Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 12, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | theMaven, Inc. | |
Entity Central Index Key | 894,871 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | MVEN | |
Entity Common Stock, Shares Outstanding | 25,983,461 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 3,114,339 | $ 598,294 |
Prepayments and other current assets | 115,871 | 121,587 |
Total current assets | 3,230,210 | 719,881 |
Fixed assets, net | 1,191,498 | 547,804 |
Intangible assets | 20,000 | 20,000 |
Total Assets | 4,441,708 | 1,287,685 |
Current liabilities: | ||
Accounts payable | 228,879 | 154,361 |
Accrued expenses | 527,283 | 54,789 |
Conversion feature liability | 130,067 | 137,177 |
Total current liabilities | 886,229 | 346,327 |
Commitments and contingencies | ||
Redeemable convertible preferred stock, $0.01 par value, 1,000,000 shares authorized; 168 shares issued and outstanding ($168,496 aggregate liquidation value) | 168,496 | 168,496 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 100,000,000 shares authorized; 22,056,461 and 22,047,531 shares issued and outstanding at March 31, 2017 and December 31, 2016 | 220,564 | 220,475 |
Common stock to be issued | 3,120,644 | 9,375 |
Additional paid-in capital | 3,238,361 | 2,730,770 |
Accumulated deficit | (3,192,586) | (2,187,758) |
Total stockholders’ equity | 3,386,983 | 772,862 |
Total liabilities and stockholders’ equity | $ 4,441,708 | $ 1,287,685 |
Consolidated Balance Sheet _Par
Consolidated Balance Sheet [Parenthetical] - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 22,056,461 | 22,047,531 |
Common stock, shares outstanding | 22,056,461 | 22,047,531 |
Redeemable convertible preferred stock [Member] | ||
Temporary equity, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 1,000,000 | 1,000,000 |
Temporary equity, shares issued | 168 | 168 |
Temporary equity, shares outstanding | 168 | 168 |
Temporary equity, liquidation preference value | $ 168,496 | $ 168,496 |
Consolidated Statement of Opera
Consolidated Statement of Operations | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Revenue | |
Operating Expenses: | |
Research and development | 64,022 |
General and administrative | 947,970 |
Total operating expenses | 1,011,992 |
Loss from operations | (1,011,992) |
Other income (loss): | |
Interest and dividend income, net | 54 |
Change in fair value of conversion feature | 7,110 |
Total other income | 7,164 |
Net loss | $ (1,004,828) |
Basic and diluted net loss per common share (in dollar per share) | $ / shares | $ (0.11) |
Weighted average number of shares outstanding - basic and diluted (in shares) | shares | 9,537,523 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders’ Equity - 3 months ended Mar. 31, 2017 - USD ($) | Total | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2016 | $ 772,862 | $ 220,475 | $ 9,375 | $ 2,730,770 | $ (2,187,758) |
Balance (in shares) at Dec. 31, 2016 | 22,047,531 | 8,929 | |||
Issuance of common stock | 0 | $ 89 | $ (9,375) | 9,286 | |
Issuance of common stock (in shares) | 8,930 | (8,929) | |||
Private placement common stock to be issued, net of issuance costs | 3,120,644 | $ 3,120,644 | 0 | ||
Private placement common stock to be issued, net of issuance costs (in shares) | 3,515,000 | ||||
Stock based compensation | 498,305 | 498,305 | |||
Net loss | (1,004,828) | (1,004,828) | |||
Balance at Mar. 31, 2017 | $ 3,386,983 | $ 220,564 | $ 3,120,644 | $ 3,238,361 | $ (3,192,586) |
Balance (in shares) at Mar. 31, 2017 | 22,056,461 | 3,515,000 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (1,004,828) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of conversion feature | (7,110) |
Stock based compensation | 286,149 |
Depreciation | 881 |
Changes in operating assets and liabilities: | |
Prepayments and other current assets | 5,716 |
Accounts payable | 74,518 |
Accrued expenses | 109,203 |
Net cash used in operating activities | (535,471) |
Cash flows from investing activities: | |
Website development costs and other fixed assets | (432,419) |
Net cash used in investing activities | (432,419) |
Cash flows from financing activities: | |
Proceeds from stock to be issued | 3,483,935 |
Net cash provided by financing activities | 3,483,935 |
Net increase in cash | 2,516,045 |
Cash at beginning of period | 598,294 |
Cash at end of period | 3,114,339 |
Supplemental disclosures of noncash investing and financing activities: | |
Reclassification of stock-based compensation to website development costs | 212,156 |
Accrual of stock issuance costs | $ 363,291 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | 1. Nature of Operations theMaven, Inc. (“Parent”) and theMaven Network, Inc. (“Subsidiary”) (collectively “theMaven” or the “Company”) are developing an exclusive network of professionally managed online media channels, with an underlying technology platform. Each channel will be operated by a “invite only” “Channel Partner” drawn from subject matter experts, reporters, group evangelists and social leaders. Channel Partners will publish content and oversee an online community for their respective channels, leveraging a proprietary, socially-driven, mobile-enabled, video-focused technology platform to engage niche audiences within a single network. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Basis of Accounting [Text Block] | 2. Basis of Presentation theMaven Network, Inc. was incorporated in Nevada on July 22, 2016, under the name “Amplify Media, Inc.” On July 27, 2016, the corporate name was amended to “Amplify Media Network, Inc.” and on October 14, 2016, the corporate name was changed to “theMaven Network, Inc.”. theMaven, Inc. was formerly known as Integrated Surgical Systems, Inc., a Delaware corporation (“ Integrated 735,099 Share Exchange Agreement Subsidiary Shareholders 12,517,152 0.01 Common Stock 56.7 Closing From June 2007 until the closing of the Recapitalization, Integrated was a non-active “shell company” as defined by regulations of the SEC and, accordingly, the Recapitalization was accounted for as a reverse recapitalization rather than a business combination. As the Subsidiary is deemed to be the purchaser for accounting purposes under reverse recapitalization accounting, the Company’s financial statements are presented as a continuation of Subsidiary, and the accounting for the Recapitalization is equivalent to the issuance of stock by Subsidiary for the net monetary assets of Parent as of the Closing accompanied by a recapitalization. See Note 9 for summary of the assets acquired, transaction costs and the consideration exchanged in the Recapitalization. The accompanying unaudited financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for Form 10-Q. The Balance Sheet at December 31, 2016 has been derived from the Company’s audited financial statements. In the opinion of management, these financial statements reflect all normal recurring, and other adjustments, necessary for a fair presentation. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | 3. Going Concern The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital, as described below. The Company has not generated any operating revenues since July 22, 2016 (Inception) and has financed its operations through (a) the Recapitalization transaction with Parent, (b) a loan from Parent that was cancelled upon closing of the Recapitalization and (c) a private placement of common stock in April 2017. The Company has incurred operating losses and negative operating cash flows, and it expects to continue to incur operating losses and negative operating cash flows for at least the next few years. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern, and the Company’s independent registered public accounting firm, in its report on the Company’s 2016 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. As fully described in Note 9, in April 2017, the Company completed a private placement of its common stock, raising proceeds of $ 3.5 |
Significant Accounting Policies
Significant Accounting Policies and Estimates | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 4. Significant Accounting Policies and Estimates The accompanying consolidated financial statements include the financial position, results of operations and cash flows for the three months ended March 31, 2017. All intercompany transactions and balances have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses for the reporting period. Actual results could materially differ from those estimates. Fixed assets are recorded at cost. