Member] | Series A Warrants [Member] | ||||||||
Fair value of derivative liability | [1] | [2] | 761,123 | |||||
Fair Value, Inputs, Level 3 [Member] | Series A Convertible Preferred Stock Conversion Option [Member] | ||||||||
Fair value of derivative liability | [1] | [2] | $ 212,217 | |||||
[1] | As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. | |||||||
[2] | The Series A Warrants derivative liability and the Series A-1 Convertible Preferred Stock conversion option derivative liability were fully extinguished-upon-exchange on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, as discussed herein below. | |||||||
[3] | As the Series A Warrants and shares of Series A Convertible Preferred Stock were each fully exchanged on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, the final estimated fair value of each respective derivative liability was as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer discussed below. |
Financial Instruments Fair Va_5
Financial Instruments Fair Value Measurements - Schedule of Series A Convertible Preferred Stock Conversion Option Embedded Derivative and Warrants Liability (Details) - USD ($) | Mar. 15, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |||||
Balance at Beginning | [1] | $ 973,340 | |||||||||
Calculated aggregate estimated fair value | $ 2,215,671 | 96,480 | $ 680,851 | ||||||||
Series A and Series A-1 Exchange Offer | $ 1,686,175 | ||||||||||
Balance at Ending | [1] | [2] | [2] | 973,340 | |||||||
Series A Warrants [Member] | |||||||||||
Balance at Beginning | 761,123 | [1] | |||||||||
Initial fair value on dates of issuance | 4,050,706 | ||||||||||
Calculated aggregate estimated fair value | $ (246,561) | (246,561) | (1,942,501) | ||||||||
Conversion of Series A Convertible Preferred Stock | |||||||||||
Series A and Series A-1 Exchange Offer | (514,562) | (1,347,082) | |||||||||
Balance at Ending | [1] | [2] | [2] | 761,123 | |||||||
Series A Convertible Preferred Stock Conversion Option [Member] | |||||||||||
Balance at Beginning | 212,217 | [1] | |||||||||
Initial fair value on dates of issuance | 1,221,963 | ||||||||||
Calculated aggregate estimated fair value | (64,913) | (643,318) | |||||||||
Conversion of Series A Convertible Preferred Stock | (27,335) | ||||||||||
Series A and Series A-1 Exchange Offer | (147,304) | (339,093) | |||||||||
Balance at Ending | $ 147,304 | [3] | [1],[2] | [1],[2] | $ 212,217 | [1] | |||||
[1] | As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. | ||||||||||
[2] | The Series A Warrants derivative liability and the Series A-1 Convertible Preferred Stock conversion option derivative liability were fully extinguished-upon-exchange on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, as discussed herein below. | ||||||||||
[3] | As the Series A Warrants and shares of Series A Convertible Preferred Stock were each fully exchanged on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, the final estimated fair value of each respective derivative liability was as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer discussed below. |
Financial Instruments Fair Va_6
Financial Instruments Fair Value Measurements - Schedule of Series A Convertible Preferred Stock and Warrants Issued and Outstanding (Details) - shares | Nov. 17, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Series A Warrants [Member] | |||
Issued and Outstanding Beginning Balance | 268,001 | ||
Issued in Series A Preferred Stock Units private placement | 422,838 | ||
Series A convertible preferred stock converted to shares of common stock, shares | |||
Series A and Series A-1 Exchange Offer | (268,001) | (154,837) | |
Issued and Outstanding Ending Balance | 268,001 | ||
Series A Convertible Preferred Stock [Member] | |||
Issued and Outstanding Beginning Balance | 249,667 | ||
Issued in Series A Preferred Stock Units private placement | 422,838 | ||
Series A convertible preferred stock converted to shares of common stock, shares | 18,334 | ||
Series A and Series A-1 Exchange Offer | 154,837 | (249,667) | (154,837) |
Issued and Outstanding Ending Balance | 249,667 |
Financial Instruments Fair Va_7
Financial Instruments Fair Value Measurements - Schedule of Series A Warrant and Convertible Preferred Stock Conversion Option (Details) - USD ($) | Mar. 15, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2016 | ||||
Calculated aggregate fair value | [1] | $ 973,340 | [2] | |||||
Exercise price per share | $ 5 | |||||||
Series A Warrants [Member] | ||||||||
Calculated aggregate fair value | $ 514,562 | [3] | $ 761,123 | |||||
Number of warrants outstanding | 268,001 | [3] | 268,001 | |||||
Value of common stock | $ 1.70 | [3] | $ 2.29 | |||||
Exercise price per share | $ 6.61 | [3] | $ 6.61 | |||||
Series A Warrants [Member] | Measurement Input, Expected Term [Member] | ||||||||
Expected term (years) | 6 years 1 month 6 days | [3] | 6 years 3 months 19 days | |||||
Series A Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||||
Fair value assumption, percentage | 59.00% | [3] | 55.00% | |||||
Series A Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Fair value assumption, percentage | 2.70% | [3] | 2.20% | |||||
Series A Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||
Fair value assumption, percentage | [3] | 0.00% | 0.00% | |||||
Series X Warrants [Member] | ||||||||
Exercise price per share | $ 6 | [3] | $ 6 | |||||
Series A Convertible Preferred Stock Conversion Option [Member] | ||||||||
Calculated aggregate fair value | $ 147,304 | [3] | $ 212,217 | [1] | [1],[2] | |||
Series A Convertible Preferred Stock shares | 249,667 | [3] | 249,667 | |||||
Value of common stock | $ 1.70 | [3] | $ 2.29 | |||||
Common stock exchange factor numerator | 6 | [3] | 6 | |||||
Common stock exchange factor denominator | $ 4.97 | [3] | $ 4.97 | |||||
Series A Convertible Preferred Stock Conversion Option [Member] | Measurement Input, Expected Term [Member] | ||||||||
Expected term (years) | 6 years 1 month 6 days | [3] | 4 years 11 months 19 days | |||||
Series A Convertible Preferred Stock Conversion Option [Member] | Measurement Input, Price Volatility [Member] | ||||||||
Fair value assumption, percentage | 59.00% | [3] | 55.00% | |||||
Series A Convertible Preferred Stock Conversion Option [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Fair value assumption, percentage | 2.70% | [3] | 2.20% | |||||
Series A Convertible Preferred Stock Conversion Option [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||
Fair value assumption, percentage | 0.00% | [3] | 0.00% | |||||
[1] | As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. | |||||||
[2] | The Series A Warrants derivative liability and the Series A-1 Convertible Preferred Stock conversion option derivative liability were fully extinguished-upon-exchange on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, as discussed herein below. | |||||||
[3] | As the Series A Warrants and shares of Series A Convertible Preferred Stock were each fully exchanged on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, the final estimated fair value of each respective derivative liability was as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer discussed below. |
Financial Instruments Fair Va_8
Financial Instruments Fair Value Measurements - Schedule of Deemed Dividend Charged to Accumulated Deficit (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Series A & Series A-1 Exchange Offer March 15, 2018 Exchange Date [Member] | |
Fair value - shares of Series B Convertible Preferred Stock issued-upon-exchange | $ 873,835 |
Less: Fair value - Series A Convertible Preferred Stock conversion option derivative liability extinguished-upon-exchange | 147,304 |
Less: Carrying value - shares of Series A and A-1 Convertible Preferred Stock extinguished-upon-exchange | |
Deemed dividend charged to accumulated deficit | 726,531 |
Series A & Series A -1 Exchange Offer March 15,2018 Exchange Date [Member] | |
Fair value - shares of Series B Convertible Preferred Stock issued-upon-exchange | 833,410 |
Less: Fair value - Series A Convertible Preferred Stock conversion option derivative liability extinguished-upon-exchange | 1,032,650 |
Increase - additional paid-in capital | 199,241 |
Series A Exchange Offer November 17, 2017 Exchange Date [Member] | |
Less: Fair value - Series A Convertible Preferred Stock conversion option derivative liability extinguished-upon-exchange | 339,093 |
Less: Carrying value - shares of Series A and A-1 Convertible Preferred Stock extinguished-upon-exchange | |
Deemed dividend charged to accumulated deficit | 504,007 |
Fair value - shares of Series A-1 Convertible Preferred Stock issued-upon-exchange | $ 843,100 |
Financial Instruments Fair Va_9
Financial Instruments Fair Value Measurements - Schedule of Deemed Dividend Charged to Accumulated Deficit (Details) (Parenthetical) | Sep. 30, 2018shares |
Series A and A -1 Exchange Offer March 15, 2018 [Member] | |
Preferred stock shares issued | 499,334 |
Preferred stock shares exchanged | 249,667 |
Series A and A -1 Exchange Offer March 15, 2018 One [Member] | |
Preferred stock shares issued | 476,234 |
Preferred stock shares exchanged | 357,259 |
Series A Exchange Offer November 17, 2017 [Member] | |
Preferred stock shares issued | 232,259 |
Preferred stock shares exchanged | 154,837 |
Financial Instruments Fair V_10
Financial Instruments Fair Value Measurements - Schedule of Estimated Fair Value Assumptions Used in Convertible Preferred Stock (Details) - USD ($) | Mar. 15, 2018 | Nov. 17, 2017 | Dec. 31, 2017 | Sep. 30, 2018 | [2] | Apr. 05, 2018 | Dec. 31, 2016 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Aggregate fair value | [1] | $ 973,340 | ||||||||
Series B Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Aggregate fair value | $ 873,835 | |||||||||
Convertible Preferred Stock shares | 499,334 | |||||||||
Required rate of return | 27.00% | |||||||||
Common stock exchange factor numerator | $ 3 | |||||||||
Common stock exchange factor denominator | 3 | |||||||||
Value of common stock | $ 1.70 | |||||||||
Series B Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Term [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected term (years) | 6 years 1 month 6 days | |||||||||
Series B Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 59.00% | |||||||||
Series B Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 2.70% | |||||||||
Series B Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 0.00% | |||||||||
Series Z Warrants Issued Upon Exchange of Series A Warrants [Member] | March 15, 2018 Exchange Date [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Aggregate fair value | $ 857,603 | |||||||||
