Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 16, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | HealthWarehouse.com, Inc. | ||
Entity Central Index Key | 754,813 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
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 Public Float | $ 8,011,902 | ||
Entity Common Stock, Shares Outstanding | 42,649,273 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 3,828 | $ 11,217 |
Restricted cash | 243,255 | 145,088 |
Accounts receivable, net | 65,431 | 51,627 |
Inventories | 209,415 | 182,647 |
Prepaid expenses and other current assets | 85,576 | 81,718 |
Total current assets | 607,505 | 472,297 |
Property and equipment, net | 331,759 | 409,248 |
Web development costs, net | 35,901 | 84,562 |
Total assets | 975,165 | 966,107 |
Current liabilities: | ||
Accounts payable - trade | 1,841,548 | 2,189,649 |
Accounts payable - related parties | 862 | |
Accrued expenses and other current liabilities | 1,036,356 | 597,665 |
Current portion of equipment lease payable | 46,143 | |
Notes payable | 1,300,000 | 991,089 |
Note payable - related parties | 67,905 | 23,889 |
Redeemable preferred stock - Series C; par value $0.001 per share; 10,000 designated Series C: 10,000 issued and outstanding as of December 31, 2016 and December 31, 2015 (aggregate liquidation preference of $1,000,000) | 1,000,000 | 1,000,000 |
Total current liabilities | 5,245,809 | 4,849,297 |
Commitments and contingencies | ||
Stockholders' deficiency: | ||
Preferred stock - par value $0.001 per share; authorized 1,000,000 shares; issued and outstanding as of December 31, 2016 and December 31, 2015 as follows: | ||
Convertible preferred stock - Series A - 200,000 shares designated Series A; 44,443 shares available to be issued; no shares issued and outstanding | ||
Convertible preferred stock - Series B - 625,000 shares designated Series B; 517,359 and 483,512 shares issued and outstanding as of December 31, 2016 and December 31, 2015, respectively (aggregate liquidation preference of $5,231,274 and $4,889,043 as of December 31, 2016 and December 31, 2015, respectively) | 517 | 484 |
Common stock - par value $0.001 per share; authorized 100,000,000 (see Note 8), 43,761,825 and 38,844,374 shares issued and 42,582,613 and 37,665,162 shares outstanding as of December 31, 2016 and 2015, respectively | 43,762 | 38,844 |
Additional paid-in capital | 32,014,629 | 30,656,598 |
Treasury stock, at cost, 1,179,212 shares as of December 31, 2016 and 2015 | (3,419,715) | (3,419,715) |
Accumulated deficit | (32,909,837) | (31,159,401) |
Total stockholders' deficiency | (4,270,644) | (3,883,190) |
Total liabilities and stockholders' deficiency | $ 975,165 | $ 966,107 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current liabilities: | ||
Redeemable preferred stock Series C, par value | 0.001 | 0.001 |
Redeemable preferred stock Series C, shares designated | 10,000 | 10,000 |
Redeemable preferred stock Series C, shares issued | 10,000 | 10,000 |
Redeemable preferred stock Series C, shares outstanding | 10,000 | 10,000 |
Redeemable preferred stock Series C, aggregate liquidation preference | $ 1,000,000 | $ 1,000,000 |
Stockholders' deficiency: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Series A Convertible preferred stock, shares designated | 200,000 | 200,000 |
Series A Convertible preferred stock, shares available to be issued | 44,443 | 44,443 |
Series A Convertible preferred stock, shares issued | 0 | 0 |
Series A Convertible preferred stock, shares outstanding | 0 | 0 |
Series B Convertible preferred stock, shares designated | 625,000 | 625,000 |
Series B Convertible preferred stock, shares issued | 517,359 | 483,512 |
Series B Convertible preferred stock, shares outstanding | 517,359 | 483,512 |
Series B Convertible preferred stock, aggregate liquidation preference | $ 5,231,274 | $ 4,889,043 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 43,761,825 | 38,844,374 |
Common stock, shares outstanding | 42,582,613 | 37,665,162 |
Treasury stock, shares | 1,179,212 | 1,179,212 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statements Of Operations | ||
Net sales | $ 10,384,893 | $ 7,018,137 |
Cost of sales | 3,647,433 | 2,546,392 |
Gross profit | 6,737,460 | 4,471,745 |
Selling, general and administrative expenses | 8,026,636 | 4,890,280 |
Loss from operations | (1,289,176) | (418,535) |
Interest expense | 119,027 | 208,147 |
Net loss | (1,408,203) | (626,682) |
Preferred stock: | ||
Series B convertible contractual dividends | (342,233) | (319,854) |
Net loss attributable to common stockholders | $ (1,750,436) | $ (946,536) |
Per share data: | ||
Net loss - basic and diluted | $ (0.03) | $ (0.02) |
Series B convertible contractual dividends | (0.01) | (0.01) |
Net loss attributable to common stockholders - basic and diluted | $ (0.04) | $ (0.03) |
Weighted average number of common shares outstanding - basic and diluted | 39,743,032 | 37,574,278 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($) | Convertible Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Employee Advances | Treasury Stock | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 31, 2014 | $ 452 | $ 38,750 | $ 29,966,040 | $ (2,143) | $ (3,419,715) | $ (30,212,865) | $ (3,629,481) |
Beginning Balance, Shares at Dec. 31, 2014 | 451,879 | 38,749,595 | 1,179,212 | ||||
Stock-based compensation | 320,366 | 320,366 | |||||
Issuance of Series B preferred stock as payment-in-kind for dividend, Amount | $ 32 | 298,886 | 298,918 | ||||
Issuance of Series B preferred stock as payment-in-kind for dividend, Shares | 31,633 | ||||||
Contractual dividends on Series B convertible preferred stock | (319,854) | (319,854) | |||||
Warrants issued as debt discount in connection with notes payable | 69,600 | 69,600 | |||||
Issuance of common stock and warrants for cash, Amount | |||||||
Issuance of common stock and warrants for cash, Shares | |||||||
Imputed value of services contributed | |||||||
Change in fair value of collateral securing employee advances | 2,143 | 2,143 | |||||
Cashless exercise of warrants into common stock, Amount | $ 94 | (94) | |||||
Cashless exercise of warrants into common stock, Shares | 94,779 | ||||||
Debt discount related to repricing of warrants in connection with notes payable | 1,800 | 1,800 | |||||
Net loss | (626,682) | (626,682) | |||||
Ending Balance, Amount at Dec. 31, 2015 | $ 484 | $ 38,844 | 30,656,598 | $ (3,419,715) | (31,159,401) | (3,883,190) | |
Ending Balance, Shares at Dec. 31, 2015 | 483,512 | 38,844,374 | 1,179,212 | ||||
Stock-based compensation | 327,202 | 327,202 | |||||
Issuance of Series B preferred stock as payment-in-kind for dividend, Amount | $ 33 | 319,820 | 319,853 | ||||
Issuance of Series B preferred stock as payment-in-kind for dividend, Shares | 33,847 | ||||||
Contractual dividends on Series B convertible preferred stock | (342,233) | (342,233) | |||||
Warrants issued as debt discount in connection with notes payable | 15,500 | 15,500 | |||||
Change in fair value of collateral securing employee advances | |||||||
Cashless exercise of warrants into common stock, Amount | $ 1,155 | (1,155) | |||||
Cashless exercise of warrants into common stock, Shares | 1,155,179 | ||||||
Exercise of stock options into common stock, Amount | $ 17 | 1,816 | 1,833 | ||||
Exercise of stock options into common stock, Shares | 16,666 | ||||||
Cashless exercise of stock options into common stock, Amount | $ 1,492 | (1,492) | |||||
Cashless exercise of stock options into common stock, Shares | 1,492,078 | ||||||
Conversion of accounts payable into common stock, Amount | $ 2,254 | 696,340 | 698,594 | ||||
Conversion of accounts payable into common stock, Shares | 2,253,528 | ||||||
Net loss | (1,408,203) | (1,408,203) | |||||
Ending Balance, Amount at Dec. 31, 2016 | $ 517 | $ 43,762 | $ 32,014,629 | $ (3,419,715) | $ (32,909,837) | $ (4,270,644) | |
Ending Balance, Shares at Dec. 31, 2016 | 517,359 | 43,761,825 | 1,179,212 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (1,408,203) | $ (626,682) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of collateral securing employee advances | 2,143 | |
Depreciation and amortization | 149,553 | 184,320 |
Stock-based compensation | 327,202 | 320,366 |
Gain on settlement of accounts payable | (99,774) | (111,374) |
Amortization of debt discount | 15,500 | 129,767 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (13,804) | 49,259 |
Inventories | (26,768) | (38,411) |
Prepaid expenses and other current assets | (3,858) | (21,516) |
Accounts payable - trade | 527,873 | (241,915) |
Accounts payable - related parties | (862) | (83,452) |
Accrued expenses and other current liabilities | 416,311 | (110,786) |
Net cash used in operating activities | (116,830) | (548,281) |
Cash flows from investing activities | ||
Change in restricted cash | (98,167) | 50,000 |
Capital expenditures | (9,703) | (6,331) |
Website development costs | (13,700) | (17,972) |
Net cash (used in) provided by investing activities | (121,570) | 25,697 |
Cash flows from financing activities | ||
Principal payments on equipment leases payable | (46,143) | (64,101) |
Proceeds from exercise of common stock options | 1,833 | |
Proceeds from issuance of notes payable | 358,911 | 250,000 |
Repayment of notes payable | (50,000) | (108,911) |
Repayment of notes payable - related parties | (33,590) | (49,206) |
Net cash provided by financing activities | 231,011 | 27,782 |
Net decrease in cash | (7,389) | (494,802) |
Cash - beginning of period | 11,217 | 506,019 |
Cash - end of period | 3,828 | 11,217 |
Supplemental Cash Flow Information: | ||
Interest paid | 95,186 | 78,489 |
Non-cash investing and financing activities: | ||
Issuance of Series B preferred stock for settlement of accrued dividends | 319,853 | 298,918 |
Cashless exercise of warrants and stock options into common stock | 2,647 | 95 |
Warrants issued as debt discount in connection with notes payable | 15,500 | 71,400 |
Accrual of contractual dividends on Series B convertible preferred stock | 342,233 | 319,854 |
Conversion of accounts payable to notes payable - related party | 77,606 | |
Conversion of accounts payable to common stock | $ 698,594 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
1. Organization and Basis of Presentation | HealthWarehouse.com, Inc. ("HEWA" or the "Company"), a Delaware company incorporated in 1998, is an online mail order pharmacy, licensed and/or authorized to sell and deliver prescriptions in 50 states and the District of Columbia focusing on the out-of-pocket prescription drug market. The Company is Verified Internet Pharmacy Practice Site ("VIPPS") accredited by the National Association of Boards of Pharmacy ("NABP"). The Company markets a complete range of generic, brand name, and pet prescription medications as well as over-the-counter ("OTC") medications and products. |
Going Concern and Management's
Going Concern and Management's Liquidity Plans | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
2. Going Concern and Management's Liquidity Plans | The Company adopted the guidance in Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern The Company has financed its operations primarily through debt and equity financings. I The Company is subject to a 2013 Notice of Redemption related to its Series C Redeemable Preferred Stock aggregating $1,000,000, whereby, the Company must now apply all of its assets to redemption of the Series C Preferred Stock and to no other corporate purpose, except to the extent prohibited by Delaware law governing distributions to stockholders (the Company is not permitted to utilize toward the redemption those assets required to pay its debts as they come due and those assets required to continue as a going concern). The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, attempt to extend note repayments, attempt to negotiate the preferred stock redemption and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operations, and /or seek reorganization under the U.S. bankruptcy code. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