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. Office equipment and computers 3 5 Furniture and fixtures 5 8 Website development costs 2 3 The intangible assets consist of the cost of a purchase website domain name with an indefinite useful life. The long-lived assets, consisting of fixed assets and intangible assets, held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in the value of long-lived assets during the period ended March 31, 2017. In accordance with authoritative guidance, the Company begins to capitalize website and software development costs for internal use when planning and design efforts are successfully completed and development is ready to commence. Costs incurred during planning and design, together with costs incurred for training and maintenance, are expensed as incurred and recorded in research and development expense within the consolidated statement of operations. The Company places capitalized website and software development assets into service and commences depreciation/amortization when the applicable project or asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes qualifying costs of specified upgrades or enhancements to capitalized website and software development assets when the upgrade or enhancement will result in new or additional functionality. The Company capitalizes internal labor costs, including compensation, benefits and payroll taxes, incurred for certain capitalized website and software development projects related to the Company’s technology platform. The Company’s policy with respect to capitalized internal labor stipulates that labor costs for employees working on eligible internal use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such labor costs, is material. Research and development costs are charged to operations in the period incurred and amounted to $ 64,022 Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” ⋅ Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ⋅ Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. ⋅ Level 3 - Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In accordance with FASB ASC 820, the Company measures its derivative liability at fair value. The Company’s derivative liability is classified within Level 3. The carrying value of other current assets and liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. The Company maintains cash at a bank where amounts on deposit may exceed the Federal Deposit Insurance Corporation limit throughout the year. The Company has not experienced losses in such accounts and believes it is not exposed to significant credit risk regarding its cash. The Company provides stock-based compensation in the form of (a) restricted stock awards to employees, (b) vested stock grants to directors, (c) stock option grants to employees, directors and independent contractors, and (d) common stock warrants to Channel Partners and other independent contractors. The Company applies FASB ASC 718, “Stock Compensation,” when recording stock based compensation to employees and directors. The estimated fair value of stock based awards is recognized as compensation expense over the vesting period of the award. We have adopted ASU 2016-09 in 2016 with early application and account for actual forfeitures of awards as they occur. The fair value of restricted stock awards by Subsidiary at Inception was estimated on the date of the award using the exchange value used by Integrated and the Subsidiary to establish the relative voting control ratio in the Recapitalization. Restricted stock that was subject to an escrow arrangement and/or a performance condition in conjunction with the Recapitalization was remeasured and fair value was estimated using the quoted price of our common stock on the date of the Recapitalization. The Company uses a Monte Carlo simulation model to determine the number of shares expected to be released from the performance condition escrow. Each quarter the Company reevaluates the number of shares expected to be released from the performance condition escrow until the final determination is made as of December 31, 2017. The fair value of fully vested stock awards is estimated using the quoted price of our common stock on the date of the grant. The fair value of stock option awards is estimated at grant date using the Black-Scholes option pricing model that requires various highly judgmental assumptions including expected volatility and option life. The Company accounts for stock issued to non-employees in accordance with provisions of FASB ASC 505-50, “Equity Based Payments to Non-Employees.” FASB ASC 505-50 states that equity instruments that are issued in exchange for the receipt of goods or services should be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliability measurable. The measurement date occurs as of the earlier of (a) the date at which a performance commitment is reached or (b) absent a performance commitment, the date at which the performance necessary to earn the equity instruments is complete (that is, the vesting date). Equity grants with performance conditions that do not have sufficiently large disincentive for non-performance may be measured at fair value that is not fixed until performance is complete. The fair value of common stock warrants is estimated at grant date using the Black-Scholes option pricing model that requires various highly judgmental assumptions including expected volatility and option life. The Company recognizes expense for equity based payments to non-employees as the services are received. The Company has specific objective criteria, such as the date of launch of a Channel on the Company’s platform, for determination of the period over which services are received and expense is recognized. The Company uses a Monte Carlo simulation model to determine the number of shares expected to be earned by Channel Partners based on performance obligations to be satisfied over a defined period which will commence at the launch of a Channel on the Company’s platform. The Company issues common stock upon exercise of equity awards and warrants. The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods and allowances based on the income taxes expected to be payable in future years. Deferred tax assets arising primarily as a result of net operating loss carry-forwards, and research and development credit have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense. During the three months ended March 31, 2017, the Company recognized no income tax related interest and penalties. The Company had no accruals for income tax related interest and penalties at March 31, 2017. Basic income or loss per share is computed using the weighted average number of common shares outstanding during the period, and excludes any dilutive effects of common stock equivalent shares, such as options, restricted stock, and warrants. Restricted stock is considered outstanding and included in the computation of basic income or loss per share when underlying restrictions expire and the shares are no longer forfeitable. Diluted income per share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive. Unvested but outstanding restricted stock (which are forfeitable) are included in the diluted income per share calculation. In a period where there is a net loss, the diluted loss per share is computed using the basic share count. At March 31, 2017, potentially dilutive shares outstanding amounted to 16,439,723 The Company has a limited operating history and has not generated revenue to date. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, and/or expertise may become obsolete and/or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development. In November 2015, the FASB issued Accounting Standards Update No. 2015-17 (ASU 2015-17), Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASU 2015-17 did not have any impact on Company’s financial statement presentation or disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes all existing guidance on accounting for leases in ASC Topic 840. ASU 2016-02 is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. ASU 2016-02 will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. The Company is currently assessing the potential impact of adopting ASU 2016-02 on its financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 refines how companies classify certain aspects of the cash flow statement in regards to debt prepayment, settlement of debt instruments, contingent consideration payments, proceeds from insurance claims and life insurance policies, distribution from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. No early adoption is permitted. Management is currently assessing the potential impact of adopting ASU 2016-15 on the financial statements and related disclosures. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (ASC 606) - Revenue from Contracts with Customers (“ASU 2014-09”), which provides guidance for revenue recognition. This ASU will supersede the revenue recognition requirements in Topic 605, and most industry specific guidance. The standard’s core principle is that revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The guidance in ASU 2014-09 also specifies the accounting for some costs to obtain or fulfill a contract with a customer. ASC 606 requires the Company to make significant judgments and estimates. ASC 606 also requires more extensive disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has also issued several additional ASUs which amend ASU 2014-09. The amendments do not change the core principle of the guidance in ASC 606. Public business entities are required to apply the guidance of ASC 606 to annual reporting periods beginning after December 15, 2017 (2018 for calendar year end reporting companies), including interim reporting periods within that reporting period. Early adoption is permitted. The Company has not yet estimated the financial statement impact of the expected changes. The Company will continue to assess the impact of ASC 606 as it works through the adoption in 2017. Management believes that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would not have a material impact on the Company’s consolidated financial statement presentation or disclosures. |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. Fixed Assets March 31, 2017 December 31, 2016 Office equipment and computers $ 11,772 $ 8,048 Furniture and Equipment 13,867 0 Website development costs 1,167,130 540,146 1,192,769 548,194 Accumulated depreciation and amortization (1,271) (390) Fixed assets, net $ 1,191,498 $ 547,804 At March 31, 2017, the Company has not yet launched its website and accordingly no amortization of capitalized website development cost was recorded during the three months ended March 31, 2017. |
