ENDRA Life Sciences (NDRA) 10-K 26 Mar 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Mar. 23, 2020	Jun. 28, 2019
Document and Entity Information
Entity Registrant Name	ENDRA Life Sciences Inc.
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Amendment Flag	false
Entity Central Index Key	0001681682
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		13,483,125
Entity Public Float			$ 12,170,900
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37969
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Assets
Cash	$ 6,174,207	$ 6,471,375
Prepaid expenses	116,749	145,424
Inventory	113,442	59,444
Other current assets	130,701	273,315
Total Current Assets	6,535,099	6,949,558
Other Assets
Fixed assets, net	236,251	273,233
Right of use assets	404,919	0
Total Assets	7,176,269	7,222,791
Current Liabilities:
Accounts payable and accrued liabilities	1,708,525	974,583
Convertible notes payable, net of discount	298,069	0
Lease liabilities, current portion	66,193	0
Total current liabilities	2,072,787	974,583
Long Term Liabilities
Lease liabilities	342,812	0
Total Long Term Liabilities	342,812	0
Total Liabilities	2,415,599	974,583
Stockholders' Deficit
Common stock, $0.0001 par value; 50,000,000 shares authorized; 8,421,401 and 7,422,642 shares issued and outstanding	842	742
Additional paid in capital	49,933,736	33,939,162
Stock payable	(43,528)	0
Accumulated deficit	(45,217,437)	(27,691,696)
Total Stockholders' Equity	4,760,670	6,248,208
Total Liabilities and Stockholders' Equity	7,176,269	7,222,791
Preferred Class A
Stockholders' Deficit
Preferred stock	1	0
Preferred Class B
Stockholders' Deficit
Preferred stock	$ 0	$ 0

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Common stock shares, par value	$ 0.0001	$ 0.0001
Common stock shares, authorized	50,000,000	50,000,000
Common stock shares, issued	8,421,401	7,422,642
Common stock shares, outstanding	8,421,401	7,422,642
Preferred Class A
Preferred stock shares, par value	$ 0.0001	$ 0.0001
Preferred stock shares, authorized	10,000	10,000
Preferred stock shares, issued	6,338.490	6,338.490
Preferred stock shares, outstanding	6,338.490	6,338.490
Preferred Class B
Preferred stock shares, par value	$ 0.0001	$ 0.0001
Preferred stock shares, authorized	1,000	1,000
Preferred stock shares, issued	351.711	351.711
Preferred stock shares, outstanding	351.711	351.711

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Revenue	$ 0	$ 6,174
Cost of Goods Sold	0	0
Gross Profit	0	6,174
Operating Expenses
Research and development	6,574,999	4,722,465
Sales and marketing	412,434	262,641
General and administrative	3,856,159	3,752,535
Impairment of inventory	0	287,541
Total operating expenses	10,843,592	9,025,182
Operating loss	(10,843,592)	(9,019,008)
Other Expenses
Amortization of debt discount	(2,355,469)	(729,241)
Other expense	(106,903)	(48,012)
Total other expenses	(2,462,372)	(777,253)
Loss from operations before income taxes	(13,305,964)	(9,796,261)
Provision for income taxes	0	0
Deemed dividend related to preferred stock	(4,219,777)	0
Net Loss attributable to common stockholders	$ (17,525,741)	$ (9,796,261)
Net loss per share - basic and diluted	$ (2.34)	$ (2.17)
Weighted average common shares - basic and diluted	7,499,984	4,504,873

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Preferred Class A	Preferred Class B	Common Stock	Additional Paid-In Capital	Stock Payable	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2017	0	0	3,923,027
Beginning balance, amount at Dec. 31, 2017	$ 0	$ 0	$ 392	$ 23,170,531	$ 0	$ (17,895,435)	$ 5,275,488
Common stock issued for cash, shares			2,863,500
Common stock issued for cash, amount			$ 286	7,736,392			7,736,678
Common stock issued for note conversion, shares			636,115
Common stock issued for note conversion, amount			$ 64	1,076,936			1,077,000
Common stock issued for services, shares			0
Common stock issued for services, amount			$ 0	47,865			47,865
Warrants issued for services				71,756			71,756
Fair value of vested stock options				1,248,141			1,248,141
Debt discount				587,541			587,541
Deemed dividend on preferred stock							0
Net loss						(9,796,261)	(9,796,261)
Ending balance, shares at Dec. 31, 2018	0	0	7,422,642
Ending balance, amount at Dec. 31, 2018	$ 0	$ 0	$ 742	33,939,162	0	(27,691,696)	6,248,208
Series A Convertible Preferred Stock issued, shares	6,338.490		904,526
Series A Convertible Preferred Stock issued, amount	$ 1		$ 90	$ 7,412,361			$ 7,412,452
Series B Convertible Preferred Stock issued, shares		351.711
IPO shares, shares				375,520			375,520
Common stock issued for note conversion, shares			94,233
Common stock issued for note conversion, amount			$ 10	$ 140,396			$ 140,406
Fair value of vested stock options				1,399,547			1,399,547
Debt discount				2,490,501			2,490,501
Deemed dividend on preferred stock				(4,219,777)			(4,219,777)
Stock to be issued				(43,528)	43,528		0
Net loss						(13,305,964)	(13,305,964)
Ending balance, shares at Dec. 31, 2019	6,338.490	351.711	8,421,401
Ending balance, amount at Dec. 31, 2019	$ 1	$ 0	$ 842	$ 49,933,736	$ 43,528	$ (45,217,437)	$ 4,760,670

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash Flows from Operating Activities
Net loss	$ (13,305,964)	$ (9,796,261)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	80,577	68,316
Common stock, options and warrants issued for services	1,399,547	1,367,762
Amortization of debt discount	2,355,469	729,241
Impairment of other assets	249,256	0
Impairment of inventory	0	287,541
Amortization of right of use assets	34,434	0
Changes in operating assets and liabilities:
Increase in accounts receivable	0	6,850
Increase in prepaid expenses	28,675	(77,928)
Decrease in lease liability	(30,348)	0
Increase in inventory	(53,998)	(155,305)
Decrease in other asset	(106,642)	(259,066)
Increase in accounts payable and accrued liabilities	760,143	126,368
Net cash used in operating activities	(8,588,851)	(7,702,481)
Cash Flows from Investing Activities:
Purchases of fixed assets	(43,595)	(100,000)
Net cash used in investing activities	(43,595)	(100,000)
Cash Flows from Financing Activities
Proceeds from senior secured convertible promissory notes, net of fees	2,490,501	935,300
Proceeds from issuance of Series A Convertible Preferred Stock	5,344,257	0
Proceeds from issuance of Series B Convertible Preferred Stock	375,520	0
Proceeds from issuance of common stock	125,000	7,736,678
Net cash provided by financing activities	8,335,278	8,671,978
Net decrease (increase) in cash	(297,168)	869,497
Cash, beginning of period	6,471,375	5,601,878
Cash, end of period	6,174,207	6,471,375
Supplemental disclosures:
Interest paid	0	40,085
Income tax paid	0	0
Supplemental disclosures of non-cash Items:
Discount on convertible notes	2,490,501	587,541
Conversion of convertible notes and accrued interest	140,406	1,077,000
Exchange of balance in convertible notes and accrued interest for Series A preferred stock	1,943,195	0
Deemed dividend	4,219,777	0
Right of use asset	404,919	0
Lease liability	$ 409,005	$ 0

