Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Jun. 25, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | 30,975,206 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 1,519,182 | $ 619,249 |
Restricted cash | 0 | 3,000,000 |
Accounts receivable | 73,671 | 53,202 |
Deferred contract fulfillment costs | 17,955 | 14,147 |
Prepayments and other current assets | 552,876 | 174,369 |
Total current assets | 2,163,684 | 3,860,967 |
Note receivable | 1,000,000 | 0 |
Fixed assets, net | 3,789,288 | 2,687,727 |
Intangible assets | 32,283 | 20,000 |
Total Assets | 6,985,255 | 6,568,694 |
Current liabilities: | ||
Accounts payable | 472,327 | 162,308 |
Accrued expenses | 768,483 | 222,699 |
Deferred revenue | 37,149 | 31,437 |
Total current liabilities | 1,277,959 | 416,444 |
Investor demand payable | 0 | 3,000,000 |
Total liabilities | 1,277,959 | 3,416,444 |
Commitments and contingencies (Note 12) | ||
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; 30,216,009 and 28,516,009 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 302,159 | 285,159 |
Additional paid-in capital | 17,280,641 | 11,170,666 |
Accumulated deficit | (12,044,000) | (8,472,071) |
Total stockholders’ equity | 5,538,800 | 2,983,754 |
Total liabilities and stockholders’ equity | $ 6,985,255 | $ 6,568,694 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets [Parenthetical] - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 30,216,009 | 28,516,009 |
Common stock, shares outstanding | 30,216,009 | 28,516,009 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue | $ 86,685 | $ 0 |
Cost of revenue | 1,035,708 | 0 |
Gross loss | (949,023) | 0 |
Operating Expenses: | ||
Research and development | 90,404 | 64,022 |
General and administrative | 2,532,502 | 940,860 |
Total operating expenses | 2,622,906 | 1,004,882 |
Loss from operations | (3,571,929) | (1,004,882) |
Other income: | ||
Interest and dividend income, net | 0 | 54 |
Total other income | 0 | 54 |
Net loss | $ (3,571,929) | $ (1,004,828) |
Other Comprehensive Loss | ||
Basic and diluted net loss per common share (in dollar per share) | $ (0.16) | $ (0.11) |
Weighted average number of shares outstanding - basic and diluted (in shares) | 22,934,369 | 9,537,523 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders’ Equity - 3 months ended Mar. 31, 2018 - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2017 | $ 2,983,754 | $ 285,159 | $ 11,170,666 | $ (8,472,071) |
Balance (in shares) at Dec. 31, 2017 | 28,516,009 | |||
Private placement of common stock, net of costs | 3,868,105 | $ 17,000 | 3,851,105 | 0 |
Private placement of common stock, net of costs (in shares) | 1,700,000 | |||
Stock based compensation | 2,258,870 | $ 0 | 2,258,870 | 0 |
Net loss | (3,571,929) | 0 | 0 | (3,571,929) |
Balance at Mar. 31, 2018 | $ 5,538,800 | $ 302,159 | $ 17,280,641 | $ (12,044,000) |
Balance (in shares) at Mar. 31, 2018 | 30,216,009 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (3,571,929) | $ (1,004,828) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 1,350,892 | 286,149 |
Depreciation and amortization | 355,142 | 881 |
Changes in operating assets and liabilities: | ||
Prepayments and other current assets | (378,506) | 5,716 |
Accounts receivable | (20,469) | 0 |
Deferred cost | (3,808) | 0 |
Accounts payable | 310,018 | 74,518 |
Deferred revenue | 5,711 | 0 |
Accrued expenses | 163,891 | 102,093 |
Net cash used in operating activities | (1,789,058) | (535,471) |
Cash flows from investing activities: | ||
Note receivable | (1,000,000) | 0 |
Website development costs and other fixed assets | (561,009) | (432,419) |
Net cash used in investing activities | (1,561,009) | (432,419) |
Cash flows from financing activities: | ||
Proceeds from private placement of common stock | 1,250,000 | 3,483,935 |
Net cash provided by financing activities | 1,250,000 | 3,483,935 |
Net increase (decrease) in cash and restricted cash | (2,100,067) | 2,516,045 |
Cash and restricted cash at beginning of period | 3,619,249 | 598,294 |
Cash and restricted cash at end of period | 1,519,182 | 3,114,339 |
Supplemental disclosures of noncash investing and financing activities: | ||
Capitalization of stock-based compensation to website development costs | 907,978 | 212,156 |
Accrual of stock issuance costs | 381,895 | 363,219 |
Reclassification of Investor note payable to Common stock to be issued | $ 3,000,000 | $ 0 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | TheMaven, Inc. (“Parent”) and Maven Coalition, 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 an 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, 2018 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Basis of Accounting [Text Block] | 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.” On March 5, 2018 the corporate name was changed to Maven Coalition, 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 financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Our unaudited condensed financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. Such adjustments are of a normal recurring nature, unless otherwise noted. The balance sheet as of March 31, 2018 and the results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the entire year. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
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. As of March 31, 2018, the Company, since the Recapitalization, has generated less than $ 200,000 As fully described in Note 9, in April 2017, the Company completed a private placement of its common stock, raising proceeds of $ 3.5 2.7 3,000,000 1,250,000 3 1,200,000 2.50 500,000 2.50 1,250,000 The Company believes that it does not have sufficient funds to support its operations through the end of the second quarter of 2019. In order to continue business operations past that point, the Company currently anticipates that it will need to raise additional debt and/or equity capital. However, there can be no assurances that the Company will be able to secure any such additional financing on acceptable terms and conditions, or at all. If cash resources become insufficient to satisfy the Company’s ongoing cash requirements, the Company will be required to scale back or discontinue its technology development programs, or obtain funds, if available (although there can be no certainty), or to discontinue its operations entirely. From January 1, 2018 to May 31, 2018, the Company has continued to incur operating losses and negative cash flow from operating and investing activities. The Company raised $ 1,250,000 663,000 2.34 47,000 On June 6, 2018, the Company repaid $ 50,000 121,000 2.34 On June 6, 2018, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with L2 Capital, LLC (“L2”), pursuant to which L2 purchased from the Company a Promissory Note (the “Note”), issuable in tranches, in the aggregate principal amount of $ 1,681,668 1,500,000 15,000 500,000 216,120 the number of shares issuable under the Warrant shall increase by the quotient of 50% of the face value of the respective tranche and 110% multiplied by the VWAP of the Company’s Common Stock on the trading day immediately prior to the funding date of the respective tranche. On June 15, 2018, four investors invested a total of $ 4,775,000 1 10 June 30, 2019 20 The Debentures are convertible into shares of the Company’s common stock, at the option of the Investor at any time prior to the Maturity Date, at a conversion price of $ 1.2912 As long as any portion of the Debentures remain outstanding, unless Investors holding at least 51% in principal amount of the then outstanding Debentures otherwise agree, the Company shall not, among other things enter into, incur, assume or guarantee any indebtedness, except for certain permitted indebtedness, as set forth in the Debenture, as set forth in the Debenture. In addition, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to register the Conversion Shares for resale by the Investors. The Company has committed to file the registration statement by no later than 45 days after June 15, 2018 and to cause the registration statement to become effective by no later than 120 days after June 15, 2018 (or, in the event of a full review by the staff of the Securities and Exchange Commission, 150 days following June 15, 2018). The Agreement provides for liquidated damages for failure to file or cause registration to become effective. Additionally, on June 14th, 2018, Strome Mezzanine Fund LP (the “Fund”), agreed to surrender certain existing rights for up to 1,750,000 1,500,000 1.19 On June 15, 2018 the Company used the majority of the funding noted above to fund the Company’s $ 5,000,000 5,600,000 There can be no assurance that Maven will be able to obtain the necessary funds on terms acceptable to it or at all. Additional funds for working capital will be required to fund operations. There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. |
Significant Accounting Policies
