Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 30, 2020 | Jun. 29, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | HealthLynked Corp | ||
Entity Central Index Key | 0001680139 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Type | 10-K | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 000-55768 | ||
Entity Public Float | $ 10,048,055 | ||
Entity Common Stock, Shares Outstanding | 118,887,168 | ||
Entity Incorporation State Country Code | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 110,441 | $ 135,778 |
Accounts receivable, net of allowance for doubtful accounts of $13,972 and $13,972 as of December 31, 2019 and 2018, respectively | 83,251 | 114,884 |
Inventory | 70,460 | |
Prepaid expenses | 119,328 | 28,542 |
Deferred offering costs | 19,203 | 96,022 |
Total Current Assets | 402,683 | 375,226 |
Property, plant and equipment, net of accumulated depreciation of $749,316 and $752,173 as of December 31, 2019 and 2018, respectively | 513,788 | 42,597 |
Goodwill and intangible assets, net of accumulated amortization of $5,908 and $0 as of December 31, 2019 and 2018, respectively | 1,336,958 | |
ROU lease assets and deposits | 293,125 | 9,540 |
Total Assets | 2,546,554 | 427,363 |
Current Liabilities | ||
Accounts payable and accrued expenses | 836,465 | 394,333 |
Capital lease, current portion | 19,877 | |
Lease liability, current portion | 201,523 | |
Due to related party, current portion | 493,457 | 429,717 |
Notes payable to related party, current portion | 743,955 | 672,471 |
Convertible notes payable, net of original issue discount and debt discount of $777,668 and $386,473 as of December 31, 2019 and 2018, respectively | 1,542,036 | 1,042,314 |
Contingent acquisition consideration | 500,000 | |
Derivative financial instruments | 991,288 | 800,440 |
Total Current Liabilities | 5,308,724 | 3,359,152 |
Long-Term Liabilities | ||
Capital leases, long-term portion | 3,058 | |
Lease liability, long term portion | 80,510 | |
Total Liabilities | 5,389,234 | 3,362,210 |
Shareholders' Deficit | ||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 109,894,490 and 85,178,902 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 10,990 | 8,518 |
Common stock issuable, $0.0001 par value; 1,047,904 and 114,080 shares as of December 31, 2019 and 2018, respectively | 159,538 | 26,137 |
Additional paid-in capital | 13,016,446 | 7,531,553 |
Accumulated deficit | (16,029,654) | (10,501,055) |
Total Shareholders' Deficit | (2,842,680) | (2,934,847) |
Total Liabilities and Shareholders' Deficit | $ 2,546,554 | $ 427,363 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for doubtful accounts | $ 13,972 | $ 13,972 |
Property, plant and equipment, net of accumulated depreciation | 749,316 | 752,173 |
Goodwill and intangible assets, net of accumulated amortization | 5,908 | 0 |
Convertible notes payable, net of original issue discount and debt discount | $ 777,668 | $ 386,473 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 109,894,490 | 85,178,902 |
Common stock, shares outstanding | 109,894,490 | 85,178,902 |
Common stock issuable, par value | $ 0.0001 | $ 0.0001 |
Common stock issuable, shares | 1,047,904 | 114,080 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||
Patient service revenue, net | $ 4,018,818 | $ 2,259,002 |
Operating Expenses | ||
Practice salaries and benefits | 2,393,954 | 1,446,243 |
Other practice operating costs | 1,845,070 | 916,408 |
General and administrative | 2,915,419 | 2,844,715 |
Depreciation and amortization | 73,385 | 23,782 |
Total Operating Expenses | 7,227,828 | 5,231,148 |
Loss from operations | (3,209,010) | (2,972,146) |
Other Income (Expenses) | ||
Gain (loss) on extinguishment of debt | (1,229,777) | (393,123) |
Change in fair value of debt | (121,508) | (140,789) |
Financing cost | (135,528) | (1,221,911) |
Amortization of original issue and debt discounts on notes payable and convertible notes | (1,260,513) | (763,616) |
Change in fair value of derivative financial instrument | 671,822 | (106,141) |
Interest expense | (244,085) | (193,109) |
Total other expenses | (2,319,589) | (2,818,689) |
Net loss before provision for income taxes | (5,528,599) | (5,790,835) |
Provision for income taxes | ||
Net loss | $ (5,528,599) | $ (5,790,835) |
Net loss per share, basic and diluted: | ||
Basic | $ (0.06) | $ (0.07) |
Fully diluted | $ (0.06) | $ (0.07) |
Weighted average number of common shares: | ||
Basic | 99,059,677 | 78,816,272 |
Fully diluted | 99,059,677 | 78,816,272 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Deficit - USD ($) | Common Stock | Common Stock Issuable | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 7,230 | $ 8,276 | $ 2,638,311 | $ (4,705,230) | $ (2,051,413) |
Balance, shares at Dec. 31, 2017 | 72,302,937 | ||||
Sale of common stock | $ 988 | 2,450,180 | 2,451,168 | ||
Sale of common stock, shares | 9,875,228 | ||||
Fair value of warrants allocated to proceeds of common stock | 181,788 | 181,788 | |||
Fair value of shares issued with convertible notes payable | $ 4 | 5,593 | 5,597 | ||
Fair value of shares issued with convertible notes payable, shares | 35,000 | ||||
Fair value of warrants issued to extend convertible notes payable | 229,900 | 229,900 | |||
Fair value of warrants issued to retire convertible notes payable | 143,014 | 143,014 | |||
Conversion of convertible notes payable to common stock | $ 38 | 42,173 | 42,211 | ||
Conversion of convertible notes payable to common stock, shares | 384,839 | ||||
Derivative liabilities transferred to additional paid-in capital | 2,846,921 | 2,846,921 | |||
Fair value of warrants issued for professional services | 296,447 | 296,447 | |||
Consultant fees payable with common shares and warrants | $ 28 | 17,869 | 31,659 | 49,556 | |
Consultant fees payable with common shares and warrants, shares | 277,147 | ||||
Fair value of warrants issued to extend related party notes payable | 337,467 | 337,467 | |||
Shares and options issued pursuant to employee equity incentive plan | $ 40 | (8) | 102,598 | 102,630 | |
Shares and options issued pursuant to employee equity incentive plan, shares | 403,750 | ||||
Sale of common stock initially allocated to derivative financial instruments | (1,774,298) | (1,774,298) | |||
Exercise of stock warrants | $ 200 | (200) | |||
Exercise of stock warrants, shares | 2,000,001 | ||||
Repurchase and retirement of treasury shares | $ (10) | (4,990) | (5,000) | ||
Repurchase and retirement of treasury shares, shares | (100,000) | ||||
Net loss | (5,790,835) | (5,790,835) | |||
Balance at Dec. 31, 2018 | $ 8,518 | 26,137 | 7,531,553 | (10,501,055) | (2,934,847) |
Balance, Shares at Dec. 31, 2018 | 85,178,902 | ||||
Acquisition of Hughes Center for Functional Medicine | $ 397 | 999,603 | 1,000,000 | ||
Acquisition of Hughes Center for Functional Medicine, shares | 3,968,254 | ||||
Sale of common stock | $ 832 | 59,000 | 1,444,504 | 1,504,336 | |
Sale of common stock, shares | 8,313,992 | ||||
Fair value of warrants allocated to proceeds of common stock | 154,650 | 154,650 | |||
Shares issued with convertible notes payable | $ 14 | 28,303 | 28,317 | ||
Shares issued with convertible notes payable, shares | 140,500 | ||||
Fair value of warrants allocated to proceeds of convertible notes payable | 225,323 | 225,323 | |||
Fair value of warrants issued and modifications of beneficial conversion feature to extend convertible notes payable | 1,046,399 | 1,046,399 | |||
Conversion of convertible notes payable to common stock | $ 633 | 1,218,922 | 1,219,555 | ||
Conversion of convertible notes payable to common stock, shares | 6,332,893 | ||||
Fair value of warrants issued for professional services | 54,257 | 54,257 | |||
Consultant fees payable with common shares and warrants | $ 56 | 67,240 | 108,026 | 175,322 | |
Consultant fees payable with common shares and warrants, shares | 560,000 | ||||
Shares and options issued pursuant to employee equity incentive plan | $ 35 | 7,161 | 206,336 | 213,532 | |
Shares and options issued pursuant to employee equity incentive plan, shares | 349,063 | ||||
Exercise of stock options | $ 11 | (11) | |||
Exercise of stock options, shares | 113,141 | ||||
Exercise of stock warrants | $ 494 | (219) | 275 | ||
Exercise of stock warrants, shares | 4,937,745 | ||||
Repurchase of treasury stock | (1,200) | (1,200) | |||
Net loss | (5,528,599) | (5,528,599) | |||
Balance at Dec. 31, 2019 | $ 10,990 | $ 159,538 | $ 13,016,446 | $ (16,029,654) | $ (2,842,680) |
Balance, Shares at Dec. 31, 2019 | 109,894,490 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities | ||
Net loss | $ (5,528,599) | $ (5,790,835) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 73,385 | 23,782 |
Stock based compensation, including amortization of prepaid fees | 519,930 | 474,231 |
Amortization of original issue discount and debt discount on convertible notes | 1,260,513 | 763,616 |
Financing cost | 135,528 | 1,221,911 |
Change in fair value of derivative financial instruments | (671,822) | 106,141 |
Loss on extinguishment of debt | 1,229,777 | 393,123 |
Change in fair value of debt | 121,508 | 140,789 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 31,633 | (1,535) |
Inventory | 1,654 | |
Prepaid expenses and deposits | (96,696) | 53,350 |
ROU lease assets | 282,372 | |
Accounts payable and accrued expenses | 492,212 | 193,400 |
Lease liability | (278,017) | |
Due to related party, current portion | 63,771 | 65,841 |
Net cash used in operating activities | (2,362,851) | (2,356,186) |
Cash Flows from Investing Activities | ||
Acquisition of property and equipment | (10,056) | (3,002) |
Acquisition, net of cash acquired | (465,000) | |
Net cash used in investing activities | (475,056) | (3,002) |
Cash Flows from Financing Activities | ||
Proceeds from sale of common stock | 1,658,986 | 2,632,956 |
Proceeds from exercise of warrants | 275 | |
Proceeds from issuance of convertible notes | 2,175,000 | 1,255,500 |
Repayment of convertible notes | (1,020,491) | (1,388,560) |
Proceeds from related party loans | 101,450 | |
Repayment of related party loans | (9,000) | |
Proceeds from notes payable and bank loans | 73,500 | |
Repayment of notes payable and bank loans | (199,067) | |
Payments on capital leases | (16,819) | |
Repurchase and retirement of treasury stock | (1,200) | (5,000) |
Net cash provided by financing activities | 2,812,570 | 2,444,960 |
Net (decrease) increase in cash | (25,337) | 85,772 |
Cash, beginning of period | 135,778 | 50,006 |
Cash, end of period | 110,441 | 135,778 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 38,126 | 79,844 |
Cash paid during the period for income tax | ||
Schedule of non-cash investing and financing activities: | ||
Initial derivative liability and fair value of beneficial conversion feature and original issue discount allocated to proceeds of variable convertible notes payable | 1,870,234 | 1,848,098 |
Common stock issuable issued during period | 35 | 13,799 |
Fair value of warrants issued for professional service | 54,257 | 130,306 |
Conversion of convertible note payable to common shares | 1,219,555 | 62,036 |
Fair value of common shares issued with convertible notes payable | 28,318 | 5,593 |
Cashless exercise of options and warrants | 230 | 200 |
Adoption of lease obligation and ROU asset | 560,050 | |
Fair value of shares issued as acquisition consideration | 1,000,000 | |
Value of contingent acquisition consideration | 500,000 | |
Fair value of warrants issued and modifications of beneficial conversion feature to extend convertible notes payable | 703,267 | 229,902 |
Fair value of warrants issued to extend related party notes payable | 274,801 | 337,466 |
Fair value of warrants issued to extinguish convertible notes payable | 143,014 | |
Derivative liabilities written off with repayment of convertible notes payable | 608,390 | 1,102,882 |
Derivative liabilities written off at end of warrant repricing period | 2,783,372 | |
Derivative liabilities reclassified into additional paid in capital for convertible notes payable conversion into shares | 63,549 | |
Fair value of warrants allocated to proceeds of fixed convertible notes payable | $ 225,323 |
Business and Business Presentat
Business and Business Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Business and Business Presentation [Abstract] | |
BUSINESS AND BUSINESS PRESENTATION | NOTE 1 – BUSINESS AND BUSINESS PRESENTATION HealthLynked Corp. (the "Company") was incorporated in the State of Nevada on August 4, 2014. On September 2, 2014, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada setting the total number of authorized shares at 250,000,000 shares, which included up to 230,000,000 shares of common stock and 20,000,000 shares of "blank check" preferred stock. On February 5, 2018, the Company filed an Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of Nevada to increase the number of authorized shares of common stock to 500,000,000 shares. On September 5, 2014, the Company entered into a share exchange agreement (the "Share Exchange Agreement") with Naples Women's Center LLC ("NWC"), a Florida Limited Liability Company ("LLC"), acquiring 100% of the LLC membership units of NWC through the issuance of 50,000,000 shares of Company common stock to the members of NWC (the "Restructuring"). NWC is a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice located in Naples, Florida. On June 28, 2018, the Company formed wholly-owned subsidiary HLYK FL LLC ("Merger Sub") to act as the acquiring entity in the acquisition of Hughes Center for Functional Medicine, P.A. (the "HCFM"). The acquisition of HCFM was completed on April 12, 2019. At the time of the acquisition, HCFM was renamed and rebranded as Naples Center for Functional Medicine ("NCFM"). See "Note 4 – Acquisition." NCFM is a Functional Medical Practice located in Naples, Florida and is engaged in improving the health of its patients through individualized and integrative health care. NWC and NCFM comprise the Company's "Health Services" segment. The Company also develops and operates an online personal medical information and record archive system, the "HealthLynked Network," which enables patients and doctors to keep track of medical information via the Internet in a cloud-based system. Patients complete a detailed online personal medical history including past surgical history, medications, allergies, and family history. Once this information is entered patients and their treating physicians are able to update the information as needed to provide a comprehensive medical history. Business activities surrounding the HealthLynked Network comprise the Company's "Digital Healthcare" segment. These consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. All significant intercompany transactions and balances have been eliminated upon consolidation. In addition, certain amounts in the prior periods' consolidated financial statements have been reclassified to conform to the current period presentation. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows: Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"). All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, borrowing rate consideration for right-of-use ("ROU") lease assets including related lease liability and useful life of fixed assets. Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption "Leases" in this Note 2 and in Note 9 for more detail on the Company's accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The . Patient Service Revenue Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient. The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company's policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows: ● Medicare: ● Medicaid: ● Other: Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company's compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company's historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM are provided on a cash basis and not submitted through third party insurance providers. Cash and Cash Equivalents For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers' accounts receivable during the related period which generally approximates 48% of total billings. Trade accounts receivable are recorded at this net amount. As of and December 31, 2019 and 2018, the Company's gross accounts receivable were $174,531 and $244,956, respectively, and net accounts receivable were $83,251 and $114,884, respectively, based upon net reporting of accounts receivable. As of December 31, 2019 and 2018, the Company's allowance of doubtful accounts was $13,972 and $13,972, respectively. Leases Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company's consolidated balance sheets. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company's leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Adoption of ASU 2016-02 had an impact of $277,678 and $282,033 on the Company's assets and liabilities, respectively, and had no material impact on cash provided by or used in operating, investing or financing activities on the Company's consolidated statements of cash flows. Inventory Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold. Goodwill and Intangible Assets Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value. The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the years ended December 31, 2019 or 2018. Concentrations of Credit Risk The Company's financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company's revenue or accounts receivable. Generally, the Company's cash and cash equivalents are in checking accounts. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. There was no impairment as of December 31, 2019 or 2018. Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under "Change in Fair Value of Debt." Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity's own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ; ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. Stock-Based Compensation The Company accounts for stock-based compensation under ASC 718 "Compensation – Stock Compensation" using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the year ended December 31, 2019, since the Company has sustained a loss for the period. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards (including the year ended December 31, 2019) and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. Recurring Fair Value Measurements The carrying value of the Company's financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. Net Loss per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the years ended December 31, 2019 and 2018, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of December 31, 2019 and 2018, potentially dilutive securities were comprised of (i) 47,056,293 and 46,161,463 warrants outstanding, respectively, (ii) 3,269,250 and 3,707,996 stock options outstanding, respectively, (iii) 23,210,423 and 15,517,111 shares issuable upon conversion of convertible notes, respectively, and (iv) 332,500 and 540,000 unissued shares subject to future vesting requirements granted pursuant to the Company's Employee Incentive Plan. Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 13, Shareholders' Deficit Business Segments The Company uses the "management approach" to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company's reportable segments. Using the management approach, the Company determined that it has two operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice and the NCFM practice acquired in April 2019) and Digital Healthcare (develops and markets the "HealthLynked Network," an online personal medical information and record archive system). Recent Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption "Leases" in this Note 2 and in Note 9 for more detail on the Company's accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The . In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers — Topic 606 In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The . In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging The . In February 2018, the Financial Accounting Standards Board ("FASB") issued ASC Update No 2018-02 (Topic 220) Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASC update allows for a reclassification into retained earnings of the stranded tax effects in accumulated other comprehensive income ("AOCI") resulting from the enactment of the Tax Cuts and Jobs Act ("TCJA"). The updated guidance is effective for interim and annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019. The . In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted this guidance effective January 1, 2019. The . In July 2018, the FASB issued ASU 2018-09 to provide clarification and correction of errors to the Codification. The amendments in this update cover multiple Accounting Standards Updates. Some topics in the update may require transition guidance with effective dates for annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019. The . |
Going Concern Matters and Liqui
Going Concern Matters and Liquidity | 12 Months Ended |
Dec. 31, 2019 | |
Going Concern Matters and Liquidity [Abstract] | |
GOING CONCERN MATTERS AND LIQUIDITY | NOTE 3 – GOING CONCERN MATTERS AND LIQUIDITY As of December 31, 2019, the Company had a working capital deficit of $4,906,041 and accumulated deficit $16,029,654. For the year ended December 31, 2019, the Company had a net loss of $5,528,599 and net cash used by operating activities of $2,362,851. Net cash used in investing activities was $475,056. Net cash provided by financing activities was $2,812,570, resulting principally from resulting principally from $2,175,000 net proceeds from the issuance of convertible notes and $1,658,986 proceeds from the sale of common stock. The Company's cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans include attempting to improve its business profitability and its ability to generate sufficient cash flow from its operations to meet its needs on a timely basis, obtaining additional working capital funds through equity and debt financing arrangements, and restructuring on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company's ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. A novel strain of coronavirus, COVID-19, that was first identified in China in December 2019, has surfaced in several regions across the world and resulted in travel restrictions and business slowdowns or shutdowns in affected areas. The further spread of COVID-19, and the requirement to take action to limit the spread of the illness, may impact our ability to carry out our business as usual and may materially adversely impact global economic conditions, our business and financial condition, including our potential to conduct financings on terms acceptable to us, if at all. The extent to which COVID-19 may impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. The Company intends that the cost of implementing its development and sales efforts related to the HealthLynked Network, as well as maintaining existing and expanding overhead and administrative costs, will be financed from (i) profits generated by NCFM and, upon completion of the acquisition, from Cura and AHP, and (ii) outside funding sources, including the put rights associated with the Investment Agreement, issuance of convertible notes, sales of common stock, and loans from related parties. The Company expects to repay our outstanding convertible notes, which have an aggregate face value of $2,335,994 as of December 31, 2019, from outside funding sources, including but not limited to new convertible notes payable, amounts available upon the exercise of the put rights granted under the Investment Agreement, sales of equity, loans from related parties and others, or through the conversion of convertible notes into equity. No assurances can be given that the Company will be able to access sufficient outside capital in a timely fashion in order to repay the convertible notes before they mature. If necessary funds are not available, the Company's business and operations would be materially adversely affected and in such event, the Company would attempt to reduce costs and adjust its business plan. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITION | NOTE 4 – ACQUISITION On April 12, 2019 the Company acquired a 100% interest in HCFM, a medical practice engaged in improving the health of its patients through individualized and integrative health care. Under the terms of acquisition, the Company paid HCFM shareholders $500,000 in cash, issued 3,968,254 shares of the Company's common stock and agreed to an earn-out provision of $500,000 that may be earned based on the performance of HCFM in fiscal years ended December 31, 2019, 2020, and 2021. The total consideration represents a transaction value of $2,000,000. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, "Business Combinations" ("ASC 805"). Following the acquisition, HCFM was rebranded as NCFM and was combined with NWC to form the Company's Health Services segment. As a result of the acquisition, the Company is expected to be a leading provider of Functional Medicine in Southwest Florida. The Company also expects to reduce costs in its Health Services segment through economies of scale. The following table summarizes the consideration paid for HCFM and the value of assets acquired that were recognized at the acquisition date. There were no liabilities assumed in the acquisition of HCFM. Cash $ 500,000 Common Stock (3,968,254 shares) 1,000,000 Earn Out Agreement 500,000 Fair Value of Total Consideration $ 2,000,000 The fair value of the 3,968,254 common shares issued as part of the acquisition consideration was determined using the intraday volume weighted average price of the Company's common shares on the acquisition date. The terms of the earn out require the Company to pay the former owner of HCFM up to $100,000, $200,000 and $200,000 on the first, second and third anniversary, respectively, based on achievement by NCFM of revenue of at least $3,100,000 (50% weighting) and EBITDA of at least $550,000 (50% weighting) in the year preceding each anniversary date. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. Cash $ 35,000 Hyperbaric Chambers 452,289 Medical Equipment 29,940 Computer Equipment/Software 19,739 Office Furniture & Equipment 23,052 Inventory 72,114 Leasehold Improvements 25,000 Website 41,000 Patient Management Platform Database 1,230,000 Goodwill 71,866 Fair Value of Identifiable Assets Acquired $ 2,000,000 Goodwill of $71,866 arising from the acquisition consists of value associated with the legacy name. None of the goodwill recognized is expected to be deductible for income tax purposes. The fair value of the website of $41,000 was determined based upon the cost to reconstruct and put into use applying current market rates. The fair value of the Patient Management Platform Database of $1,230,000 was estimated by applying the income approach. Under the income approach, the expected future cash flows generated by the Patient Management Platform Database are estimated and discounted to their net present value at an appropriate risk-adjusted rate of return. Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the business. Cash flows were estimated based on EBITDA using forecasted revenue and costs. The measure is based on significant inputs that are not observable in the market (i.e. Level 3 inputs). Key assumptions include (i) a capitalization rate of 11.75% (ii) sustainable growth of 5% and (iii) a benefit stream using EBITDA cash flow. The amounts of revenue and net income of HCFM included in the Company's consolidated income statement from the acquisition date to the period ending December 31, 2019 are as follows: Revenue $ 2,061,032 Net income $ 152,981 The following represents the pro forma consolidated income statement as if HCFM had been included in the consolidated results of the Company for the entire years ending December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Revenue $ 4,914,468 $ 5,282,346 Net loss (5,457,676 ) (5,564,186 ) These amounts have been calculated after applying the Company's accounting policies and adjusting the results of HCFM to reflect (i) the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2019 and 2018, respectively, and (ii) financing charges related directly to the acquisition of HCFM that would have been incurred in 2018 if the acquisition had been completed on January 1, 2018. |
Deferred Offering Costs and Pre