3. Summary of Significant Accounting Policies | Principles of Consolidation The consolidated financial statements include the accounts of HealthWarehouse.com, Inc., Hwareh.com, Inc., Hocks.com, Inc., ION Holding NV, ION Belgium NV, its wholly-owned subsidiaries. ION Holding NV and ION Belgium NV are inactive subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's significant estimates include reserves related to accounts receivable and inventory, the recoverability and useful lives of long-lived assets and website development costs, the valuation allowance related to deferred tax assets, the valuation of equity instruments, debt discounts and contingencies. Reclassifications Certain accounts in the prior period consolidated financial statements have been reclassified for comparison purposes to conform to the presentation of the current period consolidated financial statements. These reclassifications had no effect on the previously reported net loss. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2016 and 2015, the Company does not have any cash equivalents. Restricted Cash Restricted cash represents cash held by the Company's credit card processor as a reserve to cover potential future refunds and funds held by the senior lender as collateral for the Company's Senior Note. See Note 6 – Notes Payable to the consolidated financial statements for additional information. Accounts Receivable and Allowance for Doubtful Accounts Receivable Accounts receivable are shown net of an allowance for doubtful accounts of $0 and $47,143 as of December 31, 2016 and 2015, respectively. The Company's management has established an allowance for doubtful accounts sufficient to cover probable and reasonably estimable losses. The nature of the business is that the majority of payments are received before the product is shipped. If the financial conditions of customers were to materially deteriorate, an increase in the allowance amount could be required. The allowance for doubtful accounts considers several factors, including collection experience, current economic trends, estimates of forecasted write-offs, aging of the accounts receivable, and other factors. Inventories, net Inventories consist of finished goods and are valued at the lower of cost or market. Cost is determined by using the first-in, first-out method. As part of the valuation process, inventory reserves are established to state excess and slow-moving inventory at their estimated net realizable value. The valuation process for excess or slow-moving inventory contains uncertainty because management must use judgment to estimate when the inventory will be sold and the quantities and prices at which the inventory will be sold in the normal course of business. Inventory reserves are periodically reviewed, reflecting current risks, trends and changes in industry conditions. When preparing these estimates, management considers historical results, inventory levels and current operating trends. In the event the estimates differ from actual results, inventory-related reserves may be adjusted and could materially impact the results of operations. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance, which do not extend the economic useful life of the related assets, are expensed in the period incurred. Gains or losses on disposal of property and equipment are reflected in the statements of operations in the period of disposal. Impairment of Long-Lived Assets The Company reviews the carrying value of intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair value. As of December 31, 2016 and 2015, the Company has not recognized any such impairment. Website Development Costs The Company capitalizes costs associated with the development of its website. During the years ended December 31, 2016 and 2015, the Company capitalized $13,700 and $17,972, respectively, of website development costs. The Company is amortizing the website development costs on a three-year straight-line basis and incurred amortization expense of $62,361 and $75,951 during the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, unamortized website development costs totaled $35,901. Estimated future amortization expense related to website development costs is $24,606 in 2017 and $4,446 in 2018. The remainder of the unamortized website development costs will be amortized when the projects to which they relate are placed in service. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. These fair value measurements apply to all financial instruments that are measured and reported on a fair value basis. Based on the observability of the inputs used in the valuation techniques, financial instruments are categorized according to the fair value hierarchy, which ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1 - Observable inputs such as quoted prices in active markets. Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the assignment of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The carrying value of items included in the Company's working capital approximates fair value because of the relatively short maturity of these instruments. The Company's notes payable approximate fair value because the terms are substantially similar to comparable debt in the marketplace. Income Taxes Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts ("temporary differences") at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. GAAP prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company's financial statements as of December 31, 2016 and 2015. The Company does not expect any significant changes in the unrecognized tax benefits within twelve months of the reporting date. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized during the years ended December 31, 2016 and 2015. Debt Discounts The Company records, as a discount to notes and convertible notes, the relative fair value of warrants issued in connection with the issuances and the intrinsic value of any conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized to interest expense using the interest method over the earlier of the term of the related debt or their earliest date of redemption. As of December 31, 2016 and 2015, the Company had no unamortized debt discounts. Revenue Recognition Revenues for the sales of products are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is reasonably assured. The Company defers revenue when cash has been received from the customer but delivery has not yet occurred. Such amounts are reflected as deferred revenues in the accompanying consolidated financial statements. Shipping and Handling Costs The Company policy is to provide free standard shipping and handling for most orders. Shipping and handling costs incurred are recognized in selling, general and administrative expenses. Such amounts aggregated $1,143,067 and $612,377 for the years ended December 31, 2016 and 2015, respectively. In certain circumstances, shipping and handling costs are charged to the customer and recognized in Net sales. The amounts recognized in Net sales for the years ended December 31, 2016 and 2015 were $388,921 and $251,550, respectively. Advertising and Marketing Expenses The Company expenses all advertising and marketing costs as incurred and were $647,053 and $508,633 for the years ended December 31, 2016 and 2015, respectively. Sales Taxes The Company accounts for sales taxes imposed on its goods and services on a net basis in the consolidated statements of operations. Net Earnings (Loss) Per Share of Common Stock Basic net earnings (loss) per share is computed by dividing net earnings (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net 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. Potentially dilutive securities are excluded from the computation of diluted net earnings per share if their inclusion would be anti-dilutive and consist of the following: December 31, 2016 2015 Options 1,294,204 5,341,284 Warrants 7,806,118 10,046,198 Series B Convertible Preferred Stock 6,032,406 5,507,202 Total potentially dilutive shares 15,132,728 20,894,684 Stock-Based Compensation Stock-based compensation expense for all stock-based payment awards is based on the estimated fair value of the award. For employees and directors, the award is measured on the grant date. For non-employees, the award is measured on the grant date and is then remeasured at each vesting date and financial reporting date. The Company recognizes the estimated fair value of the award as compensation cost over the requisite service period of the award, which is generally the option vesting term. The Company generally issues new shares of common stock to satisfy option and warrant exercises. Preferred Stock Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control, as temporary equity. At all other times, the Company classifies its preferred shares in stockholders' deficiency. Convertible Instruments GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional as that term is described under applicable GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company also records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares. Common Stock Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company's control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company evaluated its free-standing warrants to purchase common stock to assess their proper classification in the consolidated balance sheet as of December 31, 2016 and 2015 using the applicable classification criteria enumerated under GAAP and determined that the common stock purchase warrants contain fixed settlement provisions. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, " Revenue from Contracts with Customers In July 2015, the FASB issued ASU 2015-11, " Simplifying the Measurement of Inventory In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, " Compensation - Stock Compensation" ): Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, " Classification of Certain Cash Receipts and Cash Payments (Topic 230)" Statement of Cash Flows (Topic 230): Restricted Cash As of the date of this Annual Report on Form 10-K, there were no other recent accounting standard updates that the Company has not yet adopted that we believe would have a material impact on our consolidated financial statements. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
4. Property and Equipment, Net | Property and equipment, net consisted of the following: December 31, Useful Life 2016 2015 (Years) Computer Software $ 230,299 $ 230,299 5 years Equipment 549,365 548,156 15 years Office Furniture and Equipment 98,192 95,754 7 years Computer Hardware 32,992 32,992 5 years Leasehold Improvements 309,374 303,318 (a) Total 1,220,222 1,210,519 Less: Accumulated Depreciation (888,463 ) (801,271 ) Property and Equipment, Net $ 331,759 $ 409,248 (a) Lesser of useful life or initial term of lease Depreciation expense for the above assets for the years ended December 31, 2016 and 2015 was $87,192 and $108,369, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
5. Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2016 2015 Salaries and Benefits $ 110,819 $ 64,007 Dividend Payable 342,233 319,854 Advertising 75,000 76,639 Accrued Interest 44,249 44,249 Accrued Rent 51,181 49,614 Proxy & Solicitation Costs 130,000 - Severance 232,417 - Deferred Rent - 25,852 Other 50,457 17,450 $ 1,036,356 $ 597,665 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
6. Notes Payable | Notes payable consisted of the following: December 31, 2016 2015 Senior Note $ 1,200,000 $ 891,089 Promissory Note 100,000 100,000 $ 1,300,000 $ 991,089 Senior Note The Company is a party to a Loan and Security Agreement dated March 28, 2013 (the "Loan Agreement") with Melrose Capital Advisors (the "Lender"). Under the terms of the Loan Agreement, the Company has borrowed an aggregate of $1,200,000 from the Lender, including $308,911 and $250,000 during the years ended December 31, 2016 and 2015, respectively. The Loan is evidenced by a promissory note (the "Senior Note") in the face amount of $1,200,000 (as amended). The Company also borrowed and repaid $50,000 from the Lender in a separate transaction during the third quarter 2016. The Senior Note bears interest on the unpaid principal balance of the Note until the full amount of principal has been paid at a floating rate equal to the Prime Rate plus four and one-quarter percent (4.25%) per annum (7.75%) as of December 31, 2016). Under the terms of the Loan Agreement, the Company has agreed to make monthly payments of accrued interest. On November 30, 2016, the Company and the Lender entered into a Fourth Amendment to Amended and Restated Promissory Note, pursuant to which the Lender agreed to extend the maturity date of the Senior Note from November 30, 2016 to February 28, 2017. The principal amount and all unpaid accrued interest on the Senior Note was payable on February 28, 2017, or earlier in the event of default or a sale or liquidation of the Company. The Loan may be prepaid in whole or in part at any time by the Company without penalty. See Note 13 – Subsequent Events for additional information related to the Note's maturity date extension. The Company granted the Lender a first priority security interest in all of the Company's assets, in order to secure the Company's obligation to repay the Loan, including a Deposit Account Control Agreement, dated as of July 8, 2016, which grants the Lender a security interest in certain bank accounts of the Company. The Loan Agreement contains customary negative covenants restricting the Company's ability to take certain actions without the Lender's consent, including incurring additional indebtedness, transferring or encumbering assets, paying dividends or making certain other payments, and acquiring other businesses. Upon the occurrence of an event of default, the Lender has the right to impose interest at a rate equal to eight percent (8.0%) per annum above the otherwise applicable interest rate (the "Default Rate"). The repayment of the Loan may be accelerated prior to the maturity date upon certain specified events of default, including failure to pay, bankruptcy, breach of covenant, and breach of representations and warranties. The investor rights agreement of the Company's Series B preferred shares limits the total debt of the Company to $1 million. The Company has received waivers to temporarily exceed the limit in connection with the extensions of the Senior Note. The Senior Note contained financial covenants through June 30, 2016, which required the Company to meet certain minimum targets for earnings before interest, taxes and non-cash expenses, including depreciation, amortization and stock-based compensation ("EBITDAS"). On August 27, 2015, a supplier of the Company was granted an order of garnishment against the