Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 07, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | PRESSURE BIOSCIENCES INC | |
Entity Central Index Key | 0000830656 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,938,046 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 117,933 | $ 103,118 |
Accounts receivable, net of $0 reserve at June 30, 2019 and December 31, 2018 | 410,613 | 474,830 |
Inventories, net of $273,547 reserve at June 30, 2019 and December 31, 2018 | 744,806 | 765,478 |
Prepaid expenses and other current assets | 127,657 | 170,734 |
Total current assets | 1,401,009 | 1,514,160 |
Investment in equity securities | 16,643 | 16,643 |
Property and equipment, net | 94,277 | 69,272 |
Right of use asset leases | 108,332 | 136,385 |
Intangible assets, net | 620,192 | 663,462 |
TOTAL ASSETS | 2,240,453 | 2,399,922 |
CURRENT LIABILITIES | ||
Accounts payable | 514,948 | 658,856 |
Accrued employee compensation | 438,608 | 456,932 |
Accrued professional fees and other | 1,435,210 | 1,112,995 |
Other current liabilities | 1,909,514 | 1,233,325 |
Deferred revenue | 25,702 | 20,623 |
Operating lease liability | 67,674 | 59,799 |
Convertible debt, net of unamortized discounts of $360,297 and $156,180, respectively | 4,835,066 | 4,000,805 |
Other debt, net of unamortized discounts of $13,833 and $9,118, respectively | 1,107,667 | 852,315 |
Other related party debt | 15,000 | 15,000 |
Total current liabilities | 10,349,389 | 8,410,650 |
LONG TERM LIABILITIES | ||
Operating lease liability, net of current portion | 40,658 | 76,586 |
Deferred revenue | 32,506 | 37,757 |
TOTAL LIABILITIES | 10,422,553 | 8,524,993 |
COMMITMENTS AND CONTINGENCIES (Note 5) | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 1,889,616 and 1,684,182 shares issued and outstanding on June 30, 2019 and December 31, 2018 respectively | 18,896 | 16,842 |
Warrants to acquire common stock | 21,446,642 | 19,807,247 |
Additional paid-in capital | 41,676,926 | 39,777,301 |
Accumulated deficit | (71,325,652) | (65,727,538) |
Total stockholders' deficit | (8,182,100) | (6,125,071) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,240,453 | 2,399,922 |
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 | 806 | 806 |
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 |
Series AA Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | $ 76 | $ 65 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts receivable, reserve | $ 0 | $ 0 |
Inventories reserve | 273,547 | 273,547 |
Convertible debt, current unamortized discounts | 360,297 | 156,180 |
Other debt, unamortized discounts net | $ 13,833 | $ 9,118 |
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares issued | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,889,616 | 1,684,182 |
Common stock, shares outstanding | 1,889,616 | 1,684,182 |
Series D Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
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 | 80,570 | 80,570 |
Convertible preferred stock, shares outstanding | 80,570 | 80,570 |
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 | 3,458 | 3,458 |
Convertible preferred stock, shares outstanding | 3,458 | 3,458 |
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 | 6,880 | 6,880 |
Convertible preferred stock, shares outstanding | 6,880 | 6,880 |
Series AA 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 | 7,518 | 6,499 |
Convertible preferred stock, shares outstanding | 7,518 | 6,499 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue: | ||||
Total revenue | $ 518,663 | $ 638,773 | $ 1,028,903 | $ 1,249,547 |
Costs and expenses: | ||||
Cost of products and services | 304,172 | 270,046 | 613,884 | 594,835 |
Research and development | 291,538 | 323,832 | 556,242 | 648,808 |
Selling and marketing | 186,609 | 224,942 | 374,824 | 499,410 |
General and administrative | 1,136,768 | 740,843 | 2,281,189 | 1,535,448 |
Total operating costs and expenses | 1,919,087 | 1,559,663 | 3,826,139 | 3,278,501 |
Operating loss | (1,400,424) | (920,890) | (2,797,236) | (2,028,954) |
Other expense: | ||||
Interest expense | (1,074,488) | (1,159,242) | (1,587,194) | (2,282,387) |
Other expense | (185,469) | (9,582) | (290,314) | (14,312) |
(Loss) Gain on extinguishment of debt | (106,461) | 471,612 | (147,271) | 475,897 |
Incentive shares/warrants | (663,130) | (663,130) | ||
Total other (expense) income | (1,366,418) | (1,360,342) | (2,024,779) | (2,483,932) |
Net loss | (2,766,842) | (2,281,232) | (4,822,015) | (4,512,886) |
Deemed dividend on down round feature | (213,012) | (213,012) | ||
Deemed dividend on beneficial conversion feature | (889,532) | (10,532,291) | (1,949,731) | (10,532,291) |
Preferred stock dividends | (420,489) | (95,879) | (776,099) | (95,879) |
Net loss attributable to common stockholders | $ (4,076,863) | $ (13,122,414) | $ (7,547,845) | $ (15,354,068) |
Basic and diluted net loss per share attributable to common stockholders | $ (2.22) | $ (9.20) | $ (4.24) | $ (11.01) |
Weighted average common stock shares outstanding used in the basic and diluted net loss per share calculation | 1,837,913 | 1,426,698 | 1,780,881 | 1,395,187 |
Products, Services, Other [Member] | ||||
Revenue: | ||||
Total revenue | $ 518,663 | $ 618,418 | $ 1,028,903 | $ 1,203,662 |
Grant Revenue [Member] | ||||
Revenue: | ||||
Total revenue | $ 20,355 | $ 45,885 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,822,015) | $ (4,512,886) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Right of use asset | 28,053 | |
Common stock issued for debt extension | 28,490 | |
Depreciation and amortization | 47,180 | 45,874 |
Accretion of interest and amortization of debt discount | 290,040 | 986,155 |
Issuance of incentive shares and common stock warrants | 168,000 | 663,130 |
Inventory reserve recovery | (39,900) | |
Loss(Gain) on extinguishment of debt | 147,271 | (475,897) |
Stock-based compensation expense | 607,574 | 148,270 |
Shares issued with debt | 7,800 | |
Impairment loss on investment | 1,834 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 64,217 | (319,242) |
Inventories | 20,673 | (2,501) |
Prepaid expenses and other assets | 43,077 | 19,422 |
Accounts payable | 152,275 | 108,698 |
Accrued employee compensation | (18,323) | 58,925 |
Operating lease liability | (28,053) | |
Deferred revenue and other accrued expenses | (172) | 678,789 |
Net cash used in operating activities | (3,300,203) | (2,603,039) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property plant and equipment | (28,915) | |
Net cash used in investing activities | (28,915) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from revolving note payable | 460,000 | |
Net proceeds from warrant exercises | ||
Net proceeds from Series AA Convertible Preferred Stock | 2,292,300 | 226,091 |
Net proceeds from convertible debt | 3,339,050 | 3,242,950 |
Net proceeds from non-convertible debt - third party | 1,211,500 | 952,501 |
Net proceeds from non-convertible debt - related party | 125,000 | 102,100 |
Payments on convertible debt | (2,533,985) | (1,518,500) |
Payments on non-convertible debt - related party | (125,000) | (52,100) |
Payments on non-convertible debt | (964,932) | (872,545) |
Net cash provided by financing activities | 3,343,933 | 2,540,497 |
NET INCREASE (DECREASE) IN CASH | 14,815 | (62,542) |
CASH AT BEGINNING OF YEAR | 103,118 | 81,033 |
CASH AT END OF PERIOD | 117,933 | 18,491 |
SUPPLEMENTAL INFORMATION | ||
Interest paid in cash | 1,162,557 | 525,979 |
Income taxes paid | ||
NON CASH TRANSACTIONS: | ||
Common stock issued in lieu of cash for interest | 90,023 | |
Common stock issued with debt | 167,359 | 170,745 |
Discount from warrants issued with convertible debt | 162,023 | |
Discount from one-time interest | 154,500 | |
Common stock issued in lieu of cash for dividend | 151,993 | |
Preferred stock dividends | 776,099 | 95,879 |
Conversion of debt into preferred stock | 12,688,634 | |
Contingent beneficial conversion feature on convertible note | 253,000 | |
Deemed dividend-triggered down round feature | 213,012 | |
Deemed dividend-beneficial conversion feature | 1,949,731 | 10,532,291 |
Derivative liability released upon warrant exercise |
Consolidated Statements of Equi
Consolidated Statements of Equity (Unaudited) - USD ($) | Series D Preferred Stock [Member] | Series G Preferred Stock [Member] | Series H Preferred Stock [Member] | Series H(2) Preferred Stock [Member] | Series J Preferred Stock [Member] | Series K Preferred Stock [Member] | Series AA Preferred Stock [Member] | Common Stock [Member] | Stock Warrants [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 13,429 | $ 9,878,513 | $ 30,833,549 | $ (55,349,299) | $ (14,622,796) | |||
Balance, shares at Dec. 31, 2017 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 1,342,858 | ||||||
Stock-based compensation | 86,020 | 86,020 | |||||||||||
Issuance of common stock for dividends paid-in-kind | $ 226 | 80,529 | 80,755 | ||||||||||
Issuance of common stock for dividends paid-in-kind, shares | 22,606 | ||||||||||||
Common stock issued for debt extension | $ 70 | 28,420 | 28,490 | ||||||||||
Common stock issued for debt extension, shares | 7,000 | ||||||||||||
Stock issued with debt | $ 158 | 59,106 | 59,263 | ||||||||||
Stock issued with debt, shares | 15,750 | ||||||||||||
Warrants issued with debt | 118,416 | 118,416 | |||||||||||
Net loss | (2,231,654) | (2,231,654) | |||||||||||
Balance at Mar. 31, 2018 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 13,883 | 9,996,929 | 31,087,624 | (57,580,953) | (16,481,506) | |||
Balance, shares at Mar. 31, 2018 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 1,388,214 | ||||||
Balance at Dec. 31, 2017 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 13,429 | 9,878,513 | 30,833,549 | (55,349,299) | (14,622,796) | |||
Balance, shares at Dec. 31, 2017 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 1,342,858 | ||||||
Net loss | (4,512,886) | ||||||||||||
Balance at Jun. 30, 2018 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 52 | $ 15,371 | 17,450,717 | 37,747,441 | (59,958,064) | (4,743,472) | ||
Balance, shares at Jun. 30, 2018 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 120 | 1,537,094 | |||||
Balance at Mar. 31, 2018 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 13,883 | 9,996,929 | 31,087,624 | (57,580,953) | (16,481,506) | |||
Balance, shares at Mar. 31, 2018 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 1,388,214 | ||||||
Stock-based compensation | 62,249 | 62,249 | |||||||||||
Issuance of common stock for dividends paid-in-kind | $ 26 | 9,242 | 9,268 | ||||||||||
Issuance of common stock for dividends paid-in-kind, shares | 2,637 | ||||||||||||
Stock issued with debt | $ 354 | 118,927 | 119,281 | ||||||||||
Stock issued with debt, shares | 35,410 | ||||||||||||
Warrants issued with debt | 43,607 | 43,607 | |||||||||||
Down round feature triggered | 10,532,291 | 10,532,291 | |||||||||||
Down round feature triggered on warrants | 213,012 | 213,012 | |||||||||||
Incentive Shares/Warrants | $ 1,108 | 312,637 | 339,149 | 652,894 | |||||||||
Incentive Shares/Warrants, shares | 110,833 | ||||||||||||
Series AA Convertible Preferred Stock dividend | (95,879) | (95,879) | |||||||||||
Contingent beneficial feature on convertible notes | 253,000 | 253,000 | |||||||||||
Conversion of debt and interest for preferred stock | $ 51 | 6,826,710 | 5,861,874 | 12,688,635 | |||||||||
Conversion of debt and interest for preferred stock, shares | |||||||||||||
Deemed dividend-beneficial conversion feature | (10,532,291) | (10,532,291) | |||||||||||
Deemed dividend-beneficial conversion feature on warrants and debentures | (213,012) | (213,012) | |||||||||||
Warrant modification | 60,120 | 60,120 | |||||||||||
Preferred Stock offering | $ 1 | 172,932 | 127,067 | 300,000 | |||||||||
Preferred Stock offering, shares | 120 | ||||||||||||
Offering costs for issuance of preferred stock | 37,782 | (111,691) | (73,909) | ||||||||||
Net loss | (2,281,232) | (2,281,232) | |||||||||||
Balance at Jun. 30, 2018 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 52 | $ 15,371 | 17,450,717 | 37,747,441 | (59,958,064) | (4,743,472) | ||
Balance, shares at Jun. 30, 2018 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 120 | 1,537,094 | |||||
Balance at Dec. 31, 2018 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 65 | $ 16,842 | 19,807,247 | 39,777,301 | (65,727,538) | (6,125,071) | ||
Balance, shares at Dec. 31, 2018 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 6,499 | 1,684,184 | |||||
Stock-based compensation | 245,392 | 245,392 | |||||||||||
Common stock issued for debt extension | $ 163 | 38,824 | 38,988 | ||||||||||
Common stock issued for debt extension, shares | 16,350 | ||||||||||||
Stock issued with debt | $ 180 | 50,553 | 50,733 | ||||||||||
Stock issued with debt, shares | 17,958 | ||||||||||||
Series AA Convertible Preferred Stock dividend | (355,610) | (355,610) | |||||||||||
Beneficial conversion feature on Series AA Convertible Preferred Stock | 1,060,199 | 1,060,199 | |||||||||||
Conversion of debt and interest for preferred stock | |||||||||||||
Deemed dividend-beneficial conversion feature | (1,060,199) | (1,060,199) | |||||||||||
Preferred Stock offering | $ 6 | 738,528 | 661,466 | 1,400,000 | |||||||||
Preferred Stock offering, shares | 560 | ||||||||||||
Offering costs for issuance of preferred stock | 160,764 | (300,764) | (140,000) | ||||||||||
Issuance of shares for services | $ 500 | 167,500 | 168,000 | ||||||||||
Issuance of shares for services, shares | 50,000 | ||||||||||||
Net loss | (2,055,173) | (2,055,173) | |||||||||||
Balance at Mar. 31, 2019 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 71 | $ 17,685 | 20,706,539 | 40,640,273 | (68,138,321) | (6,772,741) | ||
Balance, shares at Mar. 31, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,059 | 1,768,492 | |||||
Balance at Dec. 31, 2018 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 65 | $ 16,842 | 19,807,247 | 39,777,301 | (65,727,538) | (6,125,071) | ||
Balance, shares at Dec. 31, 2018 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 6,499 | 1,684,184 | |||||
Conversion of debt and interest for preferred stock | |||||||||||||
Conversion of debt and interest for preferred stock, shares | |||||||||||||
Issuance of shares for services | $ 168,000 | ||||||||||||
Issuance of shares for services, shares | 50,000 | ||||||||||||
Net loss | $ (4,822,015) | ||||||||||||
Balance at Jun. 30, 2019 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 76 | $ 18,896 | 21,446,642 | 41,676,926 | (71,325,652) | (8,182,100) | ||
Balance, shares at Jun. 30, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,518 | 1,889,616 | |||||
Balance at Mar. 31, 2019 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 71 | $ 17,685 | 20,706,539 | 40,640,273 | (68,138,321) | (6,772,741) | ||
Balance, shares at Mar. 31, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,059 | 1,768,492 | |||||
Stock-based compensation | 362,182 | 362,182 | |||||||||||
Issuance of common stock for dividends paid-in-kind | $ 425 | 151,568 | 151,993 | ||||||||||
Issuance of common stock for dividends paid-in-kind, shares | 42,456 | ||||||||||||
Common stock issued for debt extension | $ 490 | 125,418 | 125,908 | ||||||||||
Common stock issued for debt extension, shares | 49,027 | ||||||||||||
Stock issued with debt | $ 296 | 105,293 | 105,589 | ||||||||||
Stock issued with debt, shares | 29,641 | ||||||||||||
Series AA Convertible Preferred Stock dividend | (420,489) | (420,489) | |||||||||||
Beneficial conversion feature on Series AA Convertible Preferred Stock | 889,532 | 889,532 | |||||||||||
Deemed dividend-beneficial conversion feature | (889,532) | (889,532) | |||||||||||
Preferred Stock offering | $ 5 | 608,852 | 538,062 | 1,146,919 | |||||||||
Preferred Stock offering, shares | 459 | ||||||||||||
Offering costs for issuance of preferred stock | 131,251 | (245,870) | (114,619) | ||||||||||
Net loss | (2,766,842) | (2,766,842) | |||||||||||
Balance at Jun. 30, 2019 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 76 | $ 18,896 | $ 21,446,642 | $ 41,676,926 | $ (71,325,652) | $ (8,182,100) | ||
Balance, shares at Jun. 30, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,518 | 1,889,616 |
Business Overview, Liquidity an
Business Overview, Liquidity and Management Plans | 6 Months Ended |
Jun. 30, 2019 | |
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 (45,000 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 biomolecules, 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 six months ended June 30, 2019 or in fiscal year 2018. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019, 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. In addition we raised cash through debt financing after June 30, 2019 as described in Note 8. We have financing efforts in place to continue to raise cash through debt and equity offerings. 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. 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, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Reporting | 3) Interim Financial Reporting The accompanying unaudited consolidated balance sheet as of December 31, 2018, 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, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. 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, 2018 as filed with the Securities and Exchange Commission on April 16, 2019. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
