Guardion Health Sciences (GHSI) 10-Q 14 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 13, 2020
Document And Entity Information
Entity Registrant Name	Guardion Health Sciences, Inc.
Entity Central Index Key	0001642375
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		85,619,962
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 12,890,140	$ 11,115,502
Accounts receivable	31,083	78,337
Inventories	759,085	310,941
Prepaid expenses	622,959	362,938
Total current assets	14,303,267	11,867,718
Deposits	11,751	11,751
Property and equipment, net	383,486	374,638
Right of use asset, net	534,730	572,714
Intangible assets	50,000	50,000
Total assets	15,283,234	12,876,821
Current liabilities
Accounts payable	249,383	70,291
Accrued expenses	284,970	175,052
Customer deposit	437,500
Derivative warrant liability	22,267	13,323
Lease liability - current	154,327	151,568
Total current liabilities	1,148,447	410,234
Lease liability - long term	395,186	434,747
Total liabilities	1,543,633	844,981
Commitments and contingencies
Stockholders' Equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding
Common stock, $0.001 par value; 250,000,000 shares authorized; 85,389,962 and 74,982,562 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	85,390	74,983
Additional paid-in capital	61,512,795	57,468,528
Accumulated deficit	(47,858,584)	(45,511,671)
Total stockholders' equity	13,739,601	12,031,840
Total liabilities and stockholders' equity	$ 15,283,234	$ 12,876,821

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, issued
Preferred stock, outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	85,389,962	74,982,562
Common stock, shares outstanding	85,389,962	74,982,562

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenue
Total Revenue	$ 245,723	$ 242,538
Cost of goods sold
Total Cost of goods sold	109,108	93,492
Gross profit	136,615	149,046
Operating expenses
Research and development	31,188	29,028
Sales and marketing	488,846	353,537
General and administrative	1,952,803	947,974
Total operating expenses	2,472,837	1,330,539
Loss from operations	(2,336,222)	(1,181,493)
Other expenses:
Interest expense	1,747	17,572
Change in fair value of derivative warrants	8,944	186,034
Total other expenses	10,691	203,606
Net loss	$ (2,346,913)	$ (1,385,099)
Net loss per common share - basic and diluted	$ (0.03)	$ (0.07)
Weighted average common shares outstanding - basic and diluted	78,630,366	20,709,469
Medical Foods [Member]
Revenue
Total Revenue	$ 139,789	$ 99,934
Cost of goods sold
Total Cost of goods sold	66,196	38,272
Medical Devices [Member]
Revenue
Total Revenue	91,190	142,604
Cost of goods sold
Total Cost of goods sold	40,642	55,220
Other [Member]
Revenue
Total Revenue	14,744
Cost of goods sold
Total Cost of goods sold	$ 2,270

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders' Equity(Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2018	$ 20,564	$ 37,798,562	$ (34,633,363)	$ 3,185,763
Balance, shares at Dec. 31, 2018	20,564,328
Fair value of vested stock options		56,232		56,232
Issuance of common stock - warrant exercises	$ 293	30,957		31,250
Issuance of common stock - warrant exercises, shares	292,283
Net loss			(1,385,099)	(1,385,099)
Balance at Mar. 31, 2019	$ 20,857	37,885,751	(36,018,462)	1,888,146
Balance, shares at Mar. 31, 2019	20,856,611
Balance at Dec. 31, 2019	$ 74,983	57,468,528	(45,511,671)	12,031,840
Balance, shares at Dec. 31, 2019	74,982,562
Fair value of vested stock options - officer and director		436,287		436,287
Fair value of vested stock options		55,281		55,281
Issuance of common stock for services	$ 25	12,300		12,325
Issuance of common stock for services, Shares	25,000
Issuance of common stock - warrant exercises	$ 10,382	3,540,399		3,550,781
Issuance of common stock - warrant exercises, shares	10,382,400
Net loss			(2,346,913)	(2,346,913)
Balance at Mar. 31, 2020	$ 85,390	$ 61,512,795	$ (47,858,584)	$ 13,739,601
Balance, shares at Mar. 31, 2020	85,389,962

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating Activities
Net loss	$ (2,346,913)	$ (1,385,099)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	23,114	68,102
Amortization of debt discount		16,545
Amortization of lease right	37,983	30,502
Accrued interest expense included in notes payable		1,027
Stock-based compensation	67,606	56,231
Stock-based compensation - officer and director	436,287
Change in fair value of warrants - derivative liability	8,944	186,034
(Increase) decrease in -
Accounts receivable	47,255	13,116
Inventories	(131,195)	54,178
Prepaid expenses	(568,199)	(3,388)
Increase (decrease) in -
Accounts payable	179,093	463,900
Customer deposit	437,500
Lease liability	(36,803)	(28,088)
Accrued expenses	109,918	(59,145)
Net cash used in operating activities	(1,735,410)	(586,085)
Investing Activities
Purchase of property and equipment	(40,733)	(4,815)
Net cash used in investing activities	(40,733)	(4,815)
Financing Activities
Proceeds from issuance of convertible notes		250,000
Proceeds from issuance of promissory notes		100,000
Proceeds from exercise of warrants	3,550,781	31,250
Deferred financing costs of IPO		(287,000)
Net cash provided by financing activities	3,550,781	94,250
Cash:
Net increase (decrease)	1,774,638	(496,650)
Balance at beginning of period	11,115,502	670,948
Balance at end of period	12,890,140	174,298
Cash paid for:
Interest
Income taxes
Non-cash financing activities:
Fair value of warrants issued in connection with convertible notes		436,034
Recording of lease asset and liability upon adoption of ASU 2016-02		721,154
Reclass of prepaid costs to inventory	308,178
Reclass of equipment sold from property and equipment to equipment held for sale	$ 8,771

