Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 28, 2019 | Jun. 29, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | PROVECTUS BIOPHARMACEUTICALS, INC. | ||
Entity Central Index Key | 315,545 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 26,046,375 | ||
Entity Common Stock, Shares Outstanding | 384,714,528 | ||
Trading Symbol | PVCT | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 50,986 | $ 105,504 |
Short-term receivables - legal fees, settlement and other, net | 595,326 | 452,376 |
Prepaid expenses | 370,209 | 400,416 |
Total Current Assets | 1,016,521 | 958,296 |
Equipment and furnishings, less accumulated depreciation of $50,538 and $36,445, respectively | 72,476 | 86,569 |
Patents, net of accumulated amortization of $10,816,218 and $10,145,098, respectively | 899,227 | 1,570,347 |
Long-term receivable - reimbursable legal fees, net of reserve | 455,500 | |
Long-term receivable - settlement, net of discount and reserve | 365,685 | |
Total Assets | 1,988,224 | 3,436,397 |
Current Liabilities: | ||
Accounts payable - trade | 3,312,049 | 3,270,505 |
Other accrued expenses | 790,358 | 327,143 |
Total Current Liabilities | 4,102,407 | 3,597,648 |
Accrued interest | 659,379 | 172,925 |
Accrued interest - related parties | 711,927 | 228,667 |
Convertible notes payable | 7,062,000 | 4,456,000 |
Convertible notes payable - related parties | 6,870,000 | 5,000,000 |
Total Liabilities | 19,405,713 | 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 December 31, 2018 and December 31, 2017; aggregate liquidation preference of $3,500 at December 31, 2018 and December 31, 2017 | ||
Common stock; par value $0.001 per share; 1,000,000,000 shares authorized; 384,614,528 and 370,961,451 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 384,615 | 370,962 |
Additional paid-in capital | 209,092,187 | 208,351,431 |
Accumulated deficit | (226,894,291) | (218,741,236) |
Total Stockholders' Deficiency | (17,417,489) | (10,018,843) |
Total Liabilities and Stockholders' Deficiency | $ 1,988,224 | $ 3,436,397 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accumulated depreciation on equipment and furnishings | $ 50,538 | $ 36,445 |
Accumulated amortization on patents | $ 10,816,218 | $ 10,145,098 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
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 | 384,614,528 | 370,961,451 |
Common stock, shares outstanding | 384,614,528 | 370,961,451 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 240,000 | |
Preferred stock, shares designated | 240,000 | 240,000 |
Preferred stock, shares issued | 100 | 100 |
Preferred stock, shares outstanding | 100 | 100 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Expenses: | ||
Research and development | $ 4,747,557 | $ 8,203,926 |
General and administrative | 3,306,668 | 5,115,978 |
Total Operating Expenses | (8,054,225) | (13,319,904) |
Other Income/Expense: | ||
Gain on settlement of lawsuit | 825,000 | 172,376 |
Research and development tax credit | 26,325 | |
Investment and interest income | 19,560 | 31,304 |
Interest expense | (969,715) | (401,592) |
Net Loss | (8,153,055) | (13,517,816) |
Dividend paid-in kind to preferred shareholders | (14,107) | |
Net Loss Applicable to Common Shareholders | $ (8,153,055) | $ (13,531,923) |
Basic and Diluted Loss Per Common Share | $ (0.02) | $ (0.04) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 382,338,471 | 369,231,518 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Series B Preferred Stock [Member] | ||
Beginning Balance | $ 9 | |
Beginning Balance, shares | 100 | 8,600 |
Preferred stock conversions into common stock | $ (9) | |
Preferred stock conversions into common stock, shares | (8,500) | |
Dividend paid-in kind to preferred shareholders | ||
Dividend paid-in kind to preferred shareholders, shares | ||
Common stock issued upon exercise of warrants | ||
Common stock issued upon exercise of warrants, shares | ||
Common stock issued for debt | ||
Common stock issued for debt, shares | ||
Common stock issued for services | ||
Common stock issued for services, shares | ||
Net loss | ||
Ending Balance | ||
Ending Balance, shares | 100 | 100 |
Common Stock [Member] | ||
Beginning Balance | $ 370,962 | $ 364,773 |
Beginning Balance, shares | 370,961,451 | 364,773,297 |
Preferred stock conversions into common stock | $ 3,987 | |
Preferred stock conversions into common stock, shares | 3,986,676 | |
Dividend paid-in kind to preferred shareholders | $ 1,595 | |
Dividend paid-in kind to preferred shareholders, shares | 1,594,670 | |
Common stock issued upon exercise of warrants | $ 12,653 | $ 234 |
Common stock issued upon exercise of warrants, shares | 12,653,077 | 234,308 |
Common stock issued for debt | $ 373 | |
Common stock issued for debt, shares | 372,500 | |
Common stock issued for services | $ 1,000 | |
Common stock issued for services, shares | 1,000,000 | |
Net loss | ||
Ending Balance | $ 384,615 | $ 370,962 |
Ending Balance, shares | 384,614,528 | 370,961,451 |
Additional Paid-in Capital [Member] | ||
Beginning Balance | $ 208,351,431 | $ 208,327,822 |
Preferred stock conversions into common stock | (3,978) | |
Dividend paid-in kind to preferred shareholders | (1,595) | |
Common stock issued upon exercise of warrants | 661,756 | 12,254 |
Common stock issued for debt | 16,928 | |
Common stock issued for services | 79,000 | |
Net loss | ||
Ending Balance | 209,092,187 | 208,351,431 |
Accumulated Deficit [Member] | ||
Beginning Balance | (218,741,236) | (205,223,420) |
Preferred stock conversions into common stock | ||
Dividend paid-in kind to preferred shareholders | ||
Common stock issued upon exercise of warrants | ||
Common stock issued for debt | ||
Common stock issued for services | ||
Net loss | (8,153,055) | (13,517,816) |
Ending Balance | (226,894,291) | (218,741,236) |
Beginning Balance | (10,018,843) | 3,469,184 |
Preferred stock conversions into common stock | ||
Dividend paid-in kind to preferred shareholders | ||
Common stock issued upon exercise of warrants | $ 674,409 | 12,488 |
Common stock issued for debt | 17,301 | |
Common stock issued for debt, shares | 12,653,077 | |
Common stock issued for services | $ 80,000 | |
Net loss | (8,153,055) | (13,517,816) |
Ending Balance | $ (17,417,489) | $ (10,018,843) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (8,153,055) | $ (13,517,816) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 14,093 | 15,864 |
Amortization of patents | 671,120 | 671,120 |
Issuance of stock for services | 80,000 | |
Changes in operating assets and liabilities | ||
Settlement receivable | 528,235 | 216,826 |
Prepaid expenses | 30,207 | (39,854) |
Accounts payable - trade | 41,544 | 1,798,759 |
Other accrued expenses | 613,215 | 105,187 |
Accrued interest expense | 969,715 | 401,592 |
Net Cash Used In Operating Activities | (5,204,926) | (10,348,322) |
Cash Flows From Investing Activities: | ||
Purchase of fixed assets | (30,400) | |
Net Cash Used In Investing Activities | (30,400) | |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of convertible notes payable | 2,606,000 | 4,306,000 |
Proceeds from issuance of convertible notes payable - related parties | 1,870,000 | 5,000,000 |
Proceeds from exercise of warrants | 674,409 | 12,488 |
Net Cash Provided By Financing Activities | 5,150,408 | 9,318,488 |
Net Decrease In Cash and Cash Equivalents | (54,518) | (1,060,234) |
Cash and Cash Equivalents, Beginning of Year | 105,504 | 1,165,738 |
Cash and Cash Equivalents, End of Year | 50,986 | 105,504 |
Non-cash investing and financing activities: | ||
Conversion of preferred stock into common stock | 3,987 | |
Dividend paid-in kind to preferred shareholders | 1,595 | |
Offset of related party receivable and payable | 150,000 | 280,823 |
Common stock issued in satisfaction of trade debt | 17,301 | |