Company's funds held in a bank account in the amount of $83,766 for an unpaid debt, accordingly, such amount was classified as restricted cash. On September 16, 2015, the Company's Lender filed a motion with the court to intercede in the garnishment action on the grounds that it has a superior lien on the funds which was granted at a hearing on October 6, 2015. In addition, as a result of the garnishment action, the Lender notified the Company that an event of default has occurred on the Senior Note and the Loan is in default and immediately payable. On November 30, 2015, the court issued an order that the Company's Lender was the priority lienholder with regard to the funds being held in the bank account. Subsequent to receiving the court's order, the funds were released by the bank to the Company's Lender and the funds were applied against the Loan balance. The funds applied against the loan balance were advanced back to the Company in 2016. The Lender waived the events of default related to the garnishment in December 2015. In connection with the Loan Agreement, the Company granted the Lender five-year warrants to purchase an aggregate of 1,875,000 shares of common stock at an exercise price ranging from $0.10 to $0.35 per share, of which 750,000 warrants were issued during the year ended December 31, 2015. The warrants contain customary anti-dilution provisions. The warrants had an aggregate grant date relative fair value of $472,100, of which $69,600 was recorded as debt discounts during the year ended December 31, 2015, and were amortized using the effective interest method over the term of the Senior Note. In addition, the Company agreed to modify the exercise price on 375,000 previously issued warrants from $0.35 to $0.12 effective November 11, 2015 which resulted in an additional debt discount of $1,800. The Company amortized $114,434 of the debt discount as interest expense during the year ended December 31, 2015. The debt discounts were fully amortized as of December 31, 2015. Including the value of warrants issued in connection with Senior Note and subsequent amendments, the Senior Note had an effective interest rate of 37% per annum. Promissory Note On October 30, 2013, the Company issued a note payable with a principal amount of $100,000 to a lender. The note bears interest on the unpaid principal balance until the full amount of principal has been paid at a floating rate equal to the Prime Rate plus four and one-quarter percent (4.25%) per annum (7.75% as of December 31, 2016). Under the terms of the note, the Company has agreed to make monthly payments of accrued interest. The Company's obligations are unsecured and are subordinate to its obligations pursuant to the Senior Note described above. The Loan may be prepaid in whole or in part at any time by the Company without penalty. The principal amount and all unpaid accrued interest was payable on October 31, 2016 (as amended). See Note 13 – Subsequent Events for additional information. On January 11, 2016, the Company entered into an amendment to the Promissory Note which extended the maturity date of the note payable from November 1, 2015 to October 31, 2016. In consideration of the extension of the maturity date of the note payable, the Company issued to the lender a five-year warrant to purchase 75,000 shares of common stock at an exercise price of $0.25 per share. The warrants had a fair value of $15,500 using the Black-Scholes model which was established as debt discount and was amortized using the effective interest method over the remaining term of the Promissory Note. Including the value of the warrants issued in connection with the extension of the maturity date of the Promissory Note, the Promissory Note had an effective interest rate of 23% per annum during the extension period. The Company amortized $15,500 and $15,333 of the debt discounts as interest expense during the years ended December 31, 2016 and 2015 and as of December 31, 2016, the debt discount was fully amortized. |
Changes in Board of Directors a
Changes in Board of Directors and Management Changes | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
7. Changes in Board of Directors and Management Changes | On September 2, 2016, the Company's shareholders elected four new directors who had run as an alternative slate to the slate the Company had recommended to its shareholders. The elected directors were Mr. Jeffrey T. Holtmeier, Mr. Brian A. Ross, Mark Scott and Dr. Stephen Weiss. Effective as of September 12, 2016, the newly elected Board of Directors along with Mr. Joseph Heimbrock, a director appointed as a class by the Series B shareholders, elected Mr. Holtmeier as Chairman of the Board. The Board of Directors formed audit, compensation and nominating and governance committees. On October 11, 2016, the board revised committee memberships as the result of the appointment of Mr. Holtmeier as CEO, as follows: • Audit: Ross (Chair), Scott and Weiss • Compensation: Ross, Scott (Chair) • Governance and Nominating: Heimbrock, Scott, Weiss (Chair) On September 13, 2016, after the election of the new Board of Directors, the Company's Chief Executive Officer, Mr. Lalit Dhadphale, tendered his resignation which the Board of Directors of the Company subsequently accepted. Mr. Dhadphale's separation from the Company was effective October 13, 2016. Mr. Dhadphale's contract provided for severance payments under certain conditions, including a change in the composition of the Board of Directors, and contained restrictive covenants regarding disclosure of confidential information, non-solicitation and employee non-competition. On September 9, 2016, after the election of the new Board of Directors, the Company's Chief Financial Officer, Mr. Daniel Seliga, tendered his resignation which the Board of Directors of the Company subsequently accepted. Mr. Seliga's separation from the Company was effective October 9, 2016. Mr. Seliga's contract provides for severance payments under certain conditions, including a change in the composition of the Board of Directors, and contained restrictive covenants regarding disclosure of confidential information, non-solicitation and employee non-competition. See Note 13 for additional management changes subsequent to December 31, 2016. Employment Agreement On October 11, 2016, the Board of Directors of the Company appointed Jeffrey T. Holtmeier as the President and Chief Executive Officer of the Company. Subsequently, the Company and Mr. Holtmeier entered into a written agreement outlining compensation and other terms of Mr. Holtmeier's employment. Mr. Holtmeier was to be paid an annual salary of $175,000, and had an annual bonus target of 100% of base salary, with the amount of bonus to be determined according to the Company achieving certain financial metrics. Mr. Holtmeier was also granted options under the Company's Long Term Incentive Plan to purchase 125,000 shares of the Company's common stock, at a price of $0.29 per share, which was the closing price for the Company's common stock on the date of grant. Mr. Holtmeier's agreement contained other provisions that no longer apply due to his resignation. See Note 13 - Subsequent Events for additional information. Related to the solicitation of shareholders' proxies and subsequent resignations per certain employment agreements mentioned above, the Company incurred proxy and solicitation costs of $578,484 and severance costs of $276,167 during the year ended December 31, 2016, which are included as a component of selling, general and administrative expenses in the consolidated statements of operations. At December 31, 2016, $211,722 and $392,417 of these costs are recorded in Accounts Payable, and Accrued Expenses and Other Current Liabilities, respectfully. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
8. Stockholders' Deficiency | Authorized Capital The Company is authorized to issue up to 100,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share. Common Stock On December 21, 2015, the Company issued 94,779 shares of common stock to a former employee resulting from a cashless exercise of warrants. On July 28, 2016, the Company entered an Exchange Agreement with Dellave Holdings LLC ("Dellave") whereby the Company issued an aggregate of 2,253,528 shares of common stock in exchange for the extinguishment of $698,594 of accounts payable balances held by Dellave. The exchange was based on the prior day's closing price of $0.31 of the Company's common stock. The $698,594 aggregate fair value of the common stock issued was credited to equity at conversion. Mr. Timothy Reilly is the managing member of Dellave and he is also the managing member of Melrose Capital Advisors, LLC, the Company's senior lender at the time of the transaction. Preferred Stock Series A Preferred Stock The Company has designated 200,000 of the 1,000,000 authorized shares of preferred stock as Series A Convertible Preferred Stock ("Series A Preferred Stock"). The Series A Preferred Stock is non-voting, has a liquidation preference equal to its purchase price, and does not pay dividends. The holders can call for the conversion of the Series A Preferred Stock at any time and are entitled to half a share of the Company's common stock for each share of Series A Preferred Stock converted. As of December 31, 2016, 44,443 shares of Series A Preferred Stock are available to be issued. There were no shares of Series A Preferred Stock outstanding as of December 31, 2016 or 2015. Series B Preferred Stock The Company has designated 625,000 of the 1,000,000 authorized shares of preferred stock as Series B Convertible Preferred Stock ("Series B Preferred Stock"). The Series B Preferred Stock has voting rights equal to one vote for each common share equivalent, has a liquidation preference equal to its purchase price, and receives preferred dividends equal to 7% of all outstanding shares in either cash or payment-in-kind. The holders can call for the conversion of the Series B Preferred Stock at any time and are entitled to five shares of the Company's common stock for each share of Series B Preferred Stock converted. In addition, the Series B Preferred Stock is subject to weighted average anti-dilution protection whereby if shares of common stock are sold below the current conversion price, the conversion price is reduced pursuant to a pre-defined formula. As of December 31, 2016 and 2015, Series B holders were entitled to convert into 11.66 and 11.39 shares, respectively, of the Company's common stock for each share of Series B Preferred Stock due to the anti-dilution provision. The anti-dilution provision represents a contingent beneficial conversion feature. As of December 31, 2016, an incremental 3,445,611 shares of common stock are issuable at conversion of the Series B Convertible Preferred Stock as compared to the original terms. Using the commitment date common stock price in effect, the commitment date value of the incremental shares is $8,696,723. However, recognition of beneficial conversion features is limited to the aggregate gross proceeds allocated to the preferred stock of $3,199,689 (422,315 shares of Series B Convertible Preferred Stock times $9.45 per share less the proceeds allocated to the warrants of $791,188) less the $1,666,967 beneficial conversion feature already recognized on the original 365,265 shares of Series B Preferred Stock (prior to the issuance of additional shares as payment-in-kind in lieu of cash dividends). Due to these limitations, no beneficial conversion feature value was recorded for the years ended December 31, 2016 and 2015. The investor rights agreement of the Company's Series B preferred shares limits the total debt of the Company to $1 million. The agreement also limits the ability to raise preferred equity at current market conversion rates. As of and for the year ended December 31, 2016 and 2015, the Company had accrued contractual dividends of $342,233 and $319,854, respectively, related to the Series B Preferred Stock. On January 3, 2016, the Company issued 33,847 shares of Series B convertible preferred stock valued at approximately $320,000, representing approximately $0.66 in value per share of Series B Preferred Stock outstanding on that date, to the Series B convertible preferred stock owners as payment in kind for dividends. Series C Preferred Stock The Company's Certificate of Designation designates 10,000 shares of the Company's preferred stock as Series C Preferred Stock to be issued at an original issue price of $100 per share. The Series C Preferred Stock has voting rights equal to one vote for each share held, has a liquidation preference equal to its purchase price, and has certain redemption rights available at the option of the holder. The Series C Preferred Stock is non-convertible and does not pay dividends. On October 17, 2011, the Company received net cash proceeds of $1,000,000 for the sale of 10,000 shares of Series C Preferred Stock to a greater than 10% stockholder of the Company. Since certain of the Company's preferred shares contain redemption rights which are not solely within the Company's control, these issuances of preferred stock were initially presented as temporary equity. On February 13, 2013, the Company received a Notice of Redemption of Series C Preferred Stock and as a result, the shares are classified as a current liability as of December 31, 2016 in the Company's consolidated balance