1. Nature of the Business

1. Nature of the Business	12 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of the Business	ENDRA Life Sciences Inc. (“ENDRA” or the “Company”) is developing technology for increasing the capabilities of clinical diagnostic ultrasound, to broaden patient access to the safe diagnosis and treatment of a number of significant medical conditions in circumstances where expensive X-ray computed tomography (“CT”) and magnetic resonance imaging (“MRI”) technology is unavailable or impractical. ENDRA was incorporated on July 18, 2007 as a Delaware corporation. ENDRA Life Sciences Canada Inc. was organized under the laws of Ontario, Canada on July 6, 2017, and is wholly owned by the Company.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management makes estimates that affect certain accounts including deferred income tax assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined. Principles of Consolidation The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiary and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended. All inter-company balances and transactions have been eliminated. Basis of Presentation The accompanying consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Cash and Cash Equivalents The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of one year or less, when purchased, to be cash. As of December 31, 2019 and December 31, 2018, the Company had no cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible. Inventory The Company’s inventory is stated at the lower of cost or estimated net realizable value, with cost primarily determined on a weighted-average cost basis on the first-in, first-out method. The Company periodically determines whether a reserve should be taken for devaluation or obsolescence of inventory. Capitalization of Fixed Assets The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASC Topic 606”). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method. The new standard did not have a material impact on its financial position and results of operations, as it did not change the manner or timing of recognizing revenue. Under ASC Topic 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to perform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC Topic 606 did not have an impact on the Company’s operations or cash flows. Research and Development Costs The Company follows FASB Accounting Standards Codification (“ASC”) Subtopic 730-10, “Research and Development”. Research and development costs are charged to the statement of operations as incurred. During the years ended December 31, 2019 and 2018, the Company incurred $6,574,999 and $4,722,465 of expenses related to research and development costs, respectively. Income Taxes The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. The Company generated a deferred tax asset through net operating loss carry-forwards. However, a valuation allowance of 100% has been established due to the uncertainty of the Company’s realization of the net operating loss carry forward prior to its expiration. Net Earnings (Loss) Per Common Share The Company computes earnings per share under ASC Subtopic 260-10, “Earnings Per Share”. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net loss per share is anti-dilutive. There were 24,949,725 and 3,900,939 potentially dilutive shares, which include outstanding common stock options, warrants, and convertible notes, as of December 31, 2019 and December 31, 2018, respectively. The potential shares, which are excluded from the determination of basic and diluted net loss per share as their effect is anti-dilutive, are as follows: December 31, 2019 December 31, 2018 Options to purchase common stock 3,449,319 1,272,911 Warrants to purchase common stock 13,496,924 2,628,028 Shares issuable upon conversion of notes 362,568 - Shares issuable upon conversion of Series A Preferred Stock 7,285,651 - Shares issuable upon conversion of Series B Preferred Stock 355,263 - Potential equivalent shares excluded 24,949,725 3,900,939 Fair Value Measurements Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. In accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” the Company measures certain financial instruments at fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable and convertible notes approximates their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates. Share-based Compensation The Company’s 2016 Omnibus Incentive Plan (the “Omnibus Plan”) permits the grant of stock options and other share-based awards to its employees, consultants and non-employee members of the board of directors. Each January 1 the pool of shares available for issuance under the Omnibus Plan automatically increases by an amount equal to the lesser of (i) the number of shares necessary such that the aggregate number of shares available under the Omnibus Plan equals 25% of the number of fully-diluted outstanding shares on the increase date (assuming the conversion of all outstanding shares of preferred stock and other outstanding convertible securities and exercise of all outstanding options and warrants to purchase shares) and (ii) if the board of directors takes action to set a lower amount, the amount determined by the board. On January 1, 2020, the pool of shares available for issuance under the Omnibus Plan automatically increased by 3,202,280 shares from 2,649,378 shares to 5,861,658. The Company records share-based compensation in accordance with the provisions of the Share-based Compensation Topic of the FASB Codification. The guidance requires the use of option-pricing models that require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model, and the resulting charge is expensed using the straight-line attribution method over the vesting period. Stock compensation expense recognized during the period is based on the value of share-based awards that were expected to vest during the period adjusted for estimated forfeitures. The estimated fair value of grants of stock options and warrants to non-employees of the Company is charged to expense, if applicable, in the financial statements. These options vest in the same manner as the employee options granted under the stock incentive plan as described above. Debt Discount The Company determines if its outstanding convertible promissory notes should be accounted for as liability or equity under ASC Topic 480, “Liabilities — Distinguishing Liabilities from Equity.” ASC Topic 480 applies to certain contracts involving a company’s own equity, and requires that issuers classify the following freestanding financial instruments as liabilities: mandatorily redeemable financial instruments, obligations that require or may require repurchase of the issuer’s equity shares by transferring assets (e.g., written put options and forward purchase contracts), and certain obligations where at inception the monetary value of the obligation is based solely or predominantly on: ● A fixed monetary amount known at inception (for example, a payable settleable with a variable number of the issuer’s equity shares with an issuance date fair value equal to a fixed dollar amount); ● Variations in something other than the fair value of the issuer’s equity shares (for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer’s equity shares); or ● Variations inversely related to changes in the fair value of the issuer’s equity shares (for example, a written put that could be net share settled). If the Company determines the instrument meets the guidance under ASC Topic 480, the instrument is accounted for as a liability with a respective debt discount. The Company has previously recorded debt discounts in connection with raising funds through the issuance of promissory notes. These costs are amortized to noncash interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. See Note 6, Convertible Notes, for further discussion on the Company’s accounting treatment for the outstanding notes. Beneficial Conversion Feature If the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. Going Concern The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited commercial experience and had a cumulative net loss from inception to December 31, 2019 of $45,217,437. The Company had working capital of $4,462,311 as of December 31, 2019. The Company has not established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying financial statements for the period ended December 31, 2019 have been prepared assuming the Company will continue as a going concern. The Company’s cash resources will likely be insufficient to meet its anticipated needs during the next twelve months. The Company will require additional financing to fund its future planned operations, including research and development and commercialization of its products. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of or eliminate one or more of the Company’s research and development activities or commercialization efforts or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the Company to continue as a going concern for one year from the issuance of the accompanying consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 is a comprehensive revenue recognition standard that superseded nearly all previous revenue recognition guidance under U.S. GAAP and replaced it with a principle-based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has since issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company has reviewed ASU 2014-09 and using the full retrospective method has determined that its adoption has had no impact on its financial position, results of operations or cash flows. The Company adopted the provisions of this standard in the first quarter of fiscal 2018. In February 2016, the FASB issued ASU No. 2016-02, “Leases.” ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements. The Company evaluated the impact that the application of the new standard has on its consolidated financial statements and related disclosures, and determined that is should record a total lease liability of $430,681, with a corresponding right of use asset valued at $431,363. The Company adopted the provisions of this standard in the first quarter of fiscal 2019. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC, did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements.

3. Inventory

3. Inventory	12 Months Ended
	Dec. 31, 2019
Inventory Disclosure [Abstract]
Inventory	As of December 31, 2019 and December 31, 2018, inventory consisted of raw materials and subassemblies to be used in the assembly of a TAEUS system. As of December 31, 2019, the Company had no orders pending for the sale of a TAEUS system. As of December 31, 2018, the Company took a full reserve against its available inventory of parts for its discontinued Nexus 128 system. As of December 31, 2019 and December 31, 2018, the Company had inventory valued at $113,442 and $59,444, respectively.

4. Fixed Assets

4. Fixed Assets	12 Months Ended
	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Fixed Assets	As of December 31, 2019 and December 31, 2018, fixed assets consisted of the following: December 31, 2019 December 31, 2018 Property, leasehold and capitalized software $ 679,179 $ 679,179 TAEUS development and testing 43,596 -- Accumulated depreciation (486,524 ) (405,946 ) Fixed assets, net $ 236,251 $ 273,233 Depreciation expense for the years ended December 31, 2019 and 2018 was $80,577 and $68,316, respectively.