Significant Accounting Policies and Estimates | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 and 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. The Company operates a coalition of online media channels and will provide digital media (text, audio and video) over the Internet that users may access on demand. As a broadcaster that transmits third party content owned by our channel partners via digital media, the Company applies ASC 920, “Entertainment Broadcasters”. The channel partners generally receive variable amounts of consideration that are dependent upon the calculation of revenue earned by the channel in a given month, referred to as a “revenue share”, that are payable in arrears. In certain circumstances, there is a monthly fixed fee minimum or a fixed yield (“revenue per 1000 impressions”) based on the volume of advertising impressions served. We disclose fixed dollar commitments for channel content licenses in Note 12 Commitments and Contingencies. Channel partner agreements that include fixed yield based on the volume of impressions served are not included in Note 12 because they cannot be quantified but are expected to be significant. The expense related to channel partner agreements are reported in “Service Costs” in the Statements of Operations. The cash payments related to channel partner agreements are classified within “Net cash used in operating activities” on the Statements of Cash Flows. During the third quarter of 2017, the Company adopted ASC 606, “Revenue from Contracts with Customers” as the accounting standard for revenue recognition. Since the Company had not previously generated revenue from customers the Company did not have to transition its accounting method from ASC 605, “Revenue Recognition”. Revenues are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company generates all of its revenue from contracts with customers. The following is a description of the principal activities from which the Company generates revenue: Advertising The Company enters into contracts with advertising networks to serve display or video advertisements on the digital media pages associated with our various channels. In accordance with ASC 606 the Company recognizes revenue from advertisements at the point in time when each ad is viewed as reported by our advertising network partners. The quantity of advertisements, the impression bid prices and revenue are reported on a real-time basis. Although reported advertising transactions are subject to adjustment by the advertising network partners, any such adjustments are known within a few days of month end. The Company owes our independent publisher channel partners a revenue share of the advertising revenue earned and this is recorded as service costs in the same period in which the associated advertising revenue is recognized. Membership The Company enters into contracts with Internet users that subscribe to premium content on the digital media channels. These contracts provide Internet users with a subscription to access the premium content for a given period of time, which is generally one year. In accordance with ASC 606 the Company recognizes revenue from each membership subscription over time based on a daily calculation of revenue during the reporting period. Subscribers make payment for a subscription by credit card and the amount of the subscription collected in cash is initially recorded as deferred revenue on the balance sheet. As the Company provides access to the premium content over the subscription term the Company recognizes revenue and proportionately reduces the deferred revenue balance. The Company owes our independent publisher channel partners a revenue share of the membership revenue earned and this is initially deferred as deferred contract costs. The Company recognizes deferred contract costs over the subscription term in the same pattern that the associated membership revenue is recognized. Disaggregation of Revenue Quarter Ended March 31, 2018 Advertising Membership Total By Product Lines: $ 72,843 $ 13,842 $ 86,685 United States Other Total By Geographical Markets: $ 86,865 $ - $ 86,685 At a Point Over Time Total By Timing of Revenue Recognition: $ 72,843 $ 13,842 $ 86,685 Contract Balances Advertising Membership Total Accounts receivable $ 73,136 $ 535 $ 73,671 Short-term contract assets (deferred contract costs) - $ 17,955 $ 17,955 Short-term contract liabilities (deferred revenue) - $ 37,149 $ 37,149 The Company receives payments from advertising customers based upon contractual payment terms; accounts receivable are recorded when the right to consideration becomes unconditional and are generally collected within 90 days. The Company generally receives payments from membership customers at the time of sign up for each subscription; accounts receivable from merchant credit card processors are recorded when the right to consideration becomes unconditional and are generally collected weekly. Contract assets include contract fulfillment costs related to revenue shares owed to channel partners, which are amortized to expense over the same period with the associated revenue. Contract liabilities include payments received in advance of performance under the contract and are recognized as revenue over time. The Company had no asset impairment charges related to contract assets in the period. 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 and intangible assets held and used by the Company are reviewed for impairment 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, 2018. 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 $ 90,404 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. 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 and restricted 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. March 31, December 31, Cash $ 1,519,182 $ 619,249 Restricted cash - 3,000,000 Total cash and restricted cash $ 1,519,182 $ 3,619,249 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. 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.” Equity instruments that are issued to non-employees in exchange for the receipt of goods or services are 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. 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 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 credits have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was signed into law making significant changes to the U.S. federal corporate income tax law which included a decrease in the U.S. federal corporate rate from 34 21 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, 2018, 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, 2018. 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, 2018, potentially dilutive shares outstanding amounted to 12,617,957 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. Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. These reclassifications did not result in any changes in total assets, liabilities, stockholders’ equity, or net loss. Recently Adopted Standards In May 2017, the FASB issued ASU 2017-09, Compensation Stock Compensation (Topic 718): Scope of Modification Accounting. . In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), |
Note Receivable
Note Receivable | 3 Months Ended |
Mar. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 5. Note Receivable On March 19, 2018, the Company entered into a non-binding letter of intent to acquire Say Media Inc. (“Say Media”), a media and publishing technology company (the “Letter of Intent”). The acquisition will be subject to negotiation and execution of definitive documentation and various conditions precedent. In connection with the Letter of Intent, on March 26, 2018, Maven loaned $1,000,000 to Say Media and was issued a secured promissory note in the principal amount of $ 1,000,000 5 |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Fixed Assets March 31, December 31, Office equipment and computers $ 65,034 $ 46,309 Furniture and equipment 21,220 21,220 Website development costs 4,583,287 3,145,308 4,669,541 3,212,837 Accumulated depreciation and amortization (880,253) (525,110) Fixed assets, net $ 3,789,288 $ 2,687,727 In May 2017, the Company launched its website and began amortization of capitalized website development cost. The Company recorded amortization expense of $ 349,512 0 5,630 881 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018, 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, 2018, no shares of Series G were converted into shares of common stock. At March 31, 2018, the outstanding Series G shares were convertible into a minimum of 150,175 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 |
Recapitalization on November 4,
Recapitalization on November 4, 2016 | 3 Months Ended |
Mar. 31, 2018 | |
