Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 07, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Co-Diagnostics, Inc. | |
Entity Central Index Key | 0001692415 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 17,015,766 | |
Trading Symbol | CODX | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 5,412,593 | $ 950,237 |
Accounts receivables, net | 42,557 | 13,420 |
Inventory | 18,153 | 18,153 |
Prepaid expenses | 103,827 | 70,103 |
Total current assets | 5,577,130 | 1,051,913 |
Other Assets | ||
Property and equipment, net | 135,820 | 156,138 |
Investment in joint venture | 408,393 | 345,121 |
Total other assets | 544,213 | 501,259 |
Total assets | 6,121,343 | 1,553,172 |
Current Liabilities | ||
Accounts payable | 96,305 | 148,967 |
Accrued expenses | 121,206 | 174,444 |
Accrued expenses (related party) | 120,000 | 120,000 |
Notes payable net of discount of $0 and $91,428 | 1,908,572 | |
Total current liabilities | 337,511 | 2,351,983 |
Long-term Liabilities, net of current portion | ||
Accrued expenses-long-term (related party) | 220,000 | 260,000 |
Total long-term liabilities, net of current portion | 220,000 | 260,000 |
Total liabilities | 557,511 | 2,611,983 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Convertible preferred stock, $.001 par value; 5,000,000 shares authorized, 28,000 and no shares issued and outstanding, respectively | 28 | |
Common stock, $.001 par value, 100,000,000 shares authorized; 17,015,766 and 12,923,373 shares issued and outstanding, respectively. | 17,016 | 12,923 |
Additional paid-in capital | 25,609,344 | 17,622,433 |
Accumulated deficit | (20,062,556) | (18,694,167) |
Total stockholder' equity (deficit) | 5,563,832 | (1,058,811) |
Total liabilities and stockholders' equity (deficit) | $ 6,121,343 | $ 1,553,172 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Current notes payable related party, discount | $ 0 | $ 91,428 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 17,015,766 | 12,923,373 |
Common stock, shares outstanding | 17,015,766 | 12,923,373 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Net sales | $ 3,400 | $ 9,696 |
Cost of sales | 452 | |
Gross profit | 2,948 | 9,696 |
Operating expenses: | ||
Sales and marketing | 256,103 | 95,263 |
Administrative and general | 640,363 | 882,046 |
Research and development | 347,306 | 297,415 |
Depreciation and amortization | 13,668 | 12,403 |
Total operating expenses | 1,257,440 | 1,287,127 |
Loss from operations | (1,254,492) | (1,277,431) |
Other expense: | ||
Interest income | 408 | 7,561 |
Interest expense | (106,427) | |
Gain on disposition of assets | 850 | |
Loss on equity method investment in joint venture | (8,728) | (40,363) |
Total other expense | (113,897) | (32,802) |
Loss before income taxes | (1,368,389) | (1,310,233) |
Provision for income taxes | ||
Net loss | $ (1,368,389) | $ (1,310,233) |
Basic and diluted income (loss) per common share | $ (0.09) | $ (0.11) |
Weighted average common shares outstanding, basic and diluted | 16,066,633 | 12,319,030 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (1,368,389) | $ (1,310,233) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 13,668 | 12,403 |
Stock based compensation | 87,794 | 25,000 |
Accretion of notes payable discount | 91,428 | |
Gain on disposition of assets | (850) | |
Loss of equity method investment | 8,728 | 40,363 |
Changes in assets and liabilities: | ||
(Increase) in accounts and other receivables | (21,637) | |
Decrease in deferred income | (9,696) | |
(Increase) decrease in prepaid and other assets | (33,724) | 304,880 |
Increase in inventory | 9,068 | |
Increase (decrease) in accounts payable and accrued expenses | (145,900) | (40,309) |
Net cash used in operating activities | (1,368,882) | (968,524) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (9,688) | |
Investment in joint venture | (72,000) | (15,000) |
Net cash used by investing activities | (72,000) | (24,688) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 5,496,002 | |
Proceeds from sale of preferred stock | 1,000,000 | |
Payment of offering costs | (592,764) | |
Net cash provided by financing activities | 5,903,238 | |