5. Accounts Payable and Accrued

5. Accounts Payable and Accrued Liabilities	12 Months Ended
	Dec. 31, 2019
Payables and Accruals [Abstract]
Accounts Payable and Accrued Liabilities	As of December 31, 2019 and December 31, 2018, current liabilities consisted of the following: December 31, 2019 December 31, 2018 Accounts payable $ 1,278,431 $ 631,472 Accrued payroll 94,862 29,302 Accrued bonuses 295,794 263,497 Accrued employee benefits 5,750 27,804 Accrued interest 9,738 -- Insurance premium financing 23,950 22,508 Total $ 1,708,525 $ 974,583

6. Convertible Notes

6. Convertible Notes	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
Convertible Notes	July 2019 Notes On July 26, 2019 the Company conducted a private placement offering in which the Company sold senior secured convertible promissory notes (the “July 2019 Notes”) and warrants exercisable for shares of the Company’s common stock (the “July 2019 Warrants”) to accredited investors for a purchase price approximately $2.8 million. The purchase price covered the purchase of $2,587,895 aggregate principal amount of July 2019 Note and July 2019 Warrants exercisable for an aggregate of 1,736,843 shares of common stock. The net proceeds to the Company were approximately $2.5 million, after deducting placement agent fees and other offering expenses. The Company sold the July 2019 Notes and July 2019 Warrants pursuant to a Securities Purchase Agreement, dated July 26, 2019, between the Company and each purchaser. The July 2019 Notes bear interest at a rate of 10% per annum until maturity on April 26, 2020. Interest is paid in arrears on the outstanding principal amount on the three month anniversary of the issuance of the July 2019 Notes, and each three month period thereafter, and finally on the maturity date. Holders of July 2019 Notes are entitled to convert principal and accrued, unpaid interest on the July 2019 Notes into shares of common stock. The July 2019 Notes are convertible into common stock at a conversion price per share equal to $1.49 and were initially convertible into 1,736,843 shares of common stock. The July 2019 Notes provide for customary events of default. In the case of an event of default, each noteholder may declare its July 2019 Note to be due and payable immediately without further action or notice. If an event of default occurs and is continuing, interest on the July 2019 Notes will automatically be increased to 18% until the default is cured. Each July 2019 Warrants entitles the holder to purchase one share of common stock for an exercise price per share equal to $1.49. The July 2019 Warrants are exercisable for an aggregate of 1,736,843 shares of common stock commencing immediately upon issuance and expire July 26, 2022. The July 2019 Warrants provide for cashless exercise and customary anti-dilution protection. The terms of the Placement Agent Warrant (as defined below) are the same as those of the July 2019 Warrants. National Securities Corporation (the “Placement Agent”) acted as placement agent in the offering pursuant to a Placement Agent Agreement, dated July 9, 2019 (the “Placement Agent Agreement”). Pursuant to the Placement Agent Agreement, the Company paid to the Placement Agent a commission of 10% of the gross proceeds from the offering, reimbursed $30,000 of the Placement Agent’s expenses and issued to the Placement Agent a warrant exercisable for 173,685 shares of common stock (the “Placement Agent Warrant”). The July 2019 Notes and July 2019 Warrants include embedded derivatives that require bifurcation from the host contract under the provisions of ASC 815-40, “Derivatives and Hedging.” The estimated fair value of the derivative warrant instruments was calculated using a Black-Scholes valuation model. At inception, the aggregate relative fair value of the 1,910,538 warrants issued to the investors and the Placement Agent in July 2019 was determined to be $1,993,714 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: (i) volatility rate of 111%, (ii) discount rate of 0%, (iii) zero expected dividend yield, and (iv) expected life of three years. Out of such amount, $1,126,138 was recorded as debt discount upon issuance using allocation of proceeds. At the issuance of the July 2019 Notes, the effective conversion price was analyzed at $0.84 per share of common stock and the market price of the shares on the date of conversion was $1.54 per share. As a result, the Company recognized aggregate beneficial conversion features of $1,440,638. As a result, the Company recorded a note discount of $2,587,895 to account for the funding cost of $314,500 and the relative fair values of the warrants’ and the notes’ beneficial conversion features, which will be amortized as interest over the terms of the warrants and the notes or in full upon exercise of the warrants and conversion of the notes. On D June 2018 Notes On June 28, 2018, the Company conducted a private placement offering in which the Company sold $1,077,000 aggregate principal amount of senior secured convertible promissory notes (the “June 2018 Notes”) to accredited investors and National Securities Corporation, which served as placement agent in the offering. Certain of the Company’s officers and directors participated in the offering. The June 2018 Notes when issued were convertible into shares of the Company’s common stock at a conversion price per share equal to the lesser of (a) the lowest per share price at which common stock was sold in a Qualified Financing (as defined below), less a discount of 20%, or (b) $2.016, but in any event no less than a conversion price floor of $1.40. The June 2018 Notes bore interest at a rate of 10% per annum until maturity on December 31, 2018 (the “Maturity Date”). Interest was paid in arrears on the outstanding principal amount on the three month anniversary of the issuance of the June 2018 Notes and each three month period thereafter and on the Maturity Date or on the date of conversion in full of each such June 2018 Note. Pursuant to their terms, the principal amount of the June 2018 Notes were automatically converted into shares of common stock upon the consummation of a sale (or series of related sales) by the Company of common stock resulting in aggregate gross cash proceeds of at least $7.0 million, which occurred on November 13, 2018 upon the consummation of an underwritten public offering.. In addition, on June 28, 2018, the Company issued warrants exercisable for 267,113 shares of the Company’s common stock to accredited investors and issued to National Securities Corporation, which served as placement agent in the offering, and its designees warrants exercisable for 53,423 shares of common stock (collectively, the “June 2018 Warrants”). Each July 2018 Warrant entitles the holder to purchase one share of common stock for an exercise price per share equal to $2.52, which was the closing bid price for a share of common stock on the Nasdaq Capital Market on June 27, 2018. The July 2018 Warrants expire June 28, 2021. The fair value of these warrants was determined to be $587,541 using the Black-Scholes-Merton option-pricing model based on the following assumptions: (i) volatility rate of 99%, (ii) discount rate of 0%, (iii) zero expected dividend yield, and (iv) expected life of 3 years. The value of the July 2018 Warrants of $587,541 was considered as debt discount upon issuance and is being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During year ended December 31, 2018, the Company amortized $587,541 of such discount to interest expense, and there was no unamortized discount as of December 31, 2018. On September 12, 2018, the Company issued 24,801 shares of its common stock at an effective price of $2.02 per share to convert $50,000 principal amount of its outstanding June 2018 Notes. On November 13, 2018, the remaining outstanding principal amount of June 2018 Notes ($1,027,000) was converted into 611,314 shares of Company’s common stock at an effective price of $1.625 per share. Accrued interest of $40,085 was paid in full in cash.