Notes payable issued in satisfaction of trade debt | $ 150,000 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization and Nature of Operations | 1. Business Organization and Nature of Operations 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. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 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 $50,986 at December 31, 2018, compared with $105,504 at December 31, 2017. The Company continues to incur significant operating losses and 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 the 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 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, although 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 December 31, 2018, the Company received aggregate Loans of $3,475,000 in connection with the 2017 Financing. See Note 13 – Subsequent Events. The primary business objective of management is to build the Company into a commercial-stage biotechnology company; however, the Company cannot assure that it will be successful in co-developing, licensing, and/or commercializing PV-10, PH-10, and/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 2019 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 | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies Principles of Consolidation Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s significant estimates and assumptions include the collectability of long-term receivables, the recoverability and useful lives of long-lived assets, stock-based compensation, liabilities and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of December 31, 2018, and 2017, the Company’s cash equivalent consists of Treasury bills. Cash Concentrations Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits of $250,000, although the Company seeks to minimize this through treasury management. The Company has never experienced any losses related to these balances although no assurance can be provided that it will not experience any losses in the future. Equipment and Furnishings, net Equipment and furnishings are stated at cost less accumulated depreciation. Depreciation of equipment is provided for using the straight-line method over the estimated useful lives of the assets. Computers, leasehold improvements and office equipment are being depreciated over five years; furniture and fixtures are being depreciated over ten years. Maintenance and repairs are charged to operations as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. Long-Lived Assets The Company reviews the carrying values of its long-lived assets for possible impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable. Any long-lived assets held for disposal are reported at the lower of their carrying amounts or fair value less cost to sell. Management has determined there to be no impairment during the years ended December 31, 2018 and 2017. Patent Costs, net Internal patent costs are expensed in the period incurred. Patents purchased are capitalized and amortized over the remaining estimated useful life of the patent. The Company’s patents were acquired as a result of the merger with Valley Pharmaceuticals, Inc. “Valley” on November 19, 2002. At the time of the merger, the majority stockholders of Provectus also owned all of the shares of Valley and therefore the assets acquired from Valley were recorded at their carry-over basis. The patents are being amortized over the remaining estimated useful lives of the patents, which range from 1 to 2 years. Annual amortization of the patents is expected to approximate $671,000 in 2019 and $228,000 in 2020. Since 2003, the Company no longer amortizes the patent cost on newly acquired patents but expenses as costs are incurred. Related Party Receivables Management estimates the reserve for uncollectibility based on existing economic conditions, the financial conditions of the current and former employees, and the amount and age of past due receivables. Receivables are considered past due if full payment is not received by the contractual due date. Past due amounts are generally written off against the reserve for uncollectibility only after all collection attempts have been exhausted. See Note 6 - Receivables. Research and Development Research and development costs are charged to expense when incurred. An allocation of payroll expenses to research and development is made based on a percentage estimate of time spent. The research and development costs include the following: payroll, consulting and contract labor, lab supplies and pharmaceutical preparations, insurance, rent and utilities, and depreciation and amortization. Income Taxes The Company accounts for income taxes under the liability method in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Taxes”. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established if it is more likely than not that all, or some portion, of deferred income tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset would increase income in the period such determination was made. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon an examination. Any recognized income tax positions would be measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement would be reflected in the period in which the change in judgment occurs. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There were no income taxes, interest or penalties incurred in 2018 or 2017. Basic and Diluted Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: December 31, 2018 2017 Warrants 136,824,138 186,873,032 Options 3,200,000 3,350,000 Convertible preferred stock 65,663 65,663 Total potentially dilutive shares 140,089,801 190,288,695 Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company determines the estimated fair value of amounts presented in these consolidated financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. These fair value estimates were based upon pertinent information available as of December 31, 2018 and 2017. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, settlement receivable, other current assets, accounts payable, convertible notes payable, and accrued expenses approximate fair values due to the short-term nature of these instruments. The carrying amounts of our credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 Inputs use directly or indirectly observable inputs. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. 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. Foreign Currency Translation The Company’s reporting currency is the United States Dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States Dollar and Australian Dollar). Australian Dollar denominated assets and liabilities are translated into the United States Dollar at the balance sheet date ($15,049 and $336,031 at December 31, 2018 and $2,245 and $125,013 at December 31, 2017, respectively), and expense accounts are translated at a weighted average exchange rate for the years then ended ($247,947 and $122,768 for the years ended December 31, 2018 and 2017, respectively). Resulting translation adjustments are made directly to other expense and included in net (loss) income. The Company recorded balance sheet translations through the Statement of Operations since they were immaterial. The Company engages in foreign currency denomination transactions with its Australian subsidiary. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is measured on the measurement date and re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Company computes the fair value of equity-classified warrants and options granted using the Black-Scholes option pricing model. Option valuation models require the input of highly subjective assumptions including the expected volatility factor of the market price of the Company’s common stock which is determined by reviewing its historical public market closing prices. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) In May 2017, the FASB issued 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 consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) 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 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. The adoption of this ASU effective January 1, 2019 did not have a material impact on the 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 had a material impact on the Company’s 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 adoption of this ASU effective January 1, 2019 is not expected to have a material impact on the consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its consolidated financial statements. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 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). As of December 31, 2018, the Company had received aggregate Loans, as defined below, of $13,932,000 in connection with the 2017 Financing. Subsequent to December 31, 2018, the Company received aggregate Loans of $3,475,000 in connection with the 2017 Financing. See Note 13 – Subsequent Events. The 2017 Financing is in the form of a secured convertible loan (the Loan) from the PRH Group or other investors in the 2017 Financing (the Investors). The Loan is 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. In addition to the customary provisions, the PRH Note contains the following provisions: (i) It is secured by a first priority security interest on the Company’s intellectual property (the IP), (ii) The Loan bears interest at the rate of 8% per annum on the outstanding principal amount of the Loan that has been funded to the Company, (iii) The Loan proceeds are held in one or more accounts (the Escrow) pending the funding of the tranches of the 2017 Financing pursuant to borrowing requests made by the Company, (iv) The PRH Notes, including interest and principal, are due and payable in full on the earlier of: (i) on such date upon which the Company defaults under the PRH Notes, (ii) upon a change of control of the Company, or (iii) dates ranging from May 18, 2020 to the 24-month anniversary of the funding of the Final Tranche. In the event there is a change of control of the Company’s board of directors (the Board) as proposed by any person or group other than the Investors, the term of the PRH Notes will be accelerated and all amounts due under the PRH Notes will be immediately due and payable, plus interest at the rate of 8% per annum, plus a penalty in the amount equal to 10 times the outstanding principal amount of the Loan that has been funded to the Company, (v) The outstanding principal amount and interest payable under the Loan would be convertible at the sole discretion of the Investors into shares of the Company’s Series D Preferred Stock, a new series of preferred stock, that the Company’s Board may designate in the future, at a price per share equal to $0.2862, and (vi) Notwithstanding (v) above, the principal amount 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 24 th As of December 31, 2018, and through the date of filing, the Series D Preferred Stock had not been designated by the Board. 