Net increase (decrease) in cash | 4,462,356 | (993,212) |
Cash and cash equivalents beginning of period | 950,237 | 3,534,454 |
Cash and cash equivalents end of period | 5,412,593 | 2,541,242 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 15,000 | |
Income taxes paid |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1 - Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q as they are prescribed for smaller reporting companies. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the three-month periods ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. These statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2018, included in the Company’s Annual Report on Form 10-K filed on March 28, 2019. Certain 2018 financial statement amounts have been reclassified to conform to 2019 presentations. Description of Business Co-Diagnostics, Inc. (“we,” “our,” the “Company” or “CDI”), a Utah corporation headquartered in Salt Lake City, Utah, is a molecular diagnostics company formed in April 2013 that develops, manufactures and markets a new, state-of-the-art diagnostics technology. CDI’s diagnostics systems are designed to enable very rapid, low-cost, sophisticated molecular testing for organisms and genetic diseases by greatly automating historically complex procedures in both the development and administration of tests. CDI’s newest technical advance involves a novel approach to Polymerase Chain Reaction (“PCR”) primer design (CoPrimers™) that eliminates one of the key vexing issues of PCR amplification, the exponential growth of primer-dimer pairs which adversely interferes with identification of the target DNA. In addition, CDI scientists have enhanced the understanding of the mathematics of DNA test design, so as to “engineer” a DNA test and automate algorithms to screen millions of possible designs to optimize DNA test design. CDI’s proprietary platform of Co-Dx™ technologies integrates and streamlines these steps as it analyzes biological samples. Co-Diagnostics’ portfolio of molecular diagnostics development products and tests represents a new advancement in the understanding of the molecular interactions of DNA. The Company uses highly specialized, proprietary cooperative-theory mathematics that may lead to a revolutionary leap forward in the detection of infectious diseases, genetic disorders and other conditions. CoDx™ tests are a fraction of the cost of other DNA-based tests, designed for a new generation of affordable, mobile point-of-care diagnostic devices and compatible with many other devices, creating opportunities for state-of-the-art diagnostics available anywhere in the world, including developing countries. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. The Company, an emerging growth company (“EGC”), has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to clarify guidance on the presentation and classification of certain cash receipts and payments in the statement of cash flows. This update was issued with the intent of reducing diversity in practice with respect to eight types of cash flows. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for public EGC companies like us. The update did not have a significant impact on the Company’s financial statements. In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842), which requires recognition of leased assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual periods and interim periods with those periods beginning after December 15, 2019, for public EGC companies like us. Management is currently evaluating the impact that the updated standard will have on its consolidated financial statements and related disclosures. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Earnings (Loss) per Share Basic earnings or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of shares outstanding during each period. As the Company experienced net losses during the three months ended March 31, 2019, and 2018, respectively, no common stock equivalents have been included in the diluted earnings per common share calculations as the effect of such common stock equivalents would be anti-dilutive. For the three months ended March 31, 2019, there were 1,679,575 potentially dilutive shares consisting of; (i) 1,172,707 outstanding options, (ii) and 483,535 outstanding warrants and (iii) 23,333 for issued and outstanding convertible preferred stock. For the three months ended March 31, 2018, there were 1,028,969 potentially dilutive shares consisting of 322,707 outstanding options and 706,262 outstanding warrants. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include receivables and other long-lived assets, legal and regulatory contingencies, income taxes, share based arrangements, and others. These estimates and assumptions are based on management’s best estimates and judgments. Actual amounts and results could differ from those estimates. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity | Note 3 – Equity 2019 On January 30, 2019, we entered into a securities purchase agreement with investors, whereby the investors purchased from the Company 30,000 shares of Series A Convertible Preferred Stock of the Company for a purchase price of $3,000,000. The purchase price was paid by the investors with $1.0 million in cash and the conversion of a $2.0 million note owed by the Company to the investors. The investors may not convert the Series A Preferred Stock to the extent that such conversion would result in beneficial ownership by the investors and their affiliates of more than 4.99% of the issued and outstanding Common Stock of the Company. On February 4, 2019, we completed the sale of 3,925,716 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $1.40 per share in a registered direct offering. The aggregate gross proceeds for the sale of the Common Shares was $5,496,002 and we received net proceeds of $4,903,238 after offering costs of $592,764. On March 7, 2019, we issued 166,667 shares of our common stock to an individual who converted 2,000 shares of our Series A Preferred Stock to common stock at a conversion price calculated by multiplying the number of preferred shares being converted by $100 and dividing the result by $1.20. 2018 In March 2018, the Company issued 9,225 shares of our common stock valued at $25,000 to a company for services rendered. Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) Convertible Preferred Stock Common Stock Additional Paid-In- Accumulated Total Stockholders’ Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balance as of December 31, 2018 — $ — 12,923,383 $ 12,923 $ 17,622,433 $ (18,694,167 ) $ (1,058,811 ) Public offering, net of offering costs of $592,764 — — 3,925,716 3,926 4,899,312 — 4,903,238 Issuance of Preferred Stock 30,000 30 — — 2,999,970 — 3,000,000 Stock-based compensation expense — — — — 87,794 — 87,794 Conversion of Preferred Stock to Common (2,000 ) (2 ) 166,667 167 (165 ) — — Net loss — — — — — (1,368,389 ) (1,368,389 ) Balance as of March 31, 2019 28,000 $ 28 170,015,766 $ 17,016 $ 25,609,344 $ (20,062,556 ) $ (5,563,832 ) Balance as of December 31, 2017 — $ — 12,317,184 $ 12,317 $ 16,260,651 (12,422,444 ) 3,850,524 Issuance of Common Stock for Services — — 9,225 9 24,991 — 25,000 Net loss — — — — (1,310,233 ) (1,310,233 ) Balance as of March 31, 2018 — $ — 12,326,409 $ 12,326 $ 16,285,642 $ (13,732,677 ) $ 2,565,291 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4 – Notes Payable On August 3, 2018, we entered into a Note Purchase Agreement with Robert Salna, an existing shareholder of the Company and prior investor in the Company’s convertible debt securities. Pursuant to the agreement, the Company issued to Mr. Salna a Promissory Note, dated August 3, 2018, in the principal amount of $2,000,000 (the “Note”) in exchange for a loan to the Company of equal principal amount. On January 30, 2019, we entered into a securities purchase agreement with investors, whereby the investors purchased from the Company 30,000 shares of Series A Convertible Preferred Stock of the Company for a purchase price of $3,000,000. The purchase price was paid by the investors with $1.0 million in cash and the conversion of a $2.0 million note owed by the Company to the investors. Upon conversion we recognized $78,241 as interest expense for the unamortized debt discount. For the three months ended March 31, 2019 we included $106,409 in interest expense of which $15,000 was for interest paid and $91,427 was for accretion of note discount. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 5 – Stock-based Compensation Stock Incentive Plans The Co-Diagnostics, Inc. 2015 Long Term Incentive Plan reserves an aggregate of 6,000,000 shares. The number of unissued stock options authorized under the plan at March 31, 2019 was 4,827,293. Stock Options There were no options granted in both the three-month periods ended March 31, 2019 and 2018. For the three months ended March 31, 2019 we recognized $87,794 of stock-based compensation expense, related to stock options, recorded in our general and administrative department for options vesting which were granted prior to January 1, 2019. For the three months ended March 31, 2018, there was no stock-based compensation expense related to granted and unexercised stock options. The following table summarizes option activity during the three months and year ended March 31, 2019 and December 31, 2018, respectively. Options Outstanding Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (years) Outstanding at January 1, 2018 322,707 $ 1.29 $ 0.70 7.05 Options granted 850,000 2.63 1.24 9.98 Expired — — — — Forfeited options — — — — Exercised — — — — Outstanding at December 31, 2018 1,172,707 $ 2.23 $ 1.09 8.72 Options granted — — — — Expired — — — — Forfeited options — — — — Exercised — — — — Outstanding at March 31, 2019 1,172,707 $ 2.23 $ 1.09 8.47 Warrants The Company estimates the fair value of issued warrants on the date of issuance as determined using a Black-Scholes pricing model. The Company amortizes the fair value of issued warrants using a vesting schedule based on the terms and conditions of each warrant. The Black-Scholes valuation model requires various judgmental assumptions including the estimated volatility, risk-free interest rate and expected warrant term. In determining the expected volatility, our computation is based on the stock prices of three comparable companies and on a combination of historical and market-based implied volatility. The risk-free interest rate is based on the yield curve of a zero-coupon U.S. Treasury bond on the date the warrant was issued with a maturity equal to the expected term of the warrant. There were no warrants issued in the three months ended March 31, 2019 and 2018. The following table summarizes warrant activity during the three months and year ended March 31, 2019 and December 31, 2018, respectively. Warrants Outstanding Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (years) Outstanding at January 1, 2018 706,262 3.27 1.48 4.22 Warrants issued 50,000 2.00 1.22 5.00 Expired — — — — Forfeited warrants — — — — Exercised 272,727 .64 0.54 3.64 Outstanding at December 31, 2018 483,535 $ 4.92 $ 1.99 3.29 Warrants issued — — — — Expired — — — — Forfeited warrants — — — — Exercised — — — — Outstanding at March 31, 2019 433,535 $ 4.92 $ 1.99 3.04 The following table summarizes information about stock options and warrants outstanding at March 31, 2019. Outstanding Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Weighted Average Exercise Price $ 0.55 261,372 6.38 $ 0.55 261,372 $ 0.55 2.00-3.85 986,335 8.7 2.66 419,668 2.7 5.10-7.20 408,535 3.34 5.46 408,535 5.46 $ 0.55-7.20 1,656,242 6.89 $ 3.02 1,039,575 $ 3.22 Total unrecognized stock-based compensation was $497,516 at March 31, 2019 for options granted. The Company expects to recognize the aggregate amount of this compensation expense over the next years in accordance with contractual provisions and vesting as follows: Year Amount 2019 $ 263,385 2020 234,131 Total $ 497,516 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 – Related Party Transactions The Company acquired the exclusive rights to the CoPrimer technology pursuant to a license agreement dated April 2014, between us and DNA Logix, Inc., which was assigned to Dr. Brent Satterfield, one of our current executive officers, prior to our acquisition of DNA Logix, Inc. On March 1, 2017, the Company entered into an amendment to its Exclusive License Agreement for its Cooperative Primers (“License”) technology with Dr. Satterfield. The amendment provides in part that all accrued royalties under the License cease as of January 1, 2017, and we began in January to pay $700,000 of accrued royalties at the rate of $10,000 per month. At March 31, 2019, the aggregate balance of this related party liability was $340,000. |