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 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 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 9. Stockholders’ Equity The Company has authorized 100,000,000 shares of common stock, $0.01 par value, of which 30,216,009 shares were issued and outstanding as of March 31, 2018 and December 31, 2017. 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 shares of common stock as adjusted for the Recapitalization exchange ratio of 4.13607. These shares were subject to a Company option to buy back the shares at the original cash consideration paid, which totaled $2,952 or approximately $0.0002 per share. The employees vest their ownership in these shares over a three-year period beginning August 1, 2016 with one-third vesting on August 1, 2017 and the balance monthly over the remaining two years. The fair value of these shares of Subsidiary stock 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 (See Note 7). 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. As of December 31, 2017, the Unique User Performance Condition was determined based on 4,977,144 unique users accessing Maven channels in November 2017. Based on this level of unique users 56% of the shares subject to the performance condition were released and 1,927,641 of the escrow shares were subject to the Company’s buy-back right. The Company’s Board of Directors made a determination on March 12, 2018 to waive the buy-back right. This waiver of the buy-back right related to 1,927,641 shares is a modification of the terms of the restricted stock awards and will result in incremental compensation cost of approximately $2.8 million that will be recognized over a period of approximately 1.3 years, with a total of $2.2 million to be recognized in 2018, of which $1.5 million was recognized in the three months ended March 31, 2018. At March 31, 2018, total compensation cost, including the effect of the waiver of the buy-back right, related to restricted stock awards but not yet recognized was $3.0 million. This cost will be recognized over a period of approximately 1.3 years with a total of $1.7 million remaining to be recognized in 2018. Stock Options On March 28, 2018, the Board of Directors approved an increase in the total number of shares reserved from 3,000,000 to 5,000,000. The Plan is administered by the Board of Directors, and there were no grants prior to the formation of the Plan. Shares of common stock that are issued under the Plan or subject to outstanding incentive awards will be applied to reduce the maximum number of shares of common stock remaining available for issuance under the Plan, provided, however, that that shares subject to an incentive award that expire will automatically become available for issuance. Options issued under the Plan may have a term of up to ten years and may have variable vesting provisions. In conjunction with the Recapitalization, the Company assumed 175,000 fully-vested options, 25,000 were exercised in 2017 and 150,000 are still outstanding, in connection with the Recapitalization with an exercise price of $0.17 per share, which expire on May 15, 2019. 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: The fair value of stock options granted during the three months ended March 31, 2018 were estimated with the following assumptions: Expected life 6.0 years Risk-free interest rate 2.60 % Expected annual volatility 113.87 % Dividend yield 0.00 % For the three months ended March 31, 2018 option activity was as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2018 2,176,637 $ 1.25 9.25 Granted 1,671,250 1.83 9.99 Exercised - - Forfeited (45,000 ) 1.90 9.75 Outstanding at March 31, 2018 3,802,887 $ 1.52 9.59 $ 785,000 Vested and expected to vest at March 31, 2018 3,802,887 $ 1.52 9.59 $ 785,000 Exercisable at March 31, 2018 502,917 $ 0.96 7.10 $ 298,000 The Company has granted 3,652,887 options under the Plan. In the three months ended March 31, 2018, the Company recorded stock-based compensation of $266,308 related to the grants. Of the total stock-based compensation, $201,730 was expensed in General and Administrative and Research and Development expenses and $64,578 was capitalized as Website Development Costs. At March 31, 2018, total compensation cost related to stock options granted under the Plan but not yet recognized was $3,563,000. This cost will be amortized on a straight-line method over a period of approximately 2.72 years. The aggregate intrinsic value represents the difference between the exercise price of the underlying options and the quoted price of our common stock for the number of options that were in-the-money at March 31, 2018. The following table summarizes certain information about stock options for the three months ended March 31, 2018: Weighted average grant-date fair value for options granted during the period $ 1.83 Vested options in-the-money at March 31, 2018 502,917 Aggregate intrinsic value of options exercised during the period $ - The following table summarizes the common shares reserved for future issuance under the Plan as of March 31, 2018: Stock options outstanding 3,652,887 Stock options available for future grant 1,347,113 5,000,000 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 common stock warrants to provide equity incentive to its Channel Partners to motivate and reward them for their services to the Company and to align the interests of the Channel Partners with those of stockholders of the Company. The following table summarizes the activity in Channel Partner Warrants during the three months ended March 31, 2018: Number of Weighted Weighted Aggregate Outstanding at January 1, 2018 1,303,832 $ 1.48 4.50 Granted 225,000 1.84 4.90 Exercised - - Forfeited (83,986 ) 1.91 4.50 Outstanding at March 31, 2018 1,444,846 $ 1.51 4.79 $ - Exercisable at March 31, 2018 - $ - - $ - In the three months ended March 31, 2018, the Company issued 225,000 common stock warrants to 13 of the Channel Partners. The warrants have a performance condition and vest over three years and expire in five years from issuance. The exercise prices range from $1.15 to $1.99 with a weighted average of $1.84. The performance conditions are generally based on the average number of unique visitors on the Channel operated by the Channel Partner generated during the six-month period from the launch of the Channel Partners operations on theMaven Network or the revenue generated during the period from issuance date through December 31, 2021 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 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. In the three months ended March 31, 2018, the Company recorded stock-based compensation of $136,587 related to these warrants. 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 shares of Parent common stock in conjunction with the Recapitalization on November 4, 2016. The warrants have an exercise price of $0.20 per share and expire on November 4, 2021. The aggregate intrinsic value of the warrants at March 31, 2018 is $1,567,000. Common Stock to be Issued Private Placement of Common Stock As fully described in Note 13, in January 2018 and March 2018, the Company raised pursuant to a pending private placement $3,000,000 and $1,250,000, respectively. The $3 million was received prior to December 31, 2017 and was classified as Restricted Cash in the December 31, 2017 balance sheet and then subsequently reclassified to Cash in January 2018 upon completion of the private placement subscription documents. In addition, the investment was classified as Investor Demand Payable in the December 31, 2017 balance sheet and then subsequently reclassified to equity in January 2018. Stock-based Compensation The impact on our results of operations of recording stock-based compensation expense for the three months ended March 31, 2018 was as follows: Restricted Channel Common Stock at Stock Partner Stock to Inception Options Warrants be Issued Total Research and development $ - $ 106 $ - $ - $ 106 General and administrative 1,012,575 201,624 136,587 - 1,350,786 $ 1,012,575 $ 201,730 136,587 $ - $ 1,350,892 In addition, during the three months ended March 31, 2018 stock-based compensation totaling $1,907,978 during the application and development stage was capitalized for website development. 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 In addition, during the three months ended March 31, 2017 stock-based compensation totaling $212,156 during the application and development stage was capitalized for website development. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 10. Income Taxes Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. As a result of the Company’s cumulative losses, management has concluded that a full valuation allowance against the Company’s net deferred tax assets is appropriate. No income tax liabilities existed as of March 31, 2018 and December 31, 2017 due to the Company’s continuing operating losses. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
