Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 17, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | PRESSURE BIOSCIENCES INC | ||
Entity Central Index Key | 830,656 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 10,076,490 | ||
Entity Common Stock, Shares Outstanding | 31,639,839 | ||
Trading Symbol | PBIO | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 138,363 | $ 116,783 |
Accounts receivable, net of $28,169 reserve at December 31, 2016 and $0 at December 31, 2015 | 281,320 | 113,256 |
Inventories, net of $20,000 reserve at December 31, 2016 and $50,000 at December 31, 2015 | 905,284 | 1,038,371 |
Prepaid income taxes | 7,405 | 7,381 |
Prepaid expenses and other current assets | 258,103 | 213,926 |
Total current assets | 1,590,475 | 1,489,717 |
Investment in available-for-sale equity securities | 25,865 | 294,522 |
Property and equipment, net | 9,413 | 20,149 |
TOTAL ASSETS | 1,625,753 | 1,804,388 |
CURRENT LIABILITIES | ||
Accounts payable | 407,249 | 941,389 |
Accrued employee compensation | 249,596 | 176,009 |
Accrued professional fees and other | 956,884 | 821,088 |
Deferred revenue | 159,654 | 140,878 |
Revolving note payable, net of unamortized debt discounts of $637,030 and $0, respectively | 612,970 | |
Convertible debt, net of unamortized discounts of $2,235,839 and $0, respectively | 4,005,702 | 100,000 |
Other debt, net of unamortized discounts of $380 and $3,041, respectively | 238,157 | 151,628 |
Warrant derivative liabilities | 1,685,108 | 3,295,976 |
Conversion option derivative liabilities | 951,059 | 3,940,791 |
Total current liabilities | 9,266,379 | 9,567,759 |
LONG TERM LIABILITIES | ||
Related party convertible debt, net of unamortized debt discounts of $165,611 and $0, respectively | 125,523 | |
Convertible debt, net of unamortized discounts of $740,628 and $5,223,658, respectively | 529,742 | 177,342 |
Deferred revenue | 87,527 | 36,935 |
TOTAL LIABILITIES | 10,009,171 | 9,782,036 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 30,999,839 and 23,004,898 shares issued and outstanding on December 31, 2016 and 2015, respectively | 309,998 | 230,050 |
Warrants to acquire common stock | 6,325,102 | 5,416,681 |
Additional paid-in capital | 27,244,600 | 26,036,733 |
Accumulated other comprehensive loss | (105,025) | |
Accumulated deficit | (42,264,190) | (39,557,206) |
Total stockholders' deficit | (8,383,418) | (7,977,648) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,625,753 | 1,804,388 |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | 3 | 3 |
Series G Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | 866 | 866 |
Series H Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | 100 | 100 |
Series H2 Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | ||
Series J Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | 35 | 36 |
Series K Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | $ 68 | $ 114 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts receivable, reserve | $ 28,169 | $ 0 |
Inventories reserve | 20,000 | 50,000 |
Revolving note payable, unamortized discount | 637,030 | 0 |
Convertible debt, current unamortized discounts | 2,235,839 | 0 |
Other debt, unamortized discounts net | 380 | 3,041 |
Convertible debt related party unamortized debt discount net | 165,611 | 0 |
Convertible debt, non current unamortized discounts | $ 740,628 | $ 5,223,658 |
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares issued | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,999,839 | 23,004,898 |
Common stock, shares outstanding | 30,999,839 | 23,004,898 |
Series D Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ .01 | $ .01 |
Convertible preferred stock, authorized | 850 | 850 |
Convertible preferred stock, shares issued | 300 | 300 |
Convertible preferred stock, shares outstanding | 300 | 300 |
Convertible preferred stock, liquidation value | $ 300,000 | $ 300,000 |
Series G Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 240,000 | 240,000 |
Convertible preferred stock, shares issued | 86,570 | 86,570 |
Convertible preferred stock, shares outstanding | 86,570 | 86,570 |
Series H Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 10,000 | 10,000 |
Convertible preferred stock, shares issued | 10,000 | 10,000 |
Convertible preferred stock, shares outstanding | 10,000 | 10,000 |
Series H2 Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 21 | 21 |
Convertible preferred stock, shares issued | 21 | 21 |
Convertible preferred stock, shares outstanding | 21 | 21 |
Series J Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 6,250 | 6,250 |
Convertible preferred stock, shares issued | 3,521 | 3,546 |
Convertible preferred stock, shares outstanding | 3,521 | 3,546 |
Series K Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 15,000 | 15,000 |
Convertible preferred stock, shares issued | 6,816 | 11,416 |
Convertible preferred stock, shares outstanding | 6,816 | 11,416 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | ||
Products, services, other | $ 1,794,749 | $ 1,409,991 |
Grant revenue | 181,738 | 387,700 |
Total revenue | 1,976,487 | 1,797,691 |
Costs and expenses: | ||
Cost of products and services | 834,012 | 609,054 |
Research and development | 1,183,011 | 1,105,295 |
Selling and marketing | 872,365 | 745,574 |
General and administrative | 2,822,752 | 2,902,950 |
Total operating costs and expenses | 5,712,140 | 5,362,873 |
Operating loss | (3,735,653) | (3,565,182) |
Other (expense) income: | ||
Interest expense | (4,501,186) | (4,146,416) |
Other expense | (1,112) | (36,879) |
Impairment loss on investment | (373,682) | |
Gain on extinguishment of embedded derivative liabilities | 2,555,180 | |
Change in fair value of derivative liabilities | 5,904,649 | (2,222,001) |
Total other (expense) income | 1,028,669 | (3,850,116) |
Net loss | (2,706,984) | (7,415,298) |
Accrued dividends on convertible preferred stock | (23,194) | |
Net loss applicable to common shareholders | $ (2,706,984) | $ (7,438,492) |
Net loss per share attributable to common stockholders - basic and diluted | $ (0.10) | $ (0.36) |
Weighted average common stock shares outstanding used in the basic and diluted net loss per share calculation | 27,339,362 | 20,726,205 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Comprehensive Loss | ||
Net loss | $ (2,706,984) | $ (7,415,298) |
Other comprehensive loss | ||
Unrealized loss on marketable securities | 105,025 | (105,025) |
Comprehensive loss | $ (2,601,959) | $ (7,520,323) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Series D Preferred Stock [Member] | Series G Preferred Stock [Member] | Series H Preferred Stock [Member] | Series H(2) Preferred Stock [Member] | Series J Preferred Stock [Member] | Series K Preferred Stock [Member] | Common Stock [Member] | Stock Warrants [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2014 | $ 3 | $ 866 | $ 100 | $ 36 | $ 114 | $ 186,734 | $ 5,253,566 | $ 24,617,564 | $ (32,118,714) | $ (2,059,731) | ||
Balance, shares at Dec. 31, 2014 | 300 | 86,570 | 10,000 | 21 | 3,546 | 11,416 | 18,673,390 | |||||
Stock-based compensation | 208,989 | 208,989 | ||||||||||
Issuance of common stock for services | $ 17,551 | 439,479 | $ 457,030 | |||||||||
Issuance of common stock for services, shares | 1,755,091 | 1,755,091 | ||||||||||
Warrant revaluation | 69,627 | $ 69,627 | ||||||||||
Stock exchange with Everest Investments | $ 10,000 | 389,547 | 399,547 | |||||||||
Stock exchange with Everest Investments, shares | 1,000,000 | |||||||||||
Issuance of warrants for services | 93,488 | 93,488 | ||||||||||
Conversion of debt and interest for commons stock | $ 15,765 | 381,154 | $ 396,919 | |||||||||
Conversion of debt and interest for commons stock, shares | 1,576,417 | (382,054) | ||||||||||
Dividends earned | (23,194) | $ (23,194) | ||||||||||
Unrealized loss on investments, net of tax | (105,025) | (105,025) | ||||||||||
Stock issued with debt | $ 58,919 | |||||||||||
Stock issued with debt, shares | 235,676 | |||||||||||
Net loss | (7,415,298) | $ (7,415,298) | ||||||||||
Balance at Dec. 31, 2015 | $ 3 | $ 866 | $ 100 | $ 36 | $ 114 | $ 230,050 | 5,416,681 | 26,036,733 | (105,025) | (39,557,206) | (7,977,648) | |
Balance, shares at Dec. 31, 2015 | 300 | 86,570 | 10,000 | 21 | 3,546 | 11,416 | 23,004,898 | |||||
Stock-based compensation | 379,964 | 379,964 | ||||||||||
Issuance of common stock for services | $ 7,550 | 325,146 | 332,696 | |||||||||
Issuance of common stock for services, shares | 755,000 | |||||||||||
Issuance of warrants for services | 84,735 | 84,735 | ||||||||||
Conversion of debt and interest for commons stock | $ 4,208 | 113,629 | $ 117,837 | |||||||||
Conversion of debt and interest for commons stock, shares | 420,849 | (100,000) | ||||||||||
Dividends earned | $ (23,194) | |||||||||||
Unrealized loss on investments, net of tax | 105,025 | 105,025 | ||||||||||
Warrant exercise | $ 230 | (11,100) | 10,870 | |||||||||
Warrant exercise, shares | 22,996 | |||||||||||
Conversion of Series J convertible preferred stock | $ (1) | $ 250 | (249) | |||||||||
Conversion of Series J convertible preferred stock, shares | (25) | 25,000 | ||||||||||
Conversion of Series K convertible preferred stock | $ (46) | $ 46,000 | (45,954) | |||||||||
Conversion of Series K convertible preferred stock, shares | (4,600) | 4,600,000 | ||||||||||
Issuance of common stock for dividends paid-in-kind | $ 2,485 | 61,370 | 63,855 | |||||||||
Issuance of common stock for dividends paid-in-kind, shares | 248,547 | |||||||||||
Common stock offering | $ 15,250 | 315,301 | 279,449 | 610,000 | ||||||||
Common stock offering, shares | 1,525,000 | |||||||||||
Offering costs for issuance of common stock | (79,035) | (79,035) | ||||||||||
Stock issued with debt | $ 3,975 | 141,956 | 145,931 | |||||||||
Stock issued with debt, shares | 397,549 | |||||||||||
Warrants issued with debt | 519,485 | 519,485 | ||||||||||
Beneficial conversion feature | 20,721 | 20,721 | ||||||||||
Net loss | (2,706,984) | (2,706,984) | ||||||||||
Balance at Dec. 31, 2016 | $ 3 | $ 866 | $ 100 | $ 35 | $ 68 | $ 309,998 | $ 6,325,102 | $ 27,244,600 | $ (42,264,190) | $ (8,383,418) | ||
Balance, shares at Dec. 31, 2016 | 300 | 86,570 | 10,000 | 21 | 3,521 | 6,816 | 30,999,839 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,706,984) | $ (7,415,298) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 17,939 | 25,288 |
Provision for bad debts | 28,169 | |
Accretion of interest and amortization of debt discount | 4,003,485 | 2,989,765 |
Penalty interest added to debt principal | 41,200 | |
Gain on settlement of debt | (5,044) | |
Stock-based compensation expense | 379,964 | 208,989 |
Warrant expense | 84,735 | 163,115 |
Amortization of third party fees paid in common stock | 332,696 | 457,030 |
Impairment loss on investment | 373,682 | |
Gain on extinguishment of embedded derivative liabilities | (2,555,180) | |
Change in fair value of derivative liabilities | (5,904,649) | 2,222,001 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (196,233) | 158,766 |
Inventories | 133,087 | (187,820) |
Prepaid expenses and other assets | (44,201) | (15,722) |
Accounts payable | (534,140) | (94,392) |
Accrued employee compensation | 73,587 | 18,662 |
Deferred revenue and other accrued expenses | 116,856 | 205,050 |
Net cash used in operating activities | (3,805,851) | (3,819,746) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property plant and equipment | (7,203) | (9,412) |
Net cash used in investing activities | (7,203) | (9,412) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from related party debt | 116,667 | 6,300 |
Payment of related party debt | (20,000) | (12,300) |
Net proceeds from revolving note payable | 1,133,500 | |
Net proceeds from convertible debt | 2,105,420 | 5,558,537 |
Payments on convertible debt | (107,000) | (2,653,990) |
Net proceeds from non-convertible debt | 1,022,784 | 1,257,418 |
Payments on non-convertible debt | (947,702) | (587,949) |
Net proceeds from the issuance of common stock | 530,965 | |
Payment of accrued prepayment penalty | (96,023) | |
Net cash provided by financing activities | 3,834,634 | 3,471,993 |
NET INCREASE (DECREASE) IN CASH | 21,580 | (357,165) |
CASH AT BEGINNING OF YEAR | 116,783 | 473,948 |
CASH AT END OF PERIOD | 138,363 | 116,783 |
SUPPLEMENTAL INFORMATION | ||
Interest paid in cash | 260,979 | 1,072,900 |
Income taxes paid in cash | ||
NON CASH TRANSACTIONS: | ||
Shares issued for conversion of debt and interest | 117,837 | 396,919 |
Cashless exercise of warrants | 11,100 | |
Discount due to beneficial conversion feature | 20,721 | |
Discount due to warrants issued with debt | 519,485 | |
Common stock issued with debt | 104,731 | |
Common stock issued to settle non-convertible debt | 41,200 | |
Conversion of preferred stock and accrued dividends into common stock | 63,902 | |
Accrued dividends on preferred stock | 23,194 | |
Issuance of common stock for investment in available-for-sale equity securities | 399,547 | |
Unrealized loss from available-for-sale equity securities | 105,025 | |
Debt discount from derivative liability | 1,304,049 | 6,819,730 |
Debt discount related to accrual of one-time interest | 170,000 | |
Extension fees added to principal | 84,000 | |
Prepayment penalty and accrued interest enrolled into debt principal | 48,950 | |
Reversal of accumulated other comprehensive income to impairment loss on investment | $ 105,025 |
Business Overview
Business Overview | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | (1) Business Overview Pressure Biosciences, Inc. (“we”, “our”, “the Company”) is focused on solving the challenging problems inherent in biological sample preparation, a crucial laboratory step performed by scientists worldwide working in biological life sciences research. Sample preparation is a term that refers to a wide range of activities that precede most forms of scientific analysis. Sample preparation is often complex, time-consuming, and in our belief, one of the most error-prone steps of scientific research. It is a widely-used laboratory undertaking, the requirements of which drive what we believe is a large and growing worldwide market. We have developed and patented a novel, enabling technology platform that can control the sample preparation process. It is based on harnessing the unique properties of high hydrostatic pressure. This process, called pressure cycling technology, or PCT, uses alternating cycles of hydrostatic pressure between ambient and ultra-high levels (35,000 psi or greater) to safely, conveniently and reproducibly control the actions of molecules in biological samples, such as cells and tissues from human, animal, plant, and microbial sources. Our pressure cycling technology uses internally developed instrumentation that is capable of cycling pressure between ambient and ultra-high levels - at controlled temperatures and specific time intervals - to rapidly and repeatedly control the interactions of bio-molecules, such as DNA, RNA, proteins, lipids, and small molecules. Our laboratory instrument, the Barocycler®®, and our internally developed consumables product line, including PULSE® (Pressure Used to Lyse Samples for Extraction) Tubes, other processing tubes, and application specific kits (which include consumable products and reagents) together make up our PCT Sample Preparation System, or PCT SPS. In 2015, together with an investment bank, we formed a subsidiary called Pressure BioSciences Europe (“PBI Europe”) in Poland. We have 49% ownership interest with the investment bank retaining 51%. As of now, PBI Europe does not have any operating activities and we cannot reasonably predict when operations will commence. Therefore, we do not have control of the subsidiary and did not consolidate in our financial statements. PBI Europe did not have any operations in 2016 or in 2015. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | (2) Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, we have experienced negative cash flows from operations with respect to our pressure cycling technology business since our inception. As of December 31, 2016, we do not have adequate working capital resources to satisfy our current liabilities and as a result, there is substantial doubt regarding our ability to continue as a going concern. We have been successful in raising cash through debt and equity offerings in the past and as described in Notes 8 and 9, completed debt financing subsequent to December 31, 2016. We have financing efforts in place to continue to raise cash through debt and equity offerings. Management has developed a plan to continue operations. This plan includes obtaining equity or debt financing. During the year ended December 31, 2016 we received $4,378,371 net proceeds, in additional convertible and non-convertible debt. Although we have successfully completed financings and reduced expenses in the past, we cannot assure you that our plans to address these matters in the future will be successful. We need substantial additional capital to fund normal operations in future periods. In the event that we are unable to obtain financing on acceptable terms, or at all, we will likely be required to cease our operations, pursue a plan to sell our operating assets, or otherwise modify our business strategy, which could materially harm our future business prospects. These financial statements do not include any adjustments that might result from this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (3) Summary of Significant Accounting Policies i. Principles of Consolidation The consolidated financial statements include the accounts of Pressure BioSciences, Inc., and its wholly-owned subsidiary PBI BioSeq, Inc. All intercompany accounts and transactions have been eliminated in consolidation. ii. Use of Estimates To prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, we are required to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In addition, significant estimates were made in projecting future cash flows to quantify impairment of assets, deferred tax assets, the costs associated with fulfilling our warranty obligations for the instruments that we sell, and the estimates employed in our calculation of fair value of stock options awarded, beneficial conversion features and derivative liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from the estimates and assumptions used. iii. Revenue Recognition Revenue is recognized when realized or when realizable and earned when all the following criteria have been met: persuasive evidence of an arrangement exists; goods were shipped, delivery of service has occurred and risk of loss has passed to the customer; the seller’s price to the buyer is fixed or determinable; and collectability is reasonably assured. Our current instruments, the Barocycler NEP3229 and NEP2320, require a basic level of instrumentation expertise to set-up for initial operation. To support a favorable first experience for our customers, upon customer request and for an additional fee, we will send a highly trained technical representative to the customer site to install Barocyclers that we sell, lease, or rent through our domestic sales force. The installation process includes uncrating and setting up the instrument, followed by introductory user training. Product revenue related to current Barocycler instrumentation is recognized upon shipment of the unit, or in the case where the customer requests installation and training, the completion of the installation and introductory training process of the instrumentation at the customer location, for domestic installations. Product revenue related to sales of PCT instrumentation to our foreign distributors is recognized upon shipment through a common carrier. We provide for the expected costs of warranty upon the recognition of revenue for the sales of our instrumentation. Our sales arrangements do not provide our customers with a right of return. Product revenue related to the HUB440 and our consumable products such as PULSE Tubes, MicroTubes, and application specific kits is recorded upon shipment through a common carrier. Shipping costs are included in sales and marketing expense. Any shipping costs billed to customers are recognized as revenue. The Company applies ASC 845, “Accounting for Non-Monetary Transactions”, to account for products and services sold through non-cash transactions based on the fair values of the products and services involved, where such values can be determined. Non-cash exchanges would require revenue to be recognized at recorded cost or carrying value of the assets or services sold if any of the following conditions apply: a) The fair value of the asset or service involved is not determinable. b) The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange. c) The transaction lacks commercial substance. The Company currently records revenue for its non-cash transactions at recorded cost or carrying value of the assets or services sold. We account for our lease agreements under the operating method. We record revenue over the life of the lease term and we record depreciation expense on a straight-line basis over the thirty-six month estimated useful life of the Barocycler instrument. The depreciation expense associated with assets under lease agreement is included in the “Cost of PCT products and services” line item in our consolidated statements of operations. Many of our lease and rental agreements allow the lessee to purchase the instrument at any point during the term of the agreement with partial or full credit for payments previously made. We pay all maintenance costs associated with the instrument during the term of the leases. Revenue from government grants is recorded when qualifying expenses are incurred under the grant in accordance with the terms of the grant award. Deferred revenue represents amounts received from grants and the Company’s service contracts for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue represents the amount to be recognized within one year from the balance sheet date based on the estimated performance period of the underlying deliverables. Revenue from service contracts is recorded ratably over the length of the contract. Our transactions sometimes involve multiple elements (i.e., products and services). Revenue under multiple element arrangements is recognized in accordance with FASB ASC 605-25 Multiple-Element Arrangements (“ASC 605”) iv. Cash and Cash Equivalents Our policy is to invest available cash in short-term, investment grade interest-bearing obligations, including money market funds, and bank and corporate debt instruments. Securities purchased with initial maturities of three months or less are valued at cost plus accrued interest, which approximates fair value, and are classified as cash equivalents. v. Research and Development Research and development costs, which are comprised of costs incurred in performing research and development activities including wages and associated employee benefits, facilities, consumable products and overhead costs that are expensed as incurred. In support of our research and development activities we utilize our Barocycler instruments that are capitalized as fixed assets and depreciated over their expected useful life. vi. Inventories Inventories are valued at the lower of cost (average cost) or market (sales price). The cost of Barocyclers consists of the cost charged by the contract manufacturer. The cost of manufactured goods includes material, freight-in, direct labor, and applicable overhead. The composition of inventory as of December 31, is as follows: 2016 2015 Raw materials $ 326,228 $ 310,367 Finished goods 599,056 778,004 Inventory reserve (20,000 ) (50,000 ) Total $ 905,284 $ 1,038,371 vii. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. For financial reporting purposes, depreciation is recognized using the straight-line method, allocating the cost of the assets over their estimated useful lives of three years for certain laboratory equipment, from three to five years for management information systems and office equipment, and three years for all PCT finished units classified as fixed assets. viii. Intangible Assets We have classified as intangible assets, costs associated with the fair value of acquired intellectual property. Intangible assets, including patents, are being amortized on a straight-line basis over sixteen years. We perform an annual review of our intangible assets for impairment. When impairment is indicated, any excess of carrying value over fair value is recorded as a loss. As of December 31, 2016 and 2015, the outstanding balance for intangible assets is zero. ix. Long-Lived Assets The Company’s long-lived assets are reviewed for impairment in accordance with the guidance of the FASB ASC 360-10-05, Property, Plant, and Equipment x. Concentrations Credit Risk Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash, cash equivalents and trade receivables. We have cash investment policies which, among other things, limit investments to investment-grade securities. We perform ongoing credit evaluations of our customers, and the risk with respect to trade receivables is further mitigated by the fact that many of our customers are government institutions and university labs. Allowances are provided for estimated amounts of accounts receivable which may not be collected. At December 31, 2016 and 2015, we determined that no allowance against accounts receivable was necessary. The following table illustrates the level of concentration of the below two groups within revenue as a percentage of total revenues during the years ended December 31: 2016 2015 Top Five Customers 29 % 38 % Federal Agencies 3 % 23 % The following table illustrates the level of concentration of the below two groups within accounts receivable as a percentage of total accounts receivable balance as of December 31: 2016 2015 Top Five Customers 82 % 93 % Federal Agencies 1 % 1 % Investment in Available-For-Sale Equity Securities As of December 31, 2016, we held 601,500 shares of common stock of Everest, a Polish publicly traded company listed on the Warsaw Stock Exchange. We exchanged 1,000,000 shares of our common stock for the 601,500 shares from Everest. We account for this investment in accordance with ASC 320 “Investments — Debt and Equity Securities” xi. Computation of Loss per Share Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For purposes of this calculation, convertible preferred stock, common stock dividends, warrants to acquire preferred stock convertible into common stock, and warrants and options to acquire common stock, are all considered common stock equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these are anti-dilutive. The following table illustrates our computation of loss per share for the years ended December 31: 2016 2015 Numerator: Net loss $ (2,706,984 ) $ (7,415,298 ) Preferred dividends accrued - (23,194 ) Net loss applicable to common shareholders $ (2,706,984 ) $ (7,438,492 ) Denominator for basic and diluted loss per share: Weighted average common shares outstanding 27,339,362 20,726,205 Loss per common share - basic and diluted $ (0.10 ) $ (0.36 ) The following table presents securities that could potentially dilute basic loss per share in the future. For all periods presented, the potentially dilutive securities were not included in the computation of diluted loss per share because these securities would have been anti-dilutive for the years ended December 31: 2016 2015 Stock options 5,269,250 5,571,250 Convertible debt 26,733,955 19,689,286 Common stock warrants 26,459,695 29,227,664 Convertible preferred stock: Series D Convertible Preferred 750,000 750,000 Series G Convertible Preferred 865,700 865,700 Series H Convertible Preferred 1,000,000 1,000,000 Series H2 Convertible Preferred 2,100,000 2,100,000 Series J Convertible Preferred 3,521,000 3,546,000 Series K Convertible Preferred 6,816,000 11,416,000 73,515,600 74,165,900 xii. Accounting for Income Taxes We account for income taxes under the asset and liability method, which requires recognition of deferred tax assets, subject to valuation allowances, and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. The Company considers many factors when assessing the likelihood of future realization of our deferred tax assets, including recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to us for tax reporting purposes, and other relevant factors. A valuation allowance is established if it is more likely than not that all or a portion of the net deferred tax assets will not be realized. If substantial changes in the Company’s ownership should occur, as defined in Section 382 of the Internal Revenue Code, there could be significant limitations on the amount of net loss carry forwards that could be used to offset future taxable income. Tax positions must meet a “more likely than not” recognition threshold at the effective date to be recognized. At December 31, 2016 and 2015, the Company did not have any uncertain tax positions. No interest and penalties related to uncertain tax positions were accrued at December 31, 2016 and 2015. xiii. Accounting for Stock-Based Compensation We maintain equity compensation plans under which incentive stock options and non-qualified stock options are granted to employees, independent members of our Board of Directors and outside consultants. We recognize equity compensation expense over the requisite service period using the Black-Scholes formula to estimate the fair value of the stock options on the date of grant. Employee awards are accounted for under ASC 718 where the awards are valued at grant date. Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at earlier of commitment date or completion of services. Determining Fair Value of Stock Option Grants Valuation and Amortization Method Expected Term Compensation-Stock Compensation Expected Volatility Risk-Free Interest Rate Forfeitures Compensation-Stock Compensation The following table summarizes the assumptions we utilized for grants of stock options to the three sub-groups of our stock option recipients during the year ended December 31, 2015: Assumptions Non-Employee Board Members CEO, other Officers and Employees Expected life 6.0 (yrs) 6.0 (yrs) Expected volatility 116.32%-141.15 % 116.32%-141.15 % Risk-free interest rate 0.65%-2.54 % 0.65%-2.54 % Forfeiture rate 5.00 % 5.00 % Expected dividend yield 0.0 % 0.0 % We recognized stock-based compensation expense of $379,964 and $208,989 for the years ended December 31, 2016 and 2015, respectively. The following table summarizes the effect of this stock-based compensation expense within each of the line items within our accompanying consolidated statements of operations for the years ended December 31: 2016 2015 Research and development $ 65,500 $ 50,617 Selling and marketing 42,315 32,704 General and administrative 272,149 125,668 Total stock-based compensation expense $ 379,964 $ 208,989 During the years ended December 31, 2016 and 2015, the total fair value of stock options awarded was $0 and $598,582, respectively. As of December 31, 2016, the total estimated fair value of unvested stock options to be amortized over their remaining vesting period was $369,224. The non-cash, stock based compensation expense associated with the vesting of these options will be $212,957 in 2017 and $156,267 in 2018. xiv. Advertising Advertising costs are expensed as incurred. We incurred $19,125 in 2016 and $12,291 in 2015 for advertising. xv. Fair Value of Financial Instruments Due to their short maturities, the carrying amounts for cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value. Short-term and long-term liabilities are primarily related to liabilities transferred under contractual arrangements with carrying values that approximate fair value. xvi. Fair Value Measurements The Company follows the guidance of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures ASC 820 The Company generally defines fair value as 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 (exit price). The Company uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that its financial assets are currently classified within Level 1 and that its financial liabilities are currently all classified within Level 3 in the fair value hierarchy. The following tables set forth the Company’s financial assets and financial liabilities that were accounted for at fair value on a recurring basis as of December 31, 2016 and December 31, 2015. The development of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. Fair value measurements at December 31, 2016 using: December 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Available-For-Sale Equity Securities 25,865 25,865 - - Total Financial Assets $ 25,865 $ 25,865 $ - $ - December 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Series D Preferred Stock Purchase Warrants $ 23,313 - - $ 23,313 Warrants Issued with Convertible Debt 1,661,795 - - 1,661,795 Conversion Option Derivative Liabilities 951,059 - - 951,059 Total Derivatives $ 2,636,167 $ - $ - $ 2,636,167 Fair value measurements at December 31, 2015 using: December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Available-For-Sale Equity Securities 294,522 294,522 - - Total Financial Assets $ 294,522 $ 294,522 $ - $ - December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Series D Preferred Stock Purchase Warrants $ 173,526 - - $ 173,526 Warrants Issued with Convertible Debt 3,122,450 - - 3,122,450 Conversion Option Derivative Liabilities 3,940,791 - - 3,940,791 Total Derivatives $ 7,236,767 $ - $ - $ 7,236,767 The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: January 1, 2016 Issuance fair value Change in fair value December 31, 2016 Series D Preferred Stock Purchase Warrants $ 173,526 $ - $ (150,213 ) $ 23,313 Warrants Issued with Convertible Debt 3,122,450 1,094,432 (2,555,087 ) 1,661,795 Conversion Option Derivative Liabilities 3,940,791 1,547,127 (4,536,859 ) 951,059 Total Derivatives $ 7,236,767 $ 2,641,559 $ (7,242,159 ) $ 2,636,167 January 1, 2015 Issuance fair value Change in fair value Gain on extinguishment of derivative liabilities December 31, 2015 Series D Preferred Stock Purchase Warrants $ 159,875 $ - $ 13,651 $ - $ 173,526 Warrants Issued with Convertible Debt - 2,320,021 802,429 - 3,122,450 Conversion Option Derivative Liabilities 590,341 5,305,185 600,445 (2,555,180 ) 3,940,791 Total Derivatives $ 750,216 $ 7,625,206 $ 1,416,525 $ (2,555,180 ) $ 7,236,767 The issuance fair values for 2016 and 2015 include the “day 1” derivative losses on the conversion option derivative liabilities of $1,337,510 and $805,476, respectively, which are included in “change in fair value of derivative liabilities” in the consolidated statements of operations. The fair value of the derivative liabilities was determined using a binomial pricing model. The assumptions for the binomial pricing model are represented in the table below for the warrants issued in the Series D private placement reflected on a per share common stock equivalent basis. Assumptions November 10, 2011 Warrants revalued at December 31, 2015 Warrants revalued at December 31, 2016 Expected life (in months) 60.0 11.0 5.0 Expected volatility 104.5 % 104.9 % 83.5 % Risk-free interest rate 0.875 % 0.65 % 0.62 % Exercise price $ 0.81 $ 0.25 $ 0.25 Fair value per warrant $ 0.54 $ 0.16 $ 0.02 The assumptions for the binomial pricing model are represented in the table below for the warrants issued with the Convertible Debt in 2015 and 2016 reflected on a per share common stock equivalent basis. Assumptions At Issuance Fair value Warrants revalued at December 31, 2015 Warrants revalued at December 31, 2016 Expected life (in months) 60.0 55.0-60.0 43.0-51.0 Expected volatility 118.3-120.1 % 136.3-141.6 % 110.0-116.0 % Risk-free interest rate 1.48-1.69 % 1.29-1.76 % 1.93 % Exercise price $ 0.40 $ 0.40 $ 0.40 Fair value per warrant $ 0.19-$0.21 $ 0.30 $ 0.12-0.14 The assumptions for the binomial pricing model are represented in the table below for the conversion options reflected on a per share common stock equivalent basis. Assumptions At Issuance fair value At Settlement fair value Conversion options revalued at December 31, 2015 Conversion options revalued at December 31, 2016 Expected life (in months) 6.0-24.0 0-18.0 18-24 6.0-15.0 Expected volatility 104.2-153.8 % 86.9%-142.2 % 112.2-114.7 % 84.4-94.8 % Risk-free interest rate 0.05-0.99 % 0.01-0.72 % 1.06 % 0.62-0.85 % Exercise price $ 0.10-$0.35 $ 0.10-$0.25 $ 0.28 $ 0.28 Fair value per conversion option $ 0.09-$0.28 $ 0.07-$0.26 $ 0.14-$0.33 $ 0.03-$0.06 xvii. Recently Issued Accounting Standards In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. The Company early-adopted ASU 2015-03 as of the end of its Fiscal 2015, and applied its provisions retrospectively. The adoption of ASU 2015-03 resulted in the reclassification of approximately $888,000 unamortized debt issuance costs related to the Company’s Senior Notes (see Note 8) from other non-current assets to long-term debt within its consolidated balance sheets as of December 31, 2015. Other than this reclassification, the adoption of ASU 2015-03 and other new pronouncements that have been issued did not have an impact on the Company’s consolidated financial statements. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | (4) Property and Equipment, net Property and equipment as of December 31, 2016 and 2015 consisted of the following components: December 31, 2016 2015 Laboratory and manufacturing equipment $ 226,326 $ 226,081 Office equipment 165,832 158,872 Leasehold improvements 8,117 8,117 PCT collaboration, demonstration and leased systems 461,858 461,858 Total property and equipment 862,133 854,928 Less accumulated depreciation (852,720 ) (834,779 ) Net book value $ 9,413 $ 20,149 Depreciation expense for the years ended December 31, 2016 and 2015 was $17,939 and $25,288, respectively. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plan | (5) Retirement Plan We provide all of our employees with the opportunity to participate in our retirement savings plan. Our retirement savings plan has been qualified under Section 401(k) of the Internal Revenue Code. Eligible employees are permitted to contribute to the plan through payroll deductions within statutory limitations and subject to any limitations included in the plan. During 2016 and 2015 we contributed $22,627 and $22,098, respectively, in the form of discretionary Company-matching contributions. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (6) Income Taxes Tax positions must meet a “more likely than not” recognition threshold at the effective date to be recognized. At December 31, 2016 and 2015, the Company did not have any uncertain tax positions. No interest and penalties related to uncertain tax positions were accrued at December 31, 2016 and 2015. Our tax returns for fiscal years 2013, 2014 and 2015 are open to examination. We did not record an income tax benefit or provision for the years ended December 31, 2016 and 2015. Significant items making up the deferred tax assets and deferred tax liabilities as of December 31, 2016 and 2015 are as follows: 2016 2015 Current deferred taxes Inventories $ 7,856 $ 19,640 Accounts receivable allowance 17,253 - Other accruals 33,399 23,714 Less: valuation allowance (58,508 ) (43,354 ) Total current deferred tax assets $ - $ - Long term deferred taxes: Accelerated tax depreciation $ 14,582 $ 14,134 Non-cash, stock-based compensation, nonqualified 711,676 562,426 Impairment loss on investment 146,782 - Goodwill and intangibles - - Operating loss carry forwards and tax credits 13,561,012 12,028,900 Less: valuation allowance (14,434,052 ) (12,605,460 ) Total long term deferred tax assets (liabilities), net - - Total net deferred tax liabilities $ - $ - A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. Accordingly, a valuation allowance was established in 2016 and 2015 for the full amount of our deferred tax assets due to the uncertainty of realization. We believe based on our projection of future taxable operating income for the foreseeable future, it is more likely than not that we will not be able to realize the benefit of the deferred tax asset at December 31, 2016. We have net operating loss carry-forwards for federal income tax purposes of $30,471,000 as of December 31, 2016. Included in these numbers are loss carry-forwards that were obtained through the acquisition of BioSeq, Inc. and are subject to Section 382 NOL limitations. These net operating loss carry-forwards expire at various dates from 2018 through 2037. We had net operating loss carry-forwards for state income tax purposes of approximately $21,547,000 at December 31, 2016. These net operating loss carry-forwards expire at various dates from 2030 through 2037. We have research and development tax credit carry-forwards for federal income tax purposes of approximately $1,039,000 as of December 31, 2016 and research and development tax credit carry-forwards for state income tax purposes of approximately $207,000 as of December 31, 2016. The federal credit carry-forwards expire at various dates from 2017 through 2037. The state credit carry-forwards expire at various dates from 2023 through 2032. In addition, we have federal alternative minimum tax credit carry-forwards for federal income tax purposes of approximately $217,000 as of December 31, 2016. These credits do not expire. Our effective income tax (benefit) provision rate was different than the statutory federal income tax (benefit) provision rate as follows for the years ended December 31: 2016 2015 Federal tax provision rate 34 % 34 % Permanent differences 24 % (12 )% State tax expense 0 % 0 % Refundable AMT and R&D tax credit 0 % 0 % Net operating loss carry back 0 % 0 % Valuation allowance (58 )% (23 )% Effective income tax provision 0 % 0 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (7) Commitments and Contingencies Operating Leases Our corporate office is currently located at 14 Norfolk Avenue, South Easton, Massachusetts 02375. We are currently paying $4,800 per month, on a lease extension, signed on December 29, 2016, that expires December 31, 2017, for our corporate office. On November 1, 2014 we signed a lease for lab space in Medford, MA. We subsequently expanded our space in Medford. The lease expires December 30, 2017 and requires monthly payments of $5,385 subject to annual cost of living increases. Following is a schedule by years of future minimum rental payments required under operating leases with initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2016: 2017 $ 122,220 Thereafter - Total minimum payments required $ 122,220 Royalty Commitments BioMolecular Assays, Inc. In 1996, we acquired our initial equity interest in BioSeq, Inc., which at the time was developing our original pressure cycling technology. BioSeq, Inc. acquired its pressure cycling technology from BioMolecular Assays, Inc. under a technology transfer and patent assignment agreement. In 1998, we purchased all of the remaining outstanding capital stock of BioSeq, Inc., and at such time, the technology transfer and patent assignment agreement was amended to require us to pay BioMolecular Assays, Inc., a 5% royalty on our sales of products or services that incorporate or utilize the original pressure cycling technology that BioSeq, Inc. acquired from BioMolecular Assays, Inc. We are also required to pay BioMolecular Assays, Inc. 5% of the proceeds from any sale, transfer or license of all or any portion of the original pressure cycling technology. These payment obligations terminated on March 7, 2016. During the years ended December 31, 2016 and 2015, we incurred approximately $6,963 and $31,301, respectively, in royalty expense associated with our obligation to BioMolecular Assays, Inc. In connection with our acquisition of BioSeq, Inc., we licensed certain limited rights to the original pressure cycling technology back to BioMolecular Assays, Inc. This license is non-exclusive and limits the use of the original pressure cycling technology by BioMolecular Assays, Inc. solely for molecular applications in scientific research and development and in scientific plant research and development. BioMolecular Assays, Inc. is required to pay us a royalty equal to 20% of any license or other fees and royalties, but not including research support and similar payments, it receives in connection with any sale, assignment, license or other transfer of any rights granted to BioMolecular Assays, Inc. under the license. BioMolecular Assays, Inc. was required to pay us these royalties until the expiration in March 2016 of the patents held by BioSeq, Inc. since 1998. We have not received any royalty payments from BioMolecular Assays, Inc. under this license. Battelle Memorial Institute In December 2008, we entered into an exclusive patent license agreement with the Battelle Memorial Institute (“ Battelle Target Discovery Inc . In March 2010, we signed a strategic product licensing, manufacturing, co-marketing, and collaborative research and development agreement with Target Discovery Inc. (“ TDI TDI reagents In April 2012, we signed a non-exclusive license agreement with TDI to grant the non-exclusive use of our pressure cycling technology. We recorded $20,000 and $22,000 of minimum royalty income in 2016 and 2015, respectively. We executed an amendment to this agreement on October 1, 2016 wherein we agreed to pay a monthly fee of $1,400 for the use of a lab bench, shared space and other utilities, and $2,000 per day for technical support services as needed. Severance and Change of Control Agreements Each of Mr. Schumacher, and Drs. Ting, Lazarev, and Lawrence, executive officers of the Company, are entitled to receive a severance payment if terminated by us without cause. The severance benefits would include a payment in an amount equal to one year of such executive officer’s annualized base salary compensation plus accrued paid time off. Additionally, the officer will be entitled to receive medical and dental insurance coverage for one year following the date of termination. Each of these executive officers, other than Mr. Schumacher, is entitled to receive a change of control payment in an amount equal to one year of such executive officer’s annualized base salary compensation, accrued paid time off, and medical and dental coverage, in the event of a change of control of the Company. In the case of Mr. Schumacher, this payment would be equal to two years of annualized base salary compensation, accrued paid time off, and two years of medical and dental coverage. The severance payment is meant to induce the aforementioned executives to remain in the employ of the Company, in general; and particularly in the occurrence of a change in control, as a disincentive to the control change. |
Convertible Debt and Other Debt
Convertible Debt and Other Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Debt and Other Debt | (8) Convertible Debt and Other Debt Senior Secured Convertible Debentures and Warrants We entered into Subscription Agreements (the “ Subscription Agreement Purchaser Debentures Warrants Purchase Price The Company issued a principal aggregate amount of $6,962,504 in Debentures which includes a 10% original issue discount on the Purchase Price. The Debenture does not accrue any additional interest during the first year it is outstanding but accrues interest at a rate equal to 10% per annum for the second year it is outstanding. The Debenture has a maturity date of two years from issuance. The Debenture is convertible any time after its issuance date. The Purchaser has the right to convert the Debenture into shares of the Company’s common stock at a fixed conversion price equal to $0.28 per share, subject to applicable adjustments. In the second year that the Debenture is outstanding, any interest accrued shall be payable quarterly in either cash or common stock, at the Company’s discretion. At any time after the Issuance Date, the Company has the option, subject to certain conditions, to redeem some or all of the then outstanding principal amount of the Debenture for cash in an amount equal to the sum of (i) 120% of the then outstanding principal amount of the Debenture, (ii) accrued but unpaid interest and (iii) any liquidated damages and other amounts due in respect of the Debenture. The Company issued warrants exercisable into a total of 11,302,766 shares of our common stock. The Warrants issued in this transaction are immediately exercisable at an exercise price of $0.40 per share, subject to applicable adjustments including full ratchet anti-dilution in the event that we issue any securities at a price lower than the exercise price then in effect. The Warrants have an expiration period of five years from the original issue date. The Warrants are subject to adjustment for stock splits, stock dividends or recapitalizations and also include anti-dilution price protection for subsequent equity sales below the exercise price. Subject to the terms and conditions of the Warrants, at any time commencing six months from the Final Closing, the Company has the right to call the Warrants for cancellation if the volume weighted average price of its Common Stock on the OTCQB (or other primary trading market or exchange on which the Common Stock is then traded) equals or exceeds three times the per share exercise price of the Warrants for 15 out of 20 consecutive trading days. In connection with the Subscription Agreement and Debenture, the Company entered into Security Agreements with the Purchasers whereby the Company agreed to grant to Purchasers an unconditional and continuing, first priority security interest in all of the assets and property of the Company to secure the prompt payment, performance and discharge in full of all of Company’s obligations under the Debentures, Warrants and the other Transaction Documents. The Company determined that the conversion feature of the Debentures met the definition of a liability in accordance with ASC 815-40 and therefore bifurcated the conversion feature on each debt agreement and accounted for it as a derivative liability. The fair value of the conversion feature was accounted for as a note discount and are amortized to interest expense over the life of the loan. The fair value of the conversion feature was reflected in the conversion option liability line in the condensed consolidated balance sheets. The proceeds from these convertible debts were allocated between the host debt instrument and the convertible option based on the residual method. The estimated fair value of the convertible option was determined using a binomial formula, resulting in allocations to the convertible option and accounted for as a liability in the Company’s condensed consolidated balance sheet. In accordance with the provisions of ASC 815-40, the gross proceeds are offset by debt discounts, which are amortized to interest expense over the expected life of the debt. ASC 470-20 states that the proceeds from the issuance of debt with detachable stock warrants should be allocated between the debt and warrants on the basis of their relative fair market values. The debt discount will be amortized to interest expense over the two-year term of these loans. We amortized $3,740,746 of the debt discount to interest expense in 2016. The warrants issued in connection with the convertible debentures are classified as warrant derivative liabilities because the warrants are entitled to certain rights in subsequent financings and the warrants contain “down-round protection” and therefore, do not meet the scope exception for treatment as a derivative under ASC 815, Derivatives and Hedging, (“ASC 815”). Since “down-round protection” is not an input into the calculation of the fair value of the warrants, the warrants cannot be considered indexed to the Company’s own stock which is a requirement for the scope exception as outlined under ASC 815. The estimated fair value of the warrants was determined using the binomial model, resulting in an allocation of $2,847,624 to the total warrants out of the gross proceeds of $6,329,549. The fair value will be affected by changes in inputs to that model including our stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. We will continue to classify the fair value of the warrants as a liability until the warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability, whichever comes first. Other convertible notes On May 13, 2016, one lender converted an outstanding note issued on April 28, 2015 and the related accrued interest totaling $117,837 to 420,849 common shares. As of December 31, 2016, the outstanding balance on the note was zero. On May 24, 2016, we sold an additional convertible note for $107,000 with warrants to purchase 50,000 shares of common stock at an exercise price of $0.55 per share. The purchaser has the right to convert the notes into shares of the Company’s common stock at a fixed conversion price equal to $0.45 per share, subject to applicable adjustments. The estimated fair value of the warrants was determined using the binomial model, resulting in an allocation of $12,406 to the total warrants and the recognition of a beneficial conversion feature of $7,962, both of which were recorded as a discount to the note. We evaluated the convertible note and warrants for derivative liability treatment and determined that these instruments do not include certain rights such as price protection like our previous debt financings. Accordingly, we concluded that this