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	1. Organization and Business Operations Organization and Business Guardion Health Sciences, Inc. (the “Company”) was formed in December 2009 as a California limited liability company under the name P4L Health Sciences, LLC. On June 30, 2015, the Company converted from a California limited liability company to a Delaware corporation, changing its name from Guardion Health Sciences, LLC to Guardion Health Sciences, Inc. The Company is a specialty health sciences company (1) that has developed medical foods and medical devices in the ocular health space and (2) that is developing nutraceuticals that the Company believes will provide supportive health benefits to consumers. The Company has been primarily engaged in research and development, product commercialization and capital raising activities. Going Concern and Liquidity The financial statements have been prepared assuming the Company will continue as a going concern. The Company had a net loss of $2,346,913 and utilized cash in operating activities of $1,735,410 during the three months ended March 31, 2020. The Company expects to continue to incur net losses and negative operating cash flows in the near-term. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the consolidated financial statements are issued. The Company’s independent registered public accounting firm has also included explanatory language in their opinion accompanying the Company’s audited financial statements for the year ended December 31, 2019, stating there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. The Company will continue to incur significant expenses for commercialization activities related to its medical foods, nutraceuticals, the MapcatSF medical device, VectorVision diagnostic equipment, the TDSI business and with respect to efforts to continue to build the Company’s infrastructure. Development and commercialization of medical foods, nutraceuticals and medical devices involves a lengthy and complex process. Additionally, the Company’s long-term viability and growth may depend upon the successful development and commercialization of new complementary products or product lines. The Company is seeking to raise additional debt and/or equity capital to fund future operations, but there can be no assurances that the Company will be able to secure such additional financing in the amounts necessary to fully fund its operating requirements on acceptable terms or at all. If the Company is unable to access sufficient capital resources on a timely basis, the Company may be forced to reduce or discontinue its technology and product development programs and curtail or cease operations. COVID-19 The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain. To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows. The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain. NASDAQ Notice On September 20, 2019, the Company received a notification letter from the Nasdaq Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Nasdaq letter has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. In accordance with Nasdaq listing rules, the Company was provided an initial period of 180 calendar days, or until March 18, 2020, to regain compliance with the Minimum Bid Price Requirement. The Company was unable to regain compliance with the Minimum Bid Price Requirement during the initial period and was eligible for an additional 180 calendar day compliance period. The Company provided written notice of its intention to cure the deficiency during the additional compliance period, and o n March 19, 2020, the Company received a written notification from Nasdaq that the Company has been granted an additional 180 calendar days, or until September 14, 2020, to regain compliance with The current COVID-19 crisis has created unprecedented turmoil in U.S. and world financial markets and has significantly impacted investor confidence. Given these extraordinary market conditions, Nasdaq has determined to toll the compliance periods for bid price and market value of publicly held shares through June 30, 2020 (the “Price-based Requirements”). Accordingly, since the Company had 152 calendar days remaining in its bid price compliance period as of April 16, 2020, it will, upon reinstatement of the Price-based Requirements, still have 152 calendar days from July 1, 2020, or until November 30, 2020, to regain compliance. The Company can regain compliance, either during the suspension or during the compliance period resuming after the suspension, by evidencing compliance with the Price-based Requirements for a minimum of 10 consecutive trading days.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. The condensed consolidated balance sheet as of December 31, 2019 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2020. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make certain 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 reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, accruals for potential liabilities, valuing equity instruments issued during the period, and realization of deferred tax assets. Revenue Recognition The Company’s revenue is comprised of sales of medical foods, nutraceuticals and dietary supplements to consumers through a direct sales/credit card process. In addition, the Company sells medical device equipment and supplies to customers both in the U.S. and internationally. The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Under the guidance, revenue is recognized when control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products are delivered to the customer’s control and performance obligations are satisfied. All products sold by the Company are distinct individual products and consist of medical foods, supplemental formulas, medical devices and related supplies. The products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Control of products sold transfers to customers upon shipment from the Company’s facilities, and the Company’s performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Payments for sales of medical foods and dietary supplements are generally made by approved credit cards. Payments for medical device sales are generally made by check, credit card, or wire transfer. Historically the Company has not experienced any significant payment delays from customers. The Company provides a 30-day right of return to its retail Lumega-Z customers. A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of historical Lumega-Z and VectorVision product returns, the Company determined that less than one percent of products is returned, and therefore believes it is probable that such returns will not cause a significant reversal of revenue in the future. Due to the insignificant amount of historical returns as well as the standalone nature of the Company’s products and assessment of performance obligations and transaction pricing for the Company’s sales contracts, the Company does not currently maintain a contract asset or liability balance at this time. The Company assesses its contracts and the reasonableness of its conclusions on a quarterly basis. The following table presents the Company’s revenues disaggregated by segment: Three Months Ended March 31, 2020 2019 Medical Foods $ 139,789 $ 99,934 Medical Devices 91,190 142,604 Other 14,744 - Total $ 245,723 $ 242,538 All of the Company’s Medical Foods revenues are derived from individual retail customers in North America. Medical Devices revenues are derived from a worldwide customer base consisting of both retail customers and distributors. International customers contributed approximately 91% and 20% of Medical Devices revenues for the three months ended March 31, 2020 and 2019, respectively. Distributors contributed approximately 63% and 15% of Medical Devices revenues for the three months ended March 31, 2020 and 2019, respectively. During February 2020, the Company contracted with a Malaysian company to develop an immune-supportive formula for its consumer base. An initial order was placed for $875,000, and in connection with this order, on March 31, 2020, the Malaysian company paid $437,500 as a deposit for this order. The deposit is recorded as a current liability on our condensed consolidated balance sheet at March 31, 2020. The Company currently anticipates shipping the order during the second quarter of 2020. Research and Development Costs Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s medical foods and related products. Research and development expenditures are expensed as incurred and totaled $31,188 and $29,028 for the three months ended March 31, 2020 and 2019, respectively. Patent Costs The Company is the owner of three issued domestic patents, three pending domestic patent applications, one issued foreign patent in Europe, one issued foreign patent in Hong Kong, and three foreign patent applications in Canada, Europe and Hong Kong. Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, patent costs, including patent-related legal fees, filing fees and internally generated costs, are expensed as incurred. During the three months ended March 31, 2020 and 2019, patent costs were $27,181 and $29,025, respectively, and are included in general and administrative costs in the statements of operations. Stock-Based Compensation The Company periodically issues stock-based compensation to officers, directors, contractors and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers, directors, employees, and for acquiring goods and services from nonemployees, which include grants of employee stock options, are recognized in the financial statements based on their fair values in accordance with Topic 718. Stock option grants, which are generally time vested, will be measured at the grant date fair value and charged to operations on a straight-line basis over the vesting period. The fair value of stock options is determined utilizing the Black-Scholes option-pricing model, which is affected by several variables, including the risk-free interest rate, the expected dividend yield, the expected life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date and the estimated volatility of the common stock over the term of the equity award. Net Loss per Share The Company’s computation of basic and diluted net loss per common share is measured as net loss divided by the weighted average common shares outstanding during the respective periods, excluding unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Potential common shares such as from unexercised warrants and options that have an anti-dilutive effect are excluded from the calculation of diluted net loss per share. The Company’s basic and diluted net loss per share is the same for all periods presented because all shares issuable upon exercise of warrants and conversion of convertible debt outstanding are anti-dilutive as they decrease loss per share. The following table sets forth the number of shares excluded from the computation of diluted loss per share, as their inclusion would have been anti-dilutive: March 31, 2020 2019 Warrants 18,390,338 896,712 Options 3,252,500 1,362,500 21,642,838 2,259,212 Fair Value Measurements Assets and liabilities recorded at fair value on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs are as follows: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. We consider carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. Our non-financial assets are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The new standard will be effective beginning January 1, 2021. The Company is assessing the impact ASU 2019-12 will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As a smaller reporting company, the standard will be effective for us for interim and annual reporting periods beginning after December 15, 2022. The Company is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures. The Company’s management does not believe that there are any recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Acquisition of NutriGuard