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. Reclassifications Certain prior year amounts have been reclassified to conform to our current year presentation. Recent Accounting Standards In July 2018, the FASB issued ASU 2018-07, Compensation- Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting as an amendment and update expanding the scope of Topic 718 Revenue Recognition We recognize revenue in accordance with FASB ASC 606, ASC 606, Revenue from Contracts with Customers, ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers We identify a performance obligation as distinct if both the following criteria are true: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Determining the standalone selling price (“SSP”) and allocation of consideration from a contract to the individual performance obligations, and the appropriate timing of revenue recognition, is the result of significant qualitative and quantitative judgments. Management considers a variety of factors such as historical sales, usage rates, costs, and expected margin, which may vary over time depending upon the unique facts and circumstances related to each performance obligation in making these estimates. While changes in the allocation of the SSP between performance obligations will not affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which would have a material effect on our financial position and result of operations. This is because the contract consideration is allocated to each performance obligation, delivered or undelivered, at the inception of the contract based on the SSP of each distinct performance obligation. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are in included in cost of revenues as consistent with treatment in prior periods. Our current Barocycler® instruments require a basic level of instrumentation expertise to set-up for initial operation. To support a favorable first experience for our customers, upon customer request, and for an additional fee, will send a highly trained technical representative to the customer site to install Barocycler®s that we sell, lease, or rent through our domestic sales force. The installation process includes uncrating and setting up the instrument, followed by introductory user training. Our sales arrangements do not provide our customers with a right of return. Any shipping costs billed to customers are recognized as revenue. The majority of our instrument and consumable contracts contain pricing that is based on the market price for the product at the time of delivery. Our obligations to deliver product volumes are typically satisfied and revenue is recognized when control of the product transfers to our customers. Concurrent with the transfer of control, we typically receive the right to payment for the shipped product and the customer has significant risks and rewards of ownership of the product. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. We apply ASC 845, “Accounting for Non-Monetary Transactions”, to account for products and services sold through non-cash transactions based on the fair values of the products and services involved, where such values can be determined. Non-cash exchanges would require revenue to be recognized at recorded cost or carrying value of the assets or services sold if any of the following conditions apply: a) The fair value of the asset or service involved is not determinable. b) The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange. c) The transaction lacks commercial substance. We currently record revenue for its non-cash transactions at recorded cost or carrying value of the assets or services sold. In accordance with FASB ASC 842, Leases We record revenue over the life of the lease term and we record depreciation expense on a straight-line basis over the thirty-six-month estimated useful life of the Barocycler® instrument. The depreciation expense associated with assets under lease agreement is included in the “Cost of PCT products and services” line item in our accompanying consolidated statements of operations. Many of our lease and rental agreements allow the lessee to purchase the instrument at any point during the term of the agreement with partial or full credit for payments previously made. We pay all maintenance costs associated with the instrument during the term of the leases. Revenue from government grants is recorded when expenses are incurred under the grant in accordance with the terms of the grant award. Deferred revenue represents amounts received from grants and service contracts for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. Revenue from service contracts is recorded ratably over the length of the contract. Disaggregation of revenue In the following table, revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition. In thousands of US dollars ($) Three Months Ended June 30, Six Months Ended June 30, Primary geographical markets 2019 2018 2019 2018 North America 368 351 592 716 Europe 54 64 94 219 Asia 97 224 343 315 519 639 1,029 1,250 Three Months Ended Six Months Ended Major products/services lines 2019 2018 2019 2018 Hardware 212 397 352 817 Grants 0 20 0 45 Consumables 91 64 153 139 Contract research services 111 67 349 67 Sample preparation accessories 35 47 35 96 Technical support/extended service contracts 28 22 67 50 Shipping and handling 14 16 19 28 Other 28 6 54 8 519 639 1,029 1,250 Three Months Ended Six Months Ended Timing of revenue recognition 2019 2018 2019 2018 Products transferred at a point in time 506 609 1,007 1,185 Products and services transferred over time 13 30 22 65 519 639 1,029 1,250 Contract balances In thousands of US dollars ($) June 30, 2019 December 31, 2018 Receivables, which are included in ‘Accounts Receivable’ 411 475 Contract liabilities (deferred revenue) 58 58 Transaction price allocated to the remaining performance obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. In thousands of US dollars ($) 2019 2020 2021 Total Extended warranty service 26 32 - 58 All consideration from contracts with customers is included in the amounts presented above. Contract Costs The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. The costs to obtain a contract are recorded immediately in the period when the revenue is recognized either upon shipment or installation. The costs to obtain a service contract are considered immaterial when spread over the life of the contract so the Company records the costs immediately upon billing. 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, 2019 and 2018. For the Three Months Ended June 30, 2019 2018 Top Five Customers 47 % 54 % Federal Agencies 9 % 12 % For the Six Months Ended June 30, 2019 2018 Top Five Customers 55 % 38 % Federal Agencies 14 % 8 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of June 30, 2019 and December 31, 2018. The Top Five Customers category may include federal agency receivable balances if applicable. June 30, 2019 December, 31, 2018 Top Five Customers 60 % 54 % Federal Agencies 5 % 5 % 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 and maintain 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. Investment in Equity Securities As of June 30, 2019, we held 100,250 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 321 “Investments —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 shares of common stock outstanding. Diluted loss per share is computed by dividing loss available to common shareholders by the weighted average number of shares of common stock outstanding plus additional shares of common stock that would have been outstanding if dilutive potential shares of common stock 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, 2019 and 2018: For the Three Months Ended For the Six Months Ended June 30, June 30, 2019 2018 2019 2018 Numerator: Net loss $ (2,766,842 ) $ (2,281,232 ) $ (4,822,015 ) $ (4,512,886 ) Deemed dividend on down round feature - (213,012 ) - (213,012 ) Deemed dividend on beneficial conversion feature (889,532 ) (10,532,291 ) (1,949,731 ) (10,532,291 ) Preferred stock dividends (420,489 ) (95,879 ) (776,098 ) (95,879 ) Net loss applicable to common shareholders $ (4,076,863 ) $ (13,122,414 ) $ (7,547,844 ) $ (15,354,068 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 1,837,913 1,426,698 1,780,881 1,395,187 Loss per common share – basic and diluted $ (2.22 ) $ (9.20 ) $ (4.24 ) $ (11.01 ) 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 H2 Convertible Preferred Stock, Series J Convertible Preferred Stock, Series K Convertible Preferred Stock and Series AA Convertible Preferred Stock are presented below as if they were converted into shares of common stock according to the conversion terms. As of June 30, 2019 2018 Stock options 347,070 244,467 Convertible debt 692,715 346,133 Common stock warrants 8,880,554 6,263,607 Convertible preferred stock: Series D Convertible Preferred Stock 25,000 25,000 Series G Convertible Preferred Stock 26,857 26,857 Series H Convertible Preferred Stock 33,334 33,334 Series H2 Convertible Preferred Stock 70,000 70,000 Series J Convertible Preferred Stock 115,267 115,267 Series K Convertible Preferred Stock 229,334 229,334 Series AA Convertible Preferred Stock 7,518,622 5,195,400 17,938,753 12,549,399 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 $362,182 and $62,249 for the three months ended June 30, 2019 and 2018, respectively. The Company recognized stock-based compensation expense of $607,574 and $148,270 for the six months ended June 30, 2019 and 2018, 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, 2019 2018 2019 2018 Cost of sales $ 12,082 $ - $ 20,398 $ - Research and development 49,948 15,649 84,573 31,148 Selling and marketing 28,959 7,279 51,078 14,476 General and administrative 271,193 39,321 451,525 102,646 Total stock-based compensation expense $ 362,182 $ 62,249 $ 607,574 $ 148,270 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. The issuances of our convertible promissory notes and common stock purchase warrant are accounted for under the fair value and relative fair value method. The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative, then it is measured at fair value using the Black Scholes Option Model and recorded as a liability on the balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”). If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note. The convertible note is recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible promissory note is examined for any intrinsic beneficial conversion feature (“BCF”) of which the convertible price of the note is less than the closing stock price on date of issuance. If the relative fair value method is used to value the convertible promissory note and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The adjusted BCF value is accounted for as equity. The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes. At present, these equity features of the convertible promissory notes have been recorded at a discount to the convertible notes that is substantially equal to the proceeds received. Fair Value Measurements The Company follows the guidance of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. The Company employs a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2–Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. 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, 2019: Fair value measurements at June 30, 2019 Quoted Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - 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, 2018: Fair value measurements at December 31, 2018 using: December 31, 2018 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - Leases (Topic 842) The Company has early adopted ASU No. 2016-02, Leases (Topic 842). The amendment requires companies to recognize leased assets and liabilities on the balance sheet and to disclose key information regarding lease arrangements. This guidance is effective for annual periods, and interim periods within those annual periods, after December 15, 2018. Early application of this amendment is permitted for all entities. While we do not anticipate that going forward, leases will be material to our balance sheet, we chose to early-adopt as of December 31, 2018. We have one lease that is required to be included on our balance sheet under the new standard. This lease is an operating lease and, therefore, will have no income statement impact resulting from the adoption of this standard. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5) Commitments and Contingencies Operating Leases As disclosed in Note 4, the Company early adopted ASC 842 to our existing leases. The Company has elected to apply the short-term lease exception to leases of one year or less. Consequently, as a result of adoption of ASC 842, we recognized an operating liability of $136,385 with a corresponding Right-Of-Use (“ROU”) asset of the same amount based on present value of the minimum rental payments of the lease which is included in non-current assets and long-term liabilities in the consolidated balance sheet. The discount rate used for leases accounted for under ASC 842 is the Company’s estimated borrowing rate of 25%. Our corporate office is currently located at 14 Norfolk Avenue, South Easton, Massachusetts 02375. We are currently paying $6,950 per month, on a lease extension, signed on December 28, 2018, that expires December 31, 2019, for our corporate office. We expanded our space to include offices, a warehouse and a loading dock on the first floor starting May 1, 2017 with a monthly rent increase already reflected in the current payments. We extended our lease for our space in Medford, MA to December 30, 2020. The lease requires monthly payments of $7,130.50 subject to annual cost of living increases. The lease can be extended by the Company for an additional three years unless either party terminates at least six months prior to the expiration of the current lease term. Rental costs are expensed on a straight-line basis subject to future cost of living increases that are not known until the anniversary date of each year. During the six months ended June 30, 2019 and 2018 we incurred $91,463 and $92,216 in rent expense, respectively for the use of our corporate office and research and development facilities. Following is a schedule by years of future minimum rental payments required under operating leases with initial or remaining non-cancelable lease terms in excess of one year as of June 30, 2019: 2019 $ 84,483 2020 85,566 2021 2022 - Thereafter - $ 170,049 |
Convertible Debt and Other Debt
Convertible Debt and Other Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debt and Other Debt | 6) Convertible Debt and Other Debt Conversion of Notes We issued 5,075.40 shares of our Series AA Convertible Preferred Stock in satisfaction of $12,688,634 of convertible promissory notes, Revolving Note and short-term loans issued: Debt converted Current liabilities Convertible Debentures, face value $ 6,962,635 Revolving Note with interest 4,750,000 May 19, 2017 Promissory Note with interest 750,000 Other Notes with interest 226,000 Total debt converted during the year 2018 $ 12,688,635 Senior Secured Convertible Debentures and Warrants We entered into Subscription Agreements (the “Subscription Agreement”) with various individuals (each, a “Purchaser”) between July 23, 2015 and March 31, 2016, pursuant to which the Company sold Senior Secured Convertible Debentures (the “Debentures”) and warrants to purchase shares of common stock equal to 50% of the number of shares issuable pursuant to the subscription amount (the “Warrants”) for an aggregate purchase price of $6,329,549 (the “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. On September 11, 2017, we notified Debenture holders that their Debentures will be extended 180 days beyond the original maturity date as permitted in the Debenture agreement. We will continue to pay interest on the Debentures until the extended maturity date. We accounted for the Debenture extensions as debt modifications and not extinguishment of debt since the changes in fair value are not substantial in accordance with ASC 470-50. We started amortizing the remaining unamortized discount as of September 11, 2017 over the new term, which extends 180 days beyond the original maturity date. In connection with the Debentures issued, the Company issued warrants exercisable into a total of 376,759 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 if 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. On May 2, 2018, the Company entered into a Securities Purchase Agreement with an existing shareholder pursuant to which the Company sold an aggregate of 100 shares of Series AA Convertible Preferred Stock for an aggregate Purchase Price of $250,000. We issued to the shareholder a new warrant to purchase 100,000 shares of common stock with an exercise price of $3.50 per share and an expiration period of five years from the original issue date. The Company, pursuant to a price protection provision triggered on May 2, 2018 with the sale of Series AA Convertible Preferred Stock , amended the Debentures and Warrants to purchase Common Stock held by the Debenture Holders entered into between July 22, 2015 and March 31, 2016 as first disclosed in the Company’s Current Report on Form 8-K filed on July 28, 2015. The fair value of $207,899 relating to the reduction in exercise price was treated as a deemed dividend and recorded as a charge against additional paid-in capital within equity. The amended Debenture conversion price was exempt from revaluation because a beneficial conversion feature had already been recorded on the Debenture at issuance. Subject to the terms and conditions of the Warrants, at any time commencing six months from the Final Closing, the Company has the right to call the Warrants for cancellation if the volume weighted average price of its Common Stock on the OTCQB (or other primary trading market or exchange on which the Common Stock is then traded) equals or exceeds three times the per share exercise price of the Warrants for 15 out of 20 consecutive trading days. In connection with the Subscription Agreement and Debenture, the Company entered into Security Agreements with the Purchasers whereby the Company agreed to grant to Purchasers an unconditional and continuing, first priority security interest in all of the assets and property of the Company to secure the prompt payment, performance and discharge in full of all of Company’s obligations under the Debentures, Warrants and the other Transaction Documents. On May 14 and June 11, 2018, the Company signed letter agreements with the Debenture holders as explained below that discharged all of the Company’s obligations within the Debenture Agreement Conversion of Debentures On May 14, 2018, we entered into letter agreements (the “Letter Agreements”) with 22 investors (each a “Debenture Holder” and together the “Debenture Holders”) holding convertible debentures (collectively the “Debentures”) and warrants to purchase common stock (the “Debenture Warrants”) whereby the Debenture Holders agreed to convert a total of $6,220,500 in principal and original issue discount due them under the Debentures into 2,448.20 shares of Series AA Convertible Preferred