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 December 31, 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. As of December 31, 2017, the Company had borrowed the entire $2,500,000 principal amount under the Wachter Note. On April 3, 2017, the Wachter Note was amended and restated in order to modify its terms to mirror the PRH Notes and to convert the Wachter Note into the 2017 Financing. The Company accounted for the amendment as a debt modification. There was no material impact as a result of applying debt modification accounting. 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 December 31, 2017, the Company had borrowed the entire $2,500,000 under this note. During the year ended December 31, 2018, the Company entered into additional PRH Notes with related parties in the aggregate principal amount of $1,870,000. As of December 31, 2018, the Company had borrowed $6,870,000 of PRH Notes from related parties which were outstanding. Convertible Notes Payable – Non-Related Parties During the year ended December 31, 2017, the Company entered into additional PRH Notes from accredited investors in the aggregate principal amount of $4,456,000, of which $150,000 was issued in satisfaction of trade debt. As of December 31, 2017, the Company had borrowed the entire $4,456,000 under these notes. During the year ended December 31, 2018, the Company entered into additional PRH Notes with accredited investors in the aggregate principal amount of $2,606,000. As of December 31, 2018, the Company had borrowed $7,062,000 under these notes. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions During the years ended December 31, 2018 and 2017, the Company paid Bruce Horowitz (Capital Strategists) consulting fees of $190,000 and $180,000 for services rendered, respectively and $75,000 for director fees in 2017. Accrued director fees for Bruce Horowitz for years ended December 31, 2018 and 2017 were $56,250 and $0, respectively. Bruce Horowitz serves as both Chief Operations Officer and a Director. See Note 4 and Note 6 for details of other related party transactions. Also, director fees during the years ended December 31, 2018 and 2017 were $333,357 and $148,333, respectively. Accrued directors’ fees during the years ended December 31, 2018 and 2017 were $407,524 and $92,917, respectively. |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Receivables | 6. Receivables The following table summarizes the receivables at December 31, 2018 and 2017: December 31, 2018 Legal Fees Settlement Total Gross receivable $ 911,000 $ 1,783,795 $ 2,694,795 Reserve for uncollectibility (455,500 ) (1,649,043 ) (2,104,543 ) Net receivable 455,500 134,752 590,252 Short-term receivable 455,500 134,752 590,252 Long-term receivable $ - $ - $ - December 31, 2017 Legal Fees Settlement Total Gross receivable $ 911,000 $ 2,214,728 $ 3,125,728 Reserve for uncollectibility (455,500 ) (1,549,043 ) (2,004,543 ) Net receivable 455,500 665,685 1,121,185 Short-term receivable - 300,000 300,000 Long-term receivable $ 455,500 $ 365,685 $ 821,185 During the quarter ended December 31, 2017, an officer of the Company offset his receivable and trade payable totaling $280,823. This offset reduced the amount of the settlement and was approved by the Company’s Board. In December 2017, former CFO, Peter Culpepper (“Culpepper”) settled an administrative proceeding with the SEC. As a result of this settlement, Culpepper was required to disgorge himself of $140,115 along with interest of $12,261 for a total payment to the Company of $152,376. The Company recorded the settlement as an account receivable at December 2017 and received payment in January 2018. There was no change to the reserve for 2018. During the quarter ended December 31, 2018, an officer of the Company offset his settlement amounts owed to the Company against accrued payroll owed to him totaling $150,000. This offset reduced the amount of the settlement and was approved by the Company’s Board. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Deficiency | 7. Stockholders’ Deficiency Authorized Capital As of December 31, 2018, the Company was authorized to issue 1,000,000,000 shares of common stock, $0.001 par value, and 25,000,000 shares of preferred stock, $0.001 par value. The holders of the Company’s common stock are entitled to one vote per share. The preferred stock is designated as follows: 240,000 shares to Series B Convertible Preferred Stock and 24,760,000 shares undesignated. Series B Convertible Preferred Stock On August 25, 2016, the Company filed the Series B Certificate of Designation with the Delaware Secretary of State. The Series B Certificate of Designation provides for the issuance of the Series B Convertible Preferred Stock, par value $0.001 per share (the Series B Preferred Stock). In the event of the Company’s liquidation, dissolution, or winding up, holders of Series B Preferred Stock will be entitled to receive the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred Stock if such shares had been converted to common stock immediately prior to such event (without giving effect for such purposes to any beneficial ownership limitation), subject to the preferential rights of holders of any class or series of the Company’s capital stock specifically ranking by its terms senior to the Series B Preferred Stock as to distributions of assets upon such event, whether voluntarily or involuntarily. The Series B Preferred Stock has no voting rights. The holders of Series B Preferred Stock will be entitled to receive cumulative dividends at the rate per share of 8% per annum of the stated value per share, until the fifth anniversary of the date of issuance of the Series B Preferred Stock. The dividends become payable, at the Company’s option in either cash, out of any funds legally available for such purpose, or in shares of common stock, (i) upon any conversion of the Series B Preferred Stock, (ii) on each such other date as the Board may determine, subject to written consent of the holders of Series B Preferred Stock holding a majority of the then issued and outstanding Series B Preferred Stock, (iii) upon the Company’s liquidation, dissolution or winding up, and (iv) upon occurrence of a fundamental transaction, which includes any merger or consolidation, sale of all or substantially all of the Company’s assets, exchange or conversion of all of the common stock by tender offer, exchange offer or reclassification; provided, however, that if Series B Preferred Stock is converted into shares of common stock at any time prior to the fifth anniversary of the date of issuance of the Series B Preferred Stock, the holder will receive a make-whole payment in an amount equal to all of the dividends that, but for the early conversion, would have otherwise accrued on the applicable shares of Series B Preferred Stock being converted for the period commencing on the conversion date and ending on the fifth anniversary of the date of issuance, less the amount of all prior dividends paid on such converted Series B Preferred Stock before the date of conversion. Make-whole payments are payable at the Company’s option in either cash, out of any funds legally available for such purpose, or in shares of common stock. With respect to any dividend payments and make-whole payments paid in shares of common stock, the number of shares of common stock to be issued to a holder of Series B Preferred Stock will be an amount equal to the quotient of (a) the amount of the dividend payable to such holder divided by (b) the conversion price then in effect. Other Common Stock Issuances During the year ended December 31, 2017, the Company issued 372,500 shares of common stock as payment of trade payables, with a grant date fair value of $17,301. During the year ended December 31, 2018, the Company issued 1,000,000 shares of common stock as payment of services, with a grant date fair value of $80,000. As the fair market of these services was not readily determinable, these services were valued based on the fair market value of stock at grant date. Preferred Stock Conversions During the year ended December 31, 2017, holders converted 8,500 shares of Series B Preferred Stock into 3,986,676 shares of common stock such that they were entitled to dividends, including a make-whole payment, of $14,107 that the Company elected to pay in shares of common stock. As a result, the Company issued 1,594,670 shares of common stock related to the Series B Preferred Stock dividends during the year ended December 31, 2017. The Company recorded aggregate dividends paid in kind of $14,107 during the year ended December 31, 2017. |