Investments in Available-for-Sa
Investments in Available-for-Sale Securities | 3 Months Ended |
Mar. 31, 2017 | |
Available-For-Sale Securities [Abstract] | |
Available For Sale Securities Disclosure [Text Block] | 6. Investments in Available-for-Sale Securities The Company maintained an investment portfolio consisting of available-for-sale-securities during the period ended December 31, 2016, which it had acquired through the Recapitalization. All available-for-sale-securities either matured or were liquidated prior to December 31, 2016. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2017 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity Disclosure [Text Block] | 7. Redeemable Convertible Preferred Stock The Company’s Certificate of Incorporation authorized 1,000,000 As of March 31, 2017, the Company’s only outstanding series of convertible preferred stock is the Series G Convertible Preferred Stock (“Series G”). The Series G stock has a stated value of $ 1,000 For the three months ended March 31, 2017, no shares of Series G were converted into shares of common stock. At March 31, 2017, the outstanding Series G shares were convertible into a minimum of 163,827 Upon a change in control, sale of or similar transaction, as defined in the Certificate of Designation for the Series G, each holder of the Series G has the option to deem such transaction as a liquidation and may redeem his or her shares at the liquidation value of $ 1,000 168,496 The conversion feature of the preferred stock is considered a derivative according to ASC 815 “Derivatives and Hedging”, therefore, the fair value of the derivative is reflected in the financial statements as a liability, which was determined to be $ 130,067 The fair value of the conversion feature liability is calculated under a Black-Scholes Model, using the market price of the Company’s common stock on each of the balance sheet dates presented, the expected dividend yield, the expected life of the redemption and the expected volatility of the Company’s common stock. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and considering factors specific to the conversion feature liability. Since some of the assumptions used by the Company are unobservable, the conversion feature liability is classified within the level 3 hierarchy in the fair value measurement. The expected volatility of the conversion feature liability was based on the historical volatility of the Company’s common stock. The expected life assumption was based on the expected remaining life of the underlying preferred stock redemption. The risk-free interest rate for the expected term of the conversion feature liability was based on the average market rate on U.S. treasury securities in effect during the applicable quarter. The dividend yield reflected historical experience as well as future expectations over the expected term of the underlying preferred stock redemption. Therefore, the fair value of the conversion feature liability is sensitive to changes in above assumptions and changes of the Company’s common stock price. Expected life of the redemption in years 1.0 Risk free interest rate 1.03 % Expected annual volatility 168.93 % Annual rate of dividends 0 % Beginning as of January 1, 2017 $ 137,177 Decrease in fair value (7,110) Ending balance as of March 31, 2017 $ 130,067 |
Recapitalization on November 4,
Recapitalization on November 4, 2016 | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | 8. Recapitalization on November 4, 2016 As described in Note 2, the Company has accounted for the Recapitalization, which closed on November 4, 2016, as a reverse recapitalization. Because Integrated was a non-operating public shell corporation the transaction is considered to be a capital transaction in substance rather than a business combination. The transaction is equivalent to the issuance of stock by the Subsidiary for the net monetary assets of the Parent accompanied by a recapitalization. Prior to the Recapitalization, Integrated had 9,530,379 4.13607 12,517,152 22,047,531 22,056,461 Integrated and Subsidiary agreed to the terms of Recapitalization to reflect the arms-length negotiated fair value of the Subsidiary as $ 2.5 56.7 Shares Per Share Fair Value Voting % Integrated shareholders pre-Recapitalization 9,530,379 $ 0.20 1,903,464 43.3 % Integrated options pre-Recapitalization 175,000 - 0.0 % Warrant issued to MDB Capital Group 1,169,607 - 0.0 % TheMaven Network, Inc. shareholders 12,517,152 $ 0.20 2,500,000 56.7 % Total fully diluted shares 23,392,138 4,403,464 100.0 % Shares issued and outstanding 22,047,531 In accordance with the Investment Banking Advisory Agreement more fully described in Note 11, Integrated issued warrants to MDB Capital Group, LLC to purchase 1,169,607 0.20 November 4, 2021 921,698 744,105 177,593 1,216,000 The Recapitalization resulted in the acquisition of gross assets of $ 1,447,000 470,000 168 168,496 Prior to the closing of the Recapitalization, the Subsidiary had received $ 735,099 50,000 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 9. Stockholders’ Equity The Company has authorized 100,000,000 0.01 22,056,461 Restricted Stock Awards On August 11, 2016, management and employees of Subsidiary in conjunction with the incorporation on July 22, 2016 received 12,209,677 4.13607 2,952 0.0002 7,966,070 4,094,708 On October 13, 2016, Subsidiary granted 62,041 245,434 As a condition of the Recapitalization, a total of 4,094,708 4,381,003 35 Pursuant to FASB ASC 718, escrowed share arrangements in a capital raising transaction are considered to be compensatory, as such, the shares subject to these escrow provisions were remeasured as of November 4, 2016, the date of the Recapitalization. The estimated fair value of these shares was determined based on the quoted closing stock price on November 4, 2016. Because these shares require continued service to the Company the estimated fair value is recognized as compensation expense over the vesting period of the award. At December 31, 2016, it was estimated that 72.5 95.5 Weighted- Shares Average Shares Remeasured Price Stock awards granted at Inception 12,209,677 0.20 Granted October 13, 2016 62,041 0.70 Granted October 16, 2016 245,434 0.70 Remeasurement at November 4, 2016 - 5,837,788 * 0.43 Vested - - Reevaluation of shares expected to be released as of March 31, 2017 - 1,007,633 0.06 - Unvested at March 31, 2017 12,517,152 0.47 Expected to vest after March 31, 2017 12,517,152 0 * The number of shares Remeasured as of November 4, 2016 reflect the effect of the Monte Carlo simulation determination of the estimated number of shares expected to be released from the performance condition escrow. This estimate will be reevaluated at each quarter end until the final outcome of the performance condition is satisfied on December 31, 2017. At March 31, 2017, total compensation cost related to restricted stock awards but not yet recognized was $ 4,175,000 2.4 Stock Options On December 19, 2016, the Company’s Board of Directors approved the 2016 Stock Incentive Plan (“Plan”) and reserved 1,670,867 The estimated fair value of stock-based awards is recognized as compensation expense over the vesting period of the award. The fair value of restricted stock awards is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date of grant. The fair value of stock option awards are estimated at the grant date as calculated using the Black-Scholes option-pricing model. The Black-Scholes model requires various highly judgmental assumptions including expected volatility and option life. The fair values of our stock option grants were estimated with the following average assumptions: Expected life 6.0 years Risk-free interest rate 2.13 % Expected annual volatility 114.20 % Dividend yield 0.00 % Weighted Average Weighted Remaining Average Number of Average Contractual Intrinsic Shares Exercise Price Life (in years) Value Outstanding at January 1, 2017 275,137 0.48 5.15 . Granted 664,000 1.17 9.88 Exercised - - Forfeited - - Outstanding at March 31, 2017 939,137 0.97 8.41 253,000 Vested and expected to vest at March 31. 