Provectus Biopharmaceuticals (PVCT) 10-Q 7 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Jul. 31, 2018
Document And Entity Information
Entity Registrant Name	PROVECTUS BIOPHARMACEUTICALS, INC.
Entity Central Index Key	315,545
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		383,111,028
Trading Symbol	PVCT
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Assets:
Cash and cash equivalents	$ 130,633	$ 105,504
Short-term receivables - settlement and other	974,767	452,376
Prepaid expenses	273,552	400,416
Total Current Assets	1,378,952	958,296
Equipment and furnishings, less accumulated depreciation of $43,492 and $36,445, respectively	79,522	86,569
Patents, net of accumulated amortization of $10,480,657 and $10,145,098, respectively	1,234,787	1,570,347
Long-term receivable - reimbursable legal fees, net of reserve for uncollectibility of $455,500	455,500	455,500
Long-term receivable - settlement, net of discount and reserve for uncollectibility of $1,549,043	377,220	365,685
Total Assets	3,525,981	3,436,397
Current Liabilities:
Accounts payable - trade	3,500,467	3,270,505
Other accrued expenses	1,363,904	728,735
Total Current Liabilities	4,864,371	3,999,240
Convertible notes payable	6,412,000	4,456,000
Convertible notes payable - related parties	5,950,000	5,000,000
Total Liabilities	17,226,371	13,455,240
Commitments and contingencies
Stockholders' Deficiency:
Preferred stock; par value $0.001 per share; 25,000,000 shares authorized; Series B Convertible Preferred Stock; 240,000 shares designated; 100 shares issued and outstanding at June 30, 2018 and December 31, 2017; aggregate liquidation preference of $3,500 at June 30, 2018 and December 31, 2017
Common stock; par value $0.001 per share; 1,000,000,000 shares authorized; 383,111,028 and 370,961,451 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	383,111	370,962
Additional paid-in capital	209,013,555	208,351,431
Accumulated deficit	(223,097,056)	(218,741,236)
Total Stockholder's Deficiency	(13,700,390)	(10,018,843)
Total Liabilities and Stockholders' Deficiency	$ 3,525,981	$ 3,436,397

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Accumulated depreciation on equipment and furnishings	$ 43,492	$ 36,445
Accumulated amortization on patents	10,480,657	10,145,098
Reimbursable legal fees, reserve for uncollectibility	455,500	455,500
Settlement, discount and reserve for uncollectibility	$ 1,549,043	$ 1,549,043
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	100	100
Preferred stock, shares outstanding	100	100
Aggregate liquidation preference	$ 3,500	$ 3,500
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	383,111,028	370,961,451
Common stock, shares outstanding	383,111,028	370,961,451
Series B Convertible Preferred Stock [Member]
Preferred stock, shares designated	240,000	240,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Operating Expenses:
Research and development	$ 987,239	$ 2,252,890	$ 2,930,302	$ 4,006,538
General and administrative	1,342,210	1,050,004	2,304,928	3,694,529
Total Operating Loss	(2,329,449)	(3,302,894)	(5,235,230)	(7,701,067)
Gain on settlement of lawsuit	825,000		825,000
Research and development tax credit	42,685		42,685
Investment income	5,556	8,075	11,725	16,750
Net Loss	(1,456,208)	(3,294,819)	(4,355,820)	(7,684,317)
Dividend paid-in kind to preferred shareholders		(50)		(14,057)
Net Loss Applicable to Common Shareholders	$ (1,456,208)	$ (3,294,869)	$ (4,355,820)	$ (7,698,374)
Basic and Diluted Loss Per Common Share	$ 0	$ (0.01)	$ (0.01)	$ (0.02)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	381,574,365	370,354,643	379,483,491	367,795,241

