Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 11, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | PRESSURE BIOSCIENCES INC | |
Entity Central Index Key | 830,656 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,101,884 | |
Trading Symbol | PBIO | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 201,333 | $ 138,363 |
Accounts receivable, net of $28,169 reserve at June 30, 2017 and December 31, 2016 | 564,048 | 281,320 |
Inventories, net of $20,000 reserve at June 30, 2017 and December 31, 2016 | 1,131,488 | 905,284 |
Prepaid income taxes | 7,405 | 7,405 |
Prepaid expenses and other current assets | 175,910 | 258,103 |
Total current assets | 2,080,184 | 1,590,475 |
Investment in available-for-sale equity securities | 25,986 | 25,865 |
Property and equipment, net | 21,314 | 9,413 |
TOTAL ASSETS | 2,127,484 | 1,625,753 |
CURRENT LIABILITIES | ||
Accounts payable | 746,087 | 407,249 |
Accrued employee compensation | 337,480 | 249,596 |
Accrued professional fees and other | 1,354,615 | 956,884 |
Deferred revenue | 180,397 | 159,654 |
Revolving note payable, net of unamortized debt discounts of $909,017 and $637,030, respectively | 2,090,983 | 612,970 |
Related party convertible debt, net of debt discount of $99,065 and $0, respectively | 192,069 | |
Convertible debt, net of unamortized debt discounts of $1,037,619 and $2,235,839, respectively | 7,916,803 | 4,005,702 |
Other debt, net of unamortized discounts of $111,771 and $380, respectively | 1,769,376 | 238,157 |
Warrant derivative liability | 1,950,681 | 1,685,108 |
Conversion option liability | 907,386 | 951,059 |
Total current liabilities | 15,162,825 | 9,266,379 |
LONG TERM LIABILITIES | ||
Related party convertible debt, net of debt discount of $0 and $165,611, respectively | 125,523 | |
Convertible debt, net of debt discount of $0 and $740,628, respectively | 529,742 | |
Deferred revenue | 71,499 | 87,527 |
TOTAL LIABILITIES | 15,234,324 | 10,009,171 |
COMMITMENTS AND CONTINGENCIES (Note 5) | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 1,101,884 and 1,033,328 shares issued and outstanding on June 30, 2017 and December 31, 2016, respectively | 11,019 | 10,333 |
Warrants to acquire common stock | 7,082,460 | 6,325,102 |
Additional paid-in capital | 28,234,884 | 27,544,265 |
Accumulated other comprehensive income | 6,190 | |
Accumulated deficit | (48,442,465) | (42,264,190) |
Total stockholders’ deficit | (13,106,840) | (8,383,418) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 2,127,484 | 1,625,753 |
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 | 35 |
Series K Convertible Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Convertible Preferred Stock, value | $ 68 | $ 68 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Accounts receivable, reserve | $ 28,169 | $ 28,169 |
Inventories reserve | 20,000 | 20,000 |
Revolving note payable, unamortized discount | 909,017 | 637,030 |
Convertible debt related party unamortized debt discount current, net | 99,065 | 0 |
Convertible debt, current unamortized discounts | 1,037,619 | 2,235,839 |
Other debt, unamortized discounts net | 111,771 | 380 |
Convertible debt related party unamortized debt discount net | 0 | 165,611 |
Convertible debt, non current unamortized discounts | $ 0 | $ 740,628 |
Convertible preferred stock, par value | $ 0.01 | |
Convertible preferred stock, authorized | 1,000,000 | |
Convertible preferred stock, shares issued | 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 | 1,101,884 | 1,033,328 |
Common stock, shares outstanding | 1,101,884 | 1,033,328 |
Series D Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ .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 | 3,521 |
Convertible preferred stock, shares outstanding | 3,521 | 3,521 |
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 | 6,816 |
Convertible preferred stock, shares outstanding | 6,816 | 6,816 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue: | ||||
Products, services, other | $ 480,400 | $ 474,187 | $ 1,006,398 | $ 928,538 |
Grant revenue | 59,972 | 36,776 | 85,331 | 92,904 |
Total revenue | 540,372 | 510,963 | 1,091,729 | 1,021,442 |
Costs and expenses: | ||||
Cost of products and services | 287,299 | 243,105 | 523,296 | 464,804 |
Research and development | 241,783 | 321,428 | 505,239 | 656,698 |
Selling and marketing | 300,111 | 193,885 | 513,120 | 385,121 |
General and administrative | 915,470 | 813,242 | 1,753,468 | 1,621,460 |
Total operating costs and expenses | 1,744,663 | 1,571,660 | 3,295,123 | 3,128,083 |
Operating loss | (1,204,291) | (1,060,697) | (2,203,394) | (2,106,641) |
Other (expense) income: | ||||
Interest expense, net | (1,983,112) | (1,010,236) | (3,509,744) | (1,845,380) |
Other expense | (80) | (1,039) | (912) | |
Impairment loss on investment | (6,069) | |||
Incentive warrants for warrant exercises | (186,802) | (186,802) | ||
Change in fair value of derivative liabilities | 2,790,525 | 3,032,762 | (271,227) | (1,035,628) |
Total other income (expense) | 620,531 | 2,022,526 | (3,974,881) | (2,881,920) |
Net (loss) income | $ (583,760) | $ 961,829 | $ (6,178,275) | $ (4,988,561) |
Net (loss) income per share attributable to common stockholders - basic | $ (0.54) | $ 1.11 | $ (5.83) | $ (6.11) |
Net (loss) income per share attributable to common stockholders - diluted | $ (0.54) | $ (0.03) | $ (5.83) | $ (6.11) |
Weighted average common stock shares outstanding used in the basic net (loss) income per share calculation | 1,077,529 | 865,128 | 1,059,250 | 816,035 |
Weighted average common stock shares outstanding used in the diluted net (loss) income per share calculation | 1,077,529 | 2,358,754 | 1,059,250 | 816,035 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Comprehensive Income (Loss) | ||||
Net income (loss) | $ (583,760) | $ 961,829 | $ (6,178,275) | $ (4,988,561) |
Other comprehensive loss | ||||
Unrealized income (loss) on marketable securities | 6,190 | (73,041) | 6,190 | (212,739) |
Comprehensive income (loss) | $ (577,570) | $ 888,788 | $ (6,172,085) | $ (5,201,300) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,178,275) | $ (4,988,561) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for debt extension | 10,000 | |
Depreciation and amortization | 4,716 | 12,325 |
Accretion of interest and amortization of debt discount | 2,922,265 | 1,831,289 |
Issuance of incentive warrants | 6,329,549 | |
Gain on forgiveness of debt | (50,000) | |
Gain on settlement of debt | (5,044) | |
Stock-based compensation expense | 179,511 | 192,311 |
Amortization of third party fees paid in common stock and warrants | 312,200 | |
Warrants issued for service | 15,558 | |
Shares issued for service | 15,000 | |
Impairment loss on investment | 6,069 | |
Change in fair value of derivative liabilities | 271,227 | 1,035,628 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (282,728) | (397,852) |
Inventories | (226,204) | 35,989 |
Prepaid expenses and other assets | 82,193 | 68,966 |
Accounts payable | 338,838 | (51,526) |
Accrued employee compensation | 310,615 | 20,771 |
Deferred revenue and other accrued expenses | 4,715 | 65,448 |
Net cash used in operating activities | (2,389,698) | (1,868,056) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property plant and equipment | (16,617) | (245) |
Net cash used in investing activities | (16,617) | (245) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from related party convertible debt | 96,667 | |
Net proceeds from revolving note payable | 1,660,000 | |
Net proceeds from warrant exercises | 140,215 | |
Net proceeds from convertible debt | 1,417,382 | |
Payments on convertible debt | (840,541) | |
Net proceeds from non-convertible debt | 1,987,752 | 623,311 |
Payments on non-convertible debt | (478,141) | (314,210) |
Net cash provided by financing activities | 2,469,285 | 1,823,150 |
NET DECREASE IN CASH | 62,970 | (45,151) |
CASH AT BEGINNING OF YEAR | 138,363 | 116,783 |
CASH AT END OF PERIOD | 201,333 | 71,632 |
SUPPLEMENTAL INFORMATION | ||
Interest paid in cash | 173,243 | 1,154 |
NON CASH TRANSACTIONS: | ||
Discount due to warrants issued with debt | 554,998 | |
Unrealized gain from available-for-sale equity securities | 6,190 | (212,739) |
Derivative liability released upon warrant exercise | 49,327 | |
Debt discount from derivative liability | 1,304,049 | |
Cashless exercise of warrants | 11,100 | |
Conversion of preferred stock into common stock | 63,459 | |
Convertible debt exchanged for common stock | 117,837 | |
Convertible debt held in escrow | 166,882 | |
Common stock issued with debt | 297,252 | 10,952 |
Discount due to beneficial conversion feature | 7,962 | |
Discount due to warrants issued with debt | 39,755 | |
Discount from one-time interest | $ 175,000 |
Business Overview, Liquidity an
Business Overview, Liquidity and Management Plans | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview, Liquidity and Management Plans | 1) Business Overview, Liquidity and Management Plans 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 the first half of 2017 or in fiscal year 2016. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017, 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 6 and 7, we received $3,787,967 in net proceeds from loans and warrant exercises in the first half of 2017. 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 six months ended June 30, 2017 we received $3,787,967 in net proceeds from warrant exercises, 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. |
Interim Financial Reporting
Interim Financial Reporting | 6 Months Ended |
Jun. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Reporting | 3) Interim Financial Reporting The accompanying unaudited consolidated balance sheet as of December 31, 2016, which was derived from audited financial statements, and the unaudited interim consolidated financial statements of Pressure BioSciences, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all material adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended December 31, 2016 as filed with the Securities and Exchange Commission on March 22, 2017. On June 5, 2017, we effected a 1-for-30 reverse stock split of our common stock. All common shares, stock options, and per share information presented in the consolidated financial statements have been adjusted to reflect the reverse stock split on a retroactive basis for all periods presented. In lieu of issuing fractional shares, stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the reverse stock split ratio were automatically entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share. There was no change in the par value of the Company’s common stock. The ratio by which shares of preferred stock are convertible into shares of common stock were adjusted to reflect the effects of the reverse stock split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 4) Summary of Significant Accounting Policies 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 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 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 and warrant derivative liability. 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. 