Deferred Offering Costs and Prepaid Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DEFERRED OFFERING COSTS AND PREPAID EXPENSES | NOTE 5 – DEFERRED OFFERING COSTS AND PREPAID EXPENSES Deferred Offering Costs On July 7, 2016, the Company entered into the Investment Agreement with an accredited investor, pursuant to which an accredited investor agreed to invest up to $3,000,000 to purchase the Company's common stock, par value of $.0001 per share. The purchase price for such shares shall be 80% of the lowest volume weighted average price of the Company's common stock during the five consecutive trading days prior to the date on which written notice is sent by the Company to the investor stating the number of shares that the Company is selling to the investor, subject to certain discounts and adjustments. Further, for each $50,000 that the investor tenders to the Company for the purchase of shares of common stock, the investor was to be granted warrants for the purchase of an equivalent number of shares of common stock. The warrants were to expire five (5) years from their respective grant dates and have an exercise price equal to 130% of the weighted average purchase price for the respective "$50,000 increment." On March 22, 2017, the Company and the investor entered into an Amended Investment Agreement (the "Amended Investment Agreement") whereby the parties agreed to modify the terms of the Investment Agreement by providing that in lieu of granting the investor warrants for each $50,000 that the investor tenders to the Company, the Company granted to the investor warrants to purchase an aggregate of 7,000,000 shares of common stock. The warrants have the following fixed exercise prices: (i) 4,000,000 shares at $0.25 per share; (ii) 2,000,000 shares at $0.50 per share; and (iii) 1,000,000 shares at $1.00 per share. The warrants also contain a "cashless exercise" provision and the shares underlying the warrants will not be registered. The fair value of the warrants was calculated using the Black-Scholes pricing model at $56,635, with the following assumptions: risk-free interest rate of 1.95%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero. On June 7, 2017, the Company also granted warrants to purchase 200,000 shares at $0.25 per share, 100,000 shares at $0.50 per share and 50,000 shares at $1.00 per share to an advisor as a fee in connection with the Amended Investment Agreement. The fair value of the warrants was calculated using the Black-Scholes pricing model at $96,990, with the following assumptions: risk-free interest rate of 1.74%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero. This fair value of the warrants described above was recorded as a deferred offering cost and is being amortized over the period during which the Company can access the financing, which begins the day after a registration statement registering shares underlying the Investment Agreement is declared effective by the United States Securities and Exchange Commission (the "SEC"), and ends 3 years from that date. On May 15, 2017, the SEC declared effective a registration statement registering shares underlying the Investment Agreement. During the years ended December 31, 2019 and 2018, the Company recognized $51,208 and $51,208, respectively, in general and administrative expense related to the cost of the warrants. Prepaid Expenses On June 6, 2018, the Company granted three-year warrants to purchase 600,000 shares at an exercise price of $0.15 per share to two advisors for services to be provided over a six-month period. The fair value of the warrants was calculated using the Black-Scholes pricing model at $94,844, with the following assumptions: risk-free interest rate of 2.65%, expected life of 3 years, volatility of 286.98%, and expected dividend yield of zero. During the years ended December 31, 2019 and 2018, the Company recognized $-0- and $94,844, respectively, in general and administrative expense related to the cost of these warrants. On December 6, 2018, the Company granted additional three-year warrants to purchase 240,000 shares at an exercise price of $0.20 per share to two advisors for services to be provided over a three-month period. The fair value of the warrants was calculated using the Black-Scholes pricing model at $35,462, with the following assumptions: risk-free interest rate of 2.76%, expected life of 3 years, volatility of 285.22%, and expected dividend yield of zero. During the years ended December 31, 2019 and 2018, the Company recognized $25,612 and $9,850, respectively, in general and administrative expense related to the cost of these warrants. During December 2019, the Company completed stock subscription agreements totaling $59,000 for the sale of 479,762 shares of common stock. The funds were received and shares were issued in January and February 2020. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | NOTE 6 – PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment at December 31, 2019 and 2018 were as follows: December 31, 2019 2018 Capital lease equipment $ 251,752 $ 343,492 Medical equipment 482,229 — Telephone equipment 12,308 12,308 Furniture, transport and office equipment 516,815 438,970 Total property, plant and equipment 1,263,104 794,770 Less: accumulated depreciation (749,316 ) (752,173 ) Property, plant and equipment, net $ 513,788 $ 42,597 Depreciation expense during the years ended December 31, 2019 and 2018 was $67,477 and $23,782, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets at December 31, 2019 and 2018 were as follows: December 31, 2019 2018 Medical database $ 1,230,000 $ — Website 41,000 — Total intangible assets 1,271,000 — Less: accumulated amortization (5,908 ) — Intangible assets, net 1,265,092 Plus: goodwill 71,866 Goodwill and intangible assets, net $ 1,336,958 $ — Goodwill and intangible assets arose from the acquisition of NCFM in April 2019. The medical database is assumed to have an indefinite life and is not amortized. The website is being amortized on a straight-line basis over its estimated useful life of five years. Goodwill represents the excess of consideration transferred over the fair value of the net identifiable assets acquired related to the acquisition of NCFM. Amortization expense in the years ended December 31, 2019 and 2018 was $5,908 and $-0-, respectively. No impairment charges were recognized related to goodwill and intangible assets in the years ended December 31, 2019 or 2018. |
Notes Payable and Other Amounts
Notes Payable and Other Amounts Due to Related Party | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable and Other Amounts Due to Related Party [Abstract] | |
NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY | NOTE 8 – NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY Amounts due to related parties as of December 31, 2019 and 2018 were comprised of the following: December 31, 2019 2018 Due to related party: Deferred compensation, Dr. Michael Dent $ 300,600 $ 300,600 Accrued interest payable to Dr. Michael Dent 192,857 129,117 Total due to related party 493,457 429,717 Notes payable to related party: Notes payable to Dr. Michael Dent, current portion $ 743,955 $ 672,471 Dr. Michael Dent Our founder and CEO, Dr. Michael Dent, has made loans to the Company from time to time in the form of unsecured promissory notes payable. The carrying values of notes payable to Dr. Dent as of December 31, 2019 and 2018 were as follows: Interest December 31, Inception Date Maturity Date Rate 2019 2018 January 12, 2017 December 31, 2020 10 % $ 38,378 * $ 40,560 January 18, 2017 December 31, 2020 10 % 21,904 * 23,165 January 24, 2017 December 31, 2020 10 % 54,696 * 57,839 February 9, 2017 December 31, 2020 10 % 32,715 * 34,586 April 20, 2017 December 31, 2020 10 % 10,754 * 11,357 June 15, 2017 December 31, 2020 10 % 34,560 * 36,464 August 17, 2017 December 31, 2020 10 % 20,997 * 20,000 August 24, 2017 December 31, 2020 10 % 39,312 * 37,500 September 7, 2017 December 31, 2020 10 % 36,586 * 35,000 September 21, 2017 December 31, 2020 10 % 27,621 * 26,500 September 29, 2017 December 31, 2020 10 % 12,487 * 12,000 December 21, 2017 December 31, 2020 10 % 14,318 * 14,000 January 8, 2018 December 31, 2020 10 % 76,415 * 75,000 January 11, 2018 December 31, 2020 10 % 9,164 * 9,000 January 26, 2018 December 31, 2020 10 % 17,712 * 17,450 January 3, 2014 December 31, 2020 10 % 296,336 * 222,050 $ 743,955 $ 672,471 * Denotes that note payable is reflected at fair value Interest accrued on the above unsecured promissory notes as of December 31, 2019 and 2018 was $192,888 and $129,117, respectively. On February 12, 2018, the Company issued a five-year warrant to purchase 6,678,462 shares of common stock at an exercise price of $0.065 per share to Dr. Dent (the "2018 Warrant") as an inducement to (i) extend the maturity dates of up to $439,450 loaned by Dr. Dent to the Company in 2017 and 2018 in the form of unsecured promissory notes, including $75,000 loaned from Dr. Dent to the Company in January 2018 to allow the Company to retire an existing convertible promissory note payable to a third party before such convertible promissory note became eligible for conversion, and (ii) provide continued loans to the Company. The fair value of the warrant was calculated using the Black-Scholes pricing model at $337,466, with the following assumptions: risk-free interest rate of 2.56%, expected life of 5 years, volatility of 268.90%, and expected dividend yield of zero. On March 28, 2018, Dr. Dent agreed to extend the maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before September 30, 2018, by one year from the original maturity date. Because the fair value of the warrants was greater than 10% of the present value of the remaining cash flows under the modified promissory notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50 "Debt – Modifications and Extinguishments" ("ASC 470-50"). A loss on debt extinguishment was recorded in the amount of $348,938, equal to the fair value of the warrants of $337,466, plus the excess of $11,472 of the fair value of the reissued debt instruments over the carrying value of the existing debt instruments at the time of extinguishment. The change in fair value of the reissued debt instruments subsequent to the reissuance date, which is included on the statement of operations in "Change in fair value of debt," was $24,098 and $15,029 in the years ended December 31, 2019 and 2018, respectively. On July 18, 2018, in connection with a $2,000,000 private placement by a third-party investor, Dr. Dent agreed to extend the maturity date on all of the above notes until December 31, 2019 for no additional consideration. On December 31, 2019, Dr. Dent agreed to further extend the maturity date on all of the above notes until December 31, 2020 in exchange for (i) a new five-year warrant to purchase 1,157,143 shares of common stock at an exercise price of $0.014 per share, and (ii) an extension of the expiration date on the 2018 Dr. Dent Warrant from February 12, 2023 to January 1, 2025. The fair value of the warrant was calculated using the Black-Scholes pricing model at $133,943, with the following assumptions: risk-free interest rate of 1.69%, expected life of 5 years, volatility of 119.72%, and expected dividend yield of zero. The incremental fair value of the extended 2018 Dr. Dent Warrant was $66,572, being the excess Black-Scholes fair value of the warrant immediately after the change in terms over the Black-Scholes fair value immediately before the change in terms. Because the fair value of consideration issued was greater than 10% of the present value of the remaining cash flows under the modified promissory notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $247,871, equal to the fair value of the warrant consideration of $200,515, plus the excess of $47,356 of the fair value of the reissued debt instruments over the carrying value of the existing debt instruments at the time of extinguishment. There was no change in fair value of the reissued debt instruments subsequent to the reissuance date, since the extinguishment transaction occurred on December 31, 2019. During the years ended December 31, 2019 and 2018, the Company paid Dr. Dent's spouse $139,423 and $150,577, respectively, in consulting fees pursuant to a consulting agreement. MedOffice Direct During 2017, the Company entered into an agreement with MedOffice Direct ("MOD"), a company majority-owned by the Company's CEO and largest shareholder, Dr. Michael Dent, pursuant to which the Company agreed to pay rent to MOD in the amount of $2,040 per month for office space in MOD's facility used by the Company and its employees for the period from January 1, 2017 through July 31, 2018. The agreement terminated on July 31, 2018. During the years ended December 31, 2019 and 2018, the Company recognized rent expense to MOD in the amount of $-0- and $18,360, respectively, pursuant to this agreement. During 2017, the Company entered into a separate Marketing Agreement with MOD pursuant to which MOD agreed to market the HealthLynked Network to its physician practice clients, in exchange for a semi-annual fee of $25,000. This agreement was terminated effective April 1, 2018. During years ended December 31, 2019 and 2018, the Company recognized general and administrative expense in the amount of $-0- and $12,500, respectively, pursuant to this agreement. On July 1, 2018 the Company and MOD signed a marketing and service agreement pursuant to which the Company will include MOD offering as part of its product offering to physicians and the Company will receive 8% of revenue for new sales related to MOD products sold through the HealthLynked Network. Stock Repurchase On October 3, 2018, the Company bought back 100,000 shares of common stock from a shareholder for a total purchase price of $5,000. The shares were retired. The selling shareholder was the brother of our CEO Dr. Michael Dent. On August 28, 2019, the Company bought back 15,000 shares of common stock from a shareholder for a total purchase price of $1,200. The selling shareholder was a former employee. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 9 – LEASES The Company has two operating leases for office space and equipment that expire in July 2020 and a separate operating lease for office space that expires in May 2022. The Company's weighted-average remaining lease term relating to its operating leases is 1.4 years, with a weighted-average discount rate of 18.88%. The Company is also lessee in a capital equipment finance lease for medical equipment entered into in March 2015 and expiring in March 2020. The Company's weighted-average remaining lease term relating to its financing lease is 0.2 years, with a weighted-average discount rate of 9.38%. The Company's lease agreements generally do not provide an implicit borrowing rate, therefore an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. The table below summarizes the Company's lease-related assets and liabilities as of December 31, 2019: As of December 31, 2019 Operating Financing Total Leases Leases Leases Lease assets $ 273,196 $ 4,482 $ 277,678 Lease liabilities Lease liabilities (short term) $ 197,041 $ 4,482 $ 201,523 Lease liabilities (long term) 80,510 — 80,510 Total lease liabilities $ 277,551 $ 4,482 $ 282,033 The Company incurred lease expense of $343,894 for the year ended December 31, 2019, of which $325,546 related to operating leases and $18,348 related to financing leases. Maturities of operating and capital lease liabilities were as follows as of December 31, 2019: Operating Capital Total Leases Leases Commitments 2020 $ 234,891 $ 4,587 $ 239,478 2021 75,019 — 75,019 2022 28,443 — 28,443 2023 — — — Total lease payments 338,353 4,587 342,940 Less interest (60,802 ) (105 ) (60,907 ) Present value of lease liabilities $ 277,551 $ 4,482 $ 282,033 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 10 – NOTES PAYABLE On December 20, 2017, the Company entered into a Merchant Cash Advance Factoring Agreement ("MCA") pursuant to which the Company received an advance of $75,000 before closing fees (the "December 2017 MCA"). The Company was required to repay the advance, which acts like an ordinary note payable, at the rate of $4,048 per week until the balance of $102,000 was repaid. At inception, the Company recognized a note payable in the amount of $102,000 and a discount against the note payable of $28,500. The discount was being amortized over the life of the instrument. During the year ended December 31, 2018, the Company made installment payments of $89,048 on the December 2017 MCA. The December 2017 MCA was repaid on June 1, 2018. During the year ended December 31, 2018, the Company recognized amortization of the discount in the amount of $26,881, including $2,267 recognized to amortize the remaining discount at retirement. On June 1, 2018, the Company entered into an MCA pursuant to which the Company received an advance of $75,000 before closing fees (the "December 2018 MCA"). The Company was required to repay the advance at the rate of $4,048 per week until the balance of $102,000 has been repaid in November 2018. At inception, the Company recognized a note payable in the amount of $102,000 and a discount against the note payable of $28,500. The discount was being amortized over the life of the instrument. During the year ended December 31, 2018, the Company recognized amortization of the discount in the amount of $28,500. The December 2018 MCA was repaid in full in November 2018. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 11 – CONVERTIBLE NOTES PAYABLE Convertible notes payable as of December 31, 2019 and 2018 were comprised of the following: December 31, 2019 2018 $550k Note - July 2016 $ 548,010 * $ 594,813 $50k Note - July 2016 56,866 * 60,312 $111k Note - May 2017 118,606 * 125,190 $171.5k Note - October 2017 — 186,472 $103k Note I - October 2018 — 103,000 $103k Note II - November 2018 — 103,000 $153k Note - November 2018 — 153,000 $103k Note III - December 2018 — 103,000 $357.5k Note - April 2019 328,728 * — $154k Note - June 2019 50,000 — $136k Notes - July 2019 135,850 — $78k Note III - July 2019 78,000 — $230k Note - July 2019 230,000 — $108.9k Note - August 2019 108,947 — $142.5k Note - October 2019 142,500 — $103k Note V - October 2019 103,000 — $108.9k Note II - October 2019 108,947 — $128.5k Note - October 2019 128,500 — $103k Note VI - November 2019 103,000 — $78.8k Note II - December 2019 78,750 — 2,319,704 1,428,787 Less: unamortized discount (777,668 ) (386,473 ) Convertible notes payable, net of original issue discount and debt discount $ 1,542,036 $ 1,042,314 * - Denotes that convertible note payable is carried at fair value Interest expense and amortization of debt discount recognized on each convertible note outstanding during the years ended December 31, 2019 and 2018 were as follows: Interest Expense Amortization of Debt Discount Year Ended December 31, Year Ended December 31, 2019 2018 2019 2018 $550k Note - July 2016 $ 33,000 $ 33,090 $ — $ — $50k Note - July 2016 5,000 5,014 — — $111k Note - May 2017 16,537 16,537 — 6,931 $53k Note - July 2017 — 116 — 1,520 $35k Note - September 2017 — 614 — 7,972 $55k Note - September 2017 — 1,085 — 10,849 $53k Note II - October 2017 — 1,568 — 20,443 $171.5k Note - October 2017 1,786 17,150 — 140,875 $57.8k Note - January 2018 — 3,786 — 37,925 $112.8k Note - February 2018 — 5,746 — 57,456 $83k Note - February 2018 — 4,184 — 41,841 $105k Note - March 2018 — 5,121 — 51,205 $63k Note I - April 2018 — 3,124 — 39,594 $57.8k Note II - April 2018 — 2,895 — 28,954 $90k Note - April 2018 — 3,156 — 31,562 $53k Note III - April 2018 — 2,657 — 33,794 $68.3k Note - May 2018 — 3,366 — 33,566 $37k Note - May 2018 — 1,815 — 18,145 $63k Note II - May 2018 — 3,107 — 31,240 $78.8k Note - May 2018 — 3,938 — 38,836 $103k Note I - October 2018 2,653 2,088 33,972 26,744 $103k Note II - November 2018 3,584 1,383 44,952 17,344 $153k Note - November 2018 7,008 1,761 91,451 23,538 $103k Note III - December 2018 4,261 790 42,611 7,901 $78k Note I - January 2019 3,889 — 52,000 — $78k Note II - January 2019 3,868 — 47,858 — $103k Note III - April 2019 5,108 — 56,323 — $104.5k Note - April 2019 5,768 — 58,246 — $104.5k Note II - April 2019 5,325 — 53,107 — $357.5k Note - April 2019 33,550 — 257,821 — $103k Note IV - May 2019 4,120 — 63,118 — $154k Note - June 2019 8,526 — 85,027 — $67.9k Note I - July 2019 3,220 — 34,765 — $67.9k Note II - July 2019 3,220 — 34,765 — $78k Note III - July 2019 3,590 — 45,343 — $230k Note - July 2019 10,460 — 104,317 — $108.9k Note - August 2019 3,791 — 31,560 — $142.5k Note - October 2019 1,366 — 35,430 — $103k Note V - October 2019 2,568 — 28,213 — $108.9k Note II - October 2019 1,851 — 14,805 — $128.5k Note - October 2019 2,183 — 21,768 — $103k Note VI - November 2019 1,609 — 17,989 — $78.8k Note II - December 2019 626 — 5,072 — $ 178,464 $ 124,090 $ 1,260,513 $ 708,235 Unamortized debt discount on outstanding convertible notes payable as of December 31, 2019 and 2018 are comprised of the following: Unamortized Discount as of December 31, 2019 2018 $103k Note I - October 2018 $ — $ 76,256 $103k Note II - November 2018 — 85,656 $153k Note - November 2018 — 129,462 $103k Note III - December 2018 — 95,099 $154k Note - June 2019 21,175 — $67.9k Note - July 2019 20,497 — $67.9k Note II - July 2019 20,497 — $78k Note III - July 2019 32,657 — $230k Note - July 2019 125,684 — $103.5k Note - August 2019 59,392 — $142.5k Note - October 2019 107,070 — $103k Note V - October 2019 70,686 — $108.9k Note II - October 2019 72,592 — $128.5k Note - October 2019 106,732 — $103k Note VI - November 2019 81,740 — $78.8k Note II - December 2019 58,946 — $ 777,668 $ 386,473 Certain of our convertible notes payable are also carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." The changes in fair value during the years ended December 31, 2019 and 2018 and the fair value as of the years then ended on such instruments were as follows: Change in Fair Value of Debt Fair Value of Debt as of Year Ended December 31, December 31, 2019 2018 2019 2018 $550k Note - July 2016 $ 70,285 $ 96,787 $ 548,010 $ 594,813 $50k Note - July 2016 7,125 13,257 56,866 60,312 $111k Note - May 2017 14,789 10,474 118,606 125,190 $171.5k Note - October 2017 1,781 5,241 — 186,472 $104.5k Note II - April 2019 3,431 — — — $ 97,411 $ 125,759 $ 723,482 $ 966,787 Extensions of Iconic Convertible Notes Payable – December 2019 Between 2016 and 2019, the Company issued and amended certain terms and conditions of the following convertible notes payable to Iconic Holdings, LLC ("Iconic"): a 6% fixed convertible secured promissory note dated July 7, 2016 with a face value of $550,000 (the "$550k Note"), a 10% fixed convertible commitment fee promissory note dated July 7, 2016 with a face value of $50,000 (the "$50k Note"), a 10% fixed convertible secured promissory note dated May 22, 2017 with a face value of $111,000 (the "$111k Note"), and a 10% fixed convertible note dated April 15, 2019 with a face value of $357,500 (the "$357.5k Note"). During the years ended December 31, 2018 and 2019, the terms and conditions of the above notes were amended as described below. On March 28, 2018, in exchange for a five-year warrant to purchase 125,000 shares of the Company's common stock at an exercise price of $0.05 per share, Iconic and the Company agreed to extend the maturity date from January 22, 2018 until July 11, 2018. The fair value of the warrants using Black/Scholes was $10,199 with the following assumptions: risk-free interest rate of 2.59%, expected life of 5 years, volatility of 578.45%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $19,014 and the $111k Note was subsequently carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." On July 11, 2018, Iconic and the Company entered into an Amendment agreement related to the $550k Note, the $50k Note and the $111k Note, pursuant to which the holder agreed to extend the maturity date of the three notes until July 31, 2019 in exchange for (i) a three-year warrant to purchase 200,000 of our common shares at an exercise price of $0.25, and (ii) a three-year warrant to purchase 300,000 of our common shares at an exercise price of $0.50. The fair value of the warrants using Black/Scholes was $133,019 with the following assumptions: risk-free interest rate of 2.67%, expected life of 3 years, volatility of 287.57%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $90,624. On July 13, 2018, Iconic and the Company entered into a second Amendment agreement, pursuant to which the holder agreed to further extend the maturity date of the $550k Note, the $50k Note and the $111k Note until December 31, 2019 in exchange for (i) three-year warrant to purchase 175,000 of our common shares at an exercise price of $0.25, and (ii) three-year warrant to purchase 75,000 of our common shares at an exercise price of $0.50. The fair value of the warrants using Black/Scholes was $60,401 with the following assumptions: risk-free interest rate of 2.66%, expected life of 3 years, volatility of 287.77%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $42,777. On December 31, 2019, Iconic and the Company agreed to extend the maturity date of the $550k Note, the $50k Note, the $111k Note and the $357.5k Note until December 31, 2020 in exchange for (i) a new five-year warrant to Iconic to purchase 1,907,143 shares at an exercise price of $0.14 per share, (ii) extension of the expiration date on 12,586,111 warrants held by Iconic until January 1, 2025, (iii) repricing of the exercise price 3,508,333 warrants held by Iconic from various prices above $0.50 to $0.25, (iv) a reduction of the conversion price of the $111k Note from $0.35 to $0.15 and of the $357.5k Note from $0.20 to $0.15, and (v) the Company agreed to allow a one-time conversion of up to $30,000 on the $111k Note at a reduced conversion rate. The fair value of consideration issued was calculated as follows: (i) the new warrant was calculated using the Black-Scholes pricing model at $220,758, (ii) the incremental fair value of the extended warrants was $395,158 and the incremental fair value of the repriced warrants was $87,351, being the excess of the fair value of the warrants immediately after the change in terms over the fair value immediately before the change in terms, (iii) the incremental fair value of the reduction in conversion price, which represented a change to the beneficial conversion feature, was $142,617, being the excess of the fair value of the conversion feature immediately after the change in terms over the fair value immediately before the change in terms, and (iv) the one-time conversion feature was valued using the Black-Scholes pricing model at $29,642. Because the fair value of consideration issued was greater than 10% of the present value of the remaining cash flows under the modified promissory notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $697,722, equal to the fair value of the consideration issued of $875,526, less the excess of $177,804 of the carrying value of the existing debt instruments at the time of extinguishment over the fair value of the reissued debt instruments. As a result of the agreement, the $357.5k Note will subsequently be carried at fair value and revalued at each period end. The $550k Note, the $50k Note and the $111k Note were already carried at fair value due to previous extinguishment and reissuance transactions. There was no change in fair value of the reissued debt instruments subsequent to the reissuance date, since the extinguishment transaction occurred on December 31, 2019. Convertible Note Payable ($550,000) – July 2016 On July 7, 2016, the Company entered into a 6% fixed convertible secured promissory note with an investor with a face value of $550,000. The $550k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.08 per share, or 6,875,000 of the Company's common shares, and is secured by all of the Company's assets. The Company received $500,000 net proceeds from the note after a $50,000 original issue discount. The $550k Note matures on December 31, 2020. The discount from the original issue discount, warrants and embedded conversion feature ("ECF") associated with the $550k Note was amortized over the original life of the note. The $550k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." Convertible Note Payable ($50,000) – July 2016 On July 7, 2016, the Company entered into a 10% fixed convertible commitment fee promissory note with an investor with a face value of $50,000. The $50k Note matures on December 31, 2020. The $50k note was issued as a commitment fee payable to the Investment Agreement investor in exchange for the investor's commitment to enter into the Investment Agreement, subject to registration of the shares underlying the Investment Agreement. The $50k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.10 per share, or 500,000 of the Company's common shares. The $50k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." Convertible Note Payable ($111,000) – May 2017 On May 22, 2017, the Company entered into a 10% fixed convertible secured promissory note with an investor with a face value of $111,000. The $111k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.15 per share, or 740,000 of the Company's common shares, and is secured by all of the Company's assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 133,333 shares of the Company's common stock at an exercise price of $0.75 per share. The $111k Note matures on December 31, 2020. Convertible Note Payable ($53,000) – July 2017 On July 10, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the "$53k Note"). On January 8, 2018, the Company prepaid the balance on the $53k Note, including accrued interest, for a one-time cash payment of $74,922. In connection with the repayment, the Company recognized a gain on debt extinguishment of $16,188, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. Convertible Note Payable ($35,000) – September 2017 On September 7, 2017, the Company entered into a securities purchase agreement for the sale of a $35,000 convertible note (the "$35k Note"). On March 5, 2018, the Company prepaid the balance on the $35k Note, including accrued interest, for a one-time cash payment of $49,502. In connection with the repayment, the Company recognized a gain on debt extinguishment of $11,778, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. Convertible Note Payable ($55,000) – September 2017 On September 11, 2017, the Company entered into a securities purchase agreement for the sale of a $55,000 convertible note (the "$55k Note"). On March 13, 2018, the Company prepaid the balance on the $55k Note, including accrued interest, for a one-time cash payment of $85,258. In connection with the repayment, the Company recognized a gain on debt extinguishment of $14,763, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. Convertible Note Payable ($53,000) – October 2017 On October 23, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the "$53k Note II") to PULG. On April 18, 2018, the Company prepaid the balance on the $53k Note II, including accrued interest, for a one-time cash payment of $75,000. In connection with the repayment, the Company recognized a gain on debt extinguishment of $16,865, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. Convertible Note Payable ($171,500) – October 2017 On October 27, 2017, the Company entered into a securities purchase agreement for the sale of a $171,500 convertible note (the "$171.5k Note") to an individual lender. The $171.5k Note included a $21,500 original issue discount, for net proceeds of $150,000. On October 31, 2018, the holder of the $171.5k Note agreed to extend the maturity date from the original date of October 26, 2018 until December 31, 2019 in exchange for (i) a three-year warrant to purchase 75,000 shares of Company common stock at an exercise price of $0.25 per share, and (ii) a three-year warrant to purchase 25,000 shares of Company common stock at an exercise price of $0.50 per share. The fair value of the warrants using Black/Scholes was $26,282 with the following assumptions: risk-free interest rate of 2.93%, expected life of 3 years, volatility of 291.52%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. Accordingly, the $171.5k Note was carried at fair value subsequent to the extinguishment date and is revalued at each period end. On February 7, 2019, the holder of the $171.5k Note converted the entire principal balance of $171,500 into 2,512,821 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $139,798, representing the excess of the fair value of the shares issued at conversion over the carrying value of the host instrument and the bifurcated conversion feature at the time of conversion. Convertible Note Payable ($57,750) – January 2018 On January 2, 2018, the Company entered into a securities purchase agreement for the sale of a $57,750 convertible note (the "$58k Note"). The transaction closed on January 3, 2018. The $58k Note included a $5,250 original issue discount and $2,500 fee for net proceeds of $50,000. The $58k Note had an interest rate of 10% and a default interest rate of 18% and was scheduled to mature on January 2, 2019. The $58k Note was convertible into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 28% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. On June 26, 2018, the holder agreed, without consideration, to reduce the discount to 28% of the volume weighted average price of the Company's common stock for the 10 days prior to the conversion date. During the year ended December 31, 2018, the holder converted the entire principal balance of $57,750, as well as accrued interest in the amount of $3,786, into 384,839 shares of Company common stock. Convertible Note Payable ($112,750) – February 2018 On February 2, 2018, the Company entered into a securities