sheet. Incentive Compensation / Stock Option Plans The Company sponsors an Incentive Compensation Plan (the "2009 Plan") which was approved by the Board of Directors and the Company's Stockholders, and initially allowed the total number of shares of common stock issuable pursuant to the 2009 Plan to be 2,881,425 shares. The 2009 Plan imposes individual limitations on the amount of certain awards. Under these limitations during any fiscal year of the Company, the number of options, stock appreciation rights, shares of restricted stock, shares of deferred stock, performance shares and other stock based-awards granted to any one participant under the 2009 Plan may not exceed 250,000 shares, subject to adjustment in certain circumstances. The maximum amount that may be paid out as performance units in any 12-month performance period is an aggregate value of $2,000,000, and the maximum amount that may be paid out as performance units in any performance period greater than 12 months is an aggregate value of $4,000,000. The maximum term of each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and provisions requiring forfeiture of unexercised options or stock appreciation rights at or following termination of employment generally are fixed by the board of directors or committee of the Company's board of directors designated to administer the 2009 Plan (the "Committee"), except that no option or stock appreciation right may have a term exceeding ten years. The exercise price per share subject to an option and the grant price of a stock appreciation rights are determined by the Committee, but in the case of an incentive stock option (ISO) must not be less than the fair market value of a share of common stock on the date of grant. Following the approval of the Board of Directors and stockholders of record as of August 25, 2014, the Company adopted the 2014 Equity Incentive Plan (the "2014 Plan") which made a total of 6,000,000 shares of common stock authorized and available for issuance pursuant to awards granted under the 2014 Plan. The 2014 Plan limit imposes individual limitations on the amount of certain awards. Under these limitations during any fiscal year of the Company, the number of options, stock appreciation rights, shares of restricted stock, shares of deferred stock, performance shares and other stock based-awards granted to any one participant under the 2014 Plan may not exceed 1,500,000 shares, subject to adjustment in certain circumstances. The maximum number of shares that may be awarded that are not subject to performance targets is an aggregate of 1,200,000 shares. The maximum term of each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and provisions requiring forfeiture of unexercised options or stock appreciation rights at or following termination of employment generally are fixed by the Committee designated to administer the 2014 Plan, except that no option or stock appreciation right may have a term exceeding ten years. The exercise price per share subject to an option and the grant price of a stock appreciation rights are determined by the Committee, but in the case of an incentive stock option (ISO) must not be less than the fair market value of a share of common stock on the date of grant. Stock Options Grants During the year ended December 31, 2016, the Company granted options to and directors, employees, and consultants of the Company to purchase an aggregate of 660,265 shares of common stock under a previously approved plan at exercise price ranging between $0.24 and $0.35 per share for an aggregate grant date value of $195,875. The options vested on the grant date and have a term of ten years. During the year ended December 31, 2015, the Company granted options to employees and directors of the Company to purchase an aggregate of 2,141,339 shares of common stock under the 2014 Plan at an exercise price of between $0.09 to $0.15 per share for an aggregate grant date value of $211,860. The options have a vesting period ranging from immediate to three years and have a term of ten years. During the year ended December 31, 2015, the Company granted options to consultants of the Company to purchase an aggregate of 349,861 shares of common stock under the 2014 Plan at an exercise price of between $0.09 and $0.12 per share for an aggregate grant date value of $37,423. The options have a vesting period ranging from immediate to three years and have a term of ten years. Exercise During the year ended December 31, 2016, the Company issued an aggregate of 1,492,078 shares of common stock to holders of options who elected to exercise options to purchase 3,091,475 shares of common stock on a cashless basis under the terms of the options. The options had exercise prices ranging from $0.09 and $0.30 per share. During the year ended December 31, 2016, the Company received proceeds of $1,833 from the exercise of options to purchase 16,666 shares of common stock. The aggregate intrinsic value of the options exercised was $480,041 for the year ended December 31, 2016. Valuation and Amortization Option valuation models require the input of highly subjective assumptions. The fair value of the stock-based payment awards is estimated utilizing the Black-Scholes option model. The volatility component of this calculation is derived from the historical trading prices of the Company's own common stock. The Company accounts for the expected life of options in accordance with the "simplified" method for "plain vanilla" share options. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company's forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company's actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The Company estimated forfeitures related to option grants at a weighted average annual rate of 5% and 3% per year for options granted during the years ended December 31, 2016 and 2015, respectively. In applying the Black-Scholes option pricing model to stock options granted, the Company used the following weighted average assumptions: Year Ended December 31, 2016 2015 Risk-free interest rate 1.00% to 2.12% 1.35% to 2.28% Expected dividend yield 0.00% 0.00% Expected volatility 196% to 200.0% 195% to 199.0% Weighted average expected life (contractual term) in years 5.5 to 10.0 5.5 to 10.0 Stock-based compensation expense related to stock options was recorded in selling, general and administrative expenses in the consolidated statements of operations and totaled $327,202 and $308,026 for the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, stock-based compensation expense related to stock options of $36,291 remains unamortized which is being amortized over the weighted average remaining period of 1.5 years. Summary A summary of the stock option activity during the years ended December 31, 2016 and 2015 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, January 1, 2015 3,944,557 $ 1.27 Granted 2,491,200 0.10 Exercised - - Forfeited (1,094,473 ) 1.40 Outstanding, December 31, 2015 5,341,284 $ 0.70 Granted 660,265 0.30 Exercised (3,108,141 ) 0.16 Forfeited (1,599,204 ) 1.73 Outstanding, December 31, 2016 1,294,204 $ 0.51 8.0 $ 145,533 Exercisable, December 31, 2016 804,204 $ 0.76 7.7 $ 54,267 The following table presents information related to stock options outstanding and exercisable at December 31, 2016: Options Outstanding Options Exercisable Weighted Weighted Weighted Range of Average Outstanding Average Average Exercisable Exercise Exercise Number of Exercise Remaining Life Number of Price Price Options Price In Years Options $0.09 - $0.12 $0.10 786,667 $0.11 8.5 296,667 $0.25 - $0.35 0.32 262,087 0.32 9.8 262,087 $0.53 - $1.60 0.87 188,450 0.87 4.3 188,450 $4.10 - $6.99 5.80 57,000 5.80 5.1 57,000 $0.09 - $6.99 $0.51 1,294,204 $0.76 7.7 804,204 Warrants Valuation In applying the Black-Scholes option pricing model to stock warrants granted, the Company used the following weighted average assumptions: Grants Year Ended December 31, 2016 2015 Risk-free interest rate 1.58% 1.22% to 1.75% Expected dividend yield 0.00% 0.00% Expected volatility 200.0% 194.0% to 197.0% Contractual term in years 5.00 2.90 to 7.50 On January 11, 2016, the Company issued to a lender a five-year warrant to purchase 75,000 shares of common stock at an exercise price of $0.25 per share for an aggregate grant date value of $15,500. See Note 6 – Notes Payable for additional information. On April 3, 2015, the Company granted warrants to a former employee of the Company to purchase an aggregate of 137,430 shares of common stock at an exercise price of $0.09 per share for an aggregate grant date value of $12,018. The warrants have a term of five years. The warrants were issued as repayment for amounts previously accrued. The weighted average fair value of the stock warrants granted during the years ended December 31, 2016 and 2015, respectively, was $0.25 and $0.09 per share. Exercise During the year ended December 31, 2015, the Company issued an aggregate of 97,449 shares of common stock to a holder of warrants who elected to exercise warrants to purchase 137,430 shares of common stock on a cashless basis under the terms of the warrants. The warrants had an exercise price of $0.09 per share. The aggregate intrinsic value of the warrants exercised was $27,486 for the year ended December 31, 2015. During the year ended December 31, 2016, the Company issued an aggregate of 1,155,179 shares of common stock to a holder of warrants who elected to exercise warrants to purchase 1,795,080 shares of common stock on a cashless basis under the terms of the warrants. The warrants had an exercise prices ranging from $0.10 to 0.15 per share. The aggregate intrinsic value of the warrants exercised was $414,176 for the year ended December 31, 2016. A stock-based compensation benefit related to the mark-to-market adjustment for consultant warrants for the year ended December 31, 2015 was recorded in the consolidated statements of operations as a component of selling, general and administrative expenses and totaled $322. During the year ended December 31, 2015, the Company recorded aggregate stock-based compensation expense of $12,340 related to warrants. As of December 31, 2016, there was no stock-based compensation expense related to warrants that remains unamortized. A summary of the stock warrant activity during the years ended December 31, 2016 and 2015, respectively, is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, January 1, 2015 9,339,044 $ 0.45 Granted 887,430 0.10 Exercised (137,430 ) 0.09 Forfeited (42,846 ) 3.00 Outstanding, December 31, 2015 10,046,198 $ 0.41 Granted 75,000 0.25 Exercised (1,795,080 ) 0.13 Forfeited (520,000 ) 2.90 Outstanding, December 31, 2016 7,806,118 $ 0.30 2.4 $ 91,257 Exercisable, December 31, 2016 7,806,118 $ 0.30 2.4 $ 91,257 The following table presents information related to stock warrants at December 31, 2016: Warrants Outstanding Warrants Exercisabe Weighted Weighted Weighted Range of Average Outstanding Average Average Exercisable Exercise Exercise Number of Exercise Remaining Life Number of Price Price Warrants Price In Years Warrants $0.15 - $0.25 $0.25 2,116,120 $0.25 1.7 2,116,120 $0.30 - $0.35 0.30 5,659,998 0.30 2.7 5,659,998 $4.95 4.95 30,000 4.95 0.8 30,000 $0.15 - $4.95 $0.30 7,806,118 $0.30 2.4 7,806,118 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
9. Commitments and Contingent Liabilities | Operating Leases The Company entered a lease agreement dated June 15, 2011, as amended, for approximately 62,000 square feet of office and storage space and for its Company's corporate headquarters in Florence, Kentucky. On December 15, 2014, the Company agreed to sublease 34,106 square feet of the space for $9,948 per month and the sublease was subsequently terminated by the Company on June 14, 2015. On April 27, 2015, the Company entered in an amendment to the lease agreement which reduced its square footage to approximately 28,500 square feet effective June 15, 2015. The amendment reduced the monthly rent to $4,868 for July 2015 to December 2015 and $5,462 per month in 2016. On March 15, 2016, the Company entered into an amendment of the lease agreement which extended the lease for an additional three years to December 31, 2019. The amended monthly lease rate will be $6,649 in 2017, $6,886 in 2018 and $7,124 in 2019. The Company accounts for rent expense using the straight-line method of accounting, deferring the difference between actual rent paid and the straight-line amount. The Company amortizes the balance of the remaining deferred rent payable over the remaining life of the amended lease term. Deferred rent payable of $0 and $25,852 as of December 31, 2016 and 2015, respectively, has been included in accrued expenses and other current liabilities on the consolidated balance sheets. On June 7, 2013, a subsidiary of the Company which was liquidated in 2014, signed a three-year lease for $1,000 per month to house an office, pharmacy and inventory located in Lawrenceburg, Indiana. On July 8, 2013, the parties agreed to extend the lease for two additional years to a new termination date of June 7, 2018. In January 2014, the Company closed and vacated the Lawrenceburg facility. The present value of the remaining lease payments of $51,181 is reflected as a component of accrued expenses and other liabilities on the consolidated balance sheet as of December 31, 2016 and therefore excluded from the table below. Future minimum payments under