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, large pharmaceutical and biotechnology companies, and academic laboratories. The following table illustrates the level of concentration as a percentage of total revenues during the three months and six months ended June 30, 2017 and 2016. For the Three Months Ended June 30, 2017 2016 Top Five Customers 60 % 68 % Federal Agencies 11 % 8 % For the Six Months Ended June 30, 2017 2016 Top Five Customers 42 % 40 % Federal Agencies 8 % 10 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of June 30, 2017 and December 31, 2016: June 30, 2017 December, 31, 2016 Top Five Customers 66 % 82 % Federal Agencies 0 % 1 % Product Supply CBM Industries (Taunton, MA) has recently become the manufacturer of the Barocycler® 2320EXT. CBM is ISO 13485:2003 and 9001:2008 Certified. CBM provides us with precision manufacturing services that include management support services to meet our specific application and operational requirements. Among the services provided by CBM to us are: ● CNC Machining ● Contract Assembly & Kitting ● Component and Subassembly Design ● Inventory Management ● ISO certification At this time, we believe that outsourcing the manufacturing of our new Barocycler® 2320EXT to CBM is the most cost-effective method for us to obtain ISO Certified, CE and CSA Marked instruments. CBM’s close proximity to our South Easton, MA facility is a significant asset enabling interactions between our Engineering, R&D, and Manufacturing groups and their counterparts at CBM. CBM was instrumental in helping PBI achieve CE Marking on our Barocycler 2320EXT, as announced on February 2, 2017. Although we currently manufacture and assemble the Barozyme HT48, Barocycler® HUB440, the SHREDDER SG3, and most of our consumables at our South Easton, MA facility, we plan to take advantage of the established relationship with CBM and transfer manufacturing of the entire Barocycler® product line, future instruments, and other products to CBM. The Barocycler® NEP3229, launched in 2008, and manufactured by the BIT Group, will be phased out over the next several years and replaced by the new state-of-the-art Barocycler® HUB and Barozyme HT product lines. Investment in Available-For-Sale Equity Securities As of June 30, 2017, we held 601,500 shares of common stock of Everest Investments Holdings S.A. (“Everest”), a Polish publicly traded company listed on the Warsaw Stock Exchange. We account for this investment in accordance with ASC 320 “Investments — Debt and Equity Securities” 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, 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 to our net loss. The following table illustrates our computation of loss per share for the three months and six months ended June 30, 2017 and 2016: For the Three Months Ended For the Six Months Ended June 30, June 30, 2017 2016 2017 2016 Numerator: Net loss $ (583,760 ) $ 961,829 $ (6,178,275 ) $ (4,988,561 ) Accretion of interest and amortization of debt discount - 991,286 - - Change in fair value of derivative liabilities - (2,016,593 ) - - Net loss applicable to common shareholders $ (583,760 ) $ (63,478 ) $ (6,178,275 ) $ (4,988,561 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 1,077,529 865,128 1,059,250 816,035 Net effect of dilutive common stock equivalents - 1,493,626 - - Weighted average shares outstanding - diluted 1,077,529 2,358,754 1,059,250 816,035 Income (loss) per common share - basic $ (0.54 ) $ 1.11 $ (5.83 ) $ (6.11 ) Income (loss) per common share - diluted $ (0.54 ) $ (0.03 ) $ (5.83 ) $ (6.11 ) 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 to our net loss. The Series D Convertible Preferred Stock, Series G Convertible Preferred Stock, Series H and H2 Convertible Preferred Stock, Series J Convertible Preferred Stock and Series K Convertible Preferred Stock are presented below as if they were converted into common shares according to the conversion terms. As of June 30, 2017 2016 Stock options 250,109 179,508 Convertible debt 827,560 844,795 Common stock warrants 890,047 880,111 Convertible preferred stock: Series D Convertible Preferred Stock 25,000 25,000 Series G Convertible Preferred Stock 28,857 28,857 Series H Convertible Preferred Stock 33,334 33,334 Series H2 Convertible Preferred Stock 70,000 70,000 Series J Convertible Preferred Stock 117,367 118,200 Series K Convertible Preferred Stock 227,200 227,200 2,469,474 2,407,005 Accounting for Stock-Based Compensation Expense 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 stock-based 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. Determining Fair Value of Stock Option Grants Valuation and Amortization Method - The fair value of each option award is estimated on the date of grant using the Black-Scholes pricing model based on certain assumptions. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period. Expected Term - The Company uses the simplified calculation of expected life, as the Company does not currently have sufficient historical exercise data on which to base an estimate of expected term. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. Expected Volatility - Expected volatility is based on the Company’s historical stock volatility data over the expected term of the award. Risk-Free Interest Rate - The Company bases the risk-free interest rate used in the Black-Scholes valuation method on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term. Forfeitures - The Company records stock-based compensation expense only for those awards that are expected to vest. The Company estimated a forfeiture rate of 5% for awards granted based on historical experience and future expectations of options vesting. The Company used this historical rate as our assumption in calculating future stock-based compensation expense. The Company recognized stock-based compensation expense of $104,982 and $90,849 for the three months ended June 30, 2017 and 2016, respectively. The Company recognized stock-based compensation expense of $179,511 and $192,311 for the six months ended June 30, 2017 and 2016, respectively. The following table summarizes the effect of this stock-based compensation expense within each of the line items of our costs and expenses within our Consolidated Statements of Operations: For the Three Months Ended For the Six Months Ended June 30, June 30, 2017 2016 2017 2016 Research and development $ 22,949 $ 15,650 $ 38,918 $ 36,031 Selling and marketing 13,447 9,803 24,334 22,493 General and administrative 68,586 65,396 116,259 133,787 Total stock-based compensation expense $ 104,982 $ 90,849 $ 179,511 $ 192,311 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. Long-term liabilities are primarily related to convertible debentures and deferred revenue with carrying values that approximate fair value. Fair Value Measurements The Company follows the guidance of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures 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 the Company to develop its own assumptions. A slight change in an unobservable input like volatility could have a significant impact on the fair value measurement of the derivative liability. 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 classified within Level 1 and its financial liabilities are currently classified within Level 3 in the fair value hierarchy. The development of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2017: Fair value measurements at June 30, 2017 using: June 30, 2017 Quoted prices in active markets (Level 1) Significant (Level 2) Significant (Level 3) Available-For-Sale Equity Securities 25,986 25,986 - - Total Financial Assets $ 25,986 $ 25,986 $ - $ - June 30, 2017 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrants Issued with Convertible Debt $ 1,950,681 - - $ 1,950,681 Conversion Option Derivative Liabilities 907,386 - - 907,386 Total Derivatives $ 2,858,067 $ - $ - $ 2,858,067 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 for the six months ended June 30, 2017: December 31, 2016 Issuance fair value Change in fair value Settlement June 30, 2017 Series D Preferred Stock Purchase Warrants $ 23,313 $ - $ 26,014 $ (49,327 ) $ - Warrants Issued with Convertible Debt 1,661,795 - 288,886 - 1,950,681 Conversion Option Derivative Liabilities 951,059 - (43,673 ) - 907,386 Total Derivatives $ 2,636,167 $ - $ 271,227 $ (49,327 ) $ 2,858,067 The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2016: 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 The assumptions for the binomial pricing model are represented in the table below for the warrants issued with the Convertible Debt throughout the period reflected on a per share common stock equivalent basis. Assumptions At Issuance Fair value Warrants revalued at December 31, 2016 Warrants revalued at June 30, 2017 Expected life (in months) 60.0 43.0-51.0 36.0-45.0 Expected volatility 118.3-120.1 % 110.0-116.0 % 104.1-108.5 % Risk-free interest rate 1.48-1.69 % 1.93 % 1.50 % Exercise price $ 12.00 $ 12.00 $ 12.00 Fair value per warrant $ 5.70-$6.30 $ 3.60-4.20 $ 4.16-4.77 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, 2016 Conversion options revalued at June 30, 2017 Expected life (in months) 6.0-24.0 0-18.0 6.0-15.0 1.0-9.0 Expected volatility 104.2-153.8 % 86.9%-142.2 % 84.4-94.8 % 88.2-104.3 % Risk-free interest rate 0.05-0.99 % 0.01-0.72 % 0.62-0.85 % 0.84-1.24 % Exercise price $ 3.00-$10.50 $ 3.00-$7.50 $ 8.40 $ 8.40 Fair value per conversion option $ 2.70-$8.40 $ 2.10-$7.80 $ 0.90-$1.80 $ 0.28-$2.14 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5) Commitments and Contingencies Operating Leases Our corporate offices are 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. We expanded our space to include the first floor starting May 1, 2017 with an increase in monthly rent of $2,150. On November 1, 2014 we signed a lease for lab space in Medford, MA. The lease expires December 30, 2017 and requires monthly payments of $5,385 subject to annual cost of living increases. Rental costs are expensed as incurred. During the six months ended June 30, 2017 and 2016 we incurred $69,092 and $70,567 in rent expense, respectively for the use of our corporate office and research and development facilities. Government Grants We have received a $1.05 million NIH SBIR Phase II Grant. Under the grant, the NIH has committed to pay the Company to develop a high-throughput, high pressure-based DNA Shearing System for Next Generation Sequencing and other genomic applications. |
Convertible Debt and Other Debt
