Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Dec. 10, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | PRESSURE BIOSCIENCES INC | |
Entity Central Index Key | 0000830656 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 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 | 2,399,674 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 135,364 | $ 103,118 |
Accounts receivable, net of $0 reserve at September 30, 2019 and December 31, 2018 | 411,442 | 474,830 |
Inventories, net of $273,547 reserve at September 30, 2019 and December 31, 2018 | 713,886 | 765,478 |
Prepaid expenses and other current assets | 239,216 | 170,734 |
Total current assets | 1,499,908 | 1,514,160 |
Investment in equity securities | 16,643 | 16,643 |
Property and equipment, net | 94,242 | 69,272 |
Other assets | 201,534 | 136,385 |
Intangible assets, net | 598,558 | 663,462 |
TOTAL ASSETS | 2,410,885 | 2,399,922 |
CURRENT LIABILITIES | ||
Accounts payable | 612,839 | 658,856 |
Accrued employee compensation | 393,498 | 456,932 |
Accrued professional fees and other | 1,573,872 | 1,112,995 |
Other current liabilities | 2,536,812 | 1,233,325 |
Deferred revenue | 27,495 | 20,623 |
Operating lease liability | 92,950 | 59,799 |
Convertible debt, net of unamortized discounts of $326,380 and $156,180, respectively | 4,888,935 | 4,000,805 |
Other debt, net of unamortized discounts of $7,036 and $9,118, respectively | 1,808,237 | 852,315 |
Other related party debt | 79,000 | 15,000 |
Total current liabilities | 12,013,638 | 8,410,650 |
LONG TERM LIABILITIES | ||
Operating lease liability, net of current portion | 76,586 | |
Deferred revenue | 21,776 | 37,757 |
TOTAL LIABILITIES | 12,035,414 | 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 September 30, 2019 and December 31, 2018 respectively | 21,722 | 16,842 |
Warrants to acquire common stock | 22,064,307 | 19,807,247 |
Additional paid-in capital | 43,263,325 | 39,777,301 |
Accumulated deficit | (74,974,975) | (65,727,538) |
Total stockholders' deficit | (9,624,529) | (6,125,071) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,410,885 | 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 | $ 80 | $ 65 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Accounts receivable, reserve | $ 0 | $ 0 |
Inventories reserve | 273,547 | 273,547 |
Convertible debt, current unamortized discounts | 326,380 | 156,180 |
Other debt, unamortized discounts net | $ 7,036 | $ 9,118 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,172,163 | 1,684,182 |
Common stock, shares outstanding | 2,172,163 | 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 | 7,899 | 6,499 |
Convertible preferred stock, shares outstanding | 7,899 | 6,499 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue: | ||||
Total revenue | $ 501,158 | $ 521,766 | $ 1,530,061 | $ 1,771,313 |
Costs and expenses: | ||||
Cost of products and services | 285,794 | 234,320 | 899,678 | 829,155 |
Research and development | 276,712 | 262,054 | 832,954 | 910,862 |
Selling and marketing | 133,032 | 223,286 | 507,856 | 722,696 |
General and administrative | 874,611 | 735,505 | 3,155,800 | 2,270,953 |
Total operating costs and expenses | 1,570,149 | 1,455,165 | 5,396,288 | 4,733,666 |
Operating loss | (1,068,991) | (933,399) | (3,866,227) | (2,962,353) |
Other income (expense): | ||||
Interest expense | (2,124,477) | (733,209) | (4,001,711) | (3,015,596) |
(Loss) Gain on extinguishment of debt | (185,203) | (140,765) | (332,474) | 335,132 |
Incentive shares/warrants | (663,130) | |||
Other income (expense) | 4,674 | (1,283) | 4,400 | (15,595) |
Total other expense | (2,305,006) | (875,257) | (4,329,785) | (3,359,189) |
Income tax benefit | 217,168 | 217,168 | ||
Net loss | (3,156,829) | (1,808,656) | (7,978,844) | (6,321,542) |
Deemed dividend on down round feature | (213,012) | |||
Deemed dividend on beneficial conversion feature | (675,979) | (1,146,280) | (2,625,710) | (11,678,571) |
Preferred stock dividends | (492,494) | (277,439) | (1,268,593) | (373,318) |
Net loss attributable to common stockholders | $ (4,325,302) | $ (3,232,375) | $ (11,873,147) | $ (18,586,443) |
Basic and diluted net loss per share attributable to common stockholders | $ (2.20) | $ (2.01) | $ (6.29) | $ (12.67) |
Weighted average common stock shares outstanding used in the basic and diluted net loss per share calculation | 1,967,872 | 1,606,575 | 1,887,393 | 1,466,424 |
Products, Services, Other [Member] | ||||
Revenue: | ||||
Total revenue | $ 501,158 | $ 461,017 | $ 1,530,061 | $ 1,664,679 |
Grant Revenue [Member] | ||||
Revenue: | ||||
Total revenue | $ 60,749 | $ 106,634 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,978,844) | $ (6,321,542) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash lease expense | 43,435 | |
Common stock issued for debt extension | 33,218 | |
Depreciation and amortization | 68,849 | 70,681 |
Accretion of interest and amortization of debt discount | 886,950 | 1,405,490 |
Issuance of incentive shares and common stock warrants | 663,130 | |
Issuance of shares for services rendered | 245,000 | |
Inventory reserve recovery | (39,900) | |
Loss(Gain) on extinguishment of debt | 332,474 | (335,132) |
Stock-based compensation expense | 722,576 | 299,584 |
Shares issued with debt | 7,800 | |
Impairment loss on investment | 3,182 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 63,388 | (167,481) |
Inventories | 51,593 | (2,372) |
Prepaid expenses and other assets | (177,066) | 141,214 |
Accounts payable | 838,278 | 16,390 |
Accrued employee compensation | (63,434) | 3,702 |
Operating lease liability | (43,435) | |
Deferred revenue and other accrued expenses | (9,109) | 606,454 |
Net cash used in operating activities | (5,019,345) | (3,615,582) |
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 Series AA Convertible Preferred Stock | 3,185,100 | 1,255,463 |
Net proceeds from convertible debt | 4,601,300 | 3,848,484 |
Net proceeds from non-convertible debt - third party | 2,956,750 | 1,595,901 |
Net proceeds from non-convertible debt - related party | 239,000 | 116,100 |
Payments on convertible debt | (3,705,485) | (2,097,750) |
Payments on non-convertible debt | (2,021,159) | (1,579,130) |
Payments on non-convertible debt - related party | (175,000) | (58,600) |
Net cash provided by financing activities | 5,080,506 | 3,540,468 |
NET INCREASE (DECREASE) IN CASH | 32,246 | (75,114) |
CASH AT BEGINNING OF YEAR | 103,118 | 81,033 |
CASH AT END OF PERIOD | 135,364 | 5,919 |
SUPPLEMENTAL INFORMATION | ||
Interest paid in cash | 2,571,231 | 856,562 |
NON CASH TRANSACTIONS: | ||
Loan extension fees added to principal | 77,500 | |
Common stock issued for conversion of debt and accrued interest | 342,250 | |
Common stock issued in lieu of cash for dividend | 190,123 | |
Common stock issued in lieu of cash for interest | 201,432 | |
Common stock issued for services to be rendered | 173,520 | |
Common stock issued with debt | 226,133 | 222,272 |
Discount from warrants issued with convertible debt | 162,023 | |
Discount from one-time interest | 169,500 | |
Preferred stock dividends | 1,268,593 | 373,318 |
Conversion of debt into preferred stock | 12,688,634 | |
Conversion of preferred stock into common stock | 160 | |
Contingent beneficial conversion feature on convertible note | 451,665 | 253,000 |
Deemed dividend-triggered down round feature | 213,012 | |
Deemed dividend-beneficial conversion feature | $ 2,625,710 | $ 11,678,571 |
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\Warrants issued for debt extension | $ 70 | 28,420 | 28,490 | ||||||||||
Common stock\Warrants issued for debt extension, shares | 7,000 | ||||||||||||
Stock issued with debt | $ 158 | 59,106 | 59,264 | ||||||||||
Stock issued with debt, shares | 15,750 | ||||||||||||
Warrants issued with debt | 118,416 | 118,416 | |||||||||||
Unrealized loss on investments, net of tax | |||||||||||||
Net loss | (2,231,654) | (2,231,654) | |||||||||||
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 | ||||||
Issuance of common stock for services | $ 173,520 | ||||||||||||
Issuance of common stock for services, shares | 48,000 | ||||||||||||
Net loss | $ (6,321,542) | ||||||||||||
Balance, shares at Sep. 30, 2018 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 580 | 1,657,136 | |||||
Balance at Mar. 31, 2018 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 13,883 | 9,996,929 | 31,087,624 | (57,580,953) | (16,481,505) | |||
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 services | |||||||||||||
Issuance of common stock for services, shares | |||||||||||||
Incentive Shares/Warrants | $ 1,108 | 312,637 | 339,149 | 652,894 | |||||||||
Incentive Shares/Warrants, shares | 110,833 | ||||||||||||
Series AA Preferred Stock dividend | (95,879) | (95,879) | |||||||||||
Issuance of warrants for services | |||||||||||||
Issuance of warrants for services, shares | |||||||||||||
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 | ||||||||||||
Deemed dividend-beneficial conversion feature | (10,532,291) | (213,012) | (10,532,291) | ||||||||||
Conversion of Series K convertible preferred stock | |||||||||||||
Conversion of Series K convertible preferred stock, shares | |||||||||||||
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 | 213,012 | 10,532,291 | ||||||||||
Warrant exercise | |||||||||||||
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 | |||||||||||||
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, shares at Jun. 30, 2018 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 120 | 1,537,094 | |||||
Balance at Jun. 30, 2018 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 52 | $ 15,371 | 17,450,717 | 37,747,441 | (59,958,064) | (4,743,471) | ||
Stock-based compensation | 151,315 | 151,315 | |||||||||||
Issuance of common stock for services | $ 480 | 173,040 | 173,520 | ||||||||||
Issuance of common stock for services, shares | 48,000 | ||||||||||||
Incentive Shares/Warrants | |||||||||||||
Incentive Shares/Warrants, shares | |||||||||||||
Series AA Preferred Stock dividend | (277,439) | (277,439) | |||||||||||
Issuance of common stock for dividends paid-in-kind | $ 308 | 111,101 | 111,409 | ||||||||||
Issuance of common stock for dividends paid-in-kind, shares | 30,764 | ||||||||||||
Deemed dividend-beneficial conversion feature | |||||||||||||
Conversion of Series G convertible preferred stock | |||||||||||||
Conversion of Series G convertible preferred stock, shares | |||||||||||||
Common stock\Warrants issued for debt extension | $ 72 | 25,056 | 25,128 | ||||||||||
Common stock\Warrants issued for debt extension, shares | 7,200 | ||||||||||||
Stock issued with debt | $ 341 | 107,286 | 107,627 | ||||||||||
Stock issued with debt, shares | 34,078 | ||||||||||||
Warrants issued with debt | |||||||||||||
Preferred Stock offering | $ 5 | 679,707 | 470,288 | 1,150,000 | |||||||||
Preferred Stock offering, shares | 460 | ||||||||||||
Offering costs for issuance of preferred stock | 160,265 | (280,895) | (120,630) | ||||||||||
Unrealized loss on investments, net of tax | |||||||||||||
Net loss | (1,752,154) | (1,808,656) | |||||||||||
Balance, shares at Sep. 30, 2018 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 580 | 1,657,136 | |||||
Balance at Dec. 31, 2018 | $ 3 | $ 806 | $ 100 | $ 34 | $ 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 | |||||||||||
Issuance of common stock for services | |||||||||||||
Issuance of common stock for services, shares | |||||||||||||
Series AA Preferred Stock dividend | (355,610) | (355,610) | |||||||||||
Issuance of common stock for dividends paid-in-kind | |||||||||||||
Issuance of common stock for dividends paid-in-kind, shares | |||||||||||||
Conversion of Series AA Convertible Preferred Stock | |||||||||||||
Deemed dividend-beneficial conversion feature | (1,060,199) | (1,060,199) | |||||||||||
Common stock\Warrants issued for debt extension | $ 123 | 27,788 | 27,911 | ||||||||||
Common stock\Warrants issued for debt extension, shares | 12,300 | ||||||||||||
Stock issued with debt | $ 220 | $ 61,590 | $ 61,810 | ||||||||||
Stock issued with debt, shares | 22,008 | ||||||||||||
Warrants issued with debt | |||||||||||||
Conversion of debt and interest for preferred stock | |||||||||||||
Conversion of debt and interest for preferred stock, shares | |||||||||||||
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) | ||||||||||
Unrealized loss on investments, net of tax | |||||||||||||
Issuance of shares for services | $ 500 | 167,500 | 168,000 | ||||||||||
Issuance of shares for services, shares | 50,000 | ||||||||||||
Beneficial conversion feature on Series AA convertible preferred stock | 1,060,199 | 1,060,199 | |||||||||||
Net loss | (2,055,173) | (2,055,173) | |||||||||||
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 | $ 34 | $ 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 | |||||