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash Flows From Operating Activities
Net loss	$ (4,355,820)	$ (7,684,317)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	7,047	9,422
Amortization of patents	335,560	335,560
Issuance of stock for services	80,000
Changes in operating assets and liabilities
Settlement receivable	(533,926)	183,329
Other current assets	126,864	115,565
Accounts payable - trade	229,962	1,354,439
Other accrued expenses	635,169	98,098
Net Cash Used In Operating Activities	(3,475,145)	(5,587,904)
Cash Flows From Financing Activities
Proceeds from issuance of convertible notes payable	1,956,000	2,550,000
Proceeds from issuance of convertible notes payable - related party	950,000	3,000,000
Proceeds from exercise of warrants	594,274
Net Cash Provided By Financing Activities	3,500,274	5,550,000
Net Change In Cash and Cash Equivalents	25,129	(37,904)
Cash and Cash Equivalents, Beginning of Period	105,504	1,165,738
Cash and Cash Equivalents, End of Period	130,633	1,127,834
Non-cash investing and financing activities:
Conversion of preferred stock into common stock		3,987
Dividend paid-in kind to preferred shareholders		1,595
Issuance in-kind of preferred stock dividends		$ 14,057

Business Organization, Nature o

Business Organization, Nature of Operations and Basis of Presentation	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Organization, Nature of Operations and Basis of Presentation	1. Business Organization, Nature of Operations and Basis of Presentation Provectus Biopharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, “Provectus” or the “Company”), is a clinical-stage biotechnology company developing a new class of drugs for oncology and dermatology based on halogenated xanthenes. Intralesional PV-10 is undergoing clinical study for adult solid tumor cancers, like melanoma and gastrointestinal cancers, and preclinical study for pediatric cancers. Topical PH-10 is undergoing clinical study for inflammatory dermatoses, like psoriasis and atopic dermatitis. To date, the Company has not generated any revenues from planned principal operations. The Company’s activities are subject to significant risks and uncertainties, including failing to successfully develop and license or commercialize the Company’s prescription drug candidates. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be reviewed in conjunction with the Company’s audited consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2017 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 23, 2018. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

Liquidity and Going Concern

Liquidity and Going Concern	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern	2. Liquidity and Going Concern The Company’s cash and cash equivalents were $130,633 at June 30, 2018, compared with $105,504 at December 31, 2017. The Company continues to incur significant operating losses. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company’s business plan and develop and market its products. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to develop PV-10 and PH-10 and to raise additional capital. The Company plans to access capital resources through possible public or private equity offerings, including the 2017 Financing (as defined in Note 4), exchange offers, debt financings, corporate collaborations or other means. In addition, the Company continues to explore opportunities to strategically monetize its lead drug candidates, PV-10 and PH-10, through potential co-development and licensing transactions, although there can be no assurance that the Company will be successful with such plans. The Company has historically been able to raise capital through equity offerings, but no assurance can be provided that it will continue to be successful in the future. If the Company is unable to raise sufficient capital through the 2017 Financing or otherwise, it will not be able to pay its obligations as they become due. Subsequent to June 30, 2018, the Company received aggregate Loans of $300,000 in connection with the 2017 Financing. See Note 7 – Subsequent Events. The primary business objective of management is to build the Company into a fully integrated global biotechnology company. The Company, however, cannot assure you that it will be successful in co-developing or licensing PV-10, PH-10, or any other halogenated xanthene-based drug candidate developed by the Company, or entering into any financial transaction. Moreover, even if the Company is successful in improving its current cash flow position, the Company nonetheless plans to seek additional funds to meet its long-term requirements in 2018 and beyond. The Company anticipates that these funds will otherwise come from the proceeds of private placement transactions, including the 2017 Financing, the exercise of existing warrants and outstanding stock options, or public offerings of debt or equity securities. While the Company believes that it has a reasonable basis for its expectation that it will be able to raise additional funds, the Company cannot provide assurance that it will be able to complete additional financing in a timely manner. In addition, any such financing may result in significant dilution to stockholders.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Significant Accounting Policies	3. Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 3 – Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Since the date of the Annual Report, there have been no material changes to the Company’s significant accounting policies, except as disclosed below. Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”). ASU 2017-09 provides clarity on the accounting for modifications of stock-based awards. ASU 2017-09 requires adoption on a prospective basis in the annual and interim periods beginning after December 15, 2017 for share-based payment awards modified on or after the adoption date. The adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements. In March 2018, the FASB issued ASU No. 2018-05, “Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” (“ASU 2018-05”). ASU 2018-05 adds various “SEC” paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which was effective immediately. The SEC issued SAB 118 to address concerns about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Cuts and Jobs Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Cuts and Jobs Act are incomplete by the due date of the financial statements and if possible to provide a reasonable estimate. The Company has accounted for the tax effects of the Tax Cuts and Jobs Act under the guidance of SAB 118 and does not believe that the adoption of ASU 2018-05 will have a material impact on the Company’s condensed consolidated financial statements or disclosures. In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments. Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different. ASU 2018-07 expands the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating ASU 2018-07 and its impact on the Company’s condensed consolidated financial statements.