7. Capital Stock

7. Capital Stock	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Capital Stock	At December 31, 2019, the authorized capital of the Company consisted of 60,000,000 shares of capital stock, consisting of 50,000,000 shares of common stock with a par value of $0.0001 per share and 10,000,000 shares of preferred stock with a par value of $0.0001 per share. The Company has allocated 10,000 shares of its preferred stock to Series A Preferred, 1,000 shares of its preferred stock to Series B Preferred, and the remainder of 9,989,000 remains Authorized but unallocated. As of December 31, 2019, there were 8,421,401 shares of common stock, 6,338.490 shares of Series A Preferred Stock, 351.711 shares of Series B Preferred Stock issued and outstanding, and a dividend payable balance of $43,528. As of December 31, 2018, there were 7,422,642 shares of common stock and no preferred stock issued and outstanding. During the year ended December 31, 2019, the Company issued 94,233 shares of its common stock upon the conversion of $140,406 principal amount of, and in respect of accrued interest on, July 2019 Notes. During the year ended December 31, 2018, the Company issued 636,115 shares of common stock upon the conversion of $1,077,000 principal amount of June 2018 Notes. December 2019 Offering of Series A Preferred Stoc k , Common Stock and Warrants On December 11, 2019, the Company completed a private placement offering in which the Company sold 6,338.49 shares of its Series A Preferred Stock and 904,526 shares of its common stock, along with warrants (the “December 11, 2019 Warrants”) exercisable for an aggregate of 8,190,225 shares of common stock for approximately $7.9 million of gross proceeds. The offering was made pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated as of December 5, 2019, between the Company and the investors. Pursuant to the Purchase Agreement, each investor elected whether to receive shares of Series A Preferred Stock or shares of common stock in the Offering. The Company used approximately $1.9 million of the net proceeds from the offering to repay debt represented by July 2019 Notes and plans to use the remaining net proceeds for working capital and general corporate purposes. In connection with the closing of the offering, the Company filed a Certificate of Designations of Series A Convertible Preferred Stock (the “Series A Certificate of Designations”) with the Secretary of State of the State of Delaware setting forth the rights and preferences of the Series A Preferred Stock. Each share of Series A Preferred Stock has a $1,000 issue price (the “Issue Price”). Dividends accrue on the Issue Price at a rate of 6.0% per annum and are payable to holders of Series A Preferred Stock as, when and if declared by the Company’s Board of Directors. Shares of Series A Preferred Stock, including accrued but unpaid dividends, are convertible into common stock at a conversion price of $0.87 per share. The conversion price is subject to proportional adjustment for certain transactions relating to the Company’s capital stock, including stock splits, stock dividends and similar transactions. Holders of shares of Series A Preferred Stock vote with the holders of common stock and are entitled to a number of votes equal to the number of shares of common stock into which such holder’s shares of Series A Preferred Stock are then convertible. Holders of Series A Preferred Stock are entitled to a liquidation preference in the event of any liquidation, dissolution or winding up of the Company based on their shares’ aggregate Issue Price and accrued and unpaid dividends thereon. Holders may convert their shares of Series A Preferred Stock into common stock at any time and the Company has the right to cause each holder to convert their shares of Series A Preferred Stock if at any time (i) the simple average of the daily volume-weighted average price of Common Stock for 10 consecutive trading days is greater than $1.74 (as adjusted for stock splits, stock dividends and similar transactions) and (ii) there is then an effective registration statement registering under the Securities Act of 1933, as amended (the “Securities Act”), the resale of the shares of common stock issuable upon such conversion of Series A Preferred Stock (the “Series A Forced Conversion Conditions”). The simple average of the Daily VWAP (as defined in the Series A Certificate of Designations) for the 10 consecutive trading days from January 8, 2020 to January 22, 2020, inclusive, was $1.82, satisfying the first Forced Conversion Condition. On January 27, 2020, the SEC declared effective the Company’s Registration Statement on Form S-3 (File No. 333-235883) registering under the Securities Act the resale of the shares of common stock issuable upon the conversion of Series A Preferred Stock, shares of common stock issued in the offering, and shares of common stock issuable upon the exercise of December 11, 2019 Warrants and December 19, 2019 Warrants. Each December 11, 2019 Warrant entitles the holder to purchase a share of common stock for an exercise price equal to $0.87. The December 11, 2019 Warrants are exercisable commencing immediately upon issuance and expire on the date five years after the date of issuance, unless earlier terminated pursuant to the terms of the December 11, 2019 Warrant. If, during the term of the December 11, 2019 Warrants, the Series A Forced Conversion Conditions are met, the Company may deliver notice thereof to the holders of the December 11, 2019 Warrants and, after a 30-day period following such notice, any unexercised December 11, 2019 Warrants will be forfeited. The December 11, 2019 Warrants provide for cashless exercise only if there is no effective registration statement registering under the Securities Act the resale of the shares of Common Stock issuable upon exercise of the December 11, 2019 Warrants. As described in the preceding paragraph, the Series A Forced Conversion Conditions have been met with respect to the December 11, 2019 Warrants. The Securities Purchase Agreement, dated December 5, 2019, includes customary representations, warranties and covenants. In connection with the offering, the Company paid to the placement agent a commission of 8.0% of the gross proceeds from the offering, will reimburse up to $35,000 of the placement agent’s documented expenses and issued to the placement agent and its designees warrants exercisable for an aggregate of 327,606 shares of Common Stock (the “Series A Placement Agent Warrant”). The terms of the Series A Placement Agent Warrant are the same as those of the December 11, 2019 Warrants. Series A Preferred Stock Deemed Dividend, Beneficial Conversion Calculation After factoring in the relative fair value of the warrants issued in conjunction with the Series A Preferred Stock, the effective conversion price is $0.45 per share, compared to the market price of $0.90 per share on the date of issuance. As a result, a $4,208,612 beneficial conversion feature was recorded as a deemed dividend in the consolidated statement of operations because the Series A Preferred Stock is immediately convertible, with a credit to additional paid-in capital. The relative fair value of the warrants issued with the Series A Preferred Stock of $2,766,941 was recorded as a reduction to the carrying amount of the preferred stock in the consolidated balance sheet. The value of the warrants was determined utilizing the binomial option pricing model using a term of 5 years, a volatility of 114%, a risk-free interest rate of 1.64%, a 6% rate of dividends, and a call multiple of 2. December 2019 Offering of Series B Preferred Stock and Warrants On December 19, 2019, the Company completed a private placement offering in which the Company sold 351.711 shares of its Series B Preferred Stock and warrants (the “December 19, 2019 Warrants”) exercisable for an aggregate of 426,316 shares of the Company’s common stock to the investors for approximately $405,000 of gross proceeds. The Company plans to use the net proceeds from the offering for working capital and general corporate purposes. In connection with the closing of the offering, the Company filed a Certificate of Designations of Series B Convertible Preferred Stock (the “Series B Certificate of Designations”) with the Secretary of State of the State of Delaware setting forth the rights and preferences of the Series B Preferred Stock. The Series B Preferred Stock has substantially the same rights and preferences as the Series A Preferred Stock, except for a different conversion price and trading price of common stock at which the Series B Preferred Stock becomes subject to automatic conversion. Each share of Series B Preferred Stock has a $1,000 issue price (the “Issue Price”). Dividends accrue on the Issue Price at a rate of 6.0% per annum and are payable to holders of Preferred Stock as, when and if declared by the Company’s Board of Directors. Shares of Series B Preferred Stock, including accrued but unpaid dividends, are convertible into Common Stock at a conversion price of $0.99 per share of common stock. The conversion price is subject to proportional adjustment for certain transactions relating to the Company’s capital stock, including stock splits, stock dividends and similar transactions. Holders of shares of Series B Preferred Stock vote with the holders of common stock and are entitled to a number of votes equal to the number of shares of common stock into which such holder’s shares of Series A Preferred Stock are then convertible. Holders of Series B Preferred Stock are entitled to a liquidation preference in the event of any liquidation, dissolution or winding up of the Company based on their shares’ aggregate Issue Price and accrued and unpaid dividends. Such liquidation preference of Series B Preferred Stock holders is on a pari passu basis with holders of Series A Preferred Stock. Holders may convert their shares of Series B Preferred Stock into common stock at any time and the Company has the right to cause each holder to convert their shares of Series B Preferred Stock in the event that (i) the average of the daily volume-weighted average price of Common Stock over any 10 consecutive trading days is greater than $1.98 (as adjusted for stock splits, stock dividends and similar transactions) and (ii) there is then an effective registration statement registering under the Securities Act the resale of the shares of Common Stock issuable upon such conversion of Preferred Stock (together, the “Series B Forced Conversion Conditions”). The average daily VWAP requirement of the Series B Forced Conversion Conditions relating to daily volume-weighted average price of our Common Stock has not yet been satisfied. On January 27, 2020, the SEC declared effective the Company’s Registration Statement on Form S-3 (File No. 333-235883) registering under the Securities Act the resale of the shares of common stock issuable upon the conversion of Series B Preferred Stock and upon the exercise of December 19, 2019 Warrants. Each December 19, 2019 Warrant entitles the holder to purchase a share of common stock for an exercise price equal to $0.99. The December 19, 2019 Warrants are exercisable commencing immediately upon issuance and expire on the date five years after the date of issuance, unless earlier terminated pursuant to the terms of the December 19, 2019 Warrant. If, during the term of the December 19, 2019 Warrants, the Series B Forced Conversion Conditions are met, the Company may deliver notice thereof to the holders of the December 19, 2019 Warrants and, after a 30-day period following such notice, any unexercised December 19, 2019 Warrants will be forfeited. The December 19, 2019 Warrants provide for cashless exercise in the event there is no effective registration statement registering under the Securities Act the resale of the shares of common stock issuable upon exercise of such December 19, 2019 Warrants. The Securities Purchase Agreement, dated December 19, 2019, includes customary representations, warranties and covenants. In connection with the closing of the offering, the Company paid to the placement agent in the offering a commission of approximately 8.0% of the gross proceeds from the offering and issued to the placement agent and its designees warrants exercisable for an aggregate of 14,211 shares of common stock (the “Series B Placement Agent Warrant”). The terms of the Series B Placement Agent Warrant are the same as those of the Warrants. Series B Preferred Stock Deemed Dividend, Beneficial Conversion Calculation After factoring in the relative fair value of the warrants issued in conjunction with the Series B Preferred Stock, the effective conversion price is $0.03 per share, compared to the market price of $1.36 per share on the date of issuance. As a result, a $11,165 beneficial conversion feature was recorded as a deemed dividend in the consolidated statement of operations because the Series A Preferred Stock is immediately convertible, with a credit to additional paid-in capital. The relative fair value of the warrants issued with the Series A Preferred Stock of $364,355 was recorded as a reduction to the carrying amount of the preferred stock in the consolidated balance sheet. The value of the warrants was determined utilizing the binomial option pricing model using a term of 5 years, a volatility of 1184%, a risk-free interest rate of 1.75%, a 0% rate of dividends, and a call multiple of 2. October 2018 Offering of Common Stock On October 11, 2018, the Company entered into an underwriting agreement with National Securities Corporation (the “Underwriter”), relating to an underwritten public offering for the issuance and sale of 1,477,750 shares of the Company’s common stock, which amount includes the Underwriter's option to purchase up to an additional 192,750 shares of common stock to cover over-allotments. The Underwriter exercised in full its option to purchase the additional over-allotment shares on October 12, 2018. The offering, including the issuance of the shares of common stock sold pursuant to the Underwriter's over-allotment option, closed on October 15, 2018. The net proceeds to the Company from the offering were approximately $2.7 million, after deducting underwriting discounts and commissions, and other offering expenses. The common stock was offered to the public at $2.10 per share. November 2018 Offering of Common Stock On November 8, 2018, the Company entered into an underwriting agreement with the Underwriter relating to an underwritten public offering for the issuance and sale of 1,385,750 shares of the Company’s common stock, which amount includes the Underwriter’s option to purchase up to an additional 180,750 shares of common stock to cover over-allotments. The Underwriter exercised in full its option to purchase the additional over-allotment shares on November 9, 2018. The common stock was offered to the public at $3.90 per share.