2017 939,137 0.97 8.41 253,000 Exercisable at March 31, 2017 175,000 0.17 2.12 187,000 The Company has granted 764,137 17,278 15,496 1,782 538,000 2.87 In addition, the Company assumed 175,000 0.17 May 15, 2019 Weighted average grant-date fair value for options granted during the year $ 1.01 Vested options in-the-money at March 31, 2017 175,000 Aggregate intrinsic value of options exercised during the year $ - Stock options outstanding 764,137 Stock options available for future grant 906,730 1,670,867 Common Stock Warrants Channel Partner Program On December 19, 2016, the Company’s Board of Directors approved a program to be administered by management that authorized the Company to issue up to 5,000,000 Weighted Average Weighted Remaining Average Number of Average Contractual Intrinsic Shares Exercise Price Life (in years) Value Outstanding at January 1, 2017 350,000 1.05 4.75 Granted 1,280,000 1.11 4.82 Exercised - - Forfeited - - Outstanding at March 31, 2017 1,630,000 1.10 4.79 - Vested and expected to vest at March 31, 2017 1,100,000 1.10 4.79 - Exercisable at March 31, 2017 - - - - In the three months ended March 31, 2017, the Company issued 1,280,000 1.05 1.33 1.11 The Company uses a Monte Carlo simulation model to determine the number of shares expected to be earned by Channel Partners based on performance obligations to be satisfied over a defined period which will commence at the launch of a Channel on the Company’s platform. The Company did not record compensation related to Channel Partner warrants in the three months ended March 31, 2017. Other Warrants In accordance with the Investment Banking Advisory Agreement more fully described in Note 11, Integrated issued warrants to MDB Capital Group, LLC to purchase 1,169,607 0.20 November 4, 2021 1,216,000 On March 21, 2017, the Company issued a warrant with performance conditions to be completed prior to June 21, 2017 to purchase 20,000 1.18 Common Stock to be Issued Private Placement of Common Stock On April 4, 2017, the Company completed a private placement of its common stock, selling 3,765,000 1.00 3,765,000 3,515,000 188,250 162,000 424,000 201,000 3,120,644 Stock-based Compensation Restricted Channel Common Stock at Stock Partner Stock to Inception Options Warrants be Issued Total Research and development - - - - - General and administrative 270,653 15,496 - - 286,149 270,653 15,496 - - 286,149 In addition, during the three months ended March 31, 2017 stock-based compensation totaling $ 212,156 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 10. Income Taxes The Company accounts for income taxes under FASB ASC 740 “Accounting for Income Taxes.” Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities in the Company’s financial statements and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that all or some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Parent’s net operating loss carryforwards (NOL) and credit carryforwards are subject to limitations on the use of the NOLs by the Company in consolidated tax returns after the Reverse Recapitalization. Where there is a “change in ownership” within the meaning of Section 382 of the Internal Revenue Code, the Parent’s net operating loss carryforwards and credit carryforwards are subject to an annual limitation. The Company believes that such an ownership change occurred because the shareholders of the Subsidiary acquired 56.7 percent of the Parent’s stock. Because the Parent’s value at the date of recapitalization was attributable solely to non-business assets, the utilization of the carryforwards is limited such that the majority of the carryforwards will never be available. Accordingly, the Company has not recorded those NOL carryforwards and credit carryforwards in its deferred tax assets. The Parent is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2012. The Company currently is not under examination by any tax authority. As of March 31, 2017, the Company had deferred tax assets primarily consisting of net operating losses and accrued liabilities not currently deductible. However, because of the current loss since Inception, the Company has recorded a full valuation allowance such that its net deferred tax asset is zero. March 31, 2017 Deferred tax assets: Accrued liabilities not currently deductible $ 74,355 Net operating loss and capital loss carryforwards 882,892 Gross deferred tax assets 957,247 Valuation allowance (663,317) Gross deferred tax assets net of valuation allowance 293,930 Deferred tax liabilities Stock-based compensation 16,625 Website development costs and fixed assets 277,305 Net deferred tax asset $ - The Company must make judgments as to whether the deferred tax assets will be recovered from future taxable income. To the extent that the Company believes that recovery is not likely, it must establish a valuation allowance. A valuation allowance has been established for deferred tax assets which the Company does not believe meet the “more likely than not” criteria. The Company’s judgments regarding future taxable income may change due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. If the Company’s assumptions and consequently its estimates change in the future, the valuation allowances it has established may be increased or decreased, resulting in a respective increase or decrease in income tax expense. At March 31, 2017, the Company had net operating loss carryforwards of approximately $ 2.6 March 31, 2017 Federal expense expected at statutory rate $ (344,010) 34.0 % Permanent differences 97,895 -9.7 % Change in valuation allowance 246,115 -24.5 % Tax benefit and effective tax rate $ - 0 % The Company recognizes tax benefits from an uncertain position only if it is “more likely than not” that the position is sustainable, based on its technical merits. The Company’s policy is to include interest and penalties in general and administrative expenses. There were no interest and penalties recorded for the three months ended March 31, 2017. The Company has evaluated and concluded that there are no uncertain tax positions requiring recognition in the Company’s financial statements for the three months ended March 31, 2017. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 11. Related Party Transactions On April 4, 2017, the Company completed a private placement of its common stock, selling 3,765,000 1.00 3,765,000 188,250 162,000 Mr. Christopher Marlett, a director of the Company, is also the Chief Executive Officer of MDB. Mr. Gary Schuman, who was the Chief Financial Officer of the Company until May 15, 2017, is also the Chief Financial Officer and Chief Compliance Officer of MDB. The Company compensates Mr. Schuman for his services at the rate of $ 3,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 12. Commitments and Contingencies From time to time, the Company may be subject to claims and litigation arising in the ordinary course of business. The Company is not currently a party to any legal proceedings that it believes would reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations. The Company may have a liability for additional state franchise taxes payable in the amount of approximately $ 44,000 18 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 13. Subsequent Events On April 4, 2017, the Company completed a private placement of its common stock, selling 3,765,000 1.00 3,765,000 3,515,000 188,250 162,000 424,000 201,000 3.5 From April 1, 2017 to May 19, 2017, the Company has issued warrants to ten of the Channel Partners to purchase up to 555,000 1.23 1.19 1.25 The Company recognizes expense for equity based payments to non-employees as the services are received. The Company has specific objective criteria, such as the date of launch on the Company’s platform, for determination of the period over which services are received and expense is recognized. From April 1, 2017 to May 19, 2017, the Company has granted options under the Stock Incentive Plan to five employees for up to 485,000 1.19 1.23 |
Significant Accounting Polici20
Significant Accounting Policies and Estimates (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the financial position, results of operations and cash flows for the three months ended March 31, 2017. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses for the reporting period. Actual results could materially differ from those estimates. |
Property, Plant and Equipment, Policy [Policy Text Block] | Fixed Assets Fixed assets are recorded at cost. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. Office equipment and computers 3 5 Furniture and fixtures 5 8 Website development costs 2 3 |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets The intangible assets consist of the cost of a purchase website domain name with an indefinite useful life. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The long-lived assets, consisting of fixed assets and intangible assets, held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in the value of long-lived assets during the period ended March 31, 2017. |
Capitalization of Internal Costs, Policy [Policy Text Block] | Website Development Costs In accordance with authoritative guidance, the Company begins to capitalize website and software development costs for internal use when planning and design efforts are successfully completed and development is ready to commence. Costs incurred during planning and design, together with costs incurred for training and maintenance, are expensed as incurred and recorded in research and development expense within the consolidated statement of operations. The Company places capitalized website and software development assets into service and commences depreciation/amortization when the applicable project or asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes qualifying costs of specified upgrades or enhancements to capitalized website and software development assets when the upgrade or enhancement will result in new or additional functionality. The Company capitalizes internal labor costs, including compensation, benefits and payroll taxes, incurred for certain capitalized website and software development projects related to the Company’s technology platform. The Company’s policy with respect to capitalized internal labor stipulates that labor costs for employees working on eligible internal use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such labor costs, is material. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development costs are charged to operations in the period incurred and amounted to $ 64,022 |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” ⋅ Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ⋅ Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. ⋅ Level 3 - Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In accordance with FASB ASC 820, the Company measures its derivative liability at fair value. The Company’s derivative liability is classified within Level 3. The carrying value of other current assets and liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash The Company maintains cash at a bank where amounts on deposit may exceed the Federal Deposit Insurance Corporation limit throughout the year. The Company has not experienced losses in such accounts and believes it is not exposed to significant credit risk regarding its cash. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-based Compensation The Company provides stock-based compensation in the form of (a) restricted stock awards to employees, (b) vested stock grants to directors, (c) stock option grants to employees, directors and independent contractors, and (d) common stock warrants to Channel Partners and other independent contractors. The Company applies FASB ASC 718, “Stock Compensation,” when recording stock based compensation to employees and directors. The estimated fair value of stock based awards is recognized as compensation expense over the vesting period of the award. We have adopted ASU 2016-09 in 2016 with early application and account for actual forfeitures of awards as they occur. The fair value of restricted stock awards by Subsidiary at Inception was estimated on the date of the award using the exchange value used by Integrated and the Subsidiary to establish the relative voting control ratio in the Recapitalization. Restricted stock that was subject to an escrow arrangement and/or a performance condition in conjunction with the Recapitalization was remeasured and fair value was estimated using the quoted price of our common stock on the date of the Recapitalization. The Company uses a Monte Carlo simulation model to determine the number of shares expected to be released from the performance condition escrow. Each quarter the Company reevaluates the number of shares expected to be released from the performance condition escrow until the final determination is made as of December 31, 2017. The fair value of fully vested stock awards is estimated using the quoted price of our common stock on the date of the grant. The fair value of stock option awards is estimated at grant date using the Black-Scholes option pricing model that requires various highly judgmental assumptions including expected volatility and option life. The Company accounts for stock issued to non-employees in accordance with provisions of FASB ASC 505-50, “Equity Based Payments to Non-Employees.” FASB ASC 505-50 states that equity instruments that are issued in exchange for the receipt of goods or services should be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliability measurable. The measurement date occurs as of the earlier of (a) the date at which a performance commitment is reached or (b) absent a performance commitment, the date at which the performance necessary to earn the equity instruments is complete (that is, the vesting date). Equity grants with performance conditions that do not have sufficiently large disincentive for non-performance may be measured at fair value that is not fixed until performance is complete. The fair value of common stock warrants is estimated at grant date using the Black-Scholes option pricing model that requires various highly judgmental assumptions including expected volatility and option life. The Company recognizes expense for equity based payments to non-employees as the services are received. The Company has specific objective criteria, such as the date of launch of a Channel on the Company’s platform, for determination of the period over which services are received and expense is recognized. The Company uses a Monte Carlo simulation model to determine the number of shares expected to be earned by Channel Partners based on performance obligations to be satisfied over a defined period which will commence at the launch of a Channel on the Company’s platform. The Company issues common stock upon exercise of equity awards and warrants. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods and allowances based on the income taxes expected to be payable in future years. Deferred tax assets arising primarily as a result of net operating loss carry-forwards, and research and development credit have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense. During the three months ended March 31, 2017, the Company recognized no income tax related interest and penalties. The Company had no accruals for income tax related interest and penalties at March 31, 2017. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Loss per Common Share Basic income or loss per share is computed using the weighted average number of common shares outstanding during the period, and excludes any dilutive effects of common stock equivalent shares, such as options, restricted stock, and warrants. Restricted stock is considered outstanding and included in the computation of basic income or loss per share when underlying restrictions expire and the shares are no longer forfeitable. Diluted income per share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive. Unvested but outstanding restricted stock (which are forfeitable) are included in the diluted income per share calculation. In a period where there is a net loss, the diluted loss per share is computed using the basic share count. At March 31, 2017, potentially dilutive shares outstanding amounted to 16,439,723 |
Risks and Uncertainties [Policy Text Block] | Risks and Uncertainties The Company has a limited operating history and has not generated revenue to date. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, and/or expertise may become obsolete and/or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development. |
Recently Adopted Accounting Pronouncements (Policy Text Block) | Recently Adopted Standards In November 2015, the FASB issued Accounting Standards Update No. 2015-17 (ASU 2015-17), Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASU 2015-17 did not have any impact on Company’s financial statement presentation or disclosures. |
Recently Announced Accounting Pronouncements, Policy [Policy Text Block] | Recent Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes all existing guidance on accounting for leases in ASC Topic 840. ASU 2016-02 is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. ASU 2016-02 will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. The Company is currently assessing the potential impact of adopting ASU 2016-02 on its financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 refines how companies classify certain aspects of the cash flow statement in regards to debt prepayment, settlement of debt instruments, contingent consideration payments, proceeds from insurance claims and life insurance policies, distribution from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. No early adoption is permitted. Management is currently assessing the potential impact of adopting ASU 2016-15 on the financial statements and related disclosures. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (ASC 606) - Revenue from Contracts with Customers (“ASU 2014-09”), which provides guidance for revenue recognition. This ASU will supersede the revenue recognition requirements in Topic 605, and most industry specific guidance. The standard’s core principle is that revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The guidance in ASU 2014-09 also specifies the accounting for some costs to obtain or fulfill a contract with a customer. ASC 606 requires the Company to make significant judgments and estimates. ASC 606 also requires more extensive disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has also issued several additional ASUs which amend ASU 2014-09. The amendments do not change the core principle of the guidance in ASC 606. Public business entities are required to apply the guidance of ASC 606 to annual reporting periods beginning after December 15, 2017 (2018 for calendar year end reporting companies), including interim reporting periods within that reporting period. Early adoption is permitted. The Company has not yet estimated the financial statement impact of the expected changes. The Company will continue to assess the impact of ASC 606 as it works through the adoption in 2017. Management believes that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would not have a material impact on the Company’s consolidated financial statement presentation or disclosures. |
Significant Accounting Polici21
Significant Accounting Policies and Estimates (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Depreciation and Amortization, Useful Lives of Assets [Table Text Block] | Depreciation and amortization are provided using the straight-line method over the following estimated useful lives: Office equipment and computers 3 5 Furniture and fixtures 5 8 Website development costs 2 3 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | At March 31 31, 2017 and December 31, 2016, fixed assets, net consisted of the following: March 31, 2017 December 31, 2016 Office equipment and computers $ 11,772 $ 8,048 Furniture and Equipment 13,867 0 Website development costs 1,167,130 540,146 1,192,769 548,194 Accumulated depreciation and amortization (1,271) (390) Fixed assets, net $ 1,191,498 $ 547,804 |
Redeemable Convertible Prefer23
Redeemable Convertible Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Temporary Equity Disclosure [Abstract] | |
Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block] | The table below shows the quantitative information about the significant unobservable inputs used in the fair value measurement of level 3 conversion feature liability at March 31, 2017: Expected life of the redemption in years 1.0 Risk free interest rate 1.03 % Expected annual volatility 168.93 % Annual rate of dividends 0 % |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The changes in the fair value of the derivative are as follows: Beginning as of January 1, 2017 $ 137,177 Decrease in fair value (7,110) Ending balance as of March 31, 2017 $ 130,067 |
Recapitalization on November 24
Recapitalization on November 4, 2016 (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule For Calculation Of Relative Voting Control [Table Text Block] | The following table summarizes the calculation of the relative voting control: Shares Per Share Fair Value Voting % Integrated shareholders pre-Recapitalization 9,530,379 $ 0.20 1,903,464 43.3 % Integrated options pre-Recapitalization 175,000 - 0.0 % Warrant issued to MDB Capital Group 1,169,607 - 0.0 % TheMaven Network, Inc. shareholders 12,517,152 $ 0.20 2,500,000 56.7 % Total fully diluted shares 23,392,138 4,403,464 100.0 % Shares issued and outstanding 22,047,531 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | Restricted stock award activity for the period from July 22, 2016 (Inception) to March 31, 2017, including the reevaluation of the shares estimated to be release, was as follows: Weighted- Shares Average Shares Remeasured Price Stock awards granted at Inception 12,209,677 0.20 Granted October 13, 2016 62,041 0.70 Granted October 16, 2016 245,434 0.70 Remeasurement at November 4, 2016 - 5,837,788 * 0.43 Vested - - Reevaluation of shares expected to be released as of March 31, 2017 - 1,007,633 0.06 - Unvested at March 31, 2017 12,517,152 0.47 Expected to vest after March 31, 2017 12,517,152 0 * The number of shares Remeasured as of November 4, 2016 reflect the effect of the Monte Carlo simulation determination of the estimated number of shares expected to be released from the performance condition escrow. This estimate will be reevaluated at each quarter end until the final outcome of the performance condition is satisfied on December 31, 2017. |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | The fair value of stock options granted during the three months ended March 31, 2017 were estimated with the following assumptions: Expected life 6.0 years Risk-free interest rate 2.13 % Expected annual volatility 114.20 % Dividend yield 0.00 % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | For the three months ended March 31, 2017 option activity was as follows: Weighted Average Weighted Remaining Average Number of Average Contractual Intrinsic Shares Exercise Price Life (in years) Value Outstanding at January 1, 2017 275,137 0.48 5.15 . Granted 664,000 1.17 9.88 Exercised - - Forfeited - - Outstanding at March 31, 2017 939,137 0.97 8.41 253,000 Vested and expected to vest at March 31. 2017 939,137 0.97 8.41 253,000 Exercisable at March 31, 2017 175,000 0.17 2.12 187,000 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value [Table Text Block] | The following table summarizes certain information about stock options for the three months ended March 31, 2017: Weighted average grant-date fair value for options granted during the year $ 1.01 Vested options in-the-money at March 31, 2017 175,000 Aggregate intrinsic value of options exercised during the year $ - |
Common Stock Shares Reserved For Future Issuance [Table Text Block] | The following table summarizes the common shares reserved for future issuance under the Plan: Stock options outstanding 764,137 Stock options available for future grant 906,730 1,670,867 |
Schedule of Other Share-based Compensation, Activity [Table Text Block] | The following table summarizes the activity in Channel Partner Warrants during the three months ended March 31, 2017: Weighted Average Weighted Remaining Average Number of Average Contractual Intrinsic Shares Exercise Price Life (in years) Value Outstanding at January 1, 2017 350,000 1.05 4.75 Granted 1,280,000 1.11 4.82 Exercised - - Forfeited - - Outstanding at March 31, 2017 1,630,000 1.10 4.79 - Vested and expected to vest at March 31, 2017 1,100,000 1.10 4.79 - Exercisable at March 31, 2017 - - - - |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The impact on our results of operations of recording stock-based compensation expense for the three months ended March 31, 2017 was as follows: Restricted Channel Common Stock at Stock Partner Stock to Inception Options Warrants be Issued Total Research and development - - - - - General and administrative 270,653 15,496 - - 286,149 270,653 15,496 - - 286,149 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets consist of the following components: March 31, 2017 Deferred tax assets: Accrued liabilities not currently deductible $ 74,355 Net operating loss and capital loss carryforwards 882,892 Gross deferred tax assets 957,247 Valuation allowance (663,317) Gross deferred tax assets net of valuation allowance 293,930 Deferred tax liabilities Stock-based compensation 16,625 Website development costs and fixed assets 277,305 Net deferred tax asset $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The provision for income taxes on the statement of comprehensive loss differs from the amount computed by applying the statutory Federal income tax rate to income before the provision for income taxes for the three months ended, as follows: March 31, 2017 Federal expense expected at statutory rate $ (344,010) 34.0 % Permanent differences 97,895 -9.7 % Change in valuation allowance 246,115 -24.5 % Tax benefit and effective tax rate $ - 0 % |
Basis of Presentation (Details
Basis of Presentation (Details Textual) - USD ($) | Nov. 04, 2016 | Aug. 11, 2016 | Nov. 04, 2016 | Mar. 31, 2017 |
Proceeds from Contributions from Parent | $ 735,099 | $ 735,099 | ||
Integrated Surgical Systems, Inc [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 12,517,152 | |||
Business Acquisition, Share Price | $ 0.01 | $ 0.01 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 56.70% | 56.70% | 56.70% |
Going Concern (Details Textual)
Going Concern (Details Textual) - USD ($) | Apr. 04, 2017 | Apr. 30, 2017 | Mar. 31, 2017 |
Proceeds from Issuance of Private Placement | $ 3,515,000 | ||
Subsequent Event [Member] | |||
Proceeds from Issuance of Private Placement | $ 3,765,000 | $ 3,500,000 |
Significant Accounting Polici29
Significant Accounting Policies and Estimates (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Office equipment and computers [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office equipment and computers [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 8 years |
Website development costs [Member] | Minimum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Website development costs [Member] | Maximum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Significant Accounting Polici30
Significant Accounting Policies and Estimates (Details Textual) | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
Significant Accounting Policies [Line Items] | |
Weighted Average Number Diluted Shares Outstanding Adjustment | shares | 16,439,723 |
Research and Development Expense | $ | $ 64,022 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fixed assets, gross | $ 1,192,769 | $ 548,194 |
Accumulated depreciation and amortization | (1,271) | (390) |
Fixed assets, net | 1,191,498 | 547,804 |
Office equipment and computers [Member] | ||
Fixed assets, gross | 11,772 | 8,048 |
Furniture and Fixtures [Member] | ||
Fixed assets, gross | 13,867 | 0 |
Website development costs [Member] | ||
Fixed assets, gross | $ 1,167,130 | $ 540,146 |
Redeemable Convertible Prefer32
Redeemable Convertible Preferred Stock (Details) - Fair Value, Inputs, Level 3 [Member] | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Expected life of the redemption in years | 1 year |
Risk free interest rate | 1.03% |
Expected annual volatility | 168.93% |
Annual rate of dividends | 0.00% |
Redeemable Convertible Prefer33
Redeemable Convertible Preferred Stock (Details 1) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Derivatives, Fair Value [Line Items] | |
Beginning as of January 1, 2017 | $ 137,177 |
Decrease in fair value | (7,110) |
Ending balance as of March 31, 2017 | $ 130,067 |
Redeemable Convertible Prefer34
Redeemable Convertible Preferred Stock (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Temporary Equity [Line Items] | ||
Preferred Stock, Shares Authorized | 1,000,000 | |
Derivative Liabilities, Current | $ 130,067 | $ 137,177 |
Series G Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | |
Convertible Preferred Stock, Terms of Conversion | conversion price equal to 85% of the lowest sale price of the common stock on its listed market over the five trading days preceding the date of conversion (“Beneficial Conversion Feature”), subject to a maximum conversion price | |
Preferred Stock, Shares Outstanding | 163,827 | |
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | |
Preferred Stock, Liquidation Preference, Value | $ 168,496 |
Recapitalization on November 35
Recapitalization on November 4, 2016 (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Weighted Average Number of Shares | 23,392,138 | |
Common stock, shares outstanding | 22,056,461 | 22,047,531 |
Fair Value | $ 4,403,464 | |
Voting % | 100.00% | |
Intergrated Shares [Member] | ||
Weighted Average Number of Shares | 9,530,379 | |
Share Price | $ 0.20 | |
Fair Value | $ 1,903,464 | |
Voting % | 43.30% | |
Integrated Options [Member] | ||
Weighted Average Number of Shares | 175,000 | |