Convertible Preferred Stock shares | 1,340,005 | |||||||||
Required rate of return | 300.00% | |||||||||
Value of common stock | $ 1.70 | |||||||||
Series Z Warrants Issued Upon Exchange of Series A Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Term [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected term (years) | 6 years 1 month 6 days | |||||||||
Series Z Warrants Issued Upon Exchange of Series A Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 59.00% | |||||||||
Series Z Warrants Issued Upon Exchange of Series A Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 2.70% | |||||||||
Series Z Warrants Issued Upon Exchange of Series A Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 0.00% | |||||||||
Series B Convertible Preferred Stock Exchange upon Series A-1 Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Aggregate fair value | $ 833,410 | |||||||||
Convertible Preferred Stock shares | 476,234 | |||||||||
Required rate of return | 27.00% | |||||||||
Common stock exchange factor numerator | $ 3 | |||||||||
Common stock exchange factor denominator | 3 | |||||||||
Value of common stock | $ 1.70 | |||||||||
Series B Convertible Preferred Stock Exchange upon Series A-1 Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Term [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected term (years) | 6 years 1 month 6 days | |||||||||
Series B Convertible Preferred Stock Exchange upon Series A-1 Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 59.00% | |||||||||
Series B Convertible Preferred Stock Exchange upon Series A-1 Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 2.70% | |||||||||
Series B Convertible Preferred Stock Exchange upon Series A-1 Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 0.00% | |||||||||
Series Z Warrants Issued Upon Exchange of Series A-1 Warrants [Member] | March 15, 2018 Exchange Date [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Aggregate fair value | $ 895,478 | |||||||||
Convertible Preferred Stock shares | 1,399,185 | |||||||||
Required rate of return | 300.00% | |||||||||
Value of common stock | $ 1.70 | |||||||||
Series Z Warrants Issued Upon Exchange of Series A-1 Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Term [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected term (years) | 6 years 1 month 6 days | |||||||||
Series Z Warrants Issued Upon Exchange of Series A-1 Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 59.00% | |||||||||
Series Z Warrants Issued Upon Exchange of Series A-1 Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 2.70% | |||||||||
Series Z Warrants Issued Upon Exchange of Series A-1 Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 0.00% | |||||||||
Series A-1 Warrants exchanged for Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Aggregate fair value | $ 545,682 | |||||||||
Convertible Preferred Stock shares | 279,837 | |||||||||
Required rate of return | 667.00% | |||||||||
Value of common stock | $ 1.70 | |||||||||
Series A-1 Warrants exchanged for Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Term [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected term (years) | 3 years 10 months 25 days | |||||||||
Series A-1 Warrants exchanged for Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 67.00% | |||||||||
Series A-1 Warrants exchanged for Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 2.50% | |||||||||
Series A-1 Warrants exchanged for Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 0.00% | |||||||||
Series W Warrants [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Value of common stock | $ 1.66 | |||||||||
Series W Warrants [Member] | March 15, 2018 Exchange Date [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Convertible Preferred Stock shares | 1,399,185 | |||||||||
Required rate of return | 500.00% | |||||||||
Series A-1 Convertible Preferred Stock [Member] | November 17, 2017 Exchange Date [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Aggregate fair value | $ 843,100 | |||||||||
Convertible Preferred Stock shares | 232,259 | |||||||||
Required rate of return | 27.00% | |||||||||
Common stock exchange factor numerator | $ 4 | |||||||||
Common stock exchange factor denominator | 4 | |||||||||
Value of common stock | $ 4.33 | |||||||||
Series A-1 Convertible Preferred Stock [Member] | November 17, 2017 Exchange Date [Member] | Measurement Input, Expected Term [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected term (years) | 6 years 5 months 12 days | |||||||||
Series A-1 Convertible Preferred Stock [Member] | November 17, 2017 Exchange Date [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 53.00% | |||||||||
Series A-1 Convertible Preferred Stock [Member] | November 17, 2017 Exchange Date [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 2.20% | |||||||||
Series A-1 Convertible Preferred Stock [Member] | November 17, 2017 Exchange Date [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 0.00% | |||||||||
Series A Convertible Preferred Stock Conversion Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Aggregate fair value | $ 147,304 | [3] | $ 212,217 | [1] | [1] | |||||
Convertible Preferred Stock shares | 249,667 | [3] | 249,667 | |||||||
Common stock exchange factor numerator | $ 6 | [3] | $ 6 | |||||||
Common stock exchange factor denominator | 4.97 | [3] | 4.97 | |||||||
Value of common stock | $ 1.70 | [3] | $ 2.29 | |||||||
Series A Convertible Preferred Stock Conversion Option [Member] | Measurement Input, Expected Term [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected term (years) | 6 years 1 month 6 days | [3] | 4 years 11 months 19 days | |||||||
Series A Convertible Preferred Stock Conversion Option [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 59.00% | [3] | 55.00% | |||||||
Series A Convertible Preferred Stock Conversion Option [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 2.70% | [3] | 2.20% | |||||||
Series A Convertible Preferred Stock Conversion Option [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 0.00% | [3] | 0.00% | |||||||
Series A Convertible Preferred Stock Conversion Option [Member] | November 17, 2017 Exchange Date [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Aggregate fair value | $ 339,093 | |||||||||
Convertible Preferred Stock shares | 154,837 | |||||||||
Common stock exchange factor numerator | $ 6 | |||||||||
Common stock exchange factor denominator | 4.97 | |||||||||
Value of common stock | $ 4.33 | |||||||||
Series A Convertible Preferred Stock Conversion Option [Member] | November 17, 2017 Exchange Date [Member] | Measurement Input, Expected Term [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected term (years) | 6 years 5 months 12 days | |||||||||
Series A Convertible Preferred Stock Conversion Option [Member] | November 17, 2017 Exchange Date [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 53.00% | |||||||||
Series A Convertible Preferred Stock Conversion Option [Member] | November 17, 2017 Exchange Date [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 2.20% | |||||||||
Series A Convertible Preferred Stock Conversion Option [Member] | November 17, 2017 Exchange Date [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value assumption, percentage | 0.00% | |||||||||
[1] | As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. | |||||||||
[2] | The Series A Warrants derivative liability and the Series A-1 Convertible Preferred Stock conversion option derivative liability were fully extinguished-upon-exchange on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, as discussed herein below. | |||||||||
[3] | As the Series A Warrants and shares of Series A Convertible Preferred Stock were each fully exchanged on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, the final estimated fair value of each respective derivative liability was as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer discussed below. |
Financial Instruments Fair V_11
Financial Instruments Fair Value Measurements - Schedule of Equity Classified Series Z Warrants (Details) - Series A & Series A -1 Exchange Offer March 15,2018 Exchange Date [Member] - Series A-1 Warrant [Member] | Sep. 30, 2018USD ($) |
Fair value - Series Z Warrants issued | $ 895,478 |
Less: fair value - Series A-1 Warrants exchanged | 545,682 |
Modification expense /increase to additional paid in capital | 349,796 |
Carrying value - Series A-1 Warrants exchanged - equity classified | 1,879,532 |
Carrying Value Series Z Warrants issued upon exchange of Series A Warrants- equity classified | $ 2,229,328 |
Financial Instruments Fair V_12
Financial Instruments Fair Value Measurements - Schedule of Equity Classified Series Z Warrants (Details) (Parenthetical) - Series A & Series A -1 Exchange Offer March 15,2018 Exchange Date [Member] - Series A-1 Warrant [Member] | Sep. 30, 2018shares |
Shares issued for Series Z warrants | 1,399,185 |
Shares exchanged for Series A-1 warrants | 279,837 |
Series A-1 warrants exchanged as equity classified | 279,837 |
Financial Instruments Fair V_13
Financial Instruments Fair Value Measurements - Schedule of Fair Value Assumption Used (Details) - USD ($) | Nov. 17, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | ||
Aggregate fair value | [1] | [2] | $ 973,340 | ||
Exercise price per share | $ 5 | ||||
Value of common stock | $ 0.001 | $ 0.001 | |||
November 17, 2017 Exchange Date [Member] | Series A-1 Warrants Issued Upon Exchange of Series A Warrants [Member] | |||||
Aggregate fair value | $ 1,347,082 | ||||
Exercise price per share | $ 5 | ||||
Value of common stock | $ 4.33 | ||||
November 17, 2017 Exchange Date [Member] | Series A-1 Warrants Issued Upon Exchange of Series A Warrants [Member] | Measurement Input, Expected Term [Member] | |||||
Expected term (years) | 4 years 2 months 12 days | ||||
November 17, 2017 Exchange Date [Member] | Series A-1 Warrants Issued Upon Exchange of Series A Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||
Fair value assumption, percentage | 57.00% | ||||
November 17, 2017 Exchange Date [Member] | Series A-1 Warrants Issued Upon Exchange of Series A Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Fair value assumption, percentage | 2.00% | ||||
November 17, 2017 Exchange Date [Member] | Series A-1 Warrants Issued Upon Exchange of Series A Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Fair value assumption, percentage | 0.00% | ||||
[1] | As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. | ||||