purchase agreement for the sale of a $112,750 convertible note (the "$113k Note"). On August 7, 2018, the Company prepaid the balance on the $113k Note, including accrued interest, for a one-time cash payment of $151,536. In connection with the extinguishment, the Company also issued the holder a 3-year warrant to purchase 100,000 shares of Company common stock at an exercise price of $0.25. The fair value of the warrant was $50,614. In connection with the repayment, the Company recognized a gain on debt extinguishment of $2,014, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount and fair value of the warrant issued, in the year ended December 31, 2018. Convertible Note Payable ($83,000) – February 2018 On February 13, 2018, the Company entered into a securities purchase agreement for the sale of a $83,000 convertible note (the "$83k Note"). On August 16, 2018, the Company prepaid the balance on the $83k Note, including accrued interest, for a one-time cash payment of $111,596. In connection with the extinguishment, the Company also issued the holder a 5-year warrant to purchase 237,143 shares of Company common stock at an exercise price of $0.35. The fair value of the warrant was $92,400. In connection with the repayment, the Company recognized a loss on debt extinguishment of $51,251, equal to the excess of the payment amount and fair value of the warrant issued over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($105,000) – March 2018 On March 5, 2018, the Company entered into a securities purchase agreement for the sale of a $105,000 convertible note (the "$105k Note"). On August 30, 2018, the Company prepaid the balance on the $105k Note, including accrued interest, for a one-time cash payment of $140,697. In connection with the repayment, the Company recognized a gain on debt extinguishment of $51,804, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. Convertible Note Payable ($63,000) – April 2018 On April 2, 2018, the Company entered into a securities purchase agreement for the sale of a $63,000 convertible note (the "$63k Note"). On September 28, 2018, the Company prepaid the balance on the $63k Note, including accrued interest, for a one-time cash payment of $89,198. In connection with the repayment, the Company recognized a gain on debt extinguishment of $25,856, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. Convertible Note Payable ($57,750) – April 2018 On April 16, 2018, the Company entered into a securities purchase agreement for the sale of a $57,750 convertible note (the "$57.8k Note II"). On October 16, 2018, the Company prepaid the balance on the $57.8k Note II, including accrued interest, for a one-time cash payment of $81,850. In connection with the repayment, the Company recognized a gain on debt extinguishment of $24,427, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. Convertible Note Payable ($90,000) – April 2018 On April 18, 2018, the Company entered into a securities purchase agreement for the sale of a $90,000 convertible note (the "$90k Note"). On August 24, 2018, the Company prepaid the balance on the $90k Note, including accrued interest, for a one-time cash payment of $119,240. In connection with the repayment, the Company recognized a gain on debt extinguishment of $38,508, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. Convertible Note Payable ($53,000) – April 2018 On April 18, 2018, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the "$53k Note III"). On October 18, 2018, the Company prepaid the balance on the $53k Note III, including accrued interest, for a one-time cash payment of $75,039. In connection with the repayment, the Company recognized a gain on debt extinguishment of $20,945, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. Convertible Note Payable ($68,250) – May 2018 On May 3, 2018, the Company entered into a securities purchase agreement for the sale of a $68,250 convertible note (the "$68.3k Note"). On October 30, 2018, the Company prepaid the balance on the $68.3k Note, including accrued interest, for a one-time cash payment of $91,644. In connection with the repayment, the Company recognized a gain on debt extinguishment of $36,420, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. Convertible Note Payable ($37,000) – May 2018 On May 7, 2018, the Company entered into a securities purchase agreement for the sale of a $37,000 convertible note (the "$37k Note"). On November 2, 2018, the Company prepaid the balance on the $37k Note, including accrued interest, for a one-time cash payment of $49,144. In connection with the repayment, the Company recognized a gain on debt extinguishment of $18,579, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. Convertible Note Payable ($63,000) – May 2018 On May 9, 2018, the Company entered into a securities purchase agreement for the sale of a $63,000 convertible note (the "$63k Note II"). On November 5, 2018, the Company prepaid the balance on the $63k Note II, including accrued interest, for a one-time cash payment of $89,198. In connection with the repayment, the Company recognized a gain on debt extinguishment of $26,166, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. Convertible Note Payable ($78,750) – May 2018 On May 24, 2018, the Company entered into a securities purchase agreement for the sale of a $78,750 convertible note (the "$78.8k Note"). On November 20, 2018, the Company prepaid the balance on the $78.8k Note, including accrued interest, for a one-time cash payment of $104,738. In connection with the repayment, the Company recognized a gain on debt extinguishment of $38,705, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. Convertible Note Payable ($103,000) – October 2018 On October 18, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note I"). On April 4, 2019, the Company prepaid the balance on the $103k Note I, including accrued interest, for a one-time cash payment of $134,500. In connection with the repayment, the Company recognized a gain on debt extinguishment of $28,169, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019. Convertible Note Payable ($103,000) – November 2018 On November 12, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note II"). On May 7, 2019, the Company prepaid the balance on the $103k Note II, including accrued interest, for a one-time cash payment of $134,888. In connection with the repayment, the Company recognized a gain on debt extinguishment of $23,821, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019. Convertible Note Payable ($153,000) – November 2018 On November 19, 2018, the Company entered into a securities purchase agreement for the sale of a $153,000 convertible note (the "$153k Note"). The $153k Note included $3,000 fees for net proceeds of $150,000. The $153k Note had an interest rate of 10% and a default interest rate of 22% and was scheduled to mature on August 19, 2019. The $153k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. During the year ended December 31, 2019, the holder of the $153k Note converted the full principal in the amount of $153,000 and $8,768 of accrued interest into 1,070,894 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $44,993, representing the excess of the fair value of the shares issued at conversion over the carrying value of the host instrument and the bifurcated conversion feature at the time of conversion. Convertible Note Payable ($103,000) – December 2018 On December 3, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note III"). On May 31, 2019, the Company prepaid the balance on the $103k Note III, including accrued interest, for a one-time cash payment of $135,029. In connection with the repayment, the Company recognized a gain on debt extinguishment of $20,445, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019. Convertible Note Payable ($78,000) – January 2019 On January 14, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note"). On July 15, 2019, the Company prepaid the balance on the $78k Note, including accrued interest, for a one-time cash payment of $102,321. In connection with the repayment, the Company recognized a loss on debt extinguishment of $6,258, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest over, in the year ended December 31, 2019. Convertible Note Payable ($78,000) – January 2019 On January 24, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note II"). On July 24, 2019, the Company prepaid the balance on the $78k Note II, including accrued interest, for a one-time cash payment of $102,255. In connection with the repayment, the Company recognized a gain on debt extinguishment of $11,162, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019. Convertible Note Payable ($103,000) – April 2019 On April 3, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note III"). On October 1, 2019, the Company prepaid the balance on the $103k Note III, including accrued interest, for a one-time cash payment of $135,099. In connection with the repayment, the Company recognized a gain on debt extinguishment of $7,728, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019. Convertible Note Payable ($104,500) – April 2019 On April 11, 2019, the Company entered into securities purchase agreements for the sale of a $104,500 convertible note (the "$104.5k Note I"). The $104.5k Note I included $4,500 fees for net proceeds of $100,000. The $104.5k Note I has an interest rate of 10% and a default interest rate of 22%, matures on April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. During the year ended December 31, 2019, the holder of the $104.5k Note I converted the full principal in the amount |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 12 – DERIVATIVE FINANCIAL INSTRUMENTS Derivative financial instruments are comprised of the fair value of conversion features embedded in convertible promissory notes for which the conversion rate is not fixed, but instead is adjusted based on a discount to the market price of the Company's common stock. The fair market value of the derivative liabilities was calculated at inception of each convertible promissory notes for which the conversion rate is not fixed and allocated to the respective convertible notes, with any excess recorded as a charge to "Financing cost." The derivative financial instruments are then revalued at the end of each period, with the change in value recorded to "Change in fair value of on derivative financial instruments." Derivative financial instruments and changes thereto recorded in the years ended December 31, 2019 and 2018 include the following: Years Ended December 31, 2019 2018 Balance, beginning of period $ 800,440 $ 398,489 Inception of derivative financial instruments related to issuance of convertible notes payable 1,870,234 4,245,613 Inception of derivative financial instruments related to extinguishment and reissuance of convertible notes payable 51,169 — Change in fair value of derivative financial instruments (671,822 ) 106,141 Conversion or extinguishment of derivative financial instruments (1,058,733 ) (3,949,803 ) Balance, end of period $ 991,288 $ 800,440 During the years ended December 31, 2019 and 2018, 4 and 1 convertible notes, respectively, were converted in part or in full into common shares by the holders and 8 and 15 convertible notes, respectively, were repaid in full in cash. Accordingly, the derivative financial instruments associated with the ECFs of these convertible notes were written off in connection with the extinguishment of each convertible note. Fair market value of the derivative financial instruments is measured using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.55% to 2.73%, expected life of .011 to 1.00 years, volatility of 119.04% to 293.97% and expected dividend yield of zero. The entire amount of derivative instrument liabilities is classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 13 – SHAREHOLDERS' DEFICIT Common Stock The holders of the Company's common stock are entitled to one vote per share. In addition, the holders of common stock will be entitled to receive ratably dividends, if any, declared by the board of directors out of legally available funds; however, the current policy of the board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of common stock will be entitled to share ratably in all assets that are legally available for distribution. The holders of common stock will have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the board of directors and issued in the future. On January 3, 2018, holders of a majority of the voting power of the outstanding capital stock of the Company, acting by written consented, authorized and approved an amendment to the Amended and Restated Articles of Incorporation of the Company increasing the amount of authorized shares of common stock to 500,000,000 shares from 230,000,000 shares. On February 5, 2018, the Company filed the amendment with the Secretary of State of Nevada to effect the increase. Preferred Stock The Company's board of directors will be authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders, to issue from time to time shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. On September 4, 2014, the Company filed with the Nevada Secretary of State a certificate of designation for up to 20,000,000 shares of Series A Convertible Preferred Stock (the "Series A"). Each share of Series A Convertible Preferred Stock ("Series A") issued in 2014 converts into one share of common, has voting rights on an as converted basis, and receives liquidation preferences. Series A shares are not redeemable and have no dividend rights. No shares of Series A were outstanding as of December 31, 2019 or 2018. July 2018 Private Placement On July 16, 2018, the Company entered into a Securities Purchase Agreement with certain accredited investors pursuant to which the Company sold the following securities (the "July 2018 Private Placement"): (1) an aggregate of 3,900,000 shares of the Company's common stock, par value $0.0001 per share, (2) Pre-Funded Warrants to purchase an aggregate of 4,100,000 shares of Company common stock with an exercise price of $0.0001 and a five-year life, (3) Series A Warrants to purchase 8,000,000 shares of Company common stock with an exercise price of $0.25 per share, subject to anti-dilution and other adjustment as described below, and a term of five years, and (4) Series B Warrants to purchase up to a maximum of 17,000,000 shares of Company common stock, subject to adjustment as described below, at a fixed exercise price of $0.0001. On July 18, 2018, the Company and the investors consummated the transaction. The Company received gross proceeds of $1,999,590. After investor legal fees of $15,000 and placement agent fees of $209,900, net proceeds to the Company were $1,774,690. The Company also issued to the placement agent 640,000 Series A Warrants with the same terms as the investor's Series A Warrants and Series B Warrants to purchase up to a maximum of 1,360,000 shares of Company common stock at an exercise price of $0.0001. The warrants issued in the transaction were treated as follows at inception: (1) because the Series A Warrants were not settled at a fixed price, these instruments did not qualify for equity classification and were recorded as derivative financial instruments with an inception date fair value of $1,984,722, (2) because the Series B Warrants were not settled into a fixed number of shares, these instruments did not qualify for equity classification and were recorded as derivative financial instruments with an inception date fair value of $412,794, (3) the Pre-Funded Warrants were settled into a fixed number of shares at a fixed price and were classified as equity with an inception date fair value of $942,988. The fair value of all warrants at inception was calculated using the Black-Scholes option pricing model with an assumed risk-free interest rate of 2.77%, expected life of 5 years, volatility of 288.0%, and expected dividend yield of zero. At inception, the net proceeds of $1,774,690 were classified first to common stock for the par value of common shares issued and second to derivative liabilities using the fair value of such instruments, with the excess amount of $623,216 recorded as "Financing cost" on the statement of operations. In connection with the transaction, the Company also entered into a Registration Rights Agreement with the investors, pursuant to which the Company was required to (i) file a registration statement on Form S-1 covering the resale of the securities issued in the transaction with thirty (30) days of the closing, and (ii) use its best efforts to have the registration statement declared effective by the U.S. Securities and Exchange Commission (the "SEC") as soon as practicable, but in no event later than the earlier of: (x) (i) in the event that the registration statement is not subject to a full review by the SEC, ninety (90) calendar days after the closing or (ii) in the event that the registration statement is subject to a full review by the SEC, one hundred twenty (120) calendar days after the closing; and (y) the fifth (5 th The Company filed a registration statement on August 16, 2018 that was declared effective by the SEC on August 22, 2018. Based on the price of the Company's common stock during the repricing period that began following the effectiveness of the registration statement and ended on September 21, 2018 (the "Repricing Date"), the following adjustments were made to the securities issued in the transaction: (1) the exercise price of the Series A Warrants issued to the investors and the placement agent was reduced from $0.25 to $0.2233, and (2) the number of Series B Warrants issuable was set at 2,745,757 for the investors and 219,660 for the placement agent. At the Repricing Date, the exercise price of the Series A Warrants and the number of shares issuable pursuant to the Series B Warrants was fixed. Accordingly, the derivative liabilities related to the Series A and Series B Warrants were revalued as of the Repricing Date at $2,071,680 and $711,692, respectively, using the Black-Scholes option pricing model with an assumed risk-free interest rate of 2.95%, expected life of 4.82 years, volatility of 298.82%, and expected dividend yield of zero, and reclassified to equity. The Company recognized a loss on change in fair value of derivative liabilities related to the Series A and Series B Warrants of $385,856 between the closing date and the Repricing Date in the year ended December 31, 2018. Other Private Placements During the year ended December 31, 2019, the Company sold 3,239,924 shares of common stock in eight separate private placement transactions. The Company received $670,000 in proceeds from the sales, which were transacted at share prices between $0.12 and $0.30 per share. In connection with these stock sales, the Company also issued 1,619,962 five-year warrants to purchase shares of common stock at exercise prices between $0.22 and $0.40 per share and 250,000 three-year warrants to purchase shares of common stock at an exercise price of $0.50 per share During the year ended December 31, 2018, the Company sold 3,534,891 shares of common stock in six separate private placement transactions. The Company received $417,500 in proceeds from the sales, which were transacted at share prices between $0.085 and $0.35 per share. In connection with these stock sales, the Company also issued 2,649,798 five-year warrants to purchase shares of common stock at exercise prices between $0.15 and $0.45 per share. Investment Agreement Draws During the year ended December 31, 2019, the Company issued 5,074,068 common shares pursuant to draws made by the Company under the Investment Agreement. The Company received an aggregate of $929,986 in net proceeds from the draws. During the year ended December 31, 2018, the Company issued 2,440,337 common shares pursuant to draws made by the Company under the Investment Agreement. The Company received an aggregate of $440,523 in net proceeds from the draws. Common Stock Issuable As of December 31, 2019 and 2018, the Company was obligated to issue the following shares: December 31, 2019 2018 Amount Shares Amount Shares Shares issuable pursuant to consulting agreements $ 93,377 493,142 $ 26,137 114,080 Shares issuable to employees 7,161 75,000 — — Shares issuable pursuant to stock subscriptions received 59,000 479,762 — — $ 159,538 1,047,904 $ 26,137 114,080 During December 2019, the Company completed stock subscription agreements totaling $59,000 for the sale of 479,762 shares of common stock. The funds were received and shares were issued in January and February 2020. Stock Warrants Transactions involving our stock warrants during the years ended December 31, 2019 and 2018 are summarized as follows: 2019 2018 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 46,161,463 $ 0.18 20,526,387 $ 0.23 Granted during the period 5,864,843 $ 0.22 27,635,819 $ 0.10 Exercised during the period (4,970,013 ) $ 0.00 (2,000,744 ) $ (0.00 ) Terminated during the period — $ — — $ — Outstanding at end of the period 47,056,293 $ 0.21 46,161,462 $ 0.18 Exercisable at end of the period 47,056,293 $ 0.21 46,161,462 $ 0.18 Weighted average remaining life 3.0 3.8 The following table summarizes information about the Company's stock warrants outstanding as of December 31, 2019: Warrants Outstanding Warrants Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.0001 to 0.09 15,287,011 4.9 $ 0.07 15,287,011 $ 0.07 $ 0.10 to 0.24 17,735,322 3.4 $ 0.18 17,735,322 $ 0.18 $ 0.25 to 0.49 10,093,960 4.4 $ 0.29 10,093,960 $ 0.29 $ 0.50 to 1.00 3,940,000 2.2 $ 0.28 3,940,000 $ 0.28 $ 0.05 to 1.00 47,056,293 4.0 $ 0.18 47,056,293 $ 0.18 During the year ended December 31, 2019, the Company issued 5,864,843 warrants. The fair value of warrants issued in 2019 was calculated using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.54% to 2.52%, expected life of 3.0 to 5.0 years, volatility of 118.60% to 216.35%, and expected dividend yield of zero. During the year ended December 31, 2018, the Company issued 27,635,819 warrants. The fair value of warrants issued in 2018 was calculated using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 2.32% to 2.93%, expected life of 3.0 to 5.0 years, volatility of 261.18% to 308.60%, and expected dividend yield of zero. The aggregate grant date fair value of warrants issued during the years ended December 31, 2019 and 2018 and 2017 was $920,668 and $4,645,446, respectively. In June 2018, the Company issued 600,000 five-year warrants with an exercise price of $0.15 to two individuals for consulting services to be performed between June 6 and December 6, 2018. The fair value of the warrants was $94,844, which was recognized to general and administrative expense during the year ended December 31, 2018. In August 2018, the Company issued 400,000 five-year warrants with an exercise price of $0.35 to a consultant for services performed. The fair value of the warrants was $145,861, which was recognized to general and administrative expense during the year ended December 31, 2018. In December 2018, the Company issued 240,000 three-year warrants with an exercise price of $0.20 to two consultants for services performed. The fair value of the warrants was $35,462, which was recognized to general and administrative expense during the year ended December 31, 2018. During the year ended December 31, 2018, the Company sold 3,534,891 shares of common stock in six separate private placement transactions. In connection with these stock sales, the Company also issued 2,649,798 five-year warrants to purchase shares of common stock at exercise prices between $0.15 and $0.45 per share. In March 2019, the Company issued 180,000 three-year warrants with an exercise price of $0.35 to two consultants for services performed. The fair value of the warrants was $54,257, which was recognized to general and administrative expense during the year ended December 31, 2019. On December 31, 2019, Iconic and the Company agreed to extend the maturity date of the $550k Note, the $50k Note, the $111k Note and the $357.5k Note until December 31, 2020 in exchange for (i) a new five-year warrant to Iconic to purchase 1,907,143 shares at an exercise price of $0.14 per share, (ii) extension of the expiration date on 12,586,111 warrants held by Iconic until January 1, 2025, (iii) repricing of the exercise price 3,508,333 warrants held by Iconic from various prices above $0.50 to $0.25, (iv) a reduction of the conversion price of the $111k Note from $0.35 to $0.15 and of the $357.5k Note from $0.20 to $0.15, and (v) the Company agreed to allow a one-time conversion of up to $30,000 on the $111k Note at a reduced conversion rate. During the year ended December 31, 2019, the Company sold 3,239,924 shares of common stock in eight separate private placement transactions. In connection with these stock sales, the Company also issued 1,619,962 five-year warrants to purchase shares of common stock at exercise prices between $0.22 and $0.40 per share and 250,000 three-year warrants to purchase shares of common stock at an exercise price of $0.50 per share. On December 31, 2019, Dr. Dent agreed to further extend the maturity date on all of notes payable to him until December 31, 2020 in exchange for (i) a new five-year warrant to purchase 1,157,143 shares of common stock at an exercise price of $0.014 per share, and (ii) an extension of the expiration date on the 2018 Dr. Dent Warrant from February 12, 2023 to January 1, 2025. During the years ended December 31, 2019 and 2018, holders of warrants exercised warrants into 4,937,745 and 2,000,001 shares of common stock, respectively, from which the Company received proceeds of $275 and $-0-, respectively. Employee Equity Incentive Plan On January 1, 2016, the Company instituted the EIP for the purpose of having equity awards available to allow for equity participation by its employees. The EIP allows for the issuance of up to 15,503,680 shares of the Company's common stock to employees, which may be issued in the form of stock options, stock appreciation rights, or restricted shares. The EIP is governed by the Company's board, or a committee that may be appointed by the board in the future. The following table summarizes the status of shares issued and outstanding under the EIP outstanding as of and for the years ended December 31, 2019 and 2018: 2019 2018 Outstanding at beginning of the period 1,738,750 1,498,750 Granted during the period 135,313 440,000 Terminated during the period — (200,000 ) Outstanding at end of the period 1,874,063 1,738,750 Shares vested at period-end 1,535,313 1,198,750 Weighted average grant date fair value of shares granted during the period $ 0.26 $ 0.30 Aggregate grant date fair value of shares granted during the period $ 12,805 $ 107,197 Shares available for grant pursuant to EIP at period-end 10,360,368 10,075,934 Total stock-based compensation recognized for grants under the EIP was $86,523 and $28,678 during the years ended December 31, 2019 and 2018, respectively. Total unrecognized stock compensation related to these grants was $88,045 as of December 31, 2019. A summary of the status of non-vested shares issued pursuant to the EIP as of December 31, 2019 is presented below: 2019 2018 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 540,000 $ 0.16 628,750 $ 0.05 Granted — $ — 440,000 $ 0.24 Vested (207,500 ) $ 0.14 (328,750 ) $ 0.13 Forfeited — $ — (200,000 ) $ 0.04 Nonvested at end of period 332,500 $ 0.17 540,000 $ 0.16 Employee Stock Options The following table summarizes the status of options outstanding as of and for the years ended of December 31, 2019 and 2018: 2019 2018 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 3,707,996 $ 0.18 2,349,996 $ 0.12 Granted during the period 1,078,750 $ 0.26 1,383,000 $ 0.29 Exercised during the period (154,166 ) $ 0.20 — $ — Forfeited during the period (1,363,330 ) $ 0.18 (25,000 ) $ 0.15 Outstanding at end of the period 3,269,250 $ 0.21 3,707,996 $ 0.18 Options exercisable at period-end 1,633,000 1,375,583 Weighted average remaining life (in years) 7.7 8.1 Weighted average grant date fair value of options granted during the period $ 0.20 $ 0.22 Options available for grant at period-end 10,360,368 10,075,684 The following table summarizes information about the Company's stock options outstanding as of December 31, 2019: Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ — to 0.10 1,283,000 6.0 $ 0.08 1,258,000 0.08 $ 0.11 to 0.31 1,986,250 8.9 $ 0.29 375,000 0.31 $ 0.08 to 0.31 3,269,250 7.7 $ 0.21 1,633,000 $ 0.13 Total stock-based compensation recognized related to option grants was $127,010 and $73,954 during the years ended December 31, 2019 and 2018, respectively. A summary of the status of non-vested options issued pursuant to the EIP as of December 31, 2019 and 2018 is presented below: 2019 2018 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 2,332,413 $ 0.13 1,774,996 $ 0.03 Granted 1,078,750 $ 0.20 1,383,000 $ 0.22 Vested (414,583 ) $ 0.19 (803,583 ) $ 0.05 Forfeited (1,360,330 ) $ 0.07 (22,000 ) $ 0.12 Nonvested at end of period 1,636,250 $ 0.22 2,332,413 $ 0.13 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Service contracts The Company carries various service contracts on its office buildings & certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled. Litigation From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. Leases Maturities of lease liabilities were as follows as of December 31, 2019: Operating Capital Total Leases Leases Commitments 2020 $ 234,891 $ 4,587 $ 239,478 2021 75,019 — 75,019 2022 28,443 — 28,443 2023 — — — Total lease payments 338,353 4,587 342,940 Less interest (60,802 ) (105 ) (60,907 ) Present value of lease liabilities $ 277,551 $ 4,482 $ 282,033 Employment/Consulting Agreements The Company has employment agreements with each of its four physicians. The agreements generally call for a fixed salary at the beginning of the contract with a transaction to performance-based pay later in the contract. The contracts expire at various times through 2019, with early termination available upon a notice period of 30-90 days during which compensation is paid to the physician but the Company has no further severance obligation. On July 1, 2016, the Company entered into an employment agreement with Dr. Michael Dent, Chief Executive Officer and a member of the Board of Directors. Dr. Dent's employment agreement continues until terminated by Dr. Dent or the Company. If Dr. Dent's employment is terminated by the Company (unless such termination is "For Cause" as defined in his employment agreement), then upon signing a general waiver and release, Dr. Dent will be entitled to severance in an amount equal to 12 months of his then-current annual base salary, as well as the pro-rata portion of any bonus that would be due and payable to him. In the event that Dr. Dent terminates the employment agreement, he shall be entitled to any accrued but unpaid salary and other benefits up to and including the date of termination, and the pro-rata portion of any unvested time-based options up until the date of termination. On July 1, 2016, the Company entered into an agreement with Mr. George O'Leary, the Company's Chief Financial Officer and a member of the Board of Directors, extending his prior agreement with the Company. Mr. O'Leary's employment agreement continues until terminated by Mr. O'Leary or the Company. If Mr. O'Leary employment is terminated by the Company (unless such termination is "For Cause" as defined in his employment agreement), then upon signing a general waiver and release, Mr. O'Leary will be entitled to receive his base salary and the Company shall maintain his employee benefits for a period of twelve (12) months beginning on the date of termination. In the event that Mr. O'Leary terminates the agreement, he shall be entitled to any accrued by unpaid salary and other benefits up to and including the date of termination. On July 1, 2018, the Company and Mr. O'Leary entered into an Extension Letter Agreement pursuant to which Mr. O'Leary was increased to full time employment (previously half-time) and agreed to extend the term of his employment to September 30, 2022. In addition to a base salary, the extension provides Mr. O'Leary with certain performance-based cash bonuses, stock grants, and stock option grants. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 – INCOME TAXES The tax reform bill that Congress voted to approve December 20, 2017, also known as the "Tax Cuts and Jobs Act", made sweeping modifications to the Internal Revenue Code, including a much lower corporate tax rate, changes to credits and deductions, and a move to a territorial system for corporations that have overseas earnings. The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%. The following is a reconciliation of the statutory federal income tax rate applied to pre-tax accounting net loss compared to the income taxes in the consolidated statement of operations: 2019 2018 Pre-tax loss $ (5,528,599 ) $ (5,790,835 ) Statutory rate - Tax Law Change 2017 21 % 21 % Income tax benefit at statutory rate (1,161,006 ) (1,216,075 ) Permanent and other differences — — Change in valuation allowance $ (1,161,006 ) $ (1,216,075 ) As of December 31, 2019 and 2018, the types of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts which gave rise to deferred taxes, and their tax effects were as follows: 2019 2018 Net operating loss carryforwards $ 2,903,578 $ 1,792,125 Stock based compensation expense — — Total deferred tax assets 2,903,578 1,792,125 Valuation allowance (2,903,578 ) (1,792,125 ) Net deferred tax assets $ — $ — Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, Management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. Prior to 2014, the Company was an S-Corporation, as defined in the Internal Revenue Code. As an S-Corporation, income/losses were passed through to the stockholders for each year. During 2014, the Company failed to meet the requirements of an S-Corporation when it authorized and issued a second class of stock other than common stock. The S-Corporation requirements allow only one class of stock, among other certain requirements, to maintain S-Corporation status, as defined. The Company upon failing to maintain its S Corporation status became a C-Corporation during 2014. Prior year losses and up to the date that the Company lost its S-Corporation status are not available to the Company, since they were passed through to qualified S-Corporation shareholders. The net operating loss ("NOL") carryovers presented in this note are estimates based on the losses reported at December 31, 2018, 2017 and 2016. While such NOL carryovers could also be subject to IRC Section 382/383 change of ownership rules, Management has not reviewed the Company's ownership changes at the date of this filing. If an ownership change has occurred, the entire amount of Deferred Tax Assets could be limited or possibly eliminated. Based upon Management's assessment a full valuation allowance has been placed upon the Net Deferred Tax Assets, since it is more likely than not that such Assets will not be realized. Therefore, no financial statement benefit has been taken for the Deferred Tax Assets, as of the filing date. Prior to September 5, 2014, the date on which NWC and HLYK completed the Restructuring, the Company's business was comprised of the operations of NWC, which at the time was an LLC comprised of two members. All income taxes resulting from the operation of NWC were passed through to the personal income tax returns of the LLC members. Subsequent to September 5, 2014, HLKD reports the consolidated operations of NWC and HLKD in its tax returns. On a consolidated basis, the Company did not have any tax liability for 2018 or 2019 due to its pre-tax losses. Such return filings are being reviewed by Management, based upon the Company failing to meet the S-Corporation status, as defined. The Company believes there would be no tax liability created for the S corporation failure, since the Company has had losses for the periods presented in this filing. The Company has not taken any uncertain tax positions on any of its open income tax returns filed through the period ended December 31, 2019. The Company's methods of accounting are based on established income tax principles in the Internal Revenue Code and are reflected within its filed income tax returns on the accrual basis. The Company re-assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause the Company to change its judgment regarding the likelihood of a tax position's sustainability under audit. The Company has determined that there were no uncertain tax positions for the years ended December 31, 2019 and 2018. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 16 – SEGMENT REPORTING The Company has two reportable segments: Health Services and Digital Healthcare. Health Services is comprised of the operations of (i) NWC, a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice, and (ii) NCFM, a Functional Medical Practice acquired in April 2019 that is engaged in improving the health of its patients through individualized and integrative health care. The Company's Digital Healthcare segment develops and plans to operate an online personal medical information and record archive system, the "HealthLynked Network," which will enable patients and doctors to keep track of medical information via the Internet in a cloud-based system. The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Segment information for the years ended December 31, 2019 and 2018 was as follows: Year Ended December 31, 2019 Year Ended December 31, 2018 Health Services Digital Healthcare Total Health Services Digital Healthcare Total Revenue Patient service revenue, net $ 4,018,818 $ — $ 4,018,818 $ 2,259,002 $ — $ 2,259,002 Operating Expenses Practice salaries and benefits 2,137,257 — 2,137,257 1,446,243 — 1,446,243 Other practice operating costs 2,101,767 — 2,101,767 916,408 — 916,408 General and administrative — 2,915,419 2,915,419 — 2,844,715 2,844,715 Depreciation and amortization 71,006 2,379 73,385 21,870 1,912 23,782 Total Operating Expenses 4,310,030 2,917,798 7,227,828 2,384,521 2,846,627 5,231,148 Loss from operations $ (291,212 ) $ (2,917,798 ) $ (3,209,010 ) $ (125,519 ) $ (2,846,627 ) $ (2,972,146 ) Other Segment Information Interest expense $ 22,782 $ 221,303 $ 244,085 $ 24,356 $ 168,753 $ 193,109 Loss on extinguishment of debt $ — $ 1,229,777 $ 1,229,777 $ — $ 393,123 $ 393,123 Financing cost $ — $ 135,528 $ 135,528 $ — $ 1,221,911 $ 1,221,911 Amortization of original issue and debt discounts on convertible notes $ — $ 1,260,513 $ 1,260,513 $ — $ 763,616 $ 763,616 Change in fair value of debt $ — $ 121,508 $ 121,508 $ — $ 140,789 $ 140,789 Change in fair value of derivative financial instruments $ — $ (671,822 ) $ (671,822 ) $ — $ 106,141 $ 106,141 December 31, 2019 December 31, 2018 Identifiable assets $ 2,428,752 $ 117,802 $ 2,546,554 $ 184,912 $ 242,451 $ 427,363 Goodwill $ 71,866 $ — $ 71,866 $ — $ — $ — The Digital Healthcare segment recognized revenue of $6,374 and $13,388 in the years ended December 31, 2019 and 2018, respectively, related to subscription revenue billed to and paid for by the Company's physicians for access to the HealthLynked Network. The revenue for Digital Healthcare and related expense for Health Services were eliminated on consolidation. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 17 – FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate their respective fair values due to the short-term nature of such instruments. The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable and related party loans which were extinguished and reissued and are therefore subject to fair value measurement, as well as derivative financial instruments arising from conversion features embedded in convertible promissory notes for which the conversion rate is not fixed. All financial instruments carried at fair value fall within Level 3 of the fair value hierarchy as their value is based on unobservable inputs. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the conclusions reached regarding fair value measurements as of December 31, 2019 and 2018: As of December 31, 2019 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ — $ — $ 723,482 $ 723,482 Notes payable to related party — — 193,007 193,007 Derivative financial instruments — — 991,288 991,288 Total $ — $ — $ 1,907,777 $ 1,907,777 As of December 31, 2018 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ — $ — $ 780,315 $ 780,315 Notes payable to related party — — 203,971 203,971 Derivative financial instruments — — 800,440 800,440 Total $ — $ — $ 1,784,726 $ 1,784,726 The changes in Level 3 financial instruments that are measured at fair value on a recurring basis during the years ended December 31, 2019 and 2018 were as follows: Years Ended December 31, 2019 2018 Convertible notes payable $ (97,410 ) $ (125,760 ) Notes payable to related party (24,098 ) (15,029 ) Derivative financial instruments 671,822 (106,141 ) Total $ 550,314 $ (246,930 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS On January 7, 2020, the Company entered into an MCA agreement with a third party pursuant to which the Company received an advance of $150,000 before closing fees (the "January 2020 MCA"). The Company is required to repay the advance, which acts like an ordinary note payable, at the rate of $7,212 per week until a total of $187,500 is repaid. On January 8, 2020, the holder of the $154k Note converted the remaining principal balance of $50,000 and accrued interest of $8,572 into 968,390 shares of Company common stock. During January and February 2020, the Company sold 2,554,944 shares of common stock in seven separate private placement transactions and received $335,000 in proceeds from the sales. The shares were issued at a share price of $0.14 per share with respect to 285,714 shares and $0.13 per share with respect to 2,269,230 shares. In connection with the stock sales, the Company also issued 142,858 five-year warrants to purchase shares of common stock at an exercise price of $0.24 per share and 1,134,616 five-year warrants to purchase shares of common stock at an exercise price of $0.23 per share. On January 13, 2020, the Company entered into a securities purchase agreement for the sale of a $131,250 convertible note (the "$131.3k Note"). The $131.3k Note included $8,750 fees and discounts for net proceeds of $122,500. The $131.3k Note has an interest rate of 10% and a default interest rate of 22% and matures on January 13, 2021. The $131.3k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. On January 14, 2020, the Company prepaid the balance on the $67.9k Note II, including accrued interest, for a one-time cash payment of $89,152. On January 16, 2020, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note IV"). The $78k Note IV included $3,000 fees for net proceeds of $75,000. The $78k Note IV has an interest rate of 10% and a default interest rate of 22% and matures on October 15, 2020. The $78k Note IV may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. On January 22, 2020, the Company prepaid $40,000 against the balance of the $230k Note. On January 24, 2020, the holder of the $230k Note converted $40,000 of principal and $2,016 of accrued interest on the note into 582,348 shares of Company common stock. On February 24, 2020, the holder converted an additional $40,000 of principal and $2,356 of accrued interest into 654,320 shares of Company common stock. On March 13, 2020, the Company paid the remaining $110,000 of principal plus accrued interest on the $230k Note for a one-time cash payment of $141,554. On January 23, 2020, the holder of the $67.9k Note I converted $35,000 of principal and $3,679 of accrued interest on the note into 464,616 shares of Company common stock. On February 19, 2020, the holder converted the remaining $32,925 of principal and $247 of accrued interest into 421,231 shares of Company common stock and the note was retired. On January 23, 2020, the Company prepaid the balance on the $78k Note III, including accrued interest, for a one-time cash payment of $102,388. On February 5, 2020, the Company entered into an Agreement and Plan of Merger by and among the Company, the Company's wholly-owned subsidiary HLYK Florida, LLC, Cura Health Management LLC, a Florida limited liability company (the "Target"), and ACO Health Partners, LLC, a Delaware limited liability company, Bradberry Holdings, LLC, a Florida limited liability company, and FocusOne Holdings, LLC, a Florida limited liability company (each a "Seller," and, collectively, the "Sellers"). Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Merger Agreement, the Target will merge with and into HLYK FL, with HLYK FL as the surviving entity. The aggregate merger consideration payable to the Sellers is as follows: (i) $437,500 payable at the closing; (ii) common shares of the Company equal to an aggregate value of $875,000 based on the average volume weighted average price (VWAP) of the five (5) business days prior to the closing; (iii) "earn-out" payments in the aggregate amount of $437,500 to be paid over four (4) years, subject to certain revenue and profit targets; and (iv) cash, if any, representing any excess over $25,000 of accounts receivable of the Target immediately prior to the closing. If the accounts receivable balance is below $25,000 at the closing, the difference shall be paid by the Sellers. On February 6, 2020, the holder of the $111k Note converted $30,000 principal on the note into 448,029 shares of Company common stock. On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The Company is monitoring this closely, and although operations have not been materially affected by the coronavirus outbreak to date, the ultimate severity of the outbreak is uncertain. The further spread of COVID-19, and the requirement to take action to limit the spread of the illness, may impact our ability to carry out our business as usual and may materially adversely impact global economic conditions, our business and financial condition, including our potential to conduct financings on terms acceptable to us, if at all. On March 13, 2020, the holder of the $108.9k Note converted $25,000 of principal and $5,992 of accrued interest on the note into 596,002 shares of Company common stock. On March 20, 2020, the holder converted and additional $25,000 of principal and $163 of accrued interest on the note into 537,676 shares of Company common stock. On March 10, 2020, the Company entered into a securities purchase agreement for the sale of a $157,500 convertible note (the "$157.5k Note"). The $157.5k Note included $11,000 fees for net proceeds of $146,500. The $157.5k Note has an interest rate of 10% and a default interest rate of 22% and matures on March 10, 2021. The $157.5k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"). All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, borrowing rate consideration for right-of-use ("ROU") lease assets including related lease liability and useful life of fixed assets. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption "Leases" in this Note 2 and in Note 9 for more detail on the Company's accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The . |
Patient Service Revenue | Patient Service Revenue Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient. The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company's policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows: ● Medicare: ● Medicaid: ● Other: Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company's compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company's historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM are provided on a cash basis and not submitted through third party insurance providers. |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. |
Accounts Receivable | Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers' accounts receivable during the related period which generally approximates 48% of total billings. Trade accounts receivable are recorded at this net amount. As of and December 31, 2019 and 2018, the Company's gross accounts receivable were $174,531 and $244,956, respectively, and net accounts receivable were $83,251 and $114,884, respectively, based upon net reporting of accounts receivable. As of December 31, 2019 and 2018, the Company's allowance of doubtful accounts was $13,972 and $13,972, respectively. |
Leases | Leases Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company's consolidated balance sheets. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company's leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Adoption of ASU 2016-02 had an impact of $277,678 and $282,033 on the Company's assets and liabilities, respectively, and had no material impact on cash provided by or used in operating, investing or financing activities on the Company's consolidated statements of cash flows. |
Inventory | Inventory Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value. The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the years ended December 31, 2019 or 2018. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company's financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company's revenue or accounts receivable. Generally, the Company's cash and cash equivalents are in checking accounts. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. There was no impairment as of December 31, 2019 or 2018. |
Convertible Notes | Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under "Change in Fair Value of Debt." |
Derivative Financial Instruments | Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. |
Fair Value of Assets and Liabilities | Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity's own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ; ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation under ASC 718 "Compensation – Stock Compensation" using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. |
Income Taxes | Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the year ended December 31, 2019, since the Company has sustained a loss for the period. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards (including the year ended December 31, 2019) and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. |
Recurring Fair Value Measurements | Recurring Fair Value Measurements The carrying value of the Company's financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. |
Net Loss per Share | Net Loss per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the years ended December 31, 2019 and 2018, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of December 31, 2019 and 2018, potentially dilutive securities were comprised of (i) 47,056,293 and 46,161,463 warrants outstanding, respectively, (ii) 3,269,250 and 3,707,996 stock options outstanding, respectively, (iii) 23,210,423 and 15,517,111 shares issuable upon conversion of convertible notes, respectively, and (iv) 332,500 and 540,000 unissued shares subject to future vesting requirements granted pursuant to the Company's Employee Incentive Plan. |
Common stock awards | Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. |
Warrants | Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 13, Shareholders' Deficit |
Business Segments | Business Segments The Company uses the "management approach" to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company's reportable segments. Using the management approach, the Company determined that it has two operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice and the NCFM practice acquired in April 2019) and Digital Healthcare (develops and markets the "HealthLynked Network," an online personal medical information and record archive system). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption "Leases" in this Note 2 and in Note 9 for more detail on the Company's accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The . In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers — Topic 606 In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The . In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging The . In February 2018, the Financial Accounting Standards Board ("FASB") issued ASC Update No 2018-02 (Topic 220) Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASC update allows for a reclassification into retained earnings of the stranded tax effects in accumulated other comprehensive income ("AOCI") resulting from the enactment of the Tax Cuts and Jobs Act ("TCJA"). The updated guidance is effective for interim and annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019. The . In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted this guidance effective January 1, 2019. The . In July 2018, the FASB issued ASU 2018-09 to provide clarification and correction of errors to the Codification. The amendments in this update cover multiple Accounting Standards Updates. Some topics in the update may require transition guidance with effective dates for annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019. The . |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of consideration paid for HCFM and the value of assets acquired that were recognized at the acquisition date | Cash $ 500,000 Common Stock (3,968,254 shares) 1,000,000 Earn Out Agreement 500,000 Fair Value of Total Consideration $ 2,000,000 |
Schedule of estimated fair values of the assets acquired and liabilities assumed | Cash $ 35,000 Hyperbaric Chambers 452,289 Medical Equipment 29,940 Computer Equipment/Software 19,739 Office Furniture & Equipment 23,052 Inventory 72,114 Leasehold Improvements 25,000 Website 41,000 Patient Management Platform Database 1,230,000 Goodwill 71,866 Fair Value of Identifiable Assets Acquired $ 2,000,000 |
Schedule of revenue and net income of HCFM included in the Company's consolidated income statement | Revenue $ 2,061,032 Net income $ 152,981 |
Schedule of pro forma consolidated income statement as if HCFM had been included in the consolidated results | Year Ended December 31, 2019 2018 Revenue $ 4,914,468 $ 5,282,346 Net loss (5,457,676 ) (5,564,186 ) |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, 2019 2018 Capital lease equipment $ 251,752 $ 343,492 Medical equipment 482,229 — Telephone equipment 12,308 12,308 Furniture, transport and office equipment 516,815 438,970 Total property, plant and equipment 1,263,104 794,770 Less: accumulated depreciation (749,316 ) (752,173 ) Property, plant and equipment, net $ 513,788 $ 42,597 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill and intangible assets | December 31, 2019 2018 Medical database $ 1,230,000 $ — Website 41,000 — Total intangible assets 1,271,000 — Less: accumulated amortization (5,908 ) — Intangible assets, net 1,265,092 Plus: goodwill 71,866 Goodwill and intangible assets, net $ 1,336,958 $ — |
Notes Payable and Other Amoun_2
Notes Payable and Other Amounts Due to Related Party (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable and Other Amounts Due to Related Party [Abstract] | |
Schedule of amounts due to related parties | December 31, 2019 2018 Due to related party: Deferred compensation, Dr. Michael Dent $ 300,600 $ 300,600 Accrued interest payable to Dr. Michael Dent 192,857 129,117 Total due to related party 493,457 429,717 Notes payable to related party: Notes payable to Dr. Michael Dent, current portion $ 743,955 $ 672,471 |
Schedule of notes payable | Interest December 31, Inception Date Maturity Date Rate 2019 2018 January 12, 2017 December 31, 2020 10 % $ 38,378 * $ 40,560 January 18, 2017 December 31, 2020 10 % 21,904 * 23,165 January 24, 2017 December 31, 2020 10 % 54,696 * 57,839 February 9, 2017 December 31, 2020 10 % 32,715 * 34,586 April 20, 2017 December 31, 2020 10 % 10,754 * 11,357 June 15, 2017 December 31, 2020 10 % 34,560 * 36,464 August 17, 2017 December 31, 2020 10 % 20,997 * 20,000 August 24, 2017 December 31, 2020 10 % 39,312 * 37,500 September 7, 2017 December 31, 2020 10 % 36,586 * 35,000 September 21, 2017 December 31, 2020 10 % 27,621 * 26,500 September 29, 2017 December 31, 2020 10 % 12,487 * 12,000 December 21, 2017 December 31, 2020 10 % 14,318 * 14,000 January 8, 2018 December 31, 2020 10 % 76,415 * 75,000 January 11, 2018 December 31, 2020 10 % 9,164 * 9,000 January 26, 2018 December 31, 2020 10 % 17,712 * 17,450 January 3, 2014 December 31, 2020 10 % 296,336 * 222,050 $ 743,955 $ 672,471 * Denotes that note payable is reflected at fair value |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of lease-related assets and liabilities | As of December 31, 2019 Operating Financing Total Leases Leases Leases Lease assets $ 273,196 $ 4,482 $ 277,678 Lease liabilities Lease liabilities (short term) $ 197,041 $ 4,482 $ 201,523 Lease liabilities (long term) 80,510 — 80,510 Total lease liabilities $ 277,551 $ 4,482 $ 282,033 |
Schedule of maturities of operating and capital lease liabilities | Operating Capital Total Leases Leases Commitments 2020 $ 234,891 $ 4,587 $ 239,478 2021 75,019 — 75,019 2022 28,443 — 28,443 2023 — — — Total lease payments 338,353 4,587 342,940 Less interest (60,802 ) (105 ) (60,907 ) Present value of lease liabilities $ 277,551 $ 4,482 $ 282,033 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Short-term Debt [Line Items] | |
Schedule of convertible notes payable | December 31, 2019 2018 $550k Note - July 2016 $ 548,010 * $ 594,813 $50k Note - July 2016 56,866 * 60,312 $111k Note - May 2017 118,606 * 125,190 $171.5k Note - October 2017 — 186,472 $103k Note I - October 2018 — 103,000 $103k Note II - November 2018 — 103,000 $153k Note - November 2018 — 153,000 $103k Note III - December 2018 — 103,000 $357.5k Note - April 2019 328,728 * — $154k Note - June 2019 50,000 — $136k Notes - July 2019 135,850 — $78k Note III - July 2019 78,000 — $230k Note - July 2019 230,000 — $108.9k Note - August 2019 108,947 — $142.5k Note - October 2019 142,500 — $103k Note V - October 2019 103,000 — $108.9k Note II - October 2019 108,947 — $128.5k Note - October 2019 128,500 — $103k Note VI - November 2019 103,000 — $78.8k Note II - December 2019 78,750 — 2,319,704 1,428,787 Less: unamortized discount (777,668 ) (386,473 ) Convertible notes payable, net of original issue discount and debt discount $ 1,542,036 $ 1,042,314 * - Denotes that convertible note payable is carried at fair value |
Schedule of Interest expense and amortization expense | Interest Expense Amortization of Debt Discount Year Ended December 31, Year Ended December 31, 2019 2018 2019 2018 $550k Note - July 2016 $ 33,000 $ 33,090 $ — $ — $50k Note - July 2016 5,000 5,014 — — $111k Note - May 2017 16,537 16,537 — 6,931 $53k Note - July 2017 — 116 — 1,520 $35k Note - September 2017 — 614 — 7,972 $55k Note - September 2017 — 1,085 — 10,849 $53k Note II - October 2017 — 1,568 — 20,443 $171.5k Note - October 2017 1,786 17,150 — 140,875 $57.8k Note - January 2018 — 3,786 — 37,925 $112.8k Note - February 2018 — 5,746 — 57,456 $83k Note - February 2018 — 4,184 — 41,841 $105k Note - March 2018 — 5,121 — 51,205 $63k Note I - April 2018 — 3,124 — 39,594 $57.8k Note II - April 2018 — 2,895 — 28,954 $90k Note - April 2018 — 3,156 — 31,562 $53k Note III - April 2018 — 2,657 — 33,794 $68.3k Note - May 2018 — 3,366 — 33,566 $37k Note - May 2018 — 1,815 — 18,145 $63k Note II - May 2018 — 3,107 — 31,240 $78.8k Note - May 2018 — 3,938 — 38,836 $103k Note I - October 2018 2,653 2,088 33,972 26,744 $103k Note II - November 2018 3,584 1,383 44,952 17,344 $153k Note - November 2018 7,008 1,761 91,451 23,538 $103k Note III - December 2018 4,261 790 42,611 7,901 $78k Note I - January 2019 3,889 — 52,000 — $78k Note II - January 2019 3,868 — 47,858 — $103k Note III - April 2019 5,108 — 56,323 — $104.5k Note - April 2019 5,768 — 58,246 — $104.5k Note II - April 2019 5,325 — 53,107 — $357.5k Note - April 2019 33,550 — 257,821 — $103k Note IV - May 2019 4,120 — 63,118 — $154k Note - June 2019 8,526 — 85,027 — $67.9k Note I - July 2019 3,220 — 34,765 — $67.9k Note II - July 2019 3,220 — 34,765 — $78k Note III - July 2019 3,590 — 45,343 — $230k Note - July 2019 10,460 — 104,317 — $108.9k Note - August 2019 3,791 — 31,560 — $142.5k Note - October 2019 1,366 — 35,430 — $103k Note V - October 2019 2,568 — 28,213 — $108.9k Note II - October 2019 1,851 — 14,805 — $128.5k Note - October 2019 2,183 — 21,768 — $103k Note VI - November 2019 1,609 — 17,989 — $78.8k Note II - December 2019 626 — 5,072 — $ 178,464 $ 124,090 $ 1,260,513 $ 708,235 |
Schedule of unamortized debt discount on outstanding convertible notes payable | Unamortized Discount as of December 31, 2019 2018 $103k Note I - October 2018 $ — $ 76,256 $103k Note II - November 2018 — 85,656 $153k Note - November 2018 — 129,462 $103k Note III - December 2018 — 95,099 $154k Note - June 2019 21,175 — $67.9k Note - July 2019 20,497 — $67.9k Note II - July 2019 20,497 — $78k Note III - July 2019 32,657 — $230k Note - July 2019 125,684 — $103.5k Note - August 2019 59,392 — $142.5k Note - October 2019 107,070 — $103k Note V - October 2019 70,686 — $108.9k Note II - October 2019 72,592 — $128.5k Note - October 2019 106,732 — $103k Note VI - November 2019 81,740 — $78.8k Note II - December 2019 58,946 — $ 777,668 $ 386,473 |
Schedule of allocation of proceeds at inception | Change in Fair Value of Debt Fair Value of Debt as of Year Ended December 31, December 31, 2019 2018 2019 2018 $550k Note - July 2016 $ 70,285 $ 96,787 $ 548,010 $ 594,813 $50k Note - July 2016 7,125 13,257 56,866 60,312 $111k Note - May 2017 14,789 10,474 118,606 125,190 $171.5k Note - October 2017 1,781 5,241 — 186,472 $104.5k Note II - April 2019 3,431 — — — $ 97,411 $ 125,759 $ 723,482 $ 966,787 |
Convertible Note Payable ($357,500) - April 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Original issue discount $ 32,500 Warrants 96,411 Embedded conversion feature 128,911 Convertible note 99,678 Gross proceeds $ 357,500 |
Convertible Note Payable ($67,925) - July 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 48,866 Original issue discount and fees 2,925 Fair value of shares recorded to equity 3,471 Convertible note 12,663 Gross proceeds $ 67,925 |