our non-cancelable operating lease as of December 31, 2016 are as follows: Years ending December 31 Amount 2017 $ 79,783 2018 82,633 2019 85,482 Total minimum lease payments $ 247,898 During the years ended December 31, 2016 and 2015, the Company recorded aggregate rent expense of $69,819 and $106,833, respectively. Employment Agreement On May 9, 2016, the Company entered into an employment agreement (the "Employment Agreement") with Mr. Lalit Dhadphale. The terms of the Employment Agreement include a term of two years beginning on January 1, 2016 with an extension provision, the titles and positions of Chief Executive Officer and President, an initial base salary of $175,000 per year, subject to certain bonus and severance provisions. Mr. Dhadphale's agreement was bound by restrictive covenants regarding disclosure of confidential information, non-solicitation and employee non-competition. See Notes 7 and 13 for additional information. Litigation In the ordinary course of business, we may become subject to lawsuits and other claims and proceedings that might arise from litigation matters or regulatory audits. Such matters are subject to uncertainty and outcomes are often not predictable with assurance. Our management does not presently expect that any such matters will have a material adverse effect on the Company's consolidated financial condition or consolidated results of operations. We are not currently involved in any pending or threatened material litigation or other material legal proceedings nor have we been made aware of any penalties from regulatory audits, except as described below. On February 9, 2012, two of our former stockholders, Rock Castle Holdings, LLC and Jason Smith (collectively "Plaintiffs"), filed suit against us in the Hamilton County, Ohio Court of Common Pleas, alleging that we had breached the terms of certain incentive options we granted to the Plaintiffs in connection with our now-terminated oral consulting arrangements with the Plaintiffs, by among other things, refusing Plaintiffs' purported exercise of options to purchase 233,332 shares of our common stock at an exercise price of $2.00 per share in December 2011. Plaintiffs requested that, among other things, the court require us to permit the exercise of the 233,332 options. Plaintiffs also provided an expert report indicating damages of $2.086 million. On December 1, 2014, the Company executed a settlement agreement with the Plaintiff for $150,000 to be paid in unequal monthly installments through June 10, 2015. The settlement amount was included in Selling, General and Administrative expense for the year ended December 31, 2014 and aggregate payments of $135,000 and $15,000 were made during the years ended December 31, 2015 and 2014, respectively. On May 15, 2013, a former consultant filed suit in Boone County, Kentucky Circuit Court alleging breach of contract and unjust enrichment for unpaid consulting fees and expenses of approximately $55,000. On September 29, 2014, the Company executed a settlement agreement with the former consultant for $25,000 which was paid in monthly installments through March 1, 2015 when such settlement amount had been fully repaid. On June 7, 2016, Shipping & Transit LLC filed suit against the Company for infringing on certain claims of patents held by Shipping & Transit. On July 20, 2016, the Company entered into a Settlement, Release and License Agreement whereby the Company paid $11,000 for any past violations and future licensing of the patents. On May 13, 2016, Taft Stettinius & Hollister, LLP (the "Plaintiff") filed a complaint in the Court of Common Pleas for Hamilton County, Ohio against the Company. The complaint asserts that the Plaintiff provided legal services to the Company beginning in April 2011 until January 2015 and billed the Company $936,777 which the Company has not made payment. The complaint seeks damages against the Company in the amount of $936,777 plus interest. The Company is in the process of investigating such claims and has entered negotiations with the Plaintiff. The Company has accounted for this matter in accordance with ASC 450 ("Contingencies"). |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
10. Concentrations | The Company maintains deposits in financial institutions which are insured by the Federal Deposit Insurance Corporation ("FDIC"). At various times, the Company has deposits in these financial institutions in excess of the amount insured by the FDIC. During the year ended December 31, 2016, three suppliers represented 43%, 17% and 16% of total inventory purchases. During the year ended December 31, 2015, two suppliers represented 63% and 11% of total inventory purchases. As of December 31, 2016, the Company has included $936,777 in its accounts payable-trade in the consolidated balance sheets related to amounts in litigation. See Note 9 - Commitments and Contingent Liabilities for additional information. Excluding this amount, no Company supplier was owed an amount greater than 10% of the Company's accounts payable balance. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
11. Related Party Transactions | Effective September 4, 2014, the Company entered into a consulting agreement with Dr. Bruce Bedrick, a stockholder, to provide consulting services related to business development and marketing activities for the Company and other duties as agreed to by management. The Company was required to pay the related party a monthly fee of $10,000 plus expense reimbursement. Subsequent to the effective date, the related party agreed to defer the payment of the monthly fee for a period of four months beginning with the November 4, 2014 payment. The deferred fees were to be payable on the earlier of the termination date or the second anniversary of the effective date. The consulting agreement had an initial term of one year and could be automatically renewed for a one-year period unless terminated by either party. The Agreement could be terminated by the Company by providing a sixty-day notice prior to the first anniversary of the effective date. On July 6, 2015, the Company notified the related party of its intent to terminate the contract effective September 4, 2015. During the year ended December 31, 2015, the Company incurred and paid consulting and other expenses of $100,000 related to the consulting agreement. In March 2013, the Company converted a $40,000 advance from a related party to a note payable with a maturity date of December 31, 2013 with the principal balance of the note due at maturity with no interest. The Company made principal payments of $31,000 and $5,000 during the years ended December 31, 2015 and 2014, respectively, and the note has been repaid in full as of December 31, 2015. Imputed interest expense on this note was de minimis. . In the fourth quarter of 2016, the Company entered into a master services agreement for information technology and marketing analytics projects with a company that Mr. Jeff T. Holtmeier, the Company's President and Chief Executive Officer, holds a minority ownership interest and was chairman of its board of directors. During 2016, the Company incurred $49,376 of costs under the agreement of which $13,700 was capitalized as web development costs. In 2016, the Company entered into an Exchange Agreement with Dellave Holdings LLC (See Note 8 – Stockholders' Deficiency) which the Company issued the Company's common stock in exchange for the extinguishment of accounts payable balances held by Dellave. Mr. Tim Reilly, a significant stockholder of the Company, is the single member of both Dellave and Melrose Capital Advisors, LLC, the Company's senior lender (See Note 6 – Notes Payable). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
12. Income Taxes | The income tax provision (benefit) for the years ended December 31, 2016 and 2015 was as follows: Year Ended December 31, 2016 2015 Federal: Current $ - $ - Deferred (453,586 ) (269,394 ) State and local: Current - - Deferred (53,684 ) (21,621 ) (507,270 ) (291,015 ) Change in valuation allowance 507,270 291,015 Income tax provision (benefit) $ - $ - The effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2016 and 2015 are as follows: December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 6,098,963 $ 5,585,989 Stock-based compensation 700,295 767,443 Inventory reserves 8,842 8,800 Allowance for bad debt - 17,915 Deferred Revenue 3,318 2,575 Deferred Rent - 9,824 Contingent Liability - 1,910 Charitable contribution carryforwards 2,711 5,772 Accruals 104,397 22,491 Total deferred tax assets 6,918,526 6,422,719 Valuation allowance (6,886,459 ) (6,379,189 ) Deferred tax assets, net of valuation allowance 32,067 43,530 Deferred tax liabilities: Property and equipment (32,599 ) (29,881 ) Web Development 532 (13,649 ) Deferred tax liabilities $ (32,067 ) $ (43,530 ) Net deferred tax assets $ - $ - Change in valuation allowance $ 502,270 $ 291,015 The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the history of losses, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized and has established a full valuation allowance for the years ended December 31, 2016 and 2015. In accordance with Section 382 of the Internal Revenue code, the usage of the Company's net operating loss carryforwards could be limited in the event of a change in ownership. Based upon a study that analyzed the Company's stock ownership, a change of ownership was deemed to have occurred in 2011. This change of ownership created an annual limitation on the usage of the Company's losses which are available through 2031. A full Section 382 analysis has not been prepared since 2011 and any NOLs arising since 2011 could be subject to limitation under Section 382. For the years ended December 31, 2016 and 2015, the expected tax expense (benefit) based on the statutory rate is reconciled with the actual tax expense (benefit) as follows: Year Ended December 31, 2016 2015 US federal statutory rate (34.0%) (34.0%) State tax rate, net of federal benefit (4.0%) (4.0%) Permanent differences: Stock based compensation 2.5% 12.3% Adjustments to prior deferred tax balances (0.5%) (20.7%) Change in valuation allowance 36.0% 46.4% Income tax provision (benefit) 0.0% 0.0% |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
13. Subsequent Events | The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed. Effective January 16, 2017, Mr. Jeffrey Holtmeier, Chief Executive Officer of the Company, has left the Company to pursue other interests, and in connection with his departure, has also resigned his position as a director of the Company. On January 19, 2017, the Company and Mr. Holtmeier entered into a Separation and Release Agreement in connection with his departure. Mr. Holtmeier will be paid his current salary for the period up to and including the day which is thirty days after the Termination Date, at the rate in effect as of the Termination Date. In addition, the Company will pay Mr. Holtmeier an annual bonus for the 2016 year of $43,750 which was accrued as of December 31, 2016. The salary (less appropriate withholding for benefits, taxes and any other required withholdings) will be made in accordance with normal Company payroll timing and practices. The bonus (less appropriate withholding for benefits, taxes and any other required withholdings) will be paid and in ten equal monthly payments, beginning February 1, 2017. As of December 31, 2016, the Company has accrued $66,950 of costs related to Mr. Holtmeier's incurred expenses which will be paid in ten equal monthly payments during 2017. On January 18, 2017, the Board of Directors of the Company appointed John C. Pauly as the Chief Operating Officer and interim President and Chief Executive Officer of the Company. Subsequently, the Company and Mr. Pauly entered into a written agreement outlining compensation and other terms of Mr. Pauly's employment by which Mr. Pauly will be paid an annual salary of $100,000. The term of Mr. Pauly's employment with the Company shall be for a period commencing on January 18, 2017, and continuing through the close of business on December 31, 2017, unless and until terminated as provided. The agreement shall renew for subsequent one year terms unless terminated by either party. On February 28, 2017, the Company and Melrose Capital Advisors, LLC (the "Lender") |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Principles of Consolidation | The consolidated financial statements include the accounts of HealthWarehouse.com, Inc., Hwareh.com, Inc., Hocks.com, Inc., ION Holding NV, ION Belgium NV, its wholly-owned subsidiaries. ION Holding NV and ION Belgium NV are inactive subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's significant estimates include reserves related to accounts receivable and inventory, the recoverability and useful lives of long-lived assets and website development costs, the valuation allowance related to deferred tax assets, the valuation of equity instruments, debt discounts and contingencies. |
Reclassifications | Certain accounts in the prior period consolidated financial statements have been reclassified for comparison purposes to conform to the presentation of the current period consolidated financial statements. These reclassifications had no effect on the previously reported net loss. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2016 and 2015, the Company does not have any cash equivalents. |