financing arrangement did not qualify for derivative accounting treatment. On June 14, 2016, we sold an additional convertible note for $115,000 and issued 30,667 common shares to compensate the lender. On July 1, 2016, the note was modified to increase the principal amount to $200,000 and we received the remaining proceeds of $85,000 on the same date and issued 34,333 common shares as compensation to the lender. The lender has the right to convert the note into shares of the Company’s common stock at fixed conversion price equal to $0.45 per share, subject to applicable adjustments. We valued the total 65,000 common shares using the stock prices at the respective dates the note proceeds were received and recorded the relative fair value of the shares amounting to $26,000 as a debt discount to be amortized over the term of the loan. We then computed the effective conversion price of the note, noting that no beneficial conversion feature exists. We also evaluated the convertible note for derivative liability treatment and determined that the instrument does not include certain rights such as price protection like our previous debt financing. Accordingly, we concluded that this financing arrangement did not qualify for derivative accounting treatment. On July 29, 2016, we sold an additional convertible note for $100,000 and issued 32,500 common shares to compensate the lender. The lender has the right to convert the notes into shares of the Company’s common stock at a fixed conversion price equal to $0.45 per share, subject to applicable adjustments. The proceeds were allocated between the convertible note and shares of common stock based on their relative fair values. The relative fair values of the convertible note and the common shares was $87,241 and $12,759, respectively. We then computed the effective conversion price of the note, noting that the convertible debt gave rise to a beneficial conversion feature (BCF) of $12,759. The sum of the relative fair value of the common shares and the BCF of $25,518 was recorded as a debt discount to be amortized over the term of the loan. We also evaluated the convertible note for derivative liability treatment and determined that the instruments does not include certain rights such as price protection like our previous debt financings. Accordingly, we concluded that this financing arrangements did not qualify for derivative accounting treatment. On September 15, 2016, we sold an additional convertible note for $500,000 and issued 200,000 common shares to compensate the lender. The lender has the right to convert the notes into shares of the Company’s common stock at a fixed conversion price equal to $0.45 per share, subject to applicable adjustments. The convertible note includes an original issue discount of $40,541 and is subject to a one-time interest of 9% or $45,000 which was recorded as a debt discount and amortized over the term of the loan. The proceeds were allocated between the convertible note and shares of common stock based on their relative fair values. The relative fair value of the convertible note was $434,028. The allocation of the gross proceeds to the shares of common stock was $65,972 and recorded as a debt discount to be amortized over the term of the loan. We then computed the effective conversion price of the note, noting that no beneficial conversion feature exists. We also evaluated the convertible note for derivative liability treatment and determined that the instrument does not include certain rights such as price protection like our previous debt financings. Accordingly, we concluded that this financing arrangement did not qualify for derivative accounting treatment. The specific terms of the convertible notes and outstanding balances as of December 31, 2016 are listed in the tables below. Fixed Rate Convertible Notes Inception Date Term Loan Amount Outstanding Balance Original Issue Discount Interest Rate Deferred Finance Fees Discount related to fair value of conversion feature and warrants/shares July 22, 2015 24 months $ 2,180,000 $ 2,180,000 $ 218,000 1 10 % 2 $ 388,532 $ 2,163,074 September 25, 2015 24 months 1,100,000 1,100,000 110,000 1 10 % 2 185,956 1,022,052 October 2, 2015 24 months 150,000 150,000 15,000 1 10 % 2 26,345 140,832 October 6, 2015 24 months 30,000 30,000 3,000 1 10 % 2 5,168 26,721 October 14, 2015 24 months 50,000 50,000 5,000 1 10 % 2 8,954 49,377 November 2, 2015 24 months 250,000 250,000 25,000 1 10 % 2 43,079 222,723 November 10, 2015 24 months 50,000 50,000 5,000 1 10 % 2 8,790 46,984 November 12, 2015 24 months 215,000 215,000 21,500 1 10 % 2 38,518 212,399 November 20, 2015 24 months 200,000 200,000 20,000 1 10 % 2 37,185 200,000 December 4, 2015 24 months 170,000 170,000 17,000 1 10 % 2 37,352 170,000 December 11, 2015 24 months 360,000 360,000 36,000 1 10 % 2 75,449 360,000 December 18, 2015 24 months 55,000 55,000 5,500 1 10 % 2 11,714 55,000 December 31, 2015 24 months 100,000 100,000 10,000 1 10 % 2 20,634 100,000 January 11, 2016 24 months 100,000 100,000 10,000 1 10 % 2 24,966 80,034 January 20, 2016 24 months 50,000 50,000 5,000 1 10 % 2 9,812 40,188 January 29, 2016 24 months 300,000 300,000 30,000 1 10 % 2 60,887 239,113 February 26, 2016 24 months 200,000 200,000 20,000 1 10 % 2 43,952 156,048 March 10, 2016 24 months 125,000 125,000 12,500 1 10 % 2 18,260 106,740 March 18, 2016 24 months 360,000 360,000 36,000 1 10 % 2 94,992 265,008 March 24, 2016 24 months 106,667 106,667 10,667 1 10 % 2 15,427 91,240 March 31, 2016 24 months 167,882 167,882 16,788 1 10 % 2 2,436 165,446 April 5, 2016 24 months 10,000 10,000 1,000 1 10 % 2 - 10,000 May 24, 2016 7 months 100,000 100,000 7,000 0 % - 20,368 June 15, 2016 6 months 40,000 40,000 - 12 % - 3,680 June 17, 2016 6 months 40,000 40,000 - 12 % - 3,899 June 22, 2016 6 months 35,000 35,000 - 12 % - 3,373 July 6, 2016 6 months 85,000 85,000 - 12 % - 15,048 July 29, 2016 6 months 100,000 100,000 - 12 % - 25,518 September 15, 2016 8 months 500,000 500,000 85,541 9 % - 65,972 $ 7,229,549 $ 7,229,549 $ 725,496 $ 1,158,408 $ 6,060,837 1. The original issue discount is reflected in the first year. 2. The annual interest started accruing in the second year. As of December 31, 2016, a total of approximately $291,000 convertible debentures were purchased by related parties who were members of the Company’s Board of Directors and management and their family members. Deferred finance fees included cash commissions amounting to $621,500 and the fair value of the 2,101,786 warrants issued to the placement agent amounting to $536,908. For the year ended December 31, 2016, the Company recognized amortization expense related to the debt discounts indicated above of $3,876,622. The unamortized debt discounts as of December 31, 2016 related to the convertible debentures and other convertible notes amounted to $3,142,078. Revolving Note Payable On October 28, 2016, an accredited investor (the “ Investor Revolving Note Maturity Date In the event that a Qualified Offering occurs on or prior to the six (6) month anniversary of October 28, 2016, within seven (7) Business Days of the closing of the Qualified Offering, the Company shall pay a cash fee equal to five percent (5%) of the total outstanding amount owed by the Company to the Holder as of the closing date of the Qualified Offering or, at the option of the Company, issue to the Holder a number of restricted shares of the Company’s common stock equal to (x) five percent (5%) of the total outstanding amount owed by the Company to the Holder as of the closing date of the Qualified Offering divided by (y) the purchase price provided by the documents governing the Qualified Offering. A Qualified Offering In the event that a Qualified Offering occurs following the six (6) month anniversary of October 28, 2016, but prior to the Maturity Date, within seven(7) Business Days of the closing of the Qualified Offering, the Company shall pay a cash fee equal to five percent (5%) of the total outstanding amount owed by the Company to the Holder as of the closing date of the Qualified Offering or, at the option of the Company, issue to the Holder a number of restricted shares of the Company’s common stock equal to (x) five percent (5%) of the total outstanding amount owed by the Company to the Holder as of the closing date of the Qualified Offering divided by (y) the purchase price provided by the documents governing the Qualified Offering. Interest on the principal balance of the Revolving Note shall be paid in full on the Maturity Date, unless otherwise paid prior to the Maturity Date. Interest shall be assessed as follows: (i) a one-time interest of 10% on all principal amounts advanced prior to April 28, 2017; (ii) the foregoing and 4% on any amount remaining outstanding if the principal amount is repaid between April 28, 2017 and July 28, 2017; or (iii) both of the foregoing and 4% on any amount remaining outstanding if the principal amount is repaid between July 28, 2017 and October 28, 2017. Broker fees amounting to $116,500, the one-time interest of $125,000 and the fair value of the 3,125,000 warrants issued to the Investor amounting to $479,730 were recorded as debt discounts and amortized over the term of the revolving note. For the year ended December 31, 2016, the Company recognized amortization expense related to the debt discounts indicated above of $84,200. The unamortized debt discounts as of December 31, 2016 related to the convertible debentures amounted to $637,030. The following table provides a summary of the changes in convertible debt and revolving note payable, net of unamortized discounts, during 2016: 2016 Balance at January 1, $ 277,342 Issuance of convertible debt, face value 2,509,045 Issuance of revolving note payable, face value 1,250,000 Original issue discount (189,496 ) Debt discount from derivative liabilities (embedded conversion option and warrants) (1,153,817 ) Debt discount from beneficial conversion feature (20,721 ) Deferred financing fees (385,371 ) Debt discount related to one-time interest charge (170,000 ) Repayment of convertible debt (107,000 ) Conversion of convertible debt into common stock (100.000 ) Debt discount from shares and warrants issued with the notes (596,867 ) Accretion of interest and amortization of debt discount to interest expense 3,960,822 Balance at December 31, 5,273,937 Less: revolving note payable 612,970 Less: current portion of convertible debt 4,005,702 Convertible debt, long-term portion $ 655,265 Other Notes On January 15, 2015 we signed a Merchant Agreement with a lender. Under the agreement, we received $150,000 in exchange for rights to all customer receipts until the lender was paid $187,500, which was collected at the rate of $744 per business day. The payments were secured by essentially all tangible assets of the Company. $67,925 of the proceeds were used to pay off the outstanding balance of a previous loan from this lender. The Company paid $1,875 in fees in connection with this loan. The note was paid off in its entirety prior to December 31, 2015. On January 29, 2015 we signed a Merchant Agreement with a lender. Under the agreement, we received $200,000 in exchange for rights to all customer receipts until the lender was paid $278,000, which was collected at the rate of $1,985 per business day. The payments were secured by essentially all tangible assets of the Company. The Company paid $999 in fees in connection with this loan. The note was paid off in its entirety prior to December 31, 2015. On March 17, 2015 we signed a Merchant Agreement with a lender. Under the agreement, we received $50,000 in exchange for rights to all customer receipts until the lender was paid $67,450, which was collected at the rate of $559 per business day. The payments were secured by essentially all tangible assets of the Company. The Company paid $999 in fees in connection with this loan. The note was paid off in its entirety prior to December 31, 2015. On May 29, 2015 we signed a Merchant Agreement with a lender. Under the agreement, we received $100,000 in exchange for rights to all customer receipts until the lender was paid $132,000, which was collected at the rate of $1,098 per business day. The Company paid $3,999 in fees in connection with this loan. The note was paid off in its entirety prior to December 31, 2015. On August 28, 2015 we signed a Merchant Agreement with a lender. Under the agreement, we received $300,000 in exchange for rights to all customer receipts until the lender is paid $384,000, to be collected at the rate of $2,560 per business day. The payments are not secured. On the closing date, $131,710 of the proceeds were used to pay off the outstanding balances of two existing Notes. The Company paid $6,000 in fees in connection with this loan. The loan was paid off in its entirety prior to December 31, 2016. During the year ended December 31, 2015, we signed three ninety-day notes with an investor. Under the terms of the notes, the Company received a total of $600,000. The investor converted these loans, plus $60,000 in accrued interest into the Company’s $5 million PIPE offering on July 21, 2015. There was no gain or loss on the conversion. During the year ended December 31, 2015, the Company made payments of $587,949 in total on the non-convertible debt from non-related parties. On January 6, 2016 we signed a Merchant Agreement with a lender. Under the agreement we received $250,000 in exchange for rights to all customer receipts until the lender is paid $322,500, which is collected at the rate of $1,280 per business day. The payments were secured by second position rights to all customer receipts until the loan has been paid in full. $138,840 of the proceeds were used to pay off the outstanding balance of a previous loan from another lender. The Company recognized a gain on the settlement of the previous loan of $5,044 which was credited to interest expense. The Company paid $2,500 in fees in connection with this loan. We received an additional $93,161 in June 2016 under the existing Merchant Agreement. The note was still outstanding as of December 31, 2016 with a balance of $157,287. On January 20, 2016 we borrowed $50,000 from an individual with no interest or fees. We paid back the loan in March 2016. On February 8, 2016 we signed a Merchant Agreement with a lender. Under the agreement we received $100,000 in exchange for third position rights to all customer receipts until the lender is paid $129,900, which is collected at the rate of $927 per business day. The Company paid $2,000 in fees in connection with this loan. We received an additional $125,000 in June 2016 under the existing Merchant Agreement of which $48,420 was used to pay off the prior loan. The lender provided an additional $70,000 on August 16, 2016. We repaid a portion of the $70,000 with $32,430 remaining as outstanding as of December 31, 2016. On May 9, 2016 we signed a promissory note with a lender. Under the agreement we received $200,000 net of a $6,000 original issue discount and we repaid $206,000 on August 25, 2016. In connection with this promissory note, we issued warrants exercisable into 100,000 shares of our common stock. The warrants issued in this transaction are immediately exercisable at an exercise price of $0.55 per share. The warrants have an expiration period of three years from the original issue date. The warrants are subject to adjustment for stock splits, stock dividends or recapitalizations. The warrants were recorded as a component of our Stockholders’ Equity. The estimated fair value of the warrants was determined using the binomial model, resulting in an allocation of $27,349 to the total warrants and recorded as a discount to the note to be amortized over the term of the loan. We evaluated the warrants for derivative liability treatment and determined that these instruments do not include certain rights such as price protection like our previous debt financings. Accordingly, we concluded that these instruments did not qualify for derivative accounting treatment. In August 2016, the lender extended the maturity date of the note from August 11, 2016 to August 25, 2016. Consequently, a penalty interest of $41,200 was added to the principal amount and settled through the issuance of 100,049 common shares. As of December 31, 2016, the outstanding balance on this note was zero. On August 26, 2016 we signed a Merchant Agreement with a lender. Under the agreement we received $122,465 net proceeds in exchange for rights to all customer receipts which is collected at the rate of $1,386 per business day. The note was still outstanding as of December 31, 2016 with a balance of $48,440. Related Party Notes During the year ended December 31, 2016, the Company received advances from certain officers of the Company amounting to $20,000. These advances were non-interest bearing and payable on demand. As of December 31, 2016 there are no outstanding notes to related parties. |
Stockholders' (Deficit)
Stockholders' (Deficit) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' (Deficit) | (9) Stockholders’ (Deficit) Preferred Stock We are authorized to issue 1,000,000 shares of preferred stock with a par value of $0.01. Of the 1,000,000 shares of preferred stock: 1) 20,000 shares have been designated as Series A Junior Participating Preferred Stock (“ Junior A 2) 313,960 shares have been designated as Series A Convertible Preferred Stock (“ Series A 3) 279,256 shares have been designated as Series B Convertible Preferred Stock (“ Series B 4) 88,098 shares have been designated as Series C Convertible Preferred Stock (“ Series C 5) 850 shares have been designated as Series D Convertible Preferred Stock (“ Series D 6) 500 shares have been designated as Series E Convertible Preferred Stock (“Series E”) 7) 240,000 shares have been designated as Series G Convertible Preferred Stock (“ Series G 8) 10,000 shares have been designated as Series H Convertible Preferred Stock (“ Series H 9) 21 shares have been designated as Series H2 Convertible Preferred Stock (“ Series H2 10) 6,250 shares have been designated as Series J Convertible Preferred Stock (“ Series J 11) 15,000 shares have been designated as Series K Convertible Preferred Stock (“ Series K As of December 31, 2016 and 2015, there were no shares of Junior A, and Series A, B, C, E, and H1 issued and outstanding. Series D Convertible Preferred Stock On November 11, 2011, we completed a registered direct offering, pursuant to which we sold an aggregate of 843 units for a purchase price of $1,000 per unit, resulting in gross proceeds to us of $843,000 (the “ Series D Placement Series D Unit Series D Convertible Preferred Stock Series D Warrant The proceeds from the sale of each Series D Unit were allocated between the Series D Convertible Preferred Stock and the Series D Warrants based on the residual method. The estimated fair value of the Series D Warrants was determined using a binomial formula, resulting in an allocation of the gross proceeds of $283,725 to the total warrants issued. The allocation of the gross proceeds to the Series D Convertible Preferred Stock was $559,275. In accordance with the provisions of ASC 470-20, an additional adjustment between Additional Paid in Capital and Accumulated Deficit of $530,140 was recorded to reflect an implicit non-cash dividend related to the allocation of proceeds between the stock and warrants issued. The $530,140 represents the value of the adjustment to additional paid in capital related to the beneficial conversion feature of the Series D Convertible Preferred Stock. The value adjustment was calculated by subtracting the fair market value of the underlying common stock on November 10, 2011 issuable upon conversion of the Series D Convertible Preferred Stock from the fair market value of the Series D Convertible Preferred Stock as determined when the Company performed a fair market value allocation of the proceeds to the Series D Convertible Preferred Stock and warrants. The warrants are recorded as a liability. See “Warrant Derivative Liability” below. The Series D Convertible Preferred Stock will rank senior to the Company’s common stock and Series C Convertible Preferred Stock with respect to payments made upon liquidation, winding up or dissolution. Upon any liquidation, dissolution or winding up of the Company, after payment of the Company’s debts and liabilities, and before any payment is made to the holders of any junior securities, the holders of Series D Convertible Preferred Stock will first be entitled to be paid $1,000 per share subject to adjustment for accrued but unpaid dividends. We may not pay any dividends on shares of common stock unless we also pay dividends on the Series D Convertible Preferred Stock in the same form and amount, on an as-if-converted basis, as dividends actually paid on shares of our common stock. Except for such dividends, no other dividends may be paid on the Series D Convertible Preferred Stock. Each share of Series D Convertible Preferred Stock is convertible into 1,538.46 shares of common stock (based upon an initial conversion price of $0.65 per share) at any time at the option of the holder, subject to adjustment for stock splits, stock dividends, combinations, and similar recapitalization transactions (the “ Series D Conversion Ratio In addition, in the event we consummate a merger or consolidation with or into another person or other reorganization event in which our shares of common stock are converted or exchanged for securities, cash or other property, or we sell, lease, license or otherwise dispose of all or substantially all of our assets or we or another person acquire 50% or more of our outstanding shares of common stock, then following such event, the holders of the Series D Convertible Preferred Stock will be entitled to receive upon conversion of the Series D Convertible Preferred Stock the same kind and amount of securities, cash or property which the holders of the Series D Convertible Preferred Stock would have received had they converted the Series D Convertible Preferred Stock immediately prior to such fundamental transaction. The holders of Series D Convertible Preferred Stock are not entitled to vote on any matters presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), except that the holders of Series D Convertible Preferred Stock may vote separately as a class on any matters that would (i) amend, our Restated Articles of Organization, as amended, in a manner that adversely affects the rights of the Series D Convertible Preferred Stock, (ii) alter or change adversely the powers, preferences or rights of the Series D Convertible Preferred Stock or alter or amend the certificate of designation, (iii) authorize or create any class of shares ranking as to dividends, redemption or distribution of assets upon liquidation senior to, or otherwise pari passu with, the Series D Convertible Preferred Stock, or (iv) increase the number of authorized shares of Series D Convertible Preferred Stock. If, within 12 months of the initial issuance of the Series D Convertible Preferred Stock, we issue any common stock, common stock equivalents, indebtedness or any combination thereof (a “ Subsequent Financing Series D Warrants The Series D Warrants originally had an exercise price equal to $0.81 per share of common stock. In April 2012, the number of Series D Warrants increased by 530,406 to a total of 1,047,875 and each Series D Warrant had an exercise price reset to $0.40 per share of common stock. In December of 2013 the number of Series D Warrants increased by 628,733 to a total of 1,676,608 and each Series D Warrant had an exercise price reset to $0.25 per share of common stock. The Series D Warrants will be exercisable beginning on the six-month anniversary of the date of issuance and expire five years from the initial exercise date. The Series D Warrants permit the holder to conduct a “cashless exercise” at any time a registration statement registering, or the prospectus contained therein, is not available for the issuance of the shares of common stock issuable upon exercise of the Series D Warrant, and under certain circumstances at the expiration of the Series D Warrants. The exercise price and/or number of shares of common stock issuable upon exercise of the Series D Warrants are subject to adjustment for certain stock dividends, stock splits or similar capital reorganizations, as set forth in the Warrants. The exercise price is also subject to adjustment in the event that we issue any shares of common stock or common stock equivalents at a per share price that is lower than the exercise price for the Series D Warrants then in effect. Upon any such issuance, subject to certain exceptions, the exercise price will be reduced to the per share price at which such shares of common stock or common stock equivalents are issued and number of Series D Warrant shares issuable thereunder shall be increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. Unless waived under certain circumstance by the holder of a Series D Warrant, such holder may not exercise the Series D Warrant if upon such exercise the holder’s beneficial ownership of the Company’s common stock would exceed certain thresholds. In the event we consummate a merger or consolidation with or into another person or other reorganization event in which our shares of common stock are converted or exchanged for securities, cash or other property, or we sell, lease, license or otherwise dispose of all or substantially all of our assets or we or another person acquire 50% or more of our outstanding shares of common stock, then following such event, the holders of the Series D Warrants will be entitled to receive upon exercise of the Series D Warrants the same kind and amount of securities, cash or property which the holders would have received had they exercised the Series D Warrants immediately prior to such fundamental transaction. Series G Convertible Preferred Stock On July 6 and November 15, 2012, we completed a private placement, pursuant to which we sold an aggregate of 145,320 units for a purchase price of $5.00 per unit (the “Series G Purchase Price”), resulting in gross proceeds to us of $726,600 (the “ Series G Private Placement Series G Unit Series G Warrant Each share of Series G Preferred Stock will receive a cumulative dividend at the annual rate of (i) four percent (4%) on those shares of Series G Preferred Stock purchased from the Company by an individual purchaser with an aggregate investment of less than $100,000, (ii) six percent (6%) on those shares of Series G Preferred Stock purchased from the Company by an individual purchaser with an aggregate investment of at least $100,000 but less than $250,000, and (iii) twelve percent (12%) on those shares of Series