Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 21, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | TimefireVR Inc. | |
Entity Central Index Key | 748,268 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 47,269,804 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | |
Current Assets: | |||
Cash | $ 10,163 | $ 225,379 | |
Escrow fund | 8,309 | 79,855 | |
Accounts receivable | 341 | ||
Deposit on contract | 75,000 | ||
Prepaid expenses and other current assets | 183,750 | 119,545 | |
Total current assets | 202,563 | 499,779 | |
Other Assets: | |||
Property and equipment, net | 32,431 | 38,735 | |
Deposit | 41,876 | 44,876 | |
Total Assets | 276,870 | 583,390 | |
Current Liabilities: | |||
Accounts payable and accrued expenses | 289,354 | 34,450 | |
Convertible notes payable, net of discount | 638,695 | ||
Convertible note payable - related party, net of idscount | 98,261 | ||
Accrued interest | 119,603 | ||
Total current liabilities | 1,145,913 | 34,450 | |
Long Term Liabilities: | |||
Derivative liabilities | 377,014 | 4,392,075 | |
Total long term liabilities | 377,014 | 4,392,075 | |
Total liabilities | 1,522,927 | 4,426,525 | |
Commitments and Contingencies | |||
Mezzanine Equity | |||
Preferred Series A stock, par value $.01 per share, 134,000 shares authorized; 133,334 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively. Stated at redemption value. | 1,500,004 | 1,500,004 | |
Shareholders' Equity/(Deficit): | |||
Preferred Stock, par value $.01, 10,000,000 shares authorized all series | [1] | 154 | 210 |
Common stock, par value $.001 per share, 500,000,000 shares authorized; 47,269,804 and 44,520,065 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 47,270 | 44,520 | |
Additional paid-in capital | (811,652) | (1,518,484) | |
Accumulated deficit | (1,981,833) | (3,869,385) | |
Total shareholders' equity/(deficit) | (2,746,061) | (5,343,139) | |
Total Liabilities and Shareholders' Equity/(Deficit) | $ 276,870 | $ 583,390 | |
[1] | Preferred Series A-1 stock, par value $.01 per share, 21,000 shares authorized; 14,923 and 20,371 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively; Preferred Series B stock, par value $.01 per share, 300,000 shares authorized; no shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively; Preferred Series C stock, par value $.01 per share, 502 and 615 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 15,425 | 20,986 |
Preferred stock, shares outstanding | 15,425 | 20,986 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 47,269,804 | 44,520,065 |
Common stock, shares outstanding | 47,269,804 | 44,520,065 |
Mezzanine Equity Preferred Series A stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 134,000 | 134,000 |
Preferred stock, shares issued | 133,334 | 133,334 |
Preferred stock, shares outstanding | 133,334 | 133,334 |
Preferred Series A-1 stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 21,000 | 21,000 |
Preferred stock, shares issued | 14,923 | 20,371 |
Preferred stock, shares outstanding | 14,923 | 20,371 |
Preferred Series B stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 300,000 | 300,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Preferred Series C stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 502 | 615 |
Preferred stock, shares outstanding | 502 | 615 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 488 | $ 488 | $ 203,640 | |
Cost of sales | 146 | 146 | ||
Gross profit | 342 | 342 | 203,640 | |
Operating expenses: | ||||
Research and development | 344,001 | 149,778 | 792,892 | 338,732 |
Occupancy | 20,135 | 8,470 | 43,342 | 17,481 |
Depreciation and amortization | 3,151 | 3,097 | 6,303 | 5,995 |
Officer compensation | 108,864 | 462,915 | ||
Professional fees | 341,912 | 3,500 | 644,366 | 4,828 |
Other operating expenses | 6,047 | 1,783 | 33,841 | 6,768 |
Total operating expenses | 824,110 | 166,628 | 1,983,659 | 373,804 |
Loss from operations | (823,768) | (166,628) | (1,983,317) | (170,164) |
Other income (expense): | ||||
Change in fair value of derivative | 1,391,883 | 4,015,061 | ||
Interest income | 2 | |||
Interest expense | (109,255) | (4,201) | (144,194) | (6,113) |
Total other income (expense) | 1,282,628 | (4,201) | 3,870,869 | (6,113) |
Income/(loss) before income taxes | 458,860 | (170,829) | 1,887,552 | (176,277) |
Income tax expense | ||||
Net income/(loss) | $ 458,860 | $ (170,829) | $ 1,887,552 | $ (176,277) |
Basic net income/(loss) per common share | $ 0.01 | $ 0 | $ 0.04 | $ 0 |
Diluted net income/(loss) per common share | $ 0.01 | $ 0 | $ 0.03 | $ 0 |
Basic weighted average common shares outstanding | 46,245,375 | 41,400,000 | 45,558,859 | 41,400,000 |
Diluted weighted average common shares outstanding | 69,461,003 | 41,400,000 | 68,774,487 | 41,400,000 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating Activites: | ||
Net income/(loss) | $ 1,887,552 | $ (176,277) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,303 | 5,995 |
Common stock issued for services | 242,500 | |
Options issued for services | 338,334 | |
Change in derivative liability | (4,015,061) | |
Restricted stock units issued for services | 128,693 | |
Interest expense from amortization of debt discount | 24,456 | |
Unearned revenue - related party | (156,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (341) | |
Prepaid expenses and other current assets | (64,205) | 1,000 |
Deferred contracted software development costs - related party | 55,938 | |
Escrow fund | 71,546 | |
Deposits | 78,000 | (3,000) |
Accrued interest | 119,603 | 5,439 |
Accounts payable and accrued expenses | 254,904 | 8,022 |
Net Cash Used in Operating Activities | (927,716) | (258,883) |
Investing Activities: | ||
Purchases of property and equipment | (8,736) | |
Net Cash Used in Investing Activities | (8,736) | |
Financing Activities: | ||
Capital contributions | 325,000 | |
Net proceeds from convertible notes payable | 617,500 | |
Net proceeds from convertible notes payable - related party | 95,000 | |
Net Cash Provided by Financing Activities | 712,500 | 325,000 |