Acquisition of NutriGuard	3 Months Ended
	Mar. 31, 2020
Business Combinations [Abstract]
Acquisition of NutriGuard	3. Acquisition of NutriGuard Effective September 20, 2019 (the “Effective Date”), the Company’s newly-formed wholly-owned subsidiary, NutriGuard Formulations, Inc., a Delaware corporation, completed an asset purchase agreement (the “Asset Purchase Agreement”) with NutriGuard Research, Inc., a California corporation (“NutriGuard”), and NutriGuard’s sole shareholder, Mark McCarty. Pursuant to the Asset Purchase Agreement, the Company purchased specified assets of the NutriGuard brand and business, consisting primarily of inventory, trademarks, copyrights and other intellectual property. In exchange, the Company agreed to pay a 3% royalty, payable quarterly, to NutriGuard based on the operating results of the NutriGuard branded products in future periods, after $500,000 in gross revenues have been achieved by the Company. As of March 31, 2020 and December 31, 2019 no amounts were owed or accrued to NutriGuard. The following preliminary unaudited pro forma financial information gives effect to the Company’s acquisition of NutriGuard as if the acquisition had occurred on January 1, 2018 and had been included in the Company’s consolidated statements of operations during the three months ended March 31, 2019: Three Months Ended March 31, 2019 Pro forma net revenues $ 267,680 Pro forma net loss attributable to common shareholders $ (1,403,851 ) Pro forma net loss per share $ (0.07 )

Inventories

Inventories	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
Inventories	4. Inventories Inventories consisted of the following: March 31, December 31, 2020 2019 Raw materials $ 542,849 $ 246,875 Finished goods 216,236 64,066 $ 759,085 $ 310,941

Property and Equipment, Net

Property and Equipment, Net	3 Months Ended
	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	5. Property and Equipment, net Property and equipment consisted of the following: March 31, December 31, 2020 2019 Leasehold improvements $ 98,357 $ 98,357 Testing equipment 412,429 394,427 Furniture and fixtures 199,132 185,799 Computer equipment 68,460 68,460 Office equipment 8,193 8,193 786,571 755,236 Less accumulated depreciation and amortization (403,085 ) (380,598 ) $ 383,486 $ 374,638 For the Three Months Ended March 31, 2020 and 2019, depreciation and amortization expense was $23,114 and $14,443, respectively, of which $12,856 and $5,198 was included in research and development expense, $3,910 and $3,910 was included in sales and marketing expense, and $6,348 and $5,335 was included in general and administrative expense, respectively.

Lease Liabilities

Lease Liabilities	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Lease Liabilities	6. Lease Liabilities In October 2012, the Company entered into a lease agreement for 9,605 square feet of office and warehouse space commencing March 1, 2013. Upon entering into the agreement, the Company paid a deposit of $47,449, of which $36,979 represented prepaid rent. As of March 31, 2020, $11,751 remained on deposit under the lease agreement. The lease (“Lease 1”) was renewed for an additional five years in 2018. As of March 31, 2020, remaining lease payments under the amended lease agreement averaged $13,048 per month through July 2023. In connection with the VectorVision acquisition on September 29, 2017, the Company assumed a lease agreement for 5,000 square feet of office and warehouse space which commenced on October 1, 2017. The lease (“Lease 2”) was renewed for an additional 65 months. As of March 31, 2020, remaining lease payments averaged $1,859 per month through February 2023. The leases have been accounted for in accordance with ASC 842, which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. The Company classified the leases as operating leases and determined that the fair value of Lease 1 at the inception of the lease was $639,520 using a discount rate of 3.9% and the fair value of Lease 2 at the inception of the lease was $81,634 using a discount rate of 3.9%. The aggregate balance of the lease liabilities at December 31, 2019 was $586,315. During the three months ended March 31, 2020, the Company made combined payments on both leases of $42,400 towards the lease liabilities. As of March 31, 2020, the lease liability for Lease 1 was $488,155, and the lease liability for Lease 2 was $61,358. The aggregate balance of the lease liabilities at March 31, 2020 was $549,513, of which $154,327 was current. Combined rent expense for both leases for the three months ended March 31, 2020 and 2019 was $43,581 and $43,581, respectively. The balance of the right of use asset as of December 31, 2019 was $572,714. During the three months ended March 31, 2020, the Company reflected amortization of right of use asset of $37,984 related to the leases, resulting in a net asset balance of $534,730 as of March 31, 2020.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Stockholders' Equity	7. Stockholders’ Equity Common Stock During the three months ended March 31, 2020, the Company issued 25,000 fully vested shares of common stock for services rendered and recognized $12,325 in stock compensation expense related to these shares. Warrants A summary of the Company’s warrant activity is as follows: Shares Weighted Weighted December 31, 2019 28,802,738 0.38 4.91 Granted - - - Forfeitures - - - Expirations (30,000 ) (1.50 ) - Exercised (10,382,400 ) (0.34 ) - March 31, 2020, all exercisable 18,390,338 $ 0.40 4.65 The exercise prices of warrants outstanding and exercisable as of March 31, 2020 are as follows: Warrants Outstanding and Exercisable (Shares) Exercise Prices 14,957,600 $ 0.34 1,960,000 0.44 1,040,000 0.50 226,200 0.59 35,000 1.50 109,038 2.88 62,500 5.00 18,390,338 During the three months ended March 31, 2020, investors exercised a total of 10,382,400 warrants for 10,382,400 shares of common stock. The warrants were exercisable for $0.34 per share, which resulted in cash proceeds to the Company of $3,550,781. As of March 31, 2020, the Company had an aggregate of 18,390,338 outstanding warrants to purchase shares of its common stock with a weighted average exercise price of $0.40 and a weighted average remaining life of 4.65 years. The aggregate intrinsic value of warrants outstanding as of March 31, 2020 was $1,712,273. Warrant Liability On April 9, 2019, the Company issued 62,500 warrants with an exercise price of $5.00 per share to the underwriter in connection with the Company’s IPO. The Company accounted for these warrants as a derivative liability in the financial statements at June 30, 2019 because they were associated with the IPO, a registered offering, and the settlement provisions contained language that the shares underlying the warrants are required to be registered. The fair value of the warrants is remeasured at each reporting period, and the change in the fair value is recognized in earnings in the accompanying Statements of Operations. The fair value of the warrants at December 31, 2019 was $13,323. As of March 31, 2020, the fair value of the warrants was determined to be $22,267 and the change in fair value of $8,944 was recognized in the accompanying statements of operations. The fair value of the warrant liability was determined at the following reporting dates using the Black-Scholes-Merton option pricing model and the following assumptions: Warrant Liability As of Warrant Liability March 31, 2020 December 31, 2019 Stock price $ 0.46 $ 0.22 Risk free interest rate 0.29 % 1.62 % Expected volatility 143 % 145 % Expected life in years 4.01 4.26 Expected dividend yield 0 % 0 % Number of warrants 62,500 62,500 Fair value of warrants $ 22,267 $ 13,323 Stock Options A summary of the Company’s stock option activity is as follows: Shares Weighted Weighted December 31, 2019 2,962,500 2.94 3.64 Granted 290,000 - - Forfeitures - - - Expirations - - - Exercised - - - March 31, 2020, outstanding 3,252,500 $ 2.71 3.96 March 31, 2020, exercisable 1,991,667 $ 2.50 3.13 The exercise prices of options outstanding and exercisable as of March 31, 2020 are as follows: Options Outstanding (Shares) Options Exercisable (Shares) Exercise Prices 250,000 156,250 $ 0.25 30,000 - 0.32 250,000 31,250 0.39 10,000 - 0.41 100,000 25,000 0.54 625,000 625,000 2.00 62,500 62,500 2.30 675,000 675,000 2.50 1,250,000 416,667 4.40 3,252,500 1,991,667 During the three months ended March 31, 2020, the Company granted options to purchase 290,000 shares of common stock to five employees with a grant date fair value of $110,887. The options have an exercise price of $0.32 to $0.41 per share. 250,000 of the options vest on a quarterly basis over two years and 40,000 options vest in full six months after the grant date. The Company accounts for share-based payments in accordance with ASC 718 wherein grants are measured at the grant date fair value and charged to operations over the vesting periods. During the Three Months Ended March 31, 2020 and 2019, we recognized aggregate stock-compensation expense of $503,893 and $56,231, based upon stock prices ranging from $0.25 to $3.30 per share respectively, and of which $436,287 related to options granted to our chairman and CEO. Of the stock compensation expense recognized during the three months ended March 31, 2020, $36,902 was recorded to sales and marketing expense and $466,991 was recorded in general and administrative expense. All of the stock compensation expense recognized during the three months ended March 31, 2019 was recorded in general and administrative expense. As of March 31, 2020, the Company had an aggregate of 1,260,833 remaining unvested options outstanding, with a fair value of $2,910,828, weighted average exercise price of $3.04, and weighted average remaining life of 5.27 years. The aggregate intrinsic value of options outstanding as of March 31, 2020 was $73,185. The aggregate intrinsic value of unvested options outstanding as of March 31, 2020 was $38,544.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	8. Related Party Transactions During the three months ended March 31, 2020 and 2019, the Company incurred and paid $81,250 and $75,000, respectively, of salary expense to our Board Chairman and CEO, Mr. Michael Favish. In addition, compensation cost of $436,287 was recognized on amortization of stock option awards during the three months ended March 31, 2020. During the three months ended March 31, 2020 and 2019, the Company incurred and paid salaries of $28,750 and $28,750, respectively, to Karen Favish, spouse of Michael Favish. During the three months ended March 31, 2020 and 2019, the Company incurred and paid salaries of $15,000 and $13,750, respectively, to Kristine Townsend, spouse of Controller and Chief Accounting Officer John Townsend.