8. Common Stock Options

8. Common Stock Options	12 Months Ended
	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Common Stock Options	Stock options are awarded to the Company’s employees, consultants and non-employee members of the board of directors under the 2016 Omnibus Incentive Plan and are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. The aggregate fair value of these stock options granted by the Company during the year ended December 31, 2019 was determined to be $2,377,537 using the Black-Scholes-Merton option-pricing model based on the following assumptions: (i) volatility rate of 103% to 124%, (ii) discount rate of 0%, (iii) zero expected dividend yield, and (iv) expected life of 7 to 10 years. A summary of option activity under the Company’s stock options as of December 31, 2019, and changes during the year then ended is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balance outstanding at December 31, 2018 1,272,911 $ 4.56 6.31 Granted 2,257,473 1.13 9.81 Exercised - - - Forfeited - - - Cancelled or expired (81,065 ) - - Balance outstanding at December 31, 2019 3,449,319 $ 2.32 5.26 Exercisable at December 31, 2019 756,550 $ 5.02 5.03

9. Common Stock Warrants

9. Common Stock Warrants	12 Months Ended
	Dec. 31, 2019
Notes to Financial Statements
Common Stock Warrants	On July 26, 2019, the Company conducted a private placement offering in which the Company issued 1,736,853 warrants to purchase shares of common stock for an exercise price per share equal to $1.49. The warrants expire July 26, 2022. The Company also issued to the placement agent and its designees warrants exercisable for an aggregate of 173,685 shares of common stock. The fair value of these warrants was determined to be $1,993,714 using the Black-Scholes-Merton option-pricing model based on the following assumptions: (i) volatility rate of 111%, (ii) discount rate of 0%, (iii) zero expected dividend yield, and (iv) expected life of 3 years. On December 11, 2019, the Company conducted a private placement offering in which the Company issued 8,190,225 warrants to purchase shares of common stock for an exercise price per share equal to $0.87. The warrants expire December 11, 2024. The Company also issued to the placement agent and its designees warrants exercisable for an aggregate of 327,606 shares of common stock. See “December 2019 Offering of Series A Preferred Stock, Common Stock and Warrants” under Note 6. On December 19, 2019, the Company conducted a private placement offering in which the Company issued 426,316 warrants to purchase shares of common stock for an exercise price per share equal to $0.99. The warrants expire December 19, 2024. The Company also issued to the placement agent and its designees warrants exercisable for an aggregate of 14,211 shares of common stock. See “December 2019 Offering of Series B Preferred Stock, Common Stock and Warrants” under Note 6. The following table summarizes all stock warrant activity of the Company for the year ended December 31, 2019: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balance outstanding at December 31, 2018 2,628,028 $ 6.32 3.17 Granted 10,868,896 0.98 3.00 Exercised - - - Forfeited - - Expired - - - Balance outstanding at December 31, 2019 13,496,924 $ 2.02 4.07 Exercisable at December 31, 2019 13,496,924 $ 2.02 4.07