Issuance of common stock for services | $ 245,000 | ||||||||||||
Issuance of common stock for services, shares | 75,000 | ||||||||||||
Conversion of debt and interest for preferred stock | $ 200,797 | ||||||||||||
Conversion of debt and interest for preferred stock, shares | |||||||||||||
Net loss | $ (7,978,844) | ||||||||||||
Balance, shares at Sep. 30, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,899 | 2,172,163 | |||||
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 | |||||||||||
Series AA Preferred Stock dividend | (420,489) | (420,489) | |||||||||||
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 | ||||||||||||
Conversion of Series AA Convertible Preferred Stock | |||||||||||||
Conversion of Series AA Convertible Preferred Stock, shares | |||||||||||||
Deemed dividend-beneficial conversion feature | (889,532) | (889,532) | |||||||||||
Common stock\Warrants issued for debt extension | $ 490 | 125,418 | 125,908 | ||||||||||
Common stock\Warrants issued for debt extension, shares | 49,027 | ||||||||||||
Stock issued with debt | $ 296 | 105,293 | 105,589 | ||||||||||
Stock issued with debt, shares | 29,641 | ||||||||||||
Warrant modification | |||||||||||||
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) | ||||||||||
Beneficial conversion feature on Series AA convertible preferred stock | 889,532 | 889,532 | |||||||||||
Net loss | (2,766,842) | (2,766,842) | |||||||||||
Balance, shares at Jun. 30, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,518 | 1,889,616 | |||||
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) | ||
Stock-based compensation | 115,002 | 115,002 | |||||||||||
Issuance of common stock for services | $ 250 | 76,750 | 77,000 | ||||||||||
Issuance of common stock for services, shares | 25,000 | ||||||||||||
Incentive Shares/Warrants | |||||||||||||
Incentive Shares/Warrants, shares | |||||||||||||
Series AA Preferred Stock dividend | (492,494) | (492,494) | |||||||||||
Conversion of debt and interest for common stock | $ 1,200 | 341,050 | 342,250 | ||||||||||
Conversion of debt and interest for common stock, shares | 120,000 | ||||||||||||
Issuance of common stock for dividends paid-in-kind | $ 195 | 37,935 | 38,130 | ||||||||||
Issuance of common stock for dividends paid-in-kind, shares | 19,454 | ||||||||||||
Conversion of Series AA Convertible Preferred Stock | $ 0 | $ 160 | (160) | 0 | |||||||||
Conversion of Series AA Convertible Preferred Stock, shares | (16) | 16,000 | |||||||||||
Deemed dividend-beneficial conversion feature | (675,979) | (675,919) | |||||||||||
Beneficial feature on Preferred Stock Offering | 675,979 | 675,919 | |||||||||||
Common stock\Warrants issued for debt extension | $ 796 | 230,517 | 231,313 | ||||||||||
Common stock\Warrants issued for debt extension, shares | 79,610 | ||||||||||||
Stock issued with debt | $ 225 | 58,509 | 58,734 | ||||||||||
Stock issued with debt, shares | 22,483 | ||||||||||||
Contingent beneficial feature on convertible notes | 451,665 | 451,665 | |||||||||||
Preferred Stock offering | $ 4 | 511,739 | 480,257 | 992,000 | |||||||||
Preferred Stock offering, shares | 397 | ||||||||||||
Offering costs for issuance of preferred stock | 105,926 | (205,126) | (99,200) | ||||||||||
Net loss | $ (3,156,829) | $ (3,156,829) | |||||||||||
Balance, shares at Sep. 30, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,899 | 2,172,163 |
Business Overview, Liquidity an
Business Overview, Liquidity and Management Plans | 9 Months Ended |
Sep. 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 nine months ended September 30, 2019 or in fiscal year 2018. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 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 September 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 September 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 | 9 Months Ended |
Sep. 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. as of and for the three and nine months ended September 30, 2019 and 2018 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 nine months ended September 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 | 9 Months Ended |
Sep. 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 ($) Three Months Ended Nine Months Ended Primary geographical markets 2019 2018 2019 2018 North America 381 408 973 1,123 Europe 9 59 103 278 Asia 111 55 454 370 501 522 1,530 1,771 Three Months Ended Nine Months Ended Major products/services lines 2019 2018 2019 2018 Hardware 186 278 571 1,094 Grants - 61 - 106 Consumables 112 43 265 182 Contract research services 149 80 498 147 Sample preparation accessories 19 22 61 118 Technical support/extended service contracts 25 20 93 70 Shipping and handling 8 10 27 38 Other 2 8 15 16 501 522 1,530 1,771 Three Months Ended Nine Months Ended Timing of revenue recognition 2019 2018 2019 2018 Products transferred at a point in time 326 362 939 1,546 Products and services transferred over time 175 160 591 225 501 522 1,530 1,771 Contract balances In thousands of US dollars ($) September 30, 2019 December 31, 2018 Receivables, which are included in ‘Accounts Receivable’ 411 475 Contract liabilities (deferred revenue) 49 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 27 22 - 49 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. Beneficial Conversion Features In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options” the Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt or preferred stock instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price, which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security. 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 nine months ended September 30, 2019 and 2018. For the Three Months Ended September 30, 2019 2018 Top Five Customers 56 % 59 % Federal Agencies 12 % 12 % For the Nine Months Ended September 30, 2019 2018 Top Five Customers 41 % 36 % Federal Agencies 13 % 10 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of September 30, 2019 and December 31, 2018. The Top Five Customers category may include federal agency receivable balances if applicable. September 30, 2019 December, 31, 2018 Top Five Customers 59 % 54 % Federal Agencies 10 % 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 September 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 nine months ended September 30, 2019 and 2018: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Numerator: Net loss $ (3,156,829 ) $ (1,808,656 ) $ (7,978,844 ) $ (6,321,542 ) Deemed dividend on down round feature - - - (213,012 ) Deemed dividend on beneficial conversion feature (675,979 ) (1,146,280 ) (2,625,710 ) (11,678,571 ) Preferred stock dividends (492,494 ) (277,439 ) (1,268,593 ) (373,318 ) Net loss applicable to common shareholders $ (4,325,302 ) $ (3,232,375 ) $ (11,873,147 ) $ (18,586,443 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 1,967,872 1,606,575 1,887,393 1,466,424 Loss per common share – basic and diluted $ (2.20 ) $ (2.01 ) $ (6.29 ) $ (12.67 ) 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 September 30, 2019 2018 Stock options 409,064 341,790 Convertible debt 984,703 361,391 Common stock warrants 9,297,034 6,769,607 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 7,899,422 5,655,454 19,090,015 13,628,034 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 $115,002 and $151,314 for the three months ended September 30, 2019 and 2018, respectively. The Company recognized stock-based compensation expense of $722,576 and $299,584 for the nine months ended September 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 Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Cost of sales $ 5,468 $ 4,698 $ 25,865 $ 4,698 Research and development 22,464 28,444 107,037 59,592 Selling and marketing 14,520 11,822 65,598 26,298 General and administrative 72,550 106,350 $ 524,076 208,996 Total stock-based compensation expense $ 115,002 $ 151,314 $ 722,576 $ 299,584 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, common stock and common stock purchase warrants 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 or preferred stock. 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 note, common stock and/or warrant. Further, upon issuance or modification, we examine the convertible promissory note 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. Any warrant and BCF relative fair values are also recorded as a corresponding debt discount to the convertible notes. 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 September 30, 2019: Fair value measurements at September 30, Quoted Significant Significant 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, Quoted Significant Significant 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 | 9 Months Ended |
Sep. 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 nine months ended September 30, 2019 and 2018 we incurred $135,864 and $137,074 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 September 30, 2019: For the three months ending December 31, 2019 $ 20,738 2020 82,953 2021 2022 - Thereafter - $ 103,691 |
Convertible Debt and Other Debt
Convertible Debt and Other Debt | 9 Months Ended |
Sep. 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 $12,688,635 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 nine months ended September 30, 2018, the Company issued 56,007 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 $211,047. We recognized a $9,615 gain on extinguishment of debt by calculating the difference of the shares valued on the issuance date and the amount of accrued interest through June 11, 2018. 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 nine months ended September 30, 2019, the Company issued convertible notes for net proceeds of approximately $4.6 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 3% to 15%; c) convertible into the Company’s common stock at issuance at a fixed rate of $2.50 to $7.50 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 that were fair valued at issuance dates. The aggregate relative fair value of $226,133 of the shares of common stock issued with the notes was recorded as a debt discount and amortized over the term of the notes. During the nine months ended September 30, 2019 we also have evaluated our convertible notes (upon issuance or modification) for any beneficial conversion feature (“BCF”), reporting the BCF as additional paid in capital and debt discount of $451,665. Finally, we evaluate the convertible notes for derivative liability treatment on an on-going basis and have determined that all our notes did not qualify for derivative accounting treatment as of September 30, 2019. In this period, the amortization of this debt discount was $362,056 and as of September 30, 2019 the unamortized BCF debt discount was $89,610. The specific terms of the convertible notes that are outstanding as of September 30, 2019 are listed in the tables below. Loan Inception Date Term Loan Amount Outstanding Balance with OID Original Issue Discount Interest Rate Conversion Price Deferred Finance Fees Discount related to fair value of conversion feature and warrants/shares February 15, 2018 (1),(2),(3) 6 months $ 100,000 $ 115,000 15 % $ 2.5 $ 9,000 $ 14,106 May 17, 2018 (1),(2) 12 months $ 380,000 $ 191,703 $ 15,200 8 % $ 2.5 $ 15,200 $ 188,007 May 30, 2018 (1),(2) 2 months $ 150,000 $ 75,000 $ - 8 % $ 7.5 $ - $ 6,870 June 8, 2018 (1) 6 months $ 50,000 $ 50,000 $ 2,500 15 % $ 7.5 $ 2,500 $ 3,271 June 12, 2018 (1) 6 months $ 100,000 $ 100,000 $ - 5 % $ 7.5 $ 5,000 $ - June 16, 2018 (1) 9 months $ 130,000 $ 79,000 $ - 5 % $ (4 ) $ - $ - June 16, 2018 (1) 6 months $ 110,000 $ 79,000 $ - 5 % $ (4 ) $ - $ - June 26, 2018 (1),(3) 3 months $ 150,000 $ 86,250 $ - 15 % $ 2.5 $ - $ 25,507 June 28, 2018 (1) 6 months $ 50,000 $ 50,000 $ - 15 % $ 7.5 $ - $ 10,518 July 17, 2018 (1),(3) 3 months $ 100,000 $ 105,000 $ 15,000 15 % $ 2.5 $ - $ 46,597 July 19, 2018 (1) 12 months $ 184,685 $ 150,000 $ 34,685 10 % $ 7.5 $ - $ - October 19, 2018 (1),(2) 6 months $ 100,000 $ 100,000 $ - 5 % $ 7.5 $ - $ - November 13, 2018 (1),(3) 6 months $ 200,000 $ 220,000 $ - 15 % $ 2.5 $ - $ 99,330 January 2, 2019 12 months $ 125,000 $ 112,500 $ - 4 % $ 2.5 $ 6,250 $ 6,620 January 3, 2019 (1) 6 months $ 50,000 $ 50,000 $ 2,500 15 % $ 7.5 $ 2,500 $ - February 21, 2019 12 months $ 215,000 $ 215,000 $ - 4 % $ 2.75 $ 15,000 $ 96,764 February 22, 2019 9 months $ 115,563 $ 115,562 $ 8,063 7 % $ 7.5 $ 2,500 $ - March 18, 2019 (2) 6 months $ 100,000 $ 100,000 $ - 4 % $ 7.5 $ - $ 10,762 June 4, 2019 9 months $ 500,000 $ 500,000 $ - 8 % $ 2.5 $ 40,500 $ 70,631 May 15, 2019 12 months $ 75,000 $ 75,000 $ 7,500 5 % (4 ) $ 2,000 $ 4,235 May 28, 2019 12 months $ 115,500 $ 115,500 $ 5,500 8 % $ 2.75 $ - $ 22,354 May 14, 2019 12 months $ 100,000 $ 100,000 $ - 6 % $ 7.5 $ 2,000 $ - April 30, 2019 12 months $ 105,000 $ 105,000 $ - 4 % $ 7.5 $ 5,000 $ 3,286 June 19, 2019 12 months $ 105,000 $ 105,000 $ - 4 % $ 7.5 $ 5,000 $ 2,646 April 9, 2019 12 months $ 118,800 $ 118,800 $ 8,800 4 % $ 7.5 $ 3,000 $ - May 6, 2019 12 months $ 150,000 $ 150,000 $ - 6 % $ 7.5 $ 7,500 $ 3,534 May 7, 2019 6 months $ 155,000 $ 155,000 $ 5,000 0 % $ 7.5 $ - $ 12,874 April 23, 2019 10 months $ 103,000 $ 103,000 $ - 8 % (4 ) $ 3,000 $ - May 17, 2019 10 months $ 103,000 $ 103,000 $ - 8 % (4 ) $ 3,000 $ - April 10, 20 19 (1),(3) 3 months $ 75,000 $ 86,250 $ - 5 % $ 2.5 $ - $ 37,054 May 20, 2019 (1) 3 months $ 100,000 $ 100,000 $ - 5 % $ 2.5 $ - $ 13,439 June 7, 2019 6 months $ 125,000 $ 125,000 $ - 5 % $ 7.5 $ - $ 18,254 July 1, 2019 12 months $ 107,500 $ 107,500 $ - 4 % $ 4.0 $ 7,500 $ 11,246 July 8, 2019 12 months $ 65,000 $ 65,000 $ - 5 % (4 ) $ 8,500 $ 4,376 July 10, 2019 9 months $ 112,500 $ 112,500 $ - 8 % (4 ) $ 3,000 $ - July 19, 2019 6 months $ 250,000 $ 250,000 $ - 4 % $ 7.5 $ - $ 36,835 July 19, 2019 12 months $ 115,000 $ 115,000 $ - 4 % $ 7.5 $ 5,750 $ 3,989 July 19, 2019 12 months $ 130,000 $ 130,000 $ - 6 % $ 7.5 $ 6,500 $ - August 6, 2019 12 months $ 108,000 $ 108,000 $ - 4 % $ 7.5 $ 11,000 $ - August 14, 2019 6 months $ 50,000 $ 50,000 $ - 3 % $ 7.5 $ - $ - August 27, 2019 10 months $ 113,000 $ 113,000 $ - 8 % (4 ) $ 3,000 $ - September 11, 2019 12 months $ 50,000 $ 50,000 $ - 6 % (4 ) $ 6,500 $ 3,823 September 13, 2019 12 months $ 100,000 $ 100,000 $ - 6 % $ 2.50 $ 2,000 $ - September 27, 2019 12 months $ 78,750 $ 78,750 $ - 4 % $ 2.50 $ 3,750 $ 13,759 $ 5,620,298 $ 5,215,315 $ 104,748 $ 186,450 $ 770,687 (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. (3) Interest was capitalized and added to outstanding principal amount. (4) Note is not currently convertible. For the nine months ended September 30, 2019, the Company recognized amortization expense related to the debt discounts indicated above of $830,181. The unamortized debt discounts as of September 30, 2019 related to the convertible debentures and other convertible notes amounted to $326,380. 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 nine months ended September 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 seventeen loans in the nine months of 2019. We recorded losses on debt extinguishment of $332,474 for the nine months ended September 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. On various dates in the nine months ended September 30, 2019, two lenders converted $300,000 of amounts owed into 120,000 shares of common stock. The amount converted included $200,797 of principal and $141,453 of interest and fees. The Company’s Chief Executive Officer is personally guaranteeing $190,000 of convertible debt of which $190,000 is outstanding as of September 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 4,964,613 Deferred financing cost (285,813 ) Debt discount from shares issued with the notes (262,904 ) Contingent BCF on convertible notes (451,665 ) Conversion of debt into equity (200,797 ) Payments (3,705,485 ) Accretion of interest and amortization of debt discount to interest expense 830,181 Balance at September 30, $ 4,888,935 Less: current portion 4,888,935 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. As further disclosed on page 24, during the nine months ended September 30, 2019 we signed various Merchant Agreements which are secured by second position rights to all customer receipts until the loan has been repaid in full and subject to interest rates from 31% to 47%. Under the terms of these agreements, we received the disclosed Purchase Price and agreed to repay the disclosed Purchase Amount, which is collected by the Merchant lenders at the disclosed Daily Payment Rate. On September 9, 2019, we received a non-convertible loan for $400,000 from a private investor. The loan includes $95,000 of interest and fees through October 9, 2019. The loan is currently past due and the Company and the Investor are negotiating in good faith to extend the loan including interest and late fees owed. On October 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 December 31, 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. 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. Under the agreements below we received the Purchase Price, of which approximately in exchange for rights to all customer receipts until the lender is paid the Purchased Amount, which is collected at the rate of the Daily Payment per business day. The difference between the Purchased Amount and Purchase price is imputed interest that will be recorded as interest expense when paid each day. The Deferred Finance fees below were paid on the inception date. The payments were secured by second position rights to all customer receipts until the loan has been paid in full. The following table shows our Merchant Agreements as of September 30, 2019. Inception Date Purchase Purchased Outstanding Daily Deferred August 5, 2019 600,000 816,000 503,439 4,533.33 6,000 August 19, 2019 350,000 479,500 309,565 2,664.00 3,000 August 23, 2019 175,000 239,750 158,321 1,410.00 1,750 September 19, 2019 275,000 384,275 273,948 2,137.36 5,000 $ 1,400,000 $ 1,919,525 $ 1,245,273 $ 15,750 See Note 8, Subsequent Events. We amortized $31,797 and $56,769 of debt discounts during the nine months ended September 30, 2019 and 2018, respectively for all non-convertible notes. The total unamortized discount for all non-convertible notes as of September 30, 2019 was $7,036. The Company’s Chief Executive Officer is personally guaranteeing $1,245,273 of loans outstanding as of September 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 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 September 30, 2019. During the nine months ended September 30, 2019, we received short-term non-convertible loans of $239,000 from related parties (a member of the Company’s Board of Directors and Company Officers). The loans were repaid in full as of September 30, 2019 except for $79,000. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 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 September 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 nine months ended September 30, 2019, the Company entered into Securities Purchase Agreements with shareholders pursuant to which the Company sold an aggregate of 1,415.6 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 $3,539,000. 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 $353,900 in cash and warrants to purchase 142,280 shares of common stock with a term of five years and an exercise price of $3.50 with relative fair values of $397,860. We issued to the shareholders warrants to purchase 1,415,600 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. Shareholders converted 16 shares of Series AA Convertible Preferred Stock into 16,000 shares of common stock as of September 30, 2019. 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 September 30, 2019, options to acquire 409,064 shares were outstanding under the Plan with 2,590,936 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 September 30, 2019, total unrecognized compensation cost related to the unvested stock-based awards was $562,295, which is expected to be recognized over weighted average period of 0.81 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 September 30, 2019, based on the September 30, 2019 closing stock price of $2.74, was zero. The following tables summarize information concerning options and warrants outstanding and exercisable: Stock Options Warrants Weighted Weighted Average Average Shares Price per share Shares Price per share Total Shares Total Exercisable Balance outstanding, 12/31/18 366,734 $ 3.39 7,764,821 $ 3.50 8,131,555 7,792,570 Granted 62,550 - 1,557,214 3.50 1,619,764 Exercised - - - - - Expired - - (25,001 ) 14.82 (25,001 ) Forfeited (20,220 ) 3.40 - - (20,220 ) Balance outstanding, 9/30/2019 409,064 $ 3.39 9,297,034 $ 3.56 9,706,098 9,486,855 Options Outstanding Options Exercisable Weighted Average Weighted Average Range of Exercise Number of Options Remaining Contractual Exercise Number of Options Remaining Contractual Life (Years) Exercise $ 2.00 - $3.40 409,064 9.2 $ 3.39 189,821 9.1 $ 3.40 $ 2.00 - $3.40 409,064 9.2 $ 3.39 189,821 9.1 $ 3.40 Common Stock Issuances During the nine months ended September 30, 2018, we issued to Debenture holders 56,007 shares of common stock for quarterly interest of $201,432 issued in stock in lieu of cash. Of the 56,007 shares issued, 4,681 shares were issued to members of the Company’s Board of Directors, who are also Debenture holders. On various dates during the nine months ended September 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. 14,200 of the shares with a fair value of $53,618 were issued to existing holders of convertible loans who agreed to extend the terms of the loans for various months; 85,238 shares with a fair value of $286,172 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 nine months ended September 30, 2018 the Company also issued 48,000 shares with a fair value of $173, 520 for services rendered. During the nine months ended September 30, 2019, we issued Series AA holders 61,910 shares of common stock for dividends totaling $190,123 issued in stock in lieu of cash. Of the 61,910 shares issued, 5,432 were issued to members of the Company’s Board of Directors, who are also Series AA holders. During this period shareholders also converted 16 shares of Series AA Convertible Preferred Stock into 16,000 shares of common stock. On various dates during the nine months ended September 30, 2019 the Company issued a total of 335,069 shares of restricted common stock at a fair value of $953,515 to accredited investors. 140,937 of the shares with a fair value of $385,132 were issued to existing holders of convertible loans who agreed to extend the terms for various months; 74,132 of the shares with a fair value of $226,133 were issued in conjunction with the signing of new convertible loans; and 120,000 shares were issued for the conversion of $342,250 of convertible notes and related interest. During the nine months ended September 30, 2019 the company also issued 75,000 shares with a fair value of $245,000 were issued for services rendered. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8) Subsequent Events From October 1, 2019 through December 13, 2019 the Company issued Convertible notes for a total of $806,750. The notes required 5,000 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 five Convertible notes (see below schedule) and issued 6,200 shares to settle a conversion of a convertible loan. Finally, during this period the Company extended a $170,000 non-convertible loan from a private investor to December 31, 2019 (with no extension or interest paid). From October 1, 2019 through December 13, 2019 the Company issued 40 shares of Series AA Convertible Preferred Stock at $2,500 per share and received $90,000 net of $10,000 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. On November 15, 2019 and December 3, 2019, the Company entered into two Securities Purchase Agreements (the “SPAs”) with the same private investor (the “Investor”), pursuant to which the Investor purchased from the Company, for a total purchase price of $800,000 (the “Purchase Price”): (i) 10% Senior Secured Convertible Promissory Notes in the total principal amount of $880,000 (the “Notes”); and (ii) common stock purchase warrants permitting the Investor to purchase up to a total of 176,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an exercise price of $3.50 per share (the “Warrants”, and together with the Notes, the “Securities”). The Notes accrue interest at a rate of ten percent (10%) per annum and mature on November 15, 2020 and December 3, 2020 (the “Maturity Dates”). The Notes contains customary events of default (each an “Event of Default”). If an Event of Default occurs, all outstanding obligations owing under the Notes will become immediately due and payable at the Investor’s election. Any outstanding obligations owing under the Notes which is not paid when due shall bear interest at the rate of eighteen percent (18%) per annum. The Notes are convertible into shares of the Company’s Common Stock, subject to the adjustments described therein. The conversion price (the “Conversion Price”) shall equal to $2.50. In connection with the issuance of the Notes, the Company entered into a General Security Agreement (the “GSA”) with the Investor whereby the Company granted to the Investor a continuing security interest in, lien upon and a right of setoff against, all of the Company’s right, title and interest in all of the Company’s assets. In connection with the SPAs, the Company entered into Registration Rights Agreements (the “RRAs”) pursuant to which it shall (i) use its best efforts to file initial registration statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) to register the Securities, within thirty (30) calendar days after the final closing date of the Company’s offering of Series AA Convertible Preferred Stock (the “Filing Deadline); and (ii) have the Registration Statement declared effective by the Commission within one hundred fifty (150) days of the Filing Deadline. In connection with the SPAs, the Company payed a 10% cash fee (a total of $80,000), to Garden State Securities, Inc. (the “Placement Agent”) for acting as placement agent for the sale of the Securities. The Company will also issue a warrant to the Placement Agent for it to purchase shares of Common Stock equal to ten percent (10%) of the Securities. On November 15, 2019, the Company reached a verbal agreement with its Merchant Agreement lenders to temporarily reduce the Daily Payment Rate from $10,744 to $2,500. Convertible Loan Modifications and Extinguishments Subsequent to September 30, 2019, the Company modified or paid off the following loans: Loan Inception Date Principal Principal and interest paid Extinguished or Extended July 19,2018 $ 150,000 $ 22,500 Conversion term extended to January 19, 2020 April 9,2019 $ 118,000 $ 10,000 Conversion term extended to November 15, 2019 April 23,2019 $ 103,000 $ 143,146 Repaid after September 30, 2019 May 6, 2019 $ 150,000 $ 206,889 Repaid after September 30, 2019 May 7, 2019 $ 155,000 $ 201,500 Repaid after September 30, 2019 May 14, 2019 $ 100,000 $ 136,000 Repaid after September 30, 2019 May 17, 2019 $ 103,000 $ 103,000 Repaid after September 30, 2019 January 2, 2019 $ 125,000 $ 15,000 Conversion term extended to December 9, 2019 February 20, 2019 $ 115,563 $ 16,627 Conversion term extended to February 20, 2020 June 4, 2019 $ 500,000 (1 ) Conversion term extended to December 4, 2019 (1) Loan extended after issuance of 50,000 common stock warrants. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 ($) Three Months Ended Nine Months Ended Primary geographical markets 2019 2018 2019 2018 North America 381 408 973 1,123 Europe 9 59 103 278 Asia 111 55 454 370 501 522 1,530 1,771 Three Months Ended Nine Months Ended Major products/services lines 2019 2018 2019 2018 Hardware 186 278 571 1,094 Grants - 61 - 106 Consumables 112 43 265 182 Contract research services 149 80 498 147 Sample preparation accessories 19 22 61 118 Technical support/extended service contracts 25 20 93 70 Shipping and handling 8 10 27 38 Other 2 8 15 16 501 522 1,530 1,771 Three Months Ended Nine Months Ended Timing of revenue recognition 2019 2018 2019 2018 Products transferred at a point in time 326 362 939 1,546 Products and services transferred over time 175 160 591 225 501 522 1,530 1,771 Contract balances In thousands of US dollars ($) September 30, 2019 December 31, 2018 Receivables, which are included in ‘Accounts Receivable’ 411 475 Contract liabilities (deferred revenue) 49 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 27 22 - 49 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. |
Beneficial Conversion Features | Beneficial Conversion Features In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options” the Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt or preferred stock instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price, which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security. |
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 nine months ended September 30, 2019 and 2018. For the Three Months Ended September 30, 2019 2018 Top Five Customers 56 % 59 % Federal Agencies 12 % 12 % For the Nine Months Ended September 30, 2019 2018 Top Five Customers 41 % 36 % Federal Agencies 13 % 10 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of September 30, 2019 and December 31, 2018. The Top Five Customers category may include federal agency receivable balances if applicable. September 30, 2019 December, 31, 2018 Top Five Customers 59 % 54 % Federal Agencies 10 % 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 September 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 nine months ended September 30, 2019 and 2018: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Numerator: Net loss $ (3,156,829 ) $ (1,808,656 ) $ (7,978,844 ) $ (6,321,542 ) Deemed dividend on down round feature - - - (213,012 ) Deemed dividend on beneficial conversion feature (675,979 ) (1,146,280 ) (2,625,710 ) (11,678,571 ) Preferred stock dividends (492,494 ) (277,439 ) (1,268,593 ) (373,318 ) Net loss applicable to common shareholders $ (4,325,302 ) $ (3,232,375 ) $ (11,873,147 ) $ (18,586,443 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 1,967,872 1,606,575 1,887,393 1,466,424 Loss per common share – basic and diluted $ (2.20 ) $ (2.01 ) $ (6.29 ) $ (12.67 ) 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 September 30, 2019 2018 Stock options 409,064 341,790 Convertible debt 984,703 361,391 Common stock warrants 9,297,034 6,769,607 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 7,899,422 5,655,454 19,090,015 13,628,034 |
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 $115,002 and $151,314 for the three months ended September 30, 2019 and 2018, respectively. The Company recognized stock-based compensation expense of $722,576 and $299,584 for the nine months ended September 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 Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Cost of sales $ 5,468 $ 4,698 $ 25,865 $ 4,698 Research and development 22,464 28,444 107,037 59,592 Selling and marketing 14,520 11,822 65,598 26,298 General and administrative 72,550 106,350 $ 524,076 208,996 Total stock-based compensation expense $ 115,002 $ 151,314 $ 722,576 $ 299,584 |
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, common stock and common stock purchase warrants 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 or preferred stock. 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 note, common stock and/or warrant. Further, upon issuance or modification, we examine the convertible promissory note 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. Any warrant and BCF relative fair values are also recorded as a corresponding debt discount to the convertible notes. |
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 September 30, 2019: Fair value measurements at September 30, Quoted Significant Significant 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, Quoted Significant Significant Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - |
Leases | 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) | 9 Months Ended |
Sep. 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 ($) Three Months Ended Nine Months Ended Primary geographical markets 2019 2018 2019 2018 North America 381 408 973 1,123 Europe 9 59 103 278 Asia 111 55 454 370 501 522 1,530 1,771 Three Months Ended Nine Months Ended Major products/services lines 2019 2018 2019 2018 Hardware 186 278 571 1,094 Grants - 61 - 106 Consumables 112 43 265 182 Contract research services 149 80 498 147 Sample preparation accessories 19 22 61 118 Technical support/extended service contracts 25 20 93 70 Shipping and handling 8 10 27 38 Other 2 8 15 16 501 522 1,530 1,771 Three Months Ended Nine Months Ended Timing of revenue recognition 2019 2018 2019 2018 Products transferred at a point in time 326 362 939 1,546 Products and services transferred over time 175 160 591 225 501 522 1,530 1,771 |
Schedule of Contract Balances | Contract balances In thousands of US dollars ($) September 30, 2019 December 31, 2018 Receivables, which are included in ‘Accounts Receivable’ 411 475 Contract liabilities (deferred revenue) 49 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 27 22 - 49 |
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 nine months ended September 30, 2019 and 2018. For the Three Months Ended September 30, 2019 2018 Top Five Customers 56 % 59 % Federal Agencies 12 % 12 % For the Nine Months Ended September 30, 2019 2018 Top Five Customers 41 % 36 % Federal Agencies 13 % 10 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of September 30, 2019 and December 31, 2018. The Top Five Customers category may include federal agency receivable balances if applicable. September 30, 2019 December, 31, 2018 Top Five Customers 59 % 54 % Federal Agencies 10 % 5 % |
Schedule of Computation of Loss Per Share | The following table illustrates our computation of loss per share for the three months and nine months ended September 30, 2019 and 2018: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Numerator: Net loss $ (3,156,829 ) $ (1,808,656 ) $ (7,978,844 ) $ (6,321,542 ) Deemed dividend on down round feature - - - (213,012 ) Deemed dividend on beneficial conversion feature (675,979 ) (1,146,280 ) (2,625,710 ) (11,678,571 ) Preferred stock dividends (492,494 ) (277,439 ) (1,268,593 ) (373,318 ) Net loss applicable to common shareholders $ (4,325,302 ) $ (3,232,375 ) $ (11,873,147 ) $ (18,586,443 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 1,967,872 1,606,575 1,887,393 1,466,424 Loss per common share – basic and diluted $ (2.20 ) $ (2.01 ) $ (6.29 ) $ (12.67 ) |
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 September 30, 2019 2018 Stock options 409,064 341,790 Convertible debt 984,703 361,391 Common stock warrants 9,297,034 6,769,607 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 7,899,422 5,655,454 19,090,015 13,628,034 |
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 Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Cost of sales $ 5,468 $ 4,698 $ 25,865 $ 4,698 Research and development 22,464 28,444 107,037 59,592 Selling and marketing 14,520 11,822 65,598 26,298 General and administrative 72,550 106,350 $ 524,076 208,996 Total stock-based compensation expense $ 115,002 $ 151,314 $ 722,576 $ 299,584 |
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 September 30, 2019: Fair value measurements at September 30, Quoted Significant Significant 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, Quoted Significant Significant Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 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 September 30, 2019: For the three months ending December 31, 2019 $ 20,738 2020 82,953 2021 2022 - Thereafter - $ 103,691 |
Convertible Debt and Other De_2
Convertible Debt and Other Debt (Tables) | 9 Months Ended |
Sep. 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 September 30, 2019 are listed in the tables below. Loan Inception Date Term Loan Amount Outstanding Balance with OID Original Issue Discount Interest Rate Conversion Price Deferred Finance Fees Discount related to fair value of conversion feature and warrants/shares February 15, 2018 (1),(2),(3) 6 months $ 100,000 $ 115,000 15 % $ 2.5 $ 9,000 $ 14,106 May 17, 2018 (1),(2) 12 months $ 380,000 $ 191,703 $ 15,200 8 % $ 2.5 $ 15,200 $ 188,007 May 30, 2018 (1),(2) 2 months $ 150,000 $ 75,000 $ - 8 % $ 7.5 $ - $ 6,870 June 8, 2018 (1) 6 months $ 50,000 $ 50,000 $ 2,500 15 % $ 7.5 $ 2,500 $ 3,271 June 12, 2018 (1) 6 months $ 100,000 $ 100,000 $ - 5 % $ 7.5 $ 5,000 $ - June 16, 2018 (1) 9 months $ 130,000 $ 79,000 $ - 5 % $ (4 ) $ - $ - June 16, 2018 (1) 6 months $ 110,000 $ 79,000 $ - 5 % $ (4 ) $ - $ - June 26, 2018 (1),(3) 3 months $ 150,000 $ 86,250 $ - 15 % $ 2.5 $ - $ 25,507 June 28, 2018 (1) 6 months $ 50,000 $ 50,000 $ - 15 % $ 7.5 $ - $ 10,518 July 17, 2018 (1),(3) 3 months $ 100,000 $ 105,000 $ 15,000 15 % $ 2.5 $ - $ 46,597 July 19, 2018 (1) 12 months $ 184,685 $ 150,000 $ 34,685 10 % $ 7.5 $ - $ - October 19, 2018 (1),(2) 6 months $ 100,000 $ 100,000 $ - 5 % $ 7.5 $ - $ - November 13, 2018 (1),(3) 6 months $ 200,000 $ 220,000 $ - 15 % $ 2.5 $ - $ 99,330 January 2, 2019 12 months $ 125,000 $ 112,500 $ - 4 % $ 2.5 $ 6,250 $ 6,620 January 3, 2019 (1) 6 months $ 50,000 $ 50,000 $ 2,500 15 % $ 7.5 $ 2,500 $ - February 21, 2019 12 months $ 215,000 $ 215,000 $ - 4 % $ 2.75 $ 15,000 $ 96,764 February 22, 2019 9 months $ 115,563 $ 115,562 $ 8,063 7 % $ 7.5 $ 2,500 $ - March 18, 2019 (2) 6 months $ 100,000 $ 100,000 $ - 4 % $ 7.5 $ - $ 10,762 June 4, 2019 9 months $ 500,000 $ 500,000 $ - 8 % $ 2.5 $ 40,500 $ 70,631 May 15, 2019 12 months $ 75,000 $ 75,000 $ 7,500 5 % (4 ) $ 2,000 $ 4,235 May 28, 2019 12 months $ 115,500 $ 115,500 $ 5,500 8 % $ 2.75 $ - $ 22,354 May 14, 2019 12 months $ 100,000 $ 100,000 $ - 6 % $ 7.5 $ 2,000 $ - April 30, 2019 12 months $ 105,000 $ 105,000 $ - 4 % $ 7.5 $ 5,000 $ 3,286 June 19, 2019 12 months $ 105,000 $ 105,000 $ - 4 % $ 7.5 $ 5,000 $ 2,646 April 9, 2019 12 months $ 118,800 $ 118,800 $ 8,800 4 % $ 7.5 $ 3,000 $ - May 6, 2019 12 months $ 150,000 $ 150,000 $ - 6 % $ 7.5 $ 7,500 $ 3,534 May 7, 2019 6 months $ 155,000 $ 155,000 $ 5,000 0 % $ 7.5 $ - $ 12,874 April 23, 2019 10 months $ 103,000 $ 103,000 $ - 8 % (4 ) $ 3,000 $ - May 17, 2019 10 months $ 103,000 $ 103,000 $ - 8 % (4 ) $ 3,000 $ - April 10, 20 19 (1),(3) 3 months $ 75,000 $ 86,250 $ - 5 % $ 2.5 $ - $ 37,054 May 20, 2019 (1) 3 months $ 100,000 $ 100,000 $ - 5 % $ 2.5 $ - $ 13,439 June 7, 2019 6 months $ 125,000 $ 125,000 $ - 5 % $ 7.5 $ - $ 18,254 July 1, 2019 12 months $ 107,500 $ 107,500 $ - 4 % $ 4.0 $ 7,500 $ 11,246 July 8, 2019 12 months $ 65,000 $ 65,000 $ - 5 % (4 ) $ 8,500 $ 4,376 July 10, 2019 9 months $ 112,500 $ 112,500 $ - 8 % (4 ) $ 3,000 $ - July 19, 2019 6 months $ 250,000 $ 250,000 $ - 4 % $ 7.5 $ - $ 36,835 July 19, 2019 12 months $ 115,000 $ 115,000 $ - 4 % $ 7.5 $ 5,750 $ 3,989 July 19, 2019 12 months $ 130,000 $ 130,000 $ - 6 % $ 7.5 $ 6,500 $ - August 6, 2019 12 months $ 108,000 $ 108,000 $ - 4 % $ 7.5 $ 11,000 $ - August 14, 2019 6 months $ 50,000 $ 50,000 $ - 3 % $ 7.5 $ - $ - August 27, 2019 10 months $ 113,000 $ 113,000 $ - 8 % (4 ) $ 3,000 $ - September 11, 2019 12 months $ 50,000 $ 50,000 $ - 6 % (4 ) $ 6,500 $ 3,823 September 13, 2019 12 months $ 100,000 $ 100,000 $ - 6 % $ 2.50 $ 2,000 $ - September 27, 2019 12 months $ 78,750 $ 78,750 $ - 4 % $ 2.50 $ 3,750 $ 13,759 $ 5,620,298 $ 5,215,315 $ 104,748 $ 186,450 $ 770,687 (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. (3) Interest was capitalized and added to outstanding principal amount. (4) Note is not currently convertible. |