[2] | The Series A Warrants derivative liability and the Series A-1 Convertible Preferred Stock conversion option derivative liability were fully extinguished-upon-exchange on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, as discussed herein below. |
Financial Instruments Fair V_14
Financial Instruments Fair Value Measurements - Schedule of Series Z Warrants Issued-upon-exchange of Series A Warrants (Details) - USD ($) | Aug. 22, 2018 | Apr. 05, 2018 | Mar. 15, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Series A Warrants derivative liability change in fair value | $ 2,215,671 | $ 96,480 | $ 680,851 | |||||
Series A Warrants [Member] | ||||||||
Series A Warrants derivative liability | $ 761,123 | |||||||
Series A Warrants derivative liability change in fair value | (246,561) | $ (246,561) | $ (1,942,501) | |||||
Sub-Total: Series A Warrants derivative liability - March 15, 2018 Exchange Date | 514,562 | |||||||
Series Z Warrants issued-upon-exchange of Series A Warrants-estimated fair value | (514,562) | |||||||
Series Z Warrants issued-upon-exchange of Series A Warrants | ||||||||
Series Z Warrants [Member] | ||||||||
Series A Warrants derivative liability | ||||||||
Series A Warrants derivative liability change in fair value | $ 1,060 | $ 3,304,377 | ||||||
Sub-Total: Series A Warrants derivative liability - March 15, 2018 Exchange Date | ||||||||
Series Z Warrants issued-upon-exchange of Series A Warrants-estimated fair value | 857,603 | |||||||
Series Z Warrants issued-upon-exchange of Series A Warrants | 857,603 | |||||||
Series A Warrants [Member] | ||||||||
Series A Warrants derivative liability | ||||||||
Series A Warrants derivative liability change in fair value | 246,561 | |||||||
Sub-Total: Series A Warrants derivative liability - March 15, 2018 Exchange Date | 246,561 | |||||||
Series Z Warrants issued-upon-exchange of Series A Warrants-estimated fair value | (343,041) | |||||||
Series Z Warrants issued-upon-exchange of Series A Warrants | $ (96,480) |
Note and Securities Purchase _3
Note and Securities Purchase Agreement, Senior Secured Note and Series S Warrants (Details Narrative) - USD ($) | Jul. 03, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 |
Calculated aggregate estimated fair value | $ 2,215,671 | $ 96,480 | $ 680,851 | |||||
Debt discount | 2,126,959 | 2,126,959 | $ 3,244,274 | |||||
Accrued salary expense liability | $ 145,937 | $ 145,937 | $ 125,088 | |||||
Series S Warrants [Member] | ||||||||
Number of securities called by warrants or rights | 1,199,383 | 1,199,383 | 1,473,640 | |||||
Note and Security Purchase Agreement [Member] | Series S Warrants [Member] | ||||||||
Number of securities called by warrants or rights | 2,660,000 | 2,660,000 | 2,660,000 | |||||
Note and Security Purchase Agreement [Member] | Scopia Holdings, LLC [Member] | ||||||||
Proceeds from issuance of notes | $ 10,000,000 | |||||||
Proceeds from product sale | 10,000,000 | |||||||
Salary per month | 4,200 | |||||||
Accrued salary expense liability | $ 145,937 | $ 145,937 | $ 125,088 | |||||
Percent of unpaid principal balance held | 50.00% | 50.00% | ||||||
Senior Secured Note [Member] | Note and Security Purchase Agreement [Member] | ||||||||
Notes payable | $ 5,000,000 | $ 5,000,000 | ||||||
Number of securities called by warrants or rights | 2,666,000 | 2,666,000 | ||||||
Proceeds from issuance of notes | $ 4,800,000 | |||||||
Debt instrument expire date | Jun. 30, 2019 | |||||||
Debt instrument outstanding principal balance | $ 5,188,542 | $ 5,188,542 | 5,188,542 | |||||
Senior Secured Note and Series S Warrants [Member] | Note and Security Purchase Agreement [Member] | ||||||||
Proceeds from issuance of notes | $ 4,842,577 | |||||||
Note interest rate | 15.00% | 15.00% | ||||||
Percent of defer payment in semi-annual interest due | 50.00% | 50.00% | 50.00% | |||||
Interest expenses percentage | 15.00% | 15.00% | ||||||
Debt instrument outstanding principal balance | $ 5,383,112 | $ 5,383,112 | ||||||
Initial principal and deferred semi-annual interest | 5,000,000 | 5,000,000 | ||||||
Note fair value | 1,408,125 | 1,408,125 | ||||||
Calculated aggregate estimated fair value | 3,434,452 | |||||||
Difference amount of principal amount and the allocated amount | 3,591,875 | 3,591,875 | ||||||
Debt discount | $ 2,126,959 | $ 2,126,959 | $ 3,244,274 | |||||
Senior Secured Note One [Member] | ||||||||
Note interest rate | 15.00% | 15.00% | ||||||
Interest expense | $ 707,714 | 362,142 | $ 1,708,322 | 362,142 | ||||
Amortization of debt discount | $ 505,848 | $ 174,642 | $ 1,117,315 | $ 174,642 | ||||
Senior Secured Note Three [Member] | ||||||||
Note interest rate | 25.50% | 25.50% | ||||||
Note fair value | $ 4,100,000 | $ 4,100,000 | ||||||
Estimated fair value | $ 5,100,000 | 5,100,000 | $ 4,600,000 | |||||
Senior Secured Note Three [Member] | Series S Warrants [Member] | ||||||||
Calculated aggregate estimated fair value | $ 10,000,000 |
Note and Securities Purchase _4
Note and Securities Purchase Agreement, Senior Secured Note and Series S Warrants - Schedule of Fair Value Assumption Used (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Exercise price per share | $ 5 | |
Value of common stock | 0.001 | $ 0.001 |
Series S Warrants [Member] | ||
Exercise price per share | 0.01 | |
Value of common stock | $ 4.50 | |
Series S Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Expected term (years) | 15 years | |
Series S Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumption, percentage | 48.00% | |
Series S Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumption, percentage | 2.40% | |
Series S Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair value assumption, percentage | 0.00% |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Aug. 22, 2018 | Jul. 31, 2018 | Jul. 02, 2018 | Jun. 30, 2018 | Mar. 15, 2018 | Nov. 17, 2017 | Aug. 04, 2017 | Jan. 26, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2017 | Oct. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Mar. 15, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Apr. 05, 2018 | Mar. 08, 2017 | Dec. 31, 2016 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Gross proceeds from issuance of preferred stock units | $ (2,537,012) | ||||||||||||||||||||||
Loss on issuance of preferred stock | (3,124,285) | ||||||||||||||||||||||
Payments of stock issuance costs | 2,735,657 | ||||||||||||||||||||||
Preferred stock offering cost | $ 388,628 | ||||||||||||||||||||||
Exercise price per share | $ 5 | ||||||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||||||
Conversion of stock, shares converted | 268,001 | 154,837 | 154,837 | ||||||||||||||||||||
Number of warrants outstanding | 268,001 | 268,001 | 268,001 | ||||||||||||||||||||
Warrants issued | 268,001 | 268,001 | 268,001 | 268,001 | 268,001 | ||||||||||||||||||
Number of shares issued | 357,259 | ||||||||||||||||||||||
Exercise price per share | $ 6.61 | ||||||||||||||||||||||
Series A-1 Warrants [Member] | |||||||||||||||||||||||
Conversion of stock, shares converted | 154,837 | 154,837 | |||||||||||||||||||||
Number of warrants outstanding | 279,837 | 279,837 | 279,837 | ||||||||||||||||||||
Warrants issued | 279,837 | 279,837 | 279,837 | 279,837 | 279,837 | ||||||||||||||||||
Exercise price per share | $ 6.67 | ||||||||||||||||||||||
Series A-1 Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||
Convertible preferred stock, shares issued | 357,259 | 357,259 | |||||||||||||||||||||
Conversion of stock, shares converted | 232,259 | 154,837 | |||||||||||||||||||||
Preferred stock stated value per share | $ 4 | $ 4 | |||||||||||||||||||||
Common stock conversion exchange factor of numerator | 4 | 4 | |||||||||||||||||||||
Common stock conversion exchange factor of denominator | $ 4 | $ 4 | |||||||||||||||||||||
Dividend rate of preferred stock | 8.00% | ||||||||||||||||||||||
Preferred stock dividend | $ 6,196 | $ 6,196 | |||||||||||||||||||||
Number of shares issued | |||||||||||||||||||||||
Beneficial conversion feature | $ 182,500 | ||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Convertible preferred stock, shares issued | 249,667 | 249,667 | 249,667 | 249,667 | 249,667 | ||||||||||||||||||
Preferred stock, shares outstanding | 249,667 | 249,667 | 249,667 | ||||||||||||||||||||
Temporary equity, shares issued | 249,667 | ||||||||||||||||||||||
Temporary equity, shares outstanding | 249,667 | ||||||||||||||||||||||
Conversion of stock, shares converted | 18,334 | ||||||||||||||||||||||
Preferred stock dividend | $ 7,099 | ||||||||||||||||||||||
Number of shares issued | |||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Conversion of stock, shares converted | 33,325 | 22,093 | |||||||||||||||||||||
Number of warrants outstanding | 14,551,234 | 14,551,234 | 26,542,979 | 14,551,234 | 13,330,811 | ||||||||||||||||||
Conversion of stock, shares issued | 508,422 | ||||||||||||||||||||||
Number of shares issued | 274,257 | 122,080 | 532,000 | 11,850 | 400 | 2,649,818 | |||||||||||||||||
Series A-1 Convertible Preferred Stock One [Member] | |||||||||||||||||||||||
Convertible preferred stock, shares issued | 476,234 | 357,259 | 476,234 | ||||||||||||||||||||
Preferred stock, shares outstanding | 357,259 | ||||||||||||||||||||||
Series A and Series A-1 Exchange Offer [Member] | |||||||||||||||||||||||
Description on convertible preferred stock, conversion | "Series A and Series A-1 Exchange Offer" was completed, wherein, with respect to Series A Convertible Preferred Stock and Series A Warrants, two shares of Series B Convertible Preferred Stock were issued-upon-exchange of one share of Series A Convertible Preferred Stock, and five Series Z Warrants were issued-upon-exchange of one Series A Warrant; and, additionally, with respect to Series A-1 Convertible Preferred Stock and Series A-1 Warrants, 1.33 shares of Series B Convertible Preferred Stock were issued-upon-exchange of one share of Series A-1 Convertible Preferred Stock, and five Series Z Warrants were issued-upon-exchange of one Series A-1 Warrant. Collectively, such exchanges are referred to as the "Series A and Series A-1 Exchange Offer" and the "March 15, 2018 Exchange Date". | ||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock par value | $ 0.001 | ||||||||||||||||||||||
Convertible preferred stock, shares issued | 975,568 | 975,568 | 1,048,288 | ||||||||||||||||||||
Conversion of stock, shares converted | 33,325 | ||||||||||||||||||||||
Number of shares issued for dividend declared | 106,045 | ||||||||||||||||||||||
Preferred stock stated value per share | $ 3 | ||||||||||||||||||||||