Lease Obligations
Lease Obligations | 3 Months Ended |
Mar. 31, 2019 | |
Insurance [Abstract] | |
Lease Obligations | Note 7 – Lease Obligations Our offices are located at 2401 S. Foothill Dr., Suite D, Salt Lake City, Utah 84109-1479. On June 18, 2018, the Company entered into an addendum with our landlord for additional space. The new aggregate space consists of approximately 10,273 square feet and is leased under a multi-year contract at a rate of $14,086 per month expiring on January 31, 2020. For the three months ended March 31, 2019 and 2018, the Company expensed $45,582 and $37,897, respectively, for rent. The Company’s lease rent obligation is as follows: Year Amount 2019 $ 169,033 2020 14,086 Total $ 183,119 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events None. The Company evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no events that need to be reported. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) per Share Basic earnings or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of shares outstanding during each period. As the Company experienced net losses during the three months ended March 31, 2019, and 2018, respectively, no common stock equivalents have been included in the diluted earnings per common share calculations as the effect of such common stock equivalents would be anti-dilutive. For the three months ended March 31, 2019, there were 1,679,575 potentially dilutive shares consisting of; (i) 1,172,707 outstanding options, (ii) and 483,535 outstanding warrants and (iii) 23,333 for issued and outstanding convertible preferred stock. For the three months ended March 31, 2018, there were 1,028,969 potentially dilutive shares consisting of 322,707 outstanding options and 706,262 outstanding warrants. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include receivables and other long-lived assets, legal and regulatory contingencies, income taxes, share based arrangements, and others. These estimates and assumptions are based on management’s best estimates and judgments. Actual amounts and results could differ from those estimates. |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity | In March 2018, the Company issued 9,225 shares of our common stock valued at $25,000 to a company for services rendered. Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) Convertible Preferred Stock Common Stock Additional Paid-In- Accumulated Total Stockholders’ Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balance as of December 31, 2018 — $ — 12,923,383 $ 12,923 $ 17,622,433 $ (18,694,167 ) $ (1,058,811 ) Public offering, net of offering costs of $592,764 — — 3,925,716 3,926 4,899,312 — 4,903,238 Issuance of Preferred Stock 30,000 30 — — 2,999,970 — 3,000,000 Stock-based compensation expense — — — — 87,794 — 87,794 Conversion of Preferred Stock to Common (2,000 ) (2 ) 166,667 167 (165 ) — — Net loss — — — — — (1,368,389 ) (1,368,389 ) Balance as of March 31, 2019 28,000 $ 28 170,015,766 $ 17,016 $ 25,609,344 $ (20,062,556 ) $ (5,563,832 ) Balance as of December 31, 2017 — $ — 12,317,184 $ 12,317 $ 16,260,651 (12,422,444 ) 3,850,524 Issuance of Common Stock for Services — — 9,225 9 24,991 — 25,000 Net loss — — — — (1,310,233 ) (1,310,233 ) Balance as of March 31, 2018 — $ — 12,326,409 $ 12,326 $ 16,285,642 $ (13,732,677 ) $ 2,565,291 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Option Activity | The following table summarizes option activity during the three months and year ended March 31, 2019 and December 31, 2018, respectively. Options Outstanding Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (years) Outstanding at January 1, 2018 322,707 $ 1.29 $ 0.70 7.05 Options granted 850,000 2.63 1.24 9.98 Expired — — — — Forfeited options — — — — Exercised — — — — Outstanding at December 31, 2018 1,172,707 $ 2.23 $ 1.09 8.72 Options granted — — — — Expired — — — — Forfeited options — — — — Exercised — — — — Outstanding at March 31, 2019 1,172,707 $ 2.23 $ 1.09 8.47 |