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
Segment Reporting	9. Segment Reporting The Company determined its reporting units in accordance with ASC 280, “Segment Reporting” (“ASC 280”). The Company historically has reported its operating results as a single reportable segment described as the business of developing and commercializing a variety of products that support the detection, intervention and monitoring of a range of eye diseases. The Company’s chief executive officer, who is the Chief Operating Decision Maker (“CODM”), has historically reviewed financial information on an aggregated basis for purposes of allocating resources and evaluating financial performance. In September 2017, the Company, through its wholly-owned subsidiary VectorVision Ocular Health, Inc., acquired substantially all of the assets and certain liabilities of VectorVision, Inc., a company that specialized in the standardization of contrast sensitivity, glare sensitivity, low contrast acuity, and early treatment diabetic retinopathy study visual acuity testing. In August 2018, the Company created a wholly owned subsidiary, Transcranial Doppler Solutions, Inc. (“TDSI”). The Company has established TDSI operations with selected clinics and is focusing on expanding its client base. In September 2019, the Company’s newly-formed wholly-owned subsidiary, NutriGuard Formulations, Inc. (“NGFI”), completed an asset purchase agreement with NutriGuard Research, Inc., and NutriGuard’s sole shareholder, Mark McCarty. The Company intends to utilize the NGFI subsidiary to build a nutraceutical brand and product portfolio based on updated and reformulated compounds. The addition of potential new products or services as the Company grows requires management to periodically reevaluate its reporting structure. As sales of our medical foods as well as sales of VectorVision products grow, there is an increased need for the CODM to evaluate revenue and gross profit on a product line or group basis for purposes of resource allocation. As of March 31, 2020, the TDSI and NGFI subsidiaries do not meet the required quantitative criteria to be considered a reportable operating segment. Additionally, these subsidiaries do not share similar economic characteristics or a majority of the aggregation criteria set forth in ASC 280, and therefore are included in the category “Corporate” below. The TDSI and NGFI businesses earned $3,400 and $11,344 of service revenue, respectively, and incurred approximately $84,483 and $22,995 of operating costs, respectively, during the three months ended March 31, 2020. As of March 31, 2020, based on anticipated growth and the expanding diversity of product and service offerings by the Company, management has concluded that results should be reported in two segments: Medical Foods and Medical Devices. The following tables set forth our results of operations by segment (results allocated to Corporate consist of the TDSI and NGFI operations): For the Three Months Ended March 31, 2020 Corporate Medical Foods Medical Devices Total Revenue $ 14,744 $ 139,789 $ 91,190 $ 245,723 Cost of goods sold 2,270 66,196 40,642 109,108 Gross profit 12,474 73,593 50,548 136,615 Operating expenses 107,478 2,248,909 116,450 2,472,837 Loss from operations $ (95,004 ) $ (2,175,316 ) $ (65,902 ) $ (2,336,222 ) For the Three Months Ended March 31, 2019 Corporate Medical Foods Medical Devices Total Revenue $ - $ 99,934 $ 142,604 $ 242,538 Cost of goods sold - 38,272 55,220 93,492 Gross profit - 61,662 87,384 149,046 Operating expenses 48,763 1,076,744 205,032 1,330,539 Loss from operations $ (48,763 ) $ (1,015,082 ) $ (117,648 ) $ (1,181,493 ) The following tables set forth our total assets by segment. Intersegment balances and transactions have been removed: As of March 31, 2020 Corporate Medical Foods Medical Devices Total Current assets Cash $ 12,890,140 $ - $ - $ 12,890,140 Inventories 157,557 243,992 357,536 759,085 Other 266,663 340,849 46,530 654,042 Total current assets 13,314,360 584,841 404,066 14,303,267 Right of use asset, net - 476,187 58,543 534,730 Property and equipment, net - 247,205 136,281 383,486 Intangible assets, net - 50,000 - 50,000 Other - 11,751 - 11,751 Total assets $ 13,314,360 $ 1,369,984 $ 598,890 $ 15,283,234 As of December 31, 2019 Corporate Medical Foods Medical Devices Total Current assets Cash $ 11,115,502 $ - $ - $ 11,115,502 Inventories 5,003 126,708 179,230 310,941 Other 7,399 219,223 214,653 441,275 Total current assets 11,127,904 345,931 393,883 11,867,718 Right of use asset - 509,464 63,250 572,714 Property and equipment, net - 219,056 155,582 374,638 Intangible assets, net - 50,000 - 50,000 Other - 11,751 - 11,751 Total assets $ 11,127,904 $ 1,136,202 $ 612,715 $ 12,876,821