Restricted Cash | Restricted cash represents cash held by the Company's credit card processor as a reserve to cover potential future refunds and funds held by the senior lender as collateral for the Company's Senior Note. See Note 6 – Notes Payable to the consolidated financial statements for additional information. |
Accounts Receivable and Allowance for Doubtful Accounts Receivable | Accounts receivable are shown net of an allowance for doubtful accounts of $0 and $47,143 as of December 31, 2016 and 2015, respectively. The Company's management has established an allowance for doubtful accounts sufficient to cover probable and reasonably estimable losses. The nature of the business is that the majority of payments are received before the product is shipped. If the financial conditions of customers were to materially deteriorate, an increase in the allowance amount could be required. The allowance for doubtful accounts considers several factors, including collection experience, current economic trends, estimates of forecasted write-offs, aging of the accounts receivable, and other factors. |
Inventories, net | Inventories consist of finished goods and are valued at the lower of cost or market. Cost is determined by using the first-in, first-out method. As part of the valuation process, inventory reserves are established to state excess and slow-moving inventory at their estimated net realizable value. The valuation process for excess or slow-moving inventory contains uncertainty because management must use judgment to estimate when the inventory will be sold and the quantities and prices at which the inventory will be sold in the normal course of business. Inventory reserves are periodically reviewed, reflecting current risks, trends and changes in industry conditions. When preparing these estimates, management considers historical results, inventory levels and current operating trends. In the event the estimates differ from actual results, inventory-related reserves may be adjusted and could materially impact the results of operations. |
Property and Equipment, net | Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance, which do not extend the economic useful life of the related assets, are expensed in the period incurred. Gains or losses on disposal of property and equipment are reflected in the statements of operations in the period of disposal. |
Impairment of Long-Lived Assets | The Company reviews the carrying value of intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair value. As of December 31, 2016 and 2015, the Company has not recognized any such impairment. |
Website Development Costs | The Company capitalizes costs associated with the development of its website. During the years ended December 31, 2016 and 2015, the Company capitalized $13,700 and $17,972, respectively, of website development costs. The Company is amortizing the website development costs on a three-year straight-line basis and incurred amortization expense of $62,361 and $75,951 during the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, unamortized website development costs totaled $35,901. Estimated future amortization expense related to website development costs is $24,606 in 2017 and $4,446 in 2018. The remainder of the unamortized website development costs will be amortized when the projects to which they relate are placed in service. |
Fair Value of Financial Instruments | Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. These fair value measurements apply to all financial instruments that are measured and reported on a fair value basis. Based on the observability of the inputs used in the valuation techniques, financial instruments are categorized according to the fair value hierarchy, which ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1 - Observable inputs such as quoted prices in active markets. Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the assignment of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The carrying value of items included in the Company's working capital approximates fair value because of the relatively short maturity of these instruments. The Company's notes payable approximate fair value because the terms are substantially similar to comparable debt in the marketplace. |
Income Taxes | Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts ("temporary differences") at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. GAAP prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company's financial statements as of December 31, 2016 and 2015. The Company does not expect any significant changes in the unrecognized tax benefits within twelve months of the reporting date. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized during the years ended December 31, 2016 and 2015. |
Debt Discounts | The Company records, as a discount to notes and convertible notes, the relative fair value of warrants issued in connection with the issuances and the intrinsic value of any conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized to interest expense using the interest method over the earlier of the term of the related debt or their earliest date of redemption. As of December 31, 2016 and 2015, the Company had no unamortized debt discounts. |
Revenue Recognition | Revenues for the sales of products are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is reasonably assured. The Company defers revenue when cash has been received from the customer but delivery has not yet occurred. Such amounts are reflected as deferred revenues in the accompanying consolidated financial statements. |
Shipping and Handling Costs | The Company policy is to provide free standard shipping and handling for most orders. Shipping and handling costs incurred are recognized in selling, general and administrative expenses. Such amounts aggregated $1,143,067 and $612,377 for the years ended December 31, 2016 and 2015, respectively. In certain circumstances, shipping and handling costs are charged to the customer and recognized in Net sales. The amounts recognized in Net sales for the years ended December 31, 2016 and 2015 were $388,921 and $251,550, respectively. |
Advertising and Marketing Expenses | The Company expenses all advertising and marketing costs as incurred and were $647,053 and $508,633 for the years ended December 31, 2016 and 2015, respectively. |
Sales Taxes | The Company accounts for sales taxes imposed on its goods and services on a net basis in the consolidated statements of operations. |
Net Earnings (Loss) Per Share of Common Stock | Basic net earnings (loss) per share is computed by dividing net earnings (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net 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. Potentially dilutive securities are excluded from the computation of diluted net earnings per share if their inclusion would be anti-dilutive and consist of the following: December 31, 2016 2015 Options 1,294,204 5,341,284 Warrants 7,806,118 10,046,198 Series B Convertible Preferred Stock 6,032,406 5,507,202 Total potentially dilutive shares 15,132,728 20,894,684 |
Stock-Based Compensation | Stock-based compensation expense for all stock-based payment awards is based on the estimated fair value of the award. For employees and directors, the award is measured on the grant date. For non-employees, the award is measured on the grant date and is then remeasured at each vesting date and financial reporting date. The Company recognizes the estimated fair value of the award as compensation cost over the requisite service period of the award, which is generally the option vesting term. The Company generally issues new shares of common stock to satisfy option and warrant exercises. |
Preferred Stock | Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control, as temporary equity. At all other times, the Company classifies its preferred shares in stockholders' deficiency. |
Convertible Instruments | GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional as that term is described under applicable GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company also records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares. |
Common Stock Warrants and Other Derivative Financial Instruments | The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company's control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company evaluated its free-standing warrants to purchase common stock to assess their proper classification in the consolidated balance sheet as of December 31, 2016 and 2015 using the applicable classification criteria enumerated under GAAP and determined that the common stock purchase warrants contain fixed settlement provisions. |
Recently Issued Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, " Revenue from Contracts with Customers In July 2015, the FASB issued ASU 2015-11, " Simplifying the Measurement of Inventory In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, " Compensation - Stock Compensation" ): Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, " Classification of Certain Cash Receipts and Cash Payments (Topic 230)" In November 2016, the FASB issued ASU 2016-18, " Statement of Cash Flows (Topic 230): Restricted Cash As of the date of this Annual Report on Form 10-K, there were no other recent accounting standard updates that the Company has not yet adopted that we believe would have a material impact on our consolidated financial statements. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Tables | |
Schedule of Potentially Dilutive Securities | Potentially dilutive securities are excluded from the computation of diluted net earnings per share if their inclusion would be anti-dilutive and consist of the following: December 31, 2016 2015 Options 1,294,204 5,341,284 Warrants 7,806,118 10,046,198 Series B Convertible Preferred Stock 6,032,406 5,507,202 Total potentially dilutive shares 15,132,728 20,894,684 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property And Equipment Net Tables | |
Property and Equipment, Net | Property and equipment, net consisted of the following: December 31, Useful Life 2016 2015 (Years) Computer Software $ 230,299 $ 230,299 5 years Equipment 549,365 548,156 15 years Office Furniture and Equipment 98,192 95,754 7 years Computer Hardware 32,992 32,992 5 years Leasehold Improvements 309,374 303,318 (a) Total 1,220,222 1,210,519 Less: Accumulated Depreciation (888,463 ) (801,271 ) Property and Equipment, Net $ 331,759 $ 409,248 |
Accrued Expenses and Other Cu23
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Expenses And Other Current Liabilities Tables | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2016 2015 Salaries and Benefits $ 110,819 $ 64,007 Dividend Payable 342,233 319,854 Advertising 75,000 76,639 Accrued Interest 44,249 44,249 Accrued Rent 51,181 49,614 Proxy & Solicitation Costs 130,000 - Severance 232,417 - Deferred Rent - 25,852 Other 50,457 17,450 $ 1,036,356 $ 597,665 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable Tables | |
Notes Payable | Notes payable consisted of the following: December 31, 2016 2015 Senior Note $ 1,200,000 $ 891,089 Promissory Note 100,000 100,000 $ 1,300,000 $ 991,089 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock Option [Member] | |
Schedule of Stock Granted | In applying the Black-Scholes option pricing model to stock options granted, the Company used the following weighted average assumptions: Year Ended December 31, 2016 2015 Risk-free interest rate 1.00% to 2.12% 1.35% to 2.28% Expected dividend yield 0.00% 0.00% Expected volatility 196% to 200.0% 195% to 199.0% Weighted average expected life (contractual term) in years 5.5 to 10.0 5.5 to 10.0 \ |
Summary of Stock Activity | A summary of the stock option activity during the years ended December 31, 2016 and 2015 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, January 1, 2015 3,944,557 $ 1.27 Granted 2,491,200 0.10 Exercised - - Forfeited (1,094,473 ) 1.40 Outstanding, December 31, 2015 5,341,284 $ 0.70 Granted 660,265 0.30 Exercised (3,108,141 ) 0.16 Forfeited (1,599,204 ) 1.73 Outstanding, December 31, 2016 1,294,204 $ 0.51 8.0 $ 145,533 Exercisable, December 31, 2016 804,204 $ 0.76 7.7 $ 54,267 |
Summary of Stock Outstanding and Exercisable | The following table presents information related to stock options outstanding and exercisable at December 31, 2016: Options Outstanding Options Exercisable Weighted Weighted Weighted Range of Average Outstanding Average Average Exercisable Exercise Exercise Number of Exercise Remaining Life Number of Price Price Options Price In Years Options $0.09 - $0.12 $0.10 786,667 $0.11 8.5 296,667 $0.25 - $0.35 0.32 262,087 0.32 9.8 262,087 $0.53 - $1.60 0.87 188,450 0.87 4.3 188,450 $4.10 - $6.99 5.80 57,000 5.80 5.1 57,000 $0.09 - $6.99 $0.51 1,294,204 $0.76 7.7 804,204 |
Warrant [Member] | |
Schedule of Stock Granted | In applying the Black-Scholes option pricing model to stock warrants granted, the Company used the following weighted average assumptions: Year Ended December 31, 2016 2015 Risk-free interest rate 1.58% 1.22% to 1.75% Expected dividend yield 0.00% 0.00% Expected volatility 200.0% 194.0% to 197.0% Contractual term in years 5.00 2.90 to 7.50 |