Convertible Note Payable ($67,925) - July 2019 One [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 48,866 Original issue discount and fees 2,925 Fair value of shares recorded to equity 3,471 Convertible note 12,663 Gross proceeds $ 67,925 |
Convertible Note Payable ($78,000) - July 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 76,763 Original issue discount and fees 3,000 Financing cost (1,763 ) Convertible note — Gross proceeds $ 78,000 |
Convertible Note Payable ($230,000) - July 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 220,246 Original issue discount and fees 20,000 Financing cost (10,246 ) Convertible note — Gross proceeds $ 230,000 |
Convertible Note Payable ($108,947) - August 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 82,004 Original issue discount and fees 8,947 Convertible note 17,996 Gross proceeds $ 108,947 |
Convertible Note Payable ($142,500) - October 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 137,205 Original issue discount and fees 7,500 Financing cost (2,205 ) Convertible note — Gross proceeds $ 142,500 |
Convertible Note Payable ($103,000) - October 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 95,899 Original issue discount and fees 3,000 Convertible note 4,101 Gross proceeds $ 103,000 |
Convertible Note Payable ($108,947) - October 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 78,450 Original issue discount and fees 8,947 Convertible note 21,550 Gross proceeds $ 108,947 |
Convertible Note Payable ($128,500) - October 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 125,080 Original issue discount and fees 3,500 Financing cost (80 ) Convertible note — Gross proceeds $ 128,500 |
Convertible Note Payable ($103,000) - November 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 96,730 Original issue discount and fees 3,000 Convertible note 3,270 Gross proceeds $ 103,000 |
Convertible Note Payable ($78,750) - December 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 56,068 Original issue discount and fees 3,750 Fair value of shares recorded to equity 4,200 Convertible note 14,732 Gross proceeds $ 78,750 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative financial instruments | Years Ended December 31, 2019 2018 Balance, beginning of period $ 800,440 $ 398,489 Inception of derivative financial instruments related to issuance of convertible notes payable 1,870,234 4,245,613 Inception of derivative financial instruments related to extinguishment and reissuance of convertible notes payable 51,169 — Change in fair value of derivative financial instruments (671,822 ) 106,141 Conversion or extinguishment of derivative financial instruments (1,058,733 ) (3,949,803 ) Balance, end of period $ 991,288 $ 800,440 |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Option Indexed to Issuer's Equity [Line Items] | |
Schedule of common stock issuable | December 31, 2019 2018 Amount Shares Amount Shares Shares issuable pursuant to consulting agreements $ 93,377 493,142 $ 26,137 114,080 Shares issuable to employees 7,161 75,000 — — Shares issuable pursuant to stock subscriptions received 59,000 479,762 — — $ 159,538 1,047,904 $ 26,137 114,080 |
Schedule of stock warrants | 2019 2018 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 46,161,463 $ 0.18 20,526,387 $ 0.23 Granted during the period 5,864,843 $ 0.22 27,635,819 $ 0.10 Exercised during the period (4,970,013 ) $ 0.00 (2,000,744 ) $ (0.00 ) Terminated during the period — $ — — $ — Outstanding at end of the period 47,056,293 $ 0.21 46,161,462 $ 0.18 Exercisable at end of the period 47,056,293 $ 0.21 46,161,462 $ 0.18 Weighted average remaining life 3.0 3.8 |
Schedule of stock warrants outstanding | 2019 2018 Outstanding at beginning of the period 1,738,750 1,498,750 Granted during the period 135,313 440,000 Terminated during the period — (200,000 ) Outstanding at end of the period 1,874,063 1,738,750 Shares vested at period-end 1,535,313 1,198,750 Weighted average grant date fair value of shares granted during the period $ 0.26 $ 0.30 Aggregate grant date fair value of shares granted during the period $ 12,805 $ 107,197 Shares available for grant pursuant to EIP at period-end 10,360,368 10,075,934 |
Schedule of stock options outstanding | 2019 2018 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 3,707,996 $ 0.18 2,349,996 $ 0.12 Granted during the period 1,078,750 $ 0.26 1,383,000 $ 0.29 Exercised during the period (154,166 ) $ 0.20 — $ — Forfeited during the period (1,363,330 ) $ 0.18 (25,000 ) $ 0.15 Outstanding at end of the period 3,269,250 $ 0.21 3,707,996 $ 0.18 Options exercisable at period-end 1,633,000 1,375,583 Weighted average remaining life (in years) 7.7 8.1 Weighted average grant date fair value of options granted during the period $ 0.20 $ 0.22 Options available for grant at period-end 10,360,368 10,075,684 |
Warrant [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Schedule of stock options outstanding | Warrants Outstanding Warrants Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.0001 to 0.09 15,287,011 4.9 $ 0.07 15,287,011 $ 0.07 $ 0.10 to 0.24 17,735,322 3.4 $ 0.18 17,735,322 $ 0.18 $ 0.25 to 0.49 10,093,960 4.4 $ 0.29 10,093,960 $ 0.29 $ 0.50 to 1.00 3,940,000 2.2 $ 0.28 3,940,000 $ 0.28 $ 0.05 to 1.00 47,056,293 4.0 $ 0.18 47,056,293 $ 0.18 |
Employee Stock Option [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Schedule of stock warrants outstanding | Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ — to 0.10 1,283,000 6.0 $ 0.08 1,258,000 0.08 $ 0.11 to 0.31 1,986,250 8.9 $ 0.29 375,000 0.31 $ 0.08 to 0.31 3,269,250 7.7 $ 0.21 1,633,000 $ 0.13 |
Schedule of non-vested shares issued | 2019 2018 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 2,332,413 $ 0.13 1,774,996 $ 0.03 Granted 1,078,750 $ 0.20 1,383,000 $ 0.22 Vested (414,583 ) $ 0.19 (803,583 ) $ 0.05 Forfeited (1,360,330 ) $ 0.07 (22,000 ) $ 0.12 Nonvested at end of period 1,636,250 $ 0.22 2,332,413 $ 0.13 |
Employee Equity Incentive Plan [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Schedule of shares issued and outstanding under the EIP outstanding | 2019 2018 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 540,000 $ 0.16 628,750 $ 0.05 Granted — $ — 440,000 $ 0.24 Vested (207,500 ) $ 0.14 (328,750 ) $ 0.13 Forfeited — $ — (200,000 ) $ 0.04 Nonvested at end of period 332,500 $ 0.17 540,000 $ 0.16 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of maturities operating lease liabilities | Operating Capital Total Leases Leases Commitments 2020 $ 234,891 $ 4,587 $ 239,478 2021 75,019 — 75,019 2022 28,443 — 28,443 2023 — — — Total lease payments 338,353 4,587 342,940 Less interest (60,802 ) (105 ) (60,907 ) Present value of lease liabilities $ 277,551 $ 4,482 $ 282,033 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of the statutory federal income tax rate | 2019 2018 Pre-tax loss $ (5,528,599 ) $ (5,790,835 ) Statutory rate - Tax Law Change 2017 21 % 21 % Income tax benefit at statutory rate (1,161,006 ) (1,216,075 ) Permanent and other differences — — Change in valuation allowance $ (1,161,006 ) $ (1,216,075 ) |
Schedule of temporary differences between the tax basis of assets and liabilities | 2019 2018 Net operating loss carryforwards $ 2,903,578 $ 1,792,125 Stock based compensation expense — — Total deferred tax assets 2,903,578 1,792,125 Valuation allowance (2,903,578 ) (1,792,125 ) Net deferred tax assets $ — $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Year Ended December 31, 2019 Year Ended December 31, 2018 Health Services Digital Healthcare Total Health Services Digital Healthcare Total Revenue Patient service revenue, net $ 4,018,818 $ — $ 4,018,818 $ 2,259,002 $ — $ 2,259,002 Operating Expenses Practice salaries and benefits 2,137,257 — 2,137,257 1,446,243 — 1,446,243 Other practice operating costs 2,101,767 — 2,101,767 916,408 — 916,408 General and administrative — 2,915,419 2,915,419 — 2,844,715 2,844,715 Depreciation and amortization 71,006 2,379 73,385 21,870 1,912 23,782 Total Operating Expenses 4,310,030 2,917,798 7,227,828 2,384,521 2,846,627 5,231,148 Loss from operations $ (291,212 ) $ (2,917,798 ) $ (3,209,010 ) $ (125,519 ) $ (2,846,627 ) $ (2,972,146 ) Other Segment Information Interest expense $ 22,782 $ 221,303 $ 244,085 $ 24,356 $ 168,753 $ 193,109 Loss on extinguishment of debt $ — $ 1,229,777 $ 1,229,777 $ — $ 393,123 $ 393,123 Financing cost $ — $ 135,528 $ 135,528 $ — $ 1,221,911 $ 1,221,911 Amortization of original issue and debt discounts on convertible notes $ — $ 1,260,513 $ 1,260,513 $ — $ 763,616 $ 763,616 Change in fair value of debt $ — $ 121,508 $ 121,508 $ — $ 140,789 $ 140,789 Change in fair value of derivative financial instruments $ — $ (671,822 ) $ (671,822 ) $ — $ 106,141 $ 106,141 December 31, 2019 December 31, 2018 Identifiable assets $ 2,428,752 $ 117,802 $ 2,546,554 $ 184,912 $ 242,451 $ 427,363 Goodwill $ 71,866 $ — $ 71,866 $ — $ — $ — |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of fair value measurements | As of December 31, 2019 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ — $ — $ 723,482 $ 723,482 Notes payable to related party — — 193,007 193,007 Derivative financial instruments — — 991,288 991,288 Total $ — $ — $ 1,907,777 $ 1,907,777 As of December 31, 2018 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ — $ — $ 780,315 $ 780,315 Notes payable to related party — — 203,971 203,971 Derivative financial instruments — — 800,440 800,440 Total $ — $ — $ 1,784,726 $ 1,784,726 |
Fair Value, Inputs, Level 3 [Member] | |
Schedule of fair value measurements | Years Ended December 31, 2019 2018 Convertible notes payable $ (97,410 ) $ (125,760 ) Notes payable to related party (24,098 ) (15,029 ) Derivative financial instruments 671,822 (106,141 ) Total $ 550,314 $ (246,930 ) |
Business and Business Present_2
Business and Business Presentation (Details) - shares | Sep. 05, 2014 | Feb. 05, 2018 | Sep. 02, 2014 |
Business and Business Presentation (Textual) | |||
Total authorized shares | 250,000,000 | ||
Common shares | 230,000,000 | ||
Preferred shares | 20,000,000 | ||
Increase authorized shares of common stock | 500,000,000 | ||
Share Exchange Agreement [Member] | |||
Business and Business Presentation (Textual) | |||
Equity method investment ownership percentage | 100.00% | ||
Stock issued during period shares acquisitions | 50,000,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Significant Accounting Policies (Textual) | ||
Percentage of customers accounts receivable billings | 48.00% | |
Accounts receivable gross | $ 174,531 | $ 244,956 |
Accounts receivable net | $ 83,251 | 114,884 |
Concentration risk, percentage | 10.00% | |
Allowance of doubtful accounts | $ 13,972 | $ 13,972 |
Total lease assets | 277,678 | |
Total lease liabilities | $ 282,033 | |
Minimum [Member] | ||
Significant Accounting Policies (Textual) | ||
Estimated useful lives | 5 years | |
Maximum [Member] | ||
Significant Accounting Policies (Textual) | ||
Estimated useful lives | 7 years | |
Convertible Notes [Member] | ||
Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 23,210,423 | 15,517,111 |
Stock Options [Member] | ||
Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 3,269,250 | 3,707,996 |
Warrant [Member] | ||
Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 47,056,293 | 46,161,463 |
Unissued [Member] | ||
Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 332,500 | 540,000 |
Going Concern Matters and Liq_2
Going Concern Matters and Liquidity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Going Concern Matters and Liquidity (Textual) | ||
Working capital deficit | $ 4,906,041 | |
Accumulated deficit | (16,029,654) | $ (10,501,055) |
Net loss | (5,528,599) | (5,790,835) |
Net cash used by operating activities | (2,362,851) | (2,356,186) |
Net cash used in investing activities | (475,056) | (3,002) |
Net cash provided by financing activities | 2,812,570 | 2,444,960 |
Proceeds from sale of common stock | 1,658,986 | 2,632,956 |
Net proceeds from issuance of convertible notes | 2,175,000 | 1,255,500 |
Convertible notes aggregate face value | $ 101,450 |
Acquisition (Details)
Acquisition (Details) | Apr. 12, 2019USD ($) |
Business Combinations [Abstract] | |
Cash | $ 500,000 |
Common Stock (3,968,254 shares) | 1,000,000 |
Earn Out Agreement | 500,000 |
Fair Value of Total Consideration | $ 2,000,000 |
Acquisition (Details 1)
Acquisition (Details 1) - USD ($) | Dec. 31, 2019 | Apr. 12, 2019 | Dec. 31, 2018 |
Business Combinations [Abstract] | |||
Cash | $ 35,000 | ||
Hyperbaric Chambers | 452,289 | ||
Medical Equipment | 29,940 | ||
Computer Equipment/Software | 19,739 | ||
Office Furniture & Equipment | 23,052 | ||
Inventory | 72,114 | ||
Leasehold Improvements | 25,000 | ||
Website | 41,000 | ||
Patient Management Platform Database | 1,230,000 | ||
Goodwill | $ 71,866 | 71,866 | |
Fair Value of Identifiable Assets Acquired | $ 2,000,000 |
Acquisition (Details 2)
Acquisition (Details 2) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Business Combinations [Abstract] | |
Revenue | $ 2,061,032 |
Net income | $ 152,981 |
Acquisition (Details 3)
Acquisition (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Revenue | $ 3,741,591 | $ 5,282,346 |
Net loss | $ (2,994,648) | $ (5,564,186) |
Acquisition (Details Textual)
Acquisition (Details Textual) - USD ($) | Apr. 12, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash | $ 500,000 | ||
Shares of common stock | 3,968,254 | ||
Total consideration represents transaction value | $ 2,000,000 | ||
Goodwill | $ 71,866 | $ 71,866 | |
Description of acquisition | Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the business. Cash flows were estimated based on EBITDA using forecasted revenue and costs. The measure is based on significant inputs that are not observable in the market (i.e. Level 3 inputs). Key assumptions include (i) a capitalization rate of 11.75% (ii) sustainable growth of 5% and (iii) a benefit stream using EBITDA cash flow. | ||
Fair value of website | $ 41,000 | ||
Fair value of patient management platform database | $ 1,230,000 | ||
HCFM [Member] | |||
Acquired interest rate | 100.00% | ||
Shares of common stock | 3,968,254 | ||
Description of acquisition | The Company to pay the former owner of HCFM up to $100,000, $200,000 and $200,000 on the first, second and third anniversary, respectively, based on achievement by NCFM of revenue of at least $3,100,000 (50% weighting) and EBITDA of at least $550,000 (50% weighting) in the year preceding each anniversary date. | ||
Agreed to earn-out provision, description | Agreed to an earn-out provision of $500,000 that may be earned based on the performance of HCFM in fiscal years ended December 31, 2019, 2020, and 2021. The total consideration represents a transaction value of $2,000,000. | ||
HCFM [Member] | Common Stock [Member] | |||
Shares of common stock | 3,968,254 |
Deferred Offering Costs and P_2
Deferred Offering Costs and Prepaid Expenses (Details) | Dec. 06, 2018USD ($)$ / sharesshares | Jun. 06, 2018USD ($)$ / sharesshares | Jun. 07, 2017USD ($)$ / sharesshares | Mar. 22, 2017USD ($)shares | Jul. 07, 2016USD ($)Segments$ / shares | Sep. 21, 2018 | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares |
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||
Common stock par value, per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Fair of warrants issued for professional service | $ 54,257 | $ 130,306 | ||||||
Risk-free interest rate | 2.95% | |||||||
Expected life (in years) | 4 years 9 months 25 days | |||||||
Expected volatility rate | 298.82% | |||||||
General and administrative | 2,915,419 | 2,844,715 | ||||||
Stock Subscription Agreements [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||
Proceeds from sale of stock | $ 59,000 | |||||||
Sale of common stock shares | shares | 479,762 | |||||||
Warrants [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||
General and administrative | $ 25,612 | 9,850 | ||||||
Warrants One [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||
General and administrative | 0 | 94,844 | ||||||
Advisor [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||
Warrants to purchase of common stock | shares | 200,000 | |||||||
Warrants to purchase, per share | $ / shares | $ 0.25 | |||||||
Advisor One [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||
Warrants to purchase of common stock | shares | 100,000 | |||||||
Warrants to purchase, per share | $ / shares | $ 0.50 | |||||||
Advisor Two [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||
Warrants to purchase of common stock | shares | 50,000 | |||||||
Warrants to purchase, per share | $ / shares | $ 1 | |||||||
Two Advisor [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||
Fair of warrants issued for professional service | $ 35,462 | $ 94,844 | ||||||
Risk-free interest rate | 2.76% | 2.65% | ||||||
Expected life (in years) | 3 years | 3 years | ||||||
Expected volatility rate | 285.22% | 286.98% | ||||||
Expected dividend yield | 0.00% | 0.00% | ||||||
Warrants to purchase of common stock | shares | 240,000 | 600,000 | ||||||
Warrants to purchase, per share | $ / shares | $ 0.20 | $ 0.15 | ||||||
Investment Agreement [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||
General and administrative | $ 51,208 | $ 51,208 | ||||||
Investment Agreement [Member] | Accredited Investor [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||
Amount invested to purchase of common stock | $ 3,000,000 | |||||||
Common stock par value, per share | $ / shares | $ 0.0001 | |||||||
Purchase price of shares, percentage | 80.00% | |||||||
Common stock, trading days | Segments | 5 | |||||||
Payments to purchase of common stock | $ 50,000 | |||||||
Weighted average purchase price | $ 50,000 | |||||||
Warrants expiration, term | 5 years | |||||||
Warrants exercise price, percentage | 130.00% | |||||||
Amended Investment Agreement [Member] | Investor [Member] | ||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||
Warrants exercise prices, description | (i) 4,000,000 shares at $0.25 per share; (ii) 2,000,000 shares at $0.50 per share; and (iii) 1,000,000 shares at $1.00 per share. | |||||||
Fair of warrants issued for professional service | $ 96,990 | $ 56,635 | ||||||
Risk-free interest rate | 1.74% | 1.95% | ||||||
Expected life (in years) | 5 years | 5 years | ||||||
Expected volatility rate | 40.00% | 40.00% | ||||||
Expected dividend yield | 0.00% | 0.00% | ||||||
Granting the investor warrants to tender | $ 50,000 | |||||||
Warrants to purchase of common stock | shares | 7,000,000 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,263,104 | $ 794,770 |
Less: accumulated depreciation | (749,316) | (752,173) |
Property, plant and equipment, net | 513,788 | 42,597 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 482,229 | |
Telephone equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 12,308 | 12,308 |
Furniture, transport and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 516,815 | 438,970 |
Capital lease equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 251,752 | $ 343,492 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant, and Equipment (Textual) | ||
Depreciation expense | $ 73,385 | $ 23,782 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Apr. 12, 2019 | Dec. 31, 2018 |
Total intangible assets | $ 1,271,000 | ||
Less: accumulated amortization | (5,908) | 0 | |
Intangible assets, net | 1,265,092 | ||
Plus: goodwill | 71,866 | $ 71,866 | |
Goodwill and intangible assets, net | 1,336,958 | ||
Medical database [Member] | |||
Total intangible assets | 1,230,000 | ||
Website [Member] | |||
Total intangible assets | $ 41,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets (Textual) | ||
Amortization expense | $ 5,908 | $ 0 |
Estimated useful life | 5 years |
Notes Payable and Other Amoun_3
Notes Payable and Other Amounts Due to Related Party (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Due to related party: | ||
Total due to related party | $ 493,457 | $ 429,717 |
Notes payable to related party: | ||
Notes payable to Dr. Michael Dent, current portion | 743,955 | 672,471 |
Deferred compensation, Dr. Michael Dent [Member] | ||
Due to related party: | ||
Total due to related party | 300,600 | 300,600 |
Accrued interest payable to Dr. Michael Dent [Member] | ||
Due to related party: | ||
Total due to related party | 192,857 | 129,117 |
Notes payable to Dr. Michael Dent, current portion [Member] | ||
Notes payable to related party: | ||
Notes payable to Dr. Michael Dent, current portion | $ 743,955 | $ 672,471 |
Notes Payable and Other Amoun_4
Notes Payable and Other Amounts Due to Related Party (Details 1) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | |||
Related Party Transaction [Line Items] | ||||
Borrower | During the years ended December 31, 2019 and 2018, 4 and 1 convertible notes, respectively, were converted in part or in full into common shares by the holders and 8 and 15 convertible notes, respectively, were repaid in full in cash. | |||
Michael Dent [Member] | Notes payable to related party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 12, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 38,378 | [1] | $ 40,560 | [2] |
Michael Dent [Member] | Notes Payable Other Payables One [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 18, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 21,904 | [1] | 23,165 | [2] |
Michael Dent [Member] | Notes Payable Other Payables Two [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 24, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 54,696 | [1] | 57,839 | [2] |
Michael Dent [Member] | Notes Payable Other Payables Three [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Feb. 9, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 32,715 | [1] | 34,586 | [2] |
Michael Dent [Member] | Notes Payable Other Payables Four [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Apr. 20, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 10,754 | [1] | 11,357 | [2] |
Michael Dent [Member] | Notes Payable Other Payables Five [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jun. 15, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 34,560 | [1] | 36,464 | [2] |
Michael Dent [Member] | Notes Payable Other Payables Six [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Aug. 17, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 20,997 | [1] | 20,000 | |
Michael Dent [Member] | Notes Payable Other Payables Seven [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Aug. 24, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 39,312 | [1] | 37,500 | |
Michael Dent [Member] | Notes Payable Other Payables Eight [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Sep. 7, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 36,586 | [1] | 35,000 | |
Michael Dent [Member] | Notes Payable Other Payables Nine [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Sep. 21, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 27,621 | [1] | 26,500 | |
Michael Dent [Member] | Notes Payable Other Payables Ten [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Sep. 29, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 12,487 | [1] | 12,000 | |
Michael Dent [Member] | Notes Payable Other Payables Eleven [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Dec. 21, 2017 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 14,318 | [1] | 14,000 | |
Michael Dent [Member] | Notes Payable Other Payables Twelve [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 8, 2018 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 76,415 | [1] | 75,000 | |
Michael Dent [Member] | Notes Payable Other Payables Thirteen [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 11, 2018 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 9,164 | [1] | 9,000 | |
Michael Dent [Member] | Notes Payable Other Payables Fourteen [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 26, 2018 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 17,712 | [1] | 17,450 | |
Michael Dent [Member] | Notes Payable Other Payables Fifteen [Member] | ||||
Related Party Transaction [Line Items] | ||||
Inception Date | Jan. 3, 2014 | |||
Maturity Date | Dec. 31, 2020 | |||
Interest Rate | 10.00% | |||
Issuance of unsecured promissory notes, Amount | $ 296,336 | [1] | $ 222,050 | |
[1] | Denotes that note payable is reflected at fair value | |||
[2] | Denotes that note payable is carried at fair value |
Notes Payable and Other Amoun_5
Notes Payable and Other Amounts Due to Related Party (Details Textual) - USD ($) | Oct. 03, 2018 | Jul. 18, 2018 | Jul. 03, 2018 | Aug. 28, 2019 | Sep. 21, 2018 | Mar. 28, 2018 | Feb. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Notes Payable and Other Amounts Due to Related Party (Textual) | ||||||||||
Amount payable | $ 493,457 | $ 429,717 | ||||||||
General and administrative expense | 2,915,419 | 2,844,715 | ||||||||
Fair value of warrants | 54,257 | 130,306 | ||||||||
Risk-free interest rate | 2.95% | |||||||||
Expected life (in years) | 4 years 9 months 25 days | |||||||||
Expected volatility rate | 298.82% | |||||||||
Reissued debt amount | (121,508) | (140,789) | ||||||||
Loss on extinguishment of debt | (1,229,777) | (393,123) | ||||||||
Dr Dent [Member] | ||||||||||
Notes Payable and Other Amounts Due to Related Party (Textual) | ||||||||||
Interest accrued | $ 192,888 | 129,117 | ||||||||
Maturity date, description | The maturity date on all of the above notes until December 31, 2020 in exchange for (i) a new five-year warrant to purchase 1,157,143 shares of common stock at an exercise price of $0.014 per share, and (ii) an extension of the expiration date on the 2018 Dr. Dent Warrant from February 12, 2023 to January 1, 2025. | |||||||||
Fair value of warrants | $ 133,943 | 66,572 | ||||||||
Risk-free interest rate | 1.69% | |||||||||
Expected life (in years) | 5 years | |||||||||
Expected volatility rate | 119.72% | |||||||||
Expected dividend yield | 0.00% | |||||||||
Reissued debt amount | $ 47,356 | |||||||||
Loss on extinguishment of debt | 247,871 | |||||||||
Change in fair value of debt | $ 24,098 | 15,029 | ||||||||
Warrant exercise price | $ 0.065 | |||||||||
Fair value of warrant consideration | $ 200,515 | |||||||||
Consulting fees | 139,423 | 150,577 | ||||||||
Michael Dent [Member] | ||||||||||
Notes Payable and Other Amounts Due to Related Party (Textual) | ||||||||||
Common stock issued for services | 100,000 | 15,000 | ||||||||
Common stock issued for services, value | $ 5,000 | $ 1,200 | ||||||||
Maturity date, description | In connection with a $2,000,000 private placement by a third-party investor, Dr. Dent agreed to extend the maturity date on all of the above notes until December 31, 2019. | The maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before September 30, 2018, by one year from the original maturity date. | ||||||||
Warrant to purchase of common stock, shares | 6,678,462 | |||||||||
Description of warrants | (i) extend the maturity dates of up to $439,450 loaned by Dr. Dent to the Company in 2017 and 2018 in the form of unsecured promissory notes, including $75,000 loaned from Dr. Dent to the Company in January 2018 to allow the Company to retire an existing convertible promissory note payable to a third party before such convertible promissory note became eligible for conversion, and (ii) provide continued loans to the Company. | |||||||||
Fair value of warrants | $ 337,466 | $ 337,466 | ||||||||
Risk-free interest rate | 2.56% | |||||||||
Expected life (in years) | 5 years | |||||||||
Expected volatility rate | 268.90% | |||||||||
Expected dividend yield | 0.00% | |||||||||
Reissued debt amount | $ 11,472 | |||||||||
Loss on extinguishment of debt | $ 348,938 | |||||||||
Michael Dent [Member] | Pursuant agreement [Member] | ||||||||||
Notes Payable and Other Amounts Due to Related Party (Textual) | ||||||||||
Rent expense related to the marketing agreement | 0 | 18,360 | ||||||||
MedOffice Direct [Member] | ||||||||||
Notes Payable and Other Amounts Due to Related Party (Textual) | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date, description | The Company and its employees for the period from January 1, 2017 through July 31, 2018. | |||||||||
Semi annual fees | $ 25,000 | |||||||||
General and administrative expense | $ 0 | $ 12,500 |
Leases (Details)
Leases (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Lease assets | $ 277,678 | |
Lease liabilities (short term) | 201,523 | |
Lease liabilities (long term) | 80,510 | |
Total lease liabilities | 282,033 | |
Operating Leases [Member] | ||
Lease assets | 273,196 | |
Lease liabilities (short term) | 197,041 | |
Lease liabilities (long term) | 80,510 | |
Total lease liabilities | 277,551 | |
Financing Leases [Member] | ||
Lease assets | 4,482 | |
Lease liabilities (short term) | 4,482 | |
Lease liabilities (long term) | ||
Total lease liabilities | $ 4,482 |
Leases (Details 1)
Leases (Details 1) | Dec. 31, 2019USD ($) |
2020 | $ 239,478 |
2021 | 75,019 |
2022 | 28,443 |
2023 | |
Total lease payments | 342,940 |
Less interest | (60,907) |
Present value of lease liabilities | 282,033 |
Operating Leases [Member] | |
2020 | 234,891 |
2021 | 75,019 |
2022 | 28,443 |
2023 | |
Total lease payments | 338,353 |
Less interest | (60,802) |
Present value of lease liabilities | 277,551 |
Capital Leases [Member] | |
2020 | 4,587 |
2021 | |
2022 | |
2023 | |
Total lease payments | 4,587 |
Less interest | (105) |
Present value of lease liabilities | $ 4,482 |
Leases (Details Textual)
Leases (Details Textual) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases (Textual) | |
Operating leases, description | The Company has two operating leases for office space and equipment that expire in July 2020 and a separate operating lease for office space that expires in May 2022. The Company's weighted-average remaining lease term relating to its operating leases is 1.4 years, with a weighted-average discount rate of 18.88%. |
Finance leases, description | The Company is also lessee in a capital equipment finance lease for medical equipment entered into in March 2015 and expiring in March 2020. The Company's weighted-average remaining lease term relating to its financing lease is 0.2 years, with a weighted-average discount rate of 9.38%. |
Incurred lease expense | $ 343,894 |
Related to operating leases | 325,546 |
Related to financing leases | $ 18,348 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 01, 2018 | Dec. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2019 | |
Notes Payable (Textual) | ||||
Discount against the note payable | $ 386,473 | $ 777,668 | ||
Recognized to amortize the remaining discount | 28,500 | |||
Power Up Lending Group, Ltd. [Member] | Merchant Cash Advance Factoring Agreement [Member] | ||||
Notes Payable (Textual) | ||||
Advance received for factoring agreement | $ 75,000 | $ 75,000 | ||
Description of payables in factoring agreement | The Company was required to repay the advance at the rate of $4,048 per week until the balance of $102,000 has been repaid in November 2018. | The Company was required to repay the advance, which acts like an ordinary note payable, at the rate of $4,048 per week until the balance of $102,000 was repaid. | ||
Discount against the note payable | $ 28,500 | $ 28,500 | ||