Convertible Debt and Other Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Debt and Other Debt | 6) Convertible Debt and Other Debt 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 $8.40 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. Warrants The Company issued warrants exercisable into a total of 376,757 shares of our common stock. The Warrants issued in this transaction are immediately exercisable at an exercise price of $12.00 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. Security Agreement 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 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 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 $6,577,660 of the debt discount to interest expense through the second quarter of 2017. 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. The specific terms of the convertible debts and outstanding balances as of June 30, 2017 are listed in the table below. 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 177,882 177,882 17,788 1 10 % 2 2,436 175,446 June 15, 2016 6 months 40,000 - - 12 % - 3,680 June 17, 2016 6 months 40,000 - - 12 % - 3,899 June 22, 2016 6 months 35,000 - - 12 % - 3,373 July 6, 2016 6 months 85,000 - - 12 % - 15,048 July 29, 2016 6 months 100,000 - - 12 % - 25,518 September 15, 2016 8 months 500,000 - 85,541 9 % - 65,972 April 3, 2017 8 months 50,000 - - 10 % - - $ 7,179,549 $ 6,329,549 $ 718,496 $ 1,158,408 $ 6,040,469 1 The original issue discount is reflected in the first year. 2 The annual interest starts accruing in the second year. The closings above included a total of approximately $291,000 convertible debentures purchased by related parties who were members of the Company’s Board of Directors and management and their family members. At any time after six months from the Inception Date, the Company has the right to prepay the above Debentures in cash for 120% of the principal amount outstanding and any accrued interest. In January 2017, we executed an amendment to the July 6, 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 1,667 shares of restricted common stock and pay the investor $10,000 for each 30-day extension. The shares issued for the extension were valued at $10,000 and recorded as interest expense. 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. The Investor had the right, at any time, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock at the conversion price of $13.50. On February 28, 2017, the note was paid in full. On April 3, 2017, we signed a six-month agreement with an investor relations firm. The agreement includes a cash payment of $10,000 plus a convertible 8-month note for $50,000 with the following significant terms: (i) convertible at $12.00/share, (ii) bears 10% annual interest, (iii) a 20% pre-payment penalty if the Company wants to pre-pay the Note, and (iv) a default rate of 18%. We terminated the agreement on June 7, 2017 and the investor relations firm agreed to forgive the loan resulting in a gain of $50,000. Revolving Note Payable On October 28, 2016, an accredited investor (the “ Investor Revolving Note Maturity Date The Revolving Note was amended on May 2, 2017 to increase the aggregate principal amount to $3,000,000, to issue 16,667 shares of our Common Stock to the Investor, to decrease the exercise price per share of the warrants to the lower of (i) $12.00 or (ii) the per share purchase price of the shares of our Common Stock sold in the Qualified Offering, and to change the references in the Revolving Note from “the six (6) month anniversary of October 28, 2016” to “July 25, 2017.” The fair value of the 16,667 shares issued was accounted for as a note discount and are amortized to interest expense over the life of the loan. We evaluated the accounting impact of the Revolving Note amendment and deemed that the amendment did not have a material impact on our consolidated financial statements. In the event that a Qualified Offering occurs on or prior to July 25, 2017, 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 on or prior to July 25, 2017, 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 $256,500, the one-time interest of $300,000 and the fair value of the 250,000 warrants issued to the Investor amounting to $1,034,729 were recorded as debt discounts and amortized over the term of the revolving note. The unamortized debt discounts as of June 30, 2017 related to the Revolving Note amounted to $909,017. The following table provides a summary of the changes in convertible debt and revolving note payable, net of unamortized discount, during 2017: 2017 Balance at January 1, $ 5,273,937 Issuance of convertible debt, face value 1,800,000 Forgiveness of Debt (50,000 ) Deferred financing cost (140,000 ) Debt discount related to one-time interest charge (175,000 ) Debt discount from incentive shares to increase the Revolving Note aggregate principal limit (150,000 ) Debt discount from shares and warrants issued with the notes (554,998 ) Payments (840,541 ) Accretion of interest and amortization of debt discount to interest expense through June 30, 2,753,405 Balance at June 30, 7,916,803 Less: current portion 7,916,803 Convertible debt, long-term portion $ - Other Notes 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 is no longer outstanding as of June 30, 2017. 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. As of June 30, 2017, 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. As of June 30, 2017, the outstanding balance on this note was zero. 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. The loan was no longer outstanding as of June 30, 2017. On February 15, 2017, we received six-month, non-convertible loans in the aggregate of $220,000 from two accredited investors. We agreed to issue each investor 5,667 shares of restricted common stock. The loans earn no interest but carry a 10% original issue fee. We recorded the fair value of the shares amounting to $43,616 as debt discounts that will be amortized to interest expense during the term of the loans. The loans still remain outstanding as of June 30, 2017 with an aggregate balance of $220,000. We amortized $15,551 of debt discounts in the three months ended June 30, 2017. The unamortized debt discounts as of June 30, 2017 were $15,904. On March 2, 2017, we signed a Merchant Agreement with a lender. Under the agreement we received a loan of $75,750. The Company paid no fees in connection with this loan. The loan was no longer outstanding as of June 30, 2017. 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 8,333 shares of restricted common stock. We recorded the fair value of the shares amounting to $51,748 as a debt discount that will be amortized to interest expense during the term of the loan. The loan still remains outstanding as of June 30, 2017 with a balance of $250,000. We amortized $7,248 of the debt discount in the three months ended June 30, 2017. The unamortized debt discount as of June 30, 2017 was $30,699. 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 5,667 shares of restricted common stock. We recorded the fair value of the shares amounting to $35,079 as a debt discount that will be amortized to interest expense during the term of the loan. The loan still remains outstanding as of June 30, 2017 with a balance of $170,000. We amortized $2,893 of the debt discount in the three months ended June 30, 2017. The unamortized debt discount as of June 30, 2017 was $22,857. On April 19, 2017, we received a 7-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 agreed to issue 833 shares at closing. Until the loan is repaid, we will, over the next one hundred eighty (180) days, issue 2,500 shares to the Investor every sixty (60) days for a total issuance of 8,333 shares. We recorded the fair value of the shares amounting to $16,809 as a debt discount that will be amortized to interest expense during the term of the loan. The loan remains outstanding and we have issued 3,333 shares including the closing shares since inception of the loan. The unamortized debt discount as of June 30, 2017 was $33,169. On May 19, 2017, we received a 45-day non-convertible loan of $630,000 from a private investor. The loan provides guaranteed interest of $63,000 and has an origination fee of $32,000. We paid a broker $31,500 in connection with this loan. We used these proceeds to pay off in full our September 2016 loan of $589,189. The unamortized debt discount as of June 30, 2017 was $2,100. The loan remains outstanding and accrues interest at a 20% annual rate from the maturity date. On June 6, 2017, we signed a Merchant Agreement with a lender. Under the agreement we received a loan of $250,000. The Company paid $6,250 in fees in connection with this loan. Under the agreement, $119,021 was used to pay off three prior loans. The unamortized debt discount as of June 30, 2017 was $5,486. The loan still remains outstanding as of June 30, 2017 with a balance of approximately $220,000 On June 21, 2017, we signed a Merchant Agreement with a lender. Under the agreement we received a loan of $150,000. The Company paid $1,498 in fees in connection with this loan. The unamortized debt discount as of June 30, 2017 was $1,423. The loan still remains outstanding as of June 30, 2017 with a balance of approximately $140,000. The total amortized expense for non-convertible debt during the six months period ended June 30, 2017 was $168,860. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | 7) 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 June 30, 2017, there were no shares of Junior A, and Series A, B, C and E issued and outstanding. See our Annual Report on Form 10-K for the year ended December 31, 2016 for the pertinent disclosures of preferred stock. Stock Options and Warrants Our stockholders approved our amended 2005 Equity Incentive Plan (the “Plan”) pursuant to which an aggregate of 1,800,000 shares of our common stock were reserved for issuance upon exercise of stock options or other equity awards made under the Plan. Under the Plan, we may award stock options, shares of common stock, and other equity interests in the Company to employees, officers, directors, consultants, and advisors, and to any other persons the Board of Directors deems appropriate. As of June 30, 2017, options to acquire 35,608 shares were outstanding under the Plan. On December 12, 2013 at the Company’s special meeting the shareholders approved the 2013 Equity Incentive Plan (the “2013 Plan”) pursuant to which 3,000,000 shares of our common stock were reserved for issuance upon exercise of stock options or other equity awards. Under the 2013 Plan, we may award stock options, shares of common stock, and other equity interests in the Company to employees, officers, directors, consultants, and advisors, and to any other persons the Board of Directors deems appropriate. As of June 30, 2017, options to acquire 84,564 shares were outstanding under the Plan with 2,915,436 shares available for future grants under the 2013 Plan. On November 29, 2015 the Company’s Board of Directors adopted the 2015 Nonqualified Stock Option Plan (the “2015 Plan”) pursuant to which 5,000,000 shares of our common stock were reserved for issuance upon exercise of non-qualified stock options. Under the 2015 Plan, we may award non-qualified stock options in the Company to employees, officers, directors, consultants, and advisors, and to any other persons the Board of Directors deems appropriate. As of June 30, 2017, non-qualified options to acquire 129,937 shares were outstanding under the Plan with 4,870,063 shares available for future grants under the 2015 Plan. All of the outstanding non-qualified options had an exercise price that was at or above the Company’s common stock share price at time of issuance. The following tables summarize information concerning options and warrants outstanding and exercisable: Stock Options Warrants Weighted Weighted Average Average Total Shares Price per share Shares Price per share Shares Exercisable Balance outstanding, 12/31/16 175,642 $ 12.60 881,990 $ 12.00 1,057,632 991,032 Granted 87,198 8.40 188,944 11.10 276,142 Exercised — (19,889 ) 7.50 (19,889 ) Expired (2,868 ) 30.00 (160,998 ) 11.10 (163,866 ) Forfeited (9,863 ) 10.12 — — (9,863 ) Balance outstanding, 6/30/2017 250,109 $ 10.95 890,047 $ 12.00 1,140,156 1,031,492 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 $9.00 - $11.99 135,663 8.8 $ 8.62 58,200 7.7 $ 8.89 12.00 – 14.99 88,705 8.2 12.00 57,504 8.1 12.00 15.00 – 17.99 7,547 5.1 15.00 7,547 5.1 15.00 18.00 – 20.99 10,350 2.6 18.00 12,854 2.6 18.00 21.00 – 30.00 7,844 3.0 30.00 5,340 3.0 30.00 $9.00 - $30.00 250,109 8.0 $ 10.95 141,445 7.1 $ 12.11 As of June 30, 2017, the total estimated fair value of unvested stock options to be amortized over their remaining vesting period was $593,019. The non-cash, stock-based compensation expense associated with the vesting of these options is expected to be $191,466 remaining