Fair Value | $ 0 | |
Voting % | 0.00% | |
MDB Capital Group Warrant [Member] | ||
Weighted Average Number of Shares | 1,169,607 | |
Fair Value | $ 0 | |
Voting % | 0.00% | |
Maven Network Shares [Member] | ||
Weighted Average Number of Shares | 12,517,152 | |
Share Price | $ 0.20 | |
Fair Value | $ 2,500,000 | |
Voting % | 56.70% |
Recapitalization on November 36
Recapitalization on November 4, 2016 (Details Textual) | Nov. 04, 2016USD ($)shares | Aug. 11, 2016USD ($) | Nov. 30, 2016USD ($)$ / sharesshares | Mar. 31, 2017USD ($)shares | Nov. 04, 2016USD ($)shares | Mar. 21, 2017$ / sharesshares | Dec. 31, 2016shares |
Common Stock, Shares, Issued | shares | 22,056,461 | 22,047,531 | |||||
Common Stock, Shares, Outstanding | shares | 22,056,461 | 22,047,531 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 20,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.18 | ||||||
Proceeds from Contributions from Parent | $ 735,099 | $ 735,099 | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 4.13607 | ||||||
Equity, Fair Value Disclosure | $ 4,403,464 | ||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||
MDB Capital Group Llc [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,169,607 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.20 | ||||||
Recapitalization Costs | $ 921,698 | ||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | 744,105 | ||||||
Payments for Merger Related Costs | $ 177,593 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 1,216,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Nov. 4, 2021 | ||||||
TheMaven Network, Inc [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 1,447,000 | 1,447,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 470,000 | $ 470,000 | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 4.13607 | ||||||
Equity, Fair Value Disclosure | $ 2,500,000 | ||||||
Equity Method Investment, Ownership Percentage | 56.70% | ||||||
TheMaven Network, Inc [Member] | Common Stock [Member] | |||||||
Stock Issued During Period, Shares, Acquisitions | shares | 12,517,152 | ||||||
Integrated Surgical Systems, Inc [Member] | |||||||
Common Stock, Shares, Issued | shares | 9,530,379 | 22,056,461 | 9,530,379 | ||||
Common Stock, Shares, Outstanding | shares | 9,530,379 | 22,056,461 | 9,530,379 | 22,047,531 | |||
Subsidiaries [Member] | General and Administrative Expense [Member] | |||||||
Business Combination, Acquisition Related Costs | $ 50,000 | ||||||
Series G Preferred Stock [Member] | |||||||
Business Combination ,Number Of Shares Assumed Under Recapitalization | shares | 168 | ||||||
Temporary Equity, Liquidation Preference | $ 168,496 | $ 168,496 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Nov. 04, 2016 | Oct. 13, 2016 | Oct. 16, 2016 | Mar. 31, 2017 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares, Vested | 175,000 | |||||
Weighted Average, Stock awards granted | $ 1.01 | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock awards granted | 62,041 | 245,434 | 12,209,677 | |||
Shares, Remeasurement | 5,837,788 | [1] | 1,007,633 | |||
Shares, Vested | 0 | |||||
Shares, Reevaluation of shares expected to be released | 0 | |||||
Shares, Unvested | 12,517,152 | 12,517,152 | ||||
Shares, Expected to vest | 12,517,152 | 12,517,152 | ||||
Weighted Average, Stock awards granted | $ 0.70 | $ 0.70 | $ 0.20 | |||
Weighted Average, Remeasurement | $ 0.43 | |||||
Weighted Average, Vested | 0 | |||||
Weighted Average, Reevaluation of shares expected to be released | 0.06 | |||||
Weighted Average, Unvested | $ 0.47 | 0.47 | ||||
Weighted Average, Expected to vest | $ 0 | $ 0 | ||||
[1] | The number of shares Remeasured as of November 4, 2016 reflect the effect of the Monte Carlo simulation determination of the estimated number of shares expected to be released from the performance condition escrow. This estimate will be reevaluated at each quarter end until the final outcome of the performance condition is satisfied on December 31, 2017. |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Employee Stock Option [Member] | 3 Months Ended |
Mar. 31, 2017 | |
Expected life | 6 years |
Risk-free interest rate | 2.13% |
Expected annual volatility | 114.20% |
Dividend yield | 0.00% |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Outstanding at beginning of year | ||
Shares, Outstanding at end of year | 764,137 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Outstanding at beginning of year | 275,137 | |
Shares, Employee Stock Options granted | 664,000 | |
Shares, Exercised | 0 | |
Shares, Expired and forfeited | 0 | |
Shares, Outstanding at end of year | 939,137 | 275,137 |
Shares, Vested and expected to vest | 939,137 | |
Shares, Exercisable | 175,000 | |
Weighted-Average Exercise Price, Outstanding at beginning of year | $ / shares | $ 0.48 | |
Weighted-Average Exercise Price, Employee Stock Options granted | $ / shares | 1.17 | |
Weighted-Average Exercise Price, Exercised | $ / shares | 0 | |
Weighted-Average Exercise Price, Expired and forfeited | $ / shares | 0 | |
Weighted-Average Exercise Price, Outstanding at end of year | $ / shares | 0.97 | $ 0.48 |
Weighted Average Exercise Price, Vested and expected to vest | $ / shares | 0.97 | |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 0.17 | |
Weighted Average Remaining Contractual Life,, Employee Stock Options granted | 9 years 10 months 17 days | |
Weighted Average Remaining Contractual Life,, Outstanding | 8 years 4 months 28 days | 5 years 1 month 24 days |
Weighted Average Remaining Contractual Life, Vested and expected to vest | 8 years 4 months 28 days | |
Weighted Average Remaining Contractual Life,, Exercisable | 2 years 1 month 13 days | |
Average Intrinsic Value, Outstanding at end of year | $ | $ 253,000 | |
Average Intrinsic Value, Vested and expected to vest | $ | 253,000 | |
Average Intrinsic Value, Exercisable | $ | $ 187,000 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant-date fair value for options granted during the year | $ / shares | $ 1.01 |
Vested options in-the-money at March 31, 2017 | shares | 175,000 |
Aggregate intrinsic value of options exercised during the year | $ | $ 0 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) | Mar. 31, 2017shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding | 764,137 |
Stock options available for future grant | 906,730 |
Common Stock, Capital Shares Reserved for Future Issuance | 1,670,867 |
Stockholders' Equity (Details 5
Stockholders' Equity (Details 5) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Outstanding at beginning of year | ||
Shares, Outstanding at end of year | 764,137 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Outstanding at beginning of year | 350,000 | |
Shares, Granted | 1,280,000 | |
Shares, Exercised | 0 | |
Shares, Forfeited | 0 | |
Shares, Outstanding at end of year | 1,630,000 | 350,000 |
Shares, Vested and expected to vest | 1,100,000 | |
Shares, Exercisable | 0 | |
Weighted-Average Exercise Price, Outstanding at beginning of year | $ / shares | $ 1.05 | |
Weighted-Average Exercise Price, Granted | $ / shares | 1.11 | |
Weighted-Average Exercise Price, Exercised | $ / shares | 0 | |
Weighted-Average Exercise Price, Forfeited | $ / shares | 0 | |
Weighted-Average Exercise Price, Outstanding at end of year | $ / shares | 1.1 | $ 1.05 |
Weighted-Average Exercise Price, Vested and expected to vest | $ / shares | 1.1 | |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 0 | |
Weighted Average Remaining Contractual Life, Granted | 4 years 9 months 25 days | |
Weighted Average Remaining Contractual Life, at end of year | 4 years 9 months 14 days | 4 years 9 months |
Weighted Average Remaining Contractual Life, Vested and expected to vest | 4 years 9 months 14 days | |
Average Intrinsic Value, Outstanding, at end of year | $ | $ 0 | |
Average Intrinsic Value, Vested and expected to vest | $ | 0 | |
Average Intrinsic Value, Exercisable | $ | $ 0 |
Stockholders' Equity (Details 6
Stockholders' Equity (Details 6) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | $ 286,149 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | 270,653 |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | 15,496 |
Channel Partner Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | 0 |
Common Stock To Be Issued [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | 0 |
Research and Development Expense [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | 0 |
Research and Development Expense [Member] | Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | 0 |
Research and Development Expense [Member] | Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | 0 |
Research and Development Expense [Member] | Channel Partner Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | 0 |
Research and Development Expense [Member] | Common Stock To Be Issued [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | 0 |
General and Administrative Expense [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | 286,149 |
General and Administrative Expense [Member] | Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | 270,653 |
General and Administrative Expense [Member] | Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | 15,496 |
General and Administrative Expense [Member] | Channel Partner Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | 0 |
General and Administrative Expense [Member] | Common Stock To Be Issued [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock-based Compensation | $ 0 |
Stockholders_ Equity (Details T