Contingencies

Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Contingencies	10. Contingencies The Company is periodically the subject of various pending or threatened legal actions and claims arising out of its operations in the normal course of business. In the opinion of management of the Company, adequate provision has been made in the Company’s financial statements at March 31, 2020 with respect to such matters.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent Events On April 14, 2020, investors exercised warrants for 150,000 shares of common stock. The warrants were exercisable for $0.34 per share, and the Company received net proceeds of $51,300 in cash. On April 15, 2020, investors exercised warrants for 80,000 shares of common stock. The warrants were exercisable for $0.34 per share, and the Company received net proceeds of $27,360 in cash.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. The condensed consolidated balance sheet as of December 31, 2019 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2020.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make certain 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 reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, accruals for potential liabilities, valuing equity instruments issued during the period, and realization of deferred tax assets.
Revenue Recognition	Revenue Recognition The Company’s revenue is comprised of sales of medical foods, nutraceuticals and dietary supplements to consumers through a direct sales/credit card process. In addition, the Company sells medical device equipment and supplies to customers both in the U.S. and internationally. The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Under the guidance, revenue is recognized when control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products are delivered to the customer’s control and performance obligations are satisfied. All products sold by the Company are distinct individual products and consist of medical foods, supplemental formulas, medical devices and related supplies. The products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Control of products sold transfers to customers upon shipment from the Company’s facilities, and the Company’s performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Payments for sales of medical foods and dietary supplements are generally made by approved credit cards. Payments for medical device sales are generally made by check, credit card, or wire transfer. Historically the Company has not experienced any significant payment delays from customers. The Company provides a 30-day right of return to its retail Lumega-Z customers. A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of historical Lumega-Z and VectorVision product returns, the Company determined that less than one percent of products is returned, and therefore believes it is probable that such returns will not cause a significant reversal of revenue in the future. Due to the insignificant amount of historical returns as well as the standalone nature of the Company’s products and assessment of performance obligations and transaction pricing for the Company’s sales contracts, the Company does not currently maintain a contract asset or liability balance at this time. The Company assesses its contracts and the reasonableness of its conclusions on a quarterly basis. The following table presents the Company’s revenues disaggregated by segment: Three Months Ended March 31, 2020 2019 Medical Foods $ 139,789 $ 99,934 Medical Devices 91,190 142,604 Other 14,744 - Total $ 245,723 $ 242,538 All of the Company’s Medical Foods revenues are derived from individual retail customers in North America. Medical Devices revenues are derived from a worldwide customer base consisting of both retail customers and distributors. International customers contributed approximately 91% and 20% of Medical Devices revenues for the three months ended March 31, 2020 and 2019, respectively. Distributors contributed approximately 63% and 15% of Medical Devices revenues for the three months ended March 31, 2020 and 2019, respectively. During February 2020, the Company contracted with a Malaysian company to develop an immune-supportive formula for its consumer base. An initial order was placed for $875,000, and in connection with this order, on March 31, 2020, the Malaysian company paid $437,500 as a deposit for this order. The deposit is recorded as a current liability on our condensed consolidated balance sheet at March 31, 2020. The Company currently anticipates shipping the order during the second quarter of 2020.
Research and Development Costs	Research and Development Costs Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s medical foods and related products. Research and development expenditures are expensed as incurred and totaled $31,188 and $29,028 for the three months ended March 31, 2020 and 2019, respectively.
Patent Costs	Patent Costs The Company is the owner of three issued domestic patents, three pending domestic patent applications, one issued foreign patent in Europe, one issued foreign patent in Hong Kong, and three foreign patent applications in Canada, Europe and Hong Kong. Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, patent costs, including patent-related legal fees, filing fees and internally generated costs, are expensed as incurred. During the three months ended March 31, 2020 and 2019, patent costs were $27,181 and $29,025, respectively, and are included in general and administrative costs in the statements of operations.
Stock-Based Compensation	Stock-Based Compensation The Company periodically issues stock-based compensation to officers, directors, contractors and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers, directors, employees, and for acquiring goods and services from nonemployees, which include grants of employee stock options, are recognized in the financial statements based on their fair values in accordance with Topic 718. Stock option grants, which are generally time vested, will be measured at the grant date fair value and charged to operations on a straight-line basis over the vesting period. The fair value of stock options is determined utilizing the Black-Scholes option-pricing model, which is affected by several variables, including the risk-free interest rate, the expected dividend yield, the expected life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date and the estimated volatility of the common stock over the term of the equity award.
Net Loss Per Share	Net Loss per Share The Company’s computation of basic and diluted net loss per common share is measured as net loss divided by the weighted average common shares outstanding during the respective periods, excluding unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Potential common shares such as from unexercised warrants and options that have an anti-dilutive effect are excluded from the calculation of diluted net loss per share. The Company’s basic and diluted net loss per share is the same for all periods presented because all shares issuable upon exercise of warrants and conversion of convertible debt outstanding are anti-dilutive as they decrease loss per share. The following table sets forth the number of shares excluded from the computation of diluted loss per share, as their inclusion would have been anti-dilutive: March 31, 2020 2019 Warrants 18,390,338 896,712 Options 3,252,500 1,362,500 21,642,838 2,259,212
Fair Value Measurements	Fair Value Measurements Assets and liabilities recorded at fair value on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs are as follows: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. We consider carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. Our non-financial assets are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The new standard will be effective beginning January 1, 2021. The Company is assessing the impact ASU 2019-12 will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As a smaller reporting company, the standard will be effective for us for interim and annual reporting periods beginning after December 15, 2022. The Company is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures. The Company’s management does not believe that there are any recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Schedule of Disaggregation of Revenue	The following table presents the Company’s revenues disaggregated by segment: Three Months Ended March 31, 2020 2019 Medical Foods $ 139,789 $ 99,934 Medical Devices 91,190 142,604 Other 14,744 - Total $ 245,723 $ 242,538
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following table sets forth the number of shares excluded from the computation of diluted loss per share, as their inclusion would have been anti-dilutive: March 31, 2020 2019 Warrants 18,390,338 896,712 Options 3,252,500 1,362,500 21,642,838 2,259,212

Acquisition of NutriGuard (Tabl

Acquisition of NutriGuard (Tables)	3 Months Ended
	Mar. 31, 2020
Business Combinations [Abstract]
Schedule of Pro Forma Financial Information	The following preliminary unaudited pro forma financial information gives effect to the Company’s acquisition of NutriGuard as if the acquisition had occurred on January 1, 2018 and had been included in the Company’s consolidated statements of operations during the three months ended March 31, 2019: Three Months Ended March 31, 2019 Pro forma net revenues $ 267,680 Pro forma net loss attributable to common shareholders $ (1,403,851 ) Pro forma net loss per share $ (0.07 )

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
Schedule of Inventories	Inventories consisted of the following: March 31, December 31, 2020 2019 Raw materials $ 542,849 $ 246,875 Finished goods 216,236 64,066 $ 759,085 $ 310,941

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	3 Months Ended
	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment	Property and equipment consisted of the following: March 31, December 31, 2020 2019 Leasehold improvements $ 98,357 $ 98,357 Testing equipment 412,429 394,427 Furniture and fixtures 199,132 185,799 Computer equipment 68,460 68,460 Office equipment 8,193 8,193 786,571 755,236 Less accumulated depreciation and amortization (403,085 ) (380,598 ) $ 383,486 $ 374,638