Common stock conversion exchange factor of numerator | 3 | ||||||||||||||||||||||
Common stock conversion exchange factor of denominator | $ 3 | ||||||||||||||||||||||
Dividend rate of preferred stock | 8.00% | ||||||||||||||||||||||
Preferred stock dividend | $ 318,023 | $ 243,994 | $ 64,897 | ||||||||||||||||||||
Dividend payment in kind number of shares issued | 106,045 | 21,653 | |||||||||||||||||||||
Number of shares issued | 476,234 | ||||||||||||||||||||||
Series B Convertible Preferred Stock One [Member] | |||||||||||||||||||||||
Convertible preferred stock, shares issued | 499,334 | 499,334 | |||||||||||||||||||||
Preferred stock dividend | $ 25,148 | $ 104,936 | |||||||||||||||||||||
Series Z Warrants [Member] | |||||||||||||||||||||||
Number of warrants outstanding | 16,815,039 | ||||||||||||||||||||||
Warrants issued | 2,739,190 | 2,739,190 | 5,075,849 | ||||||||||||||||||||
Number of shares issued | 437,031 | 20,000 | |||||||||||||||||||||
Exercise price per share | $ 3 | ||||||||||||||||||||||
Series Z Warrants One [Member] | |||||||||||||||||||||||
Warrants issued | 1,340,005 | 1,340,005 | |||||||||||||||||||||
Series Z Warrants Two [Member] | |||||||||||||||||||||||
Warrants issued | 1,399,185 | 1,399,185 | |||||||||||||||||||||
Series S Warrants [Member] | July 3 2017 [Member] | |||||||||||||||||||||||
Common stock conversion exchange factor of denominator | $ 5 | ||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||
Gross proceeds from issuance of preferred stock units | $ 3,000,000 | ||||||||||||||||||||||
Shares issued, price per share | $ 6 | ||||||||||||||||||||||
Private Placement [Member] | Series A Warrants [Member] | |||||||||||||||||||||||
Convertible preferred stock, shares issued | 422,838 | ||||||||||||||||||||||
Private Placement [Member] | Series A-1 Warrants [Member] | |||||||||||||||||||||||
Convertible preferred stock, shares issued | 125,000 | ||||||||||||||||||||||
Private Placement [Member] | Series A Preferred Stock Units [Member] | |||||||||||||||||||||||
Convertible preferred stock, shares issued | 422,838 | ||||||||||||||||||||||
Gross, proceeds from issuance of private placement | $ 2,500,000 | ||||||||||||||||||||||
Net, proceeds from issuance of private placement | $ 2,200,000 | ||||||||||||||||||||||
Series A -1 Preferred Stock Units Private Placement [Member] | November 17, 2017 Exchange Date [Member] | |||||||||||||||||||||||
Preferred stock conversion basis | "Series A Exchange Offer" was completed, wherein, 1.5 shares of Series A-1 Convertible Preferred Stock were issued-upon-exchange of one share of Series A Convertible Preferred Stock, and one Series A-1 Warrant was issued-upon-exchange of one Series A Warrant, with such exchanges referred to as the "Series A Exchange Offer" and the "November 17, 2017 Exchange Date". | ||||||||||||||||||||||
Series A Preferred Stock Units Private Placement [Member] | |||||||||||||||||||||||
Loss on issuance of preferred stock | $ 3,124,285 | ||||||||||||||||||||||
Payments of stock issuance costs | 2,735,657 | ||||||||||||||||||||||
Preferred stock offering cost | $ 388,628 | ||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Convertible preferred stock, shares issued | 0 | 0 | 1,048,288 | 0 | |||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 1,048,228 | 0 | |||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Convertible preferred stock, shares issued | 422,838 | 422,838 | 422,838 | ||||||||||||||||||||
Preferred stock, shares outstanding | 422,838 | 422,838 | 422,838 | ||||||||||||||||||||
Temporary equity, shares issued | 249,667 | 249,667 | 0 | 249,667 | |||||||||||||||||||
Temporary equity, shares outstanding | 249,667 | 249,667 | 0 | 249,667 | |||||||||||||||||||
Conversion of stock, shares converted | 18,334 | 10,000 | |||||||||||||||||||||
Number of warrants outstanding | 249,667 | 249,667 | 249,667 | ||||||||||||||||||||
Description on convertible preferred stock, conversion | At the holders' election, a share of Series A Convertible Preferred Stock was convertible into a number of shares of common stock of the Company at a common stock conversion exchange factor equal to a (fixed) numerator of $6.00 and a denominator subject to further adjustment by a prescribed formula should any subsequent issuances by the Company of common stock, or securities convertible into common stock, be at a price lower than such denominator immediately prior to such new issuance. Previously, at issuance, the Series A Convertible Preferred Stock common stock conversion exchange factor denominator was initially $6.00, and was subsequently adjusted to $5.00 upon the issuance of the Series S Warrants on July 3, 2017, then to $4.99 upon the issuance of the Series A-1 Preferred Stock Units on August 4, 2017, and then to $4.97 upon the issuance of Series A-1 Convertible Preferred Stock and Series A-1 Warrants on the November 17, 2017 Exchange Date of the Series A Exchange Offer. | ||||||||||||||||||||||
Conversion of stock, shares issued | 22,093 | ||||||||||||||||||||||
Preferred stock stated value per share | $ 6 | ||||||||||||||||||||||
Common stock conversion exchange factor of numerator | 6 | ||||||||||||||||||||||
Common stock conversion exchange factor of denominator | $ 4.99 | ||||||||||||||||||||||
Dividend rate of preferred stock | 8.00% | ||||||||||||||||||||||
Preferred stock dividend | $ 26,440 | ||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Private Placement [Member] | |||||||||||||||||||||||
Convertible preferred stock, shares issued | 422,838 | ||||||||||||||||||||||
Series A-1 Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Convertible preferred stock, shares issued | 357,259 | 125,000 | 357,259 | 125,000 | 0 | 125,000 | 357,259 | ||||||||||||||||
Preferred stock, shares outstanding | 357,259 | 125,000 | 357,259 | 125,000 | 0 | 125,000 | 357,259 | ||||||||||||||||
Conversion of stock, shares issued | 125,000 | ||||||||||||||||||||||
Preferred stock stated value per share | $ 4 | $ 4 | $ 4 | ||||||||||||||||||||
Common stock conversion exchange factor of numerator | 4 | 4 | $ 4 | 4 | |||||||||||||||||||
Common stock conversion exchange factor of denominator | $ 4 | $ 4 | 4 | $ 4 | |||||||||||||||||||
Series A-1 Convertible Preferred Stock [Member] | August 4, 2017 [Member] | |||||||||||||||||||||||
Common stock conversion exchange factor of denominator | 4.99 | ||||||||||||||||||||||
Series A-1 Convertible Preferred Stock Units [Member] | Private Placement [Member] | |||||||||||||||||||||||
Convertible preferred stock, shares issued | 125,000 | ||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Common stock conversion exchange factor of denominator | $ 6 | ||||||||||||||||||||||
Preferred stock dividend | $ 52,299 | $ 130,010 | |||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Conversion of stock, shares converted | 10,021 | 12,072 | |||||||||||||||||||||
Cumulative Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock dividend | $ 26,487 | $ 139,058 | |||||||||||||||||||||
Series A-1 Preferred Stock [Member] | Board of Directors [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Convertible preferred stock, shares issued | 600,000 | ||||||||||||||||||||||
Shares issued, price per share | $ 4 | ||||||||||||||||||||||
Exercise price per share | $ 6 | ||||||||||||||||||||||
Private Placement [Member] | Board of Directors [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Convertible preferred stock, shares issued | 125,000 | ||||||||||||||||||||||
Private Placement [Member] | Series A-1 Warrants [Member] | |||||||||||||||||||||||
Net, proceeds from issuance of private placement | $ 310,450 | ||||||||||||||||||||||
Private Placement [Member] | Series A-1 Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Net, proceeds from issuance of private placement | 189,550 | ||||||||||||||||||||||
Private Placement [Member] | Series A-1 Preferred Stock Units [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Net, proceeds from issuance of private placement | $ 500,000 |
Preferred Stock - Schedule of S
Preferred Stock - Schedule of Series A Preferred Stock Units Private Placement (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Equity [Abstract] | |
Series A Preferred Stock Units issuance gross proceeds | $ 2,537,012 |
Less: Series A Warrants derivative liability initial fair value | (4,050,706) |
Less: Series A Convertible Preferred Stock conversion option derivative liability initial fair value | (1,221,963) |
Excess of initial fair value of derivative liabilities over gross proceeds | (2,735,657) |
Offering costs of the issuance of the Series A Preferred Stock Units | (388,628) |
Loss on issuance of Series A Preferred Stock Units | $ (3,124,285) |
Preferred Stock - Schedule of C
Preferred Stock - Schedule of Convertible Preferred Stock Conversion Into Common Stock (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Series A convertible preferred stock converted to shares of common stock | $ 27,335 | |
Series A Convertible Preferred Stock [Member] | ||
Series A convertible preferred stock converted to shares of common stock, shares | 18,334 | |
Series A convertible preferred stock converted to shares of common stock | ||
Common Stock [Member] | ||
Series A convertible preferred stock converted to shares of common stock, shares | 33,325 | 22,093 |
Series A convertible preferred stock converted to shares of common stock | $ 33 | $ 22 |
Additional Paid-In Capital [Member] | ||
Series A convertible preferred stock converted to shares of common stock | $ 58,286 | $ 27,313 |
Preferred Stock - Schedule of E
Preferred Stock - Schedule of Estimated Fair Values for Series A-1 Convertible Preferred Stock Warrants (Details) | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Series A-1 Convertible Preferred Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Allocated fair value | $ | $ 189,550 |
Series A-1 Convertible Preferred Stock /Series A-1 Warrants | shares | 125,000 |
Value of common stock | $ 2.98 |
Common stock conversion factor numerator | 4 |
Common stock conversion factor denominator | 4 |
Exercise price per share - Series X Warrants | |
Required rate of return | 27.00% |
Series A-1 Convertible Preferred Stock [Member] | Measurement Input, Expected Term [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (years) | 6 years 8 months 26 days |
Series A-1 Convertible Preferred Stock [Member] | Measurement Input, Price Volatility [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value assumptions, measurement input, percentages | 52.00% |
Series A-1 Convertible Preferred Stock [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value assumptions, measurement input, percentages | 2.00% |