Net Increase in Cash | (215,216) | 57,381 |
Cash - Beginning of Period | 225,379 | 3,165 |
Cash - End of Period | 10,163 | 60,546 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of Series C Preferred stock to common stock | 1,130 | |
Conversion of Series A-1 Preferred stock to common stock | 545 | |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 135 | 674 |
Income taxes paid in cash |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Cash Flows [Abstract] | ||
Conversion of Series A-1 Preferred stock to common stock | $ 545 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Use of Estimates | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Use of Estimates | 1. Summary of Significant Accounting Policies and Use of Estimates Basis of Presentation and Organization and Reorganization TimefireVR Inc. (“Timefire” or the “Company”), formerly EnergyTek Corp., is a Nevada corporation. Effective September 13, 2016, TimefireVR Inc. entered into an Agreement and Plan of Merger ("Merger Agreement") through which it acquired Timefire, LLC, a Phoenix-based virtual reality content developer that is an Arizona Limited Liability Company. As consideration for the merger, the Company issued the equity holders of Timefire, LLC a total of 41,400,000 shares of its common stock, and 2,800,000 five year warrants exercisable at $0.58 per share for 100% of the membership interests of Timefire, LLC. As a result, the former members of Timefire, LLC owned approximately 99% of the then outstanding shares of common stock. For accounting purposes, the transaction has been recorded as a reverse recapitalization, with Timefire, LLC as the accounting acquirer. Consequently, the historical pre-merger financial statements of Timefire, LLC are now those of the Company. The 41,400,000 shares of common stock issued in the transaction are shown as outstanding for all periods presented in the same manner as a stock split. The accompanying consolidated financial statements reflect the consolidated operations of the Company from September 13, 2016. On November 14, 2016, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to change the Company's name to TimefireVR Inc. and implement a reverse stock split of its common stock at a ratio of one-for-10. The resulting par value difference was charged to additional paid in capital. The name change and reverse stock split each became effective November 21, 2016. Unaudited Interim Financial Statements The interim condensed consolidated financial statements of the Company as of June 30, 2017 and 2016, and for the periods then ended, are prepared in accordance with the instructions to Form 10-Q. Accordingly, the accompanying condensed consolidated financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2017 and the results of its operations and its cash flows for the periods ended June 30, 2017 and 2016. These results are not necessarily indicative of the results expected for the year ended December 31, 2017. The financial statements should be read in conjunction with the latest annual financial statements filed with the Securities and Exchange Commission on Form 10-K. The balance sheet as of December 31, 2016 has been derived from the audited financial statements included in that filing. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated. Equity investments through which we exercise significant influence over but do not control the investee and are not the primary beneficiary of the investee's activities are accounted for using the equity method where applicable. Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates 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 revenue and expenses during the reporting period. Actual results could materially differ from those estimates. Significant estimates of the Company include accounting for depreciation and amortization, derivative liability, accruals and contingencies, the fair value of Company common stock and the estimated fair value of warrants. Revenue Recognition The Company uses Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 605 for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the sales price is fixed or determinable, and (iii) collectability is reasonably assured. Cash and Cash Equivalents The Company considers all highly liquid instruments, with original maturity of three months or less when purchased, to be cash equivalents. Escrow Fund Pursuant to the Series A Preferred Stock Securities Purchase Agreement ("SPA") (see Note 7), the Company was required to hold an initial amount of $215,000 in cash in escrow. The cash is restricted to be used for certain expenses as defined in the SPA. In addition, for the 24 months following the closing of the SPA, the Company is required to deposit 15% of the gross proceeds of any offering of securities with the Company or any cash exercise of any common stock equivalents, including cash proceeds from the exercise of any warrants issued to investors involved with the SPA. On March 3, 2017, the Company received financing via notes payable (see Note 4). Per the terms of those notes, the Company was required to put $100,000 of the proceeds into the escrow account. As of June 30, 2017, $306,691 has been disbursed from the escrow account, leaving a remaining balance of $8,309. Property and Equipment Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method, over the estimated useful lives of the assets. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. Gains and losses on the disposition of property and equipment are recorded in the period incurred. The estimated useful lives of property and equipment are: • Off Impairment of Long-Lived Assets and Amortizable Intangible Assets The Company follows ASC 360-10, "Property, Plant, and Equipment," "primary asset" Business Segments ASC 280, "Segment Reporting" "management approach" Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes Stock-Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of stock-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in the financial statements over the period during which such awards vest. Stock-based compensation arrangements include stock options and restricted stock awards. Equity instruments (“instruments”) issued to non-employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The measured fair value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in ASC 505. Net Income/(Loss) Per Share Basic earnings per share does not include dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity. Dilutive securities are not included in the weighted average number of shares when inclusion would be anti-dilutive. As of June 30, 2017 and 2016, there were total shares of 23,215,628 and 0, respectively, issuable upon conversion of preferred stock, exercise of warrants and options. Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2017. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses. Derivative Liability The Company issued common stock warrants in September 2016 in conjunction with the Merger Agreement and the Securities Purchase Agreement. Additional warrants were issued in March 2017 as part of a private placement offering (see Note 4). In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity The fair value of the warrants at June 30, 2017 and December 31, 2016 was $377,014 and $4,392,075, respectively. The difference has been recorded as a change in change in fair value of derivative. Subsequent Events In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern The Company has incurred losses since inception and requires additional funds for future operating activities. The Company’s selling activity has not reached a level of revenue sufficient to fund its operating activities. These factors create an uncertainty as to how the Company will fund its operations and maintain sufficient cash flow to operate as a going concern. The combination of these factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in response to these factors include the issuances of debt in exchange for cash such as that which is described in Note 9, Subsequent Events. The Company’s ability to meet its cash requirements in the next year is dependent upon obtaining additional financing. If this is not achieved, the Company will be unable to obtain sufficient cash flow to fund its operations and obligations, and as a result there is substantial doubt the Company will be able to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, and accordingly, do not include any adjustments relating to the recoverability and classification of recorded asset amounts; nor do they include adjustments to the amounts and classification of liabilities that might be necessary should the Company be unable to continue operations or be required to sell its assets. |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Reverse Recapitalization | 3. Reverse Recapitalization The Company accounted for the Merger Agreement with Timefire as a reverse recapitalization, with Timefire being the accounting acquirer. In its determination that Timefire was the accounting acquirer, the Company considered pertinent facts and circumstances, including the following: (i) the Timefire owners received the largest portion of the voting rights of the combined entity; (ii) the management team of the combined entity is primarily comprised of owners or management of Timefire; (iii) the Board of Directors of the combined entity is primarily comprised of owners, management or affiliates of Timefire; (iv) the continuing business of the combined entity will be the business of Timefire. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 4. Convertible Notes Payable On March 6, 2017, the Company closed on a private placement offering (the "Offering") with institutional investors and one director (the "Investors") pursuant to which the Company issued and sold the Investors Senior Convertible Notes (the “Notes”) in the aggregate principal amount of $750,000, with an original issue discount of 5%, for gross proceeds to the Company of $712,500 prior to payment of $20,000 in reimbursement of legal fees of the lead Investor. The Notes mature on September 3, 2017 (the “Maturity Date”) and bear interest at 8% per annum. On the Maturity Date, the Company must repay an amount equal to 120% of outstanding principal and accrued interest. On the Maturity Date (and subsequently, if the Holders elect to extend the Maturity Date), the Investors may elect to convert the Notes into common stock of the Company at $0.30 per share, subject to adjustment (the “Conversion Price”). In addition, the Notes were redeemable by the Company up to 90 days following issuance at an amount equal to 110% of outstanding principal and accrued interest, and thereafter at an amount equal to 120% of outstanding principal and accrued interest, subject in either case to an increase under certain circumstances. As additional consideration, the Company issued the Investors a total of 2,500,000 five-year warrants to purchase the Company’s common stock, which are exercisable on or after the Maturity Date at $0.35 per share. The original issue discount interest expense will be amortized over the life of the Notes. June 30, 2017 Convertible notes payable, net of $11,305 discount $ 638,695 Convertible note payable – related party, net of $1,739 discount 98,261 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions As discussed in Note 4, on March 6, 2017, the Company closed on an Offering that included a Company director as an investor. This investor’s note is for $100,000. On June 2, 2017, the Company entered into an agreement with an entity managed by a former director of the Company to provide services to the entity. A retainer deposit of $57,400 was received. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Employment Agreements Effective September 13, 2016, the Company entered into an employment agreement with its then Chief Executive Officer ("CEO"). The agreement was for a two year period at the rate of $150,000 per annum. The agreement could automatically be extended for additional terms of one year each unless terminated by either party. In addition to other customary benefits, the CEO was granted 500,000 restricted stock units ("RSUs") which were scheduled to vest over a two year period. Effective January 31, 2017, the Company entered into an agreement with its former Chief Executive Officer following his resignation, which terminated the employment agreement and pursuant to which he also agreed to provide certain consulting services to the Company for a period of six months, for a monthly fee of $12,500. In addition, under the agreement, 333,333 unvested restricted stock units previously granted were immediately vested. Effective September 13, 2016, the Company entered into an employment agreement with its new President. The agreement is for a two year period at the rate of $150,000 per annum. The agreement will be automatically extended for additional terms of one year each unless terminated by either party. Effective September 13, 2016, the Company entered into an employment agreement with its new Chief Strategy Officer, who has since been named our Chief Executive Officer. The agreement is for a two year period at the rate of $150,000 per annum. The agreement will be automatically extended for additional terms of one year each unless terminated by either party. Lease Agreements On September 23, 2016, the Company entered into an office lease agreement commencing October 1, 2016. This lease expires December 31, 2018. A concession of the first five months’ rent was provided. After that time, the monthly rent will be $8,121 for months 6 through 17, and $8,375 for months 18 through 27. Total rent to be paid over the course of the lease is being expensed ratably over the period of the entire lease, creating a deferred rent liability of $27,917 as of June 30, 2017. The Company has paid a security deposit of $41,876. Other Agreements On November 11, 2016, the Company entered into a six-month agreement with a firm to act as its corporate communications counsel. The monthly fee for these services is $6,500. Additionally, the Company issued 125,000 shares of common stock per this agreement for a total expense of $162,500. On January 20, 2017, the Company entered into an agreement with a firm to provide their artificial intelligence conversational voice platform for integration into the Company’s product. Per the agreement, the Company issued 50,000 shares of common stock and will make scheduled monthly payments towards a $127,500 integration fee. Additionally, the Company will pay a royalty of 25% of all fees assessed or attributable to their platform. On March 13, 2017, the Company entered into an agreement with a firm to provide corporate development and strategic advisory services. Per the terms of the agreement, the Company paid $15,000 upon execution of the contract with an additional fee of $5,000 due thirty days from execution. Additionally, upon a financing of the Company through a party introduced by the firm, the Company will pay a cash fee of 7% of proceeds and will also issue a warrant to purchase the Company’s common shares equal to 7% of the number of shares issued by the Company in a financing. On November 7, 2016, the Company entered into an agreement with a firm to provide general advisory and business development advisory services for a fee of $75,000. The Company remitted $75,000, but the contract was ultimately cancelled and the services were postponed. The amount was recorded as a deposit on contract. Later, on March 27, 2017, the Company entered into an agreement with the same firm to provide these services on an expanded scale for a fee of $150,000. Per the agreement, the firm applied our previously remitted funds and we paid the remaining $75,000 balance. In addition to the cash compensation, the firm was also compensated via a one-time equity retainer of 25,000 shares of common stock. On April 4, 2017, the Company entered into an agreement with a firm to provide management and general business consulting services. The term of the agreement is 24 months, and the firm will be compensated via the issuance of 1,000,000 shares of common stock. 125,000 shares will vest immediately and the remainder of the shares will vest in seven equal tranches of 125,000 shares every 90 days following the commencement of the agreement. |
Shareholders' Deficit and Serie
Shareholders' Deficit and Series A Preferred Stock | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Shareholders' Deficit and Series A Preferred Stock | 7. Shareholders’ Deficit and Series A Preferred Stock Common Stock There is currently only one class of common stock. Each share common stock is entitled to one vote. The authorized number of shares of common stock of the Company at June 30, 2017 and December 31, 2016 was 500,000,000 shares with a par value per share of $0.001. Authorized shares that have been issued and fully paid amounted to 47,269,804 as of June 30, 2017. On September 13, 2016, the Company entered into a Merger Agreement through which the Company acquired Timefire (See Note 1). As consideration for the merger, the Company issued the equity holders of Timefire a total of 41,400,000 shares of the Company’s common stock, and 2,800,000 five year warrants exercisable at $0.58 per share for 100% of the membership interests of Timefire. The members of Timefire may also be entitled to additional warrants contingent on certain future financings, as defined in the Merger Agreement. Preferred Stock The Company is authorized to issue 10,000,000 shares of Preferred stock with a par value of $0.01 per share, with rights, preferences and limitations as may be decided from time-to-time by the Board of Directors. Series C In 2014, the Board of Directors approved the issuance of Series C Preferred Stock ("Series C"). 