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 4,964,613 Deferred financing cost (285,813 ) Debt discount from shares issued with the notes (262,904 ) Contingent BCF on convertible notes (451,665 ) Conversion of debt into equity (200,797 ) Payments (3,705,485 ) Accretion of interest and amortization of debt discount to interest expense 830,181 Balance at September 30, $ 4,888,935 Less: current portion 4,888,935 Convertible debt, long-term portion $ - |
Schedule of Merchant Agreements | The following table shows our Merchant Agreements as of September 30, 2019. Inception Date Purchase Purchased Outstanding Daily Deferred August 5, 2019 600,000 816,000 503,439 4,533.33 6,000 August 19, 2019 350,000 479,500 309,565 2,664.00 3,000 August 23, 2019 175,000 239,750 158,321 1,410.00 1,750 September 19, 2019 275,000 384,275 273,948 2,137.36 5,000 $ 1,400,000 $ 1,919,525 $ 1,245,273 $ 15,750 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 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 Shares Price per share Shares Price per share Total Shares Total Exercisable Balance outstanding, 12/31/18 366,734 $ 3.39 7,764,821 $ 3.50 8,131,555 7,792,570 Granted 62,550 - 1,557,214 3.50 1,619,764 Exercised - - - - - Expired - - (25,001 ) 14.82 (25,001 ) Forfeited (20,220 ) 3.40 - - (20,220 ) Balance outstanding, 9/30/2019 409,064 $ 3.39 9,297,034 $ 3.56 9,706,098 9,486,855 |
Schedule of Share-based Compensation Stock Option Plans by Exercise Price Range | Options Outstanding Options Exercisable Weighted Average Weighted Average Range of Exercise Number of Options Remaining Contractual Exercise Number of Options Remaining Contractual Life (Years) Exercise $ 2.00 - $3.40 409,064 9.2 $ 3.39 189,821 9.1 $ 3.40 $ 2.00 - $3.40 409,064 9.2 $ 3.39 189,821 9.1 $ 3.40 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Schedule of Convertible Loan Modifications and Extinguishments | Subsequent to September 30, 2019, the Company modified or paid off the following loans: Loan Inception Date Principal Principal and interest paid Extinguished or Extended July 19,2018 $ 150,000 $ 22,500 Conversion term extended to January 19, 2020 April 9,2019 $ 118,000 $ 10,000 Conversion term extended to November 15, 2019 April 23,2019 $ 103,000 $ 143,146 Repaid after September 30, 2019 May 6, 2019 $ 150,000 $ 206,889 Repaid after September 30, 2019 May 7, 2019 $ 155,000 $ 201,500 Repaid after September 30, 2019 May 14, 2019 $ 100,000 $ 136,000 Repaid after September 30, 2019 May 17, 2019 $ 103,000 $ 103,000 Repaid after September 30, 2019 January 2, 2019 $ 125,000 $ 15,000 Conversion term extended to December 9, 2019 February 20, 2019 $ 115,563 $ 16,627 Conversion term extended to February 20, 2020 June 4, 2019 $ 500,000 (1 ) Conversion term extended to December 4, 2019 (1) Loan extended after issuance of 50,000 common stock warrants. |
Business Overview, Liquidity _2
Business Overview, Liquidity and Management Plans (Details Narrative) - lb | 9 Months Ended | |
Sep. 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 | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Investment in equity securities | $ 16,643 | $ 16,643 | $ 16,643 | |||
Estimated a forfeiture rate for awards granted | 5.00% | |||||
Stock-based compensation expense | $ 115,002 | $ 151,314 | $ 607,574 | $ 722,576 | $ 299,584 | |
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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | $ 501,158 | $ 521,766 | $ 1,530,061 | $ 1,771,313 |
Hardware [Member] | ||||
Revenue | 186,000 | 278,000 | 571,000 | 1,094,000 |
Grants [Member] | ||||
Revenue | 61,000 | 106,000 | ||
Consumables [Member] | ||||
Revenue | 112,000 | 43,000 | 265,000 | 182,000 |
Contract Research Services [Member] | ||||
Revenue | 149,000 | 80,000 | 498,000 | 147,000 |
Sample Preparation Accessories [Member] | ||||
Revenue | 19,000 | 22,000 | 61,000 | 118,000 |
Technical Support/Extended Service Contracts [Member] | ||||
Revenue | 25,000 | 20,000 | 93,000 | 70,000 |
Shipping and Handling [Member] | ||||
Revenue | 8,000 | 10,000 | 27,000 | 38,000 |
Others [Member] | ||||
Revenue | 2,000 | 8,000 | 15,000 | 16,000 |
Products Transferred at a Point in Time [Member] | ||||
Revenue | 326,000 | 362,000 | 939,000 | 1,546,000 |
Products and Services Transferred Over Time [Member] | ||||
Revenue | 175,000 | 160,000 | 591,000 | 225,000 |
North America [Member] | ||||
Revenue | 381,000 | 408,000 | 973,000 | 1,123,000 |
Europe [Member] | ||||
Revenue | 9,000 | 59,000 | 103,000 | 278,000 |
Asia [Member] | ||||
Revenue | $ 111,000 | $ 55,000 | $ 454,000 | $ 370,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Contract Balances (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Receivables, which are included in 'Accounts Receivable' | $ 411,000 | $ 475,000 |
Contract liabilities (deferred revenue) | $ 49,000 | $ 58,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Future Related to Performance Obligations (Details) | Sep. 30, 2019USD ($) |
Extended warranty service | $ 49,000 |
2019 [Member] | |
Extended warranty service | 27,000 |
2020 [Member] | |
Extended warranty service | 22,000 |
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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Top Five Customers [Member] | Revenue [Member] | |||||
Concentration credit risk percentage | 56.00% | 59.00% | 41.00% | 36.00% | |
Top Five Customers [Member] | Accounts Receivable [Member] | |||||
Concentration credit risk percentage | 59.00% | 54.00% | |||
Federal Agencies [Member] | Revenue [Member] | |||||
Concentration credit risk percentage | 12.00% | 12.00% | 13.00% | 10.00% | |
Federal Agencies [Member] | Accounts Receivable [Member] | |||||
Concentration credit risk percentage | 10.00% | 5.00% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Computation of Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||||||||
Net loss | $ (3,156,829) | $ (2,766,842) | $ (2,055,173) | $ (1,808,656) | $ (2,281,232) | $ (2,231,654) | $ (7,978,844) | $ (6,321,542) |
Deemed dividend on down round feature | (213,012) | |||||||
Deemed dividend on beneficial conversion feature | (675,979) | (1,146,280) | (2,625,710) | (11,678,571) | ||||
Preferred stock dividends | (492,494) | (277,439) | (1,268,593) | (373,318) | ||||
Net loss attributable to common stockholders | $ (4,325,302) | $ (3,232,375) | $ (11,873,147) | $ (18,586,443) | ||||
Weighted average common stock shares outstanding | 1,967,872 | 1,606,575 | 1,887,393 | 1,466,424 | ||||
Loss per common share - basic and diluted | $ (2.20) | $ (2.01) | $ (6.29) | $ (12.67) |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Total potentially dilutive shares | 19,090,015 | 13,628,034 |
Stock Options [Member] | ||
Total potentially dilutive shares | 409,064 | 341,790 |
Convertible Debt [Member] | ||
Total potentially dilutive shares | 984,703 | 361,391 |
Common Stock Warrants [Member] | ||
Total potentially dilutive shares | 9,297,034 | 6,769,607 |
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 | 7,899,422 | 5,655,454 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Stock Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total stock-based compensation expense | $ 115,002 | $ 151,314 | $ 607,574 | $ 722,576 | $ 299,584 |
Cost of Sales [Member] | |||||
Total stock-based compensation expense | 5,468 | 4,698 | 25,865 | 4,698 | |
Research and Development [Member] | |||||
Total stock-based compensation expense | 22,464 | 28,444 | 107,037 | 59,592 | |
Selling and Marketing [Member] | |||||
Total stock-based compensation expense | 14,520 | 11,822 | 65,598 | 26,298 | |
General and Administrative [Member] | |||||
Total stock-based compensation expense | $ 72,550 | $ 106,350 | $ 524,076 | $ 208,996 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 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 | Sep. 30, 2019 | Sep. 30, 2018 |
Operating liability | $ 136,385 | ||
Estimated borrowing rate | 25.00% | ||
Lease rent per month | $ 135,864 | $ 137,074 | |
Medford [Member] | |||
Lease rent per month | $ 7,130 | ||
Lease expire date | Dec. 30, 2020 | ||
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] | |||
Lease rent per month | $ 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) | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 20,738 |
2020 | 82,953 |
2021 | |
2022 | |
Thereafter | |
Total minimum payments required | $ 103,691 |
Convertible Debt and Other De_3
Convertible Debt and Other Debt (Details Narrative) - USD ($) | Oct. 02, 2019 | Sep. 09, 2019 | Jun. 11, 2018 | May 14, 2018 | May 02, 2018 | May 02, 2018 | Jan. 30, 2018 | Aug. 18, 2017 | Jul. 25, 2017 | May 19, 2017 | May 02, 2017 | Oct. 28, 2016 | Sep. 30, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Dec. 13, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 11, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2019 | Dec. 31, 2018 | Mar. 12, 2018 |
Debt conversion into common stock shares | ||||||||||||||||||||||||||||
Debt conversion amount | $ 12,688,635 | $ 200,797 | ||||||||||||||||||||||||||
Loan amount | $ 4,964,613 | $ 4,964,613 | ||||||||||||||||||||||||||
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 | (185,203) | $ (140,765) | $ (332,474) | $ 335,132 | ||||||||||||||||||||||||
Debenture discounts | $ 287,676 | |||||||||||||||||||||||||||
Proceeds from convertible notes | 4,601,300 | 3,848,484 | ||||||||||||||||||||||||||
Amortization of debt discount | 830,181 | |||||||||||||||||||||||||||
Unamortized debt discount | 326,380 | 326,380 | $ 156,180 | |||||||||||||||||||||||||
Contingent beneficial conversion feature on convertible note | 451,665 | 253,000 | ||||||||||||||||||||||||||
Proceeds from revolving note payable | 460,000 | |||||||||||||||||||||||||||
Convertible debt outstanding | $ 12,688,635 | |||||||||||||||||||||||||||
Origination fee amount | 15,750 | 15,750 | ||||||||||||||||||||||||||
Interest expense | 2,124,477 | 733,209 | 4,001,711 | 3,015,596 | ||||||||||||||||||||||||
Proceeds from short-term non-convertible loans from related parties | 239,000 | 116,100 | ||||||||||||||||||||||||||
Repayment of short-term non-convertible loans from related parties | 175,000 | $ 58,600 | ||||||||||||||||||||||||||
Debentures First Anniversary Date Through June 11, 2018 [Member] | ||||||||||||||||||||||||||||
Debt conversion into common stock shares | 56,007 | |||||||||||||||||||||||||||
Debentures First Anniversary Date Through December 31, 2017 [Member] | ||||||||||||||||||||||||||||
Debt conversion amount | $ 211,047 | |||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 9,615 | |||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||
Loan amount | $ 1,245,273 | |||||||||||||||||||||||||||
Convertible debt outstanding | 190,000 | 190,000 | ||||||||||||||||||||||||||
Beneficial Conversion Feature [Member] | ||||||||||||||||||||||||||||
Amortization of debt discount | 362,056 | |||||||||||||||||||||||||||
Unamortized debt discount | 89,610 | 89,610 | ||||||||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||||||||
Proceeds from convertible notes | 4,600,000 | |||||||||||||||||||||||||||
Unamortized debt discount | $ 226,133 | $ 226,133 | ||||||||||||||||||||||||||
Convertible Notes [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Percentage of annual interest rates | 3.00% | 3.00% | ||||||||||||||||||||||||||
Convertible debentures term | 2 months | |||||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | $ 2.50 | ||||||||||||||||||||||||||