Convertible Notes Payable

Convertible Notes Payable	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Convertible Notes Payable	4. Convertible Notes Payable On March 23, 2017, the Company entered into an exclusive Definitive Financing Commitment Term Sheet with a group of the Company’s stockholders (the “PRH Group”), which was amended and restated effective as of March 19, 2017 (the “Term Sheet”) that set forth the terms on which the PRH Group would use their best efforts to arrange for a financing of a minimum of $10,000,000 and maximum of $20,000,000 (the “2017 Financing”). The 2017 Financing is in the form of secured convertible loans (the “Loans”) from the PRH Group or other investors in the 2017 Financing (the “Investors”). The Loans are evidenced by secured convertible promissory notes (individually a “PRH Note” and collectively, the “PRH Notes”) from the Company to the PRH Group or the investors. The principal amounts of the PRH Notes and the interest payable under the Loan would automatically convert into shares of the Company’s Series D Preferred Stock at a price per share equal to $0.2862 effective on the 18-month anniversary of the funding of the final tranche of the 2017 Financing subject to certain exceptions if the Company’s Board designates such series of preferred stock in the future. As of June 30, 2018, and through the date of filing, the Series D Preferred Stock had not been designated by the Board and, accordingly, the PRH Notes are not convertible into shares of Series D Preferred Stock. As a result, the Company did not analyze the Loan for a potential beneficial conversion feature as the definition of a firm commitment has not been met since the PRH Notes were not convertible as of their respective dates of issuance or as of June 30, 2018. As of June 30, 2018, the Company had received aggregate Loans of $12,362,000 in connection with the 2017 Financing from both non-related and related parties. For further details on the terms of the PRH Notes, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 23, 2018. Convertible Notes Payable – Related Parties On February 21, 2017, the Company issued a promissory note in favor of Eric A. Wachter, Ph.D., the Company’s Chief Technology Officer (“Wachter”), evidencing an unsecured loan from Wachter to the Company in the original principal amount of up to $2,500,000 (the “Wachter Note”). Interest accrues on the outstanding balance of the Wachter Note at six percent (6%) per annum calculated on a 360-day basis. On April 3, 2017, the Company entered into a PRH Note with Cal Enterprises LLC, a Nevada limited liability company, an affiliate of Dominic Rodrigues, a director of the Company, in the principal amount of up to $2,500,000. As of June 30, 2018, the Company had borrowed the entire $2,500,000 under this note. During the six months ended June 30, 2018, the Company amended the above notes to modify the maturity date from 24 months to 18 months in order to be consistent with the other outstanding PRH Notes. The actual maturity dates will be determined after the completion of the 2017 Financing. During the six months ended June 30, 2018, the Company entered into additional PRH Notes with related parties in the aggregate principal amount of $950,000. As of June 30, 2018, the Company had drawn down the entire $950,000 under these notes. Convertible Notes Payable – Non-Related Parties During the six months ended June 30, 2018, the Company entered into additional PRH Notes with accredited investors in the aggregate principal amount of $1,956,000. As of June 30, 2018, the Company had drawn down the entire $1,956,000 under these notes. Included in the $1,956,000 is one PRH note totaling $500,000 with terms of principal and interest due twenty-four (24) months from date of signing. This note will mature in June 2020.

Stockholders' Deficiency

Stockholders' Deficiency	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Stockholders' Deficiency	5. Stockholders’ Deficiency Exercise of Warrants During the six months ended June 30,2018, warrant holders exercised warrants to purchase an aggregate of 11,149,577 shares of commons stock at a price of $0.0533 per share. In connection with these exercises, the Company received aggregate cash proceeds of $594,273 and issued 11,149,577 shares of common stock to the warrant holders. Other Common Stock Issuances During the six months ended June 30, 2018, the Company issued 1,000,000 shares of common stock in payment of services with a grant date fair value of $80,000. As the fair market value of the service was not readily determinable, the service was valued based on the fair market value of the stock at grant date.