Stock with a conversion price of $2.50 per share. The Debenture Holders were also: (a) issued amended Debenture Warrants such that the exercise price will be $3.50 per share; and (b) issued a new warrant with an exercise price of $3.50 per share to purchase 2,448,200 shares of common stock (the number of shares of common stock issuable upon conversion of the Series AA Convertible Preferred Stock shares received as a result of the Debenture conversions). The Debenture Holders also agreed to waive any and all defaults or events of default by the Company with respect to any failure by the Company to comply with any covenants contained in the Debentures. The fair value of $29,865 relating to the adjustment in exercise price was treated as a loan modification and recorded as a gain toward the extinguishment of debt. On June 11, 2018, the Company entered into additional Letter Agreements with 15 Debenture Holders whereby the Debenture Holders agreed to convert a total of $742,135 in principal and original issue discount due to them under the Debentures into 296.80 shares of Series AA Convertible Preferred Stock with a conversion price of $2.50 per share. The Debenture Holders were also: (a) issued amended Debenture Warrants such that the exercise price will be $3.50 per share; and (b) issued a new warrant with an exercise price of $3.50 per share to purchase 296,800 shares of common stock (the number of shares of common stock issuable upon conversion of the Series AA Convertible Preferred Stock shares received as a result of the Debenture conversions). The Debenture Holders also agreed to waive any and all defaults or events of default by the Company with respect to any failure by the Company to comply with any covenants contained in the Debentures. The fair value of $3,155 relating to the adjustment in exercise price was treated as a loan modification and recorded as a gain toward the extinguishment of debt. In connection with the above Debenture conversions and cancellation of the debt term, the Company recorded the full amount of the remaining unamortized Debenture discounts of $157,908 as interest expense by June 11, 2018. The Company recorded $287,676 of the Debenture discounts during 2018 through the cancellation date of June 11, 2018. On various dates for the six months ended June 30, 2018, the Company issued 25,243 shares of common stock based on the 10-day VWAP prior to quarter end to holders of the Debentures in payment of the quarterly interest accrued from the Debentures first anniversary date through December 31, 2017 for an aggregate amount of $95,121. We recognized a $5,101 gain on extinguishment of debt by calculating the difference of the shares valued on the issuance date and the amount of accrued interest through December 31, 2017. Convertible notes The Company, pursuant to a price protection provision triggered on May 2, 2018 with the sale of Series AA Convertible Preferred Stock, amended the conversion price of a March 12, 2018 loan to $2.50 per share. The fair value of $253,000, limited to the face value of the loan, relating to the reset in the conversion price was recorded as a debt discount and amortized as interest expense over the remaining loan term. On various dates during the six months ended June 30, 2019, the Company issued convertible notes for net proceeds of approximately $3.3 million which contained varied terms and conditions as follows: a) maturity dates ranging from 2 to 12 months; b) interest rates that accrue per annum ranging from 4% to 15%; c) convertible into the Company’s common stock at issuance at a fixed rate of $2.50 or convertible at variable conversion rates either after 6 months after issuance or in the event of a default. Certain of these notes were issued with shares of common stock or warrants to purchase common stock that were fair valued at issuance dates. The aggregate relative fair value of $167,359 of the shares of common stock to purchase common stock issued with the notes was recorded as a debt discount and amortized over the term of the notes. We then computed the effective conversion price of the notes, noting that no beneficial conversion feature exists. We also evaluated the convertible notes for derivative liability treatment and determined that the notes did not qualify for derivative accounting treatment as of June 30, 2019. The specific terms of the convertible notes that are outstanding as of June 30, 2019 are listed in the tables below. Inception Date Term Loan Outstanding Original Interest Conversion Deferred Discount February 15, 2018 1 6 months 100,000 100,000 - 15 % $ 7.50 9,000 10,474 May 17, 2018 1 12 months 380,000 380,000 15,200 8 % $ 7.50 15,200 43,607 May 30, 2018 1 2 months 150,000 100,000 - 8 % $ 7.50 - 6,870 June 8, 2018 1 6 months 50,000 50,000 2,500 15 % $ 7.50 2,500 3,271 June 12, 2018 1 6 months 100,000 100,000 - 5 % $ 7.50 5,000 - June 16, 2018 1 9 months 130,000 79,000 - 5 % - - - June 16, 2018 1 6 months 110,000 79,000 - 5 % - - - June 26, 2018 1 3 months 150,000 75,000 - 15 % $ 7.50 - 20,242 June 28, 2018 1 6 months 50,000 50,000 - 15 % $ 7.50 - 10,518 July 17, 2018 1 3 months 100,000 100,000 15,000 15 % $ 7.50 - 16,944 July 19, 2018 1 12 months 184,685 150,000 34,685 10 % $ 7.50 - - September 7, 2018 1 6 months 85,000 75,000 - 5 % - - 4,364 October 19, 2018 2 6 months 100,000 100,000 - 5 % $ 7.50 November 13, 2018 1 6 months 200,000 200,000 - 15 % $ 7.50 - 30 ,026 January 2, 2019 12 months 125,000 125,000 - 4 % $ 7.50 6,250 6,620 January 9, 2019 12 months 105,000 105,000 - 4 % $ 7.50 5,000 2,416 January 9, 2019 12 months 118,750 118,750 - 5 % $ 7.50 8,750 - January 11, 2019 9 months 103,000 103,000 - 8 % - 3,000 - January 31, 2019 12 months 100,000 100,000 - 6 % $ 7.50 5,000 - January 31, 2019 12 months 108,000 108,000 8,000 4 % $ 7.50 3,000 - February 8, 2019 12 months 237,500 237,500 14,750 5 % $ 7.50 7,000 - February 21, 2019 12 months 215,000 215,000 - 4 % $ 7.50 15,000 18,582 February 22, 2019 12 months 65,500 65,000 6,500 5 % $ 7.50 2,000 4,198 February 22, 2019 9 months 115,563 115,563 8,063 7 % $ 7.50 2,500 - February 27, 2019 10 months 103,000 103,000 - 8 % - 3,000 - March 18, 2019 6 months 100,000 100,000 - 4 % $ 7.50 - 10,762 March 19, 2019 12 months 131,250 131,250 - 4 % $ 7.50 6,250 4,509 June 4, 2019 9 months 500,000 500,000 - 8 % $ 7.50 40,500 70,631 May 15, 2019 12 months 75,000 75,000 7,500 5 % $ 7.50 2,000 4,235 May 28, 2019 12 months 115,500 115,500 5,500 8 % $ 2 .75 - 11,177 May 14, 2019 12 months 100,000 100,000 - 6 % $ 7.50 2,000 - April 30, 2019 12 months 105,000 105,000 - 4 % $ 7.50 5,000 3,286 June 19, 2019 12 months 105,000 105,000 - 4 % $ 7.50 5,000 2,646 April 9, 2019 12 months 118,800 118,800 8,800 4 % $ 7.50 3,000 - May 6, 2019 12 months 150,000 150,000 - 6 % $ 7.50 7,500 3,534 May 7, 2019 6 months 155,000 155,000 5,000 0 % $ 7.50 - 12,874 April 23, 2019 10 months 103,000 103,000 - 8 % $ 7.50 3,000 - May 17, 2019 10 months 103,000 103,000 - 8 % $ 7.50 3,000 - April 10, 2019 1 3 months 75,000 75,000 - 5 % $ 7.50 - 13,017 May 20, 2019 3 months 100,000 100,000 - 5 % $ 7.50 - 13,439 June 7, 2019 6 months 125,000 125,000 - 5 % $ 7.50 - 18,254 $ 5,447,548 $ 5,195,363 $ 131,498 $ 169,450 $ 346,496 1) The notes were extended for an additional term. 2) The note is currently past due. The Company and the lender are negotiating in good faith to extend the loan with no penalty other than payment of interest owed. For the six months ended June 30, 2019, the Company recognized amortization expense related to the debt discounts indicated above of $101,752. The unamortized debt discounts as of June 30, 2019 related to the convertible debentures and other convertible notes amounted to $310,306. Revolving Note Payable and May 19, 2017 Promissory Note On October 28, 2016, an accredited investor (the “Investor”) purchased from us a promissory note in the aggregate principal amount of up to $2,000,000 (the “Revolving Note”) due and payable on the earlier of October 28, 2017 (the “Maturity Date”) or on the seventh business day after the closing of a Qualified Offering (as defined in the Revolving Note). Although the Revolving Note is dated October 26, 2016, the transaction did not close until October 28, 2016, when we received its initial $250,000 advance pursuant to the Revolving Note. As a result, on the same day and pursuant to the Revolving Note, we issued to the Investor a Common Stock Purchase Warrant to purchase 20,834 shares of our common stock at an exercise price per share equal to $12.00 per share. The Investor is obligated to provide us with advances of $250,000 under the Revolving Note, but the Investor shall not be required to advance more than $250,000 in any individual fifteen (15) day period and no more than $500,000 in the thirty (30) day period immediately following the date of the initial advance. We received $3,500,000 pursuant to the Revolving Note as amended of which $2,070,000 net proceeds was received in 2017 and we issued to the Investor warrants to purchase 291,667 shares of our Common Stock at an exercise price per share equal to $12.00 per share. The terms of the Warrants are identical except for the exercise date, issue date, and termination date which are based on the advance 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 of $149,018 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. The Revolving Note was amended on August 18, 2017 to increase the aggregate principal amount to $3,500,000 with all other terms unchanged. The Revolving Note, previously amended, was further amended on January 30, 2018 to increase the aggregate principal amount to $4,000,000 with all other terms unchanged. In the event that a Qualified Offering had occurred after July 25, 2017, but prior to the Maturity Date, within seven (7) Business Days of the closing of the Qualified Offering, the Company was to 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” means the completion of a public offering of the Company’s securities pursuant to which the Company receives aggregate gross proceeds of at least Seven Million United States Dollars (US$7,000,000) in consideration of the purchase of its securities and resulting in, pursuant to the effectiveness of the registration statement for such offering, the Company’s common stock being traded on the NASDAQ Capital Market, NASDAQ Global Select Market or the New York Stock Exchange. A Qualified Offering did not occur on or prior to the Maturity Date. Interest on the principal balance of the Revolving Note and fees of $95,000 were converted into 38 shares of Series AA Convertible Preferred Stock with a conversion price of $2.50 per share as discussed below. Broker fees amounting to $336,500, the one-time interest of $400,000 and the relative fair value of the 333,334 warrants issued to the Investor amounting to $1,266,691 were recorded as debt discounts and amortized over the term of the revolving note. The unamortized debt discounts related to the Revolving Note were fully amortized as of December 31, 2017. The finance costs from advances after December 31, 2017 were charged to interest expense directly because the maturity date had passed. On May 19, 2017, we received a 45-day non-convertible loan of $630,000 from the Investor. The loan provided guaranteed interest of $63,000 and had an origination fee of $32,000. We paid a broker $31,500 in connection with this loan. Conversion of October 26, 2016 Revolving Note and May 19, 2017 Promissory Note On June 11, 2018, the Company entered into a Letter Agreement with the Investor to convert a total of $5,500,000 in principal and interest due to the Investor pursuant to the Revolving Note and the May 19, 2017 promissory note into 2,200 shares of Series AA Convertible Preferred Stock with a conversion price of $2.50 per share. The Company also amended the Line of Credit Warrants held by the Investor. The Company lowered the Line of Credit Warrants’ exercise price from $12.00 per share to $3.50 per share. The fair value of $82,904 relating to the reduction in exercise price was treated as a loan modification and recorded as a charge against the extinguishment of debt. The Company also issued a new warrant to the Investor with an exercise price of $3.50 per share to purchase 2,200,000 shares of common stock (the number of shares of common stock issuable upon conversion of the Series AA Convertible Preferred Stock shares received as a result of the conversion of a total of $5,500,000). In connection with the Letter Agreement, the Investor also waived $520,680 of interest and fees owed as of September 30, 2018. We recognized $520,680 as a gain on extinguishment of debt. Convertible Loan Modifications and Extinguishments We refinanced certain convertible loans during the six months ended June 30, 2019 at substantially the same terms for extensions of ranging from three to six months. We amortized any remaining unamortized debt discount as of the modification date over the remaining, extended term of the new loans. We applied ASC 470 of modification accounting to the debt instruments which were modified during the quarter or those settled with new notes issued concurrently for the same amounts but different maturity dates. The terms such as the interest rate, prepayment penalties, and default rates will be the same over the new extensions. According to ASC 470, an exchange of debt instruments between or a modification of a debt instrument by a debtor and a creditor in a nontroubled debt situation is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10 percent, the debt instruments are not considered to be substantially different and will be accounted for as modifications. The cash flows of new debt exceeded 10% of the remaining cash flows of the original debt on seven loans in the first half of 2019. We recorded losses on debt extinguishment of $147,271 for the six months ended June 30, 2019 by calculating the difference of the fair value of the new debt and the carrying value of the old debt. The loss was primarily from the fair value of common stock issued in connection with these refinancings and cash fees paid. As discussed in the Related Party note below, the Company’s Chief Executive Officer is personally guaranteeing $552,000 of convertible debt of which $178,000 is outstanding as of June 30, 2019. The following table provides a summary of the changes in convertible debt and revolving note payable, net of unamortized discounts, during 2019: 2019 Balance at January 1, $ 4,000,805 Issuance of convertible debt, face value 3,557,363 Deferred financing cost (257,134 ) Debt discount from shares issued with the notes (212,061 ) Payments (2,533,985 ) Accretion of interest and amortization of debt discount to interest expense 280,078 Balance at June 30, 4,835,066 Less: current portion 4,835,066 Convertible debt, long-term portion $ - Other Notes In March 2018, we received non-convertible loans totaling $150,000 from private investors. The loans include one-year term and 10% guaranteed interest. We converted these loans into Series AA Convertible Preferred Stock and common stock warrants. See below. In April 2018, we received a non-convertible loan for $10,000 from a private investor. The loan includes a one-year term and 10% guaranteed interest. We converted this loan into Series AA Convertible Preferred Stock and common stock warrants . See below. In January 2019, we received a non-convertible loan for $50,000 from a private investor. The loan includes a six-month term and 15% guaranteed interest. On January 1, 2019, the Company and the holder of the $170,000 convertible loan issued in May 2017 agreed to extend the terms of the loan until September 30, 2019. The Company agreed to issue 1,200 shares of its common stock per month while the note remains outstanding. The loan will continue to earn 10% annual interest. On February 28, 2019 we signed a Merchant Agreement with a lender. Under the agreement we received $600,000, of which approximately $349,000 was used to pay off the outstanding balances on two merchant agreements, in exchange for rights to all customer receipts until the lender is paid $804,000, which is collected at the rate of $4,020.00 per business day. The $240,000 imputed interest will be recorded as interest expense when paid each day. Fees of $6,000 were deducted from the initial advance. The payments were secured by second position rights to all customer receipts until the loan has been paid in full. On April 19, 2019 we signed a Merchant Agreement with a lender. Under the agreement we received $200,000, of which approximately in exchange for rights to all customer receipts until the lender is paid $272,000, which is collected at the rate of $1,360.00 per business day. The $72,000 imputed interest will be recorded as interest expense when paid each day. Fees of $3,000 were paid. The payments were secured by second position rights to all customer receipts until the loan has been paid in full. On May 8, 2019 we signed a Merchant Agreement with a lender. Under the agreement we received $125,000, of which approximately in exchange for rights to all customer receipts until the lender is paid $170,000, which is collected at the rate of $1,000.00 per business day. The $45,000 imputed interest will be recorded as interest expense when paid each day. Fees of $2,500 were paid. The payments were secured by second position rights to all customer receipts until the loan has been paid in full. On June 19, 2019 we signed a Merchant Agreement with a lender. Under the agreement we received $250,000, of which approximately in exchange for rights to all customer receipts until the lender is paid $342,500, which is collected at the rate of $1,902.77 per business day. The $92,500 imputed interest will be recorded as interest expense when paid each day. Fees of $5,000 were paid. The payments were secured by second position rights to all customer receipts until the loan has been paid in full. Merchant Agreements We have signed various Merchant Agreements which entitle the lenders to our customer receipts. We accounted for the Merchant Agreements as loans under ASC 860 because while we provided rights to current and future receipts, we still had control over the receipts. The following table shows our Merchant Agreements as of June 30, 2019. Inception Date Purchase Price Purchased Amount Outstanding Balance Daily Payment Deferred Finance Fees December 18, 2018 250,000 335,000 - 1,675.00 3,912 February 28, 2019 600,000 804,000 388,965 4,020.00 6,000 April 19, 2019 200,000 272,000 163,063 1,360.00 3,000 May 8, 2019 125,000 170,000 105,413 1,000.00 2,500 June 19, 2019 250,000 342,500 244,059 1,902.77 5,000 $ 1,425,000 $ 1,923,500 $ 901,500 $ 20,412 We amortized $17,250 and $55,811 of debt discounts during the six months ended June 30, 2019 and 2018, respectively for all non-convertible notes. The total unamortized discount for all non-convertible notes as of June 30, 2019 was $13,833. The Company’s Chief Executive Officer is personally guaranteeing $901,500 of loans outstanding as of June 30, 2019. These loans include debt through certain merchant agreements. Conversion of Non-Convertible Notes On June 11, 2018, the Company entered into Letter Agreements with certain private investors to convert a total of $176,000 in principal and interest due to the private investors pursuant to certain loan documents into 70.4 shares of Series AA Convertible Preferred Stock with a conversion price of $2.50 per share and warrants to purchase 70,400 shares of common stock and an expiration period of five years from the original issue date. Related Party Notes On March 14, 2018, we received a one-year, non-convertible loan of $50,000 from a related party (a member of the Company’s Board of Directors). This loan is included in net proceeds from non-convertible debt in the Statement of Cash Flows. The amount of $50,000 was converted on June 11, 2018 into 20 shares of Series AA Convertible Preferred Stock and a Warrant to purchase 20,000 shares of common stock and an expiration period of five years from the original issue date. The $7,500 guaranteed interest on the loan was recorded as a debt discount and amortized over the term of the debt. The interest is outstanding as of June 30, 2019. On June 11, 2018, the Company entered into a Letter Agreement with one non-employee member of the Board, to convert $50,000 in principal due to the board member pursuant to a certain loan document into 20 shares of Series AA Convertible Preferred Stock with a conversion price of $2.50 per share and warrants to purchase 20,000 shares of common stock and an expiration period of five years from the original issue date. In June 2018, we received a non-convertible loan of $15,000 from a private investor. The loan includes a one-year term and 10% guaranteed interest. This loan remains outstanding as of June 30, 2019. During the six months ended June 30, 2019, we received short-term non-convertible loans of $125,000 from related parties (a member of the Company’s Board of Directors and Company Officers). The loans were repaid in full as of June 30, 2019. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2019 | |
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 12) 10,000 shares have been designated as Series AA Convertible Preferred Stock (“ Series AA As of June 30, 2019, 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, 2018 for the pertinent disclosures of preferred stock. Series AA Convertible Preferred Stock and Warrants During the six months ended June 30, 2019, the Company entered into Securities Purchase Agreements with shareholders pursuant to which the Company sold an aggregate of 1,018.8 shares of Series AA Convertible Preferred Stock, each preferred share convertible into 1,000 shares of the Company’s common stock, par value $0.01 per share, for an aggregate Purchase Price of $2,547,000. Each share of Series AA Convertible Preferred Stock will receive a cumulative dividend at the annual rate of eight percent (8%) payable quarterly commencing on March 31, 2019 on those shares of Series AA Convertible Preferred Stock purchased from the Company. Broker fees amounted to $254,700. We issued to the shareholders warrants to purchase 1,018,800 shares of common stock with an exercise price of $3.50 per share. The Warrant will expire on the fifth-year anniversary after issuance. The exercise price is also subject to adjustment in the event that we issue any shares of common stock or common stock equivalents at a per share price that is lower than the exercise price for the Series AA Warrants then in effect. Upon any such issuance, subject to certain exceptions, the exercise price will be reduced to the per share price at which such shares of common stock or common stock equivalents are issued. 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. The Plan expired and on July 18, 2018, the outstanding options to acquire 32,605 shares were transferred as discussed below to one of the other plans. At the Company’s December 12, 2013 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, 2019, options to acquire 347,070 shares were outstanding under the Plan with 2,633,266 shares available for future grant under the 2013 Plan. On July 18, 2018, the Board of Directors approved the immediate termination of 244,467 outstanding stock options held by current officers, employees and board members (32,605 stock options under the 2005 Plan, 81,925 stock options under the 2013 Plan, and 129,937 stock options under the 2015 Plan) and the issuance of new stock options to the same holders with an exercise price of $3.40 per share equal to the closing market price on July 18, 2018 and an expiration date of July 18, 2028. The new stock options for board members will vest 1/12th per month for 12 months. The new stock options for officers and employees will vest 1/36th per month for 36 months. The 2005 Plan expired in 2015 so of the 32,605 terminated stock options, 16,641 stock options were issued under the 2013 Plan and 15,964 stock options were issued under the 2015 Plan (in addition to the reissuance of 81,925 stock options under the 2013 Plan, and 129,937 stock options under the 2015 Plan). The Board of Directors also awarded 101,267 stock options to officers, employees and board members separately based on the annual compensation committee recommendation. Of the 101,267 stock options issued, 51,934 stock options were issued under the 2013 Plan and 49,333 stock options were issued under the 2015 Plan. On November 5, 2018 the Board of Directors approved the closing of the 2015 Plan and moved the 203,734 options outstanding in the 2015 Plan into the 2013 Plan which was then the only option plan still active. The unamortized expense related to this transfer is $108,400 which will be amortized over the remaining life of the options. We evaluated this exchange and concluded that it was a modification under ASU 2017-09. Under ASU 2017-09, a cancelled equity award accompanied by the concurrent grant of (or offer to grant) a replacement award or other valuable consideration shall be accounted for as a modification of the terms of the cancelled award. Therefore, incremental compensation cost shall be measured as the excess of the fair value of the replacement award or other valuable consideration over the fair value of the cancelled award at the cancellation date in accordance with paragraph ASC 718-20-35-3. The total compensation cost measured at the date of a cancellation and replacement shall be the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date plus the incremental cost resulting from the cancellation and replacement. The compensation value created by the termination and issuance of new stock options, as determined under the Black Scholes method, was approximately $759,469 and under ASU 2017-09 results in a non-cash expense in current and future periods not to exceed the vesting periods of the stock options. As of June 30, 2019, total unrecognized compensation cost related to the unvested stock-based awards was $514,671, which is expected to be recognized over weighted average period of 1.03 years. The aggregate intrinsic value associated with the options outstanding and exercisable and the aggregate intrinsic value associated with the warrants outstanding and exercisable as of June 30, 2019, based on the June 28, 2019 closing stock price of $3.00, was zero. 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, 12/31/18 366,734 $ 3.39 7,764,821 $ 3.50 8,131,555 7,792,570 Granted - - 1,120,734 3.50 1,120,734 Exercised - - - - - Expired - - (5,001 ) 16.50 (5,001 ) Forfeited (19,664 ) 3.40 - - (19,664 ) Balance outstanding, 6/30/2019 347,070 $ 3.39 8,880,554 $ 3.54 9,227,624 9,031,973 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 $ 2.00 - $3.40 347,070 9.3 $ 3.39 151,419 9.3 $ 3.40 $ 2.00 - $3.40 347,070 9.3 $ 3.39 151,419 9.3 $ 3.40 Common Stock Issuances During the six months ended June 30, 2018, we issued to Debenture holders 25,243 shares of common stock for quarterly interest of $95,121 issued in stock in lieu of cash. Of the 25,243 shares issued, 1,092 shares were issued to members of the Company’s Board of Directors, who are also Debenture holders. On various dates during the six months ended June 30, 2018 the Company issued a total of 194,236 shares of restricted common stock at a fair value of $949,952 to accredited investors. 7,000 of the shares with a fair value of $28,490 were issued to existing holders of convertible loans who agreed to extend the terms of the loans for another six months; 51,160 shares with a fair value of $178,545 were issued in conjunction with the signing of new convertible loans; and 110,833 shares with a fair value of $652,894 were issued in connection with a letter agreement dated June 11, 2018. During the six months ended June 30, 2019, we issued to Series AA holders 42,456 shares of common stock for dividends totaling of $105,941 issued in stock in lieu of cash. Of the 42,456 shares issued, 3,780 shares were issued to members of the Company’s Board of Directors, who are also Series AA holders. On various dates during the six months ended June 30, 2019 the Company issued a total of 205,432 shares of restricted common stock at a fair value of $641,211 to accredited investors. 65,377 of the shares with a fair value of $156,322 were issued to existing holders of convertible loans who agreed to extend the terms of the loans for another six months; 47,599 shares with a fair value of $156,322 were issued in conjunction with the signing of new convertible loans; and 50,000 shares with a fair value of $168,000 were issued for services rendered. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8) Subsequent Events From July 1, 2019 through August 13, 2019 the Company issued Convertible notes for a total of $530,000. The notes required 6,440 shares of the Company’s common stock to be issued and included interest at rates ranging from 4% to 8% and are for terms of nine to twelve months. The Company also extended nine notes (see below schedule). From July 1, 2019 through August 13, 2019 the Company issued 246.8 shares of Series AA Convertible Preferred Stock at $2,500 per share and received $555,300 net of $61,700 of broker fees. For every $2,500 invested, the investor received one share of Series AA Convertible Preferred Stock convertible into 1,000 shares of Common Stock and 1,000 warrants to purchase Common Stock at $3.50 per share and an expiration period of five years from the original issue date. Convertible Loan Modifications and Extinguishments Subsequent to June 30, 2019, the Company modified or paid off the following loans: Loan inception date Principal Modification Principal and interest paid Extinguished January 3, 2019 $ 50,000 July 3, 2019 $ 12,500 Extended to January 3, 2020 February 9, 2019 100,000 August 9, 2019 9,000 5 day automatic extension to August 16, 2019 February 26, 2019 86,250 July 26, 2019 8,625 Extended to August 26, 2019 April 10, 2019 86,250 July 10, 2019 8,625 Extended to August 10, 2019 April 19, 2019 150,000 July 19, 2019 2 2,500 Extended to October 19, 2019 May 1, 2019 100,000 August 1, 2019 25,000 Extended to November 1, 2019 June 15, 2019 115,000 July 15, 2019 11,500 Extended to August 15, 2019 May 15, 2019 220,000 July 17, 2019 22,000 Extended to August 17, 2019 April 17, 2019 105,000 July 23, 2019 10,500 Extended to August 23, 2019 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to our current year presentation. |
Recent Accounting Standards | Recent Accounting Standards In July 2018, the FASB issued ASU 2018-07, Compensation- Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting as an amendment and update expanding the scope of Topic 718 |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with FASB ASC 606, ASC 606, Revenue from Contracts with Customers, ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers We identify a performance obligation as distinct if both the following criteria are true: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Determining the standalone selling price (“SSP”) and allocation of consideration from a contract to the individual performance obligations, and the appropriate timing of revenue recognition, is the result of significant qualitative and quantitative judgments. Management considers a variety of factors such as historical sales, usage rates, costs, and expected margin, which may vary over time depending upon the unique facts and circumstances related to each performance obligation in making these estimates. While changes in the allocation of the SSP between performance obligations will not affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which would have a material effect on our financial position and result of operations. This is because the contract consideration is allocated to each performance obligation, delivered or undelivered, at the inception of the contract based on the SSP of each distinct performance obligation. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are in included in cost of revenues as consistent with treatment in prior periods. Our current Barocycler® instruments require a basic level of instrumentation expertise to set-up for initial operation. To support a favorable first experience for our customers, upon customer request, and for an additional fee, will send a highly trained technical representative to the customer site to install Barocycler®s that we sell, lease, or rent through our domestic sales force. The installation process includes uncrating and setting up the instrument, followed by introductory user training. Our sales arrangements do not provide our customers with a right of return. Any shipping costs billed to customers are recognized as revenue. The majority of our instrument and consumable contracts contain pricing that is based on the market price for the product at the time of delivery. Our obligations to deliver product volumes are typically satisfied and revenue is recognized when control of the product transfers to our customers. Concurrent with the transfer of control, we typically receive the right to payment for the shipped product and the customer has significant risks and rewards of ownership of the product. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. We apply ASC 845, “Accounting for Non-Monetary Transactions”, to account for products and services sold through non-cash transactions based on the fair values of the products and services involved, where such values can be determined. Non-cash exchanges would require revenue to be recognized at recorded cost or carrying value of the assets or services sold if any of the following conditions apply: a) The fair value of the asset or service involved is not determinable. b) The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange. c) The transaction lacks commercial substance. We currently record revenue for its non-cash transactions at recorded cost or carrying value of the assets or services sold. In accordance with FASB ASC 842, Leases We record revenue over the life of the lease term and we record depreciation expense on a straight-line basis over the thirty-six-month estimated useful life of the Barocycler® instrument. The depreciation expense associated with assets under lease agreement is included in the “Cost of PCT products and services” line item in our accompanying consolidated statements of operations. Many of our lease and rental agreements allow the lessee to purchase the instrument at any point during the term of the agreement with partial or full credit for payments previously made. We pay all maintenance costs associated with the instrument during the term of the leases. Revenue from government grants is recorded when expenses are incurred under the grant in accordance with the terms of the grant award. Deferred revenue represents amounts received from grants and service contracts for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. Revenue from service contracts is recorded ratably over the length of the contract. Disaggregation of revenue In the following table, revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition. In thousands of US dollars ($) Three Months Ended June 30, Six Months Ended June 30, Primary geographical markets 2019 2018 2019 2018 North America 368 351 592 716 Europe 54 64 94 219 Asia 97 224 343 315 519 639 1,029 1,250 Three Months Ended Six Months Ended Major products/services lines 2019 2018 2019 2018 Hardware 212 397 352 817 Grants 0 20 0 45 Consumables 91 64 153 139 Contract research services 111 67 349 67 Sample preparation accessories 35 47 35 96 Technical support/extended service contracts 28 22 67 50 Shipping and handling 14 16 19 28 Other 28 6 54 8 519 639 1,029 1,250 Three Months Ended Six Months Ended Timing of revenue recognition 2019 2018 2019 2018 Products transferred at a point in time 506 609 1,007 1,185 Products and services transferred over time 13 30 22 65 519 639 1,029 1,250 Contract balances In thousands of US dollars ($) June 30, 2019 December 31, 2018 Receivables, which are included in ‘Accounts Receivable’ 411 475 Contract liabilities (deferred revenue) 58 58 Transaction price allocated to the remaining performance obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. In thousands of US dollars ($) 2019 2020 2021 Total Extended warranty service 26 32 - 58 All consideration from contracts with customers is included in the amounts presented above. Contract Costs The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. The costs to obtain a contract are recorded immediately in the period when the revenue is recognized either upon shipment or installation. The costs to obtain a service contract are considered immaterial when spread over the life of the contract so the Company records the costs immediately upon billing. |