G Preferred Stock purchased from the Company by an individual purchaser with an aggregate investment of at least $250,000. Dividends accruing on the Series G Preferred Stock shall accrue from day to day until, and shall be paid within fifteen (15) days of, the first anniversary of, the original issue date of the Series G Preferred Stock; provided, however, if any shares of the Company’s Series E Preferred Stock are outstanding at such time, payment of the accrued dividends on the Series G Preferred Stock shall be deferred until no such shares of Series E Convertible Preferred Stock remain outstanding. The Company may pay accrued dividends on the Series G Preferred Stock in cash or in shares of its common stock equal to the volume weighted average price of the common stock as reported by the OTCQB for the ten (10) trading days immediately preceding the Series G’s first anniversary. At the election of the Company and upon required advanced notice, each share of Series G Preferred Stock will automatically be converted into shares of common stock at the Conversion Ratio then in effect: (i) if, after 6 months from the original issuance date of the Series G Preferred Stock, the common stock trades on the OTCQB (or other primary trading market or exchange on which the common stock is then traded) at a price equal to at least $0.75, for 7 out of 10 consecutive trading days with average daily trading volume of at least 10,000 shares, (ii) on or after the first anniversary of the original issuance date of the Series G Preferred Stock or (iii) upon completion of a firm-commitment underwritten registered public offering by the Company at a per share price equal to at least $0.75, with aggregate gross proceeds to the Company of not less than $2.5 million. Unless waived under certain circumstances by the holder of the Series G Preferred Stock, such holder’s Series G Preferred Stock may not be converted if upon such conversion the holder’s beneficial ownership would exceed certain thresholds. The holders of Series G Preferred Stock are not entitled to vote on any matters presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), except as required by law. Series G Warrants The Series G Warrants issued in the Series G Private Placement had an exercise price equal to $0.50 per share and expired on July 6, 2015. Series H Convertible Preferred Stock On December 28, 2012 the Company amended the Articles of Incorporation to authorize 10,000 shares of Series H Convertible Preferred Stock. On January 4, 2013, the Company reported that it had entered into a securities purchase and exchange agreement with an investor, pursuant to which the Company agreed to exchange 1,000,000 shares of the Company’s common stock, par value $0.01 per share of common stock held by the investor for an aggregate of 10,000 shares of a newly created series of preferred stock, designated Series H Convertible Preferred Stock, par value $0.01 per share (the “ Series H Preferred Stock Series H2 Convertible Preferred Stock On December 23, 2014 the Company amended the Articles of Incorporation to authorize 21 shares of Series H2 Convertible Preferred Stock. On December 23, 2014, the Company reported that it had entered into a securities purchase and exchange agreement with an investor, pursuant to which the Company agreed to exchange 2,100,000 shares of the Company’s common stock, par value $0.01 per share of common stock held by the investor for an aggregate of 21 shares of a newly created series of preferred stock, designated Series H2 Convertible Preferred Stock, par value $0.01 per share (the “ Series H2 Preferred Stock Series J Convertible Preferred Stock On February 6, March 28 and May 20, 2013, the Company entered into a Securities Purchase with various individuals pursuant to which the Company sold an aggregate of 5,087.5 units for a purchase price of $400.00 per unit (the “Purchase Price”), or an aggregate Purchase Price of $2,034,700. Each unit purchased in the initial tranche consists of (i) one share of a newly created series of preferred stock, designated Series J Convertible Preferred Stock, par value $0.01 per share (the “Series J Convertible Preferred Stock”), convertible into 1,000 shares of the Company’s common stock, par value $0.01 per share and (ii) a warrant to purchase 1,000 shares of common stock at an exercise price equal to $0.40 per share. The warrants expire three years from the issuance date. From the date of issuance of any shares of Series J Convertible Preferred Stock and until the earlier of the first anniversary of such date, the voluntary conversion of any shares of Series J Convertible Preferred Stock, or the date of any mandatory conversion (solely under the Company’s control based upon certain triggering events) of the Series J Convertible Preferred Stock, dividends will accrue on each share of Series J Convertible Preferred Stock at an annual rate of (i) four percent (4%) of the Purchase Price on those shares of Series J Convertible Preferred Stock purchased from the Company pursuant to the Securities Purchase Agreement by an individual purchaser who purchased from the Company shares of Series J Convertible Preferred Stock with an aggregate Purchase Price of less than $250,000, and (ii) six percent (6%) of the Purchase Price on those shares of Series J Convertible Preferred Stock purchased from the Company pursuant to the Securities Purchase Agreement by an individual purchaser who purchased shares of Series J Convertible Preferred Stock with an aggregate purchase price of at least $250,000. Dividends accruing on the Series J Convertible Preferred Stock shall accrue from day to day until the earlier of the first anniversary of the date of issuance of such shares of Series J Convertible Stock, the voluntary conversion of any shares of Series J Convertible Preferred Stock, or the date of any mandatory conversion of the Series J Convertible Preferred Stock, and shall be paid, as applicable, within fifteen (15) days of the first anniversary of the original issue date of the Series J Convertible Preferred Stock, within five (5) days of the voluntary conversion of shares of the Series J Convertible Preferred Stock, or within five (5) days of the mandatory conversion of shares of the Series J Convertible Preferred Stock. The Company may pay accrued dividends on the Series J Convertible Preferred Stock in cash or, in the sole discretion of the Board of Directors of the Company, in shares of its common stock in accordance with a specified formula. Each share of Series J Convertible Preferred Stock is convertible into 1,000 shares of common stock at the option of the holder on or after the six-month anniversary of the issuance of such share, subject to adjustment for stock splits, stock dividends, recapitalizations and similar transactions (the “Conversion Ratio”). Unless waived under certain circumstances by the holder of Series J Convertible Preferred Stock, such holder’s shares of Series J Convertible Preferred Stock may not be converted if upon such conversion the holder’s beneficial ownership would exceed certain thresholds. At the election of the Company and upon required advance notice, each share of Series J Convertible Preferred Stock will automatically be converted into shares of common stock at the Conversion Ratio then in effect: (i) on or after the six-month anniversary of the original issuance date of the Series J Convertible Preferred Stock, the common stock trades on the OTCQB (or other primary trading market or exchange on which the common stock is then traded) at a price per share equal to at least $0.80 for 7 out of 10 consecutive trading days with average daily trading volume of at least 50,000 shares, (ii) on the first anniversary of the original issuance date of the Series J Convertible Preferred Stock or (iii) within three days of the completion of a firm-commitment underwritten registered public offering by the Company at a per share price equal to at least $0.80, with aggregate gross proceeds to the Company of not less than $2.5 million. Unless waived under certain circumstances by the holder of the Series J Convertible Preferred Stock, such holder’s Series J Convertible Preferred Stock may not be converted if upon such conversion the holder’s beneficial ownership would exceed certain thresholds. The holders of Series J Convertible Preferred Stock are not entitled to vote on any matters presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), except as required by law. Series J Warrants The Series J Warrants issued in the Series J Private Placement had an exercise price equal to $0.40 per share and expired on February 6, March 28 and May 20, 2016. Registration Rights Agreement In connection with the Private Placement, the Company has agreed that, if, at any time after February 1, 2014, the Company files a Registration Statement relating to an offering of equity securities of the Company (the “Registration Statement”), subject to certain exceptions, including a Registration Statement relating solely to an offering or sale of securities having an aggregate public offering price of less than $5,000,000, the Company shall include in the Registration Statement the resale of the shares of common stock underlying the Warrants. Shares of common stock issued upon conversion of Series J Convertible Preferred Stock or in payment of the dividend on the Series J Convertible Preferred Stock will not be registered and will not be subject to registration rights. This right is subject to customary conditions and procedures. Series K Convertible Preferred Stock On December 12, 2013, the Company entered into a Securities Purchase with various individuals pursuant to which the Company sold an aggregate of 4,000 units for a purchase price of $250.00 per unit (the “Purchase Price”), for an aggregate Purchase Price of $1,000,000. Each unit purchased in the initial tranche consists of (i) one share of a newly created series of preferred stock, designated Series K Convertible Preferred Stock, par value $0.01 per share (the “Series K Convertible Preferred Stock”), convertible into 1,000 shares of the Company’s common stock, par value $0.01 per share and (ii) a warrant to purchase 500 shares of common stock at an exercise price equal to $0.3125 per share. The warrants expire three years from the issuance date. Of the $1,000,000 invested in the Private Placement, $572,044 was received in cash and $427,956 was from the conversion of outstanding indebtedness and interest. The Company incurred $43,334 of fees in conjunction with this private placement. The purchasers in the initial tranche of the private placement consisted of certain existing and new investors in the Company as well as all of the members of the Company’s Board of Directors. From the date of issuance of any shares of Series K Convertible Preferred Stock and until the earlier of the first anniversary of such date, the voluntary conversion of any shares of Series K Convertible Preferred Stock, or the date of any mandatory conversion (solely under the Company’s control based upon certain triggering events) of the Series K Convertible Preferred Stock, dividends will accrue on each share of Series K Convertible Preferred Stock at an annual rate of (i) four percent (4%) of the Purchase Price on those shares of Series K Convertible Preferred Stock purchased from the Company pursuant to the Securities Purchase Agreement by an individual purchaser who purchased from the Company shares of Series K Convertible Preferred Stock with an aggregate Purchase Price of less than $100,000, and (ii) six percent (6%) of the Purchase Price on those shares of Series K Convertible Preferred Stock purchased from the Company pursuant to the Securities Purchase Agreement by an individual purchaser who purchased shares of Series K Convertible Preferred Stock with an aggregate purchase price of at least $100,000. Dividends accruing on the Series K Convertible Preferred Stock shall accrue from day to day until the earlier of the first anniversary of the date of issuance of such shares of Series K Convertible Stock, the voluntary conversion of any shares of Series K Convertible Preferred Stock, or the date of any mandatory conversion of the Series K Convertible Preferred Stock, and shall be paid, as applicable, within fifteen (15) days of the first anniversary of the original issue date of the Series K Convertible Preferred Stock, within five (5) days of the voluntary conversion of shares of the Series K Convertible Preferred Stock, or within five (5) days of the mandatory conversion of shares of the Series K Convertible Preferred Stock. The Company may pay accrued dividends on the Series K Convertible Preferred Stock in cash or, in the sole discretion of the Board of Directors of the Company, in shares of its common stock in accordance with a specified formula. Each share of Series K Convertible Preferred Stock is convertible into 1,000 shares of common stock at the option of the holder on or after the six-month anniversary of the issuance of such share, subject to adjustment for stock splits, stock dividends, recapitalizations and similar transactions (the “Conversion Ratio”). Unless waived under certain circumstances by the holder of Series K Convertible Preferred Stock, such holder’s shares of Series K Convertible Preferred Stock may not be converted if upon such conversion the holder’s beneficial ownership would exceed certain thresholds. At the election of the Company and upon required advance notice, each share of Series K Convertible Preferred Stock will automatically be converted into shares of common stock at the Conversion Ratio then in effect: (i) on or after the six-month anniversary of the original issuance date of the Series K Convertible Preferred Stock, the common stock trades on the OTCQB (or other primary trading market or exchange on which the common stock is then traded) at a price per share equal to at least $0.80 for 7 out of 10 consecutive trading days with average daily trading volume of at least 50,000 shares, (ii) on the first anniversary of the original issuance date of the Series K Convertible Preferred Stock or (iii) within three days of the completion of a firm-commitment underwritten registered public offering by the Company at a per share price equal to at least $0.80, with aggregate gross proceeds to the Company of not less than $2.5 million. Unless waived under certain circumstances by the holder of the Series K Convertible Preferred Stock, such holder’s Series K Convertible Preferred Stock may not be converted if upon such conversion the holder’s beneficial ownership would exceed certain thresholds. The proceeds from the sale of each Series K Unit were allocated between the Series K Convertible Preferred Stock and the Series K Warrants based on the relative fair value method. The estimated fair value of the Series K Warrants was determined using a Black-Scholes formula, resulting in an allocation of the gross proceeds of $271,422 to the total warrants issued. The allocation of the gross proceeds to the Series K Convertible Preferred Stock was $685,245, net of $43,334 in fees. In accordance with the provisions of ASC 470-20, an additional adjustment in the aggregate between Additional Paid in Capital and Accumulated Deficit of $1,495,415 was recorded for all tranches of Series K to reflect an implicit, deemed non-cash dividend related to the allocation of proceeds between the stock and warrants issued. The $1,495,415 represents the aggregate value of the adjustment to additional paid in capital related to the beneficial conversion feature of the Series K Convertible Preferred Stock. The value adjustment was calculated by subtracting the fair market value of the underlying common stock on the closing dates issuable upon conversion of the Series K Convertible Preferred Stock from the fair market value of the Series K Convertible Preferred Stock as determined when the Company performed a fair market value allocation of the proceeds to the Series K Convertible Preferred Stock and warrants. On January 29, 2014, the Company entered into a Securities Purchase Agreement with various accredited investors, pursuant to which the Company sold an aggregate of 4,875 units for a purchase price of $250.00 per unit or an aggregate Purchase Price of $1,218,750. This was the second tranche of a $1.5 million private placement previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2013, which is incorporated by reference herein. The Purchasers in the second tranche of the Private Placement consisted of certain existing and new investors in the Company, as well as all of the members of the Company’s board of directors. Each unit purchased in the second tranche consists of (i) one share of Series K Convertible Preferred Stock, par value $0.01 per share, convertible into 1,000 shares of the Company’s common stock, par value $0.01 per share and (ii) a warrant to purchase 500 shares of common stock at an exercise price equal to $0.3125 per share, with a term expiring on January 29, 2017. On February 28, 2014, the Company entered into a Securities Purchase Agreement with various accredited investors, pursuant to which the Company sold an aggregate of 1,854 units for a purchase price of $340.00 per unit or an aggregate Purchase Price of $630,360. This was the third tranche of a $1.5 million private placement previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2013, which is incorporated by reference herein. The Purchasers in the third tranche of the Private Placement consisted of certain existing and new investors in the Company. Each unit purchased in the third tranche consists of (i) one share of Series K Convertible Preferred Stock, par value $0.01 per share convertible into 1,000 shares of the Company’s common stock, par value $0.01 per share and (ii) a warrant to purchase 500 shares of common stock at an exercise price equal to $0.425 per share, with a term expiring on February 28, 2017. On June 30, 2014, the Company entered into a Securities Purchase Agreement with various accredited investors, pursuant to which the Company sold an aggregate of 734 units for a purchase price of $300.00 per unit or an aggregate Purchase Price of $220,000. This was the fourth tranche of a $1.5 million private placement previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2013, which is incorporated by reference herein. The Purchasers in the fourth tranche of the Private Placement consisted of certain existing and new investors in the Company. Each unit purchased in the fourth tranche consists of (i) one share of Series K Convertible Preferred Stock, par value $0.01 per share convertible into 1,000 shares of the Company’s common stock, par value $0.01 per share and (ii) a warrant to purchase 500 shares of common stock at an exercise price equal to $0.375 per share, with a term expiring on June 30, 2017. On November 12, 2014, the Company entered into a Securities Purchase Agreement with various accredited investors, pursuant to which the Company sold an aggregate of 1,052 units for a purchase price of $250.00 per unit or an aggregate Purchase Price of $263,000. This was the fifth tranche of a $1.5 million private placement previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2013, which is incorporated by reference herein. The Purchasers in the fourth tranche of the Private Placement consisted of certain existing and new investors in the Company. Each unit purchased in the fifth tranche consists of (i) one share of Series K Convertible Preferred Stock, par value $0.01 per share convertible into 1,000 shares of the Company’s common stock, par value $0.01 per share and (ii) a warrant to purchase 500 shares of common stock at an exercise price equal to $0.3125 per share, with a term expiring on November 12, 2017. The Private Placement was originally expected to raise $1.5 million and close on or before January 31, 2014. On January 29, 2014, the Company’s Board of Directors voted to increase the subscription amount of the Private Placement by $718,750. The Board of Directors also voted to extend the Private Placement until February 28, 2014. On February 28, 2014 the Company’s Board of Directors voted to increase the subscription amount once again to a total of $3.5 million and extended the closing to April 4, 2014. On April 13, 2014 the Company’s Board of Directors voted to increase the subscription amount by $1 million, to a total of $4.5 million, and extended the closing to May 31, 2014. On July 7, 2014 the Company’s Board of Directors voted to extend the closing to August 15, 2014. Together with the initial tranche of $1,000,000 that closed on December 12, 2013, the second tranche of $1,218,750 that closed January 29, 2014, the third tranche of $630,360 that closed February 28, 2014, the fourth tranche of $220,000 that closed June 30, 2014, and the fifth tranche of $263,000 that closed November 12, 2014,the total consideration received by the Company in the Private Placement is $3,332,110, which is comprised of $2,511,404 in cash and $820,706 from the conversion of outstanding indebtedness and Board of Director fees. The placement was closed after the November 12, 2014 round. On September 22, 2014 the Company issued 64,000 shares of common stock for the conversion of 64 shares of Series K Preferred Convertible Stock. In connection with the Series K Warrants, we calculated the fair value of the warrants received as described above using the Black- Scholes formula with the below assumptions: Assumptions Series K Warrants December 12, 2013 Series K Warrants January 29, 2014 Series K Warrants February 28, 2014 Series K Warrants June 30, 2014 Series K Warrants November 12, 2014 Contractual life (in months) 36 36 36 36 36 Expected volatility 136.1 152.4 152.7 153.9 153.9 Risk-free interest rate 0.39 % 0.39 % 0.39 % 0.90 % 0.90 % Exercise price $ 0.3125 $ 0.3125 $ 0.425 $ 0.375 $ 0.3125 Fair value per warrant $ 0.20 $ 0.30 $ 0.37 $ 0.29 $ 0.23 The holders of Series K Convertible Preferred Stock are not entitle |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | (10) Subsequent Events On March 21, 2017, we received an eight-month, non-convertible loan of $170,000 from an accredited investor. The loan earns an annual interest rate of 10% and includes a 10% original issue discount. We also agreed to issue the investor 170,000 shares of restricted common stock. On March 16, 2017, we awarded 660,000 incentive stock options to certain employees and 1,855,000 non-qualified stock options to officers, consultants and directors of the Company. Terms of the stock options include the following significant items: (i) $0.28 exercise price, (ii) 10-year life, (iii) 36 month vesting equally per month for employees and 12 month vesting equally per month for directors, (iv) options vest immediately upon change in-control. On March 14, 2017, we received an eight-month, non-convertible loan of $250,000 from a privately-held investment firm. The loan earns an annual interest rate of 10% and includes a 10% original issue discount. We also agreed to issue the investor 250,000 shares of restricted common stock. On March 2, 2017, we signed a Merchant Agreement with a lender. Under the agreement we received a loan of $75,000. The Company paid no fees in connection with this loan. On February 15, 2017, we received a six-month, non-convertible loan of $110,000 from each of two accredited investors. We agreed to issue the investors 170,000 shares of restricted common stock. The loans earn no interest but carry a 10% original issue fee. On February 6, 2017, we signed a Merchant Agreement with a lender. Under the agreement we received a loan of $125,000. The Company paid $1,250 in fees in connection with this loan. Under the agreement, $16,180 was used to pay off the prior loan. We received $250,000 in January 2017 and $500,000 in February 2017 pursuant to the October Revolving Note and we issued to the Investor additional warrants to purchase 1,875,000 shares of our common stock. The terms of the Warrants are identical except for the exercise date, issue date, and termination date. Interest on the principal balance of the Revolving Note shall be paid in full on the Maturity Date, unless otherwise paid prior to the Maturity Date. On January 17, 2017, we signed a one-year agreement with an investor relations firm. We have the right to terminate the agreement within 10 days of the end of each three-month period. We are committed to pay the IR firm $25,000 for each three-month term, in three equal monthly allotments, should we choose to keep them under contract. We also have awarded the IR firm warrants to purchase the Company’s restricted common stock at an exercise price of $0.40/share. The number of warrants and exercise price that we are committed to pay the IR firm for each three-month period, should we choose to keep them under contract, is as follows: Months 1-3: 100,000 warrants at $0.40. Months 4-6: 125,000 warrants at $0.60. Months 7-9: 125,000 warrants at $0.80. Months 10-12: 150,000 warrants at $1.00. In January 2017, we executed an amendment to the July 1, 2016 convertible note that was due on January 6, 2017. We received an extension of up to three months on the note’s due date. In exchange for the extension, we agreed to issue 50,000 shares of restricted common stock and pay the investor $10,000 for each 30-day extension. We made a payment of $34,000 in January 2017 for the first one-month extension and interest on the note from the initial close date through February 6, 2017. On February 28, 2017, the note was paid in full. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | i. Principles of Consolidation The consolidated financial statements include the accounts of Pressure BioSciences, Inc., and its wholly-owned subsidiary PBI BioSeq, Inc. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | ii. Use of Estimates To prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, we are required to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In addition, significant estimates were made in projecting future cash flows to quantify impairment of assets, deferred tax assets, the costs associated with fulfilling our warranty obligations for the instruments that we sell, and the estimates employed in our calculation of fair value of stock options awarded, beneficial conversion features and derivative liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from the estimates and assumptions used. |