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 On October 19, 2017, the Company completed a private placement of its common stock, selling 2,391,304 1.15 2,750,000 119,565 119,565 Mr. Christopher Marlett was a director of the Company until February 1, 2018. Mr. Marlett is the Chief Executive Officer of MDB. Mr. Gary Schuman, who was the Chief Financial Officer of the Company until May 15, 2017 is the Chief Financial Officer and Chief Compliance Officer of MDB. The Company compensated Mr. Schuman for his services at the rate of $ 3,000 Prior to and interdependent upon the closing of the Recapitalization, the Parent provided a series of advances for an aggregated amount of approximately $ 735,000 150,000 350,000 Ms. Rinku Sen became a director of the Company in November 2017 and has provided consulting services and operates a channel on our platform. During the year ended December 31, 2017, Ms. Sen was paid $ 15,000 Effective on September 20, 2017, the Company entered into a six-month contract, with automatic renewals unless cancelled, with a company located in Nicaragua that is owned by Mr. Christopher Marlett, a director of the Company, to provide content conversion services. The estimated monthly costs are expected to be less than $ 5,000 During May 2018, the Company borrowed a total of $ 663,000 2.34 On June 6, 2018, the Company repaid $ 50,000 121,000 2.34 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
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. In April 2018, Maven entered into an office sublease agreement to sublease of 7,457 1500 41 25.95 37 37 41 60,249 22,992 Commitment 2018 $ 113,000 2019 233,000 2020 265,000 2021 227,000 $ 838,000 On a select basis, the Company has provided revenue share guarantees to certain independent publishers that transition their publishing operations from another platform to theMaven.net or maven.io. These arrangements generally guarantee the publisher a monthly amount of income for a period of 12 to 24 months from inception of the publisher contract that is the greater of (a) fixed monthly minimum, or (b) the calculated earned revenue share. During the three months ended March 31, 2018 and March 31, 2017, the Company paid Channel Partner guarantees of $ 406,286 45,000 547,000 500,000 Commitment 2018 $ 405,000 2019 142,000 $ 547,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 13. Subsequent Events On April 25, 2018, Maven entered into an office sublease agreement to sublease of 7,457 1500 41 25.95 37 37 41 60,249 22,992 On April 30, 2018, a holder of 842,117 0.20 736,852 On April 30, 2018, a holder of 25,000 0.17 22,344 During May 2018, the Company borrowed a total of $ 663,000 2.34 On June 6, 2018, the Company repaid $ 50,000 121,000 On June 6, 2018, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with L2 Capital, LLC (“L2”), pursuant to which L2 purchased from the Company a Promissory Note (the “Note”), issuable in tranches, in the aggregate principal amount of $ 1,681,668 1,500,000 15,000 500,000 500,000 216,120 the number of shares issuable under the Warrant shall increase by the quotient of 50% of the face value of the respective tranche and 110% multiplied by the VWAP of the Company’s Common Stock on the trading day immediately prior to the funding date of the respective tranche On June 15, 2018, four investors invested a total of $ 4,775,000 1 10 June 30, 2019 20 The Debentures are convertible into shares of the Company’s common stock, at the option of the Investor at any time prior to the Maturity Date, at a conversion price of $ 1.2912 The Company also has the option to redeem some or all of the outstanding principal amount of the Debenture and further provides that if after the Company undertakes a subsequent financing (or financings) for gross proceeds of at least $20 million (a “Qualified Offering”), the Company has the option, to cause the Investors to convert, plus make a cash payment to the Investors in an aggregate amount to provide the Investor with a 20% annual Internal Rate of Return through the date of payment, in addition to other obligations defined in the Debenture Agreement. As long as any portion of the Debentures remain outstanding, unless Investors holding at least 51% in principal amount of the then outstanding Debentures otherwise agree, the Company shall not, among other things enter into, incur, assume or guarantee any indebtedness, except for certain permitted indebtedness, as set forth in the Debenture, as set forth in the Debenture. In addition, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to register the Conversion Shares for resale by the Investors. The Company has committed to file the registration statement by no later than 45 days after June 15, 2018 and to cause the registration statement to become effective by no later than 120 days after June 15, 2018 (or, in the event of a full review by the staff of the Securities and Exchange Commission, 150 days following June 15, 2018). The Agreement provides for liquidated damages for failure to file or cause registration to become effective. Additionally, on June 14th, 2018, Strome Mezzanine Fund LP (the “Fund”), agreed to surrender certain existing rights for up to 1,750,000 1,500,000 1.19 On June 15, 2018 the Company used the majority of the funding noted above to fund the Company’s $ 5,000,000 5,600,000 |
Significant Accounting Polici20
Significant Accounting Policies and Estimates (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 and 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. |
Digital Media Content [Policy Text Block] | The Company operates a coalition of online media channels and will provide digital media (text, audio and video) over the Internet that users may access on demand. As a broadcaster that transmits third party content owned by our channel partners via digital media, the Company applies ASC 920, “Entertainment Broadcasters”. The channel partners generally receive variable amounts of consideration that are dependent upon the calculation of revenue earned by the channel in a given month, referred to as a “revenue share”, that are payable in arrears. In certain circumstances, there is a monthly fixed fee minimum or a fixed yield (“revenue per 1000 impressions”) based on the volume of advertising impressions served. We disclose fixed dollar commitments for channel content licenses in Note 12 Commitments and Contingencies. Channel partner agreements that include fixed yield based on the volume of impressions served are not included in Note 12 because they cannot be quantified but are expected to be significant. The expense related to channel partner agreements are reported in “Service Costs” in the Statements of Operations. The cash payments related to channel partner agreements are classified within “Net cash used in operating activities” on the Statements of Cash Flows. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition During the third quarter of 2017, the Company adopted ASC 606, “Revenue from Contracts with Customers” as the accounting standard for revenue recognition. Since the Company had not previously generated revenue from customers the Company did not have to transition its accounting method from ASC 605, “Revenue Recognition”. Revenues are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company generates all of its revenue from contracts with customers. The following is a description of the principal activities from which the Company generates revenue: Advertising The Company enters into contracts with advertising networks to serve display or video advertisements on the digital media pages associated with our various channels. In accordance with ASC 606 the Company recognizes revenue from advertisements at the point in time when each ad is viewed as reported by our advertising network partners. The quantity of advertisements, the impression bid prices and revenue are reported on a real-time basis. Although reported advertising transactions are subject to adjustment by the advertising network partners, any such adjustments are known within a few days of month end. The Company owes our independent publisher channel partners a revenue share of the advertising revenue earned and this is recorded as service costs in the same period in which the associated advertising revenue is recognized. Membership The Company enters into contracts with Internet users that subscribe to premium content on the digital media channels. These contracts provide Internet users with a subscription to access the premium content for a given period of time, which is generally one year. In accordance with ASC 606 the Company recognizes revenue from each membership subscription over time based on a daily calculation of revenue during the reporting period. Subscribers make payment for a subscription by credit card and the amount of the subscription collected in cash is initially recorded as deferred revenue on the balance sheet. As the Company provides access to the premium content over the subscription term the Company recognizes revenue and proportionately reduces the deferred revenue