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 | 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, 2019 and 2018. For the Three Months Ended June 30, 2019 2018 Top Five Customers 47 % 54 % Federal Agencies 9 % 12 % For the Six Months Ended June 30, 2019 2018 Top Five Customers 55 % 38 % Federal Agencies 14 % 8 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of June 30, 2019 and December 31, 2018. The Top Five Customers category may include federal agency receivable balances if applicable. June 30, 2019 December, 31, 2018 Top Five Customers 60 % 54 % Federal Agencies 5 % 5 % 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 and maintain 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. |
Investment in Equity Securities | Investment in Equity Securities As of June 30, 2019, we held 100,250 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 321 “Investments —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 shares of common stock outstanding. Diluted loss per share is computed by dividing loss available to common shareholders by the weighted average number of shares of common stock outstanding plus additional shares of common stock that would have been outstanding if dilutive potential shares of common stock 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, 2019 and 2018: For the Three Months Ended For the Six Months Ended June 30, June 30, 2019 2018 2019 2018 Numerator: Net loss $ (2,766,842 ) $ (2,281,232 ) $ (4,822,015 ) $ (4,512,886 ) Deemed dividend on down round feature - (213,012 ) - (213,012 ) Deemed dividend on beneficial conversion feature (889,532 ) (10,532,291 ) (1,949,731 ) (10,532,291 ) Preferred stock dividends (420,489 ) (95,879 ) (776,098 ) (95,879 ) Net loss applicable to common shareholders $ (4,076,863 ) $ (13,122,414 ) $ (7,547,844 ) $ (15,354,068 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 1,837,913 1,426,698 1,780,881 1,395,187 Loss per common share – basic and diluted $ (2.22 ) $ (9.20 ) $ (4.24 ) $ (11.01 ) 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 H2 Convertible Preferred Stock, Series J Convertible Preferred Stock, Series K Convertible Preferred Stock and Series AA Convertible Preferred Stock are presented below as if they were converted into shares of common stock according to the conversion terms. As of June 30, 2019 2018 Stock options 347,070 244,467 Convertible debt 692,715 346,133 Common stock warrants 8,880,554 6,263,607 Convertible preferred stock: Series D Convertible Preferred Stock 25,000 25,000 Series G Convertible Preferred Stock 26,857 26,857 Series H Convertible Preferred Stock 33,334 33,334 Series H2 Convertible Preferred Stock 70,000 70,000 Series J Convertible Preferred Stock 115,267 115,267 Series K Convertible Preferred Stock 229,334 229,334 Series AA Convertible Preferred Stock 7,518,622 5,195,400 17,938,753 12,549,399 |
Accounting for Stock-Based Compensation Expense | 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 $362,182 and $62,249 for the three months ended June 30, 2019 and 2018, respectively. The Company recognized stock-based compensation expense of $607,574 and $148,270 for the six months ended June 30, 2019 and 2018, 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, 2019 2018 2019 2018 Cost of sales $ 12,082 $ - $ 20,398 $ - Research and development 49,948 15,649 84,573 31,148 Selling and marketing 28,959 7,279 51,078 14,476 General and administrative 271,193 39,321 451,525 102,646 Total stock-based compensation expense $ 362,182 $ 62,249 $ 607,574 $ 148,270 |
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. The issuances of our convertible promissory notes and common stock purchase warrant are accounted for under the fair value and relative fair value method. The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative, then it is measured at fair value using the Black Scholes Option Model and recorded as a liability on the balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”). If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note. The convertible note is recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible promissory note is examined for any intrinsic beneficial conversion feature (“BCF”) of which the convertible price of the note is less than the closing stock price on date of issuance. If the relative fair value method is used to value the convertible promissory note and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The adjusted BCF value is accounted for as equity. The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes. At present, these equity features of the convertible promissory notes have been recorded at a discount to the convertible notes that is substantially equal to the proceeds received. |
Fair Value Measurements | Fair Value Measurements The Company follows the guidance of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. The Company employs a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2–Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. 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, 2019: Fair value measurements at June 30, 2019 Quoted Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - 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, 2018: Fair value measurements at December 31, 2018 using: December 31, 2018 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - Leases (Topic 842) The Company has early adopted ASU No. 2016-02, Leases (Topic 842). The amendment requires companies to recognize leased assets and liabilities on the balance sheet and to disclose key information regarding lease arrangements. This guidance is effective for annual periods, and interim periods within those annual periods, after December 15, 2018. Early application of this amendment is permitted for all entities. While we do not anticipate that going forward, leases will be material to our balance sheet, we chose to early-adopt as of December 31, 2018. We have one lease that is required to be included on our balance sheet under the new standard. This lease is an operating lease and, therefore, will have no income statement impact resulting from the adoption of this standard. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | In the following table, revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition. In thousands of US dollars ($) Three Months Ended June 30, Six Months Ended June 30, Primary geographical markets 2019 2018 2019 2018 North America 368 351 592 716 Europe 54 64 94 219 Asia 97 224 343 315 519 639 1,029 1,250 Three Months Ended Six Months Ended Major products/services lines 2019 2018 2019 2018 Hardware 212 397 352 817 Grants 0 20 0 45 Consumables 91 64 153 139 Contract research services 111 67 349 67 Sample preparation accessories 35 47 35 96 Technical support/extended service contracts 28 22 67 50 Shipping and handling 14 16 19 28 Other 28 6 54 8 519 639 1,029 1,250 Three Months Ended Six Months Ended Timing of revenue recognition 2019 2018 2019 2018 Products transferred at a point in time 506 609 1,007 1,185 Products and services transferred over time 13 30 22 65 519 639 1,029 1,250 |
Schedule of Contract Balances | Contract balances In thousands of US dollars ($) June 30, 2019 December 31, 2018 Receivables, which are included in ‘Accounts Receivable’ 411 475 Contract liabilities (deferred revenue) 58 58 |
Schedule of Future Related to Performance Obligations | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. In thousands of US dollars ($) 2019 2020 2021 Total Extended warranty service 26 32 - 58 |
Schedule 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, 2019 and 2018. For the Three Months Ended June 30, 2019 2018 Top Five Customers 47 % 54 % Federal Agencies 9 % 12 % For the Six Months Ended June 30, 2019 2018 Top Five Customers 55 % 38 % Federal Agencies 14 % 8 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of June 30, 2019 and December 31, 2018. The Top Five Customers category may include federal agency receivable balances if applicable. June 30, 2019 December, 31, 2018 Top Five Customers 60 % 54 % Federal Agencies 5 % 5 % |
Schedule 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, 2019 and 2018: For the Three Months Ended For the Six Months Ended June 30, June 30, 2019 2018 2019 2018 Numerator: Net loss $ (2,766,842 ) $ (2,281,232 ) $ (4,822,015 ) $ (4,512,886 ) Deemed dividend on down round feature - (213,012 ) - (213,012 ) Deemed dividend on beneficial conversion feature (889,532 ) (10,532,291 ) (1,949,731 ) (10,532,291 ) Preferred stock dividends (420,489 ) (95,879 ) (776,098 ) (95,879 ) Net loss applicable to common shareholders $ (4,076,863 ) $ (13,122,414 ) $ (7,547,844 ) $ (15,354,068 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 1,837,913 1,426,698 1,780,881 1,395,187 Loss per common share – basic and diluted $ (2.22 ) $ (9.20 ) $ (4.24 ) $ (11.01 ) |
Schedule 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 Convertible Preferred Stock, Series H2 Convertible Preferred Stock, Series J Convertible Preferred Stock, Series K Convertible Preferred Stock and Series AA Convertible Preferred Stock are presented below as if they were converted into shares of common stock according to the conversion terms. As of June 30, 2019 2018 Stock options 347,070 244,467 Convertible debt 692,715 346,133 Common stock warrants 8,880,554 6,263,607 Convertible preferred stock: Series D Convertible Preferred Stock 25,000 25,000 Series G Convertible Preferred Stock 26,857 26,857 Series H Convertible Preferred Stock 33,334 33,334 Series H2 Convertible Preferred Stock 70,000 70,000 Series J Convertible Preferred Stock 115,267 115,267 Series K Convertible Preferred Stock 229,334 229,334 Series AA Convertible Preferred Stock 7,518,622 5,195,400 17,938,753 12,549,399 |
Schedule 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, 2019 2018 2019 2018 Cost of sales $ 12,082 $ - $ 20,398 $ - Research and development 49,948 15,649 84,573 31,148 Selling and marketing 28,959 7,279 51,078 14,476 General and administrative 271,193 39,321 451,525 102,646 Total stock-based compensation expense $ 362,182 $ 62,249 $ 607,574 $ 148,270 |
Schedule of Assets and 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, 2019: Fair value measurements at June 30, 2019 Quoted Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - 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, 2018: Fair value measurements at December 31, 2018 using: December 31, 2018 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments Required Under Operating Leases | Following is a schedule by years of future minimum rental payments required under operating leases with initial or remaining non-cancelable lease terms in excess of one year as of June 30, 2019: 2019 $ 84,483 2020 85,566 2021 2022 - Thereafter - $ 170,049 |
Convertible Debt and Other De_2
Convertible Debt and Other Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | Debt converted Current liabilities Convertible Debentures, face value $ 6,962,635 Revolving Note with interest 4,750,000 May 19, 2017 Promissory Note with interest 750,000 Other Notes with interest 226,000 Total debt converted during the year 2018 $ 12,688,635 |
Schedule of Convertible Debts and Outstanding Balances | The specific terms of the convertible notes that are outstanding as of June 30, 2019 are listed in the tables below. Inception Date Term Loan Outstanding Original Interest Conversion Deferred Discount February 15, 2018 1 6 months 100,000 100,000 - 15 % $ 7.50 9,000 10,474 May 17, 2018 1 12 months 380,000 380,000 15,200 8 % $ 7.50 15,200 43,607 May 30, 2018 1 2 months 150,000 100,000 - 8 % $ 7.50 - 6,870 June 8, 2018 1 6 months 50,000 50,000 2,500 15 % $ 7.50 2,500 3,271 June 12, 2018 1 6 months 100,000 100,000 - 5 % $ 7.50 5,000 - June 16, 2018 1 9 months 130,000 79,000 - 5 % - - - June 16, 2018 1 6 months 110,000 79,000 - 5 % - - - June 26, 2018 1 3 months 150,000 75,000 - 15 % $ 7.50 - 20,242 June 28, 2018 1 6 months 50,000 50,000 - 15 % $ 7.50 - 10,518 July 17, 2018 1 3 months 100,000 100,000 15,000 15 % $ 7.50 - 16,944 July 19, 2018 1 12 months 184,685 150,000 34,685 10 % $ 7.50 - - September 7, 2018 1 6 months 85,000 75,000 - 5 % - - 4,364 October 19, 2018 2 6 months 100,000 100,000 - 5 % $ 7.50 November 13, 2018 1 6 months 200,000 200,000 - 15 % $ 7.50 - 30 ,026 January 2, 2019 12 months 125,000 125,000 - 4 % $ 7.50 6,250 6,620 January 9, 2019 12 months 105,000 105,000 - 4 % $ 7.50 5,000 2,416 January 9, 2019 12 months 118,750 118,750 - 5 % $ 7.50 8,750 - January 11, 2019 9 months 103,000 103,000 - 8 % - 3,000 - January 31, 2019 12 months 100,000 100,000 - 6 % $ 7.50 5,000 - January 31, 2019 12 months 108,000 108,000 8,000 4 % $ 7.50 3,000 - February 8, 2019 12 months 237,500 237,500 14,750 5 % $ 7.50 7,000 - February 21, 2019 12 months 215,000 215,000 - 4 % $ 7.50 15,000 18,582 February 22, 2019 12 months 65,500 65,000 6,500 5 % $ 7.50 2,000 4,198 February 22, 2019 9 months 115,563 115,563 8,063 7 % $ 7.50 2,500 - February 27, 2019 10 months 103,000 103,000 - 8 % - 3,000 - March 18, 2019 6 months 100,000 100,000 - 4 % $ 7.50 - 10,762 March 19, 2019 12 months 131,250 131,250 - 4 % $ 7.50 6,250 4,509 June 4, 2019 9 months 500,000 500,000 - 8 % $ 7.50 40,500 70,631 May 15, 2019 12 months 75,000 75,000 7,500 5 % $ 7.50 2,000 4,235 May 28, 2019 12 months 115,500 115,500 5,500 8 % $ 2 .75 - 11,177 May 14, 2019 12 months 100,000 100,000 - 6 % $ 7.50 2,000 - April 30, 2019 12 months 105,000 105,000 - 4 % $ 7.50 5,000 3,286 June 19, 2019 12 months 105,000 105,000 - 4 % $ 7.50 5,000 2,646 April 9, 2019 12 months 118,800 118,800 8,800 4 % $ 7.50 3,000 - May 6, 2019 12 months 150,000 150,000 - 6 % $ 7.50 7,500 3,534 May 7, 2019 6 months 155,000 155,000 5,000 0 % $ 7.50 - 12,874 April 23, 2019 10 months 103,000 103,000 - 8 % $ 7.50 3,000 - May 17, 2019 10 months 103,000 103,000 - 8 % $ 7.50 3,000 - April 10, 2019 1 3 months 75,000 75,000 - 5 % $ 7.50 - 13,017 May 20, 2019 3 months 100,000 100,000 - 5 % $ 7.50 - 13,439 June 7, 2019 6 months 125,000 125,000 - 5 % $ 7.50 - 18,254 $ 5,447,548 $ 5,195,363 $ 131,498 $ 169,450 $ 346,496 1) The notes were extended for an additional term. 2) The note is currently past due. The Company and the lender are negotiating in good faith to extend the loan with no penalty other than payment of interest owed. |
Summary of Changes in Convertible Debt and Revolving Note Payable, Net of Unamortized Discounts | The following table provides a summary of the changes in convertible debt and revolving note payable, net of unamortized discounts, during 2019: 2019 Balance at January 1, $ 4,000,805 Issuance of convertible debt, face value 3,557,363 Deferred financing cost (257,134 ) Debt discount from shares issued with the notes (212,061 ) Payments (2,533,985 ) Accretion of interest and amortization of debt discount to interest expense 280,078 Balance at June 30, 4,835,066 Less: current portion 4,835,066 Convertible debt, long-term portion $ - |
Schedule of Merchant Agreements | The following table shows our Merchant Agreements as of June 30, 2019. Inception Date Purchase Price Purchased Amount Outstanding Balance Daily Payment Deferred Finance Fees December 18, 2018 250,000 335,000 - 1,675.00 3,912 February 28, 2019 600,000 804,000 388,965 4,020.00 6,000 April 19, 2019 200,000 272,000 163,063 1,360.00 3,000 May 8, 2019 125,000 170,000 105,413 1,000.00 2,500 June 19, 2019 250,000 342,500 244,059 1,902.77 5,000 $ 1,425,000 $ 1,923,500 $ 901,500 $ 20,412 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 12/31/18 366,734 $ 3.39 7,764,821 $ 3.50 8,131,555 7,792,570 Granted - - 1,120,734 3.50 1,120,734 Exercised - - - - - Expired - - (5,001 ) 16.50 (5,001 ) Forfeited (19,664 ) 3.40 - - (19,664 ) Balance outstanding, 6/30/2019 347,070 $ 3.39 8,880,554 $ 3.54 9,227,624 9,031,973 |
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 $ 2.00 - $3.40 347,070 9.3 $ 3.39 151,419 9.3 $ 3.40 $ 2.00 - $3.40 347,070 9.3 $ 3.39 151,419 9.3 $ 3.40 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Schedule of Convertible Loan Modifications and Extinguishments | Subsequent to June 30, 2019, the Company modified or paid off the following loans: Loan inception date Principal Modification Principal and interest paid Extinguished January 3, 2019 $ 50,000 July 3, 2019 $ 12,500 Extended to January 3, 2020 February 9, 2019 100,000 August 9, 2019 9,000 5 day automatic extension to August 16, 2019 February 26, 2019 86,250 July 26, 2019 8,625 Extended to August 26, 2019 April 10, 2019 86,250 July 10, 2019 8,625 Extended to August 10, 2019 April 19, 2019 150,000 July 19, 2019 2 2,500 Extended to October 19, 2019 May 1, 2019 100,000 August 1, 2019 25,000 Extended to November 1, 2019 June 15, 2019 115,000 July 15, 2019 11,500 Extended to August 15, 2019 May 15, 2019 220,000 July 17, 2019 22,000 Extended to August 17, 2019 April 17, 2019 105,000 July 23, 2019 10,500 Extended to August 23, 2019 |
Business Overview, Liquidity _2
Business Overview, Liquidity and Management Plans (Details Narrative) - lb | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2015 | |
Pounds per square inch | 45,000 | |
PBI Europe [Member] | ||
Percentage of ownership interest | 49.00% | |
Percentage of investment bank retaining | 51.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Investment in equity securities | $ 16,643 | $ 16,643 | $ 16,643 | ||
Realized losses | $ 1,835 | ||||
Estimated a forfeiture rate for awards granted | 5.00% | ||||
Stock-based compensation expense | $ 362,182 | $ 62,249 | $ 607,574 | $ 148,270 | |
Everest Investments Holdings S.A. [Member] | |||||
Sale of stock number of shares received | 100,250 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | $ 518,663 | $ 638,773 | $ 1,028,903 | $ 1,249,547 |
Hardware [Member] | ||||
Revenue | 212,000 | 397,000 | 352,000 | 817,000 |
Grants [Member] | ||||
Revenue | 0 | 20,000 | 0 | 45,000 |
Consumables [Member] | ||||
Revenue | 91,000 | 64,000 | 153,000 | 139,000 |
Contract Research Services [Member] | ||||
Revenue | 111,000 | 67,000 | 349,000 | 67,000 |
Sample Preparation Accessories [Member] | ||||
Revenue | 35,000 | 47,000 | 35,000 | 96,000 |
Technical Support/Extended Service Contracts [Member] | ||||
Revenue | 28,000 | 22,000 | 67,000 | 50,000 |
Shipping and Handling [Member] | ||||
Revenue | 14,000 | 16,000 | 19,000 | 28,000 |
Others [Member] | ||||
Revenue | 28,000 | 6,000 | 54,000 | 8,000 |