in 2017, $272,539 in 2018, $106,477 in 2019 and $22,537 in 2020. The fair value of options granted in 2017 was $487,914. The aggregate intrinsic value associated with the options outstanding and exercisable as of June 30, 2017 was zero. The aggregate intrinsic value associated with the warrants outstanding and exercisable as of June 30, 2017 was zero. In January 2017, we issued warrants to purchase 3,334 shares of restricted common stock with a fair value of $15,558 to an investor relations firm for services performed. Common Stock Issuances On various dates from January to March 2017, the Company issued 27,000 shares of restricted common stock to investors as compensation for loans provided to us. We issued 1,667 shares of restricted common stock with a fair value of $15,000 to an investor relations firm. On April 19, 2017, we received a 7-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 agreed to issue 833 shares at closing. Until the loan is repaid, we will, over the next one hundred eighty (180) days, issue 2,500 shares to the Investor every sixty (60) days for a total issuance of 8,333 shares. The loan remains outstanding and we have issued 3,333 shares including the closing shares since inception of the loan. The Revolving Note was amended on May 2, 2017 to increase the aggregate principal amount to $3,000,000. In exchange for this increase, we agreed to issue 16,667 shares of our Common Stock to the Investor, to decrease the exercise price per share of the warrants to the lower of (i) $12.00 or (ii) the per share purchase price of the shares of our Common Stock sold in a qualified offering, and to change the trigger date in the Revolving Note from the six month anniversary of October 28, 2016 to July 25, 2017. On May 10, 2017, we received $149,164 from the exercise of 19,889 stock purchase warrants from the Series D registered direct offering on November 10, 2011. We paid $8,949 to a broker in connection with the warrant exercises. In consideration for the warrant exercises, we issued to the investors warrants to purchase 39,778 shares of our Common Stock at an exercise price per share equal to $8.40 per share. The warrants expire on the third year anniversary date. We determined the fair value of $186,802 for these warrants and recorded the value as other expenses. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8) Subsequent Events On July 17, 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. On August 1, 2017, we received a 6-month non-convertible loan of $75,000 from a privately-held investment firm. The Company paid total fees of $18,750 including original issue discount, interest, and other costs related to this loan. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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 | 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 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 and warrant derivative liability. 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. |
Concentrations Credit Risk | 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, large pharmaceutical and biotechnology companies, and academic laboratories. The following table illustrates the level of concentration as a percentage of total revenues during the three months and six months ended June 30, 2017 and 2016. For the Three Months Ended June 30, 2017 2016 Top Five Customers 60 % 68 % Federal Agencies 11 % 8 % For the Six Months Ended June 30, 2017 2016 Top Five Customers 42 % 40 % Federal Agencies 8 % 10 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of June 30, 2017 and December 31, 2016: June 30, 2017 December, 31, 2016 Top Five Customers 66 % 82 % Federal Agencies 0 % 1 % |
Product Supply | Product Supply CBM Industries (Taunton, MA) has recently become the manufacturer of the Barocycler® 2320EXT. CBM is ISO 13485:2003 and 9001:2008 Certified. CBM provides us with precision manufacturing services that include management support services to meet our specific application and operational requirements. Among the services provided by CBM to us are: ● CNC Machining ● Contract Assembly & Kitting ● Component and Subassembly Design ● Inventory Management ● ISO certification At this time, we believe that outsourcing the manufacturing of our new Barocycler® 2320EXT to CBM is the most cost-effective method for us to obtain ISO Certified, CE and CSA Marked instruments. CBM’s close proximity to our South Easton, MA facility is a significant asset enabling interactions between our Engineering, R&D, and Manufacturing groups and their counterparts at CBM. CBM was instrumental in helping PBI achieve CE Marking on our Barocycler 2320EXT, as announced on February 2, 2017. Although we currently manufacture and assemble the Barozyme HT48, Barocycler® HUB440, the SHREDDER SG3, and most of our consumables at our South Easton, MA facility, we plan to take advantage of the established relationship with CBM and transfer manufacturing of the entire Barocycler® product line, future instruments, and other products to CBM. The Barocycler® NEP3229, launched in 2008, and manufactured by the BIT Group, will be phased out over the next several years and replaced by the new state-of-the-art Barocycler® HUB and Barozyme HT product lines. |
Investment in Available-For-Sale Equity Securities | Investment in Available-For-Sale Equity Securities As of June 30, 2017, we held 601,500 shares of common stock of Everest Investments Holdings S.A. (“Everest”), a Polish publicly traded company listed on the Warsaw Stock Exchange. We account for this investment in accordance with ASC 320 “Investments — Debt and Equity Securities” |
Computation of Loss per Share | 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, 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 to our net loss. The following table illustrates our computation of loss per share for the three months and six months ended June 30, 2017 and 2016: For the Three Months Ended For the Six Months Ended June 30, June 30, 2017 2016 2017 2016 Numerator: Net loss $ (583,760 ) $ 961,829 $ (6,178,275 ) $ (4,988,561 ) Accretion of interest and amortization of debt discount - 991,286 - - Change in fair value of derivative liabilities - (2,016,593 ) - - Preferred dividends accrued - - - Net loss applicable to common shareholders $ (583,760 ) $ (763,478 ) $ (6,178,275 ) $ (4,988,561 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 1,077,529 865,128 1,059,250 816,035 Net effect of dilutive common stock equivalents - 1,493,626 - - Weighted average shares outstanding - diluted 1,077,529 2,358,754 1,059,250 816,035 Income (loss) per common share - basic $ (0.54 ) $ 1.11 $ (5.83 ) $ (6.11 ) Income (loss) per common share - diluted $ (0.54 ) $ (0.32 ) $ (5.83 ) $ (6.11 ) 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 to our net loss. The Series D Convertible Preferred Stock, Series G Convertible Preferred Stock, Series H Convertible Preferred Stock, Series J Convertible Preferred Stock and Series K Convertible Preferred Stock are presented below as if they were converted into common shares according to the conversion terms. As of June 30, 2017 2016 Stock options 250,109 179,508 Convertible debt 827,560 844,795 Common stock warrants 890,047 880,111 Convertible preferred stock: Series D Convertible Preferred Stock 25,000 25,000 Series G Convertible Preferred Stock 28,857 28,857 Series H Convertible Preferred Stock 33,334 33,333 Series H2 Convertible Preferred Stock 70,000 70,000 Series J Convertible Preferred Stock 117,367 118,200 Series K Convertible Preferred Stock 227,200 227,200 2,469,474 2,407,004 |
Accounting for Stock-Based Compensation | Accounting for Stock-Based Compensation Expense 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 stock-based 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. Determining Fair Value of Stock Option Grants Valuation and Amortization Method - The fair value of each option award is estimated on the date of grant using the Black-Scholes pricing model based on certain assumptions. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period. Expected Term - The Company uses the simplified calculation of expected life, as the Company does not currently have sufficient historical exercise data on which to base an estimate of expected term. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. Expected Volatility - Expected volatility is based on the Company’s historical stock volatility data over the expected term of the award. Risk-Free Interest Rate - The Company bases the risk-free interest rate used in the Black-Scholes valuation method on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term. Forfeitures - The Company records stock-based compensation expense only for those awards that are expected to vest. The Company estimated a forfeiture rate of 5% for awards granted based on historical experience and future expectations of options vesting. The Company used this historical rate as our assumption in calculating future stock-based compensation expense. The Company recognized stock-based compensation expense of $104,982 and $90,849 for the three months ended June 30, 2017 and 2016, respectively. The Company recognized stock-based compensation expense of $179,511 and $192,311 for the six months ended June 30, 2017 and 2016, respectively. The following table summarizes the effect of this stock-based compensation expense within each of the line items of our costs and expenses within our Consolidated Statements of Operations: For the Three Months Ended For the Six Months Ended June 30, June 30, 2017 2016 2017 2016 Research and development $ 22,949 $ 15,650 $ 38,918 $ 36,031 Selling and marketing 13,447 9,803 24,334 22,493 General and administrative 68,586 65,396 116,259 133,787 Total stock-based compensation expense $ 104,982 $ 90,849 $ 179,511 $ 192,311 |
Fair Value of Financial Instruments | 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. Long-term liabilities are primarily related to convertible debentures and deferred revenue with carrying values that approximate fair value. |