900 Shares of Series C Preferred Stock were issued in exchange for 900 Shares of previously issued Series A Preferred Stock ("Prior Series A"). Each share of Series C shall be convertible at the option of the holder at any time, into 10,000 shares of common stock. Each holder of Series C shall be entitled to one vote for each share of Series C held. Holders cannot convert their Series C to the extent that after such conversion, they and their affiliates would beneficially own in excess of 9.99% of the Company’s common stock, which limitation is waivable upon 61 days’ notice to the Company. In addition, certain holders subsequently agreed to reduce their beneficial ownership limitation to 2.49%. In 2015, 10 Series C shares were converted into 100,000 shares of our common stock. In 2016, holders of 275.46 shares of Series C converted them into 2,754,600 shares of our common stock. During the six months ended June 30, 2017, holders of 113 shares of Series C converted them into 1,130,000 shares of our common stock. At June 30, 2017, there are 501.54 shares of Series C outstanding. Series A-1 Effective August 24, 2016, the Board of Directors approved the issuance of Series A-1 Preferred Stock ("Series A-1"). The Company entered into agreements with certain note holders under which the note holders agreed to convert an aggregate of $229,170 in principal and accrued interest into a total of 20,371 shares of Series A-1 Preferred Stock. Each share of Series A-1 shall be convertible at the option of the holder at any time, into 100 shares of common stock. The Series A-1 ranks senior to the common stock and junior to the Series C. Holders of Series A-1 are entitled to receive dividends and vote together with holders of the common stock on an as-converted basis. Holders cannot convert their Series A-1 to the extent that after such conversion, they and their affiliates would beneficially own in excess of 2.49% of the Company’s common stock, which limitation is waivable upon 61 days’ notice to the Company. During the six months ended June 30, 2017, holders of 5447.39 shares of Series A-1 converted them into 544,739 shares of common stock. At June 30, 2017, there are 14,923 shares of Series A-1 outstanding. Series A Effective September 13, 2016, the Company closed on a Securities Purchase Agreement and the Board of Directors approved the issuance of a newly designated Series A Convertible Preferred Stock ("New Series A"). Pursuant to the agreement the Company issued and sold approximately 133,334 shares of New Series A to certain investors for gross proceeds of $1,500,004 and 2,586,207 five-year warrants exercisable at $0.58 per share. The New Series A are convertible into approximately 6,666,684 shares of common stock. Holders cannot convert their New Series A to the extent that after such conversion, they and their affiliates would beneficially own in excess of 2.49% of the Company’s common stock, which limitation is waivable upon 61 days’ notice to the Company. In addition, the investors were issued a total of 2,586,207 five-year warrants exercisable at $0.58 per share containing a similar 2.49% ownership blocker. Each share of New Series A shall be convertible, at the option of the holder, into 50 shares of common stock, subject to certain adjustments. The New Series A ranks senior to all other classes and series of the Company's capital stock. Holders of New Series A are entitled to receive dividends and vote together with holders of the common stock on an as-converted basis. At June 30, 2017, there are 133,334 shares of New Series A outstanding. New Series A contains certain provisions that are outside the Company's control and which the Company believes cause the New Series A to be classified as mezzanine equity. Warrants The balance of warrants outstanding for purchase of the Company’s common stock as of June 30, 2017 is as follows: Common Shares Issuable Upon Exercise of Warrants Exercise Price of Warrants Date Issued Expiration Date Balance of warrants at December 31, 2016 5,386,207 Issued per Offering (1) 2,500,003 $ .35 3/3/2017 9/3/2022 Balance of warrants at June 30, 2017 7,886,210 (1) On March 3, 2017, per the terms of the Offering (see Note 4), the Company issued warrants at $.35 to purchase 2,500,003 shares of common stock. The warrants may not be exercised for six months after their effective date of March 3, 2017. The warrants have an expiration date of five years after the initial six months have passed. As of June 30, 2017, the Company has recorded $130,750 as a derivative liability for these warrants. 2016 Equity Incentive Plan Effective September 13, 2016, the Company adopted the 2016 Equity Incentive Plan (the "2016 Plan") to provide an incentive to our employees, consultants, officers and directors who are responsible for or contribute to our long range success. A total of 3,300,000 shares of our common stock have been reserved for the implementation of the 2016 Plan, either through the issuance of incentive stock options, non-qualified stock options, stock appreciation rights ("SARs"), restricted awards, or restricted stock units ("RSUs"). Whenever practical, the 2016 Plan is to be administered by a committee of not less than two members of the Board of Directors appointed by the full Board, and the 2016 Plan has a term of ten years, unless sooner terminated by the Board. As of June 30, 2017, 1,145,000 shares of common stock are available for issuance under the 2016 Plan. Effective September 13, 2016, pursuant to his employment agreement, the Company entered into a Restricted Stock Unit Agreement with its then CEO which granted the CEO 500,000 RSUs pursuant to the 2016 Plan. The RSUs were to vest in three approximately equal increments with the first tranche being fully vested on the grant date and the remaining tranches vesting on the first-year and second-year anniversaries of the grant date. The fair value of the award was calculated based on the price of the common stock on the grant date and is being charged to operations over the vesting period. Effective January 31, 2017, this employment agreement was terminated and the RSUs became fully vested. The Company recorded $128,693 to expense in connection with the acceleration of the vesting of the remaining amount of this grant during the six months ended June 30, 2017. On January 20, 2017, the Company granted options to purchase 1,655,000 