Products Transferred at a Point in Time [Member] | ||||
Revenue | 506,000 | 609,000 | 1,007,000 | 1,185,000 |
Products and Services Transferred Over Time [Member] | ||||
Revenue | 13,000 | 30,000 | 22,000 | 65,000 |
North America [Member] | ||||
Revenue | 368,000 | 351,000 | 592,000 | 716,000 |
Europe [Member] | ||||
Revenue | 54,000 | 64,000 | 94,000 | 219,000 |
Asia [Member] | ||||
Revenue | $ 97,000 | $ 224,000 | $ 343,000 | $ 315,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Contract Balances (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Receivables, which are included in 'Accounts Receivable' | $ 411,000 | $ 475,000 |
Contract liabilities (deferred revenue) | $ 58,000 | $ 58,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Future Related to Performance Obligations (Details) | Jun. 30, 2019USD ($) |
Extended warranty service | $ 58,000 |
2019 [Member] | |
Extended warranty service | 26,000 |
2020 [Member] | |
Extended warranty service | 32,000 |
2021 [Member] | |
Extended warranty service |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Customer Concentration Risk Percentage (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Top Five Customers [Member] | Revenue [Member] | |||||
Concentration credit risk percentage | 47.00% | 54.00% | 55.00% | 38.00% | |
Top Five Customers [Member] | Accounts Receivable [Member] | |||||
Concentration credit risk percentage | 60.00% | 54.00% | |||
Federal Agencies [Member] | Revenue [Member] | |||||
Concentration credit risk percentage | 9.00% | 12.00% | 14.00% | 8.00% | |
Federal Agencies [Member] | Accounts Receivable [Member] | |||||
Concentration credit risk percentage | 5.00% | 5.00% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Computation of Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||||||
Net loss | $ (2,766,842) | $ (2,055,173) | $ (2,281,232) | $ (2,231,654) | $ (4,822,015) | $ (4,512,886) |
Deemed dividend on down round feature | (213,012) | (213,012) | ||||
Deemed dividend on beneficial conversion feature | (889,532) | (10,532,291) | (1,949,731) | (10,532,291) | ||
Preferred stock dividends | (420,489) | (95,879) | (776,099) | (95,879) | ||
Net loss applicable to common shareholders | $ (4,076,863) | $ (13,122,414) | $ (7,547,845) | $ (15,354,068) | ||
Weighted average common stock shares outstanding | 1,837,913 | 1,426,698 | 1,780,881 | 1,395,187 | ||
Loss per common share - basic and diluted | $ (2.22) | $ (9.20) | $ (4.24) | $ (11.01) |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Total potentially dilutive shares | 17,938,753 | 12,549,399 |
Stock Options [Member] | ||
Total potentially dilutive shares | 347,070 | 244,467 |
Convertible Debt [Member] | ||
Total potentially dilutive shares | 692,715 | 346,133 |
Common Stock Warrants [Member] | ||
Total potentially dilutive shares | 8,880,554 | 6,263,607 |
Series D Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 25,000 | 25,000 |
Series G Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 26,857 | 26,857 |
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 | 115,267 | 115,267 |
Series K Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 229,334 | 229,334 |
Series AA Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 7,518,622 | 5,195,400 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Stock Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total stock-based compensation expense | $ 362,182 | $ 62,249 | $ 607,574 | $ 148,270 |
Cost of Sales [Member] | ||||
Total stock-based compensation expense | 12,082 | 20,398 | ||
Research and Development [Member] | ||||
Total stock-based compensation expense | 49,948 | 15,649 | 84,573 | 31,148 |
Selling and Marketing [Member] | ||||
Total stock-based compensation expense | 28,959 | 7,279 | 51,078 | 14,476 |
General and Administrative [Member] | ||||
Total stock-based compensation expense | $ 271,193 | $ 39,321 | $ 451,525 | $ 102,646 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Total Financial Assets | $ 16,643 | $ 16,643 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Total Financial Assets | 16,643 | 16,643 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Total Financial Assets | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Total Financial Assets | ||
Equity Securities [Member] | ||
Total Financial Assets | 16,643 | 16,643 |
Equity Securities [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Total Financial Assets | 16,643 | 16,643 |
Equity Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Total Financial Assets | ||
Equity Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Total Financial Assets |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 28, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Operating liability | $ 136,385 | ||
Estimated borrowing rate | 25.00% | ||
Rental expenses | $ 91,463 | $ 92,216 | |
Medford [Member] | |||
Lease expire date | Dec. 30, 2020 | ||
Lease monthly payments | $ 7,131 | ||
Lease expiration term | The lease can be extended by the Company for an additional three years unless either party terminates at least six months prior to the expiration of the current lease term. | ||
Corporate Office [Member] | |||
Rental expenses | $ 6,950 | ||
Lease expire date | Dec. 31, 2019 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments Required Under Operating Leases (Details) | Jun. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 84,483 |
2020 | 85,566 |
2021 | |
2022 | |
Thereafter | |
Total minimum payments required | $ 170,049 |
Convertible Debt and Other De_3
Convertible Debt and Other Debt (Details Narrative) - USD ($) | Jun. 19, 2019 | May 08, 2019 | Apr. 19, 2019 | Feb. 28, 2019 | Jan. 02, 2019 | Jun. 11, 2018 | May 14, 2018 | May 02, 2018 | May 02, 2018 | Mar. 14, 2018 | Jan. 30, 2018 | Aug. 18, 2017 | Jul. 25, 2017 | May 19, 2017 | May 02, 2017 | Oct. 28, 2016 | Jan. 31, 2019 | Jun. 30, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 11, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 12, 2018 |
Debt conversion into common stock shares | |||||||||||||||||||||||||||||
Debt conversion amount | $ 12,688,635 | ||||||||||||||||||||||||||||
Loan amount | $ 3,557,363 | $ 3,557,363 | |||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||
Gain on extinguishment of debt | (106,461) | 471,612 | $ (147,271) | $ 475,897 | |||||||||||||||||||||||||
Debenture discounts | $ 287,676 | ||||||||||||||||||||||||||||
Proceeds from convertible notes | 3,339,050 | 3,242,950 | |||||||||||||||||||||||||||
Amortization of debt discount | 101,752 | ||||||||||||||||||||||||||||
Unamortized debt discount | 360,297 | 360,297 | $ 156,180 | ||||||||||||||||||||||||||
Proceeds from revolving note payable | 460,000 | ||||||||||||||||||||||||||||
Shares issued during period, value | 238,120 | ||||||||||||||||||||||||||||
Convertible debt outstanding | $ 12,688,635 | ||||||||||||||||||||||||||||
Origination fee amount | 20,412 | 20,412 | |||||||||||||||||||||||||||
Interest expense | $ 1,074,488 | $ 1,159,242 | 1,587,194 | 2,282,387 | |||||||||||||||||||||||||
Proceeds from short-term non-convertible loans from related parties | 125,000 | 102,100 | |||||||||||||||||||||||||||
Repayment of short-term non-convertible loans from related parties | $ 125,000 | $ 52,100 | |||||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||||
Proceeds from convertible notes | $ 3,300,000 | ||||||||||||||||||||||||||||
Unamortized debt discount | $ 167,359 | $ 167,359 | |||||||||||||||||||||||||||
Convertible Notes [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Percentage of annual interest rates | 4.00% | 4.00% | |||||||||||||||||||||||||||
Convertible debentures term | 2 months | ||||||||||||||||||||||||||||
Convertible Notes [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Percentage of annual interest rates | 15.00% | 15.00% | |||||||||||||||||||||||||||
Convertible debentures term | 12 months | ||||||||||||||||||||||||||||
Convertible Debentures and Other Convertible Notes [Member] | |||||||||||||||||||||||||||||
Unamortized debt discount | $ 310,306 | $ 310,306 | |||||||||||||||||||||||||||
Revolving Note [Member] | |||||||||||||||||||||||||||||
Debt conversion into common stock shares | 38 | ||||||||||||||||||||||||||||
Debt conversion amount | $ 95,000 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||||
Increase in debt principal amount | $ 4,000,000 | $ 3,500,000 | |||||||||||||||||||||||||||
Broker fees | $ 336,500 | ||||||||||||||||||||||||||||
One-time interest amount | 400,000 | ||||||||||||||||||||||||||||
Non-Convertible Loan [Member] | |||||||||||||||||||||||||||||
Debt conversion into common stock shares | 20 | ||||||||||||||||||||||||||||
Debt conversion amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||
Convertible debentures term | 1 year | ||||||||||||||||||||||||||||
Warrants expiration period | 5 years | 5 years | |||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 20,000 | 20,000 | |||||||||||||||||||||||||||
Amortization of debt discount | $ 7,500 | ||||||||||||||||||||||||||||
Proceeds from loan | $ 50,000 | ||||||||||||||||||||||||||||
New Loan [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | 10.00% | |||||||||||||||||||||||||||
New Loan [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | 10.00% | |||||||||||||||||||||||||||
Original Debt on Seven Loans [Member] | |||||||||||||||||||||||||||||
Percentage of debt original issue discount on purchase price | 10.00% | 10.00% | |||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 147,271 | ||||||||||||||||||||||||||||
Convertible Loan [Member] | |||||||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | ||||||||||||||||||||||||||||
Proceeds from convertible notes | $ 170,000 | ||||||||||||||||||||||||||||
Debt maturity date | Sep. 30, 2019 | ||||||||||||||||||||||||||||
Number of shares issued | 1,200 | ||||||||||||||||||||||||||||
Debentures First Anniversary Date Through December 31, 2017 [Member] | |||||||||||||||||||||||||||||
Debt conversion into common stock shares | 25,243 | ||||||||||||||||||||||||||||
Debt conversion amount | $ 95,121 | ||||||||||||||||||||||||||||
Gain on extinguishment of debt | 5,101 | ||||||||||||||||||||||||||||
Investor [Member] | Revolving Note [Member] | |||||||||||||||||||||||||||||
Amortization of debt discount | 1,266,691 | ||||||||||||||||||||||||||||
Fair value of warrant | 333,334 | ||||||||||||||||||||||||||||
Investor [Member] | Non-Convertible Loan [Member] | |||||||||||||||||||||||||||||
Convertible debentures term | 45 days | ||||||||||||||||||||||||||||
Broker fees | $ 31,500 | ||||||||||||||||||||||||||||
One-time interest amount | 63,000 | ||||||||||||||||||||||||||||
Proceeds from loan | 630,000 | ||||||||||||||||||||||||||||
Origination fee amount | $ 32,000 | ||||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||
Loan amount | $ 901,500 | 901,500 | |||||||||||||||||||||||||||
Convertible debt outstanding, guarantee | 552,000 | ||||||||||||||||||||||||||||
Convertible debt outstanding | $ 178,000 | 178,000 | |||||||||||||||||||||||||||
Private Investors [Member] | Non-Convertible Loans [Member] | |||||||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | 10.00% | |||||||||||||||||||||||||||
Convertible debentures term | 1 year | 1 year | |||||||||||||||||||||||||||
Proceeds from loan | $ 10,000 | $ 150,000 | |||||||||||||||||||||||||||
Private Investor [Member] | Non-Convertible Loan [Member] | |||||||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||
Convertible debentures term | 1 year | ||||||||||||||||||||||||||||
Proceeds from loan | $ 15,000 | ||||||||||||||||||||||||||||
Private Investor [Member] | Non-Convertible Loans [Member] | |||||||||||||||||||||||||||||
Percentage of annual interest rates | 15.00% | ||||||||||||||||||||||||||||
Proceeds from loan | $ 50,000 | ||||||||||||||||||||||||||||
Board of Directors and Officers [Member] | Non-Convertible Loan [Member] | |||||||||||||||||||||||||||||
Proceeds from short-term non-convertible loans from related parties | 125,000 | ||||||||||||||||||||||||||||
Repayment of short-term non-convertible loans from related parties | $ 125,000 | ||||||||||||||||||||||||||||
Investor [Member] | Revolving Note [Member] | |||||||||||||||||||||||||||||
Loan amount | $ 2,000,000 | ||||||||||||||||||||||||||||
Warrant exercise price per share | $ 12 | $ 12 | |||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 20,834 | ||||||||||||||||||||||||||||
Debt maturity date | Oct. 28, 2017 | ||||||||||||||||||||||||||||
Proceeds from initial advance on revolving note | $ 250,000 | ||||||||||||||||||||||||||||
Proceeds from revolving note payable | $ 3,500,000 | $ 2,070,000 | |||||||||||||||||||||||||||
Increase in debt principal amount | $ 3,000,000 | ||||||||||||||||||||||||||||
Number of shares issued | 16,667 | ||||||||||||||||||||||||||||
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." | ||||||||||||||||||||||||||||
Shares issued during period, value | $ 149,018 | ||||||||||||||||||||||||||||
Investor [Member] | Revolving Note [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Warrant exercise price per share | $ 12 | ||||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 291,667 | ||||||||||||||||||||||||||||
Proceeds from revolving note payable | $ 250,000 | ||||||||||||||||||||||||||||
Investor [Member] | 15 Day Period [Member] | Revolving Note [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Proceeds from revolving note payable | 250,000 | ||||||||||||||||||||||||||||
Investor [Member] | 30 Day Period [Member] | Revolving Note [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Proceeds from revolving note payable | $ 500,000 | ||||||||||||||||||||||||||||
Holder [Member] | |||||||||||||||||||||||||||||
Percentage of outstanding principal amount of debenture | 5.00% | ||||||||||||||||||||||||||||
Equity ownership, percentage | 5.00% | ||||||||||||||||||||||||||||
Gross proceeds of purchase consideration | $ 7,000,000 | ||||||||||||||||||||||||||||
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 | $ 6,329,549 | |||||||||||||||||||||||||||
Loan amount | $ 6,962,504 | $ 6,962,504 | |||||||||||||||||||||||||||
Percentage of debt original issue discount on purchase price | 10.00% | 10.00% | |||||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | 10.00% | |||||||||||||||||||||||||||
Convertible debentures term | 2 years | ||||||||||||||||||||||||||||
Debt conversion price per share | $ 8.40 | $ 8.40 | |||||||||||||||||||||||||||
Number of exercisable warrants issued | 376,759 | 376,759 | |||||||||||||||||||||||||||
Warrant exercise price per share | $ 12 | $ 12 | |||||||||||||||||||||||||||
Warrants expiration period | 5 years | 5 years | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Warrants [Member] | |||||||||||||||||||||||||||||
Warrant exercise price per share | $ 3.50 | $ 3.50 | |||||||||||||||||||||||||||
Warrants expiration period | 5 years | 5 years | |||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 100,000 | 100,000 | |||||||||||||||||||||||||||
Letter Agreements [Member] | 22 Investors [Member] | |||||||||||||||||||||||||||||
Debt conversion amount | $ 6,220,500 | ||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 29,865 | ||||||||||||||||||||||||||||
Letter Agreements [Member] | Private Investors [Member] | |||||||||||||||||||||||||||||
Debt conversion into common stock shares | 70.4 | ||||||||||||||||||||||||||||
Debt conversion amount | $ 176,000 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||||
Warrants expiration period | 5 years | 5 years | |||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 70,400 | 70,400 | |||||||||||||||||||||||||||
Letter Agreements [Member] | Debenture Warrants [Member] | 22 Investors [Member] | |||||||||||||||||||||||||||||
Warrant exercise price per share | $ 3.50 | ||||||||||||||||||||||||||||
Letter Agreements [Member] | New Warrant [Member] | 22 Investors [Member] | |||||||||||||||||||||||||||||
Warrant exercise price per share | $ 3.50 | ||||||||||||||||||||||||||||
Letter Agreements [Member] | One Non-Employee [Member] | |||||||||||||||||||||||||||||
Debt conversion into common stock shares | 20 | ||||||||||||||||||||||||||||
Debt conversion amount | $ 50,000 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||||
Warrants expiration period | 5 years | 5 years | |||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 20,000 | 20,000 | |||||||||||||||||||||||||||
Additional Letter Agreements [Member] | 15 Debenture Holders [Member] | |||||||||||||||||||||||||||||
Debt conversion amount | $ 742,135 | ||||||||||||||||||||||||||||
Gain on extinguishment of debt | 3,155 | ||||||||||||||||||||||||||||
Interest expense | $ 157,908 | ||||||||||||||||||||||||||||
Additional Letter Agreements [Member] | Debenture Warrants [Member] | 15 Debenture Holders [Member] | |||||||||||||||||||||||||||||
Warrant exercise price per share | $ 3.50 | $ 3.50 | |||||||||||||||||||||||||||
Additional Letter Agreements [Member] | New Warrant [Member] | 15 Debenture Holders [Member] | |||||||||||||||||||||||||||||
Warrant exercise price per share | $ 3.50 | $ 3.50 | |||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 296,800 | 296,800 | |||||||||||||||||||||||||||
Letter Agreement [Member] | |||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 520,680 | ||||||||||||||||||||||||||||
Interest and fees owed amount | $ 520,680 | ||||||||||||||||||||||||||||
Letter Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Warrant exercise price per share | $ 3.50 | $ 3.50 | |||||||||||||||||||||||||||
Letter Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Warrant exercise price per share | $ 12 | 12 | |||||||||||||||||||||||||||
Letter Agreement [Member] | Investor [Member] | |||||||||||||||||||||||||||||
Debt conversion amount | $ 5,500,000 | ||||||||||||||||||||||||||||
Letter Agreement [Member] | Investor [Member] | New Warrant [Member] | |||||||||||||||||||||||||||||
Warrant exercise price per share | $ 3.50 | $ 3.50 | |||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 2,200,000 | 2,200,000 | |||||||||||||||||||||||||||
Merchant Agreement [Member] | |||||||||||||||||||||||||||||
Amortization of debt discount | 17,250 | $ 55,811 | |||||||||||||||||||||||||||
Unamortized debt discount | $ 13,833 | $ 13,833 | |||||||||||||||||||||||||||
Proceeds from loan | $ 250,000 | $ 125,000 | $ 200,000 | $ 600,000 | |||||||||||||||||||||||||