Summary of Stock Activity | A summary of the stock warrant activity during the years ended December 31, 2016 and 2015, respectively, is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, January 1, 2015 9,339,044 $ 0.45 Granted 887,430 0.10 Exercised (137,430 ) 0.09 Forfeited (42,846 ) 3.00 Outstanding, December 31, 2015 10,046,198 $ 0.41 Granted 75,000 0.25 Exercised (1,795,080 ) 0.13 Forfeited (520,000 ) 2.90 Outstanding, December 31, 2016 7,806,118 $ 0.30 2.4 $ 91,257 Exercisable, December 31, 2016 7,806,118 $ 0.30 2.4 $ 91,257 |
Summary of Stock Outstanding and Exercisable | The following table presents information related to stock warrants at December 31, 2016: Warrants Outstanding Warrants Exercisabe Weighted Weighted Weighted Range of Average Outstanding Average Average Exercisable Exercise Exercise Number of Exercise Remaining Life Number of Price Price Warrants Price In Years Warrants $0.15 - $0.25 $0.25 2,116,120 $0.25 1.7 2,116,120 $0.30 - $0.35 0.30 5,659,998 0.30 2.7 5,659,998 $4.95 4.95 30,000 4.95 0.8 30,000 $0.15 - $4.95 $0.30 7,806,118 $0.30 2.4 7,806,118 |
Commitments and Contingent Li26
Commitments and Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingent Liabilities Tables | |
Summary of future minimum payments under operating leases | Future minimum payments under our non-cancelable operating lease as of December 31, 2016 are as follows: Years ending December 31 Amount 2017 $ 79,783 2018 82,633 2019 85,482 Total minimum lease payments $ 247,898 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes Tables | |
Summary of income tax provision (benefit) | The income tax provision (benefit) for the years ended December 31, 2016 and 2015 was as follows: Year Ended December 31, 2016 2015 Federal: Current $ - $ - Deferred (453,586 ) (269,394 ) State and local: Current - - Deferred (53,684 ) (21,621 ) (507,270 ) (291,015 ) Change in valuation allowance 507,270 291,015 Income tax provision (benefit) $ - $ - |
Summary of significant portions of the deferred tax assets and liabilities | The effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2016 and 2015 are as follows: December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 6,098,963 $ 5,585,989 Stock-based compensation 700,295 767,443 Inventory reserves 8,842 8,800 Allowance for bad debt - 17,915 Deferred Revenue 3,318 2,575 Deferred Rent - 9,824 Contingent Liability - 1,910 Charitable contribution carryforwards 2,711 5,772 Accruals 104,397 22,491 Total deferred tax assets 6,918,526 6,422,719 Valuation allowance (6,886,459 ) (6,379,189 ) Deferred tax assets, net of valuation allowance 32,067 43,530 Deferred tax liabilities: Property and equipment (32,599 ) (29,881 ) Web Development 532 (13,649 ) Deferred tax liabilities $ (32,067 ) $ (43,530 ) Net deferred tax assets $ - $ - Change in valuation allowance $ 502,270 $ 291,015 |
Summary of tax expense (benefit) based on the statutory rate | For the years ended December 31, 2016 and 2015, the expected tax expense (benefit) based on the statutory rate is reconciled with the actual tax expense (benefit) as follows: Year Ended December 31, 2016 2015 US federal statutory rate (34.0%) (34.0%) State tax rate, net of federal benefit (4.0%) (4.0%) Permanent differences: Stock based compensation 2.5% 12.3% Adjustments to prior deferred tax balances (0.5%) (20.7%) Change in valuation allowance 36.0% 46.4% Income tax provision (benefit) 0.0% 0.0% |
Going Concern and Management'28
Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Going Concern And Managements Liquidity Plans Details Narrative | |||
Working Capital Deficiency | $ (4,638,304) | ||
Accumulated deficit | (4,270,644) | $ (3,883,190) | $ (3,629,481) |
Net losses | (1,408,203) | (626,682) | |
Net Cash Used in Operating Activities | (116,830) | (548,281) | |
Redeemable preferred stock Series C, aggregate liquidation preference | $ 1,000,000 | $ 1,000,000 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total potentially dilutive shares | 15,132,728 | 20,894,684 |
Stock Option [Member] | ||
Total potentially dilutive shares | 1,294,204 | 5,341,284 |
Warrant [Member] | ||
Total potentially dilutive shares | 7,806,118 | 10,046,198 |
Series B Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 6,032,406 | 5,507,202 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Allowance for doubtful accounts | $ 0 | $ 47,143 |
Website development costs | (13,700) | (17,972) |
Amortization expense | 62,361 | 75,951 |
Unamortized website development costs | 35,901 | 84,562 |
Estimated future amortization expense related to website development costs in 2017 | 24,606 | |
Estimated future amortization expense related to website development costs in 2018 | 4,446 | |
Shipping and handling costs | 1,143,067 | 612,377 |
Amounts recognized in revenues | 388,921 | 251,550 |
Advertising expense | $ 647,053 | $ 508,633 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Property and Equipment, Gross | $ 1,220,222 | $ 1,210,519 | |
Less: accumulated depreciation | (888,463) | (801,271) | |
Property and Equipment, Net | $ 331,759 | 409,248 | |
Computer Software [Member] | |||
Estimates Useful Life | 5 years | ||
Property and Equipment, Gross | $ 230,299 | 230,299 | |
Equipment [Member] | |||
Estimates Useful Life | 15 years | ||
Property and Equipment, Gross | $ 549,365 | 548,156 | |
Office Furniture and Equipment [Member] | |||
Estimates Useful Life | 7 years | ||
Property and Equipment, Gross | $ 98,192 | 95,754 | |
Computer Hardware [Member] | |||
Estimates Useful Life | 5 years | ||
Property and Equipment, Gross | $ 32,992 | 32,992 | |
Leasehold Improvements [Member] | |||
Estimates Useful Life | [1] | 0 years | |
Property and Equipment, Gross | $ 309,374 | $ 303,318 | |
[1] | Lesser of useful life or initial term of lease |
Property and Equipment (Detai32
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property And Equipment Details Narrative | ||
Depreciation expense | $ 87,192 | $ 108,369 |
Accrued Expenses and Other Cu33
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses And Other Current Liabilities Details | ||
Salaries and benefits | $ 110,819 | $ 64,007 |
Dividends payable | 342,233 | 319,854 |
Advertising | 75,000 | 76,639 |
Accrued interest | 44,249 | 44,249 |
Accrued Rent | 51,181 | 49,614 |
Proxy and Solicitation Costs | 130,000 | |
Severance | 232,417 | |
Deferred rent | 0 | 25,852 |
Other | 50,457 | 17,450 |
Total | $ 1,036,356 | $ 597,665 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Notes payable | $ 1,300,000 | $ 991,089 |
Senior Notes [Member] | ||
Notes payable | 1,200,000 | 891,089 |
Promissory Note [Member] | ||
Notes payable | $ 100,000 | $ 100,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Nov. 11, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 11, 2016 | Aug. 27, 2015 | Oct. 30, 2013 |
Notes payable | $ 1,300,000 | $ 991,089 | ||||
Aggregate number of warrants issued | 1,875,000 | |||||
Warrants issued | 375,000 | |||||
Amortization of debt discount | 15,500 | $ 129,767 | ||||
Additional debt discount | $ 1,800 | |||||
Minimum [Member] | ||||||
Warrants issued exercise price | $ 0.35 | $ 0.10 | ||||
Maximum [Member] | ||||||
Warrants issued exercise price | $ 0.12 | $ 0.35 | ||||
Lender [Member] | ||||||
Borrowed loan | $ 1,200,000 | |||||
Interest rate | 8.00% | |||||
Senior Notes [Member] | ||||||
Borrowed loan | $ 308,911 | $ 250,000 | ||||
Notes payable | 1,200,000 | $ 891,089 | ||||
Borrowed and repaid amount | $ 50,000 | |||||
Interest rate | 7.75% | 37.00% | ||||
Unpaid debt | $ 83,766 | |||||
Warrants issued | 750,000 | |||||
Amortization of debt discount | $ 472,100 | $ 69,600 | ||||
Promissory Note [Member] | ||||||
Notes payable | $ 100,000 | 100,000 | ||||
Interest rate | 7.75% | 23.00% | ||||
Aggregate number of warrants issued | 75,000 | |||||
Warrants issued exercise price | $ 0.25 | |||||
Fair value related to warrants | $ 15,500 | |||||
Amortization of debt discount | $ 15,500 | 15,333 | ||||
Promissory Note [Member] | Lender [Member] | ||||||
Notes payable | $ 100,000 | |||||
Senior Notes [Member] | ||||||
Amortization of debt discount | $ 114,434 |
Board of Directors and Manageme
Board of Directors and Management Changes (Details Narrative) - USD ($) | Dec. 31, 2016 | Oct. 11, 2016 | Dec. 31, 2015 |
Annual salary | $ 110,819 | $ 64,007 | |
Proxy and Solicitation Costs | 130,000 | ||
Severance | 232,417 | ||
Accounts Payable and Accrued Expenses | 211,722 | ||
Other Current Liabilities | 392,417 | ||
Mr. Holtmeier's [Member] | |||
Annual salary | 43,750 | $ 175,000 | |
Annual bonus target | 100.00% | ||
Options granted, shares | 125,000 | ||
Options granted, price per share | $ 0.29 | ||
Accounts Payable and Accrued Expenses | 66,950 | ||
Employment Agreement [Member] | |||
Proxy and Solicitation Costs | 578,484 | ||
Severance | $ 276,167 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details) - Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk free interest rate | 1.00% | 1.35% |
Expected volatility | 196.00% | 195.00% |
Weighted average expected life (contractual term) in years | 5 years 6 months | 5 years 6 months |
Maximum [Member] | ||
Risk free interest rate | 2.12% | 2.28% |
Expected volatility | 200.00% | 199.00% |
Weighted average expected life (contractual term) in years | 10 years | 10 years |
Stockholders' Deficiency (Det38
Stockholders' Deficiency (Details 1) - Stock Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Options, outstanding | ||
Outstanding, beginning of period (in shares) | 5,341,284 | 3,944,557 |
Granted | 660,265 | 2,491,200 |
Exercised | (3,108,141) | |
Forfeited | (1,599,204) | (1,094,473) |
Outstanding, end of period (in shares) | 1,294,204 | 5,341,284 |
Exercisable | 804,204 | |
Weighted average exercise price | ||
Outstanding, beginning of period (in dollars per share) | $ 0.70 | $ 1.27 |
Granted | 0.30 | 0.10 |
Exercised | 0.16 | |
Forfeited | 1.73 | 1.40 |
Outstanding, end of period (in dollars per share) | 0.51 | $ 0.70 |
Exercisable | $ 0.76 | |
Weighted Average Remaining Life (in years) Outstanding | 8 years | |
Weighted Average Remaining Life (in years) Exercisable | 7 years 8 months 12 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value Outstanding | $ 145,533 | |
Aggregate Intrinsic Value Exercisable | $ 54,267 |
Stockholders' Deficiency (Det39
Stockholders' Deficiency (Details 2) - Stock Option [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted Average Exercise Price Outstanding | $ 0.51 | $ 0.70 | $ 1.27 |
Outstanding Number of Options | 1,294,204 | 5,341,284 | 3,944,557 |
Weighted Average Exercise Price | $ 0.76 | ||
Options Exercisable Weighted Average Remaining Life In Years | 7 years 8 months 12 days | ||
Exercisable Number of Options | 804,204 | ||
$0.09 - $0.12 | |||
Weighted Average Exercise Price Outstanding | $ 0.10 | ||
Outstanding Number of Options | 786,667 | ||
Weighted Average Exercise Price | $ 0.11 | ||
Options Exercisable Weighted Average Remaining Life In Years | 8 years 6 months | ||
Exercisable Number of Options | 296,667 | ||
$0.25 - $0.35 | |||
Weighted Average Exercise Price Outstanding | $ 0.32 | ||
Outstanding Number of Options | 262,087 | ||
Weighted Average Exercise Price | $ 0.32 | ||
Options Exercisable Weighted Average Remaining Life In Years | 9 years 9 months 18 days | ||
Exercisable Number of Options | 262,087 | ||
$0.53 - $1.60 | |||
Weighted Average Exercise Price Outstanding | $ 0.87 | ||
Outstanding Number of Options | 188,450 | ||
Weighted Average Exercise Price | $ 0.87 | ||
Options Exercisable Weighted Average Remaining Life In Years | 4 years 3 months 18 days | ||
Exercisable Number of Options | 188,450 | ||
$4.10 - $6.99 | |||
Weighted Average Exercise Price Outstanding | $ 5.80 | ||
Outstanding Number of Options | 57,000 | ||
Weighted Average Exercise Price | $ 5.80 | ||
Options Exercisable Weighted Average Remaining Life In Years | 5 years 1 month 6 days | ||
Exercisable Number of Options | 57,000 | ||
$0.09 - $6.99 | |||
Weighted Average Exercise Price Outstanding | $ 0.51 | ||
Outstanding Number of Options | 1,294,204 | ||
Weighted Average Exercise Price | $ 0.76 | ||
Options Exercisable Weighted Average Remaining Life In Years | 7 years 8 months 12 days | ||
Exercisable Number of Options | 804,204 |
Stockholders' Deficiency (Det40
Stockholders' Deficiency (Details 3) - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Risk free interest rate | 1.58% | |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 200.00% | |
Contractual term in years | 5 years | |
Minimum [Member] | ||
Risk free interest rate | 1.22% | |
Expected volatility | 194.00% | |
Contractual term in years | 2 years 10 months 24 days | |
Maximum [Member] | ||
Risk free interest rate | 1.75% | |
Expected volatility | 197.00% | |
Contractual term in years | 7 years 6 months |
Stockholders' Deficiency (Det41
Stockholders' Deficiency (Details 4) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Warrants, outstanding | ||
Outstanding, beginning of period (in shares) | 10,046,198 | 9,339,044 |
Granted | 75,000 | 887,430 |
Exercised | (1,795,080) | (137,430) |
Forfeited | (520,000) | (42,846) |
Outstanding, end of period (in shares) | 7,806,118 | 10,046,198 |
Exercisable | 7,806,118 | |
Weighted average exercise price | ||
Outstanding, beginning of period (in dollars per share) | $ 0.41 | $ 0.45 |
Granted | 0.25 | 0.10 |
Exercised | 0.13 | 0.09 |
Forfeited | 2.90 | 3 |
Outstanding, end of period (in dollars per share) | 0.30 | $ 0.41 |
Exercisable | $ 0.30 | |
Weighted Average Remaining Life (in years) Outstanding | 2 years 4 months 24 days | |
Weighted Average Remaining Life (in years) Exercisable | 2 years 4 months 24 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value Outstanding | $ 91,257 | |