Summary of Warrant Activity | The following table summarizes warrant activity during the three months and year ended March 31, 2019 and December 31, 2018, respectively. Warrants Outstanding Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (years) Outstanding at January 1, 2018 706,262 3.27 1.48 4.22 Warrants issued 50,000 2.00 1.22 5.00 Expired — — — — Forfeited warrants — — — — Exercised 272,727 .64 0.54 3.64 Outstanding at December 31, 2018 483,535 $ 4.92 $ 1.99 3.29 Warrants issued — — — — Expired — — — — Forfeited warrants — — — — Exercised — — — — Outstanding at March 31, 2019 433,535 $ 4.92 $ 1.99 3.04 |
Summary of Stock Option and Warrant Outstanding | The following table summarizes information about stock options and warrants outstanding at March 31, 2019. Outstanding Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Weighted Average Exercise Price $ 0.55 261,372 6.38 $ 0.55 261,372 $ 0.55 2.00-3.85 986,335 8.7 2.66 419,668 2.7 5.10-7.20 408,535 3.34 5.46 408,535 5.46 $ 0.55-7.20 1,656,242 6.89 $ 3.02 1,039,575 $ 3.22 |
Schedule of Unrecognized Stock-based Compensation | The Company expects to recognize the aggregate amount of this compensation expense over the next years in accordance with contractual provisions and vesting as follows: Year Amount 2019 $ 263,385 2020 234,131 Total $ 497,516 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Insurance [Abstract] | |
Schedule of Lease Rent Obligations | The Company’s lease rent obligation is as follows: Year Amount 2019 $ 169,033 2020 14,086 Total $ 183,119 |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive securities potentially dilutive shares | 1,679,575 | 1,028,969 |
Outstanding Options [Member] | ||
Antidilutive securities potentially dilutive shares | 1,172,707 | 322,707 |
Outstanding Warrants [Member] | ||
Antidilutive securities potentially dilutive shares | 483,535 | 706,262 |
Issued and Outstanding Convertible Preferred Stock [Member] | ||
Antidilutive securities potentially dilutive shares | 23,333 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Mar. 07, 2019 | Feb. 04, 2019 | Jan. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Number of common stock issued, value | $ 4,903,238 | |||||
Convertible note payable related parties | $ 340,000 | |||||
Sales of equity common stock | 3,925,716 | |||||
Common stock, par value | $ 0.001 | $ .001 | $ .001 | |||
Sales of common stock price per shares | $ 1.40 | |||||
Issuance of common stock gross proceeds | $ 5,496,002 | $ 5,496,002 | ||||
Proceeds from issuance of initial public offering | 4,903,238 | |||||
Offering costs | $ 592,764 | $ 592,764 | ||||
Number of common stock issued for services | 9,225 | |||||
Number of common stock issued for services, value | $ 25,000 | |||||
Investor [Member] | Beneficial Ownership [Member] | ||||||
Equity ownership percentage | 4.99% | |||||
Series A Convertible Preferred Stock [Member] | Investor [Member] | ||||||
Number of common stock issued | 30,000 | |||||
Number of common stock issued, value | $ 3,000,000 | |||||
Purchase price paid | 1,000,000 | |||||
Convertible note payable related parties | $ 2,000,000 | |||||
Series A Preferred Stock [Member] | ||||||
Number of common stock issued | 166,667 | |||||
Conversion of common stock converted | 2,000 | |||||
Conversion of stock, amount converted | $ 100 | |||||
Stock conversion price per share | $ 1.20 |
Equity - Condensed Consolidated
Equity - Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Beginning balance | $ (1,058,811) | $ 3,850,524 |
Public offering, net of offering costs of $592,764 | 4,903,238 | |
Issuance of Preferred Stock | 3,000,000 | |
Stock-based compensation expense | $ 87,794 | |
Conversion of Preferred Stock to Common, shares | ||
Issuance of Common Stock for Services | $ 25,000 | |
Issuance of Common Stock for Services, shares | 9,225 | |
Net loss | $ (1,368,389) | $ (1,310,233) |
Ending balance | 5,563,832 | 2,565,291 |
Common Stock [Member] | ||
Beginning balance | $ 12,923 | $ 12,317 |
Beginning balance, shares | 12,923,383 | 12,317,184 |
Public offering, net of offering costs of $592,764 | $ 3,926 | |