Recognized to amortize the remaining discount | 26,881 | |||
Note payable | $ 102,000 | 102,000 | ||
Installment payments | $ 89,048 | $ 2,267 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 19, 2018 |
$550k Note - July 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Total | $ 550,000 | $ 550,000 | |
$50k Note - July 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 50,000 | 50,000 | |
$111k Note - May 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 111,000 | 111,000 | |
$153k Note - November 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Total | $ 153,000 | ||
$357.5k Note - April 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 357,500 | 357,500 | |
$154k Note - June 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 50,000 | ||
$136k Notes - July 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 135,850 | ||
$78k Note III - July 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 78,000 | ||
$230k Note - July 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 230,000 | ||
$108.9k Note - August 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 108,947 | ||
$142.5k Note - October 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 142,500 | ||
$103k Note V - October 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 103,000 | ||
$108.9k Note II - October 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 108,947 | ||
$128.5k Note - October 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 128,500 | ||
$103k Note VI - November 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 103,000 | ||
$78.8k Note II - December 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | $ 78,750 | ||
$103k Note III - April 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | |||
$209k Notes - April 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | |||
$103k Note IV - May 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Interest Expense | $ 178,464 | $ 124,090 |
Amortization of Debt Discount | 1,260,513 | 708,235 |
$550k Note - July 2016 [Member] | ||
Interest Expense | 33,000 | 33,090 |
Amortization of Debt Discount | ||
$50k Note - July 2016 [Member] | ||
Interest Expense | 5,000 | 5,014 |
Amortization of Debt Discount | ||
$111k Note - May 2017 [Member] | ||
Interest Expense | 16,537 | 16,537 |
Amortization of Debt Discount | 6,931 | |
$53k Note - July 2017 [Member] | ||
Interest Expense | 116 | |
Amortization of Debt Discount | 1,520 | |
$35k Note - September 2017 [Member] | ||
Interest Expense | 614 | |
Amortization of Debt Discount | 7,972 | |
$55k Note - September 2017 [Member] | ||
Interest Expense | 1,085 | |
Amortization of Debt Discount | 10,849 | |
$53k Note II - October 2017 [Member] | ||
Interest Expense | 1,568 | |
Amortization of Debt Discount | 20,443 | |
$171.5k Note II - October 2017 [Member] | ||
Interest Expense | 1,786 | 17,150 |
Amortization of Debt Discount | 140,875 | |
$57.8k Note - January 2018 [Member] | ||
Interest Expense | 3,786 | |
Amortization of Debt Discount | 37,925 | |
$112.8k Note - February 2018 [Member] | ||
Interest Expense | 5,746 | |
Amortization of Debt Discount | 57,456 | |
$83k Note - February 2018 [Member] | ||
Interest Expense | 4,184 | |
Amortization of Debt Discount | 41,841 | |
$105k Note - March 2018 [Member] | ||
Interest Expense | 5,121 | |
Amortization of Debt Discount | 51,205 | |
$63k Note I - April 2018 [Member] | ||
Interest Expense | 3,124 | |
Amortization of Debt Discount | 39,594 | |
$57.8k Note II - April 2018 [Member] | ||
Interest Expense | 2,895 | |
Amortization of Debt Discount | 28,954 | |
$90k Note - April 2018 [Member] | ||
Interest Expense | 3,156 | |
Amortization of Debt Discount | 31,562 | |
$53k Note III - April 2018 [Member] | ||
Interest Expense | 2,657 | |
Amortization of Debt Discount | 33,794 | |
$68.3k Note - May 2018 [Member] | ||
Interest Expense | 3,366 | |
Amortization of Debt Discount | 33,566 | |
$37k Note - May 2018 [Member] | ||
Interest Expense | 1,815 | |
Amortization of Debt Discount | 18,145 | |
$63k Note II - May 2018 [Member] | ||
Interest Expense | 3,107 | |
Amortization of Debt Discount | 31,240 | |
$78.8k Note - May 2018 [Member] | ||
Interest Expense | 3,938 | |
Amortization of Debt Discount | 38,836 | |
$103k Note I - October 2018 [Member] | ||
Interest Expense | 2,653 | 2,088 |
Amortization of Debt Discount | 33,972 | 26,744 |
$103k Note II - November 2018 [Member] | ||
Interest Expense | 3,584 | 1,383 |
Amortization of Debt Discount | 44,952 | 17,344 |
$153k Note - November 2018 [Member] | ||
Interest Expense | 7,008 | 1,761 |
Amortization of Debt Discount | 91,451 | 23,538 |
$103k Note III - December 2018 [Member] | ||
Interest Expense | 4,261 | 790 |
Amortization of Debt Discount | 42,611 | 7,901 |
$78k Note I - January 2019 [Member] | ||
Interest Expense | 3,889 | |
Amortization of Debt Discount | 52,000 | |
$78k Note II - January 2019 [Member] | ||
Interest Expense | 3,868 | |
Amortization of Debt Discount | 47,858 | |
$103k Note III - April 2019 [Member] | ||
Interest Expense | 5,108 | |
Amortization of Debt Discount | 56,323 | |
$104.5k Note - April 2019 [Member] | ||
Interest Expense | 5,768 | |
Amortization of Debt Discount | 58,246 | |
$104.5k Note II - April 2019 [Member] | ||
Interest Expense | 5,325 | |
Amortization of Debt Discount | 53,107 | |
$357.5k Note - April 2019 [Member] | ||
Interest Expense | 33,550 | |
Amortization of Debt Discount | 257,821 | |
$103k Note IV - May 2019 [Member] | ||
Interest Expense | 4,120 | |
Amortization of Debt Discount | 63,118 | |
$154k Note - June 2019 [Member] | ||
Interest Expense | 8,526 | |
Amortization of Debt Discount | 85,027 | |
$67.9k Note I - July 2019 [Member] | ||
Interest Expense | 3,220 | |
Amortization of Debt Discount | 34,765 | |
$67.9k Note II - July 2019 [Member] | ||
Interest Expense | 3,220 | |
Amortization of Debt Discount | 34,765 | |
$78k Note III - July 2019 [Member] | ||
Interest Expense | 3,590 | |
Amortization of Debt Discount | 45,343 | |
$230k Note - July 2019 [Member] | ||
Interest Expense | 10,460 | |
Amortization of Debt Discount | 104,317 | |
$108.9k Note - August 2019 [Member] | ||
Interest Expense | 3,791 | |
Amortization of Debt Discount | 31,560 | |
$142.5k Note - October 2019 [Member] | ||
Interest Expense | 1,366 | |
Amortization of Debt Discount | 35,430 | |
$103k Note V - October 2019 [Member] | ||
Interest Expense | 2,568 | |
Amortization of Debt Discount | 28,213 | |
$108.9k Note II - October 2019 [Member] | ||
Interest Expense | 1,851 | |
Amortization of Debt Discount | 14,805 | |
$128.5k Note - October 2019 [Member] | ||
Interest Expense | 2,183 | |
Amortization of Debt Discount | 21,768 | |
$103k Note VI - November 2019 [Member] | ||
Interest Expense | 1,609 | |
Amortization of Debt Discount | 17,989 | |
$78.8k Note II - December 2019 [Member] | ||
Interest Expense | 626 | |
Amortization of Debt Discount | $ 5,072 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Unamortized Discount | $ 777,668 | $ 386,473 |
$103k Note I - October 2018 [Member] | ||
Unamortized Discount | 76,256 | |
$103k Note II - November 2018 [Member] | ||
Unamortized Discount | 85,656 | |
$153k Note - November 2018 [Member] | ||
Unamortized Discount | 129,462 | |
$103k Note III - December 2018 [Member] | ||
Unamortized Discount | 95,099 | |
$154k Note - June 2019 [Member] | ||
Unamortized Discount | 21,175 | |
$67.9k Note - July 2019 [Member] | ||
Unamortized Discount | 20,497 | |
$67.9k Note II - July 2019 [Member] | ||
Unamortized Discount | 20,497 | |
$78k Note III - July 2019 [Member] | ||
Unamortized Discount | 32,657 | |
$230k Note - July 2019 [Member] | ||
Unamortized Discount | 125,684 | |
$103.5k Note - August 2019 [Member] | ||
Unamortized Discount | 59,392 | |
$142.5k Note - October 2019 [Member] | ||
Unamortized Discount | 107,070 | |
$103k Note V - October 2019 [Member] | ||
Unamortized Discount | 70,686 | |
$108.9k Note II - October 2019 [Member] | ||
Unamortized Discount | 72,592 | |
$128.5k Note - October 2019 [Member] | ||
Unamortized Discount | 106,732 | |
$103k Note VI - November 2019 [Member] | ||
Unamortized Discount | 81,740 | |
$78.8k Note II - December 2019 [Member] | ||
Unamortized Discount | $ 58,946 |
Convertible Notes Payable (De_4
Convertible Notes Payable (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Change in Fair Value of Debt | $ 97,411 | $ 125,759 |
Fair Value of Debt | 723,482 | 966,787 |
$550k Note - July 2016 [Member] | ||
Change in Fair Value of Debt | 70,285 | 96,787 |
Fair Value of Debt | 548,010 | 594,813 |
$50k Note - July 2016 [Member] | ||
Change in Fair Value of Debt | 7,125 | 13,257 |
Fair Value of Debt | 56,866 | 60,312 |
$111k Note [Member] | ||
Change in Fair Value of Debt | 14,789 | 10,474 |
Fair Value of Debt | 118,606 | 125,190 |
$171.5k Note - October 2017 [Member] | ||
Change in Fair Value of Debt | 1,781 | 5,241 |
Fair Value of Debt | 186,472 | |
$171.5k Note - October 2017 [Member] | ||
Change in Fair Value of Debt | ||
Fair Value of Debt | ||
$104.5k Note II - April 2019 [Member] | ||
Change in Fair Value of Debt | 3,431 | |
Fair Value of Debt |
Convertible Notes Payable (De_5
Convertible Notes Payable (Details 4) - USD ($) | Dec. 02, 2019 | Nov. 04, 2019 | Oct. 30, 2019 | Oct. 01, 2019 | Aug. 26, 2019 | Jul. 18, 2019 | Jul. 16, 2019 | Jul. 11, 2019 | Apr. 15, 2019 |
Convertible Note Payable ($357,500) – April 2019 [Member] | |||||||||
Original issue discount and fees | $ 32,500 | ||||||||
Warrants | 96,411 | ||||||||
Embedded conversion feature | 128,911 | ||||||||
Convertible note | 99,678 | ||||||||
Gross proceeds | $ 357,500 | ||||||||
Convertible Note Payable ($67,925) – July 2019 [Member] | |||||||||
Original issue discount and fees | $ 2,925 | ||||||||
Embedded conversion feature | 48,866 | ||||||||
Convertible note | 12,663 | ||||||||
Fair value of shares recorded to equity | 3,471 | ||||||||
Gross proceeds | 67,925 | ||||||||
Convertible Note Payable ($67,925) – July 2019 [Member] | |||||||||
Original issue discount and fees | 2,925 | ||||||||
Embedded conversion feature | 48,866 | ||||||||
Convertible note | 12,663 | ||||||||
Fair value of shares recorded to equity | 3,471 | ||||||||
Gross proceeds | $ 67,925 | ||||||||
Convertible Note Payable ($78,000) – July 2019 [Member] | |||||||||
Original issue discount and fees | $ 3,000 | ||||||||
Financing cost | (1,763) | ||||||||
Embedded conversion feature | 76,763 | ||||||||
Convertible note | |||||||||
Gross proceeds | $ 78,000 | ||||||||
Convertible Note Payable ($230,000) – July 2019 [Member] | |||||||||
Original issue discount and fees | $ 20,000 | ||||||||
Financing cost | (10,246) | ||||||||
Embedded conversion feature | 220,246 | ||||||||
Convertible note | |||||||||
Gross proceeds | $ 230,000 | ||||||||
Convertible Note Payable ($108,947) – August 2019 [Member] | |||||||||
Original issue discount and fees | $ 8,947 | $ 8,947 | |||||||
Embedded conversion feature | 78,450 | 82,004 | |||||||
Convertible note | 21,550 | 17,996 | |||||||
Gross proceeds | 108,947 | $ 108,947 | |||||||
Convertible Note Payable ($142,500) – October 2019 [Member] | |||||||||
Original issue discount and fees | $ 7,500 | ||||||||
Financing cost | (2,205) | ||||||||
Embedded conversion feature | 137,205 | ||||||||
Convertible note | |||||||||
Gross proceeds | 142,500 | ||||||||
Convertible Note Payable ($103,000) – October 2019 [Member] | |||||||||
Original issue discount and fees | 3,000 | ||||||||
Embedded conversion feature | 95,899 | ||||||||
Convertible note | 4,101 | ||||||||
Gross proceeds | $ 103,000 | ||||||||
Convertible Note Payable ($128,500) – October 2019 [Member] | |||||||||
Original issue discount and fees | 3,500 | ||||||||
Financing cost | (80) | ||||||||
Embedded conversion feature | 125,080 | ||||||||
Convertible note | |||||||||
Gross proceeds | $ 128,500 | ||||||||
Convertible Note Payable ($103,000) – November 2019 [Member] | |||||||||
Original issue discount and fees | $ 3,000 | ||||||||
Embedded conversion feature | 96,730 | ||||||||
Convertible note | 3,270 | ||||||||
Gross proceeds | $ 103,000 | ||||||||
Convertible Note Payable ($78,750) – December 2019 [Member] | |||||||||
Original issue discount and fees | $ 3,750 | ||||||||
Embedded conversion feature | 56,068 | ||||||||
Convertible note | 14,732 | ||||||||
Fair value of shares recorded to equity | 4,200 | ||||||||
Gross proceeds | $ 78,750 |
Convertible Notes Payable (De_6
Convertible Notes Payable (Details Textual) - USD ($) | Feb. 07, 2019 | Nov. 05, 2018 | Aug. 16, 2018 | May 07, 2018 | Apr. 16, 2018 | Mar. 05, 2018 | Feb. 02, 2018 | Jan. 02, 2018 | Sep. 07, 2017 | Jul. 07, 2016 | May 07, 2019 | Apr. 15, 2019 | Apr. 04, 2019 | Oct. 30, 2018 | Sep. 28, 2018 | Sep. 21, 2018 | Aug. 30, 2018 | Aug. 24, 2018 | Jul. 13, 2018 | Jul. 11, 2018 | Apr. 18, 2018 | Mar. 28, 2018 | Oct. 27, 2017 | Sep. 11, 2017 | Jul. 10, 2017 | May 22, 2017 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 12, 2018 | Oct. 18, 2018 | May 24, 2018 | May 03, 2018 | Apr. 02, 2018 | Feb. 13, 2018 |
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ (1,229,777) | $ (393,123) | |||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.95% | ||||||||||||||||||||||||||||||||||
Expected life (in years) | 4 years 9 months 25 days | ||||||||||||||||||||||||||||||||||
Note convertible into common shares | 175,000 | 25,000 | 133,333 | ||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 0.50 | $ 0.50 | $ 0.75 | ||||||||||||||||||||||||||||||||
Net proceeds convertible debt | $ 50,000 | ||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 2,175,000 | $ 1,255,500 | |||||||||||||||||||||||||||||||||
$550k Note [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 6.00% | 6.00% | |||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 550,000 | $ 550,000 | |||||||||||||||||||||||||||||||||
Convertible secured promissory note maturity date | Jul. 7, 2016 | Jul. 7, 2016 | |||||||||||||||||||||||||||||||||
$50k Note [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||
Convertible secured promissory note maturity date | Jul. 7, 2016 | Jul. 7, 2016 | |||||||||||||||||||||||||||||||||
$111k Note [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 111,000 | $ 111,000 | |||||||||||||||||||||||||||||||||
Convertible secured promissory note maturity date | May 22, 2017 | May 22, 2017 | |||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 19,014 | ||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.59% | ||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | ||||||||||||||||||||||||||||||||||
Note convertible into common shares | 125,000 | ||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 0.05 | ||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 10,199 | ||||||||||||||||||||||||||||||||||
Volatility | 578.45% | ||||||||||||||||||||||||||||||||||
$357.5k Note [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 357,500 | $ 357,500 | |||||||||||||||||||||||||||||||||
Convertible secured promissory note maturity date | Apr. 15, 2016 | Apr. 15, 2016 | |||||||||||||||||||||||||||||||||
Note convertible into common shares | 1,907,143 | ||||||||||||||||||||||||||||||||||
$357.5k Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 357,500 | ||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | ||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 150,782 | ||||||||||||||||||||||||||||||||||
Volatility | 191.68% | ||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 325,000 | ||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $357.5k Note has an interest rate of 10%, matures on December 31, 2020, and may be converted into common stock of the Company by the holder at any time, subject to a 9.99% beneficial ownership limitation, at a fixed conversion price per share of $0.15 (originally $0.20), or 2,383,333 shares. At inception, the investors were also granted a five-year warrant to purchase 600,000 shares of the Company's common stock at an exercise price of $0.25 per share. Upon an event of default, 140% of the outstanding principal and any interest due amount shall be immediately due and the conversion price resets to a 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. | ||||||||||||||||||||||||||||||||||
550k Note, the $50k Note and the $111k Note [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note maturity date | Dec. 31, 2019 | Jul. 31, 2019 | |||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 42,777 | ||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.66% | ||||||||||||||||||||||||||||||||||
Expected life (in years) | 3 years | ||||||||||||||||||||||||||||||||||
Note convertible into common shares | 175,000 | ||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 0.25 | ||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 60,401 | ||||||||||||||||||||||||||||||||||
Volatility | 287.77% | ||||||||||||||||||||||||||||||||||
Amendment agreement, description | (i) the new warrant was calculated using the Black-Scholes pricing model at $220,758, (ii) the incremental fair value of the extended warrants was $395,158 and the incremental fair value of the repriced warrants was $87,351, being the excess of the fair value of the warrants immediately after the change in terms over the fair value immediately before the change in terms, (iii) the incremental fair value of the reduction in conversion price, which represented a change to the beneficial conversion feature, was $142,617, being the excess of the fair value of the conversion feature immediately after the change in terms over the fair value immediately before the change in terms, and (iv) the one-time conversion feature was valued using the Black-Scholes pricing model at $29,642. Because the fair value of consideration issued was greater than 10% of the present value of the remaining cash flows under the modified promissory notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $697,722, equal to the fair value of the consideration issued of $875,526, less the excess of $177,804 of the carrying value of the existing debt instruments at the time of extinguishment over the fair value of the reissued debt instruments. As a result of the agreement, the $357.5k Note will subsequently be carried at fair value and revalued at each period end. The $550k Note, the $50k Note and the $111k Note were already carried at fair value due to previous extinguishment and reissuance transactions. There was no change in fair value of the reissued debt instruments subsequent to the reissuance date, since the extinguishment transaction occurred on December 31, 2019. | The Company entered into an Amendment agreement related to the $550k Note, the $50k Note and the $111k Note, pursuant to which the holder agreed to extend the maturity date of the three notes until July 31, 2019 in exchange for (i) a three-year warrant to purchase 200,000 of our common shares at an exercise price of $0.25, and (ii) a three-year warrant to purchase 300,000 of our common shares at an exercise price of $0.50. The fair value of the warrants using Black/Scholes was $133,019 with the following assumptions: risk-free interest rate of 2.67%, expected life of 3 years, volatility of 287.57%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $90,624. | |||||||||||||||||||||||||||||||||
550k Note, $50k Note, $111k Note and $357.5k Note [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 142,617 | ||||||||||||||||||||||||||||||||||
Convertible secured promissory note maturity date | Dec. 31, 2020 | ||||||||||||||||||||||||||||||||||
Note convertible into common shares | 1,907,143 | ||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 0.14 | ||||||||||||||||||||||||||||||||||
Amendment agreement, description | The Company agreed to extend the maturity date of the $550k Note, the $50k Note, the $111k Note and the $357.5k Note until December 31, 2020 in exchange for (i) a new five-year warrant to Iconic to purchase 1,907,143 shares at an exercise price of $0.14 per share, (ii) extension of the expiration date on 12,586,111 warrants held by Iconic until January 1, 2025, (iii) repricing of the exercise price 3,508,333 warrants held by Iconic from various prices above $0.50 to $0.25, (iv) a reduction of the conversion price of the $111k Note from $0.35 to $0.15 and of the $357.5k Note from $0.20 to $0.15, and (v) the Company agreed to allow a one-time conversion of up to $30,000 on the $111k Note at a reduced conversion rate. | ||||||||||||||||||||||||||||||||||
Convertible Note Payable ($550,000) - July 2016 [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 6.00% | ||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 550,000 | ||||||||||||||||||||||||||||||||||
Convertible secured promissory note maturity date | Dec. 31, 2020 | ||||||||||||||||||||||||||||||||||
Note convertible into common shares | 6,875,000 | ||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 0.08 | ||||||||||||||||||||||||||||||||||
Net proceeds convertible debt | $ 500,000 | ||||||||||||||||||||||||||||||||||
Original issue convertible debt discount | $ 50,000 | ||||||||||||||||||||||||||||||||||
Convertible Note Payable ($50,000) - July 2016 [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | ||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 50,000 | ||||||||||||||||||||||||||||||||||
Convertible secured promissory note maturity date | Dec. 31, 2020 | ||||||||||||||||||||||||||||||||||
Note convertible into common shares | 500,000 | ||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 0.10 | ||||||||||||||||||||||||||||||||||
Convertible Note Payable ($111,000) - May 2017 [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | ||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 111,000 | ||||||||||||||||||||||||||||||||||
Convertible secured promissory note maturity date | Dec. 31, 2020 | ||||||||||||||||||||||||||||||||||
Note convertible into common shares | 740,000 | ||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 0.15 | ||||||||||||||||||||||||||||||||||
Net proceeds convertible debt | $ 100,000 | ||||||||||||||||||||||||||||||||||
Original issue convertible debt discount | $ 11,000 | ||||||||||||||||||||||||||||||||||
Convertible Note Payable ($53,000) - July 2017 [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 74,922 | ||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 16,188 | ||||||||||||||||||||||||||||||||||
Note convertible into common shares | 53,000 | ||||||||||||||||||||||||||||||||||
Convertible Note Payable ($35,000) - September 2017 [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 35,000 | ||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 11,778 | ||||||||||||||||||||||||||||||||||
Net proceeds convertible debt | $ 49,502 | ||||||||||||||||||||||||||||||||||
Convertible Note Payable ($55,000) - September 2017 [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 55,000 | ||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 14,763 | ||||||||||||||||||||||||||||||||||
Net proceeds convertible debt | $ 85,258 | ||||||||||||||||||||||||||||||||||
Convertible Note Payable ($171,500) - October 2017 [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 171,500 | ||||||||||||||||||||||||||||||||||
Convertible secured promissory note maturity date | Oct. 26, 2018 | ||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 139,798 | ||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.93% | ||||||||||||||||||||||||||||||||||
Expected life (in years) | 3 years | ||||||||||||||||||||||||||||||||||
Expected dividend yield | 2.9152 | ||||||||||||||||||||||||||||||||||
Note convertible into common shares | 2,512,821 | 75,000 | |||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 0.25 | ||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 26,282 | ||||||||||||||||||||||||||||||||||
Net proceeds convertible debt | 150,000 | ||||||||||||||||||||||||||||||||||
Original issue convertible debt discount | $ 21,500 | ||||||||||||||||||||||||||||||||||
Convertible debt in to common stock | 171,500 | ||||||||||||||||||||||||||||||||||
Convertible Note Payable ($57,750) - January 2018 [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 57,750 | ||||||||||||||||||||||||||||||||||
Amendment agreement, description | The transaction closed on January 3, 2018. The $58k Note included a $5,250 original issue discount and $2,500 fee for net proceeds of $50,000. The $58k Note had an interest rate of 10% and a default interest rate of 18% and was scheduled to mature on January 2, 2019. The $58k Note was convertible into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 28% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. On June 26, 2018, the holder agreed, without consideration, to reduce the discount to 28% of the volume weighted average price of the Company’s common stock for the 10 days prior to the conversion date. During the year ended December 31, 2018, the holder converted the entire principal balance of $57,750, as well as accrued interest in the amount of $3,786, into 384,839 shares of Company common stock. | ||||||||||||||||||||||||||||||||||
Net proceeds convertible debt | $ 2,500 | ||||||||||||||||||||||||||||||||||
Original issue convertible debt discount | $ 5,250 | ||||||||||||||||||||||||||||||||||
Convertible Note Payable ($112,750) - February 2018 [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 112,750 | ||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 2,014 | ||||||||||||||||||||||||||||||||||
Note convertible into common shares | 100,000 | ||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 0.25 | ||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 50,614 | ||||||||||||||||||||||||||||||||||
Net proceeds convertible debt | $ 151,536 | ||||||||||||||||||||||||||||||||||
$83k Note - February 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 83,000 | ||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 92,400 | $ 51,251 | |||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 111,596 | ||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock, shares | 237,143 | ||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.35 | ||||||||||||||||||||||||||||||||||
One Hundred Five Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 105,000 | ||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 51,804 | ||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 100,000 | ||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $105k Note, including accrued interest, for a one-time cash payment of $140,697. In connection with the repayment, the Company recognized a gain on debt extinguishment of $51,804, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | ||||||||||||||||||||||||||||||||||
Sixty Three Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 63,000 | ||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $63k Note II, including accrued interest, for a one-time cash payment of $89,198. In connection with the repayment, the Company recognized a gain on debt extinguishment of $26,166, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | The Company prepaid the balance on the $63k Note, including accrued interest, for a one-time cash payment of $89,198. In connection with the repayment, the Company recognized a gain on debt extinguishment of $25,856, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | |||||||||||||||||||||||||||||||||
Fifty Seven Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 57,750 | ||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $57.8k Note II, including accrued interest, for a one-time cash payment of $81,850. In connection with the repayment, the Company recognized a gain on debt extinguishment of $24,427, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | ||||||||||||||||||||||||||||||||||
Ninety Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 90,000 | ||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $90k Note, including accrued interest, for a one-time cash payment of $119,240. In connection with the repayment, the Company recognized a gain on debt extinguishment of $38,508, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | ||||||||||||||||||||||||||||||||||
$53k Note II - April 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $53k Note III, including accrued interest, for a one-time cash payment of $75,039. In connection with the repayment, the Company recognized a gain on debt extinguishment of $20,945, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | ||||||||||||||||||||||||||||||||||
$68.3k Note - May 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 68,250 | ||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $68.3k Note, including accrued interest, for a one-time cash payment of $91,644. In connection with the repayment, the Company recognized a gain on debt extinguishment of $36,420, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | ||||||||||||||||||||||||||||||||||
$37k Note - May 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 37,000 | ||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $37k Note, including accrued interest, for a one-time cash payment of $49,144. In connection with the repayment, the Company recognized a gain on debt extinguishment of $18,579, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | ||||||||||||||||||||||||||||||||||
$78.8k Note - May 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 78,750 | ||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $78.8k Note, including accrued interest, for a one-time cash payment of $104,738. In connection with the repayment, the Company recognized a gain on debt extinguishment of $38,705, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | ||||||||||||||||||||||||||||||||||
$103k Note I - October 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 103,000 | $ 103,000 | |||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $103k Note II, including accrued interest, for a one-time cash payment of $134,888. In connection with the repayment, the Company recognized a gain on debt extinguishment of $23,821, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019. | The Company prepaid the balance on the $103k Note I, including accrued interest, for a one-time cash payment of $134,500. In connection with the repayment, the Company recognized a gain on debt extinguishment of $28,169, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019. |
Convertible Notes Payable (De_7