10. Commitments & Contingencies

10. Commitments & Contingencies	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Office Lease Effective January 1, 2015, the Company entered into an office lease agreement with Green Court, LLC, a Michigan limited liability company, for approximately 3,657 rentable square feet of space, for the initial monthly rent of $5,986, which commenced on January 1, 2015 for an initial term of 60 months. On October 10, 2017 this lease was amended increasing the rentable square feet of space to 3,950 and the monthly rent to $7,798. On July 16, 2019, the Company exercised its option to extend the lease for an additional 5 years past the initial term originally expiring on December 31, 2019, such that the lease now expires on December 31, 2024. The Company records the lease asset and lease liability at the present value of lease payments over the lease term. The lease typically do not provide an implicit rate; therefore, the Company uses its estimated incremental borrowing rate at the time of lease commencement to discount the present value of lease payments. The Company’s discount rate for operating leases at December 31, 2019 was 10%. Lease expense is recognized on a straight-line basis over the lease term to the extent that collection is considered probable. As a result, the Company has been recognizing rents as they become payable based on the adoption of ASC Topic 842. The weighted-average remaining lease term is 4.92 years. As of December 31, 2019, the maturities of operating lease liabilities are as follows: Operating Lease 2020 $ 98,790 2021 101,752 2022 104,793 2023 107,954 2024 and beyond 111,192 Total $ 524,481 Less: amount representing interest (115,476 ) Present value of future minimum lease payments 409,005 Less: current obligations under leases 66,193 Long-term lease obligations $ 342,812 For the years ended December 31, 2019 and 2018, the Company incurred rent expenses of $105,514 and $104,805, respectively. Employment and Consulting Agreements Francois Michelon If Mr. Michelon’s employment is terminated by the Company without cause, Mr. Michelon will be entitled to receive 12 months’ continuation of his current base salary and a lump sum payment equal to 12 months of continued healthcare coverage (or 24 months’ continuation of his current base salary and a lump sum payment equal to 24 months of continued healthcare coverage if such termination occurs within one year following a change in control). Under his employment agreement, Mr. Michelon is eligible to receive benefits that are substantially similar to those of the Company’s other senior executive officers. On December 27, 2019, the Company entered into an amendment to Mr. Michelon’s employment agreement to provide that (i) Mr. Michelon’s employment with the Company will continue until terminated under the terms the employment agreements, and (ii) Mr. Michelon will each receive certain payments if he is terminated by the Company without Cause (as defined in the employment agreement amendment) or for Good Reason (as defined in the employment agreement amendment). Michael Thornton If Mr. Thornton’s employment is terminated by the Company without cause, Mr. Thornton will be entitled to receive 12 months’ continuation of his current base salary and a lump sum payment equal to 12 months of continued healthcare coverage (or 24 months’ continuation of his current base salary and a lump sum payment equal to 24 months of continued healthcare coverage if such termination occurs within one year following a change in control). Under his employment agreement, Mr. Thornton is eligible to receive benefits that are substantially similar to those of the Company’s other senior executive officers. On December 27, 2019, the Company entered into an amendment to Mr. Thornton’s employment agreement to provide that (i) Mr. Thornton’s employment with the Company will continue until terminated under the terms the employment agreements, and (ii) Mr. Thornton will each receive certain payments if he is terminated by the Company without Cause (as defined in the employment agreement amendment) or for Good Reason (as defined in the employment agreement amendment). David Wells On May 13, 2019, the Company entered into an employment agreement with David Wells that supersedes the consulting agreement between the Company and StoryCorp. The employment agreement provides for an annual base salary of $230,000 and eligibility for an annual cash bonus to be paid based on attainment of Company and individual performance objectives to be established by the Company’s board of directors (in 2019, the amount of such cash bonus if all goals were achieved would be 30% of the base salary plus base fees paid to StoryCorp under the consulting agreement). The employment agreement also provides for eligibility to receive benefits substantially similar to those of the Company’s other senior executive officers. Pursuant to the employment agreement, on May 13, 2019 Mr. Wells was granted stock options to purchase 56,000 shares of the Company’s common stock. The stock options have an exercise price of $1.38 per share, and vest in three equal annual installments beginning on the first anniversary of the grant date. Litigation From time to time the Company may become a party to litigation in the normal course of business. There are currently no legal matters that management believes would have a material effect on the Company’s financial position or results of operations.

11. Income Taxes

11. Income Taxes	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2019 and 2018 are summarized below. 2019 2018 Net operating loss carryforward $ (8,106,070 ) $ (7,062,038 ) Stock based compensation -- 40,671 Fair value of options 378,614 424,368 Total deferred tax assets (7,727,457 ) (6,596,999 ) Valuation allowance $ 7,727,457 $ 6,596,999 Net deferred tax asset $ - $ - In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2019 and 2018, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized, and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. The Company has not completed its evaluation of net operating loss (“NOL”) utilization limitations under Internal Revenue Code, as amended (the “Code”), Section 382/383, change of ownership rules. If the Company has had a change in ownership, the NOL’s would be limited as to the amount that could be utilized each year, or possibly eliminate, based on the Code, as amended. No federal or state/local tax provision has been provided for the years ended December 31, 2019 and 2018 due to the losses incurred during such periods. Reconciled below is the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2019 and 2018. 2019 2018 U.S. federal statutory income tax -21.00 % -21.00 % State tax, net of federal tax benefit -5.80 % -5.80 % Stock based compensation 0.00 % 0.00 % Change in valuation allowance 26.80 % 26.80 % Effective tax rate 0.00 % 0.00 % At December 31, 2019, the Company has available net operating loss carryforwards for federal and state income tax purposes of approximately $28.8 million, which, if not utilized earlier, expire through 2039. ENDRA Life Sciences Canada Inc., the Company’s wholly-owned subsidiary which was incorporated in 2017, is subject to income taxes in the jurisdictions in which it operates, Canada, at a current rate of approximately 26.6 percent for 2019. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities for anticipated tax audit issues based on its current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. ENDRA Life Sciences Canada Inc.’s operations were not material for tax purposes as of December 31, 2019 and 2018 and therefore the entity had no significant impact on the year-end 2019 and 2018 tax provision. Generally, all expenses relating to research & development that are incurred in Canada are the responsibility and owned by the United States parent company, since it is the owner of all of the Company’s intangibles.