Revenue Recognition | iii. Revenue Recognition Revenue is recognized when realized or when realizable and earned when all the following criteria have been met: persuasive evidence of an arrangement exists; goods were shipped, delivery of service has occurred and risk of loss has passed to the customer; the seller’s price to the buyer is fixed or determinable; and collectability is reasonably assured. Our current instruments, the Barocycler NEP3229 and NEP2320, require a basic level of instrumentation expertise to set-up for initial operation. To support a favorable first experience for our customers, upon customer request and for an additional fee, we will send a highly trained technical representative to the customer site to install Barocyclers that we sell, lease, or rent through our domestic sales force. The installation process includes uncrating and setting up the instrument, followed by introductory user training. Product revenue related to current Barocycler instrumentation is recognized upon shipment of the unit, or in the case where the customer requests installation and training, the completion of the installation and introductory training process of the instrumentation at the customer location, for domestic installations. Product revenue related to sales of PCT instrumentation to our foreign distributors is recognized upon shipment through a common carrier. We provide for the expected costs of warranty upon the recognition of revenue for the sales of our instrumentation. Our sales arrangements do not provide our customers with a right of return. Product revenue related to the HUB440 and our consumable products such as PULSE Tubes, MicroTubes, and application specific kits is recorded upon shipment through a common carrier. Shipping costs are included in sales and marketing expense. Any shipping costs billed to customers are recognized as revenue. The Company applies ASC 845, “Accounting for Non-Monetary Transactions”, to account for products and services sold through non-cash transactions based on the fair values of the products and services involved, where such values can be determined. Non-cash exchanges would require revenue to be recognized at recorded cost or carrying value of the assets or services sold if any of the following conditions apply: a) The fair value of the asset or service involved is not determinable. b) The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange. c) The transaction lacks commercial substance. The Company currently records revenue for its non-cash transactions at recorded cost or carrying value of the assets or services sold. We account for our lease agreements under the operating method. We record revenue over the life of the lease term and we record depreciation expense on a straight-line basis over the thirty-six month estimated useful life of the Barocycler instrument. The depreciation expense associated with assets under lease agreement is included in the “Cost of PCT products and services” line item in our consolidated statements of operations. Many of our lease and rental agreements allow the lessee to purchase the instrument at any point during the term of the agreement with partial or full credit for payments previously made. We pay all maintenance costs associated with the instrument during the term of the leases. Revenue from government grants is recorded when qualifying expenses are incurred under the grant in accordance with the terms of the grant award. Deferred revenue represents amounts received from grants and the Company’s service contracts for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue represents the amount to be recognized within one year from the balance sheet date based on the estimated performance period of the underlying deliverables. Revenue from service contracts is recorded ratably over the length of the contract. Our transactions sometimes involve multiple elements (i.e., products and services). Revenue under multiple element arrangements is recognized in accordance with FASB ASC 605-25 Multiple-Element Arrangements (“ASC 605”) |
Cash and Cash Equivalents | iv. Cash and Cash Equivalents Our policy is to invest available cash in short-term, investment grade interest-bearing obligations, including money market funds, and bank and corporate debt instruments. Securities purchased with initial maturities of three months or less are valued at cost plus accrued interest, which approximates fair value, and are classified as cash equivalents. |
Research and Development | v. Research and Development Research and development costs, which are comprised of costs incurred in performing research and development activities including wages and associated employee benefits, facilities, consumable products and overhead costs that are expensed as incurred. In support of our research and development activities we utilize our Barocycler instruments that are capitalized as fixed assets and depreciated over their expected useful life. |
Inventories | vi. Inventories Inventories are valued at the lower of cost (average cost) or market (sales price). The cost of Barocyclers consists of the cost charged by the contract manufacturer. The cost of manufactured goods includes material, freight-in, direct labor, and applicable overhead. The composition of inventory as of December 31, is as follows: 2016 2015 Raw materials $ 326,228 $ 310,367 Finished goods 599,056 778,004 Inventory reserve (20,000 ) (50,000 ) Total $ 905,284 $ 1,038,371 |
Property and Equipment | vii. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. For financial reporting purposes, depreciation is recognized using the straight-line method, allocating the cost of the assets over their estimated useful lives of three years for certain laboratory equipment, from three to five years for management information systems and office equipment, and three years for all PCT finished units classified as fixed assets. |
Intangible Assets | viii. Intangible Assets We have classified as intangible assets, costs associated with the fair value of acquired intellectual property. Intangible assets, including patents, are being amortized on a straight-line basis over sixteen years. We perform an annual review of our intangible assets for impairment. When impairment is indicated, any excess of carrying value over fair value is recorded as a loss. As of December 31, 2016 and 2015, the outstanding balance for intangible assets is zero. |
Long-Lived Assets | ix. Long-Lived Assets The Company’s long-lived assets are reviewed for impairment in accordance with the guidance of the FASB ASC 360-10-05, Property, Plant, and Equipment |
Concentrations | x. Concentrations Credit Risk Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash, cash equivalents and trade receivables. We have cash investment policies which, among other things, limit investments to investment-grade securities. We perform ongoing credit evaluations of our customers, and the risk with respect to trade receivables is further mitigated by the fact that many of our customers are government institutions and university labs. Allowances are provided for estimated amounts of accounts receivable which may not be collected. At December 31, 2016 and 2015, we determined that no allowance against accounts receivable was necessary. The following table illustrates the level of concentration of the below two groups within revenue as a percentage of total revenues during the years ended December 31: 2016 2015 Top Five Customers 29 % 38 % Federal Agencies 3 % 23 % The following table illustrates the level of concentration of the below two groups within accounts receivable as a percentage of total accounts receivable balance as of December 31: 2016 2015 Top Five Customers 82 % 93 % Federal Agencies 1 % 1 % Investment in Available-For-Sale Equity Securities As of December 31, 2016, we held 601,500 shares of common stock of Everest, a Polish publicly traded company listed on the Warsaw Stock Exchange. We exchanged 1,000,000 shares of our common stock for the 601,500 shares from Everest. We account for this investment in accordance with ASC 320 “Investments — Debt and Equity Securities” |
Computation of Loss per Share | xi. Computation of Loss per Share Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For purposes of this calculation, convertible preferred stock, common stock dividends, warrants to acquire preferred stock convertible into common stock, and warrants and options to acquire common stock, are all considered common stock equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these are anti-dilutive. The following table illustrates our computation of loss per share for the years ended December 31: 2016 2015 Numerator: Net loss $ (2,706,984 ) $ (7,415,298 ) Preferred dividends accrued - (23,194 ) Net loss applicable to common shareholders $ (2,706,984 ) $ (7,438,492 ) Denominator for basic and diluted loss per share: Weighted average common shares outstanding 27,339,362 20,726,205 Loss per common share - basic and diluted $ (0.10 ) $ (0.36 ) The following table presents securities that could potentially dilute basic loss per share in the future. For all periods presented, the potentially dilutive securities were not included in the computation of diluted loss per share because these securities would have been anti-dilutive for the years ended December 31: 2016 2015 Stock options 5,269,250 5,571,250 Convertible debt 26,733,955 19,689,286 Common stock warrants 26,459,695 29,227,664 Convertible preferred stock: Series D Convertible Preferred 750,000 750,000 Series G Convertible Preferred 865,700 865,700 Series H Convertible Preferred 1,000,000 1,000,000 Series H2 Convertible Preferred 2,100,000 2,100,000 Series J Convertible Preferred 3,521,000 3,546,000 Series K Convertible Preferred 6,816,000 11,416,000 73,515,600 74,165,900 |
Accounting for Income Taxes | xii. Accounting for Income Taxes We account for income taxes under the asset and liability method, which requires recognition of deferred tax assets, subject to valuation allowances, and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. The Company considers many factors when assessing the likelihood of future realization of our deferred tax assets, including recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to us for tax reporting purposes, and other relevant factors. A valuation allowance is established if it is more likely than not that all or a portion of the net deferred tax assets will not be realized. If substantial changes in the Company’s ownership should occur, as defined in Section 382 of the Internal Revenue Code, there could be significant limitations on the amount of net loss carry forwards that could be used to offset future taxable income. Tax positions must meet a “more likely than not” recognition threshold at the effective date to be recognized. At December 31, 2016 and 2015, the Company did not have any uncertain tax positions. No interest and penalties related to uncertain tax positions were accrued at December 31, 2016 and 2015. |
Accounting for Stock-Based Compensation | xiii. Accounting for Stock-Based Compensation We maintain equity compensation plans under which incentive stock options and non-qualified stock options are granted to employees, independent members of our Board of Directors and outside consultants. We recognize equity compensation expense over the requisite service period using the Black-Scholes formula to estimate the fair value of the stock options on the date of grant. Employee awards are accounted for under ASC 718 where the awards are valued at grant date. Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at earlier of commitment date or completion of services. Determining Fair Value of Stock Option Grants Valuation and Amortization Method Expected Term Compensation-Stock Compensation Expected Volatility Risk-Free Interest Rate Forfeitures Compensation-Stock Compensation The following table summarizes the assumptions we utilized for grants of stock options to the three sub-groups of our stock option recipients during the year ended December 31, 2015: Assumptions Non-Employee Board Members CEO, other Officers and Employees Expected life 6.0 (yrs) 6.0 (yrs) Expected volatility 116.32%-141.15 % 116.32%-141.15 % Risk-free interest rate 0.65%-2.54 % 0.65%-2.54 % Forfeiture rate 5.00 % 5.00 % Expected dividend yield 0.0 % 0.0 % We recognized stock-based compensation expense of $379,964 and $208,989 for the years ended December 31, 2016 and 2015, respectively. The following table summarizes the effect of this stock-based compensation expense within each of the line items within our accompanying consolidated statements of operations for the years ended December 31: 2016 2015 Research and development $ 65,500 $ 50,617 Selling and marketing 42,315 32,704 General and administrative 272,149 125,668 Total stock-based compensation expense $ 379,964 $ 208,989 During the years ended December 31, 2016 and 2015, the total fair value of stock options awarded was $0 and $598,582, respectively. As of December 31, 2016, the total estimated fair value of unvested stock options to be amortized over their remaining vesting period was $369,224. The non-cash, stock based compensation expense associated with the vesting of these options will be $212,957 in 2017 and $156,267 in 2018. |
Advertising | xiv. Advertising Advertising costs are expensed as incurred. We incurred $19,125 in 2016 and $12,291 in 2015 for advertising. |
Fair Value of Financial Instruments | xv. Fair Value of Financial Instruments Due to their short maturities, the carrying amounts for cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value. Short-term and long-term liabilities are primarily related to liabilities transferred under contractual arrangements with carrying values that approximate fair value. |
Fair Value Measurements | xvi. Fair Value Measurements The Company follows the guidance of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures ASC 820 The Company generally defines fair value as 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 (exit price). The Company uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that its financial assets are currently classified within Level 1 and that its financial liabilities are currently all classified within Level 3 in the fair value hierarchy. The following tables set forth the Company’s financial assets and financial liabilities that were accounted for at fair value on a recurring basis as of December 31, 2016 and December 31, 2015. The development of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. Fair value measurements at December 31, 2016 using: December 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Available-For-Sale Equity Securities 25,865 25,865 - - Total Financial Assets $ 25,865 $ 25,865 $ - $ - December 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Series D Preferred Stock Purchase Warrants $ 23,313 - - $ 23,313 Warrants Issued with Convertible Debt 1,661,795 - - 1,661,795 Conversion Option Derivative Liabilities 951,059 - - 951,059 Total Derivatives $ 2,636,167 $ - $ - $ 2,636,167 Fair value measurements at December 31, 2015 using: December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Available-For-Sale Equity Securities 294,522 294,522 - - Total Financial Assets $ 294,522 $ 294,522 $ - $ - December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Series D Preferred Stock Purchase Warrants $ 173,526 - - $ 173,526 Warrants Issued with Convertible Debt 3,122,450 - - 3,122,450 Conversion Option Derivative Liabilities 3,940,791 - - 3,940,791 Total Derivatives $ 7,236,767 $ - $ - $ 7,236,767 The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: January 1, 2016 Issuance fair value Change in fair value December 31, 2016 Series D Preferred Stock Purchase Warrants $ 173,526 $ - $ (150,213 ) $ 23,313 Warrants Issued with Convertible Debt 3,122,450 1,094,432 (2,555,087 ) 1,661,795 Conversion Option Derivative Liabilities 3,940,791 1,547,127 (4,536,859 ) 951,059 Total Derivatives $ 7,236,767 $ 2,641,559 $ (7,242,159 ) $ 2,636,167 January 1, 2015 Issuance fair value Change in fair value Gain on extinguishment of derivative liabilities December 31, 2015 Series D Preferred Stock Purchase Warrants $ 159,875 $ - $ 13,651 $ - $ 173,526 Warrants Issued with Convertible Debt - 2,320,021 802,429 - 3,122,450 Conversion Option Derivative Liabilities 590,341 5,305,185 600,445 (2,555,180 ) 3,940,791 Total Derivatives $ 750,216 $ 7,625,206 $ 1,416,525 $ (2,555,180 ) $ 7,236,767 The issuance fair values for 2016 and 2015 include the “day 1” derivative losses on the conversion option derivative liabilities of $1,337,510 and $805,476, respectively, which are included in “change in fair value of derivative liabilities” in the consolidated statements of operations. The fair value of the derivative liabilities was determined using a binomial pricing model. The assumptions for the binomial pricing model are represented in the table below for the warrants issued in the Series D private placement reflected on a per share common stock equivalent basis. Assumptions November 10, 2011 Warrants revalued at December 31, 2015 Warrants revalued at December 31, 2016 Expected life (in months) 60.0 11.0 5.0 Expected volatility 104.5 % 104.9 % 83.5 % Risk-free interest rate 0.875 % 0.65 % 0.62 % Exercise price $ 0.81 $ 0.25 $ 0.25 Fair value per warrant $ 0.54 $ 0.16 $ 0.02 The assumptions for the binomial pricing model are represented in the table below for the warrants issued with the Convertible Debt in 2015 and 2016 reflected on a per share common stock equivalent basis. Assumptions At Issuance Fair value Warrants revalued at December 31, 2015 Warrants revalued at December 31, 2016 Expected life (in months) 60.0 55.0-60.0 43.0-51.0 Expected volatility 118.3-120.1 % 136.3-141.6 % 110.0-116.0 % Risk-free interest rate 1.48-1.69 % 1.29-1.76 % 1.93 % Exercise price $ 0.40 $ 0.40 $ 0.40 Fair value per warrant $ 0.19-$0.21 $ 0.30 $ 0.12-0.14 The assumptions for the binomial pricing model are represented in the table below for the conversion options reflected on a per share common stock equivalent basis. Assumptions At Issuance fair value At Settlement fair value Conversion options revalued at December 31, 2015 Conversion options revalued at December 31, 2016 Expected life (in months) 6.0-24.0 0-18.0 18-24 6.0-15.0 Expected volatility 104.2-153.8 % 86.9%-142.2 % 112.2-114.7 % 84.4-94.8 % Risk-free interest rate 0.05-0.99 % 0.01-0.72 % 1.06 % 0.62-0.85 % Exercise price $ 0.10-$0.35 $ 0.10-$0.25 $ 0.28 $ 0.28 Fair value per conversion option $ 0.09-$0.28 $ 0.07-$0.26 $ 0.14-$0.33 $ 0.03-$0.06 |
Recently Issued Accounting Standards | xvii. Recently Issued Accounting Standards In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. The Company early-adopted ASU 2015-03 as of the end of its Fiscal 2015, and applied its provisions retrospectively. The adoption of ASU 2015-03 resulted in the reclassification of approximately $888,000 unamortized debt issuance costs related to the Company’s Senior Notes (see Note 8) from other non-current assets to long-term debt within its consolidated balance sheets as of December 31, 2015. Other than this reclassification, the adoption of ASU 2015-03 and other new pronouncements that have been issued did not have an impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | The composition of inventory as of December 31, is as follows: 2016 2015 Raw materials $ 326,228 $ 310,367 Finished goods 599,056 778,004 Inventory reserve (20,000 ) (50,000 ) Total $ 905,284 $ 1,038,371 |
Summary of Customer Concentration Risk Percentage | The following table illustrates the level of concentration of the below two groups within revenue as a percentage of total revenues during the years ended December 31: 2016 2015 Top Five Customers 29 % 38 % Federal Agencies 3 % 23 % The following table illustrates the level of concentration of the below two groups within accounts receivable as a percentage of total accounts receivable balance as of December 31: 2016 2015 Top Five Customers 82 % 93 % Federal Agencies 1 % 1 % |
Summary of Computation of Loss per Share | The following table illustrates our computation of loss per share for the years ended December 31: 2016 2015 Numerator: Net loss $ (2,706,984 ) $ (7,415,298 ) Preferred dividends accrued - (23,194 ) Net loss applicable to common shareholders $ (2,706,984 ) $ (7,438,492 ) Denominator for basic and diluted loss per share: Weighted average common shares outstanding 27,339,362 20,726,205 Loss per common share - basic and diluted $ (0.10 ) $ (0.36 ) |
Summary of Anti-dilutive Securities Excluded from Computation of Earnings per Share | The following table presents securities that could potentially dilute basic loss per share in the future. For all periods presented, the potentially dilutive securities were not included in the computation of diluted loss per share because these securities would have been anti-dilutive for the years ended December 31: 2016 2015 Stock options 5,269,250 5,571,250 Convertible debt 26,733,955 19,689,286 Common stock warrants 26,459,695 29,227,664 Convertible preferred stock: Series D Convertible Preferred 750,000 750,000 Series G Convertible Preferred 865,700 865,700 Series H Convertible Preferred 1,000,000 1,000,000 Series H2 Convertible Preferred 2,100,000 2,100,000 Series J Convertible Preferred 3,521,000 3,546,000 Series K Convertible Preferred 6,816,000 11,416,000 73,515,600 74,165,900 |
Summary of Assumptions for Grants of Stock Options | The following table summarizes the assumptions we utilized for grants of stock options to the three sub-groups of our stock option recipients during the year ended December 31, 2015: Assumptions Non-Employee Board Members CEO, other Officers and Employees Expected life 6.0 (yrs) 6.0 (yrs) Expected volatility 116.32%-141.15 % 116.32%-141.15 % Risk-free interest rate 0.65%-2.54 % 0.65%-2.54 % Forfeiture rate 5.00 % 5.00 % Expected dividend yield 0.0 % 0.0 % |
Summary of Stock Based Compensation Expense | The following table summarizes the effect of this stock-based compensation expense within each of the line items within our accompanying consolidated statements of operations for the years ended December 31: 2016 2015 Research and development $ 65,500 $ 50,617 Selling and marketing 42,315 32,704 General and administrative 272,149 125,668 Total stock-based compensation expense $ 379,964 $ 208,989 |
Schedule of Liabilities Measured at Fair Value on Recurring Basis | The following tables set forth the Company’s financial assets and financial liabilities that were accounted for at fair value on a recurring basis as of December 31, 2016 and December 31, 2015. The development of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. Fair value measurements at December 31, 2016 using: December 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Available-For-Sale Equity Securities 25,865 25,865 - - Total Financial Assets $ 25,865 $ 25,865 $ - $ - December 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Series D Preferred Stock Purchase Warrants $ 23,313 - - $ 23,313 Warrants Issued with Convertible Debt 1,661,795 - - 1,661,795 Conversion Option Derivative Liabilities 951,059 - - 951,059 Total Derivatives $ 2,636,167 $ - $ - $ 2,636,167 Fair value measurements at December 31, 2015 using: December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Available-For-Sale Equity Securities 294,522 294,522 - - Total Financial Assets $ 294,522 $ 294,522 $ - $ - December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Series D Preferred Stock Purchase Warrants $ 173,526 - - $ 173,526 Warrants Issued with Convertible Debt 3,122,450 - - 3,122,450 Conversion Option Derivative Liabilities 3,940,791 - - 3,940,791 Total Derivatives $ 7,236,767 $ - $ - $ 7,236,767 The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: January 1, 2016 Issuance fair value Change in fair value December 31, 2016 Series D Preferred Stock Purchase Warrants $ 173,526 $ - $ (150,213 ) $ 23,313 Warrants Issued with Convertible Debt 3,122,450 1,094,432 (2,555,087 ) 1,661,795 Conversion Option Derivative Liabilities 3,940,791 1,547,127 (4,536,859 ) 951,059 Total Derivatives $ 7,236,767 $ 2,641,559 $ (7,242,159 ) $ 2,636,167 January 1, 2015 Issuance fair value Change in fair value Gain on extinguishment of derivative liabilities December 31, 2015 Series D Preferred Stock Purchase Warrants $ 159,875 $ - $ 13,651 $ - $ 173,526 Warrants Issued with Convertible Debt - 2,320,021 802,429 - 3,122,450 Conversion Option Derivative Liabilities 590,341 5,305,185 600,445 (2,555,180 ) 3,940,791 Total Derivatives $ 750,216 $ 7,625,206 $ 1,416,525 $ (2,555,180 ) $ 7,236,767 |
Schedule of Fair Value Assumptions | The fair value of the derivative liabilities was determined using a binomial pricing model. The assumptions for the binomial pricing model are represented in the table below for the warrants issued in the Series D private placement reflected on a per share common stock equivalent basis. Assumptions November 10, 2011 Warrants revalued at December 31, 2015 Warrants revalued at December 31, 2016 Expected life (in months) 60.0 11.0 5.0 Expected volatility 104.5 % 104.9 % 83.5 % Risk-free interest rate 0.875 % 0.65 % 0.62 % Exercise price $ 0.81 $ 0.25 $ 0.25 Fair value per warrant $ 0.54 $ 0.16 $ 0.02 The assumptions for the binomial pricing model are represented in the table below for the warrants issued with the Convertible Debt in 2015 and 2016 reflected on a per share common stock equivalent basis. Assumptions At Issuance Fair value Warrants revalued at December 31, 2015 Warrants revalued at December 31, 2016 Expected life (in months) 60.0 55.0-60.0 43.0-51.0 Expected volatility 118.3-120.1 % 136.3-141.6 % 110.0-116.0 % Risk-free interest rate 1.48-1.69 % 1.29-1.76 % 1.93 % Exercise price $ 0.40 $ 0.40 $ 0.40 Fair value per warrant $ 0.19-$0.21 $ 0.30 $ 0.12-0.14 The assumptions for the binomial pricing model are represented in the table below for the conversion options reflected on a per share common stock equivalent basis. Assumptions At Issuance fair value At Settlement fair value Conversion options revalued at December 31, 2015 Conversion options revalued at December 31, 2016 Expected life (in months) 6.0-24.0 0-18.0 18-24 6.0-15.0 Expected volatility 104.2-153.8 % 86.9%-142.2 % 112.2-114.7 % 84.4-94.8 % Risk-free interest rate 0.05-0.99 % 0.01-0.72 % 1.06 % 0.62-0.85 % Exercise price $ 0.10-$0.35 $ 0.10-$0.25 $ 0.28 $ 0.28 Fair value per conversion option $ 0.09-$0.28 $ 0.07-$0.26 $ 0.14-$0.33 $ 0.03-$0.06 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of December 31, 2016 and 2015 consisted of the following components: December 31, 2016 2015 Laboratory and manufacturing equipment $ 226,326 $ 226,081 Office equipment 165,832 158,872 Leasehold improvements 8,117 8,117 PCT collaboration, demonstration and leased systems 461,858 461,858 Total property and equipment 862,133 854,928 Less accumulated depreciation (852,720 ) (834,779 ) Net book value $ 9,413 $ 20,149 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Deferred Tax Liabilities | Significant items making up the deferred tax assets and deferred tax liabilities as of December 31, 2016 and 2015 are as follows: 2016 2015 Current deferred taxes Inventories $ 7,856 $ 19,640 Accounts receivable allowance 17,253 - Other accruals 33,399 23,714 Less: valuation allowance (58,508 ) (43,354 ) Total current deferred tax assets $ - $ - Long term deferred taxes: Accelerated tax depreciation $ 14,582 $ 14,134 Non-cash, stock-based compensation, nonqualified 711,676 562,426 Impairment loss on investment 146,782 - Goodwill and intangibles - - Operating loss carry forwards and tax credits 13,561,012 12,028,900 Less: valuation allowance (14,434,052 ) (12,605,460 ) Total long term deferred tax assets (liabilities), net - - Total net deferred tax liabilities $ - $ - |