Convertible Notes Payable (Details Textual 1) | Jul. 18, 2019USD ($) | Jul. 16, 2019USD ($) | Jul. 15, 2019 | Jul. 11, 2019USD ($)shares | Jun. 03, 2019USD ($)shares | Jun. 03, 2019USD ($) | May 07, 2019USD ($) | Apr. 11, 2019USD ($)shares | Apr. 03, 2019USD ($) | Jan. 14, 2019USD ($) | Dec. 06, 2018USD ($) | Nov. 05, 2018 | Aug. 16, 2018USD ($)$ / sharesshares | Aug. 07, 2018USD ($) | Jul. 18, 2018 | Jun. 06, 2018USD ($) | Apr. 16, 2018USD ($) | Mar. 13, 2018USD ($) | Mar. 05, 2018USD ($) | Feb. 02, 2018USD ($) | Jan. 14, 2018USD ($) | Jan. 02, 2018USD ($) | Dec. 02, 2019USD ($)shares | Nov. 05, 2019 | Nov. 04, 2019USD ($) | Oct. 31, 2019USD ($) | Oct. 30, 2019USD ($) | Oct. 14, 2019USD ($) | Oct. 01, 2019USD ($) | Aug. 26, 2019USD ($) | Aug. 26, 2019USD ($) | Jul. 24, 2019 | Jul. 18, 2019USD ($) | Jul. 16, 2019USD ($) | Jul. 11, 2019USD ($)shares | May 31, 2019 | May 07, 2019USD ($) | Apr. 15, 2019USD ($) | Apr. 15, 2019USD ($) | Apr. 11, 2019USD ($)shares | Apr. 04, 2019 | Nov. 19, 2018USD ($)shares | Sep. 28, 2018 | Aug. 30, 2018USD ($) | Aug. 30, 2018 | Aug. 16, 2018USD ($)$ / shares | Jul. 13, 2018$ / sharesshares | Apr. 18, 2018 | Mar. 28, 2018USD ($)$ / sharesshares | Feb. 13, 2018USD ($) | Feb. 12, 2018USD ($)shares | Oct. 27, 2017$ / sharesshares | May 22, 2017$ / sharesshares | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Jan. 24, 2019USD ($) | Dec. 03, 2018USD ($) | Nov. 12, 2018USD ($) | Oct. 18, 2018USD ($) | Apr. 02, 2018USD ($) | Jan. 24, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 2,175,000 | $ 1,255,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 175,000 | 25,000 | 133,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | (1,229,777) | (393,123) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 777,668 | 386,473 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ / shares | $ 0.50 | $ 0.50 | $ 0.75 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financing cost | 135,528 | 1,221,911 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 178,464 | 124,090 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of notes payable and bank loans | $ (165,876) | (199,067) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair of warrants issued for professional service | $ 54,257 | $ 130,306 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 6,332,893 | 384,839 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant terms | 3 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair of warrants issued for professional service | $ 920,668 | $ 4,645,446 | $ 4,645,446 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Advisor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair of warrants issued for professional service | $ 35,462 | $ 94,844 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Dent [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 348,938 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock, shares | shares | 6,678,462 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair of warrants issued for professional service | $ 337,466 | $ 337,466 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable maturity date, description | In connection with a $2,000,000 private placement by a third-party investor, Dr. Dent agreed to extend the maturity date on all of the above notes until December 31, 2019. | The maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before September 30, 2018, by one year from the original maturity date. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dr Dent [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 247,871 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ / shares | $ 0.065 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | $ 192,888 | 129,117 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair of warrants issued for professional service | $ 133,943 | $ 66,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable maturity date, description | The maturity date on all of the above notes until December 31, 2020 in exchange for (i) a new five-year warrant to purchase 1,157,143 shares of common stock at an exercise price of $0.014 per share, and (ii) an extension of the expiration date on the 2018 Dr. Dent Warrant from February 12, 2023 to January 1, 2025. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Med Office Direct [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable maturity date, description | The Company and its employees for the period from January 1, 2017 through July 31, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 550,000 | $ 550,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $103k Note III - April 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $103k Note III has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $209k Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | On April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. In connection with the $209k Notes, the Company also issued to the holder 25,000 shares of Company common stock valued at $6,250, which was recorded to equity. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $357.5k Note - April 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 325,000 | $ 325,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 150,782 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | May be converted into common stock of the Company by the holder at any time, subject to a 9.99% beneficial ownership limitation, at a fixed conversion price per share of $0.20, or 1,787,500 shares. At inception, the investors were also granted a five-year warrant to purchase 600,000 shares of the Company's common stock at an exercise price of $0.25 per share. Upon an event of default, 140% of the outstanding principal and any interest due amount shall be immediately due and the conversion price resets to a 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.37% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 191.68% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $357.5k Note has an interest rate of 10%, matures on December 31, 2019, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Embedded conversion feature | $ 128,911 | 128,911 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock, description | 32,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $103k Note IV - May 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 103,000 | $ 103,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 3,000 | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $103k Note IV may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 115,729 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.37% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 9 months 22 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 180.30% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $154k [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 154,000 | $ 154,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | 4,000 | $ 4,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $154k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $136k Notes - July 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 135,850 | $ 135,850 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. In connection with the $136k Notes, the Company also issued to the holder 32,500 shares of Company common stock. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 32,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.97% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 140.57% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $78k Note III - July 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 78,000 | $ 78,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 3,000 | 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $78k Note III may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 76,763 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 9 months 14 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 140.36% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net charge on embedded conversion feature | $ 1,763 | 1,763 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $78k Note III has an interest rate of 10% and a default interest rate of 22% and matures on April 30, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $230k Note - July 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 230,000 | $ 230,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 210,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default, the amount of principal shall increase by between 10 and 50% depending on the nature of the default. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 220,246 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.90% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 140.13% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net charge on embedded conversion feature | 10,246 | $ 10,246 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $230k Note has an interest rate of 10% and a default interest rate of 24%, matures on July 18, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $108,947 - August 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 108,947 | $ 108,947 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | 8,947 | $ 8,947 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 77,904 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.75% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 130.74% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $103.5k Note has an interest rate of 10% and a default interest rate of 22%, matures on August 26, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$50k Note - July 2016 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 5,000 | 5,014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thirty Five Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 614 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thirty Five Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | $ 49,502 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
One Hundred Five Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 5,121 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
One Hundred Five Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 105,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $105k Note, including accrued interest, for a one-time cash payment of $140,697. In connection with the repayment, the Company recognized a gain on debt extinguishment of $51,804, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 51,804 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $105k Note has an interest rate of 10% and a default interest rate of 24% and matures on March 5, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | $ 140,697 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
One Thirteen Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
One Thirteen Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 2,054 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $113k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 2, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant terms | 3 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | $ 151,536 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sixty Three Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 3,124 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sixty Three Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 63,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $63k Note II, including accrued interest, for a one-time cash payment of $89,198. In connection with the repayment, the Company recognized a gain on debt extinguishment of $26,166, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | The Company prepaid the balance on the $63k Note, including accrued interest, for a one-time cash payment of $89,198. In connection with the repayment, the Company recognized a gain on debt extinguishment of $25,856, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$78k Note - January 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 78,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$78k Note - January 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 78,000 | $ 78,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $78k Note, including accrued interest, for a one-time cash payment of $102,321. In connection with the repayment, the Company recognized a loss on debt extinguishment of $6,258, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest over, in the year ended December 31, 2019. | The Company prepaid the balance on the $78k Note II, including accrued interest, for a one-time cash payment of $102,255. In connection with the repayment, the Company recognized a gain on debt extinguishment of $11,162, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fifty Five Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 1,085 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fifty Five Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | $ 85,258 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eight Three Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 4,184 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eight Three Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 51,251 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant terms | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | $ 111,596 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fifty Eight Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 2,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$111k Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 111,000 | $ 111,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 19,014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 10,199 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 578.45% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ / shares | $ 0.05 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 16,537 | 16,537 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable ($78,000) - January 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 3,889 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$53k Note II - April 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 116 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$53k Note II - April 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $53k Note III, including accrued interest, for a one-time cash payment of $75,039. In connection with the repayment, the Company recognized a gain on debt extinguishment of $20,945, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fifty Three Note Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 1,568 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fifty Seven Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 57,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $57.8k Note II, including accrued interest, for a one-time cash payment of $81,850. In connection with the repayment, the Company recognized a gain on debt extinguishment of $24,427, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$83k Note - February 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 83,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 111,596 | $ 111,596 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 92,400 | 51,251 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ / shares | $ 0.35 | $ 0.35 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock, shares | shares | 237,143 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note I - October 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 76,256 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 2,653 | 2,088 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note I - October 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 103,000 | $ 103,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $103k Note II, including accrued interest, for a one-time cash payment of $134,888. In connection with the repayment, the Company recognized a gain on debt extinguishment of $23,821, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019. | The Company prepaid the balance on the $103k Note I, including accrued interest, for a one-time cash payment of $134,500. In connection with the repayment, the Company recognized a gain on debt extinguishment of $28,169, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note II - November 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 85,656 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 3,584 | 1,383 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note III - December 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 95,099 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 4,261 | 790 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note III - December 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $103k Note III, including accrued interest, for a one-time cash payment of $135,029. In connection with the repayment, the Company recognized a gain on debt extinguishment of $20,445, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$153k Note - November 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 153,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $153k Note had an interest rate of 10% and a default interest rate of 22% and was scheduled to mature on August 19, 2019. The $153k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 8,768 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 1,070,894 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 44,993 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 129,462 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 7,008 | 1,761 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note III - April 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 5,108 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note III - April 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $103k Note III, including accrued interest, for a one-time cash payment of $135,099. In connection with the repayment, the Company recognized a gain on debt extinguishment of $7,728, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$104.5k Note - April 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 5,768 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$104.5k Note - April 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $104.5k Note I has an interest rate of 10% and a default interest rate of 22%, matures on April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 5,768 | $ 5,768 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 1,176,189 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 98,193 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$104.5k Note II - April 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 5,325 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$104.5k Note II - April 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 104,500 | $ 142,500 | $ 142,500 | 104,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 4,500 | $ 4,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company recognized a gain on debt extinguishment of $69,472, equal to the excess of the carrying value of the note and derivative embedded conversion feature over the payment amount, in the year ended December 31, 2019. | The fair value of consideration issued was greater than 10% of the present value of the remaining cash flows under the modified note, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $91,760, equal to the fair value of the consideration issued of $80,725 (comprised of the value of the modified ECF), plus the excess of $11,035 of the fair value of the reissued debt instruments over the carrying value of the existing debt instruments at the time of extinguishment. | The $104.5k Note II has an interest rate of 10% and a default interest rate of 22%, matures on April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 91,760 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$357.5k Note - April 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 357,500 | $ 357,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 1,907,143 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 33,550 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$357.5k Note - April 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 357,500 | 357,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 325,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | 32,500 | $ 32,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $357.5k Note has an interest rate of 10%, matures on December 31, 2020, and may be converted into common stock of the Company by the holder at any time, subject to a 9.99% beneficial ownership limitation, at a fixed conversion price per share of $0.15 (originally $0.20), or 2,383,333 shares. At inception, the investors were also granted a five-year warrant to purchase 600,000 shares of the Company's common stock at an exercise price of $0.25 per share. Upon an event of default, 140% of the outstanding principal and any interest due amount shall be immediately due and the conversion price resets to a 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 150,782 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.37% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 191.68% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 325,000 | $ 325,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allocated to warrants | 96,411 | 96,411 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 228,589 | 228,589 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 128,911 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($103,000) - April 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 103,000 | $ 103,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company prepaid the balance on the $103k Note IV, including accrued interest, for a one-time cash payment of $133,900. In connection with the repayment, the Company recognized a gain on debt extinguishment of $11,549, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$154k Note - June 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 21,175 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 8,526 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$154k Note - June 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 154,000 | $ 154,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 4,000 | 4,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $154k Note has an interest rate of 10% and a default interest rate of 22% and was scheduled to mature on February 28, 2020. The $154k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 1,572,989 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 75,529 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 48,866 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.97% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 140.57% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 104,000 | $ 104,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuance, value | $ 3,471 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuance, shares | shares | 16,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($67,925) - July 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 67,925 | 67,925 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 65,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 2,925 | $ 2,925 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $67.9k Note II had an interest rate of 10% and a default interest rate of 22%, a maturity date of April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 48,866 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.97% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 140.57% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuance, value | $ 3,471 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuance, shares | shares | 16,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($78,000) - July 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 78,000 | 78,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | 3,000 | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $78k Note III has an interest rate of 10% and a default interest rate of 22% and matures on April 30, 2020. The $78k Note III may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 76,763 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 9 months 14 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 140.36% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net charge on embedded conversion feature | $ 1,763 | $ 1,763 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($230,000) - July 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 230,000 | $ 230,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 210,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 20,000 | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $230k Note has an interest rate of 10% and a default interest rate of 24%, matures on July 18, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default, the amount of principal shall increase by between 10 and 50% depending on the nature of the default. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 220,246 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.90% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 140.13% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net charge on embedded conversion feature | $ 10,246 | $ 10,246 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($108,947) - August 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 108,947 | $ 108,947 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 8,947 | $ 8,947 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $108.9k Note has an interest rate of 10% and a default interest rate of 22%, matures on August 26, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 77,904 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.75% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 130.74% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($142,500) - October 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 142,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 135,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $142.5k Note has an interest rate of 10% and a default interest rate of 20%, matures on October 1, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 125% of the outstanding principal and any interest due amount shall be immediately due and the conversion discount shall increase by 10%. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 137,205 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.73% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 119.04% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net charge on embedded conversion feature | $ 2,205 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($103,000) - October 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $103k Note V has an interest rate of 10% and a default interest rate of 22% and matures on August 15, 2020. The $103k Note V may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 95,899 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.73% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 10 months 14 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 119.04% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($108,947) - October 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 108,947 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 8,947 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $108.9k Note II has an interest rate of 10% and a default interest rate of 22%, matures on October 30, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 78,450 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.59% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 121.92% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($108,947) - October 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 128,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 3,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $128.5k Note has an interest rate of 10% and a default interest rate of 18% and matures on October 30, 2020. The $128.5k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 125,080 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.59% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 121.92% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net charge on embedded conversion feature | $ 80 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($103,000) - November 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $103k Note VI has an interest rate of 10% and a default interest rate of 22% and matures on August 15, 2020. The $103k Note VI may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 96,730 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.56% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 10 months 14 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 122.02% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable ($78,750) - December 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 78,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 3,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $78.8k Note has an interest rate of 10% and a default interest rate of 22% and matures on December 2, 2020. The $78.8k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 56,068 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.60% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 119.72% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuance, value | $ 4,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuance, shares | shares | 30,000 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balance, beginning of period | $ 800,440 | $ 398,489 |
Inception of derivative financial instruments related to issuance of convertible notes payable | 1,870,234 | 4,245,613 |
Inception of derivative financial instruments related to extinguishment and reissuance of convertible notes payable | 51,169 | |
Change in fair value of derivative financial instruments | (671,822) | 106,141 |
Conversion or extinguishment of derivative financial instruments | (1,058,733) | (3,949,803) |
Balance, end of period | $ 991,288 | $ 800,440 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Details Textual) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Financial Instruments (Textual) | |
Convertible notes, description | During the years ended December 31, 2019 and 2018, 4 and 1 convertible notes, respectively, were converted in part or in full into common shares by the holders and 8 and 15 convertible notes, respectively, were repaid in full in cash. |
Minimum [Member] | |
Derivative Financial Instruments (Textual) | |
Risk-free interest rate | 1.55% |
Expected life | 1 month 9 days |
Volatility | 119.04% |
Maximum [Member] | |
Derivative Financial Instruments (Textual) | |
Risk-free interest rate | 2.73% |
Expected life | 1 year |
Volatility | 293.97% |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock issuable, Amount | $ 159,538 | $ 26,137 |
Common stock issuable, Shares | 1,047,904 | 114,080 |
Shares issuable pursuant to consulting agreements [Member] | ||
Common stock issuable, Amount | $ 93,377 | $ 26,137 |
Common stock issuable, Shares | 493,142 | 114,080 |
Shares issuable to employees [Member] | ||
Common stock issuable, Amount | $ 7,161 | |
Common stock issuable, Shares | 75,000 | |
Shares issuable pursuant to stock subscriptions received [Member] | ||
Common stock issuable, Amount | $ 59,000 | |
Common stock issuable, Shares | 479,762 |
Shareholders' Deficit (Details
Shareholders' Deficit (Details 1) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of the period | 46,161,463 | 20,526,387 |
Granted during the period | 5,864,843 | 27,635,819 |
Exercised during the period | (4,970,013) | (2,000,744) |
Terminated during the period | ||
Outstanding at end of the period | 47,056,293 | 46,161,463 |
Exercisable at end of the period | 47,056,293 | 46,161,462 |
Weighted Average Exercise Price, Outstanding at beginning of the period | $ 0.18 | $ 0.23 |
Weighted Average Exercise Price, Granted during the period | 0.22 | 0.10 |
Weighted Average Exercise Price, Exercised during the period | 0 | 0 |