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Schedule of Warrants Activity	A summary of the Company’s warrant activity is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) December 31, 2019 28,802,738 0.38 4.91 Granted - - - Forfeitures - - - Expirations (30,000 ) (1.50 ) - Exercised (10,382,400 ) (0.34 ) - March 31, 2020, all exercisable 18,390,338 $ 0.40 4.65
Schedule of Exercise Price of Warrants Outstanding and Exercisable	The exercise prices of warrants outstanding and exercisable as of March 31, 2020 are as follows: Warrants Outstanding and Exercisable (Shares) Exercise Prices 14,957,600 $ 0.34 1,960,000 0.44 1,040,000 0.50 226,200 0.59 35,000 1.50 109,038 2.88 62,500 5.00 18,390,338
Schedule of Fair Value Assumptions of Warrant Liability	The fair value of the warrant liability was determined at the following reporting dates using the Black-Scholes-Merton option pricing model and the following assumptions: Warrant Liability As of Warrant Liability March 31, 2020 December 31, 2019 Stock price $ 0.46 $ 0.22 Risk free interest rate 0.29 % 1.62 % Expected volatility 143 % 145 % Expected life in years 4.01 4.26 Expected dividend yield 0 % 0 % Number of warrants 62,500 62,500 Fair value of warrants $ 22,267 $ 13,323
Schedule of Share-based Compensation, Stock Options, Activity	A summary of the Company’s stock option activity is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) December 31, 2019 2,962,500 2.94 3.64 Granted 290,000 - - Forfeitures - - - Expirations - - - Exercised - - - March 31, 2020, outstanding 3,252,500 $ 2.71 3.96 March 31, 2020, exercisable 1,991,667 $ 2.50 3.13
Schedule of Exercise Price of Options Outstanding and Exercisable	The exercise prices of options outstanding and exercisable as of March 31, 2020 are as follows: Options Outstanding (Shares) Options Exercisable (Shares) Exercise Prices 250,000 156,250 $ 0.25 30,000 - 0.32 250,000 31,250 0.39 10,000 - 0.41 100,000 25,000 0.54 625,000 625,000 2.00 62,500 62,500 2.30 675,000 675,000 2.50 1,250,000 416,667 4.40 3,252,500 1,991,667

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	The following tables set forth our results of operations by segment (results allocated to Corporate consist of the TDSI and NGFI operations): For the Three Months Ended March 31, 2020 Corporate Medical Foods Medical Devices Total Revenue $ 14,744 $ 139,789 $ 91,190 $ 245,723 Cost of goods sold 2,270 66,196 40,642 109,108 Gross profit 12,474 73,593 50,548 136,615 Operating expenses 107,478 2,248,909 116,450 2,472,837 Loss from operations $ (95,004 ) $ (2,175,316 ) $ (65,902 ) $ (2,336,222 ) For the Three Months Ended March 31, 2019 Corporate Medical Foods Medical Devices Total Revenue $ - $ 99,934 $ 142,604 $ 242,538 Cost of goods sold - 38,272 55,220 93,492 Gross profit - 61,662 87,384 149,046 Operating expenses 48,763 1,076,744 205,032 1,330,539 Loss from operations $ (48,763 ) $ (1,015,082 ) $ (117,648 ) $ (1,181,493 ) The following tables set forth our total assets by segment. Intersegment balances and transactions have been removed: As of March 31, 2020 Corporate Medical Foods Medical Devices Total Current assets Cash $ 12,890,140 $ - $ - $ 12,890,140 Inventories 157,557 243,992 357,536 759,085 Other 266,663 340,849 46,530 654,042 Total current assets 13,314,360 584,841 404,066 14,303,267 Right of use asset, net - 476,187 58,543 534,730 Property and equipment, net - 247,205 136,281 383,486 Intangible assets, net - 50,000 - 50,000 Other - 11,751 - 11,751 Total assets $ 13,314,360 $ 1,369,984 $ 598,890 $ 15,283,234 As of December 31, 2019 Corporate Medical Foods Medical Devices Total Current assets Cash $ 11,115,502 $ - $ - $ 11,115,502 Inventories 5,003 126,708 179,230 310,941 Other 7,399 219,223 214,653 441,275 Total current assets 11,127,904 345,931 393,883 11,867,718 Right of use asset - 509,464 63,250 572,714 Property and equipment, net - 219,056 155,582 374,638 Intangible assets, net - 50,000 - 50,000 Other - 11,751 - 11,751 Total assets $ 11,127,904 $ 1,136,202 $ 612,715 $ 12,876,821

Organization and Business Ope_2

Organization and Business Operations (Details Narrative) - USD ($)	Sep. 20, 2019	Mar. 31, 2020	Mar. 31, 2019
Net loss		$ (2,346,913)	$ (1,385,099)
Cash utilized in operating activities		$ (1,735,410)	$ (586,085)
Nasdaq Stock Market LLC [Member]
Closing bid price per share	$ 1
Minimum bid price requirement, description	In accordance with Nasdaq listing rules, the Company was provided an initial period of 180 calendar days, or until March 18, 2020, to regain compliance with the Minimum Bid Price Requirement. The Company was unable to regain compliance with the Minimum Bid Price Requirement during the initial period and was eligible for an additional 180 calendar day compliance period.

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2020	Mar. 31, 2019	Feb. 29, 2020
Research and development costs		$ 31,188	$ 29,028
Patent costs	$ 27,181	$ 27,181	$ 29,025
Malaysian Company [Member]
Initial order placed, value				$ 875,000
Amount paid as deposit	$ 437,500
Medical Devices [Member] | International Customers [Member]
Concentration risk, percentage		91.00%	20.00%
Medical Devices [Member] | Distributors [Member]
Concentration risk, percentage		63.00%	15.00%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenues	$ 245,723	$ 242,538
Medical Foods [Member]
Revenues	139,789	99,934
Medical Devices [Member]
Revenues	91,190	142,604
Other [Member]
Revenues	$ 14,744

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Antidilutive securities excluded from computation of earnings per share, amount	21,642,838	2,259,212
Warrants [Member]
Antidilutive securities excluded from computation of earnings per share, amount	18,390,338	896,712
Options [Member]
Antidilutive securities excluded from computation of earnings per share, amount	3,252,500	1,362,500

Acquisition of NutriGuard (Deta

Acquisition of NutriGuard (Details Narrative) - USD ($)	Sep. 20, 2019	Mar. 31, 2020	Mar. 31, 2019
Gross profit		$ 136,615	$ 149,046
NutriGuard Research, Inc [Member] | Asset Purchase Agreement [Member]
Royalty percentage	3.00%
Gross profit	$ 500,000

Acquisition of NutriGuard - Sch

Acquisition of NutriGuard - Schedule of Pro Forma Financial Information (Details)	3 Months Ended
	Mar. 31, 2019USD ($)$ / shares
Business Combinations [Abstract]
Pro forma net revenues	$ 267,680
Pro forma net loss attributable to common shareholders	$ (1,403,851)
Pro forma net loss per share | $ / shares	$ 0.07

Inventories - Schedule of Inven

Inventories - Schedule of Inventories (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Raw materials	$ 542,849	$ 246,875
Finished goods	216,236	64,066
Inventory, Net	$ 759,085	$ 310,941