Schedule of Effective Income Tax (Benefit) Provision Rate | Our effective income tax (benefit) provision rate was different than the statutory federal income tax (benefit) provision rate as follows for the years ended December 31: 2016 2015 Federal tax provision rate 34 % 34 % Permanent differences 24 % (12 )% State tax expense 0 % 0 % Refundable AMT and R&D tax credit 0 % 0 % Net operating loss carry back 0 % 0 % Valuation allowance (58 )% (23 )% Effective income tax provision 0 % 0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments Required Under Operating Leases | Following is a schedule by years of future minimum rental payments required under operating leases with initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2016: 2017 $ 122,220 Thereafter - Total minimum payments required $ 122,220 |
Convertible Debt and Other De23
Convertible Debt and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debts and Outstanding Balances | The specific terms of the convertible notes and outstanding balances as of December 31, 2016 are listed in the tables below. Fixed Rate Convertible Notes Inception Date Term Loan Amount Outstanding Balance Original Issue Discount Interest Rate Deferred Finance Fees Discount related to fair value of conversion feature and warrants/shares July 22, 2015 24 months $ 2,180,000 $ 2,180,000 $ 218,000 1 10 % 2 $ 388,532 $ 2,163,074 September 25, 2015 24 months 1,100,000 1,100,000 110,000 1 10 % 2 185,956 1,022,052 October 2, 2015 24 months 150,000 150,000 15,000 1 10 % 2 26,345 140,832 October 6, 2015 24 months 30,000 30,000 3,000 1 10 % 2 5,168 26,721 October 14, 2015 24 months 50,000 50,000 5,000 1 10 % 2 8,954 49,377 November 2, 2015 24 months 250,000 250,000 25,000 1 10 % 2 43,079 222,723 November 10, 2015 24 months 50,000 50,000 5,000 1 10 % 2 8,790 46,984 November 12, 2015 24 months 215,000 215,000 21,500 1 10 % 2 38,518 212,399 November 20, 2015 24 months 200,000 200,000 20,000 1 10 % 2 37,185 200,000 December 4, 2015 24 months 170,000 170,000 17,000 1 10 % 2 37,352 170,000 December 11, 2015 24 months 360,000 360,000 36,000 1 10 % 2 75,449 360,000 December 18, 2015 24 months 55,000 55,000 5,500 1 10 % 2 11,714 55,000 December 31, 2015 24 months 100,000 100,000 10,000 1 10 % 2 20,634 100,000 January 11, 2016 24 months 100,000 100,000 10,000 1 10 % 2 24,966 80,034 January 20, 2016 24 months 50,000 50,000 5,000 1 10 % 2 9,812 40,188 January 29, 2016 24 months 300,000 300,000 30,000 1 10 % 2 60,887 239,113 February 26, 2016 24 months 200,000 200,000 20,000 1 10 % 2 43,952 156,048 March 10, 2016 24 months 125,000 125,000 12,500 1 10 % 2 18,260 106,740 March 18, 2016 24 months 360,000 360,000 36,000 1 10 % 2 94,992 265,008 March 24, 2016 24 months 106,667 106,667 10,667 1 10 % 2 15,427 91,240 March 31, 2016 24 months 167,882 167,882 16,788 1 10 % 2 2,436 165,446 April 5, 2016 24 months 10,000 10,000 1,000 1 10 % 2 - 10,000 May 24, 2016 7 months 100,000 100,000 7,000 0 % - 20,368 June 15, 2016 6 months 40,000 40,000 - 12 % - 3,680 June 17, 2016 6 months 40,000 40,000 - 12 % - 3,899 June 22, 2016 6 months 35,000 35,000 - 12 % - 3,373 July 6, 2016 6 months 85,000 85,000 - 12 % - 15,048 July 29, 2016 6 months 100,000 100,000 - 12 % - 25,518 September 15, 2016 8 months 500,000 500,000 85,541 9 % - 65,972 $ 7,229,549 $ 7,229,549 $ 725,496 $ 1,158,408 $ 6,060,837 1. The original issue discount is reflected in the first year. 2. The annual interest started accruing in the second year. |
Summary of Changes in Convertible Debt, Net of Unamortized Discounts | The following table provides a summary of the changes in convertible debt and revolving note payable, net of unamortized discounts, during 2016: 2016 Balance at January 1, $ 277,342 Issuance of convertible debt, face value 2,509,045 Issuance of revolving note payable, face value 1,250,000 Original issue discount (189,496 ) Debt discount from derivative liabilities (embedded conversion option and warrants) (1,153,817 ) Debt discount from beneficial conversion feature (20,721 ) Deferred financing fees (385,371 ) Debt discount related to one-time interest charge (170,000 ) Repayment of convertible debt (107,000 ) Conversion of convertible debt into common stock (100.000 ) Debt discount from shares and warrants issued with the notes (596,867 ) Accretion of interest and amortization of debt discount to interest expense 3,960,822 Balance at December 31, 5,273,937 Less: revolving note payable 612,970 Less: current portion of convertible debt 4,005,702 Convertible debt, long-term portion $ 655,265 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Assumption Used | In connection with the Series K Warrants, we calculated the fair value of the warrants received as described above using the Black- Scholes formula with the below assumptions: Assumptions Series K Warrants December 12, 2013 Series K Warrants January 29, 2014 Series K Warrants February 28, 2014 Series K Warrants June 30, 2014 Series K Warrants November 12, 2014 Contractual life (in months) 36 36 36 36 36 Expected volatility 136.1 152.4 152.7 153.9 153.9 Risk-free interest rate 0.39 % 0.39 % 0.39 % 0.90 % 0.90 % Exercise price $ 0.3125 $ 0.3125 $ 0.425 $ 0.375 $ 0.3125 Fair value per warrant $ 0.20 $ 0.30 $ 0.37 $ 0.29 $ 0.23 |
Schedule of Concerning Options and Warrants Outstanding and Exercisable | The following tables summarize information concerning options and warrants outstanding and exercisable: Stock Options Warrants Total Shares Weighted Average price per share Shares Weighted Average price per share Shares Exercisable Balance outstanding, January 1, 2015 3,406,250 $ 0.51 19,182,201 $ 0.49 22,588,451 20,858,111 Granted 2,500,000 0.40 10,837,141 0.40 13,337,141 Exercised - - - - - Expired (205,000 ) 1.00 (791,678 ) 0.31 (996,678 ) Forfeited (130,000 ) 0.70 - - (130,000 ) Balance outstanding, December 31, 2015 5,571,250 $ 0.44 29,227,664 $ 0.44 34,798,914 31,664,469 Granted - - 8,179,552 0.42 8,179,552 Exercised - - (70,000 ) 0.31 (70,000 ) Expired (186,000 ) 1.00 (10,877,521 ) 0.55 (11,063,521 ) Forfeited (116,000 ) 0.51 - - (116,000 ) Balance outstanding, December 31, 2016 5,269,250 $ 0.42 26,459,695 $ 0.40 31,728,945 29,730,959 |
Schedule of Share-based Compensation Stock Option Plans by Exercise Price Range | Options Outstanding Options Exercisable Weighted Average Weighted Average Range of Exercise Prices Number of Options Remaining Contractual Life (Years) Exercise Price Number of Options Remaining Contractual Life (Years) Exercise Price $0.30 - $0.39 1,625,500 7.7 $ 0.30 1,342,762 7.7 $ 0.30 0.40 - 0.49 2,786,000 8.7 0.40 1,454,665 8.4 0.40 0.50 - 0.59 226,250 5.6 0.50 226,250 5.6 0.50 0.60 - 0.69 385,500 3.1 0.60 385,500 3.1 0.60 0.70 - 1.25 246,000 2.3 1.00 246,000 2.3 1.00 $0.30 - $1.25 5,269,250 7.6 $ 0.42 3,655,177 7.1 $ 0.43 |
Business Overview (Details Narr
Business Overview (Details Narrative) | 12 Months Ended |
Dec. 31, 2016lb | |
Pounds per square inch | 35,000 |
PBI Europe [Member] | |
Percentage of ownership interest | 49.00% |
Investment Bank [Member] | |
Percentage of ownership interest | 51.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Going Concern Details Narrative | |
Net proceeds from additional convertible and non-convertible debt | $ 4,378,371 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible assets amortization of straight line period | 16 years | |
Intangible assets | $ 0 | $ 0 |
Impairment loss on investment | $ 373,682 | |
Forfeiture rate percentage | 5.00% | |
Stock-based compensation expense | $ 379,964 | 208,989 |
Fair value of stock options awarded | 0 | 598,582 |
Fair value of unvested stock options amortized | 369,224 | |
Advertising costs | 19,125 | 12,291 |
Derivative liabilities | 1,337,510 | 805,476 |
Accounting Standards Update 2015-03 [Member] | ||
Reclassification of unamortized debt issuance costs | $ 888,000 | |
2017 [Member] | ||
Fair value of stock options awarded | 212,957 | |
2018 [Member] | ||
Fair value of stock options awarded | $ 156,267 | |
Everest[Member] | ||
Sale of stock number of shares recevied | 601,500 | |
Number of common stock shares exchanged during the period | 1,000,000 | |
Everest Investments Holdings S.A. [Member] | ||
Fair value of investment | $ 25,865 | |
Shares closing price per share | $ 0.043 | |
Laboratory Equipment [Member] | ||
Property and equipment estimated useful life | 3 years | |
Management Information Systems And Office Equipment [Member] | Minimum [Member] | ||
Property and equipment estimated useful life | 3 years | |
Management Information Systems And Office Equipment [Member] | Maximum [Member] | ||
Property and equipment estimated useful life | 5 years | |
PCT Collaboration, Demonstration and Leased Systems [Member] | ||
Property and equipment estimated useful life | 3 years |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Inventories (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Raw materials | $ 326,228 | $ 310,367 |
Finished goods | 599,056 | 778,004 |
Inventory Reserve | (20,000) | (50,000) |
Total | $ 905,284 | $ 1,038,371 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Summary of Customer Concentration Risk Percentage (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Top Five Customers [Member] | Revenue [Member] | ||
Concentration as a percentage | 29.00% | 38.00% |
Top Five Customers [Member] | Accounts Receivable [Member] | ||
Concentration as a percentage | 82.00% | 93.00% |
Federal Agencies [Member] | Revenue [Member] | ||
Concentration as a percentage | 3.00% | 23.00% |
Federal Agencies [Member] | Accounts Receivable [Member] | ||
Concentration as a percentage | 1.00% | 1.00% |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Summary of Computation of Loss per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Net loss | $ (2,706,984) | $ (7,415,298) |
Preferred dividends accrued | (23,194) | |
Net loss applicable to common shareholders | $ (2,706,984) | $ (7,438,492) |
Weighted average common stock shares outstanding | 27,339,362 | 20,726,205 |
Loss per common share - basic and diluted | $ (0.10) | $ (0.36) |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Summary of Anti-dilutive Securities Excluded from Computation of Earnings per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total potentially dilutive shares | 73,515,600 | 74,165,900 |
Stock Options [Member] | ||
Total potentially dilutive shares | 5,269,250 | 5,571,250 |
Convertible Debt [Member] | ||
Total potentially dilutive shares | 26,733,955 | 19,689,286 |
Common Stock Warrants [Member] | ||
Total potentially dilutive shares | 26,459,695 | 29,227,664 |
Series D Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 750,000 | 750,000 |
Series G Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 865,700 | 865,700 |
Series H Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 1,000,000 | 1,000,000 |
Series H2 Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 2,100,000 | 2,100,000 |
Series J Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 3,521,000 | 3,546,000 |
Series K Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 6,816,000 | 11,416,000 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Summary of Assumptions for Grants of Stock Options (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Forfeiture rate | 5.00% |
Non-Employee Board Members [Member] | |
Expected life | 6 years |
Expected volatility Minimum | 116.32% |
Expected volatility Maximum | 141.15% |
Risk-free interest rate Minimum | 0.65% |
Risk-free interest rate Maximum | 2.54% |
Forfeiture rate | 5.00% |
Expected dividend yield | 0.00% |
CEO, other Officers and Employees [Member] | |
Expected life | 6 years |
Expected volatility Minimum | 116.32% |
Expected volatility Maximum | 141.15% |
Risk-free interest rate Minimum | 0.65% |
Risk-free interest rate Maximum | 2.54% |
Forfeiture rate | 5.00% |
Expected dividend yield | 0.00% |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Summary of Stock Based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total stock-based compensation expense | $ 379,964 | $ 208,989 |
Research and Development [Member] | ||
Total stock-based compensation expense | 65,500 | 50,617 |
Selling and Marketing [Member] | ||
Total stock-based compensation expense | 42,315 | 32,704 |
General and Administrative [Member] | ||
Total stock-based compensation expense | $ 272,149 | $ 125,668 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total Financial Assets | $ 25,865 | $ 294,522 |
Fair value of derivative liability | 2,636,167 | 7,236,767 |
Balance | 7,236,767 | 750,216 |
Issuance fair value | 2,641,559 | 7,625,206 |
Change in Fair Value | (7,242,159) | 1,416,525 |
Gain on extinguishment of derivative liabilities | (2,555,180) | |
Balance | 2,636,167 | 7,236,767 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Total Financial Assets | 25,865 | 294,522 |
Fair value of derivative liability | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Total Financial Assets | ||
Fair value of derivative liability | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Total Financial Assets | ||
Fair value of derivative liability | 2,636,167 | 7,236,767 |
Available-For-Sale Equity Securities [Member] | ||
Total Financial Assets | 25,865 | 294,522 |
Balance | 294,522 | |
Balance | 59,550 | 294,522 |
Available-For-Sale Equity Securities [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Total Financial Assets | 25,865 | 294,522 |
Available-For-Sale Equity Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Total Financial Assets | ||
Available-For-Sale Equity Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Total Financial Assets | ||
Series D Preferred Stock Purchase Warrants [Member] | ||
Fair value of derivative liability | 23,313 | 173,526 |
Balance | 173,526 | 159,875 |
Issuance fair value | ||
Change in Fair Value | (150,213) | 13,651 |
Gain on extinguishment of derivative liabilities | ||
Balance | 23,313 | 173,526 |
Series D Preferred Stock Purchase Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair value of derivative liability | ||
Series D Preferred Stock Purchase Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair value of derivative liability | ||
Series D Preferred Stock Purchase Warrants [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair value of derivative liability | 23,313 | 173,526 |
Warrants Issued with Convertible Debt [Member] | ||
Fair value of derivative liability | 1,661,795 | 3,122,450 |
Balance | 3,122,450 | |
Issuance fair value | 1,094,432 | 2,320,021 |
Change in Fair Value | (2,555,087) | 802,429 |
Gain on extinguishment of derivative liabilities | ||
Balance | 1,661,795 | 3,122,450 |
Warrants Issued with Convertible Debt [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair value of derivative liability | ||
Warrants Issued with Convertible Debt [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair value of derivative liability | ||
Warrants Issued with Convertible Debt [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair value of derivative liability | 1,661,795 | 3,122,450 |
Conversion Option Derivative Liabilities [Member] | ||
Fair value of derivative liability | 951,059 | 3,940,791 |
Balance | 3,940,791 | 590,341 |
Issuance fair value | 1,547,127 | 5,305,185 |
Change in Fair Value | (4,536,859) | 600,445 |
Gain on extinguishment of derivative liabilities | (2,555,180) | |
Balance | 951,059 | 3,940,791 |
Conversion Option Derivative Liabilities [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair value of derivative liability | ||
Conversion Option Derivative Liabilities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair value of derivative liability | ||
Conversion Option Derivative Liabilities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair value of derivative liability | $ 951,059 | $ 3,940,791 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Schedule of Fair Value Assumptions (Details) - $ / shares | Nov. 10, 2011 | Dec. 31, 2016 | Dec. 31, 2015 |
Expected life (in months) | 60 months | ||
Expected volatility | 104.50% | ||
Risk-free interest rate | 0.875% | ||
Exercise price | $ 0.81 | ||
Fair value per share | $ 0.54 | ||
Warrants Revalued at December 31, 2015 [Member] | |||
Expected life (in months) | 11 months | ||
Expected volatility | 104.90% | ||
Risk-free interest rate | 0.65% | ||
Exercise price | $ .25 | ||
Fair value per share | 0.16 | ||
Warrants Revalued at December 31, 2016 [Member] | |||
Expected life (in months) | 5 months | ||
Expected volatility | 83.50% | ||
Risk-free interest rate | 0.62% | ||
Exercise price | $ 0.25 | ||
Fair value per share | $ 0.02 | ||
Warrants Revalued at December 31, 2016 [Member] | Warrants Issued with Convertible Debt [Member] | |||
Risk-free interest rate | 1.93% | ||
Exercise price | $ 0.40 | 0.40 | |
Fair value per share | $ 0.30 | ||
Warrants Revalued at December 31, 2016 [Member] | Warrants Issued with Convertible Debt [Member] | Minimum [Member] | |||
Expected life (in months) | 43 months | 55 years | |
Expected volatility | 110.00% | 136.30% | |
Risk-free interest rate | 1.29% | ||
Fair value per share | $ 0.12 | ||
Warrants Revalued at December 31, 2016 [Member] | Warrants Issued with Convertible Debt [Member] | Maximum [Member] | |||
Expected life (in months) | 51 months | 60 years | |
Expected volatility | 116.00% | 141.60% | |
Risk-free interest rate | 1.76% | ||
Fair value per share | $ 0.14 | ||
Issuance Fair Value [Member] | Minimum [Member] | |||
Expected life (in months) | 6 months | ||
Expected volatility | 104.20% | ||
Risk-free interest rate | 0.05% | ||
Exercise price | $ 0.10 | ||
Fair value per share | $ 0.09 | ||
Issuance Fair Value [Member] | Maximum [Member] | |||
Expected life (in months) | 24 months | ||
Expected volatility | 153.80% | ||
Risk-free interest rate | 0.99% | ||
Exercise price | $ 0.35 | ||
Fair value per share | $ 0.28 | ||
Issuance Fair Value [Member] | Warrants Issued with Convertible Debt [Member] | |||
Expected life (in months) | 60 months | ||
Exercise price | $ 0.40 | ||
Issuance Fair Value [Member] | Warrants Issued with Convertible Debt [Member] | Minimum [Member] | |||
Expected volatility | 118.30% | ||
Risk-free interest rate | 1.48% | ||
Fair value per share | $ 0.19 | ||
Issuance Fair Value [Member] | Warrants Issued with Convertible Debt [Member] | Maximum [Member] | |||
Expected volatility | 120.10% | ||
Risk-free interest rate | 1.69% | ||
Fair value per share | $ 0.21 | ||
At Settlement Fair Value [Member] | Minimum [Member] | |||
Expected life (in months) | 0 months | ||
Expected volatility | 86.90% | ||
Risk-free interest rate | 0.01% | ||
Exercise price | $ 0.10 | ||
Fair value per share | $ 0.07 | ||
At Settlement Fair Value [Member] | Maximum [Member] | |||
Expected life (in months) | 18 months | ||
Expected volatility | 142.20% | ||
Risk-free interest rate | 0.72% | ||
Exercise price | $ 0.25 | ||
Fair value per share | 0.26 | ||
Conversion Options Revalued at December 31, 2015 [Member] | |||
Exercise price | $ 0.28 | ||
Conversion Options Revalued at December 31, 2015 [Member] | Minimum [Member] | |||
Expected life (in months) | 18 years | ||
Expected volatility | 112.20% | ||
Fair value per share | $ 0.33 | ||
Conversion Options Revalued at December 31, 2015 [Member] | Maximum [Member] | |||
Expected life (in months) | 24 years | ||
Expected volatility | 114.70% | ||
Fair value per share | $ 0.14 | ||
Conversion Options Revalued at December 31, 2016 [Member] | |||
Exercise price | $ 0.28 | ||
Conversion Options Revalued at December 31, 2016 [Member] | Minimum [Member] | |||
Expected life (in months) | 6 months | ||
Expected volatility | 84.40% | ||
Risk-free interest rate | 0.62% | ||
Fair value per share | $ 0.03 | ||
Conversion Options Revalued at December 31, 2016 [Member] | Maximum [Member] | |||
Expected life (in months) | 15 months | ||
Expected volatility | 94.80% | ||
Risk-free interest rate | 0.85% | ||
Fair value per share | $ 0.06 |
Property and Equipment, net (De
Property and Equipment, net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property And Equipment Net Details Narrative | ||
Depreciation expense | $ 17,939 | $ 25,288 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property And Equipment Net - Schedule Of Property And Equipment Details | ||
Laboratory and manufacturing equipment | $ 226,326 | $ 226,081 |
Office equipment | 165,832 | 158,872 |
Leasehold improvements | 8,117 | 8,117 |
PCT collaboration, demonstration and leased systems | 461,858 | 461,858 |
Total property and equipment | 862,133 | 854,928 |
Less accumulated depreciation | (852,720) | (834,779) |
Net book value | $ 9,413 | $ 20,149 |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Company-matching contributions | $ 22,627 | $ 22,098 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Research and development tax credit carryforwards | $ 14,582 | $ 14,134 |
Federal Income Tax [Member] | ||
Operating loss carry-forwards | $ 30,471,000 | |
Operating loss carry-fowards expire term | 2018 through 2037 | |
Federal alternative minimum tax credit carryforwards for federal income tax | $ 217,000 | |
Federal Income Tax [Member] | Research and Development Tax Credit Carryforward [Member] | ||
Operating loss carry-fowards expire term | 2017 through 2037 | |
Research and development tax credit carryforwards | $ 1,039,000 | |
State Income Tax [Member] | ||
Operating loss carry-forwards | $ 21,547,000 | |
Operating loss carry-fowards expire term | 2030 through 2037 | |
State Income Tax [Member] | Research and Development Tax Credit Carryforward [Member] | ||
Operating loss carry-fowards expire term | 2023 through 2032 | |
Research and development tax credit carryforwards | $ 207,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Current deferred taxes, Inventories | $ 7,856 | $ 19,640 |
Accounts receivable allowance | 17,253 | |
Current deferred taxes, Other accruals | 33,399 | 23,714 |
Current deferred taxes, Less: valuation allowance | (58,508) | (43,354) |
Current deferred taxes, Total current deferred tax assets | ||
Long term deferred taxes, Accelerated tax depreciation | 14,582 | 14,134 |
Long term deferred taxes, Non-cash, stock-based compensation, nonqualified | 711,676 | 562,426 |
Long term deferred taxes, Impairment loss on investment | 146,782 | |
Long term deferred taxes, Goodwill and intangibles | ||
Long term deferred taxes, Operating loss carry forwards and tax credits | 13,561,012 | 12,028,900 |
Long term deferred taxes, Less: valuation allowance | (14,434,052) | (12,605,460) |
Long term deferred taxes, Total long term deferred tax assets (liabilities), net | ||
Long term deferred taxes, Total net deferred tax liabilities |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax (Benefit) Provision Rate (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal tax provision rate | 34.00% | 34.00% |
Permanent differences | 24.00% | (12.00%) |
State tax expense | 0.00% | 0.00% |
Refundable AMT and R&D tax credit | 0.00% | 0.00% |
Net operating loss carry back | 0.00% | 0.00% |
Valuation allowance | (58.00%) | (23.00%) |
Effective income tax provision | 0.00% | 0.00% |
Commitments and Contingencies42
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 29, 2016 | Nov. 01, 2014 | Apr. 30, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Rental expenses | $ 5,385 | |||||
Lease expire date | Dec. 30, 2017 | |||||
BioMolecular Assays, Inc [Member] | ||||||
Percentage of royalty on sales of products | 5.00% | |||||
Royalties | $ 6,963 | $ 31,301 | ||||
Percentage of royalty equal of license or other fees and royalties | 20.00% | |||||
Battelle Memorial Institute [Member] | ||||||
Minimum annual royalty | $ 3,000 | 2,000 | $ 1,200 | |||
Battelle Memorial Institute [Member] | 2017 [Member] | ||||||
Minimum annual royalty | 4,000 | |||||
Battelle Memorial Institute [Member] | 2018 [Member] | ||||||
Minimum annual royalty | 5,000 | |||||
Target Discovery Inc [Member] | ||||||
Minimum annual royalty | $ 20,000 | $ 22,000 | ||||
Monthly fees | $ 1,400 | |||||
Payment for technical support service per day | $ 2,000 | |||||
Corporate Office [Member] | ||||||
Rental expenses | $ 4,800 | |||||
Lease expire date | Dec. 31, 2017 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments Required Under Operating Leases (Details) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 122,220 |
Thereafter | |
Total minimum payments required | $ 122,220 |
Convertible Debt and Other De44
Convertible Debt and Other Debt (Details Narrative) - USD ($) | Oct. 28, 2016 | Sep. 15, 2016 | Aug. 26, 2016 | Aug. 25, 2016 | Jul. 29, 2016 | Jul. 02, 2016 | Jun. 14, 2016 | May 24, 2016 | May 13, 2016 | Feb. 08, 2016 | Jan. 20, 2016 | Aug. 28, 2015 | May 29, 2015 | Mar. 17, 2015 | Jan. 29, 2015 | Jan. 15, 2015 | Jun. 06, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 16, 2016 | Dec. 06, 2016 | Nov. 23, 2016 | Nov. 02, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | May 09, 2016 | Jan. 06, 2014 |
Warrants purchase price | $ 6,325,102 | $ 5,416,681 | |||||||||||||||||||||||||
Debt principal amount | $ 2,509,045 | ||||||||||||||||||||||||||
Warrants rights description | Subject to the terms and conditions of the Warrants, at any time commencing six months from the Final Closing, the Company has the right to call the Warrants for cancellation if the volume weighted average price of its Common Stock on the OTCQB (or other primary trading market or exchange on which the Common Stock is then traded) equals or exceeds three times the per share exercise price of the Warrants for 15 out of 20 consecutive trading days. | ||||||||||||||||||||||||||
Amortized of debt discount | $ 3,740,746 | ||||||||||||||||||||||||||
Fair value of warrant | 2,847,624 | ||||||||||||||||||||||||||
Gross proceeds from warrants | 6,329,549 | ||||||||||||||||||||||||||
Debt conversion amount | $ 117,837 | $ 396,919 | |||||||||||||||||||||||||
Debt conversion into common stock shares | (100,000) | (382,054) | |||||||||||||||||||||||||
Additional convertible debentures | $ 20,721 | ||||||||||||||||||||||||||
Beneficial conversion feature | (20,721) | ||||||||||||||||||||||||||