Public offering, net of offering costs of $592,764, shares | 3,925,716 | |
Issuance of Preferred Stock | ||
Issuance of Preferred Stock, shares | ||
Stock-based compensation expense | ||
Conversion of Preferred Stock to Common | $ 167 | |
Conversion of Preferred Stock to Common, shares | 166,667 | |
Issuance of Common Stock for Services | $ 9 | |
Issuance of Common Stock for Services, shares | 9,225 | |
Net loss | ||
Ending balance | $ 17,016 | $ 12,326 |
Ending balance, shares | 170,015,766 | 12,326,409 |
Additional Paid-In-Capital [Member] | ||
Beginning balance | $ 17,622,433 | $ 16,260,651 |
Public offering, net of offering costs of $592,764 | 4,899,312 | |
Issuance of Preferred Stock | 2,999,970 | |
Stock-based compensation expense | 87,794 | |
Conversion of Preferred Stock to Common | (165) | |
Issuance of Common Stock for Services | 24,991 | |
Net loss | ||
Ending balance | 25,609,344 | 16,285,642 |
Accumulated Deficit [Member] | ||
Beginning balance | (18,694,167) | (12,422,444) |
Public offering, net of offering costs of $592,764 | ||
Issuance of Preferred Stock | ||
Stock-based compensation expense | ||
Conversion of Preferred Stock to Common, shares | ||
Issuance of Common Stock for Services | ||
Net loss | $ (1,368,389) | (1,310,233) |
Ending balance | (20,062,556) | (13,732,677) |
Convertible Preferred Stock [Member] | ||
Beginning balance | ||
Beginning balance, shares | ||
Public offering, net of offering costs of $592,764 | ||
Public offering, net of offering costs of $592,764, shares | ||
Issuance of Preferred Stock | $ 30 | |
Issuance of Preferred Stock, shares | 30,000 | |
Stock-based compensation expense | ||
Conversion of Preferred Stock to Common | $ (2) | |
Conversion of Preferred Stock to Common, shares | (2,000) | |
Issuance of Common Stock for Services | ||
Issuance of Common Stock for Services, shares | ||
Net loss | ||
Ending balance | $ 28 | |
Ending balance, shares | 28,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jan. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Aug. 03, 2018 |
Number of common stock issued, value | $ 4,903,238 | |||
Convertible note payable related parties | 340,000 | |||
Interest expense | 106,409 | |||
Interest paid | 15,000 | |||
Interest expense for accretion | $ 91,427 | |||
Series A Convertible Preferred Stock [Member] | Investor [Member] | ||||
Number of common stock issued | 30,000 | |||
Number of common stock issued, value | $ 3,000,000 | |||
Purchase price paid | 1,000,000 | |||
Convertible note payable related parties | 2,000,000 | |||
Unamortized debt discount | $ 78,241 | |||
Robert Salna Promissory Note [Member] | ||||
Debt principal amount | $ 2,000,000 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Number of options granted | 850,000 | ||
Weighted average fair value of options granted | $ 1.24 | ||
Stock-based compensation expense related to granted | $ 87,794 | ||
Warrants issued | |||
Unrecognized stock-based compensation | $ 497,516 | ||
2015 Long-term Incentive Plan [Member] | |||
Aggregate number of common shares reserved | 6,000,000 | ||
Unissued common stock options authorized shares | 4,827,293 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Options Outstanding, Beginning | 1,172,707 | 332,707 | 332,707 |
Options Outstanding, Option granted | 850,000 | ||
Options Outstanding, Expired | |||
Options Outstanding, Forfeited options | |||
Options Outstanding, Exercised | |||
Options Outstanding, Ending | 1,172,707 | 1,172,707 | |
Weighted Average Exercise Price Outstanding, Beginning | $ 2.23 | $ 1.29 | $ 1.29 |
Weighted Average Exercise Price Options granted | 2.63 | ||
Weighted Average Exercise Price Expired | |||
Weighted Average Exercise Price Forfeited options | |||
Weighted Average Exercise Price Exercised | |||
Weighted Average Exercise Price Outstanding, Ending | 2.23 | 2.23 | |
Weighted Average Fair Value Outstanding, Beginning | 1.09 | $ 0.70 | 0.70 |
Weighted Average Fair Value Options granted | 1.24 | ||
Weighted Average Fair Value Expired | |||
Weighted Average Fair Value Forfeited options | |||
Weighted Average Fair Value Exercised | |||
Weighted Average Fair Value Outstanding, Ending | $ 1.09 | $ 1.09 | |