Fair Value Measurements | Fair Value Measurements The Company follows the guidance of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures 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 the Company to develop its own assumptions. A slight change in an unobservable input like volatility could have a significant impact on the fair value measurement of the derivative liability. 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 classified within Level 1 and its financial liabilities are currently classified within Level 3 in the fair value hierarchy. The development of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2017: Fair value measurements at June 30, 2017 using: June 30, 2017 Quoted prices in active markets (Level 1) Significant (Level 2) Significant (Level 3) Available-For-Sale Equity Securities 25,986 25,986 - - Total Financial Assets $ 25,986 $ 25,986 $ - $ - June 30, 2017 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrants Issued with Convertible Debt $ 1,950,681 - - $ 1,950,681 Conversion Option Derivative Liabilities 907,386 - - 907,386 Total Derivatives $ 2,858,067 $ - $ - $ 2,858,067 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 for the six months ended June 30, 2017: December 31, 2016 Issuance fair value Change in fair value Settlement June 30, 2017 Series D Preferred Stock Purchase Warrants $ 23,313 $ - $ 26,014 $ (49,327 ) $ $ - Warrants Issued with Convertible Debt 1,661,795 - 288,886 1,950,681 Conversion Option Derivative Liabilities 951,059 - (43,673 ) 907,386 Total Derivatives $ 2,636,167 $ - $ 271,227 $ (49,327 ) $ ) $ 2,858,067 The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2016: 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 The assumptions for the binomial pricing model are represented in the table below for the warrants issued with the Convertible Debt throughout the period reflected on a per share common stock equivalent basis. Assumptions At Issuance Fair value Warrants revalued at December 31, 2016 Warrants revalued at June 30, 2017 Expected life (in months) 60.0 43.0-51.0 36.0-45.0 Expected volatility 118.3-120.1 % 110.0-116.0 % 104.1-108.5 % Risk-free interest rate 1.48-1.69 % 1.93 % 1.50 % Exercise price $ 12.00 $ 12.00 $ 12.00 Fair value per warrant $ 5.70-$6.30 $ 3.60-4.20 $ 4.16-4.77 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, 2016 Conversion options revalued at June 30, 2017 Expected life (in months) 6.0-24.0 0-18.0 6.0-15.0 1.0-9.0 Expected volatility 104.2-153.8 % 86.9%-142.2 % 84.4-94.8 % 88.2-104.3 % Risk-free interest rate 0.05-0.99 % 0.01-0.72 % 0.62-0.85 % 0.84-1.24 % Exercise price $ 3.00-$10.50 $ 3.00-$7.50 $ 8.40 $ 8.40 Fair value per conversion option $ 2.70-$8.40 $ 2.10-$7.80 $ 0.90-$1.80 $ 0.28-$2.14 |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Customer Concentration Risk Percentage | The following table illustrates the level of concentration as a percentage of total revenues during the three months and six months ended June 30, 2017 and 2016. For the Three Months Ended June 30, 2017 2016 Top Five Customers 60 % 68 % Federal Agencies 11 % 8 % For the Six Months Ended June 30, 2017 2016 Top Five Customers 42 % 40 % Federal Agencies 8 % 10 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of June 30, 2017 and December 31, 2016: June 30, 2017 December, 31, 2016 Top Five Customers 66 % 82 % Federal Agencies 0 % 1 % |
Summary of Computation of Loss per Share | The following table illustrates our computation of loss per share for the three months and six months ended June 30, 2017 and 2016: For the Three Months Ended For the Six Months Ended June 30, June 30, 2017 2016 2017 2016 Numerator: Net loss $ (583,760 ) $ 961,829 $ (6,178,275 ) $ (4,988,561 ) Accretion of interest and amortization of debt discount - 991,286 - - Change in fair value of derivative liabilities - (2,016,593 ) - - Net loss applicable to common shareholders $ (583,760 ) $ (63,478 ) $ (6,178,275 ) $ (4,988,561 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 1,077,529 865,128 1,059,250 816,035 Net effect of dilutive common stock equivalents - 1,493,626 - - Weighted average shares outstanding - diluted 1,077,529 2,358,754 1,059,250 816,035 Income (loss) per common share - basic $ (0.54 ) $ 1.11 $ (5.83 ) $ (6.11 ) Income (loss) per common share - diluted $ (0.54 ) $ (0.03 ) $ (5.83 ) $ (6.11 ) |
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 to our net loss. The Series D Convertible Preferred Stock, Series G Convertible Preferred Stock, Series H and H2 Convertible Preferred Stock, Series J Convertible Preferred Stock and Series K Convertible Preferred Stock are presented below as if they were converted into common shares according to the conversion terms. As of June 30, 2017 2016 Stock options 250,109 179,508 Convertible debt 827,560 844,795 Common stock warrants 890,047 880,111 Convertible preferred stock: Series D Convertible Preferred Stock 25,000 25,000 Series G Convertible Preferred Stock 28,857 28,857 Series H Convertible Preferred Stock 33,334 33,334 Series H2 Convertible Preferred Stock 70,000 70,000 Series J Convertible Preferred Stock 117,367 118,200 Series K Convertible Preferred Stock 227,200 227,200 2,469,474 2,407,005 |
Summary of Stock Based Compensation Expense | The following table summarizes the effect of this stock-based compensation expense within each of the line items of our costs and expenses within our Consolidated Statements of Operations: For the Three Months Ended For the Six Months Ended June 30, June 30, 2017 2016 2017 2016 Research and development $ 22,949 $ 15,650 $ 38,918 $ 36,031 Selling and marketing 13,447 9,803 24,334 22,493 General and administrative 68,586 65,396 116,259 133,787 Total stock-based compensation expense $ 104,982 $ 90,849 $ 179,511 $ 192,311 |
Schedule of Liabilities Measured at Fair Value on Recurring Basis | The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2017: Fair value measurements at June 30, 2017 using: June 30, 2017 Quoted prices in active markets (Level 1) Significant (Level 2) Significant (Level 3) Available-For-Sale Equity Securities 25,986 25,986 - - Total Financial Assets $ 25,986 $ 25,986 $ - $ - June 30, 2017 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrants Issued with Convertible Debt $ 1,950,681 - - $ 1,950,681 Conversion Option Derivative Liabilities 907,386 - - 907,386 Total Derivatives $ 2,858,067 $ - $ - $ 2,858,067 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 for the six months ended June 30, 2017: December 31, 2016 Issuance fair value Change in fair value Settlement June 30, 2017 Series D Preferred Stock Purchase Warrants $ 23,313 $ - $ 26,014 $ (49,327 ) $ - Warrants Issued with Convertible Debt 1,661,795 - 288,886 - 1,950,681 Conversion Option Derivative Liabilities 951,059 - (43,673 ) - 907,386 Total Derivatives $ 2,636,167 $ - $ 271,227 $ (49,327 ) $ 2,858,067 The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2016: 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 |
Schedule of Fair Value Assumptions | The assumptions for the binomial pricing model are represented in the table below for the warrants issued with the Convertible Debt throughout the period reflected on a per share common stock equivalent basis. Assumptions At Issuance Fair value Warrants revalued at December 31, 2016 Warrants revalued at June 30, 2017 Expected life (in months) 60.0 43.0-51.0 36.0-45.0 Expected volatility 118.3-120.1 % 110.0-116.0 % 104.1-108.5 % Risk-free interest rate 1.48-1.69 % 1.93 % 1.50 % Exercise price $ 12.00 $ 12.00 $ 12.00 Fair value per warrant $ 5.70-$6.30 $ 3.60-4.20 $ 4.16-4.77 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, 2016 Conversion options revalued at June 30, 2017 Expected life (in months) 6.0-24.0 0-18.0 6.0-15.0 1.0-9.0 Expected volatility 104.2-153.8 % 86.9%-142.2 % 84.4-94.8 % 88.2-104.3 % Risk-free interest rate 0.05-0.99 % 0.01-0.72 % 0.62-0.85 % 0.84-1.24 % Exercise price $ 3.00-$10.50 $ 3.00-$7.50 $ 8.40 $ 8.40 Fair value per conversion option $ 2.70-$8.40 $ 2.10-$7.80 $ 0.90-$1.80 $ 0.28-$2.14 |
Convertible Debt and Other De17
Convertible Debt and Other Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debts and Outstanding Balances | The specific terms of the convertible debts and outstanding balances as of June 30, 2017 are listed in the table below. 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 177,882 177,882 17,788 1 10 % 2 2,436 175,446 June 15, 2016 6 months 40,000 - - 12 % - 3,680 June 17, 2016 6 months 40,000 - - 12 % - 3,899 June 22, 2016 6 months 35,000 - - 12 % - 3,373 July 6, 2016 6 months 85,000 - - 12 % - 15,048 July 29, 2016 6 months 100,000 - - 12 % - 25,518 September 15, 2016 8 months 500,000 - 85,541 9 % - 65,972 April 3, 2017 8 months 50,000 - - 10 % - - $ 7,179,549 $ 6,329,549 $ 718,496 $ 1,158,408 $ 6,040,469 |
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 discount, during 2017: 2017 Balance at January 1, $ 5,273,937 Issuance of convertible debt, face value 1,800,000 Forgiveness of Debt (50,000 ) Deferred financing cost (140,000 ) Debt discount related to one-time interest charge (175,000 ) Debt discount from incentive shares to increase the Revolving Note aggregate principal limit (150,000 ) Debt discount from shares and warrants issued with the notes (554,998 ) Payments (840,541 ) Accretion of interest and amortization of debt discount to interest expense through June 30, 2,753,405 Balance at June 30, 7,916,803 Less: current portion 7,916,803 Convertible debt, long-term portion $ - |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Schedule of Concerning Options and Warrants Outstanding and Exercisable | The following tables summarize information concerning options and warrants outstanding and exercisable: Stock Options Warrants Weighted Weighted Average Average Total Shares Price per share Shares Price per share Shares Exercisable Balance outstanding, 12/31/16 175,642 $ 12.60 881,990 $ 12.00 1,057,632 991,032 Granted 87,198 8.40 188,944 11.10 276,142 Exercised — (19,889 ) 7.50 (19,889 ) Expired (2,868 ) 30.00 (160,998 ) 11.10 (163,866 ) Forfeited (9,863 ) 10.12 — — (9,863 ) Balance outstanding, 6/30/2017 250,109 $ 10.95 890,047 $ 12.00 1,140,156 1,031,492 |
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 $9.00 - $11.99 135,663 8.8 $ 8.62 58,200 7.7 $ 8.89 12.00 – 14.99 88,705 8.2 12.00 57,504 8.1 12.00 15.00 – 17.99 7,547 5.1 15.00 7,547 5.1 15.00 18.00 – 20.99 10,350 2.6 18.00 12,854 2.6 18.00 21.00 – 30.00 7,844 3.0 30.00 5,340 3.0 30.00 $9.00 - $30.00 250,109 8.0 $ 10.95 141,445 7.1 $ 12.11 |
Business Overview, Liquidity 19
Business Overview, Liquidity and Management Plans (Details Narrative) | 6 Months Ended |
Jun. 30, 2017lb | |
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) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Going Concern Details Narrative | |
Gross proceeds from loans | $ 3,787,967 |
Net proceeds from additional convertible and non-convertible debt | $ 3,787,967 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Impairment loss on investment | $ 6,069 | ||||
Accumulated other comprehensive income | $ 6,190 | 6,190 | |||
Stock-based compensation expense | 104,982 | $ 90,849 | $ 179,511 | $ 192,311 | |
Everest Investments Holdings S.A. [Member] | |||||
Sale of stock number of shares received | 601,500 | ||||
Fair value of investment | $ 25,986 | $ 25,986 | |||
Shares closing price per share | $ 0.04 | $ 0.04 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies - Summary of Customer Concentration Risk Percentage (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Top Five Customers [Member] | Revenue [Member] | |||||
Concentration as a percentage | 60.00% | 68.00% | 42.00% | 40.00% | |
Top Five Customers [Member] | Accounts Receivable [Member] | |||||
Concentration as a percentage | 66.00% | 82.00% | |||
Federal Agencies [Member] | Revenue [Member] | |||||
Concentration as a percentage | 8.00% | 11.00% | 8.00% | 10.00% | |
Federal Agencies [Member] | Accounts Receivable [Member] | |||||
Concentration as a percentage | 0.00% | 1.00% |
Summary of Significant Accoun23
Summary of Significant Accounting Policies - Summary of Computation of Loss per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Net loss | $ (583,760) | $ 961,829 | $ (6,178,275) | $ (4,988,561) |
Accretion of interest and amortization of debt discount | 991,286 | |||
Change in fair value of derivative liabilities | (2,016,593) | |||
Net loss applicable to common shareholders | $ (583,760) | $ (63,478) | $ (6,178,275) | $ (4,988,561) |
Weighted average common stock shares outstanding | 1,077,529 | 865,128 | 1,059,250 | 816,035 |
Net effect of dilutive common stock equivalents | 1,493,626 | |||
Weighted average shares outstanding - diluted | 1,077,529 | 2,358,754 | 1,059,250 | 816,035 |
Income (loss) per common share - basic | $ (0.54) | $ 1.11 | $ (5.83) | $ (6.11) |
Income (loss) per common share - diluted | $ (0.54) | $ (0.03) | $ (5.83) | $ (6.11) |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Summary of Anti-dilutive Securities Excluded from Computation of Earnings per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Total potentially dilutive shares | 1,493,626 | |||