Oroginal issue of discount | 740,628 | $ 5,223,658 | |||||||||||||||||||||||||
Proceeds from common stock | 530,965 | ||||||||||||||||||||||||||
Payments on non-convertible debt | (947,702) | (587,949) | |||||||||||||||||||||||||
Borrowed from related parties | 116,667 | 6,300 | |||||||||||||||||||||||||
Repayment of debt | 107,000 | 2,653,990 | |||||||||||||||||||||||||
Unamortized debt discount | 2,235,839 | 0 | |||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||
Warrants purchase price | 93,488 | ||||||||||||||||||||||||||
Non Realated Parties [Member] | |||||||||||||||||||||||||||
Repayment of debt | 587,949 | ||||||||||||||||||||||||||
Other Convertible Notes [Member] | |||||||||||||||||||||||||||
Percentage of annual interest rates | 9.00% | ||||||||||||||||||||||||||
Debt conversion price per share | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | |||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 34,333 | 50,000 | |||||||||||||||||||||||||
Warrant exercise price per share | $ 0.55 | ||||||||||||||||||||||||||
Amortized of debt discount | $ 45,000 | $ 25,518 | $ 26,000 | ||||||||||||||||||||||||
Fair value of warrant | $ 12,406 | ||||||||||||||||||||||||||
Debt conversion into common stock shares | 200,000 | 32,500 | 65,000 | 30,667 | |||||||||||||||||||||||
Additional convertible debentures | $ 500,000 | $ 100,000 | $ 115,000 | 107,000 | |||||||||||||||||||||||
Beneficial conversion feature | 12,759 | $ 7,962 | |||||||||||||||||||||||||
Proceeds from pay off outstanding balance of previous loan | $ 85,000 | ||||||||||||||||||||||||||
Fair value of convertible note | 434,028 | 87,241 | |||||||||||||||||||||||||
Fair value of common shares | $ 12,759 | ||||||||||||||||||||||||||
Oroginal issue of discount | 40,541 | ||||||||||||||||||||||||||
Proceeds from common stock | $ 65,972 | ||||||||||||||||||||||||||
Revolving Note [Member] | |||||||||||||||||||||||||||
Amortized of debt discount | 84,200 | ||||||||||||||||||||||||||
Fair value of warrant | 3,125,000 | ||||||||||||||||||||||||||
One-time interest amount | 125,000 | ||||||||||||||||||||||||||
Fees and commission | 116,500 | ||||||||||||||||||||||||||
Unamortized debt discount | $ 637,030 | ||||||||||||||||||||||||||
Revolving Note [Member] | Prior To April 28, 2017 [Member] | |||||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | ||||||||||||||||||||||||||
Revolving Note [Member] | April 28, 2017 And July 28, 2017 [Member] | |||||||||||||||||||||||||||
Percentage of annual interest rates | 4.00% | ||||||||||||||||||||||||||
Revolving Note [Member] | July 28, 2017 And October 28, 2017 [Member] | |||||||||||||||||||||||||||
Percentage of annual interest rates | 4.00% | ||||||||||||||||||||||||||
Revolving Note [Member] | Investor [Member] | |||||||||||||||||||||||||||
Warrants purchase price | $ 479,730 | ||||||||||||||||||||||||||
Three Ninety-Day Notes [Member] | Investor [Member] | |||||||||||||||||||||||||||
Debt principal amount | 600,000 | ||||||||||||||||||||||||||
Proceeds from issuance of private placement | 5,000,000 | ||||||||||||||||||||||||||
Accrued interest | $ 60,000 | ||||||||||||||||||||||||||
Related Party Notes [Member] | |||||||||||||||||||||||||||
Advances from related party | 20,000 | ||||||||||||||||||||||||||
Individuals [Member] | |||||||||||||||||||||||||||
Borrowed from related parties | $ 50,000 | ||||||||||||||||||||||||||
Lender [Member] | Merchant Agreement [Member] | |||||||||||||||||||||||||||
Proceeds from pay off outstanding balance of previous loan | $ 122,645 | ||||||||||||||||||||||||||
Fair value of convertible note | $ 32,430 | ||||||||||||||||||||||||||
Collected rate business day | $ 1,386 | $ 927 | |||||||||||||||||||||||||
Debenture fee | 2,000 | ||||||||||||||||||||||||||
Payment of other notes | $ 129,900 | ||||||||||||||||||||||||||
Pay off prior loan amount | $ 48,420 | ||||||||||||||||||||||||||
Lender [Member] | Other Convertible Notes [Member] | |||||||||||||||||||||||||||
Debt conversion amount | $ 117,837 | ||||||||||||||||||||||||||
Debt conversion into common stock shares | 420,849 | ||||||||||||||||||||||||||
Other note outstanding balance | 0 | ||||||||||||||||||||||||||
Lender [Member] | Other Notes [Member] | Merchant Agreement [Member] | |||||||||||||||||||||||||||
Proceeds from pay off outstanding balance of previous loan | $ 138,840 | ||||||||||||||||||||||||||
Collected rate business day | 1,280 | ||||||||||||||||||||||||||
Debenture fee | $ 2,500 | ||||||||||||||||||||||||||
Payment of other notes | 322,500 | ||||||||||||||||||||||||||
Gain on settlement of previous loan | $ 5,044 | ||||||||||||||||||||||||||
Lender [Member] | Promissory Note [Member] | Merchant Agreement [Member] | |||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 100,000 | ||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.55 | ||||||||||||||||||||||||||
Amortized of debt discount | $ 6,000 | ||||||||||||||||||||||||||
Fair value of warrant | 27,349 | ||||||||||||||||||||||||||
Debt conversion amount | $ 41,200 | ||||||||||||||||||||||||||
Debt conversion into common stock shares | 100,049 | ||||||||||||||||||||||||||
Repayment of debt | $ 206,000 | ||||||||||||||||||||||||||
Loan paid back date | Aug. 25, 2016 | ||||||||||||||||||||||||||
Debt maturity date start | Aug. 11, 2016 | ||||||||||||||||||||||||||
Debt maturity date ending | Aug. 25, 2016 | ||||||||||||||||||||||||||
Board Of Directors [Member] | Other Convertible Notes [Member] | |||||||||||||||||||||||||||
Convertible debentures issued to related parties | 291,000 | ||||||||||||||||||||||||||
Placement Agent [Member] | Other Convertible Notes [Member] | |||||||||||||||||||||||||||
Amortized of debt discount | 3,876,622 | ||||||||||||||||||||||||||
Fair value of warrant | 2,101,786 | ||||||||||||||||||||||||||
Gross proceeds from warrants | 536,908 | ||||||||||||||||||||||||||
Convertible debentures issued to related parties | 3,142,078 | ||||||||||||||||||||||||||
Deferred finance fees | $ 621,500 | ||||||||||||||||||||||||||
Investor [Member] | Revolving Note [Member] | |||||||||||||||||||||||||||
Percentage of debt original issue discount on purchase price | 40.00% | ||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 625,000 | ||||||||||||||||||||||||||
Fair value of convertible note | $ 2,000,000 | ||||||||||||||||||||||||||
Debt maturity date ending | Oct. 28, 2017 | ||||||||||||||||||||||||||
Advance pursuant to revolving note | $ 250,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||
Investor [Member] | Revolving Note [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 2,500,000 | ||||||||||||||||||||||||||
Advance pursuant to revolving note | $ 500,000 | ||||||||||||||||||||||||||
Holder [Member] | |||||||||||||||||||||||||||
Percentage of outstanding principal amount of debenture | 5.00% | ||||||||||||||||||||||||||
Gross proceeds of purchase consideration | $ 7,000,000 | ||||||||||||||||||||||||||
Equity ownership, percentage | 5.00% | ||||||||||||||||||||||||||
Subscription Agreement [Member] | Individuals [Member] | July 23, 2015 and March 31, 2016 [Member] | |||||||||||||||||||||||||||
Percentage of warrants to purchase shares of common stock | 50.00% | ||||||||||||||||||||||||||
Warrants purchase price | $ 6,329,549 | ||||||||||||||||||||||||||
Percentage of debt original issue discount on purchase price | 10.00% | ||||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | ||||||||||||||||||||||||||
Convertible debentures term | 2 years | ||||||||||||||||||||||||||
Debt conversion price per share | $ 0.28 | ||||||||||||||||||||||||||
Percentage of outstanding principal amount of debenture | 120.00% | ||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 11,302,766 | ||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.40 | ||||||||||||||||||||||||||
Warrants expiration period | 5 years | ||||||||||||||||||||||||||
Merchant Agreement [Member] | |||||||||||||||||||||||||||
Received in exchange for rights to all customer receipts | $ 300,000 | $ 100,000 | $ 50,000 | $ 200,000 | $ 150,000 | ||||||||||||||||||||||
Lender paid | 384,000 | 132,000 | 67,450 | 278,000 | 187,500 | ||||||||||||||||||||||
Collected rate business day | 2,560 | 1,098 | 559 | 1,985 | 744 | ||||||||||||||||||||||
Proceeds from outstanding balance of previous loan from lender | 131,710 | 67,925 | |||||||||||||||||||||||||
Debenture fee | $ 6,000 | $ 3,999 | $ 999 | $ 999 | $ 1,875 | ||||||||||||||||||||||
Merchant Agreement [Member] | Lender [Member] | |||||||||||||||||||||||||||
Repayment of debt | $ 70,000 | ||||||||||||||||||||||||||
Merchant Agreement [Member] | Lender [Member] | Other Notes [Member] | |||||||||||||||||||||||||||
Other note outstanding balance | 157,287 | ||||||||||||||||||||||||||
Merchant Agreement [Member] | Lender [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||
Other note outstanding balance | 0 | ||||||||||||||||||||||||||
Merchant Agreement [Member] | Lender [Member] | |||||||||||||||||||||||||||
Other note outstanding balance | $ 48,440 |
Convertible Debt and Other De45
Convertible Debt and Other Debt - Schedule of Convertible Debts and Outstanding Balances (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Nov. 10, 2014 | Jun. 04, 2014 | Dec. 04, 2013 | ||
Loan Amount | $ 2,509,045 | ||||
Outstanding Balance | $ 75,000 | $ 150,000 | $ 223,000 | ||
Discount related to Fair value of conversion feature and warrants | (20,721) | ||||
Fixed Rate Convertible Notes [Member] | |||||
Loan Amount | 7,229,549 | ||||
Outstanding Balance | 7,229,549 | ||||
Original Issue Discount | 725,496 | ||||
Deferred Finance Fees | 1,158,408 | ||||
Discount related to Fair value of conversion feature and warrants | $ 6,060,837 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt [Member] | |||||
Inception Date | Jul. 22, 2015 | ||||
Term | 24 months | ||||
Loan Amount | $ 2,180,000 | ||||
Outstanding Balance | 2,180,000 | ||||
Original Issue Discount | [1] | $ 218,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 388,532 | ||||
Discount related to Fair value of conversion feature and warrants | $ 2,163,074 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Two [Member] | |||||
Inception Date | Sep. 25, 2015 | ||||
Term | 24 months | ||||
Loan Amount | $ 1,100,000 | ||||
Outstanding Balance | 1,100,000 | ||||
Original Issue Discount | [1] | $ 110,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 185,956 | ||||
Discount related to Fair value of conversion feature and warrants | $ 1,022,052 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Three [Member] | |||||
Inception Date | Oct. 2, 2015 | ||||
Term | 24 months | ||||
Loan Amount | $ 150,000 | ||||
Outstanding Balance | 150,000 | ||||
Original Issue Discount | [1] | $ 15,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 26,345 | ||||
Discount related to Fair value of conversion feature and warrants | $ 140,832 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Four [Member] | |||||
Inception Date | Oct. 6, 2015 | ||||
Term | 24 months | ||||
Loan Amount | $ 30,000 | ||||
Outstanding Balance | 30,000 | ||||
Original Issue Discount | [1] | $ 3,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 5,168 | ||||
Discount related to Fair value of conversion feature and warrants | $ 26,721 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Five [Member] | |||||
Inception Date | Oct. 14, 2015 | ||||
Term | 24 months | ||||
Loan Amount | $ 50,000 | ||||
Outstanding Balance | 50,000 | ||||
Original Issue Discount | [1] | $ 5,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 8,954 | ||||
Discount related to Fair value of conversion feature and warrants | $ 49,377 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Six [Member] | |||||
Inception Date | Nov. 2, 2015 | ||||
Term | 24 months | ||||
Loan Amount | $ 250,000 | ||||
Outstanding Balance | 250,000 | ||||
Original Issue Discount | [1] | $ 25,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 43,079 | ||||
Discount related to Fair value of conversion feature and warrants | $ 222,723 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Seven [Member] | |||||
Inception Date | Nov. 10, 2015 | ||||
Term | 24 months | ||||
Loan Amount | $ 50,000 | ||||
Outstanding Balance | 50,000 | ||||
Original Issue Discount | [1] | $ 5,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 8,790 | ||||
Discount related to Fair value of conversion feature and warrants | $ 46,984 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Eight [Member] | |||||
Inception Date | Nov. 12, 2015 | ||||
Term | 24 months | ||||
Loan Amount | $ 215,000 | ||||
Outstanding Balance | 215,000 | ||||
Original Issue Discount | [1] | $ 21,500 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 38,518 | ||||
Discount related to Fair value of conversion feature and warrants | $ 212,399 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Nine [Member] | |||||
Inception Date | Nov. 20, 2015 | ||||
Term | 24 months | ||||
Loan Amount | $ 200,000 | ||||
Outstanding Balance | 200,000 | ||||
Original Issue Discount | [1] | $ 20,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 37,185 | ||||
Discount related to Fair value of conversion feature and warrants | $ 200,000 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Ten [Member] | |||||
Inception Date | Dec. 4, 2015 | ||||
Term | 24 months | ||||
Loan Amount | $ 170,000 | ||||
Outstanding Balance | 170,000 | ||||
Original Issue Discount | [1] | $ 17,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 37,352 | ||||
Discount related to Fair value of conversion feature and warrants | $ 170,000 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Eleven [Member] | |||||
Inception Date | Dec. 11, 2015 | ||||
Term | 24 months | ||||
Loan Amount | $ 360,000 | ||||
Outstanding Balance | 360,000 | ||||
Original Issue Discount | [1] | $ 36,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 75,449 | ||||
Discount related to Fair value of conversion feature and warrants | $ 360,000 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Tweleve [Member] | |||||
Inception Date | Dec. 18, 2015 | ||||
Term | 24 months | ||||
Loan Amount | $ 55,000 | ||||
Outstanding Balance | 55,000 | ||||
Original Issue Discount | [1] | $ 5,500 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 11,714 | ||||
Discount related to Fair value of conversion feature and warrants | $ 55,000 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Thirteen [Member] | |||||
Inception Date | Dec. 31, 2015 | ||||
Term | 24 months | ||||
Loan Amount | $ 100,000 | ||||
Outstanding Balance | 100,000 | ||||
Original Issue Discount | [1] | $ 10,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 20,634 | ||||
Discount related to Fair value of conversion feature and warrants | $ 100,000 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Fourteen [Member] | |||||
Inception Date | Jan. 11, 2016 | ||||
Term | 24 months | ||||
Loan Amount | $ 100,000 | ||||
Outstanding Balance | 100,000 | ||||
Original Issue Discount | [1] | $ 10,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 24,966 | ||||
Discount related to Fair value of conversion feature and warrants | $ 80,034 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Fifteen [Member] | |||||
Inception Date | Jan. 20, 2016 | ||||
Term | 24 months | ||||
Loan Amount | $ 50,000 | ||||
Outstanding Balance | 50,000 | ||||
Original Issue Discount | [1] | $ 5,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 9,812 | ||||
Discount related to Fair value of conversion feature and warrants | $ 40,188 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Sixteen [Member] | |||||
Inception Date | Jan. 29, 2016 | ||||
Term | 24 months | ||||
Loan Amount | $ 300,000 | ||||
Outstanding Balance | 300,000 | ||||
Original Issue Discount | [1] | $ 30,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 60,887 | ||||
Discount related to Fair value of conversion feature and warrants | $ 239,113 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Seventeen [Member] | |||||
Inception Date | Feb. 26, 2016 | ||||
Term | 24 months | ||||
Loan Amount | $ 200,000 | ||||
Outstanding Balance | 200,000 | ||||
Original Issue Discount | [1] | $ 20,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 43,952 | ||||
Discount related to Fair value of conversion feature and warrants | $ 156,048 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Eightteen [Member] | |||||
Inception Date | Mar. 10, 2016 | ||||
Term | 24 months | ||||
Loan Amount | $ 125,000 | ||||
Outstanding Balance | 125,000 | ||||
Original Issue Discount | [1] | $ 12,500 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 18,260 | ||||
Discount related to Fair value of conversion feature and warrants | $ 106,740 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Nineteen [Member] | |||||
Inception Date | Mar. 18, 2016 | ||||
Term | 24 months | ||||
Loan Amount | $ 360,000 | ||||
Outstanding Balance | 360,000 | ||||
Original Issue Discount | [1] | $ 36,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 94,992 | ||||
Discount related to Fair value of conversion feature and warrants | $ 265,008 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Twenty [Member] | |||||
Inception Date | Mar. 24, 2016 | ||||
Term | 24 months | ||||
Loan Amount | $ 106,667 | ||||
Outstanding Balance | 106,667 | ||||
Original Issue Discount | [1] | $ 10,667 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 15,427 | ||||
Discount related to Fair value of conversion feature and warrants | $ 91,240 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Twenty One [Member] | |||||
Inception Date | Mar. 31, 2016 | ||||
Term | 24 months | ||||
Loan Amount | $ 167,882 | ||||
Outstanding Balance | 167,882 | ||||
Original Issue Discount | [1] | $ 16,788 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | $ 2,436 | ||||
Discount related to Fair value of conversion feature and warrants | $ 165,446 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Twenty Two [Member] | |||||
Inception Date | Apr. 5, 2016 | ||||
Term | 24 months | ||||
Loan Amount | $ 10,000 | ||||
Outstanding Balance | 10,000 | ||||
Original Issue Discount | [1] | $ 1,000 | |||
Interest Rate | [2] | 10.00% | |||
Deferred Finance Fees | |||||
Discount related to Fair value of conversion feature and warrants | $ 10,000 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Twenty Three [Member] | |||||
Inception Date | May 24, 2016 | ||||
Term | 7 months | ||||
Loan Amount | $ 100,000 | ||||
Outstanding Balance | 100,000 | ||||
Original Issue Discount | $ 7,000 | ||||
Interest Rate | 0.00% | ||||
Deferred Finance Fees | |||||
Discount related to Fair value of conversion feature and warrants | $ 20,368 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Twenty Four [Member] | |||||
Inception Date | Jun. 15, 2016 | ||||
Term | 6 months | ||||
Loan Amount | $ 40,000 | ||||
Outstanding Balance | 40,000 | ||||
Original Issue Discount | |||||
Interest Rate | 12.00% | ||||
Deferred Finance Fees | |||||
Discount related to Fair value of conversion feature and warrants | $ 3,680 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Twenty Five [Member] | |||||
Inception Date | Jun. 17, 2016 | ||||
Term | 6 months | ||||
Loan Amount | $ 40,000 | ||||
Outstanding Balance | 40,000 | ||||
Original Issue Discount | |||||
Interest Rate | 12.00% | ||||
Deferred Finance Fees | |||||
Discount related to Fair value of conversion feature and warrants | $ 3,899 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Twenty Six [Member] | |||||
Inception Date | Jun. 22, 2016 | ||||
Term | 6 months | ||||
Loan Amount | $ 35,000 | ||||
Outstanding Balance | 35,000 | ||||
Original Issue Discount | |||||
Interest Rate | 12.00% | ||||
Deferred Finance Fees | |||||
Discount related to Fair value of conversion feature and warrants | $ 3,373 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Twenty Seven [Member] | |||||
Inception Date | Jul. 6, 2016 | ||||
Term | 6 months | ||||
Loan Amount | $ 85,000 | ||||
Outstanding Balance | 85,000 | ||||
Original Issue Discount | |||||
Interest Rate | 12.00% | ||||
Deferred Finance Fees | |||||
Discount related to Fair value of conversion feature and warrants | $ 15,048 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Twenty Eight [Member] | |||||
Inception Date | Jul. 29, 2016 | ||||
Term | 6 months | ||||
Loan Amount | $ 100,000 | ||||
Outstanding Balance | 100,000 | ||||
Original Issue Discount | |||||
Interest Rate | 12.00% | ||||
Deferred Finance Fees | |||||
Discount related to Fair value of conversion feature and warrants | $ 25,518 | ||||
Fixed Rate Convertible Notes [Member] | Convertible Debt Twenty Nine [Member] | |||||
Inception Date | Sep. 15, 2016 | ||||
Term | 8 months | ||||
Loan Amount | $ 500,000 | ||||
Outstanding Balance | 500,000 | ||||
Original Issue Discount | $ 85,541 | ||||
Interest Rate | 9.00% | ||||
Deferred Finance Fees | |||||
Discount related to Fair value of conversion feature and warrants | $ 65,972 | ||||
[1] | The original issue discount is reflected in the first year. | ||||
[2] | The annual interest started accruing in the second year. |
Convertible Debt and Other De46
Convertible Debt and Other Debt - Summary of Changes in Convertible Debt, Net of Unamortized Discounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Balance at January 1, | $ 277,342 | |
Issuance of convertible debt, face value | 2,509,045 | |
Issuance of revolving note payable, face value | 1,250,000 | |
Original issued discount | (189,496) | |
Debt discount from derivative liabilities (embedded conversion option and warrants) | (1,153,817) | |
Debt discount from beneficial conversion feature | (20,721) | |
Deferred financing fees | (385,371) | |
Debt discount related to one-time interest charge | (170,000) | |
Repayment of convertible debt | $ (107,000) | $ (2,653,990) |
Conversion of convertible debt into common stock | (100,000) | (382,054) |
Debt discount from shares and warrants issued with the notes | $ (596,867) | |
Accretion of interest and amortization of debt discount to interest expense | 3,960,822 | |
Balance at December 31, | 5,273,937 | $ 277,342 |
Less: revolving note payable | 612,970 | |
Less: current portion of convertible debt | 4,005,702 | 100,000 |
Convertible debt, long-term portion | $ 529,742 | $ 177,342 |
Stockholders' (Deficit) (Detail
Stockholders' (Deficit) (Details Narrative) - USD ($) | Dec. 12, 2016 | Nov. 16, 2016 | Aug. 29, 2016 | May 13, 2016 | May 06, 2016 | Sep. 25, 2015 | Aug. 14, 2015 | Aug. 13, 2015 | Jul. 21, 2015 | May 29, 2015 | Apr. 17, 2015 | Apr. 10, 2015 | Mar. 31, 2015 | Mar. 18, 2015 | Feb. 25, 2015 | Feb. 18, 2015 | Jan. 14, 2015 | Dec. 23, 2014 | Nov. 12, 2014 | Jun. 30, 2014 | Feb. 28, 2014 | Feb. 02, 2014 | Jan. 30, 2014 | Jan. 29, 2014 | Dec. 12, 2013 | May 20, 2013 | Mar. 28, 2013 | Feb. 06, 2013 | Jan. 04, 2013 | Nov. 15, 2012 | Jul. 06, 2012 | Nov. 11, 2011 | Dec. 31, 2013 | Apr. 30, 2012 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 22, 2016 | Nov. 29, 2015 | Dec. 31, 2014 | Nov. 10, 2014 | Sep. 22, 2014 | Jun. 04, 2014 | Apr. 04, 2014 | Jan. 31, 2014 | Dec. 21, 2013 | Dec. 04, 2013 | Dec. 28, 2012 |
Convertible preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrants issued | $ 6,329,549 | ||||||||||||||||||||||||||||||||||||||||||||||||
Adjustment to additional paid in capital related to the beneficial conversion feature | $ 20,721 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding under the plan | 31,728,945 | 31,728,945 | 34,798,914 | 22,588,451 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible debt amount | $ 75,000 | $ 150,000 | $ 223,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt | $ 117,837 | $ 30,000 | $ 40,000 | $ 20,000 | $ 35,000 | $ 30,000 | $ 35,000 | $ 27,500 | $ 22,500 | $ 38,000 | $ 25,000 | $ 25,000 | $ 145,931 | $ 58,919 | |||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | 420,849 | 120,000 | 160,000 | 80,000 | 140,000 | 120,000 | 140,000 | 110,000 | 90,000 | 140,741 | 100,000 | 100,000 | 235,676 | ||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 1,755,091 | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock value issued for consulting and investor services | 332,696 | $ 457,030 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 4,501,186 | $ 4,146,416 | |||||||||||||||||||||||||||||||||||||||||||||||
Cashless exercise common stock shares issued | 22,996 | ||||||||||||||||||||||||||||||||||||||||||||||||
Cashless exercise warrants issued | 70,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 30,999,839 | 30,999,839 | 23,004,898 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 610,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrents issued | $ 6,325,102 | $ 6,325,102 | $ 5,416,681 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||
Securities Exchange Agreement [Member] | Everest Investments Holding [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate number of units sold | 601,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per units sold | $ 0.50 | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock purchased | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock value of shares received | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 1,755,091 | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock value issued for consulting and investor services | $ 457,030 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrents issued | $ 93,488 | ||||||||||||||||||||||||||||||||||||||||||||||||
Lender [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate number of units sold | 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Lenders [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt | $ 41,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | 100,049 | ||||||||||||||||||||||||||||||||||||||||||||||||
2005 Equity Incentive [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock reserved for stock option plan | 1,800,000 | 1,800,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding under the plan | 1,153,750 | 1,153,750 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares available for future grant | 586,250 | 586,250 | |||||||||||||||||||||||||||||||||||||||||||||||
2013 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock reserved for stock option plan | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding under the plan | 2,047,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares available for future grant | 952,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
2015 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock reserved for stock option plan | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding under the plan | 2,068,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares available for future grant | 2,932,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average grant date fair value of options issued | $ 0.27 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unrecognized compensation cost | $ 369,224 | ||||||||||||||||||||||||||||||||||||||||||||||||