shares of its common stock at $.50 to employees including a total of 800,000 options to its Chief Executive Officer and Chief Financial Officer per the 2016 Equity Incentive Plan. The shares will vest based on months of service as of the grant date. Employees that had worked for twelve months or more as of the grant date had one-third of their options vested as of grant date. All other employees received pro-rata vesting for the portion of a year that they had worked. The remaining options will equally vest on the 1 st nd |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements Our financial instruments consist of cash, accounts payable, accrued liabilities, and warrant liability. We do not believe that we are exposed to significant interest, currency, or credit risks arising from these financial instruments. The fair values of the warrants approximates their carrying values using Level 3 inputs. Gains and losses recognized on changes in fair value of the warrants are reported in other income (expense). Our warrant valuation was measured at fair value by applying the Black-Scholes option valuation model, which utilizes Level 3 inputs. The assumptions used in the Black-Scholes option re-valuation for the September 2016 warrants at June 30, 2017 are as follows: dividend yield – 0%; risk-free interest rate - 1.89%; expected life – 4.25 years; volatility 173.552%. The assumptions used for the March 2017 warrants at June 30, 2017 are as follows: dividend yield – 0%; risk-free interest rate - 1.89%; expected life – 5.25 years; volatility 182.574%. The following summarizes the Company's financial liabilities that are measured at fair value on a recurring basis at June 30, 2017. Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ — $ — $ 377,014 $ 377,014 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events On July 5, 2017, the Company laid off all non-officer personnel due to lack of available funds. Within a week, the Company was able to bring back four full-time staff members as well as two part-time workers as contractors. Due to the significant reduction in personnel, our ability to continue with product development has been slowed. During the months of July and August 2017, the Company received two advances totaling $80,000 from a related party. These are not evidenced by a promissory note at this time. Until otherwise determined, this is considered a short-term demand obligation. On August 21, 2017, the Company closed on an offering of convertible notes and warrants on terms substantially identical to the March 6, 2017 financing (see Note 4). The purchasers are the same investors as in the March financing except for one person who is a former director that did not participate in this financing. The Company will receive $60,000 in net proceeds from the issuance of $63,158 of convertible notes. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies and Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Organization and Reorganization | Basis of Presentation and Organization and Reorganization TimefireVR Inc. (“Timefire” or the “Company”), formerly EnergyTek Corp., is a Nevada corporation. Effective September 13, 2016, TimefireVR Inc. entered into an Agreement and Plan of Merger ("Merger Agreement") through which it acquired Timefire, LLC, a Phoenix-based virtual reality content developer that is an Arizona Limited Liability Company. As consideration for the merger, the Company issued the equity holders of Timefire, LLC a total of 41,400,000 shares of its common stock, and 2,800,000 five year warrants exercisable at $0.58 per share for 100% of the membership interests of Timefire, LLC. As a result, the former members of Timefire, LLC owned approximately 99% of the then outstanding shares of common stock. For accounting purposes, the transaction has been recorded as a reverse recapitalization, with Timefire, LLC as the accounting acquirer. Consequently, the historical pre-merger financial statements of Timefire, LLC are now those of the Company. The 41,400,000 shares of common stock issued in the transaction are shown as outstanding for all periods presented in the same manner as a stock split. The accompanying consolidated financial statements reflect the consolidated operations of the Company from September 13, 2016. On November 14, 2016, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to change the Company's name to TimefireVR Inc. and implement a reverse stock split of its common stock at a ratio of one-for-10. The resulting par value difference was charged to additional paid in capital. The name change and reverse stock split each became effective November 21, 2016. |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The interim condensed consolidated financial statements of the Company as of June 30, 2017 and 2016, and for the periods then ended, are prepared in accordance with the instructions to Form 10-Q. Accordingly, the accompanying condensed consolidated financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2017 and the results of its operations and its cash flows for the periods ended June 30, 2017 and 2016. These results are not necessarily indicative of the results expected for the year ended December 31, 2017. The financial statements should be read in conjunction with the latest annual financial statements filed with the Securities and Exchange Commission on Form 10-K. The balance sheet as of December 31, 2016 has been derived from the audited financial statements included in that filing. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated. Equity investments through which we exercise significant influence over but do not control the investee and are not the primary beneficiary of the investee's activities are accounted for using the equity method where applicable. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates 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 revenue and expenses during the reporting period. Actual results could materially differ from those estimates. Significant estimates of the Company include accounting for depreciation and amortization, derivative liability, accruals and contingencies, the fair value of Company common stock and the estimated fair value of warrants. |