balance. The Company owes our independent publisher channel partners a revenue share of the membership revenue earned and this is initially deferred as deferred contract costs. The Company recognizes deferred contract costs over the subscription term in the same pattern that the associated membership revenue is recognized. Disaggregation of Revenue Quarter Ended March 31, 2018 Advertising Membership Total By Product Lines: $ 72,843 $ 13,842 $ 86,685 United States Other Total By Geographical Markets: $ 86,865 $ - $ 86,685 At a Point Over Time Total By Timing of Revenue Recognition: $ 72,843 $ 13,842 $ 86,685 Contract Balances Advertising Membership Total Accounts receivable $ 73,136 $ 535 $ 73,671 Short-term contract assets (deferred contract costs) - $ 17,955 $ 17,955 Short-term contract liabilities (deferred revenue) - $ 37,149 $ 37,149 The Company receives payments from advertising customers based upon contractual payment terms; accounts receivable are recorded when the right to consideration becomes unconditional and are generally collected within 90 days. The Company generally receives payments from membership customers at the time of sign up for each subscription; accounts receivable from merchant credit card processors are recorded when the right to consideration becomes unconditional and are generally collected weekly. Contract assets include contract fulfillment costs related to revenue shares owed to channel partners, which are amortized to expense over the same period with the associated revenue. Contract liabilities include payments received in advance of performance under the contract and are recognized as revenue over time. The Company had no asset impairment charges related to contract assets in the period. |
Property, Plant and Equipment, Policy [Policy Text Block] | 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 and intangible assets held and used by the Company are reviewed for impairment 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, 2018. |
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. |
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 $ 90,404 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. 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. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Concentrations of Credit Risk - Cash and Restricted Cash The Company maintains cash and restricted 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. March 31, December 31, Cash $ 1,519,182 $ 619,249 Restricted cash - 3,000,000 Total cash and restricted cash $ 1,519,182 $ 3,619,249 |
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. 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.” Equity instruments that are issued to non-employees in exchange for the receipt of goods or services are 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. 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 issues common stock upon exercise of equity awards and warrants. |
Income Tax, Policy [Policy Text Block] | 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 credits have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was signed into law making significant changes to the U.S. federal corporate income tax law which included a decrease in the U.S. federal corporate rate from 34 21 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, 2018, 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, 2018. |
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, 2018, potentially dilutive shares outstanding amounted to 12,617,957 |
Reclassifications [Text Block] | Reclassifications Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. These reclassifications did not result in any changes in total assets, liabilities, stockholders’ equity, or net loss. |
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) | In May 2017, the FASB issued ASU 2017-09, Compensation Stock Compensation (Topic 718): Scope of Modification Accounting. . |
Recently Announced Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), |
Significant Accounting Polici21
Significant Accounting Policies and Estimates (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table provides information about disaggregated revenue by product line, geographical market and timing of revenue recognition: Quarter Ended March 31, 2018 Advertising Membership Total By Product Lines: $ 72,843 $ 13,842 $ 86,685 United States Other Total By Geographical Markets: $ 86,865 $ - $ 86,685 At a Point Over Time Total By Timing of Revenue Recognition: $ 72,843 $ 13,842 $ 86,685 |
Contract with Customer, Asset and Liability [Table Text Block] | The following table provides information about contract balances as of March 31, 2018: Advertising Membership Total Accounts receivable $ 73,136 $ 535 $ 73,671 Short-term contract assets (deferred contract costs) - $ 17,955 $ 17,955 Short-term contract liabilities (deferred revenue) - $ 37,149 $ 37,149 |
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 |
Restrictions on Cash and Cash Equivalents [Table Text Block] | The following table reconciles total cash and restricted cash at: March 31, December 31, Cash $ 1,519,182 $ 619,249 Restricted cash - 3,000,000 Total cash and restricted cash $ 1,519,182 $ 3,619,249 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | At March 31, 2018 and December 31, 2017, fixed assets, net consisted of the following: March 31, December 31, Office equipment and computers $ 65,034 $ 46,309 Furniture and equipment 21,220 21,220 Website development costs 4,583,287 3,145,308 4,669,541 3,212,837 Accumulated depreciation and amortization (880,253) (525,110) Fixed assets, net $ 3,789,288 $ 2,687,727 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
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, 2018 were estimated with the following assumptions: Expected life 6.0 years Risk-free interest rate 2.60 % Expected annual volatility 113.87 % Dividend yield 0.00 % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Weighted Weighted Aggregate Outstanding at January 1, 2018 2,176,637 $ 1.25 9.25 Granted 1,671,250 1.83 9.99 Exercised - - Forfeited (45,000) 1.90 9.75 Outstanding at March 31, 2018 3,802,887 $ 1.52 9.59 $ 785,000 Vested and expected to vest at March 31, 2018 3,802,887 $ 1.52 9.59 $ 785,000 Exercisable at March 31, 2018 502,917 $ 0.96 7.10 $ 298,000 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value [Table Text Block] | Weighted average grant-date fair value for options granted during the period $ 1.83 Vested options in-the-money at March 31, 2018 502,917 Aggregate intrinsic value of options exercised during the period $ - |
Common Stock Shares Reserved For Future Issuance [Table Text Block] | The following table summarizes the common shares reserved for future issuance under the Plan as of March 31, 2018 Stock options outstanding 3,652,887 Stock options available for future grant 1,347,113 5,000,000 |
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, 2018: Number of Weighted Weighted Aggregate Outstanding at January 1, 2018 1,303,832 $ 1.48 4.50 Granted 225,000 1.84 4.90 Exercised - - Forfeited (83,986) 1.91 4.50 Outstanding at March 31, 2018 1,444,846 $ 1.51 4.79 $ - Exercisable at March 31, 2018 - $ - - $ - |
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, 2018 was as follows: Restricted Channel Common Stock at Stock Partner Stock to Inception Options Warrants be Issued Total Research and development $ - $ 106 $ - $ - $ 106 General and administrative 1,012,575 201,624 136,587 - 1,350,786 $ 1,012,575 $ 201,730 136,587 $ - $ 1,350,892 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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum sublease rental payments [Table Text Block] | The following table shows the aggregate commitment by year: Commitment 2018 $ 113,000 2019 233,000 2020 265,000 2021 227,000 $ 838,000 |
Other Commitments [Table Text Block] | The following table shows the aggregate commitment by year: Commitment 2018 $ 405,000 2019 142,000 $ 547,000 |
Basis of Presentation (Details
Basis of Presentation (Details Textual) | Nov. 04, 2016$ / sharesshares | Nov. 04, 2016USD ($)$ / shares |
Proceeds from Contributions from Parent | $ | $ 735,099 | |
Integrated Surgical Systems, Inc [Member] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 12,517,152 | |
Business Acquisition, Share Price | $ / shares | $ 0.01 | $ 0.01 |
Business Acquisition, Percentage of Voting Interests Acquired | 56.70% | 56.70% |
Going Concern (Details Textual)
Going Concern (Details Textual) - USD ($) | Jun. 15, 2018 | Jun. 14, 2018 | Jun. 06, 2018 | Apr. 04, 2017 | Mar. 31, 2018 | Mar. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Apr. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | May 31, 2018 | Dec. 31, 2017 |
Proceeds from Issuance of Private Placement | $ 3,765,000 | $ 1,250,000 | $ 1,250,000 | $ 3,000,000 | $ 1,250,000 | $ 3,483,935 | |||||||
Revenue, Net | 86,685 | $ 0 | |||||||||||