Convertible Notes [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Percentage of annual interest rates | 15.00% | 15.00% | ||||||||||||||||||||||||||
Convertible debentures term | 12 months | |||||||||||||||||||||||||||
Debt conversion price per share | $ 7.50 | $ 7.50 | ||||||||||||||||||||||||||
Convertible Debentures and Other Convertible Notes [Member] | ||||||||||||||||||||||||||||
Unamortized debt discount | $ 326,380 | $ 326,380 | ||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Revolving Note [Member] | Investor [Member] | ||||||||||||||||||||||||||||
Amortization of debt discount | 1,266,691 | |||||||||||||||||||||||||||
Fair value of warrant | 333,334 | |||||||||||||||||||||||||||
Non-Convertible Loan [Member] | Investor [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 | |||||||||||||||||||||||||||
Non-Convertible Loan [Member] | Private Investor [Member] | ||||||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | 10.00% | ||||||||||||||||||||||||||
Convertible debentures term | 1 year | |||||||||||||||||||||||||||
Proceeds from loan | $ 15,000 | |||||||||||||||||||||||||||
Non-Convertible Loan [Member] | Board of Directors and Officers [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 | |||||||||||||||||||||||||||
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 Seventeen Loans [Member] | ||||||||||||||||||||||||||||
Percentage of debt original issue discount on purchase price | 10.00% | 10.00% | ||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 332,474 | |||||||||||||||||||||||||||
Two Lenders Loan [Member] | ||||||||||||||||||||||||||||
Debt conversion into common stock shares | 120,000 | |||||||||||||||||||||||||||
Debt conversion amount | $ 300,000 | |||||||||||||||||||||||||||
Loan amount | $ 200,797 | 200,797 | ||||||||||||||||||||||||||
Interest expense | $ 141,453 | |||||||||||||||||||||||||||
Non-Convertible Loans [Member] | Private Investors [Member] | ||||||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||||
Convertible debentures term | 1 year | 1 year | ||||||||||||||||||||||||||
Proceeds from loan | $ 10,000 | $ 150,000 | ||||||||||||||||||||||||||
Convertible Loan [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Percentage of annual interest rates | 10.00% | |||||||||||||||||||||||||||
Proceeds from convertible notes | $ 170,000 | |||||||||||||||||||||||||||
Debt maturity date | Dec. 31, 2019 | |||||||||||||||||||||||||||
Number of shares issued | 1,200 | |||||||||||||||||||||||||||
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] | Revolving Note [Member] | 15 Day Period [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Proceeds from revolving note payable | 250,000 | |||||||||||||||||||||||||||
Investor [Member] | Revolving Note [Member] | 30 Day Period [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 | |||||||||||||||||||||||||||
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 | $ 520,680 | $ 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 Agreements [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Percentage of annual interest rates | 31.00% | 31.00% | ||||||||||||||||||||||||||
Merchant Agreements [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Percentage of annual interest rates | 47.00% | 47.00% | ||||||||||||||||||||||||||
Merchant Agreement [Member] | ||||||||||||||||||||||||||||
Interest expense | $ 95,000 | |||||||||||||||||||||||||||
Amortization of debt discount | $ 31,797 | $ 56,769 | ||||||||||||||||||||||||||
Unamortized debt discount | $ 7,036 | $ 7,036 | ||||||||||||||||||||||||||
Convertible debt outstanding | $ 400,000 | |||||||||||||||||||||||||||
Series AA Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Debt conversion into common stock shares | 5,075.40 | |||||||||||||||||||||||||||
Debt conversion amount | $ 12,688,635 | |||||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | |||||||||||||||||||||||||||
Reduction in exercise price amount | $ 207,899 | |||||||||||||||||||||||||||
Fair value of other convertible notes | $ 253,000 | |||||||||||||||||||||||||||
Number of shares issued | 16,000 | |||||||||||||||||||||||||||
Series AA Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Warrant exercise price per share | $ 3.50 | |||||||||||||||||||||||||||
Warrants expiration period | 5 years | |||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 1,000 | |||||||||||||||||||||||||||
Number of shares issued | 40 | |||||||||||||||||||||||||||
Shares issued during period, value | $ 2,500 | |||||||||||||||||||||||||||
Broker fees | 10,000 | |||||||||||||||||||||||||||
Series AA Convertible Preferred Stock [Member] | Investor [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Shares issued during period, value | $ 2,500 | |||||||||||||||||||||||||||
Series AA Convertible Preferred Stock [Member] | Warrants [Member] | ||||||||||||||||||||||||||||
Warrant exercise price per share | $ 3.50 | $ 3.50 | ||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock shares | 142,280 | 142,280 | ||||||||||||||||||||||||||
Fair value of warrant | $ 397,860 | |||||||||||||||||||||||||||
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 ($) | 9 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | ||
Loan amount | $ 4,964,613 | ||
Original Issue Discount, outstanding balance | $ 12,688,635 | ||
Deferred Finance Fees | $ 15,750 | ||
Convertible Notes One [Member] | |||
Inception Date | [1],[2],[3] | Feb. 15, 2018 | |
Term | [1],[2],[3] | 6 months | |
Loan amount | [1],[2],[3] | $ 100,000 | |
Original Issue Discount, outstanding balance | [1],[2],[3] | 115,000 | |
Original Issue Discount | [1],[2],[3] | ||
Interest Rate | [1],[2],[3] | 15.00% | |
Conversion Price | [1],[2],[3] | $ 2.50 | |
Deferred Finance Fees | [1],[2],[3] | $ 9,000 | |
Discount related to fair value of conversion feature and warrants/shares | [1],[2],[3] | $ 14,106 | |
Convertible Notes Two [Member] | |||
Inception Date | [2],[3] | May 17, 2018 | |
Term | [2],[3] | 12 months | |
Loan amount | [2],[3] | $ 380,000 | |
Original Issue Discount, outstanding balance | [2],[3] | 191,703 | |
Original Issue Discount | [2],[3] | $ 15,200 | |
Interest Rate | [2],[3] | 8.00% | |
Conversion Price | [2],[3] | $ 2.50 | |
Deferred Finance Fees | [2],[3] | $ 15,200 | |
Discount related to fair value of conversion feature and warrants/shares | [2],[3] | $ 188,007 | |
Convertible Notes Three [Member] | |||
Inception Date | [1],[3] | May 30, 2018 | |
Term | [1],[3] | 2 months | |
Loan amount | [1],[3] | $ 150,000 | |
Original Issue Discount, outstanding balance | [1],[3] | 75,000 | |
Original Issue Discount | [1],[3] | ||
Interest Rate | [1],[3] | 8.00% | |
Conversion Price | [1],[3] | $ 7.50 | |
Deferred Finance Fees | [1],[3] | ||
Discount related to fair value of conversion feature and warrants/shares | [1],[3] | $ 6,870 | |
Convertible Notes Four [Member] | |||
Inception Date | [3] | Jun. 8, 2018 | |
Term | [3] | 6 months | |
Loan amount | [3] | $ 50,000 | |
Original Issue Discount, outstanding balance | [3] | 50,000 | |
Original Issue Discount | [3] | $ 2,500 | |
Interest Rate | [3] | 15.00% | |
Conversion Price | [3] | $ 7.50 | |
Deferred Finance Fees | [3] | $ 2,500 | |
Discount related to fair value of conversion feature and warrants/shares | [3] | $ 3,271 | |
Convertible Notes Five [Member] | |||
Inception Date | [3] | Jun. 12, 2018 | |
Term | [3] | 6 months | |
Loan amount | [3] | $ 100,000 | |
Original Issue Discount, outstanding balance | [3] | 100,000 | |
Original Issue Discount | [3] | ||
Interest Rate | [3] | 5.00% | |
Conversion Price | [3] | $ 7.50 | |
Deferred Finance Fees | [3] | $ 5,000 | |
Discount related to fair value of conversion feature and warrants/shares | [3] | ||
Convertible Notes Six [Member] | |||
Inception Date | [3] | Jun. 16, 2018 | |
Term | [3] | 9 months | |
Loan amount | [3] | $ 130,000 | |
Original Issue Discount, outstanding balance | [3] | 79,000 | |
Original Issue Discount | [3] | ||
Interest Rate | [3] | 5.00% | |
Conversion Price | [3] | $ (4) | |
Deferred Finance Fees | [3] | ||
Discount related to fair value of conversion feature and warrants/shares | [3] | ||
Convertible Notes Seven [Member] | |||
Inception Date | [3] | Jun. 16, 2018 | |
Term | [3] | 6 months | |
Loan amount | [3] | $ 110,000 | |
Original Issue Discount, outstanding balance | [3] | 79,000 | |
Original Issue Discount | [3] | ||
Interest Rate | [3] | 5.00% | |
Conversion Price | [3] | $ (4) | |
Deferred Finance Fees | [3] | ||
Discount related to fair value of conversion feature and warrants/shares | [3] | ||
Convertible Notes Eight [Member] | |||
Inception Date | [1],[3] | Jun. 26, 2018 | |
Term | [1],[3] | 3 months | |
Loan amount | [1],[3] | $ 150,000 | |
Original Issue Discount, outstanding balance | [1],[3] | 86,250 | |
Original Issue Discount | [1],[3] | ||
Interest Rate | [1],[3] | 15.00% | |
Conversion Price | [1],[3] | $ 2.50 | |
Deferred Finance Fees | [1],[3] | ||
Discount related to fair value of conversion feature and warrants/shares | [1],[3] | $ 25,507 | |
Convertible Notes Nine [Member] | |||
Inception Date | [3] | Jun. 28, 2018 | |
Term | [3] | 6 months | |
Loan amount | [3] | $ 50,000 | |
Original Issue Discount, outstanding balance | [3] | 50,000 | |
Original Issue Discount | [3] | ||
Interest Rate | [3] | 15.00% | |
Conversion Price | [3] | $ 7.50 | |
Deferred Finance Fees | [3] | ||
Discount related to fair value of conversion feature and warrants/shares | [3] | $ 10,518 | |
Convertible Notes Ten [Member] | |||
Inception Date | [1],[3] | Jul. 17, 2018 | |
Term | [1],[3] | 3 months | |
Loan amount | [1],[3] | $ 100,000 | |
Original Issue Discount, outstanding balance | [1],[3] | 105,000 | |
Original Issue Discount | [1],[3] | $ 15,000 | |
Interest Rate | [1],[3] | 15.00% | |
Conversion Price | [1],[3] | $ 2.50 | |
Deferred Finance Fees | [1],[3] | ||
Discount related to fair value of conversion feature and warrants/shares | [1],[3] | $ 46,597 | |
Convertible Notes Eleven [Member] | |||
Inception Date | [3] | Jul. 19, 2018 | |
Term | [3] | 12 months | |
Loan amount | [3] | $ 184,685 | |
Original Issue Discount, outstanding balance | [3] | 150,000 | |
Original Issue Discount | [3] | $ 34,685 | |
Interest Rate | [3] | 10.00% | |
Conversion Price | [3] | $ 7.50 | |
Deferred Finance Fees | [3] | ||
Discount related to fair value of conversion feature and warrants/shares | [3] | ||
Convertible Notes Twelve [Member] | |||
Inception Date | [2],[3] | Oct. 19, 2018 | |
Term | [2],[3] | 6 months | |
Loan amount | [2],[3] | $ 100,000 | |
Original Issue Discount, outstanding balance | [2],[3] | 100,000 | |
Original Issue Discount | [2],[3] | ||
Interest Rate | [2],[3] | 5.00% | |
Conversion Price | [2],[3] | $ 7.50 | |
Deferred Finance Fees | [2],[3] | ||
Discount related to fair value of conversion feature and warrants/shares | [2],[3] | ||
Convertible Notes Thirteen [Member] | |||
Inception Date | [1],[3] | Nov. 13, 2018 | |
Term | [1],[3] | 6 months | |
Loan amount | [1],[3] | $ 200,000 | |
Original Issue Discount, outstanding balance | [1],[3] | 220,000 | |
Original Issue Discount | [1],[3] | ||
Interest Rate | [1],[3] | 15.00% | |
Conversion Price | [1],[3] | $ 2.50 | |
Deferred Finance Fees | [1],[3] | ||
Discount related to fair value of conversion feature and warrants/shares | [1],[3] | $ 99,330 | |
Convertible Notes Fourteen [Member] | |||
Inception Date | Jan. 2, 2019 | ||
Term | 12 months | ||
Loan amount | $ 125,000 | ||
Original Issue Discount, outstanding balance | 112,500 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | $ 6,250 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 6,620 | ||
Convertible Notes Fifteen [Member] | |||
Inception Date | [3] | Jan. 3, 2019 | |
Term | [3] | 6 months | |
Loan amount | [3] | $ 50,000 | |
Original Issue Discount, outstanding balance | [3] | 50,000 | |
Original Issue Discount | [3] | $ 2,500 | |
Interest Rate | [3] | 15.00% | |
Conversion Price | [3] | $ 7.50 | |
Deferred Finance Fees | [3] | $ 2,500 | |
Discount related to fair value of conversion feature and warrants/shares | [3] | ||
Convertible Notes Sixteen [Member] | |||
Inception Date | Feb. 21, 2019 | ||
Term | 12 months | ||
Loan amount | $ 215,000 | ||
Original Issue Discount, outstanding balance | 215,000 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | $ 15,000 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 96,764 | ||
Convertible Notes Seventeen [Member] | |||
Inception Date | Feb. 22, 2019 | ||
Term | 9 months | ||
Loan amount | $ 115,563 | ||
Original Issue Discount, outstanding balance | 115,562 | ||
Original Issue Discount | $ 8,063 | ||
Interest Rate | 7.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | $ 2,500 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes Eighteen [Member] | |||
Inception Date | [2] | Mar. 18, 2019 | |
Term | [2] | 6 months | |
Loan amount | [2] | $ 100,000 | |
Original Issue Discount, outstanding balance | [2] | 100,000 | |