Stock Incentive Plan and Warran
Stock Incentive Plan and Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plan and Warrants | 8. Stock Incentive Plan and Warrants The Provectus Biopharmaceuticals, Inc. 2014 Equity Compensation Plan provides for the issuance of up to 20,000,000 shares of common stock pursuant to stock options for the benefit of eligible employees and directors of the Company. Options granted under the 2014 Equity Compensation Plan are either “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code or options which are not incentive stock options. The stock options are exercisable over a period determined by the Board of Directors (through its Compensation Committee), but generally no longer than 10 years after the date they are granted. As of December 31, 2018, there were 18,900,000 shares available for issuance under the 2014 Equity Compensation Plan. There were no stock options granted to employees during 2018 or 2017. The following table summarizes option activity during the year ended December 31, 2018 and 2017: Shares Weighted Average Exercise Price Outstanding and exercisable at December 31, 2017 3,350,000 $ 0.90 Granted - - Exercised - - Forfeited (150,000 ) 0.89 ` Outstanding and exercisable at December 31, 2018 3,200,000 $ 0.89 The following table summarizes information about stock options outstanding at December 31, 2018. Number Outstanding Weighted Average Remaining Contractual Number Exercisable Exercise Price at December 31, 2018 Life at December 31, 2018 $ 0.67 200,000 4.60 200,000 $ 0.75 950,000 5.11 950,000 $ 0.84 150,000 3.50 150,000 $ 0.88 150,000 5.60 150,000 $ 0.93 575,000 2.76 575,000 $ 0.99 50,000 2.50 50,000 $ 1.00 525,000 1.60 525,000 $ 1.04 400,000 1.50 400,000 $ 1.16 200,000 1.50 200,000 3,200,000 3.31 3,200,000 As of December 31, 2018, there was no intrinsic value of outstanding and exercisable options. Warrants During the year-ended December 31, 2018, holders of warrants exercised warrants to purchase 12,653,077 shares of common stock at a price of $0.053 per share. In connection with the exercises, the Company received cash proceeds of $674,409 and issued 12,653,077 shares of common stock. The following table summarizes warrant activity during the year ended December 31, 2018 and 2017: Weighted Average Warrants Exercise Price Outstanding and exercisable at January 1, 2017 189,991,541 $ 0.44 Granted - - Exercised (234,308 ) 0.05 Forfeited (2,884,201 ) 1.04 Outstanding and exercisable at December 31, 2017 186,873,032 $ 0.43 Granted - - Exercised (12,653,077 ) 0.05 Forfeited (37,395,817 ) 1.00 Outstanding and exercisable at December 31, 2018 136,824,138 $ 0.27 The following table summarizes information about warrants outstanding at December 31, 2018. Number Outstanding Weighted Average Remaining Contractual Number Exercisable Exercise Price at December 31, 2018 Life at December 31, 2018 $ 0.053 99,677,583 2.66 99,677,583 $ 0.85 28,482,344 1.48 28,482,344 $ 1.00 2,875,115 1.38 2,875,115 $ 1.25 4,474,520 0.93 4,474,520 $ 2.00 100,000 0.00 100,000 $ 2.50 280,276 0.33 280,276 $ 3.00 934,300 0.33 934,300 136,824,138 1.02 136,824,138 As of December 31, 2018, there was no intrinsic value of outstanding and exercisable warrants. Holders of the outstanding warrants are not entitled to vote and the exercise prices of such warrants are subject to customary anti-dilution provisions. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The domestic and foreign components of loss before income taxes from operations for the years ended December 31, 2018 and 2017 are as follows: For the Years Ended December 31 2018 2017 Domestic (7,954,841 ) (13,395,048 ) Foreign (198,214 ) (122,768 ) (8,153,055 ) (13,517,816 ) The income tax provision (benefit) consists of the following: Year ended December 31 2018 2017 Federal: Current $ - $ - Deferred (1,385,438 ) 13,026,739 State and local: Current - - Deferred (338,773 ) 1,724,127 (1,724,211 ) 14,750,866 Change in valuation allowance 1,724,211 (14,750,866 ) Income tax provision (benefit) $ - $ - The reconciliations between the statutory federal income tax rate and the Company’s effective tax rate is as follows: Year Ended December 31 2018 2017 Tax benefit at federal statutory rate (21.0 )% (34.0 )% State income taxes, net of federal benefit (5.1 )% (4.5 )% Permanent differences (1.7 )% (1.9 )% Effect of change in federal income tax rates on deferred taxes 0.0 % 147.4 % Change in valuation allowance 20.8 % (109.0 )% Prior year true-up 5.8 % 0.0 % Miscellaneous 1.3 % 2.0 % Effective income tax rate 0.0 % 0.0 % The components of the Company’s deferred income taxes are summarized below: December 31 2018 2017 Deferred Tax Assets: Net operating loss carryforwards $ 41,114,624 $ 40,156,864 Stock-based compensation 2,207,465 2,207,465 Research and development credit carryovers 2,791,710 2,591,539 Contribution carryovers 10,062 10,715 Accrued liabilities 490,467 - Gross deferred tax assets 46,614,328 44,966,584 Deferred Tax Liabilities: Intangible assets (235,013 ) (410,410 ) Prepaid expenses (90,881 ) - Other (29,545 ) (21,496 ) Gross deferred tax liabilities (355,439 ) (431,906 ) Valuation allowance (46,258,889 ) (44,534,678 ) Deferred tax asset, net of valuation allowance $ - $ - Change in valuation allowance $ (1,724,211 ) $ 14,750,866 Under ASC 740, Income Taxes A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets may not be realized. The Company is in the early stages of development and realization of the deferred tax assets is not considered more likely than not. As a result, the Company has recorded a full valuation allowance for the net deferred tax asset. Since inception of the Company on January 17, 2002, the Company has generated tax net operating losses of approximately $158 million. Under the Tax Cuts and Jobs Act, net operating loss incurred after December 31, 2017 may be carried forward indefinitely. The tax loss carry-forwards of the Company may be subject to limitation by Section 382 of the Internal Revenue Code with respect to the amount utilizable each year. This limitation reduces the Company’s ability to utilize net operating loss carry-forwards. The Company has determined that there are no uncertain tax positions as of December 31, 2018 or 2017 The Company files income tax returns in the U.S. federal jurisdiction and the state of Tennessee. The Company intends to permanently reinvest earnings in its foreign subsidiary. To date, the Company’s operations conducted by its Australian subsidiary consist primarily of research and development activities. As of December 31, 2018, there were no accumulated earnings and profits in the Company’s foreign subsidiary. At current tax rates, no additional Federal income taxes (net of available tax credits) would be payable if such earnings were to be repatriated. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 10. Commitments Leases The Company leases office space in Knoxville, Tennessee for a term of five years ending on June 30, 2022. Rent expense was $88,393 and $44,335 for the years ended December 31, 2018 and 2017, respectively. The Company’s lease obligations are as follows: Period Ending Amount December 31, 2019 $ 88,884 December 31, 2020 $ 90,666 December 31, 2021 $ 92,471 December 31, 2022 $ 46,687 $ 318,708 |
401(K) Profit Sharing Plan
401(K) Profit Sharing Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