Restricted Cash, Current | $ 0 | 0 | $ 3,000,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 500,000 | 1,200,000 | |||||||||||
Shares Issued, Price Per Share | $ 2.50 | $ 2.50 | |||||||||||
Chief Executive Officer [Member] | |||||||||||||
Proceeds from Related Party Debt | $ 663,000 | ||||||||||||
Promissory Note Payable Upon Demand With Interest At Minimum Applicable Federal Rate | 2.34% | ||||||||||||
Scenario, Forecast [Member] | |||||||||||||
Proceeds from Issuance of Private Placement | $ 1,250,000 | ||||||||||||
Cash and Cash Equivalents, at Carrying Value | 47,000 | ||||||||||||
Proceeds from Related Party Debt | $ 663,000 | ||||||||||||
Promissory Note Payable Upon Demand With Interest At Minimum Applicable Federal Rate | 2.34% | ||||||||||||
Scenario, Forecast [Member] | Hub Pages [Member] | |||||||||||||
Business Combination, Consideration Payable | $ 5,600,000 | ||||||||||||
Payments to Acquire Businesses, Gross | 5,000,000 | ||||||||||||
Scenario, Forecast [Member] | Strome Mezzanine Fund LP [Member] | Warrant [Member] | |||||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 1,750,000 | ||||||||||||
Class of Warrant or Right, Outstanding | 1,500,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.19 | ||||||||||||
Warrant Term | 5 years | ||||||||||||
Scenario, Forecast [Member] | Convertible Debt [Member] | |||||||||||||
Proceeds from Convertible Debt | $ 4,775,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2019 | ||||||||||||
Annual Internal Rate of Return | 20.00% | ||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Company also has the option to redeem some or all of the outstanding principal amount of the Debenture and further provides that if after the Company undertakes a subsequent financing (or financings) for gross proceeds of at least $20 million (a Qualified Offering), the Company has the option, to cause the Investors to convert, plus make a cash payment to the Investors in an aggregate amount to provide the Investor with a 20% annual Internal Rate of Return through the date of payment, in addition to other obligations defined in the Debenture Agreement. | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.2912 | ||||||||||||
Scenario, Forecast [Member] | Chief Executive Officer [Member] | |||||||||||||
Proceeds from Related Party Debt | $ 121,000 | ||||||||||||
Repayments of Related Party Debt | $ 50,000 | ||||||||||||
New Promissory Note Payable Upon Demand With Interest At Minimum Applicable Rate | 2.34% | ||||||||||||
Proceeds from Convertible Debt | $ 1,000,000 | ||||||||||||
Private Placement One [Member] | |||||||||||||
Proceeds from Issuance of Private Placement | $ 3,500,000 | ||||||||||||
Private Placement Two [Member] | |||||||||||||
Proceeds from Issuance of Private Placement | $ 2,700,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Revenue, Net | $ 200,000 | ||||||||||||
Subsequent Event [Member] | L2 Capital, LLC [Member] | |||||||||||||
Warrants Exercisable | 216,120 | ||||||||||||
Warrants Expiration Period | 5 years | ||||||||||||
Percentage Of Exercise Price Of Warrants, Exercisable | 110.00% | ||||||||||||
Description On Warrants To Be issued For Shares | the number of shares issuable under the Warrant shall increase by the quotient of 50% of the face value of the respective tranche and 110% multiplied by the VWAP of the Companys Common Stock on the trading day immediately prior to the funding date of the respective tranche. | ||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | L2 Capital, LLC [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 1,681,668 | ||||||||||||
Proceeds from Issuance of Debt | 1,500,000 | ||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | L2 Capital, LLC [Member] | Tranche One [Member] | |||||||||||||
Debt Instrument, Face Amount | 570,555.72 | ||||||||||||
Proceeds from Issuance of Debt | 500,000 | ||||||||||||
Legal Fees | $ 15,000 | ||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | Promissory Note [Member] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.34% |
Significant Accounting Polici27
Significant Accounting Policies and Estimates (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue, Net | $ 86,685 | $ 0 |
Transferred at Point in Time [Member] | ||
Revenue, Net | 72,843 | |
Transferred over Time [Member] | ||
Revenue, Net | 13,842 | |
UNITED STATES | ||
Revenue, Net | 86,865 | |
Other [Member] | ||
Revenue, Net | 0 | |
Membership [Member] | ||
Revenue, Net | 13,842 | |
Advertising [Member] | ||
Revenue, Net | $ 72,843 |
Significant Accounting Polici28
Significant Accounting Policies and Estimates (Details 1) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Accounts receivable | $ 73,671 | $ 53,202 |
Short-term contract assets (deferred contract costs) | 17,955 | |
Short-term contract liabilities (deferred revenue) | 37,149 | $ 31,437 |
Advertising [Member] | ||
Accounts receivable | 73,136 | |
Short-term contract assets (deferred contract costs) | 0 | |
Short-term contract liabilities (deferred revenue) | 0 | |
Membership [Member] | ||
Accounts receivable | 535 | |
Short-term contract assets (deferred contract costs) | 17,955 | |
Short-term contract liabilities (deferred revenue) | $ 37,149 |
Significant Accounting Polici29
Significant Accounting Policies and Estimates (Details 2) | 12 Months Ended |
Dec. 31, 2017 | |
Office equipment and computers | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office equipment and computers | 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 3) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Cash | $ 1,519,182 | $ 619,249 | ||
Restricted cash | 0 | 3,000,000 | ||
Total cash and restricted cash | $ 1,519,182 | $ 3,619,249 | $ 3,114,339 | $ 598,294 |
Significant Accounting Polici31
Significant Accounting Policies and Estimates (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | |
Significant Accounting Policies [Line Items] | |||
Weighted Average Number Diluted Shares Outstanding Adjustment | 12,617,957 | ||
Research and Development Expense | $ 90,404 | $ 64,022 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | ||
Scenario, Plan [Member] | |||
Significant Accounting Policies [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Note Receivable (Details Textua
Note Receivable (Details Textual) - USD ($) | 1 Months Ended | ||
Mar. 26, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes, Loans and Financing Receivable, Net, Noncurrent | $ 1,000,000 | $ 0 | |
Say Media [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
Payments to Acquire Notes Receivable | $ 1,000,000 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Fixed assets, gross | $ 4,669,541 | $ 3,212,837 |
Accumulated depreciation and amortization | (880,253) | (525,110) |
Fixed assets, net | 3,789,288 | 2,687,727 |
Office equipment and computers [Member] | ||
Fixed assets, gross | 65,034 | 46,309 |
Furniture and equipment [Member] | ||
Fixed assets, gross | 21,220 | 21,220 |
Website development costs [Member] | ||
Fixed assets, gross | $ 4,583,287 | $ 3,145,308 |
Fixed Assets (Details Textual)
Fixed Assets (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Amortization | $ 349,512 | $ 0 |
Depreciation | $ 5,630 | $ 881 |
Redeemable Convertible Prefer35
Redeemable Convertible Preferred Stock (Details Textual) | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Temporary Equity [Line Items] | |
Preferred Stock, Shares Authorized | shares | 1,000,000 |
Series G Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 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 | shares | 150,175 |
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 1,000 |
Preferred Stock, Liquidation Preference, Value | $ | $ 168,496 |
Recapitalization on November 36
Recapitalization on November 4, 2016 (Details Textual) $ in Millions | Aug. 11, 2016 | Dec. 31, 2016shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2017shares | Nov. 04, 2016shares |
Common Stock, Shares, Issued | 30,216,009 | 28,516,009 | |||
Common Stock, Shares, Outstanding | 30,216,009 | 28,516,009 | |||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 4.13607 | ||||
TheMaven Network, Inc [Member] | |||||
Stock Issued During Period, Shares, Acquisitions | 12,517,152 | ||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 4.13607 | ||||
Equity, Fair Value Disclosure | $ | $ 2.5 | ||||
Equity Method Investment, Ownership Percentage | 56.70% | ||||
Integrated Surgical Systems, Inc [Member] | |||||
Common Stock, Shares, Issued | 9,530,379 | ||||
Common Stock, Shares, Outstanding | 22,047,531 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Expected life | 6 years |
Employee Stock Option [Member] | |
Risk-free interest rate | 2.60% |
Expected annual volatility | 113.87% |
Dividend yield | 0.00% |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Granted | 225,000 | |
Shares, Outstanding at end of year | 3,652,887 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Outstanding at beginning of year | 2,176,637 | |
Number of Shares, Granted | 1,671,250 | |