Original Issue Discount | [2] | ||
Interest Rate | [2] | 4.00% | |
Conversion Price | [2] | $ 7.50 | |
Deferred Finance Fees | [2] | ||
Discount related to fair value of conversion feature and warrants/shares | [2] | $ 10,762 | |
Convertible Notes Nineteen [Member] | |||
Inception Date | Jun. 4, 2019 | ||
Term | 9 months | ||
Loan amount | $ 500,000 | ||
Original Issue Discount, outstanding balance | 500,000 | ||
Original Issue Discount | |||
Interest Rate | 8.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 40,500 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 70,631 | ||
Convertible Notes Twenty [Member] | |||
Inception Date | May 15, 2019 | ||
Term | 12 months | ||
Loan amount | $ 75,000 | ||
Original Issue Discount, outstanding balance | 75,000 | ||
Original Issue Discount | $ 7,500 | ||
Interest Rate | 5.00% | ||
Conversion Price | [4] | $ (4) | |
Deferred Finance Fees | $ 2,000 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 4,235 | ||
Convertible Notes Twenty One [Member] | |||
Inception Date | May 28, 2019 | ||
Term | 12 months | ||
Loan amount | $ 115,500 | ||
Original Issue Discount, outstanding balance | 115,500 | ||
Original Issue Discount | $ 5,500 | ||
Interest Rate | 8.00% | ||
Conversion Price | $ 2.75 | ||
Deferred Finance Fees | |||
Discount related to fair value of conversion feature and warrants/shares | $ 22,354 | ||
Convertible Notes Twenty Two [Member] | |||
Inception Date | May 14, 2019 | ||
Term | 12 months | ||
Loan amount | $ 100,000 | ||
Original Issue Discount, outstanding balance | 100,000 | ||
Original Issue Discount | |||
Interest Rate | 6.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | $ 2,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes Twenty Three [Member] | |||
Inception Date | Apr. 30, 2019 | ||
Term | 12 months | ||
Loan amount | $ 105,000 | ||
Original Issue Discount, outstanding balance | 105,000 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | $ 5,000 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 3,286 | ||
Convertible Notes Twenty Four [Member] | |||
Inception Date | Jun. 19, 2019 | ||
Term | 12 months | ||
Loan amount | $ 105,000 | ||
Original Issue Discount, outstanding balance | $ 105,000 | ||
Interest Rate | 4.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | $ 5,000 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 2,646 | ||
Convertible Notes Twenty Five [Member] | |||
Inception Date | Apr. 9, 2019 | ||
Term | 12 months | ||
Loan amount | $ 118,800 | ||
Original Issue Discount, outstanding balance | 118,800 | ||
Original Issue Discount | $ 8,800 | ||
Interest Rate | 4.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | $ 3,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes Twenty Six [Member] | |||
Inception Date | May 6, 2019 | ||
Term | 12 months | ||
Loan amount | $ 150,000 | ||
Original Issue Discount, outstanding balance | 150,000 | ||
Original Issue Discount | |||
Interest Rate | 6.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | $ 7,500 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 3,534 | ||
Convertible Notes Twenty Seven [Member] | |||
Inception Date | May 7, 2019 | ||
Term | 6 months | ||
Loan amount | $ 155,000 | ||
Original Issue Discount, outstanding balance | 155,000 | ||
Original Issue Discount | $ 5,000 | ||
Interest Rate | 0.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | |||
Discount related to fair value of conversion feature and warrants/shares | $ 12,874 | ||
Convertible Notes Twenty Eight [Member] | |||
Inception Date | Apr. 23, 2019 | ||
Term | 10 months | ||
Loan amount | $ 103,000 | ||
Original Issue Discount, outstanding balance | 103,000 | ||
Original Issue Discount | |||
Interest Rate | 8.00% | ||
Conversion Price | [4] | $ (4) | |
Deferred Finance Fees | $ 3,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes Twenty Nine [Member] | |||
Inception Date | May 17, 2019 | ||
Term | 10 months | ||
Loan amount | $ 103,000 | ||
Original Issue Discount, outstanding balance | 103,000 | ||
Original Issue Discount | |||
Interest Rate | 8.00% | ||
Conversion Price | [4] | $ (4) | |
Deferred Finance Fees | $ 3,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes Thirty [Member] | |||
Inception Date | [1],[3] | Apr. 10, 2020 | |
Term | [1],[3] | 3 months | |
Loan amount | [1],[3] | $ 75,000 | |
Original Issue Discount, outstanding balance | [1],[3] | 86,250 | |
Original Issue Discount | [1],[3] | ||
Interest Rate | [1],[3] | 5.00% | |
Conversion Price | [1],[3] | $ 2.50 | |
Deferred Finance Fees | [1],[3] | ||
Discount related to fair value of conversion feature and warrants/shares | [1],[3] | $ 37,054 | |
Convertible Notes Thirty One [Member] | |||
Inception Date | [3] | May 20, 2019 | |
Term | [3] | 3 months | |
Loan amount | [3] | $ 100,000 | |
Original Issue Discount, outstanding balance | [3] | 100,000 | |
Original Issue Discount | [3] | ||
Interest Rate | [3] | 5.00% | |
Conversion Price | [3] | $ 2.5 | |
Deferred Finance Fees | [3] | ||
Discount related to fair value of conversion feature and warrants/shares | [3] | $ 13,439 | |
Convertible Notes Thirty Two [Member] | |||
Inception Date | Jun. 7, 2019 | ||
Term | 6 months | ||
Loan amount | $ 125,000 | ||
Original Issue Discount, outstanding balance | 125,000 | ||
Original Issue Discount | |||
Interest Rate | 5.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | |||
Discount related to fair value of conversion feature and warrants/shares | $ 18,254 | ||
Convertible Notes Thirty Three [Member] | |||
Inception Date | Jul. 1, 2019 | ||
Term | 12 months | ||
Loan amount | $ 107,500 | ||
Original Issue Discount, outstanding balance | 107,500 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price | $ 4 | ||
Deferred Finance Fees | $ 7,500 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 11,246 | ||
Convertible Notes Thirty Four [Member] | |||
Inception Date | Jul. 8, 2019 | ||
Term | 12 months | ||
Loan amount | $ 65,000 | ||
Original Issue Discount, outstanding balance | 65,000 | ||
Original Issue Discount | |||
Interest Rate | 5.00% | ||
Conversion Price | [4] | $ (4) | |
Deferred Finance Fees | $ 8,500 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 4,376 | ||
Convertible Notes Thirty Five [Member] | |||
Inception Date | Jul. 10, 2019 | ||
Term | 9 months | ||
Loan amount | $ 112,500 | ||
Original Issue Discount, outstanding balance | 112,500 | ||
Original Issue Discount | |||
Interest Rate | 8.00% | ||
Conversion Price | [4] | $ (4) | |
Deferred Finance Fees | $ 3,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes Thirty Six [Member] | |||
Inception Date | Jul. 19, 2019 | ||
Term | 6 months | ||
Loan amount | $ 250,000 | ||
Original Issue Discount, outstanding balance | 250,000 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | |||
Discount related to fair value of conversion feature and warrants/shares | $ 36,835 | ||
Convertible Notes Thirty Seven [Member] | |||
Inception Date | Jul. 19, 2019 | ||
Term | 12 months | ||
Loan amount | $ 115,000 | ||
Original Issue Discount, outstanding balance | 115,000 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | $ 5,750 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 3,989 | ||
Convertible Notes Thirty Eight [Member] | |||
Inception Date | Jul. 19, 2019 | ||
Term | 12 months | ||
Loan amount | $ 130,000 | ||
Original Issue Discount, outstanding balance | 130,000 | ||
Original Issue Discount | |||
Interest Rate | 6.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | $ 6,500 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes Thirty Nine [Member] | |||
Inception Date | Aug. 6, 2019 | ||
Term | 12 months | ||
Loan amount | $ 108,000 | ||
Original Issue Discount, outstanding balance | 108,000 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | $ 11,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes Forty [Member] | |||
Inception Date | Aug. 14, 2019 | ||
Term | 6 months | ||
Loan amount | $ 50,000 | ||
Original Issue Discount, outstanding balance | 50,000 | ||
Original Issue Discount | |||
Interest Rate | 3.00% | ||
Conversion Price | [4] | $ 7.50 | |
Deferred Finance Fees | |||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes Forty One [Member] | |||
Inception Date | Aug. 27, 2019 | ||
Term | 10 months | ||
Loan amount | $ 113,000 | ||
Original Issue Discount, outstanding balance | 113,000 | ||
Original Issue Discount | |||
Interest Rate | 8.00% | ||
Conversion Price | [4] | $ (4) | |
Deferred Finance Fees | $ 3,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes Forty Two [Member] | |||
Inception Date | Sep. 11, 2019 | ||
Term | 12 months | ||
Loan amount | $ 50,000 | ||
Original Issue Discount, outstanding balance | 50,000 | ||
Original Issue Discount | |||
Interest Rate | 6.00% | ||
Conversion Price | [4] | $ (4) | |
Deferred Finance Fees | $ 6,500 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 3,823 | ||
Convertible Notes Forty Three [Member] | |||
Inception Date | Sep. 13, 2019 | ||
Term | 12 months | ||
Loan amount | $ 100,000 | ||
Original Issue Discount, outstanding balance | 100,000 | ||
Original Issue Discount | |||
Interest Rate | 6.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 2,000 | ||
Discount related to fair value of conversion feature and warrants/shares | |||
Convertible Notes Forty Four [Member] | |||
Inception Date | Sep. 27, 2019 | ||
Term | 12 months | ||
Loan amount | $ 78,750 | ||
Original Issue Discount, outstanding balance | 78,750 | ||
Original Issue Discount | |||
Interest Rate | 4.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 3,750 | ||
Discount related to fair value of conversion feature and warrants/shares | 13,759 | ||
Convertible Notes [Member] | |||
Loan amount | 5,620,298 | ||
Original Issue Discount, outstanding balance | 5,215,315 | ||
Original Issue Discount | 104,748 | ||
Deferred Finance Fees | 186,450 | ||
Discount related to fair value of conversion feature and warrants/shares | $ 770,687 | ||
[1] | Interest was capitalized and added to outstanding principal amount. | ||
[2] | The note is currently past due. The Company and the lender are negotiating in good faith to extend the loan. | ||
[3] | The notes were extended for an additional term. | ||
[4] | Note is not currently convertible. |
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 ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Debt Disclosure [Abstract] | ||||
Balance at January 1, | $ 4,000,805 | $ 4,000,805 | ||
Issuance of convertible debt, face value | 4,964,613 | |||
Deferred financing cost | (285,813) | |||
Debt discount from shares issued with the notes | (262,904) | |||
Contingent BCF on convertible notes | (451,665) | |||
Conversion of debt into equity | $ (12,688,635) | (200,797) | ||
Payments | (3,705,485) | $ (2,097,750) | ||
Accretion of interest and amortization of debt discount to interest expense | 830,181 | |||
Balance at September 30, | 4,888,935 | |||
Less: current portion | 4,888,935 | |||
Convertible debt, long-term portion |
Convertible Debt and Other De_7
Convertible Debt and Other Debt - Schedule of Merchant Agreements (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Purchase Price | $ 1,400,000 |
Purchased Amount | 1,919,525 |
Outstanding Balance | 1,245,273 |
Deferred Finance Fees | $ 15,750 |
Merchant Agreements One [Member] | |
Inception Date | Aug. 5, 2019 |
Purchase Price | $ 600,000 |
Purchased Amount | 816,000 |
Outstanding Balance | 503,439 |
Daily Payment | 4,533 |
Deferred Finance Fees | $ 6,000 |
Merchant Agreements Two [Member] | |
Inception Date | Aug. 19, 2019 |
Purchase Price | $ 350,000 |
Purchased Amount | 479,500 |
Outstanding Balance | 309,565 |
Daily Payment | 2,664 |
Deferred Finance Fees | $ 3,000 |
Merchant Agreements Three [Member] | |
Inception Date | Aug. 23, 2019 |
Purchase Price | $ 175,000 |
Purchased Amount | 239,750 |
Outstanding Balance | 158,321 |
Daily Payment | 1,410 |
Deferred Finance Fees | $ 1,750 |
Merchant Agreements Four [Member] | |
Inception Date | Sep. 19, 2019 |
Purchase Price | $ 275,000 |
Purchased Amount | 384,275 |
Outstanding Balance | 273,948 |
Daily Payment | 2,137 |
Deferred Finance Fees | $ 5,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jun. 28, 2019 | Nov. 05, 2018 | Jul. 18, 2018 | Jul. 18, 2018 | Jun. 11, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 12, 2013 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Common stock, shares outstanding under the plan | 9,706,098 | 9,706,098 | 8,131,555 | ||||||||||||
Outstanding stock options, terminated | 20,220 | ||||||||||||||
New stock options, exercise price | $ 3.39 | $ 3.39 | |||||||||||||
Stock options issued | 1,619,764 | ||||||||||||||
Issuance of stock options | $ 759,469 | ||||||||||||||
Total unrecognized compensation cost | $ 562,295 | $ 562,295 | |||||||||||||
Unvested stock options weighted average period | 9 months 22 days | ||||||||||||||