Compensation cost reorganization period | 1 year 9 months 22 days | ||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 755,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock value issued for consulting and investor services | $ 332,696 | ||||||||||||||||||||||||||||||||||||||||||||||||
Extension One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debenture fee | $ 13,000 | 13,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Extension Two [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debenture fee | 13,000 | 13,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Extension Three [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debenture fee | 10,000 | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Extension Four [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debenture fee | $ 8,000 | $ 8,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Five Tranches [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock issuance price per share | $ 0.40 | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,525,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 610,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.01 | 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||
Five Tranches [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 1,525,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.50 | $ 0.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrent term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Payments of stock issuance costs | $ 79,035 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible preferred stock | $ 559,275 | ||||||||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital and accumulated deficit | 530,140 | ||||||||||||||||||||||||||||||||||||||||||||||||
Adjustment to additional paid in capital related to the beneficial conversion feature | $ 530,140 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, conversion percentage | 300.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent financing pro-rata basis percentage | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Series D Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.25 | $ 0.40 | $ 0.81 | $ 0.81 | |||||||||||||||||||||||||||||||||||||||||||||
Change in number of warrants | 628,733 | 530,406 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 1,676,608 | 1,047,875 | |||||||||||||||||||||||||||||||||||||||||||||||
Series D Warrant [Member] | Merger Or Consolidation [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of stock acquired | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Series G Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | 0.50 | $ 0.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants expiration date | Jul. 6, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||
Change in exercise price of warrants | 0.60 | $ 0.60 | |||||||||||||||||||||||||||||||||||||||||||||||
Series J Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.40 | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Series J Warrant [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Change in number of warrants | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series K Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from direct offering | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.3125 | $ 0.375 | $ 0.425 | $ 0.3125 | $ 0.3125 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant Derivative Liability [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from direct offering | $ 283,725 | ||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average grant date fair value of options issued | $ 0.40 | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Aggregate warrant to lenders to purchase commno stock shares | 8,767,857 | 2,517,052 | |||||||||||||||||||||||||||||||||||||||||||||||
Aggregate warrant to placement agent to purchase common stock shares | 1,689,286 | 412,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant expiring term | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||
Incremental value of warrant extension | $ 69,627 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Lenders [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | 297,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series A Junior Participating Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock designated | 20,000 | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock designated | 313,960 | 313,960 | |||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock designated | 279,256 | 279,256 | |||||||||||||||||||||||||||||||||||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock designated | 88,098 | 88,098 | |||||||||||||||||||||||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, authorized | 850 | 850 | 850 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, par value | $ 0.01 | $ .01 | $ .01 | $ .01 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued | 300 | 300 | 300 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of stock designated | 850 | 850 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares outstanding | 300 | 300 | 300 | ||||||||||||||||||||||||||||||||||||||||||||||
Aggregate number of units sold | 843 | ||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per units sold | $ 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from direct offering | $ 843,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 614 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.81 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amount to be paid at any uncertain situation value per share (subject to accrued but unpaid dividends) | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock value issued | $ 3 | $ 3 | $ 3 | ||||||||||||||||||||||||||||||||||||||||||||||
Change in exercise price of warrants | $ 0.65 | $ 0.65 | |||||||||||||||||||||||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | Merger Or Consolidation [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible preferred stock | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of stock acquired | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | Series D Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrants issued | $ 283,725 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock designated | 500 | 500 | |||||||||||||||||||||||||||||||||||||||||||||||
Series G Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, authorized | 240,000 | 240,000 | 240,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued | 86,570 | 86,570 | 86,570 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of stock designated | 240,000 | 240,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares outstanding | 86,570 | 86,570 | 86,570 | ||||||||||||||||||||||||||||||||||||||||||||||
Aggregate number of units sold | 145,320 | 145,320 | |||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per units sold | $ 5 | $ 5 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from direct offering | $ 726,600 | $ 726,600 | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, conversion percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of shares purchased for investment | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Value of shares invested in private placements | $ 726,600 | ||||||||||||||||||||||||||||||||||||||||||||||||
Cumulative dividend rate percentage | 4.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock value issued | $ 866 | $ 866 | $ 866 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issuance price per share | $ 0.75 | $ 0.75 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant expiring term | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Series G Convertible Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from direct offering | $ 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Value of shares invested in private placements | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock value issued | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Average daily trading volume | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series G Convertible Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock value issued | $ 250,000 | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Series H Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, authorized | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued | 10,000 | 10,000 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of stock designated | 10,000 | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares outstanding | 10,000 | 10,000 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per units sold | $ 0.8025 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 100 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock value issued | $ 100 | $ 100 | $ 100 | ||||||||||||||||||||||||||||||||||||||||||||||
Series H2 Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, authorized | 21 | 21 | 21 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued | 21 | 21 | 21 | 21 | |||||||||||||||||||||||||||||||||||||||||||||
Number of stock designated | 21 | 21 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares outstanding | 21 | 21 | 21 | ||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per units sold | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock value issued | |||||||||||||||||||||||||||||||||||||||||||||||||
Series J Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, authorized | 6,250 | 6,250 | 6,250 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued | 3,521 | 3,521 | 3,546 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of stock designated | 6,250 | 6,250 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares outstanding | 3,521 | 3,521 | 3,546 | ||||||||||||||||||||||||||||||||||||||||||||||
Aggregate number of units sold | 5,087.5 | 5,087.5 | 5,087.5 | ||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per units sold | $ 400 | $ 400 | $ 400 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from direct offering | $ 2,034,700 | $ 2,034,700 | $ 2,034,700 | $ 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares outstanding | 25 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.40 | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, conversion percentage | 4.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of stock acquired | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Value of shares invested in private placements | 250,000 | $ 2,034,700 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock value issued | $ 250,000 | $ 35 | $ 35 | $ 36 | |||||||||||||||||||||||||||||||||||||||||||||
Stock issuance price per share | $ 0.80 | $ 0.80 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants expiration term | P3Y | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 1,112 | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued dividend | $ 442 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock common stock shares issued | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series J Convertible Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Value of shares invested in private placements | $ 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock issuance price per share | $ 0.80 | $ 0.80 | |||||||||||||||||||||||||||||||||||||||||||||||
Average daily trading volume | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series K Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, authorized | 15,000 | 15,000 | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued | 1,000 | 1,000 | 1,000 | 1,000 | 6,816 | 6,816 | 11,416 | 64,000 | |||||||||||||||||||||||||||||||||||||||||
Number of stock designated | 15,000 | 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares outstanding | 4,600 | 6,816 | 6,816 | 11,416 | |||||||||||||||||||||||||||||||||||||||||||||
Aggregate number of units sold | 1,052 | 734 | 1,854 | 4,875 | 4,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price per units sold | $ 250 | $ 300 | $ 340 | $ 250 | $ 250 | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from direct offering | $ 263,000 | $ 220,000 | $ 630,360 | $ 1,500,000 | $ 1,218,750 | $ 1,000,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 500 | 500 | 500 | 500 | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.3125 | $ 0.375 | $ 0.425 | $ 0.3125 | $ 0.3125 | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrants issued | $ 271,422 | ||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible preferred stock | 685,245 | ||||||||||||||||||||||||||||||||||||||||||||||||
Adjustment to additional paid in capital related to the beneficial conversion feature | $ 1,495,415 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, conversion percentage | 4.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of stock acquired | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Value of shares invested in private placements | $ 3,332,110 | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash received in private placement | 2,511,404 | 572,044 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of outstanding indebtedness and accrued board of directors' fees | $ 820,706 | $ 427,956 | 427,956 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock value issued | $ 68 | $ 68 | $ 114 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issuance price per share | $ 0.80 | $ 0.80 | |||||||||||||||||||||||||||||||||||||||||||||||
Average daily trading volume | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants expiration date | Nov. 12, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Jan. 29, 2017 | |||||||||||||||||||||||||||||||||||||||||||||
Fee incurred with private placement | $ 43,334 | ||||||||||||||||||||||||||||||||||||||||||||||||
Increase in subscription amount | $ 3,500,000 | $ 718,750 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 247,435 | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued dividend | $ 63,413 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series K Convertible Preferred Stock [Member] | Tranche Two [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from direct offering | $ 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Increase in subscription amount | $ 1,218,750 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series K Convertible Preferred Stock [Member] | Tranche Third [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from direct offering | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Increase in subscription amount | $ 630,360 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series K Convertible Preferred Stock [Member] | Fourth Tranche [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from direct offering | $ 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Increase in subscription amount | $ 220,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series K Convertible Preferred Stock [Member] | Fifth Tranche [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from direct offering | $ 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Increase in subscription amount | $ 263,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series K Convertible Preferred Stock [Member] | Initial Tranche [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Increase in subscription amount | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series K Convertible Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from direct offering | $ 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Increase in subscription amount | $ 4,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series K Convertible Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Increase in subscription amount | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Common Stock [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 330,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock value issued for consulting and investor services | $ 84,735 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 300,000 |
Stockholders' (Deficit) - Sched
Stockholders' (Deficit) - Schedule of Assumption Used (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Nov. 10, 2011 | |
Fair value per warrant | $ 0.54 | |
Series K Warrants December 12, 2013 [Member] | ||
Contractual life (in months) | 36 months | |
Expected volatility | 136.10% | |
Risk-free interest rate | 0.39% | |
Exercise price | $ 0.3125 | |
Fair value per warrant | $ 0.20 | |
Series K Warrants January 29, 2014 [Member] | ||
Contractual life (in months) | 36 months | |
Expected volatility | 152.40% | |
Risk-free interest rate | 0.39% | |
Exercise price | $ 0.3125 | |
Fair value per warrant | $ 0.30 | |
Series K Warrants February 28, 2014 [Member] | ||
Contractual life (in months) | 36 months | |
Expected volatility | 152.70% | |
Risk-free interest rate | 0.39% | |
Exercise price | $ 0.425 | |
Fair value per warrant | $ 0.37 | |
Series K Warrants June 30, 2014 [Member] | ||
Contractual life (in months) | 36 months | |
Expected volatility | 153.90% | |
Risk-free interest rate | 90.00% | |
Exercise price | $ 0.375 | |
Fair value per warrant | $ 0.29 | |
Series K Warrants November 12, 2014 [Member] | ||
Contractual life (in months) | 36 months | |
Expected volatility | 153.90% | |
Risk-free interest rate | 90.00% | |
Exercise price | $ 0.3125 | |
Fair value per warrant | $ 0.23 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Concerning Options and Warrants Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares, Beginning balance | 34,798,914 | 22,588,451 |
Shares, Granted | 8,179,552 | 13,337,141 |
Shares, Exercised | (70,000) | |
Shares, Expired | (11,063,521) | (996,678) |
Shares, Forfeited | (116,000) | (130,000) |
Shares, Ending balance | 31,728,945 | 34,798,914 |
Exercisable, Beginning balance | 31,664,469 | 20,858,111 |
Exercisable, Ending balance | 29,730,959 | 31,664,469 |
Stock Option [Member] | ||
Shares, Beginning balance | 5,571,250 | 3,406,250 |
Shares, Granted | 2,500,000 | |
Shares, Exercised | ||
Shares, Expired | 186,000 | (205,000) |
Shares, Forfeited | 116,000 | (130,000) |
Shares, Ending balance | 5,269,250 | 5,571,250 |
Weighted average price per share, Beginning balance | $ 0.44 | $ 0.51 |
Weighted average price per share, Granted | 0.40 | |
Weighted average price per share, Exercised | ||
Weighted average price per share, Expired | 1 | 1 |
Weighted average price per share, Forfeited | 0.51 | 0.70 |
Weighted average price per share, Ending balance | $ 0.42 | $ 0.44 |
Warrants [Member] | ||
Shares, Beginning balance | 29,227,664 | 19,182,201 |
Shares, Granted | 8,179,552 | 10,837,141 |
Shares, Exercised | (70,000) | |
Shares, Expired | (10,877,521) | (791,678) |
Shares, Forfeited | ||
Shares, Ending balance | 26,459,695 | 29,227,664 |
Weighted average price per share, Beginning balance | $ 0.44 | $ 0.49 |
Weighted average price per share, Granted | 0.42 | 0.40 |
Weighted average price per share, Exercised | 0.31 | |
Weighted average price per share, Expired | 0.55 | 0.31 |
Weighted average price per share, Forfeited | ||
Weighted average price per share, Ending balance | $ 0.40 | $ 0.44 |
Stockholders' Deficit - Sched50
Stockholders' Deficit - Schedule of Share-based Compensation Stock Option Plans by Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Exercise Price 1 [Member] | |
Exercise price range, lower range limit | $ 0.30 |
Exercise price range, upper range limit | $ 0.39 |
Options outstanding, number of options | shares | 1,625,500 |
Options outstanding, weighted average remaining contractual life | 7 years 8 months 12 days |
Options outstanding, weighted average exercise price | $ 0.30 |
Options exercisable, number of options | shares | 1,342,762 |
Options exercisable, weighted average remaining contractual life | 7 years 8 months 12 days |
Options exercisable, weighted average exercise price | $ 0.30 |
Exercise Price 2 [Member] | |
Exercise price range, lower range limit | 0.40 |
Exercise price range, upper range limit | $ 0.49 |
Options outstanding, number of options | shares | 2,786,000 |
Options outstanding, weighted average remaining contractual life | 8 years 8 months 12 days |
Options outstanding, weighted average exercise price | $ 0.40 |
Options exercisable, number of options | shares | 1,454,665 |
Options exercisable, weighted average remaining contractual life | 8 years 4 months 24 days |
Options exercisable, weighted average exercise price | $ 0.40 |
Exercise Price 3 [Member] | |
Exercise price range, lower range limit | 0.50 |
Exercise price range, upper range limit | $ 0.59 |
Options outstanding, number of options | shares | 226,250 |
Options outstanding, weighted average remaining contractual life | 5 years 7 months 6 days |
Options outstanding, weighted average exercise price | $ 0.50 |
Options exercisable, number of options | shares | 226,250 |
Options exercisable, weighted average remaining contractual life | 5 years 7 months 6 days |
Options exercisable, weighted average exercise price | $ 0.50 |
Exercise Price 4 [Member] | |
Exercise price range, lower range limit | 0.60 |
Exercise price range, upper range limit | $ 0.69 |
Options outstanding, number of options | shares | 385,500 |
Options outstanding, weighted average remaining contractual life | 3 years 1 month 6 days |
Options outstanding, weighted average exercise price | $ 0.60 |
Options exercisable, number of options | shares | 385,500 |
Options exercisable, weighted average remaining contractual life | 3 years 1 month 6 days |
Options exercisable, weighted average exercise price | $ 0.60 |
Exercise Price 5 [Member] | |
Exercise price range, lower range limit | 0.70 |
Exercise price range, upper range limit | $ 1.25 |
Options outstanding, number of options | shares | 246,000 |
Options outstanding, weighted average remaining contractual life | 2 years 3 months 18 days |
Options outstanding, weighted average exercise price | $ 1 |
Options exercisable, number of options | shares | 246,000 |
Options exercisable, weighted average remaining contractual life | 2 years 3 months 18 days |
Options exercisable, weighted average exercise price | $ 1 |
Exercise Price 6 [Member] | |
Exercise price range, lower range limit | 0.30 |
Exercise price range, upper range limit | $ 1.25 |
Options outstanding, number of options | shares | 5,269,250 |
Options outstanding, weighted average remaining contractual life | 7 years 7 months 6 days |
Options outstanding, weighted average exercise price | $ 0.42 |
Options exercisable, number of options | shares | 3,655,177 |
Options exercisable, weighted average remaining contractual life | 7 years 1 month 6 days |
Options exercisable, weighted average exercise price | $ 0.43 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Mar. 21, 2017USD ($)shares | Mar. 16, 2017$ / sharesshares | Mar. 14, 2017USD ($)shares | Mar. 02, 2017USD ($) | Feb. 15, 2017USD ($)shares | Feb. 06, 2017USD ($) | Jan. 31, 2017USD ($) | Jan. 17, 2017USD ($)Integer$ / sharesshares | Jan. 06, 2017USD ($)shares | Aug. 28, 2015USD ($) | May 29, 2015USD ($) | Mar. 17, 2015USD ($) | Jan. 29, 2015USD ($) | Jan. 15, 2015USD ($) | Feb. 28, 2017USD ($)shares | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Proceeds from convertible debt | $ 2,105,420 | $ 5,558,537 | ||||||||||||||||
Merchant Agreement [Member] | ||||||||||||||||||
Debt instrument, monthly allotments | $ 2,560 | $ 1,098 | $ 559 | $ 1,985 | $ 744 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Number of restricted common stock issued, shares | shares | 50,000 | |||||||||||||||||
Payment of debt | $ 34,000 | |||||||||||||||||
Number of restricted common stock issued | $ 10,000 | |||||||||||||||||
Debt instrument, monthly allotments | $ 25,000 | |||||||||||||||||
Number of allotments | Integer | 3 | |||||||||||||||||
Subsequent Event [Member] | Months 1-3 [Member] | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | |||||||||||||||||
Number of warrants issued | shares | 100,000 | |||||||||||||||||
Subsequent Event [Member] | Months 4-6 [Member] | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.60 | |||||||||||||||||
Number of warrants issued | shares | 125,000 | |||||||||||||||||
Subsequent Event [Member] | Months 7-9 [Member] | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.80 | |||||||||||||||||
Number of warrants issued | shares | 125,000 | |||||||||||||||||
Subsequent Event [Member] | Months 10-12 [Member] | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 1 | |||||||||||||||||
Number of warrants issued | shares | 150,000 | |||||||||||||||||
Subsequent Event [Member] | October Revolving Note [Member] | ||||||||||||||||||
Proceeds from loan | $ 500,000 | $ 250,000 | ||||||||||||||||
Number of warrants to purchase common stock | shares | 1,875,000 | |||||||||||||||||
Subsequent Event [Member] | Merchant Agreement [Member] | ||||||||||||||||||
Proceeds from loan | $ 75,000 | $ 125,000 | ||||||||||||||||
Fee paid for loan | 1,250 | |||||||||||||||||
Payment of debt | $ 16,180 | |||||||||||||||||
Subsequent Event [Member] | Privately-Held Investment Firm [Member] | ||||||||||||||||||
Loan interest rate | 10.00% | |||||||||||||||||
Original issue of discount percentage | 10.00% | |||||||||||||||||
Number of restricted common stock issued, shares | shares | 250,000 | |||||||||||||||||
Subsequent Event [Member] | Privately-Held Investment Firm [Member] | Non Convertible Loan [Member] | ||||||||||||||||||
Proceeds from convertible debt | $ 250,000 | |||||||||||||||||
Subsequent Event [Member] | Two Accredited Investors [Member] | ||||||||||||||||||
Loan interest rate | 10.00% | |||||||||||||||||
Number of restricted common stock issued, shares | shares | 170,000 | |||||||||||||||||
Subsequent Event [Member] | Two Accredited Investors [Member] | Non Convertible Loan [Member] | ||||||||||||||||||
Proceeds from convertible debt | $ 110,000 | |||||||||||||||||
Subsequent Event [Member] | Incentive Stock Options [Member] | Employees [Member] | ||||||||||||||||||
Common stock, shares available for future grant to employees | shares | 660,000 | |||||||||||||||||
Stock option exercise price | $ / shares | $ 0.28 | |||||||||||||||||
Stock option expected term | 10 years | |||||||||||||||||
Subsequent Event [Member] | Incentive Stock Options [Member] | Officers, Consultants and Directors [Member] | ||||||||||||||||||
Common stock, shares available for future grant to employees | shares | 1,855,000 | |||||||||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | |||||||||||||||||
Subsequent Event [Member] | Accredited Investor [Member] | ||||||||||||||||||
Proceeds from non convertible debt | $ 170,000 | |||||||||||||||||
Loan interest rate | 10.00% | |||||||||||||||||
Original issue of discount percentage | 10.00% | |||||||||||||||||
Number of restricted common stock issued, shares | shares | 170,000 |