Revenue Recognition | Revenue Recognition The Company uses Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 605 for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the sales price is fixed or determinable, and (iii) collectability is reasonably assured. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments, with original maturity of three months or less when purchased, to be cash equivalents. |
Escrow Fund | Escrow Fund Pursuant to the Series A Preferred Stock Securities Purchase Agreement ("SPA") (see Note 7), the Company was required to hold an initial amount of $215,000 in cash in escrow. The cash is restricted to be used for certain expenses as defined in the SPA. In addition, for the 24 months following the closing of the SPA, the Company is required to deposit 15% of the gross proceeds of any offering of securities with the Company or any cash exercise of any common stock equivalents, including cash proceeds from the exercise of any warrants issued to investors involved with the SPA. On March 3, 2017, the Company received financing via notes payable (see Note 4). Per the terms of those notes, the Company was required to put $100,000 of the proceeds into the escrow account. As of June 30, 2017, $306,691 has been disbursed from the escrow account, leaving a remaining balance of $8,309. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method, over the estimated useful lives of the assets. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. Gains and losses on the disposition of property and equipment are recorded in the period incurred. The estimated useful lives of property and equipment are: • Off |
Impairment of Long-Lived Assets and Amortizable Intangible Assets | Impairment of Long-Lived Assets and Amortizable Intangible Assets The Company follows ASC 360-10, "Property, Plant, and Equipment," "primary asset" |
Business Segments | Business Segments ASC 280, "Segment Reporting" "management approach" |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes |
Stock-Based Compensation | Stock-Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of stock-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in the financial statements over the period during which such awards vest. Stock-based compensation arrangements include stock options and restricted stock awards. Equity instruments (“instruments”) issued to non-employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The measured fair value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in ASC 505. |
Net Income/(Loss) per Share | Net Income/(Loss) Per Share Basic earnings per share does not include dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity. Dilutive securities are not included in the weighted average number of shares when inclusion would be anti-dilutive. As of June 30, 2017 and 2016, there were total shares of 23,215,628 and 0, respectively, issuable upon conversion of preferred stock, exercise of warrants and options. |
Fair Value Measurements | Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2017. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses. |
Derivative Liability | Derivative Liability The Company issued common stock warrants in September 2016 in conjunction with the Merger Agreement and the Securities Purchase Agreement. Additional warrants were issued in March 2017 as part of a private placement offering (see Note 4). In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity The fair value of the warrants at June 30, 2017 and December 31, 2016 was $377,014 and $4,392,075, respectively. The difference has been recorded as a change in change in fair value of derivative. |
Subsequent Events | Subsequent Events In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible notes payable information | June 30, 2017 Convertible notes payable, net of $11,305 discount $ 638,695 Convertible note payable – related party, net of $1,739 discount 98,261 |
Shareholders' Deficit and Ser18
Shareholders' Deficit and Series A Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Balance of warrants outstanding for purchase of Company's common stock | Common Shares Issuable Upon Exercise of Warrants Exercise Price of Warrants Date Issued Expiration Date Balance of warrants at December 31, 2016 5,386,207 Issued per Offering (1) 2,500,003 $ .35 3/3/2017 9/3/2022 Balance of warrants at June 30, 2017 7,886,210 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial liabilities measure at fair value on a recurring basis | Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ — $ — $ 377,014 $ 377,014 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies and Use of Estimates (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 10 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | |
Escrow account disbursed | $ 306,691 | ||||
Escrow balance | $ 8,309 | 8,309 | $ 79,855 | ||
Useful life of office furniture and equipment | 5 years | ||||
Antidilutive securities excluded from calculation of earnings per share | 23,215,628 | ||||
Fair value of warrants | $ 377,014 | $ 377,014 | $ 4,392,075 | ||
Merger Agreement | |||||
Company common stock issued to equity holders of Timefire, shares | 41,400,000 | ||||
Warrants issued to equity holders of Timefire, shares | 2,800,000 | ||||
Warrants issued to equity holders of Timefire, exercise price | $ 0.058 | ||||
Membership interest of Timefire acquired | 100.00% | ||||
Company voting interest owned by former Timeshare members | 99.00% | ||||
Initial amount of cash held in escrow pursuant to SPA | $ 215,000 |
Convertible Notes Payable - Con
Convertible Notes Payable - Convertible notes payable information (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Convertible notes payable, net of $11,305 discount | $ 638,695 | |
Convertible note payable - related party, net of $1,739 discount | $ 98,261 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - Investors Senior Convertible Notes | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Investor Senior Convertible Notes, aggregate principal amount | $ 750,000 |