12. Subsequent Events

12. Subsequent Events	12 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	Conversion of July 2019 Notes From time to time subsequent to the period ending December 31, 2019 until the date of this Annual Report, the Company, at the request of holders of certain July 2019 Notes, converted approximately $493,800 of the July 2019 Notes and issued approximately 331,442 shares of common stock. Conversion of Series A Preferred Stock and Series B Preferred Stock From time to time subsequent to the period ending December 31, 2019 until the date of this Annual Report, the Company, at the request of holders of certain shares of Series A Preferred Stock and Series B Preferred Stock, converted an aggregate of 3,872.999 shares of Series A Preferred Stock and 231.736 shares of Series B Preferred Stock, including accrued but unpaid dividends on such shares, into an aggregate of 4,685,181 shares of common stock. Exercise of Warrants From time to time subsequent to the period ending December 31, 2019 until the date of this Annual Report, the Company, at the request of holders of certain warrants received in the Series A Preferred Stock transaction, received approximately $39,238 in proceeds from the exercise of warrants, and issued approximately 45,101 shares of common stock.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Use of Estimates	The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management makes estimates that affect certain accounts including deferred income tax assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined.
Principles of Consolidation	The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiary and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended. All inter-company balances and transactions have been eliminated.
Basis of Presentation	The accompanying consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Cash and Cash Equivalents	The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of one year or less, when purchased, to be cash. As of December 31, 2019 and December 31, 2018, the Company had no cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible.
Inventory	The Company’s inventory is stated at the lower of cost or estimated net realizable value, with cost primarily determined on a weighted-average cost basis on the first-in, first-out method. The Company periodically determines whether a reserve should be taken for devaluation or obsolescence of inventory.
Capitalization of Fixed Assets	The Company’s inventory is stated at the lower of cost or estimated net realizable value, with cost primarily determined on a weighted-average cost basis on the first-in, first-out method. The Company periodically determines whether a reserve should be taken for devaluation or obsolescence of inventory.
Capitalization of Intangible Assets	The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred.
Revenue Recognition	In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASC Topic 606”). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method. The new standard did not have a material impact on its financial position and results of operations, as it did not change the manner or timing of recognizing revenue. Under ASC Topic 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to perform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC Topic 606 did not have an impact on the Company’s operations or cash flows.
Research and Development Costs	The Company follows FASB Accounting Standards Codification (“ASC”) Subtopic 730-10, “Research and Development”. Research and development costs are charged to the statement of operations as incurred. During the years ended December 31, 2019 and 2018, the Company incurred $6,245,408 and $4,722,465 of expenses related to research and development costs, respectively.
Income Taxes	The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. The Company generated a deferred tax asset through net operating loss carry-forwards. However, a valuation allowance of 100% has been established due to the uncertainty of the Company’s realization of the net operating loss carry forward prior to its expiration.
Net Earnings (Loss) Per Common Share	The Company computes earnings per share under ASC Subtopic 260-10, “Earnings Per Share”. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net loss per share is anti-dilutive. There were 17,308,811 and 3,900,939 potentially dilutive shares, which include outstanding common stock options, warrants, and convertible notes, as of December 31, 2019 and December 31, 2018, respectively. The potential shares, which are excluded from the determination of basic and diluted net loss per share as their effect is anti-dilutive, are as follows: December 31, 2019 December 31, 2018 Options to purchase common stock 3,449,319 1,272,911 Warrants to purchase common stock 13,496,924 2,628,028 Shares issuable upon conversion of notes 362,568 - Shares issuable upon conversion of Series A Preferred Stock 7,285,651 - Shares issuable upon conversion of Series B Preferred Stock 355,263 - Potential equivalent shares excluded 24,949,725 3,900,939
Fair Value Measurements	Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. In accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” the Company measures certain financial instruments at fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable and convertible notes approximates their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates.
Share-based Compensation	The Company’s 2016 Omnibus Incentive Plan (the “Omnibus Plan”) permits the grant of stock options and other share-based awards to its employees, consultants and non-employee members of the board of directors. Each January 1 the pool of shares available for issuance under the Omnibus Plan automatically increases by an amount equal to the lesser of (i) the number of shares necessary such that the aggregate number of shares available under the Omnibus Plan equals 25% of the number of fully-diluted outstanding shares on the increase date (assuming the conversion of all outstanding shares of preferred stock and other outstanding convertible securities and exercise of all outstanding options and warrants to purchase shares) and (ii) if the board of directors takes action to set a lower amount, the amount determined by the board. On January 1, 2020, the pool of shares available for issuance under the Omnibus Plan automatically increased by 3,202,280 shares from 2,649,378 shares to 5,861,658. The Company records share-based compensation in accordance with the provisions of the Share-based Compensation Topic of the FASB Codification. The guidance requires the use of option-pricing models that require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model, and the resulting charge is expensed using the straight-line attribution method over the vesting period. Stock compensation expense recognized during the period is based on the value of share-based awards that were expected to vest during the period adjusted for estimated forfeitures. The estimated fair value of grants of stock options and warrants to non-employees of the Company is charged to expense, if applicable, in the financial statements. These options vest in the same manner as the employee options granted under the stock incentive plan as described above.
Beneficial Conversion Feature	Beneficial Conversion Feature If the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.
Debt Discount	The Company determines if its outstanding convertible promissory notes should be accounted for as liability or equity under ASC Topic 480, “Liabilities — Distinguishing Liabilities from Equity.” ASC Topic 480 applies to certain contracts involving a company’s own equity, and requires that issuers classify the following freestanding financial instruments as liabilities: mandatorily redeemable financial instruments, obligations that require or may require repurchase of the issuer’s equity shares by transferring assets (e.g., written put options and forward purchase contracts), and certain obligations where at inception the monetary value of the obligation is based solely or predominantly on: ● A fixed monetary amount known at inception (for example, a payable settleable with a variable number of the issuer’s equity shares with an issuance date fair value equal to a fixed dollar amount); ● Variations in something other than the fair value of the issuer’s equity shares (for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer’s equity shares); or ● Variations inversely related to changes in the fair value of the issuer’s equity shares (for example, a written put that could be net share settled). If the Company determines the instrument meets the guidance under ASC Topic 480, the instrument is accounted for as a liability with a respective debt discount. The Company has previously recorded debt discounts in connection with raising funds through the issuance of promissory notes. These costs are amortized to noncash interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. See Note 6, Convertible Notes, for further discussion on the Company’s accounting treatment for the outstanding notes.
Going Concern	The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited commercial experience and had a cumulative net loss from inception to December 31, 2019 of $45,217,437. The Company had working capital of $4,462,311 as of December 31, 2019. The Company has not established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying financial statements for the period ended December 31, 2019 have been prepared assuming the Company will continue as a going concern. The Company’s cash resources will likely be insufficient to meet its anticipated needs during the next twelve months. The Company will require additional financing to fund its future planned operations, including research and development and commercialization of its products. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of or eliminate one or more of the Company’s research and development activities or commercialization efforts or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the Company to continue as a going concern for one year from the issuance of the accompanying consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Recent Accounting Pronouncements	In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 is a comprehensive revenue recognition standard that superseded nearly all previous revenue recognition guidance under U.S. GAAP and replaced it with a principle-based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has since issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company has reviewed ASU 2014-09 and using the full retrospective method has determined that its adoption has had no impact on its financial position, results of operations or cash flows. The Company adopted the provisions of this standard in the first quarter of fiscal 2018. In February 2016, the FASB issued ASU No. 2016-02, “Leases.” ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements. The Company evaluated the impact that the application of the new standard has on its consolidated financial statements and related disclosures, and determined that is should record a total lease liability of $431,363, with a corresponding right of use asset valued at $430,681. The Company adopted the provisions of this standard in the first quarter of fiscal 2019. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC, did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements.

2. Summary of Significant Acc_3

2. Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Anti-dilutive shares	December 31, 2019 December 31, 2018 Options to purchase common stock 3,449,319 1,272,911 Warrants to purchase common stock 13,496,924 2,628,028 Shares issuable upon conversion of notes 362,568 - Shares issuable upon conversion of Series A Preferred Stock 7,285,651 - Shares issuable upon conversion of Series B Preferred Stock 355,263 - Potential equivalent shares excluded 24,949,725 3,900,939

4. Fixed Assets (Tables)

4. Fixed Assets (Tables)	12 Months Ended
	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Fixed assets	December 31, 2019 December 31, 2018 Property, leasehold and capitalized software $ 679,179 $ 679,179 TAEUS development and testing 43,596 -- Accumulated depreciation (486,524 ) (405,946 ) Fixed assets, net $ 236,251 $ 273,233

5. Accounts Payable and Accru_2

5. Accounts Payable and Accrued Liabilities (Tables)	12 Months Ended
	Dec. 31, 2019
Payables and Accruals [Abstract]
Accounts payable and accrued liabilities	December 31, 2019 December 31, 2018 Accounts payable $ 1,278,431 $ 631,472 Accrued payroll 94,862 29,302 Accrued bonuses 295,794 263,497 Accrued employee benefits 5,750 27,804 Accrued interest 9,738 -- Insurance premium financing 23,950 22,508 Total $ 1,708,525 $ 974,583

8. Common Stock Options (Tables

8. Common Stock Options (Tables)	12 Months Ended
	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Stock option activity	Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balance outstanding at December 31, 2018 1,272,911 $ 4.56 6.31 Granted 2,257,473 1.13 9.81 Exercised - - - Forfeited - - - Cancelled or expired (81,065 ) - - Balance outstanding at December 31, 2019 3,449,319 $ 2.32 5.26 Exercisable at December 31, 2019 756,550 $ 5.02 5.03

9. Common Stock Warrants (Table

9. Common Stock Warrants (Tables)	12 Months Ended
	Dec. 31, 2019
Common Stock Warrants Tables Abstract
Warrant activity	Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balance outstanding at December 31, 2018 2,628,028 $ 6.32 3.17 Granted 10,868,896 0.98 3.00 Exercised - - - Forfeited - - Expired - - - Balance outstanding at December 31, 2019 13,496,924 $ 2.02 4.07 Exercisable at December 31, 2019 13,496,924 $ 2.02 4.07