Shares, Exercised | 0 | |
Shares, Expired and forfeited | (45,000) | |
Shares, Outstanding at end of year | 3,802,887 | 2,176,637 |
Shares, Vested and expected to vest | 3,802,887 | |
Shares, Exercisable | 502,917 | |
Weighted-Average Exercise Price, Outstanding at beginning of year | $ 1.25 | |
Weighted Average Exercise Price, Granted | 1.83 | |
Weighted-Average Exercise Price, Exercised | 0 | |
Weighted-Average Exercise Price, Expired and forfeited | 1.90 | |
Weighted-Average Exercise Price, Outstanding at end of year | 1.52 | $ 1.25 |
Weighted Average Exercise Price, Vested and expected to vest | 1.52 | |
Weighted-Average Exercise Price, Exercisable | $ 0.96 | |
Weighted Average Remaining Contractual Life,, Outstanding | 9 years 7 months 2 days | 9 years 3 months |
Weighted Average Remaining Contractual Life, granted | 9 years 11 months 26 days | |
Weighted Average Remaining Contractual Life, Forfeited | 9 years 9 months | |
Weighted Average Remaining Contractual Life, Vested and expected to vest | 9 years 7 months 2 days | |
Weighted Average Remaining Contractual Life,, Exercisable | 7 years 1 month 6 days | |
Aggregate Intrinsic Value, Outstanding | $ 785,000 | |
Aggregate Intrinsic Value, Vested and expected to vest | 785,000 | |
Aggregate Intrinsic Value, Exercisable | $ 298,000 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant-date fair value for options granted during the period | $ / shares | $ 1.83 |
Vested options in-the-money at March 31, 2018 | shares | 502,917 |
Aggregate intrinsic value of options exercised during the period | $ | $ 0 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) | Mar. 31, 2018shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding | 3,652,887 |
Stock options available for future grant | 1,347,113 |
Common Stock, Capital Shares Reserved for Future Issuance | 5,000,000 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Granted | 225,000 | |
Shares, Outstanding at end of year | 3,652,887 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Outstanding at beginning of year | 1,303,832 | |
Shares, Granted | 225,000 | |
Shares, Exercised | 0 | |
Shares, Forfeited | (83,986) | |
Shares, Outstanding at end of year | 1,444,846 | 1,303,832 |
Shares, Exercisable | 0 | |
Weighted-Average Exercise Price, Outstanding at beginning of year | $ 1.48 | |
Weighted-Average Exercise Price, Granted | 1.84 | |
Weighted-Average Exercise Price, Exercised | 0 | |
Weighted-Average Exercise Price, Forfeited | 1.91 | |
Weighted-Average Exercise Price, Outstanding at end of year | 1.51 | $ 1.48 |
Weighted-Average Exercise Price, Exercisable | $ 0 | |
Weighted Average Remaining Contractual Life, Outstanding | 4 years 9 months 14 days | 4 years 6 months |
Weighted Average Remaining Contractual Life, Granted | 4 years 10 months 24 days | |
Weighted Average Remaining Contractual Life, Forfeited | 4 years 6 months | |
Weighted Average Remaining Contractual Life, Exercisable | 0 years | |
Aggregate Intrinsic Value, Outstanding | $ 0 | |
Aggregate Intrinsic Value, Exercisable | $ 0 |
Stockholders' Equity (Details 5
Stockholders' Equity (Details 5) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | $ 1,350,892 | $ 286,149 |
Restricted Stock at Inception | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | 1,012,575 | 270,653 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | 201,730 | 15,496 |
Channel Partner Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | 136,587 | 0 |
Common Stock to be Issued | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | 0 | 0 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | 106 | 0 |
Research and development | Restricted Stock at Inception | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | 0 | 0 |
Research and development | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | 106 | 0 |
Research and development | Channel Partner Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | 0 | 0 |
Research and development | Common Stock to be Issued | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | 0 | 0 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | 1,350,786 | 286,149 |
General and administrative | Restricted Stock at Inception | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | 1,012,575 | 270,653 |
General and administrative | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | 201,624 | 15,496 |
General and administrative | Channel Partner Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | 136,587 | 0 |
General and administrative | Common Stock to be Issued | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based Compensation | $ 0 | $ 0 |
Stockholders_ Equity (Details T
Stockholders’ Equity (Details Textual) | Apr. 04, 2017USD ($) | Aug. 11, 2016USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 30, 2018USD ($) | Jan. 31, 2018USD ($) | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($) | May 31, 2018USD ($) | Dec. 31, 2018USD ($) | Mar. 28, 2018shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 19, 2016shares |
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 | $ 2,800,000 | $ 2,800,000 | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 3 months 18 days | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 225,000 | |||||||||||
Share-Based Compensation | $ 1,350,892 | $ 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 | 30,216,009 | 30,216,009 | 28,516,009 | |||||||||
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 | |||||||||||
Percentage Of Escrow Shares To Be Released Subject To Performance Condition | 56.00% | 56.00% | ||||||||||
Recapitalization Number Of Shares Transfer To Escrow Account Subject to Buy Back Right | shares | 1,927,641 | 1,927,641 | ||||||||||
Reclssification Of Sharebased Compensation To Website Development Costs | $ 907,978 | 212,156 | ||||||||||
Proceeds from Issuance of Private Placement | $ 3,765,000 | $ 1,250,000 | $ 1,250,000 | $ 3,000,000 | 1,250,000 | 3,483,935 | ||||||
Restricted Cash, Current | 0 | 0 | $ 3,000,000 | |||||||||
General and Administrative Expense [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Share-Based Compensation | 1,350,786 | 286,149 | ||||||||||
Research and Development Expense [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Share-Based Compensation | $ 106 | 0 | ||||||||||
Scenario, Forecast [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Employee Service Share Based Compensation Nonvested Awards Total Compensation Yet Recognized | $ 2,200,000 | |||||||||||
Proceeds from Issuance of Private Placement | $ 1,250,000 | |||||||||||
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 | 1 year 3 months 18 days | |||||||||||
Share-Based Compensation | $ 1,012,575 | 270,653 | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 3,000,000 | 3,000,000 | ||||||||||
Employee Service Share Based Compensation Nonvested Awards Total Compensation Yet Recognized | $ 1,500,000 | 1,500,000 | ||||||||||
Restricted Stock [Member] | General and Administrative Expense [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Share-Based Compensation | 1,012,575 | 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 | 0 | ||||||||||
Restricted Stock [Member] | Scenario, Forecast [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Employee Service Share Based Compensation Nonvested Awards Total Compensation Yet Recognized | $ 1,700,000 | |||||||||||
Channel Partner Warrants [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Share-Based Compensation | 136,587 | 0 | ||||||||||
Channel Partner Warrants [Member] | General and Administrative Expense [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Share-Based Compensation | 136,587 | 0 | ||||||||||
Channel Partner Warrants [Member] | Research and Development Expense [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Share-Based Compensation | 0 | $ 0 | ||||||||||
Employee Stock Option [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Share-Based Compensation | 0 | |||||||||||
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 | 64,578 | |||||||||||
Employee Stock Option [Member] | General and Administrative Expense and Research and Development Expense [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Share-Based Compensation | $ 201,730 | |||||||||||
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 | |||||||||||
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 | $ 1.15 | $ 1.15 | ||||||||||
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 | 1.99 | 1.99 | ||||||||||
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 | 1.84 | $ 1.84 | ||||||||||
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 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 25,000 | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Shares Outstanding | shares | 150,000 | |||||||||||
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 | $ 1,567,000 | $ 1,567,000 | ||||||||||