Weighted-average Remaining Contractual Life (years) Outstanding, Beginning | 8 years 8 months 19 days | 7 years 18 days | |
Weighted-average Remaining Contractual Life (years) Options granted | 9 years 11 months 23 days | ||
Weighted-average Remaining Contractual Life (years) Outstanding, Ending | 8 years 5 months 20 days | 8 years 8 months 19 days |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Warrant Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Warrant Outstanding, Beginning | 483,535 | 706,262 |
Warrant Outstanding, Warrants issued | 50,000 | |
Warrant Outstanding, Expired | ||
Warrant Outstanding, Forfeited warrants | ||
Warrant Outstanding, Exercised | 272,727 | |
Warrant Outstanding, Ending | 483,535 | 483,535 |
Weighted Average Exercise Price, Beginning | $ 4.92 | $ 3.27 |
Weighted Average Exercise Price, Warrant issued | 2 | |
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Forfeited warrants | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Ending | 4.92 | 4.92 |
Weighted Average Fair Value, Beginning | 1.99 | 1.48 |
Weighted Average Fair Value, Warrant issued | 1.22 | |
Weighted Average Fair Value, Expired | ||
Weighted Average Fair Value, Forfeited warrants | ||
Weighted Average Fair Value, Exercised | 0.54 | |
Weighted Average Fair Value, Ending | $ 1.99 | $ 1.99 |
Weighted-average Remaining Contractual Life (Years), Beginning | 3 years 3 months 15 days | 4 years 2 months 19 days |
Weighted-average Remaining Contractual Life (Years), Warrants issued | 5 years | |
Weighted-average Remaining Contractual Life (Years), Exercised | 3 years 7 months 21 days | |
Weighted-average Remaining Contractual Life (Years), Ending | 3 years 15 days | 3 years 3 months 15 days |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Stock Option and Warrant Outstanding (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Exercise Price 0.55 [Member] | |
Range of Exercise Prices | $ 0.55 |
Number outstanding | shares | 261,372 |
Weighted average remaining contractual life | 6 years 4 months 17 days |
Weighted average exercise price | $ 0.55 |
Number exercisable | shares | 261,372 |
Weighted average exercise price exercisable | $ 0.55 |
Exercise Price 2.00-3.85 [Member] | |
Range of Exercise Prices | 3.85 |
Range of Exercise Prices | $ 2 |
Number outstanding | shares | 986,335 |
Weighted average remaining contractual life | 8 years 8 months 12 days |
Weighted average exercise price | $ 2.66 |
Number exercisable | shares | 419,668 |
Weighted average exercise price exercisable | $ 2.7 |
Exercise Price 5.10-7.20 [Member] | |
Range of Exercise Prices | 7.20 |
Range of Exercise Prices | $ 5.10 |
Number outstanding | shares | 408,535 |
Weighted average remaining contractual life | 3 years 4 months 2 days |
Weighted average exercise price | $ 5.46 |
Number exercisable | shares | 408,535 |
Weighted average exercise price exercisable | $ 5.46 |
Exercise Price 0.55-7.20 [Member] | |
Range of Exercise Prices | 7.20 |
Range of Exercise Prices | $ 0.55 |
Number outstanding | shares | 1,656,242 |
Weighted average remaining contractual life | 6 years 10 months 21 days |
Weighted average exercise price | $ 3.02 |
Number exercisable | shares | 1,039,575 |
Weighted average exercise price exercisable | $ 3.22 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Unrecognized Stock-based Compensation (Details) | Mar. 31, 2019USD ($) |
Total | $ 497,516 |
2019 [Member] | |
Total | 263,385 |
2020 [Member] | |
Total | $ 234,131 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 01, 2017 | Mar. 31, 2019 |
Due to related party | $ 340,000 | |
Exclusive License Agreement [Member] | ||
Accrued royalties | $ 700,000 | |
Royalty payments, per month | $ 10,000 |
Lease Obligations (Details Narr
Lease Obligations (Details Narrative) | 3 Months Ended | |
Mar. 31, 2019USD ($)a | Mar. 31, 2018USD ($) | |
Insurance [Abstract] | ||
Area of land | a | 10,273 | |
Contract lease per month | $ 14,086 | |
Lease expiration date | Jan. 31, 2020 | |
Rent expenses | $ 45,582 | $ 37,897 |
Lease Obligations - Schedule of
Lease Obligations - Schedule of Lease Rent Obligations (Details) | Mar. 31, 2019USD ($) |
Insurance [Abstract] | |
2019 | $ 169,033 |
2020 | 14,086 |
Total | $ 183,119 |