Stock Options [Member] | ||||
Total potentially dilutive shares | 250,109 | 179,508 | ||
Convertible Debt [Member] | ||||
Total potentially dilutive shares | 827,560 | 844,795 | ||
Common Stock Warrants [Member] | ||||
Total potentially dilutive shares | 890,047 | 880,111 | ||
Series D Convertible Preferred Stock [Member] | ||||
Total potentially dilutive shares | 25,000 | 25,000 | ||
Series G Convertible Preferred Stock [Member] | ||||
Total potentially dilutive shares | 28,857 | 28,857 | ||
Series H Convertible Preferred Stock [Member] | ||||
Total potentially dilutive shares | 33,334 | 33,334 | ||
Series H2 Convertible Preferred Stock [Member] | ||||
Total potentially dilutive shares | 70,000 | 70,000 | ||
Series J Convertible Preferred Stock [Member] | ||||
Total potentially dilutive shares | 117,367 | 118,200 | ||
Series K Convertible Preferred Stock [Member] | ||||
Total potentially dilutive shares | 227,200 | 227,200 | ||
Potentially Dilutive Shares [Member] | ||||
Total potentially dilutive shares | 2,469,474 | 2,407,005 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Summary of Stock Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Total stock-based compensation expense | $ 104,982 | $ 90,849 | $ 179,511 | $ 192,311 |
Research and Development [Member] | ||||
Total stock-based compensation expense | 22,949 | 15,650 | 38,918 | 36,031 |
Selling and Marketing [Member] | ||||
Total stock-based compensation expense | 13,447 | 9,803 | 24,334 | 22,493 |
General and Administrative [Member] | ||||
Total stock-based compensation expense | $ 68,586 | $ 65,396 | $ 116,259 | $ 133,787 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Total Financial Assets | $ 25,986 | $ 25,865 |
Fair value of derivative liability | 2,858,067 | 2,636,167 |
Balance | 2,636,167 | |
Issuance fair value | ||
Change in Fair Value | 271,227 | |
Settlement | (49,327) | |
Balance | 2,858,067 | |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Total Financial Assets | 25,986 | 25,865 |
Fair value of derivative liability | 2,636,167 | |
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 | 2,858,067 | |
Available-For-Sale Equity Securities [Member] | ||
Total Financial Assets | 25,986 | 25,865 |
Balance | 59,550 | |
Available-For-Sale Equity Securities [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Total Financial Assets | 25,986 | 25,865 |
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 | ||
Warrants Issued with Convertible Debt [Member] | ||
Fair value of derivative liability | 1,950,681 | 1,661,795 |
Balance | 1,661,795 | |
Issuance fair value | ||
Change in Fair Value | 288,886 | |
Balance | 1,950,681 | |
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 | 1,950,681 | 1,661,795 |
Conversion Option Derivative Liabilities [Member] | ||
Fair value of derivative liability | 907,386 | 951,059 |
Balance | 951,059 | |
Issuance fair value | ||
Change in Fair Value | (43,673) | |
Balance | 907,386 | |
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 | 907,386 | 951,059 |
Series D Preferred Stock Purchase Warrants [Member] | ||
Fair value of derivative liability | 23,313 | |
Balance | 23,313 | |
Issuance fair value | ||
Change in Fair Value | 26,014 | |
Settlement | (49,327) | |
Balance | ||
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 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Fair Value Assumptions (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Issuance Fair Value [Member] | Minimum [Member] | ||
Expected life (in months) | 6 months | |
Expected volatility | 104.20% | |
Risk-free interest rate | 0.05% | |
Exercise price | $ 3 | |
Fair value per share | $ 2.70 | |
Issuance Fair Value [Member] | Maximum [Member] | ||
Expected life (in months) | 24 months | |
Expected volatility | 153.80% | |
Risk-free interest rate | 0.99% | |
Exercise price | $ 0.50 | |
Fair value per share | $ 8.40 | |
Issuance Fair Value [Member] | Warrants Issued with Convertible Debt [Member] | ||
Expected life (in months) | 60 months | |
Exercise price | $ 12 | |
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 | $ 5.70 | |
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 | $ 6.30 | |
Warrants Revalued at December 31, 2016 [Member] | Warrants Issued with Convertible Debt [Member] | ||
Risk-free interest rate | 1.93% | |
Exercise price | $ 12 | |
Warrants Revalued at December 31, 2016 [Member] | Warrants Issued with Convertible Debt [Member] | Minimum [Member] | ||
Expected life (in months) | 43 months | |
Expected volatility | 110.00% | |
Fair value per share | $ 3.60 | |
Warrants Revalued at December 31, 2016 [Member] | Warrants Issued with Convertible Debt [Member] | Maximum [Member] | ||
Expected life (in months) | 51 months | |
Expected volatility | 116.00% | |
Fair value per share | $ 4.20 | |
Warrants Revalued at June 30, 2017 [Member] | Warrants Issued with Convertible Debt [Member] | ||
Risk-free interest rate | 1.50% | |
Exercise price | $ 12 | |
Warrants Revalued at June 30, 2017 [Member] | Warrants Issued with Convertible Debt [Member] | Minimum [Member] | ||
Expected life (in months) | 36 months | |
Expected volatility | 104.10% | |
Fair value per share | $ 4.16 | |
Warrants Revalued at June 30, 2017 [Member] | Warrants Issued with Convertible Debt [Member] | Maximum [Member] | ||
Expected life (in months) | 45 months | |
Expected volatility | 108.50% | |
Fair value per share | $ 4.77 | |
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 | $ 3 | |
Fair value per share | $ 2.10 | |
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 | $ 7.50 | |
Fair value per share | 7.80 | |
Conversion Options Revalued at December 31, 2016 [Member] | ||
Exercise price | $ 8.40 | |
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 | $ 0.90 | |
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 | $ 1.80 | |
Conversion Options Revalued at June 30, 2017 [Member] | ||
Exercise price | $ 8.40 | |
Conversion Options Revalued at June 30, 2017 [Member] | Minimum [Member] | ||
Expected life (in months) | 1 month | |
Expected volatility | 88.20% | |
Risk-free interest rate | 0.84% | |
Fair value per share | $ 0.28 | |
Conversion Options Revalued at June 30, 2017 [Member] | Maximum [Member] | ||
Expected life (in months) | 9 months | |
Expected volatility | 104.30% | |
Risk-free interest rate | 1.24% | |
Fair value per share | $ 2.14 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 29, 2016 | Nov. 01, 2014 | Jun. 30, 2017 | Jun. 30, 2016 |
Rental expenses | $ 5,385 | $ 69,092 | $ 70,567 | |
Lease expire date | Dec. 30, 2017 | |||
Grants receivable | 1,050,000 | |||
May 1, 2017 [Member] | ||||
Rental expenses | $ 2,150 | |||
Corporate Office [Member] | ||||
Rental expenses | $ 4,800 | |||
Lease expire date | Dec. 31, 2017 |
Convertible Debt and Other De29
Convertible Debt and Other Debt (Details Narrative) - USD ($) | Jun. 21, 2017 | Jun. 06, 2017 | May 19, 2017 | Apr. 19, 2017 | Apr. 19, 2017 | Apr. 03, 2017 | Mar. 21, 2017 | Mar. 14, 2017 | Mar. 02, 2017 | Feb. 15, 2017 | Feb. 06, 2017 | Aug. 26, 2016 | Aug. 16, 2016 | Feb. 08, 2016 | Jan. 06, 2016 | Jan. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Oct. 28, 2016 |
Debt principal amount | $ 1,800,000 | $ 1,800,000 | ||||||||||||||||||||||
Debt conversion price per share | $ 13.50 | |||||||||||||||||||||||
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 | $ 6,577,660 | |||||||||||||||||||||||
Fair value of warrant | 2,847,624 | |||||||||||||||||||||||
Gross proceeds from warrants | 6,329,549 | |||||||||||||||||||||||
Number of restricted stock issued during period | 1,667 | |||||||||||||||||||||||
Number of restricted stock issued during period , value | $ 10,000 | |||||||||||||||||||||||
Interest expense | 10,000 | 1,983,112 | $ 1,010,236 | 3,509,744 | 1,845,380 | |||||||||||||||||||
Payment of debt | $ 34,000 | |||||||||||||||||||||||
Gain on settlement of debt | (5,044) | |||||||||||||||||||||||
Unamortized debt discount | $ 1,037,619 | 1,037,619 | $ 2,235,839 | |||||||||||||||||||||
Proceeds from loan | $ 3,787,967 | |||||||||||||||||||||||
Convertible Debentures [Member] | ||||||||||||||||||||||||
Prepayment of debentures, percentage | 120.00% | 120.00% | ||||||||||||||||||||||
Revolving Note [Member] | ||||||||||||||||||||||||
Fair value of warrant | $ 25,000 | |||||||||||||||||||||||
Fees and commission | 256,500 | |||||||||||||||||||||||
One-time interest amount | 300,000 | |||||||||||||||||||||||
Unamortized debt discount | $ 909,017 | 909,017 | ||||||||||||||||||||||
Revolving Note [Member] | Investor [Member] | ||||||||||||||||||||||||
Amortized of debt discount | $ 1,034,729 | |||||||||||||||||||||||
Revolving Note [Member] | Prior to July 25, 2017 [Member] | ||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | 10.00% | ||||||||||||||||||||||
Revolving Note [Member] | Prior to April 28, 2017 [Member] | ||||||||||||||||||||||||
Percentage of annual interest rates | 4.00% | 4.00% | ||||||||||||||||||||||
Revolving Note [Member] | July 28, 2017 And October 28, 2017 [Member] | ||||||||||||||||||||||||
Percentage of annual interest rates | 4.00% | 4.00% | ||||||||||||||||||||||
Non Convertible Loan [Member] | ||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||
Amortized of debt discount | $ 16,809 | $ 51,748 | $ 7,248 | $ 168,860 | ||||||||||||||||||||
Number of common stock shares issued | 3,333 | |||||||||||||||||||||||
Unamortized debt discount | 30,699 | 30,699 | ||||||||||||||||||||||
Proceeds from loan | $ 250,000 | $ 250,000 | ||||||||||||||||||||||
Original issue of discount percentage | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||
Convertible debt | $ 170,000 | $ 250,000 | ||||||||||||||||||||||
Number of shares issued | 833 | |||||||||||||||||||||||
Non Convertible Loan [Member] | Investor [Member] | ||||||||||||||||||||||||
Amortized of debt discount | $ 35,079 | 2,893 | ||||||||||||||||||||||
Number of restricted stock issued during period | 5,667 | 8,333 | ||||||||||||||||||||||
Unamortized debt discount | 22,857 | 22,857 | ||||||||||||||||||||||
Non Convertible Loan [Member] | Accredited Investor [Member] | ||||||||||||||||||||||||
Proceeds from loan | $ 170,000 | |||||||||||||||||||||||
Non Convertible Loan 1 [Member] | ||||||||||||||||||||||||
Unamortized debt discount | 33,169 | 33,169 | ||||||||||||||||||||||
Board Of Directors [Member] | Convertible Debentures [Member] | ||||||||||||||||||||||||
Convertible debentures issued to related parties | $ 291,000 | $ 291,000 | ||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||
Number of common stock shares issued | 8,333 | |||||||||||||||||||||||
Investor [Member] | Revolving Note [Member] | ||||||||||||||||||||||||
Debt conversion price per share | $ 12 | $ 12 | ||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 25,000 | |||||||||||||||||||||||
Warrant exercise price per share | $ 12 | |||||||||||||||||||||||
Fair value of convertible note | $ 2,000,000 | |||||||||||||||||||||||
Advance pursuant to revolving note | 3,000,000 | |||||||||||||||||||||||
Increase in debt principal amount | $ 3,000,000 | |||||||||||||||||||||||
Debt instrument description | the per share purchase price of the shares of our Common Stock sold in the Qualified Offering, and to change the references in the Revolving Note from the six (6) month anniversary of October 28, 2016 to July 25, 2017. | |||||||||||||||||||||||
Number of common stock shares issued | 16,667 | |||||||||||||||||||||||