Stock Incentive 2016 Plan [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 | $ 3,563,000 | $ 3,563,000 | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 8 months 19 days | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 3,652,887 | |||||||||||
Share-Based Compensation | $ 266,308 | |||||||||||
Stock Incentive 2016 Plan [Member] | Minimum [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 | 3,000,000 | |||||||||||
Stock Incentive 2016 Plan [Member] | Maximum [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 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Jun. 06, 2018 | May 15, 2017 | Apr. 04, 2017 | Mar. 31, 2018 | Mar. 30, 2018 | Jan. 31, 2018 | Oct. 19, 2017 | Sep. 20, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | May 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 500,000 | 1,200,000 | ||||||||||
Share Price | $ 1 | |||||||||||
Proceeds from Issuance of Private Placement | $ 3,765,000 | $ 1,250,000 | $ 1,250,000 | $ 3,000,000 | $ 1,250,000 | $ 3,483,935 | ||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 735,000 | 735,000 | ||||||||||
Scenario, Forecast [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from Issuance of Private Placement | $ 1,250,000 | |||||||||||
Proceeds from Related Party Debt | $ 663,000 | |||||||||||
Promissory Note Payable Upon Demand With Interest At Minimum Applicable Federal Rate | 2.34% | |||||||||||
Director [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Officers' Compensation | $ 15,000 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from Related Party Debt | $ 663,000 | |||||||||||
Promissory Note Payable Upon Demand With Interest At Minimum Applicable Federal Rate | 2.34% | |||||||||||
Chief Executive Officer [Member] | Scenario, Forecast [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from Related Party Debt | $ 121,000 | |||||||||||
Repayments of Related Party Debt | $ 50,000 | |||||||||||
New Promissory Note Payable Upon Demand With Interest At Minimum Applicable Rate | 2.34% | |||||||||||
Private Placement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 3,765,000 | 2,391,304 | ||||||||||
Share Price | $ 1.15 | |||||||||||
Proceeds from Issuance of Private Placement | $ 2,750,000 | |||||||||||
Warrants Issued During the Period | 119,565 | |||||||||||
Mr. Heckman [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Guarantor Obligations, Current Carrying Value | 350,000 | 350,000 | ||||||||||
MDB Capital Group LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Reimbursement For Related Party Services Per Month | $ 3,000 | |||||||||||
Payments for Brokerage Fees | $ 188,250 | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 162,000 | 119,565 | ||||||||||
Guarantor Obligations, Current Carrying Value | $ 150,000 | $ 150,000 | ||||||||||
Related Party Transaction Estimated Monthly Costs | $ 5,000 |
Commitments and Contingencies45
Commitments and Contingencies (Details) | Mar. 31, 2018USD ($) |
Future Minimum Sublease Rental Payments [Line Items] | |
2,018 | $ 113,000 |
2,019 | 233,000 |
2,020 | 265,000 |
2,021 | 227,000 |
Future Minimum Sublease Expenses, Total | $ 838,000 |
Commitments and Contingencies46
Commitments and Contingencies (Details 1) | Mar. 31, 2018USD ($) |
Commitments And Contingencies [Line Items] | |
2,018 | $ 405,000 |
2,019 | 142,000 |
Other Commitment | $ 547,000 |
Commitments and Contingencies47
Commitments and Contingencies (Details Textual) | 1 Months Ended | 3 Months Ended | |||
Jun. 01, 2018$ / shares | Apr. 30, 2018USD ($)a$ / shares | Apr. 25, 2018USD ($)a$ / shares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | |
Commitments And Contingencies [Line Items] | |||||
Aggregate Remaining Commitment | $ 547,000 | ||||
Business Combination, Contingent Consideration, Liability | 500,000 | ||||
Payments of Guarantees Obligation | $ 406,286 | $ 45,000 | |||
Scenario, Forecast [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Area of Land | a | 7,457 | 7,457 | |||
Sub Lease Term | 41 months | 41 months | |||
Rent Per Share | $ / shares | $ 25.95 | $ 37 | $ 37 | ||
Prepaid Rent | $ 60,249 | $ 60,249 | |||
Security Deposit | $ 22,992 | $ 22,992 | |||
Scenario, Forecast [Member] | Minimum [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Sub Lease Term | 37 months | 37 months | |||
Scenario, Forecast [Member] | Maximum [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Sub Lease Term | 41 months | 41 months | |||
Fourth Avenue, Seattle [Member] | Scenario, Forecast [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Area of Land | a | 1,500 | 1,500 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) | Jun. 15, 2018USD ($)$ / shares | Jun. 14, 2018$ / sharesshares | Jun. 06, 2018USD ($)shares | Jun. 01, 2018USD ($)$ / shares | Apr. 30, 2018USD ($)a$ / sharesshares | Apr. 25, 2018USD ($)a$ / shares | May 31, 2018 |
Scenario, Forecast [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sub Lease Term | 41 months | 41 months | |||||
Rent Per Share | $ / shares | $ 25.95 | $ 37 | $ 37 | ||||
Area of Land | a | 7,457 | 7,457 | |||||
Prepaid Rent | $ 60,249 | $ 60,249 | |||||
Security Deposit | $ 22,992 | $ 22,992 | |||||
Scenario, Forecast [Member] | Convertible Debt [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||
Proceeds from Convertible Debt | $ 4,775,000 | ||||||
Debt Instrument, Maturity Date | Jun. 30, 2019 | ||||||
Annual Internal Rate of Return | 20.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.2912 | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Company also has the option to redeem some or all of the outstanding principal amount of the Debenture and further provides that if after the Company undertakes a subsequent financing (or financings) for gross proceeds of at least $20 million (a Qualified Offering), the Company has the option, to cause the Investors to convert, plus make a cash payment to the Investors in an aggregate amount to provide the Investor with a 20% annual Internal Rate of Return through the date of payment, in addition to other obligations defined in the Debenture Agreement. | ||||||
Scenario, Forecast [Member] | Warrant One [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 736,852 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.20 | ||||||
Class of Warrant or Right, Outstanding | shares | 842,117 | ||||||
Scenario, Forecast [Member] | Warrant Two [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 22,344 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.17 | ||||||
Class of Warrant or Right, Outstanding | shares | 25,000 | ||||||
Scenario, Forecast [Member] | HubPages [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 5,000,000 | ||||||
Business Combination, Consideration Payable | 5,600,000 | ||||||
Fourth Avenue, Seattle [Member] | Scenario, Forecast [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Area of Land | a | 1,500 | 1,500 | |||||
Minimum [Member] | Scenario, Forecast [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sub Lease Term | 37 months | 37 months | |||||
Maximum [Member] | Scenario, Forecast [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sub Lease Term | 41 months | 41 months | |||||
Strome Mezzanine Fund LP [Member] | Scenario, Forecast [Member] | Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.19 | ||||||
Class of Warrant or Right, Outstanding | shares | 1,500,000 | ||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | shares | 1,750,000 | ||||||
Warrant Term | 5 years | ||||||
Tranche Two [Member] | L2 Capital, LLC [Member] | Scenario, Forecast [Member] | Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 571,000 | ||||||
Proceeds from Issuance of Debt | $ 500,000 | ||||||
Subsequent Event [Member] | L2 Capital, LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants Exercisable | shares | 216,120 | ||||||
Description On Warrants To Be issued For Shares | the number of shares issuable under the Warrant shall increase by the quotient of 50% of the face value of the respective tranche and 110% multiplied by the VWAP of the Companys Common Stock on the trading day immediately prior to the funding date of the respective tranche. | ||||||
Warrants Expiration Period | 5 years | ||||||
Subsequent Event [Member] | L2 Capital, LLC [Member] | Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 1,681,668 | ||||||
Proceeds from Issuance of Debt | 1,500,000 | ||||||
Subsequent Event [Member] | Tranche One [Member] | L2 Capital, LLC [Member] | Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | 570,555.72 | ||||||
Proceeds from Issuance of Debt | 500,000 | ||||||
Legal Fees | $ 15,000 | ||||||
Chief Executive Officer [Member] | Scenario, Forecast [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from Convertible Debt | $ 1,000,000 | ||||||
Chief Executive Officer [Member] | Subsequent Event [Member] | Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.34% | ||||||
Proceeds from Loans | $ 663,000 | ||||||
Repayments of Debt | 50,000 | ||||||
Chief Executive Officer [Member] | Subsequent Event [Member] | New Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from Loans | $ 121,000 |