Stockholders’ Equity (Details Textual) | Apr. 04, 2017USD ($)$ / sharesshares | Oct. 13, 2016shares | Aug. 11, 2016USD ($)$ / sharesshares | Apr. 30, 2017USD ($) | Oct. 16, 2016shares | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 21, 2017$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 19, 2016shares | Nov. 04, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.18 | ||||||||||
Common Stock Value To Be Issued | $ 3,120,644 | $ 3,120,644 | $ 9,375 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 538,000 | $ 538,000 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 10 months 13 days | ||||||||||
Share-Based Compensation | $ 286,149 | ||||||||||
Common Stock, Par Or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Common Stock, Shares Authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common Stock, Shares, Issued | shares | 22,056,461 | 22,056,461 | 22,047,531 | ||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 4.13607 | ||||||||||
Stock Repurchase Program, Authorized Amount | $ 2,952 | ||||||||||
Accelerated Share Repurchases, Final Price Paid Per Share | $ / shares | $ 0.0002 | ||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | shares | 7,966,070 | 4,094,708 | |||||||||
Recapitalization, Number Of Shares Transfer To Escrow Account | shares | 4,094,708 | 4,094,708 | |||||||||
Number Of Shares In Escrow Subject To Performance Condition | shares | 4,381,003 | 4,381,003 | |||||||||
Common Stock Share Percentage Escrowed | 35.00% | 35.00% | |||||||||
Percentage Of Escrow Shares To Be Released Subject To Performance Condition | 95.50% | 95.50% | 72.50% | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 20,000 | ||||||||||
Proceeds from Issuance of Private Placement | $ 3,515,000 | ||||||||||
Reclassification Of Share based Compensation To Website Development Costs | 212,156 | ||||||||||
General and Administrative Expense [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Share-Based Compensation | 286,149 | ||||||||||
Research and Development Expense [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Share-Based Compensation | $ 0 | ||||||||||
TheMaven Network, Inc [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 12,209,677 | ||||||||||
Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 4 months 24 days | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 62,041 | 245,434 | 12,209,677 | ||||||||
Share-Based Compensation | $ 270,653 | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 4,175,000 | $ 4,175,000 | |||||||||
Restricted Stock [Member] | General and Administrative Expense [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Share-Based Compensation | 270,653 | ||||||||||
Restricted Stock [Member] | Research and Development Expense [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Share-Based Compensation | 0 | ||||||||||
Employee Stock Option [Member] | General and Administrative Expense [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Share-Based Compensation | 15,496 | ||||||||||
Employee Stock Option [Member] | Research and Development Expense [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Share-Based Compensation | $ 1,782 | ||||||||||
Stock Warrants [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | shares | 5,000,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | shares | 1,280,000 | ||||||||||
Stock Warrants [Member] | Minimum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.05 | $ 1.05 | |||||||||
Stock Warrants [Member] | Maximum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 1.33 | 1.33 | |||||||||
Stock Warrants [Member] | Weighted Average [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.11 | 1.11 | |||||||||
Recapitalization [Member] | Employee Stock Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | May 15, 2019 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award, Options, Shares Assumed For Recapitalization | shares | 175,000 | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Shares Assumed For Recapitalization, Weighted Average Exercise Price | $ / shares | $ 0.17 | ||||||||||
Recapitalization [Member] | Stock Warrants [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.20 | $ 0.20 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Nov. 4, 2021 | ||||||||||
Share Based Compensation Arrangements By Share Based Payment Award, Equity Instruments Other Than Options, Shares Assumed Through Recapitalization | shares | 1,169,607 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 1,216,000 | $ 1,216,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Proceeds from Issuance of Private Placement | $ 3,765,000 | $ 3,500,000 | |||||||||
Share Price | $ / shares | $ 1 | ||||||||||
Adjustments to Additional Paid in Capital, Other | $ 424,000 | ||||||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | shares | 3,765,000 | ||||||||||
Subsequent Event [Member] | Non Cash Expenses [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Adjustments to Additional Paid in Capital, Other | $ 201,000 | ||||||||||
Subsequent Event [Member] | MDB Capital Group Llc [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Payments for Brokerage Fees | $ 188,250 | ||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 162,000 | ||||||||||
Stock Incentive 2016 Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | shares | 1,670,867 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 764,137 | ||||||||||
Share-Based Compensation | $ 17,278 | ||||||||||
Employee [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | shares | 62,041 | ||||||||||
Director [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | shares | 245,434 |
Income Taxes (Details)
Income Taxes (Details) | Mar. 31, 2017USD ($) |
Deferred tax assets: | |
Accrued liabilities not currently deductible | $ 74,355 |
Net operating loss and capital loss carryforwards | 882,892 |
Gross deferred tax assets | 957,247 |
Valuation allowance | (663,317) |
Gross deferred tax assets net of valuation allowance | 293,930 |
Deferred tax liabilities | |
Stock-based compensation | 16,625 |
Website development costs and fixed assets | 277,305 |
Net deferred tax asset | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Income Taxes [Line Items] | |
Federal expense expected at statutory rate | $ (344,010) |
Permanent differences | 97,895 |
Change in valuation allowance | 246,115 |
Tax benefit and effective tax rate | $ 0 |
Federal expense expected at statutory rate | 34.00% |
Permanent differences | (9.70%) |
Change in valuation allowance | (24.50%) |
Tax benefit and effective tax rate | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | Mar. 31, 2017 | Nov. 04, 2016 |
Integrated Surgical Systems, Inc [Member] | ||
Income Taxes [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 56.70% | 56.70% |
Federal [Member] | ||
Income Taxes [Line Items] | ||
Operating Loss Carryforwards | $ 2.6 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Apr. 04, 2017 | Apr. 30, 2017 | Mar. 31, 2017 |
Related Party Transaction [Line Items] | |||
Proceeds from Issuance of Private Placement | $ 3,515,000 | ||
Subsequent Event [Member] | |||
Related Party Transaction [Line Items] | |||
Share Price | $ 1 | ||
Proceeds from Issuance of Private Placement | $ 3,765,000 | $ 3,500,000 | |
Private Placement [Member] | Subsequent Event [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 3,765,000 | ||
MDB Capital Group LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Reimbursement For Related Party Services Per Month | $ 3,000 | ||
MDB Capital Group LLC [Member] | Subsequent Event [Member] | |||
Related Party Transaction [Line Items] | |||
Payments for Brokerage Fees | $ 188,250 | ||
Stock Issued During Period, Shares, Issued for Services | 162,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | Mar. 31, 2017USD ($) |
Commitments And Contingencies [Line Items] | |
Interest Rate Per Month, Percentage | 18.00% |
Franchise Tax Payable | $ 44,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Apr. 04, 2017 | Apr. 30, 2017 | May 19, 2017 | Mar. 31, 2017 | Mar. 21, 2017 |
Subsequent Event [Line Items] | |||||
Proceeds from Issuance of Private Placement | $ 3,515,000 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.18 | ||||
Scenario, Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 555,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.23 | ||||
Class of Warrant or Right,Expiration Term | 5 years | ||||
Class of Warrant or Right,Vesting Term | 3 years | ||||
Minimum [Member] | Scenario, Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.19 | ||||
Minimum [Member] | Stock Incentive Plan [Member] | Scenario, Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | 1.19 | ||||
Maximum [Member] | Scenario, Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.25 | ||||
Maximum [Member] | Stock Incentive Plan [Member] | Scenario, Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 485,000 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ 1.23 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Issuance of Private Placement | $ 3,765,000 | $ 3,500,000 | |||
Share Price | $ 1 | ||||
Adjustments to Additional Paid in Capital, Other | $ 424,000 | ||||
Subsequent Event [Member] | Non Cash Expenses [Member] | |||||
Subsequent Event [Line Items] | |||||
Adjustments to Additional Paid in Capital, Other | 201,000 | ||||
Subsequent Event [Member] | MDB Capital Group Llc [Member] | |||||
Subsequent Event [Line Items] | |||||
Payments for Brokerage Fees | $ 188,250 | ||||
Stock Issued During Period, Shares, Issued for Services | 162,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 3,500,000 | ||||
Subsequent Event [Member] | Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 3,765,000 |