10. Commitments & Contingenci_2

10. Commitments & Contingencies (Tables)	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Future minimum lease payments	Operating Lease 2020 $ 98,790 2021 101,752 2022 104,793 2023 107,954 2024 and beyond 111,192 Total $ 524,481 Less: amount representing interest (115,476 ) Present value of future minimum lease payments 409,005 Less: current obligations under leases 66,193 Long-term lease obligations $ 342,812

11. Income Taxes (Tables)

11. Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Summary of deferred tax assets	2019 2018 Net operating loss carryforward $ (8,106,070 ) $ (7,062,038 ) Stock based compensation -- 40,671 Fair value of options 378,614 424,368 Total deferred tax assets (7,727,457 ) (6,596,999 ) Valuation allowance $ 7,727,457 $ 6,596,999 Net deferred tax asset $ - $ -
Schedule of effective income tax rate reconciliation	2019 2018 U.S. federal statutory income tax -21.00 % -21.00 % State tax, net of federal tax benefit -5.80 % -5.80 % Stock based compensation 0.00 % 0.00 % Change in valuation allowance 26.80 % 26.80 % Effective tax rate 0.00 % 0.00 %

1. Nature of the Business (Deta

1. Nature of the Business (Details Narrative)	12 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Date of incorporation	Jul. 18, 2007
State of incorporation	DE

2. Summary of Significant Acc_4

2. Summary of Significant Accounting Policies (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Anti-dilutive shares exluded from the calculation of earnings per share	24,949,725	3,900,939
Options to purchase common stock
Anti-dilutive shares exluded from the calculation of earnings per share	3,449,319	1,272,911
Warrants to purchase common stock
Anti-dilutive shares exluded from the calculation of earnings per share	13,496,924	2,628,028
Shares issuable upon conversion of notes
Anti-dilutive shares exluded from the calculation of earnings per share	362,568	0
Shares issuable upon conversion of Series A Preferred
Anti-dilutive shares exluded from the calculation of earnings per share	7,285,651	0
Shares issuable upon conversion of Series B Preferred
Anti-dilutive shares exluded from the calculation of earnings per share	355,263	0

2. Summary of Significant Acc_5

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Research and development	$ 6,574,999	$ 4,722,465
Anti-dilutive shares exluded from the calculation of earnings per share	24,949,725	3,900,939
Cumulative net loss	$ (45,217,437)	$ (27,691,696)
Working capital deficit	$ (4,713,762)

4. Fixed Assets (Details)

4. Fixed Assets (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Property, leasehold and capitalized software	$ 679,179	$ 679,179
TAEUS development and testing	43,596	0
Accumulated depreciation	(486,524)	(405,946)
Fixed assets, net	$ 236,251	$ 273,233

4. Fixed Assets (Details Narrat

4. Fixed Assets (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 80,577	$ 68,316

5. Accounts Payable and Accru_3

5. Accounts Payable and Accrued Liabilities (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Accounts payable	$ 1,278,431	$ 631,472
Accrued payroll	94,862	29,302
Accrued bonuses	295,794	263,497
Accrued employee benefits	5,750	27,804
Accrued interest	9,738	0
Insurance premium financing	23,950	22,508
Total Current Liabilities	$ 1,708,525	$ 974,583

7. Capital Stock (Details Narra

7. Capital Stock (Details Narrative) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Common stock shares, par value	$ 0.0001	$ 0.0001
Common stock shares, authorized	50,000,000	50,000,000
Common stock shares, issued	8,421,401	7,422,642
Common stock shares, outstanding	8,421,401	7,422,642
Preferred Class A
Preferred stock shares, par value	$ 0.0001	$ 0.0001
Preferred stock shares, authorized	10,000	10,000
Preferred stock shares, issued	6,338.490	6,338.490
Preferred stock shares, outstanding	6,338.490	6,338.490
Preferred Class B
Preferred stock shares, par value	$ 0.0001	$ 0.0001
Preferred stock shares, authorized	1,000	1,000
Preferred stock shares, issued	351.711	351.711
Preferred stock shares, outstanding	351.711	351.711

8. Common Stock Options (Detail

8. Common Stock Options (Details)	12 Months Ended
	Dec. 31, 2019$ / sharesshares
Share-based Payment Arrangement [Abstract]
Number of options outstanding, beginning | shares	1,272,911
Number of options granted | shares	2,257,473
Number of options exercised | shares	0
Number of options forfeited | shares	0
Number of options cancelled or expired | shares	(81,065)
Number of options outstanding, ending | shares	3,449,319
Number of options outstanding, exercisable | shares	756,550
Weighted average exercise price outstanding, beginning | $ / shares	$ 4.56
Weighted average exercise price granted | $ / shares	1.13
Weighted average exercise price exercised | $ / shares	0
Weighted average exercise price forfeited | $ / shares	0
Weighted average exercise price cancelled or expired | $ / shares	0
Weighted average exercise price outstanding, ending | $ / shares	2.32
Weighted average exercise price outstanding, exercisable | $ / shares	$ 5.02
Weighted average remaining contractual term outstanding, beginning	6 years 3 months 22 days
Weighted average remaining contractual term outstanding, granted	9 years 9 months 22 days
Weighted average remaining contractual term outstanding, ending	5 years 3 months 4 days
Weighted average remaining contractual term outstanding, exercisable	5 years 11 days

9. Common Stock Warrants (Detai

9. Common Stock Warrants (Details 1)	12 Months Ended
	Dec. 31, 2019$ / sharesshares
Share-based Payment Arrangement [Abstract]
Number warrants balance outstanding, beginning | shares	2,628,028
Number warrants granted | shares	10,868,896
Number warrants exercised | shares	0
Number warrants forfeited | shares	0
Number warrants expired | shares	0
Number warrants balance outstanding, ending | shares	13,496,924
Number warrants outstanding, exercisable | shares	13,496,924
Weighted average exercise price outstanding, beginning | $ / shares	$ 6.32
Weighted average exercise price granted | $ / shares	0.98
Weighted average exercise price exercised | $ / shares	0
Weighted average exercise price forfeited | $ / shares	0
Weighted average exercise price expired | $ / shares	0
Weighted average exercise price outstanding, ending | $ / shares	2.02
Weighted average exercise price outstanding, exercisable | $ / shares	$ 2.02
Weighted average remaining contractual term outstanding, beginning	3 years 2 months 1 day
Weighted average remaining contractual term granted	3 years
Weighted average remaining contractual term outstanding, ending	4 years 25 days
Weighted average remaining contractual term outstanding, exercisable	4 years 25 days

10. Commitments & Contingenci_3

10. Commitments & Contingencies (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
2020	$ 98,790
2021	101,752
2022	104,793
2023	107,954
2024 and beyond	111,192
Total	524,481
Less: amount representing interest	(115,476)
Present value of future minimum lease payments	409,005
Less: current obligations under lease	66,193	$ 0
Long-term lease obligations	$ 342,812	$ 0

10. Commitments & Contingenci_4

10. Commitments & Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 105,514	$ 104,805

11. Income Taxes (Details)

11. Income Taxes (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ (8,106,070)	$ (7,062,038)
Stock based compensation	0	40,671
Fair value of options	378,614	424,368
Total deferred tax assets	(7,727,457)	(6,596,999)
Valuation allowance	7,727,457	6,596,999
Net deferred tax asset	$ 0	$ 0

11. Income Taxes (Details 1)

11. Income Taxes (Details 1)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
U.S. federal statutory income tax	(21.00%)	(21.00%)
State tax, net of federal tax benefit	(5.80%)	(5.80%)
Stock based compensation	0.00%	0.00%
Change in valuation allowance	26.80%	26.80%
Effective tax rate	0.00%	0.00%