Weighted Average Exercise Price, Terminated during the period | ||
Weighted Average Exercise Price, Outstanding at end of the period | 0.21 | 0.18 |
Weighted Average Exercise Price, Exercisable at end of the period | $ 0.21 | $ 0.18 |
Weighted average remaining life | 3 years | 3 years 9 months 18 days |
Shareholders' Deficit (Detail_2
Shareholders' Deficit (Details 2) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years | 3 years 9 months 18 days |
0.0001 to 0.09 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 15,287,011 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 4 years 10 months 25 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.07 | |
Warrants/Options Exercisable, Number Exercisable | 15,287,011 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.07 | |
0.10 to 0.24 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 17,735,322 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years 4 months 24 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.18 | |
Warrants/Options Exercisable, Number Exercisable | 17,735,322 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.18 | |
0.25 to 0.49 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 10,093,960 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 4 years 4 months 24 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.29 | |
Warrants/Options Exercisable, Number Exercisable | 10,093,960 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.29 | |
0.50 to 1.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 3,940,000 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 2 years 2 months 12 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.28 | |
Warrants/Options Exercisable, Number Exercisable | 3,940,000 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.28 | |
0.05 to 1.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 47,056,293 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 4 years | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.18 | |
Warrants/Options Exercisable, Number Exercisable | 47,056,293 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.18 | |
Maximum [Member] | 0.0001 to 0.09 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.09 | |
Maximum [Member] | 0.10 to 0.24 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.24 | |
Maximum [Member] | 0.25 to 0.49 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.49 | |
Maximum [Member] | 0.50 to 1.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 1 | |
Maximum [Member] | 0.05 to 1.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 1 | |
Minimum [Member] | 0.0001 to 0.09 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.0001 | |
Minimum [Member] | 0.10 to 0.24 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.10 | |
Minimum [Member] | 0.25 to 0.49 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.25 | |
Minimum [Member] | 0.50 to 1.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.50 | |
Minimum [Member] | 0.05 to 1.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | $ 0.05 |
Shareholders' Deficit (Detail_3
Shareholders' Deficit (Details 3) - EIP [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at beginning of the period | 1,738,750 | 1,498,750 |
Granted during the period | 135,313 | 440,000 |
Terminated during the period | (200,000) | |
Outstanding at end of the period | 1,874,063 | 1,738,750 |
Shares vested at period-end | 1,535,313 | 1,198,750 |
Weighted average grant date fair value of shares granted during the period | $ 0.26 | $ 0.30 |
Aggregate grant date fair value of shares granted during the period | 12,805 | 107,197 |
Shares available for grant pursuant to EIP at period-end | 10,360,368 | 10,075,934 |
Shareholders' Deficit (Detail_4
Shareholders' Deficit (Details 4) - EIP [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Nonvested at beginning of period | 540,000 | 628,750 |
Granted | 440,000 | |
Vested | (207,500) | (328,750) |
Forfeited | (200,000) | |
Nonvested at end of period | 332,500 | 540,000 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 0.16 | $ 0.05 |
Weighted Average Grant Date Fair Value, Granted | 0.24 | |
Weighted Average Grant Date Fair Value, Vested | 0.14 | 0.13 |
Weighted Average Grant Date Fair Value, Forfeited | 0.04 | |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 0.17 | $ 0.16 |
Shareholders' Deficit (Detail_5
Shareholders' Deficit (Details 5) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at beginning of the period | 3,707,996 | 2,349,996 |
Granted during the period | 1,078,750 | 1,383,000 |
Exercised during the period | (154,166) | |
Forfeited during the period | (1,363,330) | (25,000) |
Outstanding at end of the period | 3,269,250 | 3,707,996 |
Weighted Average Exercise Price, Outstanding at beginning of the period | $ 0.18 | $ 0.12 |
Weighted Average Exercise Price, Granted during the period | 0.26 | 0.29 |
Weighted Average Exercise Price, Exercised during the period | 0.20 | |
Weighted Average Exercise Price, Forfeited during the period | 0.18 | 0.15 |
Weighted Average Exercise Price, Outstanding at end of the period | $ 0.21 | $ 0.18 |
Options exercisable at period-end | 1,633,000 | 1,375,583 |
Weighted average remaining life (in years) | 7 years 8 months 12 days | 8 years 1 month 6 days |
Weighted average grant date fair value of options granted during the period | $ 0.20 | $ 0.22 |
Options available for grant at period-end | 10,360,368 | 10,075,684 |
Shareholders' Deficit (Detail_6
Shareholders' Deficit (Details 6) - Stock options [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
— to 0.10 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | shares | 1,283,000 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 6 years |
Options Outstanding, Weighted-Average Exercise Price | $ 0.08 |
Options Exercisable, Number Exercisable | shares | 1,258,000 |
Options Exercisable, Weighted Average Exercise Price | $ 0.08 |
— to 0.10 | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | $ 0.10 |
0.11 to 0.31 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | shares | 1,986,250 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 8 years 10 months 25 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.29 |
Options Exercisable, Number Exercisable | shares | 375,000 |
Options Exercisable, Weighted Average Exercise Price | $ 0.31 |
0.11 to 0.31 [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | 0.31 |
0.11 to 0.31 [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | $ 0.11 |
0.08 to 0.31 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | shares | 3,269,250 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 7 years 8 months 12 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.21 |
Options Exercisable, Number Exercisable | shares | 1,633,000 |
Options Exercisable, Weighted Average Exercise Price | $ 0.13 |
0.08 to 0.31 [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | 0.31 |
0.08 to 0.31 [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | $ 0.08 |
Shareholders' Deficit (Detail_7
Shareholders' Deficit (Details 7) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Nonvested at beginning of period | 2,332,413 | 1,774,996 |
Granted | 1,078,750 | 1,383,000 |
Vested | (414,583) | (803,583) |
Forfeited | (1,360,330) | (22,000) |
Nonvested at end of period | 1,636,250 | 2,332,413 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 0.13 | $ 0.03 |
Weighted Average Grant Date Fair Value, Granted | 0.20 | 0.22 |
Weighted Average Grant Date Fair Value, Vested | 0.19 | 0.05 |
Weighted Average Grant Date Fair Value, Forfeited | 0.07 | 0.12 |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 0.22 | $ 0.13 |
Shareholders' Deficit (Detail_8
Shareholders' Deficit (Details Textual) | Jul. 16, 2018 | Jun. 06, 2018USD ($)Individuals$ / sharesshares | Jul. 18, 2019shares | Mar. 31, 2019USD ($)Consultants$ / sharesshares | Dec. 31, 2018USD ($)Consultants$ / sharesshares | Sep. 21, 2018USD ($) | Aug. 31, 2018USD ($)$ / sharesshares | Aug. 16, 2018 | Jul. 18, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)Transactions$ / sharesshares | Dec. 31, 2018USD ($)Transactions$ / sharesshares | Dec. 31, 2017USD ($) | Jul. 13, 2018$ / shares | Jan. 03, 2018shares | Oct. 27, 2017$ / shares | May 22, 2017$ / shares | Jan. 01, 2016shares | Sep. 04, 2014shares | Sep. 02, 2014shares |
Shareholders' Deficit (Textual) | |||||||||||||||||||
Grants per share | $ / shares | $ 0.50 | $ 0.50 | $ 0.75 | ||||||||||||||||
Risk-free interest rate | 2.95% | ||||||||||||||||||
Expected life (in years) | 4 years 9 months 25 days | ||||||||||||||||||
Expected volatility rate | 298.82% | ||||||||||||||||||
Expected dividend yield | $ 0 | ||||||||||||||||||
Aggregate grant date fair value of warrants issued | $ 54,257 | $ 130,306 | |||||||||||||||||
Gross proceeds | $ 1,999,590 | ||||||||||||||||||
Net proceeds | 1,774,690 | ||||||||||||||||||
Repricing date, description | (1) the exercise price of the Series A Warrants issued to the investors and the placement agent was reduced from $0.25 to $0.2233, and (2) the number of Series B Warrants issuable was set at 2,745,757 for the investors and 219,660 for the placement agent. | ||||||||||||||||||
Legal fees | 15,000 | ||||||||||||||||||
Placement agent fees | $ 209,900 | ||||||||||||||||||
Authorized shares of common stock | shares | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||
Preferred shares | shares | 20,000,000 | ||||||||||||||||||
Fair value of warrant | $ 54,257 | $ 296,447 | |||||||||||||||||
Proceeds from warrants excercise | $ 275 | ||||||||||||||||||
Iconic [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Stock warrants maturity date, description | Company agreed to extend the maturity date of the $550k Note, the $50k Note, the $111k Note and the $357.5k Note until December 31, 2020 in exchange for (i) a new five-year warrant to Iconic to purchase 1,907,143 shares at an exercise price of $0.14 per share, (ii) extension of the expiration date on 12,586,111 warrants held by Iconic until January 1, 2025, (iii) repricing of the exercise price 3,508,333 warrants held by Iconic from various prices above $0.50 to $0.25, (iv) a reduction of the conversion price of the $111k Note from $0.35 to $0.15 and of the $357.5k Note from $0.20 to $0.15, and (v) the Company agreed to allow a one-time conversion of up to $30,000 on the $111k Note at a reduced conversion rate. | ||||||||||||||||||
Dr. Dent [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Risk-free interest rate | 1.69% | ||||||||||||||||||
Expected life (in years) | 5 years | ||||||||||||||||||
Expected volatility rate | 119.72% | ||||||||||||||||||
Aggregate grant date fair value of warrants issued | $ 133,943 | $ 66,572 | |||||||||||||||||
Exercise price | $ / shares | $ 0.065 | ||||||||||||||||||
Stock warrants maturity date, description | The maturity date on all of the above notes until December 31, 2020 in exchange for (i) a new five-year warrant to purchase 1,157,143 shares of common stock at an exercise price of $0.014 per share, and (ii) an extension of the expiration date on the 2018 Dr. Dent Warrant from February 12, 2023 to January 1, 2025. | ||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Common shares, issued | shares | 3,534,891 | 3,534,891 | |||||||||||||||||
Proceeds from sale of stock | $ 670,000 | $ 417,500 | |||||||||||||||||
Sale of stock, shares | shares | 3,239,924 | 3,534,891 | |||||||||||||||||
Warrants to purchase shares of common stock | shares | 1,619,962 | 2,649,798 | |||||||||||||||||
Exercise price | $ / shares | $ 0.0001 | ||||||||||||||||||
Number of private placement transactions | Transactions | 8 | 6 | |||||||||||||||||
Warrant terms | 5 years | 5 years | |||||||||||||||||
Securities purchase agreement, description | (1) an aggregate of 3,900,000 shares of the Company's common stock, par value $0.0001 per share, (2) Pre-Funded Warrants to purchase an aggregate of 4,100,000 shares of Company common stock with an exercise price of $0.0001 and a five-year life, (3) Series A Warrants to purchase 8,000,000 shares of Company common stock with an exercise price of $0.25 per share, subject to anti-dilution and other adjustment as described below, and a term of five years, and (4) Series B Warrants to purchase up to a maximum of 17,000,000 shares of Company common stock, subject to adjustment as described below, at a fixed exercise price of $0.0001. | ||||||||||||||||||
Six Separate Private Placement [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Proceeds from sale of stock | $ 3,534,891 | ||||||||||||||||||
Warrants to purchase shares of common stock | shares | 2,649,798 | ||||||||||||||||||
Warrant terms | 5 years | ||||||||||||||||||
Eight Separate Private Placement [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Proceeds from sale of stock | $ 3,239,924 | ||||||||||||||||||
Warrants to purchase shares of common stock | shares | 1,619,962 | ||||||||||||||||||
Exercise price | $ / shares | $ 0.50 | ||||||||||||||||||
Warrant terms | 5 years | ||||||||||||||||||
Employee Equity Incentive Plan [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Common stock issued for services, shares | shares | 15,503,680 | ||||||||||||||||||
Unrecognized stock compensation | $ 88,045 | ||||||||||||||||||
Stock based compensation recognized for grants | 86,523 | $ 28,678 | |||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Stock based compensation recognized for grants | $ 127,010 | $ 73,954 | |||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Risk-free interest rate | 1.54% | 2.32% | |||||||||||||||||
Expected life (in years) | 3 years | 3 years | |||||||||||||||||
Expected volatility rate | 118.60% | 261.18% | |||||||||||||||||
Minimum [Member] | Private Placement [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Sale of stock, per share | $ / shares | $ 0.085 | $ 0.12 | $ 0.085 | ||||||||||||||||
Exercise price | $ / shares | 0.15 | 0.22 | 0.15 | ||||||||||||||||
Minimum [Member] | Six Separate Private Placement [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Exercise price | $ / shares | 0.15 | $ 0.15 | |||||||||||||||||
Minimum [Member] | Eight Separate Private Placement [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Exercise price | $ / shares | $ 0.40 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Risk-free interest rate | 2.52% | 2.93% | |||||||||||||||||
Expected life (in years) | 5 years | 5 years | |||||||||||||||||
Expected volatility rate | 216.35% | 308.60% | |||||||||||||||||
Maximum [Member] | Private Placement [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Sale of stock, per share | $ / shares | 0.35 | $ 0.30 | $ 0.35 | ||||||||||||||||
Exercise price | $ / shares | 0.45 | 0.40 | 0.45 | ||||||||||||||||
Maximum [Member] | Six Separate Private Placement [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Exercise price | $ / shares | $ 0.45 | $ 0.45 | |||||||||||||||||
Maximum [Member] | Eight Separate Private Placement [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Exercise price | $ / shares | $ 0.22 | ||||||||||||||||||
Series A and Series B Warrants [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Warrants to purchase shares of common stock | shares | 1,360,000 | ||||||||||||||||||
Loss on change in fair value of derivative liabilities | 385,856 | ||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Issued warrants | shares | 5,864,843 | 27,635,819 | |||||||||||||||||
Risk-free interest rate | 2.77% | ||||||||||||||||||
Expected life (in years) | 5 years | ||||||||||||||||||
Expected volatility rate | 288.00% | ||||||||||||||||||
Expected dividend yield | $ 0 | ||||||||||||||||||
Aggregate grant date fair value of warrants issued | 920,668 | $ 4,645,446 | $ 4,645,446 | ||||||||||||||||
Net proceeds | $ 1,774,690 | ||||||||||||||||||
Placement agent warrants issued | shares | 640,000 | ||||||||||||||||||
Warrants to purchase shares of common stock | shares | 250,000 | ||||||||||||||||||
Exercise price | $ / shares | $ 0.50 | ||||||||||||||||||
Warrant terms | 3 years | ||||||||||||||||||
Warrants, description | (1) because the Series A Warrants were not settled at a fixed price, these instruments did not qualify for equity classification and were recorded as derivative financial instruments with an inception date fair value of $1,984,722, (2) because the Series B Warrants were not settled into a fixed number of shares, these instruments did not qualify for equity classification and were recorded as derivative financial instruments with an inception date fair value of $412,794, (3) the Pre-Funded Warrants were settled into a fixed number of shares at a fixed price and were classified as equity with an inception date fair value of $942,988. | ||||||||||||||||||
Financing cost | $ 623,216 | ||||||||||||||||||
Proceeds from warrants excercise | $ 275 | $ 0 | |||||||||||||||||
Warrants exercised | shares | 2,000,001 | 4,937,745 | 2,000,001 | ||||||||||||||||
Common Stock Issuable [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Fair value of warrant | |||||||||||||||||||
Additional Paid-in Capital [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Fair value of warrant | 54,257 | 296,447 | |||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Fair value of warrant | |||||||||||||||||||
Series B Warrants [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Derivative liabilities | 711,692 | ||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Derivative liabilities | $ 2,071,680 | ||||||||||||||||||
Five-year warrants [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Issued warrants | shares | 600,000 | ||||||||||||||||||
Exercise price | $ / shares | $ 0.15 | ||||||||||||||||||
Warrant terms | 5 years | ||||||||||||||||||
Number of individuals | Individuals | 2 | ||||||||||||||||||
Fair value of warrant | $ 94,844 | ||||||||||||||||||
Five-year warrants [Member] | Consulting Service [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Issued warrants | shares | 400,000 | ||||||||||||||||||
Exercise price | $ / shares | $ 0.35 | ||||||||||||||||||
Warrant terms | 5 years | ||||||||||||||||||
Fair value of warrant | $ 145,861 | ||||||||||||||||||
Three-year warrants [Member] | Consulting Service [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Issued warrants | shares | 180,000 | 240,000 | |||||||||||||||||
Exercise price | $ / shares | $ 0.35 | $ 0.20 | $ 0.20 | ||||||||||||||||
Warrant terms | 3 years | 3 years | |||||||||||||||||
Fair value of warrant | $ 54,257 | $ 35,462 | |||||||||||||||||
Number of consultants | Consultants | 2 | 2 | |||||||||||||||||
Warrant Three [Member] | Eight Separate Private Placement [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Warrants to purchase shares of common stock | shares | 250,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Sale of stock, shares | shares | 479,762 | ||||||||||||||||||
Common Stock, description | The funds were received and shares were issued in January and February 2020. | ||||||||||||||||||
Obligated to issue shares of common stock | $ 0 | ||||||||||||||||||
Stock subscription agreements | $ 59,000 | ||||||||||||||||||
Common Stock [Member] | Investment Agreement [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Common shares, issued | shares | 2,440,337 | 5,074,068 | 2,440,337 | ||||||||||||||||
Net proceeds | $ 929,986 | $ 440,523 | |||||||||||||||||
Common Stock [Member] | Employee Equity Incentives Plans [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Common shares, issued | shares | 15,503,680 | ||||||||||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Authorized shares of common stock | shares | 500,000,000 | ||||||||||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Authorized shares of common stock | shares | 230,000,000 | ||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||
Preferred shares | shares | 20,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2019USD ($) |
2020 | $ 239,478 |
2021 | 75,019 |
2022 | 28,443 |
2023 | |
Total lease payments | 342,941 |
Less interest | (60,907) |
Present value of lease liabilities | 282,033 |
Operating Leases [Member] | |
2020 | 234,891 |
2021 | 75,019 |
2022 | 28,443 |
2023 | |
Total lease payments | 338,353 |
Less interest | (60,802) |
Present value of lease liabilities | 277,551 |
Capital Leases [Member] | |
2020 | 4,587 |
2021 | |
2022 | |
2023 | |
Total lease payments | 4,587 |
Less interest | (105) |
Present value of lease liabilities | $ 4,482 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Pre-tax loss | $ (5,528,599) | $ (5,790,835) |
Statutory rate - Tax Law Change 2017 | 21.00% | 21.00% |
Income tax benefit at statutory rate | $ (1,161,006) | $ (1,216,075) |
Permanent and other differences | ||
Change in valuation allowance | $ (1,161,006) | $ (1,216,075) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 2,903,578 | $ 1,792,125 |
Stock based compensation expense | ||
Total deferred tax assets | 2,903,578 | 1,792,125 |
Valuation allowance | (2,903,578) | (1,792,125) |
Net deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Corporate tax rate | $ 10,000,000 |
Corporate tax rate, description | The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%. |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Apr. 12, 2019 | |
Revenue | |||
Patient service revenue, net | $ 4,018,818 | $ 2,259,002 | |
Operating Expenses | |||
Practice salaries and benefits | 2,393,954 | 1,446,243 | |
Other practice operating costs | 2,101,767 | 916,408 | |
General and administrative | 2,915,419 | 2,844,715 | |
Depreciation and amortization | 73,385 | 23,782 | |
Total Operating Expenses | 7,227,828 | 5,231,148 | |
Loss from operations | (3,209,010) | (2,972,146) | |
Other Segment Information | |||
Interest expense | 244,085 | 193,109 | |
Loss on extinguishment of debt | (1,229,777) | (393,123) | |
Financing cost | 135,528 | 1,221,911 | |
Amortization of original issue and debt discounts on convertible notes | 1,260,513 | 763,616 | |
Change in fair value of debt | 121,508 | 140,789 | |
Change in fair value of derivative financial instruments | (671,822) | 106,141 | |
Identifiable assets | 2,546,554 | 427,363 | |
Goodwill | 71,866 | $ 71,866 | |
Health Services [Member] | |||
Revenue | |||
Patient service revenue, net | 4,018,818 | 2,259,002 | |
Operating Expenses | |||
Practice salaries and benefits | 2,137,257 | 1,446,243 | |
Other practice operating costs | 2,101,767 | 916,408 | |
General and administrative | |||
Depreciation and amortization | 71,006 | 21,870 | |
Total Operating Expenses | 4,310,030 | 2,384,521 | |
Loss from operations | (291,212) | (125,519) | |
Other Segment Information | |||
Interest expense | 22,782 | 24,356 | |
Loss on extinguishment of debt | |||
Financing cost | |||
Amortization of original issue and debt discounts on convertible notes | |||
Change in fair value of debt | |||
Change in fair value of derivative financial instruments | |||
Identifiable assets | 2,428,752 | 184,912 | |
Goodwill | 71,866 | ||
Digital Healthcare [Member] | |||
Revenue | |||
Patient service revenue, net | |||
Operating Expenses | |||
Practice salaries and benefits | |||
Other practice operating costs | |||
General and administrative | 2,915,419 | 2,844,715 | |
Depreciation and amortization | 2,379 | 1,912 | |
Total Operating Expenses | 2,917,798 | 2,846,627 | |
Loss from operations | (2,917,798) | (2,846,627) | |
Other Segment Information | |||
Interest expense | 221,303 | 168,753 | |
Loss on extinguishment of debt | 1,229,777 | 393,123 | |
Financing cost | 135,528 | 1,221,911 | |
Amortization of original issue and debt discounts on convertible notes | 1,260,513 | 763,616 | |
Change in fair value of debt | 121,508 | 140,789 | |
Change in fair value of derivative financial instruments | (671,822) | 106,141 | |
Identifiable assets | 117,802 | 242,451 | |
Goodwill |
Segment Reporting (Details Text
Segment Reporting (Details Textual) | 12 Months Ended | |
Dec. 31, 2019USD ($)Segments | Dec. 31, 2018USD ($) | |
Segment Reporting (Textual) | ||
Number of reportable segments | Segments | 2 | |
Digital Healthcare [Member] | ||
Segment Reporting (Textual) | ||
Subscription revenue billed and paid | $ | $ 6,374 | $ 13,388 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total | $ 1,907,777 | $ 1,784,726 |
Fair value on a recurring basis | 550,314 | (246,930) |
Derivative financial instruments [Member] | ||
Fair value on a recurring basis | 991,288 | 800,440 |
Fair Value, Inputs, Level 1 [Member] | ||
Total | ||
Fair Value, Inputs, Level 1 [Member] | Derivative financial instruments [Member] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | Derivative financial instruments [Member] | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Total | 1,907,777 | 1,784,726 |
Fair Value, Inputs, Level 3 [Member] | Derivative financial instruments [Member] | ||
Total | 991,288 | 800,440 |
Fair value on a recurring basis | 671,822 | (106,141) |
Convertible notes payable [Member] | ||
Fair value on a recurring basis | 723,482 | 780,315 |
Convertible notes payable [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Total | ||
Convertible notes payable [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Total | ||
Convertible notes payable [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total | 723,482 | 780,315 |
Fair value on a recurring basis | (97,410) | (125,760) |
Notes payable to related party [Member] | ||
Fair value on a recurring basis | 193,007 | 203,971 |
Notes payable to related party [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Total | ||
Notes payable to related party [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Total | ||
Notes payable to related party [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total | 193,007 | 203,971 |
Fair value on a recurring basis | $ (24,098) | $ (15,029) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 13, 2020 | Mar. 10, 2020 | Feb. 06, 2020 | Feb. 05, 2020 | Jan. 23, 2020 | Jan. 16, 2020 | Jan. 13, 2020 | Jan. 08, 2020 | Jan. 07, 2020 | Mar. 20, 2020 | Feb. 29, 2020 | Feb. 24, 2020 | Feb. 19, 2020 | Jan. 31, 2020 | Jan. 24, 2020 | Jan. 14, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Warrant [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Warrants issued | 4,937,745 | 2,000,001 | ||||||||||||||||
Exercise price | $ 0.50 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Accrued interest | $ 2,356 | $ 247 | ||||||||||||||||
Principal amount | $ 40,000 | $ 32,925 | ||||||||||||||||
Common stock shares | 654,320 | 421,231 | ||||||||||||||||
Subsequent Event [Member] | HLYK Florida, LLC [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Merger agreement, description | (i) $437,500 payable at the closing; (ii) common shares of the Company equal to an aggregate value of $875,000 based on the average volume weighted average price (VWAP) of the five (5) business days prior to the closing; (iii) "earn-out" payments in the aggregate amount of $437,500 to be paid over four (4) years, subject to certain revenue and profit targets; and (iv) cash, if any, representing any excess over $25,000 of accounts receivable of the Target immediately prior to the closing. If the accounts receivable balance is below $25,000 at the closing, the difference shall be paid by the Sellers. | |||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Shares issued common stock | 2,554,944 | 2,554,944 | ||||||||||||||||
Net proceeds | $ 335,000 | $ 335,000 | ||||||||||||||||
Warrants issued | 1,134,616 | 142,858 | ||||||||||||||||
Exercise price | $ 0.23 | $ 0.23 | ||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Warrants issued | 142,858 | 1,134,616 | ||||||||||||||||
Exercise price | $ 0.24 | $ 0.24 | ||||||||||||||||
Warrants term | 3 years | 3 years | ||||||||||||||||
Subsequent Event [Member] | January 2020 MCA [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Note payable interest rate | $ 7,212 | |||||||||||||||||
Repayment of notes payable | 187,500 | |||||||||||||||||
Received in advance before closing fees | $ 150,000 | |||||||||||||||||
Subsequent Event [Member] | 111k Note converted [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Shares issued common stock | 448,029 | |||||||||||||||||
Convertible note | $ 30,000 | |||||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable ($131,250) - January 2020 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Fee for net proceeds | $ 8,750 | |||||||||||||||||
Net proceeds | $ 122,500 | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Default interest rate | 22.00% | |||||||||||||||||
Mature date | Jan. 13, 2021 | |||||||||||||||||
Beneficial ownership, percentage | 4.99% | |||||||||||||||||
Conversion price per share, percentage | 25.00% | |||||||||||||||||
Outstanding principal and interest, percentage | 300.00% | |||||||||||||||||
Percentage of outstanding principal and any interest incase of a default | 150.00% | |||||||||||||||||
Face value | $ 131,250 | |||||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable ($78,750) - January 2020 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Default interest rate | 22.00% | |||||||||||||||||
Mature date | Oct. 15, 2020 | |||||||||||||||||
Beneficial ownership, percentage | 4.99% | |||||||||||||||||
Conversion price per share, percentage | 39.00% | |||||||||||||||||
Outstanding principal and interest, percentage | 150.00% | |||||||||||||||||
Face value | $ 78,000 | |||||||||||||||||
Conversion price | $ 3 | |||||||||||||||||
Subsequent Event [Member] | $67.9k Note I [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Accrued interest | $ 3,679 | |||||||||||||||||
Principal amount | $ 35,000 | |||||||||||||||||
Common stock shares | 464,616 | |||||||||||||||||
Subsequent Event [Member] | $230k Note [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Accrued interest | $ 2,016 | |||||||||||||||||
Principal amount | $ 40,000 | |||||||||||||||||
Common stock shares | 582,348 | |||||||||||||||||
Subsequent Event [Member] | $154k Note [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Accrued interest | $ 8,572 | |||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||||
Common stock shares | 968,390 | |||||||||||||||||
Subsequent Event [Member] | $67.9k Note [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Accrued interest | $ 5,992 | $ 163 | ||||||||||||||||
Principal amount | $ 25,000 | $ 25,000 | ||||||||||||||||
Common stock shares | 596,002 | 537,676 | ||||||||||||||||
Subsequent Event [Member] | $157.5k Note [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Description of securities purchase agreement | The Company entered into a securities purchase agreement for the sale of a $157,500 convertible note (the “$157.5k Note”). The $157.5k Note included $11,000 fees for net proceeds of $146,500. The $157.5k Note has an interest rate of 10% and a default interest rate of 22% and matures on March 10, 2021. The $157.5k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company’s common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||
Subsequent Event [Member] | $78k Note III [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
One-time cash payment | $ 102,388 | |||||||||||||||||
Subsequent Event [Member] | $67.9k Note II [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
One-time cash payment | $ 89,152 |