Property and Equipment, Net (De

Property and Equipment, Net (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Depreciation and amortization expense	$ 23,114	$ 14,443
Research and Development Expense [Member]
Depreciation and amortization expense	12,856	5,198
Sales and Marketing Expense [Member]
Depreciation and amortization expense	3,910	3,910
General and Administrative Expense [Member]
Depreciation and amortization expense	$ 6,348	$ 5,335

Property and Equipment, Net - S

Property and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Property, plant and equipment, gross	$ 786,571	$ 755,236
Less accumulated depreciation and amortization	(403,085)	(380,598)
Property, plant and equipment, net	383,486	374,638
Leasehold Improvements [Member]
Property, plant and equipment, gross	98,357	98,357
Testing Equipment [Member]
Property, plant and equipment, gross	412,429	394,427
Furniture and Fixtures [Member]
Property, plant and equipment, gross	199,132	185,799
Computer Equipment [Member]
Property, plant and equipment, gross	68,460	68,460
Office Equipment [Member]
Property, plant and equipment, gross	$ 8,193	$ 8,193

Lease Liabilities (Details Narr

Lease Liabilities (Details Narrative)	1 Months Ended	3 Months Ended
	Oct. 31, 2012USD ($)ft²	Mar. 31, 2020USD ($)	Mar. 31, 2019USD ($)	Dec. 31, 2019USD ($)	Sep. 29, 2017ft²
Lease liabilities		$ 549,513
Lease liabiliies, current		154,327		$ 151,568
Rent expense		43,581	$ 43,581
Amortization of right of use asset		37,983	$ 30,502
Right of use asset, net		534,730		572,714
Lease 1 [Member]
Fair value of lease		$ 639,520
Lease discount rate		3.90%
Lease liabilities		$ 488,155
Lease 2 [Member]
Fair value of lease		$ 81,634
Lease discount rate		3.90%
Lease liabilities		$ 61,358		$ 586,315
Lease 1 & 2 [Member]
Monthly lease payments		42,000
Lease Agreement [Member]
Area of Land | ft²	9,605
Deposit paid for lease	$ 47,449	11,751
Prepaid rent	$ 36,979
Renewal of lease term				5 years
Lease Agreement [Member] | VectorVision, Inc [Member]
Area of Land | ft²					5,000
Renewal of lease term					65 months
Lease Agreement [Member] | Through July 2023 [Member]
Monthly lease payments		13,048
Lease Agreement [Member] | Through February 2023 [Member] | VectorVision, Inc [Member]
Monthly lease payments		$ 1,859

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	Apr. 09, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Stock compensation expense		$ 67,606	$ 56,231
Warrants outstanding		62,500		62,500
Fair value of warrants		$ 22,267		$ 13,323
Change in fair value of warrants - derivative liability		$ 8,944	186,034
Shares options, granted		290,000
Number of unvested options outstanding		1,260,833
Number of unvested options outstanding, value		$ 2,910,828
Unvested options, weighted average exercise price		$ 3.04
Unvested options, weighted average remaining life		5 years 3 months 8 days
Aggregate intrinsic value of options outstanding		$ 73,185
Unvested options, aggregate intrinsic value		38,544
Sales and Marketing Expense [Member]
Stock compensation expense		36,902
General and Administrative Expense [Member]
Stock compensation expense		466,991
Based Upon Stock Prices [Member]
Stock compensation expense		$ 503,893	56,231
Minimum [Member] | Based Upon Stock Prices [Member]
Stock price		$ 0.25
Maximum [Member] | Based Upon Stock Prices [Member]
Stock price		$ 3.30
Investors [Member]
Number of warrants exercised		10,382,400
Warrants to purchase common stock		10,382,400
Warrant exercisable price per share		$ 0.34
Net proceeds from warrants		$ 3,550,781
Underwriters [Member] | IPO [Member]
Warrant exercisable price per share	$ 5
Warrants issued	62,500
Five Employees [Member]
Shares options, granted		290,000
Grant date fair value of options granted		$ 110,887
Option vesting period		2 years
Five Employees [Member] | Vest On a Quarterly Basis [Member]
Number of options vested		250,000
Five Employees [Member] | Vest in Full Six Months [Member]
Number of options vested		40,000
Five Employees [Member] | Minimum [Member]
Stock option, exercise price per share		$ 0.32
Five Employees [Member] | Maximum [Member]
Stock option, exercise price per share		$ 0.41
Chairman and CEO [Member]
Grant date fair value of options granted			$ 436,287
Common Stock [Member]
Stock issued during period for services, shares		25,000
Stock compensation expense		$ 12,325
Warrants [Member]
Warrant exercisable price per share		$ 0.40
Warrants outstanding		18,390,338
Weighted average remaining life		4 years 7 months 24 days
Aggregate intrinsic value of warrants		$ 1,712,273
Fair value of warrants				$ 13,323
Change in fair value of warrants - derivative liability		$ 8,944

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Warrants Activity (Details) - Warrants [Member]	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Shares, Beginning Balance | shares	28,802,738
Shares, Granted | shares
Shares, Forfeitures | shares
Shares, Expirations | shares	(30,000)
Shares, Exercised | shares	(10,382,400)
Shares, Ending Balance | shares	18,390,338
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 0.38
Weighted Average Exercise Price, Granted | $ / shares
Weighted Average Exercise Price, Forfeitures | $ / shares
Weighted Average Exercise Price, Expirations | $ / shares	(1.50)
Weighted Average Exercise Price, Exercised | $ / shares	(0.34)
Weighted Average Exercise Price, Ending Balance | $ / shares	$ 0.40
Weighted Average Remaining Contractual Term (Years), Beginning Balance	4 years 10 months 28 days
Weighted Average Remaining Contractual Term (Years), Granted	0 years
Weighted Average Remaining Contractual Term (Years), Ending Balance	4 years 7 months 24 days

Stockholders' Equity - Schedu_2

Stockholders' Equity - Schedule of Exercise Price of Warrants Outstanding and Exercisable (Details) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Warrant One [Member]
Warrants Outstanding and Exercisable (Shares)	14,957,600
Exercise Prices	$ 0.34
Warrant Two [Member]
Warrants Outstanding and Exercisable (Shares)	1,960,000
Exercise Prices	$ 0.44
Warrant Three [Member]
Warrants Outstanding and Exercisable (Shares)	1,040,000
Exercise Prices	$ 0.50
Warrant Four [Member]
Warrants Outstanding and Exercisable (Shares)	226,200
Exercise Prices	$ 0.59
Warrant Five [Member]
Warrants Outstanding and Exercisable (Shares)	35,000
Exercise Prices	$ 1.50
Warrant Six [Member]
Warrants Outstanding and Exercisable (Shares)	109,038
Exercise Prices	$ 2.88
Warrant Seven [Member]
Warrants Outstanding and Exercisable (Shares)	62,500
Exercise Prices	$ 5
Warrants [Member]
Warrants Outstanding and Exercisable (Shares)	18,390,338	28,802,738
Exercise Prices	$ 0.40