401(K) Profit Sharing Plan | 11. 401(K) Profit Sharing Plan The Company maintains a retirement plan under Section 401(k) of the Internal Revenue Code, which covers all eligible employees. All employees with U.S. source income are eligible to participate in the plan immediately upon employment. There was no contribution made by the Company in 2018 or 2017. |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | 12. Litigation Agreement with Clinical Operations Vendor On October 4, 2018, the Company reached a settlement with a former clinical operations vendor whereby, the Company paid the vendor $350,000 and allowed the vendor to retain a previously paid retainer of approximately $1 million. The Company received a credit of approximately $1.7 million to be applied against amounts previously owed by the Company for services rendered by the vendor. Such credit has been included as a reduction in research and development expenses on the Company’s consolidated statements of operations. Culpepper Travel Expenses and Related Collection Efforts On December 27, 2016, the Board unanimously voted to terminate Culpepper, effective immediately, from all positions he held with the Company and each of its subsidiaries, including interim CEO and COO 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 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 took 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 Stipulated Settlement Agreement and Mutual Release in 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 December 31, 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 disputed 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 the Company and the Company’s claims against Culpepper for improper expense reimbursements and amounts Culpepper owes the Company under the Derivative Lawsuit Settlement (the Culpepper Arbitration). The Culpepper Arbitration hearing was held from May 15 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 was forthcoming. On September 12, 2018, the arbitrator issued its final award in favor of the Company. On October 4, 2018, the Company filed a petition with the Chancery Court for Davidson County, Tennessee to confirm the arbitration award. On November 7, 2018, the Company received Culpepper’s answer to the petition filed on October 4, 2018. This court entered an order confirming the arbitrator’s award on January 23, 2019. On February 20, 2019, Culpepper filed a motion to alter or amend this judgment. The parties are working to schedule a hearing for the motion. The Bible Harris Smith Lawsuit On November 17, 2016, the Company filed a lawsuit in the Circuit Court for Knox County, Tennessee (the “Tennessee Circuit Court”) 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 Tennessee Circuit Court June 21, 2018. Depositions for the BHS lawsuit were taken on August 16 and 17, 2018. The Company and BHS participated in a mediation of their dispute on October 23, 2018. Subsequent to December 31, 2018, this matter was resolved pursuant to a settlement between the parties, the terms of which are confidential, and proceeds from the settlement were received. The RSM Lawsuit On June 9, 2017, the Company filed a lawsuit in the Circuit Court for Mecklenburg County, North Carolina (the “North Carolina Circuit Court”) 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 was filed by the Company and RSM moved to dismiss the Complaint. On September 28, 2018, RSM’s motion to dismiss was granted in part for breach of fiduciary duty and denied in part for negligence, professional malpractice, negligent misrepresentation, gross negligence, intentional misrepresentation, and fraudulent concealment. The Company was not precluded from seeking consequential or punitive damages on its claims for gross negligence, intentional misrepresentation, and fraudulent concealment at this stage of the litigation. The Company also was not precluded, at this time, from seeking consequential or punitive damages on its claims for breach of contract, negligence, negligent misrepresentation, or professional malpractice to the extent those claims are premised on the outsourcing engagement between the Company and RSM or the engagement between the Company and RSM under which RSM was to review the Company’s financial statements. The North Carolina Circuit Court entered a Case Management Order and the Parties are in the process of beginning discovery in the case. The Company and RSM participated in a mediation on February 4, 2019, when the matter was resolved pursuant to a settlement between the parties, the terms of which are confidential. The proceeds from the settlement were received and recorded during the first quarter of 2019. 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. The proceeds from the settlement were received and recorded during the third quarter of 2018. Other Regulatory Matters From time to time, the Company receives subpoenas and/or requests for information from governmental agencies with respect to its business. The Company received a subpoena from the staff of the SEC related to the travel expense advancements and reimbursement received by Dees. The Company also received a subsequent subpoena from the staff of the SEC related to the travel expense advancements and reimbursements received by Culpepper. On December 12, 2017, the Company reached a settlement with the SEC in connection with these investigations. Under the terms of the SEC settlement, the Company, without admitting or denying the findings of the SEC, consented to the entry of administrative order that required the Company to cease and desist from committing or causing any violations and any future violations of Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 14a-3, and 14a-9 thereunder. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Convertible Notes Payable Subsequent to December 31, 2018, the Company entered into PRH Notes with non-related party accredited investors in the aggregate principal amount of $3,475,000 in connection with Loans received by the Company for the same amount. None of the proceeds were received from a related party. Exercise of Warrants In addition, holders of 100,000 warrants to purchase the common stock of the Company at $0.0533 per share, have exercised these warrants. The Company has received proceeds in the aggregate amount of $5,330. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s significant estimates and assumptions include the collectability of long-term receivables, the recoverability and useful lives of long-lived assets, stock-based compensation, liabilities and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of December 31, 2018, and 2017, the Company’s cash equivalent consists of Treasury bills. |
Cash Concentrations | Cash Concentrations Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits of $250,000, although the Company seeks to minimize this through treasury management. The Company has never experienced any losses related to these balances although no assurance can be provided that it will not experience any losses in the future. |
Equipment and Furnishings, Net | Equipment and Furnishings, net Equipment and furnishings are stated at cost less accumulated depreciation. Depreciation of equipment is provided for using the straight-line method over the estimated useful lives of the assets. Computers, leasehold improvements and office equipment are being depreciated over five years; furniture and fixtures are being depreciated over ten years. Maintenance and repairs are charged to operations as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. |
Long-Lived Assets | Long-Lived Assets The Company reviews the carrying values of its long-lived assets for possible impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable. Any long-lived assets held for disposal are reported at the lower of their carrying amounts or fair value less cost to sell. Management has determined there to be no impairment during the years ended December 31, 2018 and 2017. |
Patent Costs, Net | Patent Costs, net Internal patent costs are expensed in the period incurred. Patents purchased are capitalized and amortized over the remaining estimated useful life of the patent. The Company’s patents were acquired as a result of the merger with Valley Pharmaceuticals, Inc. “Valley” on November 19, 2002. At the time of the merger, the majority stockholders of Provectus also owned all of the shares of Valley and therefore the assets acquired from Valley were recorded at their carry-over basis. The patents are being amortized over the remaining estimated useful lives of the patents, which range from 1 to 2 years. Annual amortization of the patents is expected to approximate $671,000 in 2019 and $228,000 in 2020. Since 2003, the Company no longer amortizes the patent cost on newly acquired patents but expenses as costs are incurred. |
Related Party Receivables | Related Party Receivables Management estimates the reserve for uncollectibility based on existing economic conditions, the financial conditions of the current and former employees, and the amount and age of past due receivables. Receivables are considered past due if full payment is not received by the contractual due date. Past due amounts are generally written off against the reserve for uncollectibility only after all collection attempts have been exhausted. See Note 6 - Receivables. |