Litigation

Litigation	6 Months Ended
	Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Litigation	6. Litigation Culpepper Travel Expenses and Related Collection Efforts On December 27, 2016, the Company’s Board of Directors unanimously voted to terminate Culpepper, effective immediately, from all positions he held with the Company and each of its subsidiaries, including interim Chief Executive Officer and Chief Operating Officer of the Company, “for cause”, in accordance with the terms of the Amended and Restated Executive Employment Agreement entered into by Culpepper and the Company on April 28, 2014 (the “Culpepper Employment Agreement”) based on the results of the investigation conducted by the Audit Committee of the Board of Directors regarding improper expense reimbursements to Culpepper. The Audit Committee retained independent counsel and an advisory firm with forensic accounting expertise to assist the Audit Committee in conducting the investigation. The Audit Committee found that Culpepper received $294,255 in expense reimbursements that were unsubstantiated or otherwise improper. The Company seeks to recover from Culpepper the entire $294,255 in expense reimbursements, as well as all attorney’s fees and auditors’/experts’ fees incurred by the Company in connection with the examination of his expense reimbursements. On December 12, 2017, Culpepper agreed to an order by the SEC to pay disgorgement of $140,115, and prejudgment interest of $12,261, for a total of $152,376, to the Company within 30 days. The Company received the payment of $152,376 in January 2018. The Company takes the position that under the terms of the Culpepper Employment Agreement, Culpepper is owed no severance payments as a result of his termination “for cause” as that term is defined in the Culpepper Employment Agreement. Furthermore, Culpepper is no longer entitled to the 2:1 credit under the Derivative Lawsuit Settlement such that the total $2,240,000 owed by Culpepper pursuant to the Derivative Lawsuit Settlement plus Culpepper’s proportionate share of the litigation cost in the amount of $227,750, less the amount that he repaid as of December 31, 2016, is immediately due and payable. The Company sent Culpepper a notice of default in January 2017 for the total amount he owes the Company and is in the process of pursuing these claims in accordance with the alternative dispute resolution provision of the Culpepper Employment Agreement. The Company has established a reserve of $2,051,083 as of June 30, 2018 and December 31, 2017, which amount represents the amount the Company currently believes Culpepper owes to the Company under the Derivative Lawsuit Settlement (excluding the amount of attorneys’ fees incurred in enforcing the terms of the Derivative Lawsuit Settlement), while the Company pursues collection of this amount. Culpepper disputes that he was terminated “for cause” under the Culpepper Employment Agreement. Pursuant to the alternative dispute resolution provisions of that agreement, the Company and Culpepper participated in a mediation of their dispute on June 28, 2017. Having reached no resolution during the mediation, the parties participated in arbitration under the commercial rules of the American Arbitration Association, arbitrating both Culpepper’s claim for severance against Provectus and Provectus’ claims against Culpepper for improper expense reimbursements and amounts Culpepper owes Provectus under the Derivative Lawsuit Settlement (the “Culpepper Arbitration”). The Culpepper Arbitration hearing was held from May 15, 2018 through May 18, 2018. On July 12, 2018, the arbitrator issued an interim award in favor of the Company, the terms of which are confidential pursuant to the terms of the Culpepper Employment Agreement and instructed the parties that a final award is forthcoming. The Bible Harris Smith Lawsuit On November 17, 2016, the Company filed a lawsuit in the Circuit Court for Knox County, Tennessee against Bible Harris Smith PC (“BHS”) for professional negligence, common law negligence and breach of fiduciary duty arising from accounting services provided by BHS to the Company. The Company alleges that between 2013 and 2015, Dees received approximately $2.4 million in advanced or reimbursed travel and entertainment expenses from the Company and that Dees did not submit back-up documentation in support of substantially all of the advances he received purportedly for future travel and entertainment expenses. The Company further alleges that had BHS provided competent accounting and tax preparation services, it would have discovered Dees’ failure to submit back-up documentation supporting the advanced travel funds at the inception of Dees’ conduct, and prevented the misuse of these and future funds. The Company has made a claim for damages against BHS in an amount in excess of $3 million. The complaint against BHS has been filed and served, an answer has been received, and the parties are in the midst of discovery. BHS filed a Motion for Summary Judgment, which was denied in full by the Court on June 21, 2018. The RSM Lawsuit On June 9, 2017, the Company filed a lawsuit in the Circuit Court of Mecklenburg County, North Carolina against RSM USA LLP (“RSM”) for professional negligence, common law negligence, gross negligence, intentional misrepresentation, negligent misrepresentation and breach of fiduciary duty arising from accounting, internal auditing and consulting services provided by RSM to the Company. The Company alleges that between 2013 and 2015, Dees received approximately $2.4 million in advanced or reimbursed travel and entertainment expenses from the Company and that Dees did not submit back-up documentation in support of substantially all of the advances he received purportedly for future travel and entertainment expenses. The Company similarly alleges that Culpepper received $294,255 in travel expense reimbursements and advances that were unsubstantiated. The Company further alleges that had RSM provided competent accounting, internal audit and consulting services, it would have discovered Dees’ and Culpepper’s conduct at its inception and prevented the misuse of these and future funds. The Company has made a claim for damages against RSM in an amount in excess of $10 million. The Complaint against RSM has been filed and RSM has moved to dismiss the Complaint. The motion to dismiss has been briefed and argued and the parties are awaiting a ruling. The BDO Matter On November 16, 2017, the Company filed a demand for arbitration with the American Arbitration Association that alleged professional negligence, common law negligence, gross negligence, intentional misrepresentation, negligent misrepresentation, and breach of fiduciary duty by the Company’s former external audit firm, BDO USA LLP (“BDO”), arising from accounting, external auditing, and consulting services provided by BDO related to travel and expense advances and reimbursements received by Dees and former Company executive Culpepper. During the quarter ended June 30, 2018, this matter was resolved pursuant to a settlement between the parties, the terms of which are confidential. Subsequent to June 30, 2018, the proceeds from the settlement were received.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	7. Subsequent Events Convertible Notes Payable Subsequent to June 30, 2018, the Company entered into a PRH Note with a related party in the principal amount of $200,000 and a PRH Note with a non-related party in the principal amount of $100,000. The Company has received the proceeds of $300,000 relating to these notes.