Series A-1 Convertible Preferred Stock [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value assumptions, measurement input, percentages | 0.00% |
Series A-1 Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Allocated fair value | $ | $ 310,450 |
Series A-1 Convertible Preferred Stock /Series A-1 Warrants | shares | 125,000 |
Value of common stock | $ 2.98 |
Common stock conversion factor numerator | |
Common stock conversion factor denominator | |
Exercise price per share - Series X Warrants | $ 6 |
Required rate of return | 0.00% |
Series A-1 Warrants [Member] | Measurement Input, Expected Term [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (years) | 6 years 8 months 26 days |
Series A-1 Warrants [Member] | Measurement Input, Price Volatility [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value assumptions, measurement input, percentages | 52.00% |
Series A-1 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value assumptions, measurement input, percentages | 2.00% |
Series A-1 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value assumptions, measurement input, percentages | 0.00% |
Stockholders' Equity and Comm_3
Stockholders' Equity and Common Stock Purchase Warrants (Details Narrative) - USD ($) | Aug. 22, 2018 | Jul. 31, 2018 | Jun. 12, 2018 | May 12, 2018 | Apr. 05, 2018 | Mar. 15, 2018 | Feb. 08, 2018 | Jan. 25, 2018 | Jan. 23, 2018 | Jan. 19, 2018 | Jan. 11, 2018 | Nov. 17, 2017 | Apr. 28, 2017 | Apr. 28, 2016 | Mar. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | Dec. 30, 2017 | Nov. 30, 2017 | Oct. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Apr. 28, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Apr. 04, 2018 | Jul. 03, 2017 | Dec. 31, 2016 |
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||||||||||||||||||||||
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Common stock, shares issued | 14,551,234 | 26,542,979 | 26,542,979 | 14,551,234 | |||||||||||||||||||||||||||
Common stock, shares outstanding | 14,551,234 | 26,542,979 | 26,542,979 | 14,551,234 | |||||||||||||||||||||||||||
Number of common stock value issued | $ 4,274,661 | ||||||||||||||||||||||||||||||
Additional paid-in capital | $ 14,012,053 | $ 31,756,890 | 31,756,890 | $ 14,012,053 | |||||||||||||||||||||||||||
Gross proceeds from issuance initial public offering | $ 4,388,099 | ||||||||||||||||||||||||||||||
Exercise price per share | $ 5 | $ 5 | |||||||||||||||||||||||||||||
Modification of the Series Z warrant agreement | $ (1,140,995) | ||||||||||||||||||||||||||||||
Calculated aggregate estimated fair value | 2,215,671 | 96,480 | 680,851 | ||||||||||||||||||||||||||||
Stock-based compensation expense | $ 324,473 | $ 272,301 | 899,649 | $ 799,281 | |||||||||||||||||||||||||||
Three Individual Physician Inventors [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 289,679 | ||||||||||||||||||||||||||||||
Parent Company [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 8,187,499 | ||||||||||||||||||||||||||||||
Senior Secured Note [Member] | |||||||||||||||||||||||||||||||
Proceeds from senior secured note | $ 1,408,125 | ||||||||||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 1,060,000 | ||||||||||||||||||||||||||||||
Shares issued price per share | $ 5 | $ 5 | |||||||||||||||||||||||||||||
Lucid Diagnostics Inc [Member] | |||||||||||||||||||||||||||||||
Common stock, shares issued | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||
Common stock, shares outstanding | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||
Majority ownership interest percentage | 81.875% | 81.875% | |||||||||||||||||||||||||||||
Lucid Diagnostics Inc [Member] | 2014 Stock Plan to Non-employees [Member] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 5,329 | $ 8,962 | |||||||||||||||||||||||||||||
Lucid Diagnostics Inc [Member] | 2018 Stock Plan to Non-employees [Member] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 12,973 | $ 21,250 | |||||||||||||||||||||||||||||
Case Western Reserve University [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 943,464 | ||||||||||||||||||||||||||||||
Equity Subscription Rights Offering [Member] | |||||||||||||||||||||||||||||||
Equity subscription period date | Jun. 7, 2018 | ||||||||||||||||||||||||||||||
Equity subscription purchases description | The equity subscription provided for the purchase of a common stock unit at a $1.15 per unit, with each such unit comprised of one share of common stock of the Company and one Series Z Warrant, and immediately separated upon issue into its underlying components. | ||||||||||||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 10,400,000 | ||||||||||||||||||||||||||||||
Commissions and fees | $ 1,000,000 | ||||||||||||||||||||||||||||||
Number of shares issued | 9,000,000 | ||||||||||||||||||||||||||||||
Series Z Warrants [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 437,031 | 20,000 | |||||||||||||||||||||||||||||
Additional paid-in capital | $ 2,100,000 | ||||||||||||||||||||||||||||||
Exercise price per share | $ 3 | ||||||||||||||||||||||||||||||
Number of warrants issued | 53,000 | 1,399,185 | 16,815,039 | 16,815,039 | |||||||||||||||||||||||||||
Warrant issued and outstanding | 16,815,039 | 16,815,039 | |||||||||||||||||||||||||||||
Warrant exercise price description | Upon issue, a Series Z Warrant is exercisable to purchase one share of common stock of the Company at an exercise price of $1.60 per share, effective June 1, 2018. The Series Z Warrant exercise price was initially $3.00 per share through May 31, 2018, and then $1.60 per share effective June 1, 2018, wherein, on May 15, 2018, the Company's board of directors approved a reduction to the Series Z Warrant exercise price to $1.60 per share, effective June 1, 2018, upon completion of the period-of-notice to the then-current Series Z Warrant holders. See herein below for further information with respect to the modification expense recognized in connection with the Series Z Warrant exercise price adjustment. The Series Z Warrant $1.60 exercise price is not subject-to further adjustment, unless by action of the PAVmed Inc board of directors, or the effect of stock dividends, stock splits or similar events affecting the common stock of the Company. | ||||||||||||||||||||||||||||||
Redemption price per share for outstanding warrants | $ 0.01 | ||||||||||||||||||||||||||||||
Weighted average closing price of common stock | $ 9 | $ 9 | |||||||||||||||||||||||||||||
Modification of the Series Z warrant agreement | $ 1,140,995 | ||||||||||||||||||||||||||||||
Calculated aggregate estimated fair value | $ 1,060 | $ 3,304,377 | |||||||||||||||||||||||||||||
Underlying unit | $ 1.66 | ||||||||||||||||||||||||||||||
Expected volatility | 55.00% | ||||||||||||||||||||||||||||||
Risk free rate | 2.70% | ||||||||||||||||||||||||||||||
Expected term (years) | 2 years 8 months 12 days | ||||||||||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||||||||||
Series Z Warrants [Member] | IPO [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 4,638,818 | ||||||||||||||||||||||||||||||
Series Z Warrants [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Exercise price per share | 1.60 | $ 1.60 | |||||||||||||||||||||||||||||
Series Z Warrants [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Exercise price per share | 3 | 3 | |||||||||||||||||||||||||||||
Underwritten Public Offering [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 2,649,818 | ||||||||||||||||||||||||||||||
Series W Warrants [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 124,042 | ||||||||||||||||||||||||||||||
Gross proceeds from issuance initial public offering | $ 50,520 | ||||||||||||||||||||||||||||||
Number of warrant exercised | 34,345 | 11,850 | 400 | ||||||||||||||||||||||||||||
Exercise price per share | $ 5 | $ 2 | $ 2 | $ 5 | $ 5 | $ 5 | $ 5 | ||||||||||||||||||||||||
Proceeds from warrant exercises | $ 68,690 | $ 59,250 | $ 2,000 | ||||||||||||||||||||||||||||
Number of warrants issued | 10,151,682 | 10,567,845 | 381,818 | 381,818 | 10,567,845 | ||||||||||||||||||||||||||
Warrant issued and outstanding | 10,567,845 | 381,818 | 381,818 | 10,567,845 | |||||||||||||||||||||||||||
Warrant exercisable date | Oct. 28, 2016 | Oct. 28, 2016 | |||||||||||||||||||||||||||||
Warrant expiry date | Feb. 8, 2018 | Jan. 29, 2022 | Jan. 29, 2022 | ||||||||||||||||||||||||||||
Calculated aggregate estimated fair value | $ 2,537,921 | ||||||||||||||||||||||||||||||
Underlying unit | $ 1.66 | ||||||||||||||||||||||||||||||
Expected volatility | 55.00% | ||||||||||||||||||||||||||||||
Risk free rate | 2.50% | ||||||||||||||||||||||||||||||
Expected term (years) | 3 years 9 months 18 days | ||||||||||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||||||||||
Series W Warrants [Member] | IPO [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 257,776 | 20,000 | |||||||||||||||||||||||||||||
Number of warrants issued | 1,060,000 | 1,060,000 | |||||||||||||||||||||||||||||
Redemption price per share for outstanding warrants | $ 0.01 | ||||||||||||||||||||||||||||||
Weighted average closing price of common stock | $ 10 | ||||||||||||||||||||||||||||||
Unexercised warrants | 9,560,295 | 9,560,295 | |||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 274,257 | 122,080 | 532,000 | 11,850 | 400 | 2,649,818 | |||||||||||||||||||||||||
Number of common stock value issued | $ 2,650 | ||||||||||||||||||||||||||||||
Conversion of stock, shares converted | 33,325 | 22,093 | |||||||||||||||||||||||||||||
Warrant issued and outstanding | 14,551,234 | 26,542,979 | 26,542,979 | 14,551,234 | 13,330,811 | ||||||||||||||||||||||||||
Series S Warrants [Member] | |||||||||||||||||||||||||||||||
Common stock, par value per share | $ 4.50 | $ 4.50 | |||||||||||||||||||||||||||||
Number of shares issued | 2,659,720 | ||||||||||||||||||||||||||||||
Number of warrant exercised | 274,257 | 122,360 | |||||||||||||||||||||||||||||
Exercise price per share | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 2,743 | $ 5,320 | $ 5,320 | ||||||||||||||||||||||||||||
Number of warrants issued | 1,473,640 | 1,199,383 | 1,199,383 | 1,473,640 | |||||||||||||||||||||||||||
Warrant issued and outstanding | 1,473,640 | 1,199,383 | 1,199,383 | 1,473,640 | |||||||||||||||||||||||||||
Warrants exercised on cashless basis | 122,360 | ||||||||||||||||||||||||||||||
Proceeds from senior secured note | $ 3,434,452 | ||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 476,234 | ||||||||||||||||||||||||||||||