Original issue discount percentage | 5.00% |
Gross proceeds received by Company | $ 712,500 |
Reimbursement of legal fees | $ 20,000 |
Maturity date | Sep. 3, 2017 |
Interest per annum | 8.00% |
Conversion price per share | $ / shares | $ 0.30 |
Warrants issued as additional compensation | shares | 2,500,000 |
Warrant term | 5 years |
Exercise price of warrants issued | $ / shares | $ .35 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 02, 2017 | Mar. 06, 2017 |
Related Party Transactions [Abstract] | ||
Investors' note amount | $ 100,000 | |
Retainer deposit received for services to entity managed by former director | $ 57,400 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Apr. 04, 2017 | Mar. 27, 2017 | Mar. 13, 2017 | Jan. 20, 2017 | Nov. 07, 2016 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jan. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 |
Annual compensation | $ 108,864 | $ 462,915 | ||||||||||
Monthly rent for months 6 through 17 | 8,121 | |||||||||||
Monthly rent for months 18 through 27 | 8,375 | |||||||||||
Deferred rent liability | 27,917 | 27,917 | $ 27,917 | |||||||||
Security deposit paid | $ 41,876 | 41,876 | 41,876 | |||||||||
Monthly service fee to firm for corporate communications counsel | $ 6,500 | |||||||||||
Shares of common stock issued per agreement with firm | 1,000,000 | 50,000 | 125,000 | |||||||||
Total expense for agreement with firm | $ 162,500 | |||||||||||
Integration fee paid to firm | $ 127,500 | |||||||||||
Fee paid to firm for advisory services upon execution of contract | $ 75,000 | $ 15,000 | $ 75,000 | |||||||||
Additional fee due to firm | $ 5,000 | |||||||||||
Common stock to be issued to firm | 25,000 | |||||||||||
Former CEO | ||||||||||||
Annual compensation | $ 150,000 | |||||||||||
Grants of restricted stock to CEO | 500,000 | |||||||||||
Monthly consulting fee | $ 12,500 | |||||||||||
Restricted stock units vested | 333,333 | |||||||||||
President | ||||||||||||
Annual compensation | 150,000 | |||||||||||
Chief Strategy Officer | ||||||||||||
Annual compensation | $ 150,000 |
Shareholders' Deficit and Ser25
Shareholders' Deficit and Series A Preferred Stock - Balance of warrants outstanding for purchase of Company's common stock (Details) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Balance of warrants | |
Common shares issuable upon exercise of warrants, beginning | 5,386,207 |
Common shares issuable upon exercise of warrants, ending | 7,886,210 |
Issued per Offering | |
Warrants issued | 2,500,003 |
Exercise price of warrants | $ / shares | $ .35 |
Date issued | Mar. 3, 2017 |
Expiration date | Sep. 3, 2022 |
Shareholders' Deficit and Ser26
Shareholders' Deficit and Series A Preferred Stock (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Common Stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 47,269,804 | 44,520,065 |
Common stock, shares outstanding | 47,269,804 | 44,520,065 |
Preferred Stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Principal and accrued interest on note converted to Series A-1 Preferred Stock, amount | $ 229,170 | |
Warrants | ||
Derivative liability recorded for warrants | $ 580,700 | |
2016 Equity Incentive Plan | ||
Common stock reserved for implementation of 2016 Equity Incentive Plan, shares | 3,300,000 | |
Common stock available for issuance under 2016 Plan, shares | 1,145,000 | |
Restricted Stock Units granted to CEO | 500,000 | |
Expense recorded on grant of restricted stock units to CEO | $ 128,693 | |
Options to purchase comon stock granted to employees, shares | 1,655,000 | |
Options to purchase comon stock granted to employees, price per share | $ 0.50 | |
Expense related to grants of options to employees | $ 338,334 | |
Merger Agreement | ||
Warrants | ||
Warrants issued, shares | 2,800,000 | |
Warrants issued, exercise price | $ .58 | |
Securities Purchase Warrant | ||
Preferred Stock | ||
New Series A Preferred Stock issued and sold, shares | 133,334 | |
New Series A Preferred Stock issued and sold, gross proceeds | $ 1,500,004 | |
Common stock that New Series A Preferred Stock issued and sold are convertible to, shares | 66,666,844 | |
Warrants | ||
Warrants issued, shares | 2,586,207 | |
Warrants issued, exercise price | $ .58 | |
Offering | ||
Warrants | ||
Warrants issued, shares | 2,500,003 | |
Warrants issued, exercise price | $ .35 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial liabilities measure at fair value on a recurring basis (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Liabilities | ||
Derivative liabilities | $ 377,014 | $ 4,392,075 |
Level 1 | ||
Liabilities | ||
Derivative liabilities | ||
Level 2 | ||
Liabilities | ||
Derivative liabilities | ||
Level 3 | ||
Liabilities | ||
Derivative liabilities | $ 377,014 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | 6 Months Ended |
Jun. 30, 2017 | |
September 2016 warrants re-valuation | |
Assumptions used to determine fair value of warrants, dividend yield | 0.00% |
Assumptions used to determine fair value of warrants, risk-free interest rate | 1.89% |
Assumptions used to determine fair value of warrants, expected life | 4 years 3 months |
Assumptions used to determine fair value of warrants, volatility | 173.552% |
March 2017 warrants valuation | |
Assumptions used to determine fair value of warrants, dividend yield | 0.00% |
Assumptions used to determine fair value of warrants, risk-free interest rate | 1.89% |
Assumptions used to determine fair value of warrants, expected life | 5 years 3 months |
Assumptions used to determine fair value of warrants, volatility | 182.574% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 2 Months Ended |
Aug. 21, 2017USD ($) | |
Subsequent Events [Abstract] | |
Advances received from related party, considered short-term demand obligation | $ 80,000 |
Net proceeds to be received for issuance of convertible notes | 60,000 |
Convertible notes issuance amount | $ 63,158 |