Significant Accounting Polici13

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”). ASU 2017-09 provides clarity on the accounting for modifications of stock-based awards. ASU 2017-09 requires adoption on a prospective basis in the annual and interim periods beginning after December 15, 2017 for share-based payment awards modified on or after the adoption date. The adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260) and Derivatives and Hedging (Topic 815) - Accounting for Certain Financial Instruments with Down Round Features” (“ASU 2017-11”). Equity-linked instruments, such as warrants and convertible instruments may contain down round features that result in the strike price being reduced on the basis of the pricing of future equity offerings. Under ASU 2017-11, a down round feature will no longer require a freestanding equity-linked instrument (or embedded conversion option) to be classified as a liability that is re-measured at fair value through the income statement (i.e. marked-to-market). However, other features of the equity-linked instrument (or embedded conversion option) must still be evaluated to determine whether liability or equity classification is appropriate. Equity classified instruments are not marked-to-market. For earnings per share (“EPS”) reporting, the ASU requires companies to recognize the effect of the down round feature only when it is triggered by treating it as a dividend and as a reduction of income available to common shareholders in basic EPS. The amendments in this ASU are effective for all public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in any interim period. In March 2018, the FASB issued ASU No. 2018-05, “Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” (“ASU 2018-05”). ASU 2018-05 adds various “SEC” paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which was effective immediately. The SEC issued SAB 118 to address concerns about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Cuts and Jobs Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Cuts and Jobs Act are incomplete by the due date of the financial statements and if possible to provide a reasonable estimate. The Company has accounted for the tax effects of the Tax Cuts and Jobs Act under the guidance of SAB 118 and does not believe that the adoption of ASU 2018-05 will have a material impact on the Company’s condensed consolidated financial statements or disclosures. In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments. Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different. ASU 2018-07 expands the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating ASU 2018-07 and its impact on the Company’s condensed consolidated financial statements.