Number of common stock value issued | |||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 33,325 | ||||||||||||||||||||||||||||||
Conversion of stock, shares converted | 33,325 | ||||||||||||||||||||||||||||||
Common Stock 1 [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 532,000 | ||||||||||||||||||||||||||||||
Series S Warrants [Member] | |||||||||||||||||||||||||||||||
Number of warrant exercised | 1,064,000 | 532,000 | |||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 10,640 | $ 10,640 | |||||||||||||||||||||||||||||
Series A-1 Warrants [Member] | |||||||||||||||||||||||||||||||
Exercise price per share | $ 6.67 | $ 6.67 | |||||||||||||||||||||||||||||
Conversion of stock, shares converted | 154,837 | 154,837 | |||||||||||||||||||||||||||||
Number of warrants issued | 279,837 | 279,837 | 279,837 | ||||||||||||||||||||||||||||
Warrant issued and outstanding | 279,837 | 279,837 | |||||||||||||||||||||||||||||
Warrant modification expense | $ 222,000 | $ 222,000 | |||||||||||||||||||||||||||||
Calculated aggregate estimated fair value | $ 310,450 | ||||||||||||||||||||||||||||||
Warrants expiration date | As discussed in Note 13, Preferred Stock, the Series A-1 Warrant Agreement Amendment No.1 provided for a Series A-1 Warrant to be exchanged for four Series X-1 Warrants, or additionally, exchanged for five Series W Warrants. The Series X-1 Warrants replaced the previous election to exchange one Series A-1 Warrant for four Series X Warrants. Notwithstanding, the Series X-1 Warrants are substantively equivalent to the Series X Warrants with respect to material contractual terms and conditions, including the same $6.00 per share exercise price, and dates of exercisability and expiry. | ||||||||||||||||||||||||||||||
Series A-1 Warrants [Member] | Series A -1 Preferred Stock Units Private Placement [Member] | |||||||||||||||||||||||||||||||
Number of warrants issued | 125,000 | ||||||||||||||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 357,259 | ||||||||||||||||||||||||||||||
Exercise price per share | $ 6.61 | $ 6.61 | |||||||||||||||||||||||||||||
Conversion of stock, shares converted | 268,001 | 154,837 | 154,837 | ||||||||||||||||||||||||||||
Number of warrants issued | 268,001 | 268,001 | |||||||||||||||||||||||||||||
Warrant issued and outstanding | 268,001 | 268,001 | |||||||||||||||||||||||||||||
Redemption price per share for outstanding warrants | $ 8 | ||||||||||||||||||||||||||||||
Calculated aggregate estimated fair value | $ (246,561) | $ (246,561) | $ (1,942,501) | ||||||||||||||||||||||||||||
Warrants expiration date | Additionally, through April 30, 2024, each Series A Warrant, at the election of the holder, could be exchanged for four Series X Warrants, with such warrants exercisable for one share of common stock of the Company at $6.00 per share, with such exercise price not subject to further adjustment, except in the event of stock dividends, stock splits or similar events affecting the common stock of the Company. The Series X Warrants were exercisable commencing on the first trading day following October 31, 2018 and would have expired April 30, 2024. | ||||||||||||||||||||||||||||||
Series A Warrants [Member] | Series A Preferred Stock Private Placement [Member] | |||||||||||||||||||||||||||||||
Number of warrants issued | 422,838 | 422,838 | |||||||||||||||||||||||||||||
Series Z Warrants One [Member] | |||||||||||||||||||||||||||||||
Number of warrants issued | 1,340,005 | ||||||||||||||||||||||||||||||
Unit Purchase Options [Member] | |||||||||||||||||||||||||||||||
Exercise price per share | $ 5.50 | $ 5.50 | $ 5.50 | ||||||||||||||||||||||||||||
Number of warrants issued | 53,000 | ||||||||||||||||||||||||||||||
Warrant issued and outstanding | 53,000 | ||||||||||||||||||||||||||||||
Modification of the Series Z warrant agreement | $ 2,120 | ||||||||||||||||||||||||||||||
Warrant expiry date | Jan. 29, 2021 | ||||||||||||||||||||||||||||||
Number of common stock and warrant offered in one unit | 53,000 | 53,000 | |||||||||||||||||||||||||||||
Fair value assumptions amount | $ 105,100 | $ 105,100 | |||||||||||||||||||||||||||||
Underlying unit | $ 5 | $ 5 | |||||||||||||||||||||||||||||
Expected volatility | 50.00% | ||||||||||||||||||||||||||||||
Risk free rate | 1.28% | ||||||||||||||||||||||||||||||
Expected term (years) | 4 years 22 days | ||||||||||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||||||||||
Unit Purchase Options One [Member] | |||||||||||||||||||||||||||||||
Exercise price per share | $ 5 | $ 5 | |||||||||||||||||||||||||||||
Series A Warrants and Series A-1 Warrants [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 2,739,190 | ||||||||||||||||||||||||||||||
Noncontrolling Interest [Member] | |||||||||||||||||||||||||||||||
Number of common stock value issued | |||||||||||||||||||||||||||||||
Noncontrolling Interest [Member] | Lucid Diagnostics Inc [Member] | |||||||||||||||||||||||||||||||
Majority ownership interest percentage | 18.125% | 18.125% | |||||||||||||||||||||||||||||
Equity Subscription Rights Offering [Member] | |||||||||||||||||||||||||||||||
Common stock, par value per share | $ 7.1 | ||||||||||||||||||||||||||||||
Common stock, shares issued | 17,509,654 | ||||||||||||||||||||||||||||||
Common stock, shares outstanding | 17,509,654 | ||||||||||||||||||||||||||||||
Maximum equity subscriptions paid | 9,000,000 | ||||||||||||||||||||||||||||||
Purchase of common stock unit price per share | $ 1.15 | ||||||||||||||||||||||||||||||
Subscriptions offering costs | $ 200,000 | ||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock | |||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 12,072 | 10,021 | 12,072 | ||||||||||||||||||||||||||||
Conversion of stock, shares converted | 10,000 | 8,334 | |||||||||||||||||||||||||||||
October 1, 2018 [Member] | |||||||||||||||||||||||||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | |||||||||||||||||||||||||||||
Underwriting Agreement [Member] | Dawson James Securities, Inc., [Member] | |||||||||||||||||||||||||||||||
Common stock, shares issued | 362,292 | ||||||||||||||||||||||||||||||
Number of shares issued | 234,540 | 2,415,278 | 2,415,278 | ||||||||||||||||||||||||||||
Shares issued price per share | $ 1.80 | ||||||||||||||||||||||||||||||
Underwriter's discount | $ 4,388,099 | ||||||||||||||||||||||||||||||
Gross proceeds from issuance initial public offering | $ 113,438 | ||||||||||||||||||||||||||||||
Underlying unit | $ 1.80 | ||||||||||||||||||||||||||||||
Series A and Series A -1 Exchange Offer March 15,2018 Exchange Date [Member] | Series Z Warrants [Member] | |||||||||||||||||||||||||||||||
Number of warrants issued | 2,739,190 | ||||||||||||||||||||||||||||||
Series W Warrants Offer-to-Exchange [Member] | Series Z Warrants [Member] | |||||||||||||||||||||||||||||||
Number of warrants issued | 5,075,849 | ||||||||||||||||||||||||||||||
Warrant modification expense | $ 766,456 | ||||||||||||||||||||||||||||||
Calculated aggregate estimated fair value | $ 3,304,377 | ||||||||||||||||||||||||||||||
Equity Subscription Rights Offering [Member] | Series Z Warrants [Member] | |||||||||||||||||||||||||||||||
Number of warrants issued | 9,000,000 | ||||||||||||||||||||||||||||||
Note and Security Purchase Agreement [Member] | Senior Secured Note [Member] | |||||||||||||||||||||||||||||||
Number of warrants issued | 2,666,000 | 2,666,000 | |||||||||||||||||||||||||||||
Note and Security Purchase Agreement [Member] | Series S Warrants [Member] | |||||||||||||||||||||||||||||||
Exercise price per share | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||
Number of warrants issued | 2,660,000 | 2,660,000 | 2,660,000 | ||||||||||||||||||||||||||||
Unit Purchase Options [Member] | Series W Warrants [Member] | |||||||||||||||||||||||||||||||
Exercise price per share | $ 1.60 | ||||||||||||||||||||||||||||||
UPO Offer-to-Exchange [Member] | Series Z Warrants [Member] | |||||||||||||||||||||||||||||||
Number of warrants issued | 53,000 | ||||||||||||||||||||||||||||||
Calculated aggregate estimated fair value | $ 3,180 | ||||||||||||||||||||||||||||||
Unit Purchase Option [Member] | IPO [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 53,000 | ||||||||||||||||||||||||||||||
Share Subscription Agreement [Member] | Lucid Diagnostics Inc [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 10,000,000 | ||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.001 |
Stockholders' Equity and Comm_4
Stockholders' Equity and Common Stock Purchase Warrants - Schedule of Convertible Preferred Stock, Common Stock and Warrants Issued and Outstanding (Details) - Common Stock [Member] - shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018 | Nov. 30, 2017 | Oct. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Warrant issued and outstanding | 14,551,234 | 13,330,811 | |||||
Issue - equity subscription rights offering | 9,000,000 | ||||||
Issue - underwritten public offering | 274,257 | 122,080 | 532,000 | 11,850 | 400 | 2,649,818 | |
Exercise of Series W Warrants | 34,345 | 12,250 | |||||
Exercise of Series S Warrants | 274,257 | 1,186,080 | |||||
Conversion of Series A Convertible Preferred Stock | 33,325 | 22,093 | |||||
Warrant issued and outstanding | 26,542,979 | 14,551,234 |
Stockholders' Equity and Comm_5
Stockholders' Equity and Common Stock Purchase Warrants - Schedule of Outstanding Warrants to Purchase Common Stock (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2017 | Apr. 05, 2018 | Feb. 08, 2018 | Jan. 11, 2018 | |
Warrant, weighted average exercise price | $ 5 | ||||
Series Z Warrants [Member] | |||||
Warrant issued and outstanding | 16,815,039 | ||||
Warrant, weighted average exercise price | $ 3 | ||||
Series W Warrants [Member] | |||||
Warrant issued and outstanding | 381,818 | 10,567,845 | |||
Warrant, weighted average exercise price | $ 5 | $ 5 | $ 5 | $ 2 | $ 2 |
Series S Warrants [Member] | |||||
Warrant issued and outstanding | 1,199,383 | 1,473,640 | |||
Warrant, weighted average exercise price | $ 0.01 | ||||
Series A-1 Warrants [Member] | |||||
Warrant issued and outstanding | 279,837 | ||||
Warrant, weighted average exercise price | $ 6.67 | ||||
Series A Warrants [Member] | |||||
Warrant issued and outstanding | 268,001 | ||||
Warrant, weighted average exercise price | $ 6.61 | ||||
Warrants [Member] | |||||
Warrant issued and outstanding | 18,449,240 | 12,642,323 | |||
Warrant, weighted average exercise price | $ 1.57 | $ 4.49 | |||
Equity Classified Warrants [Member] | Series Z Warrants [Member] | |||||
Warrant issued and outstanding | 16,815,039 | ||||