Investor [Member] | Revolving Note [Member] | Maximum [Member] | 15 Day Period [Member] | ||||||||||||||||||||||||
Advance pursuant to revolving note | 500,000 | |||||||||||||||||||||||
Investor [Member] | Revolving Note [Member] | Maximum [Member] | 30 Day Period [Member] | ||||||||||||||||||||||||
Advance pursuant to revolving note | $ 250,000 | |||||||||||||||||||||||
Investor [Member] | Non Convertible Loan [Member] | ||||||||||||||||||||||||
Number of shares issued | 2,500 | |||||||||||||||||||||||
Investor [Member] | Non Convertible Loan [Member] | 60 Days [Member] | ||||||||||||||||||||||||
Number of shares issued | 8,333 | |||||||||||||||||||||||
Holder [Member] | July 25, 2017 [Member] | ||||||||||||||||||||||||
Percentage of outstanding principal amount of debenture | 5.00% | |||||||||||||||||||||||
Equity ownership, percentage | 5.00% | 5.00% | ||||||||||||||||||||||
Gross proceeds of purchase consideration | $ 7,000,000 | |||||||||||||||||||||||
Private Investor [Member] | Non Convertible Loan [Member] | ||||||||||||||||||||||||
Percentage of annual interest rates | 20.00% | |||||||||||||||||||||||
Unamortized debt discount | $ 2,100 | $ 2,100 | ||||||||||||||||||||||
Proceeds from loan | $ 630,000 | |||||||||||||||||||||||
Debt fee amount | 32,000 | |||||||||||||||||||||||
Debt instrument interst amount | 63,000 | |||||||||||||||||||||||
Due to related parties | 31,500 | |||||||||||||||||||||||
Private Investor [Member] | Non Convertible Loan [Member] | September 2016 Loan [Member] | ||||||||||||||||||||||||
Proceeds from loan | $ 589,189 | |||||||||||||||||||||||
Subscription Agreement [Member] | Individuals [Member] | July 23, 2015 and March 31, 2016 [Member] | ||||||||||||||||||||||||
Percentage of warrants to purchase shares of common stock | 50.00% | 50.00% | ||||||||||||||||||||||
Purchase warrants price amount | $ 6,329,549 | |||||||||||||||||||||||
Debt principal amount | $ 6,962,504 | $ 6,962,504 | ||||||||||||||||||||||
Percentage of debt original issue discount on purchase price | 10.00% | |||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | 10.00% | ||||||||||||||||||||||
Debt conversion price per share | $ 8.40 | $ 8.40 | ||||||||||||||||||||||
Convertible debentures term | 2 years | |||||||||||||||||||||||
Percentage of outstanding principal amount of debenture | 120.00% | |||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 376,757 | 376,757 | ||||||||||||||||||||||
Warrant exercise price per share | $ 12 | $ 12 | ||||||||||||||||||||||
Warrants expiration period | 5 years | |||||||||||||||||||||||
Six-month agreement [Member | ||||||||||||||||||||||||
Payment of debt | $ 10,000 | |||||||||||||||||||||||
Agreement termination date | Jun. 7, 2017 | |||||||||||||||||||||||
Gain on settlement of debt | $ 50,000 | |||||||||||||||||||||||
Six-month agreement [Member | Convertible 8-month Note [Member] | ||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | |||||||||||||||||||||||
Debt conversion price per share | $ 12 | |||||||||||||||||||||||
Payment of debt | $ 50,000 | |||||||||||||||||||||||
Pre-payment penalty percentage | 20.00% | |||||||||||||||||||||||
Default interest rate | 18.00% | |||||||||||||||||||||||
Merchant Agreement [Member] | ||||||||||||||||||||||||
Other note outstanding balance | $ 0 | $ 0 | ||||||||||||||||||||||
Merchant Agreement [Member] | Lenders [Member] | ||||||||||||||||||||||||
Unamortized debt discount | $ 1,423 | $ 5,486 | ||||||||||||||||||||||
Proceeds from loan | 150,000 | 250,000 | $ 75,750 | |||||||||||||||||||||
Debt fee amount | 1,498 | 6,250 | ||||||||||||||||||||||
Pay off prior loan amount | 119,021 | |||||||||||||||||||||||
Convertible debt | $ 140,000 | $ 220,000 | ||||||||||||||||||||||
Merchant Agreement [Member] | Non Convertible Loan [Member] | Two Accredited Investor [Member] | ||||||||||||||||||||||||
Amortized of debt discount | 15,551 | |||||||||||||||||||||||
Unamortized debt discount | $ 43,616 | 15,904 | 15,904 | |||||||||||||||||||||
Proceeds from loan | $ 220,000 | |||||||||||||||||||||||
Original issue of discount percentage | 10.00% | |||||||||||||||||||||||
Convertible debt | $ 220,000 | |||||||||||||||||||||||
Merchant Agreement [Member] | Lender [Member] | ||||||||||||||||||||||||
Gain on settlement of debt | $ 5,044 | |||||||||||||||||||||||
Received in exchange for rights to all customer receipts | $ 100,000 | 250,000 | ||||||||||||||||||||||
Payment of other notes | 129,900 | 322,500 | ||||||||||||||||||||||
Collected rate business day | $ 1,386 | 927 | 1,280 | |||||||||||||||||||||
Proceeds from loan | $ 125,000 | 138,840 | ||||||||||||||||||||||
Debt fee amount | $ 2,000 | 2,500 | ||||||||||||||||||||||
Additional convertible debentures | $ 70,000 | $ 93,161 | $ 125,000 | |||||||||||||||||||||
Pay off prior loan amount | 16,180 | $ 48,420 | $ 48,420 | $ 48,420 | ||||||||||||||||||||
Proceeds from pay off outstanding balance of previous loan | $ 122,465 | |||||||||||||||||||||||
Loan fees paid | $ 1,250 | |||||||||||||||||||||||
Merchant Agreement [Member] | Lender [Member] | ||||||||||||||||||||||||
Other note outstanding balance | $ 0 | $ 0 |
Convertible Debt and Other De30
Convertible Debt and Other Debt - Schedule of Convertible Debts and Outstanding Balances (Details) | 6 Months Ended | |
Jun. 30, 2017USD ($) | ||
Loan Amount | $ 1,800,000 | |
Fixed Rate Convertible Notes [Member] | ||
Loan Amount | 7,179,549 | |
Outstanding Balance | 6,329,549 | |
Original Issue Discount | 718,496 | |
Deferred Finance Fees | 1,158,408 | |
Discount related to Fair value of conversion feature and warrants | $ 6,040,469 | |
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 | $ 218,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 110,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 15,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 3,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 5,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 25,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 5,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 21,500 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 20,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 17,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 36,000 | [1] |
Interest Rate | 10.00% | [2] |
Deferred Finance Fees | $ 75,449 | |
Discount related to Fair value of conversion feature and warrants | $ 360,000 | |
Fixed Rate Convertible Notes [Member] | Convertible Debt Twelve [Member] | ||
Inception Date | Dec. 18, 2015 | |
Term | 24 months | |
Loan Amount | $ 55,000 | |
Outstanding Balance | 55,000 | |
Original Issue Discount | $ 5,500 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 10,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 10,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 5,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 30,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 20,000 | [1] |
Interest Rate | 10.00% | [2] |
Deferred Finance Fees | $ 43,952 | |
Discount related to Fair value of conversion feature and warrants | $ 156,048 | |
Fixed Rate Convertible Notes [Member] | Convertible Debt Eighteen [Member] | ||
Inception Date | Mar. 10, 2016 | |
Term | 24 months | |
Loan Amount | $ 125,000 | |
Outstanding Balance | 125,000 | |
Original Issue Discount | $ 12,500 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 36,000 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 10,667 | [1] |
Interest Rate | 10.00% | [2] |
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 | $ 177,882 | |
Outstanding Balance | 177,882 | |
Original Issue Discount | $ 17,788 | [1] |
Interest Rate | 10.00% | [2] |
Deferred Finance Fees | $ 2,436 | |
Discount related to Fair value of conversion feature and warrants | $ 175,446 | |
Fixed Rate Convertible Notes [Member] | Convertible Debt Twenty Two [Member] | ||
Inception Date | May 24, 2016 | |
Term | 7 months | |
Loan Amount | $ 100,000 | |
Outstanding Balance | ||
Original Issue Discount | $ 7,000 | [1] |
Interest Rate | 0.00% | [2] |
Deferred Finance Fees | ||
Discount related to Fair value of conversion feature and warrants | $ 20,368 | |
Fixed Rate Convertible Notes [Member] | Convertible Debt Twenty Three [Member] | ||
Inception Date | Jun. 15, 2016 | |
Term | 6 months | |
Loan Amount | $ 40,000 | |
Outstanding Balance | ||
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 Four [Member] | ||
Inception Date | Jun. 17, 2016 | |
Term | 6 months | |
Loan Amount | $ 40,000 | |
Outstanding Balance | ||
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 Five [Member] | ||
Inception Date | Jun. 22, 2016 | |
Term | 6 months | |
Loan Amount | $ 35,000 | |
Outstanding Balance | ||
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 Six [Member] | ||
Inception Date | Jul. 6, 2016 | |
Term | 6 months | |
Loan Amount | $ 85,000 | |
Outstanding Balance | ||
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 Seven [Member] | ||
Inception Date | Jul. 29, 2016 | |
Term | 6 months | |
Loan Amount | $ 100,000 | |
Outstanding Balance | ||
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 Eight [Member] | ||
Inception Date | Sep. 15, 2016 | |
Term | 8 months | |
Loan Amount | $ 500,000 | |
Outstanding Balance | ||
Original Issue Discount | $ 85,541 | |
Interest Rate | 9.00% | |
Deferred Finance Fees | ||
Discount related to Fair value of conversion feature and warrants | $ 65,972 | |
Fixed Rate Convertible Notes [Member] | Convertible Debt Twenty Nine [Member] | ||
Inception Date | Apr. 3, 2017 | |
Term | 8 months | |
Loan Amount | $ 50,000 | |
Outstanding Balance | ||
Original Issue Discount | ||
Interest Rate | 10.00% | |
Deferred Finance Fees | ||
Discount related to Fair value of conversion feature and warrants | ||
[1] | The original issue discount is reflected in the first year. | |
[2] | The annual interest starts accruing in the second year. |
Convertible Debt and Other De31
Convertible Debt and Other Debt - Summary of Changes in Convertible Debt, Net of Unamortized Discounts (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |||
Balance at January 1, | $ 5,273,937 | ||
Issuance of convertible debt, face value | 1,800,000 | ||
Forgiveness of Debt | (50,000) | ||
Deferred financing cost | (140,000) | ||
Debt discount related to one-time interest charge | (175,000) | ||
Debt discount from incentive shares to increase the Revolving Note aggregate principal limit | (150,000) | ||
Debt discount from shares and warrants issued with the notes | (554,998) | ||
Payments | (840,541) | ||
Accretion of interest and amortization of debt discount to interest expense through March 31, | 2,753,405 | ||
Balance at March 31, | 7,916,803 | ||
Less: current portion | 7,916,803 | $ 4,005,702 | |
Convertible debt, long-term portion | $ 529,742 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | May 10, 2017 | Apr. 19, 2017 | Apr. 19, 2017 | Jan. 31, 2017 | Jun. 30, 2017 | May 02, 2017 | Mar. 21, 2017 | Mar. 14, 2017 | Dec. 31, 2016 | Dec. 12, 2013 |
Convertible preferred stock, authorized | 1,000,000 | |||||||||
Convertible preferred stock, par value | $ 0.01 | |||||||||
Convertible preferred stock, shares issued | 1,000,000 | |||||||||
Common stock, shares outstanding under the plan | 1,140,156 | 1,057,632 | ||||||||
Estimated fair value of unvested stock options | $ 593,019 | |||||||||
Fair value of options granted | 487,914 | |||||||||
Aggregate intrinsic value options outstanding | 0 | |||||||||
Aggregate intrinsic value options exercisable | 0 | |||||||||
Number of restricted common stock shares issued | 1,667 | |||||||||
Number of restricted stock value | $ 10,000 | |||||||||