Repayment of debt | 349,000 | ||||||||||||||||||||||||||||
Merchant Agreement [Member] | Lender [Member] | |||||||||||||||||||||||||||||
Origination fee amount | 5,000 | 2,500 | 3,000 | 6,000 | |||||||||||||||||||||||||
Repayment of debt | $ 342,500 | $ 170,000 | $ 272,000 | $ 804,000 | |||||||||||||||||||||||||
Debt collected rate | $ 1,902.77 | $ 1,000 | $ 1,360 | $ 4,020 | |||||||||||||||||||||||||
Interest expense | $ 92,500 | $ 45,000 | $ 72,000 | $ 240,000 | |||||||||||||||||||||||||
Series AA Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Debt conversion into common stock shares | 5,075.40 | ||||||||||||||||||||||||||||
Debt conversion amount | $ 12,688,634 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | ||||||||||||||||||||||||||||
Reduction in exercise price amount | $ 207,899 | ||||||||||||||||||||||||||||
Fair value of other convertible notes | $ 253,000 | ||||||||||||||||||||||||||||
Series AA Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Sale of stock | 100 | ||||||||||||||||||||||||||||
Sale of stock amount | $ 250,000 | ||||||||||||||||||||||||||||
Series AA Convertible Preferred Stock [Member] | Letter Agreements [Member] | 22 Investors [Member] | |||||||||||||||||||||||||||||
Debt conversion into common stock shares | 2,448.20 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | ||||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 2,448,200 | ||||||||||||||||||||||||||||
Series AA Convertible Preferred Stock [Member] | Additional Letter Agreements [Member] | 15 Debenture Holders [Member] | |||||||||||||||||||||||||||||
Debt conversion into common stock shares | 296.80 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||||
Series AA Convertible Preferred Stock [Member] | Letter Agreement [Member] | |||||||||||||||||||||||||||||
Debt conversion into common stock shares | 2,200 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||||
Debt extinguishment | $ 82,904 |
Convertible Debt and Other De_4
Convertible Debt and Other Debt - Schedule of Convertible Debt (Details) | Dec. 31, 2018USD ($) |
Convertible debt | $ 12,688,635 |
Convertible Debentures, Face Value [Member] | |
Convertible debt | 6,962,635 |
Revolving Note with Interest [Member] | |
Convertible debt | 4,750,000 |
May 19, 2017 Promissory Note with Interest [Member] | |
Convertible debt | 750,000 |
Other Notes with Interest [Member] | |
Convertible debt | $ 226,000 |
Convertible Debt and Other De_5
Convertible Debt and Other Debt - Schedule of Convertible Debts and Outstanding Balances (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2018 | ||
Loan amount | $ 3,557,363 | ||
Outstanding Balance with OID | $ 12,688,635 | ||
Deferred Finance Fees | 20,412 | ||
Convertible Notes [Member] | |||
Loan amount | 5,447,548 | ||
Outstanding Balance with OID | 5,195,363 | ||
Original Issue Discount | 131,498 | ||
Deferred Finance Fees | 169,450 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 346,496 | ||
Convertible Notes [Member] | Convertible Debt One [Member] | |||
Inception Date | [1] | Feb. 15, 2018 | |
Term | [1] | 6 months | |
Loan amount | [1] | $ 100,000 | |
Outstanding Balance with OID | [1] | 100,000 | |
Original Issue Discount | [1] | ||
Interest Rate | [1] | 15.00% | |
Conversion Price (Convertible at Inception Date) | [1] | $ 7.50 | |
Deferred Finance Fees | [1] | $ 9,000 | |
Discount related to fair value of conversion feature and warrants/shares | [1] | $ 10,474 | |
Convertible Notes [Member] | Convertible Debt Two [Member] | |||
Inception Date | [1] | May 17, 2018 | |
Term | [1] | 12 months | |
Loan amount | [1] | $ 380,000 | |
Outstanding Balance with OID | [1] | 380,000 | |
Original Issue Discount | [1] | $ 15,200 | |
Interest Rate | [1] | 8.00% | |
Conversion Price (Convertible at Inception Date) | [1] | $ 7.50 | |
Deferred Finance Fees | [1] | $ 15,200 | |
Discount related to fair value of conversion feature and warrants/shares | [1] | $ 43,607 | |
Convertible Notes [Member] | Convertible Debt Three [Member] | |||
Inception Date | [1] | May 30, 2018 | |
Term | [1] | 2 months | |
Loan amount | [1] | $ 150,000 | |
Outstanding Balance with OID | [1] | 100,000 | |
Original Issue Discount | [1] | ||
Interest Rate | [1] | 8.00% | |
Conversion Price (Convertible at Inception Date) | [1] | $ 7.50 | |
Deferred Finance Fees | [1] | ||
Discount related to fair value of conversion feature and warrants/shares | [1] | $ 6,870 | |
Convertible Notes [Member] | Convertible Debt Four [Member] | |||
Inception Date | [1] | Jun. 8, 2018 | |
Term | [1] | 6 months | |
Loan amount | [1] | $ 50,000 | |
Outstanding Balance with OID | [1] | 50,000 | |
Original Issue Discount | [1] | $ 2,500 | |
Interest Rate | [1] | 15.00% | |
Conversion Price (Convertible at Inception Date) | [1] | $ 7.50 | |
Deferred Finance Fees | [1] | $ 5,000 | |
Discount related to fair value of conversion feature and warrants/shares | [1] | $ 3,271 | |
Convertible Notes [Member] | Convertible Debt Five [Member] | |||
Inception Date | [1] | Jun. 12, 2018 | |
Term | [1] | 6 months | |
Loan amount | [1] | $ 100,000 | |
Outstanding Balance with OID | [1] | 100,000 | |
Original Issue Discount | [1] | ||
Interest Rate | [1] | 5.00% | |
Conversion Price (Convertible at Inception Date) | [1] | $ 7.50 | |
Deferred Finance Fees | [1] | $ 5,000 | |
Discount related to fair value of conversion feature and warrants/shares | [1] | ||
Convertible Notes [Member] | Convertible Debt Six [Member] | |||
Inception Date | [1] | Jun. 16, 2018 | |
Term | [1] | 9 months | |
Loan amount | [1] | $ 130,000 | |
Outstanding Balance with OID | [1] | 79,000 | |
Original Issue Discount | [1] | ||
Interest Rate | [1] | 5.00% | |
Conversion Price (Convertible at Inception Date) | [1] | ||
Deferred Finance Fees | [1] | ||
Discount related to fair value of conversion feature and warrants/shares | [1] | ||
Convertible Notes [Member] | Convertible Debt Seven [Member] | |||
Inception Date | [1] | Jun. 16, 2018 | |
Term | [1] | 6 months | |
Loan amount | [1] | $ 110,000 | |
Outstanding Balance with OID | [1] | 79,000 | |
Original Issue Discount | [1] | ||
Interest Rate | [1] | 5.00% | |
Conversion Price (Convertible at Inception Date) | [1] | ||
Deferred Finance Fees | [1] | ||
Discount related to fair value of conversion feature and warrants/shares | [1] | ||
Convertible Notes [Member] | Convertible Debt Eight [Member] | |||
Inception Date | [1] | Jun. 26, 2018 | |
Term | [1] | 3 months | |
Loan amount | [1] | $ 150,000 | |
Outstanding Balance with OID | [1] | 75,000 | |
Original Issue Discount | [1] | ||
Interest Rate | [1] | 15.00% | |
Conversion Price (Convertible at Inception Date) | [1] | $ 7.50 | |
Deferred Finance Fees | [1] | ||
Discount related to fair value of conversion feature and warrants/shares | [1] | $ 20,242 | |
Convertible Notes [Member] | Convertible Debt Nine [Member] | |||
Inception Date | [1] | Jun. 28, 2018 | |
Term | [1] | 6 months | |
Loan amount | [1] | $ 50,000 | |
Outstanding Balance with OID | [1] | 50,000 | |
Original Issue Discount | [1] | ||
Interest Rate | [1] | 15.00% | |
Conversion Price (Convertible at Inception Date) | [1] | $ 7.50 | |
Deferred Finance Fees | [1] | ||
Discount related to fair value of conversion feature and warrants/shares | [1] | $ 10,518 | |
Convertible Notes [Member] | Convertible Debt Ten [Member] | |||
Inception Date | [1] | Jul. 17, 2018 | |
Term | [1] | 3 months | |
Loan amount | [1] | $ 100,000 | |
Outstanding Balance with OID | [1] | 100,000 | |
Original Issue Discount | [1] | $ 15,000 | |
Interest Rate | [1] | 15.00% | |
Conversion Price (Convertible at Inception Date) | [1] | $ 7.50 | |
Deferred Finance Fees | [1] | ||
Discount related to fair value of conversion feature and warrants/shares | [1] | $ 16,944 | |
Convertible Notes [Member] | Convertible Debt Eleven [Member] | |||
Inception Date | [1] | Jul. 19, 2018 | |
Term | [1] | 12 months | |
Loan amount | [1] | $ 184,685 | |
Outstanding Balance with OID | [1] | 150,000 | |
Original Issue Discount | [1] | $ 34,685 | |
Interest Rate | [1] | 10.00% | |
Conversion Price (Convertible at Inception Date) | [1] | $ 7.50 | |
Deferred Finance Fees | [1] | ||
Discount related to fair value of conversion feature and warrants/shares | [1] | ||
Convertible Notes [Member] | Convertible Debt Twelve [Member] | |||
Inception Date | [1] | Sep. 7, 2018 | |
Term | [1] | 6 months | |
Loan amount | [1] | $ 85,000 | |
Outstanding Balance with OID | [1] | 75,000 | |
Original Issue Discount | [1] | ||
Interest Rate | [1] | 5.00% | |
Conversion Price (Convertible at Inception Date) | [1] | ||
Deferred Finance Fees | [1] | ||
Discount related to fair value of conversion feature and warrants/shares | [1] | $ 4,364 | |
Convertible Notes [Member] | Convertible Debt Thirteen [Member] | |||
Inception Date | [2] | Oct. 19, 2018 | |
Term | [2] | 6 months | |
Loan amount | [2] | $ 100,000 | |
Outstanding Balance with OID | [2] | 100,000 | |
Original Issue Discount | [2] | ||
Interest Rate | [2] | 5.00% | |
Conversion Price (Convertible at Inception Date) | [2] | $ 7.50 | |
Deferred Finance Fees | [2] | ||
Discount related to fair value of conversion feature and warrants/shares | [2] | ||
Convertible Notes [Member] | Convertible Debt Fourteen [Member] | |||
Inception Date | [1] | Nov. 13, 2018 | |
Term | [1] | 6 months | |
Loan amount | [1] | $ 200,000 | |
Outstanding Balance with OID | [1] | 200,000 | |
Original Issue Discount | [1] | ||
Interest Rate | [1] | 15.00% | |
Conversion Price (Convertible at Inception Date) | [1] | $ 7.50 | |
Deferred Finance Fees | [1] | ||
Discount related to fair value of conversion feature and warrants/shares | [1] | $ 30,026 | |
Convertible Notes [Member] | Convertible Debt Fifteen [Member] | |||
Inception Date | Jan. 2, 2019 | ||
Term | 12 months | ||
Loan amount | $ 125,000 | ||
Outstanding Balance with OID | 125,000 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 6,250 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 6,620 | ||
Convertible Notes [Member] | Convertible Debt Sixteen [Member] | |||
Inception Date | Jan. 9, 2019 | ||
Term | 12 months | ||
Loan amount | $ 105,000 | ||
Outstanding Balance with OID | 105,000 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 5,000 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 2,416 | ||
Convertible Notes [Member] | Convertible Debt Seventeen [Member] | |||
Inception Date | Jan. 9, 2019 | ||
Term | 12 months | ||
Loan amount | $ 118,750 | ||
Outstanding Balance with OID | 118,750 | ||
Original Issue Discount | |||
Interest Rate | 5.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 8,750 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Eighteen [Member] | |||
Inception Date | Jan. 11, 2019 | ||
Term | 9 months | ||
Loan amount | $ 103,000 | ||
Outstanding Balance with OID | 103,000 | ||
Original Issue Discount | |||
Interest Rate | 8.00% | ||
Conversion Price (Convertible at Inception Date) | |||
Deferred Finance Fees | $ 3,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Nineteen [Member] | |||
Inception Date | Jan. 31, 2019 | ||
Term | 12 months | ||
Loan amount | $ 100,000 | ||
Outstanding Balance with OID | 100,000 | ||
Original Issue Discount | |||
Interest Rate | 6.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 5,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Twenty [Member] | |||
Inception Date | Jan. 31, 2019 | ||
Term | 12 months | ||
Loan amount | $ 108,000 | ||
Outstanding Balance with OID | 108,000 | ||
Original Issue Discount | $ 8,000 | ||
Interest Rate | 4.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 3,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Twenty One [Member] | |||
Inception Date | Feb. 8, 2019 | ||
Term | 12 months | ||
Loan amount | $ 237,500 | ||
Outstanding Balance with OID | 237,500 | ||
Original Issue Discount | $ 14,750 | ||
Interest Rate | 5.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 7,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Twenty Two [Member] | |||
Inception Date | Feb. 21, 2019 | ||
Term | 12 months | ||
Loan amount | $ 215,000 | ||
Outstanding Balance with OID | 215,000 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 15,000 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 18,582 | ||
Convertible Notes [Member] | Convertible Debt Twenty Three [Member] | |||
Inception Date | Feb. 22, 2019 | ||
Term | 12 months | ||
Loan amount | $ 65,500 | ||
Outstanding Balance with OID | 65,000 | ||
Original Issue Discount | $ 6,500 | ||
Interest Rate | 5.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 2,000 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 4,198 | ||
Convertible Notes [Member] | Convertible Debt Twenty Four [Member] | |||
Inception Date | Feb. 22, 2019 | ||
Term | 9 months | ||
Loan amount | $ 115,563 | ||
Outstanding Balance with OID | 115,563 | ||
Original Issue Discount | $ 8,063 | ||
Interest Rate | 7.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 2,500 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Twenty Five [Member] | |||
Inception Date | Feb. 27, 2019 | ||
Term | 10 months | ||
Loan amount | $ 103,000 | ||
Outstanding Balance with OID | 103,000 | ||
Original Issue Discount | |||
Interest Rate | 8.00% | ||
Conversion Price (Convertible at Inception Date) | |||
Deferred Finance Fees | $ 3,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Twenty Six [Member] | |||
Inception Date | Mar. 18, 2019 | ||
Term | 6 months | ||
Loan amount | $ 100,000 | ||
Outstanding Balance with OID | 100,000 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | |||
Discount related to fair value of conversion feature and warrants/shares | $ 10,762 | ||
Convertible Notes [Member] | Convertible Debt Twenty Seven [Member] | |||
Inception Date | Mar. 19, 2019 | ||
Term | 12 months | ||
Loan amount | $ 131,250 | ||
Outstanding Balance with OID | 131,250 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 6,250 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 4,509 | ||
Convertible Notes [Member] | Convertible Debt Twenty Eight [Member] | |||
Inception Date | Jun. 4, 2019 | ||
Term | 9 months | ||
Loan amount | $ 500,000 | ||
Outstanding Balance with OID | 500,000 | ||
Original Issue Discount | |||
Interest Rate | 8.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 40,500 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 70,631 | ||
Convertible Notes [Member] | Convertible Debt Twenty Nine [Member] | |||
Inception Date | May 15, 2019 | ||
Term | 12 months | ||
Loan amount | $ 75,000 | ||
Outstanding Balance with OID | 75,000 | ||
Original Issue Discount | $ 7,500 | ||
Interest Rate | 5.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 2,000 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 4,235 | ||
Convertible Notes [Member] | Convertible Debt Thirty [Member] | |||
Inception Date | May 28, 2019 | ||
Term | 12 months | ||
Loan amount | $ 115,500 | ||
Outstanding Balance with OID | 115,500 | ||
Original Issue Discount | $ 5,500 | ||
Interest Rate | 8.00% | ||
Conversion Price (Convertible at Inception Date) | $ 2.75 | ||
Deferred Finance Fees | |||
Discount related to fair value of conversion feature and warrants/shares | $ 11,177 | ||
Convertible Notes [Member] | Convertible Debt Thirty One [Member] | |||
Inception Date | May 14, 2019 | ||
Term | 12 months | ||
Loan amount | $ 100,000 | ||
Outstanding Balance with OID | 100,000 | ||
Original Issue Discount | |||
Interest Rate | 6.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 2,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Thirty Two [Member] | |||
Inception Date | Apr. 30, 2019 | ||
Term | 12 months | ||
Loan amount | $ 105,000 | ||
Outstanding Balance with OID | 105,000 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 5,000 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 3,286 | ||
Convertible Notes [Member] | Convertible Debt Thirty Three [Member] | |||
Inception Date | Jun. 19, 2019 | ||
Term | 12 months | ||
Loan amount | $ 105,000 | ||
Outstanding Balance with OID | 105,000 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 5,000 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 2,646 | ||
Convertible Notes [Member] | Convertible Debt Thirty Four [Member] | |||
Inception Date | Apr. 9, 2019 | ||
Term | 12 months | ||
Loan amount | $ 118,800 | ||
Outstanding Balance with OID | 118,800 | ||
Original Issue Discount | $ 8,800 | ||
Interest Rate | 4.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 3,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Thirty Five [Member] | |||
Inception Date | May 6, 2019 | ||
Term | 12 months | ||
Loan amount | $ 150,000 | ||
Outstanding Balance with OID | 150,000 | ||
Original Issue Discount | |||
Interest Rate | 6.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 7,500 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 3,534 | ||
Convertible Notes [Member] | Convertible Debt Thirty Six [Member] | |||
Inception Date | May 7, 2019 | ||
Term | 6 months | ||
Loan amount | $ 155,000 | ||
Outstanding Balance with OID | 155,000 | ||
Original Issue Discount | $ 5,000 | ||
Interest Rate | 0.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | |||
Discount related to fair value of conversion feature and warrants/shares | $ 12,874 | ||
Convertible Notes [Member] | Convertible Debt Thirty Seven [Member] | |||
Inception Date | Apr. 23, 2019 | ||
Term | 10 months | ||
Loan amount | $ 103,000 | ||
Outstanding Balance with OID | 103,000 | ||
Original Issue Discount | |||
Interest Rate | 8.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 3,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Thirty Eight [Member] | |||
Inception Date | May 17, 2019 | ||
Term | 10 years | ||
Loan amount | $ 103,000 | ||
Outstanding Balance with OID | 103,000 | ||
Original Issue Discount | |||
Interest Rate | 8.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | $ 3,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Thirty Nine [Member] | |||
Inception Date | [1] | Apr. 10, 2019 | |
Term | [1] | 3 months | |
Loan amount | [1] | $ 75,000 | |
Outstanding Balance with OID | [1] | 75,000 | |
Original Issue Discount | [1] | ||
Interest Rate | [1] | 5.00% | |
Conversion Price (Convertible at Inception Date) | [1] | $ 7.50 | |
Deferred Finance Fees | [1] | ||
Discount related to fair value of conversion feature and warrants/shares | [1] | $ 13,017 | |
Convertible Notes [Member] | Convertible Debt Forty [Member] | |||
Inception Date | May 20, 2019 | ||
Term | 3 months | ||