Warrant, weighted average exercise price | $ 1.60 | ||||
Warrant expiration date | Apr. 30, 2024 | Apr. 30, 2024 | |||
Equity Classified Warrants [Member] | UPO - Series Z Warrants [Member] | |||||
Warrant issued and outstanding | 53,000 | ||||
Warrant, weighted average exercise price | $ 1.60 | ||||
Warrant expiration date | Jan. 31, 2022 | Jan. 31, 2022 | |||
Equity Classified Warrants [Member] | Series W Warrants [Member] | |||||
Warrant issued and outstanding | 381,818 | 10,567,845 | |||
Warrant, weighted average exercise price | $ 5 | $ 5 | |||
Warrant expiration date | Jan. 31, 2022 | Jan. 31, 2022 | |||
Equity Classified Warrants [Member] | UPO -Series W Warrants [Member] | |||||
Warrant issued and outstanding | 53,000 | ||||
Warrant, weighted average exercise price | $ 5 | ||||
Warrant expiration date | Jan. 31, 2022 | Jan. 31, 2022 | |||
Equity Classified Warrants [Member] | Series S Warrants [Member] | |||||
Warrant issued and outstanding | 1,199,383 | 1,473,640 | |||
Warrant, weighted average exercise price | $ 0.01 | $ 0.01 | |||
Warrant expiration date | Jun. 30, 2032 | Jun. 30, 2032 | |||
Equity Classified Warrants [Member] | Series A-1 Warrants [Member] | |||||
Warrant issued and outstanding | 279,837 | ||||
Warrant, weighted average exercise price | $ 6.67 | ||||
Warrant expiration date | Apr. 30, 2024 | Apr. 30, 2024 | |||
Liability Classified Warrants [Member] | Series A Warrants [Member] | |||||
Warrant issued and outstanding | 268,001 | ||||
Warrant, weighted average exercise price | $ 6.61 | ||||
Warrant expiration date | Apr. 30, 2024 | Apr. 30, 2024 |
Stockholders' Equity and Comm_6
Stockholders' Equity and Common Stock Purchase Warrants - Schedule of Estimated Fair Value of Warrant Modification (Details) - USD ($) | Jun. 01, 2018 | Oct. 18, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Calculated aggregate estimated fair value | $ 2,215,671 | $ 96,480 | $ 680,851 | |||
Series Z Warrant Exercise Price Adjustment [Member] | Immediately After Modification [Member] | ||||||
Calculated aggregate estimated fair value | $ 3,477,692 | |||||
Series Z Warrants - issued and outstanding - June 1, 2018 | 7,815,039 | |||||
Value of common stock per share | $ 1 | |||||
Exercise price per share - Series Z Warrant | $ 1.60 | |||||
Expected term - years | 5 years 10 months 25 days | |||||
Volatility | 58.00% | |||||
Risk free interest rate | 2.80% | |||||
Dividend yield | 0.00% | |||||
Series Z Warrant Exercise Price Adjustment [Member] | Immediately Before Modification [Member] | ||||||
Calculated aggregate estimated fair value | $ 2,336,697 | |||||
Series Z Warrants - issued and outstanding - June 1, 2018 | 7,815,039 | |||||
Value of common stock per share | $ 1 | |||||
Exercise price per share - Series Z Warrant | $ 3 | |||||
Expected term - years | 5 years 10 months 25 days | |||||
Volatility | 58.00% | |||||
Risk free interest rate | 2.80% | |||||
Dividend yield | 0.00% | |||||
Series A-1 Warrants Modification [Member] | Immediately After Modification [Member] | ||||||
Calculated aggregate estimated fair value | $ 1,531,000 | |||||
Series Z Warrants - issued and outstanding - June 1, 2018 | 125,000 | |||||
Value of common stock per share | $ 5.40 | |||||
Exercise price per share - Series W Warrant | 5 | |||||
Exercise price per share - Series X Warrant | ||||||
Expected term - years | 4 years 3 months 19 days | |||||
Volatility | 55.00% | |||||
Risk free interest rate | 1.90% | |||||
Dividend yield | 0.00% | |||||
Series A-1 Warrants Modification [Member] | Immediately Before Modification [Member] | ||||||
Calculated aggregate estimated fair value | $ 1,309,000 | |||||
Series Z Warrants - issued and outstanding - June 1, 2018 | 125,000 | |||||
Value of common stock per share | $ 5.40 | |||||
Exercise price per share - Series W Warrant | ||||||
Exercise price per share - Series X Warrant | $ 6 | |||||
Expected term - years | 6 years 6 months | |||||
Volatility | 52.00% | |||||
Risk free interest rate | 2.10% | |||||
Dividend yield | 0.00% |
Stockholders' Equity and Comm_7
Stockholders' Equity and Common Stock Purchase Warrants - Schedule of Estimated Fair Values for Series Z and Series W Warrants (Details) - USD ($) | Aug. 22, 2018 | Apr. 05, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 15, 2018 | Feb. 08, 2018 | Jan. 11, 2018 | Dec. 31, 2017 |
Calculated aggregate estimated fair value | $ 2,215,671 | $ 96,480 | $ 680,851 | |||||||
Exercise price per share | $ 5 | $ 5 | ||||||||
Series Z Warrants [Member] | ||||||||||
Calculated aggregate estimated fair value | $ 1,060 | $ 3,304,377 | ||||||||
Series Z Warrants issued-upon-exchange | 5,075,849 | 2,739,190 | ||||||||
Value of common stock | $ 1.66 | |||||||||
Exercise price per share | $ 3 | |||||||||
Expected term (years) | 2 years 8 months 12 days | |||||||||
Volatility | 55.00% | |||||||||
Risk free rate | 2.70% | |||||||||
Dividend yield | 0.00% | |||||||||
Series W Warrants [Member] | ||||||||||
Calculated aggregate estimated fair value | $ 2,537,921 | |||||||||
Series Z Warrants issued-upon-exchange | ||||||||||
Series W Warrants extinguished-upon-exchange | 10,151,682 | |||||||||
Value of common stock | $ 1.66 | |||||||||
Exercise price per share | $ 5 | $ 5 | $ 5 | $ 2 | $ 2 | $ 5 | ||||
Expected term (years) | 3 years 9 months 18 days | |||||||||
Volatility | 55.00% | |||||||||
Risk free rate | 2.50% | |||||||||
Dividend yield | 0.00% |
Stockholders' Equity and Comm_8
Stockholders' Equity and Common Stock Purchase Warrants - Schedule of Estimated Fair Values for Unit Purchase Options (Details) - USD ($) | Aug. 22, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Calculated aggregate estimated fair value | $ 2,215,671 | $ 96,480 | $ 680,851 | ||
Exercise price per unit - UPO-Z /UPO-W | $ 5 | $ 5 | |||
UPO-Z [Member] | |||||
Calculated aggregate estimated fair value | $ 3,180 | ||||
UPO-Z issued-upon-exchange /UPO-W extinguished-upon-exchange | 53,000 | ||||
Value of common stock | $ 1.38 | ||||
Value of Series Z Warrant /Series W Warrants | 0.53 | ||||
Exercise price per unit - UPO-Z /UPO-W | $ 5.50 | ||||
Expected term (years) | 2 years 4 months 24 days | ||||
Volatility | 42.00% | ||||
Risk free rate | 2.60% | ||||
Dividend yield | 0.00% | ||||
UPO-W [Member] | |||||
Calculated aggregate estimated fair value | $ 1,060 | ||||
UPO-Z issued-upon-exchange /UPO-W extinguished-upon-exchange | 53,000 | ||||
Value of common stock | $ 1.38 | ||||
Value of Series Z Warrant /Series W Warrants | 0.05 | ||||
Exercise price per unit - UPO-Z /UPO-W | $ 5.50 | ||||
Expected term (years) | 2 years 4 months 24 days | ||||
Volatility | 42.00% | ||||
Risk free rate | 2.60% | ||||
Dividend yield | 0.00% |
Stockholders' Equity and Comm_9
Stockholders' Equity and Common Stock Purchase Warrants - Schedule of Noncontrolling Interest (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
NCI - equity (deficit) - beginning of period | ||||
Net loss attributable to NCI | $ (32,431) | (113,631) | ||
NCI - equity (deficit) - end of period | (90,569) | (90,569) | ||
Noncontrolling Interest [Member] | ||||
NCI - equity (deficit) - beginning of period | (72,054) | |||
Investment in majority-owned subsidiary | 1,812 | |||
Payment of share Subscription Receivable | 943 | |||
Net loss attributable to NCI | (32,431) | (113,631) | ||
Increase in additional paid-in capital of Lucid Diagnostics Inc. resulting from stock-based compensation recognized under the Lucid Diagnostics Inc 2018 Equity Plan | 12,973 | 21,250 | ||
NCI - equity (deficit) - end of period | $ (90,569) | $ (90,569) |
Loss Per Share (Details Narrati
Loss Per Share (Details Narrative) - USD ($) | Aug. 22, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Mar. 15, 2018 | Apr. 28, 2016 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 12, 2018 | Apr. 05, 2018 | Jul. 03, 2017 | Dec. 31, 2016 |
Series B Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, shares issued | 0 | 1,048,288 | ||||||||||
Preferred stock, shares outstanding | 0 | 1,048,228 | ||||||||||
Series A-1 Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, shares issued | 357,259 | 0 | 125,000 | |||||||||
Preferred stock, shares outstanding | 357,259 | 0 | 125,000 | |||||||||
Converted shares issued | 125,000 | |||||||||||
Common stock conversion exchange factor of numerator | $ 4 | $ 4 | ||||||||||
Common stock conversion exchange factor of denominator | $ 4 | $ 4 | ||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock dividend | $ 26,440 | |||||||||||
Number of warrants outstanding | 249,667 | |||||||||||
Preferred stock, shares issued | 422,838 | |||||||||||
Preferred stock, shares outstanding | 422,838 | |||||||||||
Converted shares issued | 22,093 | |||||||||||
Common stock conversion exchange factor of numerator | $ 6 | |||||||||||
Common stock conversion exchange factor of denominator | $ 4.99 | |||||||||||
Series A Warrants [Member] | ||||||||||||
Preferred stock, shares issued | ||||||||||||
Preferred stock, shares outstanding | ||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock dividend | $ 318,023 | $ 243,994 | $ 64,897 | |||||||||
Number of shares issued for dividend declared | 106,045 | |||||||||||
Preferred stock, shares issued | 975,568 | 1,048,288 | ||||||||||
Common stock conversion exchange factor of numerator | $ 3 | |||||||||||
Common stock conversion exchange factor of denominator | $ 3 | |||||||||||
Series B Convertible Preferred Stock [Member] | August 2018 [Member] | ||||||||||||
Preferred stock dividend | $ 318,023 | |||||||||||
Number of shares issued for dividend declared | 106,045 | |||||||||||
Series B Convertible Preferred Stock [Member] | November 2018 [Member] | ||||||||||||
Preferred stock dividend | $ 64,897 | |||||||||||
Number of shares issued for dividend declared | 21,653 | |||||||||||
Unit Purchase Options [Member] | ||||||||||||
Number of common stock and warrant offered in one unit | 53,000 | 53,000 | ||||||||||
Number of warrants issued | 53,000 | |||||||||||
Number of warrants outstanding | 53,000 | |||||||||||
Series Z Warrants [Member] | ||||||||||||
Number of warrants issued | 53,000 | 1,399,185 | 16,815,039 | |||||||||
Number of warrants outstanding | 16,815,039 | |||||||||||
Series A and Series A-1 Exchange Offer [Member] | Series Z Warrants [Member] | ||||||||||||
Number of warrants issued | 2,739,190 | |||||||||||
Series W Warrants Offer-to-Exchange [Member] | Series Z Warrants [Member] | ||||||||||||
Number of warrants issued | 5,075,849 | |||||||||||
Equity Subscription Rights Offering [Member] | Series Z Warrants [Member] | ||||||||||||
Number of warrants issued | 9,000,000 | |||||||||||
Series S Warrants [Member] | ||||||||||||