Research and Development | Research and Development Research and development costs are charged to expense when incurred. An allocation of payroll expenses to research and development is made based on a percentage estimate of time spent. The research and development costs include the following: payroll, consulting and contract labor, lab supplies and pharmaceutical preparations, insurance, rent and utilities, and depreciation and amortization. |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Taxes”. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established if it is more likely than not that all, or some portion, of deferred income tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset would increase income in the period such determination was made. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon an examination. Any recognized income tax positions would be measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement would be reflected in the period in which the change in judgment occurs. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There were no income taxes, interest or penalties incurred in 2018 or 2017. |
Basic and Diluted Loss Per Common Share | Basic and Diluted Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: December 31, 2018 2017 Warrants 136,824,138 186,873,032 Options 3,200,000 3,350,000 Convertible preferred stock 65,663 65,663 Total potentially dilutive shares 140,089,801 190,288,695 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company determines the estimated fair value of amounts presented in these consolidated financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. These fair value estimates were based upon pertinent information available as of December 31, 2018 and 2017. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, settlement receivable, other current assets, accounts payable, convertible notes payable, and accrued expenses approximate fair values due to the short-term nature of these instruments. The carrying amounts of our credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 Inputs use directly or indirectly observable inputs. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. 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. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is the United States Dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States Dollar and Australian Dollar). Australian Dollar denominated assets and liabilities are translated into the United States Dollar at the balance sheet date ($15,049 and $336,031 at December 31, 2018 and $2,245 and $125,013 at December 31, 2017, respectively), and expense accounts are translated at a weighted average exchange rate for the years then ended ($247,947 and $122,768 for the years ended December 31, 2018 and 2017, respectively). Resulting translation adjustments are made directly to other expense and included in net (loss) income. The Company recorded balance sheet translations through the Statement of Operations since they were immaterial. The Company engages in foreign currency denomination transactions with its Australian subsidiary. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is measured on the measurement date and re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Company computes the fair value of equity-classified warrants and options granted using the Black-Scholes option pricing model. Option valuation models require the input of highly subjective assumptions including the expected volatility factor of the market price of the Company’s common stock which is determined by reviewing its historical public market closing prices. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) In May 2017, the FASB issued 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 consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) 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 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. The adoption of this ASU effective January 1, 2019 did not have a material impact on the 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 had a material impact on the Company’s 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 adoption of this ASU effective January 1, 2019 is not expected to have a material impact on the consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: December 31, 2018 2017 Warrants 136,824,138 186,873,032 Options 3,200,000 3,350,000 Convertible preferred stock 65,663 65,663 Total potentially dilutive shares 140,089,801 190,288,695 |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Summary of Receivables | The following table summarizes the receivables at December 31, 2018 and 2017: December 31, 2018 Legal Fees Settlement Total Gross receivable $ 911,000 $ 1,783,795 $ 2,694,795 Reserve for uncollectibility (455,500 ) (1,649,043 ) (2,104,543 ) Net receivable 455,500 134,752 590,252 Short-term receivable 455,500 134,752 590,252 Long-term receivable $ - $ - $ - December 31, 2017 Legal Fees Settlement Total Gross receivable $ 911,000 $ 2,214,728 $ 3,125,728 Reserve for uncollectibility (455,500 ) (1,549,043 ) (2,004,543 ) Net receivable 455,500 665,685 1,121,185 Short-term receivable - 300,000 300,000 Long-term receivable $ 455,500 $ 365,685 $ 821,185 |
Stock Incentive Plan and Warr_2
Stock Incentive Plan and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Option Activity | The following table summarizes option activity during the year ended December 31, 2018 and 2017: Shares Weighted Average Exercise Price Outstanding and exercisable at December 31, 2017 3,350,000 $ 0.90 Granted - - Exercised - - Forfeited (150,000 ) 0.89 ` Outstanding and exercisable at December 31, 2018 3,200,000 $ 0.89 |
Summary of Stock Options Outstanding | The following table summarizes information about stock options outstanding at December 31, 2018. Number Outstanding Weighted Average Remaining Contractual Number Exercisable Exercise Price at December 31, 2018 Life at December 31, 2018 $ 0.67 200,000 4.60 200,000 $ 0.75 950,000 5.11 950,000 $ 0.84 150,000 3.50 150,000 $ 0.88 150,000 5.60 150,000 $ 0.93 575,000 2.76 575,000 $ 0.99 50,000 2.50 50,000 $ 1.00 525,000 1.60 525,000 $ 1.04 400,000 1.50 400,000 $ 1.16 200,000 1.50 200,000 3,200,000 3.31 3,200,000 |
Summary of Warrant Activity | The following table summarizes warrant activity during the year ended December 31, 2018 and 2017: Weighted Average Warrants Exercise Price Outstanding and exercisable at January 1, 2017 189,991,541 $ 0.44 Granted - - Exercised (234,308 ) 0.05 Forfeited (2,884,201 ) 1.04 Outstanding and exercisable at December 31, 2017 186,873,032 $ 0.43 Granted - - Exercised (12,653,077 ) 0.05 Forfeited (37,395,817 ) 1.00 Outstanding and exercisable at December 31, 2018 136,824,138 $ 0.27 |
Summary of Warrants Outstanding | The following table summarizes information about warrants outstanding at December 31, 2018. Number Outstanding Weighted Average Remaining Contractual Number Exercisable Exercise Price at December 31, 2018 Life at December 31, 2018 $ 0.053 99,677,583 2.66 99,677,583 $ 0.85 28,482,344 1.48 28,482,344 $ 1.00 2,875,115 1.38 2,875,115 $ 1.25 4,474,520 0.93 4,474,520 $ 2.00 100,000 0.00 100,000 $ 2.50 280,276 0.33 280,276 $ 3.00 934,300 0.33 934,300 136,824,138 1.02 136,824,138 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Loss Before Income Taxes | The domestic and foreign components of loss before income taxes from operations for the years ended December 31, 2018 and 2017 are as follows: For the Years Ended December 31 2018 2017 Domestic (7,954,841 ) (13,395,048 ) Foreign (198,214 ) (122,768 ) (8,153,055 ) (13,517,816 ) |
Summary of Income Tax Provision (Benefit) | The income tax provision (benefit) consists of the following: Year ended December 31 2018 2017 Federal: Current $ - $ - Deferred (1,385,438 ) 13,026,739 State and local: Current - - Deferred (338,773 ) 1,724,127 (1,724,211 ) 14,750,866 Change in valuation allowance 1,724,211 (14,750,866 ) Income tax provision (benefit) $ - $ - |
Schedule of Statutory Federal Income Tax Rate and Effective Tax Rate | The reconciliations between the statutory federal income tax rate and the Company’s effective tax rate is as follows: Year Ended December 31 2018 2017 Tax benefit at federal statutory rate (21.0 )% (34.0 )% State income taxes, net of federal benefit (5.1 )% (4.5 )% Permanent differences (1.7 )% (1.9 )% Effect of change in federal income tax rates on deferred taxes 0.0 % 147.4 % Change in valuation allowance 20.8 % (109.0 )% Prior year true-up 5.8 % 0.0 % Miscellaneous 1.3 % 2.0 % Effective income tax rate 0.0 % 0.0 % |
Schedule of Components of Deferred Income Taxes | The components of the Company’s deferred income taxes are summarized below: December 31 2018 2017 Deferred Tax Assets: Net operating loss carryforwards $ 41,114,624 $ 40,156,864 Stock-based compensation 2,207,465 2,207,465 Research and development credit carryovers 2,791,710 2,591,539 Contribution carryovers 10,062 10,715 Accrued liabilities 490,467 - Gross deferred tax assets 46,614,328 44,966,584 Deferred Tax Liabilities: Intangible assets (235,013 ) (410,410 ) Prepaid expenses (90,881 ) - Other (29,545 ) (21,496 ) Gross deferred tax liabilities (355,439 ) (431,906 ) Valuation allowance (46,258,889 ) (44,534,678 ) Deferred tax asset, net of valuation allowance $ - $ - Change in valuation allowance $ (1,724,211 ) $ 14,750,866 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Obligations | The Company’s lease obligations are as follows: Period Ending Amount December 31, 2019 $ 88,884 December 31, 2020 $ 90,666 December 31, 2021 $ 92,471 December 31, 2022 $ 46,687 $ 318,708 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 50,986 | $ 105,504 |