Stockholders' Equity - Schedu_3

Stockholders' Equity - Schedule of Fair Value Assumptions of Warrant Liability (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2020USD ($)shares	Dec. 31, 2019USD ($)shares
Number of warrants | shares	62,500	62,500
Fair value of warrants | $	$ 22,267	$ 13,323
Stock Price [Member]
Warrant liability, measurement input	0.46	0.22
Measurement Input, Risk Free Interest Rate [Member]
Warrant liability, measurement input	0.29	1.62
Expected Volatility [Member]
Warrant liability, measurement input	143	145
Expected Life in Years [Member]
Warrant liability, measurement input, expected life (years)	4 years 4 days	4 years 3 months 4 days
Measurement Input, Expected Dividend Yield [Member]
Warrant liability, measurement input	0	0

Stockholders' Equity - Schedu_4

Stockholders' Equity - Schedule of Share-based Compensation, Stock Options, Activity (Details)	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Equity [Abstract]
Shares Outstanding, Beginning Balance | shares	2,962,500
Shares, Granted | shares	290,000
Shares, Forfeitures | shares
Shares, Expirations | shares
Shares, Exercised | shares
Shares Outstanding, Ending Balance | shares	3,252,500
Shares Exercisable, Ending Balance | shares	1,991,667
Weighted Average Exercise Price Outstanding, Beginning Balance | $ / shares	$ 2.94
Weighted Average Exercise Price, Granted | $ / shares
Weighted Average Exercise Price, Forfeitures | $ / shares
Weighted Average Exercise Price, Expirations | $ / shares
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price Outstanding, Ending Balance | $ / shares	2.71
Weighted Average Exercise Price Exercisable, Ending Balance | $ / shares	$ 2.50
Weighted Average Remaining Contractual Term (Years) Outstanding, Beginning Balance	3 years 7 months 21 days
Weighted Average Remaining Contractual Term (Years), Granted	0 years
Weighted Average Remaining Contractual Term (Years) Outstanding, Ending Balance	3 years 11 months 15 days
Weighted Average Remaining Contractual Term (Years) Exercisable, Ending Balance	3 years 1 month 16 days

Stockholders' Equity - Schedu_5

Stockholders' Equity - Schedule of Exercise Price of Options Outstanding and Exercisable (Details) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Options Outstanding (Shares)	3,252,500	2,962,500
Options Exercisable (Shares)	1,991,667
Exercise Price One [Member]
Options Outstanding (Shares)	250,000
Options Exercisable (Shares)	156,250
Exercise Prices	$ 0.25
Exercise Price Two [Member]
Options Outstanding (Shares)	30,000
Options Exercisable (Shares)
Exercise Prices	$ 0.32
Exercise Price Three [Member]
Options Outstanding (Shares)	250,000
Options Exercisable (Shares)	31,250
Exercise Prices	$ 0.39
Exercise Price Four [Member]
Options Outstanding (Shares)	10,000
Options Exercisable (Shares)
Exercise Prices	$ 0.41
Exercise Price Five [Member]
Options Outstanding (Shares)	100,000
Options Exercisable (Shares)	25,000
Exercise Prices	$ 0.54
Exercise Price Six [Member]
Options Outstanding (Shares)	625,000
Options Exercisable (Shares)	625,000
Exercise Prices	$ 2
Exercise Price Seven [Member]
Options Outstanding (Shares)	62,500
Options Exercisable (Shares)	62,500
Exercise Prices	$ 2.30
Exercise Price Eight [Member]
Options Outstanding (Shares)	675,000
Options Exercisable (Shares)	675,000
Exercise Prices	$ 2.50
Exercise Price Nine [Member]
Options Outstanding (Shares)	1,250,000
Options Exercisable (Shares)	416,667
Exercise Prices	$ 4.40

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Compensation cost	$ 436,287
Board Chairman And Chief Executive Officer [Member] | Michael Favish [Member]
Officers compensation	81,250	$ 75,000
Board Chairman And Chief Executive Officer [Member] | Karen Favish [Member]
Officers compensation	28,750	28,750
Board Chairman And Chief Executive Officer [Member] | Kristine Townsend [Member]
Officers compensation	$ 15,000	$ 13,750

Segment Reporting (Details Narr

Segment Reporting (Details Narrative)	3 Months Ended
	Mar. 31, 2020USD ($)Segment	Mar. 31, 2019USD ($)
Number of segment reporting | Segment	1
Revenue	$ 245,723	$ 242,538
Transcranial Doppler Solutions, Inc [Member]
Revenue	3,400
Operating costs	84,483
NutriGuard Formulations, Inc.[Member]
Revenue	11,344
Operating costs	$ 22,995

Segment Reporting - Schedule of

Segment Reporting - Schedule of Segment Reporting Information, by Segment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Revenue	$ 245,723	$ 242,538
Cost of goods sold	109,108	93,492
Gross profit	136,615	149,046
Operating expenses	2,472,837	1,330,539
Loss from operations	(2,336,222)	(1,181,493)
Cash	12,890,140		$ 11,115,502
Inventories	759,085		310,941
Other	654,042		441,275
Total current assets	14,303,267		11,867,718
Right to use asset, net	534,730		572,714
Property and equipment, net	383,486		374,638
Intangible assets, net	50,000		50,000
Other	11,751		11,751
Total assets	15,283,234		12,876,821
Corporate [Member]
Revenue	14,744
Cost of goods sold	2,270
Gross profit	12,474
Operating expenses	107,478	48,763
Loss from operations	(95,004)	(48,763)
Cash	12,890,140		11,115,502
Inventories	157,557		5,003
Other	266,663		7,399
Total current assets	13,314,360		11,127,904
Right to use asset, net
Property and equipment, net
Intangible assets, net
Other
Total assets	13,314,360		11,127,904
Medical Foods [Member]
Revenue	139,789	99,934
Cost of goods sold	66,196	38,272
Gross profit	73,593	61,662
Operating expenses	2,248,909	1,076,744
Loss from operations	(2,175,316)	(1,015,082)
Cash
Inventories	243,992		126,708
Other	340,849		219,223
Total current assets	584,841		345,931
Right to use asset, net	476,187		509,464
Property and equipment, net	247,205		219,056
Intangible assets, net	50,000		50,000
Other	11,751		11,751
Total assets	1,369,984		1,136,202
Medical Devices [Member]
Revenue	91,190	142,604
Cost of goods sold	40,642	55,220
Gross profit	50,548	87,384
Operating expenses	116,450	205,032
Loss from operations	(65,902)	$ (117,648)
Cash
Inventories	357,536		179,230
Other	46,530		214,653
Total current assets	404,066		393,883
Right to use asset, net	58,543		63,250
Property and equipment, net	136,281		155,582
Intangible assets, net
Other
Total assets	$ 598,890		$ 612,715

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Apr. 15, 2020	Apr. 14, 2020	Mar. 31, 2020	Mar. 31, 2019
Net Proceeds from warrants exercised			$ 3,550,781	$ 31,250
Investors [Member]
Number of warrants exercised			10,382,400
Warrants exercisable price per share			$ 0.34
Subsequent Event [Member] | Investors [Member]
Number of warrants exercised	80,000	150,000
Warrants exercisable price per share	$ 0.34	$ 0.34
Net Proceeds from warrants exercised	$ 27,360	$ 51,300