Loan amount | $ 100,000 | ||
Outstanding Balance with OID | 100,000 | ||
Original Issue Discount | |||
Interest Rate | 5.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | |||
Discount related to fair value of conversion feature and warrants/shares | $ 13,439 | ||
Convertible Notes [Member] | Convertible Debt Forty One [Member] | |||
Inception Date | Jun. 7, 2019 | ||
Term | 6 months | ||
Loan amount | $ 125,000 | ||
Outstanding Balance with OID | 125,000 | ||
Original Issue Discount | |||
Interest Rate | 5.00% | ||
Conversion Price (Convertible at Inception Date) | $ 7.50 | ||
Deferred Finance Fees | |||
Discount related to fair value of conversion feature and warrants/shares | $ 18,254 | ||
[1] | The notes were extended for an additional term. | ||
[2] | The note is currently past due. The Company and the lender are negotiating in good faith to extend the loan with no penalty other than payment of interest owed. |
Convertible Debt and Other De_6
Convertible Debt and Other Debt - Summary of Changes in Convertible Debt and Revolving Note Payable, Net of Unamortized Discounts (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Debt Disclosure [Abstract] | ||
Balance at January 1, | $ 4,000,805 | |
Issuance of convertible debt, face value | 3,557,363 | |
Deferred financing cost | (257,134) | |
Debt discount from shares issued with the notes | (212,061) | |
Payments | (2,533,985) | $ (1,518,500) |
Accretion of interest and amortization of debt discount to interest expense | 280,078 | |
Balance at June 30, | 4,835,066 | |
Less: current portion | 4,835,066 | |
Convertible debt, long-term portion |
Convertible Debt and Other De_7
Convertible Debt and Other Debt - Schedule of Merchant Agreements (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Purchase Price | $ 1,425,000 |
Purchased Amount | 1,923,500 |
Outstanding Balance | 901,500 |
Deferred Finance Fees | $ 20,412 |
Merchant Agreements One [Member] | |
Inception Date | Dec. 18, 2018 |
Purchase Price | $ 250,000 |
Purchased Amount | 335,000 |
Outstanding Balance | |
Daily Payment | 1,675 |
Deferred Finance Fees | $ 3,912 |
Merchant Agreements Two [Member] | |
Inception Date | Feb. 28, 2019 |
Purchase Price | $ 600,000 |
Purchased Amount | 804,000 |
Outstanding Balance | 388,965 |
Daily Payment | 4,020 |
Deferred Finance Fees | $ 6,000 |
Merchant Agreements Three [Member] | |
Inception Date | Apr. 19, 2019 |
Purchase Price | $ 200,000 |
Purchased Amount | 272,000 |
Outstanding Balance | 163,063 |
Daily Payment | 1,360 |
Deferred Finance Fees | $ 3,000 |
Merchant Agreements Four [Member] | |
Inception Date | May 8, 2019 |
Purchase Price | $ 125,000 |
Purchased Amount | 170,000 |
Outstanding Balance | 105,413 |
Daily Payment | 1,000 |
Deferred Finance Fees | $ 2,500 |
Merchant Agreements Five [Member] | |
Inception Date | Jun. 19, 2019 |
Purchase Price | $ 250,000 |
Purchased Amount | 342,500 |
Outstanding Balance | 244,059 |
Daily Payment | 1,903 |
Deferred Finance Fees | $ 5,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jun. 28, 2019 | Jan. 02, 2019 | Nov. 05, 2018 | Jul. 18, 2018 | Jul. 18, 2018 | Jun. 11, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 12, 2013 |
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Common stock, shares outstanding under the plan | 9,227,624 | 9,227,624 | 8,131,555 | |||||||||||
Outstanding stock options, terminated | 19,664 | |||||||||||||
New stock options, exercise price | $ 3.39 | $ 3.39 | ||||||||||||
Stock options issued | 1,120,734 | |||||||||||||
Issuance of stock options | $ 759,469 | |||||||||||||
Total unrecognized compensation cost | $ 514,671 | $ 514,671 | ||||||||||||
Unvested stock options weighted average period | 1 year 11 days | |||||||||||||
Options outstanding and exercisable closing price | $ 3 | |||||||||||||
Aggregate intrinsic value of options outstanding and exercisable | 0 | $ 0 | ||||||||||||
Number of existing holders of convertible loans, value | $ 105,589 | $ 50,733 | $ 119,281 | $ 59,263 | ||||||||||
Number of common stock for services rendered | 50,000 | |||||||||||||
Number of common stock for services rendered, value | $ 168,000 | $ 168,000 | ||||||||||||
Convertible Loan [Member] | ||||||||||||||
Debt maturity date | Sep. 30, 2019 | |||||||||||||
Number of shares issued | 1,200 | |||||||||||||
Number of existing holders of convertible loans | 65,377 | 7,000 | ||||||||||||
Number of existing holders of convertible loans, value | $ 156,322 | $ 28,490 | ||||||||||||
New Convertible Loan [Member] | ||||||||||||||
Number of existing holders of convertible loans | 47,599 | 51,160 | ||||||||||||
Number of existing holders of convertible loans, value | $ 156,322 | $ 178,545 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Number of existing holders of convertible loans | 29,641 | 17,958 | 35,410 | 15,750 | ||||||||||
Number of existing holders of convertible loans, value | $ 296 | $ 180 | $ 354 | $ 158 | ||||||||||
Number of common stock for services rendered | 50,000 | |||||||||||||
Number of common stock for services rendered, value | $ 500 | |||||||||||||
Debenture Holders [Member] | ||||||||||||||
Number of shares issued | 25,243 | |||||||||||||
Interest expense | $ 95,121 | |||||||||||||
Current Officers, Employees and Board Members [Member] | ||||||||||||||
New stock options, exercise price | $ 3.40 | $ 3.40 | ||||||||||||
Stock options issued | 101,267 | |||||||||||||
Board Members [Member] | ||||||||||||||
Stock options, vesting period | 12 months | |||||||||||||
Debt maturity date | Jul. 18, 2028 | |||||||||||||
Current Officers and Employees [Member] | ||||||||||||||
Stock options, vesting period | 36 months | |||||||||||||
Board of Directors [Member] | Debenture Holders [Member] | ||||||||||||||
Number of shares issued | 1,092 | |||||||||||||
Accredited Investor [Member] | Restricted Common Stock [Member] | ||||||||||||||
Number of restricted stock issued during period | 205,432 | 194,236 | ||||||||||||
Number of restricted stock issued during period, value | $ 321,218 | $ 949,952 | ||||||||||||
Series AA Holders [Member] | ||||||||||||||
Shares issued for dividends in lieu of cash | 3,780 | |||||||||||||
Series AA Holders [Member] | Common Stock [Member] | ||||||||||||||
Shares issued for dividends in lieu of cash | 42,456 | |||||||||||||
Shares issued for dividends in lieu of cash, value | $ 105,941 | |||||||||||||
2005 Equity Incentive Plan [Member] | ||||||||||||||
Common stock reserved for stock option plan | 1,800,000 | 1,800,000 | ||||||||||||
Other Plans [Member] | ||||||||||||||
Common stock, shares outstanding under the plan | 32,605 | 32,605 | ||||||||||||
2013 Equity Incentive Plan [Member] | ||||||||||||||
Common stock reserved for stock option plan | 2,633,266 | 2,633,266 | 3,000,000 | |||||||||||
Common stock, shares outstanding under the plan | 347,070 | 347,070 | ||||||||||||
Stock options issued | 203,734 | 51,934 | ||||||||||||
Unamortized expense | $ 108,400 | |||||||||||||
2015 Nonqualified Stock Option Plan [Member] | ||||||||||||||
Stock options issued | 49,333 | |||||||||||||
Terminated and Reissues [Member] | Current Officers, Employees and Board Members [Member] | ||||||||||||||
Outstanding stock options, terminated | 244,467 | |||||||||||||
Terminated and Reissues [Member] | 2013 Equity Incentive Plan [Member] | ||||||||||||||
Outstanding stock options, terminated | 81,925 | |||||||||||||
Stock options issued | 16,641 | |||||||||||||
Reissuance of stock options | 81,925 | |||||||||||||
Terminated and Reissues [Member] | 2005 Plan [Member] | ||||||||||||||
Outstanding stock options, terminated | 32,605 | |||||||||||||
Stock options issued | 32,605 | |||||||||||||
Terminated and Reissues [Member] | 2015 Nonqualified Stock Option Plan [Member] | ||||||||||||||
Outstanding stock options, terminated | 129,937 | |||||||||||||
Stock options issued | 15,964 | |||||||||||||
Reissuance of stock options | 129,937 | |||||||||||||
Letter Agreement [Member] | ||||||||||||||
Number of existing holders of convertible loans | 110,833 | |||||||||||||
Number of existing holders of convertible loans, value | $ 652,894 | |||||||||||||
Series A Junior Participating Preferred Stock [Member] | ||||||||||||||
Preferred stock, authorized | 20,000 | 20,000 | ||||||||||||
Preferred stock, shares issued | ||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, authorized | 313,960 | 313,960 | ||||||||||||
Preferred stock, shares issued | ||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, authorized | 279,256 | 279,256 | ||||||||||||
Preferred stock, shares issued | ||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, authorized | 88,098 | 88,098 | ||||||||||||
Preferred stock, shares issued | ||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, authorized | 850 | 850 | 850 | |||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Preferred stock, shares issued | 300 | 300 | 300 | |||||||||||
Preferred stock, shares outstanding | 300 | 300 | 300 | |||||||||||
Series E Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, authorized | 500 | 500 | ||||||||||||
Preferred stock, shares issued | ||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||
Series G Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, authorized | 240,000 | 240,000 | 240,000 | |||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Preferred stock, shares issued | 80,570 | 80,570 | 80,570 | |||||||||||
Preferred stock, shares outstanding | 80,570 | 80,570 | 80,570 | |||||||||||
Series H Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, authorized | 10,000 | 10,000 | 10,000 | |||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Preferred stock, shares issued | 10,000 | 10,000 | 10,000 | |||||||||||
Preferred stock, shares outstanding | 10,000 | 10,000 | 10,000 | |||||||||||
Series H2 Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, authorized | 21 | 21 | 21 | |||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Preferred stock, shares issued | 21 | 21 | 21 | |||||||||||
Preferred stock, shares outstanding | 21 | 21 | 21 | |||||||||||
Series J Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, authorized | 6,250 | 6,250 | 6,250 | |||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Preferred stock, shares issued | 3,458 | 3,458 | 3,458 | |||||||||||
Preferred stock, shares outstanding | 3,458 | 3,458 | 3,458 | |||||||||||
Series K Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, authorized | 15,000 | 15,000 | 15,000 | |||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Preferred stock, shares issued | 6,880 | 6,880 | 6,880 | |||||||||||
Preferred stock, shares outstanding | 6,880 | 6,880 | 6,880 | |||||||||||
Series AA Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, authorized | 10,000 | 10,000 | 10,000 | |||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Preferred stock, shares issued | 7,518 | 7,518 | 6,499 | |||||||||||
Preferred stock, shares outstanding | 7,518 | 7,518 | 6,499 | |||||||||||
Series AA Convertible Preferred Stock [Member] | Securities Purchase Agreements [Member] | ||||||||||||||
Sale of stock | 1,018.8 | |||||||||||||
Conversion of stock, shares converted | 1,000 | |||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||||||||||
Sale of stock, aggregate purchase price | $ 2,547,000 | |||||||||||||
Cumulative dividend rate percentage | 8.00% | |||||||||||||
Broker fees | $ 254,700 | |||||||||||||
Warrant to purchase shares of common stock | 1,018,800 | 1,018,800 | ||||||||||||
Warrant exercise price per share | $ 3.50 | $ 3.50 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Concerning Options and Warrants Outstanding and Exercisable (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Shares, Beginning balance | 8,131,555 |
Shares, Granted | 1,120,734 |
Shares, Exercised | |
Shares, Expired | (5,001) |
Shares, Forfeited | (19,664) |
Shares, Ending balance | 9,227,624 |
Exercisable, Beginning balance | 7,792,570 |
Exercisable, Ending balance | 9,031,973 |
Stock Option [Member] | |
Shares, Beginning balance | 366,734 |
Shares, Granted | |
Shares, Exercised | |
Shares, Expired | |
Shares, Forfeited | (19,664) |
Shares, Ending balance | 347,070 |
Weighted average price per share, Beginning balance | $ / shares | $ 3.39 |
Weighted average price per share, Granted | $ / shares | |
Weighted average price per share, Exercised | $ / shares | |
Weighted average price per share, Expired | $ / shares | |
Weighted average price per share, Forfeited | $ / shares | 3.40 |
Weighted average price per share, Ending balance | $ / shares | $ 3.39 |
Warrant [Member] | |
Shares, Beginning balance | 7,764,821 |
Shares, Granted | 1,120,734 |
Shares, Exercised | |
Shares, Expired | (5,001) |
Shares, Forfeited | |
Shares, Ending balance | 8,880,554 |
Weighted average price per share, Beginning balance | $ / shares | $ 3.50 |
Weighted average price per share, Granted | $ / shares | 3.50 |
Weighted average price per share, Exercised | $ / shares | |
Weighted average price per share, Expired | $ / shares | 16.50 |
Weighted average price per share, Forfeited | $ / shares | |
Weighted average price per share, Ending balance | $ / shares | $ 3.54 |
Stockholders' (Deficit) - Sched
Stockholders' (Deficit) - Schedule of Share-based Compensation Stock Option Plans by Exercise Price Range (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Exercise price range, lower range limit | $ 2 |
Exercise price range, upper range limit | $ 3.40 |
Options outstanding, number of options | shares | 347,070 |
Options outstanding, weighted average remaining contractual life (years) | 9 years 3 months 19 days |
Options outstanding, weighted average exercise price | $ 3.39 |
Options exercisable, number of options | shares | 151,419 |
Options exercisable, weighted average remaining contractual life (years) | 9 years 3 months 19 days |
Options exercisable, weighted average exercise price | $ 3.40 |
Stock Option [Member] | |
Exercise price range, lower range limit | 2 |
Exercise price range, upper range limit | $ 3.40 |
Options outstanding, number of options | shares | 347,070 |
Options outstanding, weighted average remaining contractual life (years) | 9 years 3 months 19 days |
Options outstanding, weighted average exercise price | $ 3.39 |
Options exercisable, number of options | shares | 151,419 |
Options exercisable, weighted average remaining contractual life (years) | 9 years 3 months 19 days |
Options exercisable, weighted average exercise price | $ 3.40 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Aug. 13, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Proceeds from convertible notes | $ 3,339,050 | $ 3,242,950 | |
Number of shares issued, value | 238,120 | ||
Proceeds from sale of convertible preferred stock | $ 2,292,300 | $ 226,091 | |
Subsequent Event [Member] | Series AA Convertible Preferred Stock [Member] | |||
Number of shares issued | 246.8 | ||
Number of shares issued, value | $ 2,500 | ||
Proceeds from sale of convertible preferred stock | 555,300 | ||
Broker fees | $ 61,700 | ||
Number of shares converted | 1,000 | ||
Warrants to purchase common stock | 1,000 | ||
Warrant exercise price | $ 3.50 | ||
Warrants expiration period | 5 years | ||
Subsequent Event [Member] | Investor [Member] | Series AA Convertible Preferred Stock [Member] | |||
Number of shares issued, value | $ 2,500 | ||
Subsequent Event [Member] | New Convertible Note [Member] | |||
Proceeds from convertible notes | $ 530,000 | ||
Number of shares to be issued for notes | 6,440 | ||
Subsequent Event [Member] | New Convertible Note [Member] | Minimum [Member] | |||
Interest rate | 4.00% | ||
Subsequent Event [Member] | New Convertible Note [Member] | Maximum [Member] | |||
Interest rate | 8.00% |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Convertible Loan Modifications and Extinguishments (Details) - USD ($) | Aug. 14, 2019 | Jun. 30, 2019 |
Principal | $ 3,557,363 | |
Subsequent Event [Member] | Convertible Loan One [Member] | ||
Loan inception date | Jan. 3, 2019 | |
Principal | $ 50,000 | |
Modification date/Pay off date | Jul. 3, 2019 | |
Principal and interest paid | $ 12,500 | |
Extinguished or extended | Extended to January 3, 2020 | |
Subsequent Event [Member] | Convertible Loan Two [Member] | ||
Loan inception date | Feb. 9, 2019 | |
Principal | $ 100,000 | |
Modification date/Pay off date | Aug. 9, 2019 | |
Principal and interest paid | $ 9,000 | |
Extinguished or extended | 5 day automatic extension to August 16, 2019 | |
Subsequent Event [Member] | Convertible Loan Three [Member] | ||
Loan inception date | Feb. 26, 2019 | |
Principal | $ 86,250 | |
Modification date/Pay off date | Jul. 26, 2019 | |
Principal and interest paid | $ 8,625 | |
Extinguished or extended | Extended to August 26, 2019 | |
Subsequent Event [Member] | Convertible Loan Four [Member] | ||
Loan inception date | Apr. 10, 2019 | |
Principal | $ 86,250 | |
Modification date/Pay off date | Jul. 10, 2019 | |
Principal and interest paid | $ 8,625 | |
Extinguished or extended | Extended to August 10, 2019 | |
Subsequent Event [Member] | Convertible Loan Five [Member] | ||
Loan inception date | Apr. 19, 2019 | |
Principal | $ 150,000 | |
Modification date/Pay off date | Jul. 19, 2019 | |
Principal and interest paid | $ 22,500 | |
Extinguished or extended | Extended to October 19, 2019 | |
Subsequent Event [Member] | Convertible Loan Six [Member] | ||
Loan inception date | May 1, 2019 | |
Principal | $ 100,000 | |
Modification date/Pay off date | Aug. 1, 2019 | |
Principal and interest paid | $ 25,000 | |
Extinguished or extended | Extended to November 1, 2019 | |
Subsequent Event [Member] | Convertible Loan Seven [Member] | ||
Loan inception date | Jun. 15, 2019 | |
Principal | $ 115,000 | |
Modification date/Pay off date | Jul. 15, 2019 | |
Principal and interest paid | $ 11,500 | |
Extinguished or extended | Extended to August 15, 2019 | |
Subsequent Event [Member] | Convertible Loan Eight [Member] | ||
Loan inception date | May 15, 2019 | |
Principal | $ 220,000 | |
Modification date/Pay off date | Jul. 17, 2019 | |
Principal and interest paid | $ 22,000 | |
Extinguished or extended | Extended to August 17, 2019 | |
Subsequent Event [Member] | Convertible Loan Nine [Member] | ||
Loan inception date | Apr. 17, 2019 | |
Principal | $ 105,000 | |
Modification date/Pay off date | Jul. 23, 2019 | |
Principal and interest paid | $ 10,500 | |
Extinguished or extended | Extended to August 23, 2019 |