Number of warrant to purchase common stock | 7,082,460 | $ 6,325,102 | ||||||||
Fair value of warrant | $ 2,847,624 | |||||||||
Revolving Note [Member] | ||||||||||
Number of warrant to purchase common stock | $ 3,000,000 | |||||||||
Number of warrants to purchase common stock, shares | 16,667 | |||||||||
Warrant exercise price | $ 12 | |||||||||
Non Convertible Loan [Member] | ||||||||||
Percentage of annual interest rates | 10.00% | 10.00% | 10.00% | 10.00% | ||||||
Original issue of discount percentage | 10.00% | 10.00% | 10.00% | 10.00% | ||||||
Number of shares issued to investor, shares | 3,333 | |||||||||
Investor [Member] | ||||||||||
Number of shares issued to investor, shares | 8,333 | |||||||||
Investor [Member] | Every Sixty Days [Member] | ||||||||||
Number of shares issued to investor, shares | 2,500 | |||||||||
Privately-Held Investment Firm [Member] | ||||||||||
Percentage of annual interest rates | 10.00% | 10.00% | ||||||||
Original issue of discount percentage | 10.00% | 10.00% | ||||||||
Number of shares issued at closing | 833 | |||||||||
Number of shares issued to investor, shares | 3,333 | |||||||||
Privately-Held Investment Firm [Member] | Non Convertible Loan [Member] | ||||||||||
Proceeds from non convertible debt | $ 250,000 | |||||||||
Restricted Common Stock [Member] | ||||||||||
Number of restricted common stock shares issued | 3,334 | |||||||||
Number of restricted stock value | $ 15,558 | |||||||||
Warrants [Member] | ||||||||||
Common stock, shares outstanding under the plan | 890,047 | 881,990 | ||||||||
Aggregate intrinsic value options outstanding | $ 0 | |||||||||
Aggregate intrinsic value options exercisable | 0 | |||||||||
Remaining in 2017 [Member] | ||||||||||
Non-cash, stock-based compensation expense | 191,466 | |||||||||
2018 [Member] | ||||||||||
Non-cash, stock-based compensation expense | 272,539 | |||||||||
2019 [Member] | ||||||||||
Non-cash, stock-based compensation expense | 106,477 | |||||||||
2020 [Member] | ||||||||||
Non-cash, stock-based compensation expense | $ 22,537 | |||||||||
2005 Equity Incentive [Member] | ||||||||||
Common stock reserved for stock option plan | 1,800,000 | |||||||||
Common stock, shares outstanding under the plan | 35,608 | |||||||||
2013 Equity Incentive Plan [Member] | ||||||||||
Common stock reserved for stock option plan | 3,000,000 | |||||||||
Common stock, shares outstanding under the plan | 84,564 | |||||||||
Common stock, shares available for future grant | 2,915,436 | |||||||||
2015 Equity Incentive Plan [Member] | ||||||||||
Common stock reserved for stock option plan | 5,000,000 | |||||||||
Common stock, shares outstanding under the plan | 129,937 | |||||||||
Common stock, shares available for future grant | 4,870,063 | |||||||||
Restricted Common Stock [Member] | Investor [Member] | ||||||||||
Number of restricted common stock shares issued | 27,000 | |||||||||
Restricted Common Stock [Member] | Investor Relations Firm [Member] | ||||||||||
Number of restricted common stock shares issued | 1,667 | |||||||||
Number of restricted stock value | $ 15,000 | |||||||||
Series D Registered Direct Offering [Member] | ||||||||||
Number of shares issued to investor, shares | 19,889 | |||||||||
Number of shares issued to investor | $ 149,164 | |||||||||
Number of warrants to purchase common stock, shares | 39,778 | |||||||||
Warrant exercise price | $ 8.40 | |||||||||
Due to related party | $ 8,949 | |||||||||
Fair value of warrant | $ 186,802 | |||||||||
Series A Junior Participating Preferred Stock [Member] | ||||||||||
Number of stock designated | 20,000 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Number of stock designated | 313,960 | |||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Number of stock designated | 279,256 | |||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||
Number of stock designated | 88,098 | |||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||
Convertible preferred stock, authorized | 850 | 850 | ||||||||
Convertible preferred stock, par value | $ 0.01 | $ .01 | ||||||||
Convertible preferred stock, shares issued | 300 | 300 | ||||||||
Number of stock designated | 850 | |||||||||
Series E Convertible Preferred Stock [Member] | ||||||||||
Number of stock designated | 500 | |||||||||
Series G Convertible Preferred Stock [Member] | ||||||||||
Convertible preferred stock, authorized | 240,000 | 240,000 | ||||||||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | ||||||||
Convertible preferred stock, shares issued | 86,570 | 86,570 | ||||||||
Number of stock designated | 240,000 | |||||||||
Series H Convertible Preferred Stock [Member] | ||||||||||
Convertible preferred stock, authorized | 10,000 | 10,000 | ||||||||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | ||||||||
Convertible preferred stock, shares issued | 10,000 | 10,000 | ||||||||
Number of stock designated | 10,000 | |||||||||
Series H2 Convertible Preferred Stock [Member] | ||||||||||
Convertible preferred stock, authorized | 21 | 21 | ||||||||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | ||||||||
Convertible preferred stock, shares issued | 21 | 21 | ||||||||
Number of stock designated | 21 | |||||||||
Series J Convertible Preferred Stock [Member] | ||||||||||
Convertible preferred stock, authorized | 6,250 | 6,250 | ||||||||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | ||||||||
Convertible preferred stock, shares issued | 3,521 | 3,521 | ||||||||
Number of stock designated | 6,250 | |||||||||
Series K Convertible Preferred Stock [Member] | ||||||||||
Convertible preferred stock, authorized | 15,000 | 15,000 | ||||||||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | ||||||||
Convertible preferred stock, shares issued | 6,816 | 6,816 | ||||||||
Number of stock designated | 15,000 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Concerning Options and Warrants Outstanding and Exercisable (Details) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Shares, Beginning balance | 1,057,632 |
Shares, Granted | 276,142 |
Shares, Exercised | (19,889) |
Shares, Expired | (163,866) |
Shares, Forfeited | (9,863) |
Shares, Ending balance | 1,140,156 |
Stock Option [Member] | |
Shares, Beginning balance | 175,642 |
Shares, Granted | 87,198 |
Shares, Exercised | |
Shares, Expired | (2,868) |
Shares, Forfeited | (9,863) |
Shares, Ending balance | 250,109 |
Weighted average price per share, Beginning balance | $ / shares | $ 12.60 |
Weighted average price per share, Granted | $ / shares | 8.40 |
Weighted average price per share, Exercised | $ / shares | |
Weighted average price per share, Expired | $ / shares | 30 |
Weighted average price per share, Forfeited | $ / shares | 10.12 |
Weighted average price per share, Ending balance | $ / shares | $ 10.95 |
Warrants [Member] | |
Shares, Beginning balance | 881,990 |
Shares, Granted | 188,944 |
Shares, Exercised | (19,889) |
Shares, Expired | (160,998) |
Shares, Forfeited | |
Shares, Ending balance | 890,047 |
Weighted average price per share, Beginning balance | $ / shares | $ 12 |
Weighted average price per share, Granted | $ / shares | 11.10 |
Weighted average price per share, Exercised | $ / shares | 7.50 |
Weighted average price per share, Expired | $ / shares | 11.10 |
Weighted average price per share, Forfeited | $ / shares | |
Weighted average price per share, Ending balance | $ / shares | $ 12 |
Exercisable, Beginning balance | 991,032 |
Exercisable, Ending balance | 1,031,492 |
Stockholders' Deficit - Sched34
Stockholders' Deficit - Schedule of Share-based Compensation Stock Option Plans by Exercise Price Range (Details) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Exercise price range, lower range limit | $ 9 |
Exercise price range, upper range limit | $ 30 |
Options outstanding, number of options | shares | 250,109 |
Options outstanding, weighted average remaining contractual life (years) | 8 years |
Options outstanding, weighted average exercise price | $ 10.95 |
Options exercisable, number of options | shares | 141,445 |
Options exercisable, weighted average remaining contractual life (years) | 7 years 1 month 6 days |
Options exercisable, weighted average exercise price | $ 12.11 |
Exercise Price 1 [Member] | |
Exercise price range, lower range limit | 9 |
Exercise price range, upper range limit | $ 11.99 |
Options outstanding, number of options | shares | 135,663 |
Options outstanding, weighted average remaining contractual life (years) | 8 years 29 days |
Options outstanding, weighted average exercise price | $ 8.62 |
Options exercisable, number of options | shares | 58,200 |
Options exercisable, weighted average remaining contractual life (years) | 7 years 26 days |
Options exercisable, weighted average exercise price | $ 8.89 |
Exercise Price 2 [Member] | |
Exercise price range, lower range limit | 12 |
Exercise price range, upper range limit | $ 14.99 |
Options outstanding, number of options | shares | 88,705 |
Options outstanding, weighted average remaining contractual life (years) | 8 years 2 months 12 days |
Options outstanding, weighted average exercise price | $ 12 |
Options exercisable, number of options | shares | 57,504 |
Options exercisable, weighted average remaining contractual life (years) | 8 years 1 month 6 days |
Options exercisable, weighted average exercise price | $ 12 |
Exercise Price 3 [Member] | |
Exercise price range, lower range limit | 15 |
Exercise price range, upper range limit | $ 17.99 |
Options outstanding, number of options | shares | 7,547 |
Options outstanding, weighted average remaining contractual life (years) | 5 years 1 month 6 days |
Options outstanding, weighted average exercise price | $ 15 |
Options exercisable, number of options | shares | 7,547 |
Options exercisable, weighted average remaining contractual life (years) | 5 years 1 month 6 days |
Options exercisable, weighted average exercise price | $ 15 |
Exercise Price 4 [Member] | |
Exercise price range, lower range limit | 18 |
Exercise price range, upper range limit | $ 20.99 |
Options outstanding, number of options | shares | 10,350 |
Options outstanding, weighted average remaining contractual life (years) | 2 years 7 months 6 days |
Options outstanding, weighted average exercise price | $ 18 |
Options exercisable, number of options | shares | 12,854 |
Options exercisable, weighted average remaining contractual life (years) | 2 years 7 months 6 days |
Options exercisable, weighted average exercise price | $ 18 |
Exercise Price 5 [Member] | |
Exercise price range, lower range limit | 21 |
Exercise price range, upper range limit | $ 30 |
Options outstanding, number of options | shares | 7,844 |
Options outstanding, weighted average remaining contractual life (years) | 3 years |
Options outstanding, weighted average exercise price | $ 30 |
Options exercisable, number of options | shares | 5,340 |
Options exercisable, weighted average remaining contractual life (years) | 3 years |
Options exercisable, weighted average exercise price | $ 30 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 02, 2017 | Apr. 19, 2017 | Mar. 14, 2017 | Jul. 17, 2017 | Jun. 30, 2017 |
Proceeds from loan | $ 3,787,967 | ||||
Non Convertible Loan [Member] | |||||
Proceeds from loan | $ 250,000 | $ 250,000 | |||
Subsequent Event [Member] | Non Convertible Loan [Member] | |||||
Debt instrument, fee | $ 18,750 | ||||
Proceeds from non convertible debt | $ 75,000 | ||||
Subsequent Event [Member] | Merchant Agreement [Member] | |||||
Proceeds from loan | $ 125,000 | ||||
Debt instrument, fee | $ 1,250 |