Options outstanding and exercisable closing price | $ 2.74 | ||||||||||||||
Aggregate intrinsic value of options outstanding and exercisable | 0 | $ 0 | |||||||||||||
Number of existing holders of convertible loans | |||||||||||||||
Number of existing holders of convertible loans, value | 58,734 | $ 105,589 | $ 61,810 | $ 107,627 | $ 119,281 | $ 59,264 | |||||||||
Number of common stock for services rendered | 75,000 | 48,000 | |||||||||||||
Number of common stock for services rendered, value | $ 77,000 | $ 173,520 | $ 245,000 | $ 173,520 | |||||||||||
Conversion of preferred into common stock | $ 451,665 | $ 253,000 | |||||||||||||
Convertible Loan [Member] | |||||||||||||||
Number of existing holders of convertible loans | 140,937 | 14,200 | |||||||||||||
Number of existing holders of convertible loans, value | $ 385,132 | $ 53,618 | |||||||||||||
New Convertible Loan [Member] | |||||||||||||||
Number of existing holders of convertible loans | 74,132 | 85,238 | |||||||||||||
Number of existing holders of convertible loans, value | $ 226,133 | $ 286,172 | |||||||||||||
Common Stock Issuances [Member] | |||||||||||||||
Conversion of stock, shares converted | 120,000 | ||||||||||||||
Conversion of preferred into common stock | $ 342,250 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Number of existing holders of convertible loans | 22,483 | 29,641 | 22,008 | 34,078 | 35,410 | 15,750 | |||||||||
Number of existing holders of convertible loans, value | $ 225 | $ 296 | $ 220 | $ 341 | $ 354 | $ 158 | |||||||||
Number of common stock for services rendered | 25,000 | 48,000 | |||||||||||||
Number of common stock for services rendered, value | $ 250 | $ 480 | |||||||||||||
Debenture Holders [Member] | |||||||||||||||
Number of shares issued | 56,007 | ||||||||||||||
Interest expense | $ 201,432 | ||||||||||||||
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 | 4,681 | ||||||||||||||
Accredited Investor [Member] | Restricted Common Stock [Member] | |||||||||||||||
Number of restricted stock issued during period | 335,069 | 194,236 | |||||||||||||
Number of restricted stock issued during period, value | $ 953,515 | $ 949,952 | |||||||||||||
Series AA Holders [Member] | |||||||||||||||
Shares issued for dividends in lieu of cash | 5,432 | ||||||||||||||
Series AA Holders [Member] | Common Stock [Member] | |||||||||||||||
Shares issued for dividends in lieu of cash | 61,910 | ||||||||||||||
Shares issued for dividends in lieu of cash, value | $ 190,123 | ||||||||||||||
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 | 2,590,936 | 2,590,936 | 3,000,000 | ||||||||||||
Common stock, shares outstanding under the plan | 409,064 | 409,064 | |||||||||||||
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 | 7,899 | 7,899 | 6,499 | ||||||||||||
Preferred stock, shares outstanding | 7,899 | 7,899 | 6,499 | ||||||||||||
Conversion of stock, shares converted | 16 | ||||||||||||||
Number of shares issued | 16,000 | ||||||||||||||
Series AA Convertible Preferred Stock [Member] | Warrants [Member] | |||||||||||||||
Warrant to purchase shares of common stock | 142,280 | 142,280 | |||||||||||||
Warrant exercise price per share | $ 3.50 | $ 3.50 | |||||||||||||
Warrant term | 5 years | ||||||||||||||
Fair value of warrant | $ 397,860 | ||||||||||||||
Series AA Convertible Preferred Stock [Member] | Securities Purchase Agreements [Member] | |||||||||||||||
Sale of stock | 1,415.6 | ||||||||||||||
Conversion of stock, shares converted | 1,000 | ||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||||||||||
Sale of stock, aggregate purchase price | $ 3,539,000 | ||||||||||||||
Cumulative dividend rate percentage | 8.00% | ||||||||||||||
Broker fees | $ 353,900 | ||||||||||||||
Warrant to purchase shares of common stock | 1,415,600 | 1,415,600 | |||||||||||||
Warrant exercise price per share | $ 3.50 | $ 3.50 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Concerning Options and Warrants Outstanding and Exercisable (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Shares, Beginning balance | 8,131,555 |
Shares, Granted | 1,619,764 |
Shares, Exercised | |
Shares, Expired | (25,001) |
Shares, Forfeited | (20,220) |
Shares, Ending balance | 9,706,098 |
Exercisable, Beginning balance | 7,792,570 |
Exercisable, Ending balance | 9,486,855 |
Stock Option [Member] | |
Shares, Beginning balance | 366,734 |
Shares, Granted | 62,550 |
Shares, Exercised | |
Shares, Expired | |
Shares, Forfeited | (20,220) |
Shares, Ending balance | 409,064 |
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 | 1,557,214 |
Shares, Exercised | |
Shares, Expired | (25,001) |
Shares, Forfeited | |
Shares, Ending balance | 9,297,034 |
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 | 14.82 |
Weighted average price per share, Forfeited | $ / shares | |
Weighted average price per share, Ending balance | $ / shares | $ 3.56 |
Stockholders' (Deficit) - Sched
Stockholders' (Deficit) - Schedule of Share-based Compensation Stock Option Plans by Exercise Price Range (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Exercise price range, lower range limit | $ 2 |
Exercise price range, upper range limit | $ 3.40 |
Options outstanding, number of options | shares | 409,064 |
Options outstanding, weighted average remaining contractual life (years) | 9 years 2 months 12 days |
Options outstanding, weighted average exercise price | $ 3.39 |
Options exercisable, number of options | shares | 189,821 |
Options exercisable, weighted average remaining contractual life (years) | 9 years 1 month 6 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 | 409,064 |
Options outstanding, weighted average remaining contractual life (years) | 9 years 2 months 12 days |
Options outstanding, weighted average exercise price | $ 3.39 |
Options exercisable, number of options | shares | 189,821 |
Options exercisable, weighted average remaining contractual life (years) | 9 years 1 month 6 days |
Options exercisable, weighted average exercise price | $ 3.40 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 04, 2019 | Dec. 03, 2019 | Nov. 15, 2019 | Nov. 15, 2019 | Nov. 14, 2019 | Dec. 13, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Mar. 12, 2018 |
Proceeds from convertible notes | $ 4,601,300 | $ 3,848,484 | ||||||||
Proceeds from sale of convertible preferred stock | 3,185,100 | $ 1,255,463 | ||||||||
Principal | $ 4,964,613 | |||||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||||||
Series AA Convertible Preferred Stock [Member] | ||||||||||
Number of shares issued | 16,000 | |||||||||
Number of shares converted | 16 | |||||||||
Conversion price | $ 2.50 | |||||||||
Series AA Convertible Preferred Stock [Member] | Securities Purchase Agreements [Member] | ||||||||||
Broker fees | $ 353,900 | |||||||||
Number of shares converted | 1,000 | |||||||||
Warrants to purchase common stock | 1,415,600 | |||||||||
Warrant exercise price | $ 3.50 | |||||||||
Common stock, par value | $ 0.01 | |||||||||
Subsequent Event [Member] | Merchant Agreement [Member] | ||||||||||
Temporary reduction in daily payment rate | $ 2,500 | $ 10,744 | ||||||||
Subsequent Event [Member] | Series AA Convertible Preferred Stock [Member] | ||||||||||
Number of shares issued | 40 | |||||||||
Number of shares issued, value | $ 2,500 | |||||||||
Proceeds from sale of convertible preferred stock | 90,000 | |||||||||
Broker fees | $ 10,000 | |||||||||
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] | Two Securities Purchase Agreements [Member] | ||||||||||
Warrants to purchase common stock | 176,000 | 176,000 | 176,000 | |||||||
Warrant exercise price | $ 3.50 | $ 3.50 | $ 3.50 | |||||||
Purchase price amount | $ 800,000 | $ 800,000 | ||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Debt maturity date | Dec. 3, 2020 | |||||||||
Placement agent fees, percentage | 10.00% | |||||||||
Placement agent fees | $ 80,000 | |||||||||
Subsequent Event [Member] | Investor [Member] | Series AA Convertible Preferred Stock [Member] | ||||||||||
Number of shares issued, value | $ 2,500 | |||||||||
Subsequent Event [Member] | Lenders [Member] | Standstill and Forbearance Agreements [Member] | ||||||||||
Number of shares issued | 0 | |||||||||
Principal | $ 0 | |||||||||
Subsequent Event [Member] | New Convertible Note [Member] | ||||||||||
Proceeds from convertible notes | $ 806,750 | |||||||||
Number of shares to be issued for notes | 5,000 | |||||||||
Number of shares converted | 6,200 | |||||||||
Subsequent Event [Member] | New Convertible Note [Member] | Minimum [Member] | ||||||||||
Interest rate | 4.00% | |||||||||
Debt term | 9 months | |||||||||
Subsequent Event [Member] | New Convertible Note [Member] | Maximum [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Debt term | 12 months | |||||||||
Subsequent Event [Member] | Non-Convertible [Member] | Private Investor [Member] | ||||||||||
Loans payable | $ 170,000 | |||||||||
Subsequent Event [Member] | 10% Senior Secured Convertible Promissory Note [Member] | Investor [Member] | Two Securities Purchase Agreements [Member] | ||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | |||||||
Principal | $ 880,000 | $ 880,000 | $ 880,000 | |||||||
Conversion price | $ 2.50 | |||||||||
Subsequent Event [Member] | 10% Senior Secured Convertible Promissory Note [Member] | Investor [Member] | Securities Purchase Agreements [Member] | ||||||||||
Debt maturity date | Nov. 15, 2020 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Convertible Loan Modifications and Extinguishments (Details) - USD ($) | 2 Months Ended | ||
Dec. 11, 2019 | Sep. 30, 2019 | ||
Subsequent Event [Line Items] | |||
Principal | $ 4,964,613 | ||
Subsequent Event [Member] | Convertible Loan One [Member] | |||
Subsequent Event [Line Items] | |||
Loan Inception Date | Jul. 19, 2018 | ||
Principal | $ 150,000 | ||
Principal and interest paid | $ 22,500 | ||
Extinguised or Extended | Conversion term extended to January 19, 2020 | ||
Subsequent Event [Member] | Convertible Loan Two [Member] | |||
Subsequent Event [Line Items] | |||
Loan Inception Date | Apr. 9, 2019 | ||
Principal | $ 118,000 | ||
Principal and interest paid | $ 10,000 | ||
Extinguised or Extended | Conversion term extended to November 15, 2019 | ||
Subsequent Event [Member] | Convertible Loan Three [Member] | |||
Subsequent Event [Line Items] | |||
Loan Inception Date | Apr. 23, 2019 | ||
Principal | $ 103,000 | ||
Principal and interest paid | $ 143,146 | ||
Extinguised or Extended | Repaid after September 30, 2019 | ||
Subsequent Event [Member] | Convertible Loan Four [Member] | |||
Subsequent Event [Line Items] | |||
Loan Inception Date | May 6, 2019 | ||
Principal | $ 150,000 | ||
Principal and interest paid | $ 206,889 | ||
Extinguised or Extended | Repaid after September 30, 2019 | ||
Subsequent Event [Member] | Convertible Loan Five [Member] | |||
Subsequent Event [Line Items] | |||
Loan Inception Date | May 7, 2019 | ||
Principal | $ 155,000 | ||
Principal and interest paid | $ 201,500 | ||
Extinguised or Extended | Repaid after September 30, 2019 | ||
Subsequent Event [Member] | Convertible Loan Six [Member] | |||
Subsequent Event [Line Items] | |||
Loan Inception Date | May 14, 2019 | ||
Principal | $ 100,000 | ||
Principal and interest paid | $ 136,000 | ||
Extinguised or Extended | Repaid after September 30, 2019 | ||
Subsequent Event [Member] | Convertible Loan Seven [Member] | |||
Subsequent Event [Line Items] | |||
Loan Inception Date | May 17, 2019 | ||
Principal | $ 103,000 | ||
Principal and interest paid | $ 103,000 | ||
Extinguised or Extended | Repaid after September 30, 2019 | ||
Subsequent Event [Member] | Convertible Loan Eight [Member] | |||
Subsequent Event [Line Items] | |||
Loan Inception Date | Jan. 2, 2019 | ||
Principal | $ 125,000 | ||
Principal and interest paid | [1] | $ 15,000 | |
Extinguised or Extended | Conversion term extended to December 9, 2019 | ||
Subsequent Event [Member] | Convertible Loan Nine [Member] | |||
Subsequent Event [Line Items] | |||
Loan Inception Date | Feb. 20, 2019 | ||
Principal | $ 115,563 | ||
Principal and interest paid | $ 16,627 | ||
Extinguised or Extended | Conversion term extended to February 20, 2020 | ||
Subsequent Event [Member] | Convertible Loan Ten [Member] | |||
Subsequent Event [Line Items] | |||
Loan Inception Date | Jun. 4, 2019 | ||
Principal | $ 500,000 | ||
Principal and interest paid | [1] | ||
Extinguised or Extended | Conversion term extended to December 4, 2019 | ||
[1] | Loan extended after issuance of 50,000 common stock warrants. |
Subsequent Events - Schedule _2
Subsequent Events - Schedule of Convertible Loan Modifications and Extinguishments (Details) (Parenthetical) | 2 Months Ended |
Dec. 11, 2019shares | |
Subsequent Event [Member] | Convertible Loan [Member] | |
Number of warrants issued | 50,000 |