Aggregate Intrinsic Value Exercisable | $ 91,257 |
Stockholders' Deficiency (Det42
Stockholders' Deficiency (Details 5) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted Average Exercise Price Outstanding | $ 0.30 | $ 0.41 | $ 0.45 |
Outstanding Number of Warrants | 7,806,118 | 10,046,198 | 9,339,044 |
Weighted Average Exercise Price Exercisable | $ 0.30 | ||
Weighted Average Remaining Years of Contractual Life | 2 years 4 months 24 days | ||
Exercisable Number of Warrant | 7,806,118 | ||
$0.15 - $0.25 | |||
Weighted Average Exercise Price Outstanding | $ 0.25 | ||
Outstanding Number of Warrants | 2,116,120 | ||
Weighted Average Exercise Price Exercisable | $ 0.25 | ||
Weighted Average Remaining Years of Contractual Life | 1 year 8 months 12 days | ||
Exercisable Number of Warrant | 2,116,120 | ||
$0.30 - $0.35 | |||
Weighted Average Exercise Price Outstanding | $ 0.30 | ||
Outstanding Number of Warrants | 5,659,998 | ||
Weighted Average Exercise Price Exercisable | $ 0.30 | ||
Weighted Average Remaining Years of Contractual Life | 2 years 8 months 12 days | ||
Exercisable Number of Warrant | 5,659,998 | ||
$ 4.95 | |||
Weighted Average Exercise Price Outstanding | $ 4.95 | ||
Outstanding Number of Warrants | 30,000 | ||
Weighted Average Exercise Price Exercisable | $ 4.95 | ||
Weighted Average Remaining Years of Contractual Life | 9 months 18 days | ||
Exercisable Number of Warrant | 30,000 | ||
$0.15 - $4.95 | |||
Weighted Average Exercise Price Outstanding | $ 0.30 | ||
Outstanding Number of Warrants | 7,806,118 | ||
Weighted Average Exercise Price Exercisable | $ 0.30 | ||
Weighted Average Remaining Years of Contractual Life | 2 years 4 months 24 days | ||
Exercisable Number of Warrant | 7,806,118 |
Stockholders' Deficiency (Det43
Stockholders' Deficiency (Details Narrative) - USD ($) | Apr. 03, 2015 | Jul. 28, 2016 | Aug. 25, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Jan. 03, 2016 | Dec. 21, 2015 | Oct. 17, 2011 |
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Common stock, authorized | 100,000,000 | 100,000,000 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | |||||||
Series A Convertible preferred stock, shares designated | 200,000 | 200,000 | |||||||
Series A Convertible preferred stock, shares available to be issued | 44,443 | 44,443 | |||||||
Series A Convertible preferred stock, shares outstanding | 0 | 0 | |||||||
Series B Convertible preferred stock, shares designated | 625,000 | 625,000 | |||||||
Redeemable preferred stock Series C, par value | 0.001 | 0.001 | |||||||
Redeemable preferred stock Series C, shares designated | 10,000 | 10,000 | |||||||
Common stock purchased | 2,141,339 | ||||||||
Selling, General And Administrative Expenses | $ 327,202 | $ 308,026 | |||||||
Stock-based compensation expense, unamortized | $ 327,202 | $ 320,366 | |||||||
Weighted Average Remaining Period | 1 year 6 months | ||||||||
Weighted Average Annual Rate | 5.00% | 3.00% | |||||||
Stock-based compensation expense | $ 36,291 | ||||||||
Proceeds from allocation of preferred stock | $ 3,199,689 | ||||||||
Issuance of series B preferred stock | 422,315 | ||||||||
Per share price of series B preferred stock | $ 9.45 | ||||||||
Net debt due to series B preferred stock | $ 1,000,000 | ||||||||
Options term | 10 years | ||||||||
Options vesting period, minimum | 0 years | ||||||||
Options vesting period, maximum | 3 years | ||||||||
Consultants [Member] | |||||||||
Common stock purchased | 349,861 | ||||||||
Selling, General And Administrative Expenses | $ 322 | ||||||||
Employees And Directors [Member] | |||||||||
Common stock purchased | 2,141,339 | ||||||||
Series C Preferred Stock [Member] | |||||||||
Shares issued | 10,000 | ||||||||
Shares issued value | $ 1,000,000 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Preferred stock, par value | $ 0.66 | ||||||||
Preferred Stock, Dividend Rate, Percentage | 7.00% | ||||||||
Incremental shares value | $ 8,696,723 | ||||||||
Common stock issuable | 3,445,611 | ||||||||
Converted shares | 11.66 | 11.39 | |||||||
Shares issued | 33,847 | ||||||||
Shares issued value | $ 320,000 | ||||||||
Accrual of contractual dividends on Series B convertible preferred stock | $ 342,233 | $ 319,853 | |||||||
Dellave Holdings LLC [Member] | |||||||||
Shares issued | 2,253,528 | ||||||||
Extinguishment of accounts payable | $ 698,594 | ||||||||
Closing price | $ 0.31 | ||||||||
Aggregate grant date value | $ 698,594 | ||||||||
Former Employee [Member] | |||||||||
Shares issued | 94,779 | ||||||||
Warrants to purchase to purchase common shares | 137,430 | ||||||||
Exercise price | $ 0.09 | ||||||||
Aggregate grant date value | $ 12,018 | ||||||||
directors, employees, and consultants [Member] | |||||||||
Common stock purchased | 660,265 | ||||||||
Minimum [Member] | Consultants [Member] | |||||||||
Weighted Average Fair Value | $ 0.09 | ||||||||
Minimum [Member] | Employees And Directors [Member] | |||||||||
Weighted Average Fair Value | 0.09 | ||||||||
Minimum [Member] | Former Employee [Member] | |||||||||
Weighted Average Fair Value | $ 0.25 | ||||||||
Minimum [Member] | directors, employees, and consultants [Member] | |||||||||
Weighted Average Fair Value | $ 0.24 | ||||||||
Maximum [Member] | Consultants [Member] | |||||||||
Weighted Average Fair Value | 0.12 | ||||||||
Maximum [Member] | Employees And Directors [Member] | |||||||||
Weighted Average Fair Value | $ 0.15 | ||||||||
Maximum [Member] | Former Employee [Member] | |||||||||
Weighted Average Fair Value | $ 0.09 | ||||||||
Maximum [Member] | directors, employees, and consultants [Member] | |||||||||
Weighted Average Fair Value | $ 0.35 | ||||||||
Warrant [Member] | |||||||||
Shares issued | 1,155,179 | 97,449 | |||||||
Warrants to purchase to purchase common shares | 1,795,080 | 137,430 | |||||||
Exercise price | $ 0.09 | ||||||||
Intrinsic value of the warrants exercised | $ 414,176 | ||||||||
Stock option exercise price | $ 0.30 | ||||||||
Proceeds from allocation of preferred stock | $ 791,188 | ||||||||
Issuance of series B preferred stock | 365,265 | ||||||||
Beneficial conversion feature | $ 1,666,967 | ||||||||
Warrant [Member] | Minimum [Member] | |||||||||
Stock option exercise price | $ 0.10 | ||||||||
Warrant [Member] | Maximum [Member] | |||||||||
Stock option exercise price | 0.15 | ||||||||
Stock Option [Member] | |||||||||
Shares issued | 1,492,078 | ||||||||
Weighted Average Fair Value | $ 0.10 | ||||||||
Aggregate shares of Common Stock | 1,492,078 | ||||||||
Exercise options to purchase | 16,666 | ||||||||
Exercise options to proceeds | $ 1,833 | ||||||||
Stock option exercise price | $ 0.76 | ||||||||
Stock Option [Member] | Minimum [Member] | |||||||||
Weighted average forfeited shares | 3.00% | 3.00% | |||||||
Weighted Average Fair Value | $ 0.09 | $ 0.30 | |||||||
Intrinsic value of the options exercised | $ 480,041 | ||||||||
Stock option exercise price | $ 0.09 | ||||||||
2014 Equity Incentive Plan [Member] | |||||||||
Common stock, authorized | 6,000,000 | ||||||||
Maximum shares issuable | 1,500,000 | ||||||||
Maximum shares issuable without subject to performance | $ 1,200,000 | ||||||||
Common stock issuable | 6,000,000 | ||||||||
Incentive Compensation / Stock Option Plans [Member] | |||||||||
Maximum shares issuable | 250,000 | ||||||||
Amount paid out as performance units in any 12-month performance period | $ 2,000,000 | ||||||||
Amount paid out as performance units greater than 12-month performance period | $ 4,000,000 | ||||||||
Common stock issuable | 2,881,425 |
Commitments and Contingent Li44
Commitments and Contingent Liabilities (Details) | Dec. 31, 2016USD ($) |
Commitments And Contingent Liabilities Details | |
2,017 | $ 79,783 |
2,018 | 82,633 |
2,019 | 85,482 |
Total future minimum lease payments | $ 247,898 |
Commitments and Contingent Li45
Commitments and Contingent Liabilities (Details Narrative) - USD ($) | Jun. 07, 2013 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 15, 2016 | Jul. 20, 2016 | May 13, 2016 | May 09, 2016 | Aug. 01, 2015 | Sep. 29, 2014 | May 15, 2013 | Feb. 09, 2012 |
Deferred rent payable | $ 25,852 | $ 0 | $ 25,852 | |||||||||||||
Accrued expenses and other liabilities | 50,863 | |||||||||||||||
Monthly rent | $ 1,000 | $ 9,948 | $ 4,868 | $ 7,124 | $ 6,886 | $ 6,649 | 5,462 | |||||||||
Rent Expense | 69,819 | 106,833 | ||||||||||||||
Present value of the remaining lease payments | 51,181 | |||||||||||||||
Administrative expense | $ 135,000 | $ 15,000 | ||||||||||||||
Outstanding consulting fees and expenses | $ 55,000 | |||||||||||||||
Settlement agreement monthly installments | $ 3,234 | $ 4,099 | $ 25,000 | |||||||||||||
Violations and future licensing of patents | $ 11,000 | |||||||||||||||
Plaintiff [Member] | ||||||||||||||||
Accrued Professional Fees | $ 936,777 | |||||||||||||||
Former Stockholders [Member] | ||||||||||||||||
Options to purchase | 233,332 | |||||||||||||||
Exercise price | $ 2 | |||||||||||||||
Expert report on damages, value | $ 2,086,000 | |||||||||||||||
Settelment amount | $ 150,000 | |||||||||||||||
Employment Agreement [Member] | ||||||||||||||||
Base salary | $ 175,000 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts payable-trade | $ 936,777 | |
Supplier 1 [Member] | ||
Concentration Inventory Purchases Percentage | 43.00% | 63.00% |
Supplier 2 [Member] | ||
Concentration Inventory Purchases Percentage | 17.00% | 11.00% |
Supplier 3 [Member] | ||
Concentration Inventory Purchases Percentage | 16.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Aug. 15, 2013 | Nov. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 15, 2016 | Aug. 01, 2015 | Sep. 29, 2014 |
Consulting and other expenses | $ 10,000 | $ 100,000 | $ 21,110 | ||||||
Estimated value of collateral | 0 | (2,143) | |||||||
Advance from related party | $ 56,000 | $ 40,000 | |||||||
Maturity date | Nov. 7, 2013 | May 31, 2014 | Dec. 31, 2013 | ||||||
Principal payment | 31,000 | $ 5,000 | |||||||
Payment to related party | $ 7,000 | ||||||||
Remaining balance of note | $ 49,000 | $ 42,095 | |||||||
Interest rate | 10.00% | ||||||||
Settlement agreement monthly installments | $ 3,234 | $ 4,099 | $ 25,000 | ||||||
Interest expense | 119,027 | 208,147 | |||||||
Conversion of accounts payable to notes payable - related party | 77,606 | ||||||||
Selling, general and administrative expenses | 8,026,636 | 4,890,280 | |||||||
Costs under the agreement | 49,376 | ||||||||
Website development costs | (13,700) | (17,972) | |||||||
On August 15, 2013 [Member] | |||||||||
Principal payment | 23,889 | 18,206 | |||||||
Interest expense | 702 | $ 2,868 | |||||||
Selling, general and administrative expenses | $ 44,343 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Federal: | ||
Current | ||
Deferred | (453,586) | (269,394) |
State and local: | ||
Current | ||
Deferred | (53,684) | (291,015) |
Total | (507,270) | (291,015) |
Change in valuation allowance | 502,270 | 291,015 |
Income tax provision (benefit) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 6,098,963 | $ 5,585,989 |
Stock-based compensation | 700,295 | 767,443 |
Inventory reserves | 8,842 | 8,800 |
Allowance for bad debt | 17,915 | |
Deferred Revenue | 3,318 | 2,575 |
Deferred Rent | 9,824 | |
Contingent Liability | 1,910 | |
Charitable contribution carryforwards | 2,711 | 5,772 |
Accruals | 104,397 | 22,491 |
Total deferred tax assets | 6,918,526 | 6,422,719 |
Valuation allowance | (6,886,459) | (6,379,189) |
Deferred tax assets, net of valuation allowance | 32,067 | 43,530 |
Deferred tax liabilities: | ||
Property and equipment | (32,599) | (29,881) |
Web Development | 532 | (13,649) |
Deferred tax liabilities | (32,067) | (43,530) |
Net deferred tax assets | ||
Change in valuation allowance | $ 502,270 | $ 291,015 |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Details 2 | ||
US federal statutory rate | (34.00%) | (34.00%) |
State tax rate, net of federal benefit | (4.00%) | (4.00%) |
Permanent differences | ||
Stock based compensation | 2.50% | 12.30% |
Adjustments to prior deferred tax balances | (0.50%) | (20.70%) |
Change in valuation allowance | 36.00% | 46.40% |
Income tax provision (benefit) | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Details Narrative | ||
Federal net operating loss carry forwards | $ 16,821,182 | $ 15,464,258 |
State net operating loss carry forwards | $ 9,494,025 | $ 8,137,101 |
Federal net operating loss carry forwards expiry period | 2027 to 2036 | 2027 to 2035 |
State net operating loss carry forwards expiry period | 2,031 | 2,031 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 15, 2017 | Feb. 28, 2017 | Jan. 18, 2017 | Dec. 31, 2016 | Oct. 15, 2016 | Oct. 11, 2016 | Dec. 31, 2015 | Aug. 01, 2015 | Sep. 29, 2014 |
Annual salary | $ 110,819 | $ 64,007 | |||||||
Accounts Payable and Accrued Expenses | 211,722 | ||||||||
Settlement agreement monthly installments | $ 3,234 | $ 4,099 | $ 25,000 | ||||||
Accrued liability | 190,000 | ||||||||
Contribution of equipment by former employee under investigation | $ 100,000 | ||||||||
Mr. Holtmeier's [Member] | |||||||||
Annual salary | 43,750 | $ 175,000 | |||||||
Accounts Payable and Accrued Expenses | $ 66,950 | ||||||||
Mr. Pauly [Member] | |||||||||
Annual salary | $ 100,000 | ||||||||
Mr. Dhadphale [Member] | |||||||||
Settlement Agreement return agreed to pay | $ 200,000 | ||||||||
Settlement agreement monthly installments | 30,000 | ||||||||
Remaining agreement value | $ 170,000 |