Loans received in connection with financing | $ 3,475,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Summary Of Significant Accounting Policy [Line Items] | ||
Maturity of highly liquid investments | Three months or less | |
Amount of insurance coverage | $ 250,000 | |
Impairment of long lived assets | ||
Reduced amount of deferred tax asset | $ 0 | |
Recognized income tax positions measured | 50.00% | |
Income taxes, interest or penalties incurred | $ 0 | |
Foreign currency translation adjustments | 15,049 | 2,245 |
Foreign currency translation adjustment of expense at weighted average exchange rate | 247,947 | 122,768 |
Patents [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Amortization of patents, 2019 | 671,000 | |
Amortization of patents, 2020 | $ 228,000 | |
Patents [Member] | Minimum [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Remaining lives of the patents | 1 year | |
Patents [Member] | Maximum [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Remaining lives of the patents | 2 years | |
Computer Equipment [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Estimated useful lives of the assets | 5 years | |
Leasehold Improvements [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Estimated useful lives of the assets | 5 years | |
Office Equipment [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Estimated useful lives of the assets | 5 years | |
Furniture and Fixtures [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Estimated useful lives of the assets | 10 years | |
Australian Dollar [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Foreign currency translation adjustments | $ 336,031 | $ 125,013 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common shares excluded from the calculation of loss per share | 140,089,801 | 190,288,695 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common shares excluded from the calculation of loss per share | 65,663 | 65,663 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common shares excluded from the calculation of loss per share | 136,824,138 | 186,873,032 |
Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common shares excluded from the calculation of loss per share | 3,200,000 | 3,350,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Feb. 21, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 03, 2017 | Mar. 23, 2017 |
Related Party Transaction [Line Items] | |||||
Loans received in connection with financing | $ 3,475,000 | ||||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | |||
Trade debt | $ 150,000 | ||||
Chief Technology Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest rate | 6.00% | ||||
Promissory note issuance date | Feb. 21, 2017 | ||||
Interest payments | Calculated on a 360-day basis | ||||
Borrowed under note | 2,500,000 | ||||
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 | 1,870,000 | ||||
Borrowed under note | $ 6,870,000 | ||||
Series D Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Preferred stock, par or stated value per share | $ 0.2862 | ||||
Subsequent to December 31, 2018 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loans received in connection with financing | $ 3,475,000 | ||||
Non-Related Parties [Member] | PRH Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Principal amount borrowed | 2,606,000 | 4,456,000 | |||
Borrowed under note | 7,062,000 | 4,456,000 | |||
Trade debt | $ 150,000 | ||||
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 | $ 13,932,000 | ||||
Interest rate | 8.00% | ||||
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 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Directors fees | $ 333,357 | $ 148,333 |
Accrued director fees | 407,524 | 92,917 |
Bruce Horowitz [Member] | ||
Consulting fees | 190,000 | 180,000 |
Directors fees | 75,000 | |
Accrued director fees | $ 56,250 | $ 0 |
Receivables (Details Narrative)
Receivables (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | |
Officer's offset receivable and trade payable | $ 150,000 | $ 280,823 | |
Peter Culpepper [Member] | |||
Amount required for settlement | $ 140,115 | ||
Amount required for settlement, interest | 12,261 | ||
Amount required for settlement, total | $ 152,376 |
Receivables - Summary of Receiv
Receivables - Summary of Receivables (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Gross receivable, Legal Fees | $ 911,000 | $ 911,000 |
Reserve for uncollectibility, Legal Fees | (455,500) | (455,500) |
Net receivable, Legal Fees | 455,500 | 455,500 |
Short-term receivable, Legal Fees | 455,500 | |
Long-term receivable, Legal Fees | 455,500 | |
Gross receivable, Settlement | 1,783,795 | 2,214,728 |
Reserve for uncollectibility, Settlement | (1,649,043) | (1,549,043) |
Net receivable, Settlement | 134,752 | 665,685 |
Short-term receivable, Settlement | 595,326 | 452,376 |
Long-term receivable, Settlement | 365,685 | |
Gross receivable, Total | 2,694,795 | 3,125,728 |
Reserve for uncollectibility, Total | (2,104,543) | (2,004,543) |
Net receivable, Total | 590,252 | 1,121,185 |
Short-term receivable, Total | 590,252 | 300,000 |
Long-term receivable, Total | $ 821,185 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Aug. 25, 2016 | |
Class of Stock [Line Items] | |||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock dividends paid in kind | $ 14,107 | ||
Other Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Issuance of common stock to consultants | 372,500 | ||
Issuance of common stock to consultants, value | 17,301 | ||
Number of shares issued for services, share | 1,000,000 | ||
Value of services settled in stock | $ 80,000 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Number of shares issued for services, share | 1,000,000 | ||
Conversion of preferred stock to common stock | 3,986,676 | ||
Payment of dividend in shares of common stock | $ 14,107 | ||
Series B Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 240,000 | ||
Preferred stock, par value | $ 0.001 | ||
Preferred stock, dividend percentage | 8.00% | ||
Undesignated Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 24,760,000 | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Number of shares issued for services, share | |||
Preferred stock converted into shares | 8,500 | ||
Conversion of preferred stock to common stock | (8,500) | ||
Common stock issued for preferred stock, shares | 1,594,670 |
Stock Incentive Plan and Warr_3
Stock Incentive Plan and Warrants (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of common stock issued | ||
Options, outstanding, intrinsic value | ||
Options, exercisable, intrinsic value | ||
Warrants to purchase shares of common stock | 12,653,077 | |
Warrants exercise price | $ 0.053 | |
Proceeds from warrant exercise | $ 674,409 | $ 12,488 |
Number of shares of common stock issued | 12,653,077 | |
Warrants, outstanding, intrinsic value | ||
Warrants, exercisable, intrinsic value | ||
Employees [Member] | ||
Number of common stock issued | ||
2014 Equity Compensation Plan [Member] | ||
Number of available for issuance | 18,900,000 | |
2014 Equity Compensation Plan [Member] | Maximum [Member] | ||
Number of common stock issued | 20,000,000 | |
Period of plan | 10 years |
Stock Incentive Plan and Warr_4
Stock Incentive Plan and Warrants - Summary of Option Activity (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Shares Outstanding and exercisable, beginning balance | shares | 3,350,000 |
Number of Shares, Granted | shares | |
Number of Shares, Exercised | shares | |
Number of Shares, Forfeited | shares | (150,000) |
Number of Shares Outstanding and exercisable, closing balance | shares | 3,200,000 |
Weighted Average Exercise Price Outstanding and exercisable, beginning balance | $ / shares | $ 0.90 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | 0.89 |
Weighted Average Exercise Price Outstanding and exercisable, closing balance | $ / shares | $ 0.89 |
Stock Incentive Plan and Warr_5
Stock Incentive Plan and Warrants - Summary of Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number Outstanding | 3,200,000 |
Weighted Average Remaining Contractual Life | 3 years 3 months 22 days |
Number Exercisable | 3,200,000 |
Range One [Member] | |
Exercise price | $ / shares | $ 0.67 |
Number Outstanding | 200,000 |
Weighted Average Remaining Contractual Life | 4 years 7 months 6 days |
Number Exercisable | 200,000 |
Range Two [Member] | |
Exercise price | $ / shares | $ 0.75 |
Number Outstanding | 950,000 |
Weighted Average Remaining Contractual Life | 5 years 1 month 9 days |
Number Exercisable | 950,000 |