Liquidity and Going Concern (De

Liquidity and Going Concern (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 130,633	$ 105,504	$ 1,127,834	$ 1,165,738
Loans received in connection with financing	$ 300,000

Convertible Notes Payable (Deta

Convertible Notes Payable (Details Narrative) - USD ($)	Feb. 21, 2017	Jun. 30, 2018	Dec. 31, 2017	Apr. 03, 2017	Mar. 23, 2017
Related Party Transaction [Line Items]
Preferred stock, par or stated value per share		$ 0.001	$ 0.001
Loans received in connection with financing		$ 300,000
PRH Note [Member]
Related Party Transaction [Line Items]
Principal amount borrowed		200,000
Chief Technology Officer [Member]
Related Party Transaction [Line Items]
Promissory note issuance date	Feb. 21, 2017
Interest rate	6.00%
Interest payments	Calculated on a 360-day basis
Cal Enterprises LLC [Member] | PRH Note [Member]
Related Party Transaction [Line Items]
Borrowed under note		2,500,000
Related Party [Member] | PRH Note [Member]
Related Party Transaction [Line Items]
Principal amount borrowed		950,000
Drawn down under the notes value		950,000
Non-Related Parties [Member] | PRH Note [Member]
Related Party Transaction [Line Items]
Principal amount borrowed		1,956,000
Drawn down under the notes value		$ 1,956,000
Debt maturity date		Jun. 30, 2020
Non-Related Parties [Member] | PRH Note [Member] | Notes Due in Twenty Four Months [Member]
Related Party Transaction [Line Items]
Principal amount borrowed		$ 500,000
Maximum [Member] | Chief Technology Officer [Member] | Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Principal amount borrowed	$ 2,500,000
Maximum [Member] | Cal Enterprises LLC [Member] | PRH Note [Member]
Related Party Transaction [Line Items]
Principal amount borrowed				$ 2,500,000
2017 Financing [Member]
Related Party Transaction [Line Items]
Loans received in connection with financing		$ 12,362,000
2017 Financing [Member] | Series D Preferred Stock [Member] | Final Tranche [Member]
Related Party Transaction [Line Items]
Preferred stock, par or stated value per share		$ 0.2862
2017 Financing [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Financing arrangement amount					$ 10,000,000
2017 Financing [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Financing arrangement amount					$ 20,000,000

Stockholders' Deficiency (Detai

Stockholders' Deficiency (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Class of Stock [Line Items]
Proceeds from warrant exercises	$ 594,274
Number of common stock shares issued for service, grant date fair value	$ 80,000
Warrant [Member]
Class of Stock [Line Items]
Warrant to purchase shares of common stock	11,149,577
Exercise price of warrant	$ 0.0533
Proceeds from warrant exercises	$ 594,273
Number of shares issued upon warrant exercise	11,149,577
Other Common Stock [Member]
Class of Stock [Line Items]
Number of common stock shares issued for service	1,000,000
Number of common stock shares issued for service, grant date fair value	$ 80,000

Litigation (Details Narrative)

Litigation (Details Narrative) - USD ($)	Dec. 12, 2017	Jun. 09, 2017	Dec. 27, 2016	Nov. 17, 2016	Jan. 31, 2018	Jun. 30, 2018	Dec. 31, 2017
Bible Harris Smith Lawsuit [Member]
Loss Contingencies [Line Items]
Loss contingency amount advanced or reimbursed				$ 2,400,000
Amount of damages awarded				$ 3,000,000
RSM Lawsuit [Member]
Loss Contingencies [Line Items]
Loss contingency amount of remaining obligation		$ 10,000,000
Executive Officer [Member]
Loss Contingencies [Line Items]
Travel expense reimbursements and advances without receipt			$ 294,255
Expense reimbursements, description			The Company seeks to recover from Culpepper the entire $294,255 in expense reimbursements
Pay disgorgement amount	$ 140,115
Prejudgment interest amount	12,261
Aggregate value of legal settlements	$ 152,376
Company received the payment					$ 152,376
Damages sought to be receivable						$ 2,240,000
Litigation cost						227,750
Reserve for litigation						$ 2,051,083	$ 2,051,083
Executive Officer [Member] | RSM Lawsuit [Member]
Loss Contingencies [Line Items]
Loss contingency amount advanced or reimbursed		2,400,000
Executive Officer One [Member] | RSM Lawsuit [Member]
Loss Contingencies [Line Items]
Loss contingency amount advanced or reimbursed		$ 294,255

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	6 Months Ended
	Jun. 30, 2018USD ($)
PRH Note with Third Party [Member]
Principal amount	$ 100,000
PRH Note [Member]
Principal amount	200,000
Convertible Notes Payable [Member]
Proceeds from related party notes	$ 300,000