Number of warrants issued | 1,473,640 | 1,199,383 | ||||||||||
Number of warrants outstanding | 1,473,640 | 1,199,383 | ||||||||||
Series S Warrants [Member] | Note and Security Purchase Agreement [Member] | ||||||||||||
Number of warrants issued | 2,660,000 | 2,660,000 | ||||||||||
Series A-1 Warrants [Member] | ||||||||||||
Preferred stock, shares issued | ||||||||||||
Preferred stock, shares outstanding | ||||||||||||
Common Stock [Member] | ||||||||||||
Number of warrants outstanding | 14,551,234 | 26,542,979 | 13,330,811 | |||||||||
Converted shares issued | 508,422 |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Earnings Per Share [Abstract] | |||||
Net loss - as reported, before noncontrolling interest | $ (3,278,658) | $ (5,129,318) | $ (11,250,567) | $ (10,389,113) | |
Net loss attributable to noncontrolling interest | 32,431 | 113,631 | |||
Net loss - as reported | (3,246,227) | (5,129,318) | (11,136,936) | (10,389,113) | |
Convertible Preferred Stock dividends Series B | [1] | (64,897) | (138,926) | ||
Convertible Preferred Stock dividends Series A-1 | [1] | (6,196) | (25,148) | (6,196) | |
Convertible Preferred Stock dividends Series A | [1] | (52,299) | (26,487) | (130,010) | |
Series A and Series A-1 Exchange Offer - March 15, 2018 - deemed dividend - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A Convertible Preferred Stock | (726,531) | ||||
Series A and Series A-1 Exchange Offer - March 15, 2018 - increase to additional paid-in capital - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A-1 Convertible Preferred Stock | 199,241 | ||||
Deemed dividend Series A-1 Convertible Preferred Stock | (182,500) | (182,500) | |||
Net loss attributable to PAVmed Inc. common stockholders | $ (3,311,124) | $ (5,370,313) | $ (11,854,787) | $ (10,707,819) | |
Weighted-average common shares outstanding basic and diluted | [2] | 26,538,632 | 13,332,629 | 20,827,519 | 13,331,585 |
Basic and diluted - Net loss - as reported, attributable to PAVmed Inc | [3] | $ (0.12) | $ (0.38) | $ (0.53) | $ (0.78) |
Basic and diluted - Net loss attributable to PAVmed Inc. common stockholders | [3] | $ (0.12) | $ (0.40) | $ (0.57) | $ (0.80) |
[1] | The convertible preferred stock dividends are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective periods presented, including: for the current year period - with respect to the Series B Convertible Preferred Stock, from March 16, 2018 to September 30, 2018, and with respect to each of the Series A-1 and Series A Convertible Preferred Stock, from January 1, 2018 to March 15, 2018; and, for the prior year period - with respect to the Series A Convertible Preferred Stock, from each of the respective Series A Preferred Stock Units private placement close dates from January 26, 2017, January 31, 2017, and March 8, 2018 to September 30, 2017; and, with respect to the Series A-1 Convertible Preferred Stock, from the Series A-1 Preferred Stock Units private placement close date from August 4, 2017 to September 30, 2017. In August 2018, the Company's board of directors declared a Series B Convertible Preferred Stock dividend payment dated July 1, 2018 of earned but unpaid dividends as of June 30, 2018 of $318,023, with such dividend payment settled by the issue of an additional 106,045 shares of Series B Convertible Preferred Stock in accordance with the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock ("Series B Convertible Preferred Stock Certificate of Designation"). As of September 30, 2018, Series B Convertible Preferred Stock dividends of $64,897 were cumulatively earned, unpaid, accumulated, and in arrears, as the Company's board of directors had not declared such dividends payable as of September 30, 2018, and, therefore, were not recognized as a dividend payable liability in the accompanying unaudited condensed consolidated balance sheet. Subsequently, in November 2018, the Company's board of directors declared a Series B Convertible Preferred Stock dividend payment dated October 1, 2018 of earned but unpaid dividends as of September 30, 2018 of $64,897 to be settled by the issue of an additional 21,653 shares of Series B Convertible Preferred Stock in accordance with the Series B Convertible Preferred Stock Certificate of Designation. See Note 13, Preferred Stock, for a further discussion of the dividends for each of the respective series of convertible preferred stock. | ||||
[2] | Basic weighted-average number of shares of common stock outstanding for the period excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. | ||||
[3] | The Series B Convertible Preferred Stock has the right to receive common stock dividends, and prior to the March 15, 2018 Exchange Date of the Series A and Series A Exchange Offer, holders of the Series A Warrants and the Series A-1 Warrants previously had the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock and the Series A Warrants and Series A-1 Warrants would potentially been considered participating securities under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company's net loss per share calculation for the periods indicated. |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 22,827,668 | 16,351,445 | |
Stock Options [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 3,277,140 | ||
Unit Purchase Options as to Shares of Common Stock [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [1] | 53,000 | 53,000 |
Unit Purchase Options - "UPO-Z" - as to Shares Underlying Series Z Warrants [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [1] | 53,000 | |
Unit Purchase Options as to Shares Underlying Series W Warrants [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [1] | 53,000 | |
Series Z Warrants [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [2] | 16,815,039 | |
Series W Warrants [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [2] | 381,818 | 10,567,845 |
Series S Warrants [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [3] | 1,199,383 | 2,660,000 |
Series B Convertible Preferred Stock [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [4] | 1,048,288 | |
Series A-1 Convertible Preferred Stock [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [5] | 125,000 | |
Series A-1 Warrants [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [5] | 125,000 | |
Series A Convertible Preferred Stock [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [6] | 422,838 | |
Series A Warrants [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [6] | 422,838 | |
Stock Options [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 1,921,924 | ||
[1] | On August 22, 2018, the "UPO Exchange Offer" was completed, wherein, 53,000 "UPO-Z" were issued-upon-exchange of all the previously issued and outstanding 53,000 UPO-W. The UPO-Z may be exercised to purchase a unit comprised of one share of common stock of the Company and one Series Z Warrant; and the UPO-W was exercisable to purchase a unit comprised of one share of common stock of the Company and one Series W Warrant. See Note 14, Stockholders' Equity and Common Stock Purchase Warrants, for a discussion of the UPO-Z, UPO-W, and the August 22, 2018 UPO Exchange Offer. | ||
[2] | There were 16,815,039 Series Z Warrants issued and outstanding as of September 30, 2018, including: 2,739,190 Series Z Warrants initially issued on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer discussed herein above; 5,075,849 Series Z Warrants issued on the April 5, 2018 Exchange Date of the "Series W Warrants Exchange Offer" discussed herein above; and 9,000,000 Series Z Warrants issued in the June 12, 2018 Equity Subscription Rights Offering. See Note 14, Stockholders Equity and Common Stock Purchase Warrants, for a further discussion of the Series Z Warrants and the Series W Warrants. | ||
[3] | A total of 2,660,000 Series S Warrants were initially issued on July 3, 2017 in connection with the Note and Security Purchase Agreement with Scopia Holdings LLC. See Note 12, Note and Securities Purchase Agreement, Senior Secured Note, and Series S Warrants, for a discussion of the Note and Security Purchase Agreement with Scopia Holdings LLC, and Note 14, Stockholders' Equity and Common Stock Purchase Warrants, for a discussion of the Series S Warrants. | ||
[4] | The 1,048,288 shares of Series B Convertible Preferred Stock issued and outstanding as of September 30, 2018, if converted at the election of the holder, would result in a corresponding number of additional outstanding shares of common stock of the Company. See Note 13, Preferred Stock, for a further discussion of the Series B Convertible Preferred Stock common stock conversion election. | ||
[5] | As of September 30, 2018, there were no shares of Series A-1 Convertible Preferred Stock nor Series A-1 Warrants issued and outstanding, as a result of being exchanged-upon-issue on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer. As of September 30, 2017, the 125,000 shares of Series A-1 Convertible Preferred Stock issued and outstanding, if-converted, would have resulted in the issue of 125,000 shares of common stock of the Company, resulting from a common stock conversion factor equal to a numerator of $4.00 and a $4.00 denominator. See Note 11, Financial Instruments Fair Value Measurements, for a discussion of the March 15, 2018 Series A and Series A-1 Exchange Offer, Note 13, Preferred Stock, for a discussion of the Series A-1 Preferred Stock Units private placement on August 4, 2017 and the Series A-1 Convertible Preferred Stock, and Note 14, Common Stock and Common Stock Purchase Warrants, for a discussion of the Series A-1 Warrants. | ||
[6] | As of September 30, 2018, there were no shares of Series A Convertible Preferred Stock nor Series A Warrants issued and outstanding, as a result of being exchanged-upon-issue on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer. As of September 30, 2017, the 422,838 shares of Series A Convertible Preferred Stock issued and outstanding, if-converted, would have resulted in the issue of 508,422 shares of common stock of the Company, resulting from a common stock conversion factor equal to a numerator of $6.00 and a $4.99 denominator. See Note 11, Financial Instruments Fair Value Measurements, for a discussion of the March 15, 2018 Series A and Series A-1 Exchange Offer, Note 13, Preferred Stock, for a discussion of the Series A Preferred Stock Units private placement in the three months ended March 31, 2017 and the Series A Convertible Preferred Stock, and Note 14, Common Stock and Common Stock Purchase Warrants, for a discussion of the Series A Warrants. |