Range Three [Member] | |
Exercise price | $ / shares | $ 0.84 |
Number Outstanding | 150,000 |
Weighted Average Remaining Contractual Life | 3 years 6 months |
Number Exercisable | 150,000 |
Range Four [Member] | |
Exercise price | $ / shares | $ 0.88 |
Number Outstanding | 150,000 |
Weighted Average Remaining Contractual Life | 5 years 7 months 6 days |
Number Exercisable | 150,000 |
Range Five [Member] | |
Exercise price | $ / shares | $ 0.93 |
Number Outstanding | 575,000 |
Weighted Average Remaining Contractual Life | 2 years 9 months 3 days |
Number Exercisable | 575,000 |
Range Six [Member] | |
Exercise price | $ / shares | $ 0.99 |
Number Outstanding | 50,000 |
Weighted Average Remaining Contractual Life | 2 years 6 months |
Number Exercisable | 50,000 |
Range Seven [Member] | |
Exercise price | $ / shares | $ 1 |
Number Outstanding | 525,000 |
Weighted Average Remaining Contractual Life | 1 year 7 months 6 days |
Number Exercisable | 525,000 |
Range Eight [Member] | |
Exercise price | $ / shares | $ 1.04 |
Number Outstanding | 400,000 |
Weighted Average Remaining Contractual Life | 1 year 6 months |
Number Exercisable | 400,000 |
Range Nine [Member] | |
Exercise price | $ / shares | $ 1.16 |
Number Outstanding | 200,000 |
Weighted Average Remaining Contractual Life | 1 year 6 months |
Number Exercisable | 200,000 |
Stock Incentive Plan and Warr_6
Stock Incentive Plan and Warrants - Summary of Warrant Activity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrants Outstanding and exercisable, beginning balance | 186,873,032 | 189,991,541 |
Warrants, Granted | ||
Warrants, Exercised | (12,653,077) | (234,308) |
Warrants, Forfeited | (37,395,817) | (2,884,201) |
Warrants Outstanding and exercisable, ending balance | 136,824,138 | 186,873,032 |
Weighted Average Exercise Price Outstanding and exercisable, beginning balance | $ 0.43 | $ 0.44 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Exercised | 0.05 | 0.05 |
Weighted Average Exercise Price, Forfeited | 1 | 1.04 |
Weighted Average Exercise Price Outstanding and exercisable, ending balance | $ 0.27 | $ 0.43 |
Stock Incentive Plan and Warr_7
Stock Incentive Plan and Warrants - Summary of Warrants Outstanding (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Weighted Average Exercise price | $ / shares | |
Number Outstanding | 3,200,000 |
Number Exercisable | 3,200,000 |
Range One [Member] | |
Number Outstanding | 200,000 |
Number Exercisable | 200,000 |
Range Two [Member] | |
Number Outstanding | 950,000 |
Number Exercisable | 950,000 |
Range Three [Member] | |
Number Outstanding | 150,000 |
Number Exercisable | 150,000 |
Range Four [Member] | |
Number Outstanding | 150,000 |
Number Exercisable | 150,000 |
Range Five [Member] | |
Number Outstanding | 575,000 |
Number Exercisable | 575,000 |
Range Six [Member] | |
Number Outstanding | 50,000 |
Number Exercisable | 50,000 |
Range Seven [Member] | |
Number Outstanding | 525,000 |
Number Exercisable | 525,000 |
Warrant [Member] | |
Number Outstanding | 136,824,138 |
Weighted Average Remaining Contractual Life | 1 year 7 days |
Number Exercisable | 136,824,138 |
Warrant [Member] | Range One [Member] | |
Weighted Average Exercise price | $ / shares | $ 0.053 |
Number Outstanding | 99,677,583 |
Weighted Average Remaining Contractual Life | 2 years 7 months 28 days |
Number Exercisable | 99,677,583 |
Warrant [Member] | Range Two [Member] | |
Weighted Average Exercise price | $ / shares | $ 0.85 |
Number Outstanding | 28,482,344 |
Weighted Average Remaining Contractual Life | 1 year 5 months 23 days |
Number Exercisable | 28,482,344 |
Warrant [Member] | Range Three [Member] | |
Weighted Average Exercise price | $ / shares | $ 1 |
Number Outstanding | 2,875,115 |
Weighted Average Remaining Contractual Life | 1 year 4 months 17 days |
Number Exercisable | 2,875,115 |
Warrant [Member] | Range Four [Member] | |
Weighted Average Exercise price | $ / shares | $ 1.25 |
Number Outstanding | 4,474,520 |
Weighted Average Remaining Contractual Life | 11 months 4 days |
Number Exercisable | 4,474,520 |
Warrant [Member] | Range Five [Member] | |
Weighted Average Exercise price | $ / shares | $ 2 |
Number Outstanding | 100,000 |
Weighted Average Remaining Contractual Life | 0 years |
Number Exercisable | 100,000 |
Warrant [Member] | Range Six [Member] | |
Weighted Average Exercise price | $ / shares | $ 2.50 |
Number Outstanding | 280,276 |
Weighted Average Remaining Contractual Life | 3 months 29 days |
Number Exercisable | 280,276 |
Warrant [Member] | Range Seven [Member] | |
Weighted Average Exercise price | $ / shares | $ 3 |
Number Outstanding | 934,300 |
Weighted Average Remaining Contractual Life | 3 months 29 days |
Number Exercisable | 934,300 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||
Deferred tax assets | $ 60,148,509 | |
Decrease in valuation allowance revalued | 44,966,584 | |
Tax net operating losses | 158,000,000 | |
Uncertain tax positions | ||
US Deferred Tax Assets [Member] | ||
Income Taxes [Line Items] | ||
Deferred tax assets valuation allowance revalued, percentage | 21.00% |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Loss Before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (7,954,841) | $ (13,395,048) |
Foreign | (198,214) | (122,768) |
Loss Before Income Taxes | $ (8,153,055) | $ (13,517,816) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal: Current | ||
Federal: Deferred | (1,385,438) | 13,026,739 |
State and local: Current | ||
State and local: Deferred | (338,773) | 1,724,127 |
Current income tax expense (benefit) | (1,724,211) | 14,750,866 |
Change in valuation allowance | 1,724,211 | (14,750,866) |
Income tax provision (benefit) |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of Statutory Federal Income Tax Rate and Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at federal statutory rate | (21.00%) | (34.00%) |
State income taxes, net of federal benefit | (5.10%) | (4.50%) |
Permanent differences | (1.70%) | (1.90%) |
Effect of change in federal income tax rates on deferred taxes | 0.00% | 147.40% |
Change in valuation allowance | 20.80% | (109.00%) |
Prior year true-up | 5.80% | 0.00% |
Miscellaneous | 1.30% | 2.00% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 41,114,624 | $ 40,156,864 |
Stock-based compensation | 2,207,465 | 2,207,465 |
Research and development credit carryovers | 2,791,710 | 2,591,539 |
Contribution carryovers | 10,062 | 10,715 |
Accrued liabilities | 490,467 | |
Gross deferred tax assets | 46,614,328 | 44,966,584 |
Intangible assets | (235,013) | (410,410) |
Prepaid expenses | (90,881) | |
Other | (29,545) | (21,496) |
Gross deferred tax liabilities | (355,439) | (431,906) |
Valuation allowance | (46,258,889) | (44,534,678) |
Deferred tax asset, net of valuation allowance | ||
Change in valuation allowance | $ (1,724,211) | $ 14,750,866 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Rent expenses | $ 88,393 | $ 44,335 |
Knoxville, Tennessee [Member] | ||
Lease agreement description | The Company leases office space in Knoxville, Tennessee for a term of five years ending on June 30, 2022. |
Commitments - Schedule of Lease
Commitments - Schedule of Lease Obligations (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
December 31, 2019 | $ 88,884 |
December 31, 2020 | 90,666 |
December 31, 2021 | 92,471 |
December 31, 2022 | 46,687 |
Total Obligation | $ 318,708 |
401(K) Profit Sharing Plan (Det
401(K) Profit Sharing Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | ||
Contributions to the 401(K) Profit Sharing Plan |
Litigation (Details Narrative)
Litigation (Details Narrative) - USD ($) | Oct. 04, 2018 | Dec. 12, 2017 | Jun. 09, 2017 | Dec. 27, 2016 | Nov. 17, 2016 | Jan. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Loss Contingencies [Line Items] | ||||||||
Reserve for litigation | $ 1,649,043 | $ 1,549,043 | ||||||
Company received the payment | $ 1,700,000 | |||||||
Damages sought to be receivable | 134,752 | 665,685 | ||||||
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 | |||||||
Vendor [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation cost | 350,000 | |||||||
Reserve for litigation | $ 1,000,000 | |||||||
Executive Officer [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation cost | 227,750 | |||||||
Reserve for litigation | 2,051,083 | $ 2,051,083 | ||||||
Company received the payment | $ 152,376 | |||||||
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 | |||||||
Damages sought to be receivable | $ 2,240,000 | |||||||
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) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Exercised price per share | $ / shares | $ 0.053 |
Accredited Investors [Member] | |
Aggregate principal amount | $ 3,475,000 |
Proceeds from related party | |
Warrant Holders [Member] | |
Warrant to purchase common stock | shares | 100,000 |
Exercised price per share | $ / shares | $ 0.0533